REG - Turkiye Petrol Rafin - Result of AGM <Origin Href="QuoteRef">TUPRS.IS</Origin>

Turkiye Petrol Rafinerileri ASAnnouncement

04/04/2016 16:25

RNS Number : 1182U
Turkiye Petrol Rafinerileri AS
04 April 2016
TURKISH PETROL REFINERIES CORPORATION
MEETING MINUTES OF ORDINARY GENERAL ASSEMBLY
HELD ON 04 APRIL 2016 
The 2015 General Meeting of Shareholders of Tupras was held on 04 April 2016 at 10:00 am, at the address of Tupras Headquarters at Krfez /KOCAEL, 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 01.04.2016 and numbered 15003300. 
The invitation for the meeting has been made in accordance with the Law and the Articles of Association, as envisaged and comprising of the agenda and was published on 10 March 2016, in the Turkey Trade Registry Gazette number 90269 and on 10 March 2016 in the Turkey edition of the daily Hurriyet newspaper. Announcements were made 21 days prior to the General Assembly, on the internet address of the company at www.tupras.com.tr, via the Central Registry Agency (MKK) Inc. e-Manage Portal, Electronic General Assembly System and to the owners of bearer shares which are not traded on a stock exchange with registered mail from post office (PTT) in Krfez/Kocaeli. 
Upon ascertaining from the list of attendants that out of 25,041,920,000 TL worth of shares each bearing a nominal value of Kr 1 (One Kr) amounting to the company's total capital of TL 250,419,200.00; Shareholders holding representing 2,236,250 units share corresponding to capital of TL 22,362.5 were present personally, Shareholders holding 19,524,436,342 shares representing a capital of TL 195,244,363.42 were present by proxies. Total of 19,526,672,592 shares corresponding to capital of TL 195,266,725.92 were represented at the meeting, thereby meeting the minimum quorum requirement as set in the legislation and the Articles of Association. It has been declared that 6.753.026.300 shares with nominal value 67.530.263 TL is represented by the Depositary of Representatives Company.
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 Sayn, who holds a "Central Registration Agency Electronic General Assembly System Expert Certificate", has been appointed by the Assistant General Manager, Mr. Doan Korkmaz to use the Electronic General Assembly System. The meeting has been opened both physically and electronically.
Mr. Doan Korkmaz 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 present at the meeting were requested to vote by raising hand and those who vote negatively were requested to express their objections orally.
As a result of the discussions held in respect with the agenda, the following decisions have been taken. 
1. In accordance with the 1st item on the Agenda, the election of the Presidency Board was voted for the administration of the General Assembly. Mr. Doan Korkmaz has read the proposal for the Meeting Chairman presented by the proxy of our shareholder Enerji Yatrmlar A.. The motion passed by unanimity of votes with 195,266,725.92TL in the affirmative. Mr. Erol Memiolu was elected as the Chairman of the General Assembly of Shareholders. 
The Chairman of the meeting selected Mr. Yaz Eypolu and Mr. brahim Yelmenolu as vote collectors and appointed Mr. Doan Korkmaz as record clerk.
The Meeting Chairman declared that all other relevant documents to discuss the Agenda of the General Assembly are available at the meeting site.
The Chairman of the meeting declared that himself and members of the Board; Mr. Mehmet mer Ko, Mr Levent akrolu, Mr. Temel Kamil Atay, Mr. Blent Bulgurlu, Mr. Kutsan elebican, Mr. Ahmet Turul, Mr. Osman Mete Altan, Mr. Gke Bayndr along with Mr. Yaz Eypolu who is the new candidate for the Board, and Seda Akku Secer on behalf of the Independent Audit Company Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik Anonim irketi (A member firm of Ernst & Young Global Limited) were personally present in the meeting The Board members who were unable to attend the meeting had notified the reasons for non-attendance
2. In accordance with the 2nd item on the Agenda, it has been informed that the Annual report was published 21 days prior to the Annual General Meeting, and disclosed 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 related to the activities in 2015, prepared by the Company's Board of Directors was read by the record clerk. The discussion for the Annual Reports was opened. The motion was approved by a majority vote with 195,156,277.92 TL in in the affirmative and 110,448 TL against votes.
3. In accordance with the 3rd item on the Agenda, the Meeting Chairman requested the Report Summary issued by Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik Anonim irketi (a member firm of Ernst & Young Global Limited) with regard to 2015 accounting period to be read. Thereupon, the Independent Auditor Report Summary was read by Mr Doan Korkmaz, the record clerk of the Council. As this agenda topic was not subject to voting, the General Assembly of Shareholders was only informed thereabouts. 
4. In accordance with the 4th item on the Agenda, it has been informed that the consolidated financial statements was published 21 days prior to the Annual General Meeting, and disclosed through the Public Disclosure Platform, The Central Registry Electronic Annual General Meeting system, on the company's website, at www.tupras.com.tr. Mr Doan Korkmaz, the record clerk of the Council read a summary of the Balance Sheet and Income Statement. At the end of the discussions held, the Financial Tables for 2015, was approved by a majority vote with 195,156,277.92 TL in the affirmative and 110,448TL 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 2015. 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 194,693,219.92 TL in the affirmative and 573,506 against votes.
6. The company's Board of Directors proposal for the distribution of profit for the year 2015, which has been announced 21 days before the General Meeting, to the shareholders through Public Disclosure Platform, the company's website at www.tupras.com.tr, the Central Registry Agency Electronic System of the General Assembly and printed Annual Report Booklet has been started to be discussed.
According to the enclosed dividend distribution table in Appendix-1, which is the comparison between the financial statements for the accounting period 01.01.2015 and 31.12.2015, in compliance with the International Reporting Standards and statutory results, prepared by Turkish Petroleum Refineries Corporation, and audited by Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik A.. (a member firm of Ernst & Young Global Limited)
As a result of the examination of these financial statements of Turkish Petroleum Refineries Corporation, legal records kept in accordance with Tax Procedure Law (TPL);
According to the Capital Markets Law and Capital Markets Board Regulations, consolidated profit attributable to equity holders of the parent is in the amount of TL 2,550,168,000, and when donations to charitable organisations of 15,764,170.22 TL are added, the first assessment base for dividend is 2,565,932170,22 TL. 
According to the statutory records, with the deduction of TL 85,248,303.88 prior period losses from the profit of the current period year of TL 1,874,272,402.94, it was realized that TL 1,789,034,099.06 of net distributable profit exists from the current year and along with the other distributable reserves there is a total of TL 1,834,156,451.78 distributable profit.
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 2015, capital reserves exceed 20% of equity.
In accordance with the Capital Market Law, Capital Market Board Regulations, Company's Articles of Association and Dividend Distribution policy of our company, as per enclosed dividend distribution table, we propose the following profit distribution;
 1,627,724,800.00 - TL to be distributed as first dividend to shareholders
 161,520,384.00 - 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 TL 1,627,724,800.00 as cash, of which TL 1,621,581,044.29 is from non-exceptional earnings of the current period and TL 6,143,755.71 is from other reserves. Secondary legal reserves with a value of 161,520,384.00 of which 160,906,008.43 will be funded from other current year earnings and TL 614,375.57 will be funded from other reserves. TL 6,547,046.34 of current period profit year will be added to the extraordinary reserves. 
On this basis, a cash dividend of gross=net 6.50 TL is to be paid for one nominal stock worth 1.00 TL at a rate of 650% to our legally obligated corporate taxpayer shareholders and limited corporate taxpayer shareholders earning dividends through a Turkey-based business or permanent representation office and other shareholders are going to be paid a gross rate of 650% and net rate of 552.50%, a cash dividend of gross TL 6.50 and net TL 5.5250 to be paid for one nominal stock worth 1.00 TL 
The dividend distribution is set to begin on Wednesday, April 6th, 2016
The motion was accepted by a majority vote with 195,266,304.92 TL in the affirmative and 421 TL against votes.
7. According to permission of the reference to the notice, dated 28.03.2016 and numbered:3623 from Privatization Administration of The Turkish Republic and the reference to the notice, dated 29.03.2016 and numbered:3623 from The Directorate General of Domestic Trade of Ministry of Customs and Trade, the Company's Articles of Association has been revised in conformity with the received authorizations and attached to Annex-2. The motion for the changes of the Company's Articles of Association headed, "Purpose and The Field of Business of The Company" of Article 3, the "Capital" of Article 6, and "Assignment of Shares and Establishment of Usufruct on Shares" of Article 7, was accepted by a majority vote with 194,283,326.92 TL in the affirmative and 983,399 TL votes against.
8. In accordance with article 8 of Agenda, the meeting proceeded with the election of the Board Members. 
Mr. Doan Korkmaz, the record clerk of the Council has read the proposal for the members of the Board of Directors presented by the proxy of our shareholder, Enerji Yatrmlar A.. It has been informed that the resume of the Board Members have been announced to the public 21 days prior to the General Assemblymeeting at the Public Disclosure Platform, the Central RegistryElectronicsGeneral AssemblySystem'sorganization, the company's corporate webaddress atwww.tupras.com.tr,and printed in 2015Annual Reportand the resume of the new candidates for the Board;Mr Yaz Eypolu and Mr. Cengiz Yavilioluhas been read
The Ministry Commissar of Customs and Trade has seen the candidacy statements and assigns of those unable to participate the General Assembly. The number of Board Members were determined as 15 in total with 5 independent members, and TheBoard of Directors as Mustafa Rahmi Ko - TR ID Number 12001049568, Semahat Sevim Arsel - TR ID Number 29902866798, Mehmet mer Ko - TR ID Number 11992049892, Yldrm Ali Ko - TR ID Number 11989049966, Levent akrolu - TR ID Number 27226347542, Temel Kamil Atay - TR ID Number 39163572826, Blent Bulgurlu - TR ID Number 11899054074, Osman Turgay Durak - TR ID Number 13348799734, Erol Memiolu - TR ID Number 11140152948, Yaz Eypolu - TR ID Number 56203424310, and The independent members of the Board of Directors as Ahmet Turul - TR ID Number 16757264626, Gke Bayndr - TR ID Number 20225232468, Kutsan elebican - TR ID Number 18194308166, Osman Mete Altan - TR ID Number 24754777698, Cengiz Yaviliolu - TR ID Number 25639702408, (representing the Turkish Privatization Administration and an independent member) according to the reference to the notice, dated 08.03.2016 and number:1638 from Privatization Administration of The Turkish Republic) have been elected as Board Members to serve until the Ordinary General Assembly to be organised for the reviewing of the accounts of the year 2016. The motion was approved by a majority vote with 186,186,210.92 TL in the affirmative and 9,080,515 TL against votes.
9. It is stated that the Remuneration Policy for Members of Board of Directors and for Top Management prepared pursuant to the Corporate Governance Principles and under the Communiqu, Serial II, no. 17.1, of the Capital Markets Board is deemed to have been disclosed to shareholders and made public as published at the Public Disclosure Platform, at the Company's corporate website at www.tupras.com.tr, in the Electronic General Assembly System of Central Registry Agency Inc., and in 2015 printed Activity Report booklets before 21 days of the General Assembly Meeting, and that as mentioned in footnote no. 31 of our Financial Reports and in this context, the members of the Board of Directors and senior executive managers were provided for a total of TL 50,755 thousand. The motion was approved by a majority vote with 194,594,553.92TL in the affirmative and 672,172 TL against votes.
10. Mr. Erol Memiolu, 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 within the context of the Remuneration Policy for Members of Board of Directors and for Top Management. It was decided that an annual gross remuneration of TL 330.000 is to be paid, and payments to be made with equal instalments and commence the month following this General Assembly until the next General Assembly with the majority vote of 188,273,788.92 TL in the affirmative and 6,992,937 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, reference to the board resolution dated 01.03.2016 and numbered 6. Independent External Audit Corporation Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik Anonim irketi (A member firm of Ernst & Young Global Limited) has been elected as the independent audit company of our company for 2016 fiscal periods. The motion was approved by a majority vote with 189,071,396.92 TL in the affirmative and 6,195,329 TL against votes.
12. Information was given to the General Assembly regarding with Company's donations and grants policy for foundations and associations for social welfare purposes, prepared within the scope of Corporate Governance Communique of The Capital Market Board and the company's donation of TL 15,764,170.22 in 2015. Additionally, Mr. Doan Korkmaz has read the proposal presented by the proxy of our shareholder Enerji Yatrmlar A.. The proposal of setting the upper limit as TL 25.000.000 for the donations and Grants has been voted and approved by majority with the affirmative vote of TL 149,029,595.92 TL versus 46,237,130 TL of against votes. 
13. In accordance with the pertinent regulations of CMB, the General Assembly of Shareholders has been informed about securities, pledges, mortgages and other guarantees given by our Company and its affiliates in 2015 in favour of third parties, and earnings or benefits arising from such. It has been presented to the shareholders that, as stated in the footnote number 22 of the consolidated financial statements disclosed to the public, as of31.12.2015, 225,073 thousand TL had been given in favour of the Company's subsidiaries included in the scope of consolidation, in the form of securities, pledges, given mortgages and other guarantees and the resulting amount of invoices to these subsidiaries for this was 1,157 thousand TL. Our shareholders were also informed that this article would not be voted on, as it is included in the agenda only for information purposes.
14. Within the framework of the articles 395 and 396 of the Turkish Commercial Code and in the relevant regulations of the Capital Markets Board of Turkey granting permission to our shareholders who control the management, the Members of the Board of Directors and to our Board of Directors, senior executives and their spouses, and blood relatives and relatives by marriage up to second degree has been approved by a majority vote with 181,897,772.92 TL in the affirmative and 13,368,953 TL against votes. Information was given to the General Meeting that notransactions have been carried outin this contextinthe year2015. 
15. In the requests and expectations section of the agenda, shareholders expressed their wishes and comments. Then, having no other agenda topic to be discussed, the Meeting Chairman closed the meeting.
Representative of the Ministry, Mr. Veysi Uzunkaya asked whether there was any objections to decisions taken in the meeting from those participating either in person or by proxy and as per his request, it is recorded in the minutes that there were no objections raised.
This document of Meeting Minutes is issued and signed at the meeting place following the end of meeting. (04 April 2016)
Ministry Representative Chairman
Veysi Uzunkaya Erol Memiolu 
Vote Collector Vote Collector Secretary of The Minute
Yaz Eypolu  brahim Yelmenolu Doan Korkmaz

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