KATMERCİLER ARAÇ ÜSTÜ EKİPMAN SANAYİ VE TİCARET A.Ş.
PROFIT DISTRIBUTION POLICY
A profit distribution policy has been drafted for 2010 and successive years based on Board of Directors resolution number 2011/12 dated 2/25/2011.
In Article 34, "Determining and Distribution of Profit" of the Company Charter, principles on profit distribution are regulated in accordance with relevant provisions of Turkish Code of Commerce and Capital Market Law:
Ascertainment and Distribution of Profit:
Article 34:
The Company shall observe Turkish Code of Commerce and regulations in Capital Markets legislation on profit distribution. The amount remaining after deducting the losses of previous year from the net profit, if any, found on the annual balance sheet, which remains after deducting general expenses of the Company as well as those amounts, such as various amortization costs, that should be paid and reserved by the Company pursuant to general accounting principles, and payments reserved for obligatory taxes and financial obligations payable by the juridical personality of the company, shall be distributed in accordance with the following order and principles:
a) 5% of the remainder shall be reserved as legal reserve fund of first order, until it reaches to 20% of the paid-in capital pursuant to Article 466 of Turkish Code of Commerce.
b) First dividend shall be allocated from the remainder, at a rate and amount determined by the Capital Markets Board.
General Assembly, taking the profit distribution policy principles of the Company into consideration, is authorized to decide on whether to allocate the remainder as reserve fund, fully or partially, or to distribute. A policy consistent with the interests of shareholders and of company shall be observed in the profit distribution policy.
Pursuant to item 3 of paragraph 2 of Article 466 of Turkish Code of Commerce, one tenth of the amount found after deducting a dividend at a rate of 5% of the capital deducted from the part decided to be distributed to shareholders and to those sharing profit, shall be reserved as legal reserve fund of second order.
The Company may distribute an amount not exceeding 5% of the distributable profit, to foundations and funds established for the jobholders and workers of the Company and/or employees, as a dividend, under the form and conditions of distribution to be determined by Board of Directors, based on a decision of General Assembly. Such that, it is not possible to decide allocating another reserve fund, leaving profit for the next year, and distributing shares from profit to Board members, officers, jobholders, and workers unless reserve funds that should be allocated due to Law orders and primary dividend
stipulated in this charter for shareholders are not allocated, neither shares from profit may be distributed to such persons unless determined primary dividend is paid.
Profits distributed in accordance with the provisions of this company charter may not be refunded.
Dividend advance payment may be distributed to associates pursuant to regulations under Article 15 of Capital Markets Law.
How will the annual profit be given to shareholders of which date shall be decided by the General Assembly, upon a proposal from Board of Directors, taking Capital Markets Board's relevant regulations into consideration. General Assembly may authorize Board of Directors for determining the time of profit distribution.