Aygaz : Interim Report for the period of 01.01.2021-31.03.2021

AYGAZ A.Ş.

1 January - 31 March 2021

INTERIM REPORT

Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.

AYGAZ A.Ş. 1 January - 31 March 2021 INTERIM REPORT

BUSINESS AREA

The main activity of the Company is purchasing liquefied petroleum gas (LPG) from domestic refineries and overseas market, stocking, filling and delivery to retailers for distribution to customers as cylinder, autogas and bulk gas. Aygaz has a facility that produces cylinders, valves, small bulk gas tanks, pressure regulators and similar items besides five marine terminals, six filling plants and seven distribution centers operated by the most modern technology which comply with international standards. As of the end of March 2021, Aygaz Group serve to customers with 2,290 cylinder dealers and 1,737 autogas stations.

Production and distribution of LPG equipments are also included in the activities as well as manufacture, purchase, sales and after sales of LPG cylinders, LPG tanks, LPG stoves and other supplementary materials which support the Company's main business and which are necessary equipment for the end-user.

The company is registered to Istanbul Trade Registry with number 80651 (Mersis No: 0-1190-0510-2700141) and contact information of its headquarters and branches appear on its website, www.aygaz.com.tr.

CAPITAL AND SHAREHOLDING STRUCTURE

The issued capital of our company is 300.000.000 TL and the recent increase transaction was registered with the Capital Markets Board's decision dated June 6, 2008 and was published in the Turkish Trade Registry Gazette on June 23, 2008.

Company's
Issued capital	:	300,000,000.00 TL
Upper limit of registered capital	:	500,000,000.00 TL
The shareholding structure
as of March 31, 2021		TL	%
Koç Holding A.Ş.		122,053,514.26	40.68
Temel Ticaret ve Yatırım A.Ş.		17,324,090.53	5.77
Koç Family		14,264,964.78	4.76
Liquid Petroleum Gas Dev. Co.		73,545,660.24	24.52
Free Float*		72,811,770.18	24.27
Total		300,000,000.00	100.00

• The free floating shares in the amount of TL 2,725,041.31 (ratio to capital 0.91%) belong to Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., of which LPGDC is a 100% shareholder.

BOARD OF DIRECTORS

Division of duties among the Board of Directors which are elected in the Ordinary General Assembly dated March 31, 2021 are determined by the Board Resolution dated April 1, 2021 as below;

Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.

AYGAZ A.Ş. 1 January - 31 March 2021 INTERIM REPORT

Board of Directors
Rahmi M.Koç	Chairman of the Board of Directors
Ömer M. Koç	Deputy Chairman of the Board of Directors
Alexandre F.J. Picciotto	Member
Dr. Bülent Bulgurlu	Member
Levent Çakıroğlu	Member
Yağız Eyüboğlu	Member
Kutsan Çelebican	Independent Member
Kemal Ege Cansen	Independent Member
Dr. Şadan Kaptanoğlu Dikici	Independent Member
Executive Committee
Rahmi M.Koç	Chairman
Ömer M. Koç	Member
Ali Y. Koç	Member
Alexandre F.J. Picciotto	Member
Caroline N. Koç	Member
Audit Committee
Kutsan Çelebican	Chairman
Dr. Şadan Kaptanoğlu Dikici	Member
Corporate Governance Committee
Kutsan Çelebican	Chairman
Yağız Eyüboğlu	Member
Gökhan Dizemen	Member
Risk Management Committee
Dr. Şadan Kaptanoğlu Dikici	Chairman
Dr. Bülent Bulgurlu	Member

EXECUTIVE MANAGEMENT

Gökhan Tezel	General Manager
Gökhan Dizemen	Assistant General Manager (Finance)
Ayşe Abamor Bilgin	Assistant General Manager (Technical Affairs and Investments)
Fikret Coşar	Assistant General Manager (Sales)
Rıdvan Uçar	Assistant General Manager (Marketing and Innovation)
Nurettin Demirtaş	Director (Affiliates and Accounting)
Şenol Zafer Polat	Director (Cylinder Gas Sales)
Hakan Öntürk	Director (Autogas Sales)
Elifcan Yazgan	Director (Supply Chain)

Detailed profiles of the Board of Directors and Executive Managers and the principles of the Committees which are established by the Board of Directors are available at the website of Aygaz. (www.aygaz.com.tr)

Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.

AYGAZ A.Ş. 1 January - 31 March 2021 INTERIM REPORT

SUBSIDIARIES and AFFILIATES

The details of the subsidiaries and affiliates included in the consolidation are as below:

		Place of
		incorporation
	Subsidiaries	and Operation	Principal Activity
	Anadoluhisarı Tankercilik A.Ş.	Turkey	Shipping
	Kandilli Tankercilik A.Ş.	Turkey	Shipping
	Kuleli Tankercilik A.Ş.	Turkey	Shipping
	Kuzguncuk Tankercilik A.Ş.	Turkey	Shipping
	Akpa Day. Tük. Lpg ve Akar. Ürün. Paz. A.Ş.	Turkey	Marketing
	Aygaz Doğal Gaz Toptan Satış A.Ş.	Turkey	Natural gas
	Aygaz Doğal Gaz İletim A.Ş.	Turkey	Natural gas
	Aygaz Aykargo Dağıtım Hizmetleri A.Ş.	Turkey	Cargo Transport/Distribution
	Bal Kaynak Su İthalat İhracat Sanayi ve Ticaret A.Ş Turkey	Water distribution
		Place of
		incorporation	Principal
	Investments in associates and Joint ventures	and Operation	Activity
	Enerji Yatırımları A.Ş.	Turkey	Energy
	Entek Elektrik Üretimi A.Ş.	Turkey	Electricity
	Opet Aygaz Gayrimenkul A.Ş.	Turkey	Real Estate
			LPG supply,
			filling and
	United LPG Ltd. (*)	Bangladesh	distribution
		Place of
		incorporation	Principal
	Financial Assets	and Operation	Activity
	Koç Finansal Hizmetler A.Ş.	Turkey	Finance
	Ram Dış Ticaret A.Ş.	Turkey	Trade
	Tanı Pazarlama ve İletişim Hizmetleri A.Ş.	Turkey	Marketing
	Tat Gıda Sanayi A.Ş.	Turkey	Food

1. It is resolved to name the Joint Venture Company as United Aygaz LPG Ltd. with the protocol signed on January 20, 2021. The title change will be realized following the completion of the necessary final permit from the related Ministry.

In July 2010, the Company has restructured its shipping operations under new legal entities, and established Anadoluhisarı Tankercilik A.Ş., Kandilli Tankercilik A.Ş., Kuleli Tankercilik A.Ş. and Kuzguncuk Tankercilik A.Ş. with an effective ownership interest of 100%. The main activities of these companies are to purchase, build or rent vessels and to operate them in domestic and/or overseas transportation of crude oil, petroleum products, liquid petroleum gas, natural gas and solid, liquid and liquefied products. The vessel named "Kuleli", included in Company assets and used in liquid petroleum gas transportation, is sold in cash on October 13, 2017. Kuleli Tankercilik A.Ş has purchased 100% shares of Bal Kaynak Su İthalat İhracat Sanayi ve Ticaret A.Ş. on March 14, 2019. Expansion of water distribution business and sustainable production is aimed through this acquisition.

Akpa Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş ("Akpa") reached to its current structure with the merger of four subsidiaries of Koç Holding Energy Group at the end of 2001. Before the merger, four companies were operating separately from each

Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.

AYGAZ A.Ş. 1 January - 31 March 2021 INTERIM REPORT

other in Bursa, Eskişehir, Ankara and Antalya. At the time of merger, the company name was Bursa Gaz ve Ticaret A.Ş, later it was changed to "Akpa Dayanıklı Tüketim Lpg ve Akaryakıt Ürünleri Pazarlama Anonim Şirketi" with the decision of Ordinary General Meeting held on March 17, 2005. Akpa is mainly engaged in sales of cylinders and carboy water through dealers, retail and wholesale of LPG, fuel and lubricants through autogas stations. It is resolved to reduce its share capital by TL 5.700 thousand from TL 10.700 thousand to TL 5.000 thousand, in its Extraordinary General Meeting held on August 6, 2020 with the aim of using the reduced amount more efficiently by the shareholder Aygaz.

Main activity of Aygaz Doğal Gaz Toptan Satış A.Ş. and Aygaz Doğal Gaz İletim A.Ş. (together "Aygaz Doğal Gaz") is to purchase natural gas from domestic and/or overseas suppliers, selling natural gas to domestic and/or overseas customers and make related arrangements for the modulation, storing of natural gas and building necessary facilities. Aygaz finalized the share and takeover transactions of the non-controlling shares which is equivalent to the 0.85% of total shares of Aygaz Doğal Gaz Toptan Satış A.Ş and the shares which is equivalent to the 0.41% of total shares of Aygaz Doğal Gaz İletim A.Ş on January 25, 2017 and increased its share of capital to 100% in the subsidiaries.

ADG Enerji Yatırımları A.Ş. ("ADG Enerji") whose main area of activity was natural gas until the Extraordinary General Meeting held on August 6, 2020 by which it is resolved to change the title and the main area of activity of the company. While the new title of ADG Enerji is changed to Aygaz Aykargo Dağıtım Hizmetleri Anonim Şirketi, its main area of activity is also updated with the purpose to take part in cargo distribution sector that grows in line with developments in e-commerce and economy. Within this framework, it was decided to develop the activities within the scope of Aykargo Cargo Distribution Project, which started as an in-house entrepreneurship project, by using Aygaz A.Ş.'s existing dealer network and home delivery experience, through Aygaz Aykargo Dağıtım Hizmetleri Anonim Şirketi that will operate exclusively in this field. At the Ordinary General Assembly of Aykargo that was realized on February 19, 2021 it was resolved to increase Aykargo's capital from TL 500,000 to TL 35,500,000 and the total of TL 35,000,000 was paid by the Company as the sole shareholder on April 6, 2021.

In December 2005, Enerji Yatırımları A.Ş. (EYAŞ) was established to acquire 51% block shares of Türkiye Petrol Rafinerileri A.Ş. ("TÜPRAŞ"), to participate in Tüpraş's management and its operational decisions as well as to establish and operate in oil refinery related sectors in Turkey. On December 20, 2018, at the extraordinary general assembly meeting of EYAŞ, it is resolved to decrease the company's capital of TRL 3.347.000 thousand by TL 1.000.000 thousand down to TL 2.347.000 thousand. Our Company's portion of TL 200.000 thousand is paid in cash on March 28, 2019.

The electricity producer company Entek Elektrik Üretimi A.Ş. ("Entek"), owned 49.62% by our main shareholder Koç Holding A.Ş. and 49.62% by our Company, operates one natural gas cycling plant with capacity of 112 MW in Kocaeli and eight hydroelectric power plants in Kahramanmaraş, Karaman, Samsun and Mersin with capacity of 265 MW in total reaching aggregate capacity of 377 MW. In September 2017, Entek submitted the highest bid to the Privatization Administration and was granted operating rights of the 178 MW Menzelet and Kılavuzlu HEPPs for 49 years. Following the bid process, the necessary approvals were obtained, and Menzelet and Kılavuzlu HEPPs were taken over by Menzelet Kılavuzlu Elektrik Üretimi A.Ş., wholly owned by Entek, and put into operation on March 9, 2018. Entek and STEAG GmbH has signed a share purchase and sale agreement for the acquisition of 100% shares of STEAG Rüzgar Süloğlu Enerji Üretim ve Ticaret A.Ş. and STEAG Turkey Enerji Yatırımları ve Hizmetleri A.Ş. The closing of the share trading transaction will take place after the final approval and acquisition of permissions required. Within the scope of the agreement mentioned above, it is aimed that Entek will have a total installed capacity of 437 MW through the acquisition of share

Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.