Summary Info
CMB approval for the Issue Certificate regarding the Partial Demerger Transaction
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
Related Companies
TUPRS, KCHOL
Board Decision Date
25.04.2022
Demerger Model
Partial demerger by way of share transfer to the shareholders
Company/Companies That Assets be Transferred Due to Demerger
Türkiye Petrol Rafinerileri A.Ş. (Tüpraş)
Scope of Activities of Company/Companies That Assets be Transferred Due to Demerger
Refinery, energy generation
Capital Increase of Company That Assets be Transferred Due to Demerger
12.418.659
Will Be Applied to Stock Exchange For Listing of Company That Assets be Transferred Due to Demerger?
No
Currency Unit
TRY
Date Of Financial Statements Base To Demerger
31.12.2021
Paid-in Capital (TL)
300.000.000
Target Capital (TL)
219.800.767
Share Group Info
Paid-in Capital (TL)
Share Exchange Rate
Capital To Be Decreased Due To Demerger (TL)
Capital To Be Decreased Due To Demerger (%)
Amount Of Bonus Issue From Internal Resources Due to Demerger (TL)
Rate Of Bonus Issue From Internal Resources Due to Demerger(%)
New Shares'' ISIN
Amount of Shares Issued Due To Demerger
AYGAZ, TRAAYGAZ91E0
300.000.000
0,15485
80.199.233
26,73307
TRATUPRS91E8
12.418.659
Capital Market Board Application Date Regarding Demerger
29.04.2022
Capital Market Board Application Result Regarding Demerger
APPROVAL
Capital Market Board Approval Date Regarding Demerger
07.07.2022
Date of Related General Assembly
25.08.2022
Was The Issue Of Demerger Negotiated? Was It Accepted?
Accepted
Capital Market Board Application Date
29.08.2022
Capital Market Board Application Result
APPROVAL
Capital Market Board Approval Date
31.08.2022
Date Of Registry
26.08.2022
Effective Date
01.09.2022
Payment Date
05.09.2022
Record Date
02.09.2022
Additional Explanations

Regarding the Partial Demerger Transaction, Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş") application to the Capital Markets Board (CMB) to approve the issue certificate regarding the increased capital amount was approved on August 31, 2022.

Accordingly, the issued capital of Tüpraş will be increased from TL 250,419,200 to TL 275,256,514 due to the transaction, while the issued capital of Aygaz will be decreased from TL 300,000,000 to TL 219,800,767. While Tüpraş's issued capital will increase by TL 24,837,314 due to the takeover through demerger, issued shares with a nominal value of TL 12,418,655 will be given to Koç Holding in exchange for Entek shares and the remaining nominal value of TL 12,418,659 will be given to Aygaz shareholders in exchange for Entek shares of Aygaz, as Aygaz will be executing partial demerger transaction through the model of share transfer to its shareholders.

According to the calculation based on Aygaz's decreased capital due to demerger, in return for 1 Aygaz A.Ş. (TRAAYGAZ91E0) share, 0.056499616309346 Tüpraş shares (TRATUPRS91E8) at the rate of 5.6499616309346% will be given to Aygaz shareholders in proportion to their shares. The exchange ratio reached by dividing the amount of Tüpraş shares to be given to Aygaz shareholders within the scope of the capital increase, by the amount of the capital decrease to be made in Aygaz, is calculated as 0.15485.

Within this context, the share distribution dates following the spin-off transaction are stated above.

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.