ÇATES ELEKTRİK ÜRETİM A.Ş. — Proxy Solicitation & Information Statement 2026

Mar 3, 2026

CATALAGZI TERMIK SANTRALI

Cates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak

T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr

Fatura adresi: Şahinler Mah. Şahinler Kümeler Epler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

Muğla Trade Registry Directorate
Commercial Registry Number: 8907

FROM THE BOARD OF DIRECTORS OF ÇATES

ELEKTRİK ÜRETİM ANONİM ŞİRKETİ,
INVITATION TO THE ORDINARY GENERAL ASSEMBLY
MEETING REGARDING THE YEAR 2025 TO BE HELD ON MARCH 25, 2026

In accordance with our Board of Directors' resolution dated March 3, 2026, and numbered 2026/10; the Ordinary General Assembly Meeting of our Company for the year 2025 shall be held on Wednesday, March 25, 2026, at 11:00, at the address of Adalet Mahallesi, Hasan Gönüllü Bulvarı No.15/1 Merkezefendi, DENİZLİ, in order to discuss and resolve the matters set forth in the agenda (ANNEX-1) below, pursuant to Article 15, paragraph (c) of the Company's Articles of Association.

In accordance with the matters to be discussed at the Ordinary General Assembly Meeting of our Company for the year 2025; the meeting agenda, the 2025 annual report and affiliation report, the independent audit report, the principles regarding related party transactions, the 2025 statement of financial position, the profit and loss account, the Information Policy document, and the detailed Information Document including the necessary explanations for compliance with this Agenda and the Capital Markets Board regulations, along with its annexes, will be made available for the review of Esteemed Shareholders within the legal period, three weeks prior to the meeting, at the Company's headquarters located at Şahinler Mah. Şahinler Kümeler Epler Yatağan Termik San. No: 259 İç Kapı No: 1 Yatağan, Muğla, on the corporate website at www.cates.com.tr, and on the Electronic General Assembly System ("e-GKS") provided by Central Securities Depository ("MKK").

In accordance with Article 30 of the Capital Markets Law, the list of attendees is prepared by our Company's Board of Directors based on the shareholders' list provided by the Central Securities Depository (MKK); only shareholders whose names appear on this list may attend the General Assembly. Pursuant to Article 415 of the Turkish Commercial Code, shareholders whose names are included in the list of attendees prepared by the board of directors may participate in the general assembly meeting. In the preparation of the list of attendees, the "Shareholders' List" provided by the Central Securities Depository as of 23:59 one day prior to the general assembly date is taken as the basis for shares monitored in book-entry form. Shareholders included in this list may attend the general assembly meeting to be held at the address specified above either in person or through their representatives, or if they so prefer, they may participate in the general assembly electronically via "e-GKS" using their secure electronic signatures, either in person or through their representatives.

Shareholders may authorize their representatives by using "e-GKS" or, within the framework of the provisions of the Capital Markets Board's Communiqué No. II-30.1 on "Voting by Proxy and Proxy Solicitation," they may be represented at the meeting by filling out the proxy form (ANNEX-2) provided below or obtained from our Company Headquarters or the corporate website at www.cates.com.tr, and by submitting their notarized proxy forms or by attaching their notarized signature circulars to the proxy form bearing their own signatures.

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CATALAGZI TERMIK SANTRALI

Cates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak

T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr

Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

To attend the General Assembly Meeting to be held physically,

• Individual shareholders shall present their identification documents,
• Legal entity shareholders shall present the identification documents of the persons authorized to represent and bind the legal entity, along with their authorization documents,
• Representatives of individuals and legal entities shall present their identification documents along with their representative documents,
• Representatives authorized via the "e-GKS" system shall present their identification documents.

Shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assembly Meetings to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, and numbered 28395, and the "Communiqué on the Electronic General Assembly System to be Applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated August 29, 2012, and numbered 28396. Otherwise, their participation in the meeting will not be possible.

The shareholders who will attend the general assembly electronically via "e-GKS" are kindly requested to obtain information regarding the procedures and principles for participation, appointment of representatives, making proposals, expressing opinions, and voting from the "MKK" website at www.mkk.com.tr.

At the Ordinary General Assembly Meeting, an open voting method by a show of hands will be used, without prejudice to the provisions for electronic voting regarding the agenda items.

Pursuant to the Personal Data Protection Law No. 6698, detailed information regarding the processing of your personal data by our Company can be accessed from the "Personal Data Protection Policy" shared with the public on corporate website at www.cates.com.tr.

In accordance with the Capital Markets Law, no additional notification via registered mail will be sent to Shareholders for registered shares traded on the stock exchange.

Kindly submitted to the attention of Esteemed Shareholders.

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CATALAGZI TERMIK SANTRALI

Cates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak

T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr

Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

ANNEX -1

AGENDA OF THE ORDINARY GENERAL ASSEMBLY

MEETING OF ÇATES ELEKTRİK ÜRETİM ANONİM

ŞİRKETİ FOR THE YEAR 2025 TO BE HELD ON MARCH 25, 2026, AT 11:00 AM

1. Opening and election of the Meeting Chairmanship, and authorizing the Meeting Chairmanship to sign the minutes of the meeting,
2. Reading, discussion, and approval of the 2025 Annual Report prepared by the Company's Board of Directors,
3. Reading, discussion, and approval of the 2025 Affiliation Report prepared by the Company's Board of Directors,
4. Reading of the Independent Audit Report for the 2025 fiscal year,
5. Reading, discussion, and approval of the Financial Statements for the 2025 fiscal year,
6. Resolving the proposal of the Company's Board of Directors regarding the profit/loss for the 2025 fiscal year,
7. Informing the shareholders about the transactions conducted with related parties in 2025,
8. Election of the Independent Auditor for the 2026 fiscal year,
9. Discussion and resolution on the individual acquittal (discharge) of the members of the Board of Directors regarding the 2025 fiscal year,
10. Informing about the transactions conducted in 2025 by the persons mentioned in principle no. 1.3.6 of the Corporate Governance Principles annexed to the Capital Markets Board's Communiqué on Corporate Governance (II-17.1),
11. Granting permission to the Members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code,
12. Informing and approval of the payments made to the Board Members and Senior Executives,
13. Determination of the rights of the Board Members such as salaries, attendance fees, bonuses, and premiums,
14. Informing about the donations and aids made within the 2025 fiscal year,
15. Discussion and resolution on determining the upper limit for donations and aids to be made in 2026,
16. Informing about the guarantees, pledges, mortgages, and sureties (GPMs) granted by the Company in favor of third parties and the income or benefits obtained therefrom during the 2025 fiscal year, pursuant to Capital Markets Board regulations,
17. Submission for approval of the election of the Sustainability Auditor for the 2025 fiscal year in accordance with the Board of Directors' resolution dated 19.12.2025 and numbered 2025/27,
18. Submission for approval of the election of the Sustainability Auditor for the 2026 fiscal year in accordance with the Board of Directors' resolution dated 03.03.2026 and numbered 2026/08,

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ÇATALAĞZI TERMİK SANTRALI

Çates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak
T: +90 372 264 30 50
F: +90 372 264 24 21
E: catestermik@cates.com.tr
W: www.cates.com.tr
Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

1. Reading, discussion, and approval of the Information Policy adopted by the resolution dated 15.02.2023 and numbered 2023/13,
2. Wishes, recommendations, and adjournment.

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CATALAGZI TERMIK SANTRALI

Çates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak
T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr
Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

ANNEX-2

POWER OF ATTORNEY

I hereby appoint ____, whose details are provided below, as my proxy authorized to represent me, to vote, to make proposals, and to sign the necessary documents in accordance with the opinions stated below at the Ordinary General Assembly Meeting of Çates Elektrik Üretim A.Ş. for the year 2025, to be held on Wednesday, March 25, 2026, at 11:00, at the address of Adalet Mahallesi Hasan Gönüllü Bulvarı No. 15/1 Merkezefendi, Denizli.

Proxy Holder's(*);

Name Surname/Trade Name:

T.R. Identity No/Tax ID No, Trade Registry and Number, and MERSIS Number:

(*)For foreign proxies, it is mandatory to submit equivalents of the aforementioned information, if any.

A) SCOPE OF THE REPRESENTATIVE AUTHORITY

The scope of the representative authority must be determined by selecting one of the options (a), (b), or (c) for sections 1 and 2 provided below.

1. Regarding the Matters Included in the General Assembly Agenda;

a) The proxy is authorized to vote in accordance with their own opinion.
b) The proxy is authorized to vote in accordance with the proposals of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.

Instructions:

In the event that option (c) is selected by the shareholder, instructions specific to a certain agenda item shall be given by checking one of the options (accept or reject) provided across the relevant general assembly agenda item, and in case the "reject" option is selected, by stating the dissenting opinion (if any) requested to be recorded in the minutes of the general assembly meeting.

Agenda Items (*)	Accept	Reject	Dissenting Opinion
1. Opening and election of the Meeting Chairmanship, and authorizing the Meeting Chairmanship to sign the minutes of the meeting,
2. Reading, discussion, and approval of the 2025 Annual Report prepared by the Company's Board of Directors,
3. Reading, discussion, and approval of the 2025 Affiliation Report prepared by the Company's Board of Directors,

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CATALAGZI TERMIK SANTRALI

Cates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzi/Zonguldak
T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr
Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

4. Reading of the Independent Audit Report for the 2025 fiscal year,
5. Reading, discussion, and approval of the Financial Statements for the 2025 fiscal year,
6. Resolving the proposal of the Company's Board of Directors regarding the profit/loss for the 2025 fiscal year,
7. Informing about the transactions conducted with related parties in 2025,
8. Election of the Independent Auditor for the 2026 fiscal year,
9. Discussion and resolution on the individual acquittal (discharge) of the members of the Board of Directors regarding the 2025 fiscal year,
10. Informing about the transactions conducted in 2025 by the persons mentioned in principle no. 1.3.6 of the Corporate Governance Principles annexed to the Capital Markets Board's Communiqué on Corporate Governance (II-17.1),
11. Granting permission to the Members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code,
12. Informing and approval of the payments made to the Board Members and Senior Executives,
13. Determination of the rights of the Board Members such as salaries, attendance fees, bonuses, and premiums,
14. Informing about the donations and aids made within the 2025 fiscal year,
15. Discussion and resolution on determining the upper limit for donations and aids to be made in 2026,
16. Informing about the guarantees, pledges, mortgages, and sureties (GPMs) granted by the Company in favor of third parties and the income or benefits obtained therefrom during the 2025 fiscal year, pursuant to Capital Markets Board regulations,
17. Submission for approval of the election of the Sustainability Auditor for the 2025 fiscal year in accordance with the Board of Directors' resolution dated 19.12.2025 and numbered 2025/27,
18. Submission for approval of the election of the Sustainability Auditor for the 2026 fiscal year in accordance with the Board of Directors' resolution dated 03.03.2026 and numbered 2026/08,

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CATALAGZI TERMIK SANTRALI

Çates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak
T: +90 372 264 30 50 F: +90 372 264 24 21
E: catestermik@cates.com.tr W: www.cates.com.tr
Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

19. Reading, discussion, and approval of the Information Policy adopted by the resolution dated 15.02.2023 and numbered 2023/13,
20. Wishes, recommendations, and adjournment.

(*) Items included in the General Assembly agenda shall be listed one by one. If the minority has a separate draft resolution, this shall also be specified separately to ensure voting by proxy.

1. Special instructions regarding other matters that may arise during the General Assembly meeting and especially regarding the exercise of minority rights:

a) The proxy is authorized to vote in accordance with their own opinion.
b) The proxy is not authorized to represent the shareholder in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; (If any, special instructions to be given to the proxy by the shareholder are specified here.)

B) The shareholder specifies the shares they wish to be represented by the proxy by selecting one of the options below.

1. I approve the representation of my shares, the details of which are specified below, by the proxy.

a) Series and group: *
b) Number/Group: **
c) Quantity-Nominal value:
ç) Whether it has voting privileges or not:
d) Bearer or Registered shares: **
e) Ratio to the total shares/voting rights held by the shareholder:

*This information is not requested for shares monitored in book-entry form.

**For shares monitored in book-entry form, information regarding the group (if any) shall be provided instead of the number.

1. I approve the representation by the proxy of all my shares included in the list of shareholders who can attend the General Assembly, prepared by the Central Registry Agency (MKK) one day before the date of the General Assembly meeting.

NAME SURNAME or TRADE NAME OF THE SHAREHOLDER (*)

T.R. Identity No/Tax ID No, Trade Registry and Number, and MERSIS Number:

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ÇATALAĞZI TERMİK SANTRALI

Çates Elektrik Üretim A.Ş.
Santraller Mevkii Tayfun Açıl Cd. Çatalagzı/Zonguldak
T: +90 372 264 30 50
F: +90 372 264 24 21
E: catestermik@cates.com.tr
W: www.cates.com.tr
Fatura adresi: Şahinler Mah. Şahinler Küme Evler
Yatağan Termik San.No:259 İç Kapi No :1
Yatağan/Muğla

Address:

(*) For foreign shareholders, it is mandatory to submit equivalents of the aforementioned information, if any.