Dividend Distribution Policy
İHLAS YAYIN HOLDİNG A.Ş.
DIVIDEND DISTRIBUTION POLICY
Our Company makes Profit Distribution within the framework of the Turkish Code of Commerce provisions, Capital Markets Regulations, Tax Regulations and other relevant regulations and the “Profit Distribution” Article of our Articles of Association. In Profit Distribution, a balanced and consistent policy between the shareholders’ and the Company’s benefits is pursued in conformity with the Corporate Governance Principles.
The ratio of the Profit Distribution is presented to the approval of the General Assembly after it is determined by the Board of Directors (i) by taking market expectations, company’s long term strategies, investment and financing policies, profitability and cash status into consideration as long as our financial means are available, and (ii) within the framework of the relevant provisions of the Turkish Code of Commerce, Tax Procedure Law, Capital Markets Law, Capital Markets Board principle decisions and similar legislation and the Articles of Association of the Company.
In case a decision is taken to make Profit Distribution, the Board of Directors of the Company will decide to distribute profit in cash and/or in scrip issue and submits the issue to the approval of the General Assembly. In case a decision is taken to distribute dividends in cash, the amounts can be split into equal or varying installments provided that the issue is resolved at the General Assembly meeting where the decision is taken. The number of installments is determined by the General Assembly or the Board of Directors provided that it is explicitly authorized by the General Assembly.
There are no privileges in Dividend Distribution. Dividends are equally distributed to all existing shares without taking their date of issuance and acquisition into consideration. The timeframe regarding the dividend distribution is presented by the Board of Directors to the approval of the General Assembly. Subsequent to the Board of Directors’ proposal and the approval of the Shareholders’ General Assembly and on the date determined by the General Assembly; dividends shall be distributed to the shareholders within the legal timeframe by taking the legal regulations and the relevant provisions of the Articles of Association of the Company into consideration.
Unless the contingency reserves which are to be set aside by law are reserved and the first dividend specified for shareholders in the core contract are distributed in cash and/or share stocks no decision can be made to reserve other contingency reserves, to transfer profit to the next year and in the distribution of dividends to distribute it to privileged shareholders, to participation, founding and common shareholders, board members, clerks, servants and workers and/or similar organizations.
A dividend advance may be issued on the condition that the Board of Directors is authorized by the General Assembly and other regulations of the Capital Markets Board are complied with. The total profit share in one period may not exceed half of the profit for the previous year. The authorization given to the board of directors by the general assembly is limited to the year in which it is issued. No decision can be made to issue an additional dividend advance and/or to distribute dividends until the dividend advance of the previous year has been deducted.
Provided that the donations made within the year in conformity with the Capital Markets Law and relevant legislation, are presented for the information of the shareholders at the General Assembly; the upper limit for the donations to be made within the accounting period is determined by the General Assembly. Donations cannot exceed this limit and donations made by the Company are added to the distributable profit base.