INFORMATION DOCUMENT

REGARDING THE ORDINARY GENERAL ASSEMBLY MEETING OF TURKISH PETROL REFINERIES CORPORATION,

TO BE HELD ON 29 MARCH 2017, FOR THE YEAR 2016

  1. INVITATION TO THE ORDINARY GENERAL MEETING, TO BE HELD ON 29 MARCH 2017

    The General Assembly Meeting of Shareholders of our Company will be held at the Company headquarters "Güney Mahallesi Petrol Caddesi No. 25 Kocaeli/Körfez (Tel: + 90 262 316 30 00, Faks: + 90 262 316 3010-11)",Turkey on Wednesday March 29th, 2017 at 10:00 hours in order to review the efforts of year 2016 and to discuss and resolve the following agenda.

    In accordance with the legal requirements, 2016 Financial Statements, the Independent Auditor's Report (prepared by our Independent Auditors, Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, a member firm of Ernst & Young Global Limited), the Corporate Governance Compliance Report, and the Board of Directors' Annual Report, including 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.tupras.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 pursuant to the legal period..

    Shareholders 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.tupras.com.tr and shall submit to the Company the notarized proxy documents issued in accordance with the requirements of the Communiqué 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

    w i t h t h e r e qu i r em e nt s o f t h e af or e me n t i o ne d C o m mu n i q u é, an d the sample form attached hereto shall not be accepted, given our legal liability.

    Shareholders that wish to attend the meeting electronically, can obtain information on the process from the Central Registry Agency, from our company website www.tupras.com.tr or from the company headquarters (Tel: + 90 262 316 32 69).

    In accordance with Turkish Trade Law 6102, article 415, paragraph 4 and the Capital Markets Law article 30, paragraph 1, in order to attend the General Meeting and vote, shares do not need to be subject to blockage. Within this respect, if our shareholders demand to attend in the General Shareholders' Meeting, there is no need for them to block their shares.

    In the Ordinary General Assembly Meeting, voting for the articles set forth in the agenda of the meeting shall be made as open voting by hand raising procedure, provided that the provisions relating to voting in electronic environment are reserved.

    In accordance with the Law on the Protection of Personal Data numbered 6698, the detailed information regarding processing personal data by the company, through the Policy of Tüpraş for Protection and Processing of Personal Data is shared with the public at the company's corporate website addressedwww.tupras.com.tr.

    All the holders of relevant rights and 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.

    Tüpraş, Türkiye Petrol Rafinerileri A.Ş. Board of Directors

    Company Adress: Tüpraş Genel Müdürlüğü Güney Mah. Petrol Cad. No:25, 41790 Körfez Kocaeli Trade Registry and Number: Körfez- 408/14 Mersis No: 0875004126700011

  2. ADDITIONAL DISCLOSURES PURSUANT TO THE REGULATIONS OF THE CAPITAL MARKET BOARD

    Additional disclosures which are done in pursuant to the "Communiqué on the Principles of Corporate Governance", Serial II-17.1, dated January 3rd, 2014, are listed below. Other mandatory general explanations are provided in this section.

  3. Shareholder Structure and Voting Rights

    As of the announcement date of the document, the total number of shares and voting rights that reflect the partnership structure of the partnership and the number of shares which are representing each prerogative share group if there is a prerogative share in capital of the partnership and the information about the voting rights and the qualifications of the prerogatives are given below

    The issued capital of the Company is TL 250,419,200.00 and divided into 25,041,920,000.00 shares each bearing a nominal value of Kr 1 (One Kr). The shares of the Company are classified in two groups; (A) and (C) group shares are registered.

    As stated in Article 10 of our Articles of Association; Group C share has the veto right to merger, division or the resolution of the Company's liquidation in a manner that would restrict from meeting fuels and / or prevent the fuel needs of Turkish Armed Forces.

    The voting rights of our shareholders, taking into consideration privileged shares, are provided in the following table:

    Shareholder

    Amount of Rate of

    Shares (TL) Capital (%)

    Rate of Voting

    Voting Right Right(%)

    Enerji Yatırımları A.Ş. (A Group)

    127.713.792,22

    51,00%

    12.771.379.222

    51,00%

    Publicly held Shares (A Group)

    122.705.407,77

    49,00%

    12.270.540.777

    49,00%

    Privatization Administration (C Group)

    0,01

    0,00%

    1

    0,00%

    Total

    250.419.200,00

    100,00%

    25.041.920.000

    100,00%

    Marjority of Enerji Yatırımları A.Ş. shares are held by Koç Holding.

  4. Significant Changes to our Company's operations, management or participations

    There are no managerial or operational changes that has or that will substantially affect the Company's activities in the previous accounting period, or planned for the upcoming accounting periods.

  5. Information regarding demands of shareholders for adding other issues on the agenda:
  6. No such written demand has been made to the Investor Relations and Reporting Directorate for the Ordinary General Assembly Meeting to discuss the operations in the year 2016, concerning the desire of shareholders to have an article placed on the agenda.

    This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
  7. OUR EXPLANATIONS REGARDING THE ARTICLES ON THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED ON 29 MARCH 2017

  8. Opening and Election of the Chairing Committee;

    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"), 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.

  9. Review, discussion and approval of the Annual Report of the Company for the fiscal year 2016 as prepared by the Board of Directors, Within the framework of Turkish Commercial Code, the Regulation and the capital Markets Law and related regulations, information shall be given about the 2016 Activities Report including also the corporate governance compliance report which has been announced at the Headquarters of our Company, on the Electronic General Assembly portal of the Central Registry Agency and at the website of the Company at www.tupras.com.tr for examination of our shareholders for a period of three weeks before the General Assembly meeting and it shall be presented for evaluation and approval of our shareholders.
  10. Presentation of the summary of the Independent Audit Report for the year 2016, 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 Central Registry Agency, Public Disclosure Platform and at the website of the Company at www.tupras.com.tr will be read aloud.
  11. Review, discussion and approval of the 2016 Financial Statements, Within the framework of Turkish Commercial Code, the Regulation and the capital Markets Law and related regulations, information shall be given about our financial reports and legal financial tables which have been announced at the Headquarters of our Company, on the Electronic General Assembly portal of the Central Registry Agency and at the website of the Company at www.tupras.com.tr for examination of our shareholders for a period of three weeks before the General Assembly meeting and they shall be presented for evaluation and approval of our shareholders.
  12. Release of the members of the Board of Directors from liability for the affairs of the Company for the year 2016,

    Within the framework of provisions of TCC and the Regulation, release of the members of Board of Directors and Auditors one by one due to activities, transactions and accounts of the year 2016 shall be presented for approval of the General Assembly.

    This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
  13. Within the framework of the Company's dividend policy, approval, amendment and approval, or disapproval of the Board of Directors' proposal on profit distribution of year 2016 and the date of dividend distribution,

    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. (a member of Ernst & Young Global Limited) covering the accounting period between 01.01.2016 - 31.12.2016; consolidated profit attributable to equity holders of the parent in the amount of TL 1.793.267.000,00 has been obtained. The dividend payment proposal drawn up in accordance with the Dividend Distribution Table format provided in the Dividend Communiqué numbered II-19.1 and the Dividend Manual announced in accordance with the said Communiqué, and taking into account the Company's Dividend Distribution Policy, long-term strategy, investment and financing policies, profitability and liquidity, is provided in Appendix 1,and it will be presented to General Assembly for approval.

  14. Approval, amendment and approval, or disapproval of the Board of Directors' proposal on the amendment of Article 6 entitled "Capital" of the Company's Articles of Association,

    The amendment of Company's Articles of Association for the extension of the registered capital ceiling validity period that is provided together with the related Board of Directors' Resolution in Appendix 2, will be submitted to the approval of General Assembly. Regarding the amendment proposal, approvals of Capital Markets Board and the Ministry of Customs and Trade of Turkey have been received on 15 February 2017 & 22 February 2017 respectively.

  15. Determination of the number of Board Members, their term of office, election of Members in accordance with the number determined and election of independent board members,
  16. Taking into consideration the principles regarding election of the members of the Board of Directors set forth in our articles of association according to regulations of the capital Markets Board, TCC and the Regulation, new members shall be elected in place of those whose terms of office expire. Furthermore, for the purpose of compliance with the Communiqué Serial: II-17.1 of the Capital Markets Board, independent member election shall be made.

    According to article 10 of our articles of association, our Company shall be managed by a Board of Directors which consists of at least 5 members to be elected for a maximum period of 1 years by the General Assembly within the scope of provisions of the Turkish Commercial Code. General Assembly may decide on the renewal of the Board of Directors even if their term of office have not expired.

    In order to ensure the continuity of the Company's activities and to work more effectively of the management board, in accordance with the article 10thof our Articles of Association, it is envisaged the Board of Directors will be composed of 15 people in 2017. Five of the members of the Board of Directors to be selected must meet the independence criteria defined in the CMB's mandatory Corporate Governance Principles.

    The Corporate Governance Committee proposed independent members to our Board of Directors based on the evaluation of the nominees presented to them and Mr Gökçe Bayındır, Mr Osman Mete Altan, Mr Kutsan Çelebican ve Mr Ahmet Turul have been designated as the Board of Directors' Independent Member' nominees with the decision taken on 26.01.2017 and their nomination has been submitted to CMB for the approval within the context of the principle

    This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

TUPRAS - Turkiye Petrol Rafinerileri AS published this content on 07 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 March 2017 08:37:17 UTC.

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