Donations and Aid Policy
Purpose
The purpose of the Donations and Aid Policy is to determine the principles of the Company’s donations and aid in compliance with the regulations to which the Company is subject and the provisions of the Company’s Articles of Association. The Company complies with the Capital Markets Law No. 6362 (“CML”), the Turkish Commercial Code No. 6102 (“TCC”), capital markets legislation, other relevant legislation, and regulations regarding donations and aid. 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 Donations and Aid Policy has been prepared in accordance with the CMB’s Corporate Governance Communiqué (II-17.1) and Dividend Communiqué (II-19.1) and is announced to all stakeholders, primarily the shareholders, through the Company’s website.
Authority and Responsibility
The Donations and Aid 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 Donations and Aid Policy are under the authority and responsibility of the Board of Directors. Amendments to the Donations and Aid Policy shall, following the resolution of the Board of Directors, be submitted to the approval of the shareholders at the general assembly meeting and published on the Company’s website.
Principles of Donations and Aid
According to Article 13 of the Company’s Articles of Association titled “Determination and Distribution of Profit”: “The Company may, provided that it does not constitute a violation of the Capital Markets Legislation, that necessary material event disclosures are made, that the 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, make aid and donations, in a manner that will not hinder its purpose and subject matter, 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 the donation to be made is determined at the General Assembly. Donations exceeding the upper limit determined at the General Assembly cannot be made.” The Company’s ability to make donations has been enabled by the above provision of the Articles of Association. The limits of donations shall be determined by the Company’s general assembly. Donations and aid that would lead to a departure from the principle of protecting the rights of the Company’s shareholders are avoided. However, within the framework of social responsibility, donations and aid deemed appropriate by the Board of Directors may be made, provided that they comply with the provisions of the capital markets legislation and the Company’s policies and practices and do not hinder the Company’s purpose and subject matter. Donations and aid may be made in cash or in kind to any legal or real person. Donations and payments to be made by the Company within the framework of the above provision of the Articles of Association shall be publicly disclosed in accordance with the CMB’s regulations on the public disclosure of material events. Information shall be provided to the shareholders at the general assembly meeting, under a separate agenda item, regarding the amount and beneficiaries of all donations and aid made during the relevant period, as well as policy changes. It is mandatory that donations and aid be submitted to the information of the shareholders at the ordinary general assembly. In matters of donations and aid, compliance is ensured with the provisions of the relevant legislation, primarily the CMB’s regulations regarding the prohibition of transfer of concealed earnings and the mandatory corporate governance principles.
Entry into Force
The Donations and Aid 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.