* The G25-Eskişehir SPP tender will be conducted on the basis of the total capacity of two areas, amounting to 140 MWe and 120 MWe.

2. Eligible Participants in the Tenders and the Documents Required to Be Submitted

Pursuant to the Turkish Commercial Code No. 6102 (the “TCC”), legal entities incorporated as joint stock or limited liability companies, as well as foreign companies having the status of a capital company, shall be entitled to participate in the tenders. In the event that a foreign company is awarded a tender, it must, by the contract signing date, complete the establishment of a legal entity under the TCC with the same shareholding structure, or as a joint stock or limited liability company wholly owned by the foreign company.

Accordingly, in order for such companies to apply for the tenders, they are required to submit the following documents, without any modification, in the order set out below and in the format provided in the RERA WPP-2025 Specifications or RERA SPP-2025 Specifications (the “Technical Specifications”) published by the Ministry of Energy and Natural Resources of the Republic of Türkiye (the “Ministry”):

(i) application petition, (ii) a sealed financial offer envelope prepared for each tender applied for, (iii) a receipt or bank slip evidencing payment of 75,000 (seventy-five thousand) Turkish lira issued by the Ministry’s Central Accounting Office or by a bank for each tender applied for, (iv) a letter of guarantee prepared in accordance with the Technical Specifications, together with the registry certificates of the bank officials approving the letter of guarantee, the issue of the Turkish Trade Registry Gazette indicating their authorities, the confirmation letter issued by the bank for the guarantee letter, and the registry certificates of the signatories of such confirmation letter evidencing their authority of representation and binding, (v) the names and surnames of the authorized representatives, and a notarized registry certificate or a power of attorney evidencing their authority of representation and binding, together with the originals or duly certified copies of the signature declarations and registry certificates of those granting the authority of representation and binding, (vi) the issues of the Turkish Trade Registry Gazette evidencing the current status of the applicant, (vii) official electronic documents such as “No Social Security Premium Debt” and “No Tax Debt” certificates obtained from the relevant public authorities and institutions within three (3) months prior to the application date, (viii) if the applicant is a foreign company, the documents equivalent to those set forth under subparagraphs (v) and (vi) above, prepared in accordance with the legislation of the applicant’s home country, (ix) in case of an application as a joint venture, the joint venture agreement, the shareholding structure, and, separately for each joint venture member, the documents required under subparagraphs (vi) and (vii) above.

It should be noted that the payments referred to in subparagraph (iii) above shall not be accepted in cash, and for RERA WPP-2025 applications, the expression “RERA WPP-2025”, and for RERA SPP-2025 applications, the expression “RERA SPP-2025”, together with the trade name of the legal entity, must be stated in the description section of the receipt or bank slip.

3. How May the Applications Be Submitted?

The applications must be submitted in person at the address of the General Directorate of Energy Affairs of the Ministry, Nasuh Akar Mahallesi, Türkocağı Caddesi No: 2, 06500 Çankaya/Ankara, between 10:00 and 12:00 on 18/11/2025 for the RERA WPP-2025 tenders and on 04/11/2025 for the RERA SPP-2025 tenders. Applications not submitted in the manner specified shall not be taken into consideration. The place, date, and time information of the tenders shall be announced on the Ministry’s website.

4. What Type and Amount of Guarantee Must Be Submitted at the Time of Application?

For each tender, at the application stage, a bid bond shall be submitted in the form of a definitive, 1 (one) year term, fully and partially cashable, non-limit guarantee letter, in the amount of EUR 20,000 (twenty thousand) per megawatt unit of electrical installed capacity for RERA WPP-2025 tenders, and EUR 15,000 (fifteen thousand) per megawatt unit of electrical installed capacity for RERA SPP-2025 tenders.

In the event of being awarded a tender, by no later than 1 (one) day prior to the contract signing date, a performance bond shall be submitted in the form of a definitive, 10 (ten) year term, fully and partially cashable, non-limit guarantee letter, in the amount of EUR 100,000 (one hundred thousand) per megawatt unit of electrical installed capacity for RERA WPP-2025 tenders, and EUR 75,000 (seventy-five thousand) per megawatt unit of electrical installed capacity for RERA SPP-2025 tenders. In such case, the bid bond submitted at the application stage shall be returned.

If the successful bidder fails to respond to the invitation to sign the contract following the approval of the Minister of Energy and Natural Resources, its bond shall be forfeited, and the process shall be continued respectively with the second and third most favorable bidders.

The guarantee letters to be submitted to the Energy Market Regulatory Authority (the “EMRA”) in connection with licensing or to other institutions in connection with other transactions shall be separate from one another, and the guarantee letters referred to above shall be provided in addition to those already required to be submitted.

5. What Are the Floor/Ceiling Prices for Electricity Procurement and the Procurement Period?

RERA WPP-2025
For each tender: (i) the ceiling starting price is 5.50 Euro-cent/kWh, and (ii) the floor price is 3.50 Euro-cent/kWh. In the event that the floor price is reached through an open descending bid, the contribution fee per megawatt shall be increased through an ascending auction starting from EUR 10,000, and the tender shall be finalized once the highest contribution fee offer is reached. The contribution fee deposited as a result of the tender shall not be refunded, except in cases of force majeure. The license term for each WPP to be established under the contract shall be 49 (forty-nine) years.

From the signing date of the contract, the electricity generated shall be sold in the free market for 72 (seventy-two) months. The electricity procurement period has been determined as 20 (twenty) years, commencing upon the expiry of this period.

RERA SPP-2025
For each tender: (i) the ceiling starting price is 5.50 Euro-cent/kWh, and (ii) the floor price is 3.25 Euro-cent/kWh. The contribution fee deposited as a result of the tender shall not be refunded, except in cases of force majeure.

From the signing date of the contract, the electricity generated shall be sold in the free market for 60 (sixty) months. The electricity procurement period has been determined as 20 (twenty) years, commencing upon the expiry of this period. Where inverters certified with a Domestic Goods Certificate specified in the Technical Specifications are used in the SPP, an additional 0.25 Euro-cent/kWh shall be added to the unit electricity procurement price for the first 5 (five) years of the said 20 (twenty) year period. The license term for each SPP to be established under the contract shall be 49 (forty-nine) years.

In connection with the 60 (sixty) month free market sale period, the economically most advantageous price offered by the successful bidder at the end of the tender shall constitute the “unit electricity procurement price.” In the event that the market clearing price falls below 4.75 Euro-cent/kWh during the relevant settlement period, the electricity procurement price shall be applied as 4.75 Euro-cent/kWh, calculated on the basis of the foreign exchange buying rate of the Central Bank of the Republic of Türkiye applicable on the date the electricity is supplied to the system. Furthermore, during the electricity procurement period, the transmission fees paid to the Turkish Electricity Transmission Corporation shall be reimbursed to the successful bidder under the Renewable Energy Resources Support Mechanism.

6. Does the General Directorate of Energy Affairs (“General Directorate”) Have the Authority to Issue an Addendum Prior to the Application?

The General Directorate has the authority to issue an addendum up to 5 (five) days prior to the application date and to publish it on the Ministry’s website. In such case, the addenda shall constitute an integral and supplementary part of the tender documents.

III. TECHNICAL SPECIFICATIONS AND DRAFT CONTRACT FOR RERA WPP-2025 / RERA SPP-2025 (The “Contract”)

1. What Activities Must Be Carried Out Following the Execution of the Contract?

The successful bidders shall be notified by the General Directorate to the Energy Market Regulatory Authority for the issuance of a pre-license, and the relevant parties must apply for a pre-license within fifteen (15) days from the date of such notification. If the application is not submitted for the entire connection capacity notified to EMRA, all rights granted under the Contract shall terminate, and the Contract shall be terminated by the Ministry, with the guarantee forfeited.

Within 15 (fifteen) days from the notification of the letter of conformity issued by the General Directorate upon fulfillment of the required conditions, the successful bidder and pre-license holder must apply for a license. If the capacity subject to the license application is less than (i) the capacity allocated under the Contract for SPPs, or (ii) 70% (seventy percent) of the capacity allocated under the Contract for WPPs, the Contract shall be terminated by the Ministry, with the guarantee forfeited.

The pre-license period for both WPPs and SPPs is twenty-four (24) months.

2. What Are the Main Rights and Obligations of the Successful Bidders?

• Wind turbines must be manufactured and/or procured in factories established in Türkiye, including free zones, in compliance with the minimum domestic content ratios. Each component listed in Annex-2 of the Technical Specifications, to be used in the production of these turbines, must meet the respective minimum domestic content ratio. The minimum domestic component score for wind turbines to be installed in the RERA shall be 55 (fifty-five).

• The solar modules to be installed in the SPP must have a domestic content ratio of 75% (seventy-five percent) and must be manufactured in factories established in Türkiye (excluding free zones) or procured from domestic manufacturers located outside free zones. In parallel, the solar cells used in the production of the solar modules must also be domestically produced. Solar cells shall be manufactured by applying subsequent processes to at least raw wafers (gray wafers not subjected to any chemical processing).

• The successful bidders are required to make the RERAs investment-ready, by conducting all necessary measurements, technical and economic studies, and feasibility analyses; obtaining all necessary approvals, permits, licenses, and similar authorizations; covering all relevant expenses; and completing other required tasks and procedures within the prescribed timeframes. This implies that no public institution is established for the follow-up and issuance of such permits and licenses, and that the risks of the project development processes rest with the investor. Nevertheless, the RERAs will be delivered to the investors in a partially developed stage.

• It is permissible to establish an integrated electricity storage unit for the WPP or SPP, provided that it is located within the plant site, connected to the same measurement point, and does not exceed the electrical installed capacity specified in the license.

• During the term of the Contract, it shall not be permissible to generate energy using any source other than wind in the WPP or solar in the SPP.

• Following the issuance of the pre-license, the successful bidder and pre-license holder may transfer the Contract to third parties with the same rights and obligations, provided that the prior approval of the Ministry is obtained in all cases. Such third parties must meet the eligibility criteria required for the tender application.

• The successful bidders are required to perform timely periodic, predictive, and preventive maintenance and repair activities; keep the components of the SPP and/or WPP available and operational; and establish communication and SCADA systems that enable the real-time measurement and monitoring of performance parameters of the SPP and/or WPP, record these values, present them visually, and notify relevant parties of malfunctions.

• In public and treasury-owned immovable properties, as well as in immovable properties subject to private ownership within the RERA, zoning plans that may affect the use and efficiency of such immovables as RERA shall not be prepared.

3. Is the Transfer of Rights and Obligations Arising from the Contract and the Transfer of Shares Permissible?

The transfer of the Contract shall only be possible if the transferee meets the tender requirements and the Ministry grants approval for such transfer.

Any changes in the shareholding structure of the successful bidders shall be subject to the approval of the Ministry, and in any case, it is of importance that share transfers comply with the provisions of the Electricity Market Licensing Regulation published in the Official Gazette dated 02/11/2013 and numbered 28809.

4. What Is the Prescribed Period for the Performance of the Works Under the Contract? 

An extension of time may be granted in the event of (i) a legislative amendment, (ii) the occurrence of a force majeure event, or (iii) the Contract becoming partially or entirely null, void, or unenforceable, or the suspension of the performance of the Contract due to reasons attributable to public institutions and organizations or by court order, provided that such circumstances are not caused by the fault or negligence of the successful bidders. Extensions of time granted pursuant to subparagraph (iii) shall not exceed 12 (twelve) months.

Furthermore, if less than 70% (seventy percent) of the capacity specified in the license for the WPP is completed within the construction period under the Contract, the construction period may be extended by up to 12 (twelve) months. In such case, the successful bidders shall also be subject to the penalty clause stipulated under the heading “4. What Is the Sanction for Non-Compliance With the Obligations Stipulated Under the Contract?” If the construction is not completed within this additional period, the Contract shall be terminated by the Ministry, with the guarantee forfeited.

In addition, under the Contract, once the final acceptance of the entire WPP and/or SPP is carried out, the WPP and/or SPP shall be deemed to have been established and commissioned. Therefore, although the investor’s obligations are considered on a collective rather than partial basis, partial acceptance of the SPP and/or WPP may be evaluated pursuant to Article 14.2 of the Contract.

5. Is It Possible for the Financiers to Request the Transfer of the Contract and the Work Under the Contract to Another Legal Entity?

It shall be possible for the financiers to request the transfer of the Contract and the work under the Contract to another legal entity by submitting a reasoned application to the Ministry in the following circumstances:

(i) if the successful bidders fall into default under the loan agreements and such default is not remedied within the cure periods stipulated in the loan agreements despite the notifications made, (ii) if the Ministry notifies the successful bidders and the financiers that a termination event under the Contract has occurred.

Thus, an important safeguard (step-in right) has been introduced to enable the Contract to be financeable by international institutions.

6. What Is the Sanction for Non-Compliance With the Obligations Stipulated Under the Contract?

The successful bidders shall, in the cases set out below, pay the amounts indicated to the Ministry as a contractual penalty, in cash and in a lump sum, within 15 (fifteen) days following the Ministry’s written notice, without any requirement that the Ministry suffer loss or damage. These penalties apply to both WPPs and SPPs.

Failure to submit documents on time (including domestic goods certificates for components, documents evidencing compliance with the domestic content requirement as requested by the General Directorate, the procurement plan, the procurement agreement, the work programme, and similar documents other than those covered by intellectual property rights and confidentiality): 

up to the first 30 (thirty) days of delay, EUR 1,000 (one thousand) per day; for each day of delay after thirty (30) days, EUR 2,000 (two thousand) per day.

Failure to complete installation within the period specified in the Technical Specifications: EUR 10,000 (ten thousand) per day of delay.

Failure to deposit the guarantee in full and to complete it in accordance with the Contract: EUR 2,000 (two thousand) per day of delay.

7. What Is the Dispute Resolution Mechanism Stipulated in the Contract?

The Contract shall be governed by Turkish law. Any disputes arising from the Contract and the Technical Specifications shall be resolved in Istanbul, Türkiye, in the Turkish language, under the Arbitration Rules of the Istanbul Arbitration Centre (ISTAC).

However, if the dispute contains a foreign element, the Arbitration Rules of the International Chamber of Commerce (ICC) shall apply, with the seat of arbitration in Geneva, Switzerland, and the language of arbitration being English.

The Technical Specifications and the Contract can be accessed via the link provided for WPPs and the link provided for SPPs.

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