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The 2013 General Meeting of Shareholders of Tupras was held on 31 March 2014 at 15:00 pm, 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 26.03.2014 and numbered 603.
The invitation for the meeting in accordance with the Law and the Articles of Association, as envisaged and comprising of the agenda was published on 7th March 2014, in Turkey Trade Registry Gazette number 8523 and 7th March 2014 in the daily Hurriyet newspaper in the Turkey edition. To the owners of bearer shares which are not traded on a stock exchange with registered mail from post office (PTT) in Körfez/Kocaeli, the internet address of the company www.tupras.com.tr and Central Registry Agency (MKK) Inc. e-Manage Portal, Electronic General Assembly System in the 21 days prior to the General Assembly proclaimed by the system during the period were reported.
Upon ascertaining from the list of attendants that out of 250,419,200,00 TL worth of shares each bearing a nominal value of Kr 1 (One Kr) amounting to the company's total capital of TL 25,041,920,000; Shareholders holding representing 539,600 units share corresponding to capital of TL 5,396 personally, Shareholders holding 20,184,797,222 shares representing a capital of TL 201,847,972.22 were present by proxies. Total of 20,185,336,822 shares corresponding to capital of TL 201,853,368.22 were represented at the meeting, thereby meeting the minimum quorum requirement as set in the legislation and the Articles of Association. and Article 431 of the Turkish Commercial Code, dated on November 28, 2012, published in Official Gazette No. 28481, joint-stock companies in accordance with Article 24 of the Regulation of the General Assembly 7,413,418,000 shares with nominal value 74,134,180 TL represented by the Depositary of Representatives Company as explained by the Deputy General Manager, Mr. Ibrahim Yelmenoğlu.
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 to use the Electronic General Assembly System and the meeting has been opened both physically and electronically.
Mr. Ibrahim Yelmenoğlu 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 available at the meeting were requested to vote by raising hand and vote negatively by expressing their objections orally.
As a result of the discussions held in respect with the agenda, the following decisions have been taken.
1. In according to the 1st item on the Agenda, election of the Presidency Board was made for the administration of the General Assembly. Mr. Erol Memioğlu was elected as the Chairman of the General Assembly of Shareholders, and Mr. İbrahim Yelmenoğlu was elected as the secretary. The motion was passed by majority of votes with 201,773,768.22 TL in the affirmative and 79,600 TL against votes
The Chairman of the meeting selected Mr. Yavuz Erkut and Mr. Yilmaz Bayraktar as vote collectors and appointed Mr. İbrahim Yelmenoğlu as record clerk
The Chairman of the meeting, declared that Articles of Association, the share register, Annual Report, Auditors 'Report, Financial Statements were present and the declarations of those members of the Board of Directors who cannot attend the meeting were in place.
The Chairman of the meeting said that members of the Board; Mehmet Ömer Koç, Mustafa Vehbi Koç, Osman Turgay Durak, Temel Kamil Atay, Erol Memioğlu, Bülent Bulgurlu, Ahmet Aksu, Gokce Bayındır, Kutsan Çelebican, Osman Mete Altan and Ethem Kutucular on behalf of the Independent Audit Company South Independent Auditor and Certified Public Accountant Anonymous company (A member firm of Ernst & Young Global Limited) were attended the meeting. The Board members who were unable to attend the meeting had notified the reasons for non-attendance
2. In according to the 2nd item on the Agenda, the Annual report was published 21 days prior to the Annual General Meeting, 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 for 2013 was read out and discussed. The motion was approved by a majority vote with 201,773,768.22 TL in in the affirmative and 79,600 TL against votes.
3. In according to the 3rd item on the Agenda, Upon the instruction of the Chairman, Mr. İbrahim Yelmenoğlu read out a summary of the consolidated report of the Board of Directors, on the activities of 2013, Auditors Report and the summary audit report of Independent External Audit Company, Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member firm of Ernst & Young Global Limited) .This item was for information purposes only.
4. In according to the 4th item on the Agenda, Consolidated financial statements was read that was published 21 days prior to the Annual General Meeting, through the Public Disclosure Platform, The Central Registry Electronic Annual General Meeting system, on the company's website, www.tupras.com.tr. Mr İbrahim Yelmenoğlu who was the secretary of the Council read a summary of the Balance Sheet and Income Statement. At the end of the discussions held, the Financial Tables dated 31 December 2013, was approved by a majority vote with 201,773,368.22 TL in the affirmative and 79,600 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 2013. 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 200,807,623.22 TL in the affirmative and 1,045,475 TL votes against
6. In keeping with the relevant regulations, whilst investment requirements and the financial situation allows, by the Board of Directors of the Company to distribute all distributable profit to the approval of the Board of Directors by the General Meeting of Shareholders and Corporate Governance are determined in accordance with company policy, the dividend distribution policy to the public (Public Disclosure Platform in the Company at www.tupras.com.tr, the Central Registry Agency Electronic System of the General Assembly and the printed Annual Report Booklet) announced to shareholders was informed that regard. The dividend distribution policy was approved by a majority vote with 192,186,826.231 TL in the affirmative and 9,666,541,992 TL votes against
7. Regards the distribution of profit for the year 2013 the company 21 days before the General Meeting, Annual Report for 2013 to the public (Public Disclosure Platform, the company at www.tupras.com.tr, the Central Registry Agency Electronic System of the General Assembly and the printed Annual Report Booklet) announced the proposal of the Board of Directors was discussed
According to the Capital Markets Law and Capital Markets Board Regulations, our Company earned a net profit of TL 1,197,222,677.04, and when donations to charitable organisations of 10,047,004.80 TL are added, the first assessment base for dividend is 1,207,269,681.84 TL.
The statutory records show post-tax net profits to be 336,387,020.77 TL for the tax year and a total distributable income of. 434,618,612.35 TL.
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 2013, capital reserves exceed 20% of equity.
In accordance with the Capital Market Law and Capital Market Board Regulations we propose the following profit distribution
396,163,174.40 - TL to be distributed as dividend,
38,364,221.44 - 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 396,163,174,40 TL, of which 306.944.651.61 TL is from non-exceptional earnings of the current period, 87,618,418.38 TL from the non- exceptional legal reserves and 1.600.104,41 TL from other reserves.
Of the 38,364,221.44 TL to be put aside as II. Class Legal Reserve, 29,442,369.16 TL is from other income in the current period, 8,761,841.84 TL is from the non- exceptional legal reserves, and 160,010.44 TL is from other reserves.
On this basis, a cash dividend of gross=net 1.582 TL be paid for one nominal stock worth 1.00 TL at a rate of 158.2% to our full fledged corporate taxpayer shareholders and limited corporate taxpayer shareholders earning dividends through a Turkey-based business or permanent representation office;
Other shareholders be paid a gross cash dividend of 1.582 TL and a net cash dividend of 1.3447 TL
The dividend distribution is set to begin on Wednesday, April 2th, 2014. The motion was accepted by a majority vote with 201,773,768.22 TL in the affirmative and 79,600 TL votes against
8. In according to article 8 of Agenda, the meeting proceeded with the election of the Board Members.
The company's shareholders Energy Investments Incorporation's proposal of the Chairman of the meeting for the members of the Board of Directors, The proposal has been read by Mr. Ibrahim Yelmenoğlu who was secretary of council. Those unable to participate the General Assembly, Mr Mustafa Rahmi Koç Kadıköy 4th Notary, dated 20 February 2014 and registration number 6760, Mrs Semahat Arsel Kadıköy 4th Notary, dated 03 February 2014 and registration number 4887, Mr Yıldırım Ali Koç Kadıköy 4th Notary, dated 12 February 2014 and registration number 6030, Mr Ahmet Turul Üsküdar 5th Notary, dated 25 March 2014 and registration number 6577, The Ministry Commissar of Customs and Trade has seen the candidacy statements and assigns . The number of Board Members were determined 5 independent and total 15, and Mehmet Ömer Koç - TR ID Number 11992049892, Mustafa Vehbi Koç - TR ID Number 11995049738, Mustafa Rahmi Koç - TR ID Number 12001049568, Semahat Sevim Arsel - TR ID Number 29902866798, Yıldırım Ali Koç - TR ID Number 11989049966, Osman Turgay Durak - TR ID Number 13348799734, Temel Kamil Atay - TR ID Number 39163572826, Bülent Bulgurlu - TR ID Number 11899054074, Erol Memioğlu - TR ID Number 11140152948, (representing Enerji Yatırım A.Ş.), Yavuz Erkut - TR ID Number 43213225990, (General Manager and Member of The Board of Directors), Ahmet Aksu - TR ID Number 31267368398, (representing the Turkish Privatization Administration and an independent member) according to the reference to the notice, dated 17 01 2014 and number:545 from Privatization Administration of The Turkish Republic, Kutsan Çelebican - TR ID Number 18194308166, Osman Mete Altan - TR ID Number 24754777698, Gökçe Bayındır - TR ID Number 20225232468, Ahmet Turul - TR ID Number 16757264626, (independent members ) have been elected as Board Members to serve until the Ordinary General Assembly to be organised for the reviewing of the accounts of 2014. The motion was approved by a majority vote with 200,206,804.22 TL in the affirmative and 1,464,564 TL against votes
9. Which entered into force on 3rd January 2014, for the purpose of compliance with the Communiqué Serial: II-17.1 of the Capital Markets Board on the Principles of Corporate Governance under the Board of Directors and senior executives in accordance with the "Pricing Policy", was determined by a meeting of the Board of Directors, dated February 19, 2014. Before 21 days to the General Meeting to the public (Public Disclosure Platform, the Company at www.tupras.com.tr and the Central Registry Agency Electronics General Assembly System) was deemed as announced by the Company in 2013 and in this context the members of the Board of Directors and senior managers are provided for a total of TL 43,355 thousand. The motion was approved by a majority vote with 170,500,228.22 TL in the affirmative and 31,353,140 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. It was decided that to be paid a monthly gross remuneration of TL 13,500 the month following The General Meeting of the Members of the Board of Directors. The motion was approved by a majority vote with 201,277,964.22 TL in the affirmative and 575,404 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. 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 2014 fiscal periods. The motion was approved by a majority vote with 200,408,523.22 TL in the affirmative and 1,444,845 TL votes against
12. Capital Markets Board Communiqué Serial: IV, No: 41 on Principles Corporations Subject to Capital Market Law within the meaning of 5, for the purpose of compliance with the Communiqué Serial: II-17.1 of the Capital Markets. The Company's total assets or 10% or more of total gross sales reaching widespread and enduring asset and liability transfers service requirements and market conditions and a comparison of operations Year 2013 Related Party Transactions Report prepared for the Board of Directors was approved at its meeting held on March 6, 2014. Before the date of the Ordinary General Meeting of Shareholders for a period of 21 days from the general public (Public Disclosure Platform, the Company at www.tupras.com.tr and the Central Registry Agency Electronics General Assembly System) been announced and made available to shareholders. This article was presented to the shareholders for informational purposes, and there has not been a vote
13. Grants and Aids Policy is determined at a meeting by the Board of Directors, dated 6 March 2014 was announced to the public (Public Disclosure Platform, the company's corporate internet address www.tupras.com.tr and the Central Registry Agency's Electronics General Assembly System 21 days prior The General Meeting, as are deemed the Company's social welfare purposes foundations and associations donations and grants of TL 10,047,004.80 in 2013 where information was given to the General Assembly. In addition, the Company's shareholders Energy Investments Incorporation's proposal submitted by the agent to write the minutes were read by. In 2014, TL 16 million is the upper limit of donations and Grants and Assistance Policy for the resolution put to the vote and rejected of 62,429,569 TL as a result of the game corresponds to the affirmative vote of TL 139,373,799 TL was approved by majority vote.
14. Within the context of Capital Markets Board regulations, to inform our shareholders about There were no guarantees, mortgages, liens provided to third parties during 2013. This agenda item was for information purposes only and was not voted.
15. Granting permission to the shareholders who control the management, the Members of the Board of Directors, the top executives, and blood and in-law relatives of them up to and including second kin to execute any transactions and compete with the Company or its affiliates or to carry out any business which falls into the scope of business of the Company personally or on behalf of third parties or to invest in any company which carries out such business or to execute other transactions, which may lead to conflict of interest with the Company or its affiliates, and giving information to the General Meeting about the transactions of this kind executed during the year, pursuant to the articles 395 and 396 of the Turkish Commercial Code and the Corporate Governance Principles of the Capital Market. The motion was approved by a majority vote with 193,576,748.22 TL in the affirmative and 8,276,620 TL votes against
16. In the requests expectations item of the agenda, gratitude was expressed for the successful results achieved and wishes expressed for the successful performance in the coming years.
Representative of the Ministry, Mr. Veysi Uzunkaya asked whether participation in person or by proxy respondents for the appeal at the meeting, and the record does not come any written objection, he said.
As there was no further item to discuss, the Chairman closed The Meeting, These minutes were issued and signed after the meeting at the place there of 31 March 2014