ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

M&A Activity • Oct 17, 2022

Summary Info	About the simplified merger of Rarik Turkison Enerji AŞ, a wholly-owned subsidiary of our Company, with our Company.
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	17.10.2022
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	30.06.2022
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Rarik Turkison Enerji AŞ	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, İşlem Görmüyor, TREZORN00012	250.000.000			250.000.000
B Grubu, ZOREN, TRAZOREN91L8	2.250.000.000			2.250.000.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	2.500.000.000 TL	0 TL	0 TL	2.500.000.000 TL

Additional Explanations

At the Board of Directors meeting of Zorlu Enerji Elektrik Üretim AŞ ("Zorlu Enerji") dated 17.10.2022,

It was unanimously accepted by the directors attending the board meeting, to merge with Rarik Turkison Enerji AŞ ("Rarik Turkison"), a wholly-owned subsidiary of Zorlu Enerji under Zorlu Enerji, by taking over all the assets and liabilities of the company and to carry out the merger in a simplified manner due to the ownership of all the voting shares in Rarik Turkison within the scope of the simplified procedure of merger provisions regulated in the Article 13 of the Capital Markets Board's Communiqué on Mergers and Demergers numbered II-23.2 and pursuant to the provisions of the Article 136 of the Turkish Commercial Code and Article 18, 19 and 20 of the Corporate Tax Law, and accordingly to authorize the board of directors to carry out all kinds of work and transactions within this framework, , to take the financial statements dated 30.06.2022 as a basis for the merger transactions and to make the necessary applications to the relevant authorities.

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.