General Meeting Minutes

Within the framework of the consolidated financial statements for the accounting period 01.01.2022 - 31.12.2022 prepared in accordance with the Turkish Accounting/Financial Reporting Standards , the Turkish Commercial Code and the Capital Markets Law and audited by As Bağımsız Denetim Anonim Şirketi (Nexia International) and the tables formed in accordance with the principles of the Tax Procedure Law from the activities in 2022 the Board of Directors of aunamiously decided not to distribute dividend as a result of the evaluation of the distributable profit figures in the financial statements and to be retained in the Company's equity. The Board resolution will be submitted for approval of our shareholders at the General Assembly.

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

We have been notified today that the EIA Report prepared by Anadolu Export Maden Sanayi ve Ticaret A.Ş., a subsidiary of Odaş Group, within the scope of the "Yıldız Gold-Silver Mine Project" numbered IR:85899, and planned to be constructed by Anadolu Export which was examined and accepted as sufficient by the Monitoring and Evaluation Commission of the Ministry of Environment and Urbanization, has been rejected following the review of the General Directorate of Environmental Impact Assessment, Permit and Inspection of the Ministry of Environment, Urbanization and Climate Change. Further developments regarding the issue will be announced accordingly.

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.

The EIA Report prepared by Anadolu Export Maden Sanayi ve Ticaret A.Ş., a subsidiary of our Group, within the scope of the "Yıldız Gold-Silver Mine project" with 348,150 ounces of gold and 2,832,036 ounces of silver reserves, has been revised to be more compatible with environmental conditions. The report was examined by the Monitoring and Valuation Commission of the Ministry of Environment and Urbanization and was found sufficient and accepted as the final report. And the suspension period was announced on 23.08.2023 and completed on 06.09.2023. Further developments regarding the process will be published on Public Disclosure Platform.

Kindly announced to 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.

All foreign currency denominated loans of our Group 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.

The share sale of 41 million shares of Çan2 Termik A.Ş., a subsidiary of our company, with a total value of 689,364,800 TL has been realised on the stock exchange today, and a total of 3,694,788,600 TL resources were obtained with the share sales made between 21.07.2023-27.07.2023, and all share sales transactions targeted in this process were successfully completed and the process was terminated.

The aim of the aforementioned share sales transactions is to complete the early closure of the company's loans, to close its liabilities in foreign currency, to strengthen the capital structure of the Company and to ensure the release of the revenues to be obtained from various activities of the group.

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.

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

The sale of 41,000,000 shares of Çan2 Termik A.Ş., in which our company has a 61,5159% shareholding and which is a subsidiary of Çan2 Termik A.Ş., with a total value of 669,631,400 TRL, has been realised in the stock exchange today, and all of the resources to be obtained will be transferred to Çan2 Termik A.Ş. as capital advance and all consortium loans will be closed with these resources.

In this way, the group will have no loans in foreign currency and will be completely free from exchange rate risk. Thus, with today's transaction and the transactions carried out between 21.07.2023-25.07.2023, 3,005,423,800 TRL was obtained.

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.

The share sale of 41,000,000 million shares of Çan2 Termik A.Ş., a subsidiary of our company, in which our company has a 66.64% shareholding, with a total value of 721,986,600 TL, has been realised on the stock exchange today, and the entire resource to be obtained will be transferred to Çan2 Termik A.Ş. as capital advance and the entire resource will be used in the early debt payment of Çan2 Termik A.Ş.'s Yapı Kredi Bank and Halkbank consortium. Thus, together with the share sale transactions carried out on 24.07.2023 and 21.07.2023, a total of TL 2,335,792,400 worth of shares were sold today and the entire resource to be obtained will be used for early debt repayment.

Debt settlement with the relevant transactions will start as of today and is expected to be completed within 3 days within the framework of the large amount of Euro purchase processes.

In addition to the advantageous structure of the energy sector, which generates long-term reliable income, the investments that generate this income constitute large loans and exchange rate risks. In this framework, the debt structure of energy companies is a structural consequence. The aim of the share sales is to maintain our sectoral advantage, to differentiate from the sector players and to completely free the company from the debt burden.

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.

The sale of 41 million shares of Çan2 Termik A.Ş.,  which is a subsidiary of ODAS and Odas has a 71.5659% shareholding, with a total value of 795,038,200 TL, has been realised on the stock exchange today, and the entire resource to be obtained will be transferred to Çan2 Termik A.Ş. as capital advance and the entire resource will be used in the early debt payment of Çan2 Termik A.Ş.'s Yapı Kredi Bank and Halkbank consortium. Thus, with the share sale carried out today and on 21.07.2023, a total of 1.613.805.400 TL worth of shares were sold and the entire resource to be obtained will be used for early debt payment.

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.

The sale of 40 million shares of Çan2 Termik A.Ş., a subsidiary of our company in which our company has a 76.77% shareholding, with a total value of 818,767,200 TL, has been realised in the stock exchange today, and all of the resources to be obtained will be transferred to Çan2 Termik A.Ş. as capital advance and the entire resource will be used in the early debt payment of Çan2 Termik A.Ş.'s Yapı Kredi Bank and Halkbank consortium.

Kindly announced to the public.

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

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.

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.

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 2023 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.

The planned maintentance and necessary revisions of Çan2 Thermal Power Plant (Operating within the Group's Subsidiary of Çan2 Termik A.Ş.) were carried out in between 02 March 2023 – 08 April 2023 for the fiscal year of 2023 (the last of which was in October 2021).

Considering the such planned maintenance and necessary revisions, as the Power Plant did not operate between these dates, the consolidated EBITDA level of Odaş Group was realized TRY 373 Mn in the period of 01.01.2023 – 31.03.2023.

In contradiction between the Turkish and Englih versions of this public disclosure, the Turkish versiton shall prevail.

Our natural gas cycled power plant located in Khorezm region of Uzbekistan was officially accepted by the National Electrics Grid of Uzbekistan (NEGU) under the Ministry of Energy of Uzbekistan as of 07.04.2023. Our power plant continues its production with an installed capacity of 158 MW. By the end of 2023, it is aimed to increase the current installed capacity to 174 MW.

 In contradiction between the Turkish and Englih versions of this public disclosure, the Turkish versiton shall prevail.

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.

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, the Capital Markets Law numbered 6362 and related regulations and to present the selection has been approval by the General Assembly held on 16.12.2022.

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

Further to recent price movements on Odas shares, it is stated that Odas Group continues its existing operations according to the set schedules and plans and has no negative effects on our organization.

Kindly announced to the public

The installed capacity of Group’s Natural Gas Power Plant located in Khorezm Region, Uzbekistan has reached to 128 MW and It is planned to reach the total installed capacity to 158 MW in October together with the 12 MW of steam turbine and additional investment of 18 MW.

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

JCR Eurasia Rating, revised Odaş Elektrik Üretim Sanayi Ticaret A.Ş.’ Long Term National Credit Rating as ‘BBB+ (Trk)’ from ‘BBB (Trk)’, within investment grade category and affirmed the outlook as ‘Positive’.

Please click the summary note of the rating.

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

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.

https://www.kap.org.tr/en/Bildirim/1040382

25.05.2022 Company General Info Form

17.05.2022 Regarding Foreign Currency Liabilities

The Share Sales Information Form application under article 27 titled “The Obligation to Issue Information Form for Shareholders of Partnerships the Shares of which are Traded on the Exchange” in the Shares Communiqué no. VII-128.1 of the Capital Markets Board, as mentioned in the ODAS Group’s material disclosures dated 12.01.2022 and 03.02.2022, drawn up on the conversion of such shares to publicly traded shares with a view to enabling the sale thereof in the stock exchange, was approved at the Capital Markets Board meeting dated 10.02.2022 no. 7/176.  The certified copy of the form is attached.  

Respectfully submitted to the public.

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

The application under article 27 titled “The Obligation to Issue Information Form for Shareholders of Partnerships the Shares of which are Traded on the Exchange” in the Shares Communiqué no. VII-128.1, submitted to the Capital Markets Board subsequent to our material disclosure dated 12.01.2022 was drawn up as the conversion of such shares to publicly traded shares with a view to enabling the sale thereof in the stock exchange, and an application was filed with the Capital Markets Board to have the form approved.

Respectfully submitted to the public.

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

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, ODAS Group Board of Directors resolved with unanimous approval of the participants:

- To constitute the Audit Committee of ODAS Group with two members, and to elect Mr. Umut Apaydın as the Audit Committee Chairman and Mr. Salih Erez as the Audit Committee Member;

- To constitute the Corporate Governance Committee of ODAS Group with three members, and to elect Mr. Umut Apaydın as the Committee Chairman and Mr. Salih Erez and Mr. Mehmet Erdem Aykın as the Committee Members;

- To constitute the Early Detection of Risk Committee of ODAS Group with two members, and to elect Mr. Salih Erez as the Committee Chairman and Mr. Umut Apaydın as the Committee Member.

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

Within the framework of Article 27 titled “The Obligation to Issue Information Form for Shareholders of Partnerships the Shares of which are Traded on the Exchange” of the Shares Communiqué No. VII-128.1 by the Capital Markets Board, at Odaş Elektrik Üretim Sanayi Tic. A.Ş., we filed an application with the Capital Markets Board on 12.01.2022, requesting the approval of the share sales information form drawn up for the conversion of shares with a nominal value of TRY 165,651,000 out of shares with a nominal value of TRY 245,651,000 we own, representing 76.77% of the issued capital of Çan2 Termik A.Ş., to publicly traded shares.

Respectfully submitted to the public.

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

Information regarding the registration of the Ordinary General Assembly Meeting for year 2020 is available on the link below.

https://www.kap.org.tr/tr/Bildirim/982934

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

With respect to the Board of Directors Members appointed in the Ordinary General Assembly meeting dated 03.12.2021, the Board of Directors of ODAS Group unanimously resolved to elect Mr. Abdulkadir Bahattin Özal as the Chairman, Mr. Burak Altay as the Vice Chairman, Ms. Hafize Ayşegül Özal as a Board Member, and to appoint Mr. Umut Apaydın and Mr. Salih Erez as Independent Board Members.

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

The Ordinary General Assembly for year 2020 passed a resolution for not paying any dividends, 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, which had undergone independent audit, and as per the financial statements prepared in accordance with the Tax Procedure Law within the framework of the statements prepared according to Tax Procedure Law on the basis of the ODAS Group’s operations in 2020.

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

The result of the ordinary General Assembly meeting for year 2020 is presented on the address below.

https://www.kap.org.tr/tr/Bildirim/980962

We intend to reduce by a certain amount the weight of energy industry assets in the consolidated balance sheet of ODAS Group, and instead increase the weight of precious and strategic metal mining and new technological investments in the balance sheet.

The goal by doing so is to create new opportunities at limited and measured risk levels, using precious and strategic metal mining and new technological investments, with the help of the stable cash facility provided by the energy industry assets generating conventional and fixed returns.

In this context, all shares of our subsidiary, Küçük Enerji Üretim ve Ticaret Ltd. Şti. have been sold at a price of USD 6.8 million.

As part of this strategy, with a view to filing new applications and acquiring new sites in precious metal mining, as well as introducing new technologies, an agreement for producing bacteria- and virus-repellent nanotechnology products has been made with a company from Israel, and it has been decided to limit this new production investment by a figure of USD 1 million.

Furthermore, in the context of precious metal mining projects, the work on the revision of the EIA License for Karaağaç Region, initiated to ensure better compliance with environmental requirements, is in progress. We will share any relevant updates with the public.

Respectfully submitted to the public.

As of September 30, 2021, ODAS Group achieved a consolidated EBITDA figure of 275.2 million TRY. The Group’s consolidated EBITDA figure for the first nine months increased by 27.6% compared to the same period of the previous year. (EBITDA for 30.09.2020: 215.7 million TRY) 

As of 30.09.2021, the Group’s consolidated annualized Net Financial Debt/ EBITDA multiple reached to 4.4x (Annualized Net Financial Debt /EBITDA as of 30.06.2021: 7.0x)

On the other hand, the Group’s Natural Gas Cycled Power Plant in Khorezm, Uzbekistan which will have an installed capacity of 174 MW once completed is expected to commence electricity production gradually in the first quarter of 2022.

It has been decided to submit to the first Ordinary General Assembly, a proposal for not paying any dividends, 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, which had undergone independent audit, and as per the financial statements prepared in accordance with the Tax Procedure Law within the framework of the statements prepared according to Tax Procedure Law on the basis of the ODAS Group’s operations in 2020.

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

The financial bond amounting to TRY 50,000,000 in nominal value, ISIN code TRFODAS92117, with a maturity of 184 days, issued by our Company to qualified investors on 08.03.2021, was due and redeemed on 08.09.2021 (today).

The procedures with regards to exercising the rights to purchase new shares (preemption) in relation to increasing ODAS Group’s issued capital of TRY 600,000,000 to TRY 1,400,000,000 with an increase by TRY 800,000,000, were completed on 23.08.2021.

The due and payable receivables of the ODAS Group’s controlling shareholders from ODAS Group, which resulted from the funds injected in cash amounting to a total of TRY 128,413,938.28 in return for the shares representing the increased capital of TRY 800,000,000, have been offset against capital subscription. A total cash inflow of TRY 640,382,804.48 took place on 04 August 2021 and 23 August 2021, representing the window for the exercise of the preemption rights. A total fund inflow of TRY 44,627,458.03 was achieved through the sale of the shares with a nominal value of TRY 31,203,426.19, which remained from the capital increase, at the Primary Market of Borsa İstanbul A.Ş. for two business days on 25-26 August 2021.

Therefore, the overall gross funds figure gained through the capital increase is TRY 813,424,200.79.

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

The total liabilities shown on the Foreign Currency Position Statement provided in footnote 48 of the Independent Audit Report for the period 01.01.2021-30.06.2021 as announced on the Public Disclosure Platform on 19 August 2021, has been erroneously presented as a positive figure even though it should have been a negative one, and added on top of total assets. In connection with this issue, the exchange rates sensitivity analysis statement provided in the same footnote has also been revised. 

The corrections applied do not have any effect on the Consolidated Financial Position Statement, Consolidated P/L Statement, Consolidated Other Comprehensive Income Statement, Consolidated Shareholders’ Equity Change Statement, Consolidated Cash Flow Statement, and the net profits for the period.

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

JCR Eurasia Rating, revised Odaş Elektrik Üretim Sanayi Ticaret A.Ş.’s Long Term National Credit Rating as ‘BBB (Trk)’ from ‘BBB- (Trk)’, within investment grade category and affirmed the outlook as ‘Stable’.

In our desire to address the misinformation circulating on social media, we wish to inform the public that our Group took on the responsibility to intervene in the wildfires across Turkey by hiring two firefighting planes from Israel and one support aircraft, which are now being actively used within the coordinated efforts of the Ministry. It is our hope to see these forest fires contained soon.

Respectfully submitted to the public.

The Prospectus prepared for shares with a nominal value of TRY 800,000,000 to be issued to increase the paid-up capital of TRY 600,000,000 of ODAS Group to TRY 1,400,000,000 against a full cash payment was approved by the Capital Markets Board (“CMB”) at Board meeting no. 2021/37 on 29.07.2021 and was notified to us by letter no. E-29833736-105.01.01.01-9172 dated 30.07.2021.
Our shareholders are entitled to purchase new shares up to 133.33% of their current shareholding.

The right to purchase new shares (preemption) can be exercised during the period extending from 02.08.2021 to 23.08.2021, in accordance with the principles set out in the prospectus.

The market created for the new share purchase subscriptions (subscriptions “R”) shall be closed (with transactions ending) on the fifth day to precede the end date for exercising the right to purchase new shares. (17.08.2021 is the last day of transactions).

The nominal value of one share will be TRY 1 and 1 lot (1 share) will be offered for sale for TRY 1 for exercising the right to purchase new shares (preemption).


The prospectus regarding the capital increase is available on the websites of the Public Disclosure Platform (PDP) (www.kap.org.tr), ODAS Group (www.odasenerji.com) and Halk Yatırım Menkul Değerler A.Ş. (www.halkyatirim.com.tr) which is authorized to act as an intermediary for the public offering.

The shares remaining after the exercise of the right to purchase new shares (preemption) will be offered to the public at the quoted price being not less than the nominal value, for a period of 2 business days.

Respectfully submitted to the public.

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

The result of the CMB application for paid in capital increase is announced on the address provided below.

https://www.kap.org.tr/tr/Bildirim/953140

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

The Public Disclosure Platform statement link on the paid in capital increase is provided below.

https://www.kap.org.tr/tr/Bildirim/945886

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

The report on the use of the funds to be derived through the capital increase is provided at the address below.

https://www.kap.org.tr/tr/Bildirim/945889

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

In its desire to increase its paid-in capital from TRY 600,000,000 to TRY 1,400,000,000 our Company decided to issue shares with a nominal value of TRY 800,000,000 through full cash payment, and the prospectus prepared to this end was approved by the Capital Markets Board (“CMB”) in its Board Meeting No. 2021/37 on 29.07.2021. Please see attached the CMB-approved prospectus prepared in Turkish language.

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 for the 2021 financial 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.

Please see attached the report, prepared pursuant to Article 33 of the Capital Markets Board’s Communiqué on Shares No. VII-128.1, on the use of proceeds from the paid capital increase.

The Board of Directors of Odaş Elektrik Üretim Sanayi Ticaret Anonim Şirketi convened at the Company headquarters and unanimously decided that:

1- The total paid-in capital of the Company be increased from TRY 600,000,000 (sixhundredmillion TurkishLira) to TRY 1,400,000,000 (onebillionfourhundredmillion TurkishLira) through a cash payment of TRY 800,000,000 (eighthundredmillion TurkishLira), pursuant to the powers granted via Article 6 of the Articles of Association to reinforce the capital structure of the Company during its growth process;

2- The right to subscribe for new shares be not restricted with the said capital increase, and only Group B, non-privileged, registered shares be issued in the capital increase;

3- Group B shareholders be granted the right to subscribe for new shares (subscription right) at a price of TRY 1.00 for each share with a nominal value of TRY 1.00, pursuant to the powers granted to the Board of Directors in Article 6 of the Articles of Association of the Company;

4- The right to subscribe for new shares be valid for 20 (twenty) days and, if the last day of this period falls on a public holiday, the right to subscribe for new shares should expire on the evening of the following business day;

5- After the exercise of the right to subscribe for new shares, the remaining Group B shares be sold on the Borsa Istanbul (BIST) for 2 (two) business days at a price reflecting the trading value of the shares on the Primary Market of BIST, which shall not be lower than the nominal value;

6- An application be made with the Capital Markets Board (“CMB”) for the approval of the Prospectus for the issuance and sale of the increased shares with a nominal value of TRY 800,000,000;

7- The attached Report on the Use of Funds, prepared pursuant to Article 33 of the CMB’s Communiqué on Shares No. VII-128.1 with regards to the intended purpose of use of the funds from the said capital increase, be approved;

8- Pursuant to this resolution, the Management of the Company be fully authorized to perform any and all transactions to make all necessary applications with the Capital Markets Board, Borsa Istanbul A.Ş. and Merkezi Kayıt Kuruluşu A.Ş., as well as all other authorities; to prepare all necessary documents, prospectuses and a sales announcement to account owners accordingly; to approve, accept and sign all respective announcements and other declarations and documents in question; to state the timeframe to exercise the right to subscribe for new shares in the prospectus and to duly fulfill all other legal requirements; pursuant to the provisions of 25/(1)/(a) of the Communiqué on Shares (VII-128.1), after expiration of the sales period, to sell any unsold shares to natural person subscribers in a number equivalent to the subscription amount, and after completion of the sale, to cancel the still unsold shares within 6 (six) business days; to appoint Halk Yatırım Menkul Değerler A.Ş. as the intermediary firm to handle all processes pertaining to the Capital Increase in a coordinated manner; to appoint legal advisors and, together with them, accept all relevant terms and conditions contained in any type of contract to be entered into for all services to be obtained in connection with the capital increase before signing such contracts 

As part of this resolution, an application was filed today with the Capital Markets Board.

The Board of Directors of ODAS Group has decided, in line with the recommendation by the Audit Committee, to appoint Eren Bağımsız Denetim A.Ş. with the task of carrying out the auditing procedures for ODAS Group’s accounts and transactions for the operating year 2021 in accordance with the provisions set forth in Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, and to have 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.

The Strategic Transformation Plan of Odaş Elektrik Üretim Sanayi Tic. A.Ş. is attached to this document.

ODAS Strategic Transformation Plan

Financial Review

Our Company's consolidated Earnings Before Interest, Taxes and Depreciation and Amortisation (EBITDA) grew by 67.6% year-on-year for the first quarter of 2021, reaching to 72.7 million TRY. Meanwhile, the consolidated revenue grew by 42% to 277 million TRY compared to the same period last year.

In the meantime, the parent company net loss realized of 190.7 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 the Group 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 Çan2 Termik A.Ş., a subsidiary of the Group, following the respective accounting period went towards paying off some of the foreign currency loans. This reduced the Group's consolidated foreign currency debt by 15% compared to 31 March 2021.

Operational Review

Work on the relocation project for the natural gas combined cycle power plant in Uzbekistan, which is set to increase to an installed capacity of 174 MW upon completion, is on progress in line with the schedule. The power plant is planning to be activated in November 2021. Under the investment project, the electricity generated from the power plant will enjoy a purchase guarantee in the currency of USD for a period of 25 years.

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)

The public offering of the shares of our subsidiary Çan2 Termik A.Ş. ("Çan2 Termik") took place through the method of “Book Building with a Fixed Price” on April 21-22, 2021. Thus, the sale of all shares with a nominal value of TRY 74,349,000, including the share with a nominal value of TRY 67,590,000 offered to the public and the share with a nominal value of TRY 6,759,000 for additional sale, was realized at the public offer price of TRY 3.90 / share.

All shares offered for additional sale were allocated to domestic corporate investors. With the shares offered for additional sale, requests were received amounting to 3.44 times the amount allocated to domestic individual investors and 3.83 times the amount allocated to domestic corporate investors.

Respectfully submitted to the public.

Whilst ODAS Group continues its existing operations according to the set schedules and plans, the recent price movements have had no negative effects on our organization.

In this context, process on the last stage of our subsidiary Çan2’s public offering, the relocation project of Urfa Natural Gas Combined Cycle Power Plant to Uzbekistan which the installed power of to be increased to 174 MW, and revisions to minimize interaction with the environment within the gold and precious metals mining license area in the context of precious metals mining, to bring about positive effects on ODAS Group’s operations, as well as work on our operating profits are according to plan with commendable results.

 Respectfully submitted to the public.

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

The Public Disclosure Platform link regarding the sale of financial fixed assets is provided below.

https://www.kap.org.tr/tr/Bildirim/918591

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

The issuance of financial bonds with a nominal value of TRY 50,000,000 and a term of 184 days is now completed by ODAS Group, with the financial bonds coded TRFODAS92117 ISIN having been issued with an annual simple interest rate of 23.00%, annual compound interest rate of 24.31%, and the issue price of TRY 0.89610. The relevant Public Disclosure Platform link is provided below.

https://www.kap.org.tr/tr/Bildirim/916108

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

Our subsidiary ODAS ENERJI CA LLC, which was founded to operate within the borders of Uzbekistan, and NEGU (National Electric Grid of Uzbekistan), which operates under the Uzbek Ministry of Energy, have signed a contract, the scope of which includes the establishment of a natural gas fired combined cycle power plant in Uzbekistan with a total installed power of 174 MW and the sales of the electricity generated by the plant for 25 years for a USD index guaranteed sales price. Of the installed power of 174 MW for the power plant investment, 140 MW will be provided through the relocation of our Natural Gas Cycle Power Plant in Urfa. This will see almost all the income generated by our energy and mining activities become USD-indexed. We plan to commission the power plant in November 2021, and expect to see the impact of the new enterprise also in the Group’s EBITDA for Q4 2021.

Respectfully submitted to the public.

the issuance of financial bonds offer with a nominal value of TRY 50,000,000 and a term of 184 days to be issued by ODAS Group to qualified investors Offers will be collected on 04-05 March, 2021.

Respectfully submitted to the public. The relevant Public Disclosure Platform link is provided below.

https://www.kap.org.tr/tr/Bildirim/914870

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

As previously mentioned in our material disclosure dated 29.12.2020, our Company’s application for switching to the Registered Capital System and amendment of the Articles of Association for the public offering of the shares of its 100% subsidiary Çan2 Termik A.Ş. (former title Çan Kömür ve İnşaat A.Ş.) was approved by the Capital Markets Board (CMB) statement dated 29.12.2020. As of today we applied to the CMB for the public offering prospectus together with the registry procedures and necessary updates performed following the aforementioned approval.

Kindly announced to the public

Please see the attached Issue Document approved by the Capital Markets Board of Turkye dated on 07.01.2021.

Kindly announced to the public

The Public Disclosure Platform link regarding the General Assembly registration for authorized share capital procedure is provided below.

https://www.kap.org.tr/tr/Bildirim/898458

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

As of September 30, 2020, our company realized a consolidated EBITDA of TRY 215 million. Given the fact that the planned maintenance of Çan-2 Thermal Power Plant which was originally scheduled to take place in March 2021, was rescheduled in September 2020 by taking the rising exchange rates affecting foreign-currency based selling prices into account, leading to a reduced level of generation through the quarter, the consolidated EBITDA figure for the third Quarter decreased compared to the figure achieved in the second Quarter of 2020. On the other hand, 9-month consolidated EBITDA as of the end of September 2020 have increased by 28% over the same period of the previous year. (EBITDA as of 30.09.2019: TRY 168 million)

Through the improvements effected, the consolidated financial short position of the group was reduced by EUR 62,111,150 and USD 1,424,646 as of 30.09.2020, compared to the respective figure in 31.12.2019 (amounting to a reduction of approximately by 28% in foreign currency loans overall); yet, due to the significant increase in exchange rates, the exchange rate costs represent the majority of the total loss figure in P&L statement. The group’s comparative financial foreign currency short positions and the exchange rate profit/loss statements are presented below.

In the context of the public offering of the shares of our subsidiary Çan Kömür ve İnşaat A.Ş., the CMB (Capital Markets Board) procedure for an article amendment draft, which is part of the company’s transition to the registered capital system and the alignment of its Articles of Association with the CMB legislation, still continues with our application for a registration statement made on 12.10.2020 to be reviewed by the CMB following the conclusion of the process.

Respectfully announced to the public.

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

The application regarding the public offering of the shares of Çan Kömür ve İnşaat A.Ş., a 100% subsidiary of our company, has been submitted to the Capital Markets Board (CMB) today.

Respectfully submitted to the public.

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

Following our Material Disclosure dated 23.07.2020, Halk Yatırım Menkul Değerler A.Ş., as the leading partner, was appointed alongside Vakıf Yatırım Menkul Değerler A.Ş. as the brokerage house to provide brokerage services and to facilitate the initial public offering for Çan Kömür ve İnşaat A.Ş.

Kindly announced  to the public

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

The remaining shares of our subsidiary, Çan Kömür ve İnşaat A.Ş., regarding which we have been organizing an IPO, have been transferred today to ODAŞ Elektrik Üretim San. Tic. A.Ş. Thus  ODAS became the sole owner of 100% of shares of Çan Kömür ve İnşaat A.Ş.

Kindly announced  to the public.

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

In light of the projected sales price increases in subsequent quarters in the context of the pricing mechanism entailing quarterly changes based on exchange rates, the planned 20-day suspension of Çan-2 Thermal Power Plant operated by our subsidiary Çan Kömür ve İnşaat A.Ş., originally scheduled for March 2021, is now rescheduled to September 2020, on the grounds of price advantages.

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

JCR Eurasia Rating, revised Odaş Elektrik Üretim Sanayi Ticaret A.Ş.’ Long Term National Credit Rating as ‘BBB- (Trk)’ from ‘BBB (Trk)’, within investment grade category and affirmed the outlook as ‘Stable’.

Approximately TRY 30 million out of the figure derived through the sale of shares effected today by the company’s shareholders shall be used for paying out the loan from Alternatif Bank, extended in consideration of the guarantees regarding ODAS shares, whereas at least TRY 50 million out of the remaining balance shall be transferred to our subsidiary Çan Kömür ve İnşaat A.Ş., for the payment of the loan provided by a consortium comprised of Yapı Kredi Bank and Halkbank.

The most important motive for the share sale effected is to use the amounts for additional loan payments demanded in the process of converting the loan received for Çan-2 Thermal Power Plant to TRY in maximum rates with extended terms, procuring refinancing prior to capital increase.

Kindly announced to the public.

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

The review of the Group’s performance in the 1st half of 2020 revealed that, with the increasing stable generation and productivity levels of Çan-2 Thermal Power Plant, notwithstanding the limited negative impact of the pandemic on spot electricity prices and mining operations, the consolidated EBITDA of the group grew by 250% compared to the first quarter of the year, and by 54.5% compared to the first half of the previous year, reaching to TRY 152.2 million.
As of the end of the period on 30.06.2020, the group’s Net Financial Debt/EBITDA multiple fell from 12.1 (x) to 7(x) compared against the applicable figure for the comparable period of the previous year

Kindly announced to the public

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

In the context of efforts to reduce exchange rate exposure, the full figure of the long-term (2025) financial loan ODAŞ Elektrik Üretim Sanayi Tic. A.Ş. previously received from Alternatif Bank, amounting to EUR 21,137,560 has been converted to Turkish Liras. As a result, no group firms deriving their income directly in TRY have outstanding foreign currency loan obligations. These efforts also provided a balance between company income currencies and loan currencies in term of cash flows. In this context, it is also noteworthy that the consolidated foreign currency based cash flows generated by the group are higher than its annual foreign currency liabilities payable. We continue our negotiations with the relevant financial institutions to convert other foreign currency liabilities to TRY. 

Kindly announced to the public.

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

Following our material disclosure dated 06.11.2019, our Company’s Board of Directors unanimously decided to increase the capital of Çan Kömür ve İnşaat A.Ş. (“Çan”), from 102,000,000 TRY to 252,410,000 TRY in paid capital by an increase of 150,410,000 TRY to be covered from its current internal resources;

• together with the aforementioned capital increase, to further strengthen the capital of our affiliate, Çan Kömür ve İnşaat A.Ş. by publicly offering its shares provided that the market conditions are in an appropriate conjuncture, and taking into account the financial reports dated 30.06.2020;

• to ensure, within this framework, that Çan becomes a profit-oriented business by enabling lower indebtedness through dollar-indexed fixed electricity sales income

• and to also aim at making sure that Odaş Elektrik becomes the parent company which will create a vision with the diversified income elements resulting from Çan’s planned public offering.

Kindly announced to the public.

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

The Board of Directors of our Company has  unanimously decided, in line with the recommendation by the Audit Committee, that Eren Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş. (Grant Thornton Turkey) be appointed to carry out the auditing procedures for our Company accounts and transactions for the 2020 activity period as per the rules established in Turkish Commercial Code No. 6102 and 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.

Kindly announced to the public.

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

Following the statement announced  on 23.12.2019 about the Yıldız Gold and Silver Mine project, State Council Office No. 6 decided to approve the decision by Kütahya Administrative Court. In line with this decision and as per Circular 2009/7, a new Environmental Impact Assessment (EIA) report will be prepared by only taking into consideration the deficiencies identified by the Court, and submitted to the Ministry. The assessment by the Ministry will consist of one meeting by the Inspection and Survey Commission and the process for making the final decision.

Respectfully announced to the public.

This disclosure is made as per Paragraph 1 of Article 33 of the Communiqué on Shares No. SPK VII ‐ 128.1 for the capital increase made from January 21 - February 07, 2020 and the report of the Audit Committee regarding the use of proceeds from capital increase is attached hereto. 

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

Report for Use of Proceeds

A 5-year long framework agreement for the sales of a total of 1,250,000 tons of Gypsum has been signed between our Group and Knauf İnş. ve Yapı Elemanları San. ve Tic. A.Ş. This broadened our overseas market range through the inclusion of sales of Gypsum in foreign currency.

Kindly announced to the public.

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

The application for the amendments of Article 6 has been approved and notified by Capital Markets Board on 16.01.2020 and published at Turkey Trade Registry Gazette on 25.03.2020

The updated version the Articles of Association are in the attachment.

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

ODAS A0A EN

As of the end of the accounting period (31.12.2019), the consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) figure stood at TRY 227 million. Çan-2 Thermal Power Plant was not engaged in stable generation in the first quarter of 2019, as it was in the ramp-up stage. Thus, TRY 211.5 million of the EBITDA for the year 2019 (93% of total EBITDA figure for 2019) stems from the Group’s operations in the last 9 months.

On the other hand, as of 31.12.2019, a significant portion of the Group’s loss (TRY 186.4 million) associated with the shares of the parent company was due to foreign exchange losses (exchange difference). As the revenues of the group companies are mostly indexed to exchange rates, such losses do not have a real negative impact on cash flows.
  

The breakdown of EBITDA with reference to specific activities is provided below.

The consolidated EBITDA figure achieved in 2019 grew by 234.8% compared to the same period of the previous year reaching TRY 227 million in total. (EBITDA for 2018: TRY 67.8 million)

Net Financial Debt/EBITDA comparison based on fiscal periods is provided in the following tables.

As of the end of the year (31.12.2018), the Group’s Net Financial Debt/EBITDA multiple was at 25.5x but it fell to 8.2x as of 31.12.2019. (Net Financial Debt/EBITDA calculations were based on the Net Debt figures for the relevant end-of-periods, and the annual consolidated EBITDA figures for the relevant periods.) 

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

20 Million EUR portion of the project financing loan amounting to 175 Million EUR drawn by Çan Kömür ve İnşaat A.Ş for Çan-2 Thermal Power Plant Project has been converted to Turkish Lira under suitable conditions and subject to the same maturity and payment conditions. For the remaining portion of the loan, demand, evaluation and negotiation process with banks are ongoing for the conversion of the said amount to Turkish Lira.

The procedures with regards to exercising the rights to purchase new shares (right of preference) in relation to increasing our company’s issued capital of 294,742,951 TRY to 600,000,000 TRY with an increase by 305,257,049 TRY were completed on 04.02.2020.

The due and payable receivables of the Company's controlling shareholders from the Company, which resulted from the funds injected in cash amounting to a total of TRY 72,800,886 in return for the shares representing the increased capital of TRY 305,257,049, have been offset against capital subscription. A total cash inflow of TRY 207,457,534.03 took place on January 21, 2020 and February 04, 2020, which were the deadlines for exercising the rights of preference. A total fund inflow of TRY 56,594,374.53 was achieved through the sale of the shares with a nominal value of TRY 24,998,629, which remained in the capital increase, at the Primary Market of Borsa İstanbul A.Ş. for two business days on February 06-07, 2020.

The total gross amount of funds gained through the capital increase is TRY 336,852,794.56.

Pursuant to the Sales Announcement to Savings Holders available in our Company statement dated 05.02.2020, the sales of the entire shares with a nominal value of TRY 24,998,629 remaining after the exercise of our share holders’ rights to purchase new shares (preemption) concluded on 06.02.2020 (today) after the said shares having been offered for sale in the Borsa İstanbul A.Ş. Primary Market.

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

The procedures with regards to exercising the rights to purchase new shares (right of preference) in relation to increasing our company’s issued capital of 294,742,951 TRY to 600,000,000 TRY with an increase by 305,257,049 TRY were completed on 04.02.2020.

The total nominal value is 24,998,629,001 TRY for the shares corresponding to our partners’ rights to purchase new shares that were not exercised within the period of time designated to exercise their rights to purchase new shares, and the remaining shares will be offered for sale in the Primary Market of Borsa İstanbul A.Ş. through Şeker Yatırım Menkul Değerler A.Ş. for 2 working days between February 06-07, 2020 at the price to appear in the Primary Market of Borsa İstanbul A.Ş., provided that the share price with the nominal value of 1 TRY is not less than 1 TRY.

The Sales Announcement to Savings Holders including the attached public offering rules is available on the websites of the Public Disclosure Platform, www.kap.org.tr, our Company, www.odasenerji.com, and Şeker Yatırım Menkul Değerler A.Ş., www.sekeryatirim.com.tr, which will act as an intermediary for the public offering.

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

The Capital Markets Board application for increasing the issued capital of 294,742,951 Turkish Liras to 600,000,000 Turkish Liras by making an increase of 305,257,049 Turkish Liras against a full cash payment within our Company’s registered capital determined to be 600,000,000 Turkish Liras, was approved on 16.01.2020 and notified us on 17.01.2020.

Our shareholders are entitled to purchase new shares up to 103.5672% of their current shareholding.

     ▪ The right to purchase new shares (preemption) can be exercised for a period of 15 days from 21.01.2020 to 04.02.2020 in accordance with the principles set out in the prospectus.

     ▪ The nominal value of one share will be 1 Turkish Lira and 1 lot (1 share) will be offered for sale for 1 Turkish Lira for exercise of the right to purchase new shares (preemption).

     ▪ The prospectus regarding the capital increase is available on the websites of the Public Disclosure Platform (www.kap.org.tr), our Company (www.odasenerji.com) and Şeker Yatırım Menkul Değerler A.Ş. (www.sekeryatirim.com.tr), which is authorized to act as a sales intermediary for the public offering.

The shares remaining after the exercise of the right to purchase new shares (preemption) will be offered to the public at the quoted price being not less than the nominal value for a period of 2 business days.

Respectfully submitted to the public.

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

The prospectus prepared for shares with a nominal value of 305,257,049 Turkish Liras to be issued to increase the paid-up capital of 294,742,951 Turkish Liras to 600,000,000 Turkish Liras at a full cash payment was approved by the Capital Markets Board (“CMB”) at Board meeting no. 2020/06 on 16.01.2020. Please find the prospectus approved by the CMB attached. 

The Capital Markets Board application for increasing the issued capital of 294,742,951 Turkish Liras to 600,000,000 Turkish Liras by making an increase of 305,257,049 Turkish Liras, was approved on 16.01.2020 and has been noticed us today.

In accordance with the letter of Borsa İstanbul A.Ş., dated 10.01.2020 and numbered BİAŞ-2-226,  regarding the unusual price and volume movements over our Company's shares,  as per the 8th article of Capital Markets Board's Material Events Communique, titled "Unusual Price and Quantity Movements", there are no material events related with our  Company, which have not yet been disclosed to public.

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

Kütahya Administrative Court ruling no. 2019/348 E. and 2019/738 K. regarding Yıldız Gold and Silver Mine project revoked the EIA. Even though such developments are not uncommon with industrial investments of this kind, an appeal will still be filed with the appeals court, and an application will be filed for an EIA revised in accordance with the EIA regulation application communiqués, covering the issues considered to be missing in the existing EIA report, if any. Although the same set of procedures apply for gold mine investments in all developed countries worldwide, utmost diligence will be paid to environmental sensitivities, and the necessary measures will be taken.

Respectfully submitted to the public.

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

As is known, Çan-2 Thermal Power Plant, which is operated by our subsidiary Çan Kömür ve İnşaat A.Ş., had been continuing its activities with a Temporary Operating Certificate. A temporary operating certificate refers to the temporary permit granted to the power plants which have completed the required environmental investments. Our power plant passed all the relevant tests during its temporary operation period, and we were notified on 06.12.2019 that an Environmental Permit and License Certificate was granted to be effective for 5 years as of the said date (2019-2024). Our power plant is one of the few local thermal power plants that hold the said certificate in accordance with the environmental legislation.

Respectfully submitted to the public.

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

Further to public perception of the recent news on the management of thermal power plants with no  Flue Gas Filtering Systems, we would like to disclose that all the investments on the environmental equipment of the Çan-2 Thermal Power Plant have already been completed and all the Flue Gas Filtering Systems are in place at international standards.

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

Please see the English version of the Use of Proceeds from Right Issue in the attachment

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

Use Of Proceeds

The consolidated Earnings Before Interest Tax Depreciation and Amortization (EBITDA) was 168 million Turkish Liras by the end of the period September 30, 2019. A breakdown of the EBITDA based on company activities is as follows.

The consolidated EBITDA for the 3rd Quarter of 2019 was TRY 69.5 Mn with an increase rate of 479% compared to the same quarter of the previous year. (Q3 2018 EBITDA: TRY 12 M)

The Çan-2 Thermal Power Plant realized a gross production with an average capacity utilization rate (CUR) of 65.2% during the period from 01.04.2019 to 30.09.2019, and the capacity utilization rate is planned to reach an optimum level with the completion of the burning regime optimization efforts for increasing the capacity utilization rate of the Power Plant, which are initiated in October and jointly undertaken with international companies providing industrial solutions, within this week. 

Indebtedness of the Group as of Q3 2019

The Net Financial Debt/ EBITDA multiplier, which was 24 at the end of the 1st quarter of 2019, now decreased to 8.4* as of 3rd quarter of 2019.

The Group's Net Financial Debt/EBITDA multiplier is expected to reach approximately 6.8x by the end of 2019 with the current capital structure and the targeted EBITDA. 

The Group’s primary goals include the achievement of a level between 1x to 5x for the Net Financial Nebt /EBITDA multiplier as of 2020 and maintenance of the levels within such range, realization of growth with the condition that investments are limited by taking these multipliers into consideration, a positive distinction of the Group in the industry by strengthening the consolidated balance sheet structure, and the protection of the financial structure against systematic risks.

In this respect, it was decided that the paid-up capital of Odaş Elektrik Üretim Sanayi Ticaret A.Ş., which is TRY 294,742,951 shall be increased by TRY 305,257,049 to TRY 600,000,000 without limiting the rights to purchase new shares, for which the necessary application shall be filed with the CMB and the necessary actions shall be taken for the public offering of our affiliate, Çan Kömür ve İnşaat A.Ş. In addition, it was decided not to make an additional investment for the next 24 months, except for the investment in the Gold/Silver facility which is under our affiliate, Anadolu Export.

Respectfully submitted to the public.

*The EBITDA figure for the period of 01.10.2018-30.09.2019 is taken into consideration.

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

The consolidated EBITDA figure is expected to reach around TL 256 * Mn ( + - 5% deviation) by the end of 2019 by taking the limited production of Çan-2 Thermal Power Plant of 1Q019 into consideration.

The Net financial debt /EBITDA factor which was at 12.1(x) in the first half of 2019 is estimated to decrease to around 6.8(x)* by the end of the year despite the fact that the Çan-2 thermal power works at limited capacity due to the Ramp-up process in the first quarter of 2019 and despite the fact that it only makes a limited contribution to the consolidated EBITDA figures during the quarterly period. 

*These estimates are based on usual market conditions and are subject to the risks described in the financial statements. Deviations may occur from estimates figures in the event of changes in market conditions.

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

The consolidated EBITDA was 98.5 Mn TRL as of June 30, 2019. The EBITDA breakdown based on operations is as follows.

Following the commencement of normal electricity generation at the Çan-2 thermal power plant in the second quarter, the consolidated EBITDA increased by 444% to TL 83.2 million in the second quarter compared to the first quarter of 2019. (March 31, 2019 EBITDA: TL 15.3 million)

The consolidated EBITDA for the first half of 2019 increased by 435% compared to the same period of the previous year reaching TL 98.5 million. ( June 30, 2018, EBITDA: TL 18.4 million)

Net Financial Debt ** / EBITDA comparison based on fiscal periods is stated below tables:

As of December 31, 2018, the Group's Net Financial Debt / EBITDA multiples was 25.5(x), decreased to 12.1 (x) as of June 30, 2019.

Considering the actual data obtained with the start of the stable production of Çan-2 Thermal Power Plant at the end of the first quarter, the consolidated EBITDA was realized as TL 256 *** Mn with a + - 5% deviation rate at the end of 2019

The Net Financial Debt /EBITDA multiples which stood at 12.1(x) in the first half of 2019 is expected to decrease to around 6.8 (x)*** by the end of the year despite the fact that the Çan-2 thermal power plant runs at limited capacity due to the Ramp-up process in the first quarter of 2019 and despite the fact that it only makes a limited contribution to the consolidated EBITDA during the quarterly period. 

*Since coal sales will start in the second half of the year, coal mining activities will make no contributions to the EBITDA figures in the first half of the year.

**Net Financial Debt = Total Financial Liabilities - Cash and Cash Equivalents

***These estimates are based on usual market conditions and are subject to the risks described in the financial statements. Deviations may occur from estimates figures in the event of changes in market conditions.

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

JCR Eurasia Rating, revised Odaş Elektrik Üretim Sanayi Ticaret A.Ş.’ Long Term National Credit Rating as ‘BBB (Trk)’ and Short-Term National Credit Rating as ‘A-3 (Trk)’ with ‘Stable’ outlooks on both ratings.

Following the opinion of the Audit Committee, the Board of Directors resolved in their meeting to nominate Rasyonel Yeminli Mali Müşavirlik A.Ş.'nin to audit our Companys financial reports for the year 2019 accounting period in accordance with Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the following General Assembly of Shareholders.

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

In response to the questions received, we would like to point out that the application filed by Mr. A. Bahattin Özal to the Central Registry Agency on 27.05.2019 for the conversion of his 1,558,800 shares, with a nominal value of TRY 1, to publicly traded shares was not intended for stock sales but for rendering the shares available for collateralization.

Kindy Announced to Public

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

Further to Çan-2 Thermal Power Plant’s planned off-line and the impact of the Ramp-Up period, Power Plant generated operational profits as of second quarter of 2019. Though, the following latest updates have been announced for the investors.

The Ramp-Up process for the Çan-2 Thermal Power Plant was completed on March 24 2019 and normal production started as scheduled. Between April 1st and May 21st, the plant generated 300,761 MWh of energy (gross) with a capacity utilization rate of 75%.

Although the power plant is capable of operating with a full load within the requested time, its capacity was restricted for an extensive period due to a high level of ash and a low calorific value generated when operating with a temporary coal supply. However, it is expected that the capacity utilization rate will increase in the future in proportion with the increase in the calorific value of the coal to be used, also taking into consideration the current variables.

Furthermore, the tests conducted during this quarter revealed that the Plant more than meets the eco standards set.

The power plant generated a total operational profit of TRY 55,7 Mn between April 1 - May 21. (The calculation of operational profit includes fuel costs (coal, fuel-oil, limestone costs), but does not include other costs included in EBITDA (wages, system utilization, maintenance, etc.)).

Meanwhile, the Urfa Natural Gas Cycle Power Plant and the Köprübaşı Hydroelectricity Power Plant, our other energy assets, are continuing their operations as anticipated within the framework of current industry-specific dynamics. The operational profit obtained from the production activities in the group’s three power plants reached TRY 67,6 Mn between April 1 - May 21. (with only fuel costs deducted)

As part of precious metal mining activities, the fourth Antimony furnace has been commissioned at the Cebrail mining pit for the mining of antimony.

The environmental impact assessment certificate for the Karaağaç gold mining license has been received, and the pre-investment financing activities as well as the activities regarding confirmation of the inferred part of the reserve as “indicated” are planned to be performed in summer.

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

In line with the developments of the Group’s energy generation division, the "Ramp-Up" period for Çan-2 Thermal Power Plant and the actual scheduled shutdowns within this process were completed as of March 24, 2019. 

Accordingly, the power plant carried out its power generation with an average capacity utilization rate of 29% in the first quarter of 2019. Furthermore, in April 2019, which is the first period of the Post-Ramp-Up process, the power plant’s generated electricity with a capacity utilization rate of 78% in line with projections.

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

Further to the planned shutdown of Çan-2 Thermal Power Plant which was announced on 22.02.2019, it was re-activated yesterday (24.03.2019) after all required adjustments were completed.

Kind Regards,

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

The Group’s consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the 2018 year-end realized as TRY 67.8 million.

TRY 37.5 million of the EBITDA was resulted from the Group’s activities in the field of electricity generation while the remaining TRY 30.3 million was generated from the mining activities.

Please see below the EBITDA breakdown by subsidiaries.

*Between the Period of October-December 2018.

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

It has been decided to change the type of approval which was Company made to the Capital Markets Board on 06.02.2019 for Debt Instrument Issuance and reapply to the Board by revising the application to create an alternative debt instrument.

Considering this, it has been further agreed on the cancellation of the current approval application.

Any development regarding the said processes will be shared with the public as they occur.

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

The principle payment and the eighth coupon payment of ODAS’ Corporate Bond (728 days fixed term with TRSODAS21911 ISIN Code) have been disbursed on 25/02/2019.

Kindly Announced to the Public.  

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

The “Ramp-Up” period which began following the commissioning of the Çan-2 Thermal Power Plant, where production is being carried out in a planned and controlled manner, is now in its final stage. The process of commissioning systems such as Turbines, Generators and Boilers are now complete, and the Çan-2 Thermal Power Plant has the quality to be the only power plant in Turkey with a subcritical thermal efficiency design that burns local lignite coal.

Meanwhile, as a result of outcomes obtained during the planned production in this period, production losses were experienced due to the improvement requirements of the power plant’s systems for (i) enabling air flow, (ii) removal of coal slag, and (iii) turbine isolation.

The equipment, in relation to the above-mentioned outcomes, was ordered in November 2018 with on-site deliveries to be completed by the end of February. In this respect, there will be a planned 20-day shutdown in March during which all the required corrections will be made and the Ramp-Up period will have been concluded.

Taking into account this work which is the final stage of the Ramp-Up period, the capacity utilization rate and EBITDA estimates for 2019 and 2020 are expected to be as follows:

The above EBITDA estimates are created based on the premise of normal market conditions by calculating the annual average and are subject to the risks included in the annual financial reports. There may be a deviation in the expectations in case of any changes that may occur in market conditions.

*The average US Dollar/TRY exchange rate for 2019 and 2020 was taken as TRY 5.65 and TRY 6.20, respectively.

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

The Board of Directors of Anadolu Export Maden Sanayi Tic. A.Ş., 96 percent share subsidiary of ODAS, has decided upon additional exploration and financing initiatives to enable the additional investment of 23.1 million USD estimated for a leach plant following 4 million USD equity capital.

When the leach plant is completed, it is expected to produce an annual operational capacity of 40,000 ounces of gold and 315,000 ounces of silver for the Yıldız Karaağaç region.

Despite the exchange rate risks present in the balance sheet of our Group, we expect that the precious metal mining operations will yield a total annual foreign exchange income of 57.3 million USD with the help of the aforementioned investment planning. Given the current exchange rates of 1,310 USD/ounce for gold and 15.6 USD/ounce for silver, the Group’s total annual foreign exchange income is projected to reach between 121.3 million USD and 127.7 million USD together with revenues obtained from the Çan-2 Thermal Power Plant.

All the investment spending made so far within Anadolu Export was covered by the equity capital; however, the new investment expenditures planned for the future will be covered under investment expense.

Respectfully submitted to the public.

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

Further to material disclose dated 24.01.2019, EUAS (State Owned Electricity Generation Company) and Çan Komur A.Ş. (ODAS' Subsidiary) have agreed to sell 1.244.267,021 MW electricity of Çan-2 Thermal Power Plant to EUAS for the period of 2019 within the scope of the agreement for Purchasing Electric Power Only From Private Companies' Local Coal-Fired Power Plants

In that context the USD indexed revenue of Çan-2 Thermal Power Plant will be a minimum of 64 Mn USD and a maximum of 70,4 Mn USD for 2019.

The USD indexed incentives will carry out for 7 years in accordance with the current legislation.

Kind Regards.

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

Following the completion of right issue of TRY 158,992,951 nominal shares, a total fund inflow worth TRY 187,763,425.9 was generated, TRY 115,486,511.9 of which corresponds to the amount within the period of exercising the rights to purchase new shares (08.01.2019 - 22.01.2019) and TRY 72,276,914.02 of which was obtained from trading of the remaining shares with a nominal value of TRY 43,506,439.111 on the Borsa İstanbul A.Ş. Primary Market between 24 January and 25 January 2019.

As part of this right issue, the due receivables owed by the Company to Mr. Burak Altay and Mr. Bahattin Özal, worth TRY 6,600,000 for each (TRY13,200,000 in total) have been offset against the capital commitment.

The total value of funds generated from the capital increase is TRY 187,763,425.9 and the gross actual cash inflow generated after the offsets is TRY 174,563,425.9.

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

Within the scope of the agreement text prepared for Purchasing Electric Power Only From Private Companies’ Local Coal-Fired Power Plants, and announced on January 23, 2019 within the framework of the Consent of the Ministry, the electric power purchases based on TRY have been indexed to USD in a manner to be considered with the quarterly-based price revisions, along with the 3% extra incentive granted to power plants for which the necessary environmental permits have been obtained and the relevant investments have been completed, provided that the price is not less than 51.5 USD/MWh and more than 56.65 USD/MWh. 

In consideration of the remaining 6 years of the 7 year purchase guarantee granted within the framework of the Council of Ministers’ Decision numbered 2017/11070, this new regulation corresponds to 45% of our revenue projection for the Çan-2 Thermal Power Plant. The total expected revenue for USD-based sales alone is to be a minimum of 288,365,162 USD  and a maximum of 317,201,678 USD for 6 years. The stated projected revenue do not include the TRY-based revenues, which are expected to be gained from the remaining 55% of the power plant production, or the TRY-based Capacity Mechanism.

Even in a case where our Group’s other USD-based proceeds expected from the Köprübaşı Hydroelectric Plant and Suda Maden Antimony site are not taken into consideration, It is stated that the Group’s total foreign currency risk is at a level of about 239 million USD following the conversion of Euro-based risks to USD, (using the current parities) that will be naturally hedged. As almost 97% of the Group’s total foreign exchange risk is Euro-based, the conversion of Euro risks to USD will also be considered separately.

Kind Regards.

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

The procedure of right issue with regards to exercising the rights to purchase new shares (right of preference) in relation to increasing our company’s issued capital of 135,750,000 TRY to 294,742,951 TRY with an increase by 158,992,951 TRY were completed on 22.01.2019.

The total nominal value is 43,506,439.111 TRY for the shares corresponding to shareholders’ rights to receive new shares that were not exercised within the period of time designated to exercise their rights to receive new shares, and the remaining shares will be offered for sale in the Primary Market of Borsa İstanbul A.Ş. through Oyak Yatırım Menkul Değerler A.Ş. for two working days between January 24-25, 2019 at the price to appear in the Primary Market of Borsa İstanbul A.Ş., provided that the share price with the nominal value of 1 TRY is not less than 1 TRY.

The Sales Procedures of the remaining shares are enclosed in the attachment and also available on the websites of the Public Disclosure Platform (www.kap.org.tr), our Company (www.odasenerji.comtr), and Oyak Yatırım Menkul Değerler A.Ş. (www.oyakyatirim.com.tr), which will act as an intermediary for the public offering.

Kind Regards.

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

Tasarruf Sahiplerine Satış Duyurusu 23.01.2019

In order to collaborate Group’s mining zones in Kütahya and Uşak regions (where precious metal reserve/resource exploration works are carried out under their 5 licenses) on a broader manner and process more efficiently, Group’s two subsidiaries of Anadolu Export Maden Sanayi Ticaret A.Ş. and Suda Maden A.Ş., have made a decision to apply to the General Directorate of Mining Affairs for these areas to be declared “gold and silver mining zones” within the framework of the “Regulation on Mining Zones and Transmission of Licenses”.

The Board of Directors have also made following decisions;

Report prepared by the Kappes, Cassiday & Associates (US/NEVADA) (Attachment 1) also stated that the gold and silver values for the Karaağaç mining zone, (Environmental Impact Assessment Report has been granted) have been inferred/indicated Gold of 348,150 ounces /167,486 ounces (Au) respectively and 2,832,036 ounces / 1,255,604 ounces of Silver (Ag) with 65% (Au) and 51% (Ag) salvage ratios for heap leaching.

The current value of the indicated Gold and Silver reserves has been inferred/indicated as TRY 1,699,839,289 / TRY 813,287,325 respectively on the basis of the USD 1280 / ounce Gold (Au) and USD 15 / ounce Silver (Ag) prices. To augment the amounts indicated and measured via intermediate drills, Suda Maden A.Ş has made a decision for the additional gold resources on the Cebrail and Uğurluca sites that it controls to be considered together with the said reserve.

Within this context, as stated in our material disclosure dated November 1 2018, Group’s considerations regarding a financial partnership for our gold mining sites held by Anadolu Export, or the sales of assets pertaining to these sites have been suspended. With respect to the evaluation of the current state of negotiations within the scope of a strategic partnership for the Çan-2 Thermal Power Plant, will be announce if any developments would arise.

Kind Regards,

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

Yildiz Karaagac Metallurgical Test Reports

The amendment to the “Regulation on the Electricity Market Capacity Mechanism” by the Energy Market Regulatory Authority was published in the Official Gazette dated January 9, 2019. Within the scope of the amendment, it has been decided that the energy costs for Local Coal Based Thermal Power Plants should be paid independently of electricity production activities and the market clearing price (Electricity Market Spot Prices).

Furthermore, the capacity payments for production facilities included within the capacity mechanism will be determined not by the variable cost but by the unit fixed cost components of the power plants in the capacity mechanism, and their installed power, on the basis of resources. While the fixed cost component current unit price for Local Coal Based Thermal Power Plants is TRY 149.6 per MW, the total revenue to be generated within this framework will be determined within the context of the annual budget pursuant to the regulation to be published by EMRA.

Respectfully submitted to the public.

The prospectus prepared for the right issue (shares with a nominal value of 158,992,951 Turkish Liras to be issued to increase the paid-up capital of 135,750,000 Turkish Liras to 294,742,951 Turkish Liras) was approved by the Capital Markets Board (“CMB”) at Board meeting no. 2019/01 on 03.01.2019. The prospectus approved by the CMB is attached hereto and was notified today.

Our shareholders are entitled to purchase new shares up to 117.12187% of their current shareholding.

   ▪    The right to purchase new shares (preemption) can be exercised for a period of 15 days from 08.01.2019 to 22.01.2019 in accordance with the principles set out in the prospectus.

   ▪    The nominal value of one share will be 1 Turkish Lira and 1 lot (1 share) will be offered for sale for 1 Turkish Lira for exercise of the right to purchase new shares (preemption).

   ▪    The prospectus regarding the capital increase is available on the websites of the Public Disclosure Platform (www.kap.org.tr), Company (www.odasenerji.com) and Oyak Yatırım Menkul Değerler A.Ş. (www.oyakyatirim.com.tr) are authorized to act as an intermediary for the public offering. 

   ▪    The shares remaining after the exercise of the right to purchase new shares (preemption) will be offered to the public at the quoted price being not less than the nominal price for a period of 2 business days.

Kind Regards,

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

The prospectus prepared for the right issue (shares with a nominal value of 158,992,951 Turkish Liras to be issued to increase the paid-up capital of 135,750,000 Turkish Liras to 294,742,951 Turkish Liras) was approved by the Capital Markets Board (“CMB”) at Board meeting no. 2019/01 on 03.01.2019. The prospectus approved by the CMB is attached hereto. 

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

Our Group continues to its usual operations in line with the schedules and plans and the recent price movements are not directly related to our current business operations.

Respectfully submitted to the public.   

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

The best bids for the tender organized by the General Directorate of Mining Affairs on 07.12.2018 for the Group IV Coal Mining Sites for Surface Mining (access numbers 3362830 and 3361049) in Balıkesir have been submitted by Yel Enerji Elektrik Üretim Sanayi A.Ş., 100% indirect subsidiary of ODAS. The total amount for bid price is 751,000 TRY.

Further developments will be announced accordingly.

Kind Regards.

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

A New Antimony Furnace 

An investment decision was made for building yet another new furnace in addition to the 2 Antimony Trioxide and 1 Metal furnaces by Suda Maden A.Ş. (100% Subsidiary of ODAS) maintaining the Group’s mining activities. The furnace planned to be built will be utilized to include in the production process the antimony trioxide contained within the metal slag that arises at the end of production in the metal furnace.

While the investment cost does not exceed the maximum budget of 250,000 USD allocated, it is anticipated that on average 180 tonnes of antimony trioxide will be annually produced when the new production furnace is put in place.

The new production furnace is planned to be put into operation by the end of February 2019.

ÇAN-2 Thermal Power Plant Capacity Utilization Rate for November 

The capacity utilization rate for the local-coal based Çan-2 Thermal Power Plant with an installed capacity of 340MWm/330MWe was 48.9% in November.

Kind Regards,

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

20.11.2018 Notification Regarding Capital Increase

09.11.2018 Current Updates

The group’s Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the 30.09.2018 period realized as TRY 30.1 Million. The EBITDA breakdown for group’s subsidiaries both in Energy and Mining divisions are shown below.

The developments regarding the current operations of the group are stated below.

Çan-2 Thermal Power Plant

Despite lower the generation volume due the short fire break at the Power Plant in Q3 Group’s EBITDA expectation for Q4 2018 and 2019 has upgraded due to the increase in the natural gas and imported coal costs mentioned below.

the Çan-2 Thermal Power Plant has a capacity utilization rate  versus the average utilization rate in Turkey, as compared to the capacity utilization rates of the local private coal plants from their initial launch in Turkey stated in the attachment. The Power Plant has operated with an average capacity utilization rate of 68.4% during the first 8 days of November and has generated net 43.342 MWh electricity in total.

Moreover, the cost based pricing by BOTAŞ for power plants generating electricity from natural gas, and the increase in the exchange rate in August 2018, have increased the generation costs of the imported coal plants as well as natural gas cycled power plants. The increase in costs has caused a rise in the electricity spot prices. This is expected to have a positive impact on the EBITDA Margin of Çan-2 Thermal Power Plant. Accordingly, the EBITDA target is TRY 54.1 million for year-end 2018, TRY 419.8 million for year-end 2019, and TRY 512.6 million for year-end 2020.

Urfa Natural Gas Cycle Power Plant

The profit margins of Urfa Natural Gas Cycle Power Plant have decreased due to the increase in natural gas costs.

Retail Sales of Electricity

The retail sales of electricity have been suspended due to the one time loss caused by the difference of increased electricity’s retail sales price to free consumers and electricity generation costs to  spot prices.

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

As stated in previous material disclosure dated 28.06.2018 regarding EBITDA Guidance for subsequent years, we revised EBITDA (Earnings Before Interest Depreciation and Amortization) expectations within ODAŞ group for the periods of 2018-2019-2020.

Updates to the EBITDA estimations of the Group’s Energy and Mining divisions have been completed by taking into consideration the followings.

 ▪   Çan-2 Thermal Power Plant has been put into operation as of August 2018 and           the electricity generation is being gradually increased.

 ▪   The raise of natural gas cost provided by BOTAŞ to the natural gas electricity             generating power plants and the increase in the exchange rate in August 2018           have surged the generation costs of the imported coal plants and natural gas             cycle power plants. The increase in such costs has caused also to increase in the         spot electricity prices. Thus it is expected to increase the EBITDA Margin of Çan-2       Thermal Power Plant for the periods 2018-2019 and 2020.

  ▪  The electricity retail division of the Group have been suspended due to the one           time loss caused by the difference of increased electricity’s retail sales price to           free consumers and electricity generation costs to  spot prices

The estimations for the periods 2018-2019 and 2020 are premised on normal market conditions and subject to the risks included in the annual financial reports. There may be deviations from the target figures due to any changes in market conditions (currency rates, natural gas and electricity retail sales prices, etc.) and changes and developments regarding investment in gold and precious metal mining.

Respectfully submitted to the public.

Further to commercial operation of Group’s local coal based Çan-2 thermal power plant with an installed capacity of 340MWm/330MWe in August 2018, and the power generation is ongoing as scheduled. The ramp up period, which is one of the process steps in the newly commissioned thermal power plants, is also ongoing in Çan-2 Thermal Power Plant. The power plant has generated electricity with an approximate net capacity utilization rate of 30% as of October. It is expected that the net capacity utilization rate will reach around %60 on average in November and rise to an average of 80% in December.

Çan-2 Thermal Power Plant is the only thermal power plant in Turkey to have a coal site with high calorific value and sub critical lignite-fired steam boiler efficiency value and is one of Turkey’s three private sector thermal power plant investments based on local coal and with significantly lower investment costs compared to its peers.

 The Environmental Impact Assessment report for our gold sites under our affiliate Anadolu Export was also granted in October 2018.

With regards to the developments and comparative advantages for the abovementioned asses of the group  as well as within the scope of developing group’s financial strength  it is planned to focus on the following options:

            ▪ Strategic partnership for Çan-2 Thermal Power Plant,

            ▪ Strategic financial partnership or asset sales for Group’s gold sites under                    ODAS’ subsidiary of Anadolu Export  or

            ▪ To evaluate options such as capital increase  for strengthening the Group’s                equity structure

Any significant development regarding the abovementioned options will be announced to the public.

Another important point is that it has been decided to change the existing policy in order to ensure that the book value of the lands, plots and facilities registered under Tangible Fixed Assets in Group company’s consolidated financial statements prepared according to the Capital Markets Board (CMB) reflects the fair value and start applying the “Revaluation Model” in tangible fixed assets effective on financial statements from 30.09.2018.

Respectfully submitted to the public.

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

The Environmental Impact Assessment (EIA) report of Anadolu Export Maden Sanayi Tic. ve AŞ, 96% subsidiary of ODAS for the Capacity Increase, Mineral Processing Plant, and Drilling And Screening Plant of Yıldız Gold and Silver Mine project (Registration No. 85899) has been prepared in accordance with the EIA Regulation and has been approved by the 1st Monitoring and Assessment Commission Meeting held today at the Ministry of Environment and Urbanization.

Kindly Announced to the Public.

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

As it was announced in our material disclosure dated 25.05.2018 that the actual principal payments for the Çan-2 Thermal Power Plant would be deferred to 2019. Further to recent negotiations between main creditors and Odas, it has been mutually agreed that the principal payments for the Çan-2 Thermal Power Plant will be deferred as from 2020 considering the fact that it would have a positive impact on the Group’s cash flow and consolidated balance sheet structure.

Kindly announced to the public.

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

Further to the material disclosure dated 20.09.2018, it is planned to reinitiate the electricity generation at the power plant today together with coordinated efforts and intense rehabilitation works followed by the fire incident at Çan-2 Thermal Power Plant.

Kindly announced to the public

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

The on-site investigations carried out on the fire which occurred at Çan-2 Thermal Power Plant on 18.09.2018 and it was understood that the fire was extinguished as a result of the rapid intervention of staff at the site, without any serious damage.

To restart the production of the  power plant is targeted within one week in coordination with the support teams also from other mines operating within the our affiliates.

Kindly Announced to the Public

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

It has been informed that a fire started in boiler unit of Çan-2 Thermal Power Plant (340 Mwm/330 MWe) and has been immediately under control and most importantly, no loss of live has been occurred.  

Any developments will be shared to the public.

Kindly announced to the public.

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

Çan-2 Thermal Power Plant (340MW)

Following the commissioning of local coal-based Çan-2 Thermal Power Plant with an installed capacity of 340 MW in early August, a positive effect on the profitability of the power plant is expected as the increase in the natural gas costs in the markets will bring about an increase in spot energy prices.

Retail Sales of Electricity

On the other hand, regarding ODAS Enerji Elektrik Perakende Satış A.Ş., 100% subsidiaries, that operates in retail sales of electricity within our Group, the Board of Directors has been considering gradually decreasing its retail electricity sales activities of eligible individual clients by the end of 2018 given the fact that the electricity retail sales prices for the eligible clients has not increased at the same rate as electricity production costs and therefore the spot prices of electricity, or suspending its activities taking the market conjuncture into account.

Kindly announced to the public.

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

In accordance with the letter of Borsa İstanbul A.Ş., dated 07.08.2018 and numbered BİAŞ-4-6883,  regarding the unusual price and volume movements over our Company's shares,  as per the 8th article of Capital Markets Board's Material Events Communique, titled "Unusual Price and Quantity Movements", there are no material events related with our  Company, which have not yet been disclosed to public.

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

Çan-2 Thermic Power Plant, with an installed capacity of 340 MWm/ 330 MWe, has started to commercial operation as of 01.08.2018 upon the approval of the ministry.

Kindly announced to the public.

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

The commissioning works for the Çan-2 Local Coal Thermal Power Plant with an installed capacity of 340 MWm / 330 MWe has been completed, and the official application has been submitted to the Ministry on 26.07.2018 for approval procedures.

In this regard, it is expected that the power plant will start selling commercial electricity in the forthcoming days.

Kindly announced to the public.

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

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

- Audit Committee be comprised of 2 members and Mr. Yavuz Baylan has been elected as the Committee Chairman and Mr. Salih Erez as Committee Member

- Corporate Governance Committee be comprised of 3 members and Mr. Yavuz Baylan has been elected as the Committee Chairman, Mr. Salih Erez as Committee Member and Mr. Melih Yüceyurt as Committee Member

- Risk Management Committee be comprised of 2 members and Mr. Salih Erez has been elected as Committee Chairman and Mr. Yavuz Baylan as Committee Member.

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

Board of Directors – 12.07.2018

The Board of Directors unanimously resolved on July 07th  2018 that

 -Mr. Abdulkadir Bahattin Özal has been elected as Chairman,

 -Mr. Burak Altay has been elected as Deputy Chairman,

 -Mrs. Hafize Ayşegül Özal and Mr. Mustafa Ali Özal have been elected as Board Members,

 -Mr. Yavuz Baylan and Mr. Salih Erez have been elected as Independent Board Members.

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

The Registration of General Assembly for 2017 – 12.07.2018

The results of Ordinary General Assembly for 2017 held on June 28th 2018 were registered on July 11th  2018 by Istanbul Trade Registry Office. 

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

As stated in company’s material disclosure dated 12.03.2018, it is hereby disclosed EBITDA expectations within the ODAŞ group for the periods 2018-2019-2020 along with Net Debt/EBITDA multiples pertaining to the same period.

The estimations for the periods 2018-2019 and 2020 are premised on normal market conditions and subject to the risks included in the annual financial reports. There may be deviations from the target figures due to any changes in market conditions (currency rates, natural gas and electricity retail sales prices, etc.) and changes and developments during the processes of investment in gold and precious metal mining as well as the completion and commissioning of the Çan Thermal Power Plant.

Kindly announced to public.

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

In the material disclosure dated 25.05.2018, it was stated that Çan-2 Thermal Power Plant would be commissioned in June. It is hereby stated that the Ministry Approval required for the commissioning may be deferred until the second week of July.  

Kindly Announced to the Public

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

JCR Eurasia Rating, affirmed Odaş Elektrik Üretim Sanayi Ticaret A.Ş.’ Long Term National Credit Rating as ‘BBB (Trk)’ and Short Term National Credit Rating as ‘A-3 (Trk)’ with ‘Stable’ outlooks on both ratings.

Upon the recent price movements and the questions from the investors, we would like to state that;

It is observed that the positive effects of the significant increase in the exchange rates and commodity prices, the asset values of our coal gold, silver and antimony reserves of which have not yet been realized in our balance sheet considerably outweighs the negative effects on our liabilities in foreign currency in the balance sheet. 

In terms of cash flow, it is estimated that a positive effect will be seen in the consolidated balance sheet of the group, upon the commissioning of the Çan 2 Thermal Power Plant investment (330 Mwm/340 Mwe), in June together with the guaranteed purchase price of electricity generation that will be increased quarterly in line with inflation rate as well as the additional revenue from the capacity mechanism and the loan repayment for the Çan 2 Thermal Power Plant to be effected as of 2019.

Kindly announced to the public.

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

Çan-2 Thermal Power Plant (340 MWm/330MWe)

Following the initial ignition of Çan-2 Thermal Power Plant, which has an installed power capacity of 330 MWm/ 340 MWe, the operations for commissioning have been progressing rapidly, and it is predicted that the ministry approval shall be received in June.

Karaağaç Yıldız Gold and Silver Mine

The Environmental Impact Assessment (EIA) Report process is in progress at Karaağaç Yıldız Gold and Silver Mine and is expected to be submitted by August. Meanwhile, the operations have begun for the financing of investments in gold.

1st Quarter of 2018

The earnings before interest taxes depreciation and amortization arising in the first quarter were affected by the major quinquennial maintenance of Urfa Natural Gas Combined Cycle Power Plant, a temporary suspension of operations at one of the production furnaces as part of the antimony production and sales operations ongoing at our subsidiary Suda Maden A.Ş., and the expected commencement of the Group’s significant coal sales in the coming period given the seasonal nature of the business. However, as noted in the material disclosure dated 12.03.2018, the Group’s consolidated EBITDA figure for 2018 is expected to quadruple compared to that of 2017, as the net sales at least double, and these predictions seem valid in light of the data for the first quarter of 2018.

It is planned that the projections for the years 2018-2019 shall be shared by 30.06.2018.

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

Kindly Announced to the Public.

Further to material disclosure dated 06.03.2018, the commission’s report for the ground limestone tender for 18 Mart Çan Thermal Power Plant (Subsidiary of Elektrik Üretim A.Ş. (EÜAŞ)), has stated that Suda Madan A.Ş., wholly owned subsidiary by ODAS, dropped to second place on the tender list after the non-price parameters were also considered within the framework of the tender.

Kindly announced to the public.

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

The Board of Directors of BB Enerji Yatırım Sanayi ve Ticaret A.Ş. (company), which owns 15.76% shares of ODAS, agreed to apply to the Central Registry Agency (MKK) for the transformation of 14,389,099.250 ODAS shares into tradable shares in order to incorporate these shares under current assets in company’s balance sheet. In the aforesaid Board of Directors’ Resolution, it was also stated that the share transformation was not made with the aim of selling the shares on the stock exchange.

Kindly announced to the public,  

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

The group’s 2017 consolidated year-end net profits stand at TRY 124.1 million, while earnings before interest, taxes, depreciation and amortization (EBITDA) were TRY 54.2 million.

TRY 31.5 million of the EBITDA pertains to activities in the electricity generation and retail and the remaining TRY 22.7 million comes from mining operations.

The EBITDA from electricity operations in 2017 was lower compared to previous years, due to rising natural gas prices and depressed electricity prices, whereas, in contrast, the growing mining operations made their impact felt in the last quarter in particular and had a positive contribution to the consolidated EBITDA.

In 2018, on the other hand, the EBITDA from electricity operations will rise substantially as the Çan-2 Thermal Power Plant becomes operational. Taking into account the electricity purchases TETAŞ is set to make at an established price from private firms operating local coal fired power plants based, and the capacity payouts to be made within the framework of the electricity market capacity mechanism regulation, which have recently entered into force, Çan-2 Thermal Power Plant will reinforce the EBITDA from electricity operations even further.

Meanwhile, the rising antimony and coal prices, as well as production capacity increases made in mining operations have lead to increased EBITDA from such operations in 2018, compared to the figure in 2017.

As a result, in 2018, the group’s consolidated EBITDA is expected to rise to at least four times that of 2017, while net sales will double.  The projections for years of 2018-2019 to be disclosed by 30.06.2018.

Developments of Two Major Investments Yet to Start Operations

Çan-2 Thermal Power Plant (340 MWm/330MWe)

The first ignition of the Çan-2 Thermal Power Plant investment with an installed power of 340 MWm/330 MWe has been scheduled for Sunday, 18 March 2018, marking the 103rd anniversary of the Victory at Gallipoli, and commercial electricity sales are expected to start within two months time.

Karaağaç Yıldız Gold and Silver Mine

The Environmental Impact Assessment (EA) still in progress, in the meantime a meeting to facilitate local participation was held, and all related agencies were consulted. Further steps regarding the investment and financing, on the other hand, will be started following by Çan-2 Thermal Power Plant becomes operational.                                       

Respectfully submitted to the public.

Kind Regards,

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

In line with the vertically integrated structure of our corporation, the decision has been made for procuring micronized and pulverized (ground) limestone for Çan-2 Thermal Power Plant, (to be operated under group company, Çan Kömür ve İnşaat) by Suda Maden A.Ş.( wholly owned subsidiary of ODAS).

In addition to that, Suda Maden A.Ş.  also submitted the lowest bid of TRY 35,520,000 for a total of 800,000 metric tons of micronized and pulverized (ground) limestone to be supplied for two years in order to meet the demand of 18 Mart Çan Thermal Power Plant (operated by Elektrik Üretim A.Ş. (EÜAŞ)) in the recent procurement tender.

Any developments will be shared with the public as they occur.

Respectfully submitted to the public.

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

The fourth coupon payment of Corporate Bond Issue of 50.000.000 TL (728 days fixed term with TRSODAS21911 ISIN Code) has been disbursed on 26/02/2018.

Kindly Announced to the Public.    

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

Regarding Fourth Coupon Payment of Corporate Bond

Issue with TRSODAS21911 ISIN Code

As is known 70% of our total energy production portfolio will be constituted by local coal-fired thermal power by 2018.

In this context, a minimum guaranteed income will be maintained of the Group’s electricity production revenues for seven years starting from 2018 pursuant to the resolution on the Provision of Power Generation from Local Coal-Fired Power Plants approved by Decree of the Council of Ministers No. 2017/11070 and published in the Official Gazette dated December 2, 2017 and numbered 30258.

Furthermore, imported coal power plants will also be able to benefit from this incentive for seven years, to the extent that they use local coal.

As noted in the material disclosure dated on 13.11.2014, this development is in line with our strategy to establish a hub in Çan region and its immediate surroundings as coal supply center.

Kind Regards,

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

The cases filed with numbers 2015/183E. and 2015/176E., demanding the annulment of the “Approval of Environmental Impact Assessment Report” for Çan-2 Thermal Power Plant Project, and thus the stay of execution, as referred to in the Material Event Disclosure dated 10.03.2015 have been concluded in favor of our firm by Çanakkale Administrative Court, through rulings no. 2017/1565 and 2017/992.

Furthermore, the additional furnace planned for antimony mining, as referred to in the Material Event Disclosure dated 09.11.2017, has been completed and has begun its operations.

Kind Regards,

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

The third coupon payment of Corporate Bond Issue of 50.000.000 TL (728 days fixed term with TRSODAS21911 ISIN Code) has been disbursed on 27/11/2017.

Kindly Announced to the Public.    

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

Third Coupon Payment of Corporate Bond Issue (TRSODAS21911 ISIN code)

Developments Concerning the Çan - 2 Thermal Power Plant (340 MWm/330MWe) Investment
 
Our Material Event Disclosure dated August 21, 2017 stated that the start-up procedure regarding MWe the Çan-2 Thermal Power Plant investment with an installed capacity of 330 MWm/340 would be completed within six months. At the moment, the Power Plant Investment procedure is in line with the plans and on schedule. No significant delay for the power plant investment are envisaged.

Developments in Coal Mining

The coal sales in connection with the coal production and sales planning of the group, as specified in the Material Event Disclosure dated August 21, 2017, have commenced as of October 2017, in line with the plans delineated.

Developments in Antimony Mining

The supplementary production furnace mentioned in the Material Event Disclosure dated August 21, 2017 will be operational as of November 2017. It is expected to contribute to operating profits from December 1, 2017 onwards. 

Developments in Gold Mining 

The Environmental Impact Assessment (EIA) Report process regarding operations prior to gold production planning is in progress.

As a result of the positive achievements that the group has registered in the mining sector, the EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) to be  registered for mining operations for the last quarter is expected to exceed than the EBITDA figure to be achieved through energy generation and sales operations for the last quarter of 2017.

Kind Regards,

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

In parallel with ODAŞ Group’s long-term strategic plans developed within the framework of its vertically integrated business model, the base-load local coal fired thermal power plant with an installed capacity of 340 MWm/330 MWe, will start its operations soon. In that respect, with a view to expanding the scale of the group’s electricity retail sales portfolio, an agreement was reached between ODAŞ Enerji Elektrik Perakende Satış A.Ş. (100% Subsidiary of ODAŞ) and 2M Enerji Toptan Elektrik Ticaret A.Ş. (2M Enerji), to transfer the whole portfolio of 2M Enerji (Total active utility meters: 7.000) to ODAŞ Enerji Elektrik Perakende Satış A.Ş.

Kind Regards,

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

The second coupon payment of Corporate Bond Issue of 50.000.000 TL with a fixed term of 728 days and TRSODAS21911 ISIN code, has been disbursed on 28/08/2017.

Kindly Announced to the Public.    

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

Notification Regarding Issue of Capital Market Instrument 2nd Coupon Payment

The consolidated Earnings before Interest Taxes Depreciation and Amortization (EBITDA) of the group at the end of the term on 30.06.2017 were 25 Mn TRL. 

The EBITDA breakdown is shown below:

Mn TRL

Çan -2 Thermal Power Plant Investment (340 MWm/330MWe)
 
It is expected that general construction works of the main items related to the Çan-2 Thermal Power Plant will be completed by the end of the August and commissioning works will be finalized within maximum 6 months.

Developments regarding gold and silver mining      

The application progress for Environmental Impact Assessment (EIA) Report in respect of mining works before gold production planning is going on and further developments will be released to the public. 

Developments regarding antimony mining

Along with the increase in demand and price for antimony stated on the material disclosure dated 13.03.2017, the investment works with respect to increasing our production capacity continue and it is expected that it will be completed within October as itis foreseen that it will contribute to the total EBITDA by 50% on yearly basis. 

 Developments regarding coal mining

In the current situation, it is planned to produce and sell 200.000 tons of coal in total in the upcoming 6 months, within the scope of the coal production works of the group. At the same time, Leonardite, which is used as organic fertilizer in the agriculture sector, has been identified in the current coal sites and the works relating to its production and sales have been started.

Kindly Announced to the Public.    

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

PASHA Investment Bank Inc., which is an affiliate of PASHA Bank OJSC, made 9.3 Million Euro loan  

(3 years term), available for Suda Maden A.Ş.,100% subsidiary of ODAS. Through this credit, it is expected that the group shall strengthen and enhance its position in strategic metal mining sector.

Kindly Announced to the Public.    

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

The first coupon payment of Corporate Bond Issue of 50.000.000 TL with a fixed term of 728 days and TRSODAS21911 ISIN code, has been disbursed on 27/02/2017.

Kindly Announced to the Public.    

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

Notification Regarding Issue of Capital Market Instrument

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

- Audit Committee be comprised of 2 members and Mr. Yavuz Baylan has been elected as the Committee Chairman and Mr. Salih Erez as Committee Member
- Corporate Governance Committee be comprised of 3 members and Mr. Yavuz Baylan has been elected as the Committee Chairman, Mr. Salih Erez as Committee Member and Mr. Melih Yüceyurt as Committee Member
- Risk Management Committee be comprised of 2 members and Mr. Salih Erez has been elected as Committee Chairman and Mr. Yavuz Baylan as Committee Member.

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

The Board of Directors unanimously resolved on May 03rd  2017 that

 -Mr. Abdulkadir Bahattin Özal has been elected as Chairman,

 -Mr. Burak Altay has been elected as Deputy Chairman,

 -Mrs. Hafize Ayşegül Özal and Mr. Mustafa Ali Özal have been elected as Board Members,

 -Mr. Yavuz Baylan and Mr. Salih Erez have been elected as Independent Board Members.

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

The results of Ordinary General Assembly for 2016 held on May 2nd  2017 were registered on May 8th  2017 by Istanbul Trade Registry Office. 

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

Our application to the Capital Markets Board pertaining increase in our paid-in capital of 47,600,180 TRL ,where each share of such capital has a par value of 1(one) TRL, by 88,149,820 TRL  to 135,750,000 TRL has been approved by Board’s Resolution dated 14.04.2017 number 17/522 and notified to our company on 18.04.2017. The share issue document is presented in the attachment.

Kindly Announced to the Public.    

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

İhraç Belgesi

Following the suggestion of the Audit Committee, the Board of Directors resolved in their meeting to nominate AS Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş.'nin (A Member of Nexia International) to audit our Companys financial reports for the year 2017 accounting period in accordance with Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the following General Assembly of Shareholders.

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

The Board of Directors decided to suggest the first Ordinary General Assembly not to distribute any dividend, since the consolidated financial tables prepared for the accounting term 01.01.2016 to 31.12.2016 prepared and independently audited as per the respective provisions of the Capital Market Board’s “Communique on the Rules for Financial Reporting in the Capital Market” No. (II-14.1) in line with the statutory account reveal no profit that could be distributed from the corporate activities in 2016.

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

ODAS Profit Distribution Table  2016

This is to announce that YS Mining and Trade Co. in which Can Komur ve Insaat Co. holds 52% of shares has signed a sovereignty (administration permit)  contract for ten years with Komur İsletmeleri A.S. (KIAS-Coal Mining Site Administration Co.) for committing coal mining processes in Mining Site with license no. IR:2600 located in Dodurga District in City of Corum. Any progress available shall be publicly announced.       

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

Kindly Announced to the Public

13.03.2017- New Developments Regarding Operations and Investments

Consolidated EBITDA of our company was realized at 60.1 millions TRL in 2016 year end which was the highest EBITDA level of ODAS since the IPO. Ebitda Breakdown on subsidiary basis as follows:
 

 
Developments in Investments

Developments in Çan -2 Termik Power Plant Investment (340 MWm/330MWe)

Investment on Can-2 Thermal Power Plant of 330 MWm/340 MWe capacity is currently on progress and it is expected that hydrostatic tests shall be initiated by April 2017 and approval by the Ministry shall be received by 4th quarter of 2017

Precious Metal Mining in Anadolu Export Mining Ind.Corp. and Sudan Mining Co.

Developments in Gold and Silver Mining

As per indicated on our statement dated 09.12.2016, an application for Environmental Impact Assessment Report was submitted and the most important phase of this procedure, Ring Participation Meeting was held. Studies on gold and silver mining regarding the production facility is currently on going and progress shall publicly be announced.  

Developments Regarding Antimony Mining

Antimony sales operations of the group company was initiated by the last quarter of 2016 as per planned and the pace of such transaction was accelerated by the first quarter of 2017. As there is an increase in demand for antimony and prices leveled up, it was resolved to increase production capacity.

Currently, in addition to furnace of Antimony Trioxide (with capacity of 650 tons/year) and antimony metal furnace (1000 tons/year) which became operational by 01.12.2016, it was resolved to install additional Antimony Trioxide Furnace which has a capacity of 700 tons per year. For this investment, a budget of 500.000 USD was assigned and it is planned to complete this investment within 2017.

It is foreseen that this additional investment shall provide 50% contribution to EBITDA. Also, it was resolved to initiate R&D studies with University of Marmara to produce Antimony with high purity which is used in semi-conductor technology as well as in defense industry.    

Developments Regarding Coal Mining

The place in Balya District of Balikesir in context of the mining license held by YS Mining and Trade Limited Co. which Can Kömür İnşaat A.Ş. holds shares of 52%, which is permitted by license IR:1521 was delivered. This permit right was obtained from KIAS by YS Mining and Trade 

CR Project Development, Investment and Trade Company

Liquidation process of 3Y Project Development Investment and Trade Company in which 90 percent of equity is held by ODAS was initiated. As a replacement, CR Project Development Investment and Trade Company in which Odas Electricty Generation Co. holds 100 percent of shares was established.

Currently aforementioned company has no current operations

Kindly Announced to Public

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

The application for the capital increase of 88,149,820 via bonus issue which is totally generated by internal resources was submitted to CMB. After this transaction total equity shall be increased from paid-in capital of 47,600,180 TRLon 1 TRL par value to 135,750,000 TRL.

Kindly Announced to Public

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

Within the current assets of ODAŞ Elektrik Üretim Sanayi Tic.A.Ş., the amount of deposited foreign currency is enough to make principal repayments which will become due until 2017 year end.

Sincerely

As per indicated and announced on our material disclosure dated 16.11.2016, our application regarding the act of issuing corporate bonds in domestic market over TRL currency within issue limit of 100,000,000.00 TRL, in which no public offering shall be exercised, was confirmed and validated by Capital Markets Board of Turkey and this validation was announced on memorandum of aforementioned board on 11.11.2016 number 2016/30.

Within this context, our initial offering to qualified investors (without public offering) on corporate bonds with variable yield rate, which has a total par value of 50,000,000.00 TRL having maturity date of 728 days and which shall exercise quarter coupon payment, was realized on February 27, 2017. Financial intermediary to serve on aforementioned transaction  was Gedik Yatirim Menkul Degerler A.S. (Gedik Securities Inc.)

Sincerely,

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

Brief information on corporate bond issue and table of redemption are stated on following table.

Corporate Bond Issue - Summary

JCR Eurasia Rating has evaluated the consolidated structure of Odaş Elektrik Üretim Sanayi Ticaret A.Ş. within the scope of periodic review and upgraded its Long Term National Rating to ‘BBB (Trk)/Stable’ on the Long Term National Scale and affirmed its Long Term International Foreign and Local Currency Ratings as ‘BBB-/Stable’

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

Board of Directors of the company gathered at company headquarters and decided as follows.

It is decided unanimously that the company paid-in capital of 47.600.180 TL, shall be increased to 135.750.000 TL with an increase of 88.149.820 TL by share premiums and shall be applied to Capital Markets Board for the approval.

It is also unanimously decided that the article 6 of the company’s articles of association to be updated where it refers to paid-in capital, to include the increased nominal shares amounting at 88.149.820 TL, and to submit corresponding application for approval of Capital Markets Board (SPK).

It is also decided that the company management shall be assigned and authorized for the proceedings for capital increase via bonus issues, obtaining required permissions from corresponding authorities, execution of required procedures and making applications in compliance with Capital Markets Board(SPK) rules and other relevant regulations.

Respectfully announced for public attention,

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

As per indicated within the context of Article 13 of Communique on Material Disclosures (II-15.1) announced by Capital Markets Board of Turkey, as late Mr Korkut Ozal holding 15.76 % of company shares and acting as founder partner was deceased, legal transactions required to transfer his shares in ODAS Elektrik Üretim Sanayi Ticaret A.Ş (7,500,000 shares with nominal value of 1 TRL each) to his legal successors with respect to inheritance shares was completed and act of transfer of shares was initiated. Once act of transfer is completed, shares of Mr A.Bahattin Ozal, founder partner and successor to late Mr.Korkut Ozal, shall be incremented to 17.74% from 15.38% whereas shares of remaining successors in ODAS shall remain below 5%.

An application to Central Securities Depository of Turkey shall be submitted so that shares held by Mr.Bahattin Ozal (2.8 Million units of shares having nominal value 1 TRL each) shall be kept operative for any financial transactions on stock exchange and which shall be kept available for presenting as warrant. This act of application shall not bear any future plans on selling shares.

Sincerely,

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

Recent fluctuations in electricity prices and further investors’ questions for this occasion, we state that we have not been effected negatively for the price surge appeared during this period as we held in long position.

Respectfully Announced to the Public.

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

Current developments about two of the subsidiaries of our corporation, Suda Maden A.Ş. and Anadolu Export Maden Sanayi Ticaret A.Ş. are presented for public attention as follows.

Antimony Mining, Antimony Trioxide (ATO) and Metal Production

Suda Maden A.Ş. sustains its Antimony Mining operations to the extend its metal casting furnace capacity in a pilot area in Cebrail licence, Gediz, Kütahya.

Within the scope of recent operations, Suda Maden A.Ş. which has no investment-related liabilities, is expected to make a contribution of 300.000 USD EBITDA by the last quarter of the year 2016 and 2 Million USD EBITDA contribution for the whole year of 2017 a total in ATO and metal production at an amount of 600 tons. 

Antimony is considered as one of the first metals to become extinct on earth. It is used in technological products in its pure form as a raw material of critical importance.

Hence our corporation’s next strategy involves producing the final product, which provides higher added value, instead of expanding mining operations.  

Precious Metal Mining

Our subsidiaries Suda Maden A.Ş. and Anadolu Export Maden Sanayi Ticaret A.Ş. hold 5 licences between Uşak and Kütahya. 3 of these licences; Karağaaç, Cebrail, and Uğurluca licences consist of some areas where presence of precious metals is ascertained. Gold (Au) and Silver (Ag) are considered together and the project has been named as"Yıldız Altın ve Gümüş Projesi"(Yıldız Gold and Silver Project).  Karaağaç licence is the main and the most significant metal resource of Yıldız Gold and Silver Project and following data consists of operations which are performed only within Karaağaç licence area.

Further the limited studies done by Stratex International Plc's Turkey representative “Stratex Madencilik Sanayi ve Ticaret Limited Şirketi”, it has been calculated Au and Ag resources available in Eastern and Western zones through the local studies it performed. These calculations have shown that total amount of resources regarding both indicated and inferred resource categories are 0,74g/t Au and 6,0 g/t Ag contained in 14.475.753 tons (348.150 ounce Au/10.71 tons Au and 2.832.036 ounce Ag/86,85 tons Ag).

78.000 ounce Au/2,4 tons Au and 474,770 ounce Ag/14,71 tons Ag which are situated at Eastern zone of the total resource and 89.486 ounce Au/2,77 tons Au and 780.834 ounce Ag/ 24,20 tons Ag which are situated at Western Zone of the total resource are shown as per JORC method and are in (Indicated) category.  Total of indicated resources in Eastern and Western zones are approximately 0,76g/t and 5,83g/t Ag contained in 167.486 ounce Au and 1.255.604 ounce Ag. Remaining 180.664 ounce Au/5,6 tons Au and 1.576.432 ounce Ag/48,86 tons Ag remaining at the Western zone is considered under

(inferred) resources category.

The resource had previously been determined to be 156,798 ounce Au inferred resource, and as a result of the positive drilling/exploration operations displaying higher amounts of indicated and inferred resource, and that the ore is suitable for open-pit mining, and as determined by initial findings, abundance of oxidized and transition zones clearly show that the project’s overall profitability is quite high. Within this scope, the operations for expansion and forming up the borders of the area,

interim-drilling/exploration requirement and required technological tests and the Environmental Impact Assessment Report’ preparation process has been decided to commence with immediate effect.

Respectfully Announced to the Public.

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

Metal Production Furnace  has now been put into operation as of  today (01.12.2016) at Suda Maden A.Ş., 100% subsidiary of ODAS Elektrik. Hence, the metal production facilities have also been included into the Group’s product range along with Antimony Trioxide production. In addition to Antimony Trioxide sales which started in the last quarter of 2016, it is now planned to start metal production-related sales in the beginning of 2017.

Therefore the revenue in dollar based assets in our group’s portfolio will be increased in conjunction with abovementioned metal productions.

The guidance for yearly production of Antimony operations along with revenue components for 2017 is planned to disclose in December 2016.   The  rapid and successful engagement of Antimony metal production and related industrial raw material production facilities of our company, made us to disclose the data projections  of Antimony activities afterwards.

Likewise, the first part of research and development of gold mining operations is planned to disclose in December 2016.

Respectfully Announced to the Public.

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

Our corporation's application to CMO on 06/09/2016 regarding issuance of debt instruments, has been approved on CMO bulletin dated 11/11/2016 and numbered 2016/30 and the approval is submitted to us today.

Approved issuance certificate is attached therein.  

Respectfully announced for the public attention

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

SPK - Issuance Certificate

In order to strengthen the synergy achieved there and in order to be able to lead coal mining operations under a single entity; our board of directors decided to transfer all of its 75.000 shares within Yel Enerji Elektrik Üretim Sanayi A.Ş., which is a subsidiary of Odaş Elektrik Üretim Sanayi Ticaret A.Ş by 75%, to Çan Kömür ve İnşaat A.Ş. which is a subsidiary of Odaş Elektrik Üretim Sanayi Ticaret A.Ş.by 92%, taking as a basis the paid capital ratio during the process and through 1TL nominal value and relevant institutions and organizations have been notified accordingly.

Besides that, all of the Yel Enerji Elektrik Üretim Sanayi A.Ş. Shares of Mr. Abdulkadir Bahattin Özal and Mr. Burak Altay which corresponds to 12,5% are transferred to Çan Kömür ve İnşaat A.Ş.'ye taking as a basis the paid capital ratio during the process and through 1TL nominal value and relevant institutions and organizations have been notified accordingly.

Because of the mentioned share transfers, ODAS Elektrik Üretim Sanayi Ticaret A.Ş.'s Yel Enerji Elektrik Üretim Sanayi A.Ş. shares have indirectly been increased.

Respectfully announced to the public.

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

Mr. Korkut Özal, one of the co-founders of our corporation and father of Mr. A. Bahattin Özal, Chairman of the Executive Board, passed away on 02.11.2016. 

May he rest in peace. Our deepest condolences for his family and his beloved ones.

Respectfully announced to the public.

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

Regarding the previous public disclosure dated 31.08.2016 about the debt instrument issue; the application has been forward to Capital Market Board as of today.           

Respectfully announced to the public.    

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

As per Article 22 of the Articles of Association, the Board of Directors has decided authorizing the Corporate Management to file an application with the Capital Market Board, and complete any necessary formalities to receive the relevant approvals in line with the applicable terms and provisions of the Capital Market Board’s Communique Series II, N311.1 on the Borrowing Instruments based on the Capital Market Act, whereby the borrowing instruments in Turkish currency amounting to maximum 100 million Turkish Liras to be sold exclusively to the qualified investors without public offer

It is respectfully announced.

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

As previously announced that A "License Transfer Agreement" was signed between Anadolu Export Maden Sanayi ve Ticaret Limited Şirketi ("Anadolu") (96% shares is owned by ODAŞ Elektrik San.Tic. A.Ş.)  and Stratex Madencilik Sanayi ve Ticaret Limited Şirketi ("Stratex"), with the objective of completing the exploration of the gold site, located within the Kütahya and Uşak province for making the decision of the operation investment according to the results of the exploration and applied to the General Directorate Of Mining Affairs for the transfer of the licenses approval from Stratex to Anadolu.

The transfer of the licenses has been completed on 19.08.2016.

The said application is the first realized gold license transfer for a quite long time.

Respectfully Announced.

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

20.07.2016 – Regarding Price Movements

Existing operations of our company and the financial statement expectations of the second quarter are as normal and positive and there is no negative situation regarding to the recent price movements occurred in last two days.

Respectfully announced to the public.

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

The bill on Amendment of the Electricity Market Law and Some Other Laws was adopted by the The Grand National Assembly at its general meeting held on June 4, Saturday. Section 22 of the related law has allowed the Company “Türkiye Elektrik Ticaret ve Taahhüt A.Ş.” (TETAŞ) to meet its electricity demand though the power production plants using the national coal, so that such power plants using national coal would be encouraged.

It is known that the consolidated electricity production of our group companies would mainly involve the consumption of national coal following the year of 2018. More important that the group would satisfy the entire need of base load electricity through the national coal thermal power plant.

Even though the related rules and procedures have not been duly clarified yet, as they depend on the Council of Ministers’ decrees in accordance with the current regulations in question, it is an affimative development to encourage the thermal power plants relying on the national coal, while their investment process is long and troublesome particularly for the private sector, and the potential outcomes are not so clear yet, and the electricity sales to be realized in the operating period are expected to create a positive effect.

Respectfully announced to the public.

The Company has decided to found a joint stock company as a division of Odaş Elektrik Üretim Sanayi Ticaret A.Ş. to evaluate the technical experience of the Group in the energy industry, and develop a number of projects on the alternative renewable energy resources.

Respectfully announced to the public.

Please see the attached document of technical data of mining exploration and drilling works for our subsidiaries, Suda Mining and Anadolu Export Mining.

Further details of Antimony production and trading facilities will be announced in due course.

Yours Respectfully,

PRECIOUS METAL WORKS

We hereby announce that Alternatif Bank A.Ş. has today released the total credit facility of 40 million Euros payable in 5 years for ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş. This credit facility will allow closing up the previous credit facilities disbursed for the project financing of Urfa Natural Gas Power Plant of shorter terms and higher interest rates, and contributing to the existing financial capacity of the group in the energy and mining investments. Though the free cash flows of ODAŞ Elektrik Üretim Sanayi Ticaret AŞ. are actually enough to easily satisfy the current liabilities for the closed credit facility accounts, it would positively affect the corporate financial structure, as the new credit facility to be disbursed involves an interest rate 0.15% less than that of the closed up facility, and a longer period of repayment for one year.

Furthermore, the pledges on the shares of the main shareholders as a prerequisite of the current credit guarantees will be removed with this new credit facility.

Respectfully announced.

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

1. Audit Committee be comprised of 2 members and Mr. Yavuz Baylan has been elected as the Committee Chairman and Mr. Salih Erez as Committee Member

2.Corporate Governance Committee be comprised of 3 members and Mr. Yavuz Baylan has been elected as the Committee Chairman, Mr. Salih Erez as Committee Member and Mr. Melih Yüceyurt as Committee Member

3. Risk Management Committee be comprised of 2 members and Mr. Salih Erez has been elected as Committee Chairman and Mr. Yavuz Baylan as Committee Member.

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

The Board of Directors unanimously resolved that Mr. Abdulkadir Bahattin Özal has been elected as Chirman, Mr. Burak Altay has been elected as Vice Chairman, Mrs. Hafize Ayşegül Özal and Mr. Mustafa Ali Özal have been elected as Board Members and Mr. Yavuz Baylan and Mr. Salih Erez have been elected as Independent Board Members.

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

The results of Ordinary General Assembly dated 28 April 2016 were registered on 03 May 2016 by Istanbul Trade Registry Office.

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

The application for the amendments of Article 3 and 14 of the Articles of Association has been approved and notified by Turkish Ministry of Customs and Trade, effective from April 13, 2016. The amendments in question will be presented to the approval of the shareholders in the Ordinary General Meeting for 2015.

The amendments on the Articles of Association are in the attachment.

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

Esas Sözleşme Tadili

Suda Maden A.Ş., (100% Subsidiary of ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş.) has started mining operations in Antimony. Further updates for Antimony mining operations will be announced in due course.

Respectfully Announced

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

The application filed with the Capital Market Board for amendment of Article 3 and 14 of the Articles of Association has been approved and notified by the Board, effective from April 8, 2016. The amendments in question will be presented to the approval of the shareholders in the Ordinary General Meeting for 2015 upon certification of the amended sections by the Turkish Ministry of Customs and Commerce.

The amendments on the Articles of Association are in the attachment.

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

Amendment of the Articles of Association

Following material disclosure regarding share buyback on February 25, 2016, the board of directors has prepared the attached Share Buyback Program in line with the Communique on Repurchased Shares No. II-22.1 of the Capital Market Board.

The buyback program and the authorization of the Board of Directors for this purpose would be presented to the approval of the shareholders at the first subsequent general meeting.

Respectfully announced.

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

ODAS Share Buyback Program

The Board of Directors decided to suggest the first Ordinary General Assembly not to distribute any dividend, since the consolidated financial tables prepared for the accounting term 01.01.2015 to 31.12.2015 prepared and independently audited as per the respective provisions of the Capital Market Board’s “Communique on the Rules for Financial Reporting in the Capital Market” No. (II-14.1) in line with the statutory account reveal no profit that could be distributed from the corporate activities in 2015.

Following the opinion of the Audit Committee, the Board of Directors resolved in their meeting to nominate AS Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş.'nin (A Member of Nexia International) to audit our Companys financial reports for the year 2016 accounting period in accordance with Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the following General Assembly of Shareholders.

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

Çan-2 Thermal Power Plant Investment

The development for the Çan-2 Thermal Power Plant is on track and the physical progress rate of investment has reached to 48% as of present, and it is targeted to complete the plant in second half of 2017 as planned.

Köprübaşı Hydroelectric Power Plant

As from January 1, 2016, the guaranteed sales price of the electricity generated by the power plant is 9.3 $cent/KWh, due to the additional incitement used, instead of 7.3 $cent/KWh.

Ağrı Elektrik Üretim Sanayi Ticaret A.Ş. / Ağrı Electricity Production Industry and Trade Corp.

The license of Ağrı 1 Natural Gas Combined Cycle Power Plant issued for 49 years by the Energy Market Regulatory Authority for Ağrı Elektrik Üretim Sanayi Ticaret A.Ş., an affiliate by 70% of this Company, has been cancelled as it is excluded in our existing investment program, whereupon the letters of guarantee presented for this license have been restituted to us.

Precious Metal Mining Operations operated by Anadolu Export Maden Sanayi ve Ticaret A.Ş. / Anadolu Export Mining Industry and Trace, Inc. and Sudan Maden A.Ş. / Sudan Mining, Inc.

The affiliates, Anadolu Export Maden Sanayi ve Ticaret A.Ş. and Sudan Maden A.Ş., work together on their coordinated precious metal exploration and improvement activities within 6 different licensed areas around the Murat Mountain in Uşak, Kütahya. These mines in a near vicinity to each other are located around the Murat Mountain. In this context, the metal exploration activities in the Murat Mountain have revealed the existence of some other precious metal mines, mainly Gold (Au), Antimony (Sb) and Copper (Cu) and Silver (Ag), and all such mines are covered by the current exploration program.

total 7.864 meters of drilling have been realized in the said mines so far excluding 156.798 ounces of (inferred) gold reserves detected upon the drilling operations under the Karaağaç License by Stratex International PLC (Stratex) within the framework of our exploration activities,. The said drilling works are performed for the Antimony (Sb) reserves in line with the planning for concurrent operations for Antimony (Sb) and Gold (Au). The mine exploration and improvement activities of our Group are concentrated particularly on the commissioning of the mining plants, especially antimony in Summer 2016, so that an EBITDA (Earnings Before Interest Taxes Depreciation and Amortization) could be created for the Group.

The most significant factor on a fast operational realization of our attempts in the field of mining is that Suda Mining Company has the necessary substructure and legal permits for enrichment.

We would keep the public duly informed of any further related developments, outcomes and decisions on the running operations.

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

Our Board of Directors resolved on 26 February 2016 to amend Article 3 and Article 14 of article of association to propose the amendment to the approval of the first upcoming General Assembly after the approvals from Capital Markets Board and the Ministry of Customs and Trade are obtained. Application to Capital Markets Board for the approval of attached proposed amendment has been made today.

In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

The board of directors decided to discuss the share buyback issue and to be authorized by shareholders in the first subsequent General Meeting within the framework of a buy back program to be established as per Item 5 of the Capital Market Board’s Communique on Shares Buyback, as it is considered that the share price level of ODAŞ does not reflect the actual performance of the corporate activities.

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

On the 18th of February 2016, International Credit Agency JCR Eurasia Rating has evaluated ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş.'s credit rating and affirmed on investment grade as "BBB- (Trk)" on the Long Term National Scale with 'Stable' outlook and Long Term International Foreign and Local Currency ratings are assigned as 'BBB-/Stable'. In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

The electricity generation license of ÇAN 2 Thermal Power Plant (340 MWm/330 MWe) investment of Çan Kömür ve İnşaat A.Ş. (92% subsidiary of ODAS Elektrik Üretim Sanayi Ticaret A.Ş.) has been approved by Energy Market Regulatory Authority of Turkey (EMRA) dated 28.01.216 number 6083-2 and granted to Çan Kömür ve İnşaat A.Ş. on 08.02.2016. Together with the obtain of Electricity Generation License, all the requirements of project finance loan have now been completed. Further updates for Çan 2 Thermal Power Plant investment as well as mining investments are planned to announce together with the disclosure of 2015 Financial Statement at least. In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail. Kind Regards,

With regards to CAN 2 Thermal Power Plant (330 MW) investment of Çan Kömür ve İnşaat A.Ş. (92% subsidiary of ODAS Elektrik Üretim Sanayi Ticaret A.Ş.), the psychical progress rate of the investment has been reached to 40,96% and it is expected to be commissioned in second half of 2017.

In line with the investment progress one of main equipment of the investment, FGD (Flue Gas Desulfurization) system, will be built as brand new with cutting-edge technology for the environmental conscious. Though, it has been decided to work with General Electric (GE) (ALSTOM Power SpA), one of the few companies in the world with a greater depth expertise in FGD systems.

Kind Regards.

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

Audit Committee report regarding the use of the funds obtained from capital increase

The consolidated operational rate of return was realized as TL 4.800.000 this year, representing an increase of 63% compared to the figure of TL 2.950.000 corresponding term of October 2014.

Based on the operational results scored so far in the current term, it is expected that the income figures of the 4th quarter of 2015 would be better than that of the same term of the last year.

Respectfully announced.

It is hereby announced that Odas Elektrik has taken over all shares of the minig company “Suda Maden Anonim Şirketi (Suda Maden)” at a total price of 1 million US Dollars, effective from October 28, 2015. Suda Maden currently holds total 4 licenses, including 2 licences for operation and remaing 2 licences for exploration in the Murat Mountain in the Kütahya-Uşak zone, and has an accrued VAT receivable of TL 3,881,957, and the available withheld securities for operation amounting to TL 538,704 in addition to the existing licenses, fixed assets, plants and facilities.

Should an income of some 100 million Turkish Liras emerge through the mining activities or the sales of assets declared on the corporate balance sheet of the transferred company, an additional premium of maximum 3,8 million Turkish Liras would be payable to the transferee once and for all. This income is not an expectation or target, but a prerequisite for the payment of additional contributions.

For the antimony mining and enrichment facilities declared under the assets of Suda Maden, Odas is going to decide how to manage the operating activities upon a perfect determination of the available reserves trough the field works. Another motivation for taking over the Company “Suda Maden A.S.” is the available licenses hold by the said company, and particularly the Karaağaç Gold Mine announced to the public through the Material Disclosure of January 29, 2015, which takes place at a distance of only 5 kilometers to the Uğurluca Licensing Site that seems to have gold reserves, and it could be economically evaluated in conjunction with the Karaağaç License.

As is known, the antimony takes place among 20 critical metals characterized with its economic importance and supply risk as declared by the European Union in 2014.Likewise, it is one of the 30 critical mines selected by the US Department of Defense. The field works performed so far have revealed some antimony deposits, while additional works are needed to determine the actual manageable economic reserves.

To summarize, the said takeover decision is based on such facts as (i) the antimony is a precious and strategic metal, (ii) the purchase value is even less than the assets in cash or convertible to cash, besides the available plants, facilities and licenses of the company, and (iii) the potential reserves covered by the Uğurluca license would create an additional positive contribution when the mine is operated in conjunction with Karaağaç.
It is hereby publicly announced.

“The Hydroelectric Power Plant of 8.2 MW installed capacity operated by the company [Küçük Enerji Üretim Ticaret Sanayi Ltd. Şti.] cited in the county of Köprübaşı, Trabzon, in which we participate by 90 percent, was affected by the regional flood disaster last month, but any necessary remedial actions were taken faster than expectations, and the power plant was recommissioned upon the Ministerial Acceptance, effective from October 2, 2015”.

It is known that the national origin equipment are used in the power plant investment, so that it would be possible to guarantee electricity sales at 93 USD/Mwh under the applicable incentive.

It is hereby publicly announced.

For the committees formed by the Board Resolution of September 21, 2015 as per the respective rules and provisions set forth in the Corporate Management Communique no. II-17.1 of the Capital Market Board, it has been unanimously decided as follows;

1. Mr. Salih Erez is appointed as the Audit Committee Member, so that the Audit Committee Members are revised as follows:

Mr. Yavuz Baylan – Committee Chairman

Mr. Salih Erez – Board Member

2. Mr. Salih Erez is appointed as the Corporate Management Committee member, so that the Corporate Management Committee members are revised as follows:

Mr. Yavuz Baylan – Cmmittee Chairman

Mr. Salih Erez – Committee Member

Mr. Melih Yüceyurt – Committee Member

3. Mr. Salih Erez is elected as the Risk Early Detection Committee Chairman, so that the committee members are as follows:

Mr. Yavuz Baylan – Committee Chairman

Mr. Salih Erez – Board Member

As per the Board Resolution of September 21, 2015, it has been decided as follows:

The notice of resignation served by Mr. Korkut Özkorkut, the Independent Board Member with this Company, for his inability to spare enough time for the corporate affairs in line with the terms and provisions of the Capital Market Board’s Corporate Management Communique, has been accepted, whereupon Mr. Salih Erez has been appointed as the Independent Executive Board Member to hold position till the Ordinary General Meeting for 2015 upon recommendation of the Candidate Nomination Committee in line with the Section 363 of the Turkish Commercial Code, and the criteria set forth in the Capital Market Board’s Corporate Management Rules.

This Executive Board Resolution would be presented to the approval of the shareholders in the first subsequent General Meeting.

Respectfully reported.

It is hereby reported that the flood resulting from excessive rain on August 28, 2015 – Friday drastically affected the town center and surroundings of the county of Köprübaşı, Trabzon.

In that respect, as it was planned to launch the commercial operation in the Hydroelectrical Power Plant of 8.2 MW installed capacity by the Company “Küçük Enerji Üretim Ticaret Sanayi ltd.” in the same region, in which we have participated by 90%, however any necessary measures have been taken into consideration to minimize such further events that might be experienced in this process. Though, we have been informed that have been affected to some extent with no death as a result of the said natural disaster, and that any necessary actions would be taken in the scope of the Power Plant Insurance for survey after the evaluation and determination of potential damage. Hence, please be informed that the power plant would be commissioned in a limited additional period of time.

Announced to the public respectfully.

Audit Committee Report for the Use of Proceeds

For the increases recently experienced in the foreign exchange rates, we would like to publicly announce that some 85% of ur corporate liability for repayment of the loan principal + interest amount in foreign currency has been fixed on the average exchange rate of 2.8563 EUR/TRL from now on till the end of 2015, so that the Company would not be negatively affected by any possible fluctuations in the foreign exchange rates to occur by the year end.

ÇAN-2 THERMAL POWER PLANT

The zoning and implementation Resettlement Plan for the “Çan-2 Thermal Power Plant Site” and “Solid Waste Storage Facility” for the Çan-2 Thermal Power Plant has been approved by the Local Government and Supreme Provincial Council of Çanakkale. Though some partial works still go on for the Çan-2 Thermal Power Plant, a contract will be signed with the Consortium of “Efor Endüstriyel A.Ş.” and “Synergy Yapı Taahhüt San. Ltd. Şti.” Whereupon the site delivery will take place in August.

ODAŞ ELEKTRİK ÜRETİM A.Ş.

When one compares the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) with the same term of the previous year, it is understood to have been realized at the level of 18.6 Mn Turkish Liras, representing an increase of 74%, in line with our expectations. By the way, the consolidated net term loss of -2.8 Mn Turkish Liras at the last year has been realized as 0.91 Mn TL this year.

When the first two quarters are compared with the same term of the last year, a higher performance is observed, while no comparable results are scored so far in the 3rd quarter.

With the effect of the known actual troubles experienced in the Southeastern Anatolia Region, worsened by the more frequent power failures and the reduced cotton cultivation that needs intensive irrigation, it is foreseen that the last year figures could not be scored in the electricity revenues which increase every year since 2012 thanks to the ODAŞ Urfa Natural Gas Combined Cycle Power Plant, though the regional advantageous production still goes on with the electricity sales at higher rates compared to the current market prices.

KÖPRÜBAŞI HYDROELECTRICAL POWER PLANT

The investment of Köprübaşı ¬Hydroelectrical Power Plant has been completed with our participation of 90%, and the Ministerial Approval is pending for commercial operation.

COAL SALES AND PRECIOUS METAL MINING INVESTMENTS

Our activities go on in parallel with our previous special case reports in regard to the precious metal, coal sales and natural gas trade, and we are going to share any concrete developments with the public.

By the way, it is planned to make the most reasonable use of the resources created by the capital augmentation in parallel with the current trends.

It is hereby respectfully announced.

The capital increase from 25.500.000 TL to 102.000.000 TL of Çan Kömür ve İnşaat A.Ş. (92% subsidiary of ODAS Elektrik Üretim Sanayi Ticaret A.Ş.) with regards to ÇAN-2 Thermal Power Plant project of 340MWm/330Mwe installed capacity and also in accordance with article 20 of Electricity Market Licensing Regulations of Energy Market Regulatory Authority has been resolved in the General Assembly of Çan Kömür ve İnşaat A.Ş. held on 20.07.2105. The General Assembly has also been registered by İstanbul Registry Office on 24.07.2015.

Respectfully announced to the public.

As specified in our Material Disclousres dated 13.11.2014 and 15.06.2015, our company plans to develop a coal supply and sales hub in a location close to its own coal mine in Çanakkale region. Within the scope of this strategy, the mining license with no İR: 17517 at Çanakkale Bayramiç has purchased by one of our subsidiary, Yel Enerji Elektrik Üretim Sanayi Ticaret A.Ş., and the transfer transactions are completed.

When it is compared to our main coal reserve at Çan, the coal reserves within the said license area are not formed of a single major vein deepening lode like the main reserve at Çan but it is formed of different individual shallow deposits that are close to the surface. This situation will provide opportunity to the coal mining and sales at a specific scale given on the said mining license before starting the main production at our main coal reserve at Çan together with the Coal Fired Power Plant.

Within the scope of the conditions of mining license transfer; open pit mining costs and market conditions are also evaluated. Thus transfer fee for coal that can be mined with a stripping less than 1/15 in open pit mining and can be proven over 3.200 kcal value, will be calculated. For the transfer fee limited with maximum 4 Million USD; at least 3.200 kcal proven coal will be searched that can be mined with 1/15 stripping at an amount of 1 million tons. It is specified that the transfer fee will decrease in proportion to the decreasing coal amount at the said standard. No transfer fee will occur for the coal reserves that cannot reach to a 1/15 open pit stripping ratio or 3.200 kcal value. Together with this transfer, 1 million USD advance payment is paid and the balance that may develop according to the realization of the above mentioned criteria, will be paid during 2 years as of 30.11.2017. Also the seller has a right to mine totally 35 thousand tons of coal from the field. It is expected that this situation will provide opportunity to start the charcoal trade earlier.

Respectfully announced to the public.

The capital increase from 42.000.000 TL to 47.600.180 TL of our company has been registered by İstanbul Ticaret Sicil Müdürlüğü on 29.06.2015.

As we mentioned in the Special Strategy Statement within the framework of our material disclosure of November 13, 2014, it was publicly announced that our power plant investments would be restricted by our expectations for the high capital internal rate of return, so that we would be forced to seek for variable resources, mainly the mining.

In line with this strategy, it is hereby publicly announced that we have concluded a “Share Transfer Contract” with a foreign company to transfer all of our shares at the Company “Ena Elektrik Üretim Limited Şirketi”, in which we have 80% participation for the investment pending “Hisar Regulator and Hydroelectric Power Plant” of 9.2 MW setup power, for which the preliminary license no. ON/5298-3/03165 of November 12, 2014 was already received as per the decision of the Energy Market Regulatory Board, but it has not yet been included in the investment scheme, as the proposed share transfer would be realized for some 1 million Turkish Liras subject to the successful finalization of the licensing procedure with the Energy Market Regulatory Board.

This is an excerpt of the Capital market Board Notice served to us on June 17, 2015: “It was decided in the meeting no. 15/758 of the Capital Market Board Assembly held on June 12, 2015 that the Resolution no. 10/492 dated April 16, 2015 of the Capital Market Board for the profit distribution not to involve the Previous Term Profits declared in the financial statements of December 31, 2014, and not to use them in the capital augmentation would not be implemented, since the income effect arising out of the value increase appearing on the revaluation report issued by “MBK Bağımsız Denetim ve SMMM A.Ş. / Independent Auditors and Accounting, Inc. (A member of Moore Stephens)” was cancelled upon formal correction.” It is hereby publicly notified.

ENERGY INVESTMENTS

* ÇAN II THERMAL POWER PLANT

As it was previously previous announced that a bridge loan for 20 million Euros had been disbursed within the framework of the project financing agreement amounting to 116 million Euros, with the Consortium of Yapı Kredi Bankası A.Ş. and Halk Bankası A.Ş. to cover the project financing needs of the ÇAN II Thermal Power Plant Construction by Çan Kömür ve İnşaat A.Ş. (Çan Coal and Construction Co., Inc. and Odas Enerji has 92% ownership). The independent technical consultant of the consortium of banks has confirmed also that the said thermal power plant construction project rapidly goes on in a steady manner with a majority of main equipment already delivered in the project site, therefore the contracting parties has agreed to release the second tranche for 20 million Euros. It is planned to finalize the selection of national contractors for construction and installation works within 15 days, so that the project site would be delivered to the contractors within maximum 45 days

* KÖPRÜBAŞI HYDROELECTRIC POWER PLANT

It is expected that the project implementation would be completed by June 2015 in compliance with the projections and the power plant would be commissioned for commercial operation upon the Ministerial Approval in July 2015. The project is the first and sole Hydroelectric Power Plant of its class in Turkey, as it would be capable of selling electricity at guaranteed price of 9.6 US $ Cents per kWh, thanks to the utilization of domestic machinery and equipment.

MINING INVESTMENTS

* COAL MINING

In line with the aforesaid strategies, this Company goals to establish a coal supply hub and trade center in the vicinity of its own coal mine. To start the coal trade earlier than the expectations, it is planned to launch the trial coal production and sales from the smaller scale coal mines to be set in operation by our subsidiaries in 2015 before commencement of the large scale coal production in the Çan II Coal Mine. (to be commissioned in coordination with the thermal power plan commissioning to supply the main coal input for the thermal power plant). Though the said operations have already been commenced, it is planned to announce to the public comprehensively once the receipt of the official permits and the technical data finalized.

* PRECIOUS METAL MINING

It is expected to complete any necessary steps in a near future to transfer the Karaağaç Mine License to ANADOLU EXPORT, in which we hold 96% shares. Though any superficial works have been already performed in the said coal mine, it is still planned to perform drillings to improve the reserve output, and raise the actual reserve rates in the summer season.

EVALUATION OF NEW OPPORTUNITIES

Until the current political fluctuation goes over it is planned to stay cautious for utilizing the funds from capital increase for the new purchase opportunities.
Respectfully announced.

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

1.Audit Committee be comprised of 2 members and Mr. Yavuz Baylan has been elected as the Committee Chairman and Mr. Korkut Özkorkut as Committee Member

2.Corporate Governance Committee be comprised of 3 members and Mr. Yavuz Baylan has been elected as the Committee Chairman, Mr. Korkut Özkorkut as Committee Member and Mr. Melih Yüceyurt as Committee Member

3.Risk Management Committee be comprised of 2 members and Mr. Korkut Özkorkut has been elected as Committee Chairman and Mr. Yavuz Baylan as Committee Member.

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

The Board of Directors unanimously resolved that Mr. Abdulkadir Bahattin Özal has been elected as Chirman, Mr. Burak Altay has been elected as Vice Chairman, Mrs. Hafize Ayşegül Özal Dinç and Mr. Mustafa Ali Özal have been elected as Board Members and Mr. Yavuz Baylan and Mr. Korkut Özkorkut have been elected as Independent Board Members.

The results of Ordinary General Assembly dated 25 May 2015 were registered on 05 June 2015 by Istanbul Trade Registry Office.

As stated in our 30.12.2014 dated Special Situation Statement, İş Yatırım Menkul Değerler A.Ş. and the partners of ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş. (ODAŞ A.Ş.) within the scope of liquidity provision activities, Bahattin Özal and Burak Altay granted İş Yatırım Menkul Değerler A.Ş. a call option for 400.000 ODAŞ shares, 200.000 for each partner. In this regard, Mr. Abdulkadir Bahattin Özel and Mr. Burak Altay, as of today, made an application to the MKK/Central Registry Office for the registration of Odaş Elektrik Üretim Sanayi Ticaret share the amount of which is 200 thousand TL nominal for each and the process is wholly aimed at the utilization of share option within the scope of liquidity provision activities between İş Yatırım Menkul Kıymetler A.Ş and our company.

Additionally this operation was carried out in accordance with the statement that we also pointed out in 04.03.2015 dated Special Situation regarding the Capital Increment; “Following the share issue, the principal shareholders of the company Mr. Korkut Özel, Mr. Bahattin Özal, Mr. Burak Altay and BB Enerji Yatırımları Sanayi Ticaret A.Ş. acknowledge and state that additional share sale cannot be performed, which increases the share amount in circulation for one year following the date when new shares to be issued along with the capital increment are started to be traded in Istanbul Stock Exchange A.Ş. (excluding the 200.000 to be used in scope of the Liquidity Provision Activities of Mr. Bahattin Özal and Mr. Burak Altay and shares lent to be used through İş Yatırım Menkul Değerler A.Ş. account).

Respectfully announced to the public.

Following the opinion of the Audit Committee, the Board of Directors resolved in their meeting to nominate AS Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş.'nin (A Member of Nexia International) to audit our Companys financial reports for the year 2015 accounting period in accordance with Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the following General Assembly of Shareholders.

As it is stated in your Special Situation Explanation dated 22.04.2015, in the Board meeting dated 16.04.2015 and issue numbered 2015/10 of the Capital Markets Board (CMB), it is decided to send to the Public Supervision Accountancy and Audit Standards for the purpose of taking into agenda of the formation of the general principle decision concerning the implementation principles of the TFRS standards the subject of identification of the acquisitions of the mine enterprises as enterprise merger or asset purchase on the matter of evaluation of the enterprise merger in the frame of the TFRS 3, relating to the acquisition of the shares with the rate of 92% of the company titled “Çan Kömür ve İnşaat A.Ş” (Can Coal and Construction Inc.) which is an affiliate of us. In the frame of this decision and the below-stated information, the Board of Directors of our company shares its decision taken with the public opinion as follows:

a)The evaluation report which is prepared concerning the mentioned value which is recorded as revenue in the financial statements of the end of the year 2013 (which is attached in the Appendix) is based on more restricted data as of the related period and the matter that the coal reserve continues towards the North is shared concurrently with the public opinion. In the current case, in the framework which is confirmed by the official organizations which take part in the structure of the Ministry of Energy and Natural Resources, the reserve of 161.005.760 millions tons of coal and cyst coal (coal with low calorie value in comparison with those to be combusted in the plant) is determined. In the latest and most current findings, it is also determined that the cyst coal is appropriate to be used in the plant by means of abstraction.

As it could be seen from the audit report which is prepared in the year 2013 by MBK Bağımsız Denetim ve SMMM A.Ş (Moore Stephens) which is an accredited corporation of CMB (Capital Markets Board) and which takes part in the appendix, the value appeared is based on the coal determination report which is based on the restricted data. At the same time, as it could be seen again in the report, the proceeds of the thermal power plant investment with the installed power of 340 MWm/330 MWe which could make an additional value to the reserve is not included in the calculation process as well. In addition to this, the fact that he report and the valuation do not reflect the current situation became effective in the following decision.

b)The amortization method which is planned to be implemented relating to the mentioned income record transaction is expressed as stating that “the redemption transaction is initiated whenever the asset is ready for usage, that is to say, whenever it is in the position and situation as required to operate as intended by the management” in the coverage of the Paragraph TMS 38 97. In this respect, although the redemption process shall be started to be implemented after starting to obtain the related mines in the coverage of the mentioned standard, CMB (Capital Markets Board) notified us to prefer to the implementation of the linear amortization method within the royalty period. In other words, the facts that the amount of the amortization in the relevant year is not totally coherent with the quantity of coal obtained in the mentioned year and even if the coal is not obtained it is required to subject it to the amortization process again as well shall appear in such case. Subjecting the coal reserve to the amortization process with no manufacturing while to making any income record although there is no reserve increase shall cause not reflecting the physical situation in the balance sheet properly.

As a result, it is decided by our company to withdraw the mentioned income record in the year 2013 on a temporary basis until the date of serving notification of al of the records officially to be considered as basis for the implementation process and the principal decision for the purpose of not affecting negatively concurrently the profit to be distributed not only in the previous periods but also in the current period for this situation as it causes the formation of the additional amortization expenditures pertaining to the income/profit not to be distributed in accordance with the Board Decision until the principle decision is taken by means of going away from the balance sheet accruals of the mentioned case whenever the linear amortization model which is required to be preferred together with the Board decision which is taken concerning non-distribution of the income resulting from the related records in the period of time until the principle decisions of the CMB (Capital Markets Board) are formed up and the decision of the Public Supervision Board (PSB) are implemented together accordingly.

It is respectfully presented to the public opinion.

Independent inspector comment is taken regarding the activity reports dated 31.12.2013 for the end of the year, and the interim activity reports dated 30.06.2014 and 30.06.2013, independent inspection comments were not mistakenly added to the activity report. Pursuant to the 3rd paragraph of article 21 of the Communique on the Essentials About the Financial Reporting on the Capital Market” numbered II-14.1 of the Capital Market Board the said activity reports with the independent inspection comment are attached.

Base price was concluded to be 8,87 try which occurred after the legal period regarding the paid capital increases had taken longer than we expected and the share price had a certain ratio of decrease along with the market conditions. We saw it appropriate that the paid capital increase be made considering the incoming demand/price balance and current cash flow and in a manner to meet the sufficient need and capital in additional purchases and investments by limiting demand since our company preferred the alternative of “No additional discount shall apply over the price that occurs according to the relevant article of Operation and Essentials of the Wholesale Market” and the base price occurred is not at the desired levels.
It is expected that this long term source supplied from the paid capital increase will support the rapid growth of our company in the energy and mining industries at an adequate level.

In this context, necessary application have been made to Borsa İstanbul so as to go to capital increase as much as the 5.600.180 nominal shares with the price 8,90 TL.

Following the purchase procedure has been realized at the Whole Sale Market the shares that have been created at the Central Register Institution under the scope of CMB export document and yet not sold will be cancelled.

As it will be remembered, in our special case explanation reported on the 4 of March, Mr. Korkut Özal, being the main shareholder of the company, Mr. Bahattin Özal, Mr. Burak Altay and BB Enerji Yatırımları Sanayi Ticaret A.Ş. have declared and committed that no addition share sale which would increase the amount of share that is circulating during 1 year following the date on which the new shares to be imported along with the paid capital increase start to be traded at the BORSA İstanbul A.Ş (except the shares being each of them is 200.000,that have been lend in order for them to be used under the scope of Mr. Bahattin Özal and Mr. Burak Altay’s Liquidity Provider Transactions and to be used over the account of İş Yatırım Menkul Değerler A.Ş.

Respectfully announced to public.

As a result of the examination done under the surveillance of financial reports of Odaş Elektrik Üretim Sanayi Ticaret A.Ş (the Company) at the Board Meeting of Capital Market Board dated and numbered 16.04.2015 2015/10, besides other issues, regarding the purchase of the shares of Çan Kömür ve İnşaat A.Ş. (Çan Kömür) which is an affiliate of the company at %92

a)It is decided that there are different practices regarding the issue of the evaluation of the purchase of Çan Kömür shares as business merger within the frame of TFRS 3 Business Merger Standard, on the subject of defining mining businesses as business operation merger or asset purchases under the scope of IFRS 3 (TFRS 3)Standard , under the scope of the works conducted at the International Accounting Standards Board, and therefore , by means of considering that the work have been continuing to clarify the criteria for defining the asset for which an investment was made in the project as a business operation, the issue will be reported to the Public Surveillance, Accounting and Inspection Standards Board so that a general principle decision is made regarding the essentials of practicing TFRS standards, if necessary and

b)Until a decision is made by KGK on the subject or the subject stated in paragraph (a) with the amendment to be made at TFRS 3, Retained Earnings found in the financial statements dated 31.12.2014 will not be a subject of profit distribution and they will not be used in paid capital increase.

The said decision does not affect the profit share amount of 5.000.000 TRY for the year of 2014 which is planned to be distributed and is specified in the Board Resolution of the Company dated and numbered 15.04.2015 2015/11.

Respectfully announced to public.

Import Certificate regarding the Capital Market Instruments that has been approved by the Resolution of the Capital Market Board dated and numbered 16.04.2015 10/491

The Person to which the Paid Capital Increase is Assigned: To be sold to the Qualified Investors.

As a result of the bulletin decision dated and numbered 16.04.2015 2015/10 which was published in the weekly bulletin of the Capital Market Board, in the registered capital ceiling of our company at the amount of 210.000.000 TL, import certificate has been approved regarding the shares at the amount of 8.500.000 TL that will be imported since the issued capital is increased from 42.000.000 TL to 50.500.000 TL by way of limiting preemptive rights of the existing partners.

It is unanimously decided that of all the methods regarding the setting the sale price of any share found in the bulletin of the Capital Market Board numbered 2015/10, the one specified in article “a” has been preferred by our Board and the price that will be calculated according to the method which has been decided at the meeting of the Board Meeting of the Company numbered and dated 24.02.2015 2015/6 and which was explained at KAP as of 23.02.2015, will not be below the base price to be calculated according to the Circular of Whole Sale Market of Borsa İstanbul A.Ş. numbered 425 and it will be applied on condition that it will be considered together with the Circular of Whole Sale Market of Borsa İstanbul A.Ş. numbered 425.

Respectfully Announced to Public.

Following the status report of our company dated 27.01.2015, our request with respect to the take over of the shares of ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. for 40,02% in total over the paid capital, where we have a share of 50%, and with respect to the obtainment of the approval of Energy Market Regulation Board (EPDK) and the necessary legal permits was approved by EPDK on 12.03.2015 and share transfers were made on 16.03.2015.

Conclusively, total share ratio of ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş. at the ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. increased up to 90,02%

Respectfully announced to public.

As of today, our company has been informed that the persons named as Mehmet Küçüktekeli and Yakup Hatı have filed a lawsuit for the cancellation and issue of stay order of the “Positive Ruling for the Environmental Impact Assessment” with respect to Çan-2 Power Plant Project, and although we discussed and decided that our Company or our Subisidiaries are not party to this case and the content of the filed case is based on missing information we prefer to make this statement to share this situation with public simultaneously.

It is decided that;

Regarding the resolution of board taken by our company on the date of 27.02.2015 for the use of the fund which will be obtained from the paid capital increase, the fund to be received will be used as specified below twith the purpose of improving the works in the field of coal and precious metal mining;

35% of the fund will be used for the improvement of coal mining activities in the territory of Çan, for the infrastructure ncessary for retail and industrial coal sale,

35% of the fund will be used in the necessary investment expenditures to raise possible gold sources in the current gold license siteand start running the business thereon following the “License Transfer Agreement” which was signed between Anadolu Export Maden Sanayi ve Ticaret Anonim Şirketi, a subsidiary by96% and Stratex Madencilik Sanayi ve Ticaret Limited Şirketi to determine business investment according to the research results and to raise the full potential of the gold site named as Karaağaç and which is located within the boundaries of the city Kütahya and Uşak, as we specified in our Exclusive Status Comments dated 29.01.2015 and 02.02.2015,

The remaining %30 will be used in precious metal mining and new site procurements, and yet unless proper opportunities come up or balance increases after procurements the investments required to be done by the contract at the current Çan Coal Site, and therefore, the same will be used to reduce coal mining cost in line with the feasibility figures.

In this respect, following the realization of the said export, Mr. Korkut Özal, Mr. Bahattin Özal, Mr. Burak Altay being the maim shareholders of the company and BB Enerji Yatırımları Sanayi Ticaret A.Ş declare and pledge that no additional equity financing will be done in the fashion to increase the share amount in circulation for the period of 1 year from the date which the new shares-which will be exported together with the capital increase-start to be trade at BORSA İstanbul A.Ş. (except the shares loaned as being each one of them is 200.000 with the purpose of use under Liquidity Providing Procedures of Mr. Bahattin Özal and Mr. Burak Altay and intented to use over the account of İş Yatırım Menkul Değerler A.Ş.)

Prospective Expectations prepared as per Capital Market Board “Exceptional Occasions Notice” Article (II-15.1) 10. Are presented to public herein below.

Consolidated ebitda figure intended for the end of 2014 published in the Price Determination Report in 2013 in the term of public offering was set as 53,2 million TL. By the end of 2014 it is expected that a consolidated EBİTDA around 53 million tl will be reached in line with the goals of our company.

As it is expected that Odaş Electricity Company (Şanlı Urfa Natural Gas Cycle Plant) has a share of 59.4 million inside FAVÖK, where as with the negative effect of Voytron Electricity Company (Elektrik Ticareti ve Satışını yapan ODAŞ Subsidiary tradign and selling electricity) ) that consolidated figure is now expected to be limited to 53 million TL.

In 2015, we are expecting that the negative efffect of Voytron Company will not continue on consolidated EBİTDA. For the first 45 days of 2014, Odaş Elektrik scored 3.786.380 TL operational profit (net electricity selling incomes-natural gas cost) while Voytron scored 1.676.033 TL operational loss (net electricity selling incomes –Electricity supply cost). As consolidated, an operational profit figure such as 2.110.347 TL was reached. . For the first 45 days of 2015 Odaş Elektrik reached to an operational profit of 5.881.126 TL, while Voytron Elektrik has reached to an operational profit of 492.921 TL. Conclusively, in the first 45 days of 2015, a consolidated Operational profit figure of 6.374.047 TL was reached. (These figures are based on inner company activity reports which did not have an independent audit)). The fact that Voytron returned to profit from loss had a significant impact on the increase occurred with reference to the previous year.

Within the light of these information, it is expected that consolidated EBİTDA figure for 2015 will realize a performance almost the same as Urfa plant for 2014, and Voytron will have a limited but positive contribution thereon and Kpürbaşı HEP investment will start to produce electricity in June of 2015 as is assumed and therefore it will increase up to 63 million TL.

Pre-license EIA , Investment Incentive Certificate was taken regaridng the Çan Power Plant and 116 million euro project financing loan agreements were signed with the banks. Where the value might be between 4500-5200 kcal on a dry-base in the current reserve, it is comtemplated in our projections that about 4.000.000 ton of it will be sold as retail. The said retail coal sale will decrease the coal reserve in the current site coal reserve, works are carried out regaridng the coal supply that is appropriate for surface mining being not less than 5 million tons and with the intention not to affect working time of the power plant.

In the works carried out, total investment amount of the Power Plant planned to start operation in the 2nd half of 2017 was determined as 151 million euro. Accoridng to the projections we have done, about 74 million euro from the power paknt, about 12 million euro from coal selling and therefore in total 86 million euro annual EBİTDA figure is contemplated to be reached. It is expected that the two oeprations will start in a paralle fashion since coal trade and electricity production will be carried out with the same mining operations.

Our Board has taken the following resolution after padi capital increase resolution taken on the date of 12.02.2015 in order that price movements realized in the share prices would not have a negative effect on the price range to be calculated according to the Circular specified below.

The price to occur in the paid capital increase planned to be done by our company, as is specified in the paragraf A of Article VII. Of the Circular for Wholesale Market (TSP) Foundation and Operation Essentials, the price which will be taken as basis for the transaction in the transactions regaridng the share buying and selling to be done at TSP within the group joint stock companies with shares trading at the Stock Exchange and between the partners within the group is calculated by taking the weighted average price occurred counting backwards from the last transaction date of the previous week as of the application date or starting fromthe business day before the application date and rounding it up to the most approximate price step.

Transaction price is freely calculated in the price range calculated by applying +/-%20 base price. It was observed that share prices had a certain rate of decrease after the expalantion we made at the Public Enlighthening Platform on 12.02.2015 regarding paid capital increase.

Since Weighted average price which we will apply for and will be the subject of the calculation after CMB approval is not yet determined , if weighted average price to be calculated according to the regulation is lower than the closing price on 11.02.2015 the day just before the day we made an expalnation for paid capital increase , the part of the -/+20% band remaining in the below limit which will be applied to the weighted average specified in the regulation will be applied to the closing price on the date of 11.02.2015 so that our current investors are not affected by the price decrease during the period. Lower limit will be limited on condition that the limits introduced by legislation obligations are sticked to. In other words the range of +/-%20 will not be applied in any manner and at all to a price lower than the closing price of the day before the expalantion (11.02.2015)

The effect of the price movements occured after the date of the explaanation is intended to make effectless., if the average price is higher than price of closing dated 11.02.2015 as will be seen in the calculation to be done according to the legislation, limits of the legislation will be all applied the same. So to stick to the range of 20% set forth in the regulation, it is intended to prevent the negative effect on the average price to be calculated according to the legislation and to prevent that the current investors are damaged by the situation.

As a result of the board resolution by our company, as is specified in our Exclusive Status Explanation dated12.02.2014, in order to improve the works in the field of coal and precious metal mining in a rapid and eficient manner, the capital which was increased up to 42.000.000 (forty two millions) TL was decided to be assigned to the qualified investor as cash return and the capital was decided to be increased by 50.500.000 (Fifty Million five hundred thousand) TL up to 8.500.000 TL (Eight Million five Hundred Thousand) by limiting preemption of the current shareholders, where as our CMB application is still pending, it is interpreted by our management as it has a negative impact on share prices. It is announced to public that if this situation has a considerable effect on the pricing to occur within the frame of Wholesales Market Foundation and Operating Essential Circular, financing requirement may be satisfied with different alternative sources.

The application for increasing the existing paid-in capital of 42.000.000 TL to 50.500.000 TL with an increase of 8.500.000 TL via right issue (by limiting the existing shareholders’ subscription rights and sell only to qualified investors) has been submitted to Capital Markets Board of Turkey on 13.02.2015 for the approval of the Issue Documentation.

The Board of Directors have unanimously approved to increase the existing paid-in capital of 42.000.000 TL to 50.500.000 TL (within in the limits of the Company’s authorized capital of 210.000.000 TL) with a increase of 8.500.000 TL via right issue (by limiting the existing shareholders’ subscription rights) with the purpose of developing the company’s activities in coal mining and precious metals effectively.

It has also been unanimously approved that the raised amount will issued as tradable Group B Shares and will be sold only to qualified investors.

The application of the Issue Documentation of Right Issue has been submitted for the permission of Capital Markets Board of Turkey in accordance with the necessary legislations and communiques.

Following the permission of Capital Market Boards of Turkey, the raised share will be sold in Wholesale Market at Borsa İstanbul in a price range determined by the Communique of the Organization and Procedures of Whosesale Market Article VIII at Borsa İstanbul and “Financial Advisory and Intermediary Agreement” will be signed with BGC Partners Securities for undertaking the sales of shares.

As our current capital is being utilized for the ongoing energy power plant investments, it has been decided to strengthen our capital structure by improving current potentials in mining as well as other inferred sources effectively.

As we previously announced on 29.01.2015 that A "License Assignment Agreement" was signed between Anadolu Export Maden Sanayi ve Ticaret Anonim Şirketi ("Anadolu") (ODAS Enerji's 96% subsidiary) and Stratex Madencilik Sanayi ve Ticaret Limited Şirketi ("Stratex") with the objective of completing the exploration of the gold site in Karaağaç, and making the decision of the operation investment according to the results of the exploration and applying for the General Directorate Of Mining Affairs (MIGEM) for the license transfer to Anadolu.

Although we plan to announce further information (i.e. the structure of license transfer, information about the site and current procedures) following by the completion of license transfer application to MIGEM, additional information below for the License Assignment Agreement have been decided to state between counterparts due to the further questions requested by investors and shareholders.

156.798 Oz Au possible gold source has been detected while the partial drillings done by STRATEX in two licensed site. ANADOLU will put 1.500.000 USD budget aside to reveal the potential of the site and clarify the net operable source for the investment after the approval of license transfer.

The cost of license transfer of site is 500.000 USD and this amount will be paid to STRATEX after the consent of license transfer and the confirmation of the first 50.000 Oz AU of possible gold source. Also, 1.5% license fee from Net Smelter Return (NSR) will be paid to a foreign company and STRATEX respectively when the site become operational.

The size of the operational area and investment cost will be formed after the consent of such permission along with the completion of works for the ultimate results of the source amount.

We announce to the public respectfully.

A "License Assignment Agreement" is signed on January 28, 2015 between ODAŞ Elektrik San. A.Ş., 96% shares of which owned by Anadolu Export Maden Sanayi ve Ticaret Limited Şirketi ("Anadolu") and Stratex Madencilik Sanayi ve Ticaret Limited Şirketi ("Stratex"), the subsidiary of Stratex International PLC (a London Stock Exchange listed company), with the objective of completing the exploration of the gold site, Karaağaç, located within the Kütahya and Uşak provincial borders and making the decision of the operation investment according to the results of the exploration.

The application lodged at the General Directorate Of Mining Affairs on January 29, 2015 for the transfer of the sites from Stratex to Anadolu.

Developments regarding this issue shall be published as it progresses.

The board of directors of our company decided to takeover the shares with the proportion of 96% of Anadolu Export Maden Sanayi ve Ticaret A.Ş. which is established in order to carry out activities in the mining sector however which does not have any commercial activity at present by ODAS Elektrik Üretim Sanayi Ticaret A.Ş. as free of charge to include ODAŞ Group’s consolidation accordingly.

The board of directors of our company decided to takeover the shares with the proportion of 40.02% of ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. which is owned by us with the proportion of 50% on the paid-in capital. Relating to the share transfer, having the approval obtained the approval of Energy Market Regulatory Organization (EPDK) and the necessary permissions properly, the total share proportion of ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş. in the structure of ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. shall increase to 90.02%. By means of this transfer transaction, it is targeted to strengthened the consolidation structure of ODAŞ Group.

116 Million Euro project finance loan and warranty agreements for local based coal-fired power plant investment having installed capacity of 340 MWm/330 MWe of Çan Coal and Construction Inc. Co which 92% belongs to ODAS Enerji to be installed in Çan District of Çanakkale Province with eight years-term and three years grace period, have been signed by Yapı Kredi Bankası A.Ş. and Halk Bankası A.Ş. “Creditors” consortium and ODAS Enerji on January 14th, 2015.

After providing required warranties to the “Creditors”, 20 million Euros worth bridge loan will be utilized immediately within the scope of loan agreement. Financial close is expected to be completed within 2 months once all loan requirements and precedents are fully completed.

We announce to the public respectfully.

Our Company, ODAŞ Elektrik Üretim Sanayi A.Ş., signed a service ‎agreement with İş Yatırım Menkul Değerler A.Ş. on 24/12/2014 within the ‎scope of Liquidity Provider activity which was issued in the Circular of ‎Borsa Istanbul numbered 450. Liquidity Provider Service is a ‎mechanism with examples in the global stock markets and which ‎supports liquidity in the shares to which it is applied.

This activity is ‎expected to make a positive contribution to the daily trading volume and ‎depth of our company which is traded at Borsa Istanbul. İş Yatırım Menkul Değerler A.Ş. will start its liquidity ‎providing activities on 31/12/2014, and perform the liquidity transactions as required ‎by the applicable legislation and notify the Public Disclosure Platform ‎every two weeks about these transactions.

ODAŞ Elektrik Üretim A.Ş. ‎‎(ODAŞ A.Ş.) shareholders Bahattin Özal and Burak Altay gave İş Yatırım ‎Menkul Değerler A.Ş. a Call Option for total 400.000 ODAŞ Shares ‎namely 200.000 shares per shareholder and will lend total 400.000 ‎ODAŞ Elektrik Üretim A.Ş. shares namely 200.000 shares per ‎shareholder to İş Yatırım Menkul Değerler A.Ş. to be used only within ‎this scope in connection with this and provided being retrieved on the ‎maturity date.

ODAŞ’ borrowed shares will then be returned to ‎ODAŞ A.Ş. shareholders Bahattin Özal and Burak Altay on the maturity ‎date. Borrowing transactions will be made at Borrowed Stock Market ‎which is established in Takasbank. These figures constitute 0.95% of the ‎total capital of ODAŞ A.Ş. Liquidity provision mechanism does not have ‎a goal to increase the publicity rate of the company.‎

We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué II-15.1 of the Capital Market Board, that it reflects the information known to us fully, that the information are compliant with our legal books, records and documents, that we use our best efforts to obtain the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.

Below are Company officials working full-time in Investor Relations Department according to Article 11, Paragraph 2 of Corporate Governance Communique no. II-17.1 titled “Investor Relations Section” of Capital Markets Board and their contact information:

Melih Yüceyurt (Group Finance Manager and Investor Relations Director)

Tel: 0 216 474 1 474

License Certificate: Capital Markets Activities Advanced Level (Level 3) – Document No: 206736

Corporate Governance Rating Expertise Certificate – Document No: 700821

Mehmet Erdem Aykın (Investor Relations Specialist)

Tel: 0 216 474 1 474

E-mail: ir@odasenerji.com

We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué II-15.1 of the Capital Market Board, that it reflects the information known to us fully, that the information are compliant with our legal books, records and documents, that we use our best efforts to obtain the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.

We have been informed by our 92% Subsidiary, ÇAN Kömür ve İnşaat A.Ş. that the Environmental Impact Assestment Report (EIA) for the ÇAN-2 Coal Fired Power Plant of 340MWm/330MWe installed capacity in Çanakkale has been approved by the Commission Board on 05.12.2014.

The EIA report for 330MW coal fired power plant and the documents have also been submitted for the public discussion and no opposition has been raised during the legal public discussion period of 18.11.2014 – 04.12.2014.

In that respect, we are expecting the EIA process to be completed and be delivered the approved report in due course. Our current ınvestments, in that respect, have been progressing well as planned.

Following Material Disclosure that we announced about our company’s “Application for EPİAŞ Group C Shareholding” dated 28.08.2014, it was stated on website of Energy Market Regulatory Authority on the date of 19.11.2014 that applications directed at companies possible to be Group C Shareholder at EPİAŞ have been evaluated and ODAŞ Elektrik Üretim Sanayi Ticaret A.Ş. has been listed in List of Legal Entities to have Group C Shares at EPİAŞ.

Mr Yalçın Karagoz, Group Accounting Manager, was resigned on 07.11.2014

Following our company announcement for the first 6 months of 2014 which has been stated that 10.7 million TL EBITDA and around 3 million TL loss in our financial statements, 50.3 million TL EBITDA and 25.5 million TL Net Period Profit have been realized as of 30.09.2014.

Mr. Mehmet Erdem Aykın has been appointed as the “Investor Relations Specialist”, effective from September 8, 2014. Mr. Aykın started his Professional career as a Business Development Officer in “MA Business Solutions, London in 2008, and worked as Investment Advisor and Analyst with various financing institutions from 2009 to 2011. Mr Aykın also worked for Turcas Petrol A.Ş. as “Investor and Shareholder Relations Specialist from 2012 to present. Mr. Aykın holds Bachelor’s Degree in Economics from Dokuz Eylül University, and has a Master’s Degree in International Finance from Bournemouth University, England.

We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué II-15.1 of the Capital Market Board, that it reflects the information known to us fully, that the information are compliant with our legal books, records and documents, that we use our best efforts to obtain the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.

This is to announce that a framework agreement has been signed on September 8, 2014 between the Turkish Coal Enterprises Corporation and our 92% subsidiary, Çan Kömür ve İnşaat A.Ş. for the supplying of 1.000.000 tons of coal from the Corporation’s Çan Lignites branch from 2017 to 2021.

In that respect, it is planned to optimize both coal and electricity sales revenues by blending our available high quality reserves in the Çan-2 Thermal Power Plant Site along with the abovementioned coal.

We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué II-15.1 of the Capital Market Board, that it reflects the information known to us fully, that the information are compliant with our legal books, records and documents, that we use our best efforts to obtain the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.

Our Company’s Investor Relations Assistant Specialist Ms. Selin Yeşil has resigned from her duty as of July 11, 2014

Pursuant to a resolution adopted on June 26, 2014, in compliance with Article 11 of the Communiqué No. II - 17.1 of the Capital Markets Board concerning the Corporate Governance, our Board of Directors has decided that Mr. Melih Yüceyurt to perform the duties of Investor Relations Manager in addition to his current functions as our Company's Group Finance Manager. Under the same resolution, Mr. Yüceyurt has been appointed as the Corporate Governance Committee member.

Pertaining to the 01.01.2014 - 31.03.2014 period of the current year, the "Projection and Realization Report," prepared for the purpose of analyzing the accomplishment of assumptions and input employed in determining the IPO price, is hereby enclosed for our investors' attention.

ODAS ODA IPO Projections 23052014

Our Company’s Investor Relations Manager Ms. Özge Aydemir has resigned from her duty as of May 21st, 2014. Starting from May 22nd, 2014 Ms. Aydemir is going to provide consultancy services in the field of investor relations to our Company.

Mr. Yalçın Karagöz, has been assigned as Group Accounting Manager to our Company as of May 12th, 2014. A graduate of Boğaziçi University, Department of Economics, Mr. Karagöz has served in various positions in Budgeting, Financial and Executive Reporting and Strategic Planning Departments at Otokar Otomotiv ve Savunma Sanayi A.Ş. We wish him every success in his new duties.

Our Company registered TL 1.464.778 EBITDA during the first quarter of 2014, compared to TL 8.253.397 EBITDA recorded in the same period of last year. Two main factors impacted the 82% year-on-year decline in EBITDA. Our fully-owned electric wholesale company Voytron Elektrik Toptan Satış Dış Ticaret A.Ş.'s contribution to our consolidated EBITDA was TL 1,637,344 in Q1 2013, while the contribution turned out to be negative (at about TL 1.375.000) in Q1 2014. Meanwhile, the cost burden sustained during our thermic power plant investment in Çanakkale Çan and the hydroelectric power plant in Trabzon Köprübaşı -- undertaken under the realm of our 92%-owned Çan Kömür ve İnşaat A.Ş. and 90%-owned Küçük Enerji Elektrik Üretim Sanayi ve Ticaret Ltd. Şti. -- resulted in a pressure on the EBITDA margin. On the other hand, due to the positive impact generated by our 12MW-steam turbines installed in our Şanlıurfa power plant, which have been put into operation as of October 2013, as well as the prevailing drought in the Şanlıurfa region, we expect to derive plausible EBITDA figures during the remainder of the year, reaching a level close to the outcome attained in entirety of last year.

Group Accounting Manager Ms. Deniz Yıldırım has resigned from her position as of May 9th, 2014.

In compliance with Borsa İstanbul A.Ş.’ notice dated April 30th, 2014, no. BİAŞ-4-GDD-211-02-1057/05331 regarding the unusual price and volume movements in our Company’s stocks, we hereby announce that there is no public disclosure that has not been made which should has been done based on the regulation other than the ones we have already made.

Mr. Bahadır Keskin has been assigned as Group Human Relations Manager as of April 14th, 2014 to our Company. A graduate of Marmara University Department of Industrial Engineering, Mr. Keskin has started his career in 2006. He started working at Aygaz Inc. and Koç Group in 2008 and served various Human Relations functions within the Group companies. We wish him every success in his new position.

Küçük Enerji Üretim ve Ticaret Ltd. Şti., our 90% affiliate, has utilized nine-year term loan amounting US$ 10,470,000 for the financing of our ongoing investment of the hydroelectric power plant with installed capacity of 8.2 MW in Köprübaşı, Trabzon. The loan utilized has two-year grace period while the hydroelectric power plant is planned to be completed within one-year time span.

Ms. Aysın Koşan, who was assigned as our Company’s Group Human Resources Manager on December 14th, 2012, resigned from her duty as of today.

Our Board of Directors resolved on April 3, 2014 to appoint the Audit Committee, the Corporate Governance Committee and the Early Detection of Risk Committee members as noted below

Audit Committee: Yavuz Baylan (Chairman), Levent Yaralı (Member)

Early Detection of Risk Committee: Yavuz Baylan (Chairman), Levent Yaralı (Member)

Corporate Governance Committee: Levent Yaralı (Chairman), Yavuz Baylan (Member)

In accordance with the Capital Market’s Board Communiqué no. VII-128.1 Paragraph 2, Article no. 33, a company undertaking a public offering of its equity is obliged to disclose the particulars relating to the utilization of the IPO proceeds, in conformity with the provisions incorporated into and stipulated by its IPO prospectus as soon as the funds have been utilized completely.

For ensuring the most lucrative return for our Company through an optimum economic use of the coal reserves discovered so far at the field in Çan, in the province of Çanakkale -- owned by Çan Kömür ve inşaat A.Ş. (hereinafter “Çan Kömür”), 92% owned by our Company, -- a decision was taken towards selling the available lignite resources with high calorific value directly to the market and also launch an investment for a thermic power plant with an installed capacity of 340 MW, relying on locally-supplied coal. Initial surveys indicate an expansive potential at the site. The investment is planned to be financed via shareholders’ equity and a project finance loan amounting to EUR 110 million. No plans exist for a paid-in capital increase through a rights issue for funding the specified investment project. The power plant is anticipated to be activated as of the last quarter of 2016. In order to protect the interests of the Company and its shareholders, as a whole, it was deemed necessary to withhold further details, pending thorough elaboration and clarification of the investment conditions and the underlying particulars.

As pre-notified in our public disclosure dated September 10, 2013, we had acquired 92% equity shares of Çan Kömür ve İnşaat A.Ş. (hereinafter "Çan Kömür"), located in the district of Çan in the province of Çanakkale - suggesting a significantly expansive potential, based on our internally-conducted technical valuations - possessing paid-up royalty rights for mine-pit operation and holding a measured coal reserve cumulating to one million tons. The exploration and drilling works at the mentioned field have been performed by the internationally-recognized independent German-origin mine valuation company, Fichtner. We had notified on March 3, 2014 that; based on the reserve survey and detection works conducted on a specific part of the licensed area, 18.94 million tons of measured and 5.76 million tons of additional indicated reserves - totaling a coal reserve deposit of 24.70 million tons - have been discovered so far, and that the coal seam has been observed to continue straight through to the north-northeast flank of the scanned area. The markedly satisfactory reserve capacity, the intrinsic calorific values and the plausible density figures enable us to assess alternative methods and ways to make optimum utilization of the coal reserve - prompting our management team to take proactive and urgent steps with the target of achieving the most lucrative return for our Company. The ongoing works and the associated over-all strategy will be made public prior to our upcoming General Assembly Meeting. All in all, since the measured reserve reached 20-fold of the measured quantity computed as of the acquisition date, the goodwill value is required to be registered in our balance- sheet, in conformity with the International Financial Reporting Standards. The valuation analysis and study were carried out by Moore Stephens - authorized and licensed by the Capital Market Board for such appraisal and audit purposes. Based on the outcome of the specified valuation, solely the measured reserve data were taken into account, with the adoption of a standard and conservative approach - yielding a total reserve value amounting to TL 290,581,485. Çan Kömür was consolidated under our unaudited consolidated financials for the third quarter, ended September 30, 2013, denoted with the TL 5,845,791 goodwill figure, structured on the acquisition price. The net difference amounting TL 260,720,238 derived from the independent valuation concerning our fully-consolidated subsidiary Çan Kömür will be recorded in year-end audited and consolidated financials.

In accordance with the Audit Committee's recommendation, our Board of Directors decided on March 5, 2014 to appoint AS Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş. for the statutory audit of our Company's 2014 fiscal year transactions and consolidated financial statements. This Board decision will be submitted to the approval of our shareholders during the upcoming Ordinary General Assembly Meeting.

In accordance with our Company’s Board of Directors’ decision dated February 7, 2014 with regards to the addition of Article 22 (Issuance of debt instruments) to our Articles of Association, our application to the Capital Market Board has been approved with the decision dated March 3, 2014 and No. 435-2166. The amendment will be submitted to shareholders’ approval at the Ordinary General Assembly pursuant to 2013.

As pre-notified in our public disclosure dated September 10, 2013, we had acquired 92% equity shares of Çan Kömür ve İnşaat A.Ş. (hereinafter "Çan Kömür"), located in the district of Çan in the province of Çanakkale - possessing paid-up royalty rights for mine-pit operation. The exploration and drilling works at the mentioned field have been partially completed, in compliance with the international "Joint Ore Reserves Committee" ("JORC") standards, structured by the independent German-origin mine valuation company, Fichtner. Based on the reserve survey and detection works conducted on a specific part of the licensed area, 18.94 million tons of measured and 5.76 million tons of additional indicated reserves - totaling a coal reserve deposit of 24.70 million tons - have been discovered so far. In addition to the referred quantity, the coal seam has been observed to continue through to the north-northeast flank of the scanned area, implying that the estimations on the final reserve and deposits located at the site could be elevated upon termination of further and escalated prospecting. The average calorific value of the measured reserve is 3,385 kcal/kg, and reaches 3,481 kcal/kg through the add-on of the inferred reserve values. The reserve site holds a unique value, standing out primarily for possessing the highest calorie coal basin among energy companies operating on locally-obtained lignite-dependent thermic power plants. Marking an exceptional specification, this aspect of the operations enables the establishment to decrease capital expenditures per MW, in case a power-plant is decided to be eventually built, while also providing a clear advantage in the critical item of "cost of production per MW," compared to its peers. Meanwhile, the lignite resources are in a ready-to-sell status to the market, attributable to its significant calorific value. Accordingly, the lignite resources may be liquidated via supplying to the retail market and/or to the industrial enterprises, reliant exclusively on coal utilization at the production stage. We herewith would like to declare that all pertinent and necessary actions targeting to achieve the highest IRR - and definitely creating the highest value for our Company - within the shortest period of time possible, are taken accordingly and pursued with utmost urgency.

Totaling EUR 51,002,373 as of today, the aggregate amount of our existing leasing and project finance loans, bearing an average fixed interest rate of 8.15%, are re-financed with a new line of project finance loan amounting to EUR 49,002,373. Altough tagged with a maturity date of June 15, 2018, approximately 80% of the principal and interest charged on the loans were scheduled to be repaid within a time-line of 2.5 years. Despite the prevalent adverse market conditions, a reduction was accomplished in the interest sum through the re-financing operation, easing down to EURIBOR+6%, as well as an extension in the maturity, spreading to six years, with installment payments to be undertaken in six-month periods. As a consequence of the re-financing, the financial burden on our interest and principal repayments were reduced by EUR 5.5 million on average per year for the next three years, and the maturity was prolonged with lower interest rates. Following the re-financing operation, the outstanding balance of the leasing debt cumulating to EUR 2,000,000 is planned to be transferred with the same terms and conditions, upon termination of the statutory approval process from the Ministry, perceived to be completed within a month. No commission and/or fee was paid for the early of repayment and closure of the credit line.

In accordance with our Company’s Board of Directors’ decision dated February 7, 2014 with regards to the amendment in of the Articles of Association Article 6 (Shareholders' capital) – which allows increasing our Company’s registered capital ceiling from TL 50,000,000 for 5 years (between years 2013-2017), to TL 210,000,000 for 5 years (between years 2014-2018) – our application to the Capital Market Board has been approved with the decision dated March 3, 2014 and No. 435-2166.

In accordance with our Company’s Board of Directors’ decision dated February 7, 2014 with regards to increasing our registered capital ceiling to TL 210,000,000, we made our application to the Capital Market Board today.

As a consequence of a share transfer agreement concluded between our Company's principal shareholders Burak Altay, A. Bahattin Özal and Korkut Özal separately, on the one side, and BB Enerji Yatırım Sanayi ve Ticaret A.Ş. (hereinafter “BB Enerji”), a company wholly owned by Burak Altay, on the other, and constituting entirely the unlisted and non-public "B Group" shares of our Company; 1.500.000 shares belonging to Burak Altay, 1.500.000 shares belonging to A. Bahattin Özal and 4.500.000 shares belonging to Korkut Özal, aggregating to a total of 7.500.000 unlisted and non-public "B Group" shares, corresponding to 17.86% of our Company's shareholders' equity capital, were transferred and assigned to BB Enerji.

The undertaking and commitment concerning the waiver of disinvestment for a period of 365 days pledged by all shareholders of the Company, as duly incorporated into the Article 9.33 of the Initial Public Offering Prospectus and scheduled to expire on May 21, 2014, was undertaken and committed likewise and with the same validity, force and effect also by BB Enerji which has taken over the mentioned shares.

No change, alteration or amendment has taken place in the number of our Company’s shares in circulation; in the free-float rate or in the structure of the Board of Directors or the management of our Company, attributable to the mentioned transfer of stakes. In that respect, A. Bahattin Özal prevails to perform duties in capacity as Chairman and Burak Altay as Vice Chairman of the Board of Directors of our Company. The pre-transfer and assignment and the new shareholder structures are provided in the annex attached hereto. Due statutory disclosure to the public shall be made upon termination of the registration proceedings relating to the said share transfer and assignment.

Shareholder Structure

Pursuant to a resolution adopted on February 7, 2014, our Board of Directors has decided to apply to the Capital Market Board (“CMB”), the Energy Market Regulatory Authority (“EMRA”) and the Ministry of Customs and Trade for obtaining the statutory and mandatory prior approvals and permits for an amendment in Article 6 (Shareholders' capital) of the Articles of Association, as well as the increasing our Company’s registered capital ceiling to TL 210,000,000 in compliance with Communiqué No: II-18.1 of the CMB concerning the Registered Capital System. The application process for the amendment and registered capital ceiling increase will be procedurally initiated. The amended texts of the Articles of Association have been attached hereto for comparison purposes.

Amended Text Article No. 6

Pursuant to a resolution adopted on February 7, 2014, our Board of Directors has decided to apply to the Capital Market Board (“CMB”), the Energy Market Regulatory Authority (“EMRA”) and the Ministry of Customs and Trade for obtaining the statutory and mandatory prior approvals and permits for the addition of Article 22 (Issuance of debt instruments) to the Articles of Association. The application process for the amendment and registered capital ceiling increase will be procedurally initiated. The amended texts of the Articles of Association have been attached hereto for comparison purposes.

Amended Text Article No. 22

A graduate of Middle East Technical University Department of Industrial Engineering, Ms. Selin YEŞİL has been appointed as an Assistant Investor Relations Specialist in our Company.

As a consequence of a resolution adopted on February 5, 2014, our Board of Directors has decided to cancel the Extraordinary General Assembly of Shareholders, scheduled for Thursday, February 13, 2014, at 10:00 hours, at the Company's head office, owing to the fact that the agenda items pertaining to the said Meeting shall be deliberated and acted upon at the upcoming Ordinary General Assembly for the 2013 operating year.

Following the issuance and receipt of the statutory Ministerial acceptance and approval, our 0.25 MW capacity solar power plant has been activated, as pre-notified in our disclosure dated 25.10.2013 – installed on the same site where our natural gas power plant is located in Sanliurfa, and standing out prominently as a "first-ever" housed under a single entity in Turkey, designed and projected to meet the internal electricity requirement of the combined natural gas plant and also to sell the surplus power to the system.

Our Board of Directors has decided to convene the Extraordinary General Assembly Meeting for the year 2014 on February 13, 2014, at 10.00 a.m. at “Fatih Sultan Mehmet Mahallesi Poligon Cad. Buyaka2 Sitesi No:8B 2.Kule Kat:17 Tepeüstü, Ümraniye, Istanbul” to deliberate, resolve and act upon the items incorporated into the attached agenda. Agenda items and power of attorney are attached.

Invitation Letter

Power of Attorney

Our Board of Directors has decided to approve the “Disclosure Policy,” in conformity with the Resolution No. 2013/34 of December 30, 2013 as appearing in the annexed format, prepared in compliance with Article 2.1.1. of the Communiqué of Circular: IV, No.56 of the Capital Markets Board concerning the Determination and Implementation of the Corporate Governance Principles, amended with Communiqué No.57, and submit it for consideration by the shareholders at the first general assembly meeting, and also post the attached Disclosure Policy on our Company’s website.

ODAS Disclosure Policy

Our Board of Directors has decided to approve the “Remuneration Principles of BoD Members and Executives,” in conformity with the Resolution No. 2013/33 of December 25, 2013 as appearing in the annexed format, prepared in compliance with Article 4.6.2. of the Communiqué of Circular: IV, No.56 of the Capital Markets Board concerning the Determination and Implementation of the Corporate Governance Principles, amended with Communiqué No.57, and submit it for consideration by the shareholders at the first general assembly meeting, and also post the attached Remuneration Principles on our Company’s website.

ODAS Remuneration Principles

In compliance with Communiqué of Circular: IV, No.56 of the Capital Markets Board concerning the Determination and Implementation of Corporate Governance Principles amended with Communiqué No.57, it has been resolved by our Board of Directors:

to determine the duties and operating principles of the Audit Committee and the Corporate Governance Committee required to be established in accordance with Article 4.5. of the Communiqué, as per the annex;

to establish the Early Detection of Risk Committee and designate Mr. Yavuz Baylan as the Chairman and Mr. Murat Sefer Zafer as the Committee Member, to determine the duties and operating principles of the Early Detection of Risk Committee as per the annex;

in accordance with Article 4.5.1. of the Communiqué, to authorize the Corporate Governance Committee, established in conformity with the Resolution No. 2013/12 of March 21, 2013 adopted by our Board of Directors to perform the duties also of the Nominating Committee, in consideration of the fact that there is no necessity to incept a separate Nominating Committee, compliant with the same article as stated above.

ODAS Duties and Working Principles of the Audit Committee

ODAS Duties and Working Principles of the Early Detection of Risk Committee

ODAS Duties and Working Principles of the Corporate Governance Committee

Currently featuring a combined established capacity aggregating to 62,000 MW on a national scale, the energy sector is exposed to a stiff and steadily-deepening competitive environment. Predictably, such an adversity in the operating platform prompts a decline in electricity pricing levels, particularly in tariffs applied to large-scale corporates. Due to the specified downward course registered in the electricity price patterns, many companies are confronted with shrinking margins. This risky setting specifically arises, in general, at that times when weather conditions transpire below the seasonally normal temperatures; thereby, the demand for natural gas becomes rampant while a notable power scarcity erupts across the country. Under these circumstances, and with the aim of preserving and maintaining the profitability of our fully-owned subsidiary Voytron Elektrik Toptan Satış Dış Ticaret A.Ş. (hereinafter “Voytron”), we are pursuing a strategy designed to shift our portfolio breakdown to households, away from large-scale institutions which generate low margins, reasoned by exposure to severe competitive winds. In conformity with this strategy, we refrained from renewing the contract signed with Türk Telekomünikasyon A.Ş., and removed the company from Voytron’s portfolio. On the other hand, in addition to the new household clients incorporated into our client-base, we have recently concluded agreements with some top- tier corporates; such as the Turkish Airlines, ING Bank and A101 Stores, as the new recruits will perceivably function to diversify our list of corporate customers. Voytron’s 2013 performance emerges in conformity and consistent with our projections, while our conservative revenue and EBITDA estimates articulated for 2014 in relevance to the IPO phase all appear within easy accomplishment. As a final point, it is worth to reiterate once again that Voytron’s long-term objective is to elevate the weight of households in its portfolio.

As per the resolution No. 5/143 of February 12, 2013, procured and disseminated by the Capital Market Board, a company undertaking a public offering of its equity is obliged to disclose the particulars relating to the utilization of the IPO proceeds, in conformity with the provisions incorporated into and stipulated by its IPO prospectus within 10 working days effective from the release of its financials covering the two consecutive quarters subsequent to the completion of its IPO.

Within this context for compliance, the Article No. 1.6 of our IPO prospectus, titled “Basis for IPO and Utilization of IPO Proceeds” provided the following elaboration on this aspect;

* Raising equity capital for the newly-acquired investment,"

* Raising equity capital for the capacity upgrades and efficiency enhancement of the existing plant,"

* Raising funds for the anticipated inorganic growth opportunities."

At the termination of our IPO, conducted in May 2013, a total of 12,000,000 shares were offered and sold to investors, each bearing a face value of TL5.00, as the entire sum was realized through a capital increase. The gross revenue generated from the newly issued shares via recapitalization amounted to TL 60,000,000."
Our Company incurred capital expenditures to the tune of TL 6,040,000 for the capacity increase outlay of the existing plant; another portion worth TL 550,000 for the unlicensed solar power plant, an aggregate of TL 8,230,000 for the local coal-fired thermic power facility and TL 1,565,000 for the Koprubasi hydro-power station, elevating the investment bottom-line accomplished since the IPO to the grand total of TL 16.385.000."

ODAS_ODA_IPO_Projections_25112013

Pertaining to the nine-month period of the current year, the “Projection and Realization Report,” prepared for the purpose of analyzing the accomplishment of assumptions and input employed in determining the IPO price, is hereby enclosed for our investors’ attention.

ODAS_ODA_Utilization_of_IPO_Sources_25112013

Our 90% subsidiary Kucuk Energy has signed an agreement with Temsan Türkiye Elektromekanik Sanayi, covering the supply of electromechanic equipment and provision of supervisory works at our 8 MW-capacity hydro-power plant investment located in Trabzon Koprubasi, carrying a price tag of EUR 1,465,000. For the first time in Turkey, a hydro-power plant of this capacity will be fitted with electromechanic equipment, sourced from a local company. Since the equipment will be obtained from a local supplier, the feed-in tariff will be applied as 9.3 US cents/KWh instead of 7.2 US cents/KWh.

ODAS_Q313_Press_Release

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