Dividend Distribution Policy
Article 1: Scope and Legal Basis
This Dividend Distribution Policy, Çates Elektrik Üretim A.Ş. It determines the principles regarding the dividend and advance dividend distributions to be made by the (“Company”) within the scope of its articles of association (“Articles of Association”) and relevant regulations.
This policy is in accordance with the Articles of Association, the Capital Markets Law no. 6362 (“CMB”), the Turkish Commercial Code no. 6102 (“TTK”), the Dividend Communiqué no. II-19.1 (“Dividend Communique”), the Corporate Governance Communiqué no. II-17.1 and Prepared within the scope of relevant legislation.
Article 2: Purpose
The purpose of the dividend distribution policy is to ensure that a balanced and consistent policy is followed between the Company's interests and investors in accordance with the relevant legislation, to inform investors and to maintain a transparent policy towards investors in terms of profit distribution.
Article 3: Principles of Dividend Distribution
The dividend distribution decision, the method and time of profit distribution are decided by the Company's general assembly, upon the recommendation of the board of directors.
As far as relevant regulations and financial possibilities allow, taking into account market expectations, the Company's long-term strategies, capital requirements of subsidiaries and affiliates, investment and financing policies, contractual obligations, profitability and cash position; It is aimed to distribute at least 50% of the distributable net profit for the period, calculated within the framework of the Articles of Association, TCC, CMB, Dividend Communiqué and tax regulations, to shareholders and other persons participating in the profit. Dividend can be distributed in cash and/or by giving free shares and/or by using these two methods together in certain proportions.
Dividend is distributed equally to all existing shares as of the distribution date, in proportion to their shares, regardless of their issuance and acquisition dates. There are no dividend privileges among the Company's shares.
Payments regarding dividends can be made in installments of equal or different amounts, provided that the decision is made at the general assembly meeting where the dividend distribution is decided.
Unless the reserve funds required to be set aside in accordance with the TCC and the Articles of Association and the dividend determined for the shareholders in the Articles of Association or this profit distribution policy are set aside; It cannot be decided to allocate other reserve funds, to transfer profits to the following year, or to distribute dividends to holders of dividend shares, members of the board of directors, Company employees, foundations and persons and institutions other than shareholders, and no dividends can be distributed to these persons unless the dividend determined for the shareholders is paid in cash.
Dividend distribution transactions begin on the date specified in the general assembly, provided that it starts at the latest by the end of the accounting period in which the general assembly meeting in which the distribution decision was made is held.
In accordance with the Articles of Association, the profit distribution decision made by the general assembly cannot be withdrawn unless permitted by law.
If the board of directors proposes to the general assembly not to distribute the profit, information about the reasons for this and the use of the undistributed profit is included in the agenda item regarding profit distribution and this issue is presented to the information of the shareholders at the general assembly.
Article 4: Principles of Dividend Advance Distribution
The general assembly of the company may decide to distribute advance dividends to shareholders within the framework of the CMB and other relevant legislation. The relevant legislation provisions are complied with in the calculation and distribution of the dividend advance amount.
Dividend advances are distributed in cash based on the profits included in the Company's interim financial statements. Advance dividends for a specific interim period cannot be distributed in installments.
Dividend advance is distributed equally to all existing shares as of the distribution date, in proportion to their shares, regardless of their issuance and acquisition dates.
The advance dividend to be distributed cannot exceed half of the remaining portion after deducting the reserve funds and previous years' losses that must be set aside in accordance with the TCC and the Articles of Association, from the net profit for the period based on the interim financial statements.
The total amount of dividend advances to be given in an accounting period;
a) Half of the net profit of the previous year,
b) It cannot exceed the lower of the other sources that may be subject to profit distribution, excluding the net profit for the period included in the relevant interim financial statements.
If more than one dividend advance payment is made within the same accounting period; While calculating dividend advances to be paid in subsequent interim periods, dividend advances paid in previous interim periods are deducted from the calculated amount.
Additional dividend advances cannot be given and dividends cannot be distributed in subsequent accounting periods without deducting the dividend advances paid in previous accounting periods.
Advance dividends cannot be distributed to persons other than shareholders, and advance dividends are paid to privileged shares without taking into account the privilege.
Article 5 – Public Disclosure
The proposal of the board of directors regarding profit distribution or the decision of the board of directors regarding the distribution of advance dividends is announced to the public within the scope of the relevant regulations, together with its form and content and the profit distribution table or advance dividend distribution table. In addition, if a change is desired in this profit distribution policy, the board of directors' decision regarding this change and the reason for the change will be announced to the public.
This policy is disclosed to the public on the Company's website following the approval of the general assembly.