ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

AGM Information • May 27, 2024

Summary Info	Resolutions of the Annual General Meeting for the Year 2023
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2023
Ending Date Of The Fiscal Period	31.12.2023
Decision Date	03.05.2024
General Assembly Date	27.05.2024
General Assembly Time	13:00
Record Date (Deadline For Participation In The General Assembly)	26.05.2024
Country	Turkey
City	İSTANBUL
District	BEŞİKTAŞ
Address	Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No:2 Zorlu Center 34340 Beşiktaş/İstanbul

Agenda Items

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

2 - Authorization of the Assembly Presidential Board for signing the minutes of the Annual General Meeting,

3 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2023,

4 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2023,

5 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2023,

6 - Informing the General Assembly about the Board's resolution that no profit distribution could be made for the fiscal year 2023 due to accumulated losses from previous years in line with the related regulations,

7 - Acquittal of the members of the Board of Directors of their liabilities for the Company's activities and transactions in the fiscal year 2023,

8 - 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,

9 - Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2024,

10 - 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,

11 - Discussion and resolution of the Board of Directors' proposal regarding the selection of the independent audit firm for auditing the Company's accounts and transactions for the fiscal year 2024 in accordance with the Capital Market Law and the Turkish Commercial Code,

12 - 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 2023 in accordance with the CMB regulations,

13 - Giving information to the General Assembly about the donations and aids made in 2023; discussion and resolution of the upper limit for the donations to be made in the period of 1 January - 31 December 2024,

14 - Closing.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	Zorlu Enerji - 2023 OGK Daveti.pdf - Announcement Document
Appendix: 2	Zorlu Enerji - 2023 AGM Invitation.pdf - Announcement Document
Appendix: 3	Zorlu Enerji 2023 - OGK Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 4	Zorlu Enerji - 2023 Information Memorandum.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	At Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2023, which was held on 27 May 2024 at 13:00 pm at Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No:2 Zorlu Center 34340 Beşiktaş/İstanbul , it has been resolved, - To approve the Consolidated Financial Statements for the fiscal year 2023, - To inform The General Assembly on Board of Directors' resolution regarding; no profit distribution could be made for the fiscal year 2023. The Company booked a net loss in its 2023 statutory financial statements prepared pursuant to the provisions of the Turkish Commercial Code and Tax Procedure Law while it recorded a net income in its consolidated financial statements prepared in line with the Turkish Accounting Standards / Turkish Financial Reporting Standards and the format required by the Capital Markets Board ("CMB") based on the CMB's "Communiqué on the Principles of Financial Reporting in Capital Markets with number II-14.1. No profit distribution could be made due to the net loss recorded in the Company's statutory financial statements and the presence of accumulated losses from previous years. - To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2023, - To determine the number of members of the Board of Directors as seven and the term of office of the Board members as one year and to elect Mr. Ahmet Nazif Zorlu, Ms. Selen Zorlu Melik, Mr. Mümin Cengiz Ultav and Mr. Bekir Cem Köksal as Board Members and Mr.Yusuf Günay, Mr. Cem Mengi and Ms. Betül Ebru Edin as Independent Board Members, - To determine remuneration to be paid to Board Members for the year 2024, - To grant permission to members of the Board of Directors to carry out the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code, - To select KPMG Bağımsız Denetim ve SMMM AŞ as the independent audit firm to audit the accounts and transactions of the Company for the fiscal year 2024, - To set the upper limit for the donations to be made in the period between January 1, 2024 and December 31, 2024 as 1.5% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA) reported in the Company's publicly announced annual consolidated financial statements for the year 2023 prepared in accordance with the capital market regulations. The minutes of the Annual General Meeting and the list of attendees are disclosed in the attachment. 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.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed

General Assembly Result Documents

Appendix: 1	Zorlu Enerji Elektrik Üretim AŞ Minutes of the Annual General Meeting.pdf - Minute
Appendix: 2	Zorlu Enerji 2023 OGK Hazır Bulunanlar Listesi.pdf - List of Attendants
Appendix: 3	List of Attendees for the Annual General Meeting.pdf - List of Attendants
Appendix: 4	Zorlu Enerji 2023 OGK Toplantı Tutanağı.pdf - Minute

Additional Explanations