Dividend Policy

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ORGE ENERJİ ELEKTRİK TAAHHÜT A.Ş.

DIVIDEND POLICY

 

  1. Purpose

ORGE Dividend Policy is determined and implemented considering Turkish Law of Commerce, the Capital Market Law, related regulations and Capital Markets Board (CMB) resolutions, tax laws, other relevant legislations, and the Company’s articles of association.

 

  1. General Principles of Dividend Distribution

ORGE Dividend Policy is based on a dividend distribution policy in the form of stock, or cash and/or advance payments, as determined by the CMB and being not less than the amount as permitted by other relevant legislation.

To this end, the Company has implemented the policy, considering the current and upcoming operational and financial performance expectations; investment and operational capital needs and growth opportunities, and finally cash reserves; also taking account of national and international macroeconomic and industrial conditions and trends.

 

  1. Permanence of Policy and Public Disclosures:

Changes to be made in dividend policy will be disclosed via company website and public disclosure platform.

Information regarding resolutions on dividend distribution will be included in earning releases and financial reports.

 

  1. Dividend Distribution Principles

According to the Article 15 of the Articles of Association:

 

The net profit of the company which is reflected in the balance sheet as the sum remaining after the deduction of general expenses and depreciation which should be paid and set aside by the company as well as all taxes payable and losses of previous years (if any) from the revenue calculated at the end of the operating term shall be distributed as follows;

 

General Legal Reserves:

  1. a) 5% is set aside as legal reserve.

First Dividend:

  1. b) From the remaining amount, and over the sum that should be calculated by adding any donations made during the year, first dividend is set aside according to Turkish Commercial Code and CMB regulations.

 

  1. c) After the above deductions are made, the General Assembly may decide to distribute profits to the members of the Board of Directors, employees and charitable foundations.

 

Second Dividend:

  1. d) The General Assembly is authorized to distribute wholly or partially the amount of the net profit remaining after the deduction of the amounts specified in (a), (b) and (c) as second dividend or, if desired, allocate it as extraordinary reserve fund.

 

General Legal Reserves:

  1. e) 10 % of sum remaining of distributed dividend to all parties after deduction of %5 of first dividend is added to general legal reserves according to the Article 519 of the Turkish Commercial Code.

 

No decision can be made to set aside any legal reserve, to carry over profits to the next year or to distribute profit to founder of dividend shares and common redeemed shares owners or board members and employees, employees of the company, charitable foundations founded for different purposes and person/institutions with similar qualifications unless the reserves stipulated in applicable legislation are set aside and first dividend is distributed to the shareholders as mentioned in the Articles of Association in cash and/or in the form of share certificates.

 

Dividend is distributed equally to all shares existing as of the accounting period regardless of issuance and acquisition date thereof.

 

Data and method of distribution of profit is determined by the General Assembly upon proposal of the Board of Directors.

 

Company can distribute interim dividends according to CMB regulations.