Pre-Annual General Meeting Information • May 6, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 shall be held publicly on Tuesday, May 6, 2025, at 10:00 a.m. at Kennedy Caddesi No: 34 Kalyon Hotel Sultanahmet, Fatih/Istanbul to discuss and resolve on the following agenda.
The shareholders may attend the Company's Ordinary General Assembly Meeting physically or electronically in person or through their representatives. Electronic participation in the General Assembly Meeting is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, shareholders who will make transactions in the Electronic General Assembly System (EGAS) must first register with the Central Registry Agency ("CRA") e- CRA Information Portal and register their contact information and also have a secure electronic signature. Shareholders or their representatives who do not register with the e- CRA Information Portal and do not have secure electronic signatures cannot participate in the General Assembly electronically.
In addition, shareholders or their representatives who want to attend to the meeting electronically are required to fulfill their obligations in accordance with provisions of "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies issued at Official Gazette no. 28396 and dated 29 August 2012 and "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" issued at Official Gazette no. 28395 and dated 28 August 2012.
Our shareholders who wish to attend the General Assembly in person will be able to exercise their rights as to their shares registered in the "Shareholders List" specified in the CRA system by presenting their ID cards.
It is required for shareholders who can not participate in the meeting personally in physical or electronic media to arrange their powers of attorney in compliance with the following sample or to provide the sample form from our Company Headquarter or


website www.turcas.com.tr and to fulfill matters foreseen in "Voting by Proxy and Proxy Solicitation" Communiqué II-30-1of Capital Markets Board published in the Official Gazette dated 24 December 2013, no.28861 and to submit their notarized powers of attorney by attaching it to Power of Attorney Form bearing their own signatures. Proxy holders who have been electronically appointed via Electronic General Assembly System don't have to submit a notarized power of attorney.
Open ballot system shall be used by the procedure of raising hand provided that voting provisions for electronic media are reserved as to approval of Agenda items at General Meeting.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the General Assembly shall not be conditional upon the deposit of share certificates. Within this framework, there is no need for our shareholders to block their shares if they wish to attend the General Assembly Meeting. However, our shareholders who do not want their identities and information as to shares in their accounts to be communicated to our Company and therefore information of whom can not be seen by our Company are required to apply to intermediary agencies where their accounts are available and to remove "limitation" that block their identities and information as to shares in their accounts to be informed to our Company until 16.30 one day before the General meeting (05.05.2025) at the latest in case they want to attend to General Meeting.
Further information can be obtained from "Investor Relations Department" at the Head Office of our Company.
In accordance with related legislation of Turkish Commercial Code, Capital Markets Board and Ministry of Trade, 2024 Annual Report, Independent Audit Report, Financial Statements, Profit Distribution Proposal and detailed Information Document including requirements of Corporate Governance Principles will be made available for the review of shareholders latest 21 days prior to the General Meeting at the Company's corporate web-site, www.turcas.com.tr and Electronic General Assembly System.
It is announced to our esteemed shareholders respectfully.


Pursuant to the provisions of the "Turkish Commercial Code" (TCC) and the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Commerce to be present at these Meetings" ("Regulation") and Article 7 of the Internal Directive on the Working Principles and Procedures of the General Assembly of the Company, the election of the Chairman and the Presidency Council to conduct the General Assembly meeting will be held.
Pursuant to the provisions of "Turkish Commercial Code" (TCC) and Article 13 of Internal Directive on Working Principles of General Assembly of the Company, authorization of Meeting Council to sign the Annual General Meeting Minutes shall be submitted to the approval of our shareholders.
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about 2024 Annual Report which was available to our shareholders for examination purposes within the statutory period at our corporate web site (www.turcas.com.tr), Public Disclosure Platform ("PDP") and Electronic General Assembly portal of the Central Registry Agency 21 days prior to the date of the meeting. The mentioned annual report shall be submitted to the approval of our shareholders.
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about 2024 Independent Audit Report Summary, adjusted according to IAS 29 Inflation Accounting, which was available to our shareholders for examination purposes within statutory period at our corporate web site (www.turcas.com.tr), Public Disclosure Platform ("PDP") and Electronic General Assembly portal of the Central Registry Agency 21 days prior to the date of the


meeting. The mentioned independent audit report shall be submitted to the approval of our shareholders.
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about Balance Sheet and Income Statement, adjusted according to IAS 29 Inflation Accounting, for the fiscal year 2024 which was available to our shareholders for examination purposes within statutory period at our corporate web site (www.turcas.com.tr), Public Disclosure Platform ("PDP") and Electronic General Assembly portal of the Central Registry Agency 21 days prior to the date of the meeting. The mentioned financial statements shall be submitted to the approval of our shareholders.
Pursuant to the provisions of the Turkish Commercial Code and the Regulation, the release of our members of the Board of Directors individually for their activities, transactions and accounts for the fiscal year 2024 will be submitted to the approval of our shareholders.
As it has been shared publicly with the resolution of the Board of Directors of the Company dated 11.04.2025 and numbered 2025/07; the issue of distributing as dividends 345,000,000 TL (to be distributed from 2024 yearly profit) from the remaining amount after deducting all the reserves required to be allocated according to the legislation and as per the Dividend Distribution Table based on statutory financial statements as well as audited and unconsolidated financial statements per Capital Markets Board regulations, dated 31.12.2024, had been resolved. According to the same resolution, the advance dividend distribution amounting to 145,000,000 TL made in December 2024 will be deducted from this distribution amount and after this deduction, remaining 200,000,000 TL will be paid entirely in cash to shareholders starting from 30.06.2025 This issue will be submitted to the approval of the General Assembly. Details of the 2024 Profit Distribution Table are given in Annex-1.


In line with the Corporate Governance Principles of the Capital Markets Board, it will be submitted for the approval of the General Assembly that in 2025, the Independent Members of the Board of Directors shall be paid a remuneration in the gross amount of TL 5,975,612.50 per annum, and the other Members of the Board of Directors shall be paid an attendance fee and/or remuneration in the gross amount of TL 31,885,323.28 per annum, and that these fees shall be subject to the interim inflation increase that may be granted throughout the Company.
Since the terms of office of the members of the Board of Directors of our Company will expire on 11.05.2025, it has become necessary for the Board of Directors to reappoint all members and to determine their terms of office.
In accordance with the Turkish Commercial Code and the Regulation and considering the principles regarding the election of the Board of Directors in the Company's Articles of Association, the election of the members of the Board of Directors will be held for a period of 1 (one) year for the Independent Members of the Board of Directors and 3 (three) years for the other Members of the Board of Directors. The resumes of Candidate Members of the Board of Directors of Turcas Petrol A.Ş. are given in Annex-2. The resumes and declarations of independence of the candidate Independent Members of the Board of Directors are given in Annex-3.
The relevant article of our Articles of Association regarding the election of Board Members is as follows:
The Company shall be managed by a Board of Directors composed of minimum seven maximum nine members. The members of the Board of Directors shall be elected by the General Assembly for a period not exceeding three years at the very most.
The members of the Board of Directors are elected preferably from among the persons, who have graduated from a university, have technical knowledge and/or general financial and law knowledge and managerial experience on the subjects of activity of the Company and who have the possibility and stability to attend the board of directors meetings.


At least three of the members of the Board of Directors shall be elected among the candidates nominated by the Group B shareholders. At least two of the members of the Board of Directors shall be elected among the candidates nominated by the Group C shareholders. In case the Group C shareholders hold at least forty percent (40%) of the Group A shares on the date of the General meeting where the members of the Board of Directors are elected, then they shall have the right to nominate and elect three (3) members of the Board of Directors. The remaining members of the Board of Directors, however, shall be nominated and elected by the Group B shareholders.
The Board of Directors shall call a meeting of the Group C shareholders and the Group B shareholders for the purpose of electing their candidates at least seven days before the General meeting. This meeting shall be held on a plain majority of both the Group B shares and the Group C shares separately, and the resolution shall be adopted on a plain majority of the Group B shares and the Group C shares, which are represented in the meeting, separately.
The chairman of this meeting shall inform the Chairman of the Board of Directors of the candidates for the purpose of being submitted to the Chairmanship of the General meeting. The member who quits the membership is allowed to be reelected. The General Assembly, if considered necessary, may change the members of the Board of Directors at any time without being bound by any term provided that the related procedure shall be respected. In appointments to be made to the memberships that become vacant for any reason by the Board of Directors in accordance with the article 363 of the Turkish Commercial Code, new members shall be appointed taking into consideration the Groups. Such members shall be submitted for the approval of the next General meeting. In case their appointments are approved, then they shall complete the duty period of the previous members.
Pursuant to the Turkish Commercial Code, Capital Markets Law and related legislation and the Board of Directors' resolution dated 08.04.2025 and numbered 2025/05, and in line with the positive opinion of the Audit Committee, the proposal for the selection of BDO Denet Bağımsız Denetim ve Danışmanlık A.Ş. to carry out the independent audit of the financial reports for the fiscal year 2025 will be submitted to the approval of the shareholders.


11.Approval of the Independent Audit Company recommended by the Board of Directors in line with the relevant report of the Company Audit Committee for the audit of the sustainability reports to be prepared within the scope of the Compulsory Assurance Audit in accordance with the Turkish Sustainability Reporting Standards,
The proposal for the selection of the Independent Audit Company to be appointed for the audit of the sustainability reports to be prepared in accordance with the Turkish Sustainability Reporting Standards within the scope of the Compulsory Assurance Audit will be submitted to the approval of the shareholders at the Ordinary General Assembly.
Our Company donated 1,312,682 TL during the fiscal year of 2024.
Pursuant to the Article 12 of the Capital Markets Board Corporate Governance Communique No. II-17.1, securities-pledges, mortgages and acquired incomes and benefits given by our Company and/or its Subsidiaries in favor of third parties must be stipulated in a separate article of the agenda of the Annual General Meeting. Related information has been shared in footnote 13 of our financial statements dated 31.12.2024.
Since it is only possible with the approval of the General Assembly for the Shareholders, Members of the Board of Directors, Senior Managers and their spouses and relatives by blood or marriage up to the second degree to carry out transactions and compete with the Company or its Subsidiaries that may cause conflict of interest, within the framework of Articles 395 titled "Prohibition of Transactions with the Company and Borrowing Money from the Company" and 396 titled "Prohibition of Competition" of the Turkish Commercial Code and in accordance with the Corporate Governance Communiqué of the Capital Markets Board No. II.17 .1 of the Capital Markets Board's


Corporate Governance Communiqué No. II.17.1, it is only possible with the approval of the General Assembly, The granting of the said permission will be submitted to the approval of our shareholders at the General Assembly (Article 16) and information will be provided on whether there are any transactions within the scope of the permission granted at the Ordinary General Assembly held on May 15, 2024 in accordance with the relevant article of the Turkish Commercial Code.
Information shall be given to the General Assembly about transactions made with related parties in 2024 within the framework of regulations of Capital Markets Board. The mentioned transactions with related parties are indicated in footnote 25 of our financial statements dated 31 December 2024.
Since it is only possible for our Board Chairman and Members to make a transaction within the framework of article 395 Turkish Commercial Code titled "Prohibition of Transaction with the Company" and article 396 titled "Non-Competition" with the approval of General Assembly, the mentioned permission shall be submitted to approval of our shareholders at General Assembly.
At the end of the agenda, necessary explanations will be made by the authorized persons in case of any questions raised by the shareholders.


| Commercial Title/Name Surname |
Share in Capital (TL) |
Share in Capital (%) |
Voting Right | Share in Voting Right (%) |
|
|---|---|---|---|---|---|
| Aksoy Girişimcilik Enerji ve Turizm A.Ş. |
139.175.892 | 54,45 | 139.175.892 | 54,45 | |
| Traded at BIST | 91.233.827 | 35,69 | 91.233.827 | 35,69 | |
| Turcas Petrol A.Ş. (Traded at BIST) |
71.336 | 0,03 | 71.336 | 0,03 | |
| Other Real Persons and Legal Entities |
25.118.945 | 9,83 | 25.118.945 | 9,83 | |
| TOPLAM | 255.600.000 | 100,00 | 255.600.000 | 100,00 |
*As of March 31, 2025
| Group | Registered/to the Bearer |
Nominal Value of Each Share (TL) |
Total Nominal Value (TL) |
Share in Capital (%) |
Privilege Type |
Whether or Not Traded at Stock Exchange |
|---|---|---|---|---|---|---|
| A | REGISTERED | 1,00 | 230.481.055,08 | 90,17 | NO PRIVILEGE |
TRADED |
| A | REGISTERED | 1,00 | 25.118.794,92 | 9,82 | NO PRIVILEGE |
NOT TRADED |
| B | REGISTERED | 1,00 | 112,50 | 0,00 | PRIVILEGED NOT | TRADED |
| C | REGISTERED | 1,00 | 37,50 | 0,00 | PRIVILEGED NOT | TRADED |
| TOTAL | 255.600.000,00 | 100,00 |
The majority of Group A shares are held by Aksoy Girişimcilik Enerji ve Turizm A.Ş. In addition, all of the Group C shares also belong to Aksoy Girişimcilik Enerji ve Turizm A.Ş.


In accordance with Article 29 of the Company's Articles of Association, each shareholder attending the General Meeting has the right to cast one vote for each share as per Article 434 of the Turkish Commercial Code.
Pursuant to Article 13 of the Company's Articles of Association, Group B and Group C shareholders have the privilege to nominate Board Members.
Pursuant to Article 15 of the Company's Articles of Association, the meeting quorum of the Board of Directors is formed by the attendance of a total of five members. Each member of the Board of Directors has one voting right. Decisions are resolved by the majority of the members present. Only in important decisions specified in Article 15 of the Company's Articles of Association, at least one member of the Board of Directors nominated by the holders of Group C shares must cast an affirmative vote.
Our Company collected USD 8 Million Preferred Dividends, USD 7.6 Million Balancing Agreement (BPA) Revenue and TL 300 Million Ordinary Dividends during 2024 from Shell & Turcas Petrol A.Ş., its subsidiary with 30% shareholding.
There was no cash inflow during 2024 from RWE & Turcas Güney Elektrik Üretim A.Ş. ("RWE & Turcas"), its subsidiary with 30% shareholding. On the other hand, the amount to be received by our Company from the cash capital reduction amounting to TL 400,000,000 approved by the General Assembly of RWE & Turcas in February 2025 is TL 120,000,000 and the related amount is planned to be paid to our Company in cash by RWE & Turcas following the legal procedures expected to be completed by the end of May 2025.
Furthermore, the permission processes for a 20 MW hybrid SPP investment in our subsidiary RWE & Turcas to meet the domestic consumption of our power plant were completed in 2024 and the Electricity Generation License of RWE & Turcas was amended by EMRA in June 2024; so as to include a Hybrid SPP with an installed capacity of 20 MW. A final investment decision has not yet been made for this investment and negotiations with banks are ongoing for feasibility studies and financing of the investment cost.
Turcas Petrol's consolidated loan balance was EUR 12.3 million at the end of 2023. Following additional voluntary early repayments in March, April, June and September


2024, the loan balance was decreased to 0 as of September 30, 2024 and the loan was closed.
NONE.
D-) In case the general assembly meeting agenda includes dismissal, change or election of board of directors members, the grounds for their dismissal and change and with respect to the persons whose candidacy has been declared to the corporation; their CVs, duties that they have conducted in the last ten years and reasons for their resignation, feature and materiality level of their relation with the corporation and its related parties, whether they are independent or not, and information on similar issues which may affect the activities of the corporation should these persons are elected as members of Board of Directors:
Agenda No. 9 of the Ordinary General Assembly Meeting for the year 2024 includes an item regarding the election of Board Members to replace the Board Members whose terms of office have expired and the determination of their terms of office. The resumes of the candidates for Board Members are given in Annex-2, and the resumes and declarations of independence of the candidates for Independent Board Members are given in Annex-3. In the event that the candidate Independent Board Members are elected as Board Members, there are no issues that may adversely affect the Company's activities in accordance with the CMB Corporate Governance Principles.
Pursuant to Article 13 of the Company's Articles of Association, the Board of Directors has invited the holders of Group C Shares and Group B Shares, which have the privilege to nominate candidates for the Board of Directors, to a meeting to nominate candidates for the Board of Directors. The aforementioned Nomination Meeting was held on March 21, 2025 and the resumes of the Nominated Board Members are provided in Annex-2


| TURCAS PETROL A.Ş. 2024 Dividend Distribution Table (TL) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. Paid-in Capital | 255.600.000,00 | 255.600.000,00 | |||||||
| 2. Legal Reserves (According to Statutory Books) | 39.311.954,06 | ||||||||
| Info on priviledges regarding dividends, if there is any as per Articles of Association | None | ||||||||
| According to CMB Financials | According to Statutory Financials | ||||||||
| 3 . Profit Before Tax | 906.388.002,00 | 722.107.628,11 | |||||||
| 4 . Tax Expense (-) | -8.348.404,00 | 0,00 | |||||||
| 5 . Net Profit ( = ) | 898.039.598,00 | 722.107.628,11 | |||||||
| 6 . Prior Years' Losses ( - ) | 0,00 | -130.915.230,46 | |||||||
| 7 . General Legal Reserves ( - ) | - | 24.846.998,13 | - | 24.846.998,13 | |||||
| 8 . NET DISTRIBUTABLE PROFIT FOR THE PERIOD ( = ) | 873.192.599,87 | 566.345.399,52 | |||||||
| Distributed Advance Dividend (-) | 145.000.000,00 | 145.000.000,00 | |||||||
| Advance Dividend Deducted Net Distributable Current Period Profit/Loss | 728.192.599,87 | 421.345.399,52 | |||||||
| 9 . Donations Made During the Year ( + ) | 1.570.994,00 | ||||||||
| 10. Net Distributable Profit For The Period Including Donations | 729.763.593,87 | 421.345.399,52 | |||||||
| First Dividend to Shareholders | 12.780.000,00 | 12.780.000,00 | |||||||
| - Cash | 12.780.000,00 | 12.780.000,00 | |||||||
| 11. | - Bonus Shares | 0,00 | 0,00 | ||||||
| - Total | 12.780.000,00 | 12.780.000,00 | |||||||
| 12. Dividends Distributed to Preferred Shareholders | 0,00 | 0,00 | |||||||
| 13. | Other Dividends Distributed - to members of the Board of Directors, - to employees, - to people other than shareholders |
0,00 0,00 |
0,00 0,00 |
||||||
| 14. Dividends Distributed to Redeemed Shareholders | 0,00 | 0,00 | |||||||
| 15. Second Dividend To Shareholders | 332.220.000,00 | 332.220.000,00 | |||||||
| 16. General Legal Reserve | 33.222.000,00 | 33.222.000,00 | |||||||
| 17. Statutory Reserves | 0,00 | 0,00 | |||||||
| 18. Special Reserves | 0,00 | 0,00 | |||||||
| 19. EXTRAORDINARY RESERVES | 0,00 | 0,00 | |||||||
| 20. | Other Sources Provided For Distribution -Retained Earnings |
0,00 | 0,00 | ||||||
| DIVIDEND PAYOUT RATIO | |||||||||
| GROUP | TOTAL DIVIDEND AMOUNT (TL) NET | THE RATIO OF DIVIDEND DISTRIBUTED TO SHAREHOLDERS TO NET DISTRIBUTABLE INCOME(TL) |
DIVIDEND PER SHARE WITH 1 TL NOMINAL VALUE (TL) NET |
||||||
| CASH (TL) | BONUS SHARES (TL) | RATIO (%) | AMOUNT (TL) | RATIO (%) | |||||
| (1) A |
199.999.882,63 | 0,00 | 35,31 | 0,00 | 0,6651017 | 66,51017 | |||
| NET | B | 88,03 | 0,00 | 0,00 | 0,00 | 0,6651017 | 66,51017 | ||
| C TOPLAM |
29,34 200.000.000,00 |
0,00 0,00 |
0,00 35,31 |
0,00 0,00 |
0,6651017 0,6651017 |
66,51017 66,51017 |
|||
(1) Consists of free float and remaining other shares (not publicly traded). As these shareholders' identities (real/legal person) are unknown, net dividend amounts were calculated with the "real person" assumption.


Erdal Aksoy has been the Chairperson of the Board of Directors at Turcas Petrol since 1996 and also serves as a Member of the Board at Shell & Turcas Petrol, one of Group subsidiaries. In addition, Erdal Aksoy serves as the Chairperson of the Board at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, serves as the Vice Chairperson of the Board at The Conrad Istanbul Bosphorus, and serves as a Member of the Board at The Ritz-Carlton Residences, Bodrum, all of which are related companies and legal entities. Erdal Aksoy is a Member of TUSIAD (Turkish Industry and Business Association), Chairperson of PODEM (Public Policy and Democracy Studies), a Member of the Advisory Board of TESEV (Turkish Economic and Social Studies Foundation), and Member of the Board of Trustees of the Azerbaijan Diplomacy Academy (ADA). Erdal Aksoy had served as a Member of the Board of TISK (Confederation of Turkish Employers Union) and Chairperson of the Turkish Shipowners and Employers Union in the past. Erdal Aksoy, for a period, was the Istanbul Provincial Head of the Motherland Party (ANAP), and the President of Sarıyer Sports Club. Erdal Aksoy, an Electrical & Electronics Engineering Graduate of Istanbul Technical University (1966), speaks fluent English, and is married with two children and has three grandchildren. The inspiring life story of Erdal Aksoy has been the subject of the book an documentary entitled "Life is Solving Problems" by journalists Rıdvan Akar and Hilmi Hacaloğlu.
Banu Aksoy is the Vice Chairperson of Aksoy Holding and Turcas Petrol and its controlled subsidiaries. She is a Member of the Risk Management Committee since 2010 and she serves as an Executive Board Member at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, Conrad Istanbul Bosphorus, and The Ritz-Carlton Residences, Bodrum, Aksoy International Holding, Aksoy USA Holdings, and all of which are related companies and legal entities. Having worked at the Eurasia Business Development Division of ConocoPhillips between 1998 and 2000, Ms. Aksoy also serves as a Member of the Board at Shell Petrol, one of Group subsidiaries. Banu Aksoy is dedicated to social investment initiatives and collaborates with various non-governmental organizations. She also serves as the Chairperson of the "Equality, Diversity, and Inclusion Committee" within the company. Both Turcas and Aksoy Holding are signatories of the United Nations Women's Empowerment Principles (WEPs). She actively oversees the integration of gender equality practices into corporate processes and ensures their effective implementation. She is a Member of DEIK (Foreign Economic Relations Board of Türkiye), PETFORM (Petroleum Platform Association), and the Endeavor Association. Following her graduation from The Koç University Faculty of Business Administration


in 1997, she completed a Finance Extension program at the University of California at Berkeley.
Batu Aksoy is the CEO of Turcas Petrol (BIST:TRCAS) and its controlled subsidiaries since 2010 where he has been serving as an Executive Board Member since 2005. He is also a Board Member at Shell & Turcas Petrol and Vice Chairperson at RWE & Turcas Power, both of which are Group subsidiaries. Additionally, Batu Aksoy serves as the Vice Chairperson at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, as the Chairperson at Aksoy Holdings, The Ritz-Carlton Residences, Bodrum, Aksoy International Holdings, Aksoy USA Holdings and as an Executive Board Member at Conrad Istanbul Bosphorus Hotel, all of which are related legal entities. Batu Aksoy is the Honorary Consul of the Republic of Chile in Istanbul since 2016; a Member of TUSIAD (Turkish Industry and Business Association) where he served as a Board Member between 2015-2022, a Member of the High Advisory Council of TÜRKONFED (Turkish Enterprise and Business Confederation), a Board Member of the Türkiye-U.S. Business Council (TAİK) and Turkey-Chile Business Council within DEİK (Foreign Economic Relations Board of Turkey), and a Member of the Advisory Board of The Johns Hopkins University (JHU) Whiting School of Engineering. Batu Aksoy is a 1998 graduate of The Johns Hopkins University, Whiting School of Engineering (Baltimore, USA) with a BSc degree in Electrical & Computer Engineering. Batu Aksoy is married with a son and a daughter.
M. Timuçin Tecmen has worked in several departments under Kalyon Tourism Group's business entities since 1995. Since 2002, he has been holding the positions of Deputy Chairperson at both YTC Tourism and Energy Corporation as well as Kalyon Hotel Tourism Corporation. M. Timuçin Tecmen started his university education in Switzerland, in American College of Switzerland and graduated from Istanbul University School of Business with a degree in English Business Management. He is a member of TUROB, Hotel Association of Turkey and Skal International. He is fluent in English. Tecmen is married with two children.
Ambassador (ret.) Matthew J. Bryza is the Regional Managing Partner in Istanbul for Ballard Partners, a leading US governmental affairs firm and the founding managing director of EBD Strategic Consulting in Istanbul. Bryza additionally serves on the Board of Nobel Upstream, an oil and gas producer based in the UK, as well as Overgas, Bulgaria's largest private natural gas distribution company, and Paxson Engineering, one of the fastest-growing privately held companies in the United States. Matthew is also a Board Member of the Jamestown Foundation, a think-tank based in Washington,


DC. He was Director of the International Center for Defense and Security in Tallinn, Estonia, from 2012-2015. Bryza completed a 23-year career as a U.S. diplomat in January 2012 as Ambassador to Azerbaijan. During 2005-2009, he served as Deputy Assistant Secretary of State for Europe and Eurasia, with responsibility for Eurasian energy security, Turkey, Greece, Cyprus, the South Caucasus, and Central Asia. During 2001 to 2005, Ambassador Bryza served in the White House as Director for European and Eurasian Affairs on the National Security Council Staff, covering the same areas as mentioned above. Earlier assignments included Deputy Special Advisor to the President and Secretary of State on Caspian Energy, Russia Desk Officer and Political Officer at the U.S. Missions to Russia (1995-97) and Poland (1989- 91). Matthew holds a bachelor's degree from Stanford University and a master's degree from the Fletcher School of Law and Diplomacy at Tufts University, both in international relations.
Lale Ergin graduated from the Department of Business Administration at Middle East Technical University in 1996 and completed the Executive MBA program at Koç University in 2001. She began her career at the Borusan Group, where she held executive roles for over 20 years, leading critical corporate functions such as Strategy, Business Development, Mergers & Acquisitions (M&A), and Innovation at the group level. During this period, she was responsible for a broad range of initiatives, including the development of Borusan Group's portfolio strategy, the creation of new business opportunities, the management of M&A processes, and the design of innovative business models. Additionally, she served as the co-leader of the Group's digital transformation program. In 2018, Ergin joined the Borusan Holding Executive Committee, where she was responsible for overseeing group companies operating in strategic sectors such as Borusan Logistics, Borusan EnBW Energy, Supsan, and Borusan Manheim. She also held long-standing roles as a board member and executive board director in several subsidiaries within the Group. In 2020, she co-founded ESA Esports & Media, a company operating in the esports and video gaming sector and assumed the role of CEO. Under her leadership, ESA became the largest independent esports organization in Turkey, organizing both online and offline official esports leagues and tournaments, and evolving into a digital media platform producing original content and becoming one of the key players in the industry. Ms. Ergin currently serves as an Independent Board Member at Alarko Holding, Logo Yazılım, and Mondi Türkiye Oluklu Mukavva Kağıt ve Ambalaj Sanayi A.Ş.


I hereby declare that I am a candidate for "Independent Member" to carry out tasks on the Board of Directors of Turcas Petrol A.Ş. ("Company"), within the scope of applicable laws, rules and regulations, the Company's Articles of Association and the criteria stipulated in the Corporate Governance Principles published by the Capital Markets Board and within this scope I do declare that:
a) Within the last five years, no executive employment relation that would give important duties and responsibilities has been established between myself, my spouse, my first and second degree and (i) the Company and (ii) the subsidiaries of the Company, and (iii) shareholders who control the management of Company or who have significant influence in Company and juridical persons controlled by these shareholders; and that I (individually or collectively with my spouse or my up first and second degree relatives by blood or by marriage) neither possess more than 5% of any and all Company capital or voting rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important duties and responsibilities or I have not been a member of the Board of Directors or been a shareholder (more than 5%) particularly in the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal audit, internal audit), and in the companies that the Company purchases products and services from or sells products and services to within the framework of the agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowhow, and experience that will help me properly carry out the tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and organizations (except working as an academician at the university) after being elected as a member,
e) I reside in Turkey in accordance with the Income Tax Law dated 31 December 1960 and numbered 193,
f) I do have the strong ethical standards, professional standing and experience that will help me positively contribute to the activities of the Company and remain neutral in conflicts of interests between the Company and the shareholders, and that will help me take decisions freely by taking the rights of the stakeholders into consideration,
g) I will be able to allocate the sufficient time for the activities of the Company to an extent that will help me pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than 6 years in total within the last 10 years,


i) I have not been an independent member of the Board of Directors in more than three of the companies controlled by the Company or by the shareholders who control the management of the Company and in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the legal entity elected as member of the Board of Directors.
Respectfully,
Lale Ergin - March 10, 2025
Timothy James Ford was awarded HNC Mechanical Engineering with Distinction in 1980 and holds a BSc Materials Science with First Class Honours degree from the University of Bath from 1981. He completed the INSEAD Advanced Management Programme in 2001. Mr. Ford has started his career at Shell in 1981 (London, UK). Since then, he took different roles in different countries in the Shell organization. He worked in different functions of Shell in countries such as UK, Australia, Barbados and Oman until 2006. Between 2006 - 2011, he worked as the Vice President for Lubricants in the Asia Pacific region, based in Singapore. Between 2011 - 2012, he was the Vice President for Fuels and Lubricants in the Europe and Africa region. In 2012, he was appointed as the Vice President for Retail in Europe, Russia and Africa and worked at this position until 2015. In 2015, he took the role of Executive Vice President of Global Customer Operations and worked at this role until formally leaving Shell on March 31, 2018. Between 2011 and 2012, he was a Board Member at Shell & Turcas Petrol A.Ş. from 2013 - 2015 he served as the Chairman of the Board of Directors of Shell & Turcas Petrol A.Ş. During 2015 to 2017, Mr. Ford was the Shareholder Representative for Shell at Shell & Turcas Petrol A.Ş. until leaving this position on December 31, 2017. Mr. Ford has comprehensive experience in M&A, Marketing, Sales and Operational Leadership, Strategy Development and Leading Change. He has significant experience both at JV/Board/Committee Chair and VP/CEO level roles at a large-scale global and multinational organization. Since 2016, Mr. Ford has a non-remunerated Board role as Council Member, Chair of Audit Committee and Senior Independent Director at University of Bath in UK which is a charitable organisation. He currently Chairs a Vineyard and Winery business in the UK and is on the Board of a UK Car Sales start up, He is a shareholder and Board adviser to a number of health care and related UK startups. Mr. Ford is a British citizen, married with three adult children and grand children.


I hereby declare that I am a candidate for "Independent Membership" to carry out tasks on the Board of Directors of Turcas Petrol A.Ş. ("Company"), within the scope of applicable laws, rules and regulations, the Company's Articles of Association and the criteria stipulated in the Corporate Governance Principles published by the Capital Markets Board except for the criteria of "qualifying as a Turkish resident under the Income Tax Law". I do declare that I fully comply with the following criteria:
(a) Not to have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, not to own more than 5% of the capital or voting rights or privileged shares either jointly or solely or not to have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and himself/herself, his/her spouse and his/her relatives by blood or marriage up to second degree,
(b) Not to have been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of board of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit (including tax audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods,
(c) To have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member,
(d) Not to be a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation,
(e) To be capable to contribute positively to the operations of the corporation, to maintain his/her objectivity in conflicts of interests between the corporation and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
(f) To be able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties,
(g) Not to have conducted membership of board of directors more than a term of six years in the last ten years,
(h) Same person shall not be the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange,


(i) Not to be registered and announced as a board member representing a legal entity.
Respectfully,
Timothy James Ford - March 10, 2025
Markus Slevogt received a Diploma in Economics from Kent University (UK) in 1995 and then completed the MBA program at Philipps University (Germany) in 1997. He also got a Postgraduate Diploma from ESMT European School for Management & Technology (Germany) in the field of Advanced Management in 2005 and furthermore completed his PhD in Banking & Finance at Philipps University (Germany) in 2008. Starting his career in Deutsche Bank Group in 1997, Markus Slevogt took the Deutsche Bank AG Türkiye Representative role between 1999 - 2002 and the Deutsche Bank AG Türkiye Senior Representative role between 2002 - 2008. He had been transferred to ING Switzerland as a Director in 2008 and had worked in this position until 2010. He then worked as the Managing Director, Head of Wealth Management in ING Bank Türkiye between 2010 - 2012. Markus Slevogt has been continuing his career starting from 2012 as an entrepreneur. The Board Membership positions he had undertaken in the past and he is currently undertaking are listed below: • 2012 - 2015: Independent Board Member, Türk Demir Döküm A.Ş. (Vaillant Group), Türkiye • 2012 - 2017: Board Member, BSH - Bosch Siemens Home Appliances, Türkiye • 2013 - 2018: Independent Board Member, Organik Holding A.Ş., Türkiye • 2015 - 2021: Board Member, Erciyas Group, Türkiye • Since 2014: Board Member, Amarkon Group A.Ş., Türkiye • 2018-2024: Independent Board Member, Akçansa A.Ş. (Joint Venture between Heidelberg Materials/Sabancı Holding), Türkiye • 2022-2025: Supervisory Board Member, Aquila Capital Investmentgesellschaft mbH, Germany • Since 2023: Vice Chairman & Board Member, Union Investment Real Estate - Forum Mersin & Forum Kayseri Shopping Malls, Türkiye Markus Slevogt has deep experience in consumer durables, specialty chemicals, industry, mobility and renewable energy sectors and in the fields of strategic management, board governance, family businesses, portfolio management and multinational corporations. He also undertook the roles of both Chairman and Member of the Audit, Corporate Governance and Early Detection of Risk Committees in companies which he was a member of the Board of Directors. Markus Slevogt has also been lecturing at universities and he was the Board Member of BAU Bahçeşehir University Graduate School of Business between 2015 - 2021. Since 2022, he has been working at the same university as an Assistant Professor at the Faculty of Economics, Administrative & Social Sciences, Department of International Finance. Moreover, has been giving lectures on Strategic & Family Business Management at Koç University since 2022. Slevogt undertook important roles at German-Turkish Chamber of Industry and Commerce between 2003 - 2022 and at


TÜSİAD between 2003 - 2013. He has also been acting as the Co-Founder and Chairman of EuropeanTurkish Trade & Investment Council since 2023. In addition, he has been a member of the Istanbul Rotary Club since 2001. Slevogt is a German citizen and is currently living in Türkiye.
I hereby declare that I am a candidate for "Independent Member" to carry out tasks on the Board of Directors of Turcas Petrol A.Ş. ("Company"), within the scope of applicable laws, rules and regulations, the Company's Articles of Association and the criteria stipulated in the Corporate Governance Principles published by the Capital Markets Board and within this scope I do declare that:
a) Within the last five years, no executive employment relation that would give important duties and responsibilities has been established between myself, my spouse, my first and second degree and (i) the Company and (ii) the subsidiaries of the Company, and (iii) shareholders who control the management of Company or who have significant influence in Company and juridical persons controlled by these shareholders; and that I (individually or collectively with my spouse or my up first and second degree relatives by blood or by marriage) neither possess more than 5% of any and all Company capital or voting rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important duties and responsibilities or I have not been a member of the Board of Directors or been a shareholder (more than 5%) particularly in the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal audit, internal audit), and in the companies that the Company purchases products and services from or sells products and services to within the framework of the agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowhow, and experience that will help me properly carry out the tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and organizations (except working as an academician at the university) after being elected as a member,
e) I reside in Turkey in accordance with the Income Tax Law dated 31 December 1960 and numbered 193,
f) I do have the strong ethical standards, professional standing and experience that will help me positively contribute to the activities of the Company and remain neutral in


conflicts of interests between the Company and the shareholders, and that will help me take decisions freely by taking the rights of the stakeholders into consideration,
g) I will be able to allocate the sufficient time for the activities of the Company to an extent that will help me pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than 6 years in total within the last 10 years,
i) I have not been an independent member of the Board of Directors in more than three of the companies controlled by the Company or by the shareholders who control the management of the Company and in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the legal entity elected as member of the Board of Directors.
Respectfully,
Dr. Markus Christian Slevogt - 10 March 2025
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