Corporate Governance.

Dividend Distribution Policy

The Company's dividend distribution policy is based on the Capital Markets Board's Capital Markets Board's Communiqué Serial: II No: 19.1 of the Capital Markets Board, published in the Official Gazette dated 23.01.2014 and numbered 28891.

When the profit and dividend performance of the past period is analyzed, it is seen that our company has been profitable even in the most troubled periods of the economy and that we have distributed 50% or more of our net profit as dividends to our shareholders since 1994 when we went public. It is aimed to continue this approach in the coming periods within the framework of the Turkish Commercial Code, Capital Markets legislation and Capital Markets Board practices and principles. Our Company's dividend distribution policy for 2014 and the following years is to distribute 50% or more of the distributable profit as dividends. However, our distribution rate will be reviewed every year in accordance with the developments in domestic and foreign economic conditions and our company's investment opportunities and financing possibilities.

The proposal of the board of directors regarding dividend distribution, together with the dividend distribution table, the form and content of which are determined by the board, is disclosed to the public within the framework of the board's regulations on public disclosure of material events.

Matters regarding dividend distribution are set forth in Article 26 of our Articles of Association as follows.

After deducting the general expenses of the Company and the sums that must be paid or set aside by the Company, such as various depreciation, and the taxes that must be paid by the legal entity of the Company, from the revenues determined at the end of the accounting year, the net profit shown in the annual balance sheet, after deducting the losses of the previous year, if any, shall be distributed in the following order.
First Order

Legal Reserves:
a) 5% is allocated to legal reserves

First Dividend
b) First dividend is set aside from the remainder at the rate and amount determined by the Capital Markets Board.
Without prejudice to the first dividend, the following profit items are set aside from the remaining net distributable profit.
c) 10% is allocated to holders of usufruct shares
d) Up to 5% of the amount remaining after the payment of the items specified in subparagraphs (a) to (c) above to the members of the board of directors, managers and officers of the company may be allocated as profit share at the discretion of the general assembly. The distribution of the profit share determined for the members of the Board of Directors among the members shall be determined by the General Assembly by taking into consideration the Capital Market legislation.
e) Up to a maximum of 5% may be allocated to foundations established or participated in by the company or to such persons and/or organizations

Second Dividend
f) After deducting the amounts specified in subparagraphs a, b, c, d and e from the net profit, the General Assembly may distribute the remaining part of the net profit to the shareholders as second dividend shares in proportion to their shares, or it may be allocated partially or wholly as extraordinary reserves.

Second Legal Reserves:
g) One tenth of the amount found after deducting dividend at the rate of 5% of the paid-in capital from the portion decided to be distributed to the shareholders and other persons participating in the profit is set aside as the second legal reserve fund in accordance with subparagraph 3 of paragraph 2 of Article 466 of the Turkish Commercial Code.
h) Unless the reserves required to be set aside by law are set aside, and unless the first dividend determined for the shareholders in the articles of association is distributed in cash and/or in the form of shares, it cannot be decided to set aside other reserves, to transfer profit to the following year, and to distribute dividends to the holders of privileged shares, participation, founding and ordinary redeemed shares, members of the board of directors, officers, employees and workers, foundations established for various purposes and such persons and/or institutions.

In accordance with the provisions of the Capital Markets Law and provided that the principles in the capital markets legislation are complied with, dividend advances may be distributed. The offsetting of the advance distributed is also made in accordance with the provisions of the relevant legislation.

In the event that it is decided to distribute dividends, dividends will be paid in cash to those who are entitled to receive them, and the time of distribution will be determined by the Board of Directors no later than the end of the accounting period in which the general assembly meeting at which the distribution decision is made is held.