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TURCAS PETROL A.Ş. — Proxy Solicitation & Information Statement 2026
Apr 8, 2026
8931_rns_2026-04-08_c980469b-5da8-4152-bba9-722445eb767e.pdf
Proxy Solicitation & Information Statement
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Resume and Declaration for Independence of Independent Board Member Candidate Ms. İdil Özdoğan
Resume of Ms. İdil Özdoğan
İdil Özdoğan completed her undergraduate education in the Department of Business Administration at Başkent University. She then pursued a master’s degree in Finance at Ankara University, specializing in advanced accounting, investment analysis, and financial statement analysis. She continued her academic studies in the Law and Economics graduate program at Bilkent University, developing an interdisciplinary perspective in the fields of economic regulation, competition economics, energy markets, capital markets, and market regulations.
She began her professional career in 2008 as a Management Consultant at KPMG. During this period, she took part in legislative drafting processes and policy design related to various laws and regulations.
Between 2011 and 2012, she worked as an External Funds Advisor at the Turkish Industry and Business Association (TÜSİAD), where she contributed to the development of the first Vocational Training Project.
Between 2012 and 2016, she served as Program Director at the Economic Policy Research Foundation of Turkey (TEPAV). She led numerous projects focusing on improving the investment environment, designing financing mechanisms to facilitate economic activities, and shaping agendas to enhance bilateral and multilateral trade. Within the scope of industrial policy, regional development, foreign economic relations, and innovation programs, she led “think & do tank” activities and managed high-level stakeholder engagement among the public sector, private sector, multilateral organizations, and academia.
She joined PwC in 2016 and held the positions of Manager (2016–2018), Senior Manager (2018–2019), and Director, Public Sector and Government Services Leader (2019–2021). During this period, she managed projects on direct and portfolio investments, value chain analysis, technology transfer, e-commerce and cashless economy, tax policies, integration of SMEs into the formal economy, development of capital markets, and competitiveness agendas. She took part in the establishment of PwC’s Development and Competitiveness team and contributed to building a structure operating across two centers with more than 30 full-time experts. During the same period, she was appointed as a member of the PwC Europe Public Sector and Government Services Committee.
Between 2021 and 2023, she worked as a Partner and Türkiye Economic Development Leader at the global management consulting firm Kearney. She led the design and implementation of large-scale competitiveness-focused programs in the EMEA region.
As of August 2023, she has been continuing her work under Future Ally, which she founded. Future Ally is a consulting platform focused on identifying disruptions, trends, and technologies that can create transformative impact in the future.
Within this scope, she conducts horizon scanning studies for leading institutions and organizations, develops case-based strategies through solution partnerships with global artificial intelligence and energy technology companies, and leads the design of interfaces for the adoption of transformative technologies. She conducts studies on the impact analysis of artificial intelligence in manufacturing sectors and the preparation of strategic transformation roadmaps for industry.
Throughout her career, she has carried out work across regions including the Gulf countries, Europe, Central Asia, and North America for ministries, central banks, municipalities, multinational companies, and international organizations, focusing on digital economy, logistics, transportation master plans, innovation centers, service export strategies, deepening of capital markets, regional competitiveness toolkits, and sustainable development agendas.
She has contributed to institutional processes of the G20 and the World Economic Forum; delivered presentations to senior decision-makers and co-authored policy papers and declarations. In 2020, she was recognized among the "Businesswomen of the Year" in Türkiye.
She continues her work at the intersection of the public and private sectors, focusing on data-driven policy development, competitiveness strategies, and future readiness agendas.
Ms. İdil Özdoğan Declaration for Independence
To the Board of Directors of Turcas Holding A.Ş.
I hereby declare that I am a candidate for "Independent Member" to carry out tasks on the Board of Directors of Turcas Holding A.Ş. ("Company"), within the scope of 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,
[Signature affixed in original.]
İdil Özdoğan
February 24, 2026
Resume and Declaration for Independence of Independent Board Member Candidate Mr. Timothy James Ford
Resume of Mr. Timothy James Ford
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.
From 2016 until July 2025, Mr. Ford had 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.
Mr. Timothy James Ford Declaration for Independence
To the Board of Directors of Turcas Holding A.Ş.
I hereby declare that I am a candidate for “Independent Membership” to carry out tasks on the Board of Directors of Turcas Holding 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,
[Signature affixed in original.]
Timothy James Ford
February 23, 2026
Resume and Declaration for Independence of Independent Board Member Candidate Mr. Dr. Markus Christian Slevogt
Resume of Mr. Dr. Markus Christian Slevogt
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 • 2023-2026: Vice Chairman & Board Member, Union Investment Real Estate - Forum Mersin & Forum Kayseri Shopping Malls, Türkiye • Since 2025: Independent Board Member, BOSCH Fren Sistemleri San. Ve Tic. A.Ş.
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 Bahçesehir 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, he has been giving lectures on Strategic & Family Business Management at Koç University since 2022. Markus Slevogt undertook important roles at German-Turkish Chamber of Industry and Commerce between 2003 - 2022 and at TÜSİAD between 2003 - 2015. He has also been acting as the Co-Founder and Chairman of European Turkish Trade & Investment Council since 2023. In addition, he has been a member of the Istanbul Rotary Club since 2001.
In 2025, he received the German Order of Merit, the country's highest federal decoration.
Markus Slevogt is a German citizen and is currently living in Türkiye.
Mr. Dr. Markus Christian Slevogt Declaration for Independence
To the Board of Directors of Turcas Holding A.Ş.
I hereby declare that I am a candidate for “Independent Member” to carry out tasks on the Board of Directors of Turcas Holding 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,
[Signature affixed in original.]
Dr. Markus Christian Slevogt
February 23, 2026