AYGAZ A.Ş.

M&A Activity • Aug 31, 2022

Summary Info	CMB approval for the Issue Certificate regarding the Partial Demerger Transaction
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	TUPRS, KCHOL

Board Decision Date	25.04.2022
Demerger Model	Partial demerger by way of share transfer to the shareholders
Company/Companies That Assets be Transferred Due to Demerger	Türkiye Petrol Rafinerileri A.Ş. (Tüpraş)
Scope of Activities of Company/Companies That Assets be Transferred Due to Demerger	Refinery, energy generation
Capital Increase of Company That Assets be Transferred Due to Demerger	12.418.659
Will Be Applied to Stock Exchange For Listing of Company That Assets be Transferred Due to Demerger?	No
Currency Unit	TRY
Date Of Financial Statements Base To Demerger	31.12.2021
Paid-in Capital (TL)	300.000.000
Target Capital (TL)	219.800.767

Share Group Info	Paid-in Capital (TL)	Share Exchange Rate	Capital To Be Decreased Due To Demerger (TL)	Capital To Be Decreased Due To Demerger (%)	Amount Of Bonus Issue From Internal Resources Due to Demerger (TL)	Rate Of Bonus Issue From Internal Resources Due to Demerger(%)	New Shares'' ISIN	Amount of Shares Issued Due To Demerger
AYGAZ, TRAAYGAZ91E0	300.000.000	0,15485	80.199.233	26,73307			TRATUPRS91E8	12.418.659

Capital Market Board Application Date Regarding Demerger	29.04.2022
Capital Market Board Application Result Regarding Demerger	APPROVAL
Capital Market Board Approval Date Regarding Demerger	07.07.2022
Date of Related General Assembly	25.08.2022
Was The Issue Of Demerger Negotiated? Was It Accepted?	Accepted
Capital Market Board Application Date	29.08.2022
Capital Market Board Application Result	APPROVAL
Capital Market Board Approval Date	31.08.2022
Date Of Registry	26.08.2022
Effective Date	01.09.2022
Payment Date	05.09.2022
Record Date	02.09.2022

Additional Explanations

Regarding the Partial Demerger Transaction, Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş") application to the Capital Markets Board (CMB) to approve the issue certificate regarding the increased capital amount was approved on August 31, 2022.

Accordingly, the issued capital of Tüpraş will be increased from TL 250,419,200 to TL 275,256,514 due to the transaction, while the issued capital of Aygaz will be decreased from TL 300,000,000 to TL 219,800,767. While Tüpraş's issued capital will increase by TL 24,837,314 due to the takeover through demerger, issued shares with a nominal value of TL 12,418,655 will be given to Koç Holding in exchange for Entek shares and the remaining nominal value of TL 12,418,659 will be given to Aygaz shareholders in exchange for Entek shares of Aygaz, as Aygaz will be executing partial demerger transaction through the model of share transfer to its shareholders.

According to the calculation based on Aygaz's decreased capital due to demerger, in return for 1 Aygaz A.Ş. (TRAAYGAZ91E0) share, 0.056499616309346 Tüpraş shares (TRATUPRS91E8) at the rate of 5.6499616309346% will be given to Aygaz shareholders in proportion to their shares. The exchange ratio reached by dividing the amount of Tüpraş shares to be given to Aygaz shareholders within the scope of the capital increase, by the amount of the capital decrease to be made in Aygaz, is calculated as 0.15485.

Within this context, the share distribution dates following the spin-off transaction are stated above.

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.