TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

M&A Activity • Aug 31, 2022

Summary Info	CMB Approval of the Issuance Certificate of our Company Shares to be Issued in the Process of Transferring Entek Shares from Koç Holding and Aygaz to our Company through Partial Division
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	AYGAZ, KCHOL

Board Decision Date	25.04.2022
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2021
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
ENTEK ELEKTRİK ÜRETİM A.Ş.	Not Trading On The Stock Exchange	90,97667	A	Registered

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, TUPRS, TRATUPRS91E8	250.419.199,999	24.837.314		275.256.513,999	A Grubu, TUPRS, TRATUPRS91E8
C Grubu, İşlem Görmüyor, TRETPRS00011	0,001			0,001

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	250.419.200 TL	24.837.314 TL	0 TL	275.256.514 TL

Capital Market Board Application Date Regarding Merger	29.04.2022
Capital Market Board Application Result Regarding Merger	APPROVAL
Capital Market Board Approval Date Regarding Merger	07.07.2022
Date of Related General Assembly	25.08.2022
Was The Issue Of Merger Negotiated? Was It Accepted?	Accepted
Capital Market Board Application Date	29.08.2022
Capital Market Board Application Result	APPROVAL
Capital Market Board Approval Date	31.08.2022
Date Of Registry	26.08.2022
Effective Date	01.09.2022
Payment Date	05.09.2022
Record Date	02.09.2022
Was The Process Completed For The Merging Companies?	Yes

Additional Explanations

Our Company's application to the Capital Markets Board (CMB) to approve the issue certificate regarding the capital increase amount was approved on 31.08.2022 and the issue document is attached.

Accordingly, the issued capital of Tüpraş will be increased from TL 250,419,200 to TL 275,256,514 due to the transaction, while the issued capital of Aygaz will be decreased from TL 300,000,000 to TL 219,800,767. While Tüpraş's TL 24,837,314 issued shares with a nominal value of TL 12,418,655 will be given to Koç Holding in exchange for Entek shares and the remaining nominal value of TL 12,418,659 will be given to Aygaz shareholders in exchange for Entek shares.

Within this context, the share distribution dates following the spin-off transaction are stated above.

Documents Regarding Merger

Appendix: 1	ihrac_belgesi.pdf - Other