Pre-Annual General Meeting Information • Aug 5, 2024
Pre-Annual General Meeting Information
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TÜPRAŞ's Extraordinary General Assembly Meeting shall convene on Tuesday, 24 September 2024 at 10:00 am at the address of "Güney Mahallesi Petrol Caddesi No. 25 Kocaeli/Körfez, Turkey (Tel: +90 262 316 30 00, Fax: +90 262 316 3010-11)" to discuss and resolve the following agenda.
In accordance with the legal requirements, including the dividend distribution proposal of the Board of Directors, along with the following agenda and the Memorandum containing the information required by Capital Markets Board regulations shall be made available to the shareholders at Company Headquarters and branches, on the Company's corporate website at www.tupras.com.tr, on the Public Disclosure Platform, and in the Electronic General Meeting System of the Central Registry Agency three weeks prior to the meeting.
Shareholders who are unable to attend the meeting in person, provided that the rights and obligations of shareholders participating electronically are reserved, shall prepare their proxy documents as per the attached sample forms, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from the corporate website at www.tupras.com.tr and shall submit the signature notarized proxy documents issued in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861, to the Company. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the above-mentioned Communiqué, and the sample form attached here shall not be accepted due to our legal liability.
Shareholders intending to vote via the Electronic General Meeting System are requested to obtain information from the Central Registry Agency, our company website www.tupras.com.tr or from the company headquarters (Tel: +90 212 878 99 32 and +90 212 878 99 34) to ensure that they comply with the provisions of the by-laws for the Electronic Shareholders Meeting.
In accordance with Turkish Trade Law 6102, article 415, paragraph 4 and the Capital Markets Law article 30, paragraph 1, in order to attend the General Meeting and vote, shares do not need to be subjected to blockage. Within this respect, if our shareholders demand to attend in the General Shareholders' Meeting, there is no need for them to block their shares.
In the Extraordinary General Assembly Meeting, voting for the articles set forth in the agenda of the meeting shall be made as open voting by hand raising procedure, provided that the provisions relating to voting in electronic method are reserved.
In accordance with the Law on the Protection of Personal Data numbered 6698, the detailed information regarding processing personal data by the company, through the Policy of Tüpraş for Protection and Processing of Personal Data is shared with the public on the company's corporate website addressed www.tupras.com.tr
Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.
All the holders of relevant rights, stakeholders and the media are invited to our General Assembly Meeting.
It is submitted for shareholders' information with respect.
Company Adress: Tüpraş Genel Müdürlüğü Gülbahar Mah. Büyükdere Cad. No:101/A, 34394 Şişli/İstanbul
Trade Registry and Number: İstanbul 305678-5 Mersis No: 0875-0014-2670-0011
Additional disclosures which are done in pursuant to the "Communiqué on the Principles of Corporate Governance", Serial II-17.1 are listed below. Other mandatory general explanations are provided in this section.
As of the announcement date of the document, the total number of shares and voting rights that reflect the partnership structure and the number of shares which are representing each privileged share group if there is a privileged share in capital of the partnership and the information about the voting rights and the qualifications of the privileges are given below:
The issued capital of the Company is TL 1,926,795,598.00 and divided into 192,679,559,800 shares each bearing a nominal value of Kr 1 (One Kr). The shares of the Company are classified in two groups; (A) and (C) group shares. As stated in Article 10 of our Articles of Association; Group C share has the veto right on decisions regarding mergers, divisions or liquidation of the Company which will restrict or prevent the fulfillment of the fuel needs of Turkish Armed Forces.
The shareholders attending the ordinary and extraordinary General Assembly meetings use their votes pro rata with the nominal value of their shares. The voting rights of our shareholders, taking into consideration privileged shares, are provided in the following table:
| Shareholder | Amount of Shares (TL) |
Rate of Capital (%) |
Voting Right | Rate of Voting Right(%) |
|---|---|---|---|---|
| Enerji Yatırımları A.Ş. (A Group) | 893,996,545.48 | 46.4% | 89,399,654,548 | 46.4% |
| Koç Holding A.Ş. (A Group) | 122,297,870.88 | 6.35% | 12,229,787,088 | 6.35% |
| Other (A Group) | 910,501,181.63 | 47.25% | 91,050,118,163 | 47.25% |
| Privatization Administration (C Group) | 0.01 | 0.0% | 1 | 0.0% |
| Total | 1,926,795,598.00 | 100.0% | 192,679,559,800 | 100.0% |
Parent of the Company, Enerji Yatırımları A.Ş., is controlled by Koç Holding A.Ş., Koç Family and the companies owned by them.
There are no management and operating changes that will significantly affect the activities of our Company and its subsidiaries, realized in the current accounting period or planned for the upcoming accounting periods. Material event disclosures related to regulations are available at www.kap.gov.tr and at the Company's website https://www.tupras.com.tr/en/materialdisclosures
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
No such demand has been made for the Extraordinary General Assembly Meeting.
Within the framework of the provisions of "Turkish Commercial Code (TCC) no.6102", "the Regulation of the Ministry of Customs and Commerce regarding Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Commerce to be Present in these Meetings" ("Regulation" or "General Assembly Regulation") and Article 7 of the General Assembly Principles, a Chairman shall be elected to chair the General Assembly meeting. Within the framework of the General Assembly Principles, at least one person needs to be appointed as Secretary. The Chairman may also appoint adequate number of vote-collectors.
Approval or amendment or disapproval of the Board of Directors' proposal will be discussed by taking into consideration the Company's Dividend Distribution Policy, long-term strategy, investment and financing policies, profitability and cash position.
According to the Dividend Communiqué numbered II-19.1, TL 23,000,000,000.00 to be paid to shareholders as dividend in cash, according to the records prepared in accordance with Tax Procedure Law and financial statements prepared within the framework of TFRS regulations out of TL 23,000,000,000.00 which is subject to distribution and out of TL 2,300,000,000.00 general legal reserve which will be allocated, to be both covered by the profits of previous years. Based on the calculations made in accordance with the tax regulations, TL 23,000,000,000.00 dividend to be distributed by paying gross TL 11.9369175 (1,193.69%) and net TL 10.7432257 (1,074.32%) for each share with a nominal value of 1 TL. To make the dividend distribution in accordance with the dematerialization regulations of Merkezi Kayıt Kuruluşu A.Ş. (Central Registry Agency Corporation) starting from September 27, 2024.
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