AYEN ENERGY INC. 01 JANUARY MARCH 2016 BOARD OF DIRECTORS ACTIVITY REPORT ÇAMLICA HEPP YAMULA HEPP - PDF

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AYEN ENERGY INC. 01 JANUARY MARCH 2016 BOARD OF DIRECTORS ACTIVITY REPORT ÇAMLICA HEPP YAMULA HEPP 1 FUNDAMENTALS Interim Activity Report was prepared in pursuant to Circular No. Serial II-14.1

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AYEN ENERGY INC. 01 JANUARY MARCH 2016 BOARD OF DIRECTORS ACTIVITY REPORT ÇAMLICA HEPP YAMULA HEPP 1 FUNDAMENTALS Interim Activity Report was prepared in pursuant to Circular No. Serial II-14.1 of Capital Markets Board on Principles of Financial Reporting in Capital Markets and Bylaw of Ministry of Customs and Trade on Determining Minimum Content of Companies' Annual Activity Reports . Trade Name, Trade Registry Number, Headquarters and Branches Contact Information, and Website of the Company: AYEN ENERGY INCORPORATION Date of Foundation: 15 August 1990 Headquarters: Hülya Sokak No: 37 G.O.P. ANKARA - TURKEY Phone: (312) Fax: (312) web : Capital: ,-TL Trade Registry Number: Central Mersis No : Industry Registry Nr Tax Office / ID Nr.: Cumhuriyet Purpose and subject : Power generation and trade Company does not have a branch. ORGANIZATIONAL STRUCTURE OF THE COMPANY Organization structure of the company is shown as a Group constituted by Ayen Energy Corporation and its partnerships upon which it consolidates their financial statements, operating in the same sector Ayen Ostim Power Generation Inc., Kayseri Electricity Generation Industry and Trade Inc., Ayen Electricity Trade Co., Aksu Clean Energy Electricity Generation Industry and Trade Inc., Ayel Electricity Generation Industry and Trade Inc., Araklı Natural Gas Power Generation Industry and Trade Inc., Ayen AS Energj SHA (Albania), Ayen Energj Trading SHA (Albania), Ayen Energj Trading D.O.O. (Serbia), and Ayen Energie D.O.O. (Slovenia). The capital and shareholding structure of the Company and relevant changes thereof within the accounting period Capital Structure of the Company as of 31 March 2016 Shareholder Share in Number of Shares Share in Share Group Percentage Amount Aydıner Construction Inc ,727,825,965 97,278, A Aydıner Construction Inc ,806,945,000 48,069, B (Non-public) Mehmet AYDINER ,200 7, A Fatma Nirvana AYDINER ,575 2, A Ömer Ali AYDINER ,575 2, A Turhan AYDINER ,575 2, A Turgut AYDINER ,965 2, A Fahrettin Amir ARMAN , A Public Shares ,567,565,000 25,675, B (Public) Total 100 % 17,104,230, ,042, The Company's registered capital is ,00 TL (one hundred seventy one million and forty two thousand three hundred Liras); which is divided into shares, each one is equal to One Turkish Cent of these are registered share certificates of Group A of Group B certificates are public shares while shares are non-public (nominative). No change did occur in the ownership structure of the Company during this activity period. Governing Body, Senior Managers, Limits of Authority, period of office: Operations and management of the Company are executed by the Board of Directors of at least 7 (seven) Members elected by the General Board, 5 (five) of whom are Group A shareholders, in accordance with provisions of Turkish Commercial Code. BOARD OF DIRECTORS Name and Surname Position Term of Office 3 years from President of the Board of Mehmet AYDINER Directors Turgut AYDINER Ayşe Tuvana AYDINER KIRAÇ (for Aydıner Construction Inc.) Ömer Ali AYDINER Fahrettin Amir ARMAN Metin BOSTANCIOĞLU Kadir Nejat ÜNLÜ Vice President of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors, General Manager Independent Member of the Board of Directors Independent Member of the Board of Directors 3 years from years from years from COMMITTEES ESTABLISHED WITHIN THE BOARD OF DIRECTORS Audit Committee 3 years from year from year from Name and Surname Kadir Nejat ÜNLÜ Metin BOSTANCIOĞLU Position Head of the Committee Member Early Risk Detection and Examination Committee Name and Surname Metin BOSTANCIOĞLU Ayşe Tuvana Aydıner Kıraç Position Head of the Committee Member Corporate Governance Committee Name and Surname Metin BOSTANCIOĞLU Mehmet AYDINER Turgut AYDINER Position Head of the Committee Member Member 3 Ahmet Alan Corporate Governance Rating Specialist ELECTRICITY ENERGY IN TURKEY INSTALLED POWER BY INSTITUTIONS AND FUEL TYPES YEAR END AS OF INSTITUTIONS INSTALLED POWER CONTRIBUTION NUMBER OF PLANTS INSTALLED POWER CONTRIBUTION N % NUMBER % EUAS + EUAS AFFILIATES , , PLANTS WHOSE OPERATING RIGHTS WERE TRANSFERRED 946, BUILD-OPERATE PLANTS 6.101, , BUILD-OPERATE-TRANSFER PLANTS 2.309, , INDEPENDENT GENERATION COMPANIES , , AUTO-PRODUCER PLANTS 26, UNLICENSED (TEDAS) PLANTS 310, TOTAL , ,514 74, YEAR END AS OF 31 MARCH 2016 FUEL TYPES INSTALLED POWER CONTRIBUTION NUMBER OF PLANTS INSTALLED POWER CONTRIBUTION % PIECE % N FUEL-OIL - ASPHALTITE - NAPHTA - DIESEL HARD COAL - LIGNITE 9.013, , IMPORTED COAL 6.064, , NATURAL GAS + LNG , , RENEWABLE + WASTE - WASTE HEAT - PYROLYTIC OIL 344, MULTIPLE FUEL PLANTS, SOLID + LIQUID 667, MULTIPLE FUEL PLANTS, LIQUID + NATURAL GAS 3.684, , GEOTHERMAL 623, HYDAULIC DAM , , HYDRAULIC STREAM WATER 6.790, , WIND 4.498, , THERMAL (UNLICENSED) 56, WIND (UNLICENSED) 4, DISTRIBUTION OF GENERATION IN TURKEY BY PRIMARY RESOURCES AND INSTITUTIONS Unit: SOURCES: JANUARY FEBRUARY MARCH TOTAL FUEL OIL + DIESEL + ASPHALTIT + LPG + NAPHTA HARD COAL + LIGNITE IMPORTED COAL NATURAL GAS + LNG BIOGAS + OTHERS TOTAL GEOTHERMAL TOTAL HYDRAULIC TOTAL WIND TOTAL RESOURCES Unit: kwh COMPANIES JANUARY FEBRUARY MARCH TOTAL EUAS + EUAS AFFILIATES PLANTS WHOSE OPERATING RIGHTS WERE TRANSFERRED BUILD-OPERATE PLANTS BUILD-OPERATE-TRANSFER PLANTS INDEPENDENT GENERATION COMPANIES AUTO-PRODUCERS TOTAL CONSUMPTION OF TURKEY ,587,759 2,780,591 10,028, SOLAR (UNLICENSED) 248, TOTAL , ,514 74, *** Installed Power of Turkey has become ,40 with Plants, as of CUMULATIVE COMPARISON OF 2015 MARCH MARCH EÜAŞ OPERATING RIGHT TRANSFER AUTO-PRODUCER PLANTS INDEPENDENT GENERATION COMPANIES BUILD-OPERATE PLANTS BUILD-OPERATE-TRANSFER PLANTS , TOTAL OUR INVESTMENTS FAN BASIN HEPP PROJECT: Peshqesh HEPP with installed power of 28 was commissioned in the May It is one of Fan River Basin Projects executed by Ayen AS Energji SHA in Albania. Projects are planned to be installed power of 110,70 and 380 million kwh electricity generation capacity in total. Construction phase of Fangut HEPP construction with installed power of 63,8 MV is still continuing. Its 85% was completed. It is planned to be commissioned in spring-summer season of Akbük II Wind Power Plant (WPP): Our wind power generation plant with 20 of installed power and kwh of generation capacity is planned to be established and operated in Akbük municipal of Aydın Province, Didim County within scope of the Law No The plant was accepted and has generated electricity power since 12 February Trabzon, Araklı Çankaya Dam and HEPP: Our subsidiary Araklı Energy Natural Gas Industry and Trade Inc. received Preliminary License from the Energy Market Regulatory Authority and has continued with project studies for Çankaya Dam and HEPP Project with 98,36 of installed power and kwh of power generation capacity as per Electricity Market Law numbered 6446 and related legislation. Aksu WPP: Our application for capacity increase in the Wind Power Plant with 72 of installed capacity and kwh/year energy generation capacity in Kayseri province Yahyalı District by our subsidiary Aksu Clean Energy Electricity Generation Industry and Trade Co. was accepted, total capacity of the plant was increased by 8 up to 80, and Energy Markets regulatory Authority (EMRA) amended the License. With additional turbines, Aksu Wind Power Plant s expected annual generation capacity will reach to kwh. Mordoğan WPP: Our application for capacity increase in Mordoğan Wind Power Plant with 30,75 of installed capacity and kwh kwh/year energy generation capacity in Izmir Province Karaburun District by our company was accepted, total capacity of the plant increased up to 42, and Energy Markets regulatory Authority (EMRA) amended the License. With additional turbines, Mordoğan Wind Power Plant s expected annual generation capacity will reach to kwh. 7 OUR ACTIVITIES GENER AL Location of Plant Plant Type Installed Capacity Licensee Annual Generati on Actual Generati on (January -March) Capacity Usage Rate MORDOĞA N Karaburun - İzmir Wind Power Plant 30, AKBÜK Didim - Aydın Wind Power Plant 31, YAMULA* Kızılırmak River- Kayseri w/reservoir AYEN OSTİM Ostim - Ankara Natural Gas Combined Cycle Power Plant BÜYÜKDÜZ Kürtün District- Gümüşhane w/sedimentati on pond, gate, uncontrolled spillway, and non-storage regulator AKSU Dikme Village Yahyalı- Kayseri Wind Power Plant KORKMA Z PESHQES HİT HEPP İzmir- Albania- Seferihisar- Mirdite Sığacık Peshqeshit Wind Power Plant w/sediment ation pond, gate, uncontrolle d spillway, and nonstorage regulator, river-type ,4 AKBÜK II Didim - Aydın Wind Power Plant 20 68, ,3% 78,3% 100% 25,5% 97,5% 99,8% 88% 93,1% 84,7% * Yamula HEPP Dam operates in accordance with its generation schedule because it has reservoir. Location Mordoğan WPP Ayen Ostim YAMULA HEPP Akbük WPP Aksu WPP st Period Quantity (kwh) st Period Quantity (kwh) Büyükdüz HEPP Korkmaz WPP Peshqeshit HEPP Akbük II RATIOS RELATED TO FINANCIAL STRUCTURE Basic ratios related to financial status, profitability, and debt discharging status, which are calculated on the basis of financial tables and information issued within scope of Serial II-14.1 Circular of Capital Markets Board. BASIC RATIOS / CONSOLIDATED Current Ratio 0,24 0,44 Net Debt / Shareholders' Equity 4,10 4,58 Gross profit margin (%) 0,32 0,21 Operating profit margin (%) 0,30 0,18 VAFOK Margin 0,38 0,27 CORPORATE GOVERNANCE Year-2015 Ordinary General Assembly of our Company met physically and via electronic environment at Company's headquarters at the address of Hülya Sokak No: 37 Gaziosmanpaşa, Çankaya / Ankara on 31 March 2016, with presence of Ministry's representative. Shareholders attended the meeting physically and via electronic environment. Election was made to determine Independent Members of the Board of Directors who will hold the office for three years and those who will hold the office for one year were determined. The proposal of the Board of Directors for not distributing profit was unanimously accepted. Other articles of the agenda were voted and unanimously accepted by General Assembly. Relevant officials have informed the General Assembly about the articles of agenda, which are not needed to vote. A minutes of meeting for the decisions made in the meeting, the list of attendants, and other documents were published in the Public Information Platform (KAP), Central Registration Institution Electronic General Assembly system, and Company's web site in the same day. EVENTS AFTER BALANCE SHEET A Commercial Enterprise Pledge of TRL in favor of Turkish Industrial Development Bank was established and registered on 20 April 2016 as guarantee of Loan Agreement conducted by and between our subsidiary Aksu Clean Electricity Energy Generation Corporation and TSKB - Turkish Industrial Development Bank Corporation on 27 May 2011 in relation with Aksu Wind Power Plant with 72 of installed power established within boundaries of Kayseri Province Yahyalı District. 9 10
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