DEVA DIVIDEND POLICY
Dividend policy indicates distribution of profit margin to shareholders in cash and/or bonus share of moderate rates, considering the financial status of the company, out of distributable profit calculated within the framework of Capital Markets Board Legislation, other legal regulations and provisions of articles of incorporation.
DEVA ANNUAL REPORTS
DEVA FINANCIAL STATEMENTS
DEVA TRADE REGISTER
Istanbul Chamber of Commerce – 70061/5967
DEVA SHAREHOLDERS STRUCTURE
EastPharma Ltd. incorporates DEVA Holding and it holds A, B and C group shares.
INFORMATION ON PREFERRED SHARES
Our company’s capital contains 10 preferred shares in total of TL 0.10, consisting of 5 Group A Shares and 5 Group B Shares, each with a value of TL 0.01.
The preferences for these shares are as follows:
Preferences in Dividend
Group A Preferential Shares are entitled to receive 10% of the profit set aside from distributable profit according to the orders and principles referred to in the Articles of Association.
Preference in terms of Right of Voting
Group A and B preferred shares have a voting right ten times the voting right of Group C shares in terms of right of voting.
Preference in Management
Two members of the board of directors are elected by Group A and B preferential shareholders from amongst Group A preferential shareholders.
DEVA PRIVILEGED SHARES
Preferred shares established to be granted to founders are of two types as (A) and (B). Each share comprises 5 items; these bear privileges in respect of vote and participation in profits in addition to rights of normal share certificates.
DEVA CORPORATE GOVERNANCE PRINCIPLES
DEVA CORPORATE COMMUNICATION PRINCIPLES
The information policy of DEVA Holding A.Ş. is to share the performance and future expectations, and the information of the partnership which are not of the nature of business secret as equally with the shareholders and stakeholders in a complete, fair, accurate, timely, clear and understandable manner within the framework of the provisions of the generally recognized accounting principles and the Capital Market Regulations, and to ensure a continuous, efficient and transparent communication.
In implementing the information policy, it is essential to ensure the communication of the necessary information and explanations which are not of the nature of business secret to all the stakeholders, being shareholders, investors, employees and customers, under conditions as timely, correct, understandable, easy and equal, and in the speediest manner.
Public information policy is implemented in accordance with the Capital Market Board legislations, the İstanbul Securities Exchange regulations and the Corporate Governance Principles.
Power and Responsibility
The public information policy of our partnership was determined by the Board of Directors, and the follow-up, supervision and development of the information policy lies within the power and responsibility of the Board of Directors. The offices of Assistant General Manager in charge of Finance and the Investor Relations and Corporate Communications Directorate are responsible for the application of the information policy.
Methods and Means
The following methods and means are employed in implementing the information policy in accordance with the Capital Market Board’s Legislations, the Istanbul Stock Exchange practices and the Turkish Trade Code:
-Special status explanations as communicated to the Istanbul Stock Exchange,
-Financial statements and footnotes, independent audit report, declarations and activity report as periodically communicated to the Istanbul Stock Exchange,
-Public notices and announcements as published in the Turkish Trade Registry Gazette of Turkey and daily newspapers,
-Press releases as carried out in order to share periodical or important developments,
-Corporate web site,
-Negotiations held through a variety of communications tools and methods.
Special status explanations
Special status explanations are arranged by the Relations with Shareholders Unit, and principally signed by the President of the Executive Board-CFO and the Financial Reporting and Accounting Director. When the concerned persons are not present, the same are signed by the other authorized signers of the company and faxed to the Istanbul Stock Exchange. Further, notice is served on KAP (Public Enlightenment Project) within electronic medium.
The financial statements of our Company and the relevant footnotes are arranged as per the IAS/IFRS within the framework of the communiqué of the Capital Market Board, Series XI, No.29. After being subjected to independent audit, the same are approved by the Board of Directors and sent to the Istanbul Stock Exchange-Capital Market Board. Further, notice is served on KAP within electronic medium. The activity report is executed in accordance with the Capital Market regulations and the Corporate Governance Principles. After being approved by the Board of Directors, the same is sent to the Istanbul Stock Exchange and the Capital Market Board. It is published on the Internet site of the Company and within electronic medium by KAP. Further, it may be obtained as a booklet from the headquarters of the Company.
Public notices and announcements as published in the Trade Registry Gazette of Turkey and the daily newspapers
Pursuant to the Turkish Trade Code and the Capital Market Law, notices relevant to summons to the General Assembly meetings, capital increases (public announcements regarding explanation notes and signatures resolutions), dividend distribution is carried out through the Trade Registry Gazette and daily newspapers.
Routine information meetings or teleconferences may be organized by the Corporate Communications Directorate for the purpose of evaluation of the activity results of DEVA Holding and within the group during each quarterly period. During such meetings, CEOs and/or senior managers in charge of operations provide information to the written and visual media members and analysts as invited regarding the performance and future expectations of the company. Further, major developments are also announced through press releases, thereby ensuring controlled information flow. Such information flow can also be carried out through press meeting. The presentations and reports as used during both press meetings and information meetings held with a certain group of investors may be published in the Internet site of the Company.
Meetings and negotiations held with investors and analysts
An “Investor Relations and Corporate Communications Directorate” was established with a view to regularly maintaining the relations with both the existing institutional investors and the potential investors of DEVA Holding A.Ş.. The Investor Relations and Corporate Communications Directorate uses a variety of instruments such as road shows, teleconferences, analyst presentations, e-mails, faxes and direct information as necessary for the purpose of sharing performances and strategies of the Company in order to enhance the recognizability and preferability of the Company on international markets and making DEVA Holding attain a preferable position over other companies for institutions launching investments in developing markets.
Corporate Internet site
The Internet site of the Company is actively used in enlightening the public. The developments and special status explanations relating to the Company are published in the Internet site. The Internet site has been arranged with contents as envisaged by the Capital Market Corporate Governance Principles.
Follow up of the news and word of mouth relating to the Company
DEVA Holding A.Ş., together with the media follow up agency with which it cooperates, follows up the written and visual media and reports the same to the senior management daily. Further, the news relating to the Company are being followed up by the senior management, relations with the shareholders unit and the Corporate Communications Directorate through the data distribution systems to which we subscribe.
In case the Company wishes to make a partnership statement as published in the media organs, however regarding which no obligation arises as to special status explanations in pursuance of the communiqué, yet which relate to such news and words of mouth, the subject will be brought forward and a statement can be made by the senior management.
Criteria used by the partnership in determining the persons having administrative responsibility
Persons having administrative responsibility and access to internal data are determined based on the scope of the information they can have access to. Accordingly, those managers and employees having details of part of the information as relating to the company, however, with restrictions as regards to the whole of the same, are not considered within the scope of people having access to internal data.
However, the members of the Board of Directors, President of the Executive Board, General Manager Assistants and Directors disposing of information and future strategies of the Company to the fullest extent, are considered within the scope of people having access to internal data.
The list as generated based on the said criteria is executed according to the relevant criteria of the Capital Market Board
Explanations Relating to Forward-Looking Declarations
The Company may occasionally make forward-looking declarations relating to the information policies. The forward-looking declarations as covered within the scope of the written documents of the Company are made based on certain assumptions; consequences as arising may bring about severe differences from those consequences as anticipated in the forward-looking declarations due to risks, uncertainties and any other factors; the group of investors is hereby warned about this.
Ensuring the Confidentiality of the Information as Required to be Disclosed to Public
It is important to exert maximum diligence to compliance with the rules relating to the use of the information which all the employees come to know from inside. Subjects as regards to the use of the information coming to knowledge from inside are announced to all the employees through the “Ethical Principles and Disciplinary Regulations”, and any or all measures are adopted to avoid the use of such information.
The information relating to the Company which have the nature of business secret and which are not intended to be known to people other than the concerned persons is considered as “Confidential Information”, and the sharing of such with third parties, as and when necessary, is carried out under the approval of the senior management.
DEVA ANNUAL GENERAL MEETING
Tel: +90 212 692 94 20
Faks: +90 212 697 02 00
Tel: +90 212-692 94 21
Faks: +90 212-697 02 00