The Turkish Competition Authority has conditionally granted approval for the acquisition of all shares of BP Petroleum and BP Turkey by Petrol Ofisi, upon acceptance of the submitted commitments.

In its review concerning the acquisition of all shares of BP Petroleum Inc. and BP Turkey Refining Limited by Petrol Ofisi Inc., the Competition Authority conducted a detailed assessment of the transaction's effects across all stages of the fuel sector, including supply, distribution, storage, and retail sales. It concluded that the transaction could raise competitive concerns regarding the market power that the combined entity would hold in 61 geographic areas for B2C retail sales of gasoline, diesel, and autogas-LPG.

However, taking into account the unique structure of the markets where competitive concerns were identified, as well as their interrelations, the Authority determined that the commitments proposed by Petrol Ofisi Inc. were sufficient to address the identified competitive concerns. Therefore, on September 12, 2024, with decision number 24-37/885-379, the Authority granted conditional approval for the transaction. Accordingly, Petrol Ofisi Inc. will:

• Divest 115 fuel stations, the majority of which will be disposed of within two years from the date of the Competition Authority's approval of the transaction.

• Not terminate existing lease agreements with third parties, unless objectively expected otherwise by Petrol Ofisi Inc., and will not exceed the storage capacity equivalent to 50% of the total capacity of ATAŞ Anadolu Tasfiyehanesi AŞ, which amounts to 288,707 m³, or 52% of the total capacity of the Antalya Terminal owned by Çekisan Depolama Hizmetleri Ltd. Şti., which amounts to 21,104.93 m³, on an annual basis for three years. It will also exercise its voting rights at the inactive Tasfiye Halinde Ambarlı Depolama Hizmetleri Ltd. Şti. and Çekisan Depolama Hizmetleri Ltd. Şti.'s Çekmece Terminal towards a direction of not resuming operations in the future.

• Not exceed a sales volume of 606 tons in gas oil distribution for three years.

• Report the results of the implementation of the commitments to the Competition Authority every six months following the approval of the transaction.