Aygaz : Interim Report for the period of 01.01.2023-30.06.2023

AYGAZ A.Ş.

1 January - 30 June 2023

INTERIM REPORT

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AYGAZ A.Ş. 1 January - 30 June 2023 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 A.S ('Company' or 'Aygaz') manufactures LPG cylinders, LPG tanks, regulators and other supplementary materials which are necessary for the end-user in its Gebze Facility. The Company has five marine terminals, five filling plants* and eight distribution centers operated by the most modern technology which comply with international standards. As of the end of June 2023, Aygaz serve to customers with 2,182 cylinder dealers and 1,835 autogas stations.

Production and distribution of LPG appliances are also included in the activities as well as manufacture, purchase, sale and after-sale services of LPG cylinders, LPG tanks, LPG stoves and other supplementary materials which are complementary equipment for the end-user.

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

(*) Excluding the filling plants in the Terminals.

CAPITAL AND SHAREHOLDING STRUCTURE

The issued capital of the Company is TL 219,800,767 and the recent decrease of the Company capital from TL 300,000,000.00 to TL 219,800,767.00 due to the transfer of Entek Elektrik Üretim A.Ş. ("Entek") shares corresponding to 49.62% of the registered Entek capital in our Company's assets, to Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş") through a partial demerger transaction through the model of share transfer to Aygaz shareholders, is approved at Aygaz A.Ş.'s Extraordinary General Assembly Meeting (on August 25, 2022), following the approval of the transaction by the Capital Markets Board ("CMB") on July 7, 2022.

The transaction was registered on August 26, 2022 and was published in the Turkish Trade Registry Gazette ("TTRG") on September 1, 2022.

Company's
Issued capital	:	TL 219,800,767.00
Upper limit of registered capital	:	TL 500,000,000.00
The shareholding structure
as of June 30, 2023		TL	%
Koç Holding A.Ş.		89,424,844.65	40.68
Temel Ticaret ve Yatırım A.Ş.		12,692,827.96	5.77
Koç Family		10,451,500.67	4.76
Liquid Petroleum Gas Dev. Co.		53,884,641.77	24.52
Free float**		53,346,951.96	24.27
Total		219,800,767.00	100.00

1. The free-floating shares in the amount of TL 1,996,553.90 (ratio to capital 0.91%) belong to Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., of which Liquid Petroleum Gas Dev. Co. is a 100% shareholder.

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AYGAZ A.Ş. 1 January - 30 June 2023 INTERIM REPORT

BOARD OF DIRECTORS

Division of duties among the Board of Directors which are elected in the Ordinary General Assembly dated March 20, 2023 are determined by the Board Resolution dated March 29, 2023 as below;

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	Chairwoman
Dr. Bülent Bulgurlu	Member

EXECUTIVE MANAGEMENT

Melih Poyraz	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)
Şenol Zafer Polat	Director (Cylinder Gas Sales)
Hakan Öntürk	Director (Autogas Sales)
Elifcan Yazgan	Director (Supply Chain)
Esra Topkoç	Director (Human Resources)

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)

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AYGAZ A.Ş. 1 January - 30 June 2023 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
Sendeo 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
	Opet Aygaz Gayrimenkul A.Ş.	Turkey	Real Estate
	United Aygaz LPG Ltd.	Bangladesh	LPG supply, filling and
			distribution
		Place of
		incorporation	Principal
	Financial Assets	and Operation	Activity
	Koç Finansal Hizmetler A.Ş.	Turkey	Finance
	Ram Dış Ticaret A.Ş.	Turkey	Trade
	Tat Gıda Sanayi A.Ş.	Turkey	Food

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. ('Bal Kaynak') on March 14, 2019. The capital of the Bal Kaynak was increased by TL 50.000 thousand up to TL 133.000 thousand with the decision of the Ordinary General Assembly held on March 3, 2022. Bal Kaynak continues its water trade activities with the aim of providing sustainable production.

Akpa Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş ("Akpa") is mainly engaged in sales of cylinders through either its own organisation or dealers, retail and wholesale of LPG, fuel and lubricants through autogas stations.

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

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AYGAZ A.Ş. 1 January - 30 June 2023 INTERIM REPORT

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.

Sendeo Dağıtım Hizmetleri A.Ş. ("Sendeo") (Former trade name: Aygaz Aykargo Dağıtım Hizmetleri A.Ş.("Aykargo") which started as an in-house entrepreneurship project, has started its cargo delivery and distribution activities in 2020. On 3 August 2021, 45% of the shares were transferred to Koç Holding A.Ş. and subsequently the name of the company was changed to Sendeo. To create additional value from existing assets by utilizing Aygaz's know-how such as brand power, extensive dealer network and home delivery experience in strategic business areas, Sendeo has started its Istanbul operations in May 2021 and has become active in 81 cities in less than a year as of February 2022. On the Ordinary General Meeting held in March 2023, capital of Sendeo is decided to increase from TL 753,500 thousand to TL 1,183,500 thousand. TL 300,000 thousand of the total amount of TL 430,000 thousand was paid in cash by the shareholders on 21 March 2023. The payment of the remaining TL 130,000 thousand was completed at the beginning of July 2023, and Aygaz participated in the capital increase amounting to TL 71,500 thousand corresponding to its share ratio. The company has 405 distribution points, 10 transfer centers, 13 distribution centers and 1,629 active delivery points as of end of June.

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. As of 30 June 2023, EYAŞ's ownership in Tüpraş has been 46,40%.

Opet Aygaz Gayrimenkul A.Ş. was established on September 20, 2013, as a joint venture with 50% equal shares by the Company and Opet Petrolcülük A.Ş., which is the Company's business partner, operating in distribution of fuel products. Its main activity is to establish, purchase, operate and rent fuel and LPG stations.

Within the scope of the termination of the business partnership between Koç Group and UniCredit S.P.A on February 5, 2020, 100% of the shares representing Koç Finansal Hizmetler A.Ş ("KFS") capital were transferred to Koç Group in proportion to their shares in KFS; In addition, KFS's Yapı ve Kredi Bankası A.Ş. ("YKB") shares of 31.93% were transferred to UniCredit SPA and 9.02% to Koç Holding A.Ş. KFS's share in YKB decreased from 81.9% to 40.95%. Within this framework, the Company's share in KFS increased from 1.97% to 3.93%. According to the notifications made to the Public Disclosure Platform ("PDP") on May 30 and 31, 2023 by Aygaz and Koç Holding A.Ş. ("Koç Holding"); resolutions were disclosed regarding to transfer KFS shares in Aygaz's assets which corresponds to 3.93% of the registered KFS capital, to Koç Holding through a partial demerger transaction through the model of share transfer together with all its rights and debts, in accordance with the principle of universal succession to Aygaz shareholders. The transaction was approved by Capital Markets Board ("CMB") on July 13, 2023. The transaction will be submitted to the approval of Aygaz and Koç Holding shareholders at the extraordinary general assembly meetings to be held on August 24, 2023, as disclosed to the public via the notifications made to PDP on July 18, 2023.

Entek Elektrik Üretim A.Ş. ("Entek") operates as the electricity generation company of Koç Group. With the notifications to the PDP made by the Company, Koç Holding, and Tüpraş on 25 April 2022; decisions regarding the transfer of shares corresponding to 99.24% of the total capital of Entek, in which the Company and Koç Holding held 49.62% share separately, to Tüpraş via partial demerger were announced. The respective application was approved by the CMB of Turkey on 7 July 2022. With the extraordinary general assembly held on 25 August 2022, the transaction was approved by the Company, Koç Holding, and Tüpraş shareholders, and the registration was completed on 26 August 2022.

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