CONCESSION AGREEMENT

(Establishment, Operation and Electricity Sales of Hydroelectric Power Plants)

Note: This draft combines the classic concession model under Law No. 3096 with provisions adaptable to current institutions/terminology following Law No. 6446 on the Electricity Market . Alternatives in parentheses and [option] fields in square brackets will be selected according to the required regime.

ARTICLE 1 – PARTIES

1.1. Administration/Ministry: Republic of Turkey Ministry of Energy and Natural Resources (“Ministry”).
1.2. Company: [Title] [MERSİS] [Address] (“Company”).
1.3. Other Organizations:

• DSİ: General Directorate of State Hydraulic Works
• TEİAŞ: Turkish Electricity Transmission Corporation.
• EÜAŞ: Electricity Generation Inc. [if applicable]
• TEDAŞ / Designated Supply Company: [Relevant designated company/supplier]
• EPDK: Energy Market Regulatory Authority
• EPİAŞ: Energy Markets Operating Company Inc. [if there is market participation]

If the 3096 regime is to be used, the TEAŞ/TEDAŞ terminology and the "ESA – Electricity Sales Agreement" references will be preserved as they are; in the scenario after 6446, reference will be made to the framework of PPA/YEKDEM/bilateral agreements.

ARTICLE 2 – SUBJECT OF THE AGREEMENT

2.1. Construction, financing, operation, maintenance of [Project Name] Hydroelectric Power Plant (“ Plant ”) and auxiliary facilities with a total installed capacity of [..] MW, consisting of [..] units, each with a power of [.. ] MW, within the borders of [Province] [District] , and transfer of these facilities to the Ministry [or an organization designated by the Ministry] free of charge at the end of the term . 2.2. Sale of the generated electricity to [TEDAŞ/Authorized Supply Company/Free Consumer/EPİAŞ markets] within the scope of [ESA/PPA/bilateral agreement].

ARTICLE 3 – TIME LIMITS

3.1. Investment Period: [..] months from the date of site handover.
3.2. Operating Period: [..] years from the date of commercial operation.
3.3. Extension: Conditional extension provisions [according to Article 29].

ARTICLE 4 – DEFINITIONS AND ABBREVIATIONS

4.1. The main terms used in this Agreement are: Ministry, DSI, TEİAŞ, TEDAŞ/Authorized Supply Company, EPDK, EPİAŞ, EEF [if any], Equity, Facilities, Project Documents, Company Fault, Tariff/PPA Price, Feasibility Report, ESA/PPA, Independent Consultant, Commercial Operation Date, Trial Operation, YEKDEM, etc. Detailed definitions are given in Annex A.

ARTICLE 5 – TOTAL INVESTMENT AMOUNT AND ESCALATION

5.1. Total Investment Amount: [..] US Dollars (“ TYT ”). 5.2. TYT includes all items including land/zoning/EIA/permits, expropriation, construction, electromechanical, connections, commissioning, financing costs, and insurance. 5.3. Escalation: Based on the US CPI (all items) from the effective date of the contract to the date of commercial operation , escalation will be applied according to the distribution of the investment over the years . Investment period loan interest/expenses are not subject to escalation . 5.4. Cost increases not attributable to the company will be reflected in TYT with the approval of the Ministry ; differences in estimates/quantities/items that do not require project changes will not be reflected. 5.5. In case of delays due to company fault, escalation will not be applied for the duration of the delay .

ARTICLE 6 – DESIGN, INVESTMENT AND CONSTRUCTION PRINCIPLES

6.1. Feasibility: Supported by geographical, hydrological, geological, seismic, and meteorological data; all data and assumptions are the responsibility of the Company. 6.2. Projects: Prepared in accordance with national legislation and TS/IEC/IEEE standards (minimum), TEİAŞ/DSİ implementation criteria, and APK-359 equivalent requirements; submitted to the Ministry and relevant institutions for approval. 6.3. Review-Approval Schedule: Initial submission [..] months; resolution of returned issues [..] months; final approval [..] months. 6.4. Revisions: Requested with a reasoned report and impact analysis; not implemented unless approved. 6.5. Liability: Approval does not relieve the Company of liability for defects/compliance . 6.6 . Renewal/Expansion: Carried out with the same principles. 6.7. Interconnection: Protection/SCADA/automation requirements are met through TEİAŞ connection and system usage agreements.

ARTICLE 7 – FINANCING AND ADDITIONAL FINANCING

7.1. All financing (including taxes, duties, and fees) during the investment/operating period is provided by the Company ; principal and interest repayments are the responsibility of the Company. 7.2. Additional costs beyond the Company's fault are financed with credit/equity, subject to offsetting insurance claims , and are reflected in the tariff/PPA price . 7.3. Costs arising from the Company's fault are borne by the Company and are not reflected in the tariff . 7.4. Interim financing is provided in case of delays in insurance claims; claims subsequently collected are used to repay these loans. 7.5. (3096 regime) EEF related provisions apply [if any].

ARTICLE 8 – LOAN TERMS AND CONDITIONS AND NOTIFICATION

8.1. Credit records/terms and the withdrawal and repayment schedule to the Ministry ; if the Ministry does not approve, of [..] months .
8.2. Annex-B Financial Analysisare subject to Ministry approval; their impact on pricing is reflected in the tariff/PPA.

ARTICLE 9 – LEGISLATIVE AND INCENTIVE AMENDMENTS

9.1. Provisions affecting the parties as a result of post-contractual legislative/incentive changes included in the contract ; the effect of the change is reflected symmetrically in the tariff/PPA (Change in Law).

ARTICLE 10 – WORK PROGRAM AND REPORTING

10.1. Activities between signature and commencement of construction [..] months ; progress reports during the construction period [..] months . 10.2. Independent Consultant submits monthly technical compliance reports. 10.3. Deviations from the work schedule are reported with justifications; revisions are subject to approval.

ARTICLE 11 – DELAYS

11.1. Events that pose a risk of delay immediately .
11.2. Additional costs for delays due to company fault are not reflected in the tariff , and no escalation is applied.

ARTICLE 12 – INSURANCE

12.1. Compulsory insurances:

• Third-party financial liability
• Construction All-Risk (CRIS) (Up to Commercial Operation)
• Transportation
• Facility asset (replacement value)
• Natural Disaster All-Risk
• Employer's Financial Responsibility and CSR [if applicable] 12.2. Policies will be in favor of the Ministry / in favor of the Company; premiums and expenses will be paid by the Company. 12.3. Investment period premiums are included in the TYT; operating period premiums are included in the O&M expense. 12.4. Coverage changes are subject to Ministry approval; costs will be reflected in the pricing according to the relevant period. 12.5. Policies and payment receipts will be submitted within [..] months . 12.6. If the contract is terminated, the insurance income belongs to the Ministry.
  
  
  
  

ARTICLE 13 – COMMISSIONING, ACCEPTANCE AND COMMERCIAL OPERATION

13.1. Once trial operation is completed on a unit basis, the Acceptance Committee is invited; acceptance is carried out according to the Electrical Installations Acceptance Regulation . 13.2. System integration, public safety, performance, and project/standard compliance are inspected. 13.3. After provisional acceptance, the energy produced is sold to [TEDAŞ/Authorized Supply/EPİAŞ] according to ESA/PPA conditions. Production during trial operation is free of charge [otherwise, see Appendix C]. 13.4. All connection and interconnection lines are completed by the Company before the first unit . 13.5. Commercial operation begins immediately after the provisional acceptance of the last unit

ARTICLE 14 – OTHER AGREEMENTS

14.1. The following shall be concluded in accordance with the principles of the Agreement:

• ESA/PPA (Energy Sales Agreement / Bilateral Agreement)
• Water Use Agreement (DSI)
• Independent Consultant Contract
• Funding/Financing Agreements (EEF/loans)
• Insurance Contracts
• Construction EPC / Electromechanical TED / O&M Contracts
• TEİAŞ Connection and System Usage Agreements

ARTICLE 15 – FINAL PROJECTS AND TECHNICAL FILES

15.1. Final projects, test reports, assembly instructions, and revision records are submitted to the Ministry within [..] months after the commencement of commercial operation; they are made available for access at the project site

ARTICLE 16 – INVESTIGATION OF AVAILABLE WATER FLOWS

16.1. Installation of current meters and accredited measurement before construction . 16.2. Joint study of average available current by DSI and the Company every year after construction; annual revision based on the [...] annual average and reflection in the tariff/PPA . 16.3. Production principles are redefined in case of upstream/downstream new facility impacts.

ARTICLE 17 – ENERGY PRODUCTION PROGRAM

17.1. Production is carried out according to the annual operating program under the coordination of the Ministry. 17.2. It is essential that the average annual production foreseen in the feasibility study is not exceeded; in case of deviation due to company fault, ESA/PPA penalty provisions will be applied. 17.3. TEİAŞ/TEDAŞ revisions are complied with in case of system security and condition changes

ARTICLE 18 – PROGRAM CHANGES DUE TO COMPANY REASONS

18.1. Production disruptions within the control of the system shall be reported immediately to the Ministry and the buyer, with the causes and a plan for remediation, no later than [..] days . 18.2. No payment shall be made for production corresponding to the water taken from the spillway .

ARTICLE 19 – PAYMENT PRINCIPLES

19.1. Operating period: January 1–December 31. A break period applies for the first year following commercial operation. 19.2. Payment is made for energy produced or made available on a monthly basis in accordance with ESA/PPA. 19.3. Production above/below the annual program is offset against the sales price for the relevant year ; excess production revenues belong to the Company; the Company cannot claim for underproduction [excluding water revenue exceptions].

ARTICLE 20 – ENERGY SALES TARIFF / PPA PRICE

20.1. The average tariff is determined based on [..] c/Wh (USD) [or PPA unit price] for an operating period of [..] years . 20.2. The tariff/PPA is revised annually according to Annex-B Financial Analysis and Annex-D Price Revision Principles ; it is adapted to production/program changes arising from Articles 16–17 . 20.3. Payment terms, default interest, and delay provisions are regulated in the ESA/PPA . 20.4. Cost increases/decreases due to reasons beyond the company's control are reflected symmetrically in the new price.

ARTICLE 21 – ANNUAL ACTIVITY REPORTS

21.1. Business reports, income and expense statements, balance sheets and statistics [..] days before the general assembly; the Ministry appoints an observer if it deems it necessary.

ARTICLE 22 – FORCE MAJEURE

22.1. Definition: Events that, despite due diligence, could not be prevented and significantly affect the performance (natural disaster, epidemic, war/mobilization, terrorism/sabotage, major accidents/fires, strikes/lockouts, archaeological findings, nuclear/chemical fallout, etc.). 22.2. Notification: Initial notification within [..] days of commencement ; detailed report and evidence within [..] days of termination. 22.3. Determination of Impacts: Joint committee determination; work/operating program and TYT and tariff/PPA are fairly revised. [If EEF/Reimbursement exceptions apply] 22.4. Termination options if cumulative disruption exceeds [..] days / [..] months threshold (Article 27/b).

ARTICLE 23 – INSPECTION

23.1. Facilities and activities are subject to inspection by the Ministry (and/or the organization it designates). 23.2. A reasonable time will be given to remedy any irregularities; if they are not remedied, Article 27 will apply; the Ministry may take measures to ensure the continuity of public service, with the costs borne by the Company .

ARTICLE 24 – SAFETY, ENVIRONMENT AND OCCUPATIONAL HEALTH AND SAFETY

24.1. All measures for the safety of life/property of third parties during construction and operation; Occupational Safety and Health, Environment, Water Law, Biodiversity, Fish Passages, Downstream Regime obligations. 24.2. If public safety risks are not eliminated despite written warning, the Ministry may seize the operation ; the costs shall be borne by the Company. 24.3. EIA , environmental monitoring, sediment management and emergency plans are regulated in Annex E.

ARTICLE 25 – MAINTENANCE AND REPAIR

25.1. Facilities shall be kept in good and working order, except for normal wear and tear . 25.2. Defects not rectified within [..] days despite written warning may be rectified by the Ministry; costs shall be collected from the Company and shall not be reflected in the tariff .

ARTICLE 26 – GUARANTEES

26.1. Prior to signing, a bank guarantee letter of %[..] of the TYT . 26.2. In case of deficiencies in the provisional acceptance, the guarantee can be converted into cash; return after [..] months from the TIT. 26.3. Transfer guarantee of %[..] of the TYT, realized 1 year before the expiry date ; return when the transfer conditions are met. 26.4. Guarantee costs are included in the TYT.

ARTICLE 27 – TERMINATION OF THE AGREEMENT

27.1. Company Fault: In case of breach of contract and disruption of investment/operation, a rectification period of [...] days ; termination if continued. Investments made are transferred to the administration free of charge . Usable works are determined by the committee; credit balances deemed appropriate may be assumed by the Treasury/Ministry [under the 3096 regime]. 27.2. Force Majeure: Termination by mutual agreement of the parties or if cumulative disruption thresholds are exceeded; equity related to the project not recovered under the tariff is paid; credit balances may be assumed by the appropriate institution; collateral is returned. 27.3. Provisions for offsetting receivables and payables after termination and preparation for the cycle are in Appendix F.

ARTICLE 28 – EXPIRY OF TERM

28.1. The public institution to be transferred will be determined at least [..] months before the end of the term. 28.2. All assets will be transferred free of charge , free from debts and liabilities , in good condition and operational . 28.3. A suitability assessment will be carried out by an independent organization [..] days before the transfer ; any deficiencies will be covered by the security deposit; if insufficient, the amount will be collected from the Company's receivables and general provisions. 28.4. Spare parts/warehouse stock for which payment has been made according to the tariff will be transferred.

ARTICLE 29 – EXTENSION OF TIME

29.1. The company submits its request [..] months before the expiry date ; the Ministry decides within [..] months . Extensions are possible based on new principles and tariff/PPA

ARTICLE 30 – EDUCATION AND INFORMATION TRANSFER

30.1. Prior to the transfer, on-site training for the personnel of the acquiring organization for [..] days ; the training plan and scope Appendix-G. Training costs are borne by the acquiring party [or a cost-sharing model].

ARTICLE 31 – TAXES, DUES, FEES

31.1. All taxes, duties, fees, and charges arising from the contract and its execution shall be borne by the Company [subject to legal exceptions].

ARTICLE 32 – MISCELLANEOUS PROVISIONS

32.1. Expropriation: Expropriation is carried out by the Ministry, with the cost and expenses borne by the Company; the land is registered in the name of the Treasury before construction begins ; easement/usage rights are established. 32.2. Permits and Assistance: The Company applies for all permits in a timely manner; the Ministry facilitates the process within its authority. 32.3. Confidentiality: Technical/financial documents shared by the parties are confidential; legal obligations and regulatory exceptions are reserved. 32.4. Waiver: A waiver shall not be legally binding unless it is in writing. 32.5. Amendment: The contract may be amended in accordance with the procedure for its entry into force. 32.6. Entire Contract: Together with its annexes, it constitutes the full agreement of the parties. 32.7. Compliance Records: Commitments to compliance with legislation on combating bribery and corruption, sanctions/embargoes, money laundering, and the financing of terrorism are in Annex H. 32.8 . KVKK/GDPR: Personal data is processed in accordance with the relevant legislation; Responsibility and technical-administrative measures are in Annex I. 32.9. Intellectual Property Rights: The license to use engineering and project documents passes to the transferee upon transfer; the transfer of licensed software is subject to the license terms. 32.10. Assignment/Transfer: Contracts and rights cannot be transferred without the approval of the Ministry; the step-in rights of financiers are regulated by Annex J Direct Agreement .

ARTICLE 33 – NOTIFICATION

33.1. The addresses of the parties are specified in Annex-K . Unless a change of address is notified in writing within [..] days, notifications sent to the old address shall be deemed valid.

ARTICLE 34 – ENTRY INTO FORCE, PRECONDITIONS AND SITE HANDOVER

34.1. The contract enters into force on the date of signing following the review by the Council of State [administrative contract status]. 34.2. Preconditions: The company shall, within [..] months from the date of signing :

• To secure financing and conclude all agreements within the scope of Article 14 ,
• Obtaining the necessary permits/licenses (Production/Preliminary License/License – EPDK, EIA, zoning, DSI water allocation, etc.),
• 34.3. Submitting and obtaining approval for final projects on time. This period may be extended a maximum of [..] times, each extension not exceeding [.. ] months ; no escalation will be applied due to extensions . 34.4. Within [..] business days following the completion of prerequisites, the Company shall request site handover with a written application ; the Ministry shall hand over the site within [..] business days following the application. Partial site handover is not permitted . 34.5. If the prerequisites are not met on time due to the Company's fault, the Ministry may terminate the contract; the Company cannot claim any expenses; the guarantee shall be forfeited to the EEF/Treasury [according to the regime].
  
  
  

ARTICLE 35 – APPLICABLE LAW, DISPUTE RESOLUTION AND JUDICIAL REMEDY

35.1. Applicable Law: Turkish Law; 3096/6446 and secondary legislation, and principles of administrative law. 35.2. Dispute Resolution: Administrative courts / Council of State have jurisdiction in disputes arising from administrative acts and actions . 35.3. For contractual disputes of a commercial nature , the option of [Administrative courts / ICC Arbitration (Istanbul, Turkish Law, language Turkish/English), Direct Agreements reserved] is available; in case of financier step-in, a special arbitration clause is included in Annex J.

APPENDICES (Example Layout)

• Appendix A: Definitions and Abbreviations
• Appendix B: Financial Analysis Table and Financing Assumptions
• Appendix C: Trial Operation and Pre-Sale Principles
• Appendix D: Tariff/PPA Price Annual Revision Guidelines (Indexes, Rules)
• Appendix E: Environmental-Health and Safety Plans, Downstream Regime and Biodiversity Measures
• Appendix F: Procedures for Offsetting and Transferring Assets After Termination
• Appendix G: Training Plan and Pre-Transfer Information Transfer
• Appendix H: Compliance (Anti-Bribery, Sanctions, AML/CFT) Commitments
• Appendix I: Data Processing Procedure under KVKK/GDPR
• Appendix J: Direct Agreement with Financiers and Step-In Rights
• Appendix K: Notification Addresses
• Appendix L: Project Timeline and Milestones (GPC Milestone Table)
• Appendix M: TEİAŞ Connection/System Usage Technical Specifications
• Appendix-N: DSI Water Use Principles and Hydrology Data
• Annex O: Minimum Requirements for EPC/Procurement/O&M Contracts

SIGNATURE BLOCKS

the Ministry :
Name-Surname:
Position:
Date/Signature:

the company :
Title:
Name-Surname:
Position:
Date/Signature: