Turcas Petrol : 2023 Annual Report

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A N N U A L R E P O R T

As an expression of our deep belief that art is a force that transforms and makes us think, this year, we keep our art theme, which started in 2009 with Hüseyin Avni Lifij, one of the most valuable painters of Turkish painting history, with the unique works of the country's respected contemporary artists.

We are pleased to continue to emphasize the value attached to art and to share with you the contemporary artworks in the collection of our managers in our report.

Cover: Asaf Erdemli

Hypnotic / Metal - Bronze Covering

75 x 25 x 15 cm 2016

Private Collection

CONTENTS

6 I TURCAS IN BRIEF

Group Structure Chairperson's Message CEO's Assessment Board of Directors Senior Management

Vision, Mission, Strategy and Values Human Resources Policy

22 I SUMMARY INFO

Financial Highlights

Operational Highlights

Milestones

Shareholding Structure

Investor Relations

34 I INVESTMENTS

Retail (Fuel & Lubricants)

Shell & Turcas Petrol (STAŞ)

ATAŞ Terminal

Power Generation

RWE & Turcas South Power Generation

42 I SUSTAINABILITY

Turcas' Sustainability Approach

Social Investments at Turcas

Social Investments at Shell & Turcas

54 I CORPORATE GOVERNANCE

Corporate Governance Principles Compliance Statement Board of Directors' Assessment on Committees Compliance Framework for the Sustainability Principles Affiliation Report

Statement of Independence

Statement of Responsibility

Independent Auditor's Report on The Annual Report of The Board of Directors

74 I FINANCIAL STATEMENTS

Convenience Translation Into English of Financial Statements for the Year Ended 31 December 2023 Together With Independent Auditor's Report

İdil İlkin

Blue Moyo / Chromogenic Print, Diasec 120 x 90 cm

Private Collection

TURCAS PETROL ANNUAL REPORT 2023

GROUP STRUCTURE

In 2023, Turcas continued its operations in two main areas:

Retail (Fuel & Lubricants) and Power.

RETAIL (FUEL & LUBRICANTS)

30%

SHELL & TURCAS PETROL

100%		65%		50%		50%		27%
		ÇEKİSAN		SAMSUN		MARMARA		ATAŞ
SHELL PETROL		STORAGE		FUEL		STORAGE		OIL
		SERVICES		STORAGE		SERVICES		TERMINAL

• Turcas has a 5% share in ATAŞ in addition to Shell & Turcas' 27% share in ATAŞ. Thus, Turcas' total direct and indirect shareholding in ATAŞ is 13.1%.

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TURCAS IN BRIEF

POWER

30%

RWE & TURCAS POWER

100%

RWE & TURCAS GAS IMPORT EXPORT

www.turcas.com.tr

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TURCAS PETROL ANNUAL REPORT 2023

CHAIRPERSON'S MESSAGE

ERDAL AKSOY

Chairperson

Dear Shareholders and Stakeholders,

We have been witnessing developments affecting the whole world for a long time. Climate crisis, natural disasters, economic and political developments have all been guiding factors for our business.

Last year, we lived through a period of uncertainty and volatility that dominated the business world, the financial sector and households due to such global developments as the Israeli-Hamas war that broke out upon the Russian-Ukrainian war, and high inflation affecting the international and local economy. Though we went through difficult times both in our country and around the world, we kept working in the sectors we operate in without any pessimism and with might and a sense of responsibility towards our society.

We successfully coped with these challenging periods thanks to our deep-rooted partnerships in retail and energy industries, our long-term strategies, our determination to create value and decisiveness for continuous investment.

Shell & Turcas, the flagship of our investment portfolio and our subsidiary in the fuel retail industry, continued its market leadership by serving 1 million guests daily through our nearly 20,000 frontline team members. Our company continued to pioneer transformation in the energy sector by alternative and renewable investments. We carry on installing fast charging stations for electric vehicle users together with TRUGO, a subsidiary of the national electric car manufacturer TOGG.

In addition, we contribute significantly to the baseload power demand of our economy through RWE & Turcas' 800 MW Denizli Natural Gas-FiredCombined-Cycle Power Plant, our flagship asset in the Turkish energy market.

We will always strive to lead and be competitive in the industries we operate in within the framework of our corporate governance approach, while taking firm steps into the world of tomorrow with human resources, our most precious capital. I would like to sincerely thank all our stakeholders, Board of Directors, shareholders and all colleagues who walk together with Turcas.

Best regards,

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TURCAS IN BRIEF

CEO'S ASSESSMENT

BATU AKSOY CEO ve Board Member

Dear Shareholders and Stakeholders,

2023 was a year in which we witnessed crucial developments both at home and abroad. We mobilized as a country after the earthquake disaster on February 6, 2023 which overwhelmed each and every one of us with sorrow. We kept on healing our wounds in unity and solidarity with all our strength. We will continue to support the earthquake region and our people there hand in hand as a company with all our shareholders, subsidiaries, colleagues and business partners as well as the NGO's of which we are members and managers.

Upon a challenging year for the whole world, we hosted 1 million guests every day at our 1,170 fuel stations with almost 20,000 frontline team members under the umbrella of Shell & Turcas, the most preferred brand of the the Turkish fuel retail industry, and our partnership with the energy major Shell - whose 100th anniversary of operations in Türkiye is celebrated this year with great pride. While preserving our leading position with an only-under-canopy fuel sales volume of 5.2 million m³ and a 21.5% market share in this segment, we strengthened non-fuel sales as well through the retail services offered at Shell Select stores. We will enhance the retail sales encompassing 14.7 million cups of coffee, 6 million sandwiches and 6 million bakery products in 2023 with a sales target of 18.3 million cups of coffee, 7 million sandwiches and 6.4 million bakery products in 2024. Thanks to the agreement signed between Shell & Turcas and TOGG (and its subsidiary TRUGO) on the electric vehicle fast charging units to be installed at initially ca. 400 Shell stations nationwide, our investments to serve EV's at four corners of the country continue at full speed.

We continue to play an active role in meeting the power demand of our nation by having generated 2.9 billion kWh of electricity in 2023 with an efficiency of 57% at our 800 MW Denizli Natural Gas-FiredCombined-Cycle Power Plant built by RWE & Turcas with state-of-the-art technology. Denizli's 10-year planned major maintenance was successfully completed in 2023.

As Turcas, we significantly reduced our financial indebtedness and reached a very high level of 94% in financing our consolidated assets through shareholders' equity at 2023-end. We have a clear priority of re-starting regular distribution of dividends to our shareholders by 2024-end. Moreover, we will continue to seize opportunities and strategic options through the management of our portfolio with a dynamic mindset. In this regard, we will constantly explore investment opportunities utilizing our entrepreneurial skills, partnership culture and high credibility.

In 2023, we published our first Sustainability Report by formulating our sustainability strategy. I, personally and on behalf of our Board of Directors, extend my sincerest thanks to my valuable team members, shareholders and all stakeholders who accompany us on this path as we continue to take steps towards the future by considering sustainability issues as well as social and environmental impacts.

Best regards,

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TURCAS PETROL ANNUAL REPORT 2023

BOARD OF DIRECTORS

Erdal AKSOY

Chairperson of the Board of Directors

Erdal Aksoy has been the Chairperson of the Board of Directors at Turcas Petrol since 1996 and also serves as a Member of the Board at Shell & Turcas Petrol, one of Group subsidiaries. In addition, Erdal Aksoy serves as the Chairperson of the Board at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, serves as the Vice Chairperson of the Board at The Conrad Istanbul Bosphorus, and serves as a Member of the Board at The Ritz-Carlton Residences, Bodrum, all of which are related companies and legal entities.

Erdal Aksoy is a Member of TUSIAD (Turkish Industry and Business Association), Chairperson of PODEM (Public Policy and Democracy Studies), a Member of the Advisory Board of TESEV (Turkish Economic and Social Studies Foundation), and Member of the Board of Trustees of the Azerbaijan Diplomacy Academy (ADA). Erdal Aksoy had served as a Member of the Board of TISK (Confederation of Turkish Employers Union) and Chairperson of the Turkish Shipowners and Employers Union in the past. Erdal Aksoy, for a period, was the Istanbul Provincial Head of the Motherland Party (ANAP), and the President of Sarıyer Sports Club.

Erdal Aksoy, an Electrical & Electronics Engineering Graduate of Istanbul Technical University (1966), speaks fluent English, and is married with two children and has three grandchildren. The inspiring life story of Erdal Aksoy has been the subject of the book an documentary entitled "Life is Solving Problems" by journalists Rıdvan Akar and Hilmi Hacaloğlu.

Banu AKSOY

Vice Chairperson of the Board of Directors

Banu Aksoy has been a Member of the Board of Directors at Turcas Petrol and its controlled subsidiaries since 2005, a Member of the Risk Management Committee since 2010, and serves as the Vice Chairperson of the Company since 2019. Having worked at the Eurasia Business Development Division of ConocoPhillips between 1998 and 2000, Mrs. Aksoy also serves as a Member of the Board at Shell Petrol, one of Group subsidiaries.

In addition, Banu Aksoy serves as the Vice Chairperson at Aksoy Holding, and an Executive Board Member at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, Conrad Istanbul Bosphorus, and The Ritz-Carlton Residences, Bodrum, and Aksoy International Holding, Aksoy USA Holdings ve Aksoy Europe all of which are related companies and legal entities.

Banu Aksoy is a Member of the Endeavour Association. Following her graduation from The Koç University Faculty of Business Administration in 1997, she completed a Finance Extension program at the University of California at Berkeley. Banu Aksoy speaks fluent English and as a mother of a son.

Batu AKSOY

CEO & Board Member

Batu Aksoy is the CEO of Turcas Petrol (BIST:TRCAS) and its controlled subsidiaries since 2010 where he has been serving as an Executive Board Member since 2005. He is also a Board Member at Shell & Turcas Petrol and Vice Chairperson at RWE & Turcas Power, both of which are Group subsidiaries.

Additionally, Batu Aksoy serves as the Vice Chairperson at Aksoy Ventures Energy & Tourism, Aksoy Real Estate Investments, Aksoy International Trade, as the Chairperson at Aksoy Holdings, The Ritz-Carlton Residences, Bodrum, Aksoy International Holdings, Aksoy USA Holdings and Aksoy Europe, and as an Executive Board Member at Conrad Istanbul Bosphorus Hotel, all of which are related legal entities.

Batu Aksoy is the Honorary Consul of the Republic of Chile in Istanbul since 2016; a Member of TUSIAD (Turkish Industry and Business Association) where he served as a Board Member between 2015-2022, a Member of the High Advisory Council of TÜRKONFED (Turkish Enterprise and Business Confederation), a Board Member of the TurkeyUS Business Council (TAİK) and Turkey-Chile Business Council within DEİK (Foreign Economic Relations Board of Turkey), and a Member of the Advisory Board of The Johns Hopkins University (JHU) Whiting School of Engineering.

Batu Aksoy is a 1998 graduate of The Johns Hopkins University, Whiting School of Engineering (Baltimore, USA) with a BSc degree in Electrical & Computer Engineering. Batu Aksoy is married with a son and a

10daughter.