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CORPORATE GOVERNANCE
İŞBANK
ANNUAL REPORT 2014
67
DIVIDEND DISTRIBUTION PROPOSAL
As a result of activities in 2014, a net profit of TL 3,382,441,593.72 was made. TL 3,390,584.00 of the net profit figure is the income from
sale of real estates. As per the resolution of the Board of Directors, this amount is booked to a special account under liabilities and is to be
used for capital increase when necessary, in order to benefit from the exemption clauses of the fifth article of Corporate Tax Law no. 5520.
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 regarding the Bank’s profit distribution policy, former practices
and related regulations and within the framework of “Turkish Accounting Standard (TAS) 19-Employee Benefits” According to this,
- It is proposed that the amount of TL 3,390,584.00 from the sale of real estates, which is not subject to dividend distribution, be
transferred to related reserves, the amount of TL 129,000,000.00 which is set aside for the employee dividends be added to distributable
balance,
- It is proposed that the distributable balance amount of TL 3,508,051,009.72 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 1,238,948,135.86 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 3,508,051,009.72.
TL
NET PERIOD PROFIT
3,382,441,593.72
NON-DISTRIBUTABLE PROFIT
- 3,390,584.00
ADDED TO DISTRIBUTION
129,000,000.00
DISTRIBUTABLE PROFIT
3,508,051,009.72
I. FIRST DIVIDEND (Articles of Incorporation Art. 58/a-b)
- For Statutory Reserve Fund 5%
175,402,550.49
- First Contingency Reserve
2,359,160,234.80
- First Dividend
To Group A Shares
60.00
To Group B Shares
1,740.00
To Group C Shares
269,998,200.00
2,804,562,785.29
703,488,224.43
II. SECOND DIVIDEND (Articles of Incorporation Art.58/c-d-e)
- To Founders’ Shares
3,908.27
- 2.5‰ to the Board Members and the CEO in Equal Amounts
(*)
1,758,720.56
- 20% to Bank Employees
140,697,644.89
- 10% to Legal Reserves
61,649,036.54
- 10% to Second Contingency Reserve
70,348,822.44
- Second Dividend
To Group A Shares
228.82
To Group B Shares
3,317.83
To Group C Shares
429,026,545.08
703,488,224.43
(*)
In the principle numbered 4.6.3. of Corporate Governance Principles, which is appendix of the legislation of Capital Markets Board on Corporate Governance effective
from 3 January 2014, 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
01/04/2015 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
0.2888200
For each Group B share with a nominal value of TL 1
0.1744079
For each Group C share with a nominal value of TL 1
0.1553399
For each of the founders’ shares
1.5900203