Material Event Disclosures


Pursuant to the Article 4.2.8 of the Capital Markets Board's Communiqué on Corporate Governance, Zorlu Enerji has renewed its existing Directors and Officers Liability Policy for one year. The annual insurance limit of the policy does not exceed 25% of the Company's share capital. This statement has been translated into English for informational purposes.

The fourth coupon payment amounting to TL 2,626,317.75 on the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, was made as of today.

The interest rate for the fifth coupon payment of the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, has been set as 2.5480% This statement has been translated into English for informational purposes.

Commercial paper, which was sold to qualified investors on January 12, 2022 with a maturity of 162 days and with the ISIN Code of TRFZORN62217, was redeemed as of today (June 23,2022) with the completion of the principal payment of TL 88,060,000.

TL 103,860,000 nominally valued Corporate Bond, which was sold to qualified investors on June 3, 2021 with a maturity of 385 days and with the ISIN Code of TRSZORN62210, was redeemed as of today (June 23, 2022) with the completion of the fourth coupon payment amounting to TL 7,967,412.18 and the principal payment of TL 103,860,000.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market within one year following the receipt of the issuance certificate. Within this scope, the Company completed the sale of a TL 120,190,000 discounted commercial paper with a maturity of 112 days to qualified domestic investors on June 23, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market within one year following the receipt of the issuance certificate. Within this scope, the Company completed the sale of a TL 72,790,000 corporate bond with floating coupon payments with a maturity of 399 days to qualified domestic investors on June 23, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

The third coupon payment amounting to TL 6,797,483.88 on the TL 110,270,000 nominally valued corporate bond, which was sold to qualified investors on September 23, 2021 with a maturity of 427 days and trades with the ISIN Code of TRSZORNK2215, was made as of today.

The interest rate for the fourth coupon payment of the TL 110,270,000 nominally valued corporate bond, which was sold to qualified investors on September 23, 2021 with a maturity of 427 days and trades with the ISIN Code of TRSZORNK2215, has been set as 6.2329%.

The first coupon payment amounting to TL 1,123,429.20 on the TL 40,200,000 nominally valued corporate bond, which was sold to qualified investors on May 18, 2022 with a maturity of 393 days and trades with the ISIN Code of TRSZORN62327, was made as of today.

The interest rate for the second coupon payment of the TL 40,200,000 nominally valued corporate bond, which was sold to qualified investors on May 18, 2022 with a maturity of 393 days and trades with the ISIN Code of TRSZORN62327, has been set as 2.8877%.

The fifth coupon payment amounting to TL 1,452,742.20 on the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, was made as of today.

Pursuant to our material event disclosure dated 21.12.2021, EMRA has approved the application of Zorlu Jeotermal Enerji Elektrik Üretim AŞ, an indirect wholly-owned subsidiary of Zorlu Enerji, to amend the generation license of its Alaşehir 1 GPP, which has an installed capacity of 45 MW to increase the plant’s stated capacity from 48.5880 MWm/45MWe to 48.7543 MWm/45MWe in line with the plan to install roof-top solar panels with a capacity of 0.1663 MW at the power plant as an additional source.

The interest rate for the sixth coupon payment of the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, has been set as 2.4165%.

Pursuant to our material disclosure dated 20.05.2022, a new company with the name of "ZES B.V." was established in the Netherlands under 100% direct ownership of ZES N.V., a wholly-owned subsidiary of our Company based in the Netherlands, with the aim of expanding our activities including the sale, installation and operation of electric vehicle charging stations in Turkey to the European Union and surrounding countries and to operate in these areas in the relevant countries through our subsidiaries. 

Pursuant to our material event disclosure dated 29.04.2022, the application of ZES Dijital Ticaret AŞ, a wholly-owned subsidiary of Zorlu Enerji, to the Energy Market Regulatory Authority to obtain a charge point operator (CPO) license has been accepted.

The third coupon payment amounting to TL 2,541,630.00 on the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, was made as of today.

The interest rate for the fourth coupon payment of the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, has been set as 2.6329%.

TL 33,530,000 nominally valued lease certificate, which was sold to qualified investors on October 27, 2021 with a maturity of 210 days and with the ISIN code of TRDYVKS52223, was redeemed as of today (May 25, 2022) with the completion of the first coupon payment amounting to TL 4,436,991.34 and the principal payment of TL 33,530,000.

Within the framework of the Turkish Electricity Transmission Corporation’s additional capacity allocation to the region, Rotor Elektrik Üretim AŞ, a wholly-owned indirect subsidiary of Zorlu Enerji, has applied to EMRA to amend the installed capacity indicated in the generation license of its Gökçedağ wind power plant, which operates with a capacity of 135 MWm/135 MWe in Bahçe district of Osmaniye province, from 150.6 MWm/150.6 MWe to 181.6 MWm/181.6 MWe.

Pursuant to our material disclosure dated 21.02.2022, with the aim of expanding our activities including the sale, installation and operation of electric vehicle charging stations in Turkey to the European Union and surrounding countries and to operate in these areas in the relevant countries through our subsidiaries, a new company with the title of "ZES Solutions UK Ltd." was established in the United Kingdom under 100% direct ownership of ZES N.V., a wholly-owned subsidiary of our Company based in the Netherlands

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market within one year following the receipt of the issuance certificate.Within this scope, the Company completed the sale of a TL 54,580,000 discounted commercial paper with a maturity of 107 days to qualified domestic investors on May 18, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market within one year following the receipt of the issuance certificate.Within this scope, the Company completed the sale of a TL 40,200,000 corporate bond with floating coupon payments with a maturity of 393 days to qualified domestic investors on May 18, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial paper, which was sold to qualified investors on August 19, 2021 with a maturity of 272 days and with the ISIN Code of TRFZORN52218, was redeemed as of today (May 18, 2022) with the completion of the principal payment of TL 76,460,000.

Commercial paper, which was sold to qualified investors on September 23, 2021 with a maturity of 237 days and with the ISIN Code of TRFZORN52226, was redeemed as of today (May 18, 2022) with the completion of the principal payment of TL 56,140,000.

The third coupon payment amounting to TL 7,002,611.49 on the TL 111,370,000 nominally valued corporate bond, which was sold to qualified investors on August 19, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORNE2213, was made as of today. 

The interest rate for the fourth coupon payment of the TL 111,370,000 nominally valued corporate bond, which was sold to qualified investors on August 19, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORNE2213, has been set as 6.3576%.

The fourth coupon payment amounting to TL 1,499,603.09 on the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, was made as of today.

The interest rate for the fifth coupon payment of the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, has been set as 2.6754%.

The second coupon payment amounting to TL 14,559,295.51 on the TL 243,320,000 nominally valued Corporate Bond, which was sold to qualified investors on November 11, 2021 with a maturity of 448 days and trades with the ISIN Code of TRSZORN22313, was made as of today.

The interest rate for the third coupon payment of the TL 243,320,000 nominally valued corporate bond, which was sold to qualified investors on November 11, 2021 with a maturity of 448 days and trades with the ISIN Code of TRSZORN22313, has been set as 5.9179%.

Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2021, which was held on April 28, 2022, has been registered by the Bursa Trade Registry Office on April 29, 2022 (today).

ZES Dijital Ticaret AŞ, a wholly-owned subsidiary of Zorlu Enerji, has applied to the Energy Market Regulatory Authority (EMRA) to obtain a charge point operator (CPO) license today.

The expections for the year 2022 disclosed at the 2021 Annual General Meeting of Zorlu Enerji held on 28.04.2022 are presented below. 

Electricity sales from generation: 2,400 – 2,500 GWh
Commercial electricity sales: 6,000 – 7,000 GWh
Natural gas (Distributed including transported gas):  2,300 – 2,400 million Sm3
Revenues: 28,000 – 30,000 million TL
EBITDA: 5,000 – 6,000 million TL

At its meeting dated 28 April 2022, the Company's Board of Directors unanimously resolved;

1.To elect Mr. Bekir Ağırdır, Independent Member of the Board, as the Chairperson  and Ms. Selen Zorlu Melik, Board Member, and Ms. Başak Dalga, Investor Relations Manager, as the Committee members to carry out the activities of the Corporate Governance Committee,

2.To elect Mr. Cem Mengi, Independent Member of the Board, as the Chairperson and Mr. Bekir Ağırdır, Independent Member of the Board, as the Committee member to carry out the activities of the Audit Committee,

3.To elect Mr. Cem Mengi, Independent Member of the Board, as the Chairperson and Mr. Olgun Zorlu, Board Member, as the committee member to carry out the activities of the Early Detection of Risk Committee.

Pursuant to our material event disclosure dated 5 April 2022, Board of Directors' proposal regarding the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ as the independent audit firm for auditing the Company's accounts and transactions in 2022 has been accepted at the Company's 2021 Annual General Meeting.

Pursuant to the Company's material event disclosure dated 5 April 2022, the shareholders have been informed about the Board of Directors' resolution that no profit distribution could be made due to the net loss recorded in the Company's consolidated financial statements prepared pursuant to the CMB legislation and the presence of accumulated losses from previous years in the statutory financial statements.

Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2021 was held on 28 April 2022, at 14:00 pm at the address of Levent 199 Büyükdere Cad. No. 199 Floor: -1 34394 Şişli/İstanbul, Turkey at and the General Assembly resolved,

• To approve the Consolidated Financial Statements for the fiscal year 2021,

• To inform shareholders about the Board of Directors' resolution that no profit distribution could be made due to the net loss recorded in the Company's consolidated financial statements prepared pursuant to the CMB legislation and the existence of accumulated losses from previous years in the financial statements prepared pursuant to the legal books,

• To acquit Board Members for their activities and transactions in the fiscal year 2021,

• To pay a net monthly remuneration of TL 30,000 to each independent Board Member in 2022 and to make no payment to the other Board Members,

• To grant permission to the Board Members for carrying out the activities and transactions specified in the 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 2022,

• To set the upper limit of the donations to be made in the period between 1 January 2022 and 31 December 2022 as 1.5% of the Company's earnings before interest, taxes and depreciation (EBITDA) given in the publicly announced consolidated financial statements for the year 2021 prepared in accordance with the CMB regulations,

• To amend the Article 5 of the Company's Internal Directive Regarding the Working Principles and Procedures of the General Shareholders' Meetings.

Click here for the Minutes of the Meeting.

Click here for the List of Attendees.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 38,460,000 corporate bond with floating coupon payments with a maturity of 386 days to domestic qualified investors on April 27, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 37,980,000 discounted commercial paper with a maturity of 197 days to domestic qualified investors on April 27, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

TL 84,470,000 nominally valued Corporate Bond, which was sold to qualified investors on April 22, 2021 with a maturity of 370 days and with the ISIN Code of TRSZORN42220, was redeemed as of today (April 27, 2022) with the completion of the fourth coupon payment amounting to TL 5,322,792.58 and the principal payment of TL 84,470,000.

The second coupon payment amounting to TL 2,541,630 on the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, was made as of today.

The interest rate for the third coupon payment of the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, has been set as 2.5480%.

Pursuant to our material event disclosures dated 17.02.2022 and 04.03.2022, Zorlu Enerji completed the sale of a TL 100,000,000 domestic lease certificate with a fixed coupon payment and with a maturity of 120 days to domestic qualified investors as of today (April 14, 2022). 

TL 61,980,000 nominally valued Domestic Lease Certificate, which was sold to qualified investors on September 17, 2021 with a maturity of 209 days and with the ISIN Code of TRDYVKS42216, was redeemed as of today (April 14,2022) with the completion of the first coupon payment amounting to TL 8,340,127.95 and the principal payment of TL 61,980,000.

The third coupon payment amounting to TL 1,452,742.20 on the TL 54,300,000 nominally valued Corporate Bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, was made as of today.

The interest rate for the fourth coupon payment of the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, has been set as 2.7617%.

Zorlu Enerji has announced on July 26, 2021 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 950,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 92,480,000 discounted commercial paper with a maturity of 217 days to domestic qualified investors on April 7, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on March 18, 2022 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 1,200,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 42,810,000 corporate bond with floating coupon payments with a maturity of 406 days to domestic qualified investors on April 7, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue. 

TL 49,080,000 nominally valued Corporate Bond, which was sold to qualified investors on March 26, 2021 with a maturity of 377 days and with the ISIN Code of TRSZORN42212, was redeemed as of today (April 7, 2022) with the completion of the fourth coupon payment amounting to TL 3,563,355.24 and the principal payment of TL 49,080,000.

Commercial Paper, which was sold to qualified investors on July 9, 2021 with a maturity of 272 days and with the ISIN Code of TRFZORN42219, was redeemed as of today (April 7 2022) with the completion of the principal payment of TL 12,270,000.

The third coupon payment amounting to TL 2,304,075.54 on the TL 38,140,000 nominally valued Corporate Bond, which was sold to qualified investors on July 9, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORN92217, was made as of today.

Board of Directors of Zorlu Enerji Elektrik Üretim AŞ made the following resolution on 5 April 2022: 

Taking into consideration the assessment made by the Audit Committee on 5 April 2022 for the selection of the independent audit firm, it has been unanimously decided to appoint KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, located at Levent Mah. Meltem Sk. İş Bankası Kuleleri Blok No.14 İç Kapı No. 10 Beşiktaş/Istanbul, Turkey and registered to Istanbul Trade Registry Directorate with the registration number 480474, as the independent audit firm to audit the financial statements of the Company for the fiscal year  2022 in accordance with principles stipulated by the Turkish Commercial Code No. 6102, the Capital Market Law No. 6362 and other applicable legislation and carry out other duties specified in the relevant arrangements of the same laws and to submit the appointment for the approval of shareholders at the Annual General Meeting for the year 2021.

Board of Directors of Zorlu Enerji Elektrik Üretim AŞ made the following resolution on 5 April 2022:

The accounting period for the year 2021 ended with TL 159,434 thousands of net loss according to the consolidated financial statements prepared in line with the Turkish Accounting Standards / Turkish Financial Reporting Standards and the format required by the Capital Markets Board ("CMB") based on the "Communiqué on the Principles of Financial Reporting in Capital Markets" with number II-14.1 of the CMB, while it resulted in TL 68,203 thousands of net profit according to the statutory financial statements prepared pursuant to the provisions of the Turkish Commercial Code and Tax Procedure Law. It has been unanimously decided to inform the shareholders at the Annual General Meeting for the year 2021 that there will be no profit distribution due to the net loss recorded in the Company's consolidated financial statements prepared pursuant to the CMB legislation and the presence of accumulated losses from previous years in the financial statements prepared pursuant to the Company's legal books.

 

Click here for the Profit Distribution Table

Zorlu Enerji Elektrik Üretim AŞ's Board of Directors made the following decisions:

•  Zorlu Enerji Elektrik Üretim AŞ's Annual General Meeting for the year 2021 will be held on 28 April 2022, Thursday, at 2:00 pm at the address of Levent 199 Büyükdere Cad. No: 199 Floor: -1 34394 Şişli/Istanbul, in order to discuss and decide on the agenda specified above.

•  The Board of Directors is authorized to make the invitation for the Annual General Meeting in accordance with the Company's Articles of Association and related regulations.

•  Pursuant to the Capital Markets Board's Corporate Governance Principles and Communiqués, the documents and the reports to be discussed at the Annual General Meeting will be submitted to the information of the shareholders on the Company's website under the "General Assembly Information Memorandum" heading and the Board of Directors is authorized to make the necessary material event disclosure.

 

Click here for the Invitation for the Annual General Meeting.

Click here for the Information Memorandum for the Annual General Meeting.

Click here for the Proxy Statement for the Annual General Meeting.

The interest rate for the fourth coupon payment of the TL 38,140,000 nominally valued corporate bond, which was sold to qualified investors on July 9, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORN92217, has been set as 6.1083%.

The first coupon payment amounting to TL 2,711,105.25 on the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, was made as of today.

The interest rate for the second coupon payment of the TL 99,750,000 nominally valued corporate bond, which was sold to qualified investors on February 24, 2022 with a maturity of 385 days and trades with the ISIN Code of TRSZORN32312, has been set as 2.5480%.

The second coupon payment amounting to TL 6,873,018.83 on the TL 110,270,000 nominally valued corporate bond, which was sold to qualified investors on September 23, 2021 with a maturity of 427 days and trades with the ISIN Code of TRSZORNK2215, was made as of today.

The interest rate for the third coupon payment of the TL 110,270,000 nominally valued corporate bond, which was sold to qualified investors on September 23, 2021 with a maturity of 427 days and trades with the ISIN Code of TRSZORNK2215, has been set as 6.1644%.

Pursuant to our material event disclosures dated 14.02.2022, 16.02.2022 and 18.03.2022, the Capital Markets Board's ("CMB") approval for the planned debt issue was announced in the CMB's bulletin dated 17.03.2022 (March 17, 2022) and numbered 2022/13 and notified to the Company on 18.03.2022, and the issue document is presented in the attachment.

Pursuant to our material event disclosures dated 14.02.2022 and 16.02.2022, the Capital Markets Board's ("CMB") approval for the planned debt issue was announced in the CMB's bulletin dated 17.03.2022 (March 17, 2022) and numbered 2022/13 and the signed application form regarding the issue is presented in the attachment. The issue document will be announced on the Public Disclosure Platform upon its notification to the Company.

The second coupon payment amounting to TL 1,452,742.20 on the TL 54,300,000 nominally valued Corporate Bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, was made as of today.

The interest rate for the third coupon payment of the TL 54,300,000.00 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, has been set as 2.6754%.

TL 80,000,000.00 nominally valued Domestic Lease Certificate, which was sold to qualified investors on January 5, 2022 with a maturity of 63 days and with the ISIN Code of TRDYVKS32233, was redeemed as of today (March 10, 2022) with the completion of the first coupon payment amounting to TL 4,694,800.00 and the principal payment of TL 80,000,000.00.

Pursuant to the required approvals mentioned in our material event disclosures dated 17.02.2022 and 04.03.2022, Zorlu Enerji completed the sale of a TL 80,000,000.00 domestic lease certificate with a fixed coupon payment and with a maturity of 119 days to domestic qualified investors as of today (March 10, 2022).

Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors evaluated that it would be more efficient to manage Kazakhstani operations through Zorlu Enerji, if needed, and with the Board resolution dated March 10, 2022 decided to liquidate the Company’s Kazakhstan Branch. Accordingly, the liquidation procedures have been initiated.

Enclosed is the “Report on the Use of Funds to be Obtained from the Capital Increase” prepared in accordance with the Article 33 of the Capital Markets Board’s Share Communiqué numbered VII-128.1.

The Use of Funds to be Obtained form the Capital Increase

Planned (TL)

Realised (TL)

Payment of debt to parent company, Zorlu Holding AŞ

  306,436,496.00

  306,436,496.00

Financial debt service (interest, principal and other financial expenses)

  167,143,557.00

  167,675,184.71

Payment of trade payables

    26,419,947.00

    26,419,947.00

Payments to EPİAŞ for electricity procurements

    26,419,947.00

    26,419,947.00

Total

  500,000,000.00

  500,531,627.71

Osmangazi Elektrik Dağıtım AŞ ("OEDAŞ"), an indirect wholly-owned subsidiary of Zorlu Enerji, signed Project Finance Agreements with the European Bank for Reconstruction and Development ("EBRD"), International Finance Corporation ("IFC"), Nederlandse Financierings Maatschappij Voor Ontwikkelingslanden N.V. ("FMO"), Asian Infrastructure Investment Bank ("AIIB") and Denizbank AŞ for a TL-denominated loan up to a total amount of US$375 million on March 7, 2022.

The afore-mentioned loan will be used to finance the electricity distribution investments to be undertaken by OEDAŞ during the fourth tariff implementation period (2021-2025), which was announced by the EMRA.

Pursuant to our material event disclosure dated 17.02.2022, Capital Markets Board has approved Zorlu Enerji Elektrik Üretim AŞ's application to issue lease certificates, which will have a size of up to TL 480,000,000.00 and varying maturities between 1-60 months and will be sold to qualified investors in the domestic market without public offering.

Zorlu Doğal Elektrik Üretimi AŞ, a wholly owned subsidiary of Zorlu Enerji, will establish a solar power plant to be integrated to its existing Kızıldere 1 GPP (installed capacity :15 MWm / 15 MWe) in Sarayköy, Denizli, as a result of which, the facility will operate as a Hybrid Renewable Power Plant and generate electricity from both geothermal and solar energy (Main Source: Geothermal + Secondary Source: Solar). Accordingly, the Company applied to EMRA to amend the generation license of the Kızıldere 1 GPP to 15.99 MWm / 15 MWe.

The third coupon payment amounting to TL 6,473,489.94 on the TL 103,860,000 nominally valued Corporate Bond, which was sold to qualified investors on June 3, 2021 with a maturity of 385 days and trades with the ISIN Code of TRSZORN62210 was made as of today.

The interest rate for the fourth coupon payment of the TL 103,860,000 nominally valued corporate bond, which was sold to qualified investors on June 3, 2021 with a maturity of 385 days and trades with the ISIN Code of TRSZORN62210, has been set as 7.6713%. have a size of up to TL 480,000,000.00 and varying maturities between 1-60 months and will be sold to qualified investors in the domestic market without public offering.

Issuance of a Corporate Bond with Floatıng Coupon Payment to Qualıfıed Investors Zorlu Enerji has announced on July 26, 2021 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 950,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 99,750,000.00 corporate bond with floating coupon payments with a maturity of 385 days to domestic qualified investors on February 24, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Issuance of a Dıscounted Commercıal Paper to Qualıfıed Investors Zorlu Enerji has announced on July 26, 2021 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 950,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 107,390,000.00 discounted commercial paper with a maturity of 217 days to domestic qualified investors on February 24, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

TL 154,940,000 nominally valued Corporate Bond, which was sold to qualified investors on February 12, 2021 with a maturity of 377 days and with the ISIN Code of TRSZORN22214, was redeemed as of today (February 24, 2022) with the completion of the fourth coupon payment amounting to TL 9,975,656.94 and the principal payment of TL 154,940,000.00.

Pursuant to our material event disclosure dated 13.01.2022, EMRA has approved the application of Zorlu Jeotermal Enerji Elektrik Üretim AŞ, a wholly-owned subsidiary of Zorlu Enerji, to amend the pre-license of its Alaşehir 3 Geothermal Power Plant Project, for reducing the project’s installed capacity from 50MWm/50MWe to 10MWm/10MWe for the purpose of effective management of the geothermal resource and reservoir.

Pursuant to our material disclosure dated 21.01.2022, with the aim of expanding our activities including the sale, installation and operation of electric vehicle charging stations in Turkey to the European Union and surrounding countries and to operate within this scope in the relevant countries through our subsidiaries, a new company with the title of "ZES Spolka Z.O.O." was established in Poland under 100% direct ownership of ZES N.V. a wholly - owned subsidiary of our Company established in the Netherlands.

With the aim of creating synergy in its Israeli operations and supporting its strategic and profitable growth, Zorlu Enerji Elektrik Üretim AŞ established a new company in Israel titled “Zador Israel Ltd.” with a 100% shareholding. The company was founded with an initial capital of NIS 1 and has been incorporated and registered with the Israeli Trade Registry on February 16, 2022.

Zorlu Enerji Elektrik Üretim AŞ's stand-alone income statement for the period 01.01.2021 - 31.12.2021, which has been submitted to the Tax Authority in accordance with the Tax Procedure Law, can be found in the attachment. The aforementioned income statement is not prepared in accordance with the Capital Markets Board's legislation.

Pursuant to our material event disclosure dated 13.01.2022, the term of the pre-license for Kızıldere 4 Geothermal Power Plant Project, which is planned to be developed in Denizli and Aydın by Zorlu Doğal Elektrik Üretimi AŞ, a 100% owned subsidiary of Zorlu Enerji Elektrik Üretim AŞ, has been extended for twenty-three months with the approval of EMRA.

This statement was 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.

Pursuant to our material event disclosures dated 27.01.2022 and 31.01.2022, Zorlu Enerji has been notified today that the Energy Market Regulatory Authority had approved the Company's application to issue lease certificates.

Pursuant to our material event disclosure dated 14.02.2022, Zorlu Enerji submitted its applications to the Capital Markets Board and Borsa Istanbul AŞ for its planned issuance of  debt instruments as of today (February 16, 2022).

The second coupon payment amounting to TL 7,080,459.12 on the TL 111,370,000 nominally valued Corporate Bond, which was sold to qualified investors on August 19, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORNE2213, was made as of today.

The interest rate for the third coupon payment of the TL 111,370,000 nominally valued corporate bond, which was sold to qualified investors on August 19, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORNE2213, has been set as 6.2877%

Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors decided to apply to the Capital Market Boards of Turkey to issue up to TL 1,200,000,000 of debt instruments in single or multiple tranches with varying maturities of maximum 5 years. The instruments will be sold to qualified investors in the domestic market. Ak Yatırım Menkul Değerler AŞ is authorized as the financial intermediary for the issue.

The first coupon payment amounting to TL 1,405,881.29 on the TL 54,300,000 nominally valued Corporate Bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, was made as of today.

The interest rate for the second coupon payment of the TL 54,300,000 nominally valued corporate bond, which was sold to qualified investors on January 12, 2022 with a maturity of 366 days and trades with the ISIN Code of TRSZORN12314, has been set as 2.6754%.

The first coupon payment amounting to TL 14,399,434.26 on the TL 243,320,000 nominally valued Corporate Bond, which was sold to qualified investors on November 11, 2021 with a maturity of 448 days and trades with the ISIN Code of TRSZORN22313 was made as of today.

The interest rate for the second coupon payment of the TL 243,320,000 nominally valued corporate bond, which was sold to qualified investors on November 11, 2021 with a maturity of 448 days and trades with the ISIN Code of TRSZORN22313, has been set as 5.9836%.

Pursuant to our material event disclosure dated 27.01.2022, the necessary application regarding the planned issuance of a lease certificate, has been made to the Capital Markets Board as of today (January 31, 2022).

Pursuant to Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors’ resolution dated 27.01.2022 and in accordance with the Capital Markets Law and the Communiqué On Lease Certificates No. III-61.1 of Capital Markets Board (the Communiqué), the Company decided to participate as a Fund User/ Originator in the issuance of management agreement based lease certificates according to the Articles 4/1b and 6 of the Communiqué, which will have a size of up to TL 480 mn and varying maturities between 1-60 months and will be sold to qualified investors in the domestic market without public offering. Yatırım Varlık Kiralama AŞ will be the issuer and Türkiye Sınai Kalkınma Bankası AŞ will act as the financial intermediary for the issue as per the agreement between Yatırım Varlık Kiralama AŞ and Türkiye Sınai Kalkınma Bankası AŞ. The application for the afore-mentioned issuance has been submitted to the Energy Market Regulatory Authority. Necessary disclosure will be made to public when the application is submitted to the Capital Markets Board.

The third coupon payment amounting to TL 5,264,930.63 on the TL 84,470,000 nominally valued Corporate Bond, which was sold to qualified investors on April 22, 2021 with a maturity of 370 days and trades with the ISIN Code of TRSZORN42220, was made as of today.

The interest rate for the fourth coupon payment of the TL 84,470,000 nominally valued corporate bond, which was sold to qualified investors on April 22, 2021 with a maturity of 370 days and trades with the ISIN Code of TRSZORN42220, has been set as 6.3014% (simple annual interest 25.0001%).

Pursuant to our material disclosure dated 11.01.2022, with the aim of expanding our activities including the sale, installation and operation of electric vehicle charging stations in Turkey to the European Union and surrounding countries and to operate within this scope in the relevant countries through our subsidiaries, a new company with the title of "Zorlu Energy Solutions (ZES) I.K.E." was established in Greece under 100% direct ownership of ZES N.V., a wholly-owned subsidiary of our Company established in the Netherlands.

Zorlu Jeotermal Enerji Elektrik Üretim AŞ, a wholly-owned subsidiary of Zorlu Enerji, has applied to EMRA to amend the installed capacity stated in the pre-license of its Alaşehir 3 Geothermal Power Plant Project, which is planned to be developed in Alaşehir, Manisa. Accordingly, the project’s 50MWm/50MWe installed capacity stated in the pre-license will be amended to 10MWm/10MWe, with the purpose of effective management of the geothermal resource and reservoir.

Pursuant to our material event disclosure dated 26.03.2020, Zorlu Doğal Elektrik Üretimi AŞ, a wholly-owned subsidiary of Zorlu Enerji, has applied to EMRA to extend the term of the pre-license for its Kızıldere 4 Geothermal Power Plant, which is planned to be developed in Denizli and Aydın, for six months.

Zorlu Enerji announced on July 26, 2021 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 54,300,000 corporate bond with floating coupon payments with a maturity of 366 days to domestic qualified investors on January 12, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji announced on July 26, 2021 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 88,060,000 discounted commercial paper with a maturity of 162 days to domestic qualified investors on January 12, 2022. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper, which was sold to qualified investors on June 3, 2021 with a maturity of 223 days and with the ISIN Code of TRFZORN12212, was redeemed as of today (January 12, 2022) with the completion of the principal payment of TL 22,200,000.

Corporate Bond, which was sold to qualified investors on January 7, 2021 with a maturity of 370 days and with the ISIN Code of TRSZORN12223, was redeemed as of today (January 12, 2022) with the completion of the fourth coupon payment amounting to TL 1,410,162.80 and the principal payment of TL 22,300,000.

Corporate Bond, which was sold to qualified investors on December 16, 2020 with a maturity of 392 days and with the ISIN Code of TRSZORN12215, was redeemed as of today (January 12, 2022) with the completion of the fifth coupon payment amounting to TL 880,304.32 and the principal payment of TL 52,160,000.

Pursuant to our material disclosure dated 02.12.2021, with the aim of expanding our activities including the sale, installation and operation of electric vehicle charging stations in Turkey to the European Union and surrounding countries and to operate within this scope in the relevant countries through our subsidiaries, a new company with the title of "Zorlu Energy Solutions (ZES) Solutions EOOD " was established in Bulgaria under 100% direct ownership of ZES N.V., a wholly-owned subsidiary of our Company established in the Netherlands.

Within the scope of the CMB approval, Zorlu Enerji completed the sale of a TL 80,00,000 lease certificate with a maturity of 63 days to domestic qualified investors on January 5, 2022.

The first coupon payment, amounting to TL 6,193,489.26 and principal payment of TL 61,430,000 for the lease certificate with the ISIN Code of TRDYVKS12219 was made as of today.

The second coupon payment, amounting to TL 2,329,705.62 on the TL 38,140,000 nominally valued Corporate Bond, which was sold to qualified investors on July 9, 2021 with a maturity of 420 days and with the ISIN Code of TRSZORN92217 was made as of today.

The interest rate for the third coupon payment of TL 38,140,000 nominally valued Corporate Bond, which was sold to qualified investors on July 9, 2021 with a maturity of 420 days and trades with the ISIN Code of TRSZORN92217 has been set as 6.0411%.

Rotor Elektrik Üretim AŞ, a wholly-owned subsidiary of Zorlu Enerji, will establish a solar power plant to be integrated to its existing Gökçedağ WPP (installed capacity :135 MWm / 135 MWe; generation license: 150.6 MWm / 150.6 MWe ) in Bahçe, Osmaniye, as a result of which, the facility will operate as a hybrid renewable power plant and generate electricity from both wind and solar energy (Main Source: Wind + Auxiliary Source: Solar). Accordingly, the Company applied to EMRA to amend the generation license of the Gökçedağ WPP to 160.209 MWm / 150.6 MWe.