294
İŞBANK
ANNUAL REPORT 2012
Amendments in the Articles of Incorporation in 2012
c) After the reserved fund and the first dividend referred to in
paragraphs (a) and (b) above have been provided for, the balance
of the net profit shall be set aside and distributed as follows:
- 10% for founder shares (limited to the portion of TRY 250
thousand – two hundred and fifty - of paid capital)
- 2.5‰among the members of the Board of Directors and the
General Manager equally,
- 20% to the employees of the Bank, and
- 10% as second contingency reserve.
d) After the amounts set forth in paragraphs (a), (b) and (c) have
been set aside and distributed, the balance shall be distributed to
the shareholders as “second dividend” in the manner stated below
and taking into consideration paragraph (e).
1) The net total of the dividends to be distributed to the holders of
Group (A) shares as first and second dividends under paragraphs
(b) and (d) may be not exceed 60% of the capital paid up by them,
the net total of the dividends to be distributed to holders of Group
(B) shares may not exceed 30% of the capital paid up by them,
and the net total of the dividends to be distributed to holders of
Group (C) shares may not exceed 25% of the capital paid up by
them.
2) After the amounts set forth in paragraphs (a), (b) and (c) have
been set aside and distributed, should the balance be insufficient
to distribute the second dividend in the manner specified by the
paragraph (1) above, twice the amount of the paid up capital
represented by Group (A) shares the actual amount of the capital
represented by Group (B) shares, and the 5/6 (five sixth) amount
of the capital represented by Group (C) shares shall be taken as
the basis, and, total dividends to be paid to the three Groups of
shares shall be calculated separately in the distribution of the
second dividend.
e) Furthermore, the amount required to be added to contingency
reserve under paragraph 3 of Article 466 of the Turkish
Commercial Code, shall be set aside.
f) Following the allocation and the distribution of the net profits
in accordance with the foregoing provisions, upon the proposal
of the Board of Directors, it shall be resolved at the General
Assembly whether the outstanding balance should be set aside as
contingency reserves or be transferred to the subsequent year, or,
should up to 80% (net) of this balance be divided to the number
of share certificates and net worth distributed to holders of share
certificates and the remainder be set aside as contingency reserve
or transferred to the subsequent year.
In the calculation of the dividends to be paid to all three Groups of
shares; group A shares will be considered as 40 times the share
quantity, due to the reason that 20 Group (A) shares each with
a nominal value of TL 500 have been changed with 1 Group (A)
share with a nominal value of 1 New Kurus, group B shares will be
considered as 1.5 times of the share quantity, and group C shares
will be considered as the same quantity.
c) After the reserved fund and the first dividend referred to in
paragraphs (a) and (b) above have been provided for, the balance
of the net profit shall be set aside and distributed as follows:
- 10% for founder shares (limited to the portion of TL 250
thousand – two hundred and fifty thousand - of paid capital)
- 2.5‰among the members of the Board of Directors and the
General Manager equally,
- 20% to the employees of the Bank, and
- 10% as second contingency reserve.
d) After the amounts set forth in paragraphs (a), (b) and (c) have
been set aside and distributed, the balance shall be distributed to
the shareholders as “second dividend” in the manner stated below
and taking into consideration paragraph (e)
1- The net total of the dividends to be distributed to the holders of
Group (A) shares as first and second dividends under paragraphs
(b) and (d) may be not exceed 60% of the capital paid up by them,
the net total of the dividends to be distributed to holders of Group
(B) shares may not exceed 30% of the capital paid up by them,
and the net total of the dividends to be distributed to holders of
Group (C) shares may not exceed 25% of the capital paid up by
them.
2- After the amounts set forth in paragraphs (a), (b) and (c) have
been set aside and distributed, should the balance be insufficient
to distribute the second dividend in the manner specified by the
paragraph (1) above, twice the amount of the paid up capital
represented by Group (A) shares the actual amount of the capital
represented by Group (B) shares, and the 5/6 (five sixth) amount
of the capital represented by Group (C) shares shall be taken as
the basis, and, total dividends to be paid to the three Groups of
shares shall be calculated separately in the distribution of the
second dividend.
e) The amount that needs to be added to the statutory reserve
under paragraph 3 of Article 466 of the Turkish Commercial Code,
shall be set aside.
f) The General Assembly shall, upon proposal of the Board of
Directors, decide whether the balance remaining after the
distribution and allocation of the net profit as specified above
shall be transferred to the extraordinary reserve funds, or carried
over to the following year, or up to 80% of such amount be
distributed to the shareholders by dividing of the same by the
number of shares and the remaining balance be transferred to the
extraordinary reserve funds or carried over to the following year.
In the calculation of the dividends to be paid to all three Groups of
shares; group A shares will be considered as 40 times the share
quantity, due to the reason that 20 Group (A) shares each with a
nominal value of TL 500 (this amount is related to the period prior
to the Law regarding the Monetary Unit of the Turkish Republic
(No:5083) on which the rate of change has not been applied)
have been changed with 1 Group (A) share with a nominal value
of 1Kurus, Group B shares will be considered as 1.5.times of the
share quantity, and Group C shares will be considered as the same
quantity.
Consequences
of Liquidation
Article 62 -
After the debts of the dissolved Corporation have
been settled, and one year has elapsed since the third notice of
dissolution, the amount to be paid to each share will be calculated
by way of dividing the balance of assets into the total number of
shares, by considering one Group (A) share as times 20 due to
the reason that 20 Group (A) shares each with a nominal value of
TL 500, have been changed with 1 Group (A) share with a nominal
value of 1 New Kurus, thus by considering each Group (A) share as
times 20.
In other cases where ownership of shares should, of necessity,
cease to exist, payments to be made to the shareholders shall be
subject to the provisions of the first paragraph.
Article 62 -
After the debts of the dissolved Corporation have
been settled, and one year has elapsed since the third notice of
dissolution, the amount to be paid to each share will be calculated
by way of dividing the balance of assets into the total number of
shares, by considering one Group (A) share as times 20 due to
the reason that 20 Group (A) shares each with a nominal value
of TL 500 (this amount is related to the period prior to the Law
Regarding the Monetary Unit of the Turkish Republic Numbered
5083, on which the rate of change has not been applied have
been changed with 1 Group (A) share with a nominal value of 1
Kurus, thus by considering each Group (A) share as times 20.
In other cases where ownership of shares should, of necessity,
cease to exist, payments to be made to the shareholders shall be
subject to the provisions of the first paragraph.
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