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TURCAS PETROL A.Ş.

Pre-Annual General Meeting Information Aug 19, 2025

8931_rns_2025-08-19_71e14f12-81c2-45e3-bdf4-ed5228a43e75.pdf

Pre-Annual General Meeting Information

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INVITATION LETTER FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING ON 19 AUGUST 2025 BY BOARD OF DIRECTORS OF TURCAS PETROL A.Ş.

The Extraordinary General Assembly Meeting of our Company, registered with the Istanbul Trade Registry Office under trade registry number 17118-0, shall be held publicly on August 19, 2025, at 10:00 a.m. at the Company headquarters located at Maslak Mah. AOS 55. Sok. 42 Maslak A Blok No:2/7 Sarıyer/İstanbul 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 (18.08.2025) 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.

The detailed Information Document regarding the agenda items of the Extraordinary General Assembly Meeting will be made available for review by esteemed shareholders at the Company headquarters, on the Company's corporate website at www.turcas.com.tr, and through the Electronic General Assembly System three weeks prior to the meeting.

It is announced to our esteemed shareholders respectfully.

TURCAS PETROL A.Ş.

AGENDA FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING of TURCAS PETROL ANONİM ŞİRKETİ TO BE HELD ON AUGUST 19, 2025

1. Opening and election of the Presiding Board,

2. Authorizing the Presiding Board to sign the minutes of the general assembly meeting,

3. Informing the shareholders that, within the framework of Article 14/1 of the Communiqué on Significant Transactions and Withdrawal Right (II-23.3), in the event that the withdrawal right is exercised, the Company will purchase the shares at a price of TRY 26.20 per share, which is the arithmetic average of the daily adjusted weighted average prices that occurred on the stock exchange within the last thirty-day period preceding 10.03.2025, the date of public disclosure of the board resolution regarding the amendment of the articles of association, and that the details regarding the process of exercise of withdrawal right is included in the Information Document,

4. Discussion and resolution on the amendment of article 2 titled "Trade Name" (Unvan) and article 3 titled "Purpose and Scope" (Amaç ve Konu) of the Company's articles of association in accordance with the amendment text provided in the Annex, and accordingly, changing the Company's trade name to "Turcas Holding A.Ş.",

5. Discussion and submission of same to the approval of the general assembly of abandoning the amendment of article 2 titled "Trade Name" (Unvan) and article 3 titled "Purpose and Scope" (Amaç ve Konu) of the Company's articles of association, if, as a result of the vote on agenda item 4, it is understood that the cost incurred by the Company due to the exercise of the withdrawal right exceeds TRY 50,000,000; and in the event that the threshold is understood to be not exceeded, non-discussion of the agenda item 5,

6. Answering the questions raised by the Shareholders.

ANNEX

AMENDMENT TO THE ARTICLES OF ASSOCIATION

OLD

COMMERCIAL TITLE

ARTICLE 2

The Commercial title of the Company is "TURCAS PETROL ANONİM ŞİRKETİ", hereinafter referred to as "the Company" or "the Joint Stock Company".

PURPOSE AND SUBJECT MATTER

ARTICLE 3

The purpose of the Company is to establish a company or companies focusing on national and international investments and developing new businesses for prospecting, researching, manufacturing, transporting, processing, operating, distributing, storing, exporting, reexporting and trading in such sectors in particular energy sector and its sub-branches such as petroleum, fuel, electricity and natural gas sectors for any kind of commercial, industrial, agricultural and financial purposes, and/or to participate in the capitals and managements of domestic and foreign companies, whether already incorporated or to be incorporated. In order to ensure that the companies, the capitals or managements of which the Company has participated in, are managed successfully, the Company aims at providing such companies with advanced techniques in respect of planning, manufacturing, marketing, financing, and personnel and fund management so that they can operate their business efficiently.

In order to achieve its purpose and subject matters, the Company may perform primarily but not limited to the following activities:

    1. To acquire any kind of capital market vehicles and make any kind of disposition thereof provided that the same is not in the nature of investment services or activities; and to act as an intermediary in commitment transactions in respect of increasing the capitals and issuing various securities of the companies in which the Company has participated.
    1. To purchase, transfer, assign, construct or cause to be constructed real estates provided that Special Situation Explanations shall be issued as contemplated by the Capital Markets Board in order to achieve the purpose and subject-matter; to establish mortgages and other real and personal rights on the real estates owned by the

NEW

COMMERCIAL TITLE

ARTICLE 2

The Commercial title of the Company is "TURCAS HOLDİNG ANONİM ŞİRKETİ", hereinafter referred to as "the Company" or "the Holding Company".

PURPOSE AND SUBJECT MATTER

ARTICLE 3

The purpose of the company is to establish companies and/or companies, make investments, and undertake initiatives in order to operate in commercial, industrial, agricultural, financial and all other fields of activity, primarily retail, fuel, electricity, natural gas, mining, energy, technology, tourism, real estate, health, construction, domestic and foreign trade, but not limited to these; to participate in the capital and/or management of established and/or to be established domestic and/or foreign companies. In order to ensure that the businesses and projects in which the Company invests the companies, the capitals and/or managements of which the Company has participated in, are managed successfully, the Company aims at providing such companies with advanced techniques in respect of planning, manufacturing, marketing, financing, and personnel and fund management so that they can operate their business efficiently.

In order to achieve its purpose and subject matters, the Company may perform primarily but not limited to the following activities:

    1. To acquire any kind of capital market vehicles and make any kind of disposition thereof provided that the same is not in the nature of investment services or activities; and to act as an intermediary in commitment transactions in respect of increasing the capitals and issuing various securities of the companies in which the Company has participated. It may perform any kind of disposition on various securities, provided that it does not constitute portfolio management or brokerage activities.
    1. To purchase, transfer, assign, construct or cause to be constructed real estates provided that Special Situation Explanations shall be issued as contemplated by the Capital Markets Board in order to achieve the purpose and subject-matter; to establish mortgages and

Company in favor of the third parties, or on the real estates owned by the third parties in favor of the Company; to release such rights; to sell such real estates that are not useful for the Company anymore; to rent real estates, and rent out the same when necessary; to lend out and borrow as unsecured; to grant or receive any kind of security whether in kind or personal in order to collect and provide the right and receivables of the Company. Principles and procedures of the Capital Market Laws and Regulations shall be applicable to guarantee, surety, collateral provided or any right of lien including mortgage established by the Company in favor of the third parties.

    1. To grant any kind of guaranty, security and surety for the loans raised by the companies, the capitals and managements of which the Company has participated in, from the banks and other financial institutions, and for the commitments made and risks taken by such companies against such banks and financial institutions and the third parties, and receive any kind of guaranty for the commitments made by the Company in favor of such companies, provided that Special Situation Explanations shall be issued as contemplated by the Capital Markets Board.
    1. To take necessary actions for the purpose of organizing the import and export businesses of the companies, the capitals and managements of which the Company has participated in, and their subsidiary corporations and businesses; to perform joint businesses such as customs, storing, insurance, transportation, collection, financial and legal counsel affairs provided that the Company shall not act as a customs broker.
    1. To take over the documented or undocumented receivables that are relating to the forward sales of the companies, the capitals and managements of which the Company has participated in, and their subsidiary corporations and businesses; and to transfer and assign the same to other corporations.
    1. To transfer the funds provided from its own resources and foreign resources to the companies, the capitals and managements of which the Company has participated in, so that such companies are capable of developing and maintaining their businesses.

other real and personal rights on the real estates owned by the Company in favor of the third parties, or on the real estates owned by the third parties in favor of the Company; to release such rights; to sell such real estates that are not useful for the Company anymore; to rent real estates, and rent out the same when necessary; to lend out and borrow as unsecured; to grant or receive any kind of security whether in kind or personal in order to collect and provide the right and receivables of the Company. Principles and procedures of the Capital Market Laws and Regulations shall be applicable to guarantee, surety, collateral provided or any right of lien including mortgage established by the Company in favor of the third parties.

    1. To grant any kind of guaranty, security and surety for the loans raised by the companies, the capitals and/or managements of which the Company has participated in, from the banks and other financial institutions, and for the commitments made and/or risks taken by such companies against such banks and financial institutions and the third parties, and/or receive any kind of guaranty for the commitments made by the Company in favor of such companies, provided that Special Situation Explanations shall be issued as contemplated by the Capital Markets Board.
    1. To take necessary actions for the purpose of organizing the import and export businesses of the companies, the capitals and managements of which the Company has participated in, and their subsidiary corporations and businesses; to perform joint businesses such as customs, storing, insurance, transportation, collection, financial and legal counsel affairs provided that the Company shall not act as a customs broker.
    1. To take over the documented or undocumented receivables that are relating to the forward sales of the companies, the capitals and/or managements of which the Company has participated in, and their subsidiary corporations and businesses; and to transfer and/or assign the same to other corporations.
    1. To transfer the funds provided from its own resources and/or foreign resources to the companies, the capitals and/or managements of which the Company has participated in, so that such companies are capable of developing and maintaining their businesses. It may acquire various securities of companies whose capital and/or management it participates in and/or finance them in

7. To collaborate and establish affiliates with
domestic and foreign companies; and to
make agreements with them based on
other ways provided that it complies with
the Capital Markets Legislation.
financial liability distributions, abiding by the
regulations on the transfer of hidden income,
as provided in capital market legislation
7. To collaborate and establish affiliates with
domestic and foreign companies; and to
make agreements with them based on
8. To acquire, rent out and sell vehicles; and to
make any kind of legal dispositions thereof.
financial liability distributions, abiding by the
regulations on the transfer of hidden
income, as provided in capital market
legislation
9. To make agency agreements with insurance
companies; and to engage in the insurance
businesses as an agency.
8. To acquire, rent out and sell land, sea and
air transportation vehicles; and to make any
kind of legal dispositions thereof.
10. In the course of realizing and without
hindering its purpose and subject matters,
the company may grant any kind of
donations or charities provided that it is in
line with the Capital Market Law and
applicable legislation; that it does not
9. To make agency agreements with
insurance companies through its
subsidiaries; and to participate in
companies that engage in the insurance
businesses as an agency.
exceed 2% of the annual net profit; that it is
added to distributable profit base; that the
necessary material disclosure is made; and
that current year donations are presented to
shareholders at the general meeting.
10. In the course of realizing and without
hindering its purpose and subject matters,
the company may grant any kind of
donations or charities provided that it is in
line with the Capital Market Law and
applicable legislation; that it does not
exceed 2% of the annual net profit; that it is
added to distributable profit base; that the
necessary material disclosure is made; and
that current year donations are presented
to shareholders at the general meeting.
11. The company may register, acquire,
transfer, pledge and/or use as capital
contribution any kind of licenses, patent
rights, trademarks, patents, know-how,
trade titles, business names, and all other
intellectual property rights in its own name.
It may lease, provide the right of use to
third parties in whole or in part, and may
enter into all kinds of license or cooperation
agreements in Turkey or abroad in relation
thereto.
12. The Company may invest in mutual funds
and/or venture capital funds in Turkey or
abroad by purchasing mutual fund
participation shares and/or venture capital
shares and/or by other legal means as
stipulated within the framework of the
provisions of the Capital Markets Law and
other relevant national and international
legislation.
13. In order to achieve its purpose, the
company may obtain loans from local
and/or foreign individuals, companies,
and/or banks, and may enter into any
financial, commercial, and economic
commitments with third parties. It may
issue bonds and any other capital market
instruments, subject to the principles
determined by the Capital Markets Board,
and may invest in securities, derivatives,

In compliance with the principles
determined by the Capital Markets Board,
the company may provide surety and/or
guarantees in favor of third parties. If
necessary, it may accept the establishment
of pledges and/or mortgages on real estate
and/or movable properties belonging to
others in its favor; it may release
mortgages established in its favor, waive its
pledge rights, and/or accept the
establishment of sureties and guarantees
by third parties in its favor.
14.
It may provide technical services through
its subsidiaries; it may realize all kinds of
industrial and commercial investments that
it deems appropriate in the country and/or
abroad in order to achieve its purpose. In
this regard, it may establish factories,
facilities, and sales offices domestically
and/or internationally, and may enter into
architectural, engineering, design, software,
and technical assistance agreements
through its subsidiaries.
15.
Provided that the regulations on the
transfer of covert profits in Capital Markets
Legislation are reserved, the company may
participate in tenders in Turkey and abroad
solely and/or in partnership with third
parties.
16.
In order to ensure the continuity,
development and acceleration of the
investments of the companies in which the
Company participates in the capital and/or
management, the Company may procure
and transfer to them the various
substances and materials that they require.
It may act as an agent in import
transactions, organize the collective
marketing of their products, and for this
purpose, purchase such goods and
materials and sell them in domestic and/or
international markets through its
subsidiaries.
and any other capital market instruments.

POWER OF ATTORNEY

TURCAS PETROL A.Ş.

I, the undersigned, hereby appoint, empower and delegate [________________________] as identified in details hereinbelow, as my proxy holder fully authorized to represent me, and vote and make proposals and sign the required documents on behalf of me, in accordance with my opinions cited below, at the Extraordinary General Assembly Meeting of Turcas Petrol A.Ş. to be held publicly at the address of Maslak mah. AOS 55. Sok. 42 Maslak A Blok No:2/7 Sarıyer/Istanbul at 10:00 a.m. in 19.08.2025.

Proxy Holder's (*):

Name & Surname / Title:

T.R. Identity No./Tax Identity No., Trade Registry and Number, and MERSIS Number:

(*)For foreign proxy holders, the equivalents, if any, of such information should be provided

A) SCOPE OF THE POWER OF REPRESENTATION

Scope of the power of representation should be determined by choosing one of the options (a), (b) or (c) for the sections 1 and 2 hereinbelow.

1. On the topics included in the agenda of the general assembly meeting:

a) Proxy holder is authorized to vote in line with his/her own opinions

b) Proxy holder is authorized to vote in line with proposals of the corporation management

c) Proxy holder is authorized to vote in line with the instructions given in the following table.

Instructions:

If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.

Agenda Topics (*) Acceptance Rejection Dissention
1.Opening and election of the Presiding Board,
2.Authorizing the Presiding Board to sign the minutes of the
general assembly meeting,
3.Informing the shareholders that, within the framework of
Article 14/1 of the Communiqué on Significant Transactions
and Withdrawal Right (II-23.3), in the event that the
withdrawal right is exercised, the Company will purchase the
shares at a price of TRY 26.20 per share, which is the
arithmetic average of the daily adjusted weighted average
prices that occurred on the stock exchange within the last
thirty-day period preceding 10.03.2025, the date of public
disclosure of the board resolution regarding the amendment of
the articles of association, and that the details regarding the
process of exercise of withdrawal right is included in the
Information Document,
Information Article
4.Discussion and resolution on the amendment of article 2 titled
"Trade Name" (Unvan) and article 3 titled "Purpose and
Scope" (Amaç ve Konu) of the Company's articles of
association in accordance with the amendment text provided in
the Annex, and accordingly, changing the Company's trade
name to "Turcas Holding A.Ş.",
5.Discussion and submission of same to the approval of the
general assembly of abandoning the amendment of article 2
titled "Trade Name" (Unvan) and article 3 titled "Purpose and
Scope" (Amaç ve Konu) of the Company's articles of
association, if, as a result of the vote on agenda item 4, it is
understood that the cost incurred by the Company due to the
exercise of the withdrawal right exceeds TRY 50,000,000; and
in the event that the threshold is understood to be not exceeded,
non-discussion of the agenda item 5,
6.Answering the questions raised by the Shareholders. Information Article

(*)Topics included in the agenda of general assembly meeting are listed one by one. If the minority proposes a separate draft decision, it is also given separately for the sake of voting by proxy holder.

2. Special instructions on other issues that may raise during the general assembly meeting and particularly regarding use of minority rights:

a) Proxy holder is authorized to vote in line with his/her own opinions.

b) Proxy holder is not authorized to represent on these issues.

c) Proxy holder is authorized to vote in line with the special instructions stated below.

SPECIAL INSTRUCTIONS; Special instructions, if any, of the shareholder to the proxy holder are stated herein.

B) Shareholder indicates the shares requested to be represented by the proxy holder by marking one of the following options.

1. I am approving the representation by the proxy holder of my shares as detailed below

  • a) Rank and Serial: *
  • b) Number / Group: **
  • c) Quantity / Nominal Value:
  • d) Whether privileged in voting or not:
  • e) Registered / Bearer: *
  • f) Ratio to total shares/voting rights held by shareholder:
  • * This information is not requested for dematerialized shares.
  • ** Information on group, if any, rather than number will be given for dematerialized shares.

2. I am approving the representation by the proxy holder of all of my shares shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by CRA one day before the date of general assembly meeting.

SHAREHOLDER'S NAME & SURNAME or TITLE (*):

T.R. Identity No./Tax Identity No., Trade Registry and Number, and MERSIS Number:

Address:

(*)For foreign proxy holders, the equivalents, if any, of such information should be provided.

SIGNATURE

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