PDP

TURCAS HOLDİNG A.Ş.

TRCAS

1.1. Facilitating the Exercise of Shareholders Rights
The number of investor meetings (conference, seminar/etc.) organised by the company during the year	Turcas organized 1 analyst meeting and 4 earnings teleconferences in 2025.

1.2. Right to Obtain and Examine Information
The number of special audit request(s)	-
The number of special audit requests that were accepted at the General Shareholders' Meeting	-

1.3. General Assembly
Link to the PDP announcement that demonstrates the information requested by Principle 1.3.1. (a-d)	https://www.kap.org.tr/tr/Bildirim/1424469
Whether the company provides materials for the General Shareholders' Meeting in English and Turkish at the same time	Provided both in English and Turkish at the same time.
The links to the PDP announcements associated with the transactions that are not approved by the majority of independent directors or by unanimous votes of present board members in the context of Principle 1.3.9	Not applicable
The links to the PDP announcements associated with related party transactions in the context of Article 9 of the Communique on Corporate Governance (II-17.1)	Not applicable
The links to the PDP announcements associated with common and continuous transactions in the context of Article 10 of the Communique on Corporate Governance (II-17.1)	Not applicable
The name of the section on the corporate website that demonstrates the donation policy of the company	Investor Relations/Corporate Governance/Policies
The relevant link to the PDP with minute of the General Shareholders' Meeting where the donation policy has been approved	https://www.kap.org.tr/tr/Bildirim/361028
The number of the provisions of the articles of association that discuss the participation of stakeholders to the General Shareholders' Meeting	Article 27
Identified stakeholder groups that participated in the General Shareholders' Meeting, if any	Some of our employees and media representatives participated in AGM

1.4. Voting Rights
Whether the shares of the company have differential voting rights	Hayır (No)
In case that there are voting privileges, indicate the owner and percentage of the voting majority of shares.	There is no privilege in voting rights. However, there are privileges stated in Article 15 of the Company's articles of association and in the Board of Directors activity report.
The percentage of ownership of the largest shareholder	%54,45

1.5. Minority Rights
Whether the scope of minority rights enlarged (in terms of content or the ratio) in the articles of the association	Hayır (No)
If yes, specify the relevant provision of the articles of association.	-

1.6. Dividend Right
The name of the section on the corporate website that describes the dividend distribution policy	Investor Relations/Corporate Governance/Policies
Minutes of the relevant agenda item in case the board of directors proposed to the general assembly not to distribute dividends, the reason for such proposal and information as to use of the dividend.	Dividend payments were made in June and October 2025, and a dividend advance payment was made in October 2025.
PDP link to the related general shareholder meeting minutesin case the board of directors proposed to the general assembly not to distribute dividends	-

General Assembly Meetings

General Meeting Date	The number of information requests received by the company regarding the clarification of the agenda of the General Shareholders' Meeting	Shareholder participation rate to the General Shareholders' Meeting	Percentage of shares directly present at the GSM	Percentage of shares represented by proxy	Specify the name of the page of the corporate website that contains the General Shareholders' Meeting minutes, and also indicates for each resolution the voting levels for or against	Specify the name of the page of the corporate website that contains all questions asked in the general assembly meeting and all responses to them	The number of the relevant item or paragraph of General Shareholders' Meeting minutes in relation to related party transactions	The number of declarations by insiders received by the board of directors	The link to the related PDP general shareholder meeting notification
06/05/2025	0	%55,29	%0,06	%55,23	Investor Relations/General Meetings/2024 Ordinary General Assembly/Minutes of Meeting	Investor Relations/General Meetings/2024 Ordinary General Assembly/Q&A	Article 15	0	https://www.kap.org.tr/tr/Bildirim/1424469

2.1. Corporate Website
Specify the name of the sections of the website providing the information requested by the Principle 2.1.1.	Corporate Governance, Financial Information, General Meetings, Financial Statements and Reports under Investor Relations section and Sustainability section
If applicable, specify the name of the sections of the website providing the list of shareholders (ultimate beneficiaries) who directly or indirectly own more than 5% of the shares.	Investor Relations/Corporate Governance/Capital and Shareholding Structure
List of languages for which the website is available	Turkish and English

2.2. Annual Report
The page numbers and/or name of the sections in the Annual Report that demonstrate the information requested by principle 2.2.2.
a) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the duties of the members of the board of directors and executives conducted out of the company and declarations on independence of board members	CVs of Board Members and Independency Declarations of Indepent Board Members
b) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on committees formed within the board structure	Committees within Board of Directors
c) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the number of board meetings in a year and the attendance of the members to these meetings	Information on Board of Directors, Senior Management and Number of Personnel
ç) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on amendments in the legislation which may significantly affect the activities of the corporation	Operations and Major Developments regarding Operations
d) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on significant lawsuits filed against the corporation and the possible results thereof	Operations and Major Developments regarding Operations
e) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the conflicts of interest of the corporation among the institutions that it purchases services on matters such as investment consulting and rating and the measures taken by the corporation in order to avoid from these conflicts of interest	Committees within Board of Directors
f) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on the cross ownership subsidiaries that the direct contribution to the capital exceeds 5%	Information on Direct and Indirect Subsidiaries and Shareholding Ratios
g) The page numbers and/or name of the sections in the Annual Report that demonstrate the information on social rights and professional training of the employees and activities of corporate social responsibility in respect of the corporate activities that arises social and environmental results	Corporate Social Responsibility

3.1. Corporation's Policy on Stakeholders
The name of the section on the corporate website that demonstrates the employee remedy or severance policy	Investor Relations/Corporate Governance/Policies
The number of definitive convictions the company was subject to in relation to breach of employee rights	There is no finalized court decision against the company due to the violation of employee rights in 2025.
The position of the person responsible for the alert mechanism (i.e. whistleblowing mechanism)	-
The contact detail of the company alert mechanism	sikayet@turcas.com.tr

3.2. Supporting the Participation of the Stakeholders in the Corporation's Management
Name of the section on the corporate website that demonstrates the internal regulation addressing the participation of employees on management bodies	Corporate/Human Resources
Corporate bodies where employees are actually represented	Health and Safety Board, Synergistic Actions Working Group

3.3. Human Resources Policy
The role of the board on developing and ensuring that the company has a succession plan for the key management positions	-
The name of the section on the corporate website that demonstrates the human resource policy covering equal opportunities and hiring principles. Also provide a summary of relevant parts of the human resource policy.	Corporate/Human Resources
Whether the company provides an employee stock ownership programme	Pay edindirme planı bulunmuyor (There isn't an employee stock ownership programme)
The name of the section on the corporate website that demonstrates the human resource policy covering discrimination and mistreatments and the measures to prevent them. Also provide a summary of relevant parts of the human resource policy.	Sustainability/Turcas Code of Conduct and Values
The number of definitive convictions the company is subject to in relation to health and safety measures	There is no finalized court decision due to work accident. There is also no lawsuit on occupational health and safety.

3.5. Ethical Rules and Social Responsibility
The name of the section on the corporate website that demonstrates the code of ethics	Sustainability/Turcas Code of Conduct and Values
The name of the section on the company website that demonstrates the corporate social responsibility report. If such a report does not exist, provide the information about any measures taken on environmental, social and corporate governance issues.	Sustainability/Corporate Social Responsibility
Any measures combating any kind of corruption including embezzlement and bribery	Sustainability/Turcas Code of Conduct and Values

4.2. Activity of the Board of Directors
Date of the last board evaluation conducted	December 2025
Whether the board evaluation was externally facilitated	Hayır (No)
Whether all board members released from their duties at the GSM	Evet (Yes)
Name(s) of the board member(s) with specific delegated duties and authorities, and descriptions of such duties	Names of Board Members and desciption of duties and authorities can be reached at 2025 Turcas Annual Report.
Number of reports presented by internal auditors to the audit committee or any relevant committee to the board	4
Specify the name of the section or page number of the annual report that provides the summary of the review of the effectiveness of internal controls	Internal Control Systems, Internal Audit Operations and Board of Directors' Opinon regarding these systems
Name of the Chairman	Erdal Aksoy
Name of the CEO	Saffet Batu Aksoy
If the CEO and Chair functions are combined: provide the link to the relevant PDP annoucement providing the rationale for such combined roles	Chair and CEO functions are not combined
Link to the PDP notification stating that any damage that may be caused by the members of the board of directors during the discharge of their duties is insured for an amount exceeding 25% of the company's capital	The insurance cost does not exceed 25% of the Company's capital. However, the mentioned insurance is available. The link to the relevant PDP announcement is https://www.kap.org.tr/tr/Bildirim/1479768
The name of the section on the corporate website that demonstrates current diversity policy targeting women directors	Investor Relations/Corporate Governance/Policies
The number and ratio of female directors within the Board of Directors	2, Ratio %25

Board Members

Name-Surname	Real Person Acting on Behalf of Legal Person Member	Gender	Title	Profession	The First Election Date To Board	Whether Executive Director or Not	Positions Held in the Company in the Last 5 Years	Current Positions Held Outside the Company	Whether the Director has at Least 5 Years’ Experience on Audit, Accounting and/or Finance or not	Share in Capital (%)	The Share Group that the Board Member Representing	Independent Board Member or not	Link To PDP Notification That Includes The Independency Declaration	Whether the Independent Director Considered By The Nomination Committee	Whether She/He is the Director Who Ceased to Satisfy The Independence or Not	Committees Charged and Task
ERDAL AKSOY		Male	Chairman of the Board	Electrical Engineer	06/03/1980	Executive	Chairperson of the Board	He serves as Chairman of the Board of Aksoy Holding A.Ş. and Aksoy Taşınmaz Yatırımları A.Ş., Vice Chairman of the Board of Conrad Istanbul Bosphorus (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş.), and Board Member of The Ritz-Carlton Residences, Bodrum. Aksoy is also a member of TÜSİAD, Chairman of the Board of PODEM, Member of the High Advisory Board of TESEV (Türkiye Ekonomik ve Sosyal Etüdler Vakfı), and Member of the Board of Trustees of ADA (Azerbaycan Diplomasi Akademisi) University.	Yes	15.91	A,B,C	Dependent Member				Executive Committee Member
BANU AKSOY		Female	Deputy Chairman of the Board	Finance Professional	04/08/2005	Executive	Vice Chairperson of the Board	She serves as Board Member of Shell Petrol A.Ş., a group affiliate, and as Vice Chairperson of the Board of Aksoy International Dış Ticaret A.Ş.. She is also a Board Member of Aksoy Holding A.Ş., Aksoy Taşınmaz Yatırımları A.Ş., Conrad Istanbul Bosphorus (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş.), The Ritz-Carlton Residences, Bodrum, Aksoy International Holding, and Aksoy USA Holdings. She is also a member of Endeavor Association.	Yes	19.12	A,C	Dependent Member				Member of the Executive Committee and the Early Detection of Risk Committee.
SAFFET BATU AKSOY		Male	Member of the Board	Electrical Engineer	04/08/2005	Executive	Board Member and CEO	He serves as Vice Chairman of the Board of RWE & Turcas Güney Elektrik Üretim A.Ş., a group affiliate, and as Board Member of Shell & Turcas Petrol A.Ş.. He is also Vice Chairman of the Board of Aksoy Holding A.Ş. and Aksoy Taşınmaz Yatırımları A.Ş., and Chairman of the Board of Aksoy International Dış Ticaret A.Ş., The Ritz-Carlton Residences, Bodrum, Aksoy International Holding A.Ş., and Aksoy USA Holdings LLC. In addition, he serves as Executive Board Member of Conrad Istanbul Bosphorus (Yeditepe Beynelmilel Otelcilik A.Ş.). Since 2016, he has served as the Honorary Consul of the Republic of Chile in Istanbul. He is also a member of TÜSİAD, where he served as a Board Member between 2015 and 2022, a High Advisory Council Member of TÜRKONFED, an Executive Board Member of the Turkey-US Business Council (TAIK) and the Turkey-Chile Business Council under DEİK, and a member of the Advisory Board of the Johns Hopkins University Whiting School of Engineering.	Yes	19.12	A,C	Dependent Member				Chairman of the Executive Committee
MEHMET TİMUÇİN TECMEN		Male	Member of the Board	Business and administration professionals	21/06/2018	Non-Executive	Board Member	He serves as Vice Chairman of the Board at YTC Turizm ve Enerji A.Ş. and Vice Chairman of the Board at Kalyon Otelcilik Turizm Pazarlama A.Ş., and is a member of TUROB Türkiye Otelciler Birliği and Skal International.	No	0.83	A	Dependent Member				Member of Early Detection of Risk Committee and Corporate Governance Committee
MATTHEW JAMES BRYZA		Male	Member of the Board	Other	11/05/2012	Non-Executive	Board Member	Apart from Turcas, he serves as a Board Member of Nobel Upstream, an England-based oil and gas producer, as well as on the Boards of Overgas, the largest private natural gas distribution company in Bulgaria, and Paxson Engineering in the United States.	No	-	-	Dependent Member				Member of Corporate Governance Committee
TIMOTHY JAMES FORD		Male	Member of the Board	Mechanical Engineer	20/06/2023	Non-Executive	Independent Board Member	Began his career in 1981 at Shell?s London office and worked in various roles across the UK, Australia, Barbados, and Oman until 2006. Between 2006 and 2011, he served as Vice President for Asia Pacific Lubricants based in Singapore; from 2011 to 2012, he was Vice President for Fuels and Lubricants in Europe and Africa; and from 2012 to 2015, he held the position of Vice President Retail for Europe, Russia, and Africa. In 2015, he became Executive Vice President responsible for Global Customer Operations and remained in this role until his departure from Shell on 31 March 2018. Ford also held several leadership positions at Shell & Turcas Petrol A.Ş., serving as Board Member between 2011?2012, Chairman between 2013?2015, and Shell Shareholder Representative between 2015?2017. He has extensive expertise in mergers and acquisitions, marketing, sales, operational leadership, strategy development, and business transformation. From 2016 to July 2025, he served in governance roles at University of Bath, including Council Member, Audit Committee Chair, and Senior Independent Director, and currently acts as chairman, advisor, and investor in vineyard, automotive, and healthcare ventures in the United Kingdom.	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1589080	Considered	No	Chairman of the Corporate Governance Committee
MARKUS CHRISTIAN DR SLEVOGT		Male	Member of the Board	Academician	15/05/2024	Non-Executive	Independent Board Member	He has pursued his career as an entrepreneur and independent board member since 2012, holding senior governance roles in industrial, energy, real estate, and investment companies across Türkiye and Germany. He served as Independent Board Member at Türk Demir Döküm A.Ş. from 2012 to 2015, Board Member at BSH - Bosch Siemens Ev Aletleri from 2012 to 2017, Independent Board Member at Organik Holding A.Ş. from 2013 to 2018, and Board Member at Erciyas Grup between 2015 and 2021. Since 2014, he has continued to serve as Board Member at Amarkon Grup A.Ş.. He was also Independent Board Member at Akçansa A.Ş. from 2018 to 2024, Supervisory Board Member at Aquila Capital Investmentgesellschaft mbH from 2022 to 2025, and Vice Chairman and Board Member for Union Investment Real Estate?s Forum Mersin and Forum Kayseri shopping centers between 2023 and 2026. Since 2025, he has been serving as Independent Board Member at BOSCH Fren Sistemleri San. ve Tic. A.Ş.. In academia, Slevogt served on the board of Bahçeşehir University Graduate School of Business between 2015 and 2021 and has been Assistant Professor in the International Finance Department since 2022.	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1589080	Considered	No	Audit Committee Member, Chairperson of the Early Detection of Risk Committee
İDİL ÖZDOĞAN		Female	Member of the Board	Adviser	05/05/2026	Non-Executive	-	She began her professional career in 2008 as Management Consultant at KPMG.Between 2011 and 2012, she served as an External Funds Consultant at Turkish Industry and Business Association (TÜSİAD). From 2012 to 2016, she worked as Programs Director at Economic Policy Research Foundation of Turkey (TEPAV).In 2016, she joined PwC, where she served successively as Manager (2016?2018), Senior Manager (2018?2019), and Director, Government & Public Sector Leader (2019?2021).She served as a Partner and Turkey Economic Development Lead at the global management consulting firm Kearney between 2021 and 2023. As of August 2023, she continues her work under Future Ally, a consulting platform she founded.	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1589080	Considered	No	Chairwoman of the Audit Committee&Corporate Governance Committee Member

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	1
Director average attendance rate at board meetings	%100
Whether the board uses an electronic portal to support its work or not	Evet (Yes)
Number of minimum days ahead of the board meeting to provide information to directors, as per the board charter	7 days
The name of the section on the corporate website that demonstrates information about the board charter	Investor Relations/Corporate Governance/Articles of Association
Number of maximum external commitments for board members as per the policy covering the number of external duties held by directors	-

4.5. Board Committees
Page numbers or section names of the annual report where information about the board committees are presented	Committees within Board of Directors
Link(s) to the PDP announcement(s) with the board committee charters	https://www.kap.org.tr/tr/Bildirim/612600

Composition of Board Committees-I

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	Name-Surname of Committee Members	Whether Committee Chair Or Not	Whether Board Member Or Not
Denetim Komitesi (Audit Committee)	-	İdil Özdoğan	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Denetim Komitesi (Audit Committee)	-	Markus Christian Slevogt	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Timothy James Ford	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	İdil Özdoğan	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Mehmet Timuçin Tecmen	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Matthew James Bryza	Hayır (No)	Yönetim kurulu üyesi (Board member)
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	Erkan İlhantekin	Hayır (No)	Yönetim kurulu üyesi değil (Not board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Markus Christian Slevogt	Evet (Yes)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Banu Aksoy	Hayır (No)	Yönetim kurulu üyesi (Board member)
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	Mehmet Timuçin Tecmen	Hayır (No)	Yönetim kurulu üyesi (Board member)

4.5. Board Committees-II
Specify where the activities of the audit committee are presented in your annual report or website (Page number or section name in the annual report/website)	Committees within Board of Directors (2025 Annual Report)
Specify where the activities of the corporate governance committee are presented in your annual report or website (Page number or section name in the annual report/website)	Committees within Board of Directors (2025 Annual Report)
Specify where the activities of the nomination committee are presented in your annual report or website (Page number or section name in the annual report/website)	Duties of nomination committee are carried out by Corporate Governance Committee
Specify where the activities of the early detection of risk committee are presented in your annual report or website (Page number or section name in the annual report/website)	Committees within Board of Directors (2025 Annual Report)
Specify where the activities of the remuneration committee are presented in your annual report or website (Page number or section name in the annual report/website)	Duties of remuneration committee are carried out by Corporate Governance Committee.

4.6. Financial Rights
Specify where the operational and financial targets and their achievement are presented in your annual report (Page number or section name in the annual report)	Operations and Major Developments regarding Operations
Specify the section of website where remuneration policy for executive and non-executive directors are presented.	Investor Relations/Corporate Governance/Policies
Specify where the individual remuneration for board members and senior executives are presented in your annual report (Page number or section name in the annual report)	Remuneration for Board Members and Senior Executives (2025 Annual Report)

Composition of Board Committees-II

Names Of The Board Committees	Name Of Committees Defined As "Other" In The First Column	The Percentage Of Non-executive Directors	The Percentage Of Independent Directors In The Committee	The Number Of Meetings Held In Person	The Number Of Reports On Its Activities Submitted To The Board
Denetim Komitesi (Audit Committee)	-	100%	100%	4	4
Kurumsal Yönetim Komitesi (Corporate Governance Committee)	-	80%	40%	4	4
Riskin Erken Saptanması Komitesi (Committee of Early Detection of Risk)	-	67%	33%	6	6