Extract from dividend policy
Pursuant to its articles of association, the company may pay dividends out of its profits. To the extent that the company declares and pays dividends, owners of GDRs on the relevant record date will be entitled to receive dividends payable in respect of ordinary shares underlying the GDRs, subject to the terms of the deposit agreement.
The Company expects to pay dividends, if at all, in US dollars. If dividends are not paid in US dollars, except as otherwise described under ’’Terms and Conditions of the Global Depositary Receipts Conversion of Foreign Currency’’ (Prospectus dated 24 June 2011), they will be converted into US dollars by the Depositary and paid to holders of GDRs net of currency conversion expenses.
The Company’s current dividend policy provides for the payment of not less than 30% of imputed consolidated net profit for the relevant financial year of the Group. Imputed profit is calculated as the consolidated net profit for the period of the Group attributable to the owners of the Company as shown in the Company’s consolidated financial statements for the relevant financial year prepared under EU IFRS and in accordance with the requirements of the Cyprus Companies Law, Cap. 113, less certain non-monetary consolidation adjustments. Such adjustments may include, among other matters: negative goodwill; the effect of issuing and revaluing derivatives related to the sale or purchase of shares in the Company or its subsidiaries, joint ventures or associates; the non-cash effect of mergers, acquisitions and disposals of shares in the Company or its subsidiaries, joint ventures or associates; and the effect of issuing and revaluating guarantees. Payment of any such dividend will be dependent upon imputed consolidated net profit having been earned for such year and will be subject to any restrictions under applicable laws and regulations, the Company’s articles of association, available cash flow, dividends from the Company’s subsidiaries and the Group’s capital investment requirements, as well as the approval of the dividend by the general meeting of shareholders of the Company on the recommendation of the Board of Directors, based on the audited stand-alone and consolidated financial statements of the Company for the relevant financial year. Interim dividends will be declared and approved at the discretion of the Board of Directors.
The Company’s dividend policy is subject to modification from time to time as the Board of Directors may deem appropriate, including as a result of changes in applicable laws and regulations or the Company’s articles of association, or to reflect changes in the circumstances in which the Company operates. The Company is a holding company and thus its ability to pay dividends depends on the ability of its subsidiaries to pay dividends to it in accordance with applicable corporate law and contractual restrictions in shareholder and joint venture agreements. The payment of dividends by those subsidiaries is contingent upon the sufficiency of their earnings, cash flows distributable reserves and, in certain cases, the agreement of a joint venture partner. The maximum dividend payable by the Company’s subsidiaries is restricted to the total accumulated retained earnings of the relevant subsidiary, determined according to relevant law.