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AYGAZ A.Ş.

AGM Information Apr 10, 2020

9033_rns_2020-04-10_73890d5a-96db-453e-a830-2f4207e671b9.html

AGM Information

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Summary Info Registration of Ordinary General Assembly Meeting
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2019
Ending Date Of The Fiscal Period 31.12.2019
Decision Date 13.02.2020
General Assembly Date 10.03.2020
General Assembly Time 16:00
Record Date (Deadline For Participation In The General Assembly) 09.03.2020
Country Turkey
City İSTANBUL
District ŞİŞLİ
Address Büyükdere Caddesi, No: 145/1 Zincirlikuyu

Agenda Items

1 - Opening and election of the Chairman of the Meeting

2 - Reading, discussing and approving the 2019 Annual Report prepared by the Board of Directors

3 - Reading the Independent Audit Report Summary for 2019 accounting period

4 - Reading, discussing and approving of the Financial Statements related to 2019 accounting period

5 - Acquittal of each member of the Board of Directors in relation to the activities of Company in 2019

6 - Acceptance, acceptance after amendment or refusal of the proposal of the Board of Directors in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2019 and the date of the distribution of profits

7 - Determining the number and duty term 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

8 - Informing and approval of the Shareholders about the Remuneration Policy for the Members of the Board of Directors and Executive Management and the payments made within the scope of the policy in accordance with the Corporate Governance Principles

9 - Determining the annual gross salaries of the members of the Board of Directors

10 - Approval of the Independent Auditing Institution selection made by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations

11 - Informing the shareholders about the donations made by the Company in 2019 and determining an upper limit for donations to be made in 2020

12 - Informing the shareholders about the collaterals, pledges, mortgages and surety granted in favor of third parties and the income and benefits obtained in 2019 by the Company and subsidiaries in accordance with Capital Markets Board regulations

13 - Authorising the shareholders holding management capacity, the Members of the Board of Directors, executive 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 2019 as per the Corporate Governance Communiqué of Capital Markets Board

14 - Wishes and opinions

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1 Aygaz GK TTSG İlan.pdf - Announcement Document
Appendix: 2 AYGAZ GK Gündem_100320.pdf - Other Invitation Document
Appendix: 3 Aygaz OGM Agenda_10032020.pdf - Other Invitation Document
Appendix: 4 Aygaz GK Bilgilendirme Notu 13022020.pdf - General Assembly Informing Document
Appendix: 5 Aygaz AGM Information Document 13022020.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results Aygaz A.Ş.'s Ordinary General Assembly Meeting was held today at 16:00. The major resolutions taken at the meeting are as follows:

- Financial Statements and the Annual Report for 2019 were approved.

- Members of the Board of Directors were released separately and individually from their liabilities in connection with 2019 annual accounts and activities of the Company.

- The Board of Directors' dividend payment proposal on distribution of TL 150.000.000,00 gross dividend to shareholders in cash starting from 17 March 2020 has been approved.

- Total number of Board of Directors is determined as 9, together with 3 independent directors. It is resolved to elect Mr. Mustafa Rahmi Koç, Mr. Mehmet Ömer Koç, Mr. Alexandre François Julien Picciotto, Mr. Bülent Bulgurlu, Mr. Levent Çakıroğlu, Mr. Yağız Eyüboğlu as members of the Board of Directors; and Mr. Kutsan Çelebican, Mr. Kemal Ege Cansen and Ms. Şadan Kaptanoğlu Dikici as independent members of Board of Directors to be on duty for a period of 1 year.

- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was elected as the independent auditor for the review of 2020 financial reports.

Attached are the signed copies of minutes of the meeting and the list of attendants available in Turkish.

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.

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 10.04.2020

General Assembly Result Documents

Appendix: 1 AYGAZ TUTANAK 10032020_KAP.pdf - Minute
Appendix: 2 AYGAZ HB LİSTESİ 10032020_KAP.pdf - List of Attendants

Additional Explanations

The Minutes of the Ordinary General Assembly Meeting held on 10.03.2020 have been registered by İstanbul Trade Registry Office on April 10, 2020.

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