ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

Registration Form • May 30, 2025

ZORLU ENERJİ ELEKTRİK ÜRETİM ANONI ̇M ŞI ̇RKETI ̇ AMENDMENT TO THE ARTICLES OF ASSOCIATION

OLD FORM	NEW FORM
Capital of the Company Article 6	Capital of the Company Article 6
The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and has adopted this system with the permission of the Capital Markets Board dated 02/05/2002 and numbered 21/579.	The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and has adopted this system with the permission of the Capital Markets Board dated 02/05/2002 and numbered 21/579.
The registered capital ceiling of the Company is 6.000.000.000- (Six Billion) Turkish Liras (TRY), 1 (one) each divided into 600.000.000.000 (Six Hundred Billion) registered share with a nominal value of 1 (one) Kuruş (Kr)	The registered capital ceiling of the Company is 6.000.000.000- (Six Billion) Turkish Lira (TRY), 1 (one) each divided into 6.000.000.000 (Six Billion) registered shares with a nominal value of 1 (one) TRY.
The authorized capital ceiling permission granted by the Capital Markets Board is valid for the years 2021-2025 (5 years). By the end of 2025, even if the authorised registered capital ceiling has not been reached, in order for the Board of Directors to take a capital increase decision after 2025, it is obligatory to obtain authorization from the General Assembly for a new period not exceeding 5 years by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. In case the said authorization is not obtained, no capital increase can be made with the decision of the Board of Directors.	The authorized capital ceiling permission granted by the Capital Markets Board is valid for the years 2025-2029 (5 years). By the end of 2029, even if the authorised registered capital ceiling has not been reachedin order for the Board of Directors to take a capital increase decision , after 2029, it is obligatory to obtain authorization from the General Assembly for a new period not exceeding 5 years by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. In case the said authorization is not obtained, no capital increase can be made with the decision of the Board of Directors.
The issued capital of the Company is 5,000,000,000- (five billion TRY) and the said issued capital has been fully paid free of collusion. This capital is divided into 500.000.000.000 (five hundred billion) shares with a nominal value of Kr 1 (one) each, 50.000.000.000 (fifty billion) are registered Group (A) shares and 450.000.000000 (four hundred fifty billion) are registered Group (B) shares. All of the Company's shares are registered shares and the Company may not issue bearer shares. The Board of Directors is authorized to increase the issued capital by issuing new	The issued capital of the Company is 5,000,000,000- (five billion TRY) and the said issued capital has been fully paid free of collusion. This capital is divided into 5.000.000.000 (five billion) shares with a nominal value of 1 (one) TRY each, 500.000.000 (five hundered million) are registered Group (A) shares and 4.500.000.000 (four billion five hundred million) are registered Group (B) shares. All of the Company's shares are registered shares and the Company cannot issue bearer shares. The Board of Directors is authorized to

registered shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Capital Markets Law, to restrict the rights of privileged shareholders, to limit the right of shareholders to purchase new shares and to issue shares at a premium or below their nominal value. The authorization to restrict the right to purchase new shares may not be used in a way to cause inequality among shareholders.

Shares representing the Company's capital are monitored in dematerialized form within the framework of dematerialization principles.

No new shares shall be issued unless the issued shares are fully sold and the consideration is paid or the unsold shares are canceled.

Within the scope of the project financing provided irrevocably, in cases where banks and/or financial institutions establish control over the Company and/or an affiliate relationship is formed as required by the provisions of the loan agreement, such as in the event of default in payments by the Company, stipulated in the relevant legislation if the market share limits are exceeded, such violation shall be remedied within the period given to these banks and/or financial institutions by EMRA.

During the prelicense period and until the generation license is obtained, except for the reasons of inheritance and bankruptcy and the exceptional circumstances specified in the Article 57 of the Electricity Market License Regulation, no direct or indirect change in the shareholding structure of the Company, transfer of shares or share certificates, or transactions and transactions that will result in transfer cannot be carried out. The said provision shall not apply to share transfer transactions realized in the stock exchange.

For the acquisition of shares representing five percent or more of the Company's capital directly or indirectly by a natural or legal person after the generation licence is registered shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Capital Markets Law, to restrict the rights of privileged shareholders, to limit the right of shareholders to purchase new shares and to issue shares at a premium or below their nominal value. The authorization to restrict the right to purchase new shares may not be used in a way to cause inequality among shareholders.

Shares representing the Company's capital are monitored in dematerialized form within the framework of dematerialization principles.

No new shares shall be issued unless the issued shares are fully sold and their consideration is paid or the unsold shares are canceled.

Within the scope of the project financing provided irrevocably, in cases where banks and/or financial institutions establish control over the Company and/or an affiliate relationship is formed as required by the provisions of the loan agreement, such as in the event of default in payments by the Company, stipulated in the relevant legislation if the market share limits are exceeded, such violation shall be remedied within the time period given to these banks and/or financial institutions by EMRA.

During the prelicense period and until the generation license is obtained, except for the reasons of inheritance and bankruptcy and the exceptional circumstances specified in the relevant articles of Electricity Market License Regulation, no direct or indirect change in the shareholding structure of the Company, transfer of shares or share certificates, or transactions and transactions that will result in transfer cannot be carried out. The said provision shall not apply to share transfer transactions realized in the stock Exchange.

For share transfers to be made after the generation licence is obtained, EMRA approval must be obtained in cases stipulated in the Electricity Market

obtained, and for the transfer of shares or Licence Regulation. The said provision is
share certificates that result in a change of not applicable for share transfer transactions
control in the shareholding structure of the performed in the stock exchange.
Company, regardless of the above-mentioned
capital share changes, EMRA approval must
be obtained each time - before the transaction
is carried out. The said provision is not
applicable for share transfer transactions
realized in the stock exchange.
For the transfer of rights and obligations Even in the absence of any share transfer, the
under the license, EMRA approval be establishment of privileges on existing shares
obtained in cases stipulated in the and the removal of privileges are subject to
Electricity Market License Regulation EMRA approval, regardless of the
proportional limits on share transfers.
The provisions of the capital markets The provisions of the capital markets
legislation are reserved. legislation are reserved.
Merger and demerger transactions are carried Merger and demerger transactions are carried
out in accordance with the Turkish out in accordance with the Turkish
Commercial Code, capital markets Commercial Code, capital markets
legislation and other relevant legislation. legislation and other relevant legislation.
After obtaining a generation license, if the
Company wishes to merge a) with another After obtaining a generation license, if the
licensee, b) with a legal entity that does not Company wishes to merge: a) with another
hold a license, with all its assets and licensee, b) with a legal entity that is not a
liabilities, within its own or another legal licensee, with all its assets and liabilities,
entity holding a license, or c) in the event of within its own or another legal entity that is a
a full or partial spin-off, it is obligatory to licensee, c) for a full or partial spin-off, it -
obtain the approval of EMRA in cases before the merger or spin-offis obligatory to
stipulated in the Electricity Market obtain EMRA's approval transaction is
Licence Regulation before the merger or carried out.
spin-off transaction is carried out.
If the merger or demerger is not completed If the merger or demerger is not completed
within the period stipulated in the within six months from the date of the said
Electricity Market Licence Regulation authorization, the authorization shall be
from the date of the said permission, the invalid. In this case, merger or demerger
permission granted shall be invalid. In this transactions cannot be continued without
case, merger or demerger transactions cannot obtaining a new permission with the decision
be continued without obtaining a new of EMRA. The provisions of the capital
permission with the decision of EMRA. The markets legislation regarding merger and
provisions of the capital markets legislation demerger transactions are reserved.
regarding merger and demerger transactions
are reserved.
The capital of the Company may be increased
or decreased, if necessary, in accordance with The capital of the Company may be increased
or decreased, if necessary, in accordance with

the provisions of the Turkish Commercial	the provisions of the Turkish Commercial
Code and Capital Market Legislation.	Code and Capital Market Legislation.
In capital increases to be made, Group (A)	In capital increases to be made, Group (A)
shares are issued in exchange for Group (A)	shares are issued in exchange for Group (A)
shares and Group B shares are issued in	shares and Group B shares are issued in
exchange for Group B shares. However, in	exchange for Group B shares. However, in
the event that Group (A) shareholders do not	the event that Group (A) shareholders do not
exercise their rights to acquire new shares,	exercise their rights to acquire new shares,
the newly issued shares shall be only Group	the newly issued shares shall be only Group
(B) shares.	(B) shares.
The transfer of the Company's shares is free	The transfer of the Company's shares is free
of charge, provided that the provisions of the	of charge, provided that the provisions of the
Turkish Commercial Code, capital markets	Turkish Commercial Code, capital markets
legislation, energy market legislation and	legislation, energy market legislation and
these articles of association are reserved.	these articles of association are reserved.