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 01.01.2020-31.12.2020 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 1,390,240,000 Turkish Liras has resulted when the “Deferred Tax Income”, “Tax Expense for the Period”, 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 1,237,519,863.55 Turkish Liras has been calculated after deducting the “Subsidiary Shares Sales Income” of 34,247,798.44 Turkish Liras, “Venture Capital Fund” of 84,000,000 Turkish Liras and “Legal Reserves Reserved Within the Context of Bought-Back Shares” of 8,961,409.72 Turkish Liras and adding the “Donations” of 14,953,779.28 Turkish Liras made in 2020 to/from the balance after setting aside “General Legal Reserves” totaling 40,464,707.57 Turkish Liras calculated as per paragraph (1) of Article 519 of the TCC, 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 01.01.2020 - 31.12.2020 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 927,541,949.77 Turkish Liras has occurred in the accounting period of 01.01.2020 - 31.12.2020; that a 759,868,034.04 Turkish Liras “Net Distributable Profit for the Period” has been occurred after setting aside “General Legal Reserves” totaling 40,464,707.57 Turkish Liras calculated as per paragraph (1) of Article 519 of the TCC, “Subsidiary Shares Sales Income” totaling 34,247,798,44 Turkish Liras, “Venture Capital Fund” totaling 84,000,000 Turkish Liras and “Legal Reserves Reserved Within the Context of Bought-Back Shares” totaling 8,961,409.72 Turkish Liras.

Legal Accounting Records has been based on the dividend distribution regarding 01.01.2020-31.12.2020 accounting period;

Accordingly, it is understood that 4,915,308.56 Turkish Liras has been allocated as “General Legal Reserves” pursuant to paragraph (2) article (c) of Article 519 of the TCC, and it has been resolved to make a “cash” dividend distribution totaling 180,000,000 Turkish Liras ("gross"), 153,000,000 Turkish Liras ("net"), i.e., 6.87826% gross, 5.84652% net of the “Issued Capital” in line with the rules determined by the CRA related to fractions as of the date of dividend distribution, and to start the dividend distribution latest on 30.04.2021,

Within the scope of the CMB and KGK regulations, the profits not being distributed and totaling 1,042,566,084.27 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; and the profits not being distributed and totaling 579,868,034.04 Turkish Liras after the above mentioned legal and special reserves are allocated as per the Legal Accounting Records be taken into the “Extraordinary Reserves” account and that these issues are to be submitted together for the approval of the General Assembly.

Appendix:

DOHOL 31.12.2020 Dividend Distribution Table

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