1.1. This Dividend Policy (hereinafter the Dividend Policy) of Globaltrans Investment PLC (hereinafter GLTR or the Company) sets out the guiding principles to be followed by the Board of Directors of the Company (hereinafter the Board) when making recommendations to the shareholders or decisions, when applicable, on declaration and distribution of dividends enabling the Company’s shareholder to participate in the Company’s profits.
1.2. When adopting the Dividend Policy, the Board expects that it will remain in force for an indefinite period of time. However, the provisions of this Dividend Policy are subject to modification from time to time as the Board may deem appropriate, as a result of matters including the Board’s assessment of changes in the applicable laws and regulations, the Articles of Association of GLTR or as provided in clause 5.1 hereof.
1.3. This Dividend Policy sets our guidelines for the Board in assessing, distributing, or determining its recommendations to the Company’s shareholders with respect to dividends on the Company’s shares and the terms and methods of distribution of those dividends.
2. MAIN PRINCIPLES
2.1. Shareholders are entitled to receive dividends on their shares in the Company out of a portion of the Company’s net profits.
2.2. Dividends shall be allotted to the shareholders in proportion to the amount of GLTR shares owned by them.
2.3. The declaration and distribution of dividends on the shares are subject to the Cyprus Companies Law, Cap. 113 and the Articles of Association of GLTR.
2.4. The Company’s dividend policy is based on a balance of long-term interests of GLTR and its subsidiaries and associates (hereinafter the Group) and its shareholders and respect for and strict observation of the shareholders’ rights as provided by the applicable laws and regulations.
3. DETERMINATION OF DIVIDEND AMOUNT
3.1. The policy is to recommend to shareholders a dividend per annum of not less than 30 (thirty) percent of the imputed consolidated net profit (if any) of the Group based on the Group consolidated financial statements for past financial year prepared in accordance with the International Financial Reporting Standards as adopted by the EU (hereinafter EU IFRS) and determined in paragraph 3.2 hereafter.
3.2. Imputed consolidated net profit of the Group is calculated according to the following formula: cons cons NP NP Adj where NP is the imputed consolidated net profit; cons NP is consolidated net profit of the Group attributable to the owners of the Group as shown in the Group consolidated financial statements for the past financial year prepared in accordance with EU IFRS; cons Adj are non-cash adjustments determined by the Board including but not limited to:
- negative goodwill;
- non-cash results of mergers, acquisitions and disposals of shares of Group subsidiaries, jointventures or associates;
- share of profit of associates; and
- the results of the issuing, amortisation and the revaluation of guarantees.
3.3. The Board will recommend the final dividend in respect of each financial year for approval by the general meeting of shareholders (the GM) based on audited stand-alone and consolidated financial statements of the Group for that financial year. The final decision regarding the declaration or distribution of dividends, if any, shall be taken by the GM at its sole discretion.
3.4. Subject to paragraph 3.3 above, the distribution of dividends shall take place at least once a year.
3.5. Interim dividends, if declared, are declared and approved at the discretion of the Board. When considering interim dividends, the Board will take into account the interim performance results based on the interim consolidated financial information provided by the management of the Group (semiannual accounts) and prospects of the Group, its planned and committed capital expenditures, financial flexibility requirements, the availability and cost of funds from external sources, and other relevant matters.
3.6. The Company’s aggregate interim and final dividends shall be calculated according to the following formula: D = D ord *Q ord where D is the aggregate interim or final dividend to be paid by the Company; D ord is the amount of interim or final dividend per ordinary share as declared by the Company; and Q ord is the quantity of ordinary shares issued by the Company on the relevant dividend record date.
The following prerequisite shall be observed for final dividends: D = NP x RNP – Dint where NP is the imputed net profit as defined in paragraph 3.2 above; and RNP is the ratio showing the proportion of the net profit allocated for dividends, subject to the 30 (thirty) percent minimum prescribed in paragraph 3.1 above. int D is the amount of interim dividend (if any) declared for the relevant financial year.
3.7. The decision on payment (declaration) of dividends shall specify:
- the class of shares on which the dividend is declared;
- the amount of the dividend corresponding to one share of the relevant class;
- the final date of payment of the dividend;
- the form of payment.
3.8. Dividends shall not be accrued and paid on shares that are:
- un-issued (unplaced);
- held in treasury by the Company;
- in other cases provided for by the applicable laws and regulations.
4. PAYMENT OF DIVIDENDS
4.1. Only shareholders recorded as such in the register of members of GLTR as of the record date are entitled to receive dividends on shares issued by GLTR. The record date is the date of the declaration of dividends (i.e. the date of approval by the shareholders), unless otherwise determined by the Board.
4.2. GLTR is responsible for due and full distribution of declared dividends on the basis of the relevant information provided by its shareholders.
4.3. Certain dividend payments may be subject to withholding tax on their gross amount in accordance with tax laws of the Republic of Cyprus and the countries of residence of shareholders. When calculating withholding tax and transferring the tax amounts, GLTR will act with respect to taxes levied on dividends in the Republic of Cyprus as prescribed by applicable law. It remains the shareholders’ responsibility to pay all taxes on the dividends received in the countries of their residence.
4.4. When calculating the amount of withholding tax, GLTR will take into account the existing double tax treaties with the countries where shareholders are registered.
4.5. The shareholders shall be responsible for providing the information and documents necessary for proper taxation, including but not limited to the information and documents required to apply any international agreements for the avoidance of double taxation to which the Republic of Cyprus is party, if applicable.
4.6. Unless the board proposes and shareholders approve otherwise, dividends on GLTR shares shall be paid in cash through a cash transfer to the shareholders’ accounts provided by shareholders.
4.7. Unless the shareholders or the Board decide otherwise, dividends shall be distributed not later than 30 (thirty) days after the date on which Board or the GM, as applicable, passes the relevant resolution. No shareholders shall enjoy the advantage of an early dividend payment.
5. APPROVAL AND UPDATES TO DIVIDEND POLICY
5.1. The terms of this Dividend Policy and the way in which it is applied may need to change over time to reflect changes in the circumstances under which the Company operates. In these cases the Company plans to adapt and amend this Dividend Policy to remain relevant in the changed circumstances, with a view to ensuring that the Company is able to operate effectively and exploit new opportunities.
5.2. The resolution to approve the provisions of this Dividend Policy, as well as any resolutions to make amendments or additions to this policy and any resolutions to cancel it, shall be made by the Board. The provisions shall enter into force upon their approval by the Board.