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TURCAS PETROL A.Ş. Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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95 YEARS OF ENERGY
turcas
TURCAS HOLDING A.S.
2025 ANNUAL GENERAL MEETING 5 MAY 2026
INFORMATION DOCUMENT
1) INVITATION TO THE 2025 ANNUAL GENERAL MEETING DATED 5 MAY 2026
2025 Annual General Meeting of our Company, registered with the Istanbul Trade Registry under registration number 171118-0, shall be held publicly at the address of Kennedy Caddesi No: 34 Kalyon Otel Sultanahmet, Fatih/İstanbul, at 10.00 a.m. on 05.05.2026, Tuesday to discuss and conclude the agenda stated in this document.
In accordance with related legislation of Turkish Commercial Code, Capital Markets Board and Ministry of Trade, 2025 Board of Directors' Activity Report, Independent Audit Report, Financial Statements, Dividend Distribution Proposal and detailed Information Document including requirements of Corporate Governance Principles will be readily available for review of shareholders at least 21 days prior to the General Meeting at the Company's corporate web-site, www.turcas.com.tr and Electronic General Assembly System.
The Annual General Meeting of our Company may be attended by shareholders in physical environment or electronic media and they may also attend through their representatives. Attendance in the General Assembly is possible with secure electronic signatures of shareholders or their representatives. Therefore, it is necessary for shareholders to take action at Electronic General Assembly System (EGAS) to register in Central Registry Agency A.Ş. (CRA) e-CRA Information Portal and record their contact details and to have secure e-signatures. Shareholders or their representatives who are not registered in e-CRA Information Portal or do not have secure electronic signatures can not attend the General Assembly electronically.
In addition, shareholders or their representatives who want to attend to the meeting on electronic media 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 want to attend General Assembly in physical environment can use their rights as to their shares registered in "Shareholders List" stated in CRA system by submitting their identity.
Turcas Holding
Aksoy Plaza, Maslak
AOS 55th Street No: 2, Sarıyer
34475 Istanbul Türkiye
T: +90 212 259 0000
Trade Registration No: 171118
www.turcas.com.tr
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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-30-1 of 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.
In accordance with subparagraph 4 of article 415 of New Turkish Commercial Code no. 6102 and subparagraph 1 of article 30 of Capital Markets Law, right to attend to general assembly and voting is not subject to deposit of share certificates. Within this framework, there is no need for our shareholders to block their shares in case they want to attend to General 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 (04.05.2026) 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.
Detailed information on the processing of personal data within the framework of the Law on the Protection of Personal Data No. 6698 is available at Turcas Holding Anonim Şirketi Personal Data Protection and Processing Policy published on website www.turcas.com.tr.
It is announced to our shareholders respectfully.
TURCAS HOLDING ANONİM ŞİRKETİ
BOARD OF DIRECTORS
Company Address: Maslak Mah. AOS 55. Sk. 42 Maslak A Blok No: 2 İç Kapı No: 7 Sarıyer / İstanbul
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TURCAS HOLDING ANONİM ŞİRKETİ
1) OUR FURTHER EXPLANATION ON AGENDA ITEMS OF 2025 ANNUAL GENERAL MEETING DATED 5 MAY 2026
- Opening and Constitution of Meeting Council,
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.
- Authorizing Meeting Council to sign the Annual General Meeting Minutes,
Pursuant to the provisions of 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 consideration and approval of our shareholders.
- Review, discussion and approval of the Board of Directors’ Activity Report pertaining to the fiscal year 2025,
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about 2025 Board of Directors’ Activity 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 at least 21 days prior to the date of the meeting. The mentioned report shall be submitted to the consideration and approval of our shareholders.
- Review of the Summary Independent Audit Report for the fiscal year 2025,
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about 2025 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 at least 21 days prior to the date of the meeting.
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- Review, discussion and approval of the Financial Statements for the fiscal year 2025,
Pursuant to the provisions of TCC, Regulation, Capital Markets Law and other applicable legislation; information shall be given about Financial Statements, adjusted according to IAS 29 Inflation Accounting, for the fiscal year 2025 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 at least 21 days prior to the date of the meeting. The mentioned-financial statements shall be submitted to the consideration and approval of our shareholders.
- Discussion of the release of each member of the Board of Directors of liability related to activities of the Company during the year 2025,
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 2025 will be submitted to the approval of our shareholders.
- Discussion and approval of profit distribution proposal by the Board of Directors for the fiscal year 2025,
As publicly disclosed by the resolution of the Board of Directors of the Company dated 08.04.2026 and numbered 2026/10; it has been resolved to determine the distribution amount as TL 700.000.000, to be distributed from the 2025 Annual Profit, out of the remaining amount after deducting all reserves required to be set aside in accordance with the applicable legislation, to set off the advance dividend amounting to TL 100.000.000 distributed in October 2025 from the dividend distribution to be made, and to distribute the remaining TL 600.000.000 following such set-off to the shareholders entirely in cash as dividends as of 13 May 2026; this proposal shall be submitted to the approval of the General Assembly. Details of the 2025 Dividend Distribution Table are provided in Annex-1.
- Submitting to the approval of the General Assembly the granting of authority to the Board of Directors to resolve on the distribution of Advance Dividend Payment in the event that profit is generated during the 2026 fiscal year,
The proposal to authorize the Board of Directors to resolve on the distribution of an advance dividend, in the event that profit is generated during the 2026 fiscal year, within the framework of Article 41 of the Company's Articles of Association titled "Distribution of the Dividends and Advance Dividends" and the Communiqué on
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Dividends (II-19.1) of the Capital Markets Board dated 23 January 2014, shall be submitted to the approval of the General Assembly.
- Election of our Independent Board Members and the determination of their terms of office in accordance with the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board,
As one of our Independent Board Members, Ms. Lale Ergin, will complete the maximum term of office permitted under the applicable legislation and the terms of office of our current Independent Board Members, Mr. Timothy James Ford and Mr. Dr. Markus Christian Slevogt will expire, the need has arisen to make appointments to the independent board memberships.
Within this framework, in accordance with the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board, upon the opinion of the Corporate Governance Committee (in lieu of the Nomination Committee), Ms. İdil Özdoğan, Mr. Timothy James Ford and Mr. Dr. Markus Christian Slevogt, who were submitted to the Capital Markets Board as independent board member candidates by the resolution of the Board of Directors dated 12.03.2026 and numbered 2026/07, and for whom no negative opinion was expressed by the Capital Markets Board with its letter dated 27.03.2026 and numbered E-29833736-110.07.07-88756, have been resolved, by the resolution of the Board of Directors dated 08.04.2026 and numbered 2026/11, to be submitted to the approval of the General Assembly as Independent Members to serve until the Ordinary General Assembly meeting for the year 2027.
The curriculum vitae and independence declaration of Ms. İdil Özdoğan are included in Annex-2, those of Mr. Timothy James Ford in Annex-3, and those of Mr. Dr. Markus Christian Slevogt in Annex-4.
- Determination of the remuneration and attendance fees of the members of the Board of Directors,
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 2026, the Independent Members of the Board of Directors shall be paid a remuneration in the gross amount of TL 7.633.090,56 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 40.747.777,20 per annum, and that these fees shall be subject to the interim inflation increase that may be granted throughout the Company.
- Approval of the Independent Audit Company for the fiscal year 2026 recommended by the Board of Directors in accordance with the Company's
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related Audit Committee report pursuant to the Turkish Commercial Code and the regulations of the Capital Markets Board,
Pursuant to the TCC, the Capital Markets Law and the relevant legislation, the Independent Audit Firm to be proposed by the Board of Directors, in line with the relevant report of the Audit Committee, shall be submitted to the approval of the shareholders.
- Informing shareholders about the donations granted during the fiscal year of 2025,
Our Company donated 2.782.034 TL (this amount is not adjusted for inflation accounting) during the fiscal year of 2025.
- Informing shareholders about securities-pledges, mortgages and acquired incomes and benefits given in favour of third parties during the fiscal year of 2025,
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 12 of Independent Audit Report dated 31.12.2025.
- Informing shareholders about transactions stated in principles 1.3.6 and 1.3.7 (Annex -1) of Capital Markets Board's Corporate Governance Communique no II.17.1,
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
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granted at the Ordinary General Assembly held on May 6, 2025 in accordance with the relevant article of the Turkish Commercial Code.
15. Informing shareholders regarding transactions with related parties in 2025,
Information shall be given to the General Assembly about transactions made with related parties in 2025 within the framework of regulations of Capital Markets Board regulations. The mentioned transactions with related parties are indicated in footnote 24 of the Independent Audit Report dated 31.12.2025.
16. Granting authorization to the Chairperson and Members of the Board to make transactions written in articles 395 and 396 of Turkish Commercial Code,
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.
17. Discussion of opinions, questions and wishes.
At the end of the agenda, necessary explanations will be made by the authorized persons in case of any questions raised by the shareholders.
2) OUR ADDITIONAL DISCLOSURES PURSUANT TO THE REGULATIONS OF THE CAPITAL MARKETS BOARD
A-) Shareholding structure of our Company/Voting Rights/ Privilege at Voting
Turcas Holding A.Ş. Shareholding Structure *
| Commercial Title/Name Surname | Share in Capital (TL) | Share in Capital (%) | Voting Right | Share in Voting Right (%) |
|---|---|---|---|---|
| Aksoy Holding A.Ş. | 139.175.892 | 54,45 | 139.175.892 | 54,45 |
| Traded at BIST | 91.370.402 | 35,75 | 91.370.402 | 35,75 |
| Turcas Holding A.Ş. (Traded at BIST) | 71.336 | 0,03 | 71.336 | 0,03 |
| Other Real Persons and Legal Entities | 24.982.370 | 9,77 | 24.982.370 | 9,77 |
| TOPLAM | 255.600.000 | 100,00 | 255.600.000 | 100,00 |
*As of March 31, 2026
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Information as to Shares Representing the Capital
| 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 | 230.617.592,70 | 90,23 | NO PRIVILEGE | TRADED |
| A | REGISTERED | 1,00 | 24.982.257,30 | 9,77 | 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 Holding A.Ş. In addition, all of the Group C shares also belong to Aksoy Holding 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.
Scope of Privilege:
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.
B-) Changes in management and activities that significantly affect/may affect the activities of our Company and our Subsidiaries in the fiscal year 2025 or in the next fiscal year:
Pursuant to the resolution of the Board of Directors of the Company dated 10.03.2025, it has been resolved that, considering that the Company has been operating through its subsidiaries since 2006 and has been functioning as a holding company despite not having a trade name as such, in order to reflect this de facto situation – not limited to
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the oil/energy sector – in the Company's Articles of Association, to enable potential investors to see the Company's structure more quickly and clearly and to enable the implementation of projects within Turkey and abroad that will enhance the Company's value, to amend the “Purpose and Scope” (Amaç ve Konu) and the “Trade Name” (Unvan) provisions of the Company’s Articles of Association in accordance with the Amendment Text provided in the Annex, to change the Company’s trade name to "Turcas Holding A.Ş." accordingly (“Transaction”), and the Company to continue its activities through its subsidiaries; for the purposes and reasons explained above and in order to obtain the necessary approvals for amending the Company’s Articles of Association in accordance with the Amendment Text provided in the Annex, to submit the necessary applications to the Capital Markets Board (“Board”) and the Ministry of Trade (“Ministry”); to submit the Transaction to the approval at the first general assembly of the Company to be held after obtaining the Board and the Ministry approvals; to regard the Transaction as a significant transaction pursuant to Article 23 of the Capital Markets Law No. 6362 (“CMB”) and Article 4/3 of the Communiqué on Significant Transactions and Withdrawal Right (II-23.3) (“Communiqué”); due to the fact that the Transaction is regarded as a significant transaction, the persons identified as shareholders of the Company as of 10.03.2025 which is the date the related board of directors’ resolution has been publicly disclosed, shall have a right to exercise their withdrawal rights by selling their shares to our Company pursuant to Article 24/1 of the CMB and Article 11 of the Communiqué, provided that they attend the general assembly meeting, cast a negative vote on the agenda item related to the Transaction, and record their dissent in the general assembly meeting minutes; the price at which the withdrawal right will be exercised to be designated as TRY 26.20 as per Article 14/1 of the Communiqué, 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 which is the date the related board of directors’ resolution has been publicly disclosed; and to submit the matter of abandoning the Transaction to the approval of the general assembly if the total cost that our Company will have to incur as a result of the shareholders exercising their withdrawal right exceeds TRY 50,000,000 (Fifty Millions Turkish Lira) and to determine the referred amount as the cap, as per Article 8/3 of the Communiqué.
In relation to the transaction, the approvals of the Capital Markets Board (“Board”) and the General Directorate of Domestic Trade of the Ministry of Trade of the Republic of Türkiye (“Ministry”) have been duly obtained. The transaction was unanimously approved by the Company’s shareholders at the Extraordinary General Assembly held on August 19, 2025 (no shareholder exercised their appraisal right), and the process was completed with the registration of the Extraordinary General Assembly on August 27, 2025. Within this scope, the Company’s trade name has been changed to Turcas Holding A.Ş. The current articles of association have been disclosed on the Public
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Disclosure Platform (https://kap.org.tr/tr/Bildirim/1483662) and the Company's website.
The Company collected from its 30% subsidiary Shell & Turcas Petrol A.Ş., a net amount of USD 5,6 million Preferred Dividend during the year 2025 (USD 2,4 Million Balancing Agreement (BPA) expense was netted off), as well as TL 900 million ordinary dividend income.
The Company collected dividend amounting to TL 122,9 million from its 30% subsidiary, RWE & Turcas Güney Elektrik Üretim A.Ş. (“RWE & Turcas”), during the year 2025. In addition, the amount of TL 120.000.000 our Company’s share from the cash capital reduction of TL 400.000.000 approved by the General Assembly of RWE & Turcas in February 2025 was collected. The amount of TL 210.000.000 our Company’s share from the cash capital reduction of TL 700.000.000 approved by the General Assembly of RWE & Turcas in November 2025 was collected in February 2026 following the completion of the legal procedures.
In addition, in our subsidiary RWE & Turcas, the Electricity Generation License of RWE & Turcas was amended by EMRA in June 2024 to include a hybrid Solar Power Plant with an installed capacity of 20 MW, in order to develop a Hybrid Solar Power Plant investment of 20 MW to meet the internal consumption of our power plant. The final investment decision for the said investment was taken on October 2025, the EPC contract has been executed, and construction activities are ongoing.
In line with the Company’s growth and portfolio diversification objectives under its holding structure, a new subsidiary under the title of Turcas International Holding A.Ş. was established for the purpose of investing particularly in projects abroad. In line with the Company’s objectives of growth, geographical diversification and generating income with attractive foreign currency-based returns, as its first overseas investment, an investment has been made in an upper segment residential project located in the Manhattan district of the city of New York in the United States – of which the acquisition of the land has been completed, preliminary permits have been obtained and initial construction activities have commenced – which is planned to be completed and delivered in 2028 and to generate returns for its investors. Detailed disclosures regarding the matter have been shared with our investors via the Public Disclosure Platform.
C-) Requests of shareholders, Capital Markets Board and other public authorities to add items to the agenda:
None.
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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 2025 includes items regarding the election of Independent Board Members and the determination of their terms of office. The resumes and declarations of independence of the candidates for Independent Board Members are given in Annex-2, 3 and 4. 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.
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ANNEX-1 2025 Profit Distribution Table
| TURCAS HOLDING A.S. 2025 Dividend Distribution Table (TL) | |||
|---|---|---|---|
| 1. Paid-in Capital | 255.600.000,00 | 255.600.000,00 | |
| 2. Legal Reserves (According to Statutory Books) | 114.483.079,42 | ||
| Info on privileges regarding dividends, if there is any as per Articles of Association | None | ||
| According to CMB Financials | According to Statutory Financials | ||
| 3. | Profit Before Tax | 645.233.624,00 | 1.110.625.467,78 |
| 4. | Tax Expense (-) | -29.447.218,00 | 0,00 |
| 5. | Net Profit (=) | 615.786.406,00 | 1.110.625.467,78 |
| 6. | Prior Years' Losses (-) | 0,00 | 0,00 |
| 7. | General Legal Reserves (-) | - | - |
| 8. | NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) | 615.786.406,00 | 1.110.625.467,78 |
| Distributed Advance Dividend (-) | -100.000.000,00 | -100.000.000,00 | |
| Advance Dividend Deducted Net Distributable Current Period Profit/Loss | 515.786.406,00 | 1.010.625.467,78 | |
| 9. | Donations Made During the Year (+) | 2.939.397,00 | - |
| 10. | Net Distributable Profit For The Period Including Donations | 518.725.803,00 | 1.010.625.467,78 |
| 11. | First Dividend to Shareholders | 12.780.000,00 | 12.780.000,00 |
| - Cash | 12.780.000,00 | 12.780.000,00 | |
| - 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 | 537.223.803,00 | 687.220.000,00 |
| 16. | General Legal Reserve | 68.722.000,00 | 68.722.000,00 |
| 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 | 149.996.197,00 | 0,00 |
Notlar :
- The total amount to be distributed by the company in this profit distribution is TRY 600,000,000. In the profit distribution table, the amount of TRY 100,000,000 distributed in 2025 shown as distributed advance dividends, and the profit distribution table has been prepared on a cumulative basis.
| 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 (%) | |||
| NET | A (1) | 599.999.647,89 | 0,00 | 54,02 | 0,00 | 1,9953051 | 199,53051 |
| B | 264,00 | 0,00 | 0,00 | 0,00 | 1,9953051 | 199,53051 | |
| C | 88,03 | 0,00 | 0,00 | 0,00 | 1,9953051 | 199,53051 | |
| TOTAL | 600.000.000,00 | 0,00 | 54,02 | 0,00 | 1,9953051 | 199,53051 |
(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.
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Annex-2 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.
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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:
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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,
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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
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Annex-3 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.
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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,
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(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
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Annex-4 Resume and Declaration for Independency of Independent Board Member Candidate 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
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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 Independency
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
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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