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TURCAS PETROL A.Ş.

AGM Information May 6, 2025

8931_rns_2025-05-06_dd01b69d-1ddb-4dd9-976a-09f073247cb4.pdf

AGM Information

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TURCAS PETROL A.Ş.

2024 ORDINARY GENERAL MEETING MINUTES

6 MAY 2025

Turcas Petrol A.Ş. 2024 Ordinary General Meeting was held at 10:00 on 6 May 2025, Tuesday at the address of Kennedy Caddesi No:34 Kalyon Hotel Sultanahmet, Fatih/İstanbul with the participation of Mr. Turgut Köse, Ministry Representative who is commissioned with assignment letter no E-90726394- 431.03-00108871370, dated 05.05.2025 of the Governorship of Istanbul Provincial Directorate of Commerce.

During examinations made before the opening of General Meeting, it was understood that;

  • Invitation letters regarding Ordinary General Meeting in accordance with article no. 27 and 48 of the Company's Articles of Association were published at Turkish Trade Registry Gazette no. 11310 dated 11 April 2025, at Public Disclosure Platform dated 11 April 2025, at the corporate website www.turcas.com.tr dated 11 April 2025, Electronic General Assembly System (EGAS) within the time and also at Nasıl Bir Ekonomi newspaper dated 15 April 2025,
  • Agenda, sample of power of attorney and invitation letters related to Ordinary General Meeting were submitted to shareholders who had submitted address information to the Company in accordance with Turkish Commercial Code article 414 in the form of registered mail on 17 April 2025,
  • Pursuant to Article 13 of the Company's Articles of Association, invitation letters were duly sent by registered mail with return receipt on March 10, 2025 from the Chairmanship of the Board of Directors of Turcas Petrol A.Ş. to Group B and Group C Shareholders for the purpose of nominating candidates for the Board of Directors,
  • In total 141.309.597,721 shares were represented, of which 152.910,974 shares being in person and 141.156.686,747 shares being by proxy among 255.600.000 shares in nominal value of 1.00 TL each and in total value of 255.600.000 TL of the Company within the List of Attendants submitted at Meeting Hall to the examination of shareholders in accordance with article 417 of Turkish Commercial Code. The Ministry Representative Mr. Turgut Köse informed that the meeting could be opened since it was understood that there was a quorum in accordance with the Turkish Commercial Code and the Company's Articles of Association. Vice Chairman of the Board of Directors, Ms. BANU AKSOY, Board Member & CEO Mr. SAFFET BATU AKSOY, Board Members Mr. M. TİMUÇİN TECMEN, Mr. MATTHEW JAMES BRYZA, Independent Members of the Board of Directors Dr. MARKUS CHRISTIAN SLEVOGT and Ms. LALE ERGİN and the representative of the Independent Audit Firm, Ms. Neslihan Uzun were present at the meeting and the following agenda items were discussed.
  • 1. The meeting was opened by Mr. Saffet Batu AKSOY, Board Member & CEO, and then Presidency Council started to be formed.
    • Mr. Saffet Batu AKSOY was elected as Meeting Chairman,
    • Ms Fatma Ece Öztunç was elected as Vote Collectors,
    • Ms. Banu AKSOY was elected as Council Secretary by unanimous of the votes with 0 votes against , 141.309.597,721 votes in favor.

Meeting Chairman Mr. Saffet Batu AKSOY detected that the Company management has confirmed the compliance of documents that are providing rights to participate in General Assembly with the related legislation and then signed the list of attendants.

  • 2. The agenda item of "Authorizing Meeting Council to sign the Annual General Meeting Minutes" was opened to voting of the General Assembly and was accepted by majority of the votes with 0 votes against , 141.309.597,721 votes in favor.
  • 3. Since the Annual Report of the Board of Directors for the fiscal year 2024 was published on the Public Disclosure Platform, the corporate website and the Electronic General Assembly portal of the Central Registry Agency (CRA), as well as being distributed prior to the meeting, it was put to the vote to be accepted as read, and this issue was approved by 141.309.597,721 votes. As a result of the voting for the approval of the 2024 fiscal year Annual Report, the relevant report was approved by unanimous of the votes with 0 votes against , 141.309.597,721 votes in favor.
  • 4. 2024 financial year Independent Audit Report Opinion was read and the relevant report was opened for discussion. As a result of the voting for the approval of the Independent Audit Report for the fiscal year 2024, the relevant report was approved by unanimous of the votes 0 votes against 141.309.597,721 votes in favor.
  • 5. The 2024 financial statements (Balance Sheet and Income Statements) were read and opened for discussion. 2024 financial statements were approved by unanimous of the votes with 0 votes against, 141.309.597,721 votes in favor.
  • 6. A vote was taken for the release of the Members of the Board of Directors separately for the activities of the Company for the fiscal year 2024 and it was accepted with unanimous of the votes, 0 votes against, 141.309.597,721 votes in favor . (The members of the Board of Directors did not use their voting rights arising from their own shares in their own release).
  • 7. Pursuant to the resolution of the Board of Directors of the Company dated 11.04.2025 and numbered 2025/07, according to the Dividend Distribution Table prepared on the basis of the financial statements dated December 31, 2024 maintained within the scope of the Turkish Commercial Code and Tax Procedure Law and the unconsolidated financial statements dated December 31, 2024 prepared in accordance with the regulations of the Capital Markets Board and independently audited, the distribution amount to be made from the amount remaining after deducting all reserves required to be set aside in accordance with the legislation to be distributed from the Profit of the fiscal year 2024 is determined as TL 345,000,000 TL, the proposal to deduct the advance dividend distribution of TL 145,000,000 distributed in December 2024 from the

dividend distribution to be made, and to distribute the remaining TL 200,000,000 after the deduction process as dividend to the shareholders as of 30.06.2025, to be paid in cash in full, was approved by unanimous of the votes with 0 votes against, 141.309.597,721 votes in favor.

  • 8. In the voting on the determination of the remuneration and attendance fees of the members of the Board of Directors for the year 2025, in line with the Corporate Governance Principles of the Capital Markets Board, it was approved unanimous of the votes with 0 votes against, 141.309.597,721 votes in favor that the Independent Members of the Board of Directors be paid a total annual gross salary of TL 5,975,612.50, and that the other Members of the Board of Directors be paid a total annual gross attendance fee and/or salary of TL 31,885,323.28, and that these fees be subject to the interim inflation increase that may be granted throughout the Company.
  • 9. Since the terms of office of the Members of the Board of Directors will expire on 11.05.2025, in line with the relevant regulations in the Turkish Commercial Code, the Regulation, the Capital Markets Law and our Articles of Association, the resolution of the Company's Board of Directors dated 08.04.2025 and numbered 2025/04 and the appropriate opinion of the Corporate Governance Committee, it was approved that the election of Ms. Lale Ergin residing at [..] having T.R.ID : [..], Mr. Timothy James Ford residing at [..] with (Passport No: [..]) and Mr. Dr. Markus Christian Slevogt residing at [..] with (Foreign ID No: [..]) as Independent Board until the execution of the Ordinary General Assembly meeting for the year 2025, and Mr. Erdal Aksoy residing at [..] having (T.R.ID: [..]), Mr. Banu Aksoy residing at [..] having (T.R.ID: [..]), Saffet Batu Aksoy residing at [..] having (T.R.ID: [..]), Mr. Mehmet Timuçin Tecmen residing at [..] having (T.R.ID: [..]), Mr. Matthew James Bryza resing at [..] having (T.R.ID: [..]), as member of the board of directors for a period of 3 (Three) years by unanimous of the votes with 0 votes against, 141.309.597,721 votes in favor
  • 10. In accordance with the relevant report of the Audit Committee of the Company and pursuant to the resolution of the Board of Directors dated 08.04.2025 and numbered 2025/05, BDO Denet Bağımsız Denetim ve Danışmanlık Anonim Şirketi, registered at the Istanbul Trade Registry Office with trade registry number 254683-0, with mersis number 0291001084600012, having registered with tax number 2910010846 at Zincirlikuyu Tax Office and located at Eski Büyükdere Cad. No:14 K:4 Park Plaza Maslak Sarıyer/İstanbul, the aforementioned Audit Company was approved by unanimous of the votes with 0 votes against 141.309.597,721 votes in favor.
  • 11. Pursuant to the relevant report of the Audit Committee of the Company and pursuant to the Board of Directors' resolution dated 30.04.2025 and numbered 2025/11 for the audit of the sustainability reports for the years 2024 and 2025 to be prepared within the scope of the Mandatory Assurance Audit in accordance with the Turkish Sustainability Reporting Standards, as a result of the voting held for the selection of BDO Denet Bağımsız Denetim ve Danışmanlık Anonim Şirketi, registered at the Istanbul Trade Registry Office with trade registry number 254683-0, with Mersis number 0291001084600012, having registered with tax number 2910010846 at Zincirlikuyu Tax Office and located at Eski Büyükdere Cad. No:14 K:4 Park Plaza Maslak Sarıyer/İstanbul, the aforementioned Audit Company was approved by majority of the votes with 1.980.795 votes against 139.328.802,721 votes in favor.
  • 12. The Company made donations amounting to TL 1,312,682 in the fiscal year 2024 in accordance with its donation policy.
  • 13. Shareholders were informed that information regarding the guarantees, pledges, mortgages given in favor of third parties and the income and benefits obtained in the fiscal year 2024 is included in footnote 13 of the Independent Audit Report of Turcas Petrol A.Ş. dated 31.12.2024.
  • 14. Our Board of Directors has not received any information about the fact that controlling shareholders, board members, executives and their spouses and blood relatives and relatives by marriage up to second degree entered into any material transaction that might lead to conflict of interests with the Company or its Subsidiaries and/or any of them was engaged in any business activity, which falls within the scope of activity of the Company or its Subsidiaries, whether on their or any other party's behalf, or participated with the capacity of unlimited partner in any other partnership that deals with the same kind of business as the Company according to Corporate Governance Principles issued by the Capital Markets Board. In addition, our Board of Directors has not received any information about the fact that those whose shareholding details are available to the Company in a privileged manner, other than Board Members and Executives, conducted any business activity on their behalf, which falls within the scope of activity of the Company.
  • 15. Pursuant to the Capital Markets Board's Corporate Governance Communiqué, shareholders were informed that the transactions made with Related Parties in the fiscal year 2024 are included in footnote 25 of Turcas Petrol A.Ş.'s Independent Audit Report dated 31.12.2024.
  • 16. The granting of the necessary permissions to the Chairman and Members of the Board of Directors within the scope of Articles 395 and 396 of the Turkish Commercial Code was approved by the shareholders by unanimous of the votes with 0 votes against 141.309.597,721 votes in favor.
  • 17. Questions asked by the shareholders were started to be replied; wishes and recommendations of the shareholders were listened to; and necessary replies were given by the related Company representatives; and notes were taken.

All of the above decisions were taken by open ballot. Shareholders who are members of the Board of Directors did not vote on issues concerning themselves.

The meeting was closed by the Presidency of the Council and these minutes were drawn up and signed in seven copies at the meeting place. Date: May 6, 2025

MINISTRY REPRESENTATIVE TURGUT KÖSE

CHAIRMAN OF THE COUNCIL SAFFET BATU AKSOY

VOTE COLLECTOR FATMA ECE ÖZTUNÇ

COUNCIL SECRETARY BANU AKSOY

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