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The Board of Directors of Turcas Petrol A.Ş. ("Company") convened on 10.03.2025 at the Company's Headquarters in Istanbul to take the following decisions:
It has been resolved with unanimity by those attending the meeting that:
1) Considering that the Company has been operating through its subsidiaries since 2006 and has been functioning as a holding company despite not having a trade name as such, in order to reflect this de facto situation – not limited to the oil/energy sector – in the Company's Articles of Association, to enable potential investors to see the Company's structure more quickly and clearly and to enable the implementation of projects within Turkey and abroad that will enhance the Company's value, to amend the "Purpose and Scope" (Amaç ve Konu) and the "Trade Name" (Unvan) provisions of the Company's Articles of Association in accordance with the Amendment Text provided in the Annex, to change the Company's trade name to "Turcas Holding A.Ş." accordingly ("Transaction"), and the Company to continue its activities through its subsidiaries,
2) for the purposes and reasons explained above and in order to obtain the necessary approvals for amending the Company's Articles of Association in accordance with the Amendment Text provided in the Annex, to submit the necessary applications to the Capital Markets Board ("Board") and the Ministry of Trade ("Ministry"),
3) to submit the Transaction to the approval at the first general assembly of the Company to be held after obtaining the Board and the Ministry approvals,
4) to regard the Transaction as a significant transaction pursuant to Article 23 of the Capital Markets Law No. 6362 ("CMB") and Article 4/3 of the Communiqué on Significant Transactions and Withdrawal Right (II-23.3) ("Communiqué"),
5) due to the fact that the Transaction is regarded as a significant transaction, the persons identified as shareholders of the Company as of 10.03.2025 which is the date the related board of directors' resolution has been publicly disclosed, shall have a right to exercise their withdrawal rights by selling their shares to our Company pursuant to Article 24/1 of the CMB and Article 11 of the Communiqué, provided that they attend the general assembly meeting, cast a negative vote on the agenda item related to the Transaction, and record their dissent in the general assembly meeting minutes,
6) the price at which the withdrawal right will be exercised to be designated as TRY 26.97 as per Article 14/1 of the Communiqué, which is the arithmetic average of the daily adjusted weighted average prices that occurred on the stock exchange within the last thirty-day period preceding 10.03.2025 which is the date the related board of directors' resolution has been publicly disclosed,
7) to submit the matter of abandoning the Transaction to the approval of the general assembly if the total cost that our Company will have to incur as a result of the shareholders exercising their withdrawal right exceeds TRY 50,000,000 (Fifty Millions Turkish Lira) and to determine the referred amount as the cap, as per Article 8/3 of the Communiqué.
Two out of the three Independent Board Members of the Company voted in favor of this Board of Directors' resolution. One Independent Board Member was unable to physically attend the meeting where the resolution was adopted and, therefore, did not cast a vote. However, this Independent Board Member did not submit any dissenting opinion.
ANNEX: Amendment Text
Best regards,
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