BoD Proposal Regarding Dividend Distribution

Taking into account the Turkish Commercial Code ("TCC"), Capital Market Legislation and Capital Market Board ("CMB") Regulations, provisions of Corporate Tax, Income Tax and other legislation, as well as the relevant provisions of the Articles of Association of our Company, and the “Dividend Distribution Policy” that we have publicly announced:

It has been resolved that

In line with the provisions of II-14.1, “Communique on the Principles of Financial Reporting in the Capital Markets”, of the CMB, and as per the independently audited and consolidated financial statements of the accounting term of 01.01.2018-31.12.2018 prepared in compliance with the Turkish Accounting System (“TMS”) and Turkish Financial Reporting Standards (“TFRS”) issued by the Public Oversight, Accounting and Auditing Standards Institute (“KGK”), that a “Net Profit for the Period” of 3,633,096,000,- Turkish Liras has resulted when the “Deferred Tax Income”, “Tax Expense for the Period”, “Net Loss from Discontinued Operations”, and “Non-Controlling Interests Outside the Equity Holders of The Parent Company” are considered all together,

and that a “Net Distributable Profit for the Period” of 2,983,377,657.69 Turkish Liras has been calculated after deducting the “Accumulated Losses” of 194,292,279.80 Turkish Liras calculated as per the “Dividend Distribution Guide” announced in the CMB Weekly Bulletin of 27.01.2014, no. 2014/2 and deducting the “Venture Capital Fund” of 26,612,140.33 Turkish Liras, and adding the “Donations” of 11,194,510,-Turkish Liras made in 2018 to/from the balance after setting aside “General Legal Reserves” totaling 1,400,638.96 Turkish Liras calculated as per paragraph (1) of Article 519 of the TCC, after the “Subsidiary Share Sales Profit” of 438,607,793.22 Turkish Liras, which will not be included in the net distributable profit for the period tax base by being allocated into the “special funds” in the liabilities, and subjected to an exemption, is deducted;

it has been observed that

Within the scope of the Tax Legislation, and according to the Legal Accounting Records (“Legal Accounting Records”) for the 01.01.2018 - 31.12.2018 accounting period kept as per the Uniform Accounting Plan (“General Decree for the Implementation of the Accounting System”) issued  by the T.R. Ministry of Finance, a “Net Profit for the Period” of 466,620,572.51 Turkish Liras has occurred in the accounting period of 01.01.2018 - 31.12.2018; that a “Net Distributable Profit for the Period” tax base has not occurred after setting a “Venture Capital Fund” of 26,612,140.33 Turkish Liras from the balance after deducting a “Subsidiary Share Sales Profit” of 438,607,793.22 Turkish Liras which will not be included in the net distributable profit for the period tax base by being allocated into the “special funds” in the liabilities, and subjected to an exemption and after setting aside “General Legal Reserves” totaling 1,400,638.96 Turkish Liras calculated as per paragraph (1) of Article 519 of the TCC.

Accordingly, it is understood that there is no need to allocate “General Legal Reserves” pursuant to paragraph (4) of Article 519 of the TCC, and it has been resolved to make a “cash” dividend distribution totaling 261,693,828.80 Turkish Liras ("gross"), 222,439,754.48 Turkish Liras ("net"), i.e., 10% gross, 8.50% net of the “Issued Capital” from the “Extraordinary Reserves” set forth in the Legal Accounting Records, and to start the dividend distribution latest on 22.04.2019,

that within the scope of the CMB and KGK regulations, the profits not being distributed and totaling 2,904,781,598.69 Turkish Liras after the above mentioned legal and special reserves are allocated as per the consolidated financial statements prepared in compliance with the TMS and the TFRS be taken into the “Retained earnings or accumulated losses” account, that the “General Legal Reserve” amount approved during the Ordinary General Assembly Meeting of 30.03.2018 erroneously as 2,465,734.41 Turkish Liras be corrected as 2,278,677.85 Turkish Liras,

and that these issues are to be submitted together for the approval of the General Assembly.

Dividend Distribution Table 

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