Dividend Distribution Policy (For 2018 and Subsequent Years)
Articles 19 and 20 of Capital Markets Law No. 6362 and the Dividend Communiqué No. II-19.1 dated January 23, 2014, published by the Capital Markets Board pursuant to these articles. The Dividend Distribution Policy of İhlas Gayrimenkul Proje Geliştirme ve Ticaret A.Ş. for 2018 and subsequent years, as updated in accordance with the relevant provisions of the Dividend Guidelines and the Company’s Articles of Association, was submitted to the General Assembly on June 10, 2019, and was accepted.
DIVIDEND DISTRIBUTION POLICY
“Shareholders’ expectations. In order for investors to obtain dividend income, taking into account the company’s growth trend, profitability, strategic objectives, investment projects, and working capital requirements, within the framework of the Turkish Commercial Code, Tax Procedure Law, Capital Markets Law, similar legislation, and the relevant provisions of the Company’s articles of association;
a) After deducting the amounts required to be paid and set aside in accordance with the relevant provisions of legislation and the Company’s articles of association from the period profit, and after deducting any previous year’s losses from the net profit shown on the annual balance sheet, 5% of the net profit shall be set aside as legal reserves, up to 20% of the paid-in capital.
b) A first dividend in the ratio of 5% of the remaining amount shall be set aside after adding any donations made during the year to the remaining amount.
c) The General Assembly has the right to decide on the distribution of dividend to board members, employees, foundations established for various purposes, and similar institutions. However, unless legally required reserves are set aside and the dividend specified for shareholders in the Articles of Association is distributed in cash, no other reserves, profits may be set aside for the following year, or dividends may be distributed to board members, civil servants, employees, and workers, foundations established for various purposes, or to such individuals and/or institutions.
ç) No specific dividend distribution rate has been determined for Board members, employees, foundations established for various purposes, and similar institutions. The Capital Markets Law Communiqués and principle decisions apply in this regard.
d) The Board of Directors shall determine the distribution rate of the remaining amount after deducting the amounts specified in subparagraphs a, b, and c above, taking into account the interests of the Company and its shareholders, and shall submit it to the General Assembly for review. The General Assembly may accept or reject the proposal as is or with amendments. It is always possible for the General Assembly to decide on a dividend distribution rate higher than the one proposed by the Board of Directors.
e) If a dividend distribution decision is made, the Company’s Board of Directors shall decide on whether the distribution will be in cash and/or free of charge and shall submit it to the General Assembly for approval.
f) The payment date for dividend payments shall be determined by the Board of Directors and submitted to the General Assembly for review. Following a proposal by the Board of Directors and approval by the General Assembly of Shareholders, dividends will be distributed to shareholders on a date determined by the General Assembly, within the statutory timeframes, taking into account legal regulations and Article 35 of the Company’s Articles of Association.
g) If a decision is made to distribute dividends in cash, the dividends may be paid in equal or varying installments, provided that the distribution is decided upon at the General Assembly meeting where the distribution was made. The number of installments will be determined by the General Assembly or, if expressly authorized by the General Assembly, by the Board of Directors.
h) There are no privileges in dividend distribution. Dividends are distributed equally to all existing shares, regardless of their issuance and acquisition dates.
i) If the Board of Directors is authorized by the General Assembly and subject to compliance with the Capital Markets Law and the relevant regulations of the Capital Markets Board, dividend advances may be distributed to shareholders.
j) The total dividend advances to be distributed in an accounting period cannot exceed half of the previous year’s profit. The authority granted to the Board of Directors by the General Assembly to distribute dividend advances is limited to the year in which this authority was granted. Unless the previous year’s dividend advance is fully offset, no decision can be made to grant an additional dividend advance and/or distribute dividends.