TURCAS PETROL A.Ş.

M&A Activity • Jun 17, 2019

Summary Info	About the merger of our 100% subsidiary, Turcas Elektrik Toptan Satış A.Ş. (TETSAŞ) via acquisition by Turcas Petrol A.Ş
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	11.06.2019
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2018
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
Turcas Elektrik Toptan Satış A.Ş.	Not Trading On The Stock Exchange

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, TRCAS, TRATRCAS92E6	255.599.850	0	0	255.599.850
B Grubu, İşlem Görmüyor, TRETRCS00019	112,5	0	0	112,5
C Grubu, İşlem Görmüyor, TRETRCS00027	37,5	0	0	37,5

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	255.600.000 TL	0 TL	0 TL	255.600.000 TL

Additional Explanations

It has been resolved by Turcas Petrol A.Ş.'s Board of Directors dated 11.06.2019 that;

1. Preparation and signing of merger agreement and other relevant documents for the facilitated merger procedure of our Company by way of acquisition with Turcas Elektrik Toptan Satış A.Ş. (where we own all the shares that grants voting rights), which is a 100% affiliate of our Company and registered to Istanbul Trade Registry Directorate with the registration number 447200, whereby all its assets and liabilities shall be transferred to our Company as a whole, and,

2. Application of facilitated merger procedure and benefiting from eases provided by the legislations related to facilitated merger and within this scope:

(i) not to require the independent audit report, merger report and expert institution opinion,

(ii) not to apply to the examination process of merger documents pursuant to Article 149 of Turkish Commercial Code,

(iii) approval of the merger agreement by board of directors' resolution without being submitted to approval of the general assembly,

3. Carrying out aforementioned merger through financial statements dated 31.12.2018 of the Companies,

4. No retirement right has arisen pursuant to the pursuant to the Capital Markets Board Communiqué no. II-23.1 on the "Common Principles Regarding Significant Transactions and the Retirement Right"

5. In the framework of this content including but not limited to abovementioned matters, execution of all works and transactions which will be and/or should be completed by the finalization of the facilitated merger transaction; carrying out all kinds of private and formal applications including applications to all related private and formal institutions, registrations, notifications and all other works and transactions provided under the legislations. Following this transaction, our Company aims to increase operational efficiency within the group and simplify our Company's organization

Further details about the process will be shared with the public in a timely manner.

Kind regards,