Aygaz : Transfer of Entek shares to Tüpraş

Transaction Summary

Transfer of Entek shares to Tüpraş from Koç Holding through partial demerger & from Aygaz through transfer of shares to shareholders

Koç Holding will transfer Entek to Tüpraş and become an indirect shareholder in Entek, through a higher stake in Tüpraş.

Aygaz will spin-off Entek and reduce its capital, in return Aygaz shareholders will receive Tüpraş shares for each canceled Aygaz share.

Tüpraş will increase its capital and distribute the new shares to Koç Holding and shareholders of Aygaz, and will become the owner of Entek.

Koç Holding

Aygaz

0.13173

Tüpraş shares to be received by Koç

Capital decrease of

Aygaz

(by TL 80.2mn to

Holding, in exchange for each Entek share

TL 219.8mn)

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26.73% of Aygaz will be canceled; in exchange for these canceled Aygaz shares 0.15485 Tüpraş shares will be received by shareholders of

Koç Holding will receive a total of 17.47mn Tüpraş shares, in exchange for 49.62% of Entek (12.4mn) and also canceled Aygaz shares (~5mn)

Tüpraş

Capital Increase in return of Entek shares

Shareholders of Aygaz will have 73.27% of Aygaz shares following the capital decrease and they will receive 0.041

Aygaz

Tüpraş shares, in exchange for Aygaz shares (26.73%x0.15485)

(by TL 24.8mn to TL 275.3mn)

Anticipated Pro-forma Shareholding Structures

Koç Holding

1 Including share buyback (0.04% of total paid in capital)

Koç Holding's share in Tüpraş will increase from 39.27% to 42.07%

✓ Koç Holding will not directly own Entek, but will indirectly own through Tüpraş and EYAŞ

Post-transaction Entek ownership

Tüpraş

Pre-Transaction

Post-Transaction

✓ After the transaction, Tüpraş will own 99.24% of Entek

Post-transaction Entek ownership

Aygaz

✓ Aygaz will not directly own Entek, but will have indirect ownership through Tüpraş (EYAŞ)

Post-transaction Entek ownership

Shareholding Structure & Operational Data

Entek is growing integrated player in the electricity market. With its vision to become a leading integrated player in energy generation, company constantly chases the opportunities both in Turkey and in the international markets.

In line with its strategic priority to invest in renewable energy, Entek acquired a 60MW wind power plant (Süloğlu) in August 2021, at $ 59mn. As of today, total installed capacity of Entek reached 436 MW with the addition of its first wind power plant. Entek generates electricity via 8 hydroelectric power plants with total capacity of 264 MW and one 112 MW natural gas combined cycle power plant.

Revenue

Operating ProfitBook Value (SHE)

TL mn	2020	2021	2020	2021	2020	2021
Entek	1.257	1.760	330	299	1.221	1.200

Entek

Pre-Transaction

Post-Transaction

GT

HPP

WPP

Transaction Rationale

Based on the result of the studies, it was decided to carry out this transaction due to the following legal and economic reasons:

• ▪ According to the Strategic Transformation Plan approved by the Tüpraş board in November 2021, one of the important investment areas of

  Tüpraş is to start production of green hydrogen with zero emissions in order to reduce emissions by using it in refining processes and to offer it for sale in 2030 and beyond. Within the scope of the aforementioned transformation plan, it is aimed to reach a zero-carbon electricity generation portfolio of approximately 1 GW by 2030, since a significant amount of zero-carbon electricity will be required for the production of green hydrogen.

• ▪ In this regard, Entek is a company that fits perfectly well with Tüpraş's strategic goals with its current installed renewable capacity and growth plans.

• ▪ In addition to the alignment of Tüpraş's growth targets with Entek's current portfolio and growth targets, the potential synergy opportunities between the companies were also taken into account, considering that both companies are engaged in production in the energy sector. In this context, it was evaluated that the most suitable positioning of Entek for achieving strategic goals within the Koç Group is under Tüpraş.

• ▪ It is aimed to create value by using Aygaz's existing equity and borrowing capacity by focusing especially on international LPG investments and other business areas such as cargo distribution, instead of using resources for Entek.

• ▪ Entek shares, which are not listed on the stock exchange, will be transferred based on their fair value, while Aygaz shareholders will receive

  Tüpraş shares. Thus, the value of Entek shares will be crystallized. On Aygaz's side, as the subsidiaries in its portfolio other than Entek are publicly traded, the fair value of core LPG business will become more visible and measurable.

• ▪ This transaction will support the long term sustainable value generation of Koç Holding to its shareholders, as any added value that may occur in the energy group companies will also affect the results of Koç Holding.