TransAtlantic Petroleum Ltd. (the “Company”) and its subsidiaries conduct business in a manner that complies with both the letter and the spirit of the law. The Company is committed to having strong principles and the highest ethical standards in conducting its business operations.
It is the responsibility of each employee or contractor working on behalf of the Company to promptly report actual or perceived violations of the Code of Conduct or laws. For this purpose, the Company maintains a compliance line that is operated by an independent third party. Potential violations of accounting, internal controls, financial reporting, auditing practices, and other governance issues can be reported to the compliance line via telephone twenty-four hours a day, seven days a week or through a secure internet website.
At the request of the reporting person, reports received through the compliance line will be kept strictly confidential and anonymous. The Company will see that individuals who truthfully, in good faith, report potential violations will be protected from any adverse action for having made the report.
NYSE American US Corporate Governance
The common shares of TransAtlantic Petroleum Ltd. are listed on the NYSE American. Section 110 of the NYSE American company guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A description of the significant ways in which the Company’s governance practices differ from those followed by US domestic companies pursuant to NYSE American standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE American minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its Amended Bye-Laws. The Company’s Amended Bye-Laws provide that the quorum for the transaction of business at a meeting of shareholders is at least two shareholders present in person or by proxy and entitled to vote, representing the holders of not less than 10% of the issued shares entitled to vote at such meeting.
Shareholder Approval Requirements: NYSE American requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares or that results in a change of control. In general, there is no such requirement under Bermuda law. The Company will seek a waiver from NYSE American shareholder approval requirements in circumstances where the securities issuance does not trigger shareholder approval under Bermuda law.
The foregoing is consistent with the laws, customs and practices in Bermuda.
By Mail:TransAtlantic Petroleum Ltd.
Attention: Audit Committee (Strictly Confidential)
16803 Dallas Parkway
P.O. Box 246
Addison, TX 75001-0246
By Telephone:If dialing from the USA 1-888-497-2579
If dialing from Turkey 0811-288-0001
Wait for the prompt, and then dial 888-497-2579.
Operators are available in English, Turkish, or French.