Material Event Disclosures


The first coupon payment of USD 9,257,545 relating to the USD 168,319,000 nominal value Eurobond with ISIN Code US98977LAA44, issued by Zorlu Enerji Elektrik Üretim A.Ş. on October 23, 2024 and November 7, 2024 has been completed as of today. This statement has been translated into English for informational purposes only. In the event of any discrepancy between the Turkish and English versions of this disclosure, the Turkish version shall prevail.

The first coupon payment of USD 51,242,455 relating to the USD 931,681,000 nominal value Eurobond with ISIN Code XS2926261426, issued by Zorlu Enerji Elektrik Üretim A.Ş. on October 23, 2024, November 7, 2024, and March 6, 2025, has been completed as of today. This statement has been translated into English for informational purposes only. In the event of any discrepancy between the Turkish and English versions of this disclosure, the Turkish version shall prevail.

Commercial paper, which was sold to qualified investors on August 29, 2024 with a maturity of 232 days and with the ISIN Code of TRFZORN42516, was redeemed as of today (April 18, 2025) with the completion of the third coupon payment amounting TL 3,130,590.52 and principal payment of TL 43,530,000. 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.

Commercial paper, which was sold to qualified investors on October 24, 2024 with a maturity of 176 days and with the ISIN Code of TRFZORN42524, was redeemed as of today (April 18, 2025) with the completion of the first coupon payment amounting TL 12,474,331.99 and principal payment of TL 52,000,000. 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.

Zorlu Enerji has announced on July 05, 2024 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 3,500,000,000 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 114,730,000 corporate bond with floating coupon payments with a maturity of 369 days to qualified domestic investors on April 18, 2025. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.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.

Within the scope of the sale of all shares held by our Company in Dorad Energy Ltd. ("Dorad"), corresponding to 25% of Dorad's share capital, the right of first refusal specified in our material event disclosure dated 06.03.2025 has been exercised proportionally by Dorad's existing shareholders, Ellomay Luzon Energy Infrastructures Ltd. ("Ellomay Luzon") and Edelcom Ltd. ("Edelcom"), in accordance with their respective shareholdings. Accordingly, Share Purchase Agreements have been signed for the transfer of our 15% stake in Dorad's share capital, which is subject to right of first refusal, in equal parts to Edelcom and Ellomay Luzon. The sale process for the remaining 10% stake, which is not subject to right of first refusal, is also ongoing with the Phoenix Group. The Share Purchase Agreements signed with Edeltech, Ellomay Luzon, and the Phoenix Group contain identical terms and conditions. Upon obtaining the approval of Dorad's Board of Directors, securing the required legal authorizations, and fulfilling the contractual conditions, the share transfers—subject to contractual price adjustments—will be completed, and our Company will no longer hold any shares in Dorad.
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.

The third coupon payment amounting to TL 82,274,400.00 on the TL 600,000,000 nominally valued corporate bond, which was sold to qualified investors on July 11, 2024 with a maturity of 391 days and trades with the ISIN Code of TRSZORN82515, was made as of today. 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.

The interest rate for the fourth coupon payment of the TL 600,000,000 nominally valued corporate bond, which was sold to qualified investors on July 11, 2024 with a maturity of 391 days and trades with the ISIN Code of TRSZORN82515, has been set as 17.7809%. 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.

The second coupon payment amounting to TL 67,125,595.99 on the TL 508,000,000 nominally valued corporate bond, which was sold to qualified investors on October 03, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORNK2512, was made as of today. 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.

The interest rate for the third coupon payment of the TL 508,000,000 nominally valued corporate bond, which was sold to qualified investors on October 03, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORNK2512, has been set as 13.2137%. 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.

TL 400,000,000 nominally valued Corporate Bond, which was sold to qualified investors on March 07, 2024 with a maturity of 385 days and with the ISIN Code of TRSZORN32510, was redeemed as of today (March 27, 2025) with the completion of the fourth coupon payment amounting to TL 65,119,999.99 and the principal payment of TL 400,000,000. 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.

Zorlu Enerji has announced on November 15, 2024 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 5,000,000,000 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 292,500,000 corporate bond with floating coupon payments with a maturity of 391 days to qualified domestic investors on March 27, 2025. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.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.

ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

Change in Articles of Association

Publish Date:14.03.2025 18:40:59

Disclosure Type:ODA

Year:

Period:

Summary

Amendment of Articles of Associations - Approval of CMB

Related Companies

[]

Related Funds

[]

English

Change in Articles of Association

Update Notification Flag

Hayır (No)

Correction Notification Flag

Hayır (No)

Date Of The Previous Notification About The Same Subject

-

Postponed Notification Flag

Hayır (No)

Announcement Content

Explanations

Pursuant to the Capital Markets Board ("CMB") 14.03.2025 dated notification letter Amendment of Company's Articles of Associations has been deemed appropriate pursuant to Turkish Commercial Code and the relevant legislation. The Amendment will be submitted to shareholders' approval at 2024 accounting period ordinary general assembly meeting upon relevant Ministry's approval. The CMB-approved amendment text is in the annex of this statement. 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.

We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.

ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

Participation Finance Principles Information Form

Publish Date:11.03.2025 23:50:13

Disclosure Type:DG

Year:2024

Period:4

SUMMARY INFORMATION

Presentation Currency

1.000 TL

Financial Statement Year / Period

2024 / Annual

Nature of Financial Statements

Consolidated

1) Are there any activities of the company itself, partners or subsidiaries that do not comply with the Participation Finance Principles written in the article of association?

NO

2) Are there any share privileges that do not comply with the Participation Finance Principles written in the article of association?

NO

3) Does the company engage in the actions and/or transactions defined in Article 1.5 of the Standard and Article 1.D of the Guidelines?

NO

4) Does the company have activities and/or income that are directly contrary to the principles of participation finance?

NO

5) The ratio of the company's total income that do not comply with the Participation Finance Principles (%) [ (4B+4C-4D) / 4E ] * 100

24,53

6) The ratio of the company's assets that do not comply with the Participation Finance Principles (%) [ 5F-5G) / 5H ] * 100

5,71

7) The ratio of the company's liabilities that do not comply with the Participation Finance Principles (%) [ (6I-6J) / 5H ] * 100

40,12

1) Activities Written In Article Of Association That Do Not Comply With The Participation Finance Principles

YES / NO

SECTION NUMBER

1) Does the company's, its partners' or subsidiaries' article of association include any of the activities listed in article 1.2 of the Standard?

NO

2) Does the company's, its partners' or subsidiaries' article of association allow to become a partner in companies whose activities include any of the activities listed in article 1.2 of the Standard?

NO

2) Preferred Shares and Usufruct Shares Information

YES / NO

SECTION NUMBER

1) Are there any dividend privileges among the share groups of the company or, if any, in the usufruct shares?

NO

2) Are there any liquidation privileges among the share groups of the company or, if any, in the usufruct shares?

NO

3) Statement on Standard Article 1.5 and Guideline Article 1.D

YES / NO

NOTE

1) Is there a disclosure to the public made by the company's authorized body or officials regarding the company's support for the actions described in Standard's article 1.5 and Guideline's article 1.D?

NO

2) Are there any decisions made by public authorities or national or international courts regarding the company's support for the acts described in Standard's article 1.5 and Guideline's article 1.D?

NO

4) Incomes That Do Not Comply With The Participation Finance Principles

A) ACTIVITIES THAT RENDER THE COMPANY DIRECTLY CONTRARY TO THE PRINCIPLES OF PARTICIPATION FINANCE PURSUANT TO GUDELINE ARTICLE 3.1

YES / NO

1) Does the company itself, its shareholders or subsidiaries have activities and/or income for the production and trade of alcoholic beverages/foods in accordance with the Guideline's article 3.1.1?

NO

2) Does the company itself, its partners or subsidiaries have activities and/or income for the production and trade of pork products in accordance with the Guideline's article 3.1.2?

NO

3) Does the company itself, its partners or subsidiaries have activities and/or income for the production and wholesale trade of tobacco products for smoking in accordance with the Guideline's article 3.1.3?

NO

4) Does the company itself, its partners or subsidiaries have gambling or gambling-like activities and/or income in accordance with the Guideline's article 3.1.4?

NO

5) Does the company itself, its partners or subsidiaries have any financial sector activities and/or income, excluding those based on participation finance?

NO

6) Does the company itself, its partners or subsidiaries have any publishing activities and/or revenue that are contrary to morality and Islamic values in accordance with the Guideline's article 3.1.5?

NO

7) Does the company itself, its partners or subsidiaries have hotel management, tourism sector activities, various entertainment and organization activities and/or income that are incompatible with Islamic values in accordance with the Guideline's article 3.1.6?

NO

B) INCOME FROM ACTIVITIES THAT ARE NOT IN COMPLIANCE WITH THE PRINCIPLES OF PARTICIPATION FINANCE BUT ARE PERMITTED UP TO 5% IN ACCORDANCE WITH GUIDELINE ARTICLE 3.2

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) In accordance with the Guideline's article 3.2.2, total revenue from the retail sale of tobacco products damaging to health

0

2) In accordance with the Guideline's article 3.2.3, total income from business and services provided to companies that do not operate in accordance with the principles of participation finance

0

3) In accordance with the Guideline's article 3.2.4, total rental income from companies that do not operate in accordance with the principles of participation finance

0

4) In accordance with the Guideline's article 3.2.5, total revenue from advertising, branding, sponsorship and brokerage activities

0

TOTAL

0

C) RELATED FINANCIAL STATEMENT ITEMS

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Other Operating Income

2.921.533

2) Finance Income

4.910.232

3) Investment Activity Income

4.825.556

4) Revenue from Finance Sector Operations

0

5) Share of Profit (Loss) of Associated and Joint Ventures Accounted for Using Equity Method

800.581

TOTAL

13.457.902

D) INCOME THAT COMPLY WITH THE PARTICIPATION FINANCE PRIINCIPLES THAT IS IN THE FINANCIAL STATEMENT ITEMS LISTED IN TABLE C

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Price difference income (The portion accounted for in the items listed in table C)

0

2) Foreign exchange gains (The portion accounted for in the items listed in table C)

2.350.564

3) Term sales income (The portion accounted for in the items listed in table C)

532.358

4) Income from participation-based assets and funds included currency protected deposit

0

5) Social security contribution income

0

6) Promotion income from participation banks

0

7) Customer prepayments recorded as revenue (The portion accounted for in the items listed in table C)

0

8) Provisions no longer required

0

9) Service revenue (The portion accounted for in the items listed in table C)

0

10) Rent and maintenance-repair income (The portion accounted for in the items listed in table C)

0

11) Warehousing income (The portion accounted for in the items listed in table C)

0

12) Compensation and penalty income

0

13) Insurance damage compensation income

0

14) Lawsuit income

0

15) Dividend income from companies whose activities comply with the participation finance principles

0

16) Total of other income that comply with the participation finance principles not listed above (The portion accounted for in the items listed in table C)

0

TOTAL

2.882.922

Explanation for the article 16 above

E) TOTAL INCOME

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Revenue

29.657.596

2) Other Operating Income

2.921.533

3) Finance Income

4.910.232

4) Investment Activity Income

4.825.556

5) Revenue from Finance Sector Operations

0

6) Share of Profit (Loss) of Associates and Joint Ventures Accounted for Using Equity Method

800.581

TOTAL

43.115.498

5) Assets That Do Not Comply With The Participation Finance Principles (F-G)

F) RELATED FINANCIAL STATEMENT ITEMS

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Cash and cash equivalents

1.541.918

2) Financial Investments (Total of Those Classified in Current and Noncurrent Assets)

2.820

3) Derivative Financial Assets (Total of Current and Noncurrent Assets)

0

4) Receivables From Financial Sector Operations (Total of Current and Noncurrent Assets)

0

5) Investments Accounted For Using Equity Method

5.748.923

6) Investments In Subsidiaries Joint Ventures And Associates

0

TOTAL

7.293.661

G) ASSETS THAT COMPLY WITH THE PARTICIPATION FINANCE PRINCIPLES THAT IS IN THE FINANCIAL STATEMENT ITEMS LISTED IN TABLE F

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Checks

0

2) Cash

3.504

3) Demand deposits

512.574

4) Total invested amount in participation-based financial instruments (Lease certificates, sukuk, profit share deposit included currency protected deposit)

0

5) Shares in subsidiaries joint ventures and associates complying with the participation finance principles

0

6) Credit card receivables

0

7) Total of other assets that are considered as compliying with the participation finance principles not listed above (The portion accounted for in the items listed in table F)

0

TOTAL

516.078

Explanation for the article 7 above

H) TOTAL ASSETS

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

TOTAL ASSETS

118.784.725

6) Liabilities That Do Not Comply With The Participation Finance Principles (I-J)

I) RELATED FINANCIAL STATEMENT ITEMS

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Current Borowings

1.479.026

2) Current Portion Of Noncurrent Borrowings

9.716.387

3) Noncurrent Borrowings

34.533.664

4) Derivative Financial Liabilities (Total of Those Classified in Current and Noncurrent Liabilities)

0

5) Payables On Financial Sector Operations (Total of Those Classified in Current and Noncurrent Liabilities)

0

6) Other Payables (Total of Those Classified in Current and Noncurrent Liabilities)

2.275.153

TOTAL

48.004.230

J) LIABILITES THAT COMPLY WITH THE PARTICIPATION FINANCE PRINCIPLES AND LISTED IN THE TABLE I

ITEM NAME

AMOUNT

1.000 TL

2024 / Annual

Consolidated

1) Lease Liabilities (Total of Those Classified in Current and Noncurrent Liabilities)

344.929

2) Bank Loans From Participation Banks

0

3) Issued Debt Instruments in interest-free instruments e.g.lease certificates, sukuk

0

4) Total of other debts that are considered as complying with the participation finance principles not listed above (The portion accounted for in the items listed in table I)

0

TOTAL

344.929

Explanation for the article 4 above

ZORLU ENERJİ ELEKTRİK ÜRETİM A.Ş.

Financial Report

Publish Date:11.03.2025 23:40:14

Disclosure Type:FR

Year:2024

Period:4

Presentation Currency

1.000 TL

Nature of Financial Statements

Consolidated

Current Period
31.12.2024

Previous Period
31.12.2023

Statement of Financial Position (Balance Sheet)

Assets [abstract]

CURRENT ASSETS

Cash and cash equivalents

4

1.541.918

2.791.942

Cash Accounts Regarding Real Estate Projects

Financial Investments

13

0

576.172

Restricted Bank Balances

Time Deposits

Financial Assets Available-for-sale

Financial Investments Held To Maturity

Financial Assets at Fair Value Through Profit or Loss

Financial Assets Held For Trading

Other Financial Assets Measured at Fair Value Through Profit or Loss

Financial Assets Designated at Fair Value Through Profit or Loss

Financial Investments with Risks on Policyholders

Financial Assets at Fair Value Through Other Comprehensive Income

Financial Assets Measured At Fair Value Through Other Comprehensive Income

Investments in Equity Instruments

Financial Assets Measured at Amortised Cost

Other Financial Investments

Financial Assets Given As Colleteral

Trade Receivables

6.439.443

8.644.313

Trade Receivables Due From Related Parties

7,32

1.915.407

1.782.069

Trade Receivables Due From Unrelated Parties

7

4.524.036

6.862.244

Receivables From Financial Sector Operations

Receivables From Financial Sector Operations Due From Related Parties

Receivables From Financial Sector Operations Due From Unrelated Parties

Reserve Deposits with the Central Bank of the Republic Turkey

Other Receivables

1.096.199

1.866.862

Other Receivables Due From Related Parties

8,32

1.045.942

1.656.005

Other Receivables Due From Unrelated Parties

8

50.257

210.857

Contract Assets

Contract Assets from Ongoing Construction Contracts

Contract Assets from Sale of Goods and Service Contracts

Other Contract Assets

Financial Assets Regarding Service Concession Arrangements

5

2.827.315

2.501.954

Derivative Financial Assets

Derivative Financial Assets Held for Trading

Derivative Financial Assets Held for Hedging

Inventories

9

467.769

767.176

Inventories Work-in Progress

Biological Assets

Prepayments

199.712

151.413

Prepayments to Related Parties

Prepayments to Unrelated Parties

11

199.712

151.413

Deferred Insurance Acquisition Costs

Current Tax Assets

59.124

0

Current Non-cash Free Collaterals that can be Used

Other current assets

778.571

1.234.204

Other Current Assets Due From Related Parties

Other Current Assets Due From Unrelated Parties

10

778.571

1.234.204

SUB-TOTAL

13.410.051

18.534.036

Non-current Assets or Disposal Groups Classified as Held for Sale

12

0

10.092.151

Non-current Assets or Disposal Groups Classified as Held for Distribution to Owners

Total current assets

13.410.051

28.626.187

NON-CURRENT ASSETS

Financial Investments

2.820

2.820

Restricted Bank Balances

Time Deposits

Financial Assets Available-for-Sale

Financial Investments Held To Maturity

Financial Assets at Fair Value Through Profit or Loss

Financial Assets Held For Trading

Other Financial Assets Measured at Fair Value Through Profit or Loss

Financial Assets Designated As at Fair Value Through Profit or Loss

Financial Investments with Risks on Policyholders

Financial Assets at Fair Value Through Other Comprehensive Income

Financial Assets Measured At Fair Value Through Other Comprehensive Income

Investments in Equity Instruments

Financial Assets Measured at Amortised Cost

Other Financial Investments

13

2.820

2.820

Investments in subsidiaries, joint ventures and associates

Trade Receivables

581.994

538.692

Trade Receivables Due From Related Parties

Trade Receivables Due From Unrelated Parties

7

581.994

538.692

Receivables From Financial Sector Operations

Receivables From Financial Sector Operations Due From Related Parties

Receivables From Financial Sector Operations Due From Unrelated Parties

Other Receivables

12.422.579

17.838.610

Other Receivables Due From Related Parties

8,32

12.393.118

17.382.082

Other Receivables Due From Unrelated Parties

8

29.461

456.528

Contract Assets

239.887

434.205

Contract Assets from Ongoing Construction Contracts

Contract Assets from Sale of Goods and Service Contracts

Other Contract Assets

18

239.887

434.205

Financial Assets regarding Service Concession Arrangements

5

9.426.971

10.666.064

Derivative Financial Assets

20

0

496.169

Derivative Financial Assets Held for Trading

Derivative Financial Assets Held for Hedging

Inventories

Investments accounted for using equity method

14

5.748.923

6.448.743

Biological assets

Investment property

Investment Properties Work in Progress

Property, plant and equipment

16

54.966.237

58.368.006

Land and Premises

Land Improvements

Buildings

Machinery And Equipments

Vehicles

Fixtures and fittings

Leasehold Improvements

Bearer Plants

Assets Subject to Depletion

Construction in Progress

Operational Lease Assets

Other property, plant and equipment

Right of Use Assets

15

905.792

872.396

Intangible assets and goodwill

17

10.487.578

11.061.118

Goodwill

Rights Regarding Concession Arrangements

Other Rights

Patents

Brand names

Licenses

Computer Softwares

Capitalized Development Costs

Other intangible assets

Prepayments

14.230

15.991

Prepayments to Related Parties

Prepayments to Unrelated Parties

11

14.230

15.991

Deferred Tax Asset

24

10.576.533

6.855.687

Current Tax Assets, Non-current

Non-current Non-cash Free Collaterals that can be Used

Other Non-current Assets

1.130

4.469

Other Non-Current Assets Due From Related Parties

Other Non-Current Assets Due From Unrelated Parties

10

1.130

4.469

Total non-current assets

105.374.674

113.602.970

Total assets

118.784.725

142.229.157

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Current Borrowings

1.479.026

2.392.597

Current Borrowings From Related Parties

Bank Loans

Lease Liabilities

Issued Debt Instruments

Other short-term borrowings

Current Borrowings From Unrelated Parties

1.479.026

2.392.597

Bank Loans

6

597.856

1.769.791

Lease Liabilities

Issued Debt Instruments

6

881.170

622.806

Other short-term borrowings

Current Portion of Non-current Borrowings

9.716.387

22.012.854

Current Portion of Non-current Borrowings from Related Parties

Bank Loans

Lease Liabilities

Issued Debt Instruments

Current Portion of other Non-current Borrowings

Current Portion of Non-current Borrowings from Unrelated Parties

9.716.387

22.012.854

Bank Loans

6

1.824.359

16.534.861

Lease Liabilities

6

79.755

180.452

Issued Debt Instruments

6

7.812.273

5.297.541

Current Portion of other Non-current Borrowings

Other Financial Liabilities

Put Option Liabilities Related with Non-controlling Interests

Financial Guarantee Contracts

Other Miscellaneuous Financial Liabilities

Trade Payables

5.077.060

5.602.363

Trade Payables to Related Parties

7,32

291.430

337.874

Trade Payables to Unrelated Parties

7

4.785.630

5.264.489

Payables on Financial Sector Operations

Payables to Related Parties on Financial Sector Operations

Payables to Unrelated Parties on Financial Sector Operations

Employee Benefit Obligations

143.467

70.646

Other Payables

2.259.321

1.769.217

Other Payables to Related Parties

8,32

44.671

52.529

Other Payables to Unrelated Parties

8

2.214.650

1.716.688

Contract Liabilities

Contract Liabilities from Ongoing Construction Contracts

Contract Liabilities from Sale of Goods and Service Contracts

Other Contact Liabilities

Liabilites Due to Investments Accounted for Using Equity Method

Derivative Financial Liabilities

Derivative Financial Liabilities Held for trading

Derivative Financial Liabilities Held for Hedging

Government Grants

Deferred Income Other Than Contract Liabilities

948.351

2.716.823

Deferred Income Other Than Contract Liabilities From Related Parties

22,32

897.461

2.716.823

Deferred Income Other Than Contract Liabilities from Unrelated Parties

22

50.890

0

Current tax liabilities, current

15.176

153.303

Current provisions

127.918

106.508

Current provisions for employee benefits

19

97.563

75.676

Insurance Technical Reserves

Other current provisions

19

30.355

30.832

Other Current Liabilities

370.915

615.618

Other Current Liabilities to Related Parties

Other Current Liabilities to Unrelated Parties

10

370.915

615.618

SUB-TOTAL

20.137.621

35.439.929

Liabilities included in disposal groups classified as held for sale

12

0

10.124.746

Liabilities Included in Disposal Groups Classified as Held for Distribution to Owners

Total current liabilities

20.137.621

45.564.675

NON-CURRENT LIABILITIES

Long Term Borrowings

34.533.664

36.947.343

Long Term Borrowings From Related Parties

Bank Loans

Lease Liabilities

Issued Debt Instruments

Other Long-term borrowings

Long Term Borrowings From Unrelated Parties

34.533.664

36.947.343

Bank Loans

6

3.695.406

26.157.035

Lease Liabilities

6

265.174

428.344

Issued Debt Instruments

6

30.573.084

10.361.964

Other long-term borrowings

Other Financial Liabilities

Put Option Liabilities Related with Non-controlling Interests

Financial Guarantee Contracts

Other Miscellaneous Financial Liabilities

Trade Payables

Trade Payables To Related Parties

Trade Payables To Unrelated Parties

Payables on Financial Sector Operations

Payables to Related Parties on Financial Sector Operations

Payables to Unrelated Parties on Financial Sector Operations

Employee Benefit Obligations

Other Payables

15.832

16.123

Other Payables to Related Parties

8,32

15.832

16.123

Other Payables to Unrelated parties

Contract Liabilities

Contract Liabilities from Ongoing Construction Contracts

Contract Liabilities from Sale of Goods and Service Contracts

Other Contract Liabilities

Liabilites due to Investments Accounted for Using Equity Method

Derivative Financial Liabilities

Derivative Financial Liabilities Held for Trading

Derivative Financial Liabilities Held for Hedging

Government grants

Deferred Income Other Than Contract Liabilities

742.614

0

Deferred Income Other Than Contract Liabilities From Related Parties

22,32

742.614

0

Deferred Income Other Than Contract Liabilities from Unrelated Parties

Non-current provisions

444.141

413.527

Non-current provisions for employee benefits

19,21

444.141

413.527

General Provisions

Free Provisions for Contingencies

Insurance Technical Reserves

Other non-current provisions

Current Tax Liabilities

Deferred Tax Liabilities

24

4.263.290

3.741.901

Other non-current liabilities

Other Non-Current Liabilities to Related Parties

Other Non-current Liabilities to Unrelated Parties

Total non-current liabilities

39.999.541

41.118.894

Total liabilities

60.137.162

86.683.569

EQUITY

Equity attributable to owners of parent

58.647.103

55.444.006

Issued capital

23

5.000.000

5.000.000

Inflation Adjustments on Capital

23

25.262.214

25.262.214

Balancing Account for Merger Capital

Additional Capital Contribution of Shareholders

Capital Advance

Treasury Shares (-)

Capital Adjustments due to Cross-Ownership (-)

Share Premium (Discount)

23

46.984

46.984

Effects of Business Combinations Under Common Control

Put Option Revaluation Fund Related with Non-controlling Interests

Share Based payments (-)

Other Accumulated Comprehensive Income (Loss) that will not be Reclassified in Profit or Loss

8.473.148

9.060.348

Gains (Losses) from investments in equity instruments

Gains (Losses) on Revaluation and Remeasurement

8.473.148

9.060.348

Increases (Decreases) on Revaluation of Property, Plant and Equipment

16

8.844.903

9.432.586

Increases (Decreases) on Revaluation of Intangible assets

Increases (Decreases) on Revaluation of Right-of-use assets

Gains (Losses) on Remeasurements of Defined Benefit Plans

-371.755

-372.238

Other Revaluation Increases (Decreases)

Gains (Losses) Due to Change in Fair Value of Financial Liability Attributable to Change in Credit Risk of Liability

Gains (Losses) on Hedging Instruments that Hedge Investments in Equity Instruments

Share of Other Comprehensive Income of Investments Accounted for Using Equity Method that will not be Reclassified to Profit or Loss

Exchange Differences on Translation

Other Gains (Losses)

Other Accumulated Comprehensive Income (Loss) that will be Reclassified in Profit or Loss

-30.155.317

-35.623.933

Exchange Differences on Translation

2.935.302

2.781.147

Gains (Losses) on Hedge

-33.090.619

-38.405.080

Gains (Losses) on Cash Flow Hedges

20

-33.090.619

-38.405.080

Gains (Losses) on Hedges of Net Investment in Foreign Operations

Other Gains (Losses) on Hedge

Gains (Losses) on Revaluation and Reclassification

Gains (Losses) on Remeasuring and/or Reclassification of Available-for-sale Financial Assets

Gains (Losses) from Financial Assets Measured at Fair Value through Other Comprehensive Income

Other Gains (Losses) on Revaluation and Reclassification

Change in Value of Time Value of Options

Change in Value of Forward Elements of Forward Contracts

Change in Value of Foreign Currency Basis Spreads

Share of other comprehensive income of associates and joint ventures accounted for using equity method that will be reclassified to profit or loss

Other Gains (Losses)

Restricted Reserves Appropriated From Profits

145.280

145.280

Profit from Sales of Participation Shares or Property that will be Added to Share Capital

Legal Reserves

23

145.280

145.280

Treasury Share Reserves

Venture Capital Fund

Other Restricted Profit Reserves

Other equity interest

Other reserves

Advance Dividend Payments (Net) (-)

Prior Years' Profits or Losses

52.238.638

35.785.006

Current Period Net Profit Or Loss

-2.363.844

15.768.107

Non-controlling interests

23

460

101.582

Total equity

58.647.563

55.545.588

Total Liabilities and Equity

118.784.725

142.229.157

Presentation Currency

1.000 TL

Nature of Financial Statements

Consolidated

Current Period
01.01.2024 - 31.12.2024

Previous Period
01.01.2023 - 31.12.2023

Statement of Profit or Loss and Other Comprehensive Income

PROFIT (LOSS)

Revenue

25

29.657.596

39.389.311

Cost of sales

26

-25.947.551

-33.957.316

GROSS PROFIT (LOSS) FROM COMMERCIAL OPERATIONS

3.710.045

5.431.995

Revenue from Finance Sector Operations

Fee, Premium, Commission and Other Service Income

Foreign Exchange Gains

Interest Income

Profit Share Income

Derivative Financial Transactions Gains

Income From Portfolio Management Operations

Income From Insurance Services

Income From Pension Services

Unrealized Profit from Financial Assets and Liabilities

Other Revenues from Finance Sector Operations

Cost of Finance Sector Operations

Fee, Premium, Commissions and Other Service Expenses

Foreign Exchange Losses

Interest Expenses

Profit Share Expenses

Provision Expenses

Derivative Financial Transactions Losses

Expenses Related with Portfolio Management Operations

Expenses For Insurance Services

Expenses For Pension Services

Unrealized Loss from Financial Assets and Liabilities

Other Expenses Related with Finance Sector Operations

GROSS PROFIT (LOSS) FROM FINANCE SECTOR OPERATIONS

Change in Fair Value of Biological Assets

GROSS PROFIT (LOSS)

3.710.045

5.431.995

General Administrative Expenses

27

-1.703.544

-2.036.018

Marketing Expenses

27

-237.029

-236.760

Research and development expense

Other Income from Operating Activities

28

2.921.533

4.250.788

Other Expenses from Operating Activities

28

-2.756.109

-2.683.707

Other gains (losses)

PROFIT (LOSS) FROM OPERATING ACTIVITIES

1.934.896

4.726.298

Difference between carrying amount of dividends payable and carrying amount of non-cash assets distributed

Gain (loss) arising from derecognition of financial assets measured at amortised cost

Investment Activity Income

29

4.825.556

5.993.617

Investment Activity Expenses

29

0

-4.125

Impairment gain and reversal of impairment loss (impairment loss) determined in accordance with IFRS 9

Share of Profit (Loss) from Investments Accounted for Using Equity Method

14

800.581

196.693

Other income (expense) from subsidiaries, jointly controlled entities and associates

Gains (Losses) Arising from Difference Between Previous Amortised Cost and Fair Value of Financial Assets Reclassified out of Amortised Cost into Fair Value through Profit or Loss Measurement Category

Cumulative Gain (Loss) Previously Recognised in Other Comprehensive Income Arising from Reclassification of Financial Assets out of Fair Value through Other Comprehensive Income into Fair Value through Profit or Loss Measurement Category

Hedging Gains (Losses) for Hedge of Group of Items with Offsetting Risk Positions

PROFIT (LOSS) BEFORE FINANCING INCOME (EXPENSE)

7.561.033

10.912.483

Finance income

30

4.910.232

13.283.568

Finance costs

30

-22.282.467

-30.154.247

Gains (losses) on net monetary position

31

840.052

12.716.229

PROFIT (LOSS) FROM CONTINUING OPERATIONS, BEFORE TAX

-8.971.150

6.758.033

Tax (Expense) Income, Continuing Operations

4.511.967

8.809.465

Current Period Tax (Expense) Income

24

-393.455

-700.134

Deferred Tax (Expense) Income

24

4.905.422

9.509.599

PROFIT (LOSS) FROM CONTINUING OPERATIONS

-4.459.183

15.567.498

PERIOD PROFIT/LOSS FROM DISCONTINUED OPERATIONS

12

2.094.623

293.943

PROFIT (LOSS)

-2.364.560

15.861.441

Profit (loss), attributable to [abstract]

Non-controlling Interests

-716

93.334

Owners of Parent

-2.363.844

15.768.107

Earnings per share [abstract]

Earnings per share [line items]

Basic earnings per share

Basic Earnings (Loss) Per Share from Continuing Operations

Sürdürülen Faaliyetlerden Pay Başına Kazanç (Kayıp)

33

-0,89000000

4,67000000

Basic Earnings (Loss) Per Share from Discontinued Operations

Durdurulan Faaliyetlerden Pay Başına Kazanç

33

0,42000000

0,09000000

Diluted Earnings Per Share

Diluted Earnings (Loss) per Share from Continuing Operations

Diluted Earnings (Loss) per Share from Discontinued Operations

OTHER COMPREHENSIVE INCOME

Other Comprehensive Income that will not be Reclassified to Profit or Loss

-2.081

-14.805.558

Gains (Losses) from Investments in Equity Instruments

Gains (Losses) on Revaluation of Property, Plant and Equipment

16

8.006

-18.294.579

Gains (Losses) on Revaluation of Intangible Assets

Gains (losses) on revaluation of Right-of-use Assets

Gains (Losses) on Remeasurements of Defined Benefit Plans

21

-75.609

-226.527

Change in Fair Value of Financial Liability Attributable to Change in Credit Risk of Liability

Gains (Losses) on Hedging Instruments that Hedge Investments in Equity Instruments

Share of Other Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method that will not be Reclassified to Profit or Loss

Gains (Losses) on Remeasurements of Defined Benefit Plans of Associates and Joint Ventures Accounted for Using Equity Method

Revaluation Increases (Decreases) of Property, Plant and Equipment of Associates and Joint Ventures Accounted for Using Equity Method

Revaluation Increases (Decreases) of Intangible Assets of Associates and Joint Ventures Accounted for Using Equity Method

Other Share of Other Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method

Exchange Differences on Translation, other than translation of foreign operations

Other Components of Other Comprehensive Income That Will Not Be Reclassified to Profit Or Loss

Taxes Relating To Components Of Other Comprehensive Income That Will Not Be Reclassified To Profit Or Loss

65.522

3.715.548

Current Period Tax (Expense) Income

Deferred Tax (Expense) Income

Taxes Relating to Gains (Losses) from Investments in Equity Instruments

Taxes Relating to Gains (Losses) on Revaluation of Property, Plant and Equipment

Taxes Relating to Gains (Losses) on Revaluation of Intangible Assets

46.620

3.658.916

Taxes Relating to Gains (Losses) on Revaluation of Right-of-use Assets

Taxes Relating to Remeasurements of Defined Benefit Plans

18.902

56.632

Taxes Relating to Change in Fair Value of Financial Liability Attributable to Change in Credit Risk of Liability

Taxes Relating to Hedges of Investments in Equity Instruments of Other Comprehensive Income

Taxes Relating to Share Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method that will not be Reclassified to Profit or Loss

Taxes Relating to Exchange Differences on Translation Other Than Translation of Foreign Operations

Taxes Relating to Other Components of Other Comprehensive Income That Will Not Be Reclassified to Profit Or Loss

Other Comprehensive Income That Will Be Reclassified to Profit or Loss

5.468.616

343.767

Exchange Differences on Translation of Foreing Operations

154.155

-384.049

Gains (losses) on exchange differences on translation of Foreign Operations

154.155

-384.049

Reclassification adjustments on exchange differences on translation of Foreign Operations

Gains (Losses) on Remeasuring or Reclassification Adjustments on Available-for-sale Financial Assets

Gains (losses) on Remeasuring Available-for-sale Financial Assets

Reclassification Adjustments on Available-for-sale Financial Assets

Other Comprehensive Income (Loss) Related with Financial Assets Measured at Fair Value through Other Comprehensive Income

Gains (Losses) on Financial Assets Measured at Fair Value through Other Comprehensive Income

Reclassification Adjustments on Financial Assets Measured at Fair Value through Other Comprehensive Income

Amounts Removed from Equity and Adjusted Against Fair Value of Financial Assets on Reclassification out of Fair Value through Other Comprehensive Income Measurement Category

Other Comprehensive Income (Loss) Related with Cash Flow Hedges

7.085.948

970.421

Gains (Losses) on Cash Flow Hedges

7.085.948

970.421

Reclassification Adjustments on Cash Flow Hedges

Amounts Removed from Equity and Included in Carrying Amount of Non-Financial Asset (Liability) whose Acquisition or Incurrence was Hedged Highly Probable Forecast Transaction

Other Comprehensive Income (Loss) Related with Hedges of Net Investments in Foreign Operations

Gains (Losses) on Hedges of Net Investments in Foreign Operations

Reclassification Adjustments on Hedges of Net Investments in Foreign Operations

Change in Value of Time Value of Options

Gains (Losses) on Change in Value of Time Value of Options

Reclassification Adjustments on Change in Value of Time Value of Options

Change in Value of Forward Elements of Forward Contracts

Gains (Losses) on Change in Value of Forward Elements of Forward Contracts

Reclassification Adjustments on Change in Value of Forward Elements of Forward Contracts

Change in Value of Foreign Currency Basis Spreads

Gains (Losses) on Change in Value of Foreign Currency Basis Spreads

Reclassification Adjustments on Change in Value of Foreign Currency Basis Spreads

Share of Other Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method that will be Reclassified to Profit or Loss

Gains (Losses) on Revaluation or Reclassification Adjustments of Available-for-Sale Financial Assets

Gains (Losses) on Cash Flow Hedges of Associates and Joint Ventures Accounted for Using Equity Method

Gains (Losses) on Hedges of Net Investment in Foreign Operations of Associates and Joint Ventures Accounted for Using Equity Method

Gains (Losses) on Exchange Differences on Translation of Investments Accounted for Using Equity Method

Other Gains (Losses) on Other Comprehensive Income Of Associates And Joint Ventures Accounted For Using Equity Method That Will Be Reclassified To Profit Or Loss

Other Components of Other Comprehensive Income that will be Reclassified to Other Profit or Loss

Taxes Relating to Components of Other Comprehensive Income that will be Reclassified to Profit or Loss

-1.771.487

-242.605

Current Period Tax (Expense) Income

Deferred Tax (Expense) Income

Taxes Relating to Exchange Differences on Translation of Foreign Operations

Taxes Relating to Gains (Losses) on Remeasuring or Reclassification Adjustments on Available-for-sale Financial Assets

Taxes Relating to Financial Assets Measured at Fair Value through Other Comprehensive Income

Taxes Relating to Cash Flow Hedges

-1.771.487

-242.605

Taxes Relating to Gains or Losses on Hedges of Net Investments in Foreign Operations

Taxes Relating to Change in Value of Time Value of Options of Other Comprehensive Income

Taxes Relating to Change in Value of Forward Elements of Forward Contracts of Other Comprehensive Income

Taxes Relating to Change in Value of Foreign Currency Basis Spreads of Other Comprehensive Income

Taxes Relating to Share of Other Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method that will be Reclassified to Profit or Loss

Other Components Of Other Comprehensive Income That Will Be Reclassified To Profit Or Loss, Tax Effect

OTHER COMPREHENSIVE INCOME (LOSS)

5.466.535

-14.461.791

TOTAL COMPREHENSIVE INCOME (LOSS)

3.101.975

1.399.650

Total Comprehensive Income Attributable to

Non-controlling Interests

-716

93.334

Owners of Parent

3.102.691

1.306.316

Presentation Currency

1.000 TL

Nature of Financial Statements

Consolidated

Current Period
01.01.2024 - 31.12.2024

Previous Period
01.01.2023 - 31.12.2023

Statement of cash flows (Indirect Method)

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

6.550.147

16.990.011

Profit (Loss)

-2.364.560

15.861.441

Profit (Loss) from Continuing Operations

-4.459.183

15.567.498

Profit (Loss) from Discontinued Operations

12

2.094.623

293.943

Adjustments to Reconcile Profit (Loss)

-793.612

-12.098.977

Adjustments for depreciation and amortisation expense

15,16,17

4.827.761

6.194.368

Adjustments for Impairment Loss (Reversal of Impairment Loss)

0

0

Adjustments for Impairement Loss (Reversal of Impairment Loss) of Receivables

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Other Financial Assets or Investments

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Inventories

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Biological Assets

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Property, Plant and Equipment

0

0

Adjustments for Impairment Loss of Goodwill

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Other Intangible Assets

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Investment Properties

Adjustments for Impairment Loss (Reversal of Impairment Loss) of Non-current Assets Classified as Held for Sale

Other Adjustments for Impairment Loss (Reversal of Impairment Loss)

0

0

Adjustments for provisions

72.620

120.561

Adjustments for (Reversal of) Provisions Related with Employee Benefits

21

51.210

46.915

Adjustments for (Reversal of) Lawsuit and/or Penalty Provisions

Adjustments for (Reversal of) Restructuring Provisions

Adjustments for (Reversal of) General Provisions

Adjustments for (Reversal of) Free Provisions for Probable Risks

Adjustments for (Reversal of) Warranty Provisions

Adjustments for (Reversal of) Provisions Arised From Sectoral Requirements

Adjustments for (Reversal of) Other Provisions

21.410

73.646

Adjustments for Dividend (Income) Expenses

Adjustments for Profit Share or Other Financial Instruments (Income) Expenses

Adjustments for Bargain Purchase Gain

Adjustments for Interest (Income) Expenses

8.580.408

7.082.503

Adjustments for Interest Income

28,30

-3.403.769

-3.858.494

Adjustments for interest expense

28,30

11.984.177

10.940.997

Deferred Financial Expense from Credit Purchases

Unearned Financial Income from Credit Sales

Adjustments for Income Arised from Government Grants

Adjustments for Losses (Gains) on Barter Transactions

Adjustments for unrealised foreign exchange losses (gains)

5.631.376

14.830.605

Adjustments for share-based payments

Adjustments for Manufacturers' Grants

Adjustments for fair value losses (gains)

288.716

-1.745.470

Adjustments for Fair Value Losses (Gains) of Issued Financial Instruments

Adjustments for Fair Value Losses (Gains) of Investment Property

Adjustments for Fair Value Losses (Gains) of Financial Assets

Adjustments for Fair Value (Gains) Losses on Derivative Financial Instruments

20

288.716

-16.335

Adjustments for Fair Value Losses (Gains) of Biological Assets and Agricultural Products

Other Adjustments for Fair Value Losses (Gains)

2.2,29

0

-1.729.135

Adjustments for Undistributed Profits of Investments Accounted for Using Equity Method

-800.581

-196.693

Adjustments for undistributed profits of associates

3,14

-800.581

-196.693

Adjustments For Undistributed Profits Of Joint Ventures

Adjustments for Tax (Income) Expenses

24

-4.511.967

-8.307.716

Other adjustments for non-cash items

Adjustments for losses (gains) on disposal of non-current assets

-809

-8.905

Adjustments for Losses (Gains) Arised From Sale of Tangible Assets

29

-809

-8.905

Adjustments for Losses (Gains) Arised From Sale of Intangible Assets

Adjustments for Losses (Gains) Arised From Sale of Investment Property

Adjustments for Losses (Gains) Arised From Sale of Biological Assets

Adjustments for losses (Gains) Arised from Sale of Other Non-current Assets

Adjustments for Losses (Gains) Arised from Sale of Non-current Assets or Disposal Groups Classified as Held for Sale or as Held for Distribution to Owners

Adjustments for (Income) Expense Caused by Sale or Changes in Share of Associates, Joint Ventures and Financial Investments

Adjustments for Losses (Gains) on Disposal of Subsidiaries or Joint Operations

2.2,29

-4.824.747

-4.251.452

Other adjustments for which cash effects are investing or financing cash flow

Adjustments Related to Gain and Losses on Net Monetary Position

-10.438.912

-25.992.964

Other adjustments to reconcile profit (loss)

4

382.523

176.186

Changes in Working Capital

10.388.866

13.750.679

Decrease (Increase) in Financial Investments

0

0

Decrease (increase) in reserve deposits with Central Bank of Turkey

Adjustments for decrease (increase) in trade accounts receivable

3.005.669

6.781.109

Decrease (Increase) in Trade Accounts Receivables from Related Parties

121.052

2.123.754

Decrease (Increase) in Trade Accounts Receivables from Unrelated Parties

2.884.617

4.657.355

Decrease (increase) in Financial Sector Receivables

Adjustments for Decrease (Increase) in Other Receivables Related with Operations

9.311.611

12.421.204

Decrease (Increase) in Other Related Party Receivables Related with Operations

8.723.944

12.417.495

Decrease (Increase) in Other Unrelated Party Receivables Related with Operations

587.667

3.709

Adjustments for Decrease (Increase) in Contract Assets

0

0

Decrease (Increase) In Contract Assets from Ongoing Construction Contracts

Decrease (Increase) In Contract Assets From Sale Of Goods And Service Contracts

Decrease (Increase) In Other Contract Assets

Decrease (Increase) in Financial Assets Related to Concession Agreements

913.732

1.078.204

Decrease (Increase) in Derivative Financial Assets

Adjustments for decrease (increase) in inventories

299.407

478.433

Decrease (Increase) in Biological Assets

Decrease (Increase) in Prepaid Expenses

Adjustments for increase (decrease) in trade accounts payable

-2.464.557

-4.642.839

Increase (Decrease) in Trade Accounts Payables to Related Parties

-46.444

-615.615

Increase (Decrease) in Trade Accounts Payables to Unrelated Parties

-2.418.113

-4.027.224

Increase (decrease) in Payables due to Finance Sector Operations

Increase (Decrease) in Employee Benefit Liabilities

Adjustments for Increase (Decrease) in Contract Liabilities

194.318

-418.233

Increase (Decrease) In Contract Liabilities From Ongoing Construction Contracts

Increase (Decrease) In Contract Liabilities From Sale Of Goods And Service Contracts

Increase (Decrease) In Other Contract Liabilities

194.318

-418.233

Adjustments for increase (decrease) in other operating payables

-91.793

-290.079

Increase (Decrease) in Other Operating Payables to Related Parties

Increase (Decrease) in Other Operating Payables to Unrelated Parties

-91.793

-290.079

Increase (Decrease) in Derivative Financial Liabilities

Increase (Decrease) in Government Grants and Assistance

Increase (Decrease) in Deferred Income Other Than Contract Liabilities

-1.025.858

-289.744

Other Adjustments for Other Increase (Decrease) in Working Capital

246.337

-1.367.376

Decrease (Increase) in Other Assets Related with Operations

418.219

-1.512.667

Increase (Decrease) in Other Payables Related with Operations

-171.882

145.291

Cash Flows from (used in) Operations

7.230.694

17.513.143

Dividends paid

Dividends received

Interest paid

Interest received

Cash Outflows From Participation (Profit) Shares or Other Financial Instruments

Cash Inflows From Participation (Profit) Shares or Other Financial Instruments

Rent Paid

Rent Received

Cash Outflows from Acquision of Share or Debt Instruments of Other Business Organizations or Funds

Proceeds from Sale of Share or Debt Instruments of Other Business Organizations or Funds

Cash Outflows Due to Capital Increases of Associates, Joint Ventures and Cooperative Activities

Payments Related with Provisions for Employee Benefits

21

-84.056

-66.468

Payments Related with Other Provisions

Income taxes refund (paid)

-596.491

-456.664

Other inflows (outflows) of cash

Net Cash Flows on Discontinuing Operations

Inflation Effect On Operating Activities

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

3.623.192

-114.165

Cash Inflows from Losing Control of Subsidiaries or Other Businesses

2.2

4.808.664

3.039.266

Cash Inflows from Sale of Shares of Subsidiaries that doesn't Cause Loss of Control

Cash Flows Used in Obtaining Control of Subsidiaries or Other Businesses

Cash Outflows from Purchase of Additional Shares of Subsidiaries

Cash Inflows Caused by Share Sales or Capital Decrease of Associates and / or Joint Ventures

Cash Outflows Arising From Purchase of Shares or Capital Increase of Associates and/or Joint Ventures

Cash Outflows Arising From Capital Advance Payments to Associates and/or Joint Ventures

-378.080

-1.974.778

Cash Receipts from Sales of Equity or Debt Instruments of Other Entities

Cash Payments to Acquire Equity or Debt Instruments of Other Entities

Proceeds from sales of property, plant, equipment and intangible assets

8.393

267.173

Proceeds from sales of property, plant and equipment

8.393

267.173

Proceeds from sales of intangible assets

Purchase of Property, Plant, Equipment and Intangible Assets

-1.210.612

-1.486.255

Purchase of property, plant and equipment

16

-1.190.124

-1.404.197

Purchase of intangible assets

17

-20.488

-82.058

Cash Inflows from Sale of Investment Property

Cash Outflows from Acquition of Investment Property

Cash Inflows from Sales of Assets Held for Sale

Cash Outflows from Acquisition of Assets Held for Sale

Cash Inflows from Sale of Biological Assets

Cash Outflows from Purchase of Biological Assets

Proceeds from sales of other long-term assets

Purchase of other long-term assets

Cash advances and loans made to other parties

Cash Advances and Loans Made to Related Parties

Other Cash Advances and Loans Made to Other Parties

Cash receipts from repayment of advances and loans made to other parties

Paybacks from Cash Advances and Loans Made to Related Parties

Paybacks from Other Cash Advances and Loans Made to Other Parties

Cash receipts from futures contracts, forward contracts, option contracts and swap contracts

Cash payments for futures contracts, forward contracts, option contracts and swap contracts

Proceeds from government grants

Dividends received

14

394.827

160.435

Interest paid

Interest received

Cash Outflows From Participation (Profit) Shares or Other Financial Instruments

Cash Inflows From Participation (Profit) Shares or Other Financial Instruments

Income taxes refund (paid)

Other inflows (outflows) of cash

0

-120.006

Net Cash Flows from Discontinuing Operations

Inflation Effect On Investing Activities

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

-10.795.778

-17.196.679

Proceeds from changes in ownership interests in subsidiaries that do not result in loss of control

Payments from changes in ownership interests in subsidiaries that do not result in loss of control

Proceeds from Issuing Shares or Other Equity Instruments

0

1.928.247

Proceeds from issuing shares

0

1.928.247

Proceeds from issuing other equity instruments

Proceeds from Capital Advances

Payments to Acquire Entity's Shares or Other Equity Instruments

Payments to Acquire Entity's Shares

Payments to Acquire Entity's Other Equity Instruments

Cash Outflows Due to Changes in Cross-shareholdings

Cash Inflows from Sale of Acquired Entity's Shares or Other Equity Instruments

Cash Inflows from Sale of Acquired Entity's Shares

Cash Inflows from Sale of Acquired Entity's Other Equity Instruments

Cash Inflows from Change in Corresponding Participation

Cash Inflows (Outflows) Due to Effects of Combinations Under Common Control

Proceeds from borrowings

43.832.750

6.570.376

Proceeds from Loans

6

2.573.908

377.314

Proceeds From Issue of Debt Instruments

6

41.258.842

6.193.062

Proceeds from Factoring Transactions

Proceeds from Other Financial Borrowings

Repayments of borrowings

-46.027.674

-17.503.790

Loan Repayments

6

-32.715.192

-12.962.201

Payments of Issued Debt Instruments

Cash Outflows from Factoring Transactions

Cash Outflows from Other Financial Liabilities

6

-13.312.482

-4.541.589

Increase in Other Payables to Related Parties

Decrease in Other Payables to Related Parties

-71.960

-1.122.044

Payments of Lease Liabilities

6

-107.837

-213.834

Cash Receipts from Future Contracts, Forward Contracts, Option Contracts and Swap Contracts

1.026.849

388.775

Cash Payments for Future Contracts, Forward Contracts, Option Contracts and Swap Contracts

Proceeds from government grants

Dividends Paid

Interest paid

6

-9.537.181

-8.714.016

Interest Received

491.848

1.123.121

Cash Outflows From Participation (Profit) Shares or Other Financial Instruments

Cash Inflows From Participation (Profit) Shares or Other Financial Instruments

Income taxes refund (paid)

Other inflows (outflows) of cash

4

-402.573

346.486

Net Cash Flows on Discontinuing Operations

Inflation Effect On Financing Activities

INFLATION EFFECT

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE EFFECT OF EXCHANGE RATE CHANGES

-622.439

-320.833

Effect of exchange rate changes on cash and cash equivalents

-83.485

-211.657

Net increase (decrease) in cash and cash equivalents

-705.924

-532.490

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

2.779.085

5.456.515

INFLATION EFFECT ON CASH AND CASH EQUIVALENTS

-629.197

-2.144.940

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

4

1.443.964

2.779.085

Presentation Currency

1.000 TL

Nature of Financial Statements

Consolidated

Equity

Equity attributable to owners of parent [member]

Non-controlling interests [member]

Issued Capital

Inflation Adjustments on Capital

Balancing Account for Merger Capital

Additional Capital Contribution of Shareholders

Capital Advance

Treasury Shares

Capital Adjustments due to Cross-Ownership

Share premiums or discounts

Effects of Combinations of Entities or Businesses Under Common Control

Put Option Revaluation Fund Related with Non-controlling Interests

Share Based Payments

Other Accumulated Comprehensive Income That Will Not Be Reclassified In Profit Or Loss

Other Accumulated Comprehensive Income That Will Be Reclassified In Profit Or Loss

Restricted Reserves Appropriated From Profits [member]

Other equity interest [member]

Other reserves [member]

Advance Dividend Payments (Net)

Retained Earnings

Accumulated Gains (Losses) from Investments in Equity Instruments

Gains/Losses on Revaluation and Remeasurement [member]

Gains (Losses) Due to Change in Fair Value of Financial Liability Attributable to Change in Credit Risk of Liability

Gains (Losses) on Hedging Instruments that Hedge Investments in Equity Instruments

Share Of Other Comprehensive İncome Of Associates And Joint Ventures Accounted for Using Equity Method that will not be Reclassified to Profit or Loss

Exchange Differences on Translation

Other Reserves Of Other Gains (Losses)

Exchange Differences on Translation

Reserve Of Gains or Losses on Hedge

Gains (Losses) on Revaluation and Reclassification

Change in Value of Time Value of Options

Change in Value of Forward Elements of Forward Contracts

Change in Value of Foreign Currency Basis Spreads

Share of Other Comprehensive Income of Associates and Joint Ventures Accounted for Using Equity Method that will be Reclassified to Profit or Loss

Other Gains (Losses)

Prior Years' Profits or Losses

Net Profit or Loss

Increases (Decreases) on Revaluation of Property, Plant and Equipment

Increases (Decreases) on Revaluation of Intangible Assets

Increases (Decreases) on Revaluation of Right-of-use Assets

Gains (Losses) on Remeasurements of Defined Benefit Plans

Other Revaluation Increases (Decreases)

Cash Flow Hedges

Gains or Losses on Hedges of Net Investment in Foreign Operations

Other Gains or Losses on Hedge

Gains (Losses) on Remeasuring and/or Reclassification of Available-for-sale Financial Assets

Gains (Losses) from Financial Assets Measured at Fair Value through Other Comprehensive Income

Reserve of Other Remeasuring or Reclassification Adjustments

Previous Period
01.01.2023 - 31.12.2023

Statement of changes in equity [abstract]

Statement of changes in equity [line items]

Equity at beginning of period

2.500.000

23.604.780

14.382

26.390.353

-202.967

3.149.593

-39.132.896

145.280

19.772.516

13.706.613

49.947.654

-107.256

49.840.398

Adjustments Related to Accounting Policy Changes

Adjustments Related to Required Changes in Accounting Policies

Adjustments Related to Voluntary Changes in Accounting Policies

Adjustments Related to Errors

Other Restatements

Restated Balances

Transfers

-2.322.104

16.028.717

-13.706.613

Total Comprehensive Income (Loss)

-14.635.663

-169.895

-384.049

727.816

15.768.107

1.306.316

93.334

1.399.650

Profit (loss)

15.768.107

15.768.107

93.334

15.861.441

Other Comprehensive Income (Loss)

-14.635.663

-169.895

-384.049

727.816

-14.461.791

-14.461.791

Issue of equity

2.500.000

1.657.434

32.602

4.190.036

4.190.036

Capital Decrease

Capital Advance

Effect of Merger or Liquidation or Division

Effects of Business Combinations Under Common Control

Advance Dividend Payments

Dividends Paid

Decrease through Other Distributions to Owners

Increase (Decrease) through Treasury Share Transactions

Increase (Decrease) through Share-Based Payment Transactions

Acquisition or Disposal of a Subsidiary

624

15.603

-16.227

Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity

Transactions with noncontrolling shareholders

115.504

115.504

Increase through Other Contributions by Owners

Amount Removed from Reserve of Cash Flow Hedges and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Time Value of Options and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Forward Elements of Forward Contracts and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Foreign Currency Basis Spreads and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which fair Value Hedge Accounting is Applied

Increase (decrease) through other changes, equity

Equity at end of period

5.000.000

25.262.214

46.984

9.432.586

-372.238

2.781.147

-38.405.080

145.280

35.785.006

15.768.107

55.444.006

101.582

55.545.588

Current Period
01.01.2024 - 31.12.2024

Statement of changes in equity [abstract]

Statement of changes in equity [line items]

Equity at beginning of period

5.000.000

25.262.214

0

0

0

0

0

46.984

0

0

0

0

9.432.586

0

0

-372.238

0

0

0

0

0

0

0

0

2.781.147

0

0

0

-38.405.080

0

0

0

0

0

0

0

0

0

0

145.280

0

0

0

35.785.006

15.768.107

0

55.444.006

101.582

55.545.588

Adjustments Related to Accounting Policy Changes

Adjustments Related to Required Changes in Accounting Policies

Adjustments Related to Voluntary Changes in Accounting Policies

Adjustments Related to Errors

Other Restatements

Restated Balances

Transfers

-642.309

16.410.416

-15.768.107

Total Comprehensive Income (Loss)

54.626

-56.707

154.155

5.314.461

-2.363.844

3.102.691

-716

3.101.975

Profit (loss)

-2.363.844

-2.363.844

-716

-2.364.560

Other Comprehensive Income (Loss)

54.626

-56.707

154.155

5.314.461

5.466.535

5.466.535

Issue of equity

Capital Decrease

Capital Advance

Effect of Merger or Liquidation or Division

Effects of Business Combinations Under Common Control

Advance Dividend Payments

Dividends Paid

Decrease through Other Distributions to Owners

Increase (Decrease) through Treasury Share Transactions

Increase (Decrease) through Share-Based Payment Transactions

Acquisition or Disposal of a Subsidiary

57.190

43.216

100.406

-100.406

0

Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity

Transactions with noncontrolling shareholders

Increase through Other Contributions by Owners

Amount Removed from Reserve of Cash Flow Hedges and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Time Value of Options and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Forward Elements of Forward Contracts and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which Fair Value Hedge Accounting is Applied

Amount Removed from Reserve of Change in Value of Foreign Currency Basis Spreads and Included in Initial Cost or Other Carrying Amount of Non-Financial Asset (Liability) or Firm Commitment for which fair Value Hedge Accounting is Applied

Increase (decrease) through other changes, equity

Equity at end of period

5.000.000

25.262.214

0

0

0

0

0

46.984

8.844.903

-371.755

2.935.302

-33.090.619

145.280

52.238.638

-2.363.844

58.647.103

460

58.647.563

The third coupon payment amounting to TL 36,381,397.84 on the TL 260,580,000 nominally valued corporate bond, which was sold to qualified investors on June 13, 2024 with a maturity of 393 days and trades with the ISIN Code of TRSZORN72516, was made as of today. 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.

The second coupon payment amounting to TL 41,062,455.00 on the TL 305,000,000 nominally valued corporate bond, which was sold to qualified investors on September 12, 2024 with a maturity of 400 days and trades with the ISIN Code of TRSZORNE2536, was made as of today. 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.

The interest rate for the third coupon payment of the TL 305,000,000 nominally valued corporate bond, which was sold to qualified investors on September 12, 2024 with a maturity of 400 days and trades with the ISIN Code of TRSZORNE2536, has been set as 13.4631%. 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.

At the meeting of our Board of Directors on 04.03.2025, within the framework of the investment policies and strategies of Zorlu Group, in which our Company is included, and according to our material event disclosure dated 09.08.2024; after approximately 3 months of negotiations, it was decided to sign Share Purchase Agreement with the Phoenix Group, domiciled in Israel, for the sale of our entire 25% shares in Dorad Energy Ltd. ("Dorad"), which is also domiciled in Israel.

The planned share transfer is subject to the approval of Dorad's Board of Directors and will be executed with contractual price adjustments upon obtaining the necessary legal approvals and fulfilling the contractual conditions. Once the transaction is completed, our Company will no longer hold any shares in Dorad.

Under Dorad's Shareholders' Agreement, other shareholders have right of first refusal over 15% of our 25% shares. If this right of first refusal is not exercised, our entire 25% shares will be transferred to Phoenix Group under the same conditions.

At the meeting of our Board of Directors on 04.03.2025, within the framework of the investment policies and strategies of Zorlu Group, in which our Company is included, and according to our material event disclosure dated 09.08.2024; after approximately 3 months of negotiations, it was decided to sign Share Purchase Agreement with the Phoenix Group, domiciled in Israel, for the sale of our entire 25% shares in Dorad Energy Ltd. ("Dorad"), which is also domiciled in Israel.

The planned share transfer is subject to the approval of Dorad's Board of Directors and will be executed with contractual price adjustments upon obtaining the necessary legal approvals and fulfilling the contractual conditions. Once the transaction is completed, our Company will no longer hold any shares in Dorad.

Under Dorad's Shareholders' Agreement, other shareholders have right of first refusal over 15% of our 25% shares. If this right of first refusal is not exercised, our entire 25% shares will be transferred to Phoenix Group under the same conditions.

Pursuant to our material event disclosure dated February 27, 2025, the sale of sustainability-linked bonds in Regulation S format, with a nominal value of USD 100,000,000 to qualified investors outside Türkiye, which was approved by the Capital Markets Board on March 03, 2025, is completed on March 06, 2025 (today) and the proceeds from the bond sale have been transferred to our Company's accounts. The said bonds will be listed on the Irish Stock Exchange (Euronext Dublin).

The fourth coupon payment amounting to TL 23,941,775.00 on the TL 181,000,000 nominally valued corporate bond, which was sold to qualified investors on March 07, 2024 with a maturity of 427 days and trades with the ISIN Code of TRSZORN52518, was made as of today. 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.

The interest rate for the fifth coupon payment of the TL 181,000,000 nominally valued corporate bond, which was sold to qualified investors on March 07, 2024 with a maturity of 427 days and trades with the ISIN Code of TRSZORN52518, has been set as 8.9754%. 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.

Pursuant to our material event disclosure dated February 27, 2025, the tranche issuance application regarding the issuance of Eurobond with a nominal value of USD 100 million and 5,5-year maturity to be sold to qualified investors outside of Turkey by our Company in accordance with the "Regulation S" is approved by the Capital Markets Board on March 3, 2025.

Board Members

Name-Surname

Person Who Behaves On Behalf Of Legal Person Board Member

Gender

Title

Profession

The First Election Date To Board

Whether Executive Director or Not

Positions Held in the Company in the Last 5 Years

Current Positions Held Outside the Company

Whether the Director has at Least 5 Years'' Experience on Audit, Accounting and/or Finance or not

Share in Capital (%)

The Share Group that the Board Member Representing

Independent Board Member or not

Link To PDP Notification That Includes The Independency Declaration

Whether the Independent Director Considered By The Nomination Committee

Whether She/He is the Director Who Ceased to Satisfy The Independence or Not

Committees Charged and Task

AHMET NAZİF ZORLU

Male

Chairman of the Board

Businessman / Businesswoman

17.05.2017

Non-Executive

Member of the Board

Chairman and Vice Chairman at Zorlu Group Companies

Dependent Member

-

SELEN ZORLU MELİK

Female

Member of the Board

Managing Director / Chief Executive

10.05.2001

Executive

Member of the Board

Board Member at Zorlu Group Companies

Dependent Member

-

CEM MENGİ

Male

Member of the Board

Banker

27.04.2021

Non-Executive

Member of the Board

Founding Chairman of CM Capital Management Company

Yes

Independent Member

https://www.kap.org.tr/tr/Bildirim/1146915

Considered

No

Audit Committee - Chair, Corporate Governance Committee - Member

BEKİR CEM KÖKSAL

Male

Member of the Board

Engineer

04.06.2012

Non-Executive

Member of the Board

Member of the Board of Directors at Zorlu Holding AŞ,, Member of the Board of Vestel Elektronik San. ve Tic. A.Ş., Member of the Board of Vestel Beyaz Eşya San. ve Tic. A.Ş., Chairman and Member of the Board of Directors of various Zorlu Group Subsidiaries

Yes

Dependent Member

Strategy Investment and R&D Committee - Member

YUSUF GÜNAY

Male

Deputy Chairman of the Board

Businessman / Businesswoman

28.05.2024

Non-Executive

Member of the Board of Directors

Independent Member

Audit Committee-Member of Committee, Early Detection of Risk Committee-Chair of Committee, Strategy and Investments Committee-Chair of Committee

BETÜL EBRU EDİN

Female

Member of the Board

Businessman / Businesswoman

28.05.2024

Non-Executive

Member of the Board of Directors

Chair of the Board of Directors at the Sustainable Development Association, Member of the Board of Directors at the Istanbul Foundation for Culture and Arts, Member of the Board of Directors at the 30% Club

Yes

Independent Member

Corporate Governance Committee-Chair of Committee, Early Detection of Risk Committee-Member of Committee, Strategy and Investments Committee-Member of Committee, Sustainability Committee-Chair of Committee

MÜMİN CENGİZ ULTAV

Male

Member of the Board

Businessman / Businesswoman

28.05.2024

Non-Executive

Member of the Board of Directors

Member of the Board of Directors at Vestel Ventures, Member of the Türkiye Informatics Foundation

Dependent Member

He is not a member of any committee.

Zorlu Enerji Elektrik Üretim A.Ş. will issue a USD 100,000,000 tap Eurobond issuance to be consolidated with its existing USD 1,000,000,000 sustainability-linked bonds due April 23, 2030, which was sold to qualified investors abroad within the format of "Regulation S" and "Rule 144A" regulations and currently listed on the Irish Stock Exchange (Euronext Dublin) as announced with the Company's material event disclosures dated October 23, 2024 and October 30, 2024. The nominal value of the sustainability-linked bonds to be issued is USD 100,000,000 and in Regulation S format with a maturity of 5.5 years. The issued bonds will be redeemed in installments of USD 5,625,000 every six months starting from the third year, with the remaining USD 71,875,000 to be redeemed at maturity. The bonds will be listed on the Irish Stock Exchange (Euronext Dublin). The sale transaction is expected to be completed on March 6, 2025, following the execution of the agreement for issuance and obtaining the Capital Markets Board approval for the issuance certificate. JP Morgan Securities plc will act as the Sole Initial Purchaser in this transaction.

The second coupon payment amounting to TL 5,697,685.23 on the TL 43,530,000 nominally valued commercial paper, which was sold to qualified investors on Aug 29, 2024 with a maturity of 232 days and trades with the ISIN Code of TRFZORN42516, was made as of today. 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.

The second coupon payment amounting to TL 26,926,200.00 on the TL 200,000,000 nominally valued corporate bond, which was sold to qualified investors on Aug 29, 2024 with a maturity of 400 days and trades with the ISIN Code of TRSZORNE2528, was made as of today. 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.

The second coupon payment amounting to TL 5,697,685.23 on the TL 43,530,000 nominally valued commercial paper, which was sold to qualified investors on Aug 29, 2024 with a maturity of 232 days and trades with the ISIN Code of TRFZORN42516, was made as of today. 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.

The interest rate for the third coupon payment of the TL 200,540,000 nominally valued corporate bond, which was sold to qualified investors on Aug 29, 2024 with a maturity of 400 days and trades with the ISIN Code of TRSZORNE2510,has been set as 13.2137%. 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.

TL 125,000,000 nominally valued Corporate Bond, which was sold to qualified investors on December 21, 2023 with a maturity of 426 days and with the ISIN Code of TRSZORN22511, was redeemed as of today (February 19, 2025) with the completion of the fourteenth coupon payment amounting to TL 6,137,625.00 and the principal payment of TL 125,000,000. 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.

TL 278,800,000 nominally valued Corporate Bond, which was sold to qualified investors on February 01, 2024 with a maturity of 384 days and with the ISIN Code of TRSZORN22529, was redeemed as of today (February 19, 2025) with the completion of the fourth coupon payment amounting to TL 47,300,092.75 and the principal payment of TL 278,800,000. 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.

Zorlu Enerji has announced on November 15, 2024 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 5,000,000,000 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 425,000,000 corporate bond with floating coupon payments with a maturity of 401 days to qualified domestic investors on February 19, 2025. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.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.

The third coupon payment amounting to TL 34,218,674.99 on the TL 225,000,000 nominally valued corporate bond, which was sold to qualified investors on May 16, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORN62517, was made as of today. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The first coupon payment amounting to TL 58.006,286.20 on the TL 456,200,000 nominally valued corporate bond, which was sold to qualified investors on November 14, 2024 with a maturity of 385 days and trades with the ISIN Code of TRSZORNA2514, was made as of today.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.

The interest rate for the fourth coupon payment of the TL 225,000,000 nominally valued corporate bond, which was sold to qualified investors on May 16, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORN62517, has been set as 21.0576%. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Capital and Shareholder Struture
Current Breakdown of Indirect Shareholders
Shareholder Share in Capital Monetary Unit Ratio in Capital (%)
AHMET NAZİF ZORLU 1.151.545.997,12 TRY 23,03
OLGUN ZORLU 500.672.172,66 TRY 10,01
FATMA ŞEHENAZ ÇAPKINOĞLU 375.504.129,50 TRY 7,51
SELEN ZORLU MELİK 375.504.129,50 TRY 7,51
ZÜLAL ZORLU 25.033.608,63 TRY 0,5
ŞEHMİNUR AYDIN 25.033.608,63 TRY 0,5
MEHMET EMRE ZORLU 25.033.608,63 TRY 0,5
ŞULE ZORLU 25.033.608,63 TRY 0,5
Company Management

Top Management

Name-Surname Title Profession Positions Held in the Company in the Last 5 Years Current Positions Held Outside the Company
ELİF YENER Sektör Başkanı/ CEO Managing Director / Chief Executive Mali İşler Genel Müdürü, Sürdürülebilirlik Komitesi Üyesi Zorlu Enerji Grubu Sektör Başkanı/ CEO
MURAT KUBİLAY ŞİMŞEK Mali İşler Genel Müdürü Managing Director / Chief Executive Mali İşler Müdürü, Mali İşler Direktörü, Mali İşler Genel Müdürü Zorlu Enerji Grubu Mali İşler Genel Müdürü
ALİ KINDAP Yatırımlar, İşletme ve Bakımdan Sorumlu Genel Müdür Managing Director / Chief Executive Yatırımlar, İşletme ve Bakımdan Sorumlu Genel Müdür Yoktur
AYDIN AKAT Endüstriyel Proje ve Uygulamalardan Sorumlu Genel Müdür Managing Director / Chief Executive Endüstriyel Proje ve Uygulamalardan Sorumlu Genel Müdür Yoktur
FUAT CELEPCİ Elektrik ve Gaz Dağıtım Operasyonlarından Sorumlu Genel Müdür Managing Director / Chief Executive Elektrik ve Gaz Dağıtım Operasyonlarından Sorumlu Genel Müdür Yoktur
NİHAT TÜRKSEVER İş Geliştirme Genel Müdür Yardımcısı Managing Director / Chief Executive Yatırımlar, Planlama ve İş Geliştirme Genel Müdür Yardımcısı, Iş Geliştirme Genel Müdür Yardımcısı Yoktur
ÖZDEMİR MANAVCI Muhasabe Genel Müdür Yardımcısı Managing Director / Chief Executive Muhasebe Grup Müdürü, Muhasebe Genel Müdür Yardımcısı Zorlu Enerji Grubu Muhasebe Genel Müdür Yardımcısı
AYHAN AKIN Güneş ve Termik Projeler Genel Müdür Yardımcısı Managing Director / Chief Executive Proje Müdürü, EPC, DC Şarj, Solar, Biomess Genel Müdür Yardımcısı Vekili Yoktur
FULYA BIÇAK MUŞTU Bilgi Teknolojileri ve İş Geliştirme Direktörü Managing Director / Chief Executive Yoktur Zorlu Enerji Grubu Bilgi Teknolojileri ve İş Geliştirme Direktörü
TAMER AKASLAN OEPSAŞ Direktörü Managing Director / Chief Executive Trakya Bölge Direktörü Yoktur
ERSEN MUSTAFA ÖZYILMAZ Satınalma ve Lojistik Direktörü Managing Director / Chief Executive Satınalma ve Lojistik Müdürü Zorlu Enerji Grubu Satınalma ve Lojistik Direktörü
MUZAFFER YALÇIN Elektrik Dağıtım Direktörü Managing Director / Chief Executive Elektrik Dağıtım Direktörü Yoktur
RAMAZAN HARBİLİ Insan Kaynakları Direktörü Managing Director / Chief Executive İnsan Kaynaklari Grup Müdürü Zorlu Enerji İnsan Kaynakları Direktörü
TAMER SOYLU İSG-Ç ve Sürdürülebilirlik Grup Müdürü Managing Director / Chief Executive İş Sağlığı, Güvenliği ve Çevre Müdürü Zorlu Enerji Grubu İSG-Ç ve Sürdürülebilirlik Grup Müdürü

The second coupon payment amounting to TL 78,506,479.98 on the TL 580,000,000 nominally valued corporate bond, which was sold to qualified investors on August 01, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORN92514, was made as of today.

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.

The interest rate for the third coupon payment of the TL 580,000,000 nominally valued corporate bond, which was sold to qualified investors on August 01, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORN92514, has been set as 13.6110%.

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.

The thirteenth coupon payment amounting to TL 5,786,000.00 on the TL 125,000,000 nominally valued corporate bond, which was sold to qualified investors on December 21, 2023 with a maturity of 426 days and trades with the ISIN Code of TRSZORN22511, was made as of today.

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.

TL 141,850,000 nominally valued Corporate Bond, which was sold to qualified investors on December 14, 2023 with a maturity of 399 days and with the ISIN Code of TRSZORN12512, was redeemed as of today (January 16, 2025) with the completion of the thirteenth coupon payment amounting to TL 7,201,157.08 and the principal payment of TL 141,850,000. This statement was translated into English for informational purposes.

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.

Zorlu Enerji has announced on July 04, 2024 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 3,500,000,000 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 440,000,000 fixed coupon commercial paper with a maturity of 176 days to qualified domestic investors on January 16, 2025. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

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.

The interest rate for the fourteenth coupon payment of the TL 125,000,000 nominally valued corporate bond, which was sold to qualified investors on December 21, 2023 with a maturity of 426 days and trades with the ISIN Code of TRSZORN22511, has been set as 4.9101%.

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.

The second coupon payment amounting to TL 82,274,400.00 on the TL 600,000,000 nominally valued corporate bond, which was sold to qualified investors on July 11, 2024 with a maturity of 391 days and trades with the ISIN Code of TRSZORN82515, was made as of today.

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.

The interest rate for the third coupon payment of the TL 600,000,000 nominally valued corporate bond, which was sold to qualified investors on July 11, 2024 with a maturity of 391 days and trades with the ISIN Code of TRSZORN82515, has been set as 13.7124%.

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.

The interest rate for the fourth coupon payment of the TL 174,450,000 nominally valued corporate bond, which was sold to qualified investors on April 04, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORN52526, has been set as 20.8905%.

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.

The interest rate for the second coupon payment of the TL 508,000,000 nominally valued corporate bond, which was sold to qualified investors on October 03, 2024 with a maturity of 399 days and trades with the ISIN Code of TRSZORNK2512, has been set as 13.2137%.

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.