ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

AGM Information • Jun 5, 2023

Summary Info	REGISTRATION OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2022
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2022
Ending Date Of The Fiscal Period	31.12.2022
Decision Date	03.05.2023
General Assembly Date	30.05.2023
General Assembly Time	10:30
Record Date (Deadline For Participation In The General Assembly)	29.05.2023
Country	Turkey
City	İSTANBUL
District	ŞİŞLİ
Address	Levent 199 Büyükdere Cad. No:199 Kat: -1 34394 Şişli/İstanbul

Agenda Items

1 - Opening, the moment of silence and election of the Assembly Presidential Board,

2 - Authorization of the Assembly Presidential Board for signing the minutes of the Annual General Meeting,

3 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2022,

4 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2022,

5 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2022,

6 - Informing the General Assembly about the Board's resolution that no profit distribution could be made for the fiscal year 2022 due to accumulated losses from previous years in line with the related regulations,

7 - Acquittal of the members of the Board of Directors of their liabilities for the Company's activities and transactions in the fiscal year 2022,

8 - Determination of the number and the term of office for the members of the Board of Directors and election of the Board members including the Independent Directors,

9 - Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2023,

10 - Discussion and resolution of the authority to be granted to Board members for performing the transactions specified in the Articles 395 and 396 of the Turkish Commercial Code,

11 - Discussion and resolution of the Board of Directors' proposal regarding the selection of the independent audit firm for auditing the Company's accounts and transactions for the fiscal year 2023 in accordance with the Capital Market Law and the Turkish Commercial Code,

12 - Giving information to shareholders about the collaterals, pledges, mortgages and sureties granted in favor of third parties by the Company and its subsidiaries and the income and benefits generated therefrom in 2022 in accordance with the CMB regulations,

13 - Giving information to the General Assembly about the donations and aids made in 2022; discussion and resolution of the upper limit for the donations to be made in the period of 1 January - 31 December 2023,

14 - Closing.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	Zorlu Enerji 2022 - OGK Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 2	Zorlu Enerji - 2022 OGK Daveti.pdf - Announcement Document
Appendix: 3	Zorlu Enerji - 2022 AGM Invitation.pdf - Announcement Document
Appendix: 4	Zorlu Enerji - 2022 Information Memorandum.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	At Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2022, which was held on 30 May 2023 at 10:30 am at Levent 199 Büyükdere Cad. No: 199 Floor: -1 34394 Şişli/Istanbul, it has been resolved, - To approve the Consolidated Financial Statements for the fiscal year 2022, - To inform shareholders about the Board of Directors' resolution that no profit distribution could be made due to net loss recorded in the Company's financial statements prepared pursuant to the legal books and the existence of accumulated losses from previous years despite the Company having booked a net income in its consolidated financial statements prepared in accordance with the CMB legislation, - To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2022, - To determine the number of members of the Board of Directors as seven and the term of office of the Board members as one year and to elect Mr. Ahmet Nazif Zorlu, Ms. Selen Zorlu Melik, Mr. Ömer Yüngül and Mr. Bekir Cem Köksal as Board Members and Ms. Ayşegül İldeniz, Mr. Cem Mengi and Mr. Bekir Ağırdır as Independent Board Members, - To pay a net monthly remuneration of TL 60,000 to each of the independent Board Members for the year 2023, and to make no payment to other Board Members, - To grant permission to members of the Board of Directors to carry out the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code, - To select KPMG Bağımsız Denetim ve SMMM AŞ as the independent audit firm to audit the accounts and transactions of the Company for the fiscal year 2023, - To set the upper limit for the donations to be made in the period between January 1, 2023 and December 31, 2023 as 1.5% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA) reported in the Company's publicly announced annual consolidated financial statements for the year 2022 prepared in accordance with the capital market regulations. The minutes of the Annual General Meeting and the list of attendees are disclosed in the attachment. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	02.06.2023

General Assembly Result Documents

Appendix: 1	Zorlu Enerji 2022 OGK Toplantı Tutanağı.pdf - Minute
Appendix: 2	Zorlu Enerji 2022 OGK Hazır Bulunanlar Listesi.pdf - List of Attendants
Appendix: 3	Zorlu Enerji Elektrik Üretim AŞ Minutes of the Annual General Meeting.pdf - Minute
Appendix: 4	List of Attendees for the Annual General Meeting.pdf - List of Attendants

Additional Explanations

Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2022, which was held on May 30, 2023, has been registered by the Bursa Trade Registry Office.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.