Material Event Disclosures

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Material Event Disclosures

For all the notifications disclosed at Public Disclosure Platform (KAP), please refer to Notifications Search Section at
https://www.kap.org.tr/en/sirket-bilgileri/ozet/8acae2c57f7cbb48018007c3ad6154d4
Please find below summary info for the major developments published at KAP.

Material Event Disclosures (2024)

28 November 2024: Global Yatırım Holding A.Ş.’s transfer of CONSE shares to Consus Energy Europe B.V.-
As of 28 November 2024, 393,145,100 shares representing 50.99% of the capital of, Consus Enerji İşletmeciliği ve Hizmetleri A.Ş. (“CONSE”), have been transferred to Consus Energy Europe B.V. (“Consus Energy BV”), established in the Netherlands-. another subsidiary wholly owned by Global Yatırım Holding A.Ş.
The purpose of this transfer is to establish an intermediary layer between Global Yatırım Holding A.Ş. and CONSE, within the scope of CONSE’s current investments in the Bahamas and potential new investment opportunities in the region. This transfer does not result in any change to the ultimate shareholding structure of CONSE. Global Yatırım Holding A.Ş. will continue to indirectly own CONSE shares, which were previously held directly, through Consus Energy BV.
Since the transfer does not result in a change in management control under Article 12 of the Capital Markets Board’s Communiqué on Takeover Bids (“Communiqué”), Consus Energy BV is not obliged to make a tender call pursuant to Article 14/1-ç of the Communiqué.

11 November 2024: 3rd Quarter, 2024 Financial Reports
Consus Enerji’s Third Quarter Financial Report and Annual Report have been disclosed.

4 October 2024: The acceptance of the additional capacity for the secondary solar power plant installed at the biomass facility of our affiliate, Mavibayrak Doğu Enerji Üretim A.Ş.
The construction works related to the capacity expansion investment of the secondary solar power plant (“SPP”) established at the biomass power plant site of our wholly-owned subsidiary, Mavibayrak Doğu Enerji Üretim A.Ş., which was previously disclosed in our material event disclosures, have been completed. The acceptance of the SPP with an additional installed capacity of 6.71 MWm was conducted by the relevant official authority on October 3, 2024, and the facility has been commissioned.

2 October 2024: Report on the Use of Funds Raised Through the Capital Increase
In accordance with Article 33 of the Capital Markets Board’s Communiqué on Shares No. VII-128.1, the Report on the Use of Funds Raised Through the Capital Increase is disclosed.

24 September 2024: The updated Articles of Association
The updated Articles of Association of our Company, with the “Capital and Shares” section in Article 6 revised following the completion of the capital increase, is disclosed. The updated Articles of Association can be reached under Investor Relations Section of the Company’s official website at www.consusenerji.com.tr.

12 September 2024: Winning the tender announced by the Ministry of Energy and Transport of the Government of the Commonwealth of the Bahamas and Bahamas Power and Light Company, along with the establishment of the associated project subsidiary.
It was publicly disclosed in our material event announcement dated February 12, 2024, that our Company, as the technical main partner with a 49% share in a consortium including local partners, submitted its proposal to the relevant authorities for the tender announced by the Ministry of Energy and Transport of the Government of the Commonwealth of the Bahamas and Bahamas Power and Light Company. The tender was for the construction and operation of power plants to meet the electricity needs of islands in the Family Island region. The proposal includes a total power plant investment of 111 MW capacity, featuring natural gas and solar power plants along with storage systems, as well as a 25-year electricity sales agreement at a unit price in USD for the electricity needs of three islands covered by the tender.
As a result of the evaluation of our proposal, the Ministry of Energy and Transport of the Government of the Commonwealth of the Bahamas has informed our Company on September 12, 2024 that the consortium, in which our Company is the technical main partner with a 49% share alongside local partners, has been awarded the tender. The project involves the construction of facilities with a total installed capacity of approximately 85 MW to meet the electricity needs of two islands, comprising around 65 MW from natural gas and solar power plants and approximately 20 MW from energy storage systems. The tender also includes the sale of electricity at a unit price in USD for a 25-year period. The investment process for the project is expected to be completed, and the power plants commissioned and operational, by 2026.
To facilitate participation in the tendered project with a 49% partnership stake, the establishment of Consus Bahamas Energy Ltd., a wholly-owned subsidiary of our Company, has been successfully completed in the Commonwealth of the Bahamas.

9 September 2024: 2nd Quarter, 2024 Financial Reports
Consus Enerji’s Second Quarter Financial Report and Annual Report have been disclosed.

15 August 2024: Completion of the Capital Increase and the Total Amount of Funds Raised
Pursuant to the resolution of our Company’s Board of Directors dated May 8, 2024, and numbered 132, it was decided to increase the Company’s issued capital from 385,500,000 TL to 771,000,000 TL, fully in cash, within the authorized capital ceiling of 1,500,000,000 TL. The request for approval of the Prospectus prepared for this purpose was positively resolved at the Capital Markets Board meeting held on July 19, 2024, with resolution number 37/1105.
As stated in our announcement on the Public Disclosure Platform (KAP) dated August 9, 2024, regarding the Sales Announcement to the Beneficiaries, following the exercise of preemptive rights by our shareholders, the remaining shares with a nominal value of 2,012,520.169 TL were offered for sale on the Primary Market of Borsa Istanbul A.Ş. for a period of two business days on August 13 and August 14, 2024. It was publicly announced through our material event disclosure dated August 13, 2024, that the sale of all shares issued as part of the capital increase was completed as of August 13, 2024
A gross total income of 389,399,488.611 TL was generated from the capital increase, consisting of 383,487,479.831 TL from the exercise of preemptive rights and 5,912,008.78 TL from the sale of shares remaining after the exercise of preemptive rights on the Primary Market of Borsa Istanbul A.Ş. Accordingly, the capital increase has been completed.

6 June 2024: Appointment of Board Committee Members
Following the General Assembly Meeting held on June 6, 2024, the members of the Corporate Governance, Audit, and Early Detection of Risk Committees were appointed by our Board of Directors in accordance with the provisions of the Capital Markets Board’s Corporate Governance Communiqué No. II-17.1. The working principles of the relevant committees are disclosed at the Company’s internet site.

6 June 2024: Informing Shareholders About the Decision Not to Distribute Dividends
Although our Company’s consolidated financial statements prepared in accordance with Capital Markets Board regulations and Turkish Financial Reporting Standards indicate a Net Profit for the Period, of 209,432,485 TL and Retained Losses of 190,663,004 TL as of the accounting period ending on December 31, 2023, the financial statements kept under tax legislation and the Uniform Chart of Accounts published by the Ministry of Finance show a Net Loss for the Period of 52,824,506.04 TL and Retained Losses of 249,155,441.58 TL. Consequently, it was informed to the shareholders during the Ordinary General Assembly Meeting held on June 6, 2024 that dividends cannot be distributed.

6 June 2024: Results of the Ordinary General Assembly Meeting
The Ordinary General Assembly Meeting of our Company, during which the “2023 financial accounts” were discussed, was held on June 6, 2024 in Istanbul. The Meeting Minutes and List of Participants have also been published on our Company’s corporate website at www.consusenerji.com.tr.

4 June 2024: 1st Quarter, 2024 Financial Reports
Consus Enerji’s First Quarter Financial Report and Annual Report have been disclosed.

13 May 2024: Invitation and Information Document for the 2023 Ordinary General Assembly Meeting
The Ordinary General Assembly Meeting of Consus Enerji İşletmeciliği ve Hizmetleri A.Ş., during which the 2023 accounts and activities will be discussed, will be held on June 6, 2024, at 14:00 at the Company headquarters located at Esentepe Mah. Büyükdere Cad. No:193/2 Şişli/Istanbul. The General Assembly announcement text, including the agenda and a proxy form example, as well as the informative document regarding the agenda items, are also disclosed at the Company’s corporate website at www.consusenerji.com.tr.
10 May 2024: Board of Directors Resolution Regarding the Paid Capital Increase
At its meeting on May 8, 2024, the Company’s Board of Directors resolved, based on the authority granted under Article 6 of the Company’s Articles of Association titled “Capital and Shares,” to increase the Company’s issued capital of 385,500,000 TL by 100%, raising it by 385,500,000 TL to 771,000,000 TL, fully in cash, within the authorized capital ceiling of 1,500,000,000 TL. Accordingly, necessary applications will be made to the Capital Markets Board of Türkiye (CMB) and other legal authorities

3 May 2024: Corporate Governance Rating Score
The Corporate Governance Rating Score of 8.52 (out of 10) that we announced on 3 May 2023 has been revised upward to 9.00 (out of 10) as of May 3, 2024, by Kobirate- the independent and licensed rating agency, following our Company’s continuous improvement efforts in implementing corporate governance principles.

2 May 2024: Energy Performance Agreement for a Solar Power Plant with a capacity of up to 3.7 MWp, signed between our subsidiary Tres Enerji and the related party Straton Maden.
On April 30, 2024, a Solar Power Plant Energy Performance Contract was signed between our wholly-owned subsidiary, Tres Enerji Hizmetleri Sanayi ve Ticaret A.Ş. (“Tres Enerji”), and Straton Maden Yatırımları ve İşletmeciliği A.Ş. (“Straton Maden”), another subsidiary of Global Yatırım Holding A.Ş., which holds the majority shares of our Company. The agreement pertains to the installation and operation of a solar power plant with a capacity of up to 3.7 MWp on land for the self-consumption needs of Straton Maden.

22 April 2024: Acceptance of the solar power plant (as a secondary source) installed at the biomass facility of our subsidiary, Mavibayrak Enerji Üretim A.Ş.
The construction of the solar power plant (“SPP”) as a secondary source under development at the biomass power plant site of our wholly-owned subsidiary, Mavibayrak Enerji Üretim A.Ş., has been completed. The SPP, with an installed capacity of 1.66 MW, was approved by the relevant official authority on April 19, 2024, and has been commissioned.

17 April 2024: 4th Quarter, 2023 Financial Reports, Annual Corporate Governance Compliance Report and Sustainability Principles Compliance Report
Consus Enerji’s Financial Statements as of December 31, 2023, Annual Report, Annual Corporate Governance Compliance Report together with Corporate Governance Information Form and Annual Sustainability Compliance Reports have been disclosed. The reports can be reached under Investor Relations and Sustainability sections of the Company’s corporate website at www.consusenerji.com.tr.

15 April 2024: The Board of Directors’ decision regarding the permanent and indefinite closure of our subsidiary, Doğal Enerji Hizmetleri San. ve Tic. A.Ş.’s facility in Şanlıurfa.
It has been decided to permanently and indefinitely cease the operations of the facility due to its low-capacity utilization performance, the inefficiency caused by the need for high levels of biomass fuel consumption to sustain production, and the determination that no viable economic measures can be taken to make the facility profitable.

12 February 2024: The proposal submitted for the tender issued by the Ministry of Energy and Transportation of the Commonwealth of the Bahamas and the Bahamas Power and Light Company.
As part of our international expansion and growth strategy, our company, in collaboration with local collaborators and as the 49% technical main partner of a consortium, submitted a proposal on February 9, 2024, to the relevant authorities for the tender announced by the Ministry of Energy and Transportation of the Commonwealth of the Bahamas and Bahamas Power and Light Company. The tender aims to meet the electricity needs of the islands in the Family Island region using clean and renewable energy sources within the framework of a microgrid system. The proposal includes a total facility investment of 111 MW capacity to address the electricity needs of three islands within the scope of the tender. This encompasses natural gas, solar power plants, and storage systems, along with the sale of electricity at a USD-based unit price for 25 years. Updates regarding the developments in this tender process will be shared with the public in due course.