1. General Provisions
1.1. Dividend policy (hereinafter "Insurance Company") of “Mega İnsurance” OJSC (hereinafter "Policy") has been compiled on the basis of the Civil Code of the Republic of Azerbaijan, the Tax Code of the Republic of Azerbaijan, other relevant normative-legal acts and Charter of the Insurance Company.1.2. The purpose of this Policy is to define the general principles for strengthen the capital of the insurance company, maintaining its position in the existing competitive environment in the market taking into account the requirements of the supervisory authority over the capital of the insurance company, the proper distribution of company profits among shelhorders.1.3. This Policy defines the rules for calculation, declaration and payment of dividends by the insurance company.1.4. This Policy is aimed to comply with the principles of transparency, fairness, stability and consistency in the payment of dividends.
- Transparency - determination of the responsibilities and obligations of the parties involved in the implementation of the dividend policy, including the amount and payment of dividends;
- Fairness – providing equal rights of all shareholders to receive information on dividend payment, amount and issuance rules of dividend;
- Stability – İnitiative of Insurance company to make fixed dividend payments;
- Consistency – in absolute order execution of the procedure and principles of dividend policy.1.5. The ordinary share dividend is the portion of the net profit of the insurance company distributed to shareholders as computed payments per share.1.6. The dividend on preferred stock is the amount paid to the holder, as a rule, as a fixed percentage of the par value of the share regardless of the outcome of the insurance company's activity.1.7. İnsurance company, as a rule, pays annual dividends.1.8. The insurance company will try to pay dividends for each fiscal year and in any year it does not do so disclose this information to shareholders.
2. Decision on repayment of dividends
2.1. Taking into account the impact of the payment of dividends on the adequacy of the capital of the insurance company, the Board of Directors shall propose to the Counsel of Directors what part of the net profit is distributed in the form of dividends. This proposal is reviewed at the meeting of the Counsel of Directors dedicated to distribution of profit of the Insurance Company according to the results of the financial year and submitted for approval to the General Meeting of Shareholder.
2.2. The decision on announcement and payment of dividends by the insurance company is made by the General Meeting of Shareholders of the Insurance Company based on the Counsel of Directors' recommendations.
2.3. When making a decision on the announcement and repayment of dividends, their amount and the procedure for making payments on each type of share must be determined.
2.4. In the decision on the announcement and payment of dividends of the General Meeting of Shareholders the following should be reflected:
2.4.1. The category and type of shares that have been decided to pay dividends;
2.4.2. Dividend payment term;
2.4.3. Dividend payment form;
2.5. The insurance company performs the calculation (distribution) of dividends on ordinary shares after full dividend calculation (distribution) of privileged shares.
2.6. The General Meeting of Shareholders can not decide on the announcement and payment of dividends in the following cases:
2.6.1. If the value of the net assets of the insurance company is less than the amount of its charter capital or will be less than this amount as a result of repayment of dividends;
2.6.2. If the amount of aggregate capital as a result of the announcement and repayment of dividends will be less than the amount of capital required;
2.6.3. In other cases envisaged by legislation;
3. Dividends calculation
3.1. Dividends on ordinary shares are distributed and paid in proportion to the amount of ordinary shares owned by the shareholders through the net profit of the insurance company.
3.2. The amount of dividend payable per ordinary share is determined by dividing the total amount of dividends by the total number of ordinary shares issued and redeemed by the Insurance Company.
3.3. The amount of dividends to be paid on preferred shares is determined in accordance with the current legislation and Charter of the Insurance Company by the decision of the General Meeting of Shareholders.
3.4. A dividend fund can be established to pay dividends on preference shares.
3.5. Dividends are taxed in accordance with legislation. When dividends are declared, not taken into account any taxes charged to shareholders.
3.6. New emissive shares are accrued dividends for the year they were issued.
3.7. The amount of dividends on preference shares can be changed by the decision of the General Meeting of Shareholders.
3.8. When calculating dividends, each type and nominal of shares should be the same.
4. List of persons entitled to receive dividends
4.1. The list of persons entitled to receive dividends is determined on the basis of the register of shareholders of the insurance company. That register must be compiled less than 30 days but no later than 15 days before the date of the General Meeting of Shareholders where the payment of dividends will be considered.
4.2. When determining the list of persons entitled to receive dividends, the nominal holders of shares must submit information on the shareholders who represent their interests to the Registrar of the Insurance Company at the date of drawing up the registry.
5. Payment of dividends
5.1. The declared dividends are paid to shareholders within 1 (one) month.
5.2. Dividends are paid to the last owner of stock on the day of payment. When the last owner of the stock is said, it is intended the shareholders listed in the extracts from the last register.
5.3. Board of Direktors must ensure that the declared dividends are paid to shareholders.
5.4. İnsurance company publishes information on the procedure, date and place of payment of dividends on the press and its website.
5.5. The Shareholder may apply to the Insurance Company for request on to be included into the list of persons entitled to receive dividends, as well as the order, date and place of payment of dividends. In this case, the insurance company must send an appropriate response to the shareholder within five (5) business days from the date of receipt of the request.
5.6. In the cases referred to in paragraph 2.6 of this Policy, insurance company can not pay declared dividends to shareholders even if the general meeting of shareholders has a decision.
5.7. If the circumstances described in paragraph 5.6 of this Policy are eliminated, the insurance company must pay dividends declared to shareholders within 1 (one) month.
5.8. When the relevant authority is required by the supervisory authority, payment of dividends may be made with the consent of that body.
6. Final conclusions
6.1. This Policy comes into force from the date of its approval by the Counsel of Directors.
6.2. Any change in the legislation of the Azerbaijan Republic or the Charter of the İnsurance Company after the entry into force of this Policy, the provisions of this Policy is used to a part which does not contradict those amendments