The Extraordinary General Meeting of Turcas Petrol Anonim Şirketi ("hereinafter referred to as Company") was held at 10:00 a.m. on August 19, 2025, at Maslak Mah. AOS 55 Sok. 42 Maslak A Blok No: 2/7 Sarıyer / Istanbul, with the participation of Mr. Feyyaz Bal, the Ministry Representative assigned by the Istanbul Provincial Directorate of the Ministry of Trade of the Republic of Türkiye with its letter dated 15.08.2025, and numbered E-90726394-431.03-00112505093.
The following issues were identified during the investigations conducted prior to the opening of the General Assembly Meeting:
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Pursuant to Articles 27 and 48 of the Articles of Association, it has been determined that the invitation notices for the Extraordinary General Meeting were published in the Turkish Trade Registry Gazette dated July 24, 2025, and numbered 11378, on the Public Disclosure Platform (KAP) on July 24, 2025, on our company's corporate website at www.turcas.com.tr, and on the Electronic General Meeting System ("EGKS") within the specified timeframe, and that a notice was also published in the newspaper Nasıl Bir Ekonomi dated July 25, 2025.
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Pursuant to Article 414 of the Turkish Commercial Code, it has been determined that invitation letters containing the agenda and proxy form for the Extraordinary General Meeting were sent to shareholders who provided their address information to the Company by registered mail with return receipt requested on July 25, 2025, in accordance with the applicable procedures.
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Pursuant to Article 417 of the Turkish Commercial Code, the Attendance List, which was prepared and presented to the shareholders for review at the meeting hall, shows that out of a total of 255,600,000 shares representing the Company's total issued capital, each with a nominal value of 1.00 TL, 50.014,83 shares in person and 139.284.766,986 shares by proxy, totaling 139.334.781,816 shares, and since it was determined that the required quorum was present in accordance with the Turkish Commercial Code and the Company's Articles of Association, the Ministry Representative, Mr. Feyyaz Bal, announced that the meeting could be opened.
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It was detected that Ms. BANU AKSOY, Deputy Chairman of the Board of Directors, Mr. M. TİMUÇİN TECMEN, Member of the Board of Directors, Dr. MARKUS CHRISTIAN SLEVOGT, Member of the Board of Directors, and Mr. SAFFET BATU AKSOY, Member of the Board of Directors & CEO, were present at the meeting.
The meeting was opened by Mr. SAFFET BATU AKSOY, Member of the Board of Directors & CEO, and the following agenda items were discussed.
1.
The formation of the Meeting Committee has been completed. The joint motion submitted by EMEL SEÇEN, GÖKSU ARSLAN, and MUSTAFA GEDİK was read out to the general assembly and put to a vote. The motion was accepted by 139.334.781,816 votes in favor and 0 votes against by a unanimous vote. According to the motion, the Meeting Committee has been formed as follows:
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Mr. SAFFET BATU AKSOY was elected as Meeting Chairman,
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Ms FATMA ECE ÖZTUNÇ was elected as Vote Collector,
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Ms. BANU AKSOY was elected as Meeting Secretary
The Meeting Chairman, Mr. Saffet Batu Aksoy, confirmed that the documents granting the right to participate in the meeting had been checked by the Board of Directors for compliance with the legislation and then signed the list of attendees.
2.
The issue of signing the Minutes of the Extraordinary General Assembly Meeting by the Meeting Committee was submitted to the General Assembly for approval. The issue of authorizing the Meeting Committee to sign the Minutes of the Extraordinary General Assembly Meeting was approved by 139.334.781,816 votes in favor and 0 votes against, with unanimous vote of the shareholders attending the meeting.
3.
The Meeting Chairman provided information on the reasons for amending Article 2, titled "Trade Title," and Article 3, titled "Purpose and Scope," of the Company's Articles of Association and amending the Company's trade title to "Turcas Holding Anonim Şirketi" accordingly. Pursuant to Article 14/1 of the Communication on Significant Transactions and Right of Withdrawal, in the event that the right of withdrawal from the partnership is exercised, shareholders have been informed that the Company will purchase shares at a price of TL 26.20 per share, which is the arithmetic mean of the daily adjusted weighted average prices formed on the stock exchange during the last thirty-day period prior to the date of public disclosure of the board of directors' resolution regarding the amendment to the articles of association on March 10, 2025, and that the details regarding the exercise of the withdrawal right are included in the information document. It has been announced by the Meeting Chairman that this item is on the agenda for informational purposes only and will not be put to a vote.
4.
Since the amendment to the Articles of Association has been published at the Company's registered office, in the Turkish Trade Registry Gazette, the Public Disclosure Platform, and EGKS, the matter of accepting the amended text as read was put to a vote upon a motion submitted by Aksoy Girişimcilik Enerji ve Turizm A.Ş. of the shareholders, and the motion was accepted with 0 votes against by the shareholders present at the meeting 139.334.781,816 votes in favor, was approved by unanimous vote.
As per item 4 on the agenda, the amendment of Article 2 titled "Trade Title" and Article 3 titled "Purpose and Scope" of the Company's Articles of Association in accordance with the amendment text included in the annex to the general meeting announcement, and the amendment of the Company's trade title to "Turcas Holding Anonim Şirketi" in this regard, has been submitted to the General Assembly for approval. The amendment of Article 2 titled "Trade Title" and Article 3 titled "Purpose and Subject" of the company's articles of association in accordance with the amendment text approved by the Board and the Ministry was accepted by 139.334.781,816 votes in favor and 0 votes against by the shareholders attending the meeting by unanimous vote.
5.
As a result of the vote on item 4 of the agenda, considering that the cost to be borne by the Company due to the exercise of the right of withdrawal does not exceed TL 50.000.000 the matter of not discussing item 5 of the agenda by the General Assembly was put to a vote, and with 0 votes against by the partners attending the meeting 139.334.781,816 votes in favor, the matter was approved by unanimous vote.
6.
The questions raised by the shareholders were answered, and the requests and wishes of the Meeting Chairman, the Chairman of the Board of Directors, the members of the Board of Directors, and the shareholders were heard, after which the question-and-answer session began.
The meeting was closed by the Chairman of the Meeting, and these minutes were prepared and signed at the meeting hall in 4 copies. Date: 19.08.2025