BoardsBrief
Ford Otosan board proposes TL 10.8 billion dividend paid from reserves
Shareholders vote on 24 November on a gross TL 3.07 a share, drawn from extraordinary and legal reserves rather than profit for the period.
Written with AI tools by Boards and Capital's editorial system; the publisher is responsible for it. How this site works
Ford Otomotiv Sanayi's board proposed on 27 October to pay shareholders TL 10.77 billion in cash out of reserves, a gross TL 3.07 for each share of TL 1 nominal value, the carmaker said in a dividend notice on Türkiye's Public Disclosure Platform.
The proposal goes to an extraordinary general assembly on 24 November at 13:00 at the company's headquarters in Sancaktepe, Istanbul, which the board called at the same meeting, a separate notice said. The record date for taking part in the meeting is 23 November. If shareholders approve, the distribution is to start on 26 November, through the Central Registry Agency.
The payout comes from reserves, not from profit for the period: the distribution table filed with the proposal leaves the current period profit lines blank in both the Capital Markets Board and the tax accounts, and lists the whole TL 10,772,937,000 as other distributable resources. In the accounts prepared under Capital Markets Board rules, TL 7,697,689,363.64 is to come from extraordinary reserves and TL 3,075,247,636.36 from legal reserves. The company must also set aside TL 1,077,293,700 as a second-rank legal reserve, of which TL 769,768,936.36 is to come from extraordinary reserves and TL 307,524,763.64 from legal reserves.
The gross amount equals 307 per cent of the nominal value of each share, on paid-in capital of TL 3,509,100,000. Net amounts differ by share group. For the listed Group A shares, traded as FROTO, the notice applies a withholding rate of 15 per cent, for a net TL 2.6095 a share; it says the withholding does not apply to the part held by corporate shareholders known to be exempt. Group B holders, which the notice describes as companies resident in Türkiye with full tax liability, face a withholding rate of zero and would receive the full TL 3.07. For Group C, the notice applies the 5 per cent rate of a double taxation agreement, for a net TL 2.9165.
The board made the proposal under the Capital Markets Board's Dividend Communiqué, numbered II-19.1, which took effect on 1 February 2014 and requires companies to distribute profit by general assembly decision within a dividend distribution policy their general assembly sets, the regulator said when it was published. In the Turkish version of the notice, which prevails over the English translation, the board says it took into account its dividend distribution policy, the company's long-term strategy, its investment and financing policies, and its profitability and cash position.
The agenda has four items: the opening of the meeting and election of its chair; approval of changes to the board of directors during the year under Article 363 of the Turkish Commercial Code; acceptance, amendment or rejection of the board's proposal to pay a dividend in 2026 from extraordinary reserves, other capital reserves and legal reserves, and of the distribution date; and wishes. The board resolved to publish the invitation in the Turkish Trade Registry Gazette, on the company's website, on the Central Registry Agency's electronic systems and on the platform.
Another Istanbul-listed company asking shareholders for capital decisions this month is Şekerbank, which opened a TL 1 billion rights issue at par. The same regulator's rules on board composition are set out in this site's guide to how Türkiye's regulator vets independent directors before a vote.