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1 ANNUAL REPORT 2012

2 CONTENTS INTRODUCTION 2 Zorlu Enerji in Brief 2 About Zorlu Enerji 6 Zorlu Enerji s Operations and Planned Investments in Turkey 7 Ongoing and Planned Investments Abroad 8 Financial Highlights 10 Operations of Zorlu Energy Group 12 Zorlu Group 16 Chairman s Message 20 Board of Directors 22 General Manager s Message 28 Senior Management 2012 OPERATIONS in Brief 34 The Energy Sector in Turkey in Zorlu Enerji Elektrik Üretim A.Ş. in Electricity Generation and Sales 38 Local and Renewable Energy Investments 40 Investments Abroad 43 Zorlu Enerji s Competitive Advantages SUSTAINABILITY 46 Sustainability 48 Human Resources 50 Occupational Safety and Employee Health 51 The Environment 54 Corporate Social Responsibility REPORTS AND FINANCIAL HIGHLIGHTS 56 Risk Management 58 Internal Audit Activities 59 Board of Directors Resolution 60 Corporate Governance Principles Compliance Report 72 Profit Distribution Policy 72 Result of the Report on Affiliated Companies 73 Auditor s Report Summary 75 Independent Auditor s Report for January 1-December 31, Investor Information 141 Contact Information

3 FROM EDİRNE TO KARS, FROM RİZE TO OSMANİYE, WE GENERATE TURKEY S ENERGY. WE DERIVE OUR ENERGY FROM THE PEOPLE OF THIS COUNTRY AND WE USE IT FOR THEM IN RETURN. OUR COUNTRY NEEDS MORE ENERGY TO DEVELOP AND TO MAINTAIN ITS GROWTH. IN ORDER TO GENERATE THE ENERGY TURKEY REQUIRES, WE CONTINUOUSLY WORK TO DEVELOP A WIDE RANGE OF PROJECTS AND MAKE SIGNIFICANT INVESTMENTS. FOR A SUSTAINABLE FUTURE, WE AIM TO BECOME THE LEADER AND THE ROLE MODEL OF THE ENERGY SECTOR BY FOCUSING ON LOCAL AND RENEWABLE ENERGY AS WELL AS ON THE RICH ENERGY RESOURCES OF THIS LAND.

4 Zorlu Enerji in Brief About Zorlu Enerji Zorlu Enerji s total installed capacity in Turkey has reached 771 MW. Zorlu Enerji Elektrik Üretim A.Ş. ( Zorlu Enerji ), Zorlu Group s first company in the energy sector, was founded in 1993 as an auto producer under the Zorlu Group in order to provide electricity and steam to the Group s textile factories. Subsequently, the Company began to sell electricity and steam to non-group customers as well. Zorlu Enerji makes its investments today in line with its production strategy based on local and renewable resources. On December 28, 2012, Zorlu Enerji took over 100% of the shares of Zorlu Doğal Elektrik Üretim A.Ş. (Zorlu Doğal), which has a total electricity generation capacity of MW. Of this total capacity, MW is renewable energy (one geothermal, seven hydroelectric plants) and 15 MW is thermal energy. Additionally, in order to further strengthen the Company s consolidated financial structure, the Tereshkovo Natural Gas Power Plant in Russia, which has 170 MW electricity and 150 gcal heat production capacity, was transferred to Zorlu Holding A.Ş., together with the Kojukhovo Natural Gas Power Plant, which has 170 MW electricity and 270 gcal heat production capacity, and is currently under construction. Zorlu Enerji had 100% stakes in both the Tereshkovo and Kojukhovo power plants. After the aforementioned share transfers, as of 2012 year-end, Zorlu Enerji s investments in Turkey reached a total of 15 power plants: 2 ZORLU ENERJİ ANNUAL REPORT 2012 five thermal, seven hydroelectric, one geothermal, one wind and one diesel, with a total installed capacity of 771 MW of electricity and 269 tons/hour of steam. As one of the major players in the local market, Zorlu Enerji holds licenses for 110 MW wind power, 30 MW geothermal power and 124 MW hydroelectric power plants. The Company won the tender for Tirebolu HEPP, which will have an installed capacity of 30 MW; the Environmental Impact Assessment and licensing processes for this power plant are ongoing. In addition, Zorlu Enerji plans to complete the ongoing construction of Denizli Kızıldere Geothermal Power Plant, with an installed capacity of 80 MW, within the next year. Denizli Kızıldere facility is owned by Zorlu Doğal, and 100% of its shares are held by the Company. In order to capitalize on market opportunities, Zorlu Enerji continues to make investments abroad, in Israel and Pakistan, where there is rapidly growing demand for energy and market liberalization efforts are gaining momentum. Zorlu Enerji is among the first private sector companies to enter Israel s electricity generation market. Through its partnerships in Israel, the Company plans to set up four natural gas-fired cogeneration power plants (Dorad, Ashdod, Ramat and Solad) that will have a total installed capacity exceeding 1,000 MW. Zorlu Energy Pakistan Ltd. was founded on September 13, 2007 to set up wind power plants and to sell the electricity generated at these plants. The first phase of the wind power plant, which was commissioned in Pakistan in 2010 with a capacity of 6 MW, is actively operating. After the completion of the second phase, consisting of 28 turbines, the total capacity of the plant will reach 56.4 MW. In 2000, Zorlu Enerji undertook an initial public offering for 20% of its shares. Today, 32% of the Company s shares are listed on Borsa Istanbul. Zorlu Enerji was the first publicly listed energy company in Turkey and it is the only publicly listed energy company of the Zorlu Energy Group. As an environmentally aware and socially responsible corporate citizen in every respect, Zorlu Enerji has equipped all of its power plants with water injection systems that guarantee NOx emission under the limits set by the World Bank. With this system, waste heat is used to produce steam; as a result, environmentally friendly energy generation is made possible and heat is not released to the atmosphere. Zorlu Enerji is the first auto producer in Turkey to have received TS/EN ISO , OHSAS and ISO certifications. The Company has implemented the Integrated Management System and it is the only energy company in Turkey to hold ISO Greenhouse Emission Standard certification.

5 Zorlu Enerji s Operations and Planned Investments in Turkey Lüleburgaz Natural Gas Power Plant MW Electricity 239 t/h Steam Yalova Natural Gas Power Plant Natural Gas Cogeneration Power Plant 15.9 MW Electricity 30 t/h Steam Bursa Natural Gas Power Plant 90 MW Electricity Eskişehir Beyköy Hydroelectric Power Plant 16.8 MW Electricity Ankara Natural Gas Power Plant Natural Gas Combined-Cycle Power Plant 50.3 MW Electricity Denizli Kızıldere Geothermal Power Plant 15 MW Electricity 80 MW (*) Zorlu Enerji s Fields of Activity Hydroelectricity Natural Gas Geothermal Wind Power Plants Construction underway In operation 3

6 Tokat Hydroelectric Power Plant 5.5 MW Electricity Rize İkizdere Hydroelectric Power Plant 18.6 MW Electricity Kars Çıldır Hydroelectric Power Plant 15.4 MW Electricity Erzincan Tercan Hydroelectric Power Plant 15 MW Electricity Erzurum Kuzgun Hydroelectric Power Plant 20.9 MW Electricity Kayseri Natural Gas Power Plant MW Electricity Tunceli Mercan Hydroelectric Power Plant 20.4 MW Electricity Van Engil Diesel Power Plant (**) 15 MW Electricity Gökçedağ Wind Power Plant 135 MW Electricity (*) Scheduled to be operational in (**) Not in active operation. EXEMPLARY PROJECTS IN LOCAL STAKEHOLDER COMMUNICATION Gökçedağ Wind Power Plant Zorlu Energy Group implemented its first carbon emission project in Turkey with the Gökçedağ Wind Power Plant (WPP). In January 2008, a Carbon Emissions Trading Agreement was signed with the EcoSecurities Group. In 2009, Gökçedağ WPP, the largest project of its kind in the world, registered with the Gold Standard, a certification standard that requires certain criteria including sustainable development, environmental awareness, acknowledgement by local stakeholders and approval by independent bodies. Gökçedağ WPP is expected to reduce emissions equivalent to 302,675 tons of CO 2 per annum. Zorlu Energy Group also initiated an ornithological study at the Gökçedağ WPP construction site in During the preliminary stages of the study, the potential impacts of the plant on the flight and migration patterns of wild birds were observed. During these observations, which lasted for hours over the course of 30 days, migratory bird species, their flight heights and flight routes, which change according to wind, were tracked. As a result, it was determined that Gökçedağ WPP project did not have an adverse impact on natural bird life, on the basis of key criteria related to bird habitats.

7 Zorlu Enerji in Brief Zorlu Enerji s Operations and Investments Abroad Solad Power Plant Natural Gas Combined-Cycle Power Plant 100 MW Electricity 70 tons/hour Steam Dorad, Ashdod and Ramat Power Plants Natural Gas Combined-Cycle Power Plants 975 MW Electricity 110 tons/hour Steam Pakistan Wind Power Plant Renewable Power Plant 6 MW In Operation 50.4 MW Construction Underway Zorlu Enerji s Fields of Activity Hydroelectricity Natural Gas Power Geothermal Wind In operation Construction Plants underway In project financing stage

8 Zorlu Enerji in Brief Zorlu Enerji s Operations and Planned Investments in Turkey Stake (%) Region Electricity Generation Capacity (MW) Steam Generation Capacity (tons/hour) Power Plants in Operation Natural Gas 100 Bursa Ankara Kayseri Lüleburgaz Yalova Diesel 100 Van (*) 15 Hydroelectricity 100 Erzincan Erzurum Eskişehir Kars Rize Tokat Tunceli Geothermal 100 Denizli 15 - Wind Osmaniye Construction underway Geothermal 100 Denizli 80 - Current Licenses Hydroelectricity 99.9 Dalaman 124 Geothermal 73 Alaşehir 30 Wind 85 Sarıtepe, Demirciler 110 Renewable energy licenses total 264 MW Stake (%) Region Electricity Generation Capacity (MW) Steam Generation Capacity (tons/hour) PLANNED INVESTMENTS Hydroelectricity 100 Giresun Tirebolu (**) 30 - (*) Not in active operation. (**) Licensing and pre-investment stages of the project, won by tender, are still in progress. 6 ZORLU ENERJİ ANNUAL REPORT 2012

9 Ongoing and Planned Investments Abroad Country Power Plant Type of Power Plant Generation Capacity Stake (%) Current Status Israel Dorad Natural Gas Power Plant Natural Gas Combined-Cycle Power Plant 800 MW 25 Construction of the power plant started in 2011 and is still in progress. Israel Ashdod Natural Gas Power Plant Natural Gas Combined-Cycle Power Plant 55 MW+ 40 tons/hour steam (*) Construction of the power plant started in September 2012 and is still in progress. Israel Ramat Negev Natural Gas Power Plant Natural Gas Combined-Cycle Power Plant 120 MW+ 70 tons/hour steam (*) Construction of the power plant started in September 2012 and is still in progress. Israel Solad Natural Gas Power Plant Natural Gas Combined-Cycle Power Plant 100 MW+ 70 tons/hour steam (**) Project is in the financing stage. Pakistan Jhimpir Wind Power Plant Renewable energy power plant 56.4 MW 100 The first phase of the project, consisting of five turbines with a capacity of 6 MW, was commissioned in Construction of the second phase, which has an installed capacity of 50.4 MW, is almost completed and will be commissioned in (*) All shares of Ashdod Energy Ltd. and Ramat Negev Energy Ltd. have been transferred to Ezotech Electric Ltd., in which Zorlu Enerji holds a 42.15% stake. After this change in shareholding structure, Zorlu Enerji became an indirect partner in both projects. (**) Zorlu Enerji increased its stake in Solad Energy Ltd. from 26.24% to 42.15%, following the completion of the share transfer with Edeltech Ltd., the other partner in Solad Energy Ltd. 7

10 Financial Highlights In 2012, the decrease in net debt and the increase in shareholders equity paved the way for new investments. Financial Highlights (US$ thousand) Revenues 293, ,432 Operating Profit (Loss) 419,765 (30,501) EBITDA 39,254 10,832 Net Profit (Loss) 328,699 (243,929) Total Assets 2,796,108 1,805,132 Gross Profit/Revenues (%) EBITDA Margin (%) (**) Shareholders Equity 324,482 (69,569) Gross Debt (*) 2,212,804 1,534,989 Net Debt (*) 811,121 1,268,699 (*) Including other payables to related parties and other short &long term receivables from related parties (excluding Dorad). (**) Excluding one-off US$ 421,766 th. (TL 756,016 th.) profit from participation sale reflected in the other operational income. Net Debt (US$ thousand) ,121 Shareholders Equity (US$ thousand) (69,569) 1,268, ,482 Generation December 2012 December 2011 Electricity (kwh) 1,816,233,751 2,220,678,441 Steam (tons) 604, ,046 Sales Electricity (generation) (kwh) (*) 1,739,732,691 2,137,122,785 Electricity (commercial) (kwh) 1,065,319, ,249,510 Steam (tons) 604, ,046 (*) Excluding Rosmiks LLC s electricity sales of 718,294,536 kwh and heat sales of 53,973 gcal in 2012 within the scope of discontinued operations. Shareholder Structure 32% Share Price Summary (TL) (*) Number of Shares 500,000,000 Number of Shares (Free Float) 159,905,814 Highest Share Price During the Year 1.50 Lowest Share Price During the Year 1.00 Year-End Price 1.15 Market Capitalization (**) 575,000,000 (*) On June 29, 2012, the Company undertook a cash capital increase of TL 218,335,000 through a 77.5% rights issue. Accordingly the Company s paid-in capital reached TL 500,000,000. (**) As of December 31, % 17.5% 45.7% Zorlu Holding A.Ş. Korteks Mensucat San. ve Tic. A.Ş. Other Zorlu Group Publicly Held 8 ZORLU ENERJİ ANNUAL REPORT 2012

11 9

12 Operations of Zorlu Energy Group Deriving strength from its integrated structure, Zorlu Energy Group plans to grow with local and renewable energy resources. In addition to the electricity and steam generation operations carried out by Zorlu Enerji Elektrik Üretim A.Ş., the Group s only publicly listed company, Zorlu Energy Group is also actively engaged in electricity and natural gas trading, natural gas distribution, turnkey delivery of power plants including the project development process, and long-term maintenance and operation services, through its integrated projects. Electricity Sales and TradING Zorlu Elektrik Enerjisi İthalat İhracat ve Toptan Ticaret A.Ş. was established in 2000 to conduct the trade and sales of electricity generated by the Zorlu Enerji, Zorlu Doğal and Rotor companies of Zorlu Energy Group. Zorlu Elektrik s fields of activity include forecasting demand and price, production planning, pricing, conducting sales, providing risk and portfolio management, carrying out reconciliation and billing. The Company makes direct sales to individuals and corporations that are considered to be eligible customers. Natural Gas Distribution and TradING Through its two companies, Trakya Bölgesi Doğal Gaz Dağıtım A.Ş. and Gazdaş Gaziantep Doğal Gaz Dağıtım A.Ş., Zorlu Energy Group undertakes the designing projects of mains and infrastructure investments, commissioning of completed infrastructure investments and distribution of natural gas to customers in the Thrace region and in Gaziantep. The Group is committed to providing customers with uninterrupted service and a safe gas supply. On the trading side, in addition to the natural gas purchases from importers, Zorlu Doğal Gaz İthalat İhracat ve Toptan Ticaret A.Ş exports and sells in the domestic market the compressed natural gas (CNG) and liquefied natural gas (LNG) purchased from domestic and foreign markets. 10 ZORLU ENERJİ ANNUAL REPORT 2012

13 Power Plant Construction Through the operations of Zorlu Endüstriyel ve Enerji Tesisleri İnşaat Ticaret A.Ş. in Turkey and abroad, Zorlu Energy Group is engaged in the turnkey delivery of power plants by providing feasibility, engineering, construction and installation services. Established in 2000 with the aim of developing and carrying out projects for industrial and energy plants, the Company has undertaken the EPC (Engineering, Procurement, Construction) works of Zorlu Enerji s power plants. Having delivered the turnkey installation of Gökçedağ Wind Power Plant, the Company is also the EPC contractor of the natural gas power plants in Russia and Lüleburgaz. Through Zorlu Industrial Pakistan Ltd., of which it owns 100% shares, the Company is currently carrying out the installation of the wind power plant in the Jhimpir region of Pakistan. Maintenance, Repair and Operation Services Zorlu O&M, another Group company, provides operation and maintenance services for many cogeneration and combined-cycle thermal power plants located in Turkey and abroad, as well as for hydroelectric, wind and geothermal power plants. The Company has undertaken several important projects abroad, and it carries out the maintenance of all public LM series gas turbines in Greece. Investments in Russia Under the restructuring efforts initiated in 2012, Tereshkovo Natural Gas Power Plant in Russia, which has 170 MW electricity and 150 gcal heat production capacity, was transferred to Zorlu Holding A.Ş., together with Kojukhovo Natural Gas Power Plant, which has 170 MW electricity and 270 gcal heat production capacity, and is currently under construction. Zorlu Enerji had 100% stakes in both the Tereshkovo and Kojukhovo power plants. The purpose of this transfer was to further strengthen the consolidated financial structure of the Company. 11

14 Zorlu Group Home Textiles, Polyester Yarn Electronics, Information Technologies and Consumer Durables Energy Korteks-Zorluteks The largest integrated manufacturer and exporter of polyester yarn in Europe and the Middle East. Europe s leading home textiles company. Vestel One of the leading ODM providers of TVs, white goods, and digital products for the European Market. One of the major players in the European LCD TV market with a growing market share. Production facilities in Manisa. One of the top three players in the domestic LCD TV and white goods market through its well-known Vestel brand. Zorlu Energy Group One of the leading players in the domestic market with 771 MW of installed capacity. Ongoing investments in Pakistan and Israel as well as in Turkey. Active in electricity and natural gas trade, natural gas distribution, turnkey installation of power plants including the project development process, and long term maintenance and operations services. Sales Revenue (*) (US$ million) 728 Sales Revenue (*) (US$ million) 4,192 Sales Revenue (*) (US$ million) 590 (*) 2012 figures. 12 ZORLU ENERJİ ANNUAL REPORT 2012

15 Real Estate Mining Factoring Zorlu Real Estate and Development Meta NIkel Kobalt Zorlu FactorIng Zorlu Real Estate Group was established in 2006 to develop, sell, lease and operate high quality residential and office complexes, business centers, shopping centers, hospitals, hotels or mixed-use real estate projects at prime locations in Turkey and abroad. The Group s ongoing projects: Zorlu Center and Zorlu Levent Office. Turkey s first mixed-use real estate development project with five different functions, Zorlu Center, consists of performing arts center, hotel, offices, shopping center and residences. Located on Istanbul s Büyükdere Caddesi, Zorlu Levent Office is a 40-storey, 161-meter high A+ office building. Objective: To become a major regional supplier in nickel and cobalt. Nickel-cobalt investment projects in Gördes, Eskişehir and Uşak. The Gördes project has 300 thousand tons of proven reserves, with total planned investment of about US$ 300 million. Established in Istanbul in November 2012 to offer domestic and factoring services abroad. Zorlu Factoring plans to provide services all across the country by expanding its branch network all over Turkey in the coming period. Zorlu Factoring targets medium and large size firms, as well as leading companies with a wide supplier and dealer network. Total Planned Investment for the Zorlu Center and Zorlu Levent Office Projects (US$ million) 2,800 Investments to Date (US$ million) 100 Target Total Asset Size (**) (US$ million) 140 (**) As of year-end

16 OUR ENERGY IS TURKEY S ENERGY Gökçedağ WPP, commissioned in 2010 with a capacity of 135 MW, continues to generate electricity. In addition, the Company has licenses for two more wind power plants, one in Osmaniye-Sarıtepe with a capacity of 50 MW, and the other in Demirciler with a capacity of 60 MW. 14 ZORLU ENERJİ ANNUAL REPORT 2012

17 15 Bahçe and Hasanbeyli, Osmaniye.

18 CHAIRMAN S MESSAGE Companies that aim to secure a permanent place in the energy sector should have a robust corporate and financial structure and they should also adopt the sustainability of resources as a business approach. 16 ZORLU ENERJİ ANNUAL REPORT 2012

19 Turkey is growing despite the global crisis. The global crisis, which has gripped the world since 2008, began to ease in Meanwhile, the year 2012 witnessed major political and economic developments triggered by a number of issues, including the sovereign debt concerns in the Euro zone and the Arab Spring rapidly spreading in North Africa and the Middle East. The IMF s World Economic Outlook report estimates that global economic growth will be 3.6% in 2013, while 1.5% growth is forecasted for advanced economies. In addition to the projected economic slowdown for developed countries, the fluctuating oil and commodity prices due to ongoing political tensions in the Middle East emerge as another risk for developing countries. Despite these adverse conditions in the surrounding region, the Turkish economy maintained its stable growth, even though it lost some momentum during the last year. The fact that exports hit a record high in 2012 obviously proved that our economy has remained on solid footing. The strong performance in foreign trade coupled with fiscal improvements led to a decrease in the current account For the private sector to play a more active role in all areas of business, the market must be liberalized; a transparent market structure that allows for pricing based on predictable costs and eliminates crosssubsidization must be formed. deficit and a decline in the inflation rate. As a result of these positive developments, Turkey recorded 2.2% economic growth in Furthermore, Fitch, an international rating agency, raised Turkey s sovereign credit rating to investment grade. While global energy demand increases, developing countries are becoming even more important. Factors such as population growth, industrialization, urbanization and globalization all help enhance trade opportunities, and thus increase the demand for energy. International Energy Agency (IEA) projections indicate that global energy consumption will increase 60% in the coming 25 years. In that respect, developing countries, whose energy consumption is rising faster than the world average, are becoming increasingly important. As a bridge transporting the rich hydrocarbon resources of the east to the western countries by major pipeline projects such as Nabucco, South Stream and Trans-Anatolian, Turkey assumes a strategic role in the world s energy market. In 2012 our country developed new projects to increase its competitive edge in the global arena, and seized a critical opportunity to become a global power in the natural gas trade. For a stronger energy sector in Turkey, the liberalization of the market is ESSENTIAL. With the liberalization of the energy market, Turkey s energy potential will most likely be reflected in the economy more rapidly. For the private sector to play a more active role in all areas of the energy business, the market must be liberalized; development of a transparent, predictable, uniform, unbiased market with cost-based pricing, and without cross-subsidies, is essential. Nevertheless, we should also point out that some steps taken in 2012 helped to invigorate our sector. One of these developments, which positively affected us and all other players in the market, was the lowered eligibility limit in electricity trading. Additionally, the Energy Exchange initiative is of key importance for the 17

20 CHAIRMAN S MESSAGE Zorlu Enerjİ conducts its activities with the understanding that creating a clean world is possible by using renewable and local resources. liberalization of the energy sector in Turkey; in terms of ensuring energy supply security, increasing the competitive advantage in the global arena and enabling the specialization of both producers and suppliers. Another exciting development for the energy sector was the new Electricity Market Law enacted by the Turkish Grand National Assembly in March 2013 which not only protects existing investors but also encourages new investors to enter the market. The government s announcements regarding the adoption of the EU s Climate Change Program and the amendments in the Natural Gas Market Law are creating positive expectations for the future of our sector. Private sector investments in energy are increasing. Thanks to its growth over the last five years, Turkey s energy sector has begun to play an important role in shaping domestic and international policies; hence, investors interest in energy sector increased. However, it should be remembered that energy investments are long term investments and require patience. Companies that aim to secure a permanent place in the energy sector must have a robust corporate and financial structure; additionally they should also adopt the sustainability of resources as a business approach. And this means that energy companies must prioritize the public interest above all else. We produce fair energy from correct resources. As one of the leading energy companies in Turkey, we base our corporate strategy on public interest and environmental protection. We are working to provide eco-friendly, local and renewable energy sources for Turkey s economy and energy sector. As we plan our investments in a rational and environmentally friendly manner to meet the increasing energy demand both in our country and across the world, we always strive to address the issues of global warming, climate change and carbon emissions, and believe that other energy producers in the country should also set their economic and social development targets at the same level of awareness. Zorlu Enerji conducts its activities with the understanding that creating a clean world while producing energy is possible by using renewable and local resources. In 2012, 34% of our total installed capacity in Turkey consisted of renewable energy investments. In order to increase this percentage, we continuously devise new corporate strategies 18 ZORLU ENERJİ ANNUAL REPORT 2012

21 and make geothermal, wind and hydroelectric energy investments, which we consider very important in terms of renewability. Zorlu Enerji maintained its steady growth in 2012 as well was an investment intensive year for Zorlu Enerji in preparation for We made significant progress in the construction of the Kızıldere Geothermal Power Plant, Pakistan Wind Power Plant and Dorad Natural Gas Power Plant in Israel, all of which we plan to commission in In 2012, our capital expenditures totaled US$ 111 million, and we reported revenues of US$ 293 million. In all our activities, we never compromised our environmentally friendly initiatives. Zorlu Enerji was the only energy company in Turkey to participate in the Carbon Disclosure Project in 2010; the Company received the Carbon Disclosure Leadership Award which was given for the first time under this important initiative in Zorlu Enerji ranked among the top five Carbon Disclosure Leaders in 2012 as well. As a responsible corporate citizen, we create value added for our sector. At Zorlu Enerji we strive to add value to the sector through our corporate responsibility projects, and implement various initiatives to contribute to the sustainability of our world. We feel it is our primary duty to share our know-how and awareness with other players in the sector, our stakeholders and with every segment of society. Therefore, pursuing carbon free activities and educating the country s children, who are the future of our world, on environmental issues and energy form the foundation of our corporate social responsibility efforts. As an aware, responsible and sector leading company, Zorlu Enerji plans to continue actively contributing to the development of our country and the sustainability of life in I would like to take this opportunity to thank all our employees for their efforts in helping us implement our strategies, our shareholders and all our stakeholders for their support. We beamed with the well-deserved pride at ranking fourth among top Carbon Disclosure Leaders in 2012, and we stood out with our high disclosure score. Zekİ Zorlu Chairman of the Board of Directors 19

22 BOARD OF DIRECTORS (*) Zeki Zorlu Chairman of the Board of Directors E. Melih Araz Vice Chairman of the Board of Directors Olgun Zorlu Board Member Selen Zorlu Melik Board Member Bekir Cem Köksal Board Member Prof. Dr. A. Can Tuncay Board Member Burak İ. Okay Board Member (*) The Board of Directors of Zorlu Enerji Elektrik Üretim A.Ş. comprises seven members, three of whom are non-executive members, two are independent members, and two are executive members. Board Members Mr. Elmas Melih Araz and Mr. Aziz Can Tuncay meet the independent member criteria in accordance with the Capital Markets Board s Corporate Governance Principles. 20 ZORLU ENERJİ ANNUAL REPORT 2012

23 Zeki Zorlu Chairman of the Board of Directors ( Denizli) Zeki Zorlu began his professional career in a family owned textiles company in Babadağ, Denizli, and opened his first textiles store in Trabzon. In 1976, he established Korteks Mensucat Sanayi ve Ticaret A.Ş., laying the foundation of Zorlu Holding. In addition to its textiles sector investments, Zorlu Group entered the electronics and white goods sector with Vestel, which the Group acquired in 1994; subsequently, the Group also entered the energy sector in 1996 and the real estate sector in Today, Zorlu Group has 25,000 employees and 60 companies under its roof. Mr. Zorlu serves as the Co-Chairman of the Board of Directors at Zorlu Holding as well as the Chairman of the Group companies operating in the textiles and energy sectors. E. Melih Araz Vice Chairman ( Istanbul) E. Melih Araz graduated from Robert College in 1967 and from Ankara University, Faculty of Political Sciences in After completing his MBA at the Kelley School of Business at the University of Indiana in 1975, he continued his education at Harvard Business School in Executive Management. Mr. Araz began his professional career at Citibank N.A. Turkey and assumed executive positions at the bank s branches in Istanbul, Izmir, Bahrain, Athens and New York. He also undertook key responsibilities in the founding and expansion of Citibank Turkey. Subsequently, he continued his banking career as General Manager at Interbank A.Ş. and played a leading role in elevating the bank to a highly reputable position in corporate and investment banking in Turkey. Mr. Araz now serves as a consultant for various companies in finance and strategic management. Additionally, he is the Vice Chairman of the Board of Directors at Zorlu Enerji Elektrik Üretim A.Ş.; Executive Board Member at Ata Yatırım A.Ş.; and Board Member at İzmir Enternasyonel Otelcilik A.Ş., Entegre A.Ş., Ata Gayrimenkul Yatırım Ortaklığı A.Ş., Ata Portföy Yönetimi A.Ş., Burger King China Corporation, and Enka İnşaat A.Ş. Olgun Zorlu Board Member ( Trabzon) After completing his higher education in the United Kingdom, Olgun Zorlu began his professional career in 1986, gaining management experience in the textiles companies of the Zorlu Group. In 1998, he began serving as Board Member at Zorlu Holding. In addition to his current responsibilities as Board Member at Zorlu Enerji Elektrik Üretim A.Ş., Mr. Zorlu also serves as Board Member at Zorlu Holding and its subsidiaries. Selen Zorlu Melik Board Member ( Trabzon) Selen Zorlu Melik graduated from Uludağ University, Faculty of Economics and Administrative Sciences, Department of Business Administration. She began her professional career at Denizbank in Following her internship at Denizbank Bursa Branch, she joined the Management Trainee Program at the same bank in After working in a number of positions at Denizbank headquarters, Mrs. Zorlu Melik attended a Marketing Certificate Program at the University of California, Berkeley (USA) in Subsequently, she started to work at Korteks Yarn Plant in 2002, and became a Board Member at the same Company in She has been serving as Vice President at Zorlu Energy Group, Board Member at Zorlu Enerji Elektrik Üretim A.Ş., and also as Board Member at several Zorlu Group companies since As of April 2012, Mrs. Zorlu Melik acts as Deputy President of Zorlu Energy Group. bekir Cem Köksal Board Member ( Ankara) Bekir Cem Köksal graduated from Boğaziçi University, Department of Mechanical Engineering in 1988, and received his master s degree from Bilkent University in Subsequently, he worked in the banking industry from 1990 to In 1997, he was appointed Assistant General Manager at Denizbank, and in 2002 he joined Vestel as Chief Financial Officer. Mr. Köksal currently serves as Executive Board Member in charge of Finance at Vestel. He was elected Board Member at the 2011 Ordinary General Meeting of Zorlu Enerji Elektrik Üretim A.Ş., held on May 31, Prof. Dr. A. Can Tuncay Board Member ( Ankara) A. Can Tuncay graduated from the Faculty of Law at Ankara University in He started his academic career as an assistant in the Faculty of Law at Istanbul University in During his academic career, Dr. Tuncay received his PhD in law in 1975, became an associate professor in 1980 and professor of law in 1988; his area of expertise is Occupational Law and Social Security. He retired from Istanbul University in 2000, but continued to lecture at Yeditepe University s Faculty of Law. Appointed Board Member at Zorlu Enerji Elektrik Üretim A.Ş. in 2006, Dr. Tuncay continues to lecture at Bahçeşehir University, Department of Law on Occupational Law and Social Security. In addition to his lecturing duties, Dr. Tuncay has also worked for many years as an independent lawyer and served as legal advisor for numerous companies. He has also served as member of the Legal Council of the National Olympic Committee of Turkey and of the Arbitration Board of the Turkish Football Federation. Burak İ. Okay Board Member ( Ankara) Burak İ. Okay graduated from the Faculty of Law at Ankara University in After completing an International Law Certificate Program in New York, he embarked on his professional career at Türkiye İş Bankası, Department of Legal Consultancy. He later worked at Garanti Bankası, MNG Bank and Nortel Networks Netaş, respectively, before joining Bener Law Firm as an executive. Mr. Okay joined Zorlu Group in 2006 and played an active role in the structuring of the legal department that serves all Group companies. He continues to work as the Legal Coordinator for Zorlu Group and has been a Board Member at Zorlu Enerji Elektrik Üretim A.Ş. since

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