The financial rights of the members of the Board of Directors are decided on by the Shareholders General Assembly each year. With respect to the financial rights to be given to the independent members of the board of directors, The regulations and arrangements of the Capital Markets Board are taken as the basis.
The wages of the top executives in our company are determined by a committee formed within the structure of the board of directors at least once in a year’s time in accordance with the responsibilities of the related position, performance of the top executive in question, and the wage levels in the market and the balances within company. At the same time, after the distribution of the dividends to the shareholders as the first dividends as indicated in the articles of association of the company, at most 5% of the remaining amount of the dividends are distributed to the members of the board of directors and to the employees with the resolution of the shareholders general assembly in this respect.
IŞIKLAR ENERJİ VE YAPI HOLDİNG A.Ş.
The dividends are distributed to each shareholder who hold shares as of the date of distribution equally in proportion to the number of their shares without giving consideration to the dates of issue and acquiring. No privilege is acknowledged in the distribution of dividends.
The resolution for the distribution of dividends is made by the shareholders general assembly upon the proposal of the board of directors taking into consideration the medium-term and long-term strategies, investment and financing plans of our company, and the conditions in the market after the end of each fiscal year.
When the resolution for distribution of dividends is made the balance between the interests of the shareholders and of the company is taken into consideration.
The whole amount of the dividends that are planned to be distributed are only distributed as long as they can be covered by the amount in the legal book records (kept according to the Tax Procedural Law).
In the event that the dividends to be distributed at the end of the fiscal year are less than 5% of the issued capital, they are not distributed.
Within this framework pursuant to the terms and conditions of the legislation by which we are bound, 5% of the calculated dividends to be distributed in the end of the fiscal year are distributed to the shareholders as first dividends within the framework indicated in our articles of association, and at most 5 % of the remaining amount is distributed in cash to the members of the board of directors and to the employees, and of the remaining amount at least 20% is distributed in cash and/or as no-par share and as a second dividend to the shareholders.
The dividends can be paid at one time or in installments on the condition that the resolution in this respect be made in the shareholders general assembly meeting.
The date of the distribution of the dividends is resolved by the shareholders general assembly upon the proposal of the board of directors. In the event that a resolution is made that the dividends are to be distributed at one time, this time period cannot exceed 6 months starting from the date of the shareholders general assembly meeting. In the event that a resolution is made for the payment of the dividends in installments, the first installment is paid within 45 days at the latest. The shareholders general assembly may give authorization to the board of directors in the session during which dividend distribution is discussed so that the board can make resolutions with respect to the time of the distribution of the dividends.
The board of directors may make a resolution for the distribution of profit share advance payments in accordance with the related legislation and the articles of association. With respect to the profit share advance payment the terms and conditions of the related legislation are applied.
In the event that the board of directors proposes non-distribution of dividends to the shareholders general assembly in which the distribution of dividends will be discussed, the reasons for this and for how the dividends that are not distributed will be used is indicated in the item of the agenda related to the distribution of dividends.
IŞIKLAR ENERJİ VE YAPI HOLDİNG A.Ş.
Our company has adopted the policy of announcing all the required information to the public in a timely manner and completely within the framework of particularly the Capital Markets Law and other relevant legislation. Within this framework, all the relevant information except for the one which is considered to be commercially confidential (trade secrets) and which must be announced pursuant to the laws is explained and announced to the public according to the legislation under equal conditions and with the lowest cost in places provided for by the legislation and in the web pages of our company.
It is the responsibility of the Board of Directors of our company to set up and carry out the information policy. A department of Capital Markets Investor Relationships Corporate Management has been established within the structure of our company for the purposes of sharing the required information with the public in accordance with the relevant legislation and standards, and the information policy in our company is carried out by the aforementioned department.
The Investor Relations Department carries out its work and duties for the purposes of promotion of our company to the domestic and international potential investors, for meeting the information needs of the companies specialized in analysis and research, and for answering the questions of the potential investors within scope of the relationships with the investors. The presentations, bulletins, and other documents prepared within this scope are placed and announced in the web pages of our company. In addition to the information and documentation required by the legislation, the news that are broadcasted in the media about our company are announced in our monthly periodical which is published with the title of “News From Işıklar” in which the developments within the companies included in the Işıklar Group are broadcasted and also in our web pages. In the web site of the company, which is updated on a continuous basis, all the information and developments attracting the attention of the relevant parties and persons are announced so that these parties can follow the developments within our group and that they can have an access into the information related to investor relationships.
Through a media monitoring agency that Işıklar Holding A.Ş. has made an agreement with in Turkey, the news broadcasted in relation to the companies within the Işıklar Group in the media organization which realize nationwide broadcasting are monitored. Within this framework, the news that are broadcasted is shared with the relevant top executives of the company and with the department of Capital Markets Investor Relationships. In the event of dispersion of the news and rumors in the media or among the people about our group and group companies that do not originate from the representatives of the group and that may affect the investment decisions of the investors, a special case explanation and announcement is made as to the truth and sufficiency of such rumors and news. If the news or rumor in question in not so important as to consider it as internal information, no explanation and announcement is made about it in principle. However, the need for making a special case explanation and announcement about such a case is evaluated by the Departments of Capital Markets Investor Relationships and Corporate Management. In principle no explanation and announcements are made about rumors and news which are obviously false and which are announced in the internet the source of which is not known. However, if it is found necessary for the benefits of investors, an explanation may be made about such news and rumors, as well. At the same time, necessary complaints may be made to the relevant bodies and organs with respect to such rumors that are not true.
In the event that a special development occurs within the company which may require a special explanation and announcement, the company employees who have the internal information and other parties are informed and told that such information is confidential during the process from the occurrence of such an event to the announcement to the public. However, a special explanation and announcement is made if the confidentiality of the information in question is not possible before making an announcement to the public.
IŞIKLAR ENERJİ VE YAPI HOLDİNG A.Ş.