Turkiye Petrol Rafinerileri A S : Minutes of AGM

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The 2015 General Meeting of Shareholders of Tupras was held on 04 April 2016 at 10:00 am, at the address of Tupras Headquarters at Körfez /KOCAELİ, under the supervision of the Ministry's Commissary Veysi Uzunkaya, assigned by order of the Ministry of Customs and Trade of The Turkish Republic, Directorate of Kocaeli Province, dated on 01.04.2016 and numbered 15003300.

The invitation for the meeting has been made in accordance with the Law and the Articles of Association, as envisaged and comprising of the agenda and was published on 10 March 2016, in the Turkey Trade Registry Gazette number 90269 and on 10 March 2016 in the Turkey edition of the daily Hurriyet newspaper. Announcements were made 21 days prior to the General Assembly, on the internet address of the company at www.tupras.com.tr, via the Central Registry Agency (MKK) Inc. e-Manage Portal, Electronic General Assembly System and to the owners of bearer shares which are not traded on a stock exchange with registered mail from post office (PTT) in Körfez/Kocaeli.

Upon ascertaining from the list of attendants that out of 25,041,920,000 TL worth of shares each bearing a nominal value of Kr 1 (One Kr) amounting to the company's total capital of TL 250,419,200.00; Shareholders holding representing 2,236,250 units share corresponding to capital of TL 22,362.5 were present personally, Shareholders holding 19,524,436,342 shares representing a capital of TL 195,244,363.42 were present by proxies. Total of 19,526,672,592 shares corresponding to capital of TL 195,266,725.92 were represented at the meeting, thereby meeting the minimum quorum requirement as set in the legislation and the Articles of Association. It has been declared that 6.753.026.300 shares with nominal value 67.530.263 TL is represented by the Depositary of Representatives Company.

It is understood that the Company has taken the necessary measures regarding Electronic General Assembly as per Paragraph Five and Six of Turkish Commercial Code Article 1527. Mrs. Fettane Sayın, who holds a "Central Registration Agency Electronic General Assembly System Expert Certificate", has been appointed by the Assistant General Manager, Mr. Doğan Korkmaz to use the Electronic General Assembly System. The meeting has been opened both physically and electronically.

Mr. Doğan Korkmaz has provided information on the method of voting. As required by the Law and the Articles of Association, with the regulations on counting of electronic votes reserved, Shareholders present at the meeting were requested to vote by raising hand and those who vote negatively were requested to express their objections orally.

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

1. In accordance with the 1st item on the Agenda, the election of the Presidency Board was voted for the administration of the General Assembly. Mr. Doğan Korkmaz has read the proposal for the Meeting Chairman presented by the proxy of our shareholder Enerji Yatırımları A.Ş. The motion passed by unanimity of votes with 195,266,725.92TL in the affirmative. Mr. Erol Memioğlu was elected as the Chairman of the General Assembly of Shareholders.

   
   

   The Chairman of the meeting selected Mr. Yağız Eyüpoğlu and Mr. İbrahim Yelmenoğlu as vote collectors and appointed Mr. Doğan Korkmaz as record clerk.

   
   

   The Meeting Chairman declared that all other relevant documents to discuss the Agenda of the General Assembly are available at the meeting site.

   
   

   The Chairman of the meeting declared that himself and members of the Board; Mr. Mehmet Ömer Koç, Mr Levent Çakıroğlu, Mr. Temel Kamil Atay, Mr. Bülent Bulgurlu, Mr. Kutsan Çelebican, Mr. Ahmet Turul, Mr. Osman Mete Altan, Mr. Gökçe Bayındır along with Mr. Yağız Eyüpoğlu who is the new candidate for the Board, and Seda Akkuş Secer on behalf of the Independent Audit Company Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member firm of Ernst & Young Global Limited) were personally present in the meeting The Board members who were unable to attend the meeting had notified the reasons for non-attendance

   
   

2. In accordance with the 2nd item on the Agenda, it has been informed that the Annual report was published 21 days prior to the Annual General Meeting, and disclosed through the Public Disclosure Platform, The Central Registry Electronic Annual General Meeting system, on the company's website, www.tupras.com.tr. The Board of Directors' Report related to the activities in 2015, prepared by the Company's Board of Directors was read by the record clerk. The discussion for the Annual Reports was opened. The motion was approved by a majority vote with 195,156,277.92TL in in the affirmative and 110,448TL against votes.

   
   

3. In accordance with the 3rd item on the Agenda, the Meeting Chairman requested the Report Summary issued by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Ernst & Young Global Limited) with regard to 2015 accounting period to be read. Thereupon, the Independent Auditor Report Summary was read by Mr Doğan Korkmaz, the record clerk of the Council. As this agenda topic was not subject to voting, the General Assembly of Shareholders was only informed thereabouts.

   
   

4. In accordance with the 4th item on the Agenda, it has been informed that the consolidated financial statements was published 21 days prior to the Annual General Meeting, and disclosed through the Public Disclosure Platform, The Central Registry Electronic Annual General Meeting system, on the company's website, at www.tupras.com.tr. Mr Doğan Korkmaz, the record clerk of the Council read a summary of the Balance Sheet and Income Statement. At the end of the discussions held, the Financial Tables for 2015, was approved by a majority vote with 195,156,277.92 TL in the affirmative and 110,448 TL against votes.

   
   

5. The Chairman offered for the approval of the General Assembly for discharge of The Board Members in the transactions for the fiscal year of 2015. Each member of the Board of Directors did not vote for this item. As a result of the voting, the members of the Board have been discharged by a majority vote with 194,693,219.92 TL in the affirmative and 573,506 against votes.

   
   

6. The company's Board of Directors proposal for the distribution of profit for the year 2015, which has been announced 21 days before the General Meeting, to the shareholders through Public Disclosure Platform, the company's website at www.tupras.com.tr, the Central Registry Agency Electronic System of the General Assembly and printed Annual Report Booklet has been started to be discussed.

   
   

   According to the enclosed dividend distribution table in Appendix-1, which is the comparison between the financial statements for the accounting period 01.01.2015 and 31.12.2015, in compliance with the International Reporting Standards and statutory results, prepared by Turkish Petroleum Refineries Corporation, and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Ernst & Young Global Limited)

   
   

   As a result of the examination of these financial statements of Turkish Petroleum Refineries Corporation, legal records kept in accordance with Tax Procedure Law (TPL);

   
   

   According to the Capital Markets Law and Capital Markets Board Regulations, consolidated profit attributable to equity holders of the parent is in the amount of TL 2,550,168,000, and when donations to charitable organisations of 15,764,170.22 TL are added, the first assessment base for dividend is 2,565,932170,22 TL.

   
   

   According to the statutory records, with the deduction of TL 85,248,303.88 prior period losses from the profit of the current period year of TL 1,874,272,402.94, it was realized that TL 1,789,034,099.06 of net distributable profit exists from the current year and along with the other distributable reserves there is a total of TL 1,834,156,451.78 distributable profit.

   
   

   The 5% Legal Reserve to be set aside pursuant to Article 519 of the Turkish Commercial Code was not set aside in the current year, since as of December 31st 2015, capital reserves exceed 20% of equity.

   
   

   In accordance with the Capital Market Law, Capital Market Board Regulations, Company's Articles of Association and Dividend Distribution policy of our company, as per enclosed dividend distribution table, we propose the following profit distribution;

   
   

   1,627,724,800.00 - TL to be distributed as first dividend to shareholders 161,520,384.00 - TL to be put aside as II. Class Legal Reserve,

   
   

   If the above mentioned dividend distribution proposal is approved by the general assembly, on the basis of statutory accounts, the amount to be distributed is TL 1,627,724,800.00 as cash, of which TL 1,621,581,044.29 is from non-exceptional earnings of the current period and TL 6,143,755.71 is from other reserves. Secondary legal reserves with a value of 161,520,384.00 of which 160,906,008.43 will be funded from other current year earnings and TL 614,375.57 will be funded from other reserves. TL 6,547,046.34 of current period profit year will be added to the extraordinary reserves.

   
   

   On this basis, a cash dividend of gross=net 6.50 TL is to be paid for one nominal stock worth 1.00 TL at a rate of 650% to our legally obligated corporate taxpayer shareholders and limited corporate taxpayer shareholders earning dividends through a Turkey-based business or permanent representation office and other shareholders are going to be paid a gross rate of 650% and net rate of 552.50%, a cash dividend of gross TL 6.50 and net TL 5.5250 to be paid for one nominal stock worth 1.00 TL

   
   

   The dividend distribution is set to begin on Wednesday, April 6th, 2016

   
   

   The motion was accepted by a majority vote with 195,266,304.92 TL in the affirmative and 421 TL against votes.

   
   

7. According to permission of the reference to the notice, dated 28.03.2016 and numbered:3623 from Privatization Administration of The Turkish Republic and the reference to the notice, dated 29.03.2016 and numbered:3623 from The Directorate General of Domestic Trade of Ministry of Customs and Trade, the Company's Articles of Association has been revised in conformity with the received authorizations and attached to Annex-2. The motion for the changes of the Company's Articles of Association headed, "Purpose and The Field of Business of The Company" of Article 3, the "Capital" of Article 6, and "Assignment of Shares and Establishment of Usufruct on Shares" of Article 7, was accepted by a majority vote with 194,283,326.92TL in the affirmative and 983,399TL votes against.

   
   

8. In accordance with article 8 of Agenda, the meeting proceeded with the election of the Board Members. Mr. Doğan Korkmaz, the record clerk of the Council has read the proposal for the members of the Board of Directors presented by the proxy of our shareholder, Enerji Yatırımları A.Ş.It has been informed that

   MEETING MINUTES OF ORDINARY GENERAL ASSEMBLY HELD ON 04 APRIL 2016

   the resume of the Board Members have been announced to the public 21 days 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 2015 Annual Report and the resume of the new candidates for the Board;Mr Yağız Eyüpoğlu and Mr. Cengiz Yavilioğluhas been read

   The Ministry Commissar of Customs and Trade has seen the candidacy statements and assigns of those unable to participate the General Assembly. The number of Board Members were determined as 15 in total with 5 independent members, and The Board of Directors as Mustafa Rahmi Koç - TR ID Number 12001049568, Semahat Sevim Arsel - TR ID Number 29902866798, Mehmet Ömer Koç - TR ID Number 11992049892, Yıldırım Ali Koç - TR ID Number 11989049966, Levent Çakıroğlu - TR ID Number 27226347542, Temel Kamil Atay - TR ID Number 39163572826, Bülent Bulgurlu - TR ID Number 11899054074, Osman Turgay Durak - TR ID Number 13348799734, Erol Memioğlu - TR ID Number 11140152948, Yağız Eyüpoğlu - TR ID Number 56203424310, and The independent members of the Board of Directors as Ahmet Turul - TR ID Number 16757264626, Gökçe Bayındır - TR ID Number 20225232468, Kutsan Çelebican - TR ID Number 18194308166, Osman Mete Altan - TR ID Number 24754777698, Cengiz Yavilioğlu - TR ID Number 25639702408, (representing the Turkish Privatization Administration and an independent member) according to the reference to the notice, dated 08.03.2016 and number:1638 from Privatization Administration of The Turkish Republic) have been elected as Board Members to serve until the Ordinary General Assembly to be organised for the reviewing of the accounts of the year 2016. The motion was approved by a majority vote with 186,186,210.92 TL in the affirmative and 9,080,515 TL against votes.

   
   

9. It is stated that the Remuneration Policy for Members of Board of Directors and for Top Management prepared pursuant to the Corporate Governance Principles and under the Communiqué, Serial II, no. 17.1, of the Capital Markets Board is deemed to have been disclosed to shareholders and made public as published at the Public Disclosure Platform, at the Company's corporate website at www.tupras.com.tr, in the Electronic General Assembly System of Central Registry Agency Inc., and in 2015 printed Activity Report booklets before 21 days of the General Assembly Meeting, and that as mentioned in footnote no. 31 of our Financial Reports and in this context, the members of the Board of Directors and senior executive managers were provided for a total of TL 50,755 thousand. The motion was approved by a majority vote with 194,594,553.92 TL in the affirmative and 672,172 TL against votes.

   
   

10. Mr. Erol Memioğlu, representative of the company's shareholder Energy Investments Incorporation, announced a proposal for the determination of wages of The Members of the Board of Directors within the context of the Remuneration Policy for Members of Board of Directors and for Top Management. It was decided that an annual gross remuneration of TL 330.000 is to be paid, and payments to be made with equal instalments and commence the month following this General Assembly until the next General Assembly with the majority vote of 188,273,788.92 TL in the affirmative and 6,992,937 TL against votes.

    
    

11. Within the framework of the Turkish Commercial Code and the Capital Markets Board of Turkey, taking into consideration the recommendation of the Audit Committee of the Board of Directors, reference to the board resolution dated 01.03.2016 and numbered 6. Independent External Audit Corporation Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member firm of Ernst & Young Global Limited) has been elected as the independent audit company of our company for 2016 fiscal periods. The motion was approved by a majority vote with 189,071,396.92 TL in the affirmative and 6,195,329 TL against votes.

    
    

12. Information was given to the General Assembly regarding with Company's donations and grants policy for foundations and associations for social welfare purposes, prepared within the scope of Corporate