AGM Information • Mar 27, 2025
AGM Information
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Ordinary General Assembly Meeting of Tüpraş for the Year 2024 was held on Thursday, 27 March 2025 at 10:00 am, at the address Güney Mahallesi Petrol Caddesi No:25 41790 Körfez /KOCAELI, under the supervision of the Ministry's Delegate Mr. Veysi Uzunkaya, assigned by the letter of the Kocaeli Governorship, Kocaeli Provincial Directorate of Commerce dated 19.03.2025 and numbered E-80122446-431.03-00107425695.
The invitation for the meeting including the agenda, as stipulated in the relevant regulations and the Articles of Association, was published on 05 March 2025, in the Turkey Trade Registry Gazette numbered "11285". Announcements were made 3 weeks prior to the General Assembly, on the corporate web site of the company at www.tupras.com.tr, via the Central Registry Agency's (MKK) e-Company Portal, Electronic General Assembly System.
Upon examination of the List of Participants, it has been understood that among 192,679,559,800 shares, each bearing a nominal value of Kr 1 (One Kr) amounting to the company's total capital of TL 1,926,795,598; shareholders holding 5,652,058 shares corresponding to capital of TL 56,520.58 were present by person. Shareholders holding 118,715,501,619 shares corresponding to capital of TL 1,187,155,016.19 were present by proxy. Total of 118,721,153,677 shares corresponding to paid in capital of TL 1,187,211,536.77 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 16,013,412,424 shares with nominal value TL 160,134,124.24 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. Ms. 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 stated in both the relevant regulations and the Internal Directive of the General Assembly of the Company 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.
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, and from Members of the Board, himself, and Mr. Erol Memioğlu was present and Mr. Seçkin Özdemir, who attended the meeting on behalf of the Independent Audit Company Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, was also present. The Chairman also informed the General Assembly that other Board members have not attended the meeting providing their excuses.
2024 Integrated Annual Report has been approved and accepted by a majority vote with TL 1,186,124,377.23 paid in-share capital in the affirmative and TL 1,074,759.54 paid in-share capital dissenting votes.
This agenda topic was not subject to voting and for information purpose only.
2024 Annual Consolidated Financial Statements and Statutory Statements prepared in accordance with the Taxation Procedures Code are approved and accepted by a majority vote as a result of affirmative votes for TL 1,163,915,490.79 paid-in share capital against dissenting votes for TL 23,283,645.99 paid-in share capital.
Each Member of the Board did not use their voting rights arising from the shares they own in their release, and they were released by majority of votes, as a result of affirmative votes for TL 1,184,751,403.87 paid-in share capital against dissenting votes for TL 1,222,201.54 paid-in share capital.
Profit Distribution Policy is approved and accepted by a majority vote as a result of affirmative votes for TL 1,164,626,786.23 paid-in share capital against dissenting votes for TL 22,584,750.54 paid-in share capital.
With the assessment of the enclosed dividend distribution table based on the financial statements for the accounting period January 1 - December 31, 2024, in compliance with the TAS/TFRS and statutory results, prepared by Turkish Petroleum Refineries Corporation, and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi and results based on Tax Procedure Law (TPL), Board of Directors' proposal for profit distribution is explained as below:
Realizing a net profit of TL 18,315,157,000 for the company according to the financial statements prepared in compliance with TAS/TFRS and considering the Principle Decision of the CMB dated 28.12.2023 regarding the application of inflation accounting, while a net profit of TL 16,398,289,585.91 for the accounting year according to the Tax Procedure Law records;
a) Pursuant to Article 519 of the Turkish Commercial Code, 5% Legal Reserve that needs to be set aside is not reserved since as of December 31st, 2024, capital reserve already exceeds 20% of company's equity as per TPL records;
Net profit according to the financial statements prepared in compliance with TAS/TFRS in the amount of TL 18,315,157,000 increases to TL 18,893,958,000 of first assessment base for dividend when donations of TL 578,801,000 are added.
b) In accordance with Capital Market Board Regulations, 18th Article of Company's Articles of Association and Company's Dividend Distribution Policy approved by shareholders at the General Assembly Meeting dated March 31, 2014; considering market expectations, Company's long-term strategies, investment and financing policies, profitability and cash position, the following profit distribution is to be proposed as;
TL 29,300,000,000 to be distributed as dividend to shareholders.
TL 2,920,366,022.01 to be put aside as general legal reserve,
c) The dividend amount of TL 29,300,000,000.00 to be fully paid in cash,
d) The above-mentioned dividend distribution proposal is approved by the General Assembly; according to the records prepared in accordance with VUK, the total dividend of 29,300,000,000.00 TL to be paid to shareholders will be covered as follows: 14,883,821,633.17 TL from current year earnings, 7,934,785,911.88 TL from previous year earnings, 591,528,189.00 TL from extraordinary reserves, and 5,889,864,265.95 TL from unrestricted distributable general legal reserves. Additionally, 1,478,748,185.33 TL from current year earnings, 793,478,591.19 TL from previous year earnings, 59,152,818.90 TL from extraordinary reserves, and 588,986,426.59 TL from unrestricted distributable general legal reserves will be allocated as general legal reserves, totaling 2,920,366,022.01 TL. Also, according to the financial statements prepared in accordance with TFRS under CMB regulations, the total dividend of 29,300,000,000.00 TL to be paid to shareholders will be covered as follows: 16,658,900,889.08 TL from current year earnings, 6,751,234,844.97 TL from previous year earnings, and 5,889,864,265.95 TL from unrestricted distributable general legal reserves. Additionally, 1,656,256,110.92 TL from current year earnings, 675,123,484.50 TL from previous year earnings, and 588,986,426.59 TL from unrestricted distributable general legal reserves will be allocated as general legal reserves, totaling 2,920,366,022.01 TL.
e) After distribution of dividend, the remaining amount according to VUK records to be transferred to the extraordinary reserves account,
f) The payment of the dividend in two installments, with the payment date for the first installment of TL 15,000,000,000.00, which is 51.19% of the total TL 29,300,000,000.00 decided to be distributed, is determined as March 28, 2025, and for the second installment of TL 14,300,000,000.00, which is 48.81%, is determined as September 30, 2025,
g) To our partners with fully taxed institutions and narrow taxpayer institutions that earn dividends through a workplace or permanent representative in Turkey; For a share with a nominal value of TL 1.00, a gross cash dividend of TL 7.7849461 at a rate of 778.49461% in the 1st instalment and TL 7.7849461; to our other shareholders at a rate of 778.49461% for shares with a nominal value of TL 1.00 and a gross amount of TL 7.7849461; 661.72041% and 6.6172041 TL net cash dividend payment, and for the 2nd instalment, 742.16486% and 7.4216486 TL gross = net cash dividend; to our other shareholders at a rate of 742.16486% for shares with a nominal value of TL 1.00 and a gross amount of TL 7.4216486; Payment of a net cash dividend of 630.84013% and TL 6.3084013; thus, to our partners with fully taxed institutions and narrow taxpayer institutions that receive dividends through a workplace or permanent representative in Turkey; A total of 1,520.65948% and a total gross = net cash dividend of TL 15.2065948 for a share with a nominal value of TL 1.00; to our other shareholders at a total rate of 1,520.65948% for shares with a nominal value of TL 1.00 and a total gross of TL 15.2065948; It has decided to pay a net cash dividend of 1.292.56055% and a total of TL 12.9256055.
Additionally, the General Assembly was informed that, according to the principle decision of the Capital Markets Board dated March 7, 2024, there was no net loss from previous years as a result of inflation adjustment based on the financial statements prepared according to the Tax Procedure Law; therefore, there is no situation requiring offsetting.
Following that, a proposal was submitted by Mr. Mustafa Can Kaya, a shareholder who attended the meeting electronically, regarding the distribution of dividend in a single lump sum payment was read and recorded as an agenda item in the system.
Both proposals were submitted for voting separately. Dividend distribution proposal of Mr. Mustafa Can Kaya was rejected on the basis of dissenting votes representing TL 1,025,724,128.43 against affirmative votes representing TL 161,475,008.34. After that, the dividend distribution proposal was submitted to shareholders' approval and are approved and accepted by a majority vote as a result of affirmative votes for TL 1,186,602,926.63 paid-in share capital against dissenting votes for TL 596,210.14 paid-in share capital.
The opposition commentary sent by shareholder Mr. Gürsoy Hafızoğlu, who attended the General Assembly electronically, regarding the agenda item was read during the meeting and added to the meeting minutes.
The amendment of Article 6 titled 'Capital' of the Company's Articles of Association is approved and accepted by a majority vote as a result of affirmative votes for TL 1,029,003,926.39 paid-in share capital against dissenting votes for TL 158,195,210.38 paid-in share capital.
and the independent members of the Board of Directors as;
Ms. Şadan Kaptanoğlu Dikici,
Ms. Mine Yıldız Günay,
Mr. Mehmet Cem Kozlu
Mr. Zekeriya Kaya representing the Privatization Administration and a member according to the reference to the notice, dated 14 March 2025 from Privatization Administration of Turkey
have been elected as Board Members to be elected for a period of 1 year until the General Assembly, where the accounts of 2025 will be discussed.
The election has been approved by a majority vote as a result of affirmative votes for TL 1,043,862,770.39 paid-in share capital against dissenting votes for TL 143,336,366.38 paid-in share capital.
It has been informed that the resume of the Board Members have been announced to the public 3 weeks prior to the General Assembly meeting at the Public Disclosure Platform, the Central Registry Electronics General Assembly System's organization, the company's corporate web address at www.tupras.com.tr, and printed in 2024 Integrated Annual Report. With the decision of the Capital Markets Board, it was informed that "it was decided not to express any negative opinions" about Şadan Kaptanoğlu Dikici, Mine Yıldız Günay and Mehmet Cem Kozlu.
It is stated that "Remuneration Policy for the Members of the Board of Directors and for Executive Management" was accepted and presented to the shareholders and approved at Ordinary General Assembly Meeting dated 01.04.2024 have been disclosed to shareholders and made public before 3 weeks of the General Assembly Meeting (through the Public Disclosure Platform, company's web site www.tupras.com.tr, the Electronic General Assembly System of Central Registry Agency and 2024 Integrated Annual Report booklets), and in this context, as mentioned in footnote no. 29 of our Financial Reports, total sum of benefits provided to executive management, consisting of the members of the Board of Directors and senior executive managers is TL 782,624 thousand according to purchasing power on December 31, 2024. (TL 759,098 thousand according to historical costs). These statements are accepted and approved by a majority vote as a result of affirmative votes for TL 1,185,069,165.18 paid-in share capital against dissenting votes for TL 2,129,971.59 paid-in share capital.
Additionally, in line with the Capital Markets Board's Communique on Corporate Governance, the General Assembly has been informed about the fact that some of shareholders having managerial control, board members, executive managers and up to the second degree blood or affinity relatives are the board members of some of other Koç Group companies including the ones that engage in similar business activities of our company; the Assembly has also been informed that no transactions have been carried out that should be disclosed in the year 2024 within the context of the 1.3.6th article of Corporate Governance Communique.
Our shareholders were also informed that this article would not be voted on, as it is included in the agenda only for information purposes.
The questions of the shareholder who attended the meeting electronically were answered.
The questions of the investors physically and electronically attending the meeting were answered by the General Manager and the Chairman of the Meeting. Representative of the Ministry, Mr. Veysi Uzunkaya asked whether there was 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 4 copies and is read and signed at the meeting place following the end of meeting.
27 March 2025
Ministry Representative Chairman Veysi UzunkayaYağız Eyüboğlu
Vote Collector Secretary İbrahim Yelmenoğlu Doğan Korkmaz
Our Company distributes dividends in accordance with the provisions of the Turkish Commercial Code, Capital Markets Regulations, Tax Regulations and other related regulations and the article of our Company's Articles of Association regarding dividend distribution.
In the dividend distribution, in compliance with the Corporate Governance Principles, a balanced and consistent policy is pursued between the shareholders and the Company benefits. In principle, as long as the relevant regulations, investment needs and financial situation allow, 80% of the Company's net distributable profit for the period, calculated in accordance with the Capital Markets Regulations, taking into consideration the market expectations, long term company strategies, investment and financing policies, profitability and cash position, is distributed in cash 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. The General Assembly or, if authorised, the Board of Directors may decide to distribute dividends in instalments in accordance with Capital Market Regulations.
There is no privilege in dividend distribution. Dividends are distributed equally to all existing shares as of the distribution date, regardless of their issue and acquisition dates.
It is aimed to distribute dividends within one month at the latest following the General Assembly meeting, and the General Assembly decides on the date of dividend distribution. According to the Company's Articles of Association, the Board of Directors may distribute advance dividend provided that it is authorised by the General Assembly and complies with Capital Market Regulations. Dividend policy and the annual profit distribution proposal are included to the Annual Report and submitted to the approval of the shareholders at the General Assembly.
| TURRISH PETROLEUM REFINERIES CORPORATION DIVIDEND DISTRIBUTION TABLE (TL) | |||
|---|---|---|---|
| 1. Paid in Capital/Issued Capital | 1,926,795,598.00 | ||
| 2. Total Legal Reserves (According to Statutory Income Statements) | 7,492,332,331.54 | ||
| Information on privileges in profit distribution if any in the Articles of Association | |||
| According to CMB | According to Statutory Records | ||
| 3. Current period profit / loss (=) | 31,745,504,000.00 | 18,727,484,717.45 | |
| 4. | Taxes payable ( - ) | 12,711,864,000.00 | 2,329,195,131.54 |
| 5. | Net profit ( = ) | 18,315,157,000.00 | 16,398,289,585.91 |
| 6. | Previous years losses ( - ) | ||
| 7. General Legal reserves ( - ) | |||
| 8. DISTRIBUTABLE NET PROFIT FOR THE PERIOD (=) | 18,315,157,000.00 | 16,398,289,585.91 | |
| 9. Donations made during the year ( + ) | 578,801,000.00 | ||
| 10. Net Distributable Profit added donations | 18,893,958,000.00 | 16,398,289,585.91 | |
| First dividend to Shareholders | |||
| Cash | 16,658,900,889.08 | 96,339,779.90 | |
| 11. | Bonus | ||
| Total | 16,658,900,889.08 | 96,339,779.90 | |
| 12. Dividend to privileged shareholders | |||
| 13. Distributed other dividend | 0.00 | 0.00 | |
| - Dividend to the Board Members | |||
| - Dividend to the Employees | |||
| - Other | |||
| 14. Dividend to redeemed shareholders | |||
| 15. Secondary dividends to shareholders | 14,787,481,853.27 | ||
| 16. General legal reserves | 1,656,256,110.92 | 1,478,748,185.33 | |
| 17. | Statutory reserves | ||
| 18. | Special reserves | ||
| 19. EXTRAORDINARY RESERVES | 0.00 | 35,719,767.41 | |
| Other Resources to be ditributed | 12,641,099,110.92 | 14,416,178,366.83 | |
| - Previous years profit | 6,751,234,844.97 | 7,934,785,911.88 | |
| 20. - Extraordinary reserves | 591,528,189.00 | ||
| - Other distributable reserves as per the law and the Articles of Association |
5,889,864,265.95 | 5,889,864,265,95 | |
| Allocated Legal Reserves to be distributed from other | |||
| sources | 1,264,109,911.09 | 1,441,617,836.68 | |
| - Reserve Fund to be Separated from Previous Year's Profit | 675,123,484.50 | 793,478,591.19 | |
| 21. | - Reserve Fund to be Allocated from Extraordinary Reserves | 59,152,818.90 | |
| - Reserve Fund to be Separated from Other Distributable | |||
| Reserves in Accordance with the Law and Articles of Association | 588,986,426.59 | 588,986,426.59 |
| DIVIDEND RATIO TABLE | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| GROUP | TOTAL AMOUNT OF DIVIDEND DISTRIBUTED | TOTAL DISTRIBUTED DIVIDEND/NET DISTRIBUTED PROFIT |
DIVIDEND PER SHARE WITH NOMINAL VALUE OF TL 1 |
||||||
| AMOUNT (TL) | BONUS (TL) | RATIO (% ) | AMOUNT (TL) | RATIO (% ) | |||||
| JET | A | 27,283,217,820.73 | 148.97 | 12 9256055 | 1.292.56055 | ||||
| C | 0.73 | 0.00 | 12.9256055 | 1,292.56055 | |||||
| TO TAL | 27,283,217,821.46 | 0.00 | 148 97 | ||||||
| (") With this caculation of dividend distribution, 54.11% shares and are not public) traded, are not subjet to withoding tax, whist 0.2% shares of individual shares hat are not publicy raded are subject to a 15% withodding tax on the assumpion that the beneficial |
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and English versions of this disclosure statement, the Turkish version shall prevail.
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