ENSARI DERI GIDA SANAYI VE TICARET A.S.

DIVIDEND POLICY 


The Company distributes profits within the framework of the provisions of the Turkish Commercial Code, Capital Market Regulations, Tax Regulations, other relevant legislation and the profit distribution article of the Articles of Association.

DETERMINATION OF THE PROFIT

The profit for the term is determined after deducting the amounts that must be paid or set aside by the company, such as the company's general expenses and miscellaneous depreciation, and the taxes that must be paid by the company's legal entity as well as deducting the previous year's losses, if any from the revenues determined at the end of the operating period of the company which are manifested in the annual balance sheet.

DISTRIBUTION OF THE PROFIT

Dividends are distributed from the determined amount, respectively, as shown below:

General Legal Reserve:

a) 5% is set aside as legal reserves.

First Dividend:

b) The first dividend is set aside from the remainder, in accordance with the Turkish Commercial Code and the Capital Markets Legislation, over the amount to be determined after including  donations made during the year, if any.

c) After the above deductions have been made, the General Assembly has the right to decide on the distribution of the dividends to the members of the board of directors, civil servants, employees and workers, foundations established for various purposes, and similar persons and institutions.

Second Dividend:

d) After deducting the amounts specified in subparagraphs (a), (b) and (c) from the net profit for the term, the General Assembly is authorized to distribute it partially or completely as a second dividend or as a reserve fund that is voluntarily set aside in accordance with Article 521 of the Turkish Commercial Code.

General Legal Reserves:

e) One tenth of the amount that remains after deducting the 5% dividend from the portion that has been decided to be distributed to the shareholders and other persons participating in the profit is added to the general legal reserve in accordance with the second paragraph of Article 519 of the TCC. Profit cannot be allocated to other reserves, transferred to the next year, or distributed as dividends to the members of the board of directors, civil servants, employees and workers, foundations established for various purposes, and such persons and/or institutions who merit dividends unless the reserves required to be set aside by law are set aside and unless the dividends determined for the shareholders in the articles of association is distributed in cash and/or shares.

Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issue and acquisition dates.

The distribution method and time of the profit distribution is decided by the general assembly upon the proposal of the board of directors on this matter.

According to the provisions of these articles of association, the profit distribution decision made by the general assembly cannot be revoked.

PROFIT DISTRIBUTION DAY AND PROCEDURE

The principles according to which the profit to be distributed will be paid to the beneficiaries shall be decided by the General Assembly upon the proposal of the Board of Directors and taking into account the Capital Markets Law and the related Capital Markets Board Communiqus. The General Assembly can authorize the Board of Directors to determine when the profit will be distributed. (Article 40 of the Articles of Association). In addition, the Company can consider distributing dividend advances and paying dividends in equal or different installments in accordance with the provisions of the current legislation.

OTHER MATTERS

Within the framework of the relevant legislation provisions;

• The Company can distribute dividend advances to its shareholders within the framework of the Capital Markets Law and Capital Markets Board regulations. Advance dividends for a certain interim period cannot be distributed in installments.

•  In case of a change in the profit distribution policy, the decision of the board of directors regarding this change and the reason for the change shall be announced to the public within the framework of the regulations of the Capital Markets Board regarding the public disclosure of special events.

•  The proposal of the board of directors regarding the dividend distribution or the decision of the board of directors regarding the distribution of dividend advances, together with the dividend distribution statement or dividend advance distribution statement determined by the Board, shall be announced to the public within the framework of the Board's regulations regarding the public disclosure of special events. The profit distribution statement is disclosed to the public at the latest on the date of the announcement of the ordinary general assembly agenda.

•  In case of incompatibility with the provisions of the relevant legislation and the articles of association of the company, the procedure is carried out within the framework of the provisions of the relevant legislation.

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