ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

Pre-Annual General Meeting Information • May 28, 2025

Summary Info	Registration of the Annual General Meeting for the year 2024
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2024
Ending Date Of The Fiscal Period	31.12.2024
Decision Date	28.04.2025
General Assembly Date	26.05.2025
General Assembly Time	13:00
Record Date (Deadline For Participation In The General Assembly)	25.05.2025
Country	Turkey
City	İSTANBUL
District	BEŞİKTAŞ
Address	Raffles İstanbul, Levazım Mah. Vadi Cad. Zorlu Center No: 2 İç Kapı No: 170 34340 Beşiktaş/İstanbul

Agenda Items

1 - Opening, the moment of silence and election of the Assembly Presidential Board,

2 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024,

3 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2024,

4 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2024,

5 - Informing the General Assembly about the Board's resolution that no profit distribution could be made for the fiscal year 2024 due to accumulated losses from previous years in line with the related regulations,

6 - Acquittal of the members of the Board of Directors of their liabilities for the Company's activities and transactions in the fiscal year 2024,

7 - Determination of the number and the term of office for the members of the Board of Directors and election of the Board members including the Independent Directors,

8 - Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2025,

9 - Discussion and resolving on the selection of an Independent Audit Firm in accordance with the Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority regulations,

10 - Discussion and resolution on the amendment of the Articles of Association of the Company by amending the attached Articles 3, 6, 7, 10, 15 and adding temporary Article 1, subject to legal permissions,

11 - Giving information to the General Assembly about the donations and aids made in 2024; discussion and resolution of the upper limit for the donations to be made in the period of 1 January - 31 December 2025,

12 - Discussion and resolution of the authority to be granted to Board members for performing the transactions specified in the Articles 395 and 396 of the Turkish Commercial Code,

13 - Giving information to shareholders about the collaterals, pledges, mortgages and sureties granted in favor of third parties by the Company and its subsidiaries and the income and benefits generated therefrom in 2024 in accordance with the CMB regulations,

14 - Closing.

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1	Zorlu Enerji - 2024 OGK Daveti.pdf - Announcement Document
Appendix: 2	Zorlu Enerji 2024 - OGK Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 3	Zorlu Enerji - 2024 AGM Invitation.pdf - Announcement Document
Appendix: 4	Zorlu Enerji 2024 - 2024 AGM Information Memorandum.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	The following resolutions were adopted at the Ordinary General Assembly Meeting of 2024 held on May 26, 2025: - The balance sheet and profit and loss accounts of the Company for the year 2024 were approved. - The members of the Board of Directors were discharged separately for their activities and transactions for the year 2024. - In the 2024 accounting period, shareholders were informed that no dividend distribution will be made since there is a loss for the period according to the legal records kept within the scope of the Tax Procedure Law and the consolidated financial statements prepared in accordance with the CMB legislation . - The number of board members was determined as 7 and it was decided to elect Mr. Ahmet Nazif ZORLU , Ms. Selen ZORLU MELİK, Mr. Mümin Cengiz ULTAV and Mr. Bekir Cem KÖKSAL as board members and Mr. Cem MENGİ , Mr. Yusuf GÜNAY and Ms. Betül Ebru EDİN as independent board members for a term of 1 year. - It was resolved that each of the Independent Board Members be paid a monthly/net fee of TL 125,000 and Mr. Mümin Cengiz ULTAV be paid a monthly/net fee of TL 31,250 and the other members of the Board of Directors will not be paid any fee. - KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi has been selected as the independent auditor to audit the accounts and transactions for the year 2025 in accordance with the Turkish Commercial Code and Capital Markets legislation and to conduct the mandatory sustainability audit for the years 2024 and 2025 in accordance with the regulations of the Public Oversight, Accounting and Auditing Standards Authority. - It has been resolved to approve the amendment of the Articles of Association of the Company by amending Articles 3, 6, 7, 10, 15 and adding temporary Article 1, for which legal permissions have been obtained. - The donation limit for 2025 has been set as 1.5% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA) in the annual consolidated financial statements of the previous fiscal year disclosed to the public in accordance with the Capital Markets Board regulations. - It was resolved to grant permission to the members of the Board of Directors in accordance with Articles 395 and 396 of the Turkish Commercial Code. 2024 Ordinary General Assembly Meeting Minutes and List of Attendants are attached hereto. This statement was translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
Are There Articles Of Association Amendment Relating To Company Title In Minutes?	Yes

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Accepted

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	28.05.2025

General Assembly Result Documents

Appendix: 1	Zorlu Enerji 2024 OGK toplantı tutanağı TR.pdf - Minute
Appendix: 2	Zorlu Enerji 2024 OGK Toplantı Tutanağı EN.pdf - Minute
Appendix: 3	hazirun_1037381_26.05.2025 KVK.pdf - List of Attendants

Additional Explanations

Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2024, which was held on May 26, 2025, has been registered by the Bursa Trade Registry Office.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.