REG - Turkiye Petrol Rafin - AGM Statement (Agenda, dividend) <Origin Href="QuoteRef">TUPRS.IS</Origin>

Turkiye Petrol Rafinerileri ASAnnouncement

10/03/2016 10:10

RNS Number : 6810R
Turkiye Petrol Rafinerileri AS
10 March 2016
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TURKISH PETROL REFINERIES CORPORATION
INVITATION TO THE ORDINARY GENERAL MEETING, TO BE HELD ON APRIL 4TH 2016
The General Assembly Meeting of Shareholders of our Company will be held at the Company headquarters "Gney Mahallesi Petrol Caddesi No. 25 Kocaeli/Krfez (Tel: + 90 262 316 30 00, Faks: + 90 262 316 3010-11)", Turkey on Monday April 4th, 2016 at 10:00 hours in order to review the activities of year 2015 and to discuss and resolve the following agenda. 
Inaccordancewiththelegalrequirements,2015FinancialStatements,theIndependentAuditor's Report(prepared by ourIndependentAuditors,GneyBamszDenetimveSerbestMuhasebeci Mali Mavirlik Anonim irketi, a member firm of Ernst & Young Global Limited), the Corporate Governance Compliance Report,andthe Board of Directors' AnnualReport,including thedividenddistributionproposaloftheBoardofDirectors,alongwiththefollowing agendaand theMemorandumcontainingtheinformationrequiredby CapitalMarketsBoardregulationsshall bemadeavailabletotheshareholdersatCompany Headquarters,ontheCompany'scorporate websiteatwww.tupras.com.tr,onthe PublicDisclosure Platform,andintheElectronicGeneral MeetingSystemofthe Central RegistryAgencythreeweeks priorto themeeting.
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 Yap Kredi Yatrm Menkul Deerler A.. (Yap Kredi Plaza / Levent-Istanbul), our Company, or from the corporate website at www.tupras.com.trand shall submit to the Company the notarized proxy documents issued in accordance with the requirements of the Communiqu 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 Communiqu, and the sample form attached hereto shall not be accepted, given our legal liability. 
Shareholders
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. 
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. 
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.
Annex:
-Agenda
-Proxy Form

AGENDAFORTURKISH PETROL REFINERIES CORP.
ORDINARYGENERALASSEMBLYMEETINGTOBEHELD
4TH of APRIL 2016
1. Opening and election of the Chairmanship Committee,
2. The reading, discussion and approval of the Annual Report of the Company for the year 2015 as prepared by the Board of Directors.
3. The presentation of the summary of the Independent Audit Report for the year 2015,
4. The reading, discussion and approval of the 2015 Financial Statements,
5. Release of the members of the Board of Directors from liability for the affairs of the Company for the year 2015.
6. Within the framework of the Company's dividend policy, the Approval, approval with modifications, or disapproval of the Board of Directors' proposal on profit distribution of year 2015,
7. Provided that received the necessary approvals from the Capital Markets Board of Turkey and Ministry of Customs and Trade of Republic of Turkey; The Board of Directors decision on changes of the Company's Articles of Association headed, "Purpose and The Field of Business" of Article 3, the "Capital" of Article 6 and "Transfer of Shares and Establishment of Usufruct on Shares" of Article 7, the approval, approval with modifications, or disapproval of the Board of Directors' proposal.
8. Determination of the number of Board Members and their term of office, and election of Members in accordance with the number determined and determination of independent board members,
9. In accordance with the Corporate Governance Principles, presentation to the shareholders and approval by the General Assembly, of the "Remuneration Policy" for the members of the Board of Directors and the Senior Executives and the payments made thereof, 
10. Determination of monthly gross fees to be paid to the Members of the Board of Directors.
11. Approval of the Independent Audit Firm as selected by the Board of Directors, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Board regulations,
12. Presentation to the shareholders, Revised donation and contribution policy with donations made by the Company in 2015, and resolution of an upper limit for donations for the year 2016
13. In accordance with the Capital Markets Board legislation, presentation to the shareholders, of the securities, pledges and mortgages granted in favour of the third parties in the year 2015 and of any benefits or income thereof. 
14. Authorization of the shareholders with management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders, of the transactions carried out thereof in the year 2015 pursuant to the Corporate Governance Communique of the Capital Markets Board. 
15. Requests and Opinions, 


PROXYFORMFOR THE ORDINARY GENERAL ASSEMBLYMEETING
TPRA, TURKISH PETROLEUM REFINERIES CORP.
TotheChair of theGeneral Assembly of Shareholders,
I herebyappoint as my proxyauthorized to representme, tovoteandmakeproposals in line with theviewsIexpress hereinbelowandsignthe required papers atthe Ordinary General AssemblyofTurkish Petroleum Refineries Corp. that will convene on April 4th,2016, Mondayat10:00 at theaddressof Gney Mahallesi Petrol Caddesi No:25 Krfez-Kocaeli.
The Attorney's(*):
Name Surname/Trade Name:
TRIDNumber/Tax IDNumber, TradeRegister andNumber andMERSIS(CentralRegistrationSystem) Number:
(*)Foreignattorneysshould submittheequivalentinformationmentionedabove.
A. SCOPE OFREPRESENTATIVE POWER
The scopeof representative power shouldbe definedafterchoosingoneofthe options (a), (b)or(c) inthe followingsections1and2.
1. Aboutthe agenda itemsof General Assembly:
a) The attorneyis authorized to vote accordingtohis/heropinion.
b) The attorneyis authorized to voteonproposalsofthe attorney partnershipmanagement.
c) Theattorney is authorizedtovoteinaccordancewiththe following instructionsstated inthe table.
Instructions:
Inthe eventthatthe shareholder choosesthe (c)option, theshareholder shouldmark"Accept"or "Reject"box andifthe shareholdermarks the "Reject"box,then he/sheshouldwrite thedissenting opiniontobenoteddown intheminutesofthe general assembly.
Agenda Items
Accept
Reject
DissentingOpinion
1. Opening and election of the Chairmanship Committee,



2. The reading, discussion and approval of the Annual Report of the Company for the year 2015 as prepared by the Board of Directors.





3. The presentation of the summary of the Independent Audit Report for the year 2015,



4. The reading, discussion and approval of the 2015 Financial Statements,



5. Release of the members of the Board of Directors from liability for the affairs of the Company for the year 2015.



6. Within the framework of the Company's dividend policy, the Approval, approval with modifications, or disapproval of the Board of Directors' proposal on profit distribution of year 2015,



7. Provided that received the necessary approvals from the Capital Markets Board of Turkey and Ministry of Customs and Trade of Republic of Turkey; The Board of Directors decision on changes of the Company's Articles of Association headed, "Purpose and The Field of Business" of Article 3, the "Capital" of Article 6 and "Transfer of Shares and Establishment of Usufruct on Shares" of Article 7, the approval, approval with modifications, or disapproval of the Board of Directors' proposal.



8. Determination of the number of Board Members and their term of office, and election of Members in accordance with the number determined and determination of independent board members,



9. In accordance with the Corporate Governance Principles, presentation to the shareholders and approval by the General Assembly, of the "Remuneration Policy" for the members of the Board of Directors and the Senior Executives and the payments made thereof, 



10. Determination of monthly gross fees to be paid to the Members of the Board of Directors.



11. Approval of the Independent Audit Firm as selected by the Board of Directors, in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Board regulations,



12. Presentation to the shareholders, Revised donation and contribution policy with donations made by the Company in 2015, and resolution of an upper limit for donations for the year 2016



13. In accordance with the Capital Markets Board legislation, presentation to the shareholders, of the securities, pledges and mortgages granted in favour of the third parties in the year 2015 and of any benefits or income thereof. 





14. Authorization of the shareholders with management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders, of the transactions carried out thereof in the year 2015 pursuant to the Corporate Governance Communique of the Capital Markets Board.



15. Requests and Opinions, 



Novotingonthe informative items.
If theminorityhasanotherdraft resolution,necessaryarrangementsshouldbe made toenablethem vote by proxy.
2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:
a) The attorneyis authorized to vote accordingtohis/heropinion.
b) The attorneyis not authorized tovote inthesematters.
c) Theattorney is authorizedtovoteforagenda itemsin accordance with thefollowinginstructions:
SPECIAL INSTRUCTIONS: The specialinstructions (ifthere is any) tobegiven bythe shareholder tothe attorneyare stated herein.
B. The shareholder specifies the sharestobe representedbythe attorneybychoosingoneof the following.
1. I hereby confirmthatthe attorney represents the shares specified indetailasfollows:
a) OrderandSerial(*)
b) Number/Group(**)
c) Amount-Nominal Value
d) Share with votingpoweror not
e) Bearer-Registered(*)
f) Ratioof the total shares/votingrightsof theshareholder
*Such informationis notrequiredfortheshareswhicharefollowedup electronically.
**Fortheshareswhicharefollowedupelectronically,informationrelatedtothe groupwill begiveninsteadofnumber.


2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.
NAME SURNAME OR TITLEOF THE SHAREHOLDER(*)
TRIDNumber/Tax IDNumber, TradeRegister andNumber andMERSIS(CentralRegistrationSystem) Number:
Address:
(*)Foreignattorneysshould submittheequivalentinformationmentionedabove.

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