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Step by Step to the Future STEP BY STEP TO THE FUTURE AYGAZ ANNUAL REPORT 2019 INTRODUCTION 4 Agenda of the Annual General Assembly Meeting 5 Independent Auditors’ Report on Annual Report 6 Report of the Board of Directors and Chairman’s Message 8 General Manager’s Message 10 Aygaz in Figures 12 Financial and Operational Outlook 14 Subsidiaries and Afliates 16 Vision, Mission and Strategic Priorities 18 Highlights of 2019 20 Corporate History OPERATIONS IN 2019 24 2019 Overview 41 Subsidiaries 44 Afliates 46 Human Resources SUSTAINABLE GROWTH 52 Quality, Environment, Occupational Health and Safety 56 Innovation and Intellectual Rights 57 Research & Development SOCIAL RESPONSIBILITY 60 Social Responsibility Activities CORPORATE GOVERNANCE 64 Risk Management and Internal Audit 66 Investor Relations 69 Corporate Governance Principles Compliance Reports and Information Form 88 Legal Disclosures 90 Board of Directors 92 Executive Management 94 Board of Directors’ Proft Distribution Proposal 95 Statements of Independence by Independent Board Members 96 Proft Distribution Policy 96 Remuneration Policy for the Board of Directors and Senior Management CONSOLIDATED FINANCIAL STATEMENTS 98 Independent Auditors’ Report 102 Consolidated Financial Statements 108 Notes to Consolidated Financial Statements 2 “We must set a target for ourselves. And we must push toward that target with each step.” Vehbi Koç Founder STEP BY STEP TO THE FUTURE We took the frst step toward change, bringing warmth and happiness to households. We began spreading our energy across the country, becoming one big happy family as we continued on our path. We took one more step toward innovation as we and our trusted brand became the essential companion of drivers on the roads. And yet, we did not settle. We worked hard to always be present in all areas of life and to make it easier. Next, we took steps toward growth, always aiming for leadership and trailblazing. We touched thousands of lives every day, becoming a pillar of trust for our people, stakeholders and the community. We took new and farther steps, reaching beyond borders. We never wavered from our aspirations to contribute to a better world, to build the future with innovation and to drive our story forward, and we never will. Empowered by our never-ending energy, we are charging toward the future with every step we take. INTRODUCTION 2019 OVERVIEW SUSTAINABLE GROWTH SOCIAL RESPONSIBILITY CORPORATE GOVERNANCE CONSOLIDATED FINANCIAL STATEMENTS Agenda for Ordinary General Assembly Meeting of Aygaz A.Ş. to be held on March 10, 2020 1. Opening and election of the Chairman of the Meeting, 2. Reading, discussing and approving the 2019 Annual Report prepared by the Board of Directors, 3. Reading the Independent Audit Report Summary for 2019 accounting period, 4. Reading, discussing and approving of the Financial Statements related to 2019 accounting period, 5. Acquittal of each member of the Board of Directors in relation to the activities of Company in 2019, 6. Acceptance, acceptance after amendment or refusal of the proposal of the Board of Directors in accordance with the Company's proft distribution policy regarding the distribution of the profts of 2019 and the date of the distribution of profts, 7. Determining the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors, 8. Informing and approval of the Shareholders about the Remuneration Policy for the Members of the Board of Directors and Executive Management and the payments made within the scope of the policy in accordance with the Corporate Governance Principles, 9. Determining the annual gross salaries of the members of the Board of Directors, 10. Approval of the Independent Auditing Institution selection made by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations, 11. Informing the shareholders about the donations made by the Company in 2019 and determining an upper limit for donations to be made in 2020, 12. Informing the shareholders about the collaterals, pledges, mortgages and surety granted in favor of third parties and the income and benefts obtained in 2019 by the Company and subsidiaries in accordance with Capital Markets Board regulations, 13. Authorising the shareholders holding management capacity, the Members of the Board of Directors, executive managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2019 as per the Corporate Governance Communiqué of Capital Markets Board, 14. Wishes and opinions. 4 AYGAZ ANNUAL REPORT 2019 Convenience Translation Into English of Independent Auditor’s Report on The Board of Directors’ Annual Report Originally Issued in Turkish To the General Assembly of Aygaz A.Ş. 1. Opinion We have audited the annual report of Aygaz A.Ş. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the January 1 - December 31, 2019 period. In our opinion, the fnancial information and the analysis made by the Board of Directors by using the information included in the audited fnancial statements regarding the Group’s position in the Board of Directors’ Annual Report are consistent and presented fairly, in all material respects, with the audited full set consolidated fnancial statements and with the information obtained in the course of independent audit. 2. Basis for Opinion Our independent audit was conducted in accordance with the Independent Standards on Auditing that are part of the Turkish Standards on Auditing (the “TSA”) issued by the Public Oversight Accounting and Auditing Standards Authority (“POA”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities in the Audit of the Board of Directors’ Annual Report section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (the “Ethical Rules”) and the ethical requirements regarding independent audit in regulations issued by POA that are relevant to our audit of the fnancial statements. We have also fulflled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufcient and appropriate basis for our opinion. 3. Our Audit Opinion on the Full Set Consolidated Financial Statements We expressed an unqualifed opinion in the auditor’s report dated February 12, 2020 on the full set consolidated fnancial statements for the January 1 - December 31, 2019 period. 4. Board of Director’s Responsibility for the Annual Report Group management’s responsibilities related to the annual report according to Articles 514 and 516 of Turkish Commercial Code (“TCC”) No. 6102 and Capital Markets Board’s (“CMB”) Communiqué Serial II, No:14.1, “Principles of Financial Reporting in Capital Markets” (the “Communiqué”) are as follows: a) to prepare the annual report within the frst three months following the balance sheet date and present it to the general assembly; b) to prepare the annual report to refect the Group’s operations in that year and the fnancial position in a true, complete, straightforward, fair and proper manner in all respects. In this report fnancial position is assessed in accordance with the fnancial statements. Also in the report, developments and possible risks which the Group may encounter are clearly indicated. The assessments of the Board of Directors in regards to these matters are also included in the report. c) to include the matters below in the annual report: - events of particular importance that occurred in the Company after the operating year, - the Group’s research and development activities, - fnancial benefts such as salaries, bonuses, premiums and allowances, travel, accommodation and representation expenses, benefts in cash and in kind, insurance and similar guarantees paid to members of the Board of Directors and senior management. When preparing the annual report, the Board of Directors considers secondary legislation arrangements enacted by the Ministry of Trade and other relevant institutions. 5. Independent Auditor’s Responsibility in the Audit of the Annual Report Our aim is to express an opinion and issue a report comprising our opinion within the framework of TCC and Communiqué provisions regarding whether or not the fnancial information and the analysis made by the Board of Directors by using the information included in the audited fnancial statements in the annual report are consistent and presented fairly with the audited consolidated fnancial statements of the Group and with the information we obtained in the course of independent audit. PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Ediz Günsel, SMMM Partner İstanbul, 17 February 2020 5 INTRODUCTION 2019 OVERVIEW SUSTAINABLE GROWTH SOCIAL RESPONSIBILITY CORPORATE GOVERNANCE CONSOLIDATED FINANCIAL STATEMENTS Report of the Board of Directors and Chairman’s Message Dear Shareholders, uncertainty, the Federal Reserve’s (FED) is quite likely to have an impact on Turkey and the European Central Bank’s as well. (ECB) interest rate cuts, trade relations, Welcome to the 59th General Assembly particularly between the USA and Interest rate cuts, increased global Meeting
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