AYGAZ A.Ş.
1 January - 31 March 2023
INTERIM REPORT
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AYGAZ A.Ş. 1 January - 31 March 2023 INTERIM REPORT
BUSINESS AREA
The main activity of the Company is purchasing liquefied petroleum gas ('LPG') from domestic refineries and overseas market, stocking, filling and delivery to retailers for distribution to customers as cylinder, autogas and bulk gas. Aygaz A.S ('Company' or 'Aygaz') manufactures LPG cylinders, LPG tanks, regulators and other supplementary materials which are necessary for the end-user in its Gebze Facility. The Company has five marine terminals, five filling plants* and seven distribution centers operated by the most modern technology which comply with international standards. As of the end of March 2023, Aygaz serve to customers with 2,198 cylinder dealers and 1,836 autogas stations.
Production and distribution of LPG appliances are also included in the activities as well as manufacture, purchase, sale and after-sale services of LPG cylinders, LPG tanks, LPG stoves and other supplementary materials which are complementary equipment for the end-user.
The Company is registered to Istanbul Trade Registry with number 80651-0 (Mersis No: 0-1190-0510-2700141) and contact information of its headquarters and branches appear on its website, www.aygaz.com.tr.
(*) Excluding the filling plants in the Terminals.
CAPITAL AND SHAREHOLDING STRUCTURE
The issued capital of our Company is TL 219,800,767 and the recent decrease of the Company capital from TL 300,000,000.00 to TL 219,800,767.00 due to the transfer of Entek Elektrik Üretim A.Ş. ("Entek") shares corresponding to 49.62% of the registered Entek capital in our Company's assets, to Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş") through a partial demerger transaction through the model of share transfer to Aygaz shareholders, is approved at Aygaz A.Ş.'s Extraordinary General Assembly Meeting (on August 25, 2022), following the approval of the transaction by the Capital Markets Board ("CMB") on July 7, 2022.
The transaction was registered on August 26, 2022 and was published in the Turkish Trade Registry Gazette ("TTRG") on September 1, 2022.
Company's | |||
Issued capital | : | TL 219,800,767.00 | |
Upper limit of registered capital | : | TL 500,000,000.00 | |
The shareholding structure | |||
as of March 31, 2023 | TL | % | |
Koç Holding A.Ş. | 89,424,844.65 | 40.68 | |
Temel Ticaret ve Yatırım A.Ş. | 12,692,827.96 | 5.77 | |
Koç Family | 10,451,500.67 | 4.76 | |
Liquid Petroleum Gas Dev. Co. | 53,884,641.77 | 24.52 | |
Free float** | 53,346,951.96 | 24.27 | |
Total | 219,800,767.00 | 100.00 |
- The free-floating shares in the amount of TL 1,996,553.90 (ratio to capital 0.91%) belong to Hilal Madeni Eşya Ticaret Sanayi ve Yatırım A.Ş., of which Liquid Petroleum Gas Dev. Co. is a 100% shareholder.
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AYGAZ A.Ş. 1 January - 31 March 2023 INTERIM REPORT
BOARD OF DIRECTORS
Division of duties among the Board of Directors which are elected in the Ordinary General Assembly dated March 20, 2023 are determined by the Board Resolution dated March 29, 2023 as below;
Board of Directors | |
Rahmi M. Koç | Chairman of the Board of Directors |
Ömer M. Koç | Deputy Chairman of the Board of Directors |
Alexandre F.J. Picciotto | Member |
Dr. Bülent Bulgurlu | Member |
Levent Çakıroğlu | Member |
Yağız Eyüboğlu | Member |
Kutsan Çelebican | Independent Member |
Kemal Ege Cansen | Independent Member |
Dr. Şadan Kaptanoğlu Dikici | Independent Member |
Executive Committee | |
Rahmi M. Koç | Chairman |
Ömer M. Koç | Member |
Ali Y. Koç | Member |
Alexandre F.J. Picciotto | Member |
Caroline N. Koç | Member |
Audit Committee | |
Kutsan Çelebican | Chairman |
Dr. Şadan Kaptanoğlu Dikici | Member |
Corporate Governance Committee | |
Kutsan Çelebican | Chairman |
Yağız Eyüboğlu | Member |
Gökhan Dizemen | Member |
Risk Management Committee | |
Dr. Şadan Kaptanoğlu Dikici | Chairwoman |
Dr. Bülent Bulgurlu | Member |
EXECUTIVE MANAGEMENT
Melih Poyraz | General Manager* |
Gökhan Dizemen | Assistant General Manager (Finance) |
Ayşe Abamor Bilgin | Assistant General Manager (Technical Affairs and Investments) |
Fikret Coşar | Assistant General Manager (Sales) |
Rıdvan Uçar | Assistant General Manager (Marketing and Innovation) |
Şenol Zafer Polat | Director (Cylinder Gas Sales) |
Hakan Öntürk | Director (Autogas Sales) |
Elifcan Yazgan | Director (Supply Chain) |
Esra Topkoç | Director (Human Resources) |
- On March 17, 2023, the Board of Directors resolved on the appointment of Mr. Melih Poyraz, Strategy and
Business Development Director of Koç Holding A.Ş., to the position of General Manager of Aygaz A.Ş. as of April 17, 2023, which will be vacated due to the retirement of Mr. Gökhan Tezel as of April 14, 2023.
Detailed profiles of the Board of Directors and Executive Managers and the principles of the Committees which are established by the Board of Directors are available at the website of Aygaz. (www.aygaz.com.tr)
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AYGAZ A.Ş. 1 January - 31 March 2023 INTERIM REPORT
SUBSIDIARIES and AFFILIATES
The details of the subsidiaries and affiliates included in the consolidation are as below:
Place of | ||
incorporation | ||
Subsidiaries | and Operation | Principal Activity |
Anadoluhisarı Tankercilik A.Ş. | Turkey | Shipping |
Kandilli Tankercilik A.Ş. | Turkey | Shipping |
Kuleli Tankercilik A.Ş. | Turkey | Shipping |
Kuzguncuk Tankercilik A.Ş. | Turkey | Shipping |
Akpa Day. Tük. Lpg ve Akar. Ürün. Paz. A.Ş. | Turkey | Marketing |
Aygaz Doğal Gaz Toptan Satış A.Ş. | Turkey | Natural gas |
Aygaz Doğal Gaz İletim A.Ş. | Turkey | Natural gas |
Sendeo Dağıtım Hizmetleri A.Ş. | Turkey | Cargo Transport/Distribution |
Bal Kaynak Su İthalat İhracat Sanayi ve Ticaret A.Ş Turkey | Water distribution | |||
Place of | ||||
incorporation | Principal | |||
Investments in associates and Joint ventures | and Operation | Activity | ||
Enerji Yatırımları A.Ş. | Turkey | Energy | ||
Opet Aygaz Gayrimenkul A.Ş. | Turkey | Real Estate | ||
United Aygaz LPG Ltd. (*) | Bangladesh | LPG supply, filling and | ||
distribution | ||||
Place of | ||||
incorporation | Principal | |||
Financial Assets | and Operation | Activity | ||
Koç Finansal Hizmetler A.Ş. | Turkey | Finance | ||
Ram Dış Ticaret A.Ş. | Turkey | Trade | ||
Tat Gıda Sanayi A.Ş. | Turkey | Food |
- It is resolved to name the Joint Venture Company as United Aygaz LPG Ltd. with the protocol signed on January 20, 2021. The title change is realized on February 14, 2023 with the completion of the necessary permit procedures by the related Ministry.
In July 2010, the Company has restructured its shipping operations under new legal entities, and established Anadoluhisarı Tankercilik A.Ş., Kandilli Tankercilik A.Ş., Kuleli Tankercilik A.Ş. and Kuzguncuk Tankercilik A.Ş. with an effective ownership interest of 100%. The main activities of these companies are to purchase, build or rent vessels and to operate them in domestic and/or overseas transportation of crude oil, petroleum products, liquid petroleum gas, natural gas and solid, liquid and liquefied products. The vessel named "Kuleli", included in Company assets and used in liquid petroleum gas transportation, is sold in cash on October 13, 2017. Kuleli Tankercilik A.Ş has purchased 100% shares of Bal Kaynak Su İthalat İhracat Sanayi ve Ticaret A.Ş. ('Bal Kaynak') on March 14, 2019. The capital of the Bal Kaynak was increased by TL 50.000 thousand up to TL 133.000 thousand with the decision of the Ordinary General Assembly held on March 3, 2022. Bal Kaynak continues its water trade activities with the aim of providing sustainable production.
Akpa Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş ("Akpa") is mainly engaged in sales of cylinders through either its own organisation or dealers, retail and wholesale of LPG, fuel and lubricants through autogas stations.
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AYGAZ A.Ş. 1 January - 31 March 2023 INTERIM REPORT
Main activity of Aygaz Doğal Gaz Toptan Satış A.Ş. and Aygaz Doğal Gaz İletim A.Ş. (together "Aygaz Doğal Gaz") is to purchase natural gas from domestic and/or overseas suppliers, selling natural gas to domestic and/or overseas customers and make related arrangements for the modulation, storing of natural gas and building necessary facilities.
Sendeo Dağıtım Hizmetleri A.Ş. ("Sendeo") (Former trade name: Aygaz Aykargo Dağıtım Hizmetleri A.Ş.("Aykargo") which started as an in-house entrepreneurship Project, has started its cargo delivery and distribution activities in 2020. With the Ordinary General Assembly Meetings of Sendeo, held on 19 February 2021 and 2 September 2021, it was decided to increase the Sendeo's capital from TL 500 thousand to TL 35.500 thousand, and from TL 35.500 thousand to TL 143.500 thousand, respectively. As a result of the negotiations regarding building a strategic collaboration with McKinsey Danışmanlık Hizmetleri Ltd. Şti. ("McKinsey"), in place of the Partnership Framework Agreement dated 15 January 2021, it was decided to continue cooperation by signing a long-term Consulting Agreement with the resolution of the Board of Directors dated 30 July 2021. With the contract, the Company has declared its intentions that the Company and/or other Koç Group companies owning Sendeo's shares make a cash capital injection of up to USD 60 million in Sendeo during the service period taking into account the company's activities and operational needs. On 3 August 2021 45% of the shares of Sendeo were transferred to Koç Holding A.Ş. In 2022, a total capital increase of TL 610.000 thousand was made in Sendeo and this amount was paid in cash by the shareholders. With the decision of the Ordinary General Assembly Meeting held on 15 March 2023, the capital of Sendeo was decided to be increased by TL 430.000 thousand and TL 300.000 thousand of this amount was paid in cash on 21 March 2023 by the shareholders. The payment of the remaining TL 130,000 thousand will be completed by the shareholders until 31 December 2023. Sendeo became operational in 81 cities in February 2022, following the Istanbul operation that started in May 2021. The company has 10 transfer centers, 9 distribution centers and 1,547active delivery points as of end of March.
In December 2005, Enerji Yatırımları A.Ş. ("EYAŞ") was established to acquire 51% block shares of Türkiye Petrol Rafinerileri A.Ş. ("Tüpraş"), to participate in Tüpraş's management and its operational decisions as well as to establish and operate in oil refinery related sectors in Turkey. As of 31 March 2023, EYAŞ's ownership in Tüpraş has been 46,40%.
Opet Aygaz Gayrimenkul A.Ş. was established on September 20, 2013, as a joint venture with 50% equal shares by the Company and Opet Petrolcülük A.Ş., which is the Company's business partner, operating in distribution of fuel products. Its main activity is to establish, purchase, operate and rent fuel and LPG stations.
Within the scope of the termination of the business partnership between Koç Group and UniCredit S.P.A on February 5, 2020, 100% of the shares representing Koç Finansal Hizmetler A.Ş ("KFS") capital were transferred to Koç Group in proportion to their shares in KFS; In addition, KFS's Yapı ve Kredi Bankası A.Ş. ("YKB") shares of 31.93% were transferred to UniCredit SPA and 9.02% to Koç Holding A.Ş. KFS's share in YKB decreased from 81.9% to 40.95%. Within this framework, the Company's share in KFS increased from 1.97% to 3.93%.
Entek Elektrik Üretim A.Ş. ("Entek") operates as the electricity generation company of Koç Group. With the notifications to the Public Disclosure Platform ("PDP") made by the Company, Koç Holding, and Tüpraş on 25 April 2022; decisions regarding the transfer of shares corresponding to 99.24% of the total capital of Entek, in which the Company and Koç Holding held 49.62% share separately, to Tüpraş via partial demerger were announced. The respective application was approved by the CMB of Turkey on 7 July 2022. With the extraordinary general assembly held on 25 August 2022, the transaction
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Aygaz AS published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 15:59:39 UTC.