MARGÜN ENERJİ ÜRETİM SANAYİ VE TİCARET A.Ş. Finansal Duran Varlık Edinimi 11 Mayıs 2026

Margün Enerji Üretim Sanayi ve Ticaret A.Ş., in line with its objective of increasing investments in the renewable energy sector, has signed a preliminary protocol on 12.01.2026 and a Share Transfer Agreement on 18.03.2026 with the current shareholders Bilecik Demir Çelik San. ve Tic. A.Ş. (85%) and Osm Grup Enerji Mühendislik İnşaat A.Ş. (15%) for the acquisition of 100% of the shares of Hez Enerji İnşaat San. ve Tic. A.Ş., which owns and operates the HEZ MORALI JES-1 power plant with an installed capacity of 24 MWm, developed and commissioned under the Electricity Market Licensing Regulation, either by our Company or by our subsidiary Margün Jeotermal Enerji Üretim A.Ş. ("Group"). Under the agreement, all revenues and expenses of the company shall belong to our Group as of 01.01.2026. Within the scope of the relevant agreement, the transfer of 3 license areas located in Sarayköy, Buldan and Alaşehir will also be completed.

Following the technical studies to be carried out regarding the existing power plant license area and the 3 new license areas to be acquired, information on the potential installed capacities will also be disclosed to the public.

Regarding the acquisition transaction, an agreement has been reached for a consideration of USD 90,500,000 (TRY 4,089,695,000) for the power generation plant and USD 15,000,000 (TRY 677,850,000) for the license areas, corresponding to a total transaction value of USD 105,500,000 (TRY 4,767,545,000).

The geothermal power plant subject to the transaction, operating in the Germencik district of Aydın province with a total installed capacity of 24.00 MWm, was commissioned in November 2024. The electricity generated by the power plant is covered by a 15-year government purchase guarantee under the Renewable Energy Law No. 5346 (YEKDEM). Electricity sales will be realized at approximately USD 12.50 cent/kWh, including the domestic component incentive, during the first 5 years, and approximately USD 10.50 cent/kWh during the remaining 10 years.

Annual gross electricity generation from the power plant is expected to reach approximately 200,569,000 kWh.

Excluding potential additional revenues, annual revenue solely from electricity generation is projected to amount to approximately USD 16,446,655 (TRY 743,224,339) with approximately USD 13,462,073 (TRY 608,351,079) EBITDA during the first 5 years, including the domestic component incentive. Following the expiration of the initial 5-year period, annual revenue solely from electricity generation is expected to amount to approximately USD 14,802,000 (TRY 668,902,380) with approximately USD 11,724,000 (TRY 529,807,560) EBITDA. Throughout the YEKDEM period, excluding potential additional revenues, total revenue solely from electricity generation is projected to amount to approximately USD 215,451,275 (TRY 9,736,243,117) with approximately USD 172,826,365 (TRY 7,810,023,434) EBITDA. In addition, the project's potential hybrid solar power plant (Hybrid SPP) installation and greenhouse investments are also being evaluated.

Following the acquisition of a geothermal power plant with an installed capacity of 12 MWm in 2025, our Company increased its total installed capacity to 130.03 MWm. Upon completion of the acquisition of the HEZ MORALI JES-1 power plant with an installed capacity of 24 MWm, the total installed capacity of our Company will reach 154.03 MWm.

Furthermore, together with our subsidiaries operating 4 hydroelectric, 5 wind, 1 geothermal, and 3 solar power plants with a total installed capacity of 200.04 MWm, our consolidated total installed capacity will reach 354.07 MWm.

As previously announced, the transfer procedures of 9 Geothermal Resource Licenses located in the provinces of Denizli and Manisa, with a total installed capacity potential of 505 MWm, were completed during 2026.

The acquisition transaction will be finalized following the completion of the transfer procedures of the HEZ MORALI JES-1 power plant.

Within the scope of this agreement, in order to prevent uncertainty regarding financing negotiations and the payment structure, preserve bargaining power, and avoid any adverse impact on investors, it has been resolved to postpone the public disclosure of the insider information related to all stages of the process until the finalization of financing, execution of the share transfer agreement, and subsequent signing of the Due Diligence protocol, in accordance with Article 6 titled "Postponement of Disclosure of Insider Information" of the Capital Markets Board's Communiqué No. II-15.1 on Material Events, for the purpose of protecting the legitimate interests of our Company.

It is announced to the public and our investors with respectfully.

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.