Title of partnership : Turcas Petrol A.Ş. Ahi Evran ... · 6102 numbered Turkish Commercial Code Article 420. Kind regards, ... As might be recalled, financing required for RTG (owner

Title of partnership : Turcas Petrol A.Ş.

Address : Ahi Evran Caddesi No:6 Aksoy Plaza Kat:7

34398 Maslak Sarıyer İstanbul

Phone and Fax No : 0.212.259.00.00 (Phone)

0.212.259.00.19 (Fax)

Subject : Declaration pursuant to the Communiqué by the Capital

Markets Board Serial: VIII, no. 54.

İstanbul, 31.12.2015

No: TP.A.YPİ.2015.2266

Material Disclosure:

About the 2014 Annual General Meeting of Shell & Turcas Petrol A.Ş.

BORSA İSTANBUL

İSTİNYE-İSTANBUL

During Shell & Turcas Petrol A.Ş.'s (our 30% subsidiary) 2014 Annual General Meeting on 30 December

2015, it was decided to postpone the discussion on financial statements and related matters for one month as per

6102 numbered Turkish Commercial Code Article 420.

Kind regards,

TURCAS PETROL A.Ş.

Erkan İlhantekin Saffet Batu Aksoy

Finance Director CEO & Member of Board of Directors





0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.2189


About the Paid-in Capital Increase of RWE & Turcas Güney Elektrik Üretim A.Ş. (our 30% indirect

subsidiary) from TL 510.000.000 to TL 1.072.000.000

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that RWE & Turcas Güney Elektrik Üretim A.Ş. (“RTG”, our 30% indirect

subsidiary) decided to increase its paid in capital from TL 510.000.000 to TL 1.072.000.000 at the

Extraordinary General Meeting dated 15.12.2015 and the related decision has been registered by Ankara Trade

Registration Office on 22.12.2015.

TL 393.400.000 of the increased capital amount (TL 562.000.000) is generated in non-cash from existing

shareholder loan receivables of RWE Beteiligungsverwaltung Ausland GmbH (owns 70% of RTG) and the

remaining TL 168.600.000 is generated in non-cash from existing shareholder loan receivables of Turcas

Elektrik Üretim A.Ş. (our 100% indirect subsidiary which owns 30% of RTG).

As might be recalled, financing required for RTG (owner of 775 MW Combined Cycle Natural Gas Power

Plant in Denizli) was provided in the form of “equity” and “shareholder loan” by both shareholders, RWE

Beteiligungsverwaltung Ausland GmbH and Turcas Elektrik Üretim A.Ş, with respect to their shareholding

ratios at RTG, 70% and 30% respectively. According to IFRS financials of RTG dated 30.09.3015, paid in

capital of RTG is TL 510.000.000 and outstanding shareholder loan is TL 1.224.000.000. As a result of the

above mentioned capital increase transaction, TL 562.000.000 of the outstanding shareholder loan is converted

into equity. Following the transaction, there is no change in the 30% shareholding ratio of Turcas Elektrik

Üretim A.Ş. (our 100% indirect subsidiary) at RTG.

Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.2163


About the Result of the Tender Organised for the Privatization of Doğankent, Kürtün and Torul

Hydroelectric Power Plants

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosure dated 20.11.2015 and 16.12.2015; Bilgin Turcas

Yapısan Joint Venture (“BTY”) composed of Bilgin Rüzgar Santrali Enerji Üretim A.Ş.’s (“Bilgin”) 5% stake,

Turcas Petrol A.Ş.’s (“Turcas”) 50% stake and Yapısan Elektrik Üretim A.Ş.’s (“Yapısan”) 45% stake

participated in tender talks regarding privatization of Doğankent Hydroelectric Power Plant (75 MW) in

Giresun; Kürtün (85 MW) and Torul (103 MW) Hydroelectric Power Plants in Gümüşhane province with a

total installed capacity of 263 MW, which are included in Group 5 hydroelectric power plant portfolio of

Elektrik Üretim A.Ş. BTY Joint Venture, in which we have 50% stake, submitted the second highest bid and

the tender has not resulted in favor of our Company.

Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.2139


About the Participation to the Tender Organised for the Privatization of Doğankent, Kürtün and Torul


BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosure dated 20.11.2015; Bilgin Turcas Yapısan Joint

Venture (“BTY”) composed of Bilgin Rüzgar Santrali Enerji Üretim A.Ş.’s (“Bilgin”) 5% stake, Turcas Petrol

A.Ş.’s (“Turcas”) 50% stake and Yapısan Elektrik Üretim A.Ş.’s (“Yapısan”) 45% stake had submitted tender

application documents to the Privatization Administration regarding privatization of Doğankent Hydroelectric

Power Plant (75 MW) in Giresun; Kürtün (85 MW) and Torul (103 MW) Hydroelectric Power Plants in

Gümüşhane province with a total installed capacity of 263 MW, which are included in Group 5 hydroelectric

power plant portfolio of Elektrik Üretim A.Ş.

In accordance with the official invitation by Privatization Administration, first and final round of talks will take

place on 18 December 2015 at 10.30 and 15.00 local time respectively.

Further developments will be shared with the public on a timely basis.

Kind regards,

TURCAS PETROL A.Ş.



MATERIAL DISCLOSURE FORM





0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.2080

In accordance with Capital Markets Board's Communique on Merger and Demerger numbered II-23.2, merger

between Turcas Petrol A.Ş. and Turcas Rafineri Yatırımları A.Ş. via facilitated procedure has been registered

by İstanbul Trade Registration Office on 10.12.2015.

Note: In case of a discrepancy between the Turkish and the English versions, the Turkish version shall prevail.

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.2057


About the Application of Turcas BM Kuyucak Jeotermal Elektrik Üretim A.Ş. (our 46% Indirect

Subsidiary) Regarding the Revision of Pre-License

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company’s Public Disclosure dated 30.12.2014, Turcas BM Kuyucak

Jeotermal Elektrik Üretim A.Ş. (“TBK”), our 46% indirect subsidiary, had obtained electricity generation pre-

license from Energy Market Regulatory Authority (“EMRA”) regarding Geothermal Electricity Power Plant

(GEPP) project planned to have an installed capacity of 13,2 MW in Aydın Province, Kuyucak region.

Our Company has been informed that TBK has applied to EMRA on 07.12.2015 for the revision of pre-license

in order to increase the installed capacity of the above mentioned GEPP from 13,2 MW to 18 MW.


Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1953


About the Tender Application for the Privatization of Doğankent, Kürtün and Torul Hydroelectric

Power Plants

BORSA İSTANBUL

İSTİNYE-İSTANBUL

On 20 November 2015, Bilgin Turcas Yapısan Joint Venture (“BTY”) composed of Bilgin Rüzgar Santrali

Enerji Üretim A.Ş.’s (“Bilgin”) 5% stake, Turcas Petrol A.Ş.’s (“Turcas”) 50% stake and Yapısan Elektrik

Üretim A.Ş.’s (“Yapısan”) 45% stake has submitted a bid for the tender aimed at privatization of Doğankent

Hydroelectric Power Plant (75 MW) in Giresun; Kürtün (85 MW) and Torul (103 MW) Hydroelectric Power

Plants in Gümüşhane province with a total installed capacity of 263 MW, which are included in Group 5

hydroelectric power plant portfolio of Elektrik Üretim A.Ş.


Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1911


About the Result of the Tender Organised for the Privatization of Kadıncık 1 and Kadıncık 2


BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosures dated 10.11.2015 and 16.11.2015; Turcas Petrol

A.Ş. participated in tender talks regarding privatization of Kadıncık 1 and Kadıncık 2 Hydroelectric Power

Plants in Mersin province Tarsus district with an installed capacity of 126 MW, which are included in Group 4

hydroelectric power plant portfolio of Elektrik Üretim A.Ş. The mentioned tender has not resulted in favor of

Turcas Petrol A.Ş.

Kind regards,

TURCAS PETROL A.Ş.








0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1910

As previously announced in our Company's Public Disclosure dated 20.10.2015, Turcas Petrol A.Ş. has

applied to Capital Markets Board for the approval of “Text of Announcement” regarding the merger with

Turcas Rafineri Yatırımları A.Ş. (our 100% subsidiary and registered to Istanbul Trade Registry Directorate

numbered 801761) via takeover method whereby all assets and liabilities of Turcas Rafineri Yatırımları A.Ş.

shall be transferred to Turcas Petrol A.Ş. as a whole. Accordingly, “Text of Announcement” has been

approved by the meeting of Capital Markets Board dated 13.11.2015 and numbered 31/1429. Text of

Announcement, Merger Agreement and related financials are attached together with this Public Disclosure and

also published in the Company’s web site (www.turcas.com.tr).

Following this step, there will be an application to İstanbul Trade Registration Office for the registration of

merger transaction. Further developments related to registration will be shared with the public timely.

TURCAS PETROL A.Ş.



http://www.turcas.com.tr/





0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1897


About the Participation to the Tender Organised for the Privatization of Kadıncık 1 and Kadıncık 2


BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosure dated 10.11.2015; Turcas Petrol A.Ş. submitted

tender application documents to the Privatization Administration regarding privatization of Kadıncık 1 and

Kadıncık 2 Hydroelectric Power Plants in Mersin province Tarsus district with an installed capacity of 126

MW, which are included in Group 4 hydroelectric power plant portfolio of Elektrik Üretim A.Ş.

In accordance with the official invitation by Privatization Administration, Turcas Petrol A.Ş. will attend first

round of talks at 10.15 and final round of talks at 15.30 local time today.


Kind regards,

TURCAS PETROL A.Ş.






Maslak 34398 Sarıyer İstanbul


0.212.259.00.18 (Fax)

Subject : Declaration pursuant to the Communique by the Capital



No: TP.A.YPİ.2015.1894


About 3Q15 Consolidated IFRS Financial Statements

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Turcas Petrol A.Ş.'s consolidated financial statements together with the accompanying explanatory

notes for the interim period 1 January-30 September 2015 (in English) and prepared in accordance with

the International Financial Reporting Standards (IFRS) have been disclosed on our corporate web site

www.turcas.com.tr/en.

We hereby declare that our above disclosure is compliant with the principles stated under the

Communiqué No 54 Series VIII of the Capital Markets Board, that it reflects the information known to

us fully, that the information are compliant with our legal books, records and documents, that we use

our best efforts to obtain the information related to the subject fully and correctly, and that we are

responsible for any disclosure herein.

Kind regards,

TURCAS PETROL A.Ş.


Finance Director CEO & Member of Board of

Directors

http://www.turcas.com.tr/en





0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1873


About the Tender Application for the Privatization of Kadıncık 1 and Kadıncık 2 Hydroelectric Power

Plants

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Turcas Petrol A.Ş. has submitted a bid for the tender aimed at privatization of Kadıncık 1 and Kadıncık 2

Hydroelectric Power Plants in Mersin province Tarsus district with an installed capacity of 126 MW, which are

included in Group 4 hydroelectric power plant portfolio of Elektrik Üretim A.Ş. Related tender documents have

been submitted to the Privatization Administration on 10.11.2015.


Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1756

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosures dated 09.10.2015 and 13.10.2015, it was

decided to merge with Turcas Rafineri Yatırımları A.Ş., which is our 100% subsidiary and registered to

Istanbul Trade Registry Directorate numbered 801761, via takeover method whereby all assets and liabilities

of Turcas Rafineri Yatırımları A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole. Accordingly, Turcas

Petrol A.Ş. has applied to Capital Markets Board for the approval of “Text of Announcement” on 20.10.2015.


Kind regards,

TURCAS PETROL A.Ş.








0.212.259.00.19 (Fax)



Istanbul, 13.10.2015

No:TP.A.YPİ.2015.1701


About the Merger Agreement Between Turcas Rafineri Yatırımları A.Ş. and Turcas Petrol A.Ş.

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosure dated 09.10.2015, it was decided to

merge with Turcas Rafineri Yatırımları A.Ş. , which is our 100% subsidiary and registered to Istanbul

Trade Registry Directorate numbered 801761, via takeover method whereby all assets and liabilities of

Turcas Rafineri Yatırımları A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole.

According to the Board of Directors decision of Turcas Petrol A.Ş. dated 13.10.2015 and numbered

2015/19, in compliance with articles 136, 155 and 156 of Turkish Commercial Code, Articles 18, 19

and 20 of Corporate Tax Law, Capital Market Law and the Communiqué of Capital Markets Board On

Merger and Demerger numbered II-23.2 and other related legislations, Turcas Petrol A.Ş. has resolved

to:

1) prepare and sign off the merger agreement and other relevant documents for the merger

procedure of our Company by way of acquisition with Turcas Rafineri Yatırımları A.Ş.

(where we own all the shares that grants voting rights), which is a 100% affiliate of our

Company and registered to Istanbul Trade Registry Directorate with the registration

number 801761, whereby all its assets and liabilities shall be transferred to our Company

as a whole, and,

2) apply facilitated merger procedure and benefit from eases provided by the legislations

related to facilitated merger and within this scope:

(i) not to require the independent audit report, merger report and expert institution

opinion,

(ii) not to apply to the examination process of merger documents pursuant to Article

149 of Turkish Commercial Code,

(iii) approval of the merger agreement by board of directors’ resolution without

being submitted to approval of the general assembly,

2

3) carry out aforementioned merger through financial statements dated 30.06.2015 of the

Companies,

4) In the framework of this content including but not limited to abovementioned matters,

execute all works and transactions which will be and/or should be completed by the

finalization of the facilitated merger transaction; carry out all kinds of private and formal

applications including applications to Ministry of Customs and Trade of Republic of

Turkey, Capital Markets Board, Competition Authority and Trade Registry Directorate

and all related private and formal institutions, registrations, notifications and all other

works and transactions provided under the legislations.

Accordingly, Merger Agreement has been signed on 13.10.2015. Following this step, Text of

Announcement will be submitted to Capital Markets Board for approval. Further developments will be

shared with the public timely.

Kind regards,


Communiqué No 54 Series VIII of the Capital Market Board, that it reflects the information known to




Note: In case of a discrepancy between the Turkish and the English versions, the Turkish version shall

prevail.

TURCAS PETROL A.Ş.


Finance Director Member of Board of Directors

and CEO






0.212.259.00.19 (Fax)




No:TP.A.YPİ.2015.1681


About the Merger Decision Between Turcas Rafineri Yatırımları A.Ş. and Turcas Petrol A.Ş. via

Takeover Method

BORSA İSTANBUL

İSTİNYE-İSTANBUL

In accordance with the decision of Board of Directors dated 08.10.2015, Turcas Petrol A.Ş. has

resolved to:

1) Merge with Turcas Rafineri Yatırımları A.Ş., which is our 100% subsidiary (where we own

all the shares that grant voting rights) and registered to Istanbul Trade Registry Directorate

numbered 801761, via takeover method whereby all assets and liabilities of Turcas Rafineri

Yatırımları A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole;

2) Follow up the required steps for the merger procedure as per Turkish Commercial Law.

The main rationale behind this decision is the non-operational status of Turcas Rafineri Yatırımları

A.Ş. following the divestment of shares in STAR Rafineri A.Ş. owned via Turcas Rafineri Yatırımları

A.Ş. on 15.05.2014.

Further developments will be shared with the public.

Kind regards,







prevail.

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1671

In accordance with Capital Markets Board's Communique on Merger and Demerger numbered II-23.2, merger

between Turcas Petrol A.Ş. and Turcas Gaz Toptan Satış A.Ş. via facilitated procedure has been registered by

İstanbul Trade Registration Office on 07.10.2015.


TURCAS PETROL A.Ş.








0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1511

As previously announced in our Company's Public Disclosure dated 31.07.2015, Turcas Petrol A.Ş. has

applied to Capital Markets Board for the approval of “Text of Announcement” regarding the merger with

Turcas Gaz Toptan Satış A.Ş. (our 100% subsidiary and registered to Istanbul Trade Registry Directorate

numbered 556066) via takeover method whereby all assets and liabilities of Turcas Gaz Toptan Satış A.Ş. shall

be transferred to Turcas Petrol A.Ş. as a whole. Accordingly, “Text of Announcement” has been approved by

the meeting of Capital Markets Board dated 15.09.2015 and numbered 26/1140. Text of Announcement,

Merger Agreement and related financials are attached together with this Public Disclosure and also published in

the Company’s web site (www.turcas.com.tr).

Following this step, there will be an application to İstanbul Trade Registration Office for the registration of

merger transaction. Further developments related to registration will be shared with the public timely.

TURCAS PETROL A.Ş.



http://www.turcas.com.tr/






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.1434


About renewal of Board of Directors decisions regarding Merger Transaction

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Regarding the merger transaction between Turcas Petrol A.Ş. and Turcas Gaz Toptan Satış A.Ş., the

referred Board of Directors decisions in the Public Disclosure dated 27 July 2015 were renewed as the

merger will be based on 30 June 2015 financials instead of 30 April 2015 financials. Accordingly,

Board of Directors decisions dated 23 July 2015 and numbered 2015/13 and 2015/06 were renewed

with Board of Directors decisions dated 31 August 2015 and numbered 2015/15 and 2015/08.

Kind regards,







prevail

Best regards,

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.1428


About appointments made to Early Detection of Risk Committee and Executive Committee

BORSA İSTANBUL

İSTİNYE-İSTANBUL

In accordance with the decision of our Company’s Board of Directors dated 2 September 2015 and

numbered 2015/16, it has been decided to appoint Ms. Tomurcuk Eroğlu, Turcas Petrol A.Ş.’s “Legal

Counsel” since 17 August 2015, as a member of “Early Detection of Risk Committee” and “Executive

Committee”.

Kind regards,







prevail

Best regards,

TURCAS PETROL A.Ş.



and CEO





Phone and Fax No : 0.212.259.00.00/17 lines (Phone)

0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.1284


About Directors and Officers Liability Insurance

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Directors and Officers Liability Insurance policy of our Company, which terminated at 09.08.2015, has

been renewed for one year in order to comply with article 4.2.8 of “Corporate Governance

Communique” (“Communique”) annex published by Capital Markets Board and issued at the Official

Gazette no. 28871 dated 3 January 2014.

Kind regards,






Best regards,

TURCAS PETROL A.Ş.



and CEO





0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1274


About International Credit Rating

BORSA İSTANBUL

İSTİNYE-İSTANBUL

According to announcement made by International Credit Rating Agency Fitch Ratings on the 7th of August

2015, Turcas Petrol A.Ş.'s Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) were

affirmed at "B" and its National Long-Term Rating was affirmed at "BBB- (Tur)" with a "Stable" Outlook.

Kind regards,

TURCAS PETROL A.Ş.







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1245

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosures dated 10.06.2015 and 27.07.2015, it was

decided to merge with Turcas Gaz Toptan Satış A.Ş. , which is our 100% subsidiary and registered to Istanbul

Trade Registry Directorate numbered 556066, via takeover method whereby all assets and liabilities of Turcas

Gaz Toptan Satış A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole. Accordingly, Turcas Petrol A.Ş.

has applied to Capital Markets Board for the approval of “Text of Announcement” on 31.07.2015.


Kind regards,

TURCAS PETROL A.Ş.








0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1197

As previously announced in our Company's Public Disclosure dated 10.06.2015, it was decided to merge with

Turcas Gaz Toptan Satış A.Ş. , which is our 100% subsidiary and registered to Istanbul Trade Registry

Directorate numbered 556066, via takeover method whereby all assets and liabilities of Turcas Gaz Toptan

Satış A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole. Prior to merger transaction, Turcas Gaz Toptan

Satış A.Ş. submitted an application to Energy Market Regulatory Authority (“EMRA”) on 10.06.2015 for the

termination of Gas Wholesale License dated 17.05.2007 and numbered DTS/1198-3/153 and Spot LNG

License dated 03.08.2010 and numbered DİT/2680-4/213 held by Turcas Gaz Toptan Satış A.Ş. as per the

Natural Gas Market License Regulation. Our Company has been informed that the mentioned applications were

approved by EMRA and the related licenses have been terminated in accordance with Article 16 of Natural Gas

Market License Regulation. Therefore, our Company has been informed that the sign-off decision of attached

Merger Agreement has been taken during the Board of Directors decisions of Turcas Petrol A.Ş. and Turcas

Gaz Toptan Satış A.Ş. dated 23.07.2015. Accordingly, Merger Agreement has been signed on 24.07.2015.

Following this step, Text of Announcement will be submitted to Capital Markets Board for approval. Further

developments will be shared with the public timely.

TURCAS PETROL A.Ş.








0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1163


About the Memorandum of Understanding (“MoU”) signed between Turcas Enerji Holding A.Ş. and

Azalternativenerji Limited Company owned by Azerbaijan Republic regarding renewable energy investments

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that Turcas Enerji Holding A.Ş. (our 100% subsidiary) and Azalternativenerji

Limited Company operating under Azerbaijan Republic Alternative and Renewable Energy Sources

Government Agency (ABEMDA) has signed a MoU on 21.07.2015 with an aim to collaborate in solar, wind

and geothermal power plant investments that are planned to take place in Turkey and Azerbaijan and develop

projects. The mentioned MoU will be valid for 3 years starting from the date of signature.


Kind regards,

We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué No

54 Series VIII of the Capital Market Board, that it reflects the information known to us fully, that the

information are compliant with our legal books, records and documents, that we use our best efforts to obtain

the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.


TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.1000


Transaction Date for Issuance of New Shares

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company's Public Disclosures dated 17 June 2015 and 24 June 2015, the

Issuance Certificate related to capital increase of TL 45,000,000 TL, which was generated from internal funds,

from TL 225,000,000 to TL 270,000,000 was registered by Capital Markets Board's decision dated 12.06.2015

and numbered 15/730 and the mentioned capital increase was also registered by Istanbul Trade Registry Office

on 24 June 2015.

According to our Board Resolution dated 25.06.2015 and numbered 2015/12; it is decided to distribute bonus

shares with a total nominal value of TL 45,000,000 to shareholders (corresponding to 20% of each share) in

line with Central Registration Agency regulations starting from 29.06.2015 without any duration limitation.

Newly issued shares with a total nominal value of TL 45,000,000 are eligible for gaining dividend rights for

2015 accounting period. Therefore, they will be eligible for dividend payment in 2016 for the first time, subject

to dividend distribution decision.

Kind regards,






TURCAS PETROL A.Ş.


Finans Direktörü CEO & Yönetim Kurulu Üyesi






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0982


About the Grant Agreement Signed Between our 46% subsidiary Turcas BM Kuyucak Jeotermal Elektrik

Üretim A.Ş. and U.S. Trade and Development Agency

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that a grant agreement was signed on 24 June 2015 between our 46% indirect

subsidiary Turcas BM Kuyucak Jeotermal Elektrik Üretim A.Ş. (“TBK”) and U.S. Trade and Development

Agency (“USTDA”) with the purpose of utilizing the grant in TBK’s planned 13.2 MW geothermal power plant

project investment in Kuyucak district of Aydın Province. In accordance with the agreement, grant amount to

be provided by USTDA is USD 463.840 and the mentioned grant will be utilized in financing of technical and

financial feasibility studies by an independent consulting firm during the project financing process.


Kind regards,






TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No:TP.A.YPİ.2015.0936


About the Merger Decision Between Turcas Gaz Toptan Satış A.Ş. and Turcas Petrol A.Ş. via

Takeover Method

BORSA İSTANBUL

İSTİNYE-İSTANBUL

In accordance with the decision of Board of Directors dated 09.06.2015, Turcas Petrol A.Ş. has

resolved to:

1) Merge with Turcas Gaz Toptan Satış A.Ş. , which is our 100% subsidiary (where we own all

the shares that grant voting rights) and registered to Istanbul Trade Registry Directorate

numbered 556066, via takeover method whereby all assets and liabilities of Turcas Gaz

Toptan Satış A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole;

2) Submit an application to Energy Market Regulatory Authority (“EMRA”) for the termination

of Gas Wholesale License dated 17.05.2007 and numbered DTS/1198-3/153 and Spot LNG

License dated 03.08.2010 and numbered DİT/2680-4/213 held by Turcas Gaz Toptan Satış

A.Ş. as per the Natural Gas Market License Regulation; and then follow up the required steps

for the merger procedure as per Turkish Commercial Law after the approval of EMRA.

Also, in accordance with the decision of Turcas Gaz Toptan Satış A.Ş.’s Board of Directors dated

09.06.2015, our Company has been informed that Turcas Gaz Toptan Satış A.Ş. has applied to EMRA

for the termination of above mentioned licenses on 10.06.2015.

The main rationale behind this decision is to utilize company’s sources in more efficient investments

considering limited operational volume in gas market due to existing liquidity, pricing mechanism,

limited diversification in gas resources required for gas trading in wholesale market.


Kind regards,

2







prevail.

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.0778A


About 1Q15 Consolidated IFRS Financial Statements

BORSA İSTANBUL

İSTİNYE-İSTANBUL


notes for the interim period 1 January-31 March 2015 (in English) and prepared in accordance with the

International Financial Reporting Standards (IFRS) have been disclosed on our corporate web site

www.turcas.com.tr/en.






Kind regards,

TURCAS PETROL A.Ş.



Directors







0.212.259.00.19 (Fax)




No:TP.A.YPİ.2015.0776


Acquiring the shares of minority shareholders at our affiliate Turcas Gaz Toptan Satış A.Ş.

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As per resolution no. 2015/09 dated 14.05.2015 of our Board of Directors:

It was decided to acquire 8,100 shares with a total nominal value of TL 8,100 owned by minority

shareholders Aksoy Enternasyonal Ticaret A.Ş., Banu Aksoy Tarakçıoğlu, Saffet Batu Aksoy and Ayşe

Belkıs Aksoy, each having shares with a nominal value of TL 2,025 at Turcas Gaz Toptan Satış A.Ş.,

our 99.96% affiliate, in exchange of TL 2,025 to be paid to each shareholder (total: TL 8,100).

Therefore, following the completion of relevant registration process, our Company will become the

sole shareholder of Turcas Gaz Toptan Satış A.Ş., which is our affiliate with a paid-in capital of TL

20,250,000.

Kind regards,







prevail.

TURCAS PETROL A.Ş.



Directors

Title of Company : Turcas Petrol A.Ş.


Maslak Sarıyer 34398 İstanbul

Telephone and Fax : 0.212.259.00.00 (Telephone)

0.212.259.00.19 (Fax)

Subject : Declaration pursuant to the Communication by the Capital Markets

Board Serial: VIII, no. 54

İstanbul,07.05.2015

No: TP.A.YPİ.2015.0750


About Our Subsidiary Turcas Elektrik Toptan Satış A.Ş.’s Retail Electricity Sales Operations

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that Turcas Elektrik Toptan Satış A.Ş. (99.99% indirect subsidiary of

Turcas Petrol A.Ş.) has decided to gradually reduce the retail electricity sales operations with an aim to

utilize resources in more efficient investments in accordance with the Board Decision dated 6 May

2015. Contractual obligations of Turcas Elektrik Toptan Satış A.Ş. (“TETSAŞ”) towards its existing

retail customer portfolio will be fulfilled and there won’t be any addition to existing retail customer

portfolio starting from the above mentioned date. Wholesale electricity operations will continue with

the existing Supplier License of TETSAŞ. In parallel to future positive developments in the electricity

market, TETSAŞ may focus again on retail electricity sales operations.

Kind regards,

We hereby declare that our above disclosure is compliant with the principles stated under the Public

Disclosure Communique of the Capital Markets Board, that it reflects the information known to us

fully, that the information are compliant with our legal books, records and documents, that we use our

best efforts to obtain the information related to the subject fully and correctly, and that we are



prevail.

TURCAS PETROL A.Ş.


Finans Direktörü Genel Müdür

ve Yönetim Kurulu Üyesi




Telephone and Fax : 0.212.259.00.00 (Telephone)

0.212.259.00.19 (Fax)

Subject : Declaration pursuant to the Communication by the Capital Markets

Board Serial: VIII, no. 54


No: TP.A.YPİ.2015.0693


About our subsidiary Turcas Yenilenebilir Enerji Üretim A.Ş.’s Pre-License Applications

Regarding Wind Power Plant Investments

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that Turcas Yenilenebilir Enerji Üretim A.Ş. (99.99% indirect

subsidiary of Turcas Petrol A.Ş.) has submitted pre-license applications to the Energy Market

Regulation Authority (“EMRA”) in 27 April 2015 regarding 4 Wind Power Plant investment projects.

Mentioned 4 projects are expected to be realized in Balıkesir (35 MW), Çanakkale (40 MW), İzmir (21

MW) and Tekirdağ (20 MW) with a targeted installed capacity of 116 MW in total.

Further developments will be disclosed to the public in a timely manner.

Kind regards,







prevail.

TURCAS PETROL A.Ş.


Finans Direktörü Genel Müdür

ve Yönetim Kurulu Üyesi





Telephone and Fax : 0.212.259.00.00

0.212.259.00.19

Subject : Declaration pursuant to the Communication by the Capital



No: TP.A.YPİ.2015.0612


About the Finalization of Capital Decrease at our Subsidiary Turcas Rafineri Yatırımları A.Ş.

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Regarding the capital decrease process of Turcas Rafineri Yatırımları A.Ş. (100% subsidiary of Turcas

Petrol A.Ş.) from TL 115,000,000 to TL 520,000; related General Assembly decision, amendments to

Articles of Association (Article 6 “Capital”) and Board of Directors Report have been registered by

İstanbul Trade Registry Office on 03.04.2015. Following the registration, capital decrease amount of

TL 114,480,000 has been transferred to Turcas Petrol A.Ş. accounts from Turcas Rafineri Yatırımları

A.Ş. accounts as of 08.04.2015. The purpose of the capital decrease is to transfer the funds generated

from the divestment of stake in STAR Refinery project in May 2014 to Turcas Petrol A.Ş., sole

shareholder of Turcas Rafineri Yatırımları A.Ş.

Kind regards,






TURCAS PETROL A.Ş.


Finance Director CEO &

Member of Board of Directors





Telephone and Fax: : 0.212.259.00.00

0.212.259.00.19

Subject : Declaration pursuant to the Communication by the Capital




2014 Annual General Meeting

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Agenda:

1. Opening and constitution of Meeting Council,

2. Authorization of the Meeting Council to sign the Annual General Meeting Minutes,

3. Review, discussion and approval of 2014 Annual Report,

4. Review, discussion and approval of Independent Audit Reports,

5. Review, discussion and approval of Balance Sheet and Income Statement for the

fiscal year 2014,

6. Clearing of members of the Board of Directors of liability related to activities of the

Company during 2014,

7. Approval of the Independent Audit Company for the fiscal year 2015 recommended

by the Board of Directors in accordance with the Company’s related Audit

Committee report pursuant to the Turkish Commercial Code and the regulations of

the Capital Markets Board,

8. Discussion and approval of dividend distribution proposal by the Board of Directors

for the fiscal year 2014,

2

9. Approval of Turcas Petrol A.Ş.’s capital increase (bonus issuance) from

225.000.000.-TL (twohundredtwentyfivemillion) to 270.000.000.-TL

(twohundredseventymillion) with a 45.000.000 TL (fortyfivemillion) increase,

corresponding to 20% capital increase ratio, generated from internal funds, of which

25.364.207,38 TL from Share Sale Proceeds and 19.635.792,62 TL from prior years’

income and the amendment of Article 6 (Capital and Share Certificates) of the

Articles of Association accordingly,

10. Informing General Assembly about the donations granted during the fiscal year of

2014,

11. Informing General Assembly about the revised “Disclosure Policy” in accordance

with “Public Disclosure Guidelines” prepared along with the Capital Markets Law

no.6362 15th article and II-15.1 Public Disclosures Communique 27th article and

which had been approved by the Board of Directors,

12. Informing General Assembly about securities-pledges, mortgages and acquired

incomes and benefits given in favor of third parties during the fiscal year of 2014,

13. Informing General Assembly about transactions stated in principles 1.3.6 and 1.3.7

(Annex -1) of Capital Markets Board’s Corporate Governance Communique no

II.17.1,

14. Informing General Assembly regarding transactions with related parties in 2014,

15. Granting authorization to the Chairman and Members of the Board to make

transactions written in articles 395 and 396 of Turkish Commercial Code,

16. Answering questions asked by shareholders.


Communiqué No 54 Series VIII of the Capital Market Board, that it reflects the information

known to us fully, that the information are compliant with our legal books, records and

documents, that we use our best efforts to obtain the information related to the subject fully

and correctly, and that we are responsible for any disclosure herein.

Best Regards,

TURCAS PETROL A.Ş.



Directors






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.0498


Appointment of Independent Audit Company

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Pursuant to Resolution of Board of Directors no. 2015/03 of 27.03.2015; it has been resolved that in

accordance with Turkish Commercial Code, Capital Markets Law and related legislation as well as the

proposal of the Company’s Audit Committee, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci

Mali Müşavirlik A.Ş. (PriceWaterhouseCoopers Turkey)’s election for the independent audit of

financial statements of the fiscal year 2015 shall be submitted to the approval of shareholders during

2014 Annual General Meeting.






Kind regards,

TURCAS PETROL A.Ş.



Directors






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.0499


2014 Dividend Distribution

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Pursuant to Resolution of Board of Directors no. 2015/05 of 27.03.2015; it has been resolved to submit

the following proposal to the approval of General Assembly during 2014 Annual General Meeting:

In accordance with 2014 year-end consolidated financial statements prepared and audited in

accordance with the regulations of Capital Markets Board, TL 13,000,000 (gross TL 0.057778, net TL

0.049111 per each share with TL 1 nominal value) dividend to be funded from retained earnings shall

be distributed in cash starting from 25.05.2015.






Kind regards,

TURCAS PETROL A.Ş.



Directors

225,000,000.00

36,079,891.23

According to CMB Financials According to Statutory Financials

3. Profit Before Tax 502,270.00 53,056,295.87

4. Tax Expense (-) 15,280,228.00 4,045,483.96

5. Net Profit ( = ) -14,777,958.00 49,010,811.91

6. Prior Years' Losses ( - ) - -

7. 1st Legal Reserves ( - ) 2,450,540.60 2,450,540.60

8. NET DISTRIBUTABLE PROFIT ( = ) - 46,560,271.31

9. Donations Made During the Year ( + ) 112,500.00

-

First Dividend to Shareholders 13,000,000.00

-Cash 13,000,000.00

-Bonus Shares -

Total 13,000,000.00

14. Dividends Distributed to Redeemed Shareholders -

15. Second Dividend to Shareholders -

16. Second Legal Reserves - -

17. Statutory Reserves - -

18. Special Reserves - -

19. EXTRAORDINARY RESERVES - -

Other sources provided for distribution 13,000,000.00

Retained Earnings 13,000,000.00

Extraordinary Reserves -

-

-

13. Dividends to Board Members, Employees, etc. -

20. -

Other Distributable Reserves in Accordance with

the Related Laws and Articles of Association

TURCAS PETROL A.Ş. 2014 Dividend Distribution Table (TL)

1. Paid-in Capital

2. Legal Reserves (According to Statutory Books)

10.

Net Distributable Profit including donations to be

used in the calculation of first dividend ( = )

11.

12. Dividends Distributed to Owners of Privileged Shares

GROUP

NET A (1) 11,049,993 - - - 0.049111 4.911

B 6 - - - 0.049743 4.974

C 2 - - - 0.057778 5.778

TOTAL 11,050,000 - - - 0.049111 4.911

(1) Consists of free float and remaining other shares (not publicly traded). As these shareholders' identities (real/legal person) are unknown, net dividend amounts

were calculated with the "real person" assumption

AMOUNT (TL) RATIO (%)

TOTAL DIVIDEND AMOUNT (TL)

CASH (TL) BONUS SHARES (TL)

THE RATIO OF DIVIDEND DISTRIBUTED

TO SHAREHOLDERS TO NET

DISTRIBUTABLE INCOME(TL)

DIVIDEND PAYOUT RATIO

DIVIDEND PER SHARE WITH 1 TL NOMINAL

VALUE

RATIO (%)






0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.0451


About 2014 Year-End Consolidated Financial Statements

BORSA İSTANBUL

İSTİNYE-İSTANBUL


notes for the fiscal year 2014 (in English) and prepared in accordance with the International Financial

Reporting Standards (IFRS) have been disclosed on our corporate web site www.turcas.com.tr/en.






Kind regards,

TURCAS PETROL A.Ş.



Directors







0.212.259.00.18 (Fax)




No: TP.A.YPİ.2015.0438


About Capital Increases of Turcas Petrol A.Ş.’s Group Companies

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company has been informed that existing capital of TL 131,000,000 of Turcas Enerji Holding

A.Ş. (99.99% subsidiary of Turcas Petrol A.Ş.) will be raised to TL 152,000,000 with an increase of

TL 21,000,000 (of which TL 20,546,535 from previously paid capital advances by Turcas Petrol A.Ş.

and TL 453,465 in return for cash; utilization of this fund by sub-affiliates is mentioned below) and the

mentioned capital increase is to be submitted to approval of shareholders in the first General Meeting

to be held after obtaining necessary permissions from the Ministry of Customs and Trade;

Regarding the utilization of this capital inflow to Turcas Enerji Holding A.Ş.:

1) Existing capital of Turcas Elektrik Üretim A.Ş. (97.80% direct subsidiary of Turcas Enerji

Holding A.Ş) that is TL 120,000,000 will be raised to TL 133,795,000 with an increase of TL

13,795,000, of which to be funded from previously paid capital advances by Turcas Enerji

Holding A.Ş. and the mentioned capital increase is to be submitted to approval of shareholders

in the first General Meeting to be held;

2) Existing capital of Turcas Yenilenebilir Enerji Üretim A.Ş. (99.99% direct subsidiary of

Turcas Enerji Holding A.Ş.) that is TL 7,000,000 will be raised to TL 14,500,000 with an

increase of TL 7,500,000, of which to be funded from cash, and the mentioned capital

increase is to be submitted to approval of shareholders in the first General Meeting to be held;

3) Existing capital of Turcas BM Kuyucak Jeotermal Elektrik Üretim A.Ş. (46% direct

subsidiary of Turcas Enerji Holding A.Ş) that is TL 8,000,000 will be increased to TL

19,800,000 with an increase of TL 11,800,000, of which to be funded from previously paid

capital advances by Turcas Enerji Holding A.Ş., and the mentioned capital increase is to be

submitted to approval of shareholders in the first General Meeting to be held.

2

Total capital obligation of the Company in the mentioned capital increases is TL 47,723,000 and as

stated above, TL 39,769,535 of this amount shall be covered by previously paid capital advances,

therefore, remaining total cash obligation of Turcas Petrol A.Ş. based on the mentioned capital

increases is TL 7,953,465.






Kind regards,

TURCAS PETROL A.Ş.



Directors






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0357


Corporate Governance Rating Score

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Corporate Governance Rating Score of our Company has been increased to 9.27 from 9.08 (out of 10)

by Kobirate Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş. (Kobirate),

following annual performance appraisal in accordance with Corporate Governance Principles

Compliance rating methodology as of 2015.

Rating score breakdown (out of 100) according to main sections is as follows: Shareholders (92.94),

Public Disclosure and Transparency (92.34), Stakeholders (94.95) and Board of Directors (91.78).

Our Company aims to further increase the level of compliance with Corporate Governance Principles

in the upcoming years.

Detailed Corporate Governance Rating report prepared by Kobirate will be published on the website of

our Company (www.turcas.com.tr).






Kind regards,

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0304


2015 Guidance

BORSA İSTANBUL

İSTİNYE-İSTANBUL

In accordance with Article 10 of Communiqué on Public Disclosures (II-15.1) by the Capital Markets

Board, please find attached Turcas Petrol A.Ş.'s expectations for the year 2015.

Kind regards,






TURCAS PETROL A.Ş.



and CEO

1

2015

EXPECTATIONS

1

2 2

FINANCIAL EXPECTATIONS

1 Important Note: Expectations are based on normal market conditions and subject to change according to any fluctuation in market conditions

2015

Balance Sheet Indicators

Net Leverage Ratio (Net Debt / Total Assets, 2014 3Q: 21%) ~ 20%

Equity Financing Ratio (Equity / Total Assets, 2014 3Q: 61%) ~ 60%

P&L Indicators

Management Fee to be received from Shell & Turcas (ths TL, 2014: 23,079) 30,000

Interest Income to be received from RWE & Turcas Güney (ths TL, 2014: 37,000) 40,000

Other Indicators

Capex (Aydın Kuyucak Geothermal Power Plant, Turcas Share) ~ 15 mln TL

3 3

OPERATIONAL EXPECTATIONS (I/II)

Inve

stm

en

ts

2014

Realizations

2015

Expectations

• Divestment from STAR Refinery via sale of

18.5% stake

• Optimization of RWE & Turcas Güney Elektrik

Üretim A.Ş. (RTG) Denizli Combined Cycle Gas

Fired Power Plant aimed at enhancing thermal

efficiency and load ramp up/down flexibility;

upgrading automation level

• Obtained pre-license from Energy Market

Regulation Authority (EMRA) for Turcas BM

Kuyucak Jeotermal Elektrik Üretim A.Ş. (TBK)

geothermal power plant project with a planned

installed capacity of 13.2 MW

• Final investment decision to be taken regarding

TBK Aydın Kuyucak geothermal power plant

project

• Renewal of Shell & Turcas dealer contracts and

reinforcing strong market position

• Commissioning of Evaporative Cooling for gas

turbines of RTG Denizli Combined Cycle Gas Fired

Power Plant in order to enhance efficiency

• Wind power plant license (115 MW) applications in

April 2015

• Preliminary drilling at Denizli Karakova and

exploration activities at Manisa Gölmarmara

geothermal fields

• Becoming a partner in an imported coal / lignite or

reservoir hydro power plant project or acquiring a

project and initiating a greenfield investment in line

with our strategy of portfolio diversification in

electricity generation


4 4

OPERATIONAL EXPECTATIONS (II/II)

Co

rpo

rate

In

itia

tive

s

2014

Realizations

2015

Expectations

• TL 45 million (20%) capital increase (bonus)

project kick off at Turcas Petrol

• Capital reduction project kick off at Turcas

Rafineri Yatırımları A.Ş. aimed at effective

utilization of cash under Turcas Petrol A.Ş.

• Upward revision in corporate governance rating

note to 9.09 from 8.75 (out of 10)

• Completion of TL 45 million capital increase

(bonus) process following the approval in 2014

Turcas Petrol Annual General Meeting

• Completion of capital reduction at Turcas

Rafineri Yatırımları A.Ş. in 2H15

• No action planned for buy-back shares of

Turcas Petrol A.S. (5.36% of paid-in capital)







0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0300


About the Cash Inflow to Turcas Petrol A.Ş. related with cancelled EMRA Administrative Fine

BORSA İSTANBUL

İSTİNYE-İSTANBUL

As previously announced in our Company’s Public Disclosure dated 06.08.2013, Energy Market

Regulatory Authority (EMRA) decided to impose administrative fine to our Company amounting to

5.550.000 TL with the claim of opposition to articles 2, 3 and 4 of Oil Market Law no. 5015. Our

Company paid the mentioned fine as 4.162.500 TL with an early payment discount of 25% and keeping

its right to action with reservation on the date of 06.08.2013 and filed suit at Ankara 6th Administrative

Court for cancellation of the action.

In addition, as also previously announced in our Company’s Public Disclosure dated 25.12.2014, in

accordance with the decision of Ankara 6th Administrative Court no. 2014/1330 notified to our

Company on 23.12.2014; it has been decided to cancel the fine arising due to the action that is subject

of the case provided that State Council can be appealed within 30 days following notification of the

decision.

As of 23.02.2015, the cancelled administrative fine (4.162.500 TL) has been transferred to Turcas

Petrol A.Ş. bank accounts.

Kind regards,






TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0251


Ministry of Customs and Trade’s Approval for the Amendment to the Articles of Association regarding

capital increase

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Following our Company’s public disclosure dated 22.01.2015, Ministry Of Customs and Trade has

approved the draft amendments to the Article 6- “Capital and Share Certificates” of Articles of

Association aimed at increasing paid-in capital from TL 225.000.000 to TL 270.000.000 (bonus

issuance). Amendments to the Articles of Association will be included on the agenda of our

Company’s 2014 Annual General Assembly in order to comply with Turkish Commercial Code.






Kind regards,

TURCAS PETROL A.Ş.



and CEO

DRAFT AMENDMENT

OLD VERSION

NEW VERSION

OLD VERSION CAPITAL AND SHARE CERTIFICATES ARTICLE 6

The capital of the Company is TL 225,000,000 (Two

hundred twenty five million TL) divided into 225,000,000

shares with a nominal value of TL 1 (One TL) each.

TL 136.500.000 (One hundred thirty six million and five

hundred thousand TL) that is used to establish the

previous capital has fully been paid up.

The previous capital of the Company has been divided

into Group A, B and C shares as specified here under and

recorded into the Share Book as all being registered

shares.

a) GROUP A; Group A registered shares are

136,499,850 and in amount of TL 136,499,850 (One

hundred thirty six million four hundred ninety nine

thousand eight hundred fifty TL).

b) GROUP B; Group B registered shares are 112.50

and in amount of TL 112.50 (One hundred and twelve TL

and 50 Kr).

c) GROUP C; Group C registered shares are 37.50

and in amount of TL 37.50 (Thirty seven TL and 50 Kr).

At this time, of 88.500.000 Group A registered shares in amount of TL 88.500.000 (eighty eight million five hundred thousand TL); TL 85.153.605,97.-has been paid from the Previous Years' Profit; and TL 3.346.394,03.- has been paid from the Extraordinary Reserves, and shall be distributed to the shareholders in proportion to their shares. The shares representing the capital of the Company are

monitored through the book-entry system within the

framework of the dematerialization.

The General Assembly is authorized to issue shares over

the nominal value. Share amounts corresponding to the

capital committed in cash shall be paid in cash and in full

during the commitment.

New share certificates cannot be issued unless the shares

already issued are totally sold and the corresponding

price is fully paid.

NEW VERSION CAPITAL AND SHARE CERTIFICATES ARTICLE 6 The capital of the Company is TL 270,000,000 (Two

hundred seventy million TL) divided into 270,000,000

shares with a nominal value of TL 1 (One TL) each.

TL 225.000.000 (Two hundred twenty five million TL)

that is used to establish the previous capital has fully been

paid up.

The previous capital of the Company has been divided into

Group A, B and C shares as specified here under and

recorded into the Share Book as all being registered

shares.

a) GROUP A; Group A registered shares are

224,999,850 and in amount of TL 224,999,850 (Two

hundred twentyfour million nine hundred ninety nine

thousand eight hundred fifty TL).

b) GROUP B; Group B registered shares are 112.50

and in amount of TL 112.50 (One hundred and twelve TL

and 50 Kr).

c) GROUP C; Group C registered shares are 37.50

and in amount of TL 37.50 (Thirty seven TL and 50 Kr).

At this time, of 45.000.000 Group A registered shares in amount of TL 45.000.000 (fortyfive million TL); TL 25.364.207,38.-has been paid from Income from Sale of Subsidiaries and TL 19.635.792,62.- has been paid from Previous Years' Profit, and shall be distributed to the

shareholders in proportion to their shares. The shares representing the capital of the Company are

monitored through the book-entry system within the

framework of the dematerialization.

The General Assembly is authorized to issue shares over

the nominal value. Share amounts corresponding to the

capital committed in cash shall be paid in cash and in full

during the commitment.

New share certificates cannot be issued unless the shares

already issued are totally sold and the corresponding price

is fully paid.

MATERIAL DISCLOSURE FORM Title of partnership : Turcas Petrol A.Ş. Address : Ahi Evran Caddesi No:6 Aksoy Plaza Kat:7 Maslak Sarıyer 34398 İstanbul Phone and Fax No : 0.212.259.00.00 (Phone)

0.212.259.00.19 (Fax) Subject : Declaration pursuant to the Communiqué by the Capital Markets Board Serial: VIII, no. 54.

İstanbul, 06.02.2015 No: TP.A.YPİ.2015.0224

Material Disclosure: About Investor Relations Departmant BORSA İSTANBUL İSTİNYE-İSTANBUL Our Company’s Public Disclosure dated 25.12.2014 is updated as Ms.Pınar Ceritoğlu (Investor and Shareholder Relations Assistant Manager) has obtained Capital Markets Operations – Level 3 License. Please refer below for the updated disclosure: Detailed information about our Company’s employees working full-time in “Investor Relations Department” is disclosed below in accordance with article 11/2 of Capital Markets Board’s Corporate Governance Communique no.II-17.1 and dated 3 January 2014. Investor Relations Director Mr. Erkan İlhantekin (CFO and Corporate Governance Committee Member) Phone: +90 212 259 00 00 (Ext: 1270) Email: [email protected] License Info: 203104 (Capital Markets Operations – Level 3), 700696 (Corporate Governance Rating) Investor Relations Officer Ms.Pınar Ceritoğlu (Investor and Shareholder Relations Assistant Manager) Phone: +90 212 259 00 00 (Ext: 1287) Email: [email protected] License Info: 207867 (Capital Markets Operations – Level 3) We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué No 54 Series VIII of the Capital Market Board, that it reflects the information known to us fully, that the information are compliant with our legal books, records and documents, that we use our best efforts to obtain the information related to the subject fully and correctly, and that we are responsible for any disclosure herein. Best regards, TURCAS PETROL A.Ş. Erkan İlhantekin Saffet Batu Aksoy Finance Director Member of Board of Directors and CEO

mailto:[email protected]






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0138


Capital Markets Board’s Approval for the Amendment to the Articles of Association regarding capital

increase

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Our Company’s application to Capital Markets Board regarding the pre-approval of increase in paid-in

capital from 225,000,000 TL to 270,000,000 TL via bonus issuance had been publicly disclosed on

23.12.2014.

According to the official notification received by our Company on 21.01.2015, Capital Markets Board

has approved the draft amendments to the Article 6- “Capital and Share Certificates” of Articles of

Association. The Amendment of the Articles of Association is subject to approval of the Ministry Of

Customs and Trade. Following the approval by the Ministry, the Amendments will be included on the

agenda of our Company’s 2014 Annual General Assembly.






Kind regards,

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0106


About the Corporate Governance Rating agreement

BORSA İSTANBUL

İSTİNYE-İSTANBUL

The agreement signed between our Company and Kobirate Uluslararası Kredi Derecelendirme ve

Kurumsal Yönetim Hizmetleri A.Ş. with an expiration date of 20.01.2015 has been renewed on the

same date (20.01.2015). The commencement and expiration dates of the new agreement are 20.01.2015

and 20.01.2016, respectively.






Best regards,

TURCAS PETROL A.Ş.



and CEO






0.212.259.00.19 (Fax)




No: TP.A.YPİ.2015.0035


About Environmental Impact Assessment (EIA) Process of our 99.99% indirect subsidiary,

Turcas Yenilenebilir Enerji Üretim A.Ş.

BORSA İSTANBUL

İSTİNYE-İSTANBUL

Following our Public Disclosure dated 22.12.2014, our Company has been informed that the

assessment process regarding the EIA application submitted to the Governorship of Denizli Province

by Turcas Yenilenebilir Enerji Üretim A.Ş., 99.99% indirect subsidiary of our company, with respect

to the drilling operations aimed at geothermal resource exploration planned to be performed in

Merkezefendi District of Denizli Province, has been completed. Accordingly, the decision of Denizli

Governorship has been submitted as follows: “Environmental Impact Assessment (EIA) is not

necessary”.

Further related developments will be shared with the public in a timely manner.






Best regards,

TURCAS PETROL A.Ş.



and CEO

Documents

Title of partnership : Turcas Petrol A.Ş. Ahi Evran ... · 6102 numbered Turkish Commercial Code Article 420. Kind regards, ... As might be recalled, financing required for RTG (owner