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AYGAZ A.Ş.

Annual Report Oct 31, 2025

9033_rns_2025-10-31_bd8d2818-c254-41bd-8846-e30f119b71a6.pdf

Annual Report

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BUSINESS AREA

The main activity of the Company is purchasing liquefied petroleum gas ('LPG') from domestic refineries and overseas market, stocking, filling and delivery to retailers for distribution to customers as cylinder, autogas and bulk gas. Aygaz A.S ('Company' or 'Aygaz') manufactures LPG cylinders, LPG tanks, regulators and other supplementary materials which are necessary for the end-user in its Gebze Facility. The Company has five marine terminals, five filling plants* and eight distribution centers operated by the most modern technology which comply with international standards. As of the end of September 2025, Aygaz serve to customers with 1,980 cylinder dealers and 1,907 autogas stations.

Production and distribution of LPG appliances are also included in the activities as well as manufacture, purchase, sale and after-sale services of LPG cylinders, LPG tanks, LPG stoves and other supplementary materials which are complementary equipment for the end-user.

The Company is registered to Istanbul Trade Registry with number 80651-0 (Mersis No: 0-1190-0510-2700141) and contact information of its headquarters and branches appear on its website, www.aygaz.com.tr.

(*) Excluding the filling plants in the Terminals.

CAPITAL AND SHAREHOLDING STRUCTURE

The issued capital of the Company is TL 219,800,767 and the recent decrease transaction following the approval of the transaction by the Capital Markets Board ("CMB") on July 7, 2022 and was published in the Turkish Trade Registry Gazette ("TTRG") on September 1, 2022.

Company's

Issued capital : TL 219,800,767.00 Upper limit of registered capital : TL 1,000,000,000.00**

(**) At the Ordinary General Assembly meeting held on March 27, 2025, it was decided to increase the Registered Capital Ceiling to TL 1,000,000,000.00, and this decision was published in the Turkish Trade Registry Gazette on April 7, 2025.

The shareholding structure
as of September
30,
2025
TL %
Koç Holding A.Ş. 89,424,844.65 40.68
Temel Ticaret ve Yatırım A.Ş. 12,692,827.96 5.77
Koç Family 10,451,500.67 4.76
Liquid Petroleum Gas Dev. Co. 53,884,641.77 24.52
Free float*** 53,346,951.96 24.27
Total 219,800,767.00 100.00

(***) The free-floating shares in the amount of TL 1,996,553.90 (ratio to capital 0.91%) belong to Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., of which Liquid Petroleum Gas Dev. Co. is a 100% shareholder.

BOARD OF DIRECTORS

Division of duties among the Board of Directors which are elected in the Ordinary General Assembly dated March 27, 2025 are determined by the Board Resolution dated April 22, 2025 as below;

Board of Directors

Rahmi M. Koç Chairman of the Board of Directors

Ömer M. Koç Deputy Chairman of the Board of Directors

Alexandre F.J. Picciotto Member Levent Çakıroğlu Member Yağız Eyüboğlu Member

M.M. Gülay Barbarosoğlu Independent Member Neslihan Tonbul Independent Member Muharrem Hilmi Kayhan Independent Member

Executive Committee

Rahmi M. Koç Chairman Ömer M. Koç Member Ali Y. Koç Member Alexandre F.J. Picciotto Member Caroline N. Koç Member

Audit Committee

Muharrem Hilmi Kayhan Chairman M.M. Gülay Barbarosoğlu Member

Corporate Governance Committee

Neslihan Tonbul Chairwoman Yağız Eyüboğlu Member Gökhan Dizemen Member

Risk Management Committee

M.M. Gülay Barbarosoğlu Chairwoman Levent Çakıroğlu Member

EXECUTIVE MANAGEMENT

Melih Poyraz General Manager

Gökhan Dizemen Assistant General Manager (Finance)

Ayşe Abamor Bilgin Assistant General Manager (Technical Affairs and Investments)

Ahmet Ercüment Polat Assistant General Manager (Sales) Şenol Zafer Polat Director (Cylinder Gas Sales) Hakan Öntürk Director (Autogas Sales) Elifcan Yazgan Director (Supply Chain) Esra Topkoç Director (Human Resources)

Gökhan Burak Gürbüz Director (Production) Didem Kalkan Erdem Director (Marketing)

Detailed profiles of the Board of Directors and Executive Managers and the principles of the Committees which are established by the Board of Directors are available at the website of Aygaz. (www.aygaz.com.tr)

SUBSIDIARIES and AFFILIATES

The details of the subsidiaries and affiliates included in the consolidation are as below:

Subsidiaries Place of
incorporation
and Operation
Principal Activity
Anadoluhisarı
Tankercilik A.Ş.
Kandilli
Tankercilik A.Ş.
Kuleli Tankercilik A.Ş.
Bebek Shipping S.A
Kuleli International Supply and Shipping FZCO
Kuzguncuk Tankercilik A.Ş.
Akpa
Day. Tük. Lpg ve Akar. Ürün. Paz. A.Ş.
Aygaz Doğal Gaz Toptan Satış A.Ş.
Aygaz Doğal Gaz İletim A.Ş.
Bal Kaynak Su İthalat İhracat Sanayi
ve
Ticaret A.Ş
Turkey
Turkey
Turkey
Panama
Dubai
Turkey
Turkey
Turkey
Turkey
Turkey
Shipping
Shipping
Shipping
Shipping
Shipping
Shipping
Marketing
Natural Gas
Natural Gas
Water distribution
Investments in associates
and
Joint ventures
Place
of
incorporation
and Operation
Principal
Activity
Enerji Yatırımları A.Ş.
Opet Aygaz Gayrimenkul A.Ş.
Kolay Gelsin Dağıtım Hizmetleri
A.Ş.*
United Aygaz LPG Ltd.
Turkey
Turkey
Turkey
Bangladesh
Energy
Real Estate
Cargo Transport/Distribution
LPG supply, filling and
distribution
Financial Assets Place of
incorporation
and Operation
Principal
Activity
Koç Finansal Hizmetler A.Ş.
Ram Dış Ticaret A.Ş.
Turkey
Turkey
Finance
Trade

*As of June 28, 2024, became associate following the merger. The company name, originally Sendeo Dağıtım Hizmetleri A.Ş., was changed to Kolay Gelsin Dağıtım Hizmetleri A.Ş. upon registration on June 27, 2025.

In July 2010, the Company has restructured its shipping operations under new legal entities, and established Anadoluhisarı Tankercilik A.Ş., Kandilli Tankercilik A.Ş., Kuleli Tankercilik A.Ş. and Kuzguncuk Tankercilik A.Ş. with an effective ownership interest of 100%. The main activities of these companies are to purchase, build or rent vessels and to operate them in domestic and/or overseas transportation of crude oil, petroleum products, liquid petroleum gas, natural gas and solid, liquid and liquefied products. The vessel named "Kuleli", included in Company assets and used in liquid petroleum gas transportation, is sold in cash on October 13, 2017. Kuleli Tankercilik A.Ş has purchased 100% shares of Bal Kaynak Su İthalat İhracat Sanayi ve Ticaret A.Ş. ('Bal Kaynak') on March 14, 2019. The capital of the Bal Kaynak was increased by TL 50.000 thousand up to TL 133.000 thousand with the decision of the Ordinary General Assembly held on March 3, 2022. Bal Kaynak continues its water trade activities with the aim of providing sustainable production.

Kuleli International Supply and Shipping FZCO has been established in the DMCC (Dubai Multi Commodities Centre Authority) free zone, based in Dubai, United Arab Emirates, in order to support our supply chain and LPG transportation activities and to closely monitor opportunities in international markets, which is 100% owned by our subsidiary Kuleli Tankercilik A.Ş.

Akpa Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş ("Akpa") is mainly engaged in sales of cylinders through either its own organisation or dealers, retail and wholesale of LPG, fuel and lubricants through autogas stations.

Main activity of Aygaz Doğal Gaz Toptan Satış A.Ş. and Aygaz Doğal Gaz İletim A.Ş. (together "Aygaz Doğal Gaz") is to purchase natural gas from domestic and/or overseas suppliers, selling natural gas to domestic and/or overseas customers and make related arrangements for the modulation, storing of natural gas and building necessary facilities.

Kolay Gelsin Dağıtım Hizmetleri A.Ş. ("Kolay Gelsin"), (Former trade name: Sendeo Dağıtım Hizmetleri A.Ş. ("Sendeo") which started as an in-house entrepreneurship project, has started its cargo delivery and distribution activities in 2020. On 3 August 2021, 45% of the shares were transferred to Koç Holding A.Ş. and subsequently the name of the company was changed to Sendeo. All prerequisites and share transfers for the purpose of conducting the activities of Sendeo Dağıtım Hizmetleri A.Ş., in which Koç Holding A.Ş. and Aygaz A.Ş., collectively own all shares, and Kolay Gelsin, which is wholly owned by Ahmet Musul, under the "Kolay Gelsin" brand with the principle of equal partnership of Sendeo shareholders and Ahmet Musul have been completed as of June 28, 2024 and legal merger transactions were registered by the Trade Registry Office on October 9, 2024. The company name, originally Sendeo Dağıtım Hizmetleri A.Ş., was changed to Kolay Gelsin Dağıtım Hizmetleri A.Ş. upon registration on June 27, 2025.

In December 2005, Enerji Yatırımları A.Ş. ("EYAŞ") was established to acquire 51% block shares of Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş"), to participate in Tüpraş's management and its operational decisions as well as to establish and operate in oil refinery related sectors in Turkey. As of September 30 2025, EYAŞ's ownership in Tüpraş has been 46,40%.

Opet Aygaz Gayrimenkul A.Ş. was established on September 20, 2013, as a joint venture with 50% equal shares by the Company and Opet Petrolcülük A.Ş., which is the Company's business partner, operating in distribution of fuel products. Its main activity is to establish, purchase, operate and rent fuel and LPG stations.

Within the scope of the termination of the business partnership between Koç Group and UniCredit S.P.A on February 5, 2020, 100% of the shares representing Koç Finansal Hizmetler A.Ş ("KFS") capital were transferred to Koç Group in proportion to their shares in KFS; In addition, KFS's Yapı ve Kredi Bankası A.Ş. ("YKB") shares of 31.93% were transferred to UniCredit SPA and 9.02% to Koç Holding A.Ş. KFS's share in YKB decreased from 81.9% to 40.95%. Within this framework, the Company's share in KFS increased from 1.97% to 3.93%.

Bangladesh Investment: In line with Group's growth strategy abroad, in order to operate in LPG supply, filling and distribution in the Bangladesh market, on 5 March 2019 the Share Purchase Agreement ('Contract') and Partnership Agreement was signed between the Company and United Enterprises & Co. Ltd. With Contract it was decided that 50% of the shares of United LPG Ltd, the subsidiary of United Enterprises & Co. Ltd, which has a pre-license for LPG filling facility but no current operations yet, will be acquired. With the fulfilment of all the conditions precedents set forth in the Contract, the transfer of shares was completed on 20 January 2021 and the title of the Joint Venture Company was changed to United Aygaz LPG Ltd ("United Aygaz") on 14 February 2023.

United Aygaz received its LPG operations license issued by Bangladesh Energy Regulatory Commission ("BERC") as of August 2022 and the company has started LPG sales in the Bangladesh market. As of the end of September 2025, operations are carried out through 240 dealers and approximately 13.000 sales points.

With the capital increases made between 2021 and 2024, United Aygaz's capital reached a total of BDT 7,496 million (USD 75 million) by the end of 2024.

LEGAL AND ECONOMIC DEVELOPMENTS IN LPG MARKET

Energy Market Regulatory Authority ("EMRA") published the cumulative sector report as of August 2025. According to January-August period data of 2025, total LPG sales in Turkey decreased by 5.8% compared to the same period of the previous year and amounted to 2,636,172 tons (2024 January-August: 2,798,101 tons).

MARKET-SALES-PRODUCTION

As of the end of September 2025, Aygaz continued its leading position in the market and total LPG sales reached 1,777 thousand tons, TL 64.8 billion consolidated revenue was obtained in January-September 2025 period.

Aygaz's cylinder LPG sales are 171 thousand tons and autogas sales are 577 thousand tons that sums up to domestic retail sales of 781 thousand tons together with bulk gas sales.

International LPG sales constitute a significant portion of our Company's overseas sales revenue and have reached to 661 thousand tons and USD 391 million revenue was obtained during the first nine months of 2025 (2024 9 months: 494 thousand tons – USD 299 million revenue).

Cylinder, small bulk gas tanks, valves, pressure regulators and similar items used in LPG sales, distribution and consumption are produced by our Company. A foreign currency denominated revenue of USD 6 million was achieved with LPG cylinder and tank exports in the first nine months of the 2025 (2024 9 months: USD 7.2 million).

INVESTMENTS

Under the investment plan for 2025, total amount of investments regarding renovation of cylinders used in the LPG delivery, modernization of the facilities and autogas stations, as well as the acquisition of Osmaniye factory, has reached TL 1,098 million in nine months period (2024 9 months: TL 916 million).

RESEARCH AND DEVELOPMENT ACTIVITIES

In the first nine months of 2025, total TL 73 million was spent for research and development activities (2024 9 months: TL 48.9 million).

EMPLOYEES

For the first nine months of 2025, average number of employees working under Aygaz Group was 1,277 (2024 9 months: 1,537).

The negotiations for the new term Group Collective Labor Agreement, which will be effective as of September 1, 2025 and will cover the workers at our Gebze facility, have commenced on October 13, 2025 between the Turkish Employers Association of Metal Industries (MESS), of which our company is a member in the metal industry sector, and the Turkish Metal Union.

The Collective Labor Agreement for the period January 1, 2025 to December 31, 2026 covering our seamen working on vessels with the Seafarers' Union of Turkey was signed on April 22, 2025.

Provisions for seniority pay and leave obligations as of September 30, 2025, totalled TL 185,459 thousand.

LEGAL DISCLOSURES

Lawsuits and Sanctions

There are no lawsuits filed against the Company that may materially affect its financial position and activities and there are no administrative or legal sanctions imposed on the Company or the members of its managing body for violation of any legal provision.

Public Audits and Special Audits

In addition to the Company's internal audits, Ministry of Finance, Ministry of Customs and Trade and other regulatory and oversight organizations have also requested various documents and information, and ordinary and limited audits have been conducted.

KEY FINANCIAL INDICATORS

As of September 30, 2025, some basic indicators as compared to prior periods are as follows.

1 Jan

30
Sept
2025
1
Jan

30 Sept 2024
Gross Profit Margin
Operating Profit Margin
Net Profit Margin*
10.5%
2.4%
4.2%
8.5%
0.8%
2.3%
30 September
2025
31
December
2024
Current Ratio
Net Fin. Liability/Equity**
1.4
-4.7%
1.4
-3.5%
(*) Parent company share

(*) Parent company share (**) The Company has net cash position

GENERAL ASSEMBLY

Agenda for the Ordinary General Assembly Meeting, which is held on March 27, 2025 and the list of attendants were published at the website, www.aygaz.com.tr. Details of the main items on the agenda were:

Board of Directors

Board of Directors has been elected as Mustafa Rahmi Koç, Mehmet Ömer Koç, Alexandre François Julien Picciotto, Levent Çakıroğlu, Yağız Eyüboğlu and independent members has been elected as M.M. Gülay Barbarosoğlu, Neslihan Tonbul, Muharrem Hilmi Kayhan.

Dividend Payment and Profit Distribution

Upon review of the consolidated financial statements and Aygaz A.Ş.'s accounting records kept in accordance with the provisions of Tax Procedure Law (TPL), it was ascertained that:

  • The consolidated financial statements, prepared in accordance with TFRS and pursuant to CMB's principle decision on inflation accounting on December 28, 2023, indicate TL 2,122,621,000.00 in net profit for the reporting year and TL 3,358,577,662.41 in net profit from its fiscal year activities according to TPL records;
  • The net profit according to the consolidated financial statements prepared in compliance with TFRS in the amount of TL 2,122,621,000.00 increases to TL 2,145,439,443.11 first assessment base for dividend with the addition of TL 22,818,443.11 in donations (calculated according to the purchasing power on December 31,2024).
  • a. Accordingly, it has been resolved that setting aside a 5% as general legal reserve for 2024 pursuant to article 519 of the Turkish Commercial Code would not be required since the amount of general legal reserve in TPL records has already reached 20% of the capital as of 31.12.2024,
  • b. In compliance with the Capital Markets legislation, Article 17 of the Company's Articles of Association, and the Company's Dividend Policy approved by the shareholders at the General Assembly meeting on March 31, 2014, and taking into consideration the market expectations, the Company's long-term strategies, investment and financing policies, profitability and cash position, dividend distribution is proposed as follows:
  • TL 1,072,719,721.56 to be paid out to shareholders as first dividend
  • TL 857,934,827.38 to be paid out to shareholders as second dividend
  • TL 827,845,076.91 to be paid out to shareholders from retained profits
  • TL 274,750,958.75 to be set aside as general legal reserve
  • c. It is also proposed to pay out the total amount of TL 2,758,499,625.85 as the sum of dividends to the shareholders fully in cash.
  • d. Upon the General Assembly's acceptance of the dividend distribution proposal detailed above, it has been resolved that TL 2,758,499,625.85 in dividends to be paid out fully from current earnings and TL 274,750,958.75 for general legal reserves to be covered by current earnings. Of the total TL 2,758,499,625.85 to be paid out to shareholders in dividends based on the records prepared according to TFRS, TL 1,930,654,548.94 to be covered from net period profit and the remaining TL 827,845,076.91 to be covered from retained profits; and of TL 274,750,958.75 to be allocated for general legal reserves, TL 191,966,451.06 to be covered from net period profit and the remaining TL 82,784,507.69 to be covered from retained profits.
  • e. The balance of TL 325,327,077.81 in profit for the period according to TPL records after the dividend payout and general legal reserve deductions to be allocated for extraordinary reserves.

f. A gross=net cash dividend at the rate of 1,255.00% and in the amount of TL 12.55000 per share with a nominal value of TL 1.00 to be paid out to fully obligated corporations and our limited taxpayer shareholders who earn dividends through an office or a permanent representative in Türkiye; and a gross cash dividend at the rate of 1,255.00% and the amount of TL 12.5500 per share with a nominal value of TL 1.00, and net 1,066.75% and net amount of TL 10.6675 to be paid out to other shareholders;

and dividend payout to start on April 2, 2025.

Dividend Policy:

Our Company's dividend policy is disclosed as below in Corporate Governance Principles Compliance Report and Company website.

"Our Company distributes profits within the framework of the provisions of the Turkish Commercial Code, Capital Market Regulations, Tax Regulations and other relevant regulations, as well as the article on profit distribution of our Articles of Association. In line with Corporate Governance Principles, a balanced and consistent policy is followed between the interests of the Shareholders and the Company.

In principle, as long as related regulations, investment needs and financial resources allow, taking into consideration market expectations, our long-term company strategy, investment and financing policies, profitability and cash position, a minimum 50% of the Company's net distributable profit for the period, calculated in accordance with Capital Markets Regulations is distributed as cash and/or bonus shares by the decision of the Ordinary General Assembly or the Extraordinary General Assembly to be held during the year, if necessary, as long as it can be provided from the resources available in our legal records.

There is no privilege in dividend distribution. Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issue and acquisition dates.

Distribution of profit is aimed to be paid out at the latest within one month subsequent to the General Assembly Meeting; the date of profit distribution is resolved by the General Assembly. The General Assembly or, if authorized, the Board of Directors may decide to distribute the dividend in installments in accordance with Capital Markets Regulations.

According to the Company's Articles of Association, The Board of Directors may distribute advance dividends, provided that it is authorized by the General Assembly and complies with the Capital Markets Regulations."

Donations and Supports:

Company's donation of TL 18,657,382.57 nominally (Total amount calculated according to purchasing power on December 31, 2024 is TL 22,818,443.11) to foundations and associations with the purpose of the social relief in 2024, is submitted to the information of the shareholders. It was decided by the General Assembly that the maximum amount for donations in 2025 to be as 0.4% of the revenues of the previous year.

Other:

It was accepted by the General Assembly to authorize Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the independent auditor for the review of 2025 financial reports and to fulfill all other obligations within the scope of related regulations in the Law.

NATURE AND AMOUNT OF ISSUED CAPITAL MARKET INSTRUMENTS

The Board of Directors resolved on December 3, 2024 to issue debt instruments with a total nominal value up to TL 3,000,000,000 (Three billion Turkish Lira) after the Capital Markets Board's approval of the issuance, within the period that issuance limit is valid and to do the sale one or several times domestically by way of selling to qualified investors and/or private placement excluding public offering, and to authorize the Company management to determine the terms and conditions of the issuance and to execute the issuance transactions. The necessary application was filed on December 12, 2024 with the Capital Markets Board, which approved the application with resolution no 7/255 dated February 7, 2025.

CREDIT RATING

In June 13, 2025, our Company's credit rating process carried out by JCR Eurasia Rating has been completed and following ratings has been assigned; Long Term National Rating "AA+ (Tr) / (Stable Outlook)", Short Term National Rating "J1+(Tr) / (Stable Outlook)" and Long Term International Rating (in local and foreign currency) "BB / (Stable Outlook)".

CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE

Aygaz demonstrates its emphasis on the importance of complying with corporate governance principles and its commitment to implementing them as a continuous and dynamic process by receiving Corporate Governance Rating scores and remaining in the Corporate Governance Index. As a result of the evaluation conducted by Saha Corporate Governance and Credit Rating Services, which carries out corporate governance rating activities under the license of the Capital Markets Board ("CMB") in Türkiye, our Company's Corporate Governance Rating has been confirmed as 9.67 as of June 13, 2025.Corporate Governance Rating Score is determined under four main categories weighted by different degrees within the framework of the CMB resolution regarding the issue. The increase in the rating was realized in the "Shareholders", "Public Disclosure and Transparency" and "Board of Directors" sections. With the aim to further improve the Company's compliance risk management and to comply with corporate governance and sustainability; Code of Ethics, Community Investment Policy Compliance Policy, Sanctions and Exports Control Policy and Whistleblowing Policy were also accepted by the Company's Board of Directors on May 18, 2022 and were disclosed both on PDP and the Company website. With its current corporate governance rating, Aygaz has become one of the companies with the highest corporate governance rating in Turkey as of the date of the rating.

The sub-section ratings are confirmed as follows:

Sub-sections Weight Rating
Shareholders 0.25 95.90
Public Disclosure and Transparency 0.25 97.28
Stakeholders 0.15 99.51
Board of Directors 0.35 95.76
Total 1.00 96.74

Corporate Governance Rating Report can be accessed at our Company website. The 2024 Corporate Governance Compliance Report ("URF") and Corporate Governance Information Form ("KYBF"), approved by Aygaz A.Ş. Board of Directors, can be found in the corporate governance page of Aygaz A.Ş. on the Public Disclosure Platform ("PDP") (www.kap.org.tr).

In order to renew the existing corporate governance rating agreement between our Company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş., a new agreement valid for two years was signed on February 21, 2024, and it is valid until February 21, 2026.

SUSTAINABILITY PRINCIPLES COMPLIANCE

Aygaz follows the best sustainability practices closely, including the ones laid out in the CMB's Sustainability Principles Compliance Framework and conducts activities to adopt the generally accepted best practices in this field to the extent possible. Many of the topics that Aygaz manages as part of its sustainability efforts correspond to the principles stated in the "Sustainability Principles Compliance Framework" introduced by the Capital Markets Board (CMB) in 2020.

Aygaz A.Ş. has achieved compliance with the majority of the principles stated in the nonmandatory Sustainability Principles Compliance Framework, which was introduced by the CMB based on a "comply or explain" approach. However, full compliance with all principles has not yet been achieved due to certain implementation challenges, uncertainties in both national and international contexts, partial misalignment of some principles with the Company's current structure, and the fact that the compliance approach for some principles will be determined based on findings from ongoing studies. The Company aims to implement those principles that have not yet been fully adopted once current efforts such as the review of global best practices that support the Company's sustainable value creation goals, enhancement of technical infrastructure, and completion of data collection processes—are finalized.

Within this scope, in accordance with the "Transition Plans" section of the TSRS 2 standard, Aygaz has carried out efforts to strengthen its technical infrastructure, improve data collection processes, evaluate climate-related risks and opportunities through scenario analysis, and define measurable targets. In line with the "Governance" principle, Aygaz restructured its sustainability governance model, defined sustainability responsibilities at the Board of Directors level, and established processes for strategy development and implementation through the coordination of the Sustainability Directorate, supported by the Sustainability Leaders Team and related working groups. Under the "Risks and Opportunities" principle, short, medium, and long-term climaterelated risks and opportunities were analyzed, their financial impacts were assessed, and the findings will be reported to the Risk Committee and the Board of Directors. As part of the "Metrics and Targets" principle, targets related to environmental issues such as emissions and waste were set, progress was monitored through performance indicators, and publicly disclosed. Under the "Greenhouse Gas Emissions and Verification" principle, Scope 1 and Scope 2 emissions for the 2024 reporting period were calculated in accordance with the TS EN ISO 14064-1:2018 standard and verified by an independent third party.

Aygaz has been listed in the BIST Sustainability Index since 2018.

The Aygaz 2024 TSRS-Aligned and GRI-Aligned Sustainability Reports, which include detailed information on Aygaz's sustainability practices and performance, have been made publicly available on our Company's website (www.aygaz.com.tr).

RISK MANAGEMENT

Risk management is applied in accordance with international standards and practices as well as policies approved and strategic targets set by the Board of Directors, taking into consideration feedback from departments and Executive Committee in particular. Given the financial, operational and legal risks encountered due to the nature of the industry, risks are managed -within the framework of corporate risk management- with an integrated, holistic, systematic and proactive approach along with risk assessments spread across the Company and updated with the processes. To maintain and increase market value, the Company aims to identify and manage risks, and to take advantage of opportunities at the same time. With effective corporate risk management in place, developing shared perspectives and strategies across the Company remains the focus point.

Financial risks arising from uncertainties and fluctuations in foreign exchange, interest rates, liquidity and commodity prices are identified and evaluated and when necessary, relevant instruments are used to mitigate risks. Foreign exchange risks originate from purchases in foreign currencies regarding business activities or loans utilized in foreign currency for liquidity purposes. This risk is mitigated by the "natural hedge" that is created by reflecting exchange rate fluctuations on product sales prices and the foreign exchange position exposed to currency risk after the inventory within the said natural hedge is closely monitored and effectively managed. The risks are restricted and kept within targeted limits by forward or derivative transaction agreements when necessary.

The interest rate risk shows its effects on rate-sensitive assets and liabilities. The negative effects of interest rate risk are eliminated balancing financial debts in terms of fixed/variable interest rates and short term/long term maturities.

Liquidity risk is managed by closely monitoring current and projected cash flows and ensuring maturity match between assets and liabilities. Net working capital is closely monitored to preserve short-term liquidity, and sufficient level of cash and cashlike assets are maintained against potential capital market fluctuations. Consequently, working capital needs and liquidity risks are minimized. The Company's policy is to manage longterm liabilities with fixed-interest rates with flexible structures and to hedge the potential interest rate risks through derivative instruments. Available cash and non-cash credit lines are determined with the banks.

In terms of commodity risks, derivative transactions are performed on operational inventory in order to limit the impact of price fluctuations in international markets.

Given its broad range of activities, Aygaz's receivables are spread across different industries and geographical regions through numerous dealers and customers. Concentrating on a specific field or a customer is avoided. Commercial receivables are monitored closely with regular reporting and assessments, taking care to keep customer credit risk exposure arising from commercial receivables within approved limits.

Collaterals (letters of credit and guarantee performance bonds, pledges, etc.) are held to mitigate collection risks and risks are checked on transaction basis and the said collaterals are followed systemically. Payments are received via banking systems. The use of various payment systems also helps facilitating the collections and reducing the risks.

In terms of capital risk, the Company's objective is to carry out business with the most efficient capital structure that minimizes the cost of capital while creating value for its shareholders. The most significant indicators considered for this purpose are the ratios of Net Financial Debt/EBITDA, Total Financial Debts/ Equity, Current Ratio and Liquidity Ratio, as well as maturity structure of Financial Debt and Net Working Capital. With all these indicators within the required limits, Aygaz A.Ş. has the capital structure and debt capacity to conduct its business in a healthy manner. The Board of Directors is informed through the reports prepared by the management and presented to the Risk Management Committee periodically.

The Company's issued capital is TL 219,800,767 is protected by main partnership capital that is TL 64.5 billion as of September 30, 2025.

Operational, legal and strategic risks are evaluated by related units and the decisions made by the executive management are monitored by the Board of Directors through this committee. The Board of Directors also receives information about corporate risk management activities carried out within the scope of strategic planning and management processes through the executive management and the Risk Management Committee.

For protection against any losses that may arise due to operational or other risks, various insurances are in place including the coverages for subsidiaries. All transferable risks are delegated to third parties with insurance policies. Likewise, various other instruments have been introduced including a cyber risk insurance policy to mitigate the effect and probability of cyberattacks. Operational risks are monitored by the relevant departments of the Company and reported to senior management at regular intervals.

Regulatory changes are monitored by all related units primarily and in particular by the Legal Department. Necessary information is provided and training and compliance activities are carried out to avoid legal risks.

OTHER ISSUES

No significant developments have occurred during the period between the end of the fiscal year and the announcement of the relevant financial statements that would affect our Company.

FORWARD LOOKING STATEMENTS

Regarding 2025;

220-230 thousand tons for cylinder gas, 755-785 thousand tons for autogas.

Our market share expectations are; Cylinder gas: 41.0% - 43.0% Autogas: 22.0% - 23.0%

AYGAZ A.Ş. www.aygaz.com.tr

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