69
Corporate Governance
Dividend Distribution Proposal
As a result of our activities in 2015, our Bank’s net profit for the period was TL 3,082,690,897.74. On the other hand, within the framework
of the Turkish Accounting Standard (TAS) n.16 “Tangible Assets” our Bank started using, since the third quarter of 2015, the revaluation
model instead of the cost model in the valuation process of our real estates. With this change; our Bank had TL 9,547,376.97 as prior
years’ profit (retained earnings) after selling some of our fixed assets. Within this framework, the total balance sheet profit was TL
3,092,238,274.71.
TL 22,439,553.00 of the balance sheet profit is composed of return on real estate sales that is to be kept in a special fund account in the
liabilities in order to make use of the exception provisions of the 5
th
Article of the Corporate Tax Law n.5520 and that is to be used in capital
increase, according to the decision taken by our Board of Directors.
On the other hand, taking into consideration the fact that a part of net profit for the period shall be distributed to the employees of the
Bank as per the article 58 of Articles of Incorporation; provision was set aside in 2015, using the assumptions made via taking into account
the Bank’s profit distribution policy, former practices and related regulations and within the framework of “Turkish Accounting Standard
(TAS) n. 19-Employee Benefits”.
According to this,
- determining the balance sheet profit to be distributed – after adding the “prior years’ profit” to the net profit for the period – as TL
3,092,238,274.71,
- It is proposed that the amount of TL 22,439,553.00 from the sale of real estates, which is not subject to dividend distribution,
be transferred to related reserves, the amount of TL 114,000,000.00 which is set aside for the employee dividends be added to
distributable balance,
- It is proposed that the distributable balance amount of TL 3,183,798,721.71 to be distributed in accordance with the relevant legislation
and article 58 of the Articles of Incorporation of Türkiye İş Bankası A.Ş. as detailed below, including the allocation of TL 813,842,210.04
to type one extraordinary reserves as increased within the framework of the provisions of the Banking Law and the Turkish Commercial
Code from the amount to be allocated to type one extraordinary reserves, which is 10% of the balance amount of TL 3,183,798,721.71.
TL
CURRENT PERIOD PROFIT
3,082,690,897.74
PRIOR YEARS’ PROFIT
9,547,376.97
NET PERIOD PROFIT
3,092,238,274.71
NON-DISTRIBUTABLE PROFIT
-22,439,553.00
ADDED TO DISTRIBUTION
114,000,000.00
DISTRIBUTABLE PROFIT
3,183,798,721.71
I. FIRST DIVIDEND (Articles of Incorporation Art. 58/a-b)
- For Statutory Reserve Fund 5%
159,189,936.09
- First Contingency Reserve
1,934,763,381.42
- First Dividend
To Group A Shares
60.00
To Group B Shares
1,740.00
To Group C Shares
269,998,200.00
2,363,953,317.51
819,845,404.20
II. SECOND DIVIDEND (Articles of Incorporation Art.58/c-d-e)
- To Founders’ Shares
4,554.70
- 2.5‰ to the Board Members and the CEO in Equal Amounts
(*)
2,049,613.51
- 20% to Bank Employees
163,969,080.84
- 10% to Legal Reserves
71,169,169.43
- 10% to Second Contingency Reserve
81,984,540.42
- Second Dividend
To Group A Shares
267.02
To Group B Shares
3,871.83
To Group C Shares
500,664,306.45
819,845,404.20
(*)
In the principle numbered 4.6.3. of Corporate Governance Principles, it is stated that “payment plans based on company’s performance cannot be used in the
remuneration of the independent board members and the wages of the independent members of the board must be at a level to maintain their independence.” Due
to the principle stated above, it is recommended to transfer 3/11 of the dividend calculated for board members as per the article 58 of Articles of Incorporation to the
reserves.
In case the said proposal is approved by the Bank’s General Assembly, dividend will be distributed to the Bank’s shareholders starting from
30.03.2016 and gross dividend will be distributed as follows to each group of shares with a nominal value of TL 1.
Share Group
Gross (TL)
For each Group A share with a nominal value of TL 1
0.3270200
For each Group B share with a nominal value of TL 1
0.1935114
For each Group C share with a nominal value of TL 1
0.1712595
For each of the founders’ shares
1.8530106
