AYGAZ A.Ş.
INFORMATION DOCUMENT FOR THE ORDINARY GENERAL ASSEMBLY
MEETING TO BE HELD ON MARCH 27, 2025 TO REVIEW FINANCIAL
YEAR 2024
1. INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING, TO BE HELD ON MARCH 27, 2025
Aygaz A.Ş.'s Ordinary General Assembly Meeting shall be convened on 27 March 2025 Thursday at 15:00 (12:00 GMT) at the address of Büyükdere Caddesi, No: 145/1 Zincirlikuyu, İstanbul / Şişli (Tel: +90 212 354 1515, Faks: +90 212 288 31 51). At the meeting, the activities of the Company for the fiscal year 2024 will be reviewed, the following agenda will be discussed, and a resolution regarding the agenda will be reached.
In accordance with the legal requirements, 2024 Financial Statements, the Independent Auditor Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.'s Report, draft amendment to articles of association and the Board of Directors' Annual Report, including the Corporate Governance and Sustainability Principles Compliance Report, and the dividend distribution proposal of the Board of Directors, along with the following agenda and the Memorandum containing the information required by Capital Markets Board regulations shall be made available to the shareholders at Company Headquarters, on the Company's corporate website at www.aygaz.com.tr, on the Public Disclosure Platform, and in the Electronic General Meeting System of the Central Registry Agency three weeks prior to the meeting.
Shareholders who are unable to attend the meeting in person, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, shall prepare their proxy documents as per the attached sample forms, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from the corporate website at www.aygaz.com.trand shall submit to the Company in accordance with the requirements of the Declaration No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the aforementioned Declaration, and the sample form attached hereto shall not be accepted, given our legal liability.
Shareholders who intend to vote via the Electronic General Meeting System are requested to obtain information from the Central Registry Agency, our Company's website at www.aygaz.com.tror from the Company Headquarters (Tel: +90 212 354 15 15) to ensure that they comply with the provisions of the related communique and by-laws.
Pursuant to Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly Meeting do not need to block their shares.
In accordance with the Personal Data Protection Law numbered 6698, please see Personal Data Protection
and Processing Policy of Aygaz A.Ş., which is available to the public on Company's website at
www.aygaz.com.tr, for further information about your personal data processed by our Company.
At the Ordinary General Assembly Meeting, the voters shall use an open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.
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All the holders of relevant rights, stakeholders and the media are invited to our General Assembly Meeting.
Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the Stock Exchange will not receive a separate registered invitation letter for the meeting.
It is submitted to the shareholders with due respect.
AYGAZ A.Ş. BOARD OF DIRECTORS
Company Address: Büyükdere Caddesi, No: 145/1 Zincirlikuyu, İstanbul / Şişli
Trade Registry and Number: İstanbul/80651
Mersis Number: 0119005102700141
2. ADDITIONAL EXPLANATIONS IN VIEW OF CMB REGULATIONS
The additional explanations required pursuant to Capital Markets Board (CMB) Corporate Governance Declaration No. II-17.1, are made in the related articles of the agenda below. Other mandatory general explanations are provided in this section.
2.1. Capital Structure and Voting Rights
As of the date of the publication of this Information Document, information concerning the total number of shares and voting rights, and if there are privileged shares in the share capital, the number of shares and voting right representing each privileged share, and the type of privilege, is provided below:
Issued capital of the Company is TL 219,800,767, all of which has been pledged and paid in full. Issued capital is divided into 21,980,076,700 registered shares at 1 Kr nominal value per share. There are no privileged shares in the Company's capital.
Name and Title of the Person or | Share Amount | Share Stake | Suffrage | |
Stake | ||||
Company | (TL) | (%) | Suffrage | |
(%) | ||||
Koç | 112,569,173.27 | 51.21 | 11,256,917,327 | 51.21 |
Group | ||||
Koç Holding A.Ş. | 89,424,844.65 | 40.68 | 8,942,484,465 | 40.68 |
Temel Ticaret ve Yatırım A.Ş.* | 12,692,827.96 | 5.77 | 1,269,282,796 | 5.77 |
Koç Family | 10,451,500.67 | 4.76 | 1,045,150,067 | 4.76 |
Other | 107,231,593.73 | 48.79 | 10,723,159,373 | 48.79 |
Liquid Petroleum Gas Development | 53,884,641.77 | 24.52 | 5,388,464,177 | 24.52 |
Company (LPGDC) | ||||
Publicly Owned** | 53,346,951.96 | 24.27 | 5,334,695,196 | 24.27 |
Total | 219,800,767.00 | 100.00 | 21,980,076,700 | 100.00 |
*The majority of Temel Ticaret ve Yatırım A.Ş. shares are owned by the members of Koç Family. Members of Koç Family: Rahmi M. Koç, Semahat S. Arsel, , M. Ömer Koç, Ali Y. Koç, İpek Kıraç, Caroline N. Koç, Esra Koç ve Aylin Koç
**The share at the amount of 1,996,553.90 TL (capital ratio 0.91%) included in the publicly traded section is owned by Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., 100% owned by LPGDC.
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2.2. Managerial and Operational Changes in Our Company or our Subsidiaries' which may
Significantly Affect the Activities of our Company.
Information on the changes in the management and activities of our Company and its subsidiaries that have taken place in the previous accounting period or planned in the future accounting periods, which may significantly affect the activities, and the reasons for these changes are presented below:
Except for the transaction, there are no changes in the management and operations of our Company and its subsidiaries, which were realized in the previous accounting period or planned for future accounting periods, which would significantly affect the activities of our Company.
Material event disclosures made by our Company in line with the related legislation and financial tables containing the financial results of our Company and our subsidiaries can be reached from http://www.kap.gov.tr/and https://aygaz.com.tr/en/investor-relations/material-disclosuresaddresses.
2.3. Information regarding demands of shareholders for placing an article on the agenda.
No request has been submitted in writing to the Aygaz Investment Relations Department concerning the demand of shareholders to have an article placed on the agenda of the general assembly where 2024 operations will be discussed.
3. STATEMENTS ABOUT THE ARTICLES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING ON MARCH 27, 2025
1. Opening and election of the Chairman of the Meeting,
Within the framework of the provisions of "Turkish Commercial Code (TCC) no. 6102" and "the Regulation of the Ministry of Customs and Commerce regarding Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Commerce to be Present in these Meetings" ("Regulation" or "General Assembly Regulation"), and General Assembly Principles Article 7, a Chairman shall be elected to chair the General Assembly meeting. Within the framework of the General Assembly Principles, at least one person will be appointed as Secretary. The Chairman may also appoint adequate number of vote-collectors.
2. Reading, discussing and approving the 2024 Annual Report prepared by the Board of Directors,
Within the framework of the TCC, the Regulation and the Capital Markets Law and related regulations, information shall be given on the 2024 Annual Report, which has been announced at the Headquarters and branches of our Company, on the Electronic General Assembly portal of the Central Registry Agency (CRA), on the Public Disclosure Platform (PDP) and on the corporate website of the Company at www.aygaz.com.trfor review of our shareholders three weeks before the General Assembly meeting and it shall be presented for perusal and approval of our shareholders.
3. Reading the summary of Independent Audit Report Summary for 2024 accounting period,
A summary of the Independent Auditor's Report, which is prepared according to the TCC and CMB regulations and posted three weeks prior to the General Assembly meeting at Company Headquarters, the Electronic General Assembly Portal of the CRA, on the PDP and on the corporate website of the Company at www.aygaz.com.tr, will be read aloud.
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4. Reading, discussing and approving of the Financial Statements related to 2024 accounting period,
Information about our financial statements and legal statutory accounts, which, pursuant to the TCC, bylaws and Capital Markets Law are posted three weeks prior to the General Assembly meeting at our Company Headquarters and branches, on the Electronic General Assembly Portal of the CRA, on the PDP and on the corporate website of the Company at www.aygaz.com.trfor review of our shareholders, shall be provided to our shareholders for their evaluation and approval.
5. Acquitting of each member of the Board of Directors in relation to the activities of Company in 2024,
Pursuant to the TCC and Bylaws, the release of our Board of Directors members for the activities, transactions and accounts for the year 2024 shall be submitted to the General Assembly for its approval.
6. Discussing and approving of the amendment to be made to the Company's "Dividend Distribution Policy" for the year 2025 and the following years in accordance with the Capital
Markets Board regulations,
The amendment to the Company's Dividend Distribution Policy in Appendix/1, will be submitted to the approval of the General Assembly and has been announced at the Company's headquarters, branches, at the Electronic General Assembly system of the Central Registry Agency and the investor relations section of the corporate website at www.aygaz.com.tr three weeks before the meeting. The proposed amendment to the Dividend Distribution Policy and the justification for the amendment were approved by the Board of Directors at its meeting dated 03.03.2025 and numbered 2025-08 and disclosed to the public on the same date via Public Disclosure Platform.
7. Acceptance, acceptance after amendment or refusal of the proposal of the Board of Directors in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2024 and the date of the distribution of profits,
According to our financial statements, prepared by our Company within the framework of the Turkish Commercial Code and Capital Markets Law and related regulations in compliance with Turkish Financial Reporting Standards and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. covering the accounting period between 01.01.2024 - 31.12.2024; consolidated profit attributable to equity holders of the parent in the amount of TL 2.122.621.000 has been obtained. The dividend payment proposal drawn up in accordance with the Dividend Distribution Table format provided in the Dividend Declaration numbered II-19.1 and the Dividend Manual announced in accordance with the said Declaration, and taking into account the Company's Dividend Distribution Policy, long-term strategy, investment and financing policies, profitability and liquidity, is provided in Appendix 2.
8. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Trade; acceptance, acceptance with amendments or rejection of the proposal of the Board of Directors on the amendment of the Article 6 titled "Capital" of the company's Articles of Association, for the purpose of increasing the registered capital ceiling and extending its validity period,
In accordance with the Board of Directors' resolution dated 04.02.2025 and numbered 2025-04, the amendment proposals to the Articles of Association in Appendix/3 together with the relevant Board of Directors' resolution will be submitted to the approval of the General Assembly in order to increase the registered capital ceiling amount to TL 1,000,000,000 and to extend the validity
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period of the registered capital ceiling to cover the years 2025-2029. Approvals dated 10.02.2025 from the CMB and 21.02.2025 from the Ministry of Trade have been obtained for the said proposed amendments to the articles of association.
9. Determining the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors,
The number of members on the Board of Directors and their terms of office shall be designated in accordance with CMB regulations, TCC and Bylaws and the principles governing the selection of Members of the Board of Directors in the Articles of Association. New members to replace Board members whose terms of office have expired accordingly shall be elected. In addition, Independent Members of the Board of Directors shall be elected in compliance with the CMB's Corporate Governance Declaration No. II-17.1.
According to Article 10 of the Articles of Association, Company's business and management are conducted by a Board of Directors consisting of at least 5 members and for a term of at most 3 years, elected in line with the TCC and CMB regulations. General Assembly may decide on the renewal of the Board of Directors even if their terms of office have not expired.
One third of the elected Board of Director members are required to meet the independence criteria as defined in the CMB's mandatory Corporate Governance Principles.
The Board of Directors, upon receipt of a proposal of the Corporate Governance Committee, has designated the following candidates as the Independent Members of the Board of Directors: Ms. M. M. Gülay Barbarosoğlu, Ms. Neslihan Tonbul and Mr. Muharrem Hilmi Kayhan. Candidates for Independent Members of the Board of Directors who have not received a contrary opinion from the CMB will be submitted to the general assembly for approval. The CVs of Board of Directors candidates and Declarations of Independence for the independent member candidates are provided in Appendix 4.
10. Informing and approval of the Shareholders about the Remuneration Policy for the Members of the Board of Directors and Executive Management and the payments made within the scope of the policy in accordance with the Corporate Governance Principles,
According to CMB's mandatory Corporate Governance Principle No. 4.6.2, the principles for the remuneration of Board of Directors' members and senior management shall be made available in writing and included as a separate article on the General Assembly Meeting agenda to enable the shareholders to share their opinions on the same. The Remuneration Policy created for this purpose is attached as Appendix 5. Information regarding the benefits provided for board members and senior management of Aygaz A.Ş. in 2024 are specified in footnote No. 32 of 2024 Financial Statements.
11. Determining the annual gross salaries of the members of the Board of Directors,
The monthly gross remuneration to be paid to the members of the Board of Directors in 2025 shall be determined by the shareholders as per our Remuneration Policy submitted for the approval of the shareholders as per item 10 of the agenda.
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Approval of the Independent Auditing Institution selection made by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations,
In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority (KGK), with the resolution of our Board of Directors dated 11.02.2025, and the opinion of the Audit Committee, it has been decided to select Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit the financial reports of our Company for the fiscal year 2025 and to carry out other activities within the scope of the relevant regulations. This selection will be submitted to the approval of the General Assembly.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. is authorized to perform independent audit activities in the field of sustainability with the decision of the Public Oversight, Accounting and Auditing Standards Authority dated 18.02.2025. In this context, it is envisaged that the company will also conduct the mandatory sustainability assurance audit of the disclosures to be prepared in compliance with the Turkish Sustainability Reporting Standards published by KGK. - Informing the shareholders of the donations made by the Company in 2024 and resolution of an upper limit for donations to be made for 2025 as per the "Donation and Sponsorship Policy",
"Aygaz A.Ş. Donation and Sponsorship Policy", which was accepted by our Company's Board of
Directors on March 8, 2021 and announced to the public, is stated in the Corporate Governance
Principle numbered 1.3.10, "A policy regarding donations and aids is created and submitted to the approval of the general assembly. It was approved by our shareholders at the general assembly dated March 31, 2021.
Pursuant to Article 6 of the CMB's Declaration on Dividends No. II-19.1, the limit of donations to be made must be determined by the General Assembly, in cases not specified in the Articles of Association, and information concerning the donations and payments made must be provided to shareholders at the General Assembly. In this framework, in line with our Company's Donation and Sponsorship Policy, donations were made to foundations and associations in 2024 is totaling TL 18,657,382.57, based on nominal amounts. (Total amount calculated according to purchasing power on December 31, 2024 is TL 22,818,443.11) TL 10,000,000.00 of this amount paid to Rahmi Koç Museum and Culture Foundation, TL 5,000,000.00 of this amount paid to Vehbi Koç Foundation, TL 2,703,434.50 of this amount paid to Koç University, TL 563,448.07 of this amount paid to TEV (Turkish Education Foundation), TL 350,000.00 of this amount paid to Deniz Temiz Association (Turkish Marine Environment Protection Association). The remaining balance was made to other several institutions and incorporations and consisting of donations that are not viewed as material for investors. The upper limit of donations to be made in 2025 shall be decided by the General Assembly. - Informing the shareholders about the collaterals, pledges, mortgages and surety granted in favour of third parties and the income and benefits obtained in 2024 by the Company and subsidiaries in accordance with Capital Markets Board regulations,
Pursuant to Article 12 of the Capital Markets Board Corporate Governance Declaration No. II- 17.1, income or benefits derived by our Company and/or its Subsidiaries from guarantees, pledges, mortgages and sureties against third parties must be stipulated in a separate article of the agenda of the General Assembly. This is indicated in footnote No. 16 of our financial statements dated 31 December 2024.
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Authorizing the shareholders holding management capacity, the Members of the Board of Directors, executive managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2024 as per the Corporate Governance Communiqué of Capital Markets
Board,
The members of the Board of Directors can do business only with the approval of the General Assembly, as stipulated in the first subsection of Articles 395 and 396 of the TCC entitled Competition Ban and Ban on doing Business with the Company and Borrowing for the Company.
Pursuant to the Capital Markets Board Mandatory Corporate Governance Principles No. 1.3.6, the General Assembly shall be informed in the event that shareholders having managerial control, shareholder board members, senior management and relatives up to the second degree of blood or affinity engaged in a significant business transaction creating a conflict of interest with the Company or its subsidiaries, competed with the company in the same line of business on their own behalf or on the behalf of others, or was involved in the same business as that of the Company as unlimited partner in another company. Information about said transactions must be included as a separate article on the agenda and recorded into the minutes of the General Assembly.
To fulfill the requirements of these regulations, permission shall be sought from the shareholders at the General Assembly and the shareholders shall be informed that no such transaction took place in 2024 in this respect. Some of the shareholders having managerial control, shareholder board members, senior management and relatives up to the second degree of blood or affinity are also board members at several Koç Group companies including those with similar operations to our
Company. In 2024, there has not been any material transaction which requires notification in accordance with Corporate Governance Principle No. 1.3.6 of the Corporate Governance Communique. - Informing the shareholders about the activities carried out in 2024 within the scope of the Company's goal of transitioning to a low-carbon economy and the progress made toward these goal,
Ensuring that shareholders are informed about the company's transition efforts toward a low- carbon economy is of paramount importance to all stakeholders. At the General Assembly meeting, shareholders will be provided with a comprehensive update. - Wishes and Opinions.
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APPENDICES:
APPENDIX 1 - PROPOSAL FOR AMENDMENT TO THE DIVIDEND DISTRIBUTION
POLICY
APPENDIX 2 - PROPOSAL OF THE BOARD OF DIRECTORS FOR THE DISTRIBUTION OF 2024 DIVIDEND DISTRIBUTION PROPOSAL
APPENDIX 3 - AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RELATED BOARD DECISION
APPENDIX 4 - CVs OF BOARD OF DIRECTORS CANDIDATES AND INDEPENDENCE DECLARATIONS OF THE INDEPENDENT BOARD MEMBER CANDIDATES
APPENDIX 5 - REMUNERATION POLICY FOR BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
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APPENDIX 1 - PROPOSAL FOR AMENDMENT TO THE DIVIDEND DISTRIBUTION POLICY
DIVIDEND POLICY
Our Company distributes profits within the framework of the provisions of the Turkish Commercial Code, Capital Market Regulations, Tax Regulations and other relevant regulations, as well as the article on profit distribution of our Articles of Association. In line with Corporate Governance Principles, a balanced and consistent policy is followed between the interests of the Shareholders and the Company.
In principle, as long as related regulations, investment needs and financial resources allow, taking into consideration market expectations, our long-term company strategy, investment and financing policies, profitability and cash position, a minimum 50% of the Company's net distributable profit for the period, calculated in accordance with Capital Markets Regulations is distributed as cash and/or bonus shares 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.
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.
Distribution of profit is aimed to be paid out at the latest within one month subsequent to the General Assembly Meeting; the date of profit distribution is resolved by the General Assembly. The General Assembly or, if authorized, the Board of Directors may decide to distribute the dividend in installments in accordance with Capital Markets Regulations.
According to the Company's Articles of Association, The Board of Directors may distribute advance dividends, provided that it is authorized by the General Assembly and complies with the Capital Markets Regulations.
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APPENDIX 2 - PROPOSAL OF THE BOARD OF DIRECTORS FOR THE DISTRIBUTION OF 2024 DIVIDEND DISTRIBUTION PROPOSAL
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