Summary Info
Extraordinary General Assembly Meeting invitation and Information Document for the Partial Demerger Transaction
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Extraordinary
Decision Date
20.07.2022
General Assembly Date
25.08.2022
General Assembly Time
13:00
Record Date (Deadline For Participation In The General Assembly)
24.08.2022
Country
Turkey
City
İSTANBUL
District
ÜSKÜDAR
Address
Kuzguncuk Mahallesi Azizbey Sok. No:1
Agenda Items
1 - Opening and election of the Chairman of the Meeting,
2 - Informing the shareholders within the scope of Turkish Commercial Code and CMB's Regulations regarding the partial demerger transaction to be discussed in the 3rd item of the agenda,
3 - In accordance with the Turkish Commercial Code, the Corporate Tax Law, the Capital Markets Law and the regulations related to these laws, as well as the provisions of the Trade Registry Regulation and other relevant legislation; approval or rejection of the proposal regarding the transfer of Entek Elektrik Üretimi A.Ş shares with a total nominal value of 471,363.816,52- TL, owned by our Company, to Türkiye Petrol Rafinerileri A.Ş. through a partial demerger transaction through share transfer model to its shareholders, and the Partial Demerger Agreement and the Partial Demerger Report prepared in this regard,
4 - Acceptance, acceptance after amendment or refusal of the Board of Directors' offer for amending Article 6 entitled "Capital" of the Company Articles of Association provided that all necessary approvals are received from relevant institutions,
5 - Wishes and Opinions.
Corporate Actions Involved In Agenda
Demerger
Capital Increase/Decrease
General Assembly Invitation Documents
Appendix: 1
Aygaz Genel Kurul Bilgilendirme Notu_25082022.pdf - General Assembly Informing Document
Appendix: 2
Aygaz GK İlan Metni_25082022.pdf - Announcement Document
Appendix: 3
Aygaz GM Information Document 25082022.pdf - General Assembly Informing Document
Appendix: 4
AYGAZ GM Invitation 25082022.pdf - Announcement Document
Additional Explanations

On 25.04.2022 Aygaz Board of Directors resolved to transfer 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. Simultaneously, the Entek shares registered in the assets of our controlling shareholder Koç Holding A.Ş. will be transferred to Tüpraş through a partial demerger transaction through the associates model. The issued capital of Aygaz will be decreased from TL 300,000,000 to TL 219,800,767 due to the transaction.

Following the approval of the transaction by the Capital Markets Board on 07.07.2022, Aygaz A.Ş.'s Extraordinary General Assembly Meeting shall convene on 25 August 2022 Thursday at 13:00 at the address of Kuzguncuk Mahallesi Azizbey Sok. No:1 Üsküdar/İstanbul to discuss the partial demerger transaction with the attached agenda.

The invitation letter that includes the agenda and the proxy form and information document that includes agenda items and disclosures required by Capital Markets Board's legislations are attached.

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.