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AKENERJİ ELEKTRİK ÜRETİM A.Ş.

Interim / Quarterly Report Aug 13, 2025

8730_rns_2025-08-13_22661cc4-d1bf-487d-8bf8-96ed9a7e532e.pdf

Interim / Quarterly Report

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AKENERJİ ELEKTRİK ÜRETİM A.Ş.

ACTIVITY REPORT FOR THE INTERIM PERIOD OF 1 JANUARY 2025- 30 JUNE 2025 PREPARED IN ACCORDANCE WITH THE CAPITAL MARKETS BOARD COMMUNIQUE NO:II-14.1

13 August 2025

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR'S REVIEW REPORT ON SEMI-ANNUAL REPORT ORIGINALLY ISSUED IN TURKISH

To the General Assembly of Akenerji Elektrik Üretim A.Ş.

We have been assigned to the review whether the financial information in the review report of Akenerji Elektrik Üretim A.Ş. (the "Company") and its subsidiaries (collectively referred as the "Group") prepared as at 30 June 2025 is consistent with the reviewed interim condensed consolidated financial information. Management is responsible for the preparation of the semi-annual report. Our responsibility is to express a conclusion on whether the financial information provided in the semi-annual report is consistent with the reviewed interim condensed consolidated financial information on which we have expressed our conclusion dated 13 August 2025.

We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410 "Review on Interim Financial Information Performed by the Independent Auditor of the Entity". Our review includes the assessment as to whether the financial information included in the semi-annual report is consistent with the reviewed interim condensed consolidated financial statements and other explanatory notes. A review is substantially less in scope than an audit conducted in accordance with Independent Auditing Standards, the objective of which is to express an opinion on the financial statements. Consequently, a review on the semi-annual financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to conclude that the accompanying financial information included in the review report is not consistent, in all material respects, with the interim financial information and the information presented in the explanatory notes to interim condensed consolidated financial statements.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Çağlar Sürücü, SMMM Independent Auditor

Istanbul, 13 August 2025

CONTENTS

1. Vision and Mission……………………………………………………………………………………………………….3
2. General Information……………………………………………………………………………………………….….….3-4
3. Capital and Shareholding Structure………….………………………………………………………………….….…….5
4. Board of Directors………………………………………………………………………………….……………………5-11
5. Employees………………….…………………………………………………………………………………………11
6. Company Operations and Material Developments………………….……………………………………………12-15
7. Financial Analysis………………………………………………………………………………………………… 16-17
8. Financial Sources …………………………………………………………………………………………….……17
9. Risk Management Policy and Internal Audit Mechanism………………………………………………….…………17
10. Significant Events Regarding the Company …………………………………………………………………… 18

1. VISION and MISSION

Vision

To be a pioneering company that shapes the future of the sector with its deep knowledge and experience in the energy sector.

Mission

To create value for the entire energy sector and its stakeholders by maintaining its innovative approach and qualityoriented stance.

Corporate Culture and Values

Corporate culture is a set of characteristics that hold the organization together, unite and integrate it and distinguish it from others. Common beliefs and values form the basis of this culture.

2. GENERAL INFORMATION

2.1. AKENERJI IN BRIEF

Having commenced operations in 1989 as an autoproducer group under the umbrella of the Akkök Group of Companies, Akenerji Elektrik Üretim A.Ş. ("the Company") has been operating as the first independent electricity generation company established as an autoproducer since 2005. Being one of the largest players with its experience of more than 36 years in energy sector of Türkiye, Akenerji focused to become an integrated energy company by providing energy systems optimization and management services for industrial and commercial customers on energy efficiency services as well as its electricity generation and wholesale electricity trading operations.

As of today, Akenerji's total installed capacity is 1.224 MW, which is a 50%-50% strategic partnership between Akkök Holding and the Czech energy company ČEZ Group, one of the leading energy companies in Europe, and it can meet approximately 2,5% of Türkiye's energy needs on its own. Akenerji became the first Turkish company to register on the ¨European Energy Exchange¨ in 2021, the largest energy exchange in Europe.

Akenerji is continuing the project planning for the Kemah Hydroelectric Power Plant, which is planned to be established in the Erzincan province, with an installed capacity of 198 MW and an annual generation capacity of 560 GWh.

In 2000, Akenerji's shares were listed on Borsa Istanbul under the ticker AKENR.

Akenerji's shares are traded in BIST Istanbul, BIST Services, BIST 500, BIST All Shares, BIST Main, BIST All Shares 100, BIST Corporate Governance, BIST Electricity and BIST Sustainability Indices.

Our company's website is: http://www.akenerji.com.tr , the Company's commercial information is as follows:

Accounting period that the report relates to 01 January 2025 – 30 June 2025
Trade Name of the Company Akenerji Elektrik Üretim A.Ş.
Trade Registry Date 12 May 1989
Trade Registration number 255005
Tax Office and Tax Number Büyük Mükellefler Vergi Dairesi 0110031317
Miralay Şefik Bey Sokak No:15 Akhan Kat:3-4 Gümüşsuyu/İstanbul
Headquarter Address Türkiye

As of 30 June 2025, the addresses of our branches are listed below:

Uluabat Branch Akçalar Fadıllı Köyü Yolu 5. km, Nilüfer-Bursa
Bandırma Branch Edincik Beldesi Aldede ve Deliklitaş Mevkii, Bandırma-Balıkesir
Burç Branch Besni İlçesi Aşağı Ağzı Köyü, Burç Mahallesi-Adıyaman
Feke-I Branch Sülemişli Mah. Sülemişli Küme Evler, No:33 Feke-Adana
Feke-II Branch Kısacıklı Mah. Alıçlı Küme Evler No: 14, Feke-Adana
Gökkaya Branch Himmetli Mah. Kazaklı Küme Evler No:73, Saimbeyli-Adana
Himmetli Branch Kovuk Çınar Mah. Kiraz Küme Evler No:73, Feke-Adana
Bulam Branch Doğanlı Köyü Mevkii, Merkez-Adıyaman
Erzin Branch Aşağıburnaz Mah. 2202 Sok. No:7/20 İç Kapı No:1 Erzin-Hatay

As of 30 June 2025 the nature of business and registered addresses of the subsidiaries of the Company ("Subsidiaries") are provided below:

Subsidiary Nature of business Registered address
Akenerji Elektrik Enerjisi İthalat - İhracat ve Toptan Ticaret A.Ş. ("Akenerji
Toptan")
Electricity trading Gümüşsuyu/İstanbul
Akel Kemah Elektrik Üretim A.Ş. ("Akel Kemah") Electricity generation
and trading
Gümüşsuyu/İstanbul
Akenerji Doğalgaz İthalat İhracat ve Toptan
Ticaret A.Ş. ("Akenerji
Doğalgaz")
Natural gas trading Gümüşsuyu/İstanbul
Akel Sungurlu Elektrik Üretim A.Ş. ("Akel Sungurlu")* Electricity generation Gümüşsuyu/İstanbul
5ER Enerji Tarım Hayvancılık A.Ş. ("5ER Enerji")* Electricity generation Gümüşsuyu/İstanbul
Akenerji Company For Electric Energy Import And Export and Wholesale
Trading/Contribution Branch ("Akenerji Toptan Khabat")**
Electricity trading Erbil/Iraq
Aken Europe B.V. ("Aken B.V.") Electricity trading Amsterdam/Netherlands

*Akel Sungurlu and 5ER Enerji Company's shares are consolidated in the financial statements through a full consolidation method due to the capacity lease agreements and usufruct agreements signed by Akenerji Toptan, which includes an option for Akenerji Toptan to acquire the shares of Akel Sungurlu and 5ER Enerji at no cost at any time, and the control power being with Akenerji Toptan.

**The subsidiary branch operating in a different country is separately specified.

Akenerji and its subsidiaries will be referred called as the "Group".

3. CAPITAL AND SHAREHOLDER STRUCTURE

Akenerji adopted the registered capital system applicable to the companies registered on the CMB and defined a limit to its registered capital for shares. The share capital and the limit on registered share capital as of 30 June 2025 and 31 December 2024 are as follows:

(TL 000') 30 June 2025 31 December 2024
Limit on registered share capital (historical) 1.500.000 1.500.000
Issued capital 729.164 729.164

The Company's shareholders and shareholding structure as of 30 June 2025 and 31 December 2024 are as follows:

Share
(TL 000') (%) 30 June 2025 Share (%) 31 December 2024
CEZ a.s. 37,36 272.426 37,36 272.426
Akkök Holding A.Ş. 20,43 148.989 20,43 148.989
Akarsu Enerji Yatırımları San. Ve Ticaret A.Ş. 16,93 123.437 16,93 123.437
Publicly held shares 25,28 184.312 25,28 184.312
100,00 729.164 100,00 729.164
Adjustment to share capital 14.474.238 14.474.238
Total 15.203.402 15.203.402

The share capital of the Company consists of 72.916.400.000 shares with a nominal value of 1 (one) Kr and no privilege rights are provided for any kind of shares.

4. BOARD OF DIRECTORS

4.1. Members of the Board of Directors

Member of Board
of Directors
Duty Date of
Appointment
End of Duty
Özlem Ataünal Chairperson 10 April 2025 10 April 2028
Tomas Pleskac Vice Chairperson 10 April 2025 10 April 2028
Hakan Yıldırım Member / Chief Executive Officer 10 April 2025 10 April 2028
Ondrej Dvorak Member 10 April 2025 10 April 2028
Jaroslav Macek Member 10 April 2025 10 April 2028
Mehmet Kocaoğlu Member 10 April 2025 10 April 2028
Demet Özdemir Independent Member 10 April 2025 10 April 2028
Libor Kudlacek Independent Member 10 April 2025 10 April 2028

4.2. Information on BoD Members:

Özlem Ataünal Chairperson of the BoD

She graduated from Üsküdar American High School in 1985 and Uludağ University, Department of Business Administration in 1989. Starting her career at Iktisat Bank, Ataünal held various positions from Branch Manager to Customer Relations Management at Körfezbank. She joined Akkök Group in 2000 as Budget and Finance Manager of Akenerji. In 2005, Ataünal was promoted to the position of CFO of Akkök Holding. In 2012, she was appointed as the Executive Committee Member in charge of Finance. In 2017, she became a member of the Board of Directors of Akkök Holding. She has assumed various responsibilities over the years and is currently the President of the Energy Group. In addition to being a member of the Board of Directors of Akkök Holding, Ataünal has been a member of the Board of Directors of Akenerji, Sepaş Enerji, AKCEZ and Akgirişim. Ms. Ataünal has been a member of TÜSİAD since 2013.

Tomáš Pleskač Vice Chairperson of the BoD

Born in 1966, Tomáš Pleskač graduated from Mendel University of Agriculture and Forestry (Brno), Faculty of Business and Economics in 1989, and received his MBA from Prague University. In 1994, Mr. Pleskač started his career at CEZ Group and served as senior executive at various positions within the Group. Since 2006, Mr. Pleskač has served as member of the Board of Directors at CEZ, a. s. He became a Division International Chief Officer (in January 2008) and served as a Division International Chief Officer (until December 2016) while between April 2012 and May 2014 he led Division Distribution and International Affairs. Following the transformation of CEZ, a.s., Mr. Pleskač has served as the Chief Renewables and Distribution Officer since January 1, 2016. Mr. Pleskač is member of the Board of Directors at Akenerji since May 2009. Currently he holds a position of Deputy Chairperson of the Board of Directors at Akenerji.

Hakan Yıldırım BoD Member/Chief Executive Officer

Hakan Yıldırım started his career at Aselsan in 1998. Between 2000 and 2005, he worked at Gama Power Systems as an engineer and commissioning group manager for natural gas pipelines, combined cycle power plants, and coalfired power plant projects. In 2005, Yıldırım joined Siemens Türkiye as a Project Manager. He later served as the Chairman of the Board and CEO of Siemens Gamesa Türkiye before leaving Siemens in 2018. His leadership journey in the energy sector continued as the CEO of Kalyon Enerji Yatırım A.Ş. from 2018 to 2020. Subsequently, he held the position of CEO at Sanko Enerji between 2020 and 2024. Most recently, he served as Vice President at Aksa Enerji, overseeing the company's Center of Excellence, a strategic initiative aimed at positioning Aksa Enerji as a global energy player. With extensive expertise in the industry, Mr. Yıldırım also held key sectoral leadership roles, serving as the Chairman of the Turkish Wind Energy Association (TÜREB) and the Chairman of the Energy Business Council at Foreign Economic Relations Board (DEİK) between 2019 and 2020. He holds a bachelor's degree in Electrical and Electronics Engineering from Middle East Technical University and a master's degree in Business Administration from Boğaziçi University. He is married and has two children.

Ondrej DVORAK BoD Member

After graduating from University of Economics in Prague, Ondřej obtained his executive MBA degree from Katz Business School, University of Pittsburgh. Ondřej started in CEZ Group in 2006 in Corporate Finance, between 2014 and 2016 he was CFO of CEZ ICTS and then served as Head of Group Performance Department before joining Akenerji. As of January 2018, Ondřej Dvořák is the head of CEZ Türkiye Operations Department. At the same time, he assumed the role of Akenerji Financing and Financial Affairs Assistant General Manager between January 2018 and April 2023. Since August 2020, he has been serving as a Board Member, Deputy Chairperson of the Executive Committee and Deputy Chairperson of the Investment Committee.

Jaroslav MACEK BoD Member

Jaroslav Macek is currently responsible for the development of energy services in the CEZ Group companies outside the Czech Republic. He previously taken responsibility for the development and operation of the CEZ Group's foreign operations in and outside the Czech Republic. Jaroslav Macek also serves as Vice President or Member of the Audit Committee of various foreign companies belong to the CEZ Group. Jaroslav Macek speaks Russian on the basic level besides his fluent Czech and English. Before joining CEZ, he served as a member of the management team at Ukrsibbank (BNP Paribas group), and has been in charge of the Bank's Corporate Development Department, including preparation of the Bank's strategy and strategic developments. In addition, he worked at advisory department of PricewaterhouseCoopers responsible of performance improvement, financial and operational efficiency and development of practices.

Mehmet Kocaoğlu BoD Member

Mehmet Kocaoğlu graduated from Middle East Technical University, Department of Electrical and Electronics Engineering in 2007. After his graduation, he worked as Project Manager, Business Development and Operations Manager in various companies. Mehmet Kocaoğlu, who has 15 years of experience in the energy sector with a background in management and technical consultancy, has worked as a consultant in various projects during the privatization process of the energy distribution sector in Türkiye and has undertaken various roles in projects funded by international financial institutions such as the World Bank, the European Bank for Reconstruction and Development (EBRD) and the United States Agency for International Development (USAID). Since 2011, Mehmet Kocaoğlu continued his career at MRC Türkiye (formerly AF Mercados EMI) and has been the General Manager of MRC Türkiye since 2017 and GETA Energy since 2022. He is also the Chairman of the Board of Directors at MRC Türkiye and GETA Energy, and a Board Member at Akenerji, SEPAŞ and AKCEZ.

Demet Özdemir Independent BoD Member

Demet Özdemir started her career at Arthur Andersen. During her nearly 30-year career, where she spent the last 15 years as a Corporate Finance Senior Partner at EY (Ernst & Young), she provided merger, acquisition, public offering, restructuring and financial advisory services to nearly 1000 local and international companies. As Private Equity Sector Leader and Corporate Finance Partner at EY Türkiye and Central and Southeast Europe region, Ms. Özdemir assumed the role of Emerging Markets Leader in EMEIA (Europe, Middle East, India and Africa). Ms. Özdemir, who has been actively working on gender equality and women's empowerment in business life, has been a member of the EY Global Businesswomen Advisory Board, a member of the Management Committee of the EY WomenFast Forward and Women 3 Forum, and the EMEIA Leader who implemented the EY Entrepreneurial Women Leaders (EWW) Program. In 2015, she co-chaired the session on "Empowering Women Entrepreneurs" at the W20 Summit, which was held for the first time within the scope of the G20 in Istanbul. Currently, she is the member of the Board of Directors of Inveo Investment Holding and Osmanlı Yatırım Menkul Değerler A.Ş. and the British Turkish Chamber of Commerce. She is a Board Member of the Women's Association and Young Success Foundation, of which she is one of the founders. Ms. Özdemir is a Board Member of the Young Achievement Education Foundation and Women's Association, of which she is one of the founders. A graduate of METU Business Administration, Ms. Özdemir has a graduate degree in International Finance from the London School of Economics. Ms. Özdemir, a former national skier who won Turkish championships between 1987-1991, is married and has a son.

Libor Kudláček Independent BoD Member

Born in 1957 in the Czech Republic, Mr. Libor Kudláček graduated from the Department of Economics and Regional Geography, Faculty of Natural Sciences, Charles University in Prague in 1981 and completed his PhD in 1983. Libor Kudláček started his professional career in 1982 at the Stavoprojekt Center for Urban Planning as a Project Manager on Town Planning, where he worked as Senior Project Manager until 1990. Between 1989 and 1992, he was a member of the Economic Committee and Budget Committee of the Federal Assembly of the Czech and Slovak Republic. From 1992 to 1996, he served as a Ministerial Advisor at the Ministry of National Real Estate Administration and Privatization of the Czech Republic and from 1996 to 1998 as a Ministerial Advisor at the Ministry of Environment of the Czech Republic, and from 1996 to 1998 as a Deputy Chairman of the Committee on Constitutional and Legal Affairs at the Chamber of Deputies of the Czech Republic Parliament. Since 1998, Mr. Kudláček has been working at Euroffice Praha - Brussel a.s. as a Senior Project Manager on various projects. He is currently the owner of Euroffice Praha - Brussel a.s., a Member of the Board of Directors, and a Consultant.

4.3. Board Committees

The Company's Board of Directors revises the structure and activities of the existing committees within the framework of provisions set under the Capital Markets Board's Corporate Governance Communiqué. Hence, the Audit Committee, Early Detection of Risk Committee and Corporate Governance Committee have been established. The duties and responsibilities of the Nomination Committee and the Remuneration Committee are fulfilled by the Corporate Governance Committee.

4.3.1. Corporate Governance Commttee

The Corporate Governance Commttee has been establshed to montor the Company's complance wth the Corporate Governance Prncples, to carry out mprovement actvtes n ths regard and to submt proposals to the Board of Drectors. The commttee s responsble for determnng whether the Corporate Governance Prncples are appled n the Company or not, and f not, the reasons behnd t and conflcts of nterest arsng from not followng them.

The Corporate Governance Commttee serves as the Nomnaton Commttee and the Remuneraton Commttee as well. It s responsble for the followng dutes: Establshng a transparent system for dentfyng, evaluatng and tranng approprate canddates for the Board of Drectors and manageral postons wth admnstratve responsblty and determnng polces and strateges n ths regard; to make regular evaluatons regardng the structure and effcency of the Board of Drectors and to present to the Board of Drectors the recommendatons regardng the amendments to these ssues; expressng ts opnons on establshng the remuneraton prncples by takng the recommendatons of the members of the Board of Drectors and senor executves whle at the same tme by takng nto consderaton the long-term objectves of the Company. It also carres out the dutes of determnng the crtera that can be used n remuneraton n connecton wth the performance of the Company and the members of the Board of Drectors.

The members of the Corporate Governance Commttee are lsted n the table below:

Full Name Title
Libor KUDLACEK Chairperson
Demet ÖZDEMİR Member
Ondrej DVORAK Member
Özge ÖZEN AKSOY Member

4.3.2. Commttee n Charge of Audt

The Audt Commttee s responsble for takng all necessary measures to ensure that all nternal and ndependent audts are conducted n an adequate and transparent manner and for effectvely mplementng the nternal control system. In ths context, the Commttee has forwarded ts suggestons to the Board of Drectors on the ssues that t s responsble for, ncludng conveyng ts opnons and suggestons regardng the nternal audt and nternal control system.

The actons taken by the Board of Drectors on the followng ssues are taken based on these reports:

  • Selecton of an ndependent audt frm
  • Determnng the scope of servce to be receved from the ndependent audt frm
  • Examnaton of fnancal reports before they are submtted to the Board of Drectors
  • Preparaton of the Internal Audt plan, follow-up of audt reports, fndngs and correctve actons

The Company has fulflled ts oblgaton to montor the operaton and effectveness of the nternal control system. Among the members of the Audt Commttee wthn the Company, there are members who have experence n the felds of accountng / audtng and fnance. The commttee oversees the Company's accountng system, publc dsclosure of fnancal nformaton, and ndependent audt, as well as the functonng and effectveness of the Company's nternal control and nternal audt systems. The selecton of an ndependent audtng frm, dentfcaton of the servces to be receved from ths frm, preparaton of ndependent audt contracts, ntaton of the ndependent audt process, and the works of the ndependent audtng frm at every stage, are all carred out under the supervson of the audt commttee. The ndependent audtng frm that wll provde servces to the Company, and the servces to be receved from ths frm, are determned by the Audt Commttee and then submtted to the Board of Drectors for approval. The examnaton and concluson of the complants receved by the Company regardng the Company's accountng, nternal control system and ndependent audt are carred out by the Commttee n Charge of Audt. The Audt Commttee reports ts evaluatons concernng the truthfulness and accuracy of the annual and nterm fnancal statements to be dsclosed to the publc, accordng to the accountng prncples followed by the Company, together wth the evaluatons of the Company's respectve executves and ndependent audtors, to the Board of Drectors n wrtten form. The Audt Commttee mmedately notfes the Board of Drectors n wrtng about ts fndngs that fall under the Commttee's dutes and responsbltes, as well as ts evaluatons and recommendatons n respect thereof.

The members of the Audt Commttee are lsted n the table below:

Full Name Title
Demet ÖZDEMİR Chairperson
Libor Kudláček Member

4.3.3. Early Rsk Detecton Commttee

Due to the algnment wth artcle 378 of the Turksh Commercal Code, whch was enacted n July 2012, the Early Detecton of Rsk Commttee was establshed under the supervson of the Akenerj Board of Drectors. The Commttee ensures early detecton of rsk, takng the necessary precautons related to the rsks dentfed, and management of the rsk.

To fulfll ts dutes and responsbltes, the Commttee presents reports to the Board of Drectors, every two months. The Commttee for the Early Detecton of Rsk was establshed by the Board of Drectors on 24 September 2013 n accordance wth the provsons of the relevant legslaton. The Commttee makes recommendatons and suggestons to the Board of Drectors on early detecton, evaluaton and assessment of the mpact and probabltes of any type of rsks that may affect the Company, be t strategc, fnancal or operatonal. The commttee also makes proposals on the management of these rsks n accordance wth the corporate rsk-takng profle of the Company, reportng, mplementaton of necessary measures related to dentfed rsks, takng nto consderaton n decson makng mechansms and establshment and ntegraton of effectve nternal control systems. The effectveness of the Company's rsk management and nternal control systems s revewed at least once a year by the Early Rsk Detecton Commttee.

The members of the Early Detecton of Rsk Commttee are lsted n the table below:

Full Name Title
Demet ÖZDEMİR Chairperson
Libor Kudláček Member

4.4. Key Management Compensaton

(TL 000') 1 January – 30 June 2025 1 January – 30 June 2024
Salaries and benefits 29.371 23.789
Attendance fee 3.791 2.702
Bonus payment - 12.037
Total 33.162 38.528

4.5. Jurisdictions of Board of Directors:

The signatories authorized to represent and bind Akenerji Elektrik Üretim A.Ş. ("Company") and the signatory groups be determined as follows:

ÖZLEM ATAÜNAL TOMAS PLESKAC

MEHMET KOCAOĞLU JAROSLAV MACEK

HAKAN YILDIRIM Member of Board of Directors / General Manager

GROUP (C) SIGNATURES GROUP (D) SIGNATURES

GROUP (A) SIGNATURES GROUP (B) SIGNATURES

Chairperson of Board of Directors Vice-Chairperson of Board of Directors

Member of Board of Directors Member of Board of Directors

ONDREJ DVORAK Member of Board of Directors ÖZGE ÖZEN AKSOY CFO

-

-

GROUP (E) SIGNATURES

ORKUN EYİLİK Commercial Director -

DR.TAMER EMRE Government Affairs Director

ABDULLAH KORAY ÖZGÜR Corporate Development and Sustainability Director

The representation of our Company shall be as follows:

I. Our Company shall be represented and bound and be indebted and engaged in the broadest sense with JOINT SIGNATURES of a GROUP (A) signatory and a GROUP (B) signatory to be affixed under the corporate seal of the Company.

II. However, the Board of Directors is authorized to implement the issues stated in Article 5/ (I) of the Internal Regulation no. 09 approved by our Board of Directors on 13.12.2023. Before these issues are implemented, a decision of the Board of Directors is required.

III. Our Company shall be represented and bound with JOINT SIGNATURES of a GROUP (A) signatory and a GROUP (D) signatory under the corporate seal of the Company on the issues stated in Article 5/ (II) of the Internal Regulation no. 09 approved by our Board of Directors on 13.12.2023.

IV. Our Company shall be represented and bound with JOINT SIGNATURES of a GROUP (B) signatory and a GROUP (C) signatory or GROUP (B) signatory and GROUP (D) signatory under the corporate seal of the Company on the issues stated in Article 5/ (III) of the Internal Regulation no. 09 approved by our Board of Directors on 13.12.2023.

V. Our Company shall be represented and bound (i) with JOINT SIGNATURE of any two signatories from the GROUPS (A), (B), (C) and (D) or (ii) with JOINT signature one from GROUP (E) signatory and the other from any signatory from the GROUPS (A), (B), (C) and (D) to be affixed under the corporate seal of the Company on the issues stated in Article 5/ (IV) of the Internal Regulation no. 09 approved by our Board of Directors on 13.12.2023.

5. EMPLOYEES

5.1. Number of employees

As of 30 June 2025, the number of employees employed by the Company is 259 (31 December 2024: 283).

5.2. Salary and Benefits Management

While creating the wage policy, we work with independent consultants to analyze the current data of both the sector and the market, and determine the wages of the level and position according to the job evaluations. We regularly review our wage and benefits systems every year and follow a fair and competitive policy. In line with our Human Resources Policy and Ethical Principles, as is the same with out other human resources processes, when determining wages and benefits, we make decisions free of discrimination, independent of issues such as race, language, religion, gender, ethnicity, and continue our work by only taking into account the value of the relevant position and level.

Our Company does not have any employees under the collective bargaining agreement. On the other hand, there are no obstacles to freedom of association or the effective recognition of the right to collective bargaining.

6. COMPANY OPERATIONS AND MATERIAL DEVELOPMENTS

6.1. Sector Developments

The total installed capacity of the Turkish electricity market reached 119.645 MW by the end of June 2025, marking a 3% increase compared to the end of 2024. Of the total installed capacity, 27% is hydro, 21% is natural gas, 19% is domestic and imported coal, 19% is solar, 11% is wind, 1% is geothermal, and the remaining 2% comes from other energy sources.

In the first half of the year, electricity generation in Türkiye increased by 4% compared to the same period last year, reaching 168.958 GWh. The share of natural gas in total electricity generation was 14% in the first half of 2024, but due to improvement of the hard carp prices, it increased to 20% in the same period of 2025. Additionally, due to drier conditions compared to the previous year, the share of hydroelectric generation dropped from 28% to 20%. In the first half of 2025, Türkiye's electricity consumption increased by 3% year-on-year, reaching 167.978 GWh.

Electricity generation in GWh in Türkiye by sources:

In the first six months of 2025, the Day-Ahead Market (DAM) Electricity Prices increased by 19% year-on-year, reaching a six-month average of 2,381 TL/MWh. In the same period, when examined in USD terms, electricity prices showed no change and stood at 63 USD/MWh.

Within the scope of the regulations implemented as of 2024, generation facilities receiving load increase and load decrease instructions in the balancing power market were not granted capacity payments; hydroelectric power plants were excluded from the mechanism entirely. Furthermore, domestic coal or natural gas fired power plants continued to benefit from additional incentives alongside capacity payments.

A total of 43 power plants benefited from the capacity mechanism throughout 2024. According to the 2025 capacity mechanism list published by TEİAŞ, this number decreased to 32 power plants, including the Erzin Natural Gas Cycle Power Plant. Capacity payments are calculated based on the parameters announced monthly and made to the relevant power plants.

In the second quarter of 2025, significant price increases were observed in the energy market. As of April 5, 2025, the hard cap for the spot market price was increased from 3,000 TRY/MWh to 3,400 TRY/MWh. On the natural gas side, the average price for electricity generation related usage, which was around 12,000 TRY/Sm³ in previous tariffs, was increased by approximately 25% during this period, reaching 15,000 TRY/Sm³.

The YEKA WPP-2024 tenders, conducted under the Renewable Energy Resource Areas (YEKA) model developed by the Ministry of Energy and Natural Resources (MENR) as part of renewable energy investments, were completed in January 2025. A total of 1.200 MW capacity was allocated in the provinces of Edirne, Kırklareli and Sivas.

In addition, YEKA SPP-2024 tenders were also held in 2024, and in February 2025 a total capacity of 800 MW was allocated to investors in the provinces of Konya, Karaman, Malatya, Van, Antalya and Kütahya.

6.2. Electricity Generation of the Company

Akenerji generated 1.666 GWh in the first half of 2025, a 9% increase compared to the same period last year, thanks to balanced, sustainable, efficient and environmentally friendly portfolio.

POWER PLANTS Installed
Capacity
(MW)
1 January- 30 June
2025 Gross
Electricity Generation
(MWh)
Capacity
Utilization
Rate (%)
1 January- 30 June
2024 Gross Electricity
Generation
(MWh)
Capacity
Utilization
Rate (%)
Ayyıldız WPP 28 37.548 31% 39.536 32%
Bulam HEPP 7 9.706 32% 19.224 63%
Burç HEPP 28 19.543 16% 52.131 44%
Uluabat HEPP 100 49.136 11% 143,.667 33%
Feke II HEPP 70 38.704 13% 59.982 20%
Feke I HEPP 30 33.200 26% 51.802 40%
Gökkaya HEPP 30 29.887 24% 45.928 37%
Himmetli HEPP 27 29.784 25% 47.013 40%
Erzin NGPP 904 1.418.713 36% 1.065.290 27%
Total 1.224 1.666.221 1.524.573

6.3. Sales details of the Group

The details of the Group's electricity sales in MWh are as follows:

1 January – 30
June 2025
1 January – 30
June 2024
Difference %
BILATERAL AGREEMENTS 321.604 466.439 (144.835) -31%
SPOT MARKET (*) 1.383.702 1.150.362 233.340 20%
ANCILLARY SERVICES (SFC) 256.577 344.367 (87.790) -25%
CROSS BORDER ELECTRICITY TRADE 53.080 27.868 25.212 90%
Total 2.014.963 1.989.036 25.927 1%

*As of 30 June 2025, includes 29.877 MWh Renewable Energy Resources Support Mechanism sales (30 June 2024: 26.131 MWh).

6.4. Investments

We are in favor of a diverse approach to energy supply that considers all resources. This diversity is crucial both for sectoral sustainability and for creating added value by evaluating periodic cost advantages. We manage our operations with this resource diversity perspective. Under the regulations published regarding hybrid facilities, we are working on the installation of hybrid plants at our existing facilities, including Erzin NGPP, and Burç HEPP. The 7.79 MWp hybrid PV license amendment for Erzin NGPP has been approved by MENR, and "EIA Not Required" decision has been obtained. We are currently conducting technical, financial, and permitting studies related to the project.

The Kemah Hydroelectric Power Plant project stands out as one of Türkiye's leading hydroelectric projects with a high installed capacity of 198 MW, reservoir capacity, and strategic location. The State Hydraulic Works Final Project approval process of the project, which is planned to be established in Erzincan and expected to generate an average of 560 GWh of electricity per year, has been completed, while economic analyses on conventional energy generation alternatives, opportunities to benefit from YEKDEM incentives, and pumped-storage systems are still ongoing. Additionally, licensing and investment planning processes are ongoing for the additional 6,2 MW capacity for the Ayyıldız Wind Power Plant. Once the investment is completed, the installed capacity of Ayyıldız WPP will increase to 34,4 MW. As Akenerji, we will continue our goal of creating added value not only through the operations at our own plants but also through the Operation and Maintenance services and capacity leasing activities that we plan to offer to potential clients.

6.5. Research and developlement activities of the Company

Akenerji does not conduct any R&D activities. Market research and other necessary analyses are carried out by means of organizations providing professional consulting services.

6.6. Information on the Company's acqusition of its own shares:

The Company hasn't acquired any of its own shares within the 1 January 2025 – 30 June 2025 interim accounting period.

6.7. Disclosure regarding the private and public audits conducted during the accounting period:

Akenerji hasn't been subject to any private or public audits within the 1 January 2025 – 30 June 2025 interim accounting period.

6.8. Information on any material lawsuit filed against the Company, which might have material impact on the Company's financial statues and activities, and the possible outcomes of such lawsuits, and explanations about administrative or judicial sanctions imposed on the Company and the members of the governing body due to practices in violation of applicable legislation:

There are no material lawsuits filed within the 1 January 2025 – 30 June 2025 interim accounting period against the Company, which might have material impact on the Company's financial status and activities, or administrative or judical sanctions imposed on the Company and the members of the governing body due to practices in violation of the applicable legislation.

6.9. Information regarding the related party transactions and balances required to be submitted to the partners in accordance with the legislation:

Information regarding the related party transactions and balances required to be submitted to the partners in accordance with the legislation is provided in footnote 16, named Related Party Disclosures, in the Financial Statements section.

7. FINANCIAL ANALYSIS

7.1. Financial Summary

Group's condensed consolidated statement of financial position and profit or loss statement for the first half 2025 are as follows:

Condensed consolidated statement of financial
position (TL 000')
30 June 2025 31 December 2024
Current assets 2.000.917 3.684.899
Non-current assets 35.932.739 36.865.326
Total assets 37.933.656 40.550.225
Current liabilities 10.992.589 4.555.127
Non-current liabilities 11.563.057 20.073.908
Equity 15.378.010 15.921.190
Total equity & liabilities 37.933.656 40.550.225
Net debt (19.789.060) (19.435.524)

Current assets: The Group's current assets decreased by 46% compared to December 31, 2024. This decrease was mainly driven by a reduction of TL 1,4 billion in cash and cash equivalents, TL 83 million in trade receivables, TL 68 million in inventories, TL 80 million in prepaid expenses, and TL 18,5 million in other current assets compared to December 31, 2024.

Non-current assets: The Group's non-current assets decreased by TL 933 million compared to 31 December 2024, primarily due to a reduction of TL 879 million in property, plant and equipment.

Short-term liabilities: As of 30 June 2025, the Group's short-term financial liabilities stand at TL 9,6 billion. Under the Loan Agreement, a loan of USD 180 million, which was restructured on September 20, 2024, with the maturity date set to March 27, 2026, has been reclassified from long-term liabilities to short-term liabilities in the Group's balance sheet as of June 30, 2025. The Group plans to initiate discussions with Yapı ve Kredi Bankası A.Ş. regarding an extension of this loan's maturity in the third quarter of 2025.

Long-term liabilities: Following the transfer of the USD 180 million loan with a maturity date of March 27, 2026, from long-term liabilities to short-term liabilities and the refinancing of the loan, the long-term financial liabilities decreased by TL 8,5 billion compared to December 31, 2024.

Condensed consolidated statement of
profit or loss (TL 000')
1 January - 30 June
2025
1 January - 30 June
2024
Change y/y (%)
Revenue 9.552.748 13.549.915 -29%
Gross Profit/(Loss) 34.592 (16.791) N.M.
Gross Margin (%) 0,4% -0,1% 0,5 bp
Operating Loss (345.599) (346.662) 0%
Financial Income/(Expense) (3.119.425) (3.102.450) 1%
Net Income/(Loss) (537.400) 875.981 N.M.
EBITDA 591.753 878.710 -33%
EBITDA Margin (%) 6,2% 6,5% -0,3 bp

Revenue: Revenues decreased by 29% y/y, reaching TL 9,6 billion,despite higher generation volumes and electricity prices. Regulations introduced at the beginning of the year in the imbalance market reduced revenue in this segment, putting additional pressure on overall revenue.

Gross Profit/(Loss): The price cap pressure faced by natural gas power plants continued to ease in the first half of this year, as it did last year. However, a drier winter compared to the previous year had a negative impact on hydroelectric power generation, which decreased by 50%. In addition, the depreciation of assets after revaluation as of year-end 2024 resulted in lower depreciation expenses, positively impacting gross profitability.

Financial Income/(Expense): In the first half of 2025, the higher difference between the USD exchange rate at the beginning and end of the period compared to the same period of 2024 led to elevated foreign exchange losses. Although the USD exchange rate increased by 19% year-on-year, interest expenses on USD-denominated loans declined due to inflation reaching 25%. As a result, when foreign exchange losses and interest expenses are netted, Financial Income/(Expense) remained broadly in line with the prior-year level.

Net Income/(Loss): Based on the information mentioned above, Akenerji's profitability in the first half of 2025 decreased by 161% compared to the previous year, net loss realized to TL 537 million.

7.2 Management's Evaluation on Whether the Company Is Technically Bankrupt or Overindebted

There is no indication that the Company's capital has been impaired or that it is overindebted.

8. FINANCIAL SOURCES

The main financial sources of our Company are comprised of the cash created from the operations, the funds derived from the financial institutions and the share capital.

As of 30 June 2025, the Group has;

  • TL 132,8 million, USD 237,5 million short-term borrowings and EUR 1,3 million and TL 9,3 million short-term leasing liabilities

  • USD 265,2 million long-term borrowings and EUR 3,2 million and TL 158 million long-term leasing liabilities

Akenerji aims to focus on the unpredictability of financial markets including the changes in foreign exchange rates and interest rates and seeks to minimize potential adverse effects on the Company's financial performance.

9. RISK MANAGEMENT POLICY AND INTERNAL AUDIT MECHANISM

The Board of Directors establishes internal control systems, including risk management and information systems and processes that aim at minimizing the effects of risks that would affect the stakeholders of the Company, particularly the shareholders, by obtaining the suggestions of the related committees of the Board of Directors.

The Company's risk inventory is one of the most important follow-up tools used in Akenerji's risk management activities. The risk inventory includes the operational, financial, reputational and strategic risks of the Company. Risks with high or very high-level risk scores are monitored at the level of the Board of Directors. Detailed action plans are created for such risks, and a risk owner is assigned for each of these risks. The risk owner is responsible for managing the related risk within the framework of the agreed action plan. Thus, the risk management philosophy grew into a permanent item on the agenda of routine business of Akenerji executives. Updated in line with sectoral and institutional developments, this philosophy has become an integral part of the Company's applications.

The current internal control system, particularly enhancing the efficiency and productivity of Company operations, ensuring reliability in financial reporting, and compliance with applicable law and legislation, is being audited by the Akenerji Internal Audit Department in coordination with the Internal Audit Departments in Akkök Holding A.Ş. and ČEZ a.s., in accordance with the annual internal audit plan. The outcome of the audit is reported to the Audit Committee. The effectiveness of internal auditing operations has been reviewed during the year by Audit Committee. Opinions of the internal auditor, external auditor, or other Company executives have also been obtained when required.

10. SIGNIFICANT EVENTS REGARDING THE COMPANY

10.1. The Ordinary General Assembly Meeting of the Company for the year 2024 and the selection of the independent auditor:

It was held on 10 April 2025. Shareholders representing 75,06% of the Company's capital attended the meeting. Shareholders used their right to ask questions and no motion with the exception of the agenda was presented. There were no questions from shareholders answered in writing after the General Assembly in line with principle 1.3.5 of Corporate Governance Notification no. II-17.1 of the Board of Directors that could not be responded to during the meeting.

At the Ordinary General Assembly Meeting of the Company for the year 2024 held on 10 April 2025, it was decided to select PwC Bağımsız Denetim Ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent auditor of our Company for auditing financial statements and reports of our Company for the year of 2025 activity year be audited and the reports of our Company to be prepared for the 2024 and 2025 years in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority to carry out other activities within the scope of the relevant regulations, including but not limited to the mandatory sustainability assurance audit, in line with the report of the Audit Committee and as per the resolution of the Board of Directors, in accordance with the relevant provisions of Turkish Commercial Code, "Communique on Independent Auditing Standards in Capital Markets" Serial:X, No:28 of Capital Markets Board and the Decision of Energy Market Regulatory Authority on Auditing of Real Persons and Legal Entities Displaying Activity in Energy Market" dated 03 March 2015 and numbered 5507 and the regulations of the Public Oversight, Accounting and Auditing Standards Authority.

10.2. Changes in the Articles of Association in the period

No changes were made to the articles of association in the period.

10.3. Corporate Governance Rating:

Our Company has completed the 'Corporate Governance Rating Revision Report,' carried out by SAHA Corporate Governance and Credit Rating Services Inc., an authorized rating agency with permission to conduct evaluations by the Capital Markets Board (SPK) Corporate Governance Principles in Türkiye. The Corporate Governance Rating for our Company has been determined as 9,62 out of 10, with sub-scores as follows: Shareholders 95,28, Public Disclosure and Transparency 98,44, Stakeholders 99,51, and Board of Directors 93,83, all on a scale of 100.

10.4. Other Significant Developments

An electricity trading licence has been obtained for a period of 20 years (until June 12, 2045) as a result of our application submitted to the the Greek Regulatory Authority for Energy, Waste and Water (RAAEY) for Aken Europe B.V., which was established in the Netherlands, under 100% direct ownership of Akenerji Elektrik Enerjisi İthalat İhracat ve Toptan Ticaret A.Ş. which is a wholly-owned subsidiary of our Company based on our material event disclosure dated 01.08.2023. This license will allow Aken Europe B.V. to conduct wholesale electricity trading activities in European electricity market which is a strategic step of our Company for increasing its effectiveness in the regional electricity trading.

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