TÜPRAŞ-TÜRKİYE PETROL RAFİNERİLERİ A.Ş.

AGM Information • Sep 26, 2024

TURKISH PETROL REFINERIES CORPORATION MINUTES OF EXTRAORDINARY GENERAL ASSEMBLY MEETING HELD ON 24 SEPTEMBER 2024

Extraordinary General Assembly Meeting of Tüpraş was held on Tuesday, 24 September 2024 at 10:00 am, at the address Güney Mahallesi Petrol Caddesi No:25 41790 Körfez /KOCAELİ, under the supervision of the Ministry's Delegate Veysi Uzunkaya, assigned by the letter of the Ministry of Trade of The Republic of Turkey, Kocaeli Provincial Directorate of Commerce dated 23.09.2024 and numbered 101034777. The invitation for the meeting including the agenda, that has been made in accordance with the Law and the Articles of Association, was published on 20 August 2024, in the Turkey Trade Registry Gazette numbered 11147. Announcements were made 21 days prior to the General Assembly, on the web site of the company at www.tupras.com.tr, via the Central Registry Agency's (MKK) e-Company Portal, Electronic General Assembly System.

It is understood from the list of attendants that out of 192,679,559,800 shares, each bearing a nominal value of Kr 1 (One Kr) amounting to the company's total capital of TL1,926,795,598.00; shareholders holding 945,802 shares corresponding to capital of TL 9,458.02 were present by person. Shareholders holding 123,202,257,394 shares corresponding to capital of TL 1,232,022,573.94 were present by proxy. Total of 123,203,203,196 shares corresponding to paid in capital of TL 1,232,032,031.96 were represented at the meeting, thereby reaching the minimum quorum as set in the legislation and the Articles of Association. Included in these total shares, it has been declared that 20,688,655,600 shares with nominal value TL 206,886,556.00 is represented by the Depositary of Representatives Company.

It has been determined that the Company has taken the necessary measures regarding the Electronic General Assembly as per Paragraph Five and Six of Turkish Commercial Code Article 1527. Mrs. Fettane Sayın, has been appointed by Mr. Yağız Eyüboğlu, a Member of Board of Directors, to use the Electronic General Assembly System. The meeting has been started both physically and electronically at the same time and the agenda has been opened for discussion.

Mr. Yağız Eyüboğlu, Member of Board of Directors, has provided information about the method of voting. As required by the Law and the Articles of Association, with the regulations on counting of electronic votes reserved, shareholders who were physically present at the meeting were requested to vote by raising hands and those who vote negatively were requested to express their objections with verbal declaration.

As a result of the discussions held in respect to the agenda, the following decisions have been taken.

1. In accordance with the 1st item on the agenda, the election of the Chairman of Meeting who was in charge of the administration of the Extraordinary General Meeting was put to vote. The proposal made by the proxy of Enerji Yatırımları A.Ş., the shareholder of the company, was read by Mr. Doğan Korkmaz. Mr. Yağız Eyüboğlu has been elected as the Chairman of the Extraordinary General Assembly by unanimous vote with TL 1,232,032,031.96.

The Chairman of the Meeting appointed Mr. İbrahim Yelmenoğlu as vote collector and Mr. Doğan Korkmaz as the secretary.

The Chairman of The Meeting declared that all other relevant documents in regard to the Agenda of the General Assembly was available at the meeting.

The Chairman of The Meeting declared that, from Members of the Board, himself was present and Seçkin Özdemir, who attended the meeting on behalf of the Independent Audit Company Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi. The Chairman also informed the General Assembly that other Board members have not attended the meeting providing their excuses.

1. In accordance with the 2nd item of the agenda, the Company's Dividend Distribution Policy, long-term company strategy, investment finance policies, profitability and cash status, which are announced to the public on the Public Disclosure Platform at least 21 days before the General Assembly meeting, on the Company's www.tupras.com.tr corporate website and in the Electronic General Assembly system of the Central Registry Agency A.Ş., within the scope of the Dividend Communiqué No. II-19.1, within the year 2024, opened the Board of Directors' proposal for the distribution of dividends from previous years' earnings and the date of the distribution.

a) In accordance with the Capital Market legislation, Article 18 of the Articles of Association of the Company and the Dividend Distribution Policy of our Company, taking into account the long-term strategies, investment and financing policies, profitability and cash situation of our Company;

Distribution of dividends of TL 23,000,000,000.00 to shareholders, Allocation of 2.300.000.000,00 TL general legal reserve,

• b) Payment in cash of the sum of TL 23,000,000,000.00, which is the total amount of dividends to be paid to the shareholders;
• c) In the event that the above dividend distribution proposal is accepted by the General Assembly, the total dividend of TL 23,000,000,000.00 to be paid to the shareholders and the 2,300,000,000.00 TL of General Legal Reserves to be covered from the retained earnings of previous years according to the records prepared under the Tax Procedure Law and the financial statements prepared in accordance with TFRS regulations;
• d) To our fully taxpayer institutions and our narrow taxpayer corporate partners who receive dividends through a workplace or permanent representative in Turkey; 1,193.69% for shares with a nominal value of TL 1.00 and a gross = net cash dividend of TL 11.9369175; to our other shareholders at the rate of 1,193.69% and gross of TL 11.9369175 for shares with a nominal value of TL 1.00; payment of a net cash dividend of 1,074.32% and TL 10.7432257;
• e) Proposal to make dividend payments from 27 September 2024

The dividend distribution proposal is submitted to shareholders' approval and are approved and accepted by a majority vote as a result of affirmative votes for TL 1,232,014,079.96 paid-in share capital against dissenting votes for TL 17,952 paid-in share capital.

1. In the section of wishes and opinions, the Chairman of the Meeting expressed his good wishes.

Representative of the Ministry, Mr. Veysi Uzunkaya asked whether there were any objections to decisions taken in the meeting from those participating either in person or by representative and as per his request, it is recorded in the minutes that there were no objections raised.

This document of Meeting Minutes is issued with 3 copies and is read and signed at the meeting place following the end of meeting.

24 September 2024

Ministry Representative Chairman Veysi UzunkayaYağız Eyüboğlu

Vote Collector Secretary İbrahim Yelmenoğlu Doğan Korkmaz