AYGAZ A.Ş. — AGM Information 2018

Feb 20, 2018

AYGAZ A.Ş.

INFORMATION DOCUMENT FOR THE MARCH 21, 2018 ORDINARY GENERAL ASSEMBLY MEETING TO REVIEW FINANCIAL YEAR 2017

1. INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING, TO BE HELD ON MARCH 21, 2018

Aygaz A.Ş.’s Ordinary General Assembly Meeting shall be convened on 21 March 2018 Wednesday at 15:00 (12:00 GMT) at the address of Büyükdere Caddesi, No: 145/1 Zincirlikuyu, İstanbul / Şişli (Tel: +90 212 354 1515, Faks: +90 212 288 31 51). At the meeting, the activities of the Company for the fiscal year 2017 will be reviewed, the following agenda will be discussed, and a resolution regarding the agenda will be reached.

In accordance with the legal requirements, 2017 Financial Statements, the Independent Auditor’s Report, and the Board of Directors’ Annual Report, including the Corporate Governance Compliance Report and 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, on the Company’s corporate website at www.aygaz.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, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, 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.aygaz.com.tr and shall submit to the Company the notarized proxy documents issued in accordance with the requirements of the Declaration 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. 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 aforementioned Declaration, and the sample form attached hereto shall not be accepted, given our legal liability.

Shareholders who intend to vote via the Electronic General Meeting System are requested to obtain information from the Central Registry Agency, our Company’s website at www.aygaz.com.tr or from the Company Headquarters (Tel: +90 212 354 15 15) to ensure that they comply with the provisions of the related communique and by-laws.

Pursuant to Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly Meeting do not need to block their shares.

In accordance with the Personal Data Protection Law numbered 6698, please see Personal Data Protection and Processing Policy of Aygaz Anonim Company, which is available to the public on Company’s website at www.aygaz.com.tr, for further information about your personal data processed by our Company.

At the Ordinary General Assembly Meeting, the voters shall use open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.

All the holders of relevant rights and stakeholders as well as the press are invited to the General Assembly Meeting.

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.

It is submitted to the shareholders with due respect.

AYGAZ A.Ş. BOARD OF DIRECTORS

Company Address: Büyükdere Caddesi, No: 145/1 Zincirlikuyu, İstanbul / Şişli Trade Registry and Number: İstanbul/80651 Mersis Number: 0119005102700141

2. ADDITIONAL EXPLANATIONS IN VIEW OF CMB REGULATIONS

The additional explanations required pursuant to Capital Markets Board (CMB) Corporate Governance Declaration No. II-17.1, enacted January 3rd 2014, are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section.

2.1. Capital Structure and Voting Rights

As of the date of the publication of this Information Document, information concerning the total number of shares and voting rights, and if there are privileged shares in the share capital, the number of shares and voting right representing each privileged share, and the type of privilege, is provided below:

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2.2. Managerial and Operational Changes in Our Company or our Subsidiaries’ which may Significantly Affect the Activities of our Company

There are no managerial or operational changes that has or that will substantially affect the Company’s activities in the previous accounting period, or planned for the upcoming accounting periods.

2.3. Information regarding demands of shareholders for placing an article on the agenda

No request has been submitted in writing to the Aygaz Investment Relations Department concerning the demand of shareholders to have an article placed on the agenda.

3. STATEMENTS ABOUT THE ARTICLES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING ON MARCH 21, 2018

1. Opening and election of the Chairmanship Committee

Within the framework of the provisions of “Turkish Commercial Code (TCC) no. 6102” and “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 General Assembly Principles Article 7, a Chairman shall be elected to chair the General Assembly meeting. Within the framework of the General Assembly Principles, at least one person will be appointed as Secretary. The Chairman may also appoint adequate number of vote-collectors.

2. Reading, discussing and approving the 2017 Annual Report as prepared by the Board of Directors

Within the framework of the TCC, the Regulation and the Capital Markets Law and related regulations, information shall be given on the 2017 Annual Report that includes the Corporate Governance Compliance Report, which has been announced at the Headquarters of our Company, on the Electronic General Assembly portal of the Central Registry Agency (CRA), on the Public Disclosure Platform (PDP) and on the corporate website of the Company at www.aygaz.com.tr for review of our shareholders three weeks before the General Assembly meeting and it shall be presented for perusal and approval of our shareholders.

3. Reading the Independent Audit Report Summary for the accounting year 2017

A summary of the Independent Auditor’s Report, which is prepared according to the TCC and CMB regulations and posted three weeks prior to the General Assembly meeting at Company Headquarters, the Electronic General Assembly Portal of the CRA, on the PDP and on the corporate website of the Company at www.aygaz.com.tr, will be read aloud.

4. Reading, discussing and approving the Financial Statements for the accounting year 2017

Information about our financial statements and legal statutory accounts, which, pursuant to the TCC, bylaws and Capital Markets Law are posted three weeks prior to the General Assembly meeting at our Company Headquarters, on the Electronic General Assembly Portal of the CRA, on the PDP and on on the corporate website of the Company at www.aygaz.com.tr for review of our shareholders, shall be provided to our shareholders for their evaluation and approval.

5. Release of each member of the Board of Directors from liability for the affairs of the Company for the year 2017

Pursuant to the TCC and Bylaws, the release of our Board of Directors members for the activities, transactions and accounts for the year 2017 shall be submitted to the General Assembly for its approval.

6. Acceptance, acceptance after amendment or refusal of the offer of the Board of Directors in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2017 and the date of the distribution of profits,

According to our financial statements, prepared by our Company within the framework of the Turkish Commercial Code and Capital Markets Law and related regulations in compliance with Turkish Financial Reporting Standards and audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. covering the accounting period between 01.01.2017 – 31.12.2017; consolidated profit attributable to equity holders of the parent in the amount of TL 577.019.000 has been obtained. The dividend payment proposal drawn up in accordance with the Dividend Distribution Table format provided in the Dividend Declaration numbered II-19.1 and the Dividend Manual announced in accordance with the said Declaration, and taking into account the Company’s Dividend Distribution Policy, long-term strategy, investment and financing policies, profitability and liquidity, is provided in Appendix 1 .

7. Determining the number and terms of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors

The number of members on the Board of Directors and their terms of office shall be designated in accordance with CMB regulations, TCC and Bylaws and the principles governing the selection of Members of the Board of Directors in the Articles of Association. New members to replace Board members whose terms of office have expired accordingly shall be elected. In addition, Independent Members of the Board of Directors shall be elected in compliance with the CMB’s Corporate Governance Declaration No. II-17.1. According to Article 11 of the Articles of Association, Company’s business and management are conducted by a Board of Directors consisting of at least 5 members and for a term of at most 3 years, elected in line with the TCC and CMB regulations. General Assembly may decide on the renewal of the Board of Directors even if their terms of office have not expired.

Three of the elected Board of Director members are required to meet the independence criteria as defined in the CMB’s mandatory Corporate Governance Principles.

The Board of Directors, upon receipt of a proposal of the Corporate Governance Committee, has designated the following candidates as the Independent Members of the Board of Directors: Mr. Kutsan Çelebican, Mr. Ege Cansen and Ms. Şadan Kaptanoğlu. Capital Markets Board’s letter dated February 2, 2018 informed our Company that it is decided not to give any adverse opininon regarding the independent members. The CVs of Board of Directors candidates and Declarations of Independence for the independent member candidates are provided in Appendix 2 .

8. Informing the shareholders about the Remuneration Policy for the Members of the Board of Directors and senior executives and about the payments made within the scope of the policy and its approval in accordance with Corporate Governance Principles

According to CMB’s mandatory Corporate Governance Principle No. 4.6.2, the principles for the remuneration of Board of Directors’ members and senior management shall be made available in writing and included as a separate article on the General Assembly Meeting agenda to enable the shareholders to share their opinions on the same. Remuneration Policy created for this purpose is attached as Appendix 3 . As specified by footnote No. 31 of 2017 Financial Statements, TL 36.723 thousand - of benefits were provided for senior management of Aygaz A.Ş. in 2017.

9. Determining the annual gross salaries of the Members of the Board of Directors

The monthly gross remuneration to be paid to the members of the Board of Directors in 2018 shall be determined by the shareholders as per our Remuneration Policy submitted for the approval the shareholders as per item 8 of the agenda .

10. Approving the appointment of the Independent Audit Firm as selected by the Board of Directors, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Board regulations

In accordance with the Turkish Commercial Code and Capital Markets Board regulations, and taking into consideration the opinion of the Audit Committee, the Board of Directors resolved at their 9 February 2018 meeting to have PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. serve as the independent auditors of the Company’s financial reports for the financial year 2018 and to let it conduct the other activities that fall within its purview within the context of the regulations. This decision shall be submitted to the General Assembly for ratification.

11. Informing the shareholders about the donations made by the Company in 2017 and setting of an upper limit for the donations to be made in 2018

Pursuant to Article 6 of the CMB’s Declaration on Dividends No. II-19.1, the limit of donations to be made must be determined by the General Assembly, in cases not specified in the Articles of Association, and information concerning the donations and payments made must be provided to shareholders at the General Assembly. Donations totaling TL 7,480,734.87 were made to foundations and associations in 2017. The upper limit of donations to be made in 2018 shall be decided by the General Assembly.

12. Informing the shareholders about guarantees, pledges, mortgages and surety granted in favor of third parties by the Company and its subsidiaries in 2017 and of any benefits or income in accordance with Capital Markets Board legislation

Pursuant to Article 12 of the Capital Markets Board Corporate Governance Declaration No. II17.1, income or benefits derived by our Company and/or its Subsidiaries from guarantees, pledges, mortgages and sureties against third parties must be stipulated in a separate article of the agenda of the General Assembly. This is indicated in footnote No. 15 of our financial statements dated 31 December 2017.

13. Authorising the shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2017 as per the Corporate Governance Communiqué of Capital Markets Board,

The members of the Board of Directors can do business only with the approval of the General Assembly, as stipulated in the first subsection of Articles 395 and 396 of the TCC entitled Competition Ban and Ban on doing Business with the Company and Borrowing for the Company.

Pursuant to the Capital Markets Board Mandatory Corporate Governance Principles No. 1.3.6, the General Assembly shall be informed in the event that shareholders having managerial control, shareholder board members, senior management and relatives up to the second degree of blood or

affinity engaged in a significant business transaction creating a conflict of interest with the Company or its subsidiaries, competed with the company in the same line of business on their own behalf or on the behalf of others, or was involved in the same business as that of the Company as unlimited partner in another company. Information about said transactions must be included as a separate article on the agenda and recorded into the minutes of the General Assembly. To fulfill the requirements of these regulations, permission shall be sought from the shareholders at the General Assembly and the shareholders shall be informed that no such transaction took place in 2017 in this respect.

14. Wishes and Opinions.

APPENDICES:

APPENDIX 1 - 2017 DIVIDEND DISTRIBUTION PROPOSAL

01.01.2017 - 31.12.2017 PROFIT DISTRIBUTION PROPOSAL

AYGAZ A.Ş. PROFİT Distribution Table(TL)	AYGAZ A.Ş. PROFİT Distribution Table(TL)	AYGAZ A.Ş. PROFİT Distribution Table(TL)	AYGAZ A.Ş. PROFİT Distribution Table(TL)
		According to CMB	According to Statutory Records
DISTRIBUTION OF PERIOD PROFIT
1.	Paid in Capital/Issued Capital	300.000.000,00	300.000.000,00
2.	Total Legal Reserves (According to Statutory Records)	237.241.078,56	237.241.078,56
	Information on privilege in profit distribution, if there is any in the Articles of Association:		*
3.	Current period profit	620.763.000,00	345.763.515,28
4.	Taxes payable (-)	43.744.000,00	36.740.162,64
5.	Net profit (= )	577.019.000,00	309.023.352,64
6.	Previous years losses (-)	0,00	0,00
7.	General legal reserves (-)	0,00	0,00
8.	DISTRIBUTABLE NET PROFIT FOR THE PERIOD(=)	577.019.000,00	309.023.352,64
9.	Donations made during the year (+)	7.480.734,87	0,00
10.	Net Distributable Profit added donations	584.499.734,87	0,00
11.	First dividend to Shareholders
	-Cash	292.249.867,44	15.000.000,00
	-Bonus	0,00	0,00
	- Total	292.249.867,44	15.000.000,00
12.	Dividend to privileged shareholders	0,00	0,00
13.	Other distributed dividend	0,00	0,00
	-Dividend to the Board Members	0,00	0,00
	-Dividend to the Employees	0,00
	-Other Dividend, excluding shareholders	0,00
14.	Dividend to redeemed shareholders	0,00	0,00
15.	Secondary dividends to shareholders	167.750.132,56	267.293.956,95
16.	General Legal Reserves	44.500.000,00	26.729.395,69
17.	Statutory reserves	0,00	0,00
18. 19.	Special reserves	0,00 72.519.000,00	0,00 0,00
	EXTRAORDINARY RESERVES
21 20.	Other Resources to be ditributed	0,00 0,00	177.706.043,05
	-Previous years profit
	-Extraordinary reserves	0,00	177.706.043,05
	- Other distributable reserves as per the law and the Articles of Association Other Resources to be distributed legal reserves	0,00 0,00	0,00 17.770.604,31

AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE	AYGAZ A.Ş. DIVIDEND RATIO TABLE
	GROUP	TOTAL AMOUNT OF DIVIDEND DISTRIBUTED		TOTAL DISTRIBUTED DIVIDEND/NET DISTRIBUTED PROFIT	Dividend per share with nominal value of TL 1
		CASH (TL)	BONUS (TL)	ORAN (%)	AMOUNT (TL)	RATIO (%)
NET **	-	442.983.151,00	0,00	76,77	1,303333	130,33333
*No privilege in profit distribution
** Calculation of net profit distribution: 15% withholding tax will be applied to the dividends paid to real persons since there is no exemption. The calculation was made on the assumption that the dividend payments made in 2017 were 75.34% for corporate taxpayers and the remaining 24.66% were for real person taxpayers.

APPENDIX 2 - CVs OF BOARD OF DIRECTORS CANDIDATES

RAHMİ M. KOÇ

Chairman of the Board of Directors

After earning a Master’s degree at the Johns Hopkins University (USA), Rahmi M. Koç started his career in the Koç Group in 1958 at Otokoç. In 1980, he became the Chief Executive of the group and went on to serve as Koç Holding Chairman in 1984. Rahmi M. Koç has been the Honorary President of Koç Holding since 2003. He also serves in numerous positions and institutions including: Vice Chairman of the Board of Trustees of the Vehbi Koç Foundation, Honorary Chairman of the Board of Trustees of the Koç University, Founder and Chairman of the Board of the Rahmi M. Koç Museum and Cultural Foundation, Chairman of the Board of the Vehbi Koç Foundation American Hospital, Honorary Chairman and Founding Member of TURMEPA, The Turkish Marine and Environment Protection Association, Honorary President of the Advisory Board of the Turkish Industry and Business Association, Member of the Advisory Board of the Turkish Employers Association, Co-Chairman of the Business Advisory Council for South East Europe, Foreign Policy Association, Honorary Fellow, The Metropolitan Museum of Art, New York City, Honorary Trustee, and Founding Member of the Global Relations Forum. Mr. Koç has been awarded Honorary Doctorate degrees by Johns Hopkins University Baltimore, Maryland, Anadolu University, Eskişehir, Ege University, Izmir, Bilkent University Ankara, Ovidius University of Constanza, and Adnan Menderes University, Aydın. Rahmi M. Koç has been recognized with distinguished awards, medals and honors including "Outstanding Service Award" by the President of Turkish Republic, Grosses Verdienst Kreutz by the German Government, "Order of High Merit of the Italian Republic" by the Italian Government, Order of Merit of the Austrian Government, (Honorary) Commander of the Most Excellent Order of the British Empire (CBE), "Officier dans l'Ordre National de la Legion D'Honneur" by the French government, and “Responsible Capitalism Lifetime Achievement Award” by the leading multidisciplinary international affairs organization FIRST. Rahmi M. Koç, together with the Koç Family, has received the Hadrian Award granted by the World Monuments Fund, Carnegie Medal of Philanthropy, and BNP Paribas Philanthropy Award. Rahmi M. Koç has previously served as President of the International Chamber of Commerce, President of the Turkish Greek Business Council, member of the Allianz Aktiengesellschaft International Advisory Board, member of the JP Morgan International Council, and member of the International Advisory Board of the Council on Foreign Relations. He continues to serve as the Chairman of Aygaz A.Ş. since 1996..

ÖMER M. KOÇ

Vice Chairman of the Board of Directors

Ömer M. Koç graduated from Columbia College, Columbia University, New York in 1985 with a BA degree in Ancient Greek. After working at Kofisa Trading for a year, he went on to earn his MBA degree at Columbia University, Business School, New York in 1989. After working at Ramerica Intl. Inc., he joined the Koç Group in 1990, and over the years served in senior positions as Finance Coordinator, and Energy Group Vice President and later President. Ömer M. Koç became a Member of the Koç Holding Board of Directors in 2004, and Vice Chairman in May 2008. He took office as Koç Holding Chairman in February 2016. Currently he also serves as the Turkish Education Foundation Board of Trustees Chairman, Koç University Board of Trustees Chairman, Geyre Foundation President, Yapı Kredi Kültür Sanat Yayıncılık President, and Tüpraş Chairman. Ömer M. Koç has been a Board Member of Aygaz A.Ş. since 1996, and Vice Chairman since 2001.

ALEXANDRE F.J. PICCIOTTO

Member of the Board of Directors

Mr. Picciotto is one of the grandsons of Mr. Hillel Picciotto who established Aygaz in 1961 with Mr. Vehbi Koç. Graduated from Ecole Supérieure de Gestion (Paris) in 1990, he started his career in Orfim, the investment company of his family in Paris, France. From 1990 to 2003, he managed different subsidiaries operating in various fields including real estate, movie business and watch industry. In 2003, he was appointed General Manager at Liquid Petroleum Gas Development Company, the Picciotto family owned company, which is historical shareholder of Aygaz. Then he was appointed General Manager at Orfim in 2008. Mr. Picciotto is also member of the board of directors at various companies in both Turkey and France. He has been serving on the Aygaz Board of Directors since July 2012.

DR. BÜLENT BULGURLU

Member of the Board of Directors

After completing his higher education at the Ankara College of Engineering and Architecture, he continued on to a doctoral program at the Norwegian University of Science and Technology. Dr. Bülent Bulgurlu began his career working as a civil engineer at Elliot Strömme in Oslo in 1972. From 1977 to 1979, he worked as a civil engineer at İntes A.Ş. After working at Garanti İnşaat A.Ş. as Engineering, Planning and Construction Manager, Work Site Coordination and Construction Manager, Assistant General Manager and General Manager, he started working at Koç Holding A.Ş. in 1996 as Vice President of the Tourism and Services Group. Dr. Bulgurlu became President of the Tourism and Services Group in 2000 and President of the Tourism and Construction Group in 2001. In 2004, Dr. Bulgurlu was President of the Durable Consumer Goods and Construction Group and served as the CEO of Koç Holding A.Ş. from 2007 to 2010. Dr. Bülent Bulgurlu has been serving on the Aygaz Board of Directors since 2008.

LEVENT ÇAKIROĞLU

Member of the Board of Directors

He graduated from Ankara University School of Political Science in Business Administration and completed his MBA at the University of Illinois. He began his career at the Ministry of Finance as junior accountant in 1988. Between 1997 and 1998, he worked as part-time lecturer at Bilkent University and as Vice President of Financial Crimes Investigation Board at Ministry of Finance. He joined Koç Holding in 1998 as Finance Group Coordinator. He was the CEO of Koçtaş between 2002 and 2007 and Migros between 2007 and 2008. After becoming the CEO of Arçelik in 2008, he was also appointed as the President of Consumer Durables Group at Koç Holding in April 2010. He was appointed as the CEO of Koç Holding by proxy as of February, 2017. He became the CEO after the Ordinary General Assembly of Koç Holding on 31 March 2017. He became a member of Koç Holding Board of Directors in 2017. He serves on the Aygaz Board of Directors since 2015.

YAĞIZ EYÜBOĞLU

Member of the Board of Directors

Mr. Yağız Eyüboğlu graduated from Boğaziçi University with BA degree in Economics in 1991, he earned his MBA from Koç University in 1996. Mr. Yağız Eyüboğlu started his professional life as a Management Trainee at Arçelik A.Ş. in 1991. In 1993, he was promoted to Koç Holding Headquarters, where he worked for more than 10 years, as Auditor, Senior Internal Auditor, Assistant Financial Coordinator and Financial Coordinator, respectively. Between 2004 and 2009, Eyüboğlu assumed several responsibilities within the Koç Group, namely, CFO of Arçelik A.Ş., CEO and Board Member of Beko Elektronik A.Ş., Assistant to the President of the Koç Holding Foreign Trade and Tourism Group, and Human Resources Director of Koç Holding. In 2009 he joined Aygaz A.Ş. as the General Manager. Mr. Yağız Eyüboğlu is assigned to Koç Holding as the Energy Group Deputy President as of October 2015, afterward on April 2017, he is assigned as as the Energy Group President. Eyüboğlu, who is a member of the Board of Directors of various companies of Koç Group, is the President of the World LPG Association, the Chairman of the Board of Trustees of the Turkish Family Planning Association and Board of Directors of International Competition Research Institute. He became a member of Aygaz Board of Directors in 2017.

KUTSAN ÇELEBİCAN

Independent Member of the Board of Directors

He received his university degree from Ankara University, Faculty of Political Sciences. In 1969, he started his professional career on the Tax Inspectors Board of the Ministry of Finance and worked as the Ministry of Finance’s Deputy Director General of Treasury between the years of 1979 and 1982 and then he was appointed to the World Bank (International Bank of Reconstruction and Development) as the Deputy Executive Director. In 1987, he joined Koç Group Companies and he retired from Koç Group Companies in December 2001 after working as a Finance Coordinator, Vice President and President of Financing Group. He ran his own finance advisory company for a while. He is the independent Board of Directors’ Member of Koç Holding, Tüpraş and Arçelik companies.

EGE CANSEN

Independent Member of the Board of Directors

In 1939, he was born in Ankara. He received this bachelor’s from Middle East Technical University, Department of Business. In 1966, he received his MBA degree from Pennsylvania University, Wharton School. He worked as an Assistant General Manager of Arçelik, Industrial Affairs Coordinate of Koç Holding, Vice Chairman of the Board of Directors of Puro-Fay Company, Executive-Partner of Soyer Hafriyat ve İnşaat Company, Consultant of Anadolu Group (1986-2018) and Executive Director of Anadolu Endüstri Holding, and Vice Chairman of the Board of Directors of Turkish Bank A.Ş. Currently, he continues to offer advisory services at Cansen & Cansen company. Ege Cansen works as an economics writer and commentator on media organizations. He was the lecturer of “Business Economics” class of Marmara University, Faculties of Engineering and Administrative Sciences between the years of 1987 and 2000. He was a member of Koç University’s Board of Trustees until the end of 2017. He is married and has one child.

ŞADAN KAPTANOĞLU

Independent Member of the Board of Directors

Şadan Kaptanoğlu graduated from Istanbul University, Faculty of Literature, Department of Philosophy and then she continued her further educational life in England. Ms. Kaptanoğlu studied at the London City College, Department of Maritime and completed her postgraduate studies at City University Cass Business School in the fields of Maritime, Finance and Trade and then received her doctorate degree from Montfort University. Ms. Kaptanoğlu worked as the General Director of her family business H. İ. Kaptanoğlu Maritime Group until January 2014 and she is currently the Board of Directors’ Member of Kaptanoğlu Denizcilik Tic. A.Ş. Besides being a Board of Directors’ Member of IMEAK (Istanbul & Marmara, Aegean, Mediterranean and Black Sea Regions) Chamber of Shipping, Ms. Şadan Kaptanoğlu is also a Board of Trustees’ Member at Piri Reis University. In May 2016, she was appointed as the Board of Directors’ Chairman of Turkish Marine Environment Protection Association / TURMEPA. She is the Vice President of Intermepa. Ms. Şadan Kaptanoğlu was elected as the President by majority of votes on the General Assembly of Baltic and International Maritime Council (BIMCO) on June 6, 2017 and she is the first woman appointed to this office. Ms. Kaptanoğlu is also the President of Turkish Committees of Lloyd’s Register Gözetim Ltd. Company and Rina Denizcilik ve Belgelendirme Ltd. Company. In 2008, Ms. Şadan Kaptanoğlu received the “Young Person of the Year” award in London SeaTrade Awards. Ms. Şadan Kaptanoğlu is married and has twin daughters.

January 16, 2018

DECLARATION OF INDEPENDENCE

INDEPENDENCE DECLARATIONS OF INDEPENDENT MEMBER CANDIDATES

Within the framework of the criteria determined in the Corporate Governance Communiqué No. II-17.1 announced at the Aygaz A.Ş (Company) Board of Directors, the Company Articles of Association, and the Capital Markets Board, I hereby declare that I am a candidate to serve as an "Independent Member," and in this context, I further declare that:

a) I have assumed no major duty or responsibility or been employed in a management position in the last five years or acquired more than 5% of capital or voting rights or privileged shares either by myself or with others and have established no major commercial relations of any significant kind with the Company, the partnerships that have management control of the Company, or the shareholders that have management control in the Company or are of major influence in the Company, neither with legal persons in which these shareholders have management control, and there is no relationship between the above-mentioned and myself, my spouse or my blood relatives or relatives by marriage to the second degree;

b) In the last five years, I have not been a partner (5% or more) or assumed major duties or responsibilities or been employed in a management position or as a member of the board of directors of any Company from or to which the Company purchases or sells or has assigned the purchasing or selling of services or products within the framework of signed agreements, particularly with auditing companies (tax auditing, legal auditing, internal auditing, included), rating or consultancy companies;

c) I have the necessary professional education, knowledge and experience to assume and execute the duties I am responsible for as an independent member of the board of directors;

d) Provided it is within the laws to which I must abide, I will not work full-time in public enterprises and organizations after being appointed member, save for my duties as university faculty member;

e) I am considered a resident of Turkey according to Income Tax Law (GVK) No. 193 dated December 31, 1960 and December 19, 1960;

f) I possess the strong ethical standards, professional reputation and experience that will allow me to freely make decisions and contribute positively to Company operations, maintain my impartiality in conflicts of interest between the Company and its shareholders, and consider the rights of stakeholders in the Company;

g) I will dedicate the time necessary to follow up on the workings of Company operations and fully perform the duties that I have assumed with regard to Company matters;

h) I have not performed the duties of member of the board of directors of the Company for more than six years within the last decade;

i) I have never before assumed the duty of independent member of the board of directors in the Company or in more than three of the companies in which management control belongs to the partners in which the Company has management control or in a total of more than five publicly-traded companies;

j) I have not been registered or announced in the name of the legal person that has been appointed as member of the Board of Directors.

Kutsan ÇELEBİCAN

DECLARATION OF INDEPENDENCE

January 18, 2018

Within the framework of the criteria determined in the Corporate Governance Communiqué No. II-17.1 announced at the Aygaz A.Ş (Company) Board of Directors, the Company Articles of Association, and the Capital Markets Board, I hereby declare that I am a candidate to serve as an "Independent Member,"" and in this context, I further declare that:

a) I have assumed no major duty or responsibility or been employed in a management position in the last five years or acquired more than 5% of capital or voting rights or privileged shares either by myself or with others and have established no major commercial relations of any significant kind with the Company, the partnerships that have management control of the Company, or the shareholders that have management control in the Company or are of major influence in the Company, neither with legal persons in which these shareholders have management control, and there is no relationship between the above-mentioned and myself, my spouse or my blood relatives or relatives by marriage to the second degree;

b) In the last five years, I have not been a partner (5% or more) or assumed major duties or responsibilities or been employed in a management position or as a member of the board of directors of any Company from or to which the Company purchases or sells or has assigned the purchasing or selling of services or products within the framework of signed agreements, particularly with auditing companies (tax auditing, legal auditing, internal auditing, included), rating or consultancy companies;

c) I have the necessary professional education, knowledge and experience to assume and execute the duties I am responsible for as an independent member of the board of directors;

d) Provided it is within the laws to which I must abide, I will not work full-time in public enterprises and organizations after being appointed member, save for a university faculty member position;

e) I am considered a resident of Turkey according to Income Tax Law (GVK) No. 193 dated December 31, 1960 and December 19, 1960;

f) I possess the strong ethical standards, professional reputation and experience that will allow me to freely make decisions and contribute positively to Company operations, maintain my impartiality in conflicts of interest between the Company and its shareholders, and consider the rights of stakeholders in the Company;

g) I will dedicate the time necessary to follow up on the workings of Company operations and fully perform the duties that I have assumed with regard to Company matters;

h) I have not performed the duties of member of the board of directors of the Company for more than six years within the last decade;

i) I have never before assumed the duty of independent member of the board of directors in the Company or in more than three of the companies in which management control belongs to the partners in which the Company has management control or in a total of more than five publicly-traded companies;

j) I have not been registered or announced in the name of the legal person that has been appointed as member of the Board of Directors.

Ege CANSEN

DECLARATION OF INDEPENDENCE

January 22, 2018

Within the framework of the criteria determined in the Corporate Governance Communiqué No. II-17.1 announced at the Aygaz A.Ş (Company) Board of Directors, the Company Articles of Association, and the Capital Markets Board, I hereby declare that I am a candidate to serve as an "Independent Member,"" and in this context, I further declare that:

a) I have assumed no major duty or responsibility or been employed in a management position in the last five years or acquired more than 5% of capital or voting rights or privileged shares either by myself or with others and have established no major commercial relations of any significant kind with the Company, the partnerships that have management control of the Company, or the shareholders that have management control in the Company or are of major influence in the Company, neither with legal persons in which these shareholders have management control, and there is no relationship between the above-mentioned and myself, my spouse or my blood relatives or relatives by marriage to the second degree;

b) In the last five years, I have not been a partner (5% or more) or assumed major duties or responsibilities or been employed in a management position or as a member of the board of directors of any Company from or to which the Company purchases or sells or has assigned the purchasing or selling of services or products within the framework of signed agreements, particularly with auditing companies (tax auditing, legal auditing, internal auditing, included), rating or consultancy companies;

c) I have the necessary professional education, knowledge and experience to assume and execute the duties I am responsible for as an independent member of the board of directors;

d) Provided it is within the law to which I must abide, I will not work full-time in public enterprises and organizations after being appointed member, save for a university faculty member position;

e) I am considered a resident of Turkey according to Income Tax Law (GVK) No. 193 dated December 31, 1960 and December 19, 1960;

f) I possess the strong ethical standards, professional reputation and experience that will allow me to freely make decisions and contribute positively to Company operations, maintain my impartiality in conflicts of interest between the Company and its shareholders, and consider the rights of stakeholders in the Company;

g) I will dedicate the time necessary to follow up on the workings of Company operations and fully perform the duties that I have assumed with regard to Company matters;

h) I have not performed the duties of member of the board of directors of the Company for more than six years within the last decade;

i) I have never before assumed the duty of independent member of the board of directors in the Company or in more than three of the companies in which management control belongs to the partners in which the Company has management control or in a total of more than five publicly-traded companies;

j) I have not been registered or announced in the name of the legal person that has been appointed as member of the Board of Directors.

Şadan KAPTANOĞLU

APPENDIX 3 - REMUNERATION POLICY FOR BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

This policy document defines the remuneration system and practices adopted with regard to members of the board of directors and senior management who have assumed administrative responsibilities within the scope of CMB regulations.

A fixed remuneration is allocated to each of the members of the board of directors, as determined annually at the ordinary general meeting of shareholders.

Executive directors on the board shall receive a payment within a determined policy for senior management, the details of which are specified below.

The president and members of the Executive Committee, which will support the Company’s Board of Directors in all matters related to the operations of the Company, may be remunerated at the end of each year for their contributions, their participation in meetings and on the basis of the functions they serve, in an amount determined by the board of directors within the framework of the opinion set forth by the Corporate Governance Committee. If a payment has been made to the members of the Executive Committee during the year, this amount shall be set off at the end of the year from the determined amount.

The performance-based payment plans of the Company may not be used in the remuneration of independent members of the board of directors.

The remuneration of members of the board is allocated on the basis of the dates of their appointment to and withdrawal from the board and according to the length of the term served. Expenses incurred by members of the board of directors in the course of their contributions to the Company (transportation, telephone, insurance costs) may be borne by the Company.

The remuneration of Senior Executives however is based on a fixed and performance-based salary comprised of two components.

The fixed salaries of Senior Executives are determined in line with macroeconomic data related to the market, general salary policies in the market, the size of the company, as well as long term goals, the position of the individual officer, and international standards and legal requirements.

Premiums for Senior Executives are calculated according to the premium baseline, Company performance and individual performance. Information on these criteria is summarized below:

• Premium Baselines: Premium Baselines are updated at the start of every year and may vary according to the size of the workload of the executive position. Premium baselines are updated in the light of senior executive premium policies in the market.

• Company Performance: Company performance is determined at the end of the period by measurement of the achievement of the financial and operational goals given to the Company (market share, exports, foreign operations, productivity, etc.). Company goals are based on the important principles of sustaining Company achievements and making improvements over previous years.

• Individual Performance: In determining individual performance, goals related to employees, customers, processes, technologies and long-term strategies are taken into consideration along with Company goals. In measuring individual performance, parallel with Company performance, long-term sustainable improvements are considered in addition to financial matters.

In the event a senior executive vacates his/her position in the company, severance indemnity may be paid on the basis of the term served in the position of senior executive, the contributions made to the Company, the last goal achievement premium paid out before the date of leaving the Company, and the salary and premiums paid out in the last year.

The total amounts paid out to Senior Management and Members of the Board of Directors according to the principles stated above are presented to the General Assembly for their information and/or approval in accordance with the law.