Zorlu Enerji Elektrik Üretim : The transfer of Zorlu Enerji Dağıtım A.Ş. shares to Gaztrak Enerji A.Ş., in which PALMET Enerji A.Ş. is a 100% shareholder, has been completed

The transfer of Zorlu Enerji Dağıtım A

The transfer of Zorlu Enerji Dağıtım A.Ş. shares to Gaztrak Enerji A.Ş., in which PALMET Enerji A.Ş. is a 100% shareholder, has been completed

The transactions for the transfer of all shares of Zorlu Enerji Dağıtım A.Ş., a subsidiary of Zorlu Enerji Elektrik Üretim A.Ş. ("Zorlu Enerji"), to Gaztrak Enerji A.Ş., a 100% subsidiary of Palmet Enerji A.Ş., have been completed. Aiming to grow in natural gas distribution in line with its strategic goals, PALMET Enerji A.Ş. has expanded its portfolio with this acquisition, while Zorlu Enerji, which aims to carry the energy of the future to the present through new investments in energy technologies and storage by focusing on renewable energy resources, has ended its activities in natural gas distribution with this share transfer.

The transactions of transfer of all shares of Zorlu Enerji Dağıtım A.Ş., a 100% subsidiary of Zorlu Enerji Elektrik Üretim A.Ş., which holds 100% of the participation stocks of Trakya Bölgesi Doğal Gaz Dağıtım A.Ş. and Zorlu Doğal Gaz Tedarik Ticaret A.Ş. and 90% of the participation stocks of Gazdaş Gaziantep Doğal Gaz Dağıtım A.Ş., to Gaztrak Enerji A.Ş., the 100% subsidiary of PALMET Enerji A.Ş. was completed on March 12th, 2024 for TRY 6,375,330,000, equivalent to USD 200,000,000 (USD/TRY rate: 31.8767).

Wished the agreement to be beneficial for both groups in his statement on the matter, Sinan Ak, Zorlu Enerji CEO, stated that Zorlu Enerji is leading the path towards the transformation of the energy sector focused on digitalization, electrification, and mobility with its portfolio and solutions focused on decarbonization and future technologies, and said:

"As a company that generates 100 per cent of its electricity from renewable energy sources in Turkey, in line with our strategy of investing only in renewable energy sources, we had decided to transfer our successful gas distribution operations to focus on our activities in the field of renewable energy. In the coming period, we will keep on investing in geothermal, wind, and solar energy. We will keep on adding energy to our country's energy by focusing on digitalization, electrification, and energy technology solutions. Following the share purchase agreement we acted for our natural gas distribution companies with this vision, we have completed our share transfer transactions, and I wish the sale to be beneficial and profitable for both companies and would like to extend my sincere thanks to all my colleagues and managers who have brought our companies to this day and contributed to the process of transfer."

Commenting on the procurement process, Doğanay Samuray, Chairperson of the Board of Directors of PALMET Group of Companies, on the other hand, recorded as follows:

"While working on the acquisition process, we set out to include distribution regions with high consumption volumes in our operational area and to strengthen the natural gas import, export, and wholesale supply chain. PALMET's experience in the sector and the technological infrastructure systems it owns and is developing will be applied in a wider area, and this will lead to an increase in the added value it will create. We are working to carry out realize the most efficient works in line with Turkey's energy policies and strategies."

After this acquisition, PALMET Energy will serve 2 million subscribers in 5 license regions, 7 provinces, and 62 districts. Managing more than 15% of Turkey's natural gas consumption with an annual gas volume of 8.5 billion cubic meters, PALMET Energy is one of the most important natural gas cycle electricity producers in Turkey with an installed capacity of 956 MW.

According to the statement made by Zorlu Enerji to the Public Disclosure Platform (KAP):

Within the framework of our special case disclosures dated 13.02.2024 and 05.03.2024, within the framework of the adaptation criteria in the Share Purchase Agreement, by deducting the financial and commercial liabilities amounting to TRY 2,806,342,588 from the sales price by making an adjustment according to the financial and commercial liabilities on the closing date, and with the payment of the remaining TRY 3.568.987.412 in cash and in advance by the buyer, the sale and transfer of all of our shares in our 100% subsidiary Zorlu Enerji Dağıtım AŞ to Gaztrak Enerji AŞ, a 100% subsidiary of Palmet Enerji AŞ, for a total consideration of TRY 6,375,330,000 equivalent to USD 200,000,000 (USD/TRY rate: 31.8767) and the share transfer transactions were completed on 12.03.2024.

Because the transfer price must be determined at the closing stage subject to the agreement between the parties by making adjustments according to the financial and commercial liabilities of Zorlu Enerji Dağıtım AŞ as of the closing date, the public disclosure of the information concerned has been postponed until the date when the transfer price will be finalized with the resolution of the Board of Directors dated 13.02.2024, taking into consideration that it must not be misleading for investors.