PUBLIC DISCLOSURES

02.12.2023 - Regarding New Activities In Abroad

Our company continues its activities in the field of thermal power plant electricity generation and related mining, which is its main field of activity. In addition to that the Company has closed its main loans within its consolidated financial structure and started to generate free cash flow. In that respect the Company plans to shift 20% - 50% of its annual operating profit to new diversified fields of activity in the energy sector in order to increase its revenues within the framework of opportunities. The additional funds to be transferred will not prevent the dividend distribution opportunities planned to be realised in the future.

Within the framework of the targeted income diversification in the field of energy, the Company will indirectly become a shareholder of Multiservicios Tomlam CA, which has been granted concession rights for operation, maintenance and production works by the Venezuelan State Oil and Natural Gas Company (PDVSA), with 60.4% of its shares, by taking advantage of the opportunity created by the lifting of the sanctions imposed by the US Administration on Venezuela as of 18 October 2023.

The company will carry out production activities on behalf of PDVSA within the framework of the Development Plan in an area with light and medium crude oil production with gravities ranging between 18° and 60° API, consisting of a total of 171 wells in a production block consisting of 4 fields in Venezuela.

It is estimated that there are approximately 593 million barrels of oil reserves proven on behalf of the Venuzuelan State in the fields, while gas reserves are approximately 1,373 million cubic feet.

In this context, an initial financing of USD 6 Mn is planned to be provided in the first 5 months of 2024. Additional investment will be created by taking into account the operating revenues that will be generated from production after the operation becomes operational.

Since the obtaining and promotion of investment agencies and permits for the relevant country is carried out by our main shareholder Odaş, all application processes and transactions were carried out through Odaş, and a protocol dated 01.12.2023 was signed between Odaş and our Company for the transfer of all activities, businesses or related shares related to the oil and natural gas sectors to Çan2 Termik A.Ş. free of charge within the following 60 days.

Further developments will be annunced with the public.

In contradiction between the Turkish and English versions of this document, the Turkish version shall prevail.

09.11.2023 – Notification Regarding Capital Increase – Decrease

The allocated sale of shares with a total nominal value of TL 138,116,902 issued by our Company through allocated capital increase to Odaş Elektrik Üretim Sanayi Ticaret A.Ş. at a price of TL 21.76 per share was realised on 09/11/2023 within the scope of Borsa Istanbul wholesale transactions through Halk Yatırım Menkul Değerler A.Ş. (Buyer and Seller Member).

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

07.11.2023 – Issuance Certificate Approved by CMB

The Issuance Certificate approved by the Capital Markets Board has been notified today and enclosed in the attachment.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Additional

01.11.2023 - About Allocated Capital Increase CMB Process

In the material event disclosure dated 30.10.2023, following the approval of the application by CMB, it was stated that the final sale share price for the "Allocated Sale" will be determined within the framework of Borsa Istanbul A.Ş.'s Procedure for Wholesale Transactions and also, will not be lower than the maximum share price that Odaş sold between dates of 21-27.07.2023 according to CMB Bulletin on 27.10.2023 No: 2023/65.

In the another material event disclosure dated 10.10.2023, it was announced that application for determining the final sale share price for the "Allocated Sale" within the framework of Borsa Istanbul A.Ş.'s Procedure for Wholesale Transactions has been submitted.

In that context, the sales price of the shares to be issued for the allocated capital increase has been evaluated by taking into account of Article 7.1 of the Wholesale Procedure of Borsa İstanbul A.Ş. for the application made on 30.10.2023 to Borsa İstanbul and the criteria specified in the Capital Markets Board's bulletin dated 27.10.2023 no:2023/65.

As a result, the sales price of the shares to be issued was determined as 21.76 TL for shares with a nominal value of 1.00 TL. In that respect, the application for the final Issuance Certificate has been made to the Capital Markets Board today by increasing the existing capital from 800,000,000 TL to 938,116,902 TL as a result of the allocated capital increase.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

30.10.2023 - About Allocated Capital Increase Process Borsa İstanbul Application

Further to material event disclosure dated 30.10.2023, the application for "Allocated Sale" was approved in the Capital Market Board's Weekly Bulletin dated 27.10.2023 and numbered 2023/65.

In that respect the application for determining the final sale share price for the "Allocated Sale" within the framework of Borsa Istanbul A.Ş.'s Procedure for Wholesale Transactions has been placed as of today.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

30.10.2023 - About Allocated Capital Increase CMB Application

Further to material event disclosure dated 08.08.2023, the application for "Allocated Sale" was approved in the Capital Market Board's Weekly Bulletin dated 27.10.2023 and numbered 2023/65 according to method specified in Article 13 of the Capital Market Board Communiqué on Shares numbered VII-128.1.

As stated in the Bulletin of CMB, the sale share price for the "Allocated Sale" will be determined within the framework of Borsa Istanbul A.Ş.'s Procedure for Wholesale Transactions and also, will not be lower than nominal share price and the maximum share price that Odaş sold between dates of 21-27.07.2023.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

08.08.2023 - Report for the Utilisation of the Funds to be Obtained from the Capital Increase 

The report for utilisation of the funds to be obtained from the capital increase, prepared in accordance with Article 33 of the Capital Markets Board's Communiqué on Shares numbered VII-128.1, is attached hereto.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail. 

Report for Utilisation

08.08.2023 - Allocated Capital Increase CMB Application 

Following our material event disclosure dated 31.07.2023, the  application was made to the Capital Markets Board on 08.08.2023 for the approval of the issuance document to be issued within the framework of the decision regarding the increase of the capital in cash by the "Allocated Sale" method specified in Article 13 of the Capital Markets Board VII-128.1 numbered Share Communiqué.

Further information regarding the issue will be shared to the public.

In contradiction between the Turkish and English versions of this public disclosure, 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.

31.07.2023 – Application to the Capital Markets Board Regarding the Allocated Capital Increase

In line with the information regarding the share sales transactions carried out by Odaş Elektirk Üretim Sanayi Ticaret A.Ş., one of our company shareholders, between 21-27 July 2023, a total amount of TL 3.005.423.800 was deposited by Odaş into our company accounts as capital advance.

With the decision of the Board of Directors of the Company dated 31/07/2023, provided that Çan2 Termik A.Ş. remains within the registered capital ceiling of 1.262.050.000.-TL, the total sales proceeds of the issued capital of 800.000.000 TL will be 3.005.423.800 TL. Borsa Istanbul A.Ş.'s Procedure on Wholesale Purchase and Sale Transactions, the capital increase shall be carried out by restricting the pre-emptive rights of the existing shareholders and by allocating the capital increase to our Company's main shareholder Odaş Elektrik Üretim Sanayi Ticaret A. Ş., the main shareholder of our Company, and to sell all of the shares to be issued due to the capital increase to our main shareholder Odaş Elektrik Üretim Sanayi Ticaret A.Ş. and to apply for obtaining the necessary permissions from the Capital Markets Board and other regulatory authorities in this regard.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, 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.

31.07.2023 – About the Closing of All Foreign Currency Loans of our Company

All foreign currency denominated loans of our company have been closed as of today.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, 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.

26.07.2023 – About JCR International Credit Rating Score

Within the scope of the credit rating study of the International Credit Rating Agency, JCR Eurasia Rating dated 26.07.2023, Çan2 Termik A.Ş.'s Long-Term National Rating, which is within the investment grade level, has been revised upwards from "BBB (tr)" to "BBB+ (tr)" and the outlook is determined as "Stable".

In contradiction between the Turkish and English versions of this public disclosure, 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.

14.07.2023 - Unusual Price and Volume Movements

With the letter dated 14.07.2023 and numbered E-18454353-100.06-18386, Borsa Istanbul A.Ş. requested information on whether there is a special situation regarding the unusual price and volume movements realized on our Company's shares. According to the Capital Markets Board's Communiqué on Material Events numbered II-15.1, as of the current situation, we do not have any situation that will affect the price movements.

In contradiction between the Turkish and English versions of this public disclosure, 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.

11.07.2023 – Regarding the Court Decision on EMRA Letter Dated 13.01.2023

As stated in our Company's material event disclosures dated 14.01.2023, 11.04.2023 and 17.06.2023, following the letter dated 13.01.2023 sent by EMRA, the Ankara 8th Administrative Lawsuit Department has decided to suspend the execution of the decision established in favour of our Company with the lawsuit filed in Ankara 10th Administrative Court for the cancellation of the administrative action, and the lawsuit continues to be heard on the merits.

Developments related to the matter will be announced to the public as they become available.

In contradiction between the Turkish and English versions of this public disclosure, 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.

17.06.2023 - Regarding the Court Decision on EMRA Letter Dated 13.01.2023

As stated in our Company's material event disclosures dated 14.01.2023 and 11.04.2023, with the amendment made by EMRA on 30 September 2022, the phrase "(up to the final consumer)" was added to Article 7 of the Procedures and Principles Regarding the Determination and Implementation of the Resource Based Support Fee, and the changed exemption scope was intended to be carried out retroactively, and then untrue content was included in the press.

Following the letter dated 13.01.2023 sent by EMRA, according to the information we have received regarding the lawsuit filed for the cancellation of the administrative action at Ankara 10th Administrative Court, it has been decided to cancel the administrative action taken by EMRA with the decision in favour of our Company.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, 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.

24.05.2023 - Unusual Price and Volume Movements 

On 30 March 2022, with the amendment to the Procedures and Principles for the Determination and Implementation of the Resource-Based Support Fee, it was legally stated that the amounts of bilateral agreements are within the scope of the exemption.

Upon the request of EPİAŞ regarding the exemption in question, our Company notified EPİAŞ of both its bilateral agreements and the portions sold indirectly to the final consumer, which are much lower than this amount. In accordance with the Procedures and Principles, EPİAŞ applied the exemption based on the bilateral agreement amounts, not the amounts sold to the end consumer.

On 30 September 2022, EMRA amended the Procedures and Principles and added the phrase "(up to final consumer)" to Article 7 as shown in Annex-1.

However, EPİAŞ, with the guidance of EMRA, wants to operate the amendment in the relevant Procedures and Principles retroactively, contrary to fundamental rights and legal rules. EMRA notified us of this situation with a letter dated 13 January 2023, and immediately afterwards, it was reported in the press in a manner that does not reflect the truth.

In accordance with the Procedures and Principles, our Company spends 60% of its profitability to support the costs of distribution companies. However, we do not accept the departure from the basic law and the publications in some media organs regarding penalties or similar misleading content. We hereby declare that our Company will protect all kinds of rights regarding these issues.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

05.01.2023 - Committees ofBoard of Directors

With regards to Capital MarketsBoard's Communiqué II-17.1 Corporate Governance Principles, the Board ofDirectors have unanimously resolved that 

- Audit Committee be comprised of2 members and Mr. Umut Apaydın has been elected as the Committee Chairman andMrs Zehra Zeynep Dereli as Committee Member

- Corporate Governance Committeebe comprised of 3 members and Mr. Umut Apaydın has been elected as theCommittee Chairman, Mrs. Zehra Zeynep Dereli and Mr. Melih Yüceyurt asCommittee Members 

- Risk Management Committee becomprised of 2 members and Mrs. Zehra Zeynep Dereli has been elected asCommittee Chairman and Mr. Umut Apaydın as Committee Member.

In contradiction between theTurkish and English versions of this public disclosure, the Turkish versionshall prevail.

26.07.2022 - JCR Credit Ratings

JCR Eurasia Rating, revised Çan2 Termik A.Ş.’s Long Term National Credit Rating to  ‘BBB (Trk)’ from ‘BBB- (Trk)’, within investment grade category and affirmed the outlook as ‘Positive’.

30.06.2022-  Nomination of Independent Auditor

Upon the recommendation of the Audit Committee, the Board of Directors resolved to nominate AS Bağımsız Denetim ve YMM A.Ş. as independent audior to audit our Company's financial reports for the year 2022 accounting period and to fulfil all other obligations required for the auditors by the Turkish Commercial Code numbered 6102 and the Capital Markets Law numbered 6362 and related regulations and to present the selection to the approval of the General Assembly. 

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Link:https://www.kap.org.tr/tr/Bildirim/1040378

17.05.2022 - Regarding Foreign Currency Liabilities

Çan2 Termik A.Ş. has hedged its all euro dominated the principal and interest payments amounting to 46 Mn Euro to be paid until June 2024 through forward and deposit transactions.

Kindly announced to the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

18.01.2022 - Committees of the Board of Directors

With regard to the committees established within the framework of the provisions in the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1, our Company Board of Directors unanimously resolved that:

the Audit Committee consist of two members, that Mr. Umut Apaydın be elected as the Audit Committee Chairman and Mr. Necdet Akşay as the Audit Committee Member;

the Corporate Governance Committee consist of three members, that Mr. Umut Apaydın be elected as the Committee Chairman and Mr. Necdet Akşay and Mr. Mehmet Erdem Aykın as the Committee Members;

the Early Detection of Risk Committee consist of two members, that Mr. Necdet Akşay be elected as the Committee Chairman and Mr. Umut Apaydın as the Committee Member. The duties / working principles of the committees are attached.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

12.01.2022 - About Submission of the Share Sales Information Form for the Conversion of Shares to Shares Traded on the Exchange, for the Approval of the Board

The disclosure by our main partner Odaş Elektrik Üretim Sanayi Ticaret A.Ş., about its application with the Capital Markets Board, within the framework of CMB Shares Communiqué No. VII-128.1 Article 27 titled “The obligation to issue information form for shareholders of partnerships the shares of which are traded on the exchange”, is attached.

Respectfully submitted to the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Financial Review

Çan2 Termik A.Ş's consolidated earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA) grew by 51.2% year-on-year for the first quarter of 2021, reaching to 67.8 million TRY. Meanwhile, the consolidated turnover grew by 56.7% to 237.7 million TRY compared to the same period last year. In the meantime, the parent company net loss realized of 160.6 million TRY for the first quarter of 2021. The aforementioned loss for the period is mainly a result of the increase in financial expenses due to the increase in the exchange rates during the respective operating period. The revenues of Çan 2 Termik A.Ş. are predominantly indexed to exchange rates and most of the foreign exchange losses incurred during the relevant period are unrealized losses with no impact on cash flow. At the same time, the proceeds from the public offering of Çan 2 Termik A.Ş. following the respective accounting period contributed to paying off some of the foreign currency loans. This reduced the Group's consolidated foreign currency debt by 15.5% compared to 31 March 2021.

Operational Review
The Çan-2 thermal power plant increased its gross electricity generation by 34% to 527 GWh year-on-year in the period from January to March 2021. Within the same period, the average capacity utilization reached 75%. (Capacity Utilization Rate 55.1% for the Q1 2020 )

28.12.2021 - Registration of the Ordinary General Assembly Meeting for 2020
Information regarding the registration of the Ordinary General Assembly Meeting 2020 is available on the link below.
https://www.kap.org.tr/tr/Bildirim/986738

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

09.12.2021- Distribution of Tasks Among the Board of Directors
It has been unanimously resolved at the Company Board Meeting dated 09.12.2021 that Mr. Burak Altay be elected as the Board Chairman, Mr. Ali Kemal Kazancı as the Vice Chairman, Mr. Mustafa Ali Özal as a Board Member, and Mr. Umut Apaydın and Mr. Necdet Akşay serve as Independent Board Members.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

09.12.2021 – Notification on Dividend Payments for 2020
That no dividend payments shall take place was accepted at the Ordinary General Meeting 2020, as there is no distributable profit according to the consolidated financial statements for the accounting period between 01.01.2020-31.12.2020 prepared as per the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets no. (II-14.1) issued by the Capital Markets Board and independently audited, and as per the financial statements prepared in accordance with the Tax Procedure Law and within the framework of the charts prepared according to Tax Procedure Law on the basis of company activities in 2020.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

09.12.2021- Ordinary General Assembly Meeting Result for 2020
The link for the Ordinary General Assembly Meeting of ÇAN2 Termik A.Ş for 2020 is given below.
https://www.kap.org.tr/tr/Bildirim/982457

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

06.12.2021 - Çan2 Termik A.Ş. Disclosure Policy
Çan2 Termik A.Ş.s Disclosure Policy is attached.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

09.11.2021- Report on the Assumptions Used as the Basis of the Public Offering Price
Please see attached the ‘Audit Committee Report on the Assumptions Used as the Basis of the Public Offering Price,’ prepared pursuant to Section 29(5) of the Capital Markets Board’s Communiqué on Shares No. VII-128.1.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

23.09.2021- About Foreign Exchange Hedge Transactions
Currently, our company has a foreign currency risk of 132.3 million euros in its balance sheet. Our company took a position with a forward contract in the amount of 75 million euros on 17.09.2021

before the interest rate decisions of the U.S. and Turkish Central Banks, and the transaction was finished before EOB.

Respectfully submitted to the public.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

01.09.2021- Report on the Assumptions Used as the Basis of the Public Offering Price
Please see attached the ‘Audit Committee Report on the Assumptions Used as the Basis of the Public Offering Price,’ prepared pursuant to Section 29(5) of the Capital Markets Board’s Communiqué on Shares No. VII-128.1.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

01.09.2021 - Audit Committee Report on the Use of Funds from Public Offering
The Audit Committee report on the Intended Uses of the Funds from public offering as per paragraph 1 of article 33 of the Communiqué on Shares No. SPK VII‐128.1 is attached.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

30.07.2021 –About the International Credit Rating Score
Following its credit rating assessment dated 30.07.2021, JCR Eurasia Rating, an international credit rating agency, has found Çan2 Termik A.Ş. as an investable company by assigning the rating “BBB- (Trk) (Stable Outlook)” to it in terms of a long-term national score.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

30.06.2021 - About the Appointment of an Independent Auditing Firm
The Board of Directors of our Company has decided, in line with the recommendation by the Audit Committee, that Eren Bağımsız Denetim A.Ş. be appointed to carry out the auditing procedures for our Company accounts and transactions for the 2021 activity period in accordance with the provisions set forth in the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362 and that this resolution be presented for the approval of our shareholders in the first Ordinary General Assembly Meeting to be held.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

31.05.2021- Report on the Assumptions Used as the Basis of the Public Offering Price
Please see attached the ‘Audit Committee Report on the Assumptions Used as the Basis of the Public Offering Price,’ prepared pursuant to Section 29(5) of the Capital Markets Board’s Communiqué on Shares No. VII-128.1.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

12.05.2021 – Financial and Operational Review 2021 1st Quarter
The English version of this information is available on the website.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.