ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

M&A Activity • Jul 27, 2023

Summary Info	Regarding the simplified merger of Rarik Turkison Enerji AŞ, a wholly-owned subsidiary of our Company, with our Company
Update Notification Flag	No
Correction Notification Flag	Yes
Postponed Notification Flag	No
Reason of Correction	Our material event disclosure dated July 26, 2023 is made again using the relevant template.

Board Decision Date	26.07.2023
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2022
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Rarik Turkison Enerji AŞ	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, İşlem Görmüyor, TREZORN00012	250.000.000			250.000.000
B Grubu, ZOREN, TRAZOREN91L8	2.250.000.000			2.250.000.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	2.500.000.000 TL	0 TL	0 TL	2.500.000.000 TL

Additional Explanations

Our material event disclosure dated July 26, 2023 is made again using the relevant template.

Pursuant to our material event disclosures dated 17.10.2022 and 06.02.2023, at the Board of Directors meeting of Zorlu Enerji Elektrik Üretim AŞ dated 26.07.2023, it was unanimously resolved by the board members present at the meeting:

-To merge with Rarik Turkison Enerji AŞ, a wholly-owned subsidiary of Zorlu Enerji, by taking over all the assets and liabilities of the cited company and to carry out the merger in a simplified manner under Zorlu Enerji in accordance with the provisions of Article 155 of the Turkish Commercial Code, Articles 19 and 20 of the Corporate Tax Law and Article 13 of the Capital Markets Board's ("CMB") Communiqué on Merger and Demerger No. II-23.2,

-To prepare the merger agreement and other related documents for this purpose,

-To realize the merger transaction on the basis of the companies' financial statements dated 31.12.2022,

-Not to prepare the Board of Directors report stipulated in the Article 147 of the Turkish Commercial Code, due to the fact that the merger will be realized via the simplified procedure in accordance with the Article 13 of the CMB's Communiqué on Merger and Demerger No. II-23.2,

-Not to prepare the independent audit report and the merger report and not to take an opinion from an expert institution pursuant to the Article 13/2 of the CMB's Communiqué on Merger and Demerger No. II-23.2,

-Not to execute a "Right to Leave" option for the Company's shareholders in accordance with the Article 15/ç of the CMB's Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right No. II-23.3,

-Not to increase the capital of Zorlu Enerji due to the merger,

-To prepare the announcement document, the merger agreement and other information and documents required for the applications regarding the merger transaction stipulated by the CMB's Communiqué on Merger and Demerger No. II-23.2, and to submit an application to the Capital Markets Board for approval,

-Following the approval of Capital Markets Board, to submit the Merger Agreement to be signed between the parties to the approval of the Board of Directors without submitting to the approval of the General Assembly,

-To authorize the management for carrying out the necessary transactions.

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.