I- PURPOSE
Turcas Petrol A.Ş. (“Turcas”) applies an effective disclosure policy so as to ensure concurrent, complete, express and accurate disclosure to related persons and legal entities such as local and foreign shareholders, investors, capital market specialists and intermediary institutions within the framework of the provisions of the related laws and Capital Market Legislation. In application of the disclosure policy, it is essential that necessary information and explanations other than the trade secrets be disclosed to all the beneficiaries particularly shareholders and investors accurately, completely and apparently.

Turcas takes into consideration the Capital Market Laws and Regulations, arrangements of the Capital Market Board (“CMB”) and Istanbul Securities Exchange (“ISE”) as well as Corporate Governance Principles of the Capital Market.

Turcas Petrol A.Ş. Disclosure Policy has been issued as per Article 23 of the Communiqué Series VIII, No. 54 regarding Principles on “Significant Events of Disclosure” and is announced to all the beneficiaries through Turcas website (www.turcas.com.tr).

II-AUTHORITY AND RESPONSIBILITY

Turcas Disclosure Policy has been prepared by the Board of Directors. Disclosure to the public as well as follow-up, observance and development of the disclosure policy are all under the responsibility of the Board of Directors. For coordination of the disclosure function; Coordination and Regulatory Affairs Department, Investor Relations and Strategic Planning Department, Accounting Department and Finance Department are all authorized; and related personnel fulfill their responsibilities in close cooperation with the Auditing Committee and the Board of Directors.

III – METHODS AND INSTRUMENTS

Disclosures are made by disclosure instruments such as significant events of disclosure, financial statements and reports, annual reports, internet website, disclosure letters, press releases.

Methods and instruments of public disclosure as per the Capital Market Laws and Regulations, provisions of the Turkish Commercial Code and arrangements of Istanbul Securities Exchange are as follows:

· Notifications and significant events of disclosure made within the scope of ISE and Public Disclosure Platform (“PDP”);

· Financial statements and footnotes, independent audit report, statements and annual reports transmitted to the ISE in closed envelope periodically.
The relevant reports are published in our Company’s website (www.turcas.com.tr) to enable access at any time;

· Publications and announcements made through Turkish Trade Registry Gazette and Daily Newspapers (prospectus, circulars, calls for general
assembly etc.)

· Press disclosures made by written and visual media upon occurrence of significant events within the year;

· Annual reports (relevant reports are presented and disclosed in printed form or in electronic medium in website);

· The Company’s web-site (www.turcas.com.tr);· Face-to-face or teleconference conversations with the investors and analysts;

· Disclosures made by the communication methods and means such as telephone, electronic mail, letter, fax etc.

IV- SIGNIFICANT EVENTS OF DISCLOSURE AND AUTHORIZED PERSONS
Significant events of disclosure are prepared by the Coordination and Regulatory Affairs Department and Shareholders Relations Department and signed by the members of the Board of Directors or managers with the capacities of signatories and transmitted in electronic medium as “Public Disclosure Platform”. Confirmation that the same has been published as “Public Disclosure Platform” is taken.

V- ANNUAL REPORT

Annual Report is issued in compliance with the Capital Market Laws and Regulations and Corporate Governance Principles of the Capital Market Law. Activity Report, ratified by the Board of Directors, is disclosed to the public via our web-site (www.turcas.com.tr). At the same time, the Annual Report is printed out for delivery to the related persons.

VI- DISCLOSURE OF FINANCIAL STATEMENTS TO THE PUBLIC

Financial Statements of Turcas are prepared within the frame of the provisions determined by the Capital Market Board and disclosed to the public upon an independent audit carried out according to the International Audit Standards. The Financial Statements and footnotes are presented to the Board of Directors for ratification within the frame of the Capital Market Laws and Regulations before disclosure to public upon consent of the Audit Committee and accuracy evidence is issued by the Accounting Department and signed by the Board of Directors; then the financial statements, footnotes, independent audit report, if any, and interim report are transmitted in electronic medium as the Public Disclosure Platform (“PDP”). Confirmation is taken stating that the same has been published as “Public Disclosure Platform.

VII- FUTURE EXPLANATIONS REGARDING EXPECTATIONS

Future expectations on sales, efficiency, market share, income generation capacity, profitability, indebtedness, shareholders’ equity rate and similar matters may be disclosed from time to time within the frame of the strategic targets. That these statements are made according to specific assumptions and may differ from the generated outcomes are disclosed to whom these may concern. In case of any change in future expectations or awareness that the expectations would not come true, the public is informed by the same means. The Coordination and Regulatory Affairs Department, Investor Relations and Strategic Planning Department, Shareholder Relations Department, Accounting Department and Finance Department are all authorized for disclosure of such information and these departments fulfill their responsibilities in close cooperation with the Audit Committee and the Board of Directors.

VIII- COMPANY WEBSITE

With regard to public disclosure, Turcas web site (www.turcas.com.tr) is actively used. Explanations set forth in the Company’s website do not substitute notifications and significant events of disclosure required by the provisions of the Capital Market Laws and Regulations. Access in all the public disclosures is possible through the website. The website is prepared in the form and substance stipulated by the Corporate Governance Principles of the Capital Market Board. Information on the website contents is enclosed hereto.

IX-ANNOUNCEMENTS AND DECLARATIONS MADE THROUGH TURKISH TRADE REGISTRY GAZETTE AND DAILY NEWSPAPERS

As per the Capital Market Law, Turkish Commercial Code and our Articles of Association, announcements regarding General Assembly, Annual Balance Sheet and Income Statement are made through the Turkish Trade Registry Gazette and daily newspapers.

The Company’s Board of Directors enables controlled news flows to the written and visual media on the important updates and developments occurred within the year and the public is informed in details by the way so. Such a disclosure may also be made by press conference based on the contents of the developments.

Various developments and questions relating to general flow or information requests are all valuated by the press in writing, and then an answer, positive or negative, is absolutely given.

X- CRITERIA APPLICABLE IN DETERMINATION OF THE PERSONS BEARING ADMINISTRATIVE RESPONSIBILITY

The persons bearing administrative responsibility and regularly accessing in the internal information are determined according to the scope of the related information.

Accordingly, managers and other personnel, not being aware of the information to the extent that it affects the value of the capital market instrument and investors and investment decisions of the investors, in other words, having detailed information only on any part of the company and being limitedly grounded with the entire company are not considered to be the persons bearing administrative responsibility and accessing in the internal information. However, members of the Board of Auditors and Board of Directors, Executive Officers (Chairman of the Executive Board (CEO), Members and Company Directors) and Authorized Managers, having detailed information on entire Company related to not only today but also future plans are considered to be the persons bearing administrative responsibility and accessing in the internal information.

XI- DISCLOSURE OF INTERNAL INFORMATION TO PUBLIC

In order to ensure communication between our company and our investors as per the related communiqués of the Capital Market Board, “Shareholder Relations Department” and “Investor Relations and Strategic Planning Department” were established. This department satisfies verbal and written demands of the investors, except for undisclosed information in the form of confidential information and trade secret. Additionally, this department organizes, from time to time, meetings or teleconferences in order to inform its local and foreign investors through its Board of Directors.

XII – PROCUREMENT OF CONFIDENTIALITY OF INTERNAL INFORMATION

Our Company personnel are informed on the performance of the tasks regarding the Company or keeping the internal information, acquired by the personnel during the conduct of the activities and transactions for and on behalf of the Company and not disclosed to the public yet, prohibition of utilization of the same for their own or third parties’ accounts or non-disclosure to third parties without permission.

If any employee of the Company detects that significant and special information, not disclosed to the public before, has been disclosed to the public unintentionally or detects such an existing disclosure, he shall immediately notify the event to the Coordination and Regulatory Affairs Department and Shareholder Relations Department. In such a case, the Coordination and Regulatory Affairs Department and Shareholder Relations Department prepare Internal information Disclosure as per the provisions of the Capital Market Laws and Regulations and ensure its transmission to the ISE.

Besides, a list is made for the persons employed by or affiliated to our Company through an employment contract or otherwise and the persons regularly accessing in the internal information in accordance with the Capital Market Laws and Regulations and in case of any change in the list, the list is renewed. The list of the persons able to access in the internal information and the updates in the list are sent to the CMB and the ISE, if required. All the persons included in the list are informed and warned on protection of the internal information and compliance with the rules of confidentiality.

XIII – DELAY OF PUBLIC DISCLOSURE OF INTERNAL INFORMATION

Our Company may delay disclosure of the internal information to the public in order to prevent its legal interest to be impaired, bearing all the related responsibilities; provided that this shall not mislead the public and our Company shall be able to ensure confidentiality of this internal information. As soon as the reasons for delay of the public disclosure of the internal information are eliminated, this information is disclosed to the public in accordance with the related laws and regulations. The explanation shall include the decision of delay and the reasons thereof.
Delay of the public disclosure of the internal information in our Company is subject to the Board of Directors Resolution or written consent of the any person authorized by the Board of Directors. This decision shall entail the delayed internal information, effect of the delay on our Company’s legal rights, whether such a delay creates the risk of misleading the investors and what kind of measures are for the confidentiality of this information throughout the term of delay.

All the measures are taken for keeping the delayed information confidential. During the term of delay, in case of arise of speculations relating to the delayed internal information or in case several details are disclosed to the public and the confidentiality of the internal data is failed to be procured, then the internal information, failed to be kept confidential, is immediately disclosed to the public. However, if spread of such speculations does not arise out of gross fault of our Company, then the delay shall be continued.

XIV – INSIDER TRADING (UTILIZATION OF CONFIDENTIAL COMPANY INFORMATION FOR INTEREST PURPOSES)

Members of the Board of Directors may not utilize the confidential information and/or information in the form of trade secret and the non-disclosed information for its own or third parties’ account and may not provide misleading information and spread misleading news about the Company.

The Board of Directors applies and takes necessary measures for prevention of utilization or spread of this information by other employees of the Company.

XV- FOLLOW UP OF THE NEWS AND SPECULATIONS

In Principle, no opinion is disclosed relating to the speculations in the market and/or in internet medium.

However, in the event that the news and speculations not originated from our Company are different from the Significant Events of Disclosure and the information disclosed to the public through documents such as prospectuses, circulars, financial reports etc., in respect of content, then the internal information is disclosed without any warning, notification or request from the ISE and the CMB whether these are accurate or adequate.

XVI – DISCLOSURES BY PRESS

Demands and requests from the written and visual media and various press channels are firstly directed to the Press and Advertisement Agency with which our Company enters an agreement. Entire of the organizations and arrangements related to the requests is performed by the relevant agency.

In these visual and written press releases, the significant events of disclosure required to be disclosed to the public as per the related communiqués of the CMB are notified to the public in electronic medium before disclosure to the press.

XVII – COMMUNICATION WITH THE CAPITAL MARKET PARTICIPANTS

The “Shareholder Relations Department” and “Investor Relations and Strategic Planning Department” are established in order to ensure communication between our Company and our investors as per the related communiqués of the CMB. This department fulfills verbal and written requests of the investors except for the non-disclosed, confidential information and trade secrets. In addition, meetings or teleconferences are organized from time to time by the Board of Directors in order to inform the local and foreign investors.

XVIII- ANALYST REPORTS

Our Company does not overview, confirm, acknowledge, assume and publish in its website analyst reports issued by various companies. The analyst reports may only be overviewed so as to prevent the public to be ill-informed in certain cases and under limited circumstances and in case of request; provided that common information and historical information are used.

XIX – DISCLOSURES REGARDING EXERCISING PARTICIPATING RIGHTS

Significant Event of Disclosure is made with respect to the Company’s shareholders and for the following matters finalized upon resolution of the Board of Directors:

i) Meeting date, time, place, agenda of Ordinary and Extraordinary General Assembly and the way the shareholders would exercise their rights to attend to the General Assemblies, the voting procedure or conditions for casting vote in proxy,

ii) Results of General Assembly Meeting and total number of shares of the attendees and attendance list including total voting rights,

(iii) Dividend payment, rights issue and bonus issue and announcement regarding exercise of the right to acquire new shares in rights issue.

XX – CHANGE IN DISCLOSURE POLICY

In case of any change in this disclosure policy, changed matters and the grounds thereof are ratified by the Board of Directors and then submitted to the information of the General Assembly and lastly disclosed to the public.



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