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ESENBOĞA ELEKTRİK ÜRETİM A.Ş.

Registration Form Aug 18, 2025

8780_rns_2025-08-18_a3578723-7332-4da6-8382-8d47ef3d1043.pdf

Registration Form

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CAPITAL:

Article 6:

The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has transitioned to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 40/832. The Company's registered capital ceiling is TRY 3,000,000,000 (Three Billion Turkish Lira), divided into 3,000,000,000 (Three Billion) shares, each with a nominal value of TRY 1.

The registered capital ceiling permission granted by the Capital Markets Board is valid for five years, covering the period from 2024 to 2028. Even if the authorized registered capital ceiling is not reached by the end of 2028, it is mandatory to obtain a new authorization from the general assembly for a period not exceeding five years, by obtaining approval from the Capital Markets Board for the same or a new ceiling amount. If such authorization is not obtained, a capital increase cannot be made by a resolution of the board of directors.

The Company's issued capital is TRY 260,000,000 (Two Hundred Sixty Million Turkish Lira), divided into a total of 260,000,000 (Two Hundred Sixty Million) shares, consisting of 16,250,000 (Sixteen Million Two Hundred Fifty Thousand) registered Class A shares and 243,750,000 (Two Hundred Forty-Three Million Seven Hundred Fifty Thousand) bearer Class B shares. The said issued capital has been fully and in cash paid, free from any collusion. The distribution of the shares representing the capital is as follows:

Shareholder Name Gro
up
Type Number
of
Shares
Share Value
Naturel
Yenilenebilir
Enerji Ticaret Anonim
Şirketi
A Registe
red
16.250.000 16.250.000
Naturel
Yenilenebilir
Enerji Ticaret Anonim
Şirketi
B Bearer 146.250.000 146.250.000
Public Float B Bearer 97.500.000 97.500.000

The Company's capital may be increased or decreased when necessary within the framework of the provisions of the Turkish Commercial Code and Capital Markets legislation.

Class A shares are registered shares, while Class B shares are bearer shares. The entire portion of the issued capital to be offered to the public shall consist of Class B bearer shares. The Company's Board of Directors may refuse to approve the transfer of Class A shares to shareholders, employees, or persons affiliated with companies operating in the energy, electromechanical, and electrical sectors. Unless otherwise decided by the Board of Directors in capital increases, each group exercises its preemptive rights within its own group. If there are any shares remaining after the preemptive rights of Class A shareholders have been exercised, these shares automatically convert into Class B bearer shares without requiring any further action. However, if the Board of Directors restricts shareholders' rights to subscribe for new shares, all newly issued shares shall be Class B bearer shares. Furthermore, the Board of Directors is authorized to issue Class B bearer shares in exchange for Class A shares during capital increases. The Board of Directors is empowered, in accordance with the Capital Markets Law provisions, to issue new shares up to the registered capital ceiling whenever deemed necessary, to increase the issued capital, to restrict privileged

OLD TEXT NEW TEXT

CAPITAL:

Article 6:

The Company has adopted the registered capital system in accordance with the provisions of Capital Markets Law No. 6362 and has transitioned to this system with the permission of the Capital Markets Board dated 02.07.2020 and numbered 40/832. The Company's registered capital ceiling is TRY 3,000,000,000 (Three Billion Turkish Lira), divided into 3,000,000,000 (Three Billion) shares, each with a nominal value of TRY 1.

The registered capital ceiling permission granted by the Capital Markets Board is valid for five years, covering the period from 2024 to 2028. Even if the authorized registered capital ceiling is not reached by the end of 2028, it is mandatory to obtain a new authorization from the general assembly for a period not exceeding five years by obtaining approval from the Capital Markets Board for the same or a new ceiling amount. If such authorization is not obtained, a capital increase cannot be made by a resolution of the board of directors.

The Company's issued capital is TRY 1,820,000,000 (One Billion Eight Hundred Twenty Million Turkish Lira), divided into a total of 1,820,000,000 (One Billion Eight Hundred Twenty Million) shares, consisting of 113,750,000 (One Hundred Thirteen Million Seven Hundred Fifty Thousand) registered Class A shares and 1,706,250,000 (One Billion Seven Hundred Six Million Two Hundred Fifty Thousand) bearer Class B shares. The said issued capital has been fully paid in cash, free from any collusion. The distribution of shares representing the capital is as follows:

Shareholder
Name
Group Type Number
of
Shares
Share Value
Naturel
Yenilenebilir
Enerji
Ticaret
Anonim Şirketi
A Registere
d
113.750.000 113.750.000
Naturel
Yenilenebilir
Enerji
Ticaret
Anonim Şirketi
B Bearer 1.023.750.000 1.023.750.0
00
Public Float B Bearer 682.500.000 682.500.000

The previously paid-in capital of 260,000,000 (Two Hundred Sixty Million) TRY has been fully paid without any collusion. The newly increased capital of 1,560,000,000 (One Billion Five Hundred Sixty Million) TRY has been fully committed and paid without any collusion, with 991,840,910.38 (Nine Hundred Ninety-One Million Eight Hundred Forty Thousand Nine Hundred Ten Turkish Lira and Thirty-Eight Kurus) TRY covered from Retained Earnings, 73,047,193.13 (Seventy-Three Million Forty-Seven Thousand One Hundred Ninety-Three Turkish Lira and Thirteen Kurus) TRY from Share Premiums, and 495,111,896.49 (Four Hundred Ninety-Five Million One Hundred Eleven Thousand Eight Hundred Ninety-Six Turkish Lira and Forty-Nine Kurus) TRY from Positive Capital Adjustment Differences.

The Company's capital may be increased or decreased when necessary within the framework of the provisions of the Turkish Commercial Code and Capital Markets legislation.

Class A shares are registered shares, while Class B shares are bearer shares. The entire portion of the issued capital to be offered to the public shall consist of Class B bearer shares. The Company's Board of Directors may refuse to approve the transfer of Class A shares to shareholders, employees, or persons affiliated with companies operating in the energy, electromechanical, and electrical sectors. Unless otherwise decided by the Board of Directors in capital increases, each group exercises its preemptive rights within its own group. If there are any shares remaining after the preemptive rights of Class A shareholders have been exercised, these shares automatically convert into Class B bearer shares without requiring any further action. However, if the Board of Directors restricts shareholders' rights to subscribe for new shares, all newly issued shares shall be Class B bearer shares. Furthermore, the Board of Directors is authorized to issue Class B bearer shares in exchange for Class A shares during capital increases. The Board of Directors is empowered, in accordance with the Capital Markets Law provisions, to issue new shares up to the registered capital ceiling whenever deemed necessary, to increase the issued capital, to restrict privileged shareholders' rights, to limit shareholders' preemptive rights, and to decide on the issuance of shares at a premium or below nominal value. The authority to restrict preemptive rights cannot be exercised in a manner that causes inequality among shareholders. Shares representing the capital are monitored electronically in accordance with dematerialization principles.

shareholders' rights, to limit shareholders' preemptive rights, and to decide on the issuance of shares at a premium or below nominal value. The authority to restrict preemptive rights cannot be exercised in a manner that causes inequality among shareholders. Shares representing the capital are monitored electronically in accordance with dematerialization principles.

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