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MARGÜN ENERJİ ÜRETİM SANAYİ VE TİCARET A.Ş.
Annual Report • Nov 7, 2025
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Annual Report
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ACTIVITY REPORT 01.01.2025 - 30.09.2025 Term
MARGÜN ENERJİ ACTIVITY REPORT
| General Information about the Company | 02 |
|---|---|
| Company Activities | 05 |
| General Information about the Solar Energy Sector | 09 |
| Production Facilities | 15 |
| Renewable Energy Contracting | 25 |
| Financial & Operational Projects | 31 |
| Strategy and Goals | 33 |
| Sustainability & ESG | 35 |
| Corporate Governance | 43 |
| Financial Rights to the Board of Directors Members and Senior Executives | 52 |
| Shareholders | 55 |
| Sustainability Principles Compliance Framework | 58 |
| Legal Disclaimers | 59 |
| Dividend Distribution Policy | 64 |
CONTENTS ABOUT MARGÜN ENERJİ
Title: Margün Enerji Üretim Sanayi ve Ticaret A.Ş.
Date of Establishment: 25.11.2014
Trade Registry Office and Number: Ankara, 420206
Mersis Number: 0612070391900001 Issued Capital: TRY 2.950.000.000
Registered Capital Limit: TRY 1.500.000.000
Field of Activity Sources: Electricity Generation from
Renewable Energy Sources
Contact Information
Corporate Web Site: www.margunenerji.com.tr
E-mail: [email protected]
Phone and Fax Number: 0312 467 18 33
(PBX) 0312 467 61 86
Head Office Address
Kızılırmak Mahallesi, 1450 Sokak, ATM Plaza (B) Blok, 1/67 Çankaya-Ankara
Margün Enerji on Borsa Istanbul
IPO Date: 22-23 September 2021
Trading Code: MAGEN Market: Stars Market
ABOUT MARGÜN ENERJİ
Indices:
- - BIST 500
- - BIST BUYBACK
- - BIST SUSTAINABILITY
- - BIST 100 30
- - BIST SERVICES
- - BIST ANKARA
- - BIST 100
- - BIST ALL
- - BIST ELECTRICITY
- - BIST STARS
- - BIST PARTICIPATION 100
- - BIST PARTICIPATION 50
- - BIST SUSTAINABILITY PARTICIPATION
- - BIST PARTICIPATION ALL
Vision, Mission and Values
Vision
To be a leading investor in renewable energy and climate technologies that shape the global energy transition and build a sustainable future.
Mission
To accelerate the energy transformation and contribute to the building of an energy-efficient future with sustainability-focused investments in renewable energy and climate technologies.
Values
Our approach to sustainability is intertwined with the mission of preserving natural resources and leaving a more livable world for future generations. Our principle of transparency ensures that we carry out all our processes in an open and understandable way, while our commitment to accountability shows our sensitivity towards our stakeholders by standing behind every decision we make. By prioritizing equality and inclusivity, we embrace diversity and ensure that everyone has equal opportunities. Our spirit of innovation supports our pursuit of continuous development and innovative solutions, while also aiming to create broader areas of impact through collaborations. These values define both our way of doing business and our contribution to society.
MARGÜN ENERJİ
Founded in 2014, Margün Enerji Üretim Sanayi ve Ticaret A.Ş. (Margün Enerji) is a climate technology company operating in the renewable energy sector. The company focuses on establishing and operating power plants that generate clean and environmentally friendly electricity solely from renewable energy sources. Additionally, Margün Enerji engages in the trade of the electricity produced, as well as the development and installation of Land-Based and Hybrid Solar Power Plants for both its customers and itself. With a vision to be a leading and reliable global business partner contributing to sustainable growth in the renewable energy sector, Margün Enerji provides high-quality services and solutions.
Within the company, there are 88 solar power plants developed and constructed under the Unlicensed Electricity Generation legislation and 1 solar power plant built under the Licensed Electricity Generation legislation. In addition, there is one geothermal power plant that has been developed and established under the framework of the Electricity Market Licensing Regulation. Margün Enerji operates in the renewable energy sector, developing projects in Türkiye under its own name and abroad on behalf of its clients, and constructing solar power plants on a turnkey basis. The company's area of activity is outlined in Article 3 of its articles of association, stating, "Our company engages in the establishment, commissioning, leasing, and electricity production of energy facilities, primarily including Solar, Hydro, Geothermal, Wind, and the sale of produced electricity and/or capacity to customers." The company effectively establishes turnkey electricity production facilities for its clients and itself.Margün Enerji's subsidiary, Angora Elektrik A.Ş., assumes the operation and maintenance responsibilities for all solar power plants within the group. Additionally, it offers these specialized services to investors outside the group.
The company actively constructs turnkey power plants for its clients through its wholly owned subsidiaries.
Our company is positioning itself to increase its market share by meeting the growing global demand for renewable energy and climate technologies, both independently and through its subsidiaries.
History
Direct and Indirect Subsidiaries
As part of the growth plans of our group company, Margün Enerji, through investment and acquisitions in the field of climate technologies, wholly owned subsidiaries were established in the Netherlands, Romania, Italy, the United Kingdom, Spain, and Greece in 2024 to evaluate investment opportunities.
| Company Name | Ratio of Capital Share |
Activities of Company |
|---|---|---|
| Margun Climatech B.V. | 100 | Climate Technologies Investments |
| Margun UK Climatech LTD | 100 | Climate Technologies Investments |
| Margun Spain Climatech S.L | 100 | Climate Technologies Investments |
| Margun Italy Climatech S.R.L. | 100 | Climate Technologies Investments |
| Margun Romania Climatech S.R.L. | 100 | Climate Technologies Investments |
| Margun Greece Climatech A.E. | 100 | Climate Technologies Investments |
| Bosphorus Yenilenebilir Enerji A.Ş. | 100 | Electric Power Production |
| Agah Enerji Üretim San. ve Tic. A.Ş. | 100 | Electric Power Production |
| Angora Elektrik Üretim. A.Ş. | 100 | Electric Power Production |
| Anatolia Yenilenebilir Enerji Ticaret A.Ş. | 100 | Electric Power Production |
| Soleil Yenilenebilir Enerji Tic. A.Ş. | 100 | Electric Power Production |
| Ensoft Teknoloji Geliştirme ve Arge A. Ş | 100 | Digital Platforms for Energy Sector, Management Automation and Control Software |
| Troya Yenilenebilir Enerji Ticaret A.Ş. | 100 | Electric Power Production |
| RSC Elektrik Üretim İnşaat Turizm A.Ş. | 100 | Electric Power Production |
| Margün Jeotermal Enerji Üretim A.Ş. | 82,50 | Electric Power Production |
| Enda Enerji Holding A.Ş. | 24,42 | Renewable Energy Generation |
Energy Sector in the World and Türkiye Renewable Energy Sector in the World
To achieve the goals of the Paris Climate Agreement, which aims to keep global temperature rise below 2°C and, if possible, limit it to 1.5°C, it is essential to reduce greenhouse gas emissions and increase the use of renewable energy sources. Indeed, at COP28 (the 2023 United Nations Climate Change Conference), nearly 200 countries pledged to limit global temperature rise to 1.5°C and to triple the world's renewable energy capacity within a decade. According to the June 2024 report by the International Energy Agency (IEA), this goal is not only ambitious but also achievable.
The IEA's World Energy Outlook 2024 report indicates that the role of fossil fuels in the global energy system is declining. In 2023, fossil fuels accounted for 80% of global energy demand, however with the rapid growth of renewable energy sources, this share is expected to decrease by 2030. Solar and wind energy, in particular, are increasing their share significantly in electricity generation, and by 2035, renewable energy sources are projected to account for more than 40% of global electricity production.
Renewable Energy Sector in Türkiye
In Türkiye, the installed capacity of renewable energy, particularly solar power, has been increasing each year. This growth is supported by policies aimed at expanding renewable energy capacity. In line with the Paris Agreement, which was ratified in 2021, Türkiye announced its Long-Term Climate Strategy, setting a Net Zero Emission Target for 2053.
As of the end of 2024, 59% (68.3 GW) of Türkiye's total installed energy capacity of 115.4 GW comes from renewable energy sources. The share of solar power plants in total installed capacity has reached 17% (19.6 GW).
In Türkiye, as in the rest of the world, solar energy stands out as the most preferred source in efforts to expand energy capacity.
According to the International Energy Agency's (IEA) 2023 projections, Türkiye's renewable energy installed capacity was expected to reach 68 GW in 2024 and 99 GW by 2028. The 2024 year-end figures have aligned with this forecast.
Development of Installed Power in Türkiye
Source: Turkish Electricity Transmission Corporation
The National Energy Plan, published by the Ministry of Energy and Natural Resources in 2022, aims to enhance Türkiye's energy supply security, improve energy efficiency, and promote the use of renewable energy sources. Additionally, in line with the 2053 Net Zero Emission Target, the plan envisions a sustainable and environmentally conscious energy policy.
According to the National Energy Plan, the share of renewable energy sources in total installed capacity, which was 52% in 2020, is projected to reach 64.7% by 2035. In the medium to long term, hydropower plants are expected to reach an installed capacity of 35.1 GW, while wind power capacity will rise to 29.6 GW, and solar power capacity will increase to 52.9 GW.
13
Development of Installed Power by Sources
Source: Türkiye National Energy Plan
Furthermore, in line with Türkiye's sustainable development goals, the Presidency of the Republic of Türkiye Strategy and Budget Department has identified green transformation and digitalization as strategic priorities within the 12th Development Plan.
As part of the Green Transformation, key strategies have been established to build the necessary infrastructure for achieving Türkiye's 2053 Net Zero Emission Target and to increase the share of renewable energy sources in electricity generation. The 12th Development Plan sets a target of increasing the installed capacity of solar power plants to 30 GW by 2028.
According to the 12th Development Plan, the Energy Sector goals are:
Development of Installed Power by Sources
| 2023 | 2028 | |
|---|---|---|
| Solar Installed Capacity (MW) | 11.350 | 30.000 |
| Electricity Installed Capacity (MW) | 106.800 | 136.000 |
| Wind Installed Capacity (MW) | 11.700 | 18.000 |
| Share of Renewable Sources in Electricity Generation (%) |
40 | 50 |
| Battery Storage Capacity (MW) | 0 | 5.000 |
In 2024, a total of 343.3 TWh of electricity was produced in Türkiye, with 45% (156.1 TWh) coming from renewable energy sources. The share of electricity generated from solar energy in total production in 2024 was 7.6% (25.9 TWh).
Production Facilities
Believing that renewable energy, particularly solar energy, can replace most traditional energy sources over time, Margün Enerji invests in solar energy for a sustainable environment.
Margün Enerji has established its presence in the electricity generation sector through the power plants, which include 7 sub-companies within its portfolio. These plants, operating under both licensed and unlicensed generation regulations, have a total production capacity of 130.03 MWp.
In this context, 88 power plants with an installed capacity of 97.86 MW, has developed, constructed, commissioned, and are currently operating under the Unlicensed Electricity Generation Regulation. In addition, the company operates a licensed power plant with an installed capacity of 20.17 MWp located in Milas/Muğla, and a geothermal power plant with an installed capacity of 12 MWp in İzmir, which was developed and established under the Electricity Market Licensing Regulation.
Our company's electricity generation plants are located in the provinces of Yozgat, Eskişehir, Afyon, Nevşehir, Ankara, Konya, Antalya, Adana, Bilecik, Muğla, and İzmir.
The Renewable Energy Sources for Electrical Energy Generation Law No. 5346, within the scope of the Renewable Energy Support Mechanism (YEKDEM), provides the right to sell electricity generated by solar power plants to the government at a price of 13.3 USD cents per kWh for a period of 10 years. Using this regulation, solar power plants have been commissioned, and all of them benefit from this 10-year purchase guarantee.
In 2023, Margün Enerji diversified its renewable energy portfolio by acquiring a 30.393% stake in Enda Enerji Holding A.Ş., which has a total installed capacity of 180.1 MWe from hydropower, geothermal, and wind energy plants.
Enda Enerji applied to the Capital Markets Board (CMB) in 2024 for an Initial Public Offering, and as per the CMB's bulletin dated January 23, 2025 (2025/4), the application was approved. Enda Enerji began trading on the stock exchange under the ENDAE ticker symbol as of February 13, 2025.
Below is the information regarding a total of 90 plants and 130.03 kWp of installed capacity owned by Margün Enerji.
| Firm Name | Province | Installed Capacity (MWp) |
|---|---|---|
| Agah Enerji | Ankara | 25,84 |
| Anatolia Yenilenebilir Enerji | Yozgat | 6,68 |
| Nevşehir | 10,32 | |
| Bosphorus Yenilenebilir Enerji |
Afyon | 15,49 |
| Bilecik | 2,15 | |
| Margün Enerji | Konya | 19,35 |
| Soleil Yenilenebilir Enerji | Antalya | 3,52 |
| Eskişehir | 3,38 | |
| Troya Yenilenebilir Enerji | Adana | 11,13 |
| Muğla | 20,17 | |
| RSC Elektrik Üretim İnşaat Turizm A.Ş. |
İzmir | 12,33 |
| Total | 130,03 |
59.128.860
18
Total Production Figures for Second Quarter of 2025
A total of 150.498.148 kWh of electricity was generated in the first nine months of 2025 from 89 Solar Power Plants under Margün Enerji, our indirect subsidiary, and 32.759.818 kwh from one Geothermal Power Plant. The production figures by province are presented below.
| Margün Yenilenebilir Enerji Ticaret A.Ş (kWh) | |||||
|---|---|---|---|---|---|
| Investment Province | Total Number of Plants |
Total Installed Capacity (MWp) |
Total Produciton between January - September (kWh) |
||
| Ankara | 23 | 25,84 | 32.212.314 | ||
| Yozgat | 6 | 6,68 | 7.829.841 | ||
| Nevşehir | 9 | 10,32 | 13.228.444 | ||
| Afyon | 14 | 15,49 | 20.363.799 | ||
| Konya | 17 | 19,35 | 26.497.901 | ||
| Antalya | 4 | 3,52 | 4.499.402 | ||
| Eskişehir | 3 | 3,38 | 4.206.184 | ||
| Adana | 10 | 11,13 | 14.003.594 | ||
| Bilecik | 2 | 2,15 | 2.668.205 | ||
| Muğla | 1 | 20,17 | 24.988.465 | ||
| İzmir* | 1 | 12 | 32.759.818 | ||
| Total | 90 | 130,03 | 183.257.966 |
*Geothermal
Bosphorus (Yozgat, Nevşehir, Afyon, Bilecik, Konya, Antalya) - (kWh) January February March April June May 2.779.079 4.100.812 5.255.933 6.853.250 7.177.920 7.130.897 2.864.350 4.854.053 5.764.293 6.696.980 6.691.235 8.200.464 July 8.348.622 7.442.827 August October September 7.944.105 7.399.847 5.855.073 7.617.228 6.542.598 6.436.312 November 4.503.642 4.069.196 Month 2022 4.396.225 4.733.506 5.103.497 5.994.284 6.654.332 6.814.219 8.510.906 8.153.767 7.316.849 6.160.090 4.050.588 December 3.335.571 3.916.920 2.826.644 2023 2024 - - Q3 2025 4.360.565 3.996.271 6.208.548 5.943.749 7.387.986 8.049.390 8.074.583 7.952.274 7.155.492
70.684.750 71.805.182 70.006.181
Total
Production Figures by Solar Power Plant
| MARGÜN ENERJİ ACTIVITY REPORT 30.09.2025 | ||
|---|---|---|
| -- | ------------------------------------------ | -- |
| Anatolia (Ankara) - (kWh) | ||||
|---|---|---|---|---|
| Month | 2022 | 2023 | 2024 | Q3 2025 |
| January | 125.811 | 245.029 | 186.740 | 157.825 |
| February | 235.682 | 264.800 | 309.251 | 278.108 |
| March | 362.068 | 310.138 | 384.192 | 443.504 |
| April | 448.580 | 352.776 | 449.792 | 367.690 |
| May | 493.481 | 451.934 | 383.728 | 478.123 |
| June | 451.788 | 459.067 | 538.949 | 539.318 |
| July | 594.356 | 577.620 | 522.142 | 572.789 |
| August | 504.464 | 560.853 | 546.891 | 541.263 |
| September | 484.772 | 477.140 | 436.315 | 472.421 |
| October | 363.461 | 365.033 | 388.801 | - |
| November | 270.040 | 174.780 | 189.329 | - |
| December | 139.448 | 190.815 | 83.085 | - |
| Total | 4.473.951 | 4.429.984 | 4.419.213 | 3.851.042 |
| Troya (Adana, Eskişehir, Ankara) - (kWh) | ||||
|---|---|---|---|---|
| Month | 2022 | 2023 | 2024 | Q3 2025 |
| January | 1.442.009 | 1.722.805 | 1.218.288 | 1.751.116 |
| February | 1.690.870 | 2.119.520 | 1.820.132 | 1.963.813 |
| March | 2.427.758 | 2.105.646 | 2.388.092 | 2.596.832 |
| April | 2.810.213 | 2.412.129 | 2.467.651 | 2.643.435 |
| May | 2.958.051 | 2.828.148 | 2.524.100 | 2.941.645 |
| June | 2.819.309 | 2.852.958 | 2.821.791 | 3.109.764 |
| July | 3.265.036 | 3.074.704 | 2.950.094 | 3.024.699 |
| August | 2.797.047 | 2.685.410 | 2.920.401 | 2.874.745 |
| September | 2.670.343 | 2.532.223 | 2.541.226 | 2.795.807 |
| October | 2.272.721 | 2.249.567 | 2.525.940 | - |
| November | 1.808.641 | 1.525.026 | 1.660.572 | - |
| December | 1.471.215 | 1.412.691 | 1.162.426 | - |
| Total | 28.433.212 | 27.520.826 | 27.000.712 | 23.701.856 |
| MARGÜN ENERJİ ACTIVITY REPORT 30.09.2025 | ||
|---|---|---|
| Soleil (Afyon) - (kWh) | ||||
|---|---|---|---|---|
| Month | 2022 | 2023 | 2024 | Q3 2025 |
| January | 1.796.586 | 2.081.820 | 1.802.652 | 1.649.195 |
| February | 1.869.903 | 2.582.270 | 2.322.759 | 2.228.121 |
| March | 2.695.973 | 3.050.500 | 2.786.656 | 2.228.537 |
| April | 3.111.398 | 3.140.190 | 2.588.366 | 2.658.606 |
| May | 3.379.239 | 3.354.260 | 2.659.161 | 3.185.519 |
| June | 3.552.678 | 3.654.390 | 2.840.643 | 3.522.677 |
| July | 3.520.278 | 3.757.620 | 3.391.870 | 3.270.928 |
| August | 3.157.701 | 3.302.890 | 3.127.041 | 3.097.181 |
| September | 3.239.239 | 3.063.810 | 2.909.176 | 3.147.701 |
| October | 2.863.958 | 2.934.530 | 2.892.121 | - |
| November | 2.003.251 | 1.942.270 | 2.006.415 | - |
| December | 1.609.273 | 1.795.000 | 1.456.616 | - |
| Total | 32.799.477 | 34.659.550 | 30.783.474 | 24.988.465 |
Renewable Energy Contracting
Margün Enerji operates in the renewable energy sector, developing projects from scratch and establishing turnkey solar power plants both domestically for its own portfolio and internationally for both its customers and itself. According to Article 3 of its Articles of Association, the company's scope of activity is defined as follows: "Our company engages in the establishment, commissioning, leasing, and operation of energy facilities, primarily for the production of electricity from Solar (SPP), Hydro (HPP), Geothermal (GPP), and Wind (WPP) energy sources, as well as the sale of the generated electricity and/or capacity to customers." In practice, the company provides turnkey power generation facilities for both its customers and its own operations.
In this context, the company's activities are explained under two main categories following the introduction below.
In the last quarter of 2019, our company purchased a total of 22.35 MWp of solar power capacity from Girişim Elektrik Taahhüt Sanayi ve Ticaret A.Ş. in the regions of Yozgat, Afyon, and particularly Nevşehir and Eskişehir. In the last quarter of 2020, it further expanded its portfolio by acquiring 12.27 MWp of SPPs in Afyon from Özyer Group and 10.29 MWp of SPPs in Ankara through the acquisition of Angora Elektrik Üretim A.Ş. from Naturel Enerji. Most recently, on March 12, 2021, the company increased its total capacity to 118.03 MWp by acquiring 61.68 MWp of SPPs in Konya, Antalya, Ankara, Eskişehir, Adana, and Muğla from Kinesis Enerji Yatırımları A.Ş. and Hasan İNALOĞ-LU. The company expanded its portfolio in 2025 by acquiring one Geothermal Power Plant through the acquisition of RSC Elektrik Üretim İnşaat Turizm A.Ş., thereby increasing its total capacity to 130.03 MWp.
The company generates and sells electricity through Solar Power Plants and one Geothermal Power Plant with a total licensed and unlicensed installed capacity of 130.03 MWp, all of which are wholly owned by the company. These power plants were incorporated into the company's portfolio in the years 2019, 2020, 2021, and 2025, and include facilities that began electricity generation in 2015, 2016, 2017, 2018, 2019, and 2020. All operations are currently carried out by 171 employees. The company is headquartered in Ankara.
The electricity generation plants are located in the provinces of Yozgat, Eskişehir, Afyon, Nevşehir, Ankara, Bilecik, Konya, Antalya, Adana, Muğla, and İzmir. The company conducts electricity production activities—both licensed and unlicensed—based on the connection call letters issued to its wholly owned subsidiaries.
Under the Regulation on Unlicensed Electricity Generation, which came into effect on October 2, 2013, real and legal persons who own an electricity consumption facility (such as a residence, workplace, commercial or industrial facility, etc.) have been allowed to apply to establish an unlicensed electricity generation plant, provided the capacity does not exceed 1 MW.
The Özmen 1 Solar Power Plant (SPP), located in Milas, Muğla, is an operational licensed facility with an initial licensed capacity of 14 MWe and an available capacity of the same amount. The facility's Law No. 5346 on the Use of Renewable Energy Sources for Electricity Generation grants solar-based power generation facilities the right to sell the electricity they produce to the state for 10 years at a guaranteed price of 13.3 USD cents/kWh under the Renewable Energy Resources Support Mechanism (RERSM). By utilizing this regulation, approximately 7,390 MW of solar power plants were commissioned in Türkiye as of September 2021, all benefiting from this 13.3 USD cents/kWh purchase guarantee for a period of 10 years.
The installed capacity of solar power plants (SPP) is expressed in DC (Direct Current), and the installed capacity of our company's solar power plants is 118.03 MWp. However, since DC electricity cannot be used directly for consumption, it must be converted into AC (Alternating Current), the form of electricity supplied to the grid, through transformers. The total converted usable AC output capacity of our company's solar power plants is 100.480 MWac.
Electricity trading operations are conducted by our company under the Balancing and Settlement Regulation. Based on the Regulatory Board Decision No. 10971 dated 12/05/2022, the plant's electrical capacity was approved for an increase from 14 MWe to 16 MWe by the relevant Distribution and Turkish Electricity Transmission Corporation authorities. As a result of this capacity expansion, an additional 606.17 MWh of electricity was generated during the June-September 2022 period. The facility operates under the Renewable Energy Resources Support Mechanism (RERSM) and benefits from both RERSM and Local Equipment Support, with a total unit price of 13.74 USD cents/kWh. Additionally, hourly operational transactions are carried out in the Day-Ahead and Intraday Markets, where weighted average sale prices have reached up to 13.90 USD cents/kWh through Intraday Market transactions.
Within the scope of overseas project development and turnkey contracting activities, our Company signed a contract with Ankara-based MTG Enerji İnşaat Sanayi ve Ticaret A.Ş. on 31.12.2021 for the project development and installation of an 11 MWp Solar Power Plant in Italy with a total value of EUR 11,000,000 (TRY 165,953,700) + VAT. Our company will carry out services abroad on a turnkey basis, including land and project development, engineering and installation, bilateral electricity sales agreement and project financing. This project is expected to generate annual EBITDA of EUR 1,600,000 (TRY 24,138,720).
An office was opened in Palermo, Italy in February 2021 to carry out international activities. In addition to our existing EPC contracts, our Italy Office continues to develop projects for potential new customers and our own investments.
In Italy, it received the Investor of the Year Award in 2020 by the Italian Chamber of Commerce and Industry.
A First in Turkey's Energy Future: Özmen-1 Solar Power Plant Integrated Storage Unit
In collaboration with Margün Enerji, we have achieved a first in Turkey with the Özmen-1 solar power project in Muğla. As part of our sustainability goals, we have made a pioneering investment in the renewable energy sector with our integrated storage unit, which enhances energy efficiency and has a capacity of 2,064 MWh of production from solar energy. With the integrated electricity storage unit at our Özmen-1 solar power plant, we aim to minimize imbalance costs and prevent losses by storing electricity produced beyond the available capacity and transferring it to the system. This is expected to generate approximately 860,000 kWh of additional production annually, resulting in increased sales revenue.
RSC-1 Seferihisar Geothermal Power Plant – Multi-Source Electricity Generation Facility Application (Hybrid Solar Power Plant)
Pursuant to the decision of the Board of Directors of Margün Enerji dated July 8, 2025, an application has been submitted to the Energy Market Regulatory Authority (EPDK) for the establishment of an integrated 5.4 MWm Hybrid Solar Power Plant (GES) to be added to the existing RSC-1 Seferihisar Geothermal Power Plant, which has an installed capacity of 12 MWm.
With the addition of the integrated 5.4 MWm Hybrid Solar Power Plant, the installed capacity of the Seferihisar Geothermal Power Plant will increase by approximately 50%, reaching a total of 17.40 MWm. This investment is expected to generate an additional annual production of approximately 10,000,000 kWh and an additional sales revenue of 1,050,000 USD (41,896,995 TL).
Commercialization of Lithium Production from Geothermal Fluid
Pursuant to the decision of the Board of Directors of Margün Enerji dated July 11, 2025, authorization was granted to our General Manager, Sami Özgür BOSTAN, to explore the following revenue-generating additional investment areas:
- -Conducting resource analyses and feasibility studies to investigate valuable metals that can be extracted from geothermal fluids, and developing related sales activities,
- -Carrying out necessary research and analyses to assess the extractability of the lithium element used in battery technologies, and, if viable values are determined, establishing a separation facility to initiate lithium sales.
In line with the exploration of the aforementioned additional revenue-generating investment areas, according to the Critical Mineral Evaluation Report of the Seferihisar Geothermal Field prepared by the İzmir Institute of Technology (İYTE):
A series of studies are being conducted by İYTE to identify and enhance the potential of "critical minerals" within the Seferihisar geothermal field. These studies are being carried out under an EU project in which İYTE is a partner. Numerical and geochemical modeling studies related to the field are ongoing. The project aims to gain insights into the geological and geochemical controls of critical mineral enrichment and to assess the long-term sustainability of critical mineral extraction.
The lithium (Li) content in the field has been measured between 11.7 ppm and 14.1 ppm.
In the Conclusion and Recommendations section of the related report, it is stated that the RSC geothermal fluid contains approximately 13 ppm of lithium (Li) on average, and that conducting R&D studies on lithium extraction from this fluid is of significant importance.
It has been decided to initiate detailed studies and analyses on the extraction of Li from the RSC geothermal fluid—where lithium levels are above average and enrichment potential exists—and to commence feasibility studies for the commercialization of lithium production.
The planned lithium extraction and enrichment investment will not involve lithium mining. Instead, it will be carried out by separating the lithium mineral contained in the water from the existing wells of RSC Electricity Company directly at the wellhead, utilizing the geothermal fluid already produced.
RSC-1 Seferihisar Geothermal Power Plant Capacity Utilization Increase
Pursuant to the decision of the Board of Directors of Margün Enerji dated July 8, 2025, an application was submitted on the same date to the Energy Market Regulatory Authority (EPDK) for the establishment of an integrated 5.4 MWm hybrid solar power plant (GES) to be added to the existing RSC-1 Seferihisar Geothermal Power Plant, which has an installed capacity of 12 MWm.
In line with the Board of Directors' decision dated July 11, 2025, authorization was granted to our General Manager, Sami Özgür BOSTAN, to explore additional revenue-generating investment areas.
Following technical and feasibility assessments, it was determined that there are technical possibilities to increase the current capacity utilization of the RSC-1 Seferihisar Geothermal Power Plant. Accordingly, it has been decided to initiate the necessary application, study, and permitting processes for the planned capacity utilization increase.
Carbon Certification
Within the framework of our Company's sustainability policies and 2022–2026 strategic plan, a service agreement was signed with Profed Energy & Environmental Consulting on November 10, 2021, to initiate the necessary carbon certification process and take steps toward international accreditation, aiming to contribute to the global reduction of carbon footprint through carbon trading activities.
As of today, project registrations and certification approvals for our projects—initiated to certify the clean energy production from our solar power plants—have been reviewed and approved by the Global Carbon Council (GCC). Approximately 276,000 carbon certificates have been issued by the GCC and published on the S&P Global Market Platform.
Through the sale of these carbon certificates in international markets, our Company aims to increase the economic returns of its renewable energy investments and generate additional income.
Thus, our Company continues to make meaningful and tangible contributions to its environmental sustainability goals through carbon certificates obtained from clean energy generation.
In addition to the approximately 276,000 approved carbon certificates, the approval process for an additional 280,000 certificates is currently ongoing.
FINANCIAL & OPERATIONAL INDICATORS
| Summary Balance Sheet (TRY) | |||||
|---|---|---|---|---|---|
| (TRY) | 30.09.2025 | 31.12.2024 | |||
| Current Assets | 1.519.467.886 | 1.770.418.971 | |||
| Non-Current Assets | 20.848.229.320 | 19.448.551.168 | |||
| Total Assets | 22.367.697.206 | 21.218.970.139 | |||
| Short-term Liabilities | 3.078.017.130 | 2.500.945.183 | |||
| Long-term Liabilities | 4.620.900.544 | 4.164.012.190 | |||
| Equity | 14.668.779.532 | 14.554.012.766 | |||
| Total Resources | 22.367.697.206 | 21.218.970.139 |
| Summary Income Statement (TRY) | ||||
|---|---|---|---|---|
| 30.09.2025 | 30.09.2024 | |||
| Revenue | 1.082.799.027 | 879.356.957 | ||
| Operating Profit/Loss | 232.092.921 | 125.713.318 | ||
| EBITDA | 572.294.565 | 411.045.974 | ||
| Profit/Loss Before Tax | 1.050.732.403 | 1.415.011.211 | ||
| Net Profit/Loss | 315.903.089 | 1.205.671.481 |
| Financial Ratios | 31.032025 |
|---|---|
| EBITDA MARGIN | 57,39% |
| Total Liabilities / Total Assets | 34,42% |
| Total Equity / Total Assets | 65,58% |
| Gross Profit Margin (Gross Profit or Loss / Net Sales) | 31,33% |
| According to Company Activities Energy Produced In SPPs and Revenue Distribution | ||||
|---|---|---|---|---|
| Net Sales TRY | 30.09.2025 | % | 30.09.2024 | % |
| Electricity Generation |
990.305.505 | 91,5 | 860.255.215 | 97,83 |
| Energy Contracting | 92.493.522 | 8,5 | 19.101.742 | 2.17 |
| Total | 1.082.799.027 | 100 | 879.356.957 | 100 |
Strategy and Goals
Founded in 2014, Margün Enerji rapidly expanded its portfolio of plants and began trading on Borsa İstanbul following its public offering in 2021. At the time of its IPO, the company had a total market capitalization of USD387 million, which is expected to reach approximately USD 744.5 million by the end of 2024, significantly enhancing value for its investors.
The year 2024 has marked another record and growth year for renewable energy, with global capacity reaching 510 GW, and this new figure being recorded as the 23rd consecutive record. According to IEA scenarios, total capacity is projected to reach 11,000 GW, which is close to COP28's target of tripling capacity. In Türkiye, by the end of 2024, the share of renewable resources in installed capacity is expected to be 59.2%, with a 45.5% share in total production. The share of solar-based resources in production rose from 3.5% in 2020 to 7.6% in 2024, reaching 25.9 TWh. Considering the government's target of increasing solar capacity by 3,500 MW annually until 2035, Margün Enerji aims to continue growing its market share.
Given the high growth potential both globally and in Türkiye, Margün Enerji's production capacity is expected to multiply between 2025 and 2030. The growth of the electricity sector, the increasing share of renewable energy sources, and technological developments in this field are creating new opportunities and business models in the market. In this context, we have invested in the Özmen-1 Solar Power Plant project in Muğla, which has a licensed production capacity of 20.17 MWp and an integrated storage unit with a capacity of 2,064 MWh. The installation has been completed by December 2024, with official approvals pending.
The establishment of the integrated electricity storage unit at the production facility is anticipated to generate approximately 860,000 kWh/year of excess production, contributing to additional sales revenue and enhancing the company's green energy production while reducing carbon emissions. The growing demand for similar investments is expected to create new business opportunities for Margün Enerji.
Margün Enerji does not limit its growth targets to existing plant investments; it aims to increase its installed production capacity in the coming period by acquiring renewable energy plants both domestically and internationally and investing in development projects. The company plans to continue its growth with clean, environmentally friendly, and sustainable energy sources by expanding its renewable energy portfolio.
In addition to renewable energy investments, Margün Enerji is also evaluating potential growth opportunities in climate technologies such as batteries, hydrogen, and carbon capture. Furthermore, to leverage investment opportunities and incentives abroad—particularly in the USA, Italy, Germany, and Poland—intensive business development and proposal efforts are ongoing to increase renewable energy production capacity and add new plants to our portfolio.
By making these investments while maintaining a strong balance sheet, the company aims to generate sustainable growth through increased revenues, predictable profits, and free cash flows that will be redirected into further investments, continuing to create value for our investors as it has since its public offerings.
As Margün Enerji, we aim to strengthen our presence in the renewable energy sector by reaching a total installed capacity of 1 GW both domestically and internationally by 2030. Within our growth strategy, investments in renewable energy production and climate technologies will remain significant focus areas, with the goal of establishing a solid revenue structure and creating long-term value in these areas.
Sustainability
Margün Enerji supports the material sustainability targets set by its parent company, Naturel Holding, through its own operations and contributes to these goals by developing strategies and projects in collaboration with its subsidiaries, affiliates, and all stakeholders.
The Company places sustainability at the center of its operations, integrating it into all processes and aligning its actions with the sustainability principles defined as core corporate values of Naturel Holding—namely innovation, collaboration, equality, inclusion, transparency, and accountability.
Margün Enerji adopts an environmental material sustainability target of reducing global greenhouse gas emissions by increasing renewable energy production capacity and energy efficiency—key components of climate technologies that support the transition to a zero-carbon economy and the creation of a sustainable future.
With a target of net-zero emissions and 100% green energy consumption by 2050, the Company aims to reduce its Scope 1 and Scope 2 emissions by 30%, and its Scope 3 emissions by 25% as of 2030.
Margün Enerji directly supports eleven of the United Nations Sustainable Development Goals through its operations, which are aligned with its vision and mission.
Margün Enerji aligns with 12 material sustainability targets identified through the Materiality Analysis conducted by Naturel Holding for its climate technology subsidiaries.
Material Sustainability Targets
Environmental
Increasing Renewable Energy Capacity / Investing in new renewable energy plants and providing EPC services for the installation of renewable energy capacity.
Increasing Energy Efficiency / Increasing the use of renewable energy sources in energy consumption, increasing efficiency of existing energy production assets.
Investing in Innovation and New Climate Technologies / Establishing collaborations for the production of innovative climate technologies, providing incubation services and making investments.
Protecting Biodiversity / Taking measures to protect and support biodiversity in renewable energy projects and developing afforestation projects to support biodiversity.
Increasing Supply Chain Sustainability / Holding supplier meetings, sharing sustainability information and developing collaborative solutions to support circular economy.
Social
Developing Sustainability and CSR Projects / Increasing sustainability awareness, strengthening innovation vision by supporting STEM education.
Increasing Diversity, Inclusion, and Equality / Supporting equality and access to quality education, supporting women's leadership and entrepreneurship.
Fostering Employee Well-Being / Supporting work-life balance and enhancing employee happiness by developing leadership projects for actions in line with sustainability goals.
Improving Stakeholder Communication and Engagement / Enhancing communication and collaboration with our stakeholders to raise awareness in sustainability, organizing sustainability webinars, sharing sustainability information on our website and social media.
Governance
Improving Governance Systems / Strengthening sustainable management systems, integrating best international practices and principles to our policies and processes. Supporting sustainability goals with subcommittees.
Risk Management and Compliance Enhancement / Strengthening internal audit system, improving risk management reporting standards, taking actions on data security.
Improving Transparency and Accountability / Improving and digitizing reporting standards and integrating sustainability goals into ERP Systems.
Our 2023 ESG Score
Having filed ESG reports on the London Stock Exchange Group (LSEG) ESG platform since 2021 and been included in the BIST Sustainability Index since 2023, Margün Enerji ranked 3rd among its global peers in the LSEG Renewable Energy Services and Equipment sector, achieving the 3rd highest ESG score based on its 2022 and 2023 disclosures.
Our ESG reporting—serving as a guide for integrating our sustainability goals into corporate processes—along with our Sustainability Reports published since 2022 in accordance with GRI standards, has provided our stakeholders with a clear and measurable reflection of our actions, in line with our values of transparency and accountability.
Human Resources
Margün Enerji continuously develops and improves its working environment by following global developments in the field of human resources management and by adopting a dynamic approach that is suited to the diverse needs of sector and functions in order to increase employee engagement.
As a signatory of UNGC, throughout all human resources processes—from recruitment to wage management—the Company ensures employment without any discrimination based on religion, language, race, ethnic origin, gender, or sexual orientation.
Margün Enerji, as part of its commitment to sustainable growth, advocates for equal representation of women and men among internal stakeholders. It commits to maintaining the employment rate of women at a minimum of 30% at all levels and aims to increase this ratio to 50%. Creating and sustaining an environment of diversity and equal opportunity is one of the Company's top priorities. There is no wage difference between women and men employees with equal experience and competence. As a signatory of the UN Women's Empowerment Principles (UN WEPs), our company is committed to supporting women's leadership in all areas of life, particularly in corporate settings.
Our Projects and Activities Aligned with Our Material Sustainability
Operating in the field of renewable energy production and climate technologies, the Company's energy management policy focuses primarily developing projects that enhance energy efficiency, and ensuring that energy consumption is sourced from renewable resources.
Margün Enerji develops projects in collaboration with both internal and external stakeholders. With the aim of broadening the scope of these partnerships, the Company prioritizes designing initiatives that contribute to multiple material sustainability targets within a single project. This approach increases both the impact and awareness of sustainability efforts.
The following section outlines the actions taken in 2024 under this framework.
Increasing Renewable Energy Capacity
As part of its core operations, Margün Enerji participated in international fairs across Türkiye, Europe, and the United States to reinforce its commitment to sustainability and to promote its EPC services for solar power plant installations.
Improving Energy Efficiency
Margün Enerji achieved a first in Türkiye with the Özmen-1 Solar Power Plant (GES) project implemented in Muğla by its subsidiary Soleil Renewable Energy. As part of our material sustainability targets, a pioneering investment in the renewable energy sector was made with an integrated storage unit for a solar-based production capacity of 2,064 MWh—enabling increased use of renewable energy and improved energy efficiency.
Enhancing Supply Chain Sustainability
Throughout the year, our Sales and Business Development units conducted supplier visits and organized information meetings to promote supply chain sustainability and raise awareness among suppliers.
Contributing to Community Sustainability and Corporate Social Responsibility Projects
Margün Enerji supports the "Naturel Holding Sustainable Schools Project" and collaborates with its stakeholder, Twin Bilim.
The project aims to:
- (i) increase energy efficiency in schools by installing rooftop solar power plants, and
- (ii) support Türkiye's innovation vision by establishing STEM and sustainability education labs equipped with robotic coding kits and an AI-powered online platform.
Equal Access to Higher Education Project
As part of our commitment to promoting equality in higher education and nurturing young talent, our Company supports the Anadolu Scholarship Program initiated by Koç University. This program is designed to provide scholarships to high-achieving students from economically disadvantaged backgrounds in Türkiye, helping ensure that financial constraints do not prevent them from pursuing higher education or achieving academic success.
Strengthening Stakeholder Communication and Collaboration
Monthly sustainability webinars, organized in collaboration with internal and external stakeholders, continued throughout 2024. These sessions served as a platform for exchanging ideas and sharing information on material sustainability targets and strategies.
INFORMATION OF BOARD OF DIRECTORS CORPORATE GOVERNANCE
In accordance with Article 7 of the Company's Articles of Association, the management and administration of the Company is carried out by a Board of Directors consisting of at least six and at most eight members, who are elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. At the Company's Annual Ordinary General Assembly meeting held on June 3, 2024, the following members were elected to serve as Board of Directors for a term of three years.
| Name Surname | Position | Date of First Election | |
|---|---|---|---|
| Yusuf ŞENEL | Chairman | 24.11.2014 | |
| Hasan SARIÇİÇEK | Deputy Chairman | 21.05.2025 | |
| Selma DİKMEN | Board Member | 03.06.2024 | |
| Tolgay BENDERLİ | Board Member | 21.05.2025 | |
| Çiğdem DİLEK | Independent Member | 03.06.2024 | |
| Mehmet ARPACI Independent Member |
21.05.2025 |
Member of the Board of Directors
Yusuf ŞENEL Chairman of the Board
Yusuf ŞENEL, born in Kahramanmaraş in 1979, has carried out his education and business life together since his early ages. ŞENEL graduated from Bolu Mimar İzzet Baysal Technical and Industrial Vocational High School. Although he started his univertsity education in Kahramanmaraş Sütçü İmam University's Textile Engineering Department, he saw the opportunities in business life and quit university and started working. After managerial experiences in various sectors, he established his own business. ŞENEL has served since the establishment of Naturel Yenilenebilir Enerji Ticaret A.Ş., which started its operations in 2009 and took over all the shares of the company in 2012. He is currently the Chairman of the Board of Directors of Naturel Holding Group companies operating in various sectors such as Defense Industry, Medical, Informatics, Energy and Mining.
Selma DİKMEN Board Member
She was born on February 27, 1969, in Eskişehir. She graduated from Anadolu University Faculty of Economics and Administrative Sciences, Department of Business Administration in 1991, and from Gazi University Institute of Social Sciences, Department of Accounting and Finance in 1998. She obtained her license as a Certified Public Accountant in 1998. She has worked as an accounting manager in various companies. She holds an independent audit license from the Public Oversight Authority and also an independent audit license from the Capital Markets Board (CMB).
Hasan SARIÇİÇEK Deputy Chairman
Dr. Hasan SARIÇİÇEK has been serving as the Group President responsible for Strategy and Investments at Naturel Holding since 2022. He plays an active role in the Holding's corporate transformation process, contributing to the restructuring efforts aimed at transforming the company into a significant climate technologies player on a global scale, as well as in Turkey.
He also serves as a member of the Investment Committee of Sustain-Tech Venture Capital Investment Trust, the corporate venture capital company operating under the Holding.
Prior to joining Naturel Holding, Dr. SARIÇİÇEK held various positions in audit, consultancy, and restructuring at PwC, Deloitte, and KPMG. He later served as Deputy General Manager at companies such as NEC MENA, Kardemir, and KEY Holding.
Dr. Hasan SARIÇİÇEK graduated from the Faculty of Economics at Istanbul University and holds master's and doctoral degrees in Finance from Marmara University. He also holds various certifications from Cornell University and Columbia University.
Tolgay BENDERLİ Board Member
He was born on December 5, 1975, in İzmir. He completed his undergraduate studies at Hacettepe University, Faculty of Engineering, Department of Hydrogeological Engineering, and earned his master's degree in Business Administration from the London College of Management.In the early years of his career, he worked in infrastructure construction, and served in roles such as project and field engineer, site chief, and project manager in hydroelectric and geothermal power plants, as well as district heating systems.In the following years, he held executive positions in the energy, construction, and industrial sectors. During the same period, he also served on the boards of various non-governmental organizations and acted as a committee member in the Grand National Assembly of Turkey (T.B.M.M.), contributing to the preparation of development plans by the State Planning Organization (DPT) and legislation including the Electricity Market Law, Mining Law, Renewable Energy Law, and Geothermal Law.He has led processes related to business development, production, contracting, financing, mergers and acquisitions, and operations for numerous turnkey investments and projects in Turkey, Turkic Republics, the Gulf Region, and EU countries.Most recently, he served as Board Member, CEO, and Vice President of Doğan Geothermal Group of Companies, and currently serves as a Board Member at Naturel Renewable Energy and Margün Energy Production Inc.
Independent Board Member
Mehmet Arpacı, born in 1974 in Ankara, completed his primary and secondary education in the same city. He earned his bachelor's degree with honors in International Business from Eckerd College in Florida, USA, and subsequently obtained an MBA from Florida Metropolitan University.He began his career in various managerial roles in the energy and real estate sectors. He served as Marketing Manager at Bilmer A.Ş., and later held positions as Procurement Manager and Energy Trade Coordinator at Çalık Holding. Leveraging his expertise in the energy sector, he became the founding president of the Global Energy Foundation.In 2010, he was appointed General Manager of Atakule Real Estate Investment Company (Atakule GYO A.Ş.), and as of 2022, he serves as a Board Member and Deputy Chairman of the Executive Committee. He is also a board member at Çemtaş Steel and Bursa Beton A.Ş., and, as of 2025, a Board Member at Naturel Renewable Energy and Margün Energy Inc.He is fluent in English and has a keen interest in classical sports, Mehmet ARPACI cycling, and nature photography. He is married with three children.
Çiğdem DİLEK Independent Board Member
Born in 1977 in Şanlıurfa, Attorney Çiğdem Dilek graduated from the Faculty of Law at Istanbul University. She pursued studies in European Union Law at the London School of Economics in London and completed a master's degree in Economic Law at Başkent University.
Attorney Çiğdem Dilek continues to work in various areas of law, primarily energy law, as well as commercial law, corporate law, capital markets and banking-finance law, and administrative law. Fluent in English, she has represented numerous domestic and international companies and public institutions as a legal counsel.
Çiğdem Dilek is the founding chairperson of the Energy Law Commission of the Ankara Bar Association No. 1 and a founding board member of the Ankara Bar Association No. 2. She is also the Founding President of the Solar Energy Investors Association and currently serves as the Chair of the Ethics Committee at GÜNDER (International Solar Energy Society Turkey Section).
Between 2015 and 2021, she served as an Independent Board Member at Atakule REIT. She is currently a board member at Naturel Yenilenebilir A.Ş., Margün Enerji Sanayi ve Ticaret A.Ş., Esenboğa Elektrik Üretim A.Ş., and Alfa Solar Enerji Sanayi ve Ticaret A.Ş.
Çiğdem Dilek is the founding attorney of CLA Partners Law Firm and continues her practice with a large team of legal professionals.
Shareholding Structure
As of 30.09.2025, the shareholding structure of our company is as follows:
| 30.09.2025 | 30.09.2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Class | Public/ Non - Listed |
TRY | Share of Capital% | Voting Right % |
TRY | Share of Capital% | Voting Right % |
|
| Esenboğa Elektrik A.Ş. | А | Non - Listed | 719.512.195 | 24,39 | 61,73 | 287.804.878 | 24,39 | 61,73 |
| Esenboğa Elektrik A.Ş. | В | Non - Listed | 1.510.975.547 | 51,22 | 25,93 | 604,390,219 | 51,22 | 25,93 |
| Yusuf ŞENEL | В | Public | - | - | - | 69.000.000 | 5,85 | 2,96 |
| Naturel Holding A.Ş. | В | Public | - | - | - | 26.410.650 | 2,24 | 1,13 |
| Halka açık kısım | В | Public | 719.250.243 | 24,38 | 12,34 | 192.389.447 | 16,30 | 8,25 |
| Total Geri Alınan Paylar |
Public | 262.015 | 0,01 | 0,00 | 4,806 | 0,00 | 0,00 | |
| 2.950.000.000 | 100,00 | 100,00 | 1.180.000.000 | 100,00 | 100,00 |
*Class A shares are registered, while Class B shares are bearer shares. According to Article 10 of the Company's Articles of Association, each Class A share carries 5 votes at the general assembly. Each Class B share carries 1 vote. If the Board of Directors consists of 6 or 7 members, 3 members will be selected from Class A shareholders or their nominees. If the Board consists of 8 members, 4 members will be selected from Class A shareholders or their nominees.
Individuals and legal entities with direct ownership or voting rights of 5% or more capital
The Company's capital has been increased from 1,180,000,000 TL to 2,950,000,000 TL, fully funded from Positive Capital Adjustment Differences. In this context, an application was submitted to the Capital Markets Board of Türkiye (CMB) on June 27, 2025, for the approval of the issuance certificate related to the issuance of A group shares with a nominal value of 431,707,317 TL and B group shares with a nominal value of 1,338,292,683 TL, as well as for obtaining a favorable opinion regarding the amendment of Article 6 "Capital" of our Articles of Association.
The application was approved by the Capital Markets Board and announced in Bulletin No. 2025/51 dated September 25, 2025. The bonus (non-cash) capital increase was registered on October 3, 2025, and published in the Turkish Trade Registry Gazette No. 11429, dated October 3, 2025.
Share Buyback Program
The share buyback program, initiated with the Board of Directors decision dated February 15, 2023, and renewed with the Board of Directors decisions on February 21, 2024, and February 23, 2024, is included in the table below.
| The amount of shares subject to buyback (TRY Nominal): 295.000.000 | The amount of shares repurchased (TRY Nominal): 285.250.000 | |
|---|---|---|
| Maximum amount to be paid (TRY): 2.000.000.000 | The amount paid (TRY): 1.552.424.679,83 |
During the share buyback program, a total of TRY 1,552,424,679 was paid for the repurchased shares, and all of these shares, except for 262,015 units, were disposed of for a total amount of TRY 1,507,586,871. Our company's total profit from this transaction is TRY 42,261,109.
Section 1 Corporate Governance Principles Compliance Principles
For companies to be sustainable and ensure the continuity of their operations, they need to have not only a strong financial structure but also a solid corporate identity. Margün Enerji is aware that having a good corporate identity is essential for sustainability and value creation, and places great importance on this structure both internally and externally.
Since the second half of 2023, Margün Enerji has been included in the Borsa Istanbul Sustainability Index. According to evaluations conducted by LSEG, Margün Enerji and its other publicly traded controlling partners, Esenboğa Elektrik and Naturel Enerji, improved their ESG score from B in the 2021 evaluation to A in the 2022 evaluation and maintained the A score in 2023. Our company aims to achieve the highest ESG practices score of A+ and continues its efforts in this direction.
To ensure the sustainability of its corporate culture, Margün Enerji demonstrates utmost diligence in complying with the Capital Markets Board ("CMB") Communiqué on Corporate Governance No. II-17.1, published in the Official Gazette dated January 3, 2014, issue No. 28871, and its annexed "Corporate Governance Principles" regulations. All of our company's activities are conducted in full compliance with the relevant legal regulations and these principles.
During the reporting year of 2024, our company has complied with the "Corporate Governance Principles" published by the CMB, except for the principles listed below, which are not mandatory.
| Status | Full Compliance | Partial Compliance | Non-Compliance |
|---|---|---|---|
| Mandatory | 24 | - | - |
| Voluntary | 68 | 6 | 10 |
| Total | 92 | 6 | 10 |
The principles with which our company has not achieved compliance are listed below (the numbering at the beginning of the paragraphs refers to the respective articles of the CMB Corpo- rate Governance Principles):
- 1.3.11 The General Assembly Meetings are not held publicly, including stakeholders and the media, without voting rights. Only shareholders and company employees are allowed to attend the General Assembly Meetings
- 1.4.2 According to Article 10 of our Articles of Association, each Class A share has 15 voting rights at the General Assembly, while each Class B share has 1 voting right. Additionally, if the Board of Directors consists of 6 or 7 members, 3 members are elected from among the Class A shareholders or their nominees. If the Board consists of 8 members, 4 members are elected from among the Class A shareholders or their nominees.
- 1.5.2 Minority rights have not been granted to shareholders holding less than one-twentieth of the capital through the Articles of Association, nor have the scope of minority rights been extended or regulated in the Articles of Association.
- 1.7.1 The Board of Directors of the company may withhold approval for the transfer of Class A shares, limited to the reasons defined in Article 493 of the Turkish Commercial Code. However, there are no restrictions on the transfer of Class B shares.
-
3.2.1 There is no provision regarding employee participation in management in the articles of association.
-
3.2.2 There is no practice of obtaining the opinions of stakeholders in important decisions that have an impact on them.
- 3.3.1 There is no succession planning in place for key executive positions.
- 3.3.5 Employees are informed about decisions that may affect them; however, there is no union structure in place.
- 4.2.8 No director liability insurance has been taken out for the board members to cover any potential damage they may cause to the company during the course of their duties.
- 4.3.9 Although the proportion of women on our Board of Directors is above 25% (50%), no specific policy has been established in this regard. The gender ratio of board members is carefully considered during the process of selecting candidates for the Board.
- 4.4.2 Although information and documents related to the Board of Directors meeting agenda are sent to the members in a timely manner to allow them to review and prepare for the meeting, no written minimum period has been specified in this regard.
- 4.4.5 There is no written internal regulation regarding the procedure for conducting Board of Directors meetings.
- 4.4.7 There are no restrictions on the Board of Directors members taking on other positions outside the company; however, information about the roles taken by board members outside the company has been provided to shareholders in the annual report and during the General Assembly meeting.
- 4.5.5 Due to the number of existing Board of Directors committees, some of the members serve on multiple committees.
- 4.6.1 The Board of Directors does not conduct a performance evaluation to assess whether it is effectively fulfilling its responsibilities.
- 4.6.5 The salaries of Board members and executives with administrative responsibilities are not disclosed on an individual basis in the annual Activity Report.
The Corporate Governance Compliance Report and the Corporate Governance Information Form for the 2024 period of our company have been approved by our Board of Directors. These forms can be accessed in the continuation of this report and on our company's corporate governance page onwww.kap.org.tr
Section 2 The Board of Directors and Committees
Board of Directors
According to our Articles of Association, the company's operations and management are carried out by the Board of Directors, which is selected by the General Assembly and consists of at least 6 and at most 8 members. In the Annual Ordinary General Assembly Meeting held on May 21, 2025, the Board of Directors was elected for a term of 3 years with 6 members.
| Name Surname | Positions |
|---|---|
| Yusuf ŞENEL | Chairman |
| Hasan SARIÇİÇEK | Vice Chairman |
| Tolgay BENDERLİ | Board Member |
| Selma DİKMEN | Board Member |
| Çiğdem DİLEK | Independent Member |
| Mehmet ARPACI | Independent Member |
* In the case where the Board of Directors consists of 6 or 7 members, 3 members are selected from the Class A shareholders or their candidates. If the Board of Directors consists of 8 members, 4 members are selected from the Class A shareholders or their candidates. The remaining members of the Board of Directors are selected from the Class B shareholders or their candidates. In both ordinary and extraordinary General Assembly meetings, each Class A share grants fifteen votes, and each Class B share grants one vote to the shareholders or representatives present at the meeting.
The Board of Directors includes two independent members, and each of the independent members has provided a written declaration regarding their independence.
The management of the company and its representation to the outside is the responsibility of the Board of Directors. The Board of Directors performs the duties assigned to it by the General Assembly, in accordance with the Turkish Commercial Code, the Capital Markets Law, and other relevant regulations. For all documents to be issued and contracts to be valid, they must be signed by the person or persons authorized to bind the company and placed under the company's title. The Chairman of the Board of Directors can represent the company independently and bind the company under its name with signatures made individually. Currently, the members of the Board of Directors do not engage in any actions that could lead to a conflict of interest with the company and do not engage in activities that would involve competing in the same areas of business.
Financial Rights Provided to Board Members and Senior Management
At the Annual General Assembly meeting of our company held on June 3, 2024, it was decided that the Chairman of the Board would receive a net monthly salary of TRY 150,000, Independent Board Members would receive a net monthly salary of TRY 20,000, and the Vice Chairman of the Board and other Board Members would not receive any compensation other than their salaries for their positions in the company.
No other rights or benefits are provided to the Board Members other than the monthly attendance fees determined by the General Assembly decision. No performance-based compensation has been paid to the Board Members. However, transportation, communication, accommodation, and representation expenses incurred by the Board Members in the course of their duties may be covered by the company.
During the period, no personal loans have been granted to any board member through a third party, nor have any guarantees such as surety been provided on their behalf.
Our company aims to adopt a fair compensation policy that supports the retention of competent executives in their field, enhances their high performance, fosters their commitment, motivates them to achieve long-term goals, and aligns with our sustainability strategies.
The total amount paid to Board Members and Senior Executives in terms of salary and similar benefits during the year is TRY 4.946.837. For the purposes of this reporting, personnel at the Director level and above in the company organizational chart are defined as Senior Management.
COMMITTEES
Our company has established several committees to fulfill the duties and responsibilities of the Board of Directors, in accordance with regulations. These committees include the Audit Committee, Corporate Governance Committee, and Early Detection of Risk Committee, all of which operate under the Board of Directors. Additionally, the Nomination Committee and Remuneration Committee, which are required by corporate governance principles, are structured within the Corporate Governance Committee andthe tasks assigned to these committees by regulations are carried out by this Committee.
The general procedures for the activities of these committees, including their duties and working principles, are available on our company's website. The Audit Committee and Corporate Governance Committee meet at least quarterly, four times a year, while the Early Detection of Risk Committee meets bi-monthly.
In line with its commitment to sustainability, Margün Enerji has established a Sustainability Committee in addition to the committees formed under the Capital Markets Board (CMB) regulations. This committee integrates sustainability goals into the company's corporate objectives and places sustainability at the center of all decisions and actions.
There are subcommittees focused on specific targets under these committees, including the Waste Management Subcommittee, Supply Chain Subcommittee, Data Management Subcommittee, Reporting Subcommittee, Environment Subcommittee, Innovation Subcommittee, and Stakeholder Relations Subcommittee, thereby strengthening the governance structure.
These subcommittees report to the CEO and Executive Board, and the CEO and Executive Board report to the Board of Directors. The general procedures for the activities of these committees, including their duties and working principles, are available on our company's website.
a. Audit Committee
The Audit Committee oversees the company's accounting system, the disclosure of its financial information to the public, independent audits, and the functioning and effectiveness of the company's internal control and internal audit systems. The selection of the independent audit firm, the preparation of independent audit agreements, the initiation of the independent audit process, and the monitoring of the audit firm's work at every stage are carried out under the supervision of the Audit Committee. Additionally, the independent audit firm to be engaged by the company and the services to be obtained from these firms are determined by the Audit Committee and submitted to the Board of Directors for approval. The Audit Committee provides its evaluations regarding the compliance and accuracy of the annual and interim financial statements to be disclosed to the public with the accounting principles followed by the company. These evaluations, along with the opinions of the company's responsible managers and independent auditors, are submitted in writing to the Board of Directors.
The members of the Audit Committee consist of two independent members of our Board of Directors. In 2025, Mehmet ARPACI served as the Committee Chairman, and Çiğdem DİLEK served as a Committee Member. The committee held five meetings in the third quarter of 2025.
The Internal Audit unit under the Audit Committee was established in the last quarter of 2022. In 2023 and 2024 internal, audit services were obtained from PwC Independent Audit and Certified Public Accounting Co. (PwC), one of the globally recognized leading consultancy firms, in accordance with international internal audit standards (IIA - The Institute of Internal Auditors). The risk-based and process-oriented internal audit activities cover all financial and non-financial processes within the company. Where necessary, efforts are also made to establish or improve internal control points. Additionally, process consultancy within the framework of ethical principles and, if needed, ethical hotline services can also be provided.
b. The Corporate Governance Committee
The Corporate Governance Committee ensures compliance with corporate governance principles within the company in accordance with capital market regulations and the principles outlined therein. If these principles are not implemented, the Committee identifies the reasons and any conflicts of interest arising from non-compliance. It provides recommendations to the Board of Directors to improve corporate governance practices and oversees the activities of the Investor Relations Department.
Additionally, since the duties of the Remuneration Committee and the Nomination Committee have been structured under the Corporate Governance Committee, these responsibilities are also carried out by the Corporate Governance Committee. In 2025, Çiğdem DİLEK served as the Committee Chair, while Mehmet ARPACI and Eren YANIK served as Committee Members. The committee held two meetings in the third quarter of 2025.
c. The Early Detection of Risk Committee
The Early Detection of Risk Committee is responsible for the early identification of risks that could endanger the company's existence, growth, and continuity, taking necessary measures to address identified risks, and managing these risks. The Committee also reviews the risk management systems at least once a year.
In 2025, Mehmet ARPACI served as the Committee Chair, and Selma DİKMEN served as a Committee Member. The committee held four meetings in the third quarter of 2025.
d. Sustainability Committee
The Sustainability Committee of Margün Enerji was established in 2020 to report to the Board of Directors on the determination of sustainability strategies, policies, and goals, the execution of relevant organizational and financial planning, the monitoring and auditing of sustainability performance, and tasks related to improvement and development.
Our company aims to support sustainability efforts from a Human Resources management perspective and ensure that our sustainability initiatives are managed in a participatory and inclusive manner across the company and its subsidiaries. In 2025, Pınar KARAMAN served as the Committee Chair, and Elçin KÖSE,Yasin OĞUZ and Doğukan ŞİMŞEK served as Committee Members.
Section 3 Shareholders
2.1. Investor Relations Department
The creation of the investor relations department, which facilitates communication between the company and its investors, is mandatory. This department should work directly under the responsibility of the CEO, deputy CEO, or another senior executive with administrative duties. Additionally, it is required that the department prepares and submits a report to the Board of Directors at least once a year regarding its activities.
The Investor Relations Department operates under the Investor Relations Department Head and works in alignment with the Corporate Governance Committee. Special disclosures are made for significant developments during the period. In the first three quarters of 2025, 100 disclosures were made.
The contact information of our employees working in the mentioned department is provided below.
| Name Surname | Position and Date of Assignment |
Phone Number / |
Type of Licence |
|---|---|---|---|
| Yasin OĞUZ | Investor Relations Manager 14.01.2022 |
0312 467 18 36 [email protected] |
Capital Markets Operations Degree 3 License and Corporate Governance Rating License |
| Eren YANIK | Investor Relations Specialist 06.10.2025 |
0312 467 18 36 [email protected] |
Capital Markets Operations Degree 3 License and Corporate Governance Rating License |
The report prepared by the department regarding the activities carried out in 2024 was submitted to the Board of Directors on January 21, 2025.
2.1.1. The responsibilities of the Investor Relations Department
The main responsibilities of the Investor Relations Department based on legislation are as follows:
- Ensuring that the records of correspondence between investors and the company, as well as other information and documents, are maintained in a healthy, secure, and up-to-date manner:
- Responding to written information requests from the company's shareholders regarding the company.
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Preparing the documents that need to be provided to the shareholders for information and review in relation to the General Assembly meeting, and taking the necessary measures to ensure that the General Assembly meeting is held in compliance with relevant regulations, the articles of association, and other internal company regulations;
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Overseeing and monitoring the fulfillment of obligations arising from capital markets regulations, including corporate governance and public disclosure matters;
In addition to these duties, the Investor Relations Department also performs the following activities:
- Responding to inquiries and information requests from investors and analysts via telephone or email, within the limits allowed by legal regulations; holding one-on-one meetings with investors and analysts or participating in conferences and meetings organized on this matter.
- Monitoring and overseeing all matters related to public disclosure regulations, and in this context, preparing and sending the necessary special situation disclosures to the Public Disclosure Platform:
- Obtaining the financial and operational data required for research reports to be prepared by analysts, within the scope of previously disclosed public information and ensuring that the data is not confidential; ensuring that the research reports are prepared based on complete, accurate, and up-to-date information; reviewing and monitoring the analyst reports prepared in this contex;
- In accordance with the regulations regarding the public disclosure of special situations, preparing a list of individuals with access to inside information and ensuring the list remains up to date;
- Monitoring the information included in the Central Securities Depository's electronic system.
2.2. The Use of Shareholders' Right to Information
Any information requests received by the Investor Relations Department are answered diligently, without discrimination between investors, based on the principle of equality, as long as the information is not considered a trade secret or has not yet been disclosed to the public. In the first quarter of 2025, 45 institutional and individual investors had their verbal or written inquiries addressed.
In addition, all relevant data for investors to be fully, accurately, and up-to-date informed is available in both English and Turkish through the "Investor Relations" section on our company's website (www.margun.com.tr)
During the period, no information or disclosures were made on our company's website that could affect the exercise of shareholders' rights. Since the right to request the appointment of a special auditor is regulated by legal legislation, there is no provision in our company's Articles of Association regarding the request for the appointment of a special auditor.
2.3. General Assembly Meetings
The financial reports for our company's 2024 activities were announced on APril, 28 2025. The Annual Ordinary General Assembly Meeting was held on May 21, 2025, at 11:00 AM at Kızılırmak Mah. 1450 Sok. ATM Plaza B Blok Kat:14 No:1/68 Çankaya, Ankara.
The meeting agenda, detailed explanations of the items on the agenda, the information document, the annual activity report, financial statements and reports, profit distribution proposal, and proxy sample were made available for shareholders' review at least three weeks before the General Assembly date. These documents were accessible at the company's headquarters, the Information Society Services page, the Central Securities Depository's e-General Assembly system, and on our website (www.margunenerji.com.tr)
The invitation to the meeting, including the proxy form and agenda, was published in the Turkish Trade Registry Gazette in accordance with the law and the provisions of the Articles of Association, within the specified time frame. Our Ordinary General Assembly meeting was held with a quorum of 84.79%, with a total of 999.474.137 shares participating, including those attending electronically, out of 1,180,000,000 shares corresponding to our company's total capital of TRY 1,180,000,000.
No other stakeholders or media representatives participated in the meeting, aside from the shareholders.
In accordance with the Capital Markets Legislation, a separate agenda item was added to inform shareholders about the total donations and aids made in 2024, amounting to TRY 4.287.856 and the beneficiaries of these donations.
During the General Assembly meeting, shareholders were given the opportunity to express their thoughts and ask questions. However, the shareholders who attended the meeting did not have any questions for the management.
No proposals were made by the shareholders during the General Assembly meeting. The meeting agenda, attendance list, and meeting minutes can be obtained from our company headquarters, and these documents are also available on our website (www.margunenerji.com.tr)
2.4. Voting Rights and Minority Rights
2.4.1. Voting Rights
There are two group of shares representing the capital; Class A and Class B. Class A shares are registered, while Class B shares are bearer shares.
In accordance with Article 10 of our company's Articles of Association, each Class A share has fifteen votes, and each Class B share has one vote. However, pursuant to Article 479/3 of the Turkish Commercial Code, voting privileges cannot be used in the following decisions:
- Amendment of Articles of Association.
- Selection of Auditors.
- Approval of discharge and initiation of liability lawsuits.
2.4.2. Minority Rights
Our company's Articles of Association do not contain any provision regarding the representation of minority shareholders in the management or the use of cumulative voting.
In accordance with the provisions of the Turkish Commercial Code (TCC), shareholders holding at least 5% of the company's capital have the right to request the Board of Directors to convene a General Assembly meeting, specifying the reasons and agenda in writing, or to include topics they wish to be resolved in the agenda. The 5% minority shareholders who request the General Assembly meeting have the right to seek authorization from the court if necessary.
2.5. Dividend Rights
Our company's profit distribution decisions are determined in accordance with the Turkish Commercial Code (TCC), Capital Markets Legislation, Capital Markets Board (CMB) Regulations and Decisions, Tax Laws, relevant other legal provisions, and the Articles of Association of our company. Our "Profit Distribution Policy" can be accessed on our website (www.margun.com.tr)
Section 4 Sustainability Principles Compliance Framework
Margün Enerji reports annually on its sustainability performance and the progress made alongside its stakeholders. Since 2021, the company has also been conducting ESG reporting on the LSEG platform. By integrating ESG criteria into all corporate policies and processes, Margün Enerji aims to ensure that every corporate decision and action aligns with sustainability goals. As a result, the company has achieved the highest ESG scores in the Renewable Energy Industry Group ranking on the LSEG Platform and, following the 2023 evaluations, holds an "A" score, placing it on the BIST Sustainability Index.
In addition to the Sustainability Committee established in 2020, Margün Enerji strengthened its management systems in 2023 by forming sub-committees focusing on waste management, supply chain, data management, reporting, environment, innovation, occupational health and safety. These sub-committees report to the CEO and the Board of Directors, working closely to monitor and implement sustainability goals and strategies.
Our company complies with all of the 56 principles of the Capital Markets Board (CMB ) that are not yet mandatory but must be reported under the "Comply or Explain" principle, except for the six principles listed below (the numbering at the beginning of the paragraphs refers to the relevant provisions of the CMB Sustainability Principles):
- -A2.3 Work is ongoing to determine the Environmental, Social, and Corporate Governance (ESG) Key Performance Indicators (KPIs) and to disclose them in a comparative manner on an annual basis. However, they have not yet been disclosed.
- -A4.1 The verification of Key Performance Measurements by an independent third party will be conducted as part of the 2024 Sustainability Report activities.
- -B4 Work is ongoing to identify the environmental targets included in the performance incentive systems for stakeholders (such as board members, executives, and employees) and to disclose these targets to the public.
- -B15 Efforts are ongoing to reduce greenhouse gas emissions from third parties.
- -C1.5 Efforts are ongoing to establish mechanisms for resolving employee complaints and disputes.
- -D1 Efforts are ongoing to consult stakeholders' opinions in the determination of measures and strategies in the field of sustainability.
Stage 5 Legal Disclaimers
a. The information about lawsuits filed against the company and potential outcomes that may affect the company's financial condition and operations.
None.
b. Regulatory changes that may significantly affect the company's operations.
There has been no regulatory change that could significantly affect operations during the year.
c. Management and operational changes within our company and Subsidiaries that could significantly affect company decision.
There are no management and operational changes that could significantly affect our operations. Relevant material disclosures made by our company under the applicable regulations can be accessed at http://www.kap.gov.tr.
d. Conficts of interest betweeen the company and institutions providing services such as investment consultancy and rating.
There is no conflict of interest between the institutions and our company.
e. Information Regarding Shareholders' Request to include Items on the Agenda
No requests have been made by any shareholder to add items to the agenda of the General Assembly.
f. The company's research and development activities
The trade name of our subsidiary, founded by Margün Enerji on December 10, 2021, and operating to develop digital energy solutions, has been changed from "Enerji Teknolojileri Yazılım A.Ş." to "Ensoft Teknoloji Geliştirme ve Ar-Ge A.Ş.". In line with its new name and expanded field of activity, the company's R&D Center application submitted to the Republic of Türkiye Ministry of Industry and Technology was approved on August 7, 2025.
Within this scope:
To meet the increasing need for complex data analysis and process management in the growing number of solar power plants, a project titled "AI-Based Solar Power Plant Management Platform" has been developed.
The project encompasses data analytics, SCADA integration, machine learning algorithms, digital twin technology, and cloud-based platform development.
The project's innovative aspects include high-accuracy generation forecasting, predictive maintenance, real-time optimization, and cost reduction.
Expected benefits include increased operational efficiency, reduced maintenance costs, development of domestic software, and*the promotion of renewable energy utilization.
In addition, a project titled "Design and Development of an Integrated ERP System for the Renewable Energy Sector" has been prepared, aiming to develop a sector-specific ERP solution that enables renewable energy companies to manage their operational processes in an integrated manner.
This project aims to address the lack of integration between current ERP systems and energy generation data, SCADA*and IoT sensors; improve asset and maintenance management efficiency; digitalize inventory and supply chain processes; and develop specialized modules for regulatory compliance, reporting, and sustainability tracking.
Taking into account the increasing customer requirements in the renewable energy sector, the growing demand from investors for energy efficiency, and the inadequacy of existing monitoring systems, a project titled "Development of an IoT-Based Photovoltaic (PV) Monitoring and Predictive Maintenance System" has been developed.
The project aims to detect in real time the negative effects of environmental factors such as dust, dirt, temperature, and shading on panel efficiency, to achieve optimization through artificial intelligence-based predictive maintenance algorithms, and to develop a scalable IoT-based PV monitoring solution adapted to local conditions
Planned studies include the examination of IoT-based PV monitoring systems and related standards, analysis of sensor types and communication protocols, development of hardware prototypes, panel performance simulations and algorithm validation, development of a cloud-based data collection and visualization platform, and creation of a machine learning-based maintenance recommendation system
The innovative aspects of the project include real-time monitoring of solar panel efficiency losses with artificial intelligence-based maintenance recommendations, dynamic optimization by combining environmental sensor and panel data, and targeting a 10–15 percent increase in energy generation along with a 20 percent reduction in maintenance costs compared to existing systems
Expected outputs include an increase in photovoltaic energy generation efficiency, strengthening of national know-how in IoT-based monitoring, development of university–industry collaboration, potential for patent and license revenues, the expansion of renewable energy use, and contribution to local production
In line with the stated objectives and scope, the mentioned projects have been submitted to the authorized institution as R&D Projects
g. Information regarding amendments of made to the Articles of Association during the period.
Within the registered capital ceiling of TL 3,000,000,000, our Company has resolved to increase its issued capital from TL 260,000,000 to TL 1,820,000,000. Of the TL 1,560,000,000 subject to the increase, TL 991,840,910.38 has been covered from Retained Earnings, TL 73,047,193.13 from Share Premiums, and TL 495,111,896.49 from Positive Capital Adjustment Differences.
Within this scope, in order to obtain approval for the issuance certificate regarding Group A shares with a nominal value of TL 97,500,000 and Group B shares with a nominal value of TL 1,462,500,000, and to receive a favorable opinion for the amendment of Article 6 titled "Capital" of the Articles of Association, an application was submitted to the Capital Markets Board on May 22, 2025. The application was approved by the Capital Markets Board and announced in the CMB Bulletin No. 2025/43, dated August 7, 2025.
Our Company's bonus capital increase transaction was registered on August 18, 2025, and announced in the Turkish Trade Registry Gazette No. 11395 of the same date.
h. The company's sources of financing and, if applicable, the nature of any capital market instruments issued.
None.
i. Developments in investments, the status of benefiting from incentives and the extent to which they have been utilized.
None.
j. Information regarding donations made during the period
The donations and aids made in 2025 amount to TRY 8.619.608.
k. Information regarding transactions carried out by the members of the management body on behalf of themselves or others, and activities falling within the scope of the non-compete clause, in accordance with the authorization granted by the company's general assembly.hakkında
In accordance with the Corporate Governance Principles of the Capital Markets Board (CMB) and Articles 395 and 396 of the Turkish Commercial Code (TCC), the shareholders with management control, shareholder members of the Board of Directors, senior executives, and their spouses and close relatives up to the third degree were granted permission to engage in transactions that may cause a conflict of interest with the Company or its subsidiaries, engage in competitive activities, conduct transactions on behalf of themselves or others with the Company, and engage in activities that fall under the scope of the Company's business either personally or on behalf of others. This permission was granted unanimously by the participants at the Ordinary General Assembly meeting, in line with TCC Articles 395 and 396 and CMB regulations. On the other hand, none of our Board members are engaged in any activity that would compete with our Company, either personally or as partners.
l. Significant Events Occurring After the End of the Fiscal Period That May Affect the Rights of Shareholders, Creditors, and Other Relevant Parties
Acquisition of Geothermal Resource Licenses and Investment Planning
In line with its goal to expand investments in the renewable energy sector, Margün Enerji Üretim Sanayi ve Ticaret A.Ş. has signed, as of October 27, 2025, an agreement between a Türkiye-based company and Bosphorus Yenilenebilir Enerji A.Ş., a wholly owned subsidiary of our Company, for the acquisition of nine Geothermal Resource Licenses located in the Denizli and Manisa provinces, with a total installed capacity potential of 505 MWm. As a result of this agreement, a project company will be established as a subsidiary, and these investments will be carried out through the new entity.
Acquisition of Geothermal Resource Licenses and Investment Planning
In line with its goal to expand investments in the renewable energy sector, Margün Enerji Üretim Sanayi ve Ticaret A.Ş. has signed, as of October 27, 2025, an agreement between a Türkiye-based company and Bosphorus Yenilenebilir Enerji A.Ş., a wholly owned subsidiary of our Company, for the acquisition of nine Geothermal Resource Licenses located in the Denizli and Manisa provinces, with a total installed capacity potential of 505 MWm. As a result of this agreement, a project company will be established as a subsidiary, and these investments will be carried out through the new entity.
Upon realization of the investments and achievement of the potential capacity, it is expected that the Geothermal Power Plants with a total installed capacity of 505 MWm will generate approximately 3,863,250,000 kWh of gross annual production. If these plants are commissioned by December 31, 2030, the electricity generated by each plant will be sold under the feed-in tariff guaranteed by Law No. 5346 on the Utilization of Renewable Energy Resources, at a rate of 10.50 USD cents/kWh for 5 years from the commissioning date.
From the electricity generation of these plants alone, an annual total sales revenue of approximately USD 405,000,000 (TRY 16,946,293,500) and an EBITDA of approximately USD 324,000,000 (TRY 13,557,034,800) are projected.
Upon reaching full capacity potential, the total investment cost of the power plants is expected to reach approximately USD 1,500,000,000 (One Billion Five Hundred Million US Dollars).
In addition, within the scope of these investments, a structure will be established to enable the creation of additional revenue streams, including the extraction and commercialization of carbon dioxide gas obtained from geothermal fluid, the recovery of valuable metals, the development of greenhouse (agricultural) operations, and the production of minerals used in battery manufacturing.
Our Company, together with its subsidiaries, currently operates 92 solar, 2 geothermal, 4 hydroelectric, and 5 wind power plants, with a total installed capacity of 330.07 MWm. Upon realization of the geothermal investments and achievement of the potential capacity, the Company's total installed capacity, including subsidiaries, is expected to increase by approximately 153%, reaching 835.07 MWm.
With this investment, our Company aims to become the company with the highest installed capacity in the geothermal energy sector in Türkiye.
Application to the Capital Markets Board (CMB) for the Issuance of a Green/Sustainability-Themed Capital Markets Instrument Abroad
Pursuant to the authority granted to the Board of Directors under Article 20 of the Company's Articles of Association, and in accordance with the Capital Markets Legislation, the Board of Directors, at its meeting held on 30.10.2025, has resolved to issue, without being offered for sale domestically but to be sold abroad, a Green/Sustainability-Themed Capital Markets Instrument (Sustainability-Themed Bond / Green Bond) up to a total amount of USD 350,000,000 (Three Hundred Fifty Million United States Dollars) or its equivalent in other foreign currencies. The bonds may be issued in various tranches and maturities, with fixed and/or variable interest rates, to be determined based on the market conditions at the time of issuance. The proceeds from this issuance are planned to be used primarily for the financing of geothermal energy investments announced in our Public Disclosure dated 27.10.2025, as well as other sustainability-themed and similar investments.
m. The partnership has made public the information on which of the United Nations (UN) 2030 Sustainable Development Goals (SDGs) its operations are related to.
Dividend Distribution Policy
In accordance with the provisions of the Company's Articles of Association and relevant regulations, a balanced and consistent policy is followed regarding the distribution of dividends, ensuring the interests of the Company and its shareholders are aligned.
Considering the Company's funding requirements, cash flow, profitability, cash position, investment and financing plans, as well as developments and expectations in market and economic conditions, it is aimed to distribute the net profit available for distribution for each fiscal period in cash and/or as bonus shares in accordance with the relevant regulations. This ratio is reviewed by the Board of Directors based on national and global conditions, the Company's medium- and long-term growth and investment strategies, and cash requirements.
The decision on dividend distribution, as well as the method and timing of distribution, is made by the General Assembly based on the proposal of the Board of Directors. Dividend distribution transactions commence on the date determined by the General Assembly, provided that they begin no later than the end of the fiscal period in which the General Assembly meeting approving the distribution takes place.
Dividends are distributed equally to all existing shares as of the distribution date, in proportion to their ownership, regardless of their issuance or acquisition dates. Subject to a resolution passed at the General Assembly meeting where the dividend distribution is approved, payments may be made in equal or varying installments. According to the provisions of the Articles of Association, a dividend distribution decision made by the General Assembly cannot be revoked.
If the Board of Directors proposes not to distribute dividends, the reasons for this decision and information regarding the use of the undistributed profit will be included in the agenda item related to dividend distribution.
Additionally, the Company may distribute dividend advances in accordance with the Turkish Commercial Code (Law No. 6102) and capital markets regulations.
CONTACT
- +90 (312) 467 18 33
- [email protected]
- margunenerji.com.tr
- Kızılırmak Mahallesi, 1450 Sokak ATM Plaza, No: 1 / 67 Blok, Kat: 14 Çukurambar / Çankaya
- +90 (212) 211 06 00
- [email protected]
- margunenerji.com.tr
- Zorlu Center Levazım Mah. Vadi Cad. No: 2 T1 No:144 Beşiktaş / İstanbul / Türkiye