MINUTES OF THE ORDINARY GENERAL … 1 - It was resolved in line with the proposal ... Mr. Clive Mark Hyman and Mr. Haluk Kaya be ... THE ORDINARY GENERAL ASSEMBLY MEETING DATED 16

Convenience translation

Istanbul 1318709.4

OMV PETROL OFİSİ ANONİM ŞİRKETİ

MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012

The Ordinary General Assembly Meeting of OMV Petrol Ofisi Anonim Şirketi was held on May 16, 2013 at 10:00 at the headquarters of the Company in Eski Büyükdere Caddesi, No:38, Maslak, Şişli, Istanbul under the supervision of the Ministry Representative Mr. Nevzat Özer appointed by the Istanbul Provincial Directorate of the Ministry of Customs and Commerce with its letter no. 15455, dated May 15, 2013. The invitation to the meeting including its agenda, date and place was duly announced in the Turkish Trade Registry Gazette no. 8305 dated April 22, 2013 and published on the website of the Company, www.poas.com.tr on April 19, 2013 as stated in the Turkish Commercial Code and Articles of Association. It was determined pursuant to Article 1527 subparagraphs 5 and 6 of the Turkish Commercial Code that the Company made the preparations for the electronic general assembly in accordance with the legal provisions. Mr. Alper Yücel as “Central Registry Agency Electronic General Assembly System Certificate Expert” was appointed by the member of the Board of Directors, the CEO, Gülsüm Azeri to use the electronic general assembly system and the General Assembly Meeting was initiated simultaneously in physical and electronic platforms. It was understood upon examination of the List of Attendees that 41,007 shares representing TRY 41,007.300 was represented by principal and 560,148,038 shares representing TRY 560,148,098.814 of the share capital was represented by proxy from the 577,500,000 shares representing the Company’s total share capital in the amount of TRY 577,500,000; so that the meeting quorum as per the agenda required by the Turkish Commercial Code and the Articles of Association was met, Gülsüm Azeri as the representative of the Board of Directors, member of the Executive Committee Reinhard Pichler and members of the Board of Auditors Hacı İsa Baydoğan and İsmail Aydın Günter were present and such were confirmed and declared by the Ministry Representative and the meeting was opened by Ms. Gülsüm Azeri and discussions on the agenda commenced. Article 1 - It was resolved in line with the proposal submitted by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. by the majority of 560,184,264 affirmative votes against 4,781 negative votes that the Presiding Board was comprised of Ms. Gülsüm Azeri as the Chairman, Ms. Gül Özdinç and Buluş Orhan as the Vote Collectors and Mr. İlhan Kul as the Secretary. The Presiding Board was authorized to sign the General Assembly minutes. Article 2 - In line with the proposal submitted by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. it was resolved by the General Assembly with the majority of 560,184,264 affirmative votes against 4,781 negative votes that the Board of Directors Activity Report not be read as it was distributed to the shareholders attended to the meeting. The main items of the Financial Statements and Profit Statements and Report of the Board of Auditors for the year 2012 and the opinions section of the Independent External Audit Report were read. Financial Statements and Profit Statements and Report of the Board of Auditors were discussed and also in line with the proposal, the approval of the new Members of the Board of Directors appointed to replace the resigned members within the financial year in accordance with Article 413/3 of the Turkish Commercial Code was commenced. It was presented to the information and approval of the General Assembly that; Austrian citizen Gerhard Dr. Roiss residing at the address of Trabrennstrasse 6-8, 1020 Vienna, Austria with tax number 3130539303; UK citizen David Charles Davies residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 2710723927; Dutch citizen Jacobus Gerardus Huijskes residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number

http://www.poas.com.tr/

Convenience Translation OMV PETROL OFİSİ ANONİM ŞİRKETİ

MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING

DATED 16 MAY 2013 FOR THE FISCAL YEAR 2012

2 Istanbul 1318709.4

4640554103; German citizen Hans-Peter Floren residing at the address of Elsaßstraße 74, 45259 Essen, Germany with the tax number 3880667097; Austrian citizen Stefan Waldner residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 6100378968; and Turkish citizen Tulu Gümüştekin Terzioğlu residing at the address of Ahi Evran Cad., Polaris Plaza, Kat 15, N:63, 34398 Maslak, İstanbul with Turkish ID number 32335807764 representing OMV Aktiengesellschaft, resigned and appointed as the real person Member of the Board of Directors and Austrian citizen Manfred Leitner residing at the address of Trabrennstrasse 6-8 1020, Vienna, Austria with the tax number 6080449223; Turkish citizen Gülsüm Azeri residing at the address of Eski Büyükdere Cad. No: 37 Maslak, İstanbul with Turkish ID number 23330085622 representing OMV Petrol Ofisi Holding A.Ş., resigned and appointed as the real person Member of the Board of Directors; were appointed by the Board of Directors’ resolution and such changes were approved with the majority of 560,148,538 affirmative votes against 40,507 negative votes. One of the shareholders Mr. Çetin Ganioğlu took the floor and delivered the warning that the Company was not managed well, did not make enough profit in the last three years and could not pay taxes and voted negatively. One of the shareholders attended to the meeting in electronic platform, Mr. Jilber Topuz delivered the warning that: “The Company was managed unsuccessfully by OMV Management, competitive distributor Opet A.Ş. closed the year 2012 with the profit in the amount of TRY 250 million and OMV could only profit in the amount of TRY 15,43 million. The Management have to take measures increasing the stability urgently in order to distribute dividend to the shareholders. There are not any successful result in the Board of Directors Activity Report satisfying the shareholders. Regarding the Stock Exchange value, in a period when Bist100 broke a record, the shares of the Company are priced 25-30% below than the amount paid to Doğan Holding’s share in the year 2010 in the Stock Exchange.” Article 3 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes to release severally the members of the Board of Directors and Auditors from their activities in the year 2012. None of the members of the Board of Directors joined voting of their releases. Mr. Jilber Topuz delivered the warning for this item of the agenda that: “A product without marker was detected in Samsun terminal of the Company and EMRA sentenced the Company for this reason. The investors were not informed by the Company even after such a big incident which may cause the cancellation of the license. Is any public action filed for this issue? Is there any possibility of the cancellation of the license? Are the responsible parties determined and necessary punishments were inflicted? Is the Company acquitted from this crime? I do not release the members of the Board of Directors and I reserve my rights to sue the members of the Board of Directors for compensation of all damages arisen out of this crime of the company regarding petroleum smuggling.” Articles 4 - The discussions on election of the Independent Members of the Board of Directors, their terms of office and attendance fees were commenced. It was resolved upon the proposal of OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. by the majority of 560,148,538 affirmative votes against 40,507 negative votes Mr. Clive Mark Hyman and Mr. Haluk Kaya be elected as the Independent Members of the Board of Directors for one year, each be paid annually in Turkish Liras corresponding to the gross amount of EUR 30,000.





Article 5 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the Board of Directors be allowed to enter into transactions stated in Articles 395 and 396 of the Turkish Commercial Code. Article 6 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the election of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young) to conduct the independent audit of the financial statements for the financial year January 1, 2013- December 31, 2013 of the Company be approved. Article 7- The dividend distribution policy of the Company and the proposal of the Board of Directors for the year 2012 was read. It was understood that the “Distributable Net Dividend of the Financial Period” which is calculated in line with the principles laid out in the Communique Serial No: XI No: 29 of the Capital Market Board (“CMB”), International Accounting Principles, International Financial Reporting Standards and relevant decisions of the CMB is TRY 11,725,838.67 and based on the dividend distribution principles of CMB and financial needs of the Company, it was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that dividend will be distributed for the financial year of 1 January 2012 and 31 December 2012 and the remaining amount which is calculated after the first statutory reserve is separated from the net distribution of TRY 99,909,734.94 to be transferred to the Company reserve for the contingencies. Article 8 - The Donation and Charity Policy of the Company was read pursuant to the Additional Article 1.3.11 of the Communiqué on Determination and Application of the Corporate Governance Principles Serial No: IV No: 56 of CMB by OMV Aktiengesellschaft and OMV Petrol Ofisi Holding A.Ş. and the information on the donation amount made to various institutions in 2012 equal TRY 1,291,219.75 was presented to the shareholders. It was resolved by the majority of 560,153,319 affirmative votes against 35,726 negative votes that the upper limit for donations in 2013 will be TRY 2,500,000 (two million five hundred Turkish Liras). Our shareholder Mr. Çetin Ganioğlu took the floor and stated that given the current financial situation of the Company, the Company should not donate, and granted a negative vote against the upper limit for donations in 2013. Article 9 - The shareholders were informed that all transactions including the extensive and continuous transactions executed with the relevant parties, mortgages, pledges and other securities granted on behalf of the third parties and it was stated that this item in the agenda was for information purposes only, therefore would not be voted. Reinhard Pichler took the floor and answered the inquiries of Mr. Jilber Topuz and Mr. Çetin Ganioğlu. Article 10 - Pursuant to the Additional Articles 2.1.2 and 4.6.2 of the Communiqué on Determination and Application of the Corporate Governance Principles Serial No: IV No: 56 of CMB, the Company Fee Policy and Information Policy were read and it was stated that this item of the agenda was for information purposes, therefore would not be put to the vote. Article 1 - “The Internal Regulation on the Methods and Principles of the General Assembly” which was accepted by the Board of Directors and announced in the Public Disclosure Platform (PDP) and website of the Company www.poas.com.tr and Electronic General Assembly System of the Central Registry Agency was presented to the General Assembly and approved by the majority of the 560,148,538 affirmative votes against 40,507 negative votes.

http://www.poas.com.tr/





Article 12 - It was resolved by the majority of 560,148,538 affirmative votes against 40,507 negative votes that the attached amendment deed amending the Articles 1, 3, 4, 6, 7, 9, 10, 11., 12, 13, 19, 20, 24, 26, 27 and 28 of the Articles of Association and removing the Provisional Article 1 from the Articles of Association which was approved by the CMB with its letter dated 2 May 2013 numbered 29833736-110.03.02-1428-4689 and the letter of Ministry of Customs and Commerce dated 6 May 2013 and numbered 67300147/431.02-4047-551244-4914-3596 be approved and the articles in the amendment deed be replaced with the new ones. Article 13 - The grounds for the rejection by the Board of Directors of Mr. Jilber Topuz’s request to add an item to the general assembly agenda for the appointment of special auditor in order to further review the administrative fine imposed on the Company by EMRA for the insufficient level of national marker found in the petroleum in Samsun Terminal and for further review of the Company’s application to the CMB delisting, by the Board of Directors, are explained as follows: “During the inspection of EMRA to Samsun Filling Facility of the Company, it was found that the national marker level in the petroleum (fuel oil) taken from one of the tanks was below the legally prescribed levels. Based on the inspection results, the Provincial Customs Directorate initiated a criminal lawsuit against two of our employees before Samsun Criminal Court of First Instance. The Criminal Court ruled for the acquittal of the employees since there is no misconduct or illegal activity. The ruling of the court was appealed by the Provincial Customs Directorate and we are expecting it to be finalized in favour of us. The Company conducted the delisting procedures in accordance with the legal and administrative regulations. The CMB reviewed the steps taken and did not find any violation of the legislation. Furthermore, one of our shareholders initiated a lawsuit against the Company before Istanbul 2nd Court of Commerce based on the results of the inspection. The Court ruled that our Company has no misconduct or negligence in the abovementioned results and dismissed the case. The ruling of the Court in the lawsuit became final.” Mr. Jilber Topuz further inquired: “What is the future strategy of OMV for the publicly held shares of 3%? Do you plan to use the squeeze out and exit rights prescribed for minority shareholders under the new Capital Markets Law? I hereby also request my shares to be bought from a fair price not less than latest tender offer price of TRY 7,01 per share pursuant to the 2nd paragraph of Article 27 of the new Capital Markets Law.” Shareholder Mr. Çetin Ganioğlu took the floor and expressed his opinions regarding the delisting and requested the Company to explain its strategy in this respect. Also, Mr. Jilber Topuz requested the appointment of special auditor in order to further review the grounds of the transactions of the Board of Directors and managers responsible for the administrative fine imposed on the Company by EMRA for the insufficient level of national marker found in the petroleum in Samsun Terminal and for further and the inconsistent decisions which misled the market, of the Board of Directors on abandoning the idea of application to the CMB for delisting in the year 2011. Additional Article 14 - The request to appoint a special auditor was discussed by adding an item to the agenda and it was refused by majority with 560,148,538 votes against 40,507 affirmative votes.





The meeting was closed since no other shareholder expressed any wishes or proposals of the shareholders and no items left to be discussed in the agenda.

________________

Ministry Representative

Nevzat Özer

________________

Chairman of the Presiding Board

Gülsüm Azeri

________________

Vote Collector

Gül Özdinç

________________

Vote Collector

Buluş Orhan

________________

Secretary

İlhan Kul

Istanbul 1311489.2

The Internal Directive on the Working Principles and Procedures of the General Assembly of

OMV Petrol Ofisi Anonim Şirketi

PART ONE

Purpose, Scope, Basis and Definitions

Purpose and Scope

SECTION 1 – (1) The purpose of this Directive is to set forth the working principles and procedures of

the general assembly of OMV Petrol Ofisi Anonim Şirketi in accordance with the Code, the applicable

laws and regulations and the articles of association. This Internal Directive applies to any and all

ordinary and extraordinary meetings of the general assembly of OMV Petrol Ofisi Anonim Şirketi.

Basis

SECTION 2 – (1) This Internal Directive has been prepared by the board of directors in accordance

with the Regulation on the Principles and Procedures Applicable to the General Assembly Meetings of

Joint Stock Companies and the Representatives of the Ministry of Customs and Commerce that will be

Present at such Meetings.

Definitions

SECTION 3 – (1) For the purposes of this Internal Directive:

a) “Session” refers to a one day meeting of the General Assembly;

b) “Code” refers to the Turkish Commercial Code No. 6102 dated January 13, 2011;

c) “Sitting” refers to each part of a session interrupted by coffee breaks, lunch breaks or for any

other reason;

d) “Meeting” refers to any ordinary or extraordinary meeting of the general assembly;

e) “Meeting administration” refers to a committee composed of a chairman appointed by the

general assembly in accordance with Article 419, Paragraph 1 of the Code, in order to

administer the meeting; a vice chairman that may be appointed by the general assembly, if

necessary; a secretary appointed by the chairman; and a vote collector appointed by the

chairman, if necessary.

PART TWO

Working Principles and Procedures of the General Assembly

Applicable Provisions

SECTION 4 – (1) Each meeting shall be held in accordance with the provisions of the legislation and

the articles of association governing the general assembly.

Istanbul 1311489.2

Entry to the Meeting Venue and Preparations

SECTION 5 – (1) Only the shareholders or their proxies mentioned in the list of attendees prepared by

the board of directors; the members of the board of directors; the statutory auditor, if any; the

representative of the Ministry, if any; other persons chosen or appointed by the meeting

administration; other administrators; employees; guests; video and audio technicians; and press

members may enter the meeting venue.

(2) When entering the meeting venue, any shareholder, who is a real person, or in case the meeting is

held in electronic environment, any proxy appointed at the electronic general assembly meeting

system set up in accordance with Article 1527 of the Code is required to show his/her identity card;

any proxy representing a real person shareholder is required to show his/her identity together with

his/her proxy letters; any person representing a shareholder, which is a legal entity, is required to

show his power of attorney; and those who are enter the meeting venue by showing the

aforementioned documents are required to sign the relevant sections of the list of attendees. These

checks shall be performed by the board of directors, or one or more members of the board of directors

appointed by the board of directors for this purpose, or one or more persons appointed by the board

of directors for this purpose.

(3) The board of directors shall ensure the arrangement of a meeting venue big enough to take all

shareholders, and the availability of any and all office supplies, documents, tools and equipment that

may be necessary during the meeting at the meeting venue. Meetings may be recorded by means of

audio and video devices.

Opening the Meeting

SECTION 6 – (1) General Assembly may be convened , with a Board of Directors Resolution, in the

headquarters of the Company or in another convenient place within the city where the headquarters is

located or in any other place determined with a Board of Directors’ Resolution. The meetings will be

held in the place stated in the text of announcement. For the purpose of increasing the attendance of

the shareholders, the meeting may be held in the place where the majority of shareholders are residing

within Turkey. Each meeting will be opened at the previously announced time (The provisions of

Article 416 of the Code on meeting without call are reserved.) by the president, the vice president or a

member of the board of directors, upon the establishment of the fact that the quorums set forth in

Articles 418 and 421 of the Code and Article 29 of the Capital Markets Law are met, and the recording

of this fact.

Composition of the Meeting Committee

SECTION 7 – (1) Chaired by the person opening the meeting in accordance with Article 6 of this

Internal Directive, the general assembly will first appoint a person among the nominees, who are not

required to be shareholders, as the chairman responsible for the administration of the meeting, and a

vice chairman, if necessary. The General Assembly Meetings will be presided by the Chairman or

Vice Chairman of the Board of Directors and in their absence; any of the member of Board of

Directors.

(2) The General Assembly will appoint one secretary and one vote collectors who are not required to

be shareholders. Also, in case the General Assembly meeting will be held in electronic environment,

the specialists will be appointed by the Chairman for the purpose of carrying out the technical works

at the time of meeting.

Istanbul 1311489.2

(3) The meeting committee is authorized to sign the minutes of the meeting, and any other documents

supporting the minutes.

(4) The chairman of the meeting shall act in accordance with the provisions of the Code, the Articles of

Association and this Internal Directive while chairing the general assembly meeting.

Duties and Authorities of the Meeting Committee

SECTION 8 – (1) The meeting committee chaired by the chairman shall perform the following duties:

a) To check whether or not the meeting is held at the address mentioned in the announcement; and

whether or not the venue of the meeting is suitable for the meeting, if the venue is mentioned in

the Articles of Association;

b) To check whether or not the General Assembly has been invited to the meeting by an

announcement made in accordance with the procedure set forth in the Articles of Association, an

announcement placed in the Company’s website, if the Company is required to have a website,

and an announcement placed at the Turkish Trade Registry Gazette; whether or not this

announcement has been made at least 3 (three) weeks before the date of the meeting; whether or

not a notice mentioning the date and the agenda of the meeting and the newspapers where the call

to the meeting was or will be announced has been sent by registered mail return receipt requested

to the shareholders who had previously notified their addresses to the Company by submitting

their share certificates or any other document evidencing their shareholding; and to indicate their

findings in the minutes of the meeting;

c) To check whether or not any unauthorized person has entered the meeting venue, and whether or

not the board of directors has performed its duties set forth in Section 5, Paragraph 2 of this

Internal Directive on the entry to the meeting venue;

d) In the event that the meeting is convened without call in accordance with Article 416 of the Code,

to check whether or not all shareholders or their proxies are present; whether or not any

shareholder or proxy has an objection to the meeting without call; and whether or not the meeting

quorum is met throughout the meeting;

e) To check whether or not the articles of association, as amended; the share ledger; the annual

activity report of the board of directors; the audit reports; the financial statements; the agenda of

the meeting; the proposed amended text of the articles of association as prepared by the board of

directors if the agenda includes an item on the amendment of the articles of association; the

authorization letter obtained from the Ministry of Customs and Commerce, together with the

proposed amendment text, if such amendment to the articles of association requires the

authorization of the Ministry; the authorization letter obtained from Capital Markets Board; the

list of attendees prepared by the board of directors; the minutes showing the postponement of the

meeting, if the previous meeting was postponed; and the other necessary documents related to the

meeting are present at the meeting venue; and indicate this in the minutes of the meeting;

f) To check the identities of those attending the general assembly meeting as shareholders and

proxies by signing the list of attendees, upon any objection or if necessary; and to check the

accuracy of the proxy letters;

Istanbul 1311489.2

g) To check whether or not the members of the executive committee, at least one member of the

board of directors and the statutory auditor, if the company is subject to statutory audit; and to

indicate this in the minutes of the meeting;

h) To administer the proceedings of the General Assembly in accordance with the agenda; prevent

the General Assembly from discussing any issue not included in the agenda, save for the

exceptions set forth in the Code; ensure the order of the meeting, and take necessary measures to

that effect;

i) To open and close the sessions and the sittings, and close the meeting;

j) To read out or appoint a person to read out any and all resolutions, drafts, minutes, reports,

proposals and other documents related to the items discussed, and allow those wishing to speak

take the floor;

k) To hold organize the voting of the resolutions to be passed by the General Assembly, and

announce the results of any such voting;

l) To check whether or not the meeting quorum is met at the beginning of, during or at the end of

the meeting, and whether or not the decisions are taken in accordance with the quorums set by the

Code and the Articles of Association;

m) To announce to the General Assembly any notice given by the representatives referred to in

Article 428 of the Code;

n) To prevent those deprived from their right to vote under Article 436 of the Code from voting

regarding any resolution referred to in the aforesaid Article; and to supervise any and all kinds of

limitations imposed by the Code and the Articles of Association regarding the voting rights and

the preferred votes;

o) To postpone the discussions on the financial statements and the relevant matters upon the request

of the shareholders holding one twentieth of the share capital, in order to be discussed at the

meeting to be held one month later, without any resolution being passed by the General Assembly

to that effect;

p) To ensure that the minutes are kept in connection with the proceedings at the General Assembly

meeting and that the objections are indicated in the minutes; to sign the resolutions and the

minutes; and to indicate the affirming and dissenting votes regarding any resolution passed at the

meeting, in a manner beyond question;

q) To deliver the minutes of the meeting, the annual activity report of the board of directors, the

audit reports, if the Company is subject to statutory audit, the financial statements, the list of

attendees, the agenda, the proposals, the ballot papers, if any, and the voting records as well as

any and all documents related to the meeting at the end of the meeting to a member of the board

of directors present at the meeting by signing a delivery note.

Proceedings before the discussions on the agenda

SECTION 9 – (1) The chairman of the meeting shall read out the agenda of the general assembly

meeting or have it read out. The chairman shall ask whether or not there is a proposal on the order of

Istanbul 1311489.2

the discussions on the agenda items, and if there is such a proposal, submit this proposal to the

approval of the general assembly. The order of the discussions on the agenda items may be changed

by the majority of the votes of those present at the meeting.

Agenda; discussions on the agenda items

SECTION 10 – (1) The agenda of an ordinary general assembly meeting shall include the following:

a) Opening and the composition of the meeting committee;

b) Discussions on the annual activity report of the board of directors, the auditor reports, if the

company is subject to statutory audit, and the financial statement;

c) Release of the members of the board of directors, and the auditor, if any;

d) Election of the members of the board of directors, and the auditor, if the company is subject to

statutory audit, whose term of office has expired;

e) Setting the remunerations, bonuses, premiums and other social benefits of the members of the

board of directors;

f) Determining how to use and distribute the profits, and establishing the dividends;

g) Discussions on the proposed amendments to the articles of association, if any;

h) Other necessary matters.

(2) The agenda of an extraordinary general assembly meeting shall contain the matters that require

such meeting.

(3) Save for the exceptions below, no matter other than those in the agenda shall be discussed or

resolved:

a) If all shareholders are present, it may be unanimously resolved to append new items to the

agenda.

b) The general assembly shall resolve any request made by a shareholder for special audit in

accordance with Article 438 of the Code, whether or not this request is included in the agenda.

c) The dismissal or replacement of any member of the board of directors is regarded as a matter

related to the discussions on the year-end financial statements, and shall be discussed and

resolved upon request, whether or not it is included in the agenda.

d) The dismissal or renewal of the members of the board of directors shall be included in the

agenda of the meeting with the majority of the votes given by those present, if there are valid

reasons, such as corruption, incompetence, breach of loyalty, inability to perform duties as a

result of membership in various companies, dissension, abuse of authority, whether or not it

is included in the agenda.

(4) No agenda item discussed and resolved at a general assembly meeting shall not be discussed and

resolved again, unless a resolution on the contrary is passed by the unanimous votes of those present.

Istanbul 1311489.2

(5) Any item that the Ministry may request to be discussed in the general assembly meeting of the

company, as a result of its inspection or for any other reason, shall be included in the agenda.

(6) It is mandatory for the publicly held Companies, without complying with the commitment to the

agenda principle, to add the issues which are requested by the Capital Markets Board to be discussed

or be announced to the shareholders, in their agenda.

(6) The agenda shall be determined by the person calling the general assembly to the meeting.

Taking the floor during a meeting

SECTION 11 – (1) Any shareholder or any other interested party wishing to take the floor during the

discussions on an agenda item shall apply to the meeting committee. The meeting committee shall

announce the persons that are to take the stand and allow them to speak in the order of their

applications. If it’s the turn of a person who’s not present at the meeting venue at such time, such

person loses the right to take the floor. These persons shall address the general assembly from a

special stand assigned to this purpose. The persons that are to take stand may change their order of

appearance among themselves. If a person exceeds the time period allocated to him/her to address the

general assembly, he/she may continue with his/her speech, if the person who is entitled to make a

speech after him/her allows him/her to continue with his/her speech, provided that he/she shall not

exceed the time allocated to the latter. The time period allocated to the speech of a person shall not be

extended in any other manner.

(2) The chairman of the meeting may allow the members of the board of directors and the auditor to

the floor without taking into consideration the speaking order, if they wish to comment on any matter

being discussed.

(3) The general assembly shall decide on the duration of the speeches, upon the proposal of the

chairman or the shareholders, taking into consideration the schedule, the number and the importance

of the items to be discussed, and the number of persons wishing to take the floor. in such event, the

general assembly shall separately vote and resolve on whether or not it is necessary to limit the

duration of such speeches, and then such duration.

(4) In case the meeting will be held in electronic environment, in accordance with Article 1527 of the

Code, the principles and procedures set forth in the said Article apply to the comments and proposals

of the shareholders or their proxies attending a general assembly meeting in electronic media.

Voting; voting procedure

SECTION 12 – (1) The chairman of the meeting shall explain to the general assembly the item

regarding which the voting is to be held, before proceeding to the voting. If the voting is to be held

regarding a draft resolution, this draft shall be read out and it shall be proceeded to the voting. After it

has been announced that voting shall take place, giving floor to a person can only be done regarding

procedural issues. If it has been omitted to give the floor to a person, despite his/her application,

he/she shall be given the floor if he/she reminds such application and it is confirmed by the chairman.

No person is allowed to take the floor once the voting starts.

(2) The voting regarding the items discussed at the meeting shall be made by show of hands, by

standing up one by one, or saying yes or no one by one. These votes shall be counted by the meeting

committee. If necessary, the meeting committee may appoint a sufficient number of persons to help

the committee in counting the votes. Those who do not show their hands, stand up or say nothing

Istanbul 1311489.2

shall be regarded as giving a dissenting vote, and their votes shall be regarded as against the relevant

resolution. The Chairman may change the voting method.

(3) In case the meeting will be held in electronic environment, in accordance with Article 1527 of the

Code, the principles and procedures set forth in the said article and the secondary legislation shall

apply to the voting by the shareholders or their proxies attending a general assembly meeting in the

electronic environment.

Preparing the minutes of the meeting

SECTION 13 – (1) The chairman of the meeting shall sign the list of attendees showing the

shareholders or their proxies present at the meeting, their shares, and the classes and values of their

shares. The minutes of the meeting shall be prepared in accordance with the principles set forth in the

Code and the applicable laws and regulations, by ensuring that a summary of the questions asked and

answers given at the general assembly meeting and the number of the affirmative and dissenting

votes on each agenda item are clearly indicated in the minutes.

(2) The minutes of the general assembly meeting shall be inscribed legibly by hand in pen-and-ink or

typed at a typewriter or a computer at the meeting venue during the meeting. If a computer is to be

used for typing the minutes, there must be a printer for taking the printouts of the minutes.

(3) The minutes shall be at least in two copies, and each page of the minutes shall be signed by the

meeting committee and the representative of the Ministry, if present.

(4) The minutes shall contain the name of the company; the date and venue of the meeting; the total

nominal value of the shares in the company; the number of the shares; the number of shares

represented in person or by proxy at the meeting; the name and surname of the representative of the

Ministry, if present, and the date and reference number of his/her authorization letter; whether or not

an announcement has been made in order to call the general assembly to the meeting; and the details

of the announcement, if the call to the meeting has been announced.

(5) The number of votes given regarding the resolutions passed at the meeting shall be mentioned in

figures and letters, in a manner avoiding any doubt.

(6) The names and surnames of those that have given dissenting votes regarding any resolution

passed at the meeting and wishing to have their dissent indicated in the minutes as well as their

reasons of dissent shall be mentioned in the minutes.

(7) If the reason for dissent is presented in written form, this document shall be attached to the

minutes. The minutes shall show the name and surname of the shareholder or his/her proxy declaring

his/her dissent, and it shall be mentioned that his/her letter of dissent is attached to the minute. The

letter of dissent attached to the minutes shall be signed by the meeting committee and the

representative of the Ministry, if present.

Procedure at the end of the meeting

SECTION 14 – (1) The chairman of the meeting shall deliver a copy of the minutes of the meeting and

any and all other documents related to the general assembly meeting to one of the members of the

board of directors present at the end of the meeting. A separate delivery report shall be prepared in

order to document this delivery.

Istanbul 1311489.2

(2) The board of directors is required to submit a notarized copy of the minutes within fifteen days

following the date of the meeting, and register and announce any matter referred to in the minutes

that should be registered and announced.

(3) The minutes of the meeting shall also be posted to the company’s website within fifteen days

following the general assembly meeting, if the company is required to have a website.

(4) The chairman of the meeting shall also deliver a copy of the list of attendees, the agenda and the

minutes of the general assembly meeting to the representative of the Ministry, if present.

Attending a meeting in electronic media

SECTION 15 – (1) If it is allowed to attend a general assembly meeting in electronic environment in

accordance with Article 1527 of the Code, the board of directors and the meeting committee shall take

the actions referred to in Article 1527 of the Code and the other applicable laws and regulations.

Attendance to the electronic general assemblies of the companies that have de-materialized shares are

carried out via electronic system provided by the Central Registry Agency.

PART THREE

Miscellaneous

Presence of the Ministry’s representative, documents related to the general assembly meeting

SECTION 16 – (1) If the Ministry’s representative is required to be present at a meeting, the

provisions of the Regulation on the Principles and Procedures Applicable to the General Assembly

Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and

Commerce that will be Present at these Meetings shall apply to the applications filed for the presence

of the representative and the duties and authorities of the representative.

(2) The list of those that may attend a general assembly meeting and the list of attendees as well as the

proxy letters to be issued are subject to the provisions of the Regulation referred to in the first

paragraph. The relevant provisions of the Regulation on General Assemblies of Joint Stock

Companies Held in Electronic Environment and Capital Markets Law are reserved.

Matters not referred to in this Internal Directive

SECTION 17 – (1) If during a meeting a matter that is not referred to in this Internal Directive arises, it

shall be proceeded in accordance with the resolution to be taken by the general assembly.

Approval of and amendments to this Internal Directive

SECTION 18 – (1) This Internal Directive shall be enforced, registered and announced by the board of

directors upon the approval of the general assembly of OMV Petrol Ofisi Anonim Şirketi. Any

amendment to this Internal Directive will also be subject to this procedure.

Entry into force

SECTION 19 – (1) This Internal Directive has been approved at the general assembly meeting of OMV

Petrol Ofisi Anonim Şirketi held on ……………; and will enter into force upon its announcement at

the Turkish Trade Registry Gazette.

1

OMV PETROL OFİSİ A.Ş.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

OLD TEXT NEW TEXT

Art. 1: Introduction

The articles of association of OMV Petrol Ofisi

A.Ş: dated on 21.11.1974, registered with the

trade register no.29204, as subsequently

amended on 08.06.2010 are amended and

changed, as follows:

Art. 3: Objects of Activity of the Company

The object of the company comprises:

(1) to procure and sell fuel products from

domestic and foreign markets; to organize

the distribution, storage and the sale of

refinery by-products;

(2) to produce and blend any kind of lubricants

and grease as well as side products,

establish the necessary facilities for their

production and blending; whole-sale and

retail-sale, import and export, production

and import substances required for the

production of lubricants and greases;

production, whole-sale and retail-sale of

supporting products such as anti-freeze,

automotive gas, industrial detergents and

other non-oil products;

(3) to transport (with any kind of vehicle) from

the production points to its own warehouses

and between its own warehouses and the

operation of marine tankers as part of its

own operations; to perform activities under

the scope of land transport regulations and

to carry-out domestic fuel transport

activities;

(4) to build, construct (or have built and

constructed by third parties), buy, lease and,

if required, rent and sell tanks, any kind of

containers, land transport vehicles required

for the storage and transport of fuels and

mineral oils and marine vehicles,

installations and equipment required for the

transport of fuels from the production points

to the company’s warehouses and between

the company’s warehouses;

Art. 1: Introduction

OMV Petrol Ofisi A.Ş. is a company registered to

Istanbul Trade Registry with the registration

number 456102, whose articles of association were

most recently amended May 28, 2012. The articles

of association are amended and changed as

follows:

Art. 3: Objects of Activity of the Company

The object of the company comprises:

(1) to procure and sell fuel products from

domestic and foreign markets; to organize the

distribution, storage and the sale of refinery

by-products;

(2) to produce and blend any kind of lubricants

and grease as well as side products, establish

the necessary facilities for their production

and blending; whole-sale and retail-sale,

import and export, production and import

substances required for the production of

lubricants and greases; production, whole-

sale and retail-sale of supporting products

such as anti-freeze, automotive gas, industrial

detergents and other non-oil products;

(3) to transport (with any kind of vehicle) from

the production points to its own warehouses

and between its own warehouses and the

operation of marine tankers as part of its own

operations; to perform activities under the

scope of land transport regulations and to

carry-out domestic fuel transport activities;

(4) to build, construct (or have built and

constructed by third parties), buy, lease and,

if required, rent and sell tanks, any kind of

containers, land transport vehicles required

for the storage and transport of fuels and

mineral oils and marine vehicles, installations

and equipment required for the transport of

fuels from the production points to the

company’s warehouses and between the

company’s warehouses;

2

OLD TEXT NEW TEXT

(5) to build and operate refineries inside and

outside of the country, subject to the

necessary approvals from the competent

authorities;

(6) to conduct exploration and production

business inside and outside the country,

subject to the necessary approvals from the

competent authorities; to operate

laboratories for the purpose of making the

necessary analyses or have them operated

by third persons;

(7) in furtherance of the company’s object of

activity, to buy and sell, lease and rent

movable and immovable goods as well as

vessels and to grant and accept mortgages,

usufruct rights, easement rights on and

under the real estates, flat ownership,

commercial enterprise pledge, and other real

rights for its own or its affiliates’ debts and

receivables; create any kind of real rights on

its properties; release all the real rights

registered and annotated to title deeds

before the General Directorate of Title Deed

and Land Registry and its affiliated units,

Metropolitan Municipalities, Municipalities

and its affiliated units and other

administrative, official and judicial

authorities including but not limited to

usufructs, sell, assignment, remittal with or

without payment, condominium ownership,

construction servitude, division, kind

allocation, easement rights, mortgages,

lease, execute exchange of real estates and

renouncement demands of public entities

including municipalities and General

Directorate of highways or open area with

or without payment; perform unification

and separation of lands; perform these

transactions on real estates owned or on real

estates of third parties; act as guarantor for

its affiliates, to do and perform any

transaction required in this context and lease

rights on movable and immovable goods of

third persons in favor of the company,

create and release pledge rights on movable

properties of third persons;

(5) to build and operate refineries inside and

outside of the country, subject to the


authorities;

(6) to conduct exploration and production

business inside and outside the country,


competent authorities; to operate laboratories

for the purpose of making the necessary

analyses or have them operated by third

persons;

(7) in furtherance of the company’s object of

activity, to buy and sell, lease and rent

movable and immovable goods as well as

vessels and to grant and accept mortgages,

usufruct rights, easement rights on and under

the real estates, flat ownership, commercial

enterprise pledge, and other real rights for its

own or its affiliates’ debts and receivables;

create any kind of real rights on its

properties; release all the real rights

registered and annotated to title deeds before

the General Directorate of Title Deed and

Land Registry and its affiliated units,

Metropolitan Municipalities, Municipalities

and its affiliated units and other

administrative, official and judicial

authorities including but not limited to

usufructs, sell, assignment, remittal with or

without payment, condominium ownership,

construction servitude, division, kind

allocation, easement rights, mortgages, lease,

execute exchange of real estates and

renouncement demands of public entities

including municipalities and General

Directorate of highways or open area with or

without payment; perform unification and

separation of lands; perform these

transactions on real estates owned or on real

estates of third parties; act as guarantor for

its affiliates, to do and perform any

transaction required in this context, create

mortgages in compliance with the provisions

of Capital Markets legislation, create and

release ship mortgages, usufruct, easement

rights and any kind of real rights (vessels

included) and lease rights on movable and

immovable goods of third persons in favor of

or against the company, create and release

pledge rights in favor of the company on

movable properties of third persons,

3

OLD TEXT NEW TEXT

(8) to operate petrol and gas filling stations,

either in its own name or through third

parties; to realize the services and activities

in the filling stations as regards the sale and

marketing of fuel and non-fuel products

(auto LPG, lubricants, car-wash

installations, repair and retail outlets

(shops), garages, and all other activities in

connection with the aforementioned etc.), to

open branches in required places within and

outside the country; to give dealerships,

establish organizations;

(9) to hire and let (lease) labor force, subject to

the provisions of applicable law;

(10) to engage in international trade in

combustible and solidified gas; to engage in

the transport of natural gas, biogas, water,

power and heat, especially pipelines and

distributors including transport related

services; the marketing of storage capacities

for natural gas and biogas; to conduct

research and development into potential

innovative applications of natural gas as

well as all commercial, technical and

maintenance tasks in connection with these

activities, in each case subject to the


authorities;

(11) to construct and operate all kinds of plants

for power generation, regardless of the

source of energy, subject to the necessary

approvals from the competent authorities, in

particular the generation of power,

operation and maintenance of power

generation units, power trade and power

distribution, in each case subject to the


authorities;

(12) to construct and operate grids, networks and

line systems of all kinds, in particular

pipelines, subject to the necessary approvals

from the competent authorities;

(13) all activities relating to waste management,


competent authorities;

(14) to buy and sell as well as rent and lease real

(8) to operate petrol and gas filling stations,

either in its own name or through third

parties; to realize the services and activities

in the filling stations as regards the sale and

marketing of fuel and non-fuel products (auto

LPG, lubricants, car-wash installations, repair

and retail outlets (shops), garages, and all

other activities in connection with the

aforementioned etc.), to open branches in

required places within and outside the

country; to give dealerships, establish

organizations;

(9) to hire and let (lease) labor force, subject to

the provisions of applicable law;

(10) to engage in international trade in

combustible and solidified gas; to engage in

the transport of natural gas, biogas, water,

power and heat, especially pipelines and

distributors including transport related

services; the marketing of storage capacities

for natural gas and biogas; to conduct

research and development into potential

innovative applications of natural gas as well

as all commercial, technical and maintenance

tasks in connection with these activities, in

each case subject to the necessary approvals


(11) to construct and operate all kinds of plants for

power generation, regardless of the source of

energy, subject to the necessary approvals

from the competent authorities, in particular

the generation of power, operation and

maintenance of power generation units,

power trade and power distribution, in each

case subject to the necessary approvals from

the competent authorities;

(12) to construct and operate grids, networks and

line systems of all kinds, in particular

pipelines, subject to the necessary approvals


(13) all activities relating to waste management,


competent authorities;

(14) to buy and sell as well as rent and lease real

4

OLD TEXT NEW TEXT

estate property, whether as lessee/tenant or

as lessor/landlord;

(15) to realize the objectives written in above

paragraphs and make any needed industrial

and commercial transaction in this respect,

especially to render services of all kinds

including the operation of necessary plants

and equipment. These services in particular

include any consulting, planning and

realization services in all fields, in particular

in the fields of industrial medicine,

construction, drilling, wells, chemistry,

electro-technology, transport of goods and

persons, catering, information technology,

infrastructure, laboratories, mechanical

engineering, insurance management,

management consultancies, licensing of

production processes, patents, industrial

design and the like;

(16) to incorporate companies, to participate in

companies related with its activity, with

other natural and legal persons in the

country and abroad by way of participation

in the capital in-cash and in-kind and to

dispose of the shares owned in these

companies or to dissolve companies; in

furtherance of its object of activity, the

company may open branch offices,

agencies, offices and representatives in the

country and abroad based on a decision of

the board;

(17) to conduct any business and adopt any

measures which are deemed to be necessary

to or useful for achieving the company's

corporate objectives (without limiting any

of the aforesaid), in particular to all to the

objects of the company similar or related

activities.

(18) Making donations in kind or in cash;

provided that each donation must be made

in accordance with the donation and aid

policy of the Company which has been

approved by the General Assembly.

estate property, whether as lessee/tenant or as

lessor/landlord;

(15) to realize the objectives written in above

paragraphs and make any needed industrial

and commercial transaction in this respect,

especially to render services of all kinds

including the operation of necessary plants

and equipment. These services in particular

include any consulting, planning and

realization services in all fields, in particular

in the fields of industrial medicine,

construction, drilling, wells, chemistry,

electro-technology, transport of goods and

persons, catering, information technology,

infrastructure, laboratories, mechanical

engineering, insurance management,

management consultancies, licensing of

production processes, patents, industrial

design and the like;

(16) to incorporate companies, to participate in

companies related with its activity, with other

natural and legal persons in the country and

abroad by way of participation in the capital

in-cash and in-kind and to dispose of the

shares owned in these companies or to

dissolve companies; in furtherance of its

object of activity, the company may open

branch offices, agencies, offices and

representatives in the country and abroad

based on a decision of the board without

prejudice to the provisions with respect to the

transfer of concealed profits of the capital

market legislation;

(17) to conduct any business and adopt any

measures which are deemed to be necessary

to or useful for achieving the company's

corporate objectives (without limiting any of

the aforesaid), in particular to all to the

objects of the company similar or related

activities.

(18) Providing support and making donations to

organizations such as foundations,

associations, universities with social

purposes, without hindering its purpose and

object within the determined principles

provided that the provisions with respect to

the transfer of concealed profit of the Capital

Market Board are not breached, the necessary

material disclosures are made and the

5

OLD TEXT NEW TEXT

shareholders are informed about the

donations made within the year in the

General Assembly meeting.

Art. 4: Share Capital and Shares

(1) In accordance with the provisions of the

Capital Markets Law no. 2499 and with

authorization no. 2201 dated 9.5.1991 of the

Capital Markets Board, the company has

adopted the registered capital system.

(2) The registered capital of the company is

750,000,000.- (seven hundred and fifty

million) Turkish Liras. This capital is

divided into 750.000.000 (seven hundred

and fifty million) shares with a nominal

value of 1.-(one) Turkish Lira each.

(3) The issued capital of the company is

577.500.000.- Turkish Liras divided into

577.500.000.- shares with a nominal value

of 1.- (one) Turkish Lira each, represented

by a single class of bearer shares.

(4) This capital has been subscribed and fully

paid-in in cash, as follows:

Name of the

Shareholder

Nominal

Value (TRY)

Share

Amount

(%)

OMV Petrol

Ofisi

Holding

A.Ş.

319.949.130,8

14

55,40

OMV

Aktiengesell

schaft

240.104.930,1

00

41,58

Free

float/Other

17.445.939,08

6

3,02

Total 577.500.000,0

00

100,00

%

(5) The shares representing the capital of the

company shall be maintained and evidenced

in dematerialized form in accordance with

the principles applicable to de-

materialization of shares.

(6) In case of a capital increase, the

shareholders shall – except as provided in

para (7) below - have a subscription right to

the increased capital in the proportion of

their capital.

Art. 4: Share Capital and Shares

(1) In accordance with the provisions of the

Capital Markets Law no. 6362 and with

authorization no. 2201 dated 9.5.1991 of the

Capital Markets Board, the company has

adopted the registered capital system.

(2) The registered capital of the company is

750,000,000.- (seven hundred and fifty

million) Turkish Liras. This capital is divided

into 750.000.000 (seven hundred and fifty

million) shares with a nominal value of 1.-

(one) Turkish Lira each.

(3) The issued capital of the company is

577.500.000.- Turkish Liras divided into

577.500.000.- shares with a nominal value of

1.- (one) Turkish Lira each, represented by a

single class of bearer shares.

(4) This capital has been subscribed and fully

paid-in in cash, as follows:

Name of the

Shareholder

Nominal Value

(TRY)

Share

Amount

(%)

OMV Petrol

Ofisi

Holding

A.Ş.

319.949.130,

814

55,40

OMV

Aktiengesell

schaft

240.104.930,

100

41,58

Free

float/Other

17.445.939,0

86

3,02

Total 577.500.000,

000

100,00

%

(5) The shares representing the capital of the

company shall be maintained and evidenced

in dematerialized form in accordance with the

principles applicable to de-materialization of

shares.

(6) In case of a capital increase, the shareholders

shall – except as provided in para (7) below -

have a subscription right to the increased

capital in the proportion of their capital.

6

OLD TEXT NEW TEXT

(7) When the Board deems necessary, it is

empowered, in accordance with the

provisions of the Capital Markets Law, to

increase the issued capital by issuing new

shares up to the limit of the registered

capital, to issue shares at a premium above

nominal value, and to take decisions

restricting in whole or in part the

subscription rights of shareholders.

(8) The registered capital permit issued by the

Capital Markets Board is valid for 5 years

between 2011 and 2015. In the event that

the Board increases the issued capital after

2015, a new permit shall be obtained from

the Capital Market Board for such capital

increase even if the capital of the company

did not reach the upper limit of the already

obtained permit. If the new registered

capital permit is not re-issued, the Company

shall be deemed to leave from the registered

capital system.

(7) When the Board deems necessary, it is

empowered, in accordance with the

provisions of the Capital Markets Law, to

increase the issued capital by issuing new

shares up to the limit of the registered capital,

to issue shares at a premium above or under

nominal value, and to take decisions

restricting in whole or in part the subscription

rights of shareholders. The capital of the

Company may be increased or decreased in

accordance with the Turkish Commercial

Code and capital market legislation. The

authority to restrict the right to buy new

shares cannot be exercised in a manner

creating disparity among the shareholders.

(8) The registered capital permit issued by the

Capital Markets Board is valid for 5 years

between 2011 and 2015. In the event that the

Board increases the issued capital after 2015,

a new permit shall be obtained from the

Capital Market Board for such capital

increase even if the capital of the company

did not reach the upper limit of the already

obtained permit. If the new registered capital

permit is not re-issued, the Company shall be

deemed to leave from the registered capital

system.

Art. 6: Meeting of the General Assembly of

Shareholders; Venue, Convening

(1) The meetings of the General Assembly of

Shareholders of the company shall take

place, at the Board’s decision, at the

company's registered office, or in the city

where the company’s registered office is

located or in any such other place

determined by the Board.

(2) Announcements in relation to convening the

General Assembly meeting shall be made

pursuant to the Turkish Commercial Code

and the regulations of the Capital Market

Board at minimum 3 (three) weeks prior to

the date of the General Assembly meeting,

by means of all communication methods

including electronic communication, in

order to reach as many shareholders as

possible.

(3) The convocation notice has to include the

agenda of the meeting of the General

Assembly of Shareholders.


Shareholders; Venue, Convening

(1) The meetings of the General Assembly of

Shareholders of the company shall take

place, at the Board’s decision, at the

company's registered office, or in the city

where the company’s registered office is

located or in any such other place

determined by the Board.

(2) Announcements in relation to convening the

General Assembly meeting shall be made

pursuant to the Turkish Commercial Code


Board at minimum 3 (three) weeks prior to

the date of the General Assembly meeting,

by means of all communication methods

including electronic communication, in order

to reach as many shareholders as possible.

(3) The convocation notice has to include the

agenda of the meeting of the General

Assembly of Shareholders. The provisions

7

OLD TEXT NEW TEXT

(4) The notifications and explanations which

the company is required to make pursuant to

the legislation and the Corporate

Governance Principles of the Capital

Market Board shall be announced to the

shareholders together with the General

Assembly meeting announcement on the

website of the company.

(5) The ordinary meeting of the General

Assembly of Shareholders must be held

within three (3) months following the end of

the last business year, provided that the

regulations of the Capital Market Board are

reserved; whereas the extraordinary General

Assembly meetings shall be held whenever

required in the interest of the company.

setting the exceptions to the supervenience

principle of agenda of General Assembly

Meetings stated in the Turkish Commercial

Code and regulations of the Capital Market

Board are reserved.

(4) The notifications and explanations which the

company is required to make pursuant to the

legislation and the Corporate Governance

Principles of the Capital Market Board shall

be announced to the shareholders together

with the General Assembly meeting

announcement on the website of the

company.

(5) The ordinary meeting of the General

Assembly of Shareholders must be held

within three (3) months following the end of

the last business year, provided that the

regulations of the Capital Market Board are

reserved; whereas the extraordinary General

Assembly meetings shall be held whenever

required in the interest of the company.


Shareholders; Quorum

Unless a higher quorum is required by the

Turkish Commercial Code or the Capital

Markets Act, each decision on the agenda may

be passed with a number of votes representing

50% (fifty percent) + one vote of the issued

share capital of the company.


Shareholders; Quorum

Meeting and decision quora required by the

Turkish Commercial Code or the Capital Markets

Act are applicable to the Meeting of the General

Assembly of Shareholders.


Shareholders; Right to Participate

All shareholders may participate in a meeting of

the General Assembly of Shareholders

personally. The quality as a shareholder of the

company shall be evidenced in the way set out

by the Board in the invitiation to a meeting of

the General Assembly of Shareholders, in

accordance with the applicable laws and

regulations. A shareholder may be represented in

a meeting of the General Assembly of

Shareholders by another person, irrespective of

whether such person is a shareholder of the

company or not, by way of a voting proxy.


Shareholders; Right to Participate

(1) All shareholders may participate in a

meeting of the General Assembly of

Shareholders personally. The quality as a

shareholder of the company shall be

evidenced in the way set out by the Board in

the invitiation to a meeting of the General

Assembly of Shareholders, in accordance

with the applicable laws and regulations. A

shareholder may be represented in a meeting

of the General Assembly of Shareholders by

another person, irrespective of whether such

person is a shareholder of the company or

not, by way of a voting proxy.

(2) Individuals who are entitled to attend the

General Assembly meetings may

electronically attend such meetings pursuant

8

OLD TEXT NEW TEXT

to Article 1527 of the Turkish Commercial

Code. The company may establish an

electronic meeting system, which shall allow

the shareholders to electronically attend and

cast vote pursuant to the Regulation on

Electronic General Assemblies of the Joint

Stock Companies Act or buy services from

systems established for the same purpose. It

shall be ensured that the shareholders are

able to use their rights specified in the

related legislation in accordance with the

provisions of the aforementioned Regulation

via the system established pursuant to this

provision of the Articles of Association or

the system received from the service

provider. Electronic attendance to general

assemblies is provided by the central

registry agency via and electronic system.


Shareholders; Voting Rights

(1) Each share grants one vote.

(2) Every shareholder may appoint a proxy to

represent him or her in a meeting of the

General Assembly of Shareholders. The

notice convening a meeting of the General

Assembly of Shareholders can determine

that such proxy must be granted by using

the form either provided by the Capital

Markets Board or the Company.


Shareholders; Voting Rights

(1) The votes of each shareholder in the

General Assembly shall be calculated by

proportioning the total nominal values

of the shares, which he/she owns, to the

total nominal value of the capital of the

Company.

(2) Every shareholder may appoint a proxy

to represent him or her in a meeting of

the General Assembly of Shareholders.

The notice convening a meeting of the

General Assembly of Shareholders can

determine that such proxy must be

granted by using the form either

provided by the Capital Markets Board

or the Company.

Art. 11: General Assembly of Shareholders;

Chairmanship

(1) Every meeting of the General Assembly of

Shareholders shall be chaired either by the

Chairman of the Board or his deputy or in

their vacancy by any member of the Board.

(2) The order of matters for discussion shall be

determined by the agenda as notified. The

Chairman of the Presiding Board may allow

matters to be dealt with and voted on in

derogation from this order.

(3) The Chairman of the Presiding Board shall

lead the deliberations and lay down the


Chairmanship

(1) Every meeting of the General Assembly of

Shareholders shall be chaired either by the

Chairman of the Board or his deputy or in

their vacancy by any member of the Board.

(2) The order of matters for discussion shall be

determined by the agenda as notified. The

Chairman of the Presiding Board may allow

matters to be dealt with and voted on in

derogation from this order.

(3) The Chairman of the Presiding Board shall

lead the deliberations and lay down the form

9

OLD TEXT NEW TEXT

form of voting.

(4) The General Assembly of Shareholders

elects one secretary and two vote collectors

which are not required to be shareholders.

The Chairman of the Presiding Board is

obliged to ensure the conformity of the


Shareholders with the law. The minutes of

the meeting of the General Assembly of

Shareholders are signed only by the

chairman of the meeting, the secretary, the

vote collectors and the state commissar.

of voting.

(4) The General Assembly of Shareholders

elects one secretary and one vote collector

which are not required to be shareholders.

The Chairman of the Presiding Board is

obliged to ensure the conformity of the


Shareholders with the law. The minutes of

the meeting of the General Assembly of

Shareholders are signed only by the

chairman of the meeting, the secretary, the

vote collector and the Government

Representative.


Resolutions (1) The General Assembly of Shareholders

shall resolve on all matters assigned to it by

law with binding force for the shareholders.

(2) Three copies of the Board and Auditor’s

reports, the yearly balance sheet and profit

and loss accounts and the minutes of the


Shareholders bearing the signature of the

state commissar and the attendance list will

be sent, at least within three months from

the day of the meeting of the General

Assembly of Shareholders, to the Ministry

of Science, Industry and Technology and to

the Capital Market Board.


Resolutions (1) The General Assembly of Shareholders shall

resolve on all matters assigned to it by law

with binding force for the shareholders.

(2) Three copies of the Board and Auditor’s

reports, the yearly balance sheet and profit

and loss accounts and the minutes of the


Shareholders bearing the signature of the

Government Representative and the

attendance list will be sent, at least within

three months from the day of the meeting of

the General Assembly of Shareholders, to

the Ministry of Customs and Trade and to

the Capital Market Board.

Art. 13: Board of Directors

(1) The Board of Directors of the company

shall consist of at least 6 (six) and

maximum 12 (twelve) members elected by

the General Assembly of Shareholders,

within the framework of the Turkish

Commercial Code and the regulations of the

Capital Market Board. The number and

qualifications of the independent members

to take office in the Board of Directors shall

be determined in accordance with the

regulations of the Capital Market Board

regarding the Corporate Governance

Principles.

(2) Each member of the Board shall fulfil the

requirements set by the Turkish

Commercial Code for this office.

(3) Unless otherwise determined by the General

Art. 13: Board of Directors

(1) The Board of Directors of the company shall

consist of at least 6 (six) and maximum 12

(twelve) members elected by the General

Assembly of Shareholders, within the

framework of the Turkish Commercial Code


Board. The number and qualifications of the

independent members to take office in the

Board of Directors shall be determined in

accordance with the regulations of the

Capital Market Board regarding the

Corporate Governance Principles.

(2) Each member of the Board shall fulfil the

requirements set by the Turkish Commercial

Code for this office.

(3) Unless otherwise determined by the General

10

OLD TEXT NEW TEXT

Assembly of Shareholders, members to the

Board of Directors shall be elected for the

term in accordance with the Turkish


Capital Market Board. The Board members

may be elected for a maximum of 3 (three)

years.

(4) Re-election of members of the Board is

permissible.

(5) In case of a vacancy, the Board shall

designate a nominee in accordance with

Article 315 of the Turkish Commercial

Code.

Assembly of Shareholders, members to the

Board of Directors shall be elected for the

term in accordance with the Turkish


Capital Market Board. The Board members

may be elected for a maximum of 3 (three)

years.

(4) Re-election of members of the Board is

permissible.

(5) Legal entities may be elected as directors, in

the event that a legal entity is appointed as a

member to the Board of Directors, a real

person shall be appointed as its

representative and registered and announced

together with the legal entity member of the

Board of Directors he represents. The

registered representative shall attend the

meetings and vote on behalf of the legal

entity director.

(6) In case of a vacancy, the Board shall

designate a nominee in accordance with

Article 363 of the Turkish Commercial

Code.

Art. 19: Board; Remuneration

(1) Members of the Board and of committees

shall receive an attendance fee for meetings

in an amount determined by the General

Assembly of Shareholders as well as

reimbursement of actual expenses including

reasonable travelling expenses.

(2) In addition, the General Assembly of

Shareholders may also appoint an annual

remuneration. The Regulations of the

Capital Market Board shall be complied

with while determining the remuneration

principles for the Board members including

independent board members.

(3) In the event that a member’s term of office

begins or ends during the fiscal year, the

remuneration shall be paid on a pro-rata

basis.

Art. 19: Board; Remuneration

(1) Members of the Board and of committees

shall receive an attendance fee for meetings

in an amount determined by the General

Assembly of Shareholders as well as

reimbursement of actual expenses including

reasonable travelling expenses.

(2) In addition, the General Assembly of

Shareholders may also appoint an annual

remuneration to be paid to the Board and

committee members. The Regulations of the

Capital Market Board shall be complied

with while determining the remuneration

principles for the Board members including

independent board members.

(3) In the event that a member’s term of office

begins or ends during the fiscal year, the

remuneration shall be paid on a pro-rata

basis.

Art. 20: Executive Committee

(1) The company's Executive Committee shall

consist of two (2) up to six (6) members.

Each member is appointed by the Board, out

Art. 20: Executive Committee

(1) The company's Executive Committee shall

consist of two (2) up to six (6) members.

Each member is appointed by the Board, out

11

OLD TEXT NEW TEXT

of which one member of the Board is to be

appointed Chairman of the Executive

Committee.

(2) The appointment of members of the

Executive Committee and also the

revocation of such appointments shall be

carried out by the Board.

(3) The Board shall adopt by a resolution the

internal rules of procedure for the conduct

of business of the Executive Committee,

including the distribution of responsibilities

among its members.

(4) The Chairman of the Executive Committee

shall also be the Chief Executive Officer of

the company and the deputy Chairman of

the Executive Committee shall be the

Deputy Chief Executive Officer.

of which one member of the Board is to be

appointed Chairman of the Executive

Committee.

(2) The appointment of members of the

Executive Committee and also the

revocation of such appointments shall be

carried out by the Board.

(3) The Board shall adopt by a resolution the

internal rules of procedure for the conduct of

business of the Executive Committee,

including the distribution of responsibilities

among its members.

(4) [Removed out of the AoA.]

Art. 24: Consent of the Board

(1) In addition to those cases for which

mandatory statutory provision is made, the

Board shall discuss and exclusively decide

on the following matters:

1. The determination of general principles

of business policy. These include

principles of strategy as well as of mid-

and long-term development of the

enterprise and significant changes of

group and segment structures.

2. For the following business year:

- Financial plan;

- Budget; and

- Investment program.

3. The annual investment program of the

group for projects exceeding EUR 20

million in value.

4. Any investment not already approved

in a budget if it exceeds (individually

or as a series of related investments)

EUR 20 million.

5. The acquisition and the sale of

companies or participating interests as

well as the acquisition, the sale and the

closure of companies and enterprises

provided that the consideration in the

event of an acquisition or sale exceeds

EUR 20 million or, in the event of the

closure of companies and enterprises, if

the annual turnover during the business

year preceding the closure exceeded

Art. 24: Consent of the Board

In addition to those cases described in

mandatory statutory provisions, the Board

shall be exclusively entitled to resolve on

cases determined within the scope of the

Internal Rules of the Company.

12

OLD TEXT NEW TEXT

EUR 20 million. Comparable business

events (such as, for instance, leasing or

dissolution of enterprises) are also

subject to approval requirements. The

resulting effects on the financial

structure of the group must also be

approved.

6. Acquisition of hydrocarbon reserves

and exploration licenses as member of

a consortium or by the company or a

group company alone, as well as the

establishment of a company in

connection therewith, exceeding a

consideration of EUR 200 million

(referred to the share of the company

and its group companies) each case and

of EUR 500 million in the aggregate

each business year.

7. Sale of hydrocarbon reserves or shares

in consortia or companies

(participations) that own hydrocarbon

reserves exceeding a consideration of

EUR 50 million (referred to the share

of the company and its group

companies) each case and of EUR 100

million in the aggregate each business

year.

8. The establishment and the closure of

branch offices with the exception of

those of group companies.

9. The decision to enter new lines of

business and start new production

types, or to abandon existing lines of

business and production types.

10. The acquisition, sale and encumbrance

of real estate if the consideration

exceeds an amount of EUR 20 million

or if the sum total of all encumbrances

exceeds the value of EUR 20 million.

11. The issuance of bonds, loans, credit or

other financing instruments (except

transactions between group companies)

of a maturity exceeding three months

provided that they exceed an amount of

EUR 200 million individually or if

their total during the business year

exceeds EUR 500 million.

12. The raising of funds (loans and credits)

in the money market with a maturity of

up to three months provided that the

total amount of net liabilities

outstanding to non-group companies

exceeds at any time an amount of EUR

13

OLD TEXT NEW TEXT

500 million plus the total of un-drawn

committed credit lines already

approved by the Board.

13. Assuming liabilities (e.g. guarantees,

sureties, debt), also for group

companies, as well as requesting

guarantees from third parties (e. g.

banks) in favor of the company or a

group company, provided that they

exceed an amount of EUR 200 million

individually or if their total exceeds

EUR 1750 million at any time whereby

liabilities/guarantees approved by the

Board as well as guarantees for

financing approved according to these

articles of association are not counted

against this total limit. Legally not

binding letters of comfort do not

require approval.

14. The granting of loans and credits or

any other financing (except to group

companies and shareholder loans)

outside the scope of normal business

activities (normal business activities

comprise e. g. of usual

supplier/customer credits) if an amount

of EUR 300,000 is exceeded

individually. Shareholder loans to non-

group companies are subject to

approval.

15. Introduction and amendment of

permanent social measures for the

workforce if they have a long-term

sustainable effect on the cost structure

of the company or group company (e.g.

establishment of benefit funds,

granting of new payments in kind,

award of pensions, participation in

profits and sales).

16. The adoption of principles about the

granting of a share in profits or sales

and pension commitments to executive

employees.

17. Transactions, as well as their terms and

conditions, between the company or a

group company and members of the

Executive Committee as well as

persons or companies close to them

with the exception of daily business

transactions.

18. The operation of an enterprise, the

entry into transactions in the

company’s line of business for the

14

OLD TEXT NEW TEXT

member’s own account or for the

account of others, or the participation

in another company engaging in

entrepreneurial activities as a

personally liable shareholder, by

members of the Executive Committee

of the company.

19. The granting of loans to members of

the Executive Committee and

executive employees as well as their

relatives, provided that the amount of

the loan exceeds one monthly salary.

20. The acceptance of a function as a

executive board member or managing

director of a non-group company or an

undertaking in which the company

does not have an participation by

members of the Executive Committee

of the company.

21. Mandates in Turkish or international

associations for the representation of

interests.

22. Membership in foundation boards.

23. Mandate as managing director under

commercial law.

24. Granting of signatory power for the

company by inclusion in the signature

circular.

25. The granting of share options with

respect to shares in the company,

subject to applicable law.

26. Any other matter which does not fall

into the exclusive competence of the

General Assembly of Shareholders and

which the Board has resolved to be

referred to it for decision.

27. Any donation to be made in kind or in

cash that exceeds 25,000 (twenty five

thousand) Euros or its equivalent in a

single sum, provided that it is

concluded in accordance with the

donation and aid policy of the

Company that has been approved by

the General Assembly.

(2) Whenever in this Article 24 reference is

made to a “group”, such reference shall be

construed as a reference to the group of

companies formed by the company and its

fully-consolidated subsidiaries and a “group

company” shall be any direct or indirect

fully-consolidated subsidiary of the

company.

(3) All matters the Executive Committee

15

OLD TEXT NEW TEXT

wishes to bring before the General

Assembly of Shareholders shall be first

brought to the Board, which shall decide

whether it passes a motion to bring such

matter to the General Assembly of

Shareholders.

(4) The Board may designate at any time

further transactions and measures that

require its approval.

(5) For the cases foreseen in articles 334 and

335 of the Turkish Commercial Code, the

General Assembly of Shareholders may

pass an authorization upon the proposal of

the Board.

Art. 26: Audit

(1) The company shall have one Statutory

Auditor which shall be elected by the

General Assembly of Shareholders in

accordance with the requirements of the

Turkish Commercial Code.

(2) The remuneration of the Statutory Auditor

shall be set by the General Assembly of

Shareholders.

(3) The Board shall, in addition to the Statutory

Auditor, appoint an independent auditor of

international reputation in accordance with

the Capital Markets Act and the relevant

legislation. The financial statements of the

company shall be prepared in accordance

with the standards set by the Capital

Markets Act, the relevant communiqués and

regulations and the International Financial

Reporting Standards (IFRS).

Art. 26: Independent Audit

(1) The company shall have one Independent

Auditor which shall be elected by the

General Assembly of Shareholders in

accordance with the requirements of the

Turkish Commercial Code.

(2) [Removed out of the AoA.]

(23) The Board shall, appoint an independent

auditor of international reputation in

accordance with the Capital Markets Act

and the relevant legislation. The financial

statements of the company shall be prepared

in accordance with the standards set by the

Capital Markets Act, the relevant

communiqués and regulations and the

International Financial Reporting Standards

(IFRS).

Art. 27: Dividends, Reserves

The distribution of profits in the form of

dividends shall be resolved by the General

Assembly of Shareholders, subject to compliance

with the Turkish Commercial Code and the

Capital Markets Act and following constitution

of the required reserves.

Art. 27: Dividends, Reserves

After Company’s general expenses and expenses

such as various amortization or amounts that are

legally required set aside, taxes required to be paid

by the legal entity are deducted from that year’s

income statement, the remaining profit amount

shown in the annual balance sheet shall be

distributed as follows:

General Legal Reserve:

a) 5% of it shall be set aside as legal reserve.

First Dividend:

16

OLD TEXT NEW TEXT

b) After the total amount donated by the

Company within that year is added to the

remaining profit amount, first dividend

shall be set aside in accordance with the

dividend policy determined by the General

Assembly and relevant provisions of laws

and regulation.

c) After the costs mentioned above are

deducted, the General Assembly is entitled

to distribute the dividend to the members

of the Board of Directors, employees,

foundations established for various

purposes or to similar people and

establishments.

Second Dividend:

d) After the amounts mentioned in the sub

clauses (a), (b) and (c) are deducted from

the net profit, the General Assembly may,

partially or completely, distribute the

remaining amount as second dividend or

set aside as optional reserves in

accordance with Article 521 of Turkish

Commercial Code.

General Legal Reserve:

e) After 5% of the net profit is distributed to

the shareholders, 10% of the remaining

amount may be set aside as a general legal

reserve.

As long as the legal reserves are set aside in line

with the provisions of the law, and/or the profit

determined for the shareholders in the Articles of

Associations of the Company is not distributed in

cash or as share certificates; the Company cannot

set aside other legal reserves, transfer profit to the

consequent year, pay dividend to the members of

the Board of Directors, employees, foundations

established for various purposes or similar people

and establishments.

Dividend shall be distributed equally to the

existing shares without taking their issuance and

acquisition dates into account.

Upon the Board of Directors’ proposal, the

General Assembly may decide on the method and

the timing of the profit distribution to be

17

OLD TEXT NEW TEXT

distributed.

The General Assembly’s resolution regarding

profit distribution taken in accordance with the

provisions of the Articles of Association shall not

be revoked.

Art. 28: Publication

Announcements of the company are subject to

Article 37 para 4 of the Turkish Commercial

Code. For the announcement obliged to be done

according to the dispositions of the Capital

Markets Act the mentioned law and related

instructions will be respected. Other

announcements of the company shall be carried

out in line with the applicable legal regulations

in each case. All announcements shall also be

made available on the website of the company

on the Internet.

Art. 28: Publication

Announcements of the company are subject to

Article 35 para 4 of the Turkish Commercial Code.

For the announcement obliged to be done

according to the dispositions of the Capital

Markets Act the mentioned law and related

instructions will be respected. Other

announcements of the company shall be carried

out in line with the applicable legal regulations in

each case. All announcements shall also be made

available on the website of the company on the

Internet.

Temporary Article 1

The nominal value of the shares are changed

from New Turkish Lira 1.000 to New Turkish

Lira 1 (one) pursuant to Law No. 5274 (Türk

Ticaret Kanununda Değişiklik Yapılmasına Dair

Kanun) and further, as the phrase “New” in New

Turkish Lira has been omitted on 1 January 2009

by Decree of the Council of Ministers dated 4

April 2007 and numbered 2007/11963, it has

been changed as Turkish Lira 1. In consequence

of this change, the total number of shares has

decreased and it has been given 1 Turkish Lira

nominal valued 1 share instead of 1.000 Turkish

Lira nominal valued 1000 shares. The rights of

the shareholders arising from shares are

reserved.

The phrase “Turkish Lira” under this AoA is the

phrase changed by above-stated Decree of the

Council of Ministers Decision.

Temporary Article 1

[Removed out of the AoA.]

Documents

MINUTES OF THE ORDINARY GENERAL … 1 - It was resolved in line with the proposal ... Mr. Clive Mark Hyman and Mr. Haluk Kaya be ... THE ORDINARY GENERAL ASSEMBLY MEETING DATED 16