CELEBI GROUND HANDLING 2025 AR
28 Çelebi Ground Handling 2025 Annual Report BOARD OF DIRECTORS 2025 Annual Report Çelebi Hava Servisi A.Ş. 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 Meeting. The payment of dividends shall begin within maximum thirty days of the date of the General Assembly 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 taken at the Ordinary General Assembly Meeting convened on 17 April 2025, our financial statements, prepared on the basis of our legal books of account dated 31 December 2024, show a net current profit of TL 2,676,209,393.28 remaining after the deduction of all taxes and other legal obligations. Since there is no prior-year loss to be offset against the net profit for the period, the Net Distributable Profit available for distribution, as determined in accordance with the Company’s statutory records, amounts to TL 2,676,209,393.28. According to our Company’s independently-audited consolidated financial statements dated 31 December 2024 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 3,566,410,436.00. 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 current profit is TL 3,566,410,436.00. Accordingly, it has been resolved that the Net Profit for the Period amounting to TL 2,676,209,393.28, as reflected in the Company’s financial statements prepared on the basis of the statutory records dated 31 December 2024, together with the total amount of TL 1,266,344,106.72 consisting of the legal reserves amounting to TL 336,309,065.00, retained earnings amounting to TL 4,210,341.21, and the positive inflation accounting adjustment difference for the year 2024 amounting to TL 925,824,700.51, all as recorded in the Company’s statutory books, be distributed as follows: ÇELEBİ HAVA SERVİSİ A.Ş. Profit Distribution Table for 2024 (TL) According to CMB legislation According to legal records Net Profit for the Period (-) 3,566,410,436.00 2,676,209,393.28 Prior Year Loss (-) 0.00 0.00 General Legal Reserves 0.00 0.00 Net Distributable Profit for the Period 3,566,410,436.00 2,676,209,393.28 First Dividend to Shareholders 1,215,000.00 1,215,000.00 Second Dividend to Shareholders 3,241,086,760.00 2,431,813,084.80 Other Funds for Distribution 341,948,240.00 1,151,221,915.20 Prior Year Profit 36,212,726.36 3,827,582.92 Other Distributable Reserves Pursuant to the Law and the Articles of Association 305,735,513.64 1,147,394,332.28 General Legal Reserves 358,303,500.00 358,303,500.00 - Profit for the Period 324,108,676.00 243,181,308.48 - Other Funds for Distribution 34,194,824.00 115,122,191.52 Transferred to Extraordinary Reserves 0.00 0.00
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