ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

M&A Activity • Oct 11, 2023

Summary Info	About the simplified merger with wholly-owned Alkan Jeotermal Enerji Elektrik Üretimi A.Ş.
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	11.10.2023
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	30.06.2023
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
Alkan Jeotermal Enerji Elektrik Üretimi A.Ş.	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	500.000.000			500.000.000
B Grubu, ZOREN, TRAZOREN91L8	4.500.000.000			4.500.000.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	5.000.000.000 TL	0 TL	0 TL	5.000.000.000 TL

Capital Market Board Application Date Regarding Merger	11.10.2023

Additional Explanations

At the Board of Directors meeting of Zorlu Enerji Elektrik Üretim AŞ ("Zorlu Enerji") dated 11.10.2023, it was unanimously accepted by the directors attending the board meeting:

-To merge with Alkan Jeotermal Enerji Elektrik Üretimi A.Ş., a wholly-owned subsidiary of Zorlu Enerji, by taking over all the assets and liabilities of the company and to carry out the merger in a simplified manner under Zorlu Enerji in accordance with the provisions of Article 155 of the Turkish Commercial Code, Articles 19 and 20 of the Corporate Tax Law and Article 13 of the Capital Markets Board's ("CMB") Communiqué on Merger and Demerger No. II-23.2,

-To prepare the merger agreement and all other related documents,

-To take the financial statements dated 30.06.2023 as the basis for the merger transaction,

-Not to prepare the Board of Directors report stipulated in the Article 147 of the Turkish Commercial Code, since the merger will be realized via the simplified procedure in accordance with the Article 13 of the CMB's Communiqué on Merger and Demerger No. II-23.2,

-Not to prepare the independent audit report and the merger report and not to take an opinion of an expert institution in accordance with the Article 13/2 of the CMB's Communiqué on Merger and Demerger No. II-23.2,

-Not to execute a "Right to Leave" option for the Company's shareholders in accordance with the Article 15/ç of the CMB's Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right No. II-23.3,

-Not to make a capital increase due to the merger,

-To prepare the announcement document, the merger agreement and other information and documents required for the applications regarding the merger transaction stipulated by the CMB's Communiqué on Merger and Demerger No. II-23.2, and to submit an application to the Capital Markets Board for approval,

-Following the approval of Capital Markets Board, to submit the Merger Agreement to be signed between the parties to the approval of the Board of Directors without submitting to the approval of the General Assembly,

-To authorize Ahmet Nazif Zorlu and Selen Zorlu Melik jointly for carrying out the necessary transactions.

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.