Proxy Solicitation & Information Statement • Mar 3, 2025
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
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.
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.
| 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: |
SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
*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.
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.