AGM Information • Mar 3, 2025
AGM Information
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Aygaz A.Ş.'s Ordinary General Assembly Meeting shall be convened on 27 March 2025 Thursday 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 2024 will be reviewed, the following agenda will be discussed, and a resolution regarding the agenda will be reached.
In accordance with the legal requirements, 2024 Financial Statements, the Independent Auditor Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.'s Report, draft amendment to articles of association and the Board of Directors' Annual Report, including the Corporate Governance and Sustainability Principles 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 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 A.Ş., 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 an 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, stakeholders and the media are invited to our 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.
Company Address: Büyükdere Caddesi, No: 145/1 Zincirlikuyu, İstanbul / Şişli Trade Registry and Number: İstanbul/80651 Mersis Number: 0119005102700141
The additional explanations required pursuant to Capital Markets Board (CMB) Corporate Governance Declaration No. II-17.1, are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section.
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:
Issued capital of the Company is TL 219,800,767, all of which has been pledged and paid in full. Issued capital is divided into 21,980,076,700 registered shares at 1 Kr nominal value per share. There are no privileged shares in the Company's capital.
| Name and Title of the Person or Company |
Share Amount (TL) |
Share Stake (%) |
Suffrage | Suffrage Stake (%) |
|---|---|---|---|---|
| Koç Group |
112,569,173.27 | 51.21 | 11,256,917,327 | 51.21 |
| Koç Holding A.Ş. | 89,424,844.65 | 40.68 | 8,942,484,465 | 40.68 |
| Temel Ticaret ve Yatırım A.Ş.* | 12,692,827.96 | 5.77 | 1,269,282,796 | 5.77 |
| Koç Family | 10,451,500.67 | 4.76 | 1,045,150,067 | 4.76 |
| Other | 107,231,593.73 | 48.79 | 10,723,159,373 | 48.79 |
| Liquid Petroleum Gas Development Company (LPGDC) |
53,884,641.77 | 24.52 | 5,388,464,177 | 24.52 |
| Publicly Owned** | 53,346,951.96 | 24.27 | 5,334,695,196 | 24.27 |
| Total | 219,800,767.00 | 100.00 | 21,980,076,700 | 100.00 |
*The majority of Temel Ticaret ve Yatırım A.Ş. shares are owned by the members of Koç Family. Members of Koç Family: Rahmi M. Koç, Semahat S. Arsel, , M. Ömer Koç, Ali Y. Koç, İpek Kıraç, Caroline N. Koç, Esra Koç ve Aylin Koç
**The share at the amount of 1,996,553.90 TL (capital ratio 0.91%) included in the publicly traded section is owned by Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., 100% owned by LPGDC.
Information on the changes in the management and activities of our Company and its subsidiaries that have taken place in the previous accounting period or planned in the future accounting periods, which may significantly affect the activities, and the reasons for these changes are presented below:
Except for the transaction, there are no changes in the management and operations of our Company and its subsidiaries, which were realized in the previous accounting period or planned for future accounting periods, which would significantly affect the activities of our Company.
Material event disclosures made by our Company in line with the related legislation and financial tables containing the financial results of our Company and our subsidiaries can be reached from http://www.kap.gov.tr/ andhttps://aygaz.com.tr/en/investor-relations/material-disclosures addresses.
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 of the general assembly where 2024 operations will be discussed.
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.
Within the framework of the TCC, the Regulation and the Capital Markets Law and related regulations, information shall be given on the 2024 Annual Report, which has been announced at the Headquarters and branches 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.
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.
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 and branches, on the Electronic General Assembly Portal of the CRA, on the PDP and 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.
Pursuant to the TCC and Bylaws, the release of our Board of Directors members for the activities, transactions and accounts for the year 2024 shall be submitted to the General Assembly for its approval.
The amendment to the Company's Dividend Distribution Policy in Appendix/1, will be submitted to the approval of the General Assembly and has been announced at the Company's headquarters, branches, at the Electronic General Assembly system of the Central Registry Agency and the investor relations section of the corporate website at www.aygaz.com.tr three weeks before the meeting. The proposed amendment to the Dividend Distribution Policy and the justification for the amendment were approved by the Board of Directors at its meeting dated 03.03.2025 and numbered 2025-08 and disclosed to the public on the same date via Public Disclosure Platform.
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 Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. covering the accounting period between 01.01.2024 – 31.12.2024; consolidated profit attributable to equity holders of the parent in the amount of TL 2.122.621.000 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 2.
8. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Trade; acceptance, acceptance with amendments or rejection of the proposal of the Board of Directors on the amendment of the Article 6 titled "Capital" of the company's Articles of Association, for the purpose of increasing the registered capital ceiling and extending its validity period,
In accordance with the Board of Directors' resolution dated 04.02.2025 and numbered 2025-04, the amendment proposals to the Articles of Association in Appendix/3 together with the relevant Board of Directors' resolution will be submitted to the approval of the General Assembly in order to increase the registered capital ceiling amount to TL 1,000,000,000 and to extend the validity period of the registered capital ceiling to cover the years 2025-2029. Approvals dated 10.02.2025 from the CMB and 21.02.2025 from the Ministry of Trade have been obtained for the said proposed amendments to the articles of association.
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 10 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.
One third 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: Ms. M. M. Gülay Barbarosoğlu, Ms. Neslihan Tonbul and Mr. Muharrem Hilmi Kayhan. Candidates for Independent Members of the Board of Directors who have not received a contrary opinion from the CMB will be submitted to the general assembly for approval. The CVs of Board of Directors candidates and Declarations of Independence for the independent member candidates are provided in Appendix 4.
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. The Remuneration Policy created for this purpose is attached as Appendix 5. Information regarding the benefits provided for board members and senior management of Aygaz A.Ş. in 2024 are specified in footnote No. 32 of 2024 Financial Statements.
The monthly gross remuneration to be paid to the members of the Board of Directors in 2025 shall be determined by the shareholders as per our Remuneration Policy submitted for the approval of the shareholders as per item 10 of the agenda.
In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority (KGK), with the resolution of our Board of Directors dated 11.02.2025, and the opinion of the Audit Committee, it has been decided to select Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit the financial reports of our Company for the fiscal year 2025 and to carry out other activities within the scope of the relevant regulations. This selection will be submitted to the approval of the General Assembly.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. is authorized to perform independent audit activities in the field of sustainability with the decision of the Public Oversight, Accounting and Auditing Standards Authority dated 18.02.2025. In this context, it is envisaged that the company will also conduct the mandatory sustainability assurance audit of the disclosures to be prepared in compliance with the Turkish Sustainability Reporting Standards published by KGK.
"Aygaz A.Ş. Donation and Sponsorship Policy", which was accepted by our Company's Board of Directors on March 8, 2021 and announced to the public, is stated in the Corporate Governance Principle numbered 1.3.10, "A policy regarding donations and aids is created and submitted to the approval of the general assembly. It was approved by our shareholders at the general assembly dated March 31, 2021.
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. In this framework, in line with our Company's Donation and Sponsorship Policy, donations were made to foundations and associations in 2024 is totaling TL 18,657,382.57, based on nominal amounts. (Total amount calculated according to purchasing power on December 31, 2024 is TL 22,818,443.11) TL 10,000,000.00 of this amount paid to Rahmi Koç Museum and Culture Foundation, TL 5,000,000.00 of this amount paid to Vehbi Koç Foundation, TL 2,703,434.50 of this amount paid to Koç University, TL 563,448.07 of this amount paid to TEV (Turkish Education Foundation), TL 350,000.00 of this amount paid to Deniz Temiz Association (Turkish Marine Environment Protection Association). The remaining balance was made to other several institutions and incorporations and consisting of donations that are not viewed as material for investors. The upper limit of donations to be made in 2025 shall be decided by the General Assembly.
Pursuant to Article 12 of the Capital Markets Board Corporate Governance Declaration No. II-17.1, 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. 16 of our financial statements dated 31 December 2024.
15. Authorizing 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 2024 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 2024 in this respect. Some of the shareholders having managerial control, shareholder board members, senior management and relatives up to the second degree of blood or affinity are also board members at several Koç Group companies including those with similar operations to our Company. In 2024, there has not been any material transaction which requires notification in accordance with Corporate Governance Principle No. 1.3.6 of the Corporate Governance Communique.
Ensuring that shareholders are informed about the company's transition efforts toward a lowcarbon economy is of paramount importance to all stakeholders. At the General Assembly meeting, shareholders will be provided with a comprehensive update.
APPENDIX 1 - PROPOSAL FOR AMENDMENT TO THE DIVIDEND DISTRIBUTION POLICY
APPENDIX 2 - PROPOSAL OF THE BOARD OF DIRECTORS FOR THE DISTRIBUTION OF 2024 DIVIDEND DISTRIBUTION PROPOSAL
APPENDIX 3 - AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RELATED BOARD DECISION
APPENDIX 4 - CVs OF BOARD OF DIRECTORS CANDIDATES AND INDEPENDENCE DECLARATIONS OF THE INDEPENDENT BOARD MEMBER CANDIDATES
APPENDIX 5 - REMUNERATION POLICY FOR BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
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.
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.
| AYGAZ A.S. PROFIT Distribution Table (TL) | |||
|---|---|---|---|
| According to CMB | According to Statutory Records |
||
| DISTRIBUTION OF PERIOD PROFIT | |||
| 1. | Paid in Capital/Issued Capital * | 219.800.767,00 | 219.800.767,00 |
| $\overline{2}$ . | Total Legal Reserves (According to Statutory Records) ** | 530.498.040.17 | 530.498.040,17 |
| Information on privilege in profit distribution, if there is any in the Articles of Association: | $0,00$ *** | ||
| 3. | Current period profit | 2.644.692.000,00 | 3.501.537.820,73 |
| 4. | Taxes payable (-) | 993.816.000,00 | 142.960.158,32 |
| 5. | Net profit $( = )$ | 2.122.621.000,00 | 3.358.577.662,41 |
| 6. | Previous years losses ( - ) | 0,00 | 0,00 |
| 7. | General legal reserves ( -) | 0,00 | 0,00 |
| 8. | DISTRIBUTABLE NET PROFIT FOR THE PERIOD (=) | 2.122.621.000,00 | 3.358.577.662,41 |
| 9. | Donations made during the year $(+)$ | 22.818.443,11 | 0,00 |
| 10. | Net Distributable Profit added donations | 2.145.439.443,11 | 0,00 |
| First dividend to Shareholders | 0,00 | 0,00 | |
| 11. | Cash**** | 1.072.719.721,56 | 10.990.038,35 |
| -Bonus | 0,00 | 0,00 | |
| - Total | 1.072.719.721,56 | 10.990.038,35 | |
| 12. | Dividend to privileged shareholders | 0,00 | 0,00 |
| Other distributed dividend | 0,00 | 0,00 | |
| 13. | - Dividend to the Board Members | 0,00 | 0,00 |
| - Dividend to the Employees | 0,00 | 0,00 | |
| - Other Dividend, excluding shareholders | 0,00 | 0,00 | |
| 14. | Dividend to redeemed shareholders | 0,00 | 0,00 |
| 15. | Secondary dividends to shareholders | 857.934.827,38 | 2.747.509.587,50 |
| 16. | General Legal Reserves | 191.966.451,06 | 274.750.958,75 |
| 17. | Statutory reserves | 0.00 | 0,00 |
| 18. | Special reserves | 0.00 | 0,00 |
| 19. | EXTRAORDINARY RESERVES | 0,00 | 325.327.077,81 |
| 20. | Other Resources to be distributed | 827.845.076,91 | 0,00 |
| - Previous years profit | 827.845.076,91 | 0,00 | |
| - Extraordinary reserves | 0,00 | 0,00 | |
| Other distributable reserves as per the law and the Articles of Association | 0.00 | 0,00 | |
| 21 | Other Resources to be distributed legal reserves | 82.784.507,69 | 0,00 |
| AYGAZ A.S. DIVIDEND RATIO TABLE FOR 2024 | ||||||
|---|---|---|---|---|---|---|
| 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) | $RATIO$ $(*)$ | AMOUNT (TL) |
RATIO (%) | ||
| NFT * | 2.682.060.000.40 | 0.00 | 126,36 | 10,6675 | 1.066.75 | |
| *** No privilege in profit distribution |
With the decision of the Board of Directors dated 04.02.2025, it has been resolved to extend the validity period of the registered capital ceiling, which will expire in 2025, until the end of 2029. Furthermore, considering the inflation effect over the years, the existing registered capital ceiling, set in 2003, has remained insufficient both in terms of amount and the increase in funds that can be added to the capital. Therefore, it has been decided to raise the registered capital ceiling to TL 1,000,000,000. To this end, the amendment to Article 6, titled "Capital," of the Company's Articles of Association will be made, after obtaining the necessary approvals from the Capital Markets Board and the Ministry of Trade. Once these approvals are obtained, the relevant change will be submitted to the shareholders for approval at the next General Assembly meeting. The necessary approvals for the proposed amendments were obtained from the Capital Markets Board on 10.02.2025 and from the Ministry of Trade on 21.02.2025.
| OLD TEXT |
NEW TEXT |
|---|---|
| Article 6 - CAPITAL | Article 6 - CAPITAL |
| In accordance with the provisions of the Capital Market Law, the | In accordance with the provisions of the Capital Market Law, the |
| Company has accepted the registered capital system and adopted | Company has accepted the registered capital system and adopted |
| this system with the permission no. 96 of the Capital Markets | this system with the permission no. 96 of the Capital Markets |
| Board dated March 2, 1987. | Board dated March 2, 1987. |
| Registered capital of the company shall be TL 500,000,000 (Five | Registered capital of the company shall be TL 1.000,000,000 |
| hundred million Turkish Liras), and divided into |
(One billion Turkish Liras), and divided into 100,000,000,000 |
| 50,000,000,000 (fifty billion Turkish Liras) shares with 1 (one) | (hundred billion Turkish Liras) shares with 1 (one) Kuruş value |
| Kuruş value per share. | per share. |
| The authorized capital limit granted by the Capital Markets Board | The authorized capital limit granted by the Capital Markets Board |
| is valid for (five years) between 2021 and 2025. Even if the | is valid for (five years) between 2025 and 2029. Even if the |
| authorized capital limit permitted as above is not reached as of | authorized capital limit permitted as above is not reached as of |
| the end of 2025, in order for the Board of Directors to take a | the end of 2029, in order for the Board of Directors to take a |
| capital increase decision after 2025, authorization is required to | capital increase decision after 2029, authorization is required to |
| be taken from the General Assembly of Shareholders for a new | be taken from the General Assembly of Shareholders for a new |
| term of up to 5 years, with a prior permission of the Capital | term of up to 5 years, with a prior permission of the Capital |
| Markets Board for the previous upper limit or for a new upper | Markets Board for the previous upper limit or for a new upper |
| limit amount. If such authorization is not taken, the Company | limit amount. If such authorization is not taken, the Company |
| cannot make a capital increase by a decision of the Board of | cannot make a capital increase by a decision of the Board of |
| Directors. | Directors. |
| The issued capital of the company is TL 219,800,767.00 (two | The issued capital of the company is TL 219,800,767.00 (two |
| hundred and nineteen million and eight hundred thousand and | hundred and nineteen million and eight hundred thousand and |
| seven hundred and sixty-seven Turkish Liras) and the entire | seven hundred and sixty-seven Turkish Liras) and the entire |
| issued capital has been pledged and paid in full by the partners | issued capital has been pledged and paid in full by the partners |
| free of collusion. Issued capital is divided into 21,980,076,700 | free of collusion. Issued capital is divided into 21,980,076,700 |
| (twenty-one billion and nine hundred and eighty million and | (twenty-one billion and nine hundred and eighty million and |
| seventy-six thousand and seven hundred) registered shares with | seventy-six thousand and seven hundred) registered shares with 1 |
| 1 (one) Kuruş nominal value per share. | (one) Kuruş nominal value per share. |
| Finally, Company's issued capital of TL 300,000,000 is | The shares making up the capital are monitored on the records |
| decreased by TL 80,199,233 to TL 219,800,767 through a | within the framework of the recording rules. The capital of the |
| partial demerger through the model of share transfer to its | company may be increased or decreased as necessary within the |
| shareholders. | framework of the provisions of the Turkish Commercial Code |
| The shares making up the capital are monitored on the records | and Capital Market legislation. |
| within the framework of the recording rules. The capital of the company may be increased or decreased as necessary within the |
The Board of Directors is authorized to increase the issued capital by issuing new shares up to the ceiling value of the registered |
| framework of the provisions of the Turkish Commercial Code | capital as deemed necessary in compliance with the provisions of |
| and Capital Market legislation. | the Capital Market Law as well as restricting the rights of the |
| The Board of Directors is authorized to increase the issued capital | owners of the privileged shares and limiting the right of the |
| by issuing new shares up to the ceiling value of the registered | shareholders to buy new shares. The power of restricting the right |
| capital as deemed necessary in compliance with the provisions of | of buying new shares may not be used in a manner that might |
| the Capital Market Law as well as restricting the rights of the | create inequality between the shareholders. |
| owners of the privileged shares and limiting the right of the | |
| shareholders to buy new shares. The power of restricting the right | |
| of buying new shares may not be used in a manner that might | |
| create inequality between the shareholders. |
After studying Business Administration at Johns Hopkins University (USA), Rahmi M. Koç started his career in the Koç Group in 1958 at Otokoç. He became Chairman of the Management Committee in 1980 and was named Chairman of the Board of Directors of Koç Holding in 1984, a post he held until 2003 when he became the Honorary Chairman.
Apart from Koç Holding, he also serves as a Member/Chairman of the Board of Directors of other Koç Group companies. His responsibilities in various capacities at numerous institutions and organizations include: 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 Chairman of the Advisory Board of the Turkish Industry and Business Association (TÜSİAD), Member of the Advisory Board of the Turkish Employers Association (TİSK) and Founding Chairman of the Global Relations Forum. Mr. Koç has been awarded Honorary Doctorate degrees by Johns Hopkins University (Baltimore-Maryland), Eskişehir Anadolu University, Izmir Ege University, Ankara Bilkent University, Ovidius University of Constanta and Aydın Adnan Menderes University. 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, 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" the most prestigious state decoration awarded by the French Government, "Responsible Capitalism Lifetime Achievement Award" by the international affairs organization FIRST and Medal by Foreign Policy Association (FPA) a US-based organization with a 100-year history, recognized among the world's prestigious think tanks. Rahmi M. Koç, together with the Koç Family, has received the Hadrian Award granted by the World Monuments Fund, Carnegie Medal of Philanthropy, BNP Paribas Philanthropy Award and "Outstanding Service Award in Decorative Arts" at the 16th "Iris Foundation Awards". He has previously served as Co-Chairman of the Business Advisory Council for South East Europe, Honorary Trustee of The Metropolitan Museum of Art, 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 US Council on Foreign Relations. He continues to serve as the Chairman of Aygaz A.Ş. since 1996.
Ömer M. Koç received his BA in Ancient Greek from Columbia College, Columbia University (USA) in 1985. He worked at Kofisa Trading for one year and completed his MBA at Columbia University Business School in 1989. After working at Ramerica International Inc., he joined the Koç Group in 1990. He held various senior positions at Koç Holding including Finance Coordinator, Vice President and President of the Energy Group. He became Member of the Board of Directors in 2004 and Vice Chairman in May 2008. In February 2016, he was appointed the Chairman of the Board of Directors of Koç Holding. He serves as the Vice President of the Turkish Industry and Business Association (TÜSİAD) High Advisory Council, the Chairman of the Board of Trustees of Turkish Educational Foundation, Chairman of the Board of Directors of Geyre Foundation, Chairman of Tofaş, Tüpraş and Yapı Kredi Kültür Sanat Yayıncılık Board of Directors, Chairman of IKSV (Istanbul Foundation For Culture and Arts) Board of Trustees, and Board Member at other Koç Group companies. Ömer M. Koç has served on the Aygaz A.Ş. Board of Directors as a member since 1996 and is the Vice Chairman since 2001.
Alexandre Picciotto is one of the grandsons of Hillel Picciotto, who co-founded Aygaz with Vehbi Koç in 1961. After graduating from Ecole Supérieure de Gestion (Paris) in 1990, he started his career in Orfim, the investment company of his family in Paris, France. He managed different subsidiaries operating in various fields, including real estate and movie industry (1990-2003). In 2003, he was appointed General Manager at Liquid Petroleum Gas Development Company, the Picciotto family-owned company, which is a shareholder of Aygaz. He was then appointed General Manager at Orfim in 2008 and President in 2021. Alexandre Picciotto is also member of the Board of Directors at various companies in both Turkey and France. He has served on the Aygaz Board of Directors since July 2012.
Levent Çakıroğlu graduated from Ankara University Faculty of Political Sciences, Business Administration Department and received his master's degree from University of Illinois. He started his career as an Assistant Auditor at the Ministry of Finance in 1988, where he worked as a Senior Auditor from 1991 to 1997. He was appointed as Assistant Manager of Financial Crimes Investigation Board in 1997 and 1998, meanwhile he taught as a Part Time Instructor at Bilkent University. Çakıroğlu, joined Koç Group in 1998 as Koç Holding Financial Group Coordinator. He was the General Manager of Koçtaş from 2002 until 2007 and the CEO of Migros from 2007 to 2008. He was assigned as the CEO of Arçelik in 2008 and also became the President of the Durable Goods Group of Koç Holding in April 2010. Çakıroğlu has been appointed as the CEO of Koç Holding in April 2015. He currently serves as the CEO and has also been Member of the Board of Directors of Koç Holding since April 2016. Levent Çakıroğlu is also Chairman of the Board of Directors of Arçelik- LG and Türk Traktör as well as the Vice Chairman of Otokar and Yapı Kredi Boards of Directors, and Member of the Board of Directors at various Koç Holding companies. Çakıroğlu has served on the Aygaz Board of Directors since 2015.
Yağız Eyüboğlu graduated from Boğaziçi University with a BA degree in Economics in 1991. He went on to earn an MBA from Koç University in 1996. Mr. Eyüboğlu began his professional career as a Management Trainee at Arçelik in 1991. Starting in 1993, he worked at Koç Holding for more than 10 years, as Auditor, Senior Internal Auditor, Assistant Financial Coordinator and Financial Coordinator, respectively. Between 2004 and 2009, he served as the CFO of Arçelik; the CEO and Board Member of Beko Elektronik; Assistant to the President of the Foreign Trade and Tourism Group at Koç Holding; and Human Resources Director at Koç Holding. From 2009 to October 2015, he was the CEO of Aygaz. In October 2015, he was appointed the Deputy President of the Energy Group at Koç Holding and since April 2016 he has been serving as the President of Energy Group. Yağız Eyüboğlu is also a Member of the Board of Directors in various Koç Group companies and had served as the President of the World LPG Association, the Chair of TISK Turkish Confederation of Employer Associations, and the Chair of the Board of Trustees of the Turkish Family Health and Planning Foundation. Yağız Eyüboğlu has served on the Aygaz Board of Directors since 2016.
Independent Member of the Board of Directors
Professor M. M. Gülay Barbarosoğlu graduated from Robert College in 1974. She earned her Bachelor's Degree in Industrial Engineering in 1978 and her PhD in the same department at Boğaziçi University in 1985, before she became Professor of Industrial Engineering in 2000. She designed and delivered lectures on mathematical programming and optimization, logistic, operation and production planning, and decision-making theories.
Prof. M. M. Gülay Barbarosoğlu acted as Rector at Boğaziçi University from 2012 to 2016, and Vice Rector Responsible for Research at Boğaziçi University from 2008 to 2012. She took on various administrative roles at Boğaziçi University. Between 2002 and 2006, she worked as the Manager of Kandilli Observatory and Earthquake Research Institute (KRDAE), as the Manager of Center of Disaster Management (CENDIM), and President of the Department of Industrial Engineering and Program of Financial Engineering.
Having taken on international duties, Prof. M. M. Gülay Barbarosoğlu acted as a Member of the Board of Directors at the European Universities Association between 2013 and 2017. During her duties as the Vice Chair of the Association of European Operational Research Societies (EURO) between 2003 and 2007, and the national representative at NATO Research and Technology Organization between 2002 and 2010, she worked in close collaboration with various European universities, governmental and nongovernmental organizations. Prof. Barbarosoğlu is a Founding Member of EURO Organizational Planning European Study Group and a Member of the Management Sciences Institute (INFORMS), American Production and Inventory Control Society (APICS) and International Industrial Engineering and Production Management (IEPM). Attaching great importance to civil society activities, Prof. Barbarosoğlu actively worked to establish Neighborhood Disaster Volunteers (MAG), and she acted as a Member and Chair of the Board of Directors. Prof. M. M. Gülay Barbarosoğlu retired from Boğaziçi University in December 2016. She serves as Founding Representative at Hisar Education Foundation schools and as Board of Trustees Member at Özyeğin University.
Having graduated with a high degree from the Economics and Political Science department of Rutgers University in 1981, Neslihan Tonbul completed her post-graduate study on International Finances and Economic Development at The Fletcher School of Law and Diplomacy – Tufts University. Appointed to the senior executive positions at New York, London and Istanbul agencies of variousinternational finance institutions (The Irving Trust Company, The Bank of New York and BNY Mellon) from 1983 to 2008, she was appointed as regional manager overseeing a region that includes the Middle East, Africa, Eastern Europe and Turkey. Serving as board member to the prominent Turkish holdings since 2008, Neslihan Tonbul is a board member of Petkim, Alarko Holding and Vakıfbank International. Gaining expertise in the Management of Family Companies by studying at the Harvard Business School with CFEG, Tonbul has been teaching "Management of Family Companies" at the Faculty of Economics and Administrative Sciences of Koç University since 2017. Neslihan Tonbul is an independent board member of Tofaş since 2018. Serving as senior advisor at New Zealand Trade and Enterprise (NZTE) since 2014. Neslihan Tonbul is proficient in English, French, and Azerbaijani.
Independent Member of the Board of Directors
Muharrem Kayhan received education at St. Joseph French School and Robert College of İstanbul. He got his Engineering Degree in Textiles in 1976 from the University of Manchester in England. He received his MBA from Cornell University in 1978. Muharrem Kayhan is presently Vice Chairman of the boards of Söktaş and its subsidiaries. He has represented the interests of the Turkish textile industry in various European Union platforms while serving on the boards of the Aegean Chamber of Industry, the Exporters' Union, and the Turkish Textile Employers' Union. He served as the Chairman of TÜSİAD between 1997 and 1999, and is now an Honorary Chairman. Muharrem Kayhan serves on the Board of Trustees of Robert College the İzmir Culture, Art and Education Foundation, and Bizim Okul Foundation. He has represented Spain as Honorary Consul in İzmir since 2003. He is the recipient of the Turkish National Assembly Distinguished Service Award (2009). He served as Independent Member of the Board of Directors at Koç Holding and Tüpraş A.Ş. Ancient history and numismatics are among his areas of interest.
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.
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.
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.
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.
Our company has determined the senior management staff as members of the board of directors, general manager, assistant general managers and directors directly reporting to the general manager related to the main field of activity of the company.
In accordance with Turkish Commercial Code and Article 12 of the Articles of Association of Aygaz A.Ş., a fixed remuneration is determined each year at the ordinary general assembly meeting for the membership functions of the Board of Directors, valid for the entire Board of Directors. Members of the Board of Directors are paid on a pro-rata basis, taking into account the time they have been in office as of the dates of their appointment and departure.
Executive directors on the board shall receive a payment within a determined policy for senior management, the details of which are specified below.
Additional payment is made to the executive members of the Board in accordance with the policy established for senior executives.
Additional payment is made to the Board members who have been assigned specific duties to support the activities of the Company the amount of which is to be determined by the Board of Directors in consultation with the Corporate Governance Committee who is responsible for fulfilling the duties of the Nomination and Remuneration Committee in our Company.
To the chairman and members of the Executive Committee of the Board which supports the Board in the proper management of the Company in all respects, additional compensation determined by the Board of Directors in consultation with the Corporate Governance Committee by taking into account such Committee Members' contributions, attendance at the meetings, functions, etc. can be granted. Payments made thereof to Executive Committee members within the year are to be deducted from the amount determined at the end of the year.
In respect of remuneration of the independent members of the Board of Directors, a payment plan based on the performance of the Company cannot be used.
Expenses incurred by the members of the Board of Directors on account of making contributions to the company (such as transportation, telephone, insurance, etc.) can be paid by the Company.
The remuneration for Senior Executives consists of two components, which are fixed, and performance based.
Within the scope of remuneration policy, salary and fringe benefits management is organized and implemented as fair, objective, appreciating high performance, competitive, rewarding and motivating.
Fixed salaries of senior executives are determined in accordance with international standards and legal obligations by taking into account the prevailing macroeconomic data in the market, the salary policies prevailing in the market, the size and long-term targets of the Company and the positions of the persons. With the remuneration policy, it is aimed to increase the motivation and loyalty of the employees and to gain qualified employees who will ensure the achievement of the Company's strategic business goals, taking into account the internal wage balances and competitiveness in the market.
Bonuses for senior executives are calculated according to the bonus base, company performance and the individual performance in a way that will support the realization and exceeding of the Company's business goals, and encourage superior performance by rewarding sustainable success. A summary of the criteria is as follows:
Severance payments may be granted to the key executives by taking into account total term of service, term of service as an executive, as well as contributions made to the company, the recent bonus base, and the salaries and bonuses paid in the last year of service.
Total amounts determined by the above principles and paid to the members of the Board of Directors during the year are submitted for shareholder approval at the next general meeting.
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