[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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Material Event Disclosure General
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Explanations
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In the public disclosure made by our Company on 19.03.2024, within the framework of Article 10, titled 'Disclosure of Forward-Looking Evaluations' of the Special Circumstances Communiqué No. II-15.1 of the Capital Markets Board (CMB), growth expectations and assumptions were announced regarding the anticipated EBITDA contribution of approximately 65 million USD to our Company from the new investment program, consisting of Hybrid Solar Power Plants (SPP), Wind Power Plants (WPP) capacity increases, and storage-facilities with generation, which our company plans to complete in two phases as part of its ongoing investment program.

As stated in our public disclosure dated 19.09.2024, within the framework of the investment program that will increase our current installed capacity of 699 MW to 887 MW, an application was submitted to CMB regarding a cash capital increase for financing our investments. Within our registered capital ceiling of 20,000,000,000 TL, our issued capital of 1,016,031,947 TL is to be increased in cash to a nominal amount corresponding to a sale amount of 1,750,000,000 TL, determined under the Wholesale Trading (TSP) Procedures of Borsa Istanbul A.Ş., with preemptive rights of existing shareholders fully restricted. Subsequently, in our disclosure on 09.10.2024, it was announced that, by the Board resolution dated 09.10.2024, the sale amount of this allocated capital increase was raised to 3,150,000,000 TL.

On 01.11.2024, Akfen International Holding B.V. (Akfen International) notified our Company that, based on the Board of Directors' resolution dated 01.11.2024, the entirety of our allocated capital increase, with a nominal amount corresponding to a sale amount of 3,150,000,000 TL, determined within the framework of the TSP Procedure and relevant regulations, would be funded by Akfen International. Accordingly, it was resolved to allocate the entire cash capital increase amount to Akfen International to finance our investments in a total of 188 MW of solar and wind power plants, which have all commenced, with some to be operational by the end of this year. The entire amount, with a nominal value corresponding to a sale amount of 3,150,000,000 TL, will be offset against the cash receivables owed to Akfen International by our Company. This decision and its transactions will be conducted as per our Board of Directors' resolution on the allocated capital increase dated 09.10.2024 and numbered 2024/12, as disclosed on the Public Disclosure Platform (PDP) on 01.11.2024.

In addition to the funding obtained as part of the ongoing allocated capital increase under review by the CMB, a Credit Agreement was signed between our Company and two separate creditor banks for an amount of 215 million USD cash loan with a term of 72 months. This amount will be used not only for refinancing the bank loans our Company is currently liable for but also to supplement our equity in our investments.

Accordingly, as stated in our PDP announcement dated 19.03.2024, when our outlined two-phase investment program, which continues as planned, is completed in 2027, the outlined investment program is aimed to provide the following additional contributions as a result of full year operation:

(i) Approximately 485 - 525 MW to our installed capacity,
(ii) Approximately 1,350,000 - 1,505,000 MWh to our generation, and
(iii) Approximately 65 million USD to our EBITDA.

The expectations outlined in our forward-looking expectations are based on the assumption that current normal business conditions in the markets will continue. Various changes that may occur in these assumptions could lead to significant differences from the forecasted results. In the event of a significant change in the expectations we have disclosed to the public, our updated expectations, along with their reasons, will be announced to the public.

Respectfully announced to the public and investors.


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