Share Buyback Policy
- Shareholder Structure
-
Policies
- Disclosure Policy
- Dividend Distribution Policy
- Hedging Policy
- Remuneration Policy
- Share Buyback Policy
- People and Organizational Policy
- Stakeholders Policy
- Compensation Policy
- Policy on Female Members of the Board of Directors
- Donations and Aids Policy
- Articles of Association and Trade Registry Information
- Responsible Communications Policy
- General Assembly Meetings
- General Assembly Participation and Minutes
- Corporate Governance Compliance Report
- Internal Directive on the Working Principles and Procedures of the General Meeting of Shareholders
- Board of Directors
- Committee Principles & Members
- Code of Ethics and Standards of Professional Conduct
- Corporate Governance Compliance Rating Report
Share Buyback Policy
ALARKO HOLDİNG A.Ş
SHARE BUY-BACK PROGRAM
Article 1. Purpose and Scope
The purpose of this Share Buy-Back Program (the "Buy-Back Program" or the "Program")
is to regulate the procedures and principles regarding the purchase of shares of Alarko Holding
A.Ş. (the "Company") traded on the Stock Exchange by the Company or, when necessary, by
its Subsidiaries and the disposal of such purchased shares.
The Buy-Back Program covers the purchase of Company's shares by the Company or, when
necessary, by its Subsidiaries, the authorization of the Board of Directors regarding the BuyBack, and the transactions related to the Buy-Back and Buy-Backed Shares.
Article 2. Definitions
In this Buy-Back Program;
a) “Subsidiary(ies)”: refers to the subsidiaries controlled by the Company under the
financial reporting regulations of the Capital Markets Board and the provisions of the
TMS/TFRS, as defined in Article 12 of this Buy-Back Program,
b) “Stock Exchange”: Refers Borsa İstanbul A.Ş,
c) “Buy-Back”: Refers to the purchase of shares representing the Company's capital by the
Company or its Subsidiaries on the Stock Exchange,
d) “Buy-Back Program” or “Program”: Refers to this Alarko Holding A.Ş. Share BuyBack Program,
e) “Buy-Backed Shares”: Refers to the shares representing the Company's capital that have
been acquired by the Company or its Subsidiaries under the Buy-Back Program,
f) “General Assembly: Refers to the Company's General Assembly,
g) “Company”: Refers to Alarko Holding A.Ş.,
h) “Communique”: Refers to the Capital Markets Board Communiqué No. II-22.1 on BuyBacked Shares,
i) “Board of Directors”: Refers to the Company's Board of Directors
Article 3. Purpose of the Buy-Back
It is aimed to protect the interests of all stakeholders and contribute to the stability and fair
valuation of the share price, and in this context, when conditions are met, the Company's shares
may be purchased by the Company or its Subsidiaries. Additionally, the Buy-Back may be
carried out by the Company or its Subsidiaries for the purpose of allocating shares to the
employees of the Company or its subsidiaries within the framework of the Company's stock
acquisition incentive plans.
Article 4. Duration and Authorization of the Buyback Program
The duration of the Buy-Back Program is one (1) year from the date of approval of the Program
by the General Assembly. Upon approval of the Buy-Back Program by the General Assembly,
the Board of Directors is authorized to execute the Buy-Back for a period of one (1) year.
The Board of Directors is fully authorized, for a period of one (1) year following the approval
date by the General Assembly, to execute the Buy-Back Program, carry out the Buy-Back and
disposal of the Buy-Backed Shares, and perform other necessary transactions as per the
legislation. The Board of Directors also has the authority to terminate the Buy-Back Program
before the end of the designated period if deemed necessary.
Within the scope of the authorization period, the Board of Directors may carry out one or more
Buy-Backs at any time and at different times.
The Board of Directors, authorized by the General Assembly, may delegate this authority to
designated individuals or legal entities.
Article 5. Maximum Number of Shares Subject to Buyback
The Company may execute a Buy-Back up to 1,305,000,000 (one billion three hundred-five
million) shares with a nominal value of TRY 13,050,000.00 (thirteen million fifty thousand
Turkish Liras), representing 3% of its paid-in or issued capital, in accordance with the
provisions of the Communiqué. If there are changes in legislation or an increase in capital
during this period, transactions will be executed based on the revised capital and applicable
legislation. Buy-Backed Shares disposed during the Buy-Back Program period are not
considered a deduction when calculating this ratio.
Article 6. Termination of the Program Upon Reaching the Maximum Buy-Back Limit
The Buy-Back Program will be terminated upon reaching the maximum number of shares
subject to Buy-Back.
Article 7. Lower and Upper Price Limits for Share Buy-Back
The "lower price limit" for share Buy-Back is 1 (one) kuruş.
The "upper price limit" for share Buy-Back is 20% more than the "book value per share," which
is calculated by dividing the "equity" amount stated in the latest publicly disclosed consolidated
financial statement (balance sheet) on the Public Disclosure Platform ("KAP") by the
Company's issued capital [(equity/issued capital) x 1.20].
In the event of transactions requiring the adjustment of the stock market price of our shares, the
same adjustment will be applied to the lower and upper price limits determined for the buyback. The adjusted lower and upper price limits will be disclosed on the Public Disclosure
Platform ("KAP") as a special announcement.
Article 8. Disposal Principles of Buy-Backed Shares During the Program
Buy-Backed Shares may be disposed of via sales on the Stock Exchange either during or after
the Buy-Back Program, in accordance with the Communiqué and other relevant legislation
provisions. The Board of Directors is authorized to determine the sales principles of the BuyBacked Shares within the regulatory framework.
Article 9. Total Amount and Source of Funds Allocated for the Buyback
A maximum fund of TRY 1.350.000,000 sourced from the Company's internal resources and
revenue from operations, has been allocated for the Buy-Back.
The total cost of Buy-Backed Shares cannot exceed the total amount of distributable profits.
Article 10. Number of Buy-Backed Shares and Not Disposed of Yet, Ratio to Capital, and
Results of the Previous Program
With the Board of Directors' resolution No. 936 dated May 29, 2024, it has been decided by our
Company's Board of Directors to buy-back shares in line with the Capital Markets Board’s
Communiqué No. II-22.1 on Buy-Backed Shares and its announcement made under the
principle decision No. 9/177 dated February 14, 2023 to protect shareholder interests and
contribute to fair price formation. Accordingly, a maximum fund allocated for the share buyback, to be covered from internal resources, has been set at TRY 550,000,000 (five hundred
fifty million Turkish Lira) and the maximum number of shares subject to buy-back has been
determined as TRY 4,350,000 (four million three hundred fifty thousand Turkish Lira) in
nominal value. Under the buy-back program, a total of 435,000,000 (four hundred thirty-five
million) shares, representing approximately 1% of the Company’s capital, with a nominal value
of TRY 4,350,000 (four million three hundred fifty thousand Turkish Lira), have been
purchased by the Company itself from the Stock Exchange.
Taking into account the shares acquired from the Stock Exchange under the share buy-back
programs previously carried out by the Company:
i) The Company has repurchased a total of 995,000,000 (nine hundred ninety-five million)
Company shares, representing approximately 2.287% of its capital.
ii) The number of shares currently held by the Company and not yet disposed of is 995,000,000
(nine hundred ninety-five million) representing 2.287% of its capital.
Article 11. Potential Impact of the Buy-Back Program on the Company’s Financial
Position and Operating Results
In line with the purpose of the Buy-Back, it is assessed that the Buy-Back Program will not
have a significant or adverse impact on the Company's financial position and operating results.
Article 12. Information on Subsidiaries Eligible to Execute Buy-Back Under the Program
The following Subsidiaries of the Company, registered with the Istanbul Trade Registry, may
execute Buy-Back under the Program:
• Alarko Enerji Anonim Şirketi (Registry No: 101245-0, Muallim Naci Cad. No: 69,
Beşiktaş/İstanbul
• Attaş Alarko Turistik Tesisler Anonim Şirketi (Registry No: 122327-0, Muallim Naci
Cad. No: 69, Beşiktaş/İstanbul)
• Altek Alarko Elektrik Santralları Tesis İşletme ve Ticaret Anonim Şirketi (Registry No:
237701-0, Muallim Naci Cad. No: 69, Beşiktaş/İstanbul)
• Alsim Alarko Sanayi Tesisleri ve Ticaret Anonim Şirketi (Registry No: 47041-5,
Emirhan Cad. Barbaros Plaza İş Merkezi 113/C K 2.3.4.8, Dikilitaş Beşiktaş/İstanbul)
Madde 13. Information on the Lowest, Highest, and Weighted Average Share Price for the
Last Year and Last 3 Months
As of March 7, 2025, the lowest, highest, and weighted average share prices (in Turkish Lira)
for the last year and the last three months are as follows:
a) Annual;
Lowest share price: TRY 76.95
Highest share price: TRY 144.22
Weighted average share price: TRY 101.54
b) Last 3 months;
Lowest share price: TRY 76.95
Highest share price: TRY 102.40
Weighted average share price: TRY 88.77
Madde 14. Benefits for Related Parties from the Buy-back Transaction
There is no special benefit that related parties will derive from this transaction.
Madde 15. Execution
This Buy-Back Program will be executed by the Board of Directors.
Madde 16. Enforceability
This Buy-Back Program will come into effect on the date it is approved by the General
Assembly.