Dividend Distribution Policy

• Purpose

The purpose of the dividend distribution policy is to determine the principles of the Company’s profit distribution in compliance with the regulations to which the Company is subject and the provisions of the Company’s Articles of Association, and to enable shareholders to foresee the procedures and principles for the distribution of the profit that the Company will obtain in future periods. The Company exercises utmost care to establish a balance between the interests of the shareholders and the interests of the Company in profit distribution.

The Company complies with the Capital Markets Law No. 6362 (“CML”), the Turkish Commercial Code No. 6102 (“TCC”), capital markets legislation, other legislative provisions, and regulations regarding profit distribution. The Company exercises utmost care in the implementation of the principles set forth in the Corporate Governance Principles regulated under the Capital Markets Board’s (“CMB”) current Corporate Governance Communiqué.

The Company’s Dividend Distribution Policy has been prepared in accordance with the CMB’s Corporate Governance Communiqué (II-17.1), Dividend Communiqué (II-19.1), and the Communiqué on the Distribution of Dividend Advances and is announced to all stakeholders, primarily the shareholders, through the Company’s website.

2. Authority and Responsibility

The Dividend Distribution Policy has been established by the Board of Directors within the framework of the Corporate Governance Principles and has been submitted to the approval of the shareholders as a separate agenda item at the Company’s general assembly meeting. The monitoring, supervision, development, and making of necessary updates to the Company’s Dividend Distribution Policy are under the authority and responsibility of the Board of Directors. Amendments to the Dividend Distribution Policy shall, following the resolution of the Board of Directors, be publicly disclosed together with their justification within the framework of the regulations regarding the public disclosure of material events, submitted to the approval of the shareholders at the general assembly meeting, and published on the Company’s website.

3. Dividend Distribution Principles

Within the framework of the relevant regulations and the Company’s financial position, the Company’s General Assembly decides on profit distribution by taking into account market expectations, Company strategies, the capital requirements of the Company, its affiliates and subsidiaries, investment and financing policies, profitability, and cash position. Dividends may be distributed to shareholders in cash or as bonus shares through the addition of profit to capital, or partially in cash and partially as bonus shares.

Dividends are distributed equally to all existing shares as of the distribution date, in proportion to their shares, regardless of their issuance and acquisition dates. The Company does not have any shares with dividend privileges.

Unless the reserves required to be set aside pursuant to the TCC and the dividend determined for shareholders in the Articles of Association or the dividend distribution policy are allocated, no decision may be made to allocate other reserves, to transfer profit to the following year, or to distribute profit shares to members of the Board of Directors, Company employees, or persons other than shareholders; likewise, unless the dividend determined for shareholders is paid in cash, no profit share may be distributed to these persons.

The dividend distribution date shall be determined by the General Assembly; if no such determination is made at the general assembly, the dividend distribution date shall be determined by the Board of Directors upon completion of the necessary procedures. The General Assembly or, if authorized, the Board of Directors may decide on the installment distribution of dividends in accordance with capital markets legislation.

Provided that it is authorized by the General Assembly and complies with capital markets legislation, the Board of Directors may distribute dividend advances.

4. Principles of Dividend Distribution

The principles of dividend distribution are regulated under Article 13 of the Company’s Articles of Association titled “Determination and Distribution of Profit.” As stated in the article:

“Article 13 – Determination and Distribution of Profit

The Company’s profit is determined in accordance with the Turkish Commercial Code, capital markets legislation, and generally accepted accounting principles. From the revenues determined at the end of the Company’s operating period, after deducting the Company’s general expenses, amounts that must be paid or set aside by the Company such as various depreciations, and taxes that must be paid by the Company’s legal entity, the remaining net period profit shown in the annual balance sheet, after the deduction of any losses from previous years, is distributed in the following order:

General Legal Reserve:

a) Five percent (5%) is allocated to the legal reserve until it reaches twenty percent (20%) of the paid-in capital.

b) From the remainder, if any, after adding the amount of donations made during the year, the first dividend is allocated within the framework of the Company’s dividend distribution policy in accordance with the Turkish Commercial Code and capital markets legislation.

c) After the above deductions are made, the General Assembly has the right to decide to distribute dividends to members of the Board of Directors, Company employees, and persons other than shareholders.

Second Dividend:

d) After deducting the amounts specified in subparagraphs (a), (b), and (c) of the First Dividend section from the net period profit, the General Assembly is authorized to distribute the remaining portion partially or fully as a second dividend or to allocate it as a voluntary reserve in accordance with Article 521 of the Turkish Commercial Code.

General Legal Reserve:

e) From the portion decided to be distributed to shareholders and other persons participating in profit, ten percent (10%) of the amount remaining after deducting a dividend of five percent (5%) of the capital shall be added to the general legal reserve pursuant to the second paragraph of Article 519 of the Turkish Commercial Code. Unless the reserves required to be set aside under the Turkish Commercial Code and the dividend determined for shareholders in the Articles of Association or the dividend distribution policy are allocated, no decision may be made to allocate other reserves, to transfer profit to the following year, or to distribute profit shares to members of the Board of Directors, Company employees, or persons and institutions other than shareholders; likewise, unless the dividend determined for shareholders is paid in cash, no profit share may be distributed to these persons.

Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issuance and acquisition dates.

The form and timing of the distribution of the profit decided to be distributed are determined by the General Assembly upon the proposal of the Board of Directors, taking into account the relevant provisions of capital markets legislation. Provided that it complies with the periods stipulated in capital markets legislation, the General Assembly may authorize the Board of Directors to determine the timing of dividend distribution.

The dividend distribution decision made by the General Assembly in accordance with the provisions of the Articles of Association cannot be revoked unless legally permitted.

The Company may distribute dividend advances in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. The provisions of the relevant legislation shall be complied with in the calculation and distribution of dividend advances. For this purpose, the Board of Directors may be authorized by a General Assembly resolution limited to the relevant accounting period.

Provided that it does not constitute a violation of capital markets legislation, that necessary material event disclosures are made, that donations made during the year are submitted to the information of the shareholders at the General Assembly, that the upper limit of donations to be made is determined by the General Assembly, and that the donations made are added to the distributable profit base, the Company may, in a manner that will not hinder its purpose and subject matter, make aid and donations to general budget administrations, special budget administrations, special provincial administrations, foundations granted tax exemption, associations deemed beneficial to the public, institutions and organizations engaged in scientific research and development activities, universities, educational institutions, other foundations and associations, and similar persons or institutions. The limit of donations to be made is determined at the General Assembly. Donations exceeding the upper limit determined at the General Assembly cannot be made.”

5. Principles of Dividend Advance Distribution

According to Article 13 of the Company’s Articles of Association titled “Determination and Distribution of Profit”, “The Company may distribute dividend advances in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. The provisions of the relevant legislation shall be complied with in the calculation and distribution of the dividend advance amount. For this purpose, the Board of Directors may be authorized by a General Assembly resolution limited to the relevant accounting period.”

6. Entry into Force

The Dividend Distribution Policy shall enter into force following its acceptance at the general assembly and the registration of the relevant general assembly resolution with the Ankara Trade Registry Directorate.