ÇELEBİ AR19-270720 (1)

22 Çelebi Ground Handling Inc. 2019 Annual Report 13. DIVIDEND POLICY AND TIMING On 8 April 2014 our Company’s Board of Directors passed a resolution to approve the revision of the Company’s Dividend Policy pursuant to the requirements of Capital Markets Board Dividend Communiqué II-19.1, which went into effect with its publication in issue 28891 of Official Gazette dated 23 January 2014; to publicly disclose this revision; and to submit this revised Dividend Policy for the consideration and approval of shareholders at the upcoming annual general meeting. At the annual general meeting held on 8 May 2014, the Board of Directors resolution concerning the Dividend Policy passed on 8 April 2014 was discussed and unanimously approved by shareholders. Çelebi Ground Handling Inc. Dividend Policy - Taking our Company’s medium- and long-term strategies, its investment and financing policies, and its profitability and cash situation into account and in the absence of any extraordinary developments in our Company’s investment and/ or financing needs and/or occurrences in its industry or the economy, at least 50% of net distributable profit shall be paid out as a dividend. When determining the dividend rate, attention shall be given to medium- and long-term investments that may require short-term cash outflows, material events that affect our Company’s financial structure, and significant developments in the sector and/or in the economy and/or in markets. - Dividends whose payment has been decided upon may take the form of cash, of bonus shares, or of some mix of the two. - Dividend and payment-timing Board of Directors resolutions shall be in compliance both with this Dividend Policy and with currently applicable laws, regulations, and administrative provisions and then publicly disclosed. Board of Directors dividend and payment-timing proposals shall be considered and decided upon by shareholders convened in a general assembly. The payment of dividends shall begin within maximum thirty days of the date of the general meeting at which the decision to pay them is taken and in all cases within statutorily-mandated periods of time. The Board of Directors may decide to have dividends paid in installments provided that a general assembly of shareholders shall have authorized it to do so. - Provided that a general assembly of shareholders shall have authorized it to do so, the Board of Directors may decide to have advances paid against dividends and may affect the payment of such advances subject always to the Capital Markets Law and Capital Markets Board regulations and decisions and to the Company’s own articles of association. With the decision of the Board of Directors on 9 March 2019, our financial statements, prepared on the basis of our legal books of account dated 31 December 2018, show a net current profit of TL 113,005,984.72 remaining after the deduction of all taxes and other legal obligations. Since there is no prior year loss that needs to be deducted from the net profit for the period and no general legal reserves that need to be set aside pursuant to the Turkish Commercial Code (TCC), the net distributable profit that can be paid out as a dividend on the basis of our legal books of account was TL 113,005,984.72. According to our Company’s independently-audited consolidated financial statements dated 31 December 2018 prepared in accordance with Turkish Accounting Standards & Turkish Financial Reporting Standards (TMS/TFRS) and in CMB- specified formats pursuant to the requirements of CMB Communiqué II: 14.1 Concerning Financial Reporting Principles In Capital Markets, the net current profit remaining after the deduction of taxes and other statutory obligations amounts to TL 204,583,956. Within the framework of CMB legislation, since there is no Prior Year Loss that needs to be deducted from the Net Profit for the Period and no first legal reserves that need to be set aside pursuant to the Turkish Commercial Code (TCC), the net distributable profit is TL 204,583,956. BOARD OF DIRECTORS - 2019 ANNUAL REPORT