TÜRKIYE PETROL RAFINERILERI 
By Corporate Governance and Credit Rating Services, Inc.
Corporate Governance Rating 30 April 2014 CONTENTS
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Corporate Governance Rating:
9.28 RATING REVISION
The Corporate Governance Rating of Türkiye Petrol Rafinerileri A.Ş. (TUPRS) is hereby revised up to 9.28. SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's Corporate Governance Principles published on January 2014.
In consideration of Türkiye Petrol Rafinerileri A.Ş.'s determination to apply corporate governance principles, its willingness to manage this process dynamically and continuously, and finally the improvements affected since October 2013, the corporate governance rating of the company is updated and confirmed as above.
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Main improvements that affected the above revision are:
Investor Relations Department reports to the Board at least once a year.
The information contained on the website is updated thoroughly both in English and in Turkish for the benefit of investors.
The Corporate Governance Committee discussed and prepared a report to the board about the candidates for independent board membership nominees.
The Company has acquired a Directors & Officers Liability Insurance Policy and disclosed it to the public on public disclosure platform. The financial coverage of this policy is securely beyond the 25% of the company's paid in capital.
The sub-section ratings are confirmed as follows:
Sub Sections | Weight | Rating |
Shareholders | 25% | 95,51 |
Public Disclosure and Transparency | 25% | 93,86 |
Stakeholders | 15% | 86,82 |
Board of Directors | 35% | 92,68 |
Total | 92,80 |
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SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's Corporate Governance Principles published on January 2014.
The CMB based these principles on the leading work of the Global Corporate Governance Forum (GCGF), which has been established in cooperation with the World Bank and the Organization of Economic Cooperation and Development (OECD). After having incorporated the views and opinions of experts and representatives from the CMB, the Istanbul Stock Exchange, the Turkish Corporate Governance Forum, academicians, private sector representatives as well as various professional organizations and NGOs, the Principles were adopted to reflect the national characteristics and conditions.
Within the Principles, "comply or explain" approach is valid. Some of these Principles are mere recommendations and their implementation thereof is optional. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the company's governance practices in the future should all be included in the annual report and disclosed to public.
The Principles consist of four main sections: shareholders, public disclosure and transparency, stakeholders and board of directors.
On the foundation of these Principles, SAHA Corporate Governance Rating methodology features over 400+ code criteria. During the rating process, each criterion is evaluated on the basis of information provided by the company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require more detailed analysis and examination.
SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain the maximum rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions).
In compliance with the CMB's directive and to reach an overall Corporate Governance Rating, SAHA allocates the following weights to the four main sections of the Principles:
Shareholders: 25%
Disclosure and Transparency: 25%
Stakeholders: 15%
Board of Directors: 35%
To determine the final overall rating, SAHA utilizes its proprietary methodology which consists of sub- section weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.
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DISCLAIMER
This Corporate Governance Rating Report has been prepared by Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. (SAHA Corporate Governance and Credit Rating Services, Inc.) based on information made available by Tüpraş Türkiye Petrol Rafinerileri A.Ş. and according to the Corporate Governance Principles by the Turkish Capital Markets Board as amended on 2011.
This report, conducted by SAHA A.Ş. analysts and based on their best intentions, knowledge base and experience, is the product of an in depth study of the available information which is believed to be correct as of this date. It is a final opinion about the degree of sensitivity of a company to its shareholders' and stakeholders' rights, its commitment to public disclosure and transparency, and conduct and credibility of its board of directors.
The contents of this report and the final corporate governance rating should be interpreted neither as an offer, solicitation or advice to buy, sell or hold securities of any companies referred to in this report nor as a judgment about the suitability of that security to the conditions and preferences of investors. SAHA A.Ş. makes no warranty, regarding the accuracy, completeness, or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for investment or other purposes.
SAHA A.Ş. has embraced and published on its web site (www.saharating.com) the IOSCO (International Organization of Securities Commissions) Code of Conduct for Credit Rating Agencies and operates on the basis of independence, objectivity, transparency, and analytic accuracy.
© 2014, Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. All rights reserved. This publication or parts thereof may not be republished, broadcast, or redistributed without the prior written consent of Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. and Tüpraş Türkiye Petrol Rafinerileri A.Ş.
Contact:S. Suhan Seçkin suhan@saharating.com Ali Perşembe
apersembe@saharating.com
Ömer Ersan oersan@saharating.com
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