ENERJİSA ENERJİ A.Ş. — Proxy Solicitation & Information Statement 2026

Mar 25, 2026

ENERJİSA ENERJİ A.Ş. INFORMATION DOCUMENT REGARDING THE 2025 ORDINARY GENERAL ASSEMBLY MEETING DATED MARCH 25, 2026

Our Company's 2025 General Assembly Meeting will be held to discuss the agenda below on March 25, 2026, Wednesday, at 10:00 at the address of SABANCI CENTER, 4. LEVENT 34330 BEŞİKTAŞ, İSTANBUL.

Our shareholders, whose shares are monitored by the Central Registry Agency in dematerialized form and who have the right to participate the general assembly meeting, may attend the meeting at the above-mentioned address in person or through representatives or they may prefer to attend the meeting electronically in person or through representatives by using their secure electronic signature through the Electronics General Assembly System provided by the Central Registry Agency.

Shareholders can authorize their representatives by using Electronic General Assembly System or filling the below proxy form or the proxy form which is available at the Company headquarters and our Company's website's Investor Relations page addressed http://www.enerjisa.com.tr and notarizing their signature in line with provisions of the Capital Markets Board Communiqué on Voting by Proxy and Proxy Solicitation numbered II-30.1. Shareholders may also represent themselves through submitting signed proxy form with notarized signature circular of the shareholders.

For attending physical General Assembly Meeting;

• Real person shareholders should submit their ID card,
• Legal person shareholders should submit their representatives' ID card and authorization documents,
• Real and legal person's representatives should submit their ID card and representation documents,
• Representatives authorized through the Electronic General Assembly System should submit ID card and should sign the List of Attendants.

Our shareholders, who attend the meeting electronically through the Electronic General Assembly System, can get information regarding procedures and principles of participation, authorization of representatives, making proposals, explanations and voting from the Central Registry Agency web site http://www.mkk.com.tr.

Our shareholders and their representatives, who attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Joint Stock Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Joint Stock Company" published on the Official Gazette dated 29 August 2012 and numbered 28396.

The Financial Statements, Profit Distribution Proposal, Independent Audit Report, The Board of Directors' Activity Report, 2024 and 2025 Sustainability Reports prepared in compliance with TSRS, and Amendment Draft of Articles of Association are made available for the shareholders examination at the Electronic General Assembly System section of the Central Registry Agency web-site, at the Investors Relation section of the Company web-site addressed http://www.enerjisa.com.tr, at the below address of our Company's headquarters at least twenty-one days before the General Assembly meeting.

Our Shareholders are requested with respect to honor the meeting on specified day and time.

ENERJİSA ENERJİ A.Ş.
CHAIR OF THE BOARD

Address of the Company Headquarters:
Barbaros Mah. Begonya Sok. Nida Kule No: 1/1 Batı Ataşehir/İstanbul
Tel: 0216 579 05 79 Fax: 0216 579 05 30 Web: www.enerjisa.com.tr

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ENERJİSA ENERJİ A.Ş.
AGENDA FOR THE 2025 ORDINARY GENERAL ASSEMBLY MEETING
TO BE HELD ON MARCH 25, 2026, AT 10:00

1) Opening and formation of the Meeting Council,
2) Reading and discussion of the 2025 Activity Report of the Board of Directors,
3) Reading the 2025 Independent Auditor's Reports,
4) Reading, discussion and approval of the 2024 and 2025 Sustainability Reports prepared in compliance with TSRS (Turkish Sustainability Reporting Standards),
5) Reading, discussion and approval of the 2025 Financial Statements,
6) Presenting the members of the Board of Directors, who were appointed during the current year due to the occurrence of the absence in the Board of Directors' membership to serve for the remaining period, for the approval of the General Assembly,
7) Release of the members of the Board of Directors with regard to the 2025 activities,
8) Discussion and approval of the amendment to be made on the Dividend Policy,
9) Determination of the usage of the 2025 profit, dividend and dividend per share to be distributed,
10) Determination of the salaries, attendance fees, bonus, premium and similar rights to be paid to the members of the Board of Directors,
11) Election of the auditor,
12) Discussion and approval of the amendment to be made on the Article 7 with the "Capital and Shares" title of the Articles of Association,
13) Approval of the granting authority to the Board of Directors to decide on the distribution of dividend advances for the fiscal year 2026,
14) Informing the General Assembly regarding the amendment made on the Disclosure Policy,
15) Informing the General Assembly regarding the donations and grants made by the Company in 2025,
16) Determination of an upper limit for donations to be made in 2026,
17) Providing information to the General Assembly regarding the transactions, if any, carried out within the scope of Corporate Governance Principle numbered 1.3.6. by shareholders having management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to the second degree,
18) Granting permission to the members of the Board of Directors for the activities under the Articles 395 and 396 of the Turkish Commercial Code,
19) Wishes and requests.

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PROXY FORM

ENERJISA ENERJI ANONIM ŞİRKETİ

We hereby appoint ... introduced as detailed below as our proxy authorized to represent, to vote, to make proposals and to sign the required papers in line with the views we express below at 2025 Ordinary General Assembly of Enerjisa Enerji A.Ş. that will convene on March 25, 2026, Wednesday at 10:00 at the address of SABANCI CENTER, 4. LEVENT 34330 BEŞİKTAŞ, İSTANBUL.

The Attorney's (*);
Name Surname / Trade Name
TR ID Number/ Tax ID Number, Trade
Register and Number and MERSİS
Number

(*) Foreign shareholders should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATION

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. Regarding the agenda items of General Assembly;
   a) The attorney is authorized to vote according to his/her opinion.
   b) The attorney is authorized to vote on proposals of the attorney partnership management.
   c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

	Agenda Items (*)	Accept	Reject	Dissenting Opinion
1.	Opening and formation of the Meeting Council
2.	Reading and discussion of the 2025 Activity Report of the Board of Directors
3.	Reading the 2025 Independent Auditor's Reports
4.	Reading, discussion and approval of the 2024 and 2025 Sustainability Reports prepared in compliance with TSRS (Turkish Sustainability Reporting Standards)
5.	Reading, discussion and approval of the 2025 Financial Statements
6.	Presenting the members of the Board of Directors, who were appointed during the current year due to the occurrence of the absence in the Board of Directors' membership to serve for the remaining period, for the approval of the General Assembly
7.	Release of the members of the Board of Directors with regard to the 2025 activities
8.	Discussion and approval of the amendment to be made on the Dividend Policy
9.	Determination of the usage of the 2025 profit, dividend and dividend per share to be distributed
10.	Determination of the salaries, attendance fees, bonus, premium and similar rights to be paid to the members of the Board of Directors
11.	Election of the auditor
12.	Discussion and approval of the amendment to be made on the Article 7 with the "Capital and Shares" title of the Articles of Association
13.	Approval of the granting authority to the Board of Directors to decide on the distribution of dividend advances for the fiscal year 2026

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14.	Informing the General Assembly regarding the amendment made on the Disclosure Policy	INFORMATION ITEM
15.	Informing the General Assembly regarding the donations and grants made by the Company in 2025	INFORMATION ITEM
16.	Determination of an upper limit for donations to be made in 2026
17.	Providing information to the General Assembly regarding the transactions, if any, carried out within the scope of Corporate Governance Principle numbered 1.3.6. by shareholders having management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to the second degree	INFORMATION ITEM
18.	Granting permission to the members of the Board of Directors for the activities under the Articles 395 and 396 of the Turkish Commercial Code
19.	Wishes and requests	INFORMATION ITEM

1. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is not authorized to vote on these matters.
c) The attorney is authorized to vote for the items in accordance with the special instruction.

Special Instruction:

The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as below

a) Order and Serial ():
b) Number/Group ():
c) Amount-Nominal Value :
ç) Privilege on Vote or not:
d) Bearer- Registered ():
e) Ratio of the total shares/voting rights of the shareholder:
()Such information is not required for dematerialized shares.
(*)For dematerialized shares, information related to the group will be given instead of number.

1. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

SHAREHOLDER'S (*)

Name Surname OR Trade Name :
TR ID Number/ Tax ID Number,
Trade Register and Number and
MERSİS Number
Address
Signature

(*)Foreign shareholders should submit the equivalent information mentioned above.

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ADDITIONAL EXPLANATIONS WITHIN THE FRAMEWORK OF CORPORATE GOVERNANCE PRINCIPLES

General statutory information pursuant to the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1 and the annexed Corporate Governance Principles are provided in this section for the information of our shareholders, whereas additional disclosures concerning the agenda items are presented under the relevant agenda item below.

1. Shareholding Structure and Voting Rights

According to the Article 7 of the Articles of Association, paid-in share capital of the Company amounting TRY 1,181,068,967.12 is divided into 118,106,896,712.100 registered shares, each of which is fully paid-up with a par value of TRY 0.01 (1 Kurus), within the authorized capital of TRY 4,000,000,000. No share groups were created amongst the shares representing share capital and hence there is not any privileged shares. The shareholding structure is represented in the table below.

Shareholder	Share in Capital
	Amount (TRY)	Ratio (%)
HACI ÖMER SABANCI HOLDÍNG A.Ş.	472,427,587.56	40.00%
E.ON INTERNATIONAL PARTICIPATIONS N.V.	472,427,587.56	40.00%
OTHER	236,213,792.00	20.00%
TOTAL:	1,181,068,967.12	100.00%

As per Article 13 of the Articles of Association of the Company, the shareholders shall exercise their voting rights in the General Assembly pro rata to the aggregate nominal values of their shares in accordance with Article 434 of the Turkish Commercial Code. There are no privileged shares.

2. Information Regarding the Past or Planned Changes that Can Affect Our Company's or Subsidiaries Operations

There have been no past or planned changes at the level of the Company or its significant subsidiaries that would materially affect our Company's operations. Material event disclosures made by the Company pursuant to the relevant legislation are available at www.kap.gov.tr.

3. Information Regarding the Demands of Shareholders, Capital Markets Board or Other Public Authority for Adding New Article to Agenda

There has not been any request for placing an agenda item to be discussed on the 2025 Ordinary General Assembly of Sabancı Holding, neither from shareholders nor Capital Markets Board and other public institutions and authorities.

4. In the Event of an Amendment to the Articles of Association on the Agenda, the Old and New Versions of the Amendments Together with the Relevant Board of Directors Resolution

Amendments to Article 7 of the Articles of Association regarding the increase of the registered capital ceiling to TRY 10,000,000,000 and the extension of the ceiling period until the end of 2030 will be submitted for the approval of the General Assembly. The Amendment Text is presented in Annex-4.

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EXPLANATIONS REGARDING THE AGENDA OF 2025 ORDINARY GENERAL ASSEMBLY MEETING OF ENERJİSA ENERJİ A.Ş.

1. Opening and Formation of the Meeting Council:

Pursuant to the provisions of the Turkish Commercial Code No. 6102 and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Presence of Ministry Representatives at These Meetings (Regulation), and in accordance with Article 13 of the Company's Articles of Association, the General Assembly Meetings are chaired by the Chairman or the Vice Chairman of the Board of Directors. In the event that neither of them is present at a meeting, the person to preside the General Assembly shall be elected by the Board of Directors. The Chairman forms the Meeting Chairmanship by appointing a Meeting Secretary and, if deemed necessary, a Vote Collector.

1. Reading and Discussion of the 2025 Activity Report of the Board of Directors:

The Board of Directors' Activity Report, which will be available for the review of our shareholders at the Company headquarters, Electronic General Assembly System of Central Registry Agency, and at the Investor Relations section of the Company web-site addressed http://www.enerjisa.com.tr at least three weeks before the General Assembly meeting, will be read and presented to the opinions of our shareholders, according to the provisions of Turkish Commercial Code and the Regulation.

1. Reading the 2025 Independent Auditor's Reports:

Auditor's Report regarding the financial reports and Sustainability Reports prepared in compliance with TSRS, which is available for the review of our shareholders at the Company headquarters, Electronic General Assembly System of Central Registry Agency, and at the Investor Relations section of the Company web-site addressed http://www.enerjisa.com.tr at least three weeks before the General Assembly meeting, will be read and presented to the opinions of our shareholders according to the provisions of Turkish Commercial Code and the Regulation.

1. Reading, discussion and approval of the 2024 and 2025 Sustainability Reports prepared in compliance with TSRS (Turkish Sustainability Reporting Standards):

2024 and 2025 Sustainability Reports prepared in compliance with TSRS, which are available for the review of our shareholders at the Company headquarters, Electronic General Assembly System of Central Registry Agency, and at the Investor Relations section of the Company web-site addressed http://www.enerjisa.com.tr at least three weeks before the General Assembly meeting, will be read and presented to the opinions of our shareholders according to the provisions of Turkish Commercial Code and the Regulation.

1. Reading, Discussion and Approval of the 2025 Financial Statements:

Financial Statements for the year 2025, which are available for the review of our shareholders at the Company headquarters, Electronic General Assembly System of Central Registry Agency, at the Investor Relations section of the Company web-site addressed http://www.enerjisa.com.tr twenty-one days before the General Assembly meeting, will be read and presented to the opinions and approval of our shareholders according to the provisions of Turkish Commercial Code and the Regulation.

1. Presenting the members of the Board of Directors, who were appointed during the current year due to the occurrence of the absence in the Board of Directors' membership to serve for the remaining period, for the approval of the General Assembly:

The Board of Directors has appointed Mr. Diddo Tjakko Diddens as a Board of Directors' Member to replace Mr. Thorsten Lott, who was resigned as being a Board of Directors' Member, effective as of June 1, 2025.

The Board of Directors has appointed Mr. İhsan Erbil Bayçöl as a Board of Directors' Chairman to replace Mr. Kıvanç Zaimler, who was resigned as being a Board of Directors' Chairman, effective as of January 1, 2026.

Newly appointed members of the Board of Directors will complete the duty term of the replaced members.

Resumes of newly appointed Board of Directors' Members are attached as Annex-1.

Annex-1: The Resume of Diddo Tjakko Diddens and İhsan Erbil Bayçöl

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1. Release of the members of the Board of Directors with regard to the 2025 activities:

Release of the members of the Board of Directors with regard to the 2025 activities, transactions, and accounts will be presented to the approval of our shareholders, according to the provisions of Turkish Commercial Code and the Regulation.

1. Discussion and approval of the amendment to be made on the Dividend Policy:

The Board of Directors has resolved to amend the Dividend Policy to be submitted for the approval of the General Assembly. In this context, the amendment of the dividend distribution rate as at least 60% of the net distributable profit for the period, calculated by excluding exceptional and one-time gains and losses, instead of at least 80%, will be submitted for the approval of the General Assembly. The Dividend Policy to be submitted for the approval of the General Assembly is provided in Annex-2.

Annex-2: Dividend Policy

1. Determination of the usage of the 2025 profit, dividend and dividend per share to be distributed:

The Board of Directors has resolved to submit for the approval of the General Assembly the distribution of a total dividend amounting to TRY 5,999,830,352.97, in accordance with the criteria set forth in the Dividend Policy submitted for the approval of the General Assembly, based on our financial statements for the accounting period 01.01.2025 - 31.12.2025, prepared in compliance with TAS/TFRS and audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Deloitte). The Dividend Distribution Table is provided in Annex-3.

Annex-3: Dividend Distribution Proposal and Dividend Per Share Tables

1. Determination of the salaries, attendance fees, bonus, premium and similar rights to be paid to the members of the Board of Directors:

The monthly gross salaries of the members of the Board of Directors, as well as their rights such as attendance fees, bonuses, and premiums, will be determined by the General Assembly.

1. Election of the auditor:

By our Board of Directors, taking into consideration the recommendation of the Audit Committee; in accordance with the principles set forth pursuant to the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, it has been resolved to propose the election of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Deloitte) as the independent auditor for a period of 1 year at the 2025 Ordinary General Assembly to conduct the audit of our Company's financial reports for the 2026 fiscal year, to perform the assurance audit of the TSRS-compliant sustainability reports for the year 2026 within the scope of the relevant provisions of the Turkish Commercial Code No. 6102, the Decree-Law No. 660, and other relevant legislation, and to carry out other activities within the scope of the relevant regulations in these laws; and this election shall be submitted for the approval of the General Assembly.

1. Discussion and approval of the amendment to be made on the Article 7 with the "Capital and Shares" title of the Articles of Association:

Pursuant to the approvals obtained from the Capital Markets Board and the Ministry of Trade, amendment of the Article 7 of the Company's Articles of Association, titled "Capital and Shares," will be submitted for the approval of the General Assembly. The purpose of this amendment is to extend the registered capital ceiling validity period for an additional five years and to increase the registered capital ceiling from TRY 4,000,000,000 (four billion) to TRY 10,000,000,000 (ten billion). The Amendment Text of the Articles of Association is provided in Annex-4.

Annex-4: Amendment Text of the Articles of Association

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1. Approval of the granting authority to the Board of Directors to decide on the distribution of dividend advances for the fiscal year 2026:

In accordance with the Company's Articles of Association and the Capital Markets Board's Dividend Communiqué No. II-19.1, the issue of authorizing the Board of Directors to decide on the distribution of dividend advances limited to the fiscal year 2026, will be submitted to the approval of the shareholders at the General Assembly.

1. Informing the General Assembly regarding the amendment made on the Disclosure Policy:

Amendments made to the Disclosure Policy to reflect current investor relations activities and best practice standards will be presented for the information of the General Assembly. The Disclosure Policy, as amended, is provided in Annex-5.

Annex-5: Disclosure Policy

1. Informing the General Assembly regarding the Donations and Grants Made by the Company in 2025:

Within the framework of Article 6 of the Capital Markets Board's Communiqué on Dividends No. II-19.1 and the Corporate Governance Principle No. 1.3.10, information regarding the beneficiaries of donations and grants amounting to a total of TRY 25,163,262.50 made to various foundations, associations, and organizations in 2025, is provided in the table below to be presented for the information of the General Assembly.

BENEFICIARY	AMOUNT (TRY)
United Nations Development Programme Türkiye	21,642,805.00
Sabancı University	3,073,012.50
Hatay Reyhanlı Vocational and Technical High School	442,445.00
TEMA	5,000
TOTAL	25,163,262.50

1. Determination of an Upper Limit for Donations to be Made in 2026:

The upper limit of the donations to be made in 2026 will be determined by our shareholders at the General Assembly meeting.

1. Providing information to the General Assembly regarding the transactions, if any, carried out within the scope of Corporate Governance Principle numbered 1.3.6. by shareholders having management control, members of the Board of Directors, executives with administrative responsibility, and their spouses and relatives by blood or marriage up to the second degree:

Pursuant to the mandatory Corporate Governance Principle No. 1.3.6 annexed to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1; in cases where shareholders who have management control, members of the board of directors, executives with administrative responsibility, and their spouses or relatives by blood or marriage up to the second degree conduct a significant transaction with the company or its subsidiaries which may cause a conflict of interest, and/or conduct a transaction on behalf of themselves or a third party which is in the field of activity of the company or its subsidiaries, or become an unlimited shareholder in a company which operates in the same field of activity; such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting and shall be recorded in the meeting minutes.

Some of the shareholders holding management control, members of the board of directors, executives with administrative responsibility, and their spouses or relatives by blood or marriage up to the second degree, serve as board members in other Sabancı Group companies, including those with similar fields of activity to our Company. In 2025, there were no significant transactions requiring disclosure within the scope of principle no. 1.3.6 of the Corporate Governance Principles.

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1. Granting Permission to the Members of the Board of Directors for the Activities under the Articles 395 and 396 of the Turkish Commercial Code:

The members of the Board of Directors may only perform transactions within the framework of Articles 395 and 396 of the Turkish Commercial Code with the approval of the General Assembly. In order to fulfill the requirements of these regulations, the granting of said permission will be submitted for the approval of our partners at the General Assembly.

1. Wishes and requests.

As the last agenda item of the General Assembly meeting, shareholders who wish to express their wishes and remarks, if any, will be listened.

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ANNEX-1:

RESUME OF DIDDO TJAKKO DIDDENS (MEMBER OF THE BOARD OF DIRECTORS)

Diddo Diddens holds a Master of Science degree in Shipping, Trade and Finance from Bayes Business School, London, UK, as well as a Bachelor of Arts with Honours in European Business from the University of Portsmouth, UK, and the University of Applied Sciences in Münster, Germany. He began his professional career in 2001 at E.ON AG in Düsseldorf as a Trainee and Associate in Finance. Between 2005 and 2011, Diddo served as Vice President of Group Controlling Infrastructure at E.ON Ruhrgas AG in Essen. He then progressed to Senior Vice President Controlling and Finance at Avacon AG in Helmstedt, a position he held from 2011 to 2019. From 2020 to 2023, Diddo was Managing Director of Finance, Human Resources and Energy Economics at Westnetz GmbH in Dortmund.

Since 2023, Diddo Diddens has been serving as Senior Vice President Business Controlling Energy Networks at E.ON SE in Essen.

RESUME OF İHSAN ERBİL BAYÇÖL (CHAIRMAN OF THE BOARD OF DIRECTORS)

İhsan Erbil Bayçöl holds an MBA from Sabancı University, a BS in Civil Engineering from Boğaziçi University, and completed MS-level studies in Organizational Psychology at İstanbul Bilgi University. His academic background is further strengthened by advanced executive programs in Corporate Finance, Valuation, and C-Level Leadership Development.

With an extensive career in the energy sector and deep expertise in corporate and digital transformation, he has been serving as Chief Executive Officer of Enerjisa Üretim since 2020. In addition to his executive role, he currently serves as Vice Chairman of the Board of Directors at Enerjisa Üretim, Chairman of the Board of Directors at Enerjisa Enerji, and President of Strategic Investments and Operations at Sabancı Holding.

Under Bayçöl's leadership, Enerjisa Üretim has secured strategic renewable energy investments, expanded its footprint into Southeastern Europe, and pioneered innovative digital business models, positioning the company as a frontrunner in sustainability and advanced green energy solutions.

Previously, he held the position of Deputy General Manager at Enerjisa Üretim between 2018 and 2019, where he led major transformation initiatives across thermal assets and IT, managing a diversified asset portfolio with a strong focus on operational excellence, risk management, and organizational transformation.

Between 2008 and 2018, he served as Strategy & Business Development Director at Enerjisa, where he played a pivotal role in the company's demerger process as Head of the IPO Team, led acquisitions exceeding USD 5 billion, and oversaw the development of large-scale power plant investments.

He is also a Board Member of the YASED – International Investors Association.

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ANNEX-2:

DIVIDEND POLICY

Enerjisa Enerji A.S.'s ("Company") Dividend Policy ("Policy") is prepared in accordance with the provisions of the Turkish Commercial Code no. 6102, Capital Markets Law no. 6362, and Communique on Dividends (II-19.1) of the Capital Markets Board of Turkey ("CMB"), Capital Markets Legislation and the provisions of our Articles of Association. Within the scope of this Policy, the Company targets distributing cash dividends at least 60% of the net distributable profit for the period recorded under the consolidated and audited annual financial statements which are prepared in accordance with Turkish Financial Reporting Standards ("TFRS"), excluding any exceptional and one-off earnings and losses.

Implementation of this Policy and the ratio of distributable dividend in cash is subject to various components, including but not limited to, the Company's investment and financing strategies and needs, amendments and developments in the applicable regulation, mid to long-term strategies the Company, capital and investment requirements, profitability, financial position, indebtedness and liquidity position, as well as domestic and global economic conditions. In line with these conditions, the amount of the distributable dividend may be lower than the targeted amount, or the Company may decide not to distribute dividend upon proposal of the Board of Directors and approval of the General Assembly.

Dividends will be distributed equally to all shareholders, regardless of their date of issuance and acquisition with in the legal period following the approval of the General Assembly on the date determined by the General Assembly. Dividend payments will be made once or in instalments.

Articles of Association of the Company determines that the Company may distribute advanced dividends in accordance with the applicable legislation.

Unless all reserves required by law are set aside and the dividend determined for the shareholders as per these Articles of Association are distributed, it cannot be resolved to set aside other reserve funds, or to carry forward profit to the next year, or to distribute profit to the holders of dividend shares (shall be written if there are any holders of dividend share), members of the Board of Directors, employees of the partnership and to distribute profit to these persons unless the dividend determined for the shareholders is paid in cash.

Provided that all reserves required by law are set aside and the dividend determined for the shareholders as per these Articles of Association are distributed, General Assembly can transfer a portion or all of the net profit to the extraordinary reserves. If the Board of the Company offers the General Assembly not to distribute dividend, the reason for not distributing dividends and information about the usage of undistributed profit needs to be presented to the shareholders at the General Assembly Meeting.

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ANNEX-3:

ENERJÍSA ENERJÍ A.Ş. DIVIDEND DISTRIBUTION TABLE 2025 (TL)
1. Paid-In/Issued Capital			1,181,068,967.12
2. General Legal Reserves (As per Statutory Records)			245,303,878.88
According to the Article of Association, if there is a privilege in dividend distribution			None
		As per Capital Market Board	As per Statutory Records
3.	Profit	5,848,158,000.00	7,497,774,860.74
4.	Taxes (-)	-2,676,876,000.00	0.00
5.	Net Profit For the Period ( = )	3,171,282,000.00	7,497,774,860.74
6.	Previous Years’ Losses ( - )	0.00	0.00
7.	General Legal Reserves ( - )	0.00	0.00
8.	NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=)	3,171,282,000.00	7,497,774,860.74
9.	Donations during the year (+)	25,163,262.50	0.00
10.	Net Distributable Profit Including Donations	3,196,445,262.50	0.00
11.	First Category Dividend For Shareholders	3,171,282,000.00	3,171,282,000.00
	-Cash	3,171,282,000.00	3,171,282,000.00
	-Share	0.00	0.00
	-Total	3,171,282,000.00	3,171,282,000.00
12.	Dividends Distributed to the Privileged Shareholders	0.00	0.00
13.	Other Dividends Distributed	0.00	0.00
	-Members of the Board of Directors	0.00	0.00
	- Employees	0.00	0.00
	- Non Shareholders	0.00	0.00
14.	Dividends Distributed to the Holders of Usufruct Right Certificates	0.00	0.00
15.	Second Category Dividend For Shareholders	0.00	2,828,548,352.97
16.	General Legal Reserves	0.00	0.00
17.	Status Reserves	0.00	0.00
18.	Special Reserves	0.00	0.00
19.	Extraordinary Reserves	0.00	1,497,944,507.77
20.	Other Resource Planned for Distribution	2,828,548,352.97	0.00
	- Previous Years’ Profit	2,828,548,352.97	0.00
	- Extraordinary Reserves	0.00	0.00
	- Other distributable reserves as per the legislation and Articles of Association	0.00	0.00
ENERJÍSA ENERJÍ A.Ş. 2025 DIVIDEND PER SHARE
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	TOTAL DIVIDEND AMOUNT		TOTAL DIVIDEND AMOUNT / NET DISTRIBUTABLE PROFIT FOR THE PERIOD
	CASH (TL)	SHARES (TL)	RATIO (%)
GROSS	5,999,830,352.97	-	189.19
NET*	5,099,855,800.02	-	160.81
(*) Net amount is calculated with the 15% withholding tax assumption. Withholding tax rates may vary due to the legal status of the shareholders and the Double Tax Treaties

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ANNEX-4:

ENERJÍSA ENERJÍ ANONÍM ŞİRKETİ
ARTICLES OF ASSOCIATION AMENDMENT TEXT

PREVIOUS TEXT	NEW TEXT
Article 7 – Capital and Shares	Article 7 – Capital and Shares
Pursuant to the provisions of Capital Markets Law, the Company has adopted the registered capital system and has entered to the registered capital system in accordance with the Capital Markets Board's decision dated 10/11/2017 and numbered 40/1368.	Pursuant to the provisions of Capital Markets Law, the Company has adopted the registered capital system and has entered to the registered capital system in accordance with the Capital Markets Board's decision dated 10/11/2017 and numbered 40/1368.
The share capital of the Company may be increased or reduced within the framework of the provisions of Turkish Commercial Code and the capital markets legislation, if and when necessary.	The share capital of the Company may be increased or reduced within the framework of the provisions of Turkish Commercial Code and the capital markets legislation, if and when necessary.
During capital increases, bonus shares are distributed to the shares existing on the date of increase.	During capital increases, bonus shares are distributed to the shares existing on the date of increase.
The ceiling of the Company's registered capital is TL 4,000,000,000 (4 Billion Turkish Lira), divided into 400,000,000,000 (4 Hundred Billion) registered shares, each with a nominal value of 1 (One) Kuruş.	The ceiling of the Company's registered capital is TL 10,000,000,000 (Ten Billion Turkish Lira), divided into 1,000,000,000,000 (One Trillion) registered shares, each with a nominal value of 1 (One) Kuruş.
The registered capital ceiling of the Company granted by the Capital Markets Board shall be valid from 2021 to 2025 (five years). Even though the ceiling of the registered capital has not been reached by the end of 2025, after the year of 2025 in order for the Board of Directors to adopt capital increase decisions, the Board of Directors must be authorized by the General Assembly for a new term, which shall not exceed five (5) years, upon receipt of the Capital Markets Board's approval for the previously approved registered capital ceiling, or, a new registered capital ceiling amount. If such authorization is not granted, share capital increase cannot be made through a Board of Directors' decision.	The registered capital ceiling of the Company granted by the Capital Markets Board shall be valid from 2026 to 2030 (five years). Even though the ceiling of the registered capital has not been reached by the end of 2030, after the year of 2030 in order for the Board of Directors to adopt capital increase decisions, the Board of Directors must be authorized by the General Assembly for a new term, which shall not exceed five (5) years, upon receipt of the Capital Markets Board's approval for the previously approved registered capital ceiling, or, a new registered capital ceiling amount. If such authorization is not granted, share capital increase cannot be made through a Board of Directors' decision.
The Company's issued share capital is TL 1,181,068,967.12 (One billion one hundred eighty-one million sixty-eight thousand nine hundred sixty-seven Turkish Lira and twelve Kurus) and the Company's issued share capital is fully paid in and free of any encumbrances.	The Company's issued share capital is TL 1,181,068,967.12 (One billion one hundred eighty-one million sixty-eight thousand nine hundred sixty-seven Turkish Lira and twelve Kurus) and the Company's issued share capital is fully paid in and free of any encumbrances.
The shares representing the capital shall be monitored in dematerialized form, within the framework of the dematerialization principles.	The shares representing the capital shall be monitored in dematerialized form, within the framework of the dematerialization principles.
The Board of Directors of the Company shall be authorized in accordance with the provisions of Turkish Commercial Code and Capital Market Legislation, when it deems necessary, (i) to increase the share capital up to the registered capital ceiling determined by the General Assembly, by way of issuing new shares, (ii) to restrict the existing shareholders' pre-emption rights and (iii) to issue shares having a value of above or below their nominal value. Authority to restrict existing shareholders' pre-emption rights shall not be used in a way to cause unequal treatment between shareholders. In case the pre-emption rights of shareholders are restricted, and provided that such issuance is will be within the registered capital ceiling, the Board of Directors can use its authority under the registered capital system for a capital increase of up to 10% of the paid-in capital for a single capital increase.	The Board of Directors of the Company shall be authorized in accordance with the provisions of Turkish Commercial Code and Capital Market Legislation, when it deems necessary, (i) to increase the share capital up to the registered capital ceiling determined by the General Assembly, by way of issuing new shares, (ii) to restrict the existing shareholders' pre-emption rights and (iii) to issue shares having a value of above or below their nominal value. Authority to restrict existing shareholders' pre-emption rights shall not be used in a way to cause unequal treatment between shareholders. In case the pre-emption rights of shareholders are restricted, and provided that such issuance is will be within the registered capital ceiling, the Board of Directors can use its authority under the registered capital system for a capital increase of up to 10% of the paid-in capital for a single capital increase.

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ANNEX-5: DISCLOSURE POLICY

DISCLOSURE POLICY

1. Purpose

Enerjisa Enerji A.Ş. ("the Company") management adopts a timely and transparent communication with all stakeholders. The main objective is to provide the necessary information to capital market participants in order to ensure a fair valuation of the company.

For this purpose, the Company management has adopted the principle of sharing insider and ongoing information with the public in a complete, fair, accurate, timely and understandable manner within the framework of the provisions of the Capital Markets Legislation.

The Company complies with the Capital Markets Law No. 6362, Capital Markets Legislation, and the regulations of the Turkish Commercial Code No. 6102 ("TCC") and pays utmost attention to the realization of the principles set forth in the Capital Markets Board ("CMB") Corporate Governance Principles.

The Disclosure Policy covers all stakeholders, including the Company's employees and consultants, and regulates the Company's written and verbal communication with capital market participants.

The Company's Disclosure Policy has been prepared in accordance with Article 17 of the CMB's Communiqué on Material Events (II 15.1) and is announced to all stakeholders through the Company's Investor Relations website (www.enerjisainvestorrelations.com/en/).

2. Authority and Responsibility

The Disclosure Policy has been established and approved by the Board of Directors within the framework of the CMB's Communiqué on Material Events No. II-15.1. The monitoring, supervision and development of the Company's public disclosure and information policy is under the authority and responsibility of the Board of Directors. The Investor Relations Department, one of the units reporting to the CFO, has been assigned to oversee and monitor all matters related to public disclosure.

3. Public Disclosure Methods and Instruments

Disclosures are made through disclosure tools such as material event disclosures, financial statements and reports, annual reports, website, investor presentations, investor meetings and analyst conferences, information letters, press and investor relations releases, Trade Registry Gazette. Without prejudice to the provisions of the Capital Markets Legislation and the Turkish Commercial Code, the main public disclosure methods and tools used by the Company are as follows;

• Material Event disclosures communicated through the Public Disclosure Platform ("PDP"),
• Financial statements and footnotes, independent audit report and annual report periodically submitted to PDP, announcements and notices made through the Turkish Trade Registry Gazette (circular, general assembly call, etc.),
• Press releases made through printed and visual media and quarterly Investor Relations Releases published on PDP and IR Website aiming to increase the understanding and interpretation of quarterly operational and financial performance,
• Briefings and informational meetings held with capital market participants either face-to-face or via teleconferences and information provided on the Company's Investor Relations website.

4. Public Disclosure of Financial Statements

The Company's financial statements and notes are prepared on a consolidated basis and in accordance with Turkish Accounting Standards/Turkish Financial Reporting Standards (TAS/TFRS) and International Financial Reporting Standards (IFRS). Annual and semi-annual financial statements are disclosed to the public with independent audit and quarterly and nine-month financial statements are disclosed without independent audit.

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The financial statements and footnotes are approved by the Board of Directors with the approval of the Audit Committee in accordance with the provisions of the Capital Markets Legislation before being disclosed to the public. Following the approval of the Board of Directors, the financial statements and footnotes, the independent audit report and the annexed documents are disclosed to the public by being submitted to the PDP in accordance with the CMB regulations and published on the Company's Investor Relations website. Prior period financial statements and footnotes are available on the Company's Investor Relations website.

5. Public Disclosure of Annual and Interim Reports

Annual and interim activity reports are prepared in accordance with Capital Markets Legislation and CMB Corporate Governance Principles. They are approved by the Board of Directors and disclosed to the public on PDP together with the financial statements and published on the Company's Investor Relations website. The annual report is also printed for distribution to the relevant parties or made available via QR code for mobile access.

6. Public Disclosure of Inside Information and Authorized Persons

Material event disclosures regarding the Company's internal information are signed electronically and disclosed to the public through PDP.

Material event disclosures are prepared in a timely, accurate, comprehensible, complete manner and free from misleading statements in order to help the persons and organizations that will benefit from the disclosure to make decisions.

If any Company employee determines that any important and private information that has not been previously disclosed to the public has been disclosed to the public unintentionally, he/she immediately notifies the Investor Relations Department, one of the units reporting to the CFO. In this case, the Investor Relations Department, one of the units reporting to the CFO, prepares an appropriate material event disclosure in accordance with the provisions of the Capital Markets Legislation and submits it to the PDP.

The Company announces the material event disclosures in Turkish and English on the Company's Investor Relations website no later than the next business day after the public disclosure is made and keeps the said disclosures on the website for five years.

7. People Authorized to Make Public Disclosures

Written and verbal information requests transmitted by Capital markets participants or any institution/person other than above mentioned notifications are assessed by the Investor Relations department under the CFO. For the assessment, it is taken into account whether the request is in the nature of a trade secret or not, according to its content and whether it is in the type of affecting investment decisions and the value of capital market instruments pursuant to the Communiqué on the Disclosure of Material Events (II-15.1) of the CMB. Written and verbal information requests are answered generally by the Investor Relations department under the CFO.

Press releases made to written and visual media and data distribution channels can be made only by Chairman of Board of Directors, CEO, CFO or Directors.

Unless specifically assigned, Company employees other than Investor Relations cannot answer questions from capital market participants. Incoming information requests are directed to the Investor Relations Department.

8. List of People Having Managerial Responsibility and Accessing Inside Information

Persons with administrative responsibilities are those who, directly or indirectly, have regular access to, or have the potential to have regular access to, the Company's internal information and are authorized to make administrative decisions affecting the Company's future development and business objectives.

Members of the Board of Directors, as well as the CEO, CFO and Presidents, who have regular access to inside information and are also authorized to make executive decisions.

The full list of employees with access to insider information is kept at the Investor Relations Department to be submitted to the CMB and/or BIST upon request in accordance with Article 7 of the CMB's Communiqué on

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Material Events (II 15.1). All persons on the list are informed about the protection of inside information and compliance with confidentiality rules during their duties. This list is available at Enerjisa Enerji A.Ş. and has been notified to the Central Registry Agency. Notification is renewed when there is a change in these persons.

9. Communication with Capital Markets Participants

To the extent permitted by Turkish capital markets legislation, the Company may provide guidance on expectations regarding interim and annual operating results. In addition, the Company may communicate to capital market participants critical issues affecting its operating results, its strategic approaches and important elements that provide a better understanding of the sector and the environment in which it operates.

10. Incorrect News Circulating on the Market

In principle, the Company does not express any opinion on market rumors and speculations. The Communications Department monitors news and rumors about the Company that appear in the press and on websites and notifies the Investor Relations Department.

This department evaluates whether these news and information will have an impact on capital market instruments. This department and the CEO/CFO also decide whether to make a material event disclosure in accordance with Article 9 of the CMB's Communiqué on Material Events (II 15.1).

On the other hand, when a verification request is received from the CMB and/or BIST within the provisions of the Capital Markets Legislation, or when the CEO and CFO decide that a response is necessary and more appropriate, a disclosure is made about rumors and gossip in the market.

11. Stay of the Public Disclosure of Inside Information

People, who are listed for accessing inside information of the Company are informed about obligations of keeping confidential the inside information which they may have during execution of their duties or conduct of works and transactions on behalf of the Company and have not been disclosed to the public yet, not using them by providing any interest for themselves and third parties or not disclosing them to third parties without any authority.

The Company may postpone the public disclosure of the inside information pursuant to Article 6 of the Communiqué on the Disclosure of Material Events (II-15.1) of the CMB in order that its legitimate interests are not damaged and it is not caused to mislead the investors, in this case, it informs the related persons about the postponement and takes measures ensuring confidentiality. Postponement procedure is realized pursuant to written approval of Board of Directors or the senior managers who have been authorized generally by Board of Directors.

As long as postponement reasons of public disclosure of inside information are removed, public disclosure is made in accordance with the legislation. The postponement decision and the reasons of this decision shall be stated on the disclosure to be made.

12. Meetings and Discussions Held with Investors and Analysts

The CFO is responsible for maintaining regular relations with both existing and potential shareholders, answering investor questions in the most efficient manner and carrying out activities to ensure that the Company's value reaches its fair value.

The CFO and the Investor Relations Department, one of the units reporting to the CFO, use various instruments such as roadshows, teleconferences, e-mails, investor presentations, investor presentations, and statements/announcements for direct information in order to highlight the Company's advantageous aspects compared to similarly positioned companies, and to make the Company preferable for investors compared to other companies.

The Company considers analyst reports to be the property of the company that prepared the analyst report and does not publish them on the Company's Investor Relations website. The Company does not review, verify, approve, endorse, take responsibility for or disseminate analyst reports or revenue models. However, in certain specific and limited circumstances and upon request, the Company may review analyst reports to avoid misinforming the public, provided that it uses only publicly available information and is limited to a specific topic.

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13. Public Disclosure of Future Assessments

The Company may disclose its future expectations publicly from time to time in accordance with the disclosure policy. Future assessments may be disclosed subject to the resolution of board of directors or the written approval of person who is authorized by the Board of Directors. Disclosure may be made maximum four times a year. It may be disclosed at PDP in the material disclosure format or presentation format. It is submitted for information of related parties that future assessments disclosed publicly are made according to some presumptions and may vary from actual results. In the case that there are material changes related to future assessments or it is understood that assessments shall not be realized, the public opinion is informed immediately with the same instruments on a periodical basis.

14. Trading Black-Out Period

In order to prevent asymmetric information distribution and unauthorized disclosures regarding the financial statements, the Company refrains from discussing the Company's operating results and financial position to be reported in the financial statements with capital market participants during certain periods of the calendar year. This period is referred to as the "Trading Black-out Period". For the Company, this period begins on the day following the end of each quarterly financial statement period and ends on the day after the financial statements and footnotes are publicly announced.

The Company may provide information and organize information meetings with authorized representatives to make public statements during the Trading Black-out Period. These representatives may also participate in conferences, panels, and similar events and provide written or oral statements. However, any information shared in such activities shall be limited to results published before the Trading Black-out Period and data previously disclosed by the Company.

Furthermore, people who have inside information or ongoing information or spouses, children of such people or persons who live in the same home are forbidden to make transaction in the capital market instruments of the Company within this period.

15. Market Failure Actions

Board of Directors of the Company takes and applies required measures for people in the list of inside information not to use confidential information and/or information which is in the nature of trade secret and are not disclosed to the public about the Company under the scope of Market Failure Actions so as to not provide interest for themselves or others, not to provide incorrect, misleading information about the Company, not to publish news in this manner pursuant to related provisions of Communiqué on Market Abuse (VI-104.1) of the CMB.

16. Investor Relations Website of the Company (www.enerjisainvestorrelations.com/en/)

As recommended by the CMB Corporate Governance Principles, the Company's Investor Relations website at www.enerjisainvestorrelations.com/en/ is actively used for public disclosure. Disclosures in the website of the Company do not replace notifications and material disclosures which should be made in accordance with provisions of Capital Markets legislation. It is ensured to access all public disclosures made by the Company via the website. The website is configured and partitioned accordingly. All kinds of measures concerning security of the website are taken. The website is arranged within the content and in the manner stipulated by CMB Corporate Governance Principles. Certain information such as disclosures of inside, financial statements, annual and interim reports and certain other information will also be included in English. Especially announcement concerning the general assembly meetings to be held, information document about the agenda articles, other information, documents and reports related to agenda articles and information about methods of participating into the general assembly are stated remarkably in the website. It is continued to the works concerning development of the website continuously.