KAP

TURCAS PETROL 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 2024.

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/1358283
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.	Advance dividend has been paid in december.
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
10/12/2024	0	%56,24	%0,93	%55,31	Investor Relations/General Meetings/ Turcas 2024 Extraordinary General Assembly/Minutes of the Meeting	Investor Relations/General Meetings/ Turcas 2024 Extraordinary General Assembly/Q&A	-	0	https://www.kap.org.tr/tr/Bildirim/1358283

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 2024.
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 2024
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 2024 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	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/1330723
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	Yönetim Kurulu Başkanı	Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş. ve Aksoy Enternasyonal Ticaret A.Ş.nin Yönetim Kurulu Başkanı, Conrad Istanbul Bosphorus Oteli nin (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş) Yönetim Kurulu Başkan Vekili, The Ritz-Carlton Residences, Bodrum un Yönetim Kurulu Üyesidir. Aksoy ayrıca Türk Sanayicileri ve İş İnsanları Derneği (TÜSİAD) Üyesi, Kamusal Politika ve Demokrasi Çalışmaları Merkezi (PODEM) Yönetim Kurulu Başkanı, Türkiye Ekonomik ve Sosyal Etüdler Vakfı (TESEV) Yüksek Danışma Kurulu Üyesi ve Azerbaycan Diplomasi Akademisi (ADA) Mütevelli Heyeti Üyesidir.	Yes	15.91	A,B,C	Dependent Member				İcra Komitesi
BANU AKSOY		Female	Deputy Chairman of the Board	Finance Professional	04/08/2005	Executive	Yönetim Kurulu Üyesi	Grup içi iştiraklerden Shell Petrol A.Ş. nin Yönetim Kurulu Üyesi, ilişkili firmalardan Aksoy Holding A.Ş. nin Yönetim Kurulu Başkan Vekili, Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş., Aksoy Enternasyonal Ticaret A.Ş., Conrad İstanbul Bosphorus Oteli (Yeditepe Beynelmilel Otelcilik Turizm ve Ticaret A.Ş), The Ritz-Carlton Residences, Bodrum, Aksoy International Holding, Aksoy USA Holdings ve Aksoy Europe Yönetim Kurulu Üyesidir. Endeavor Derneği Üyesidir.	Yes	19.05	A,C	Dependent Member				İcra Komitesi Üyesi, Riskin Erken Saptanması Komitesi Üyesi
SAFFET BATU AKSOY		Male	Member of the Board	Electrical Engineer	04/08/2005	Executive	Yönetim Kurulu Üyesi ve Genel Müdür	Grup içi iştiraklerden RWE & Turcas Güney Elektrik Üretim A.Ş. nin Yönetim Kurulu Başkan Vekili, Shell & Turcas Petrol A.Ş.'de Yönetim Kurulu Üyesi ve ilişkili şirket, tüzel kişiliklerden Aksoy Girişimcilik Enerji ve Turizm A.Ş., Aksoy Taşınmaz Yatırımları A.Ş., Aksoy International Trade A.Ş. nin Yönetim Kurulu Başkan Yardımcısı, Aksoy Holding A.Ş., Aksoy Holding A.Ş., The Ritz-Carlton Residences, Bodrum, Aksoy International Holding A.Ş., Aksoy USA Holdings LLC ve Aksoy Europe BV nin Yönetim Kurulu Başkanı, Conrad Istanbul Bosphorus Oteli nin (Yeditepe Beynelmilel Otelcilik A.Ş.) de İcracı Yönetim Kurulu Üyesidir. 2016 yılından bu yana Şili Cumhuriyeti İstanbul Fahri Konsolosu, 2015-2022 yılları arasında Yönetim Kurulu Üyesi olduğu Türk Sanayici ve İş İnsanları Derneği (TÜSİAD) ın Üyesi, Türk Girişim ve İş Dünyası Konfederasyonu (TÜRKONFED) in Yüksek Danışma Kurulu Üyesi, Dış Ekonomik İlişkiler Kurulu (DEİK) bünyesindeki Türkiye-ABD İş Konseyi (TAİK) ve Türkiye-Şili İş Konseyi nin Yürütme Kurulları Üyesi, Johns Hopkins Üniversitesi (JHU) Whiting School of Engineering Danışma Kurulu Üyesi dir.	Yes	19.05	A,C	Dependent Member				İcra Komitesi Başkanı
MEHMET TİMUÇİN TECMEN		Male	Member of the Board	Business and administration professionals	21/06/2018	Non-Executive	Yönetim Kurulu Üyesi	YTC Turizm ve Enerji A.Ş. Yönetim Kurulu Başkan Vekili, Kalyon Otelcilik Turizm Pazarlama A.Ş. Yönetim Kurulu Başkan Vekili, TUROB Türkiye Otelciler Birliği ve Skal International Üyesidir.	No	0.83	A	Dependent Member				Kurumsal Yönetim Komitesi, Riskin Erken Saptanması Komitesi
MATTHEW JAMES BRYZA		Male	Member of the Board	Other	11/05/2012	Non-Executive	Yönetim Kurulu Üyesi	Turcas dışında, Nobel Upstream (İngiltere merkezli petrol ve gaz üreticisi) Yönetim Kurulu Üyesi, Bulgaristan'ın en büyük özel doğal gaz dağıtım şirketi Overgas ve Paxson Engineering'in (ABD) Yönetim Kurulu'nda görev yapmaktadır.	No	-	-	Dependent Member				Kurumsal Yönetim Komitesi Üyesi
LALE ERGİN		Female	Member of the Board	Business and administration professionals	28/05/2020	Non-Executive	Independent Board Member	Independent Board Member of the Board of Directors at Mondi Türkiye and Logo Yazılım, Co-Founder and CEO of ESA Esports & Media, operating in the esports and video games industry.	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1019595	Considered	No	Chairwoman of the Audit Committee and Member of Corporate Governance Committee
TIMOTHY JAMES FORD		Male	Member of the Board	Mechanical Engineer	20/06/2023	Non-Executive	Independent Board Member	Since 2016, Mr. Ford has a non-remunerated Board role as Council Member, Chair of Audit Committee and Senior Independent Director at University of Bath in UK which is a charitable organisation.	No	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1153382	Considered	No	Chairman of the Corporate Governance Committee
MARKUS CHRISTIAN DR SLEVOGT		Male	Member of the Board	Academician	15/05/2024	Non-Executive	-	Markus Slevogt has been continuing his career starting from 2012 as an entrepreneur. The Board Membership positions he is currently undertaking are: Since 2014: Board Member, Amarkon Group A.Ş., Türkiye Since 2018: Independent Board Member, Akçansa A.Ş. (Joint Venture between Heidelberg Materials/Sabancı Holding), Türkiye Since 2022: Supervisory Board Member, Aquila Capital Investmentgesellschaft mbH, Germany Since 2023: Vice Chairman & Board Member, Union Investment Real Estate ? Forum Mersin & Forum Kayseri Shopping Malls, Türkiye	Yes	-	-	Independent Member	https://www.kap.org.tr/tr/Bildirim/1264077	Considered	No	Audit Committee, Early Detection of Risk Committee

4.4. Meeting Procedures of the Board of Directors
Number of physical or electronic board meetings in the reporting period	4
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)	-	Lale Ergin	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)	-	Lale Ergin	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 (2024 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 (2024 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 (2024 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 (2024 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