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TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

Proxy Solicitation & Information Statement Mar 3, 2025

5963_rns_2025-03-03_7580362c-389c-4401-88e6-21a4864e323f.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING

TÜPRAŞ, TURKISH PETROLEUM REFINERIES CORP. To the Chair of the General Assembly of Shareholders,

I hereby appoint as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Turkish Petroleum Refineries Corp. that will convene on March 27, 2025, Thursday at 10:00 at the address of Güney Mahallesi Petrol Caddesi No:25 Körfez- Kocaeli.

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A. SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

  1. About the agenda items of General Assembly:
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the attorney
partnership management.
c) The attorney is authorized to vote in accordance with the following
instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the General Assembly.

Agenda Items Accept Reject Dissenting
Opinion
1. Opening and Election of the Chairing Committee,
2. Review, discussion and approval of the Annual Report of the Company for
the fiscal year 2024 as prepared by the Board of Directors,
3. Presentation of the summary of the Independent Audit Report for the year
2024,
4. Review, discussion and approval of the 2024 Financial Statements,
5. Release of the members of the Board of Directors from liability for the affairs
of the Company for the year 2024,
6. Approval of the amendment to be made to the Company's "Dividend
Distribution Policy" for the year 2025 and the following years in accordance
with the Capital Markets Board regulations,
7. Within the framework of the Company's dividend policy; approval,
amendment or disapproval of the Board of Directors' proposal on profit
distribution of year 2024 and the date of dividend distribution,
8. Approval, approval with amendments or rejection of the Board of Directors'
proposal on the amendment of Article 6 titled as "Capital" of the Company's
Articles of Association, for the purpose of increasing the registered capital
ceiling and extending its validity period,
9. Determination of the number of Board Members, their term of office,
election of members in accordance with the number determined and
election of Independent Board Members,
10. In accordance with the Corporate Governance Principles, presentation to
shareholders and approval by the General Assembly of the "Remuneration
Policy" for the members of the Board of Directors and the Senior
Executives and the payments made on that basis,
11. Resolution of annual gross salaries of the Members of the Board of
Directors,
12. Approval of the Independent Audit Firm as selected by the Board of
Directors, in accordance with the provisions of the Turkish Commercial
Code, the Capital Markets Board regulations and Public Oversight,
Accounting and Auditing Standards Authority,
13. Presentation to shareholders of the donations made by the Company in
2024 and resolution of an upper limit for donations to be made for 2025 as
per the "Donation and Sponsorship Policy",
14. In accordance with the Capital Markets Board regulations, presentation to
shareholders of the securities, pledges and mortgages granted in favour of
the third parties in the year 2024 and of any benefits or income thereof,
15. Authorization of the shareholders with management control, the members
of the Board of Directors, the senior executives and their spouses and
relatives related by blood or affinity up to the second degree as per the
provisions of Articles 395 and 396 of the Turkish Commercial Code and
presentation to shareholders, of the transactions carried out thereof in the
year 2024 pursuant to the Corporate Governance Communique of the
Capital Markets Board,
16. Informing the Shareholders about the Strategic Transition Plan announced
by Tüpraş regarding the low-carbon economy transition plan and the work
carried out in 2024 within the scope of the plan,
17. Wishes and Opinions.

If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

2. Special instruction related to other issues that may come up during General
Assembly meeting and rights of minority:
  • a) The attorney is authorized to vote according to his/her opinion.
  • b) The attorney is not authorized to vote in these matters.
  • c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B. The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

    1. I hereby confirm that the attorney represents the shares specified in detail as follows:
  • a) Order and Serial(*)
  • b) Number / Group (**)
  • c) Amount-Nominal Value
  • d) Share with voting power or not
  • e) Bearer-Registered(*)
  • f) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of numbers.

  1. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders whocould attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

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