MENERJI ELEKTRIK ÜRETIM A.Ş. YÜCE HEPP, AKSU RIVER IN GIRESUN REPORTING FORM FOR LAND ACQUISITION / SOCIAL IMPACTS OF PORTFOLIO PROJECTS

Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized MENERJI ELEKTRIK ÜRETIM A.Ş. YÜCE HEPP, AKSU RIVER IN GIRESUN REPORTING FORM FOR LAND ACQUISITION / SOCIAL IMPACTS OF PORTFOLIO PROJECTS

Reporting Form for Land Acquisition / Social Impacts of Portfolio Projects. Name & Location of Sub-project: Yüce HEPP, Aksu River in Giresun. Project Sponsor:Menerji Elektrik Üretim A.Ş. is the owner of the Yüce HEPP project. Project cost: The investment cost of Yüce HEPP is 14,801,000 Euro (VAT and interest cost are not included) Installed generation capacity (No. units X MW/unit): Yüce HEPP is not a reservoir type but run-off river hydropower plant with 11 MW with two equal sets of Francis type turbine. There is an EIA Not Required Certificate dated as 18.03.2009 Key Dates of implementation : The Public Participation Meeting was held on October 26, 2010. And Menerji Enerji has received Public Benefit Document in 16.10.2009 General Info : Yüce HEPP: a run-off-the river 11 MW hydropower plant of which around 65 % is constructed). The project is developed at a level of 868,4 meter at the regulator point and has average project flow of 3,1 m3/sec. Height of the water drop for the project is 367,68 meters and the length of the penstock will be 2.740 m. The project consists of a regulator, canal, penstock and turbines. There is a conveyance canal with a total length of 1.750 meters. The concrete works or tunnel drilling is already under construction. Two sets of horizantal type Francis turbines will be used along with the generators and the other complementary distribution equipment. In Yüce project, 83.933,759 m 2 land is needed and all the private ownerhip type land transfers has been completed through expropriation whereas the transfers of the public type of lands which are used by third parties are completed through open negotiation. On the other hand the transfers of the public type of lands which are not used by third parties are not yet completed. The economic impacts of land acquisition are deemed to be very limited. For the expropriation of the immovable properties needed for the implementation of the project; an expropriation decision has been taken by the Energy Market Regulatory Board, pursuant to Article 15/c of the Electricity Market Law No. 4628 and Article 7 of the Expropriation Law No. 2942. Because the expropriation decision has enabled the enforcement of the Council of Ministers Decree on the Application of Article 27 of Expropriation Law No. 2942 in the Expropriations to be Carried Out by the Energy Market Regulatory Authority, published in the Official Gazette no. 25599 dated 30 September 2004, the Energy Market Regulatory Authority will file urgent expropriation lawsuits with the local Court of First Instance, with a request for the seizure of the immovable properties listed in the annexed list and the determination of expropriation fees. The estimated expropriation fees to be determined as a result of the on-site examination to be performed by the court expert witnesses as a result of these lawsuits will be listed by indicating the owners and shareholders of the immovable properties to be expropriated, and they will be deposited with the bank as ready for payment. The related persons may withdraw the expropriation fees from the mentioned bank branches, by presenting the ID cards, certificate of inheritance or power of attorney. For the finalization of these expropriation fees, the Energy Market Regulatory Authority Valuation Commission will also conduct a valuation work and conciliation meetings will be held on site through notices to be sent to the owners of properties. In order to judge the impacts of land acquisition the following points are considered; compliance with legal

legislation (official document listing existing water usage rights in that region, public benefit decision for expropriation- appropriation), any evidence related to the public opposition, amount of expropriation area, land usage type (agricultural, pasture, forestry, arid), number of affected persons, and investing company s intention for voluntary sale. Furthermore progress report of the project owner is followed, which informs the actual expropriation state. Although there will be a minor loss of agricultural land due to the limited use of private land, the overall impact on livelihoods in the river basin is not anticipated to be significant. Essentium group has several HEPP projects at the moment for which they hire permanent employees but the construction of the hydroelectric projects involves on outsourcing base with different contractor personnel. The company, being a Spanish based company tries to execute a Human Resources (HR) Policy and procedure with an international point of view which deals with its own employees, describing national labor requirements, hiring and terminating of contracts, working terms and conditions, employee motivation and awarding processes, occupational health and safety rules etc. Essentium Group(The owmner of Menerji A.Ş.) and Menerji A.Ş. does not discriminate on the basis of personal beliefs or characteristics, does not employ child or forced labour, and does not anticipate any retrenchment in the near future; in fact, the company is currently in an expansion phase. The quality of accomodation for laborers is, in general, satisfactorily serviced. Some improvement needs however were identified for the sub-contractors working at the site. Inventory of Land & Assets Acquired from Private Owners : The table is given in attached excel file, because the table has too many columns so that, it doesn t fit into word format. Inventory of Public, Community, or State Land Acquired : The table is given in attached excel file, because the table has too many columns so that, it doesn t fit into word format. Public Awareness, Consultations, and Communication : In accordance with the EIA requirements in Turkey, Yüce HEPP has held public hearing sessions for affected communities at its hydro power plant project site. A Public Participation Meeting was held on October 26, 2010 in the village of Güdül regarding the inhabitants of Yüce-Güdül-Çamlık villages in Giresun. The local stakeholders were invited to the meeting via announcements made from the Mukhtars s Office. On the other hand, the public invitations were made via local newspaper. During the invitations, non-technical summary of the project was also shared with the stakeholders. To introduce project to the local people and to give details about how this project will impact their lives, a non-technical document is distributed all the participants and two presentations about the project. The information given in presentations was based on the non-technical summary of the project. The presentations mostly focused on how the project might have some environmental and social effects and how these issues will be mitigated by the investor. In addition to the project specific information, stakeholders were informed about the climate change issue and how the project will help the fight against climate change. After presentations, it was requested from the participants to ask questions related to the project. Also, to get an understanding about an overall perspective of stakeholders opinion on the project, a questionnaire with different questions was distributed to the participants. 42 participants filled in the questionnaire. The

questions are about the region, social and environmental impacts of the project and the presentation. This meeting is carried out with utmost emphasize since the company aims to end up with a Gold Certificate through this stage. Local stakeholders were informed that this meeting will not be the last meeting of its kind. There will be other meeting(s), as needed, to give feedback about what have been done for the issues raised in this meeting. Due to the steep nature of the terrain in the area, the social impacts associated with these projects are relatively limited. No other major environmental issues were apparent at environmental and social screening. The Company has a competent management staff and senior specialists at corporate level to provide coordinating support on individual projects and all their environmental, health and safety aspects. TSKB s review indicates that local communities are supportive of these developments and that no community resistance to the construction of these projects has been identified to date. This is based on the outcomes of public hearings and TSKB site-level meetings with community leaders and some affected parties. Yüce s initial approach for every project is to avoid social impacts, at any possible extent, particularly physical or economic displacement. As mentioned above, construction of the project to be supported by TSKB is currently underway and the land acquisition process is already completed. There are no indigenous peoples inhabiting the Project area. Status of Land Acquisition : The The table is given in attached excel file, because the table has too many columns so that, it doesn t fit into word format. Other Measures or Assistance provided (beyond cash compensation) : A range of corporate social investments has been made at the project currently under construction; these include elements such as road improvements, donation of computers to local municipal libraries, construction of new village access routes, etc.. The company has hired local people wherever possible (roughly half the construction labour force comes from surrounding villages) Identification of Vulnerable People : There are no vulnerable people inhabiting the Project area. It has been determined via meeting with Village Headmen. Grievance Redress : There is no grievance until now for the construction of this HEPP project. The relations between the people at the construction site and the villagers and headmen are held positive all the time. Local people generally complaint that this meeting should be made very earlier. Also some of them it was very beneficiary and should be repeated every two months. The village headmen makes the necessary action related with the complaints. In other words, the village headmen is the key person to register grievances or complaints, and he/she makes the necessary steps to solve the problems. Discussions with village Headmen and affected persons confirmed that the EIA consultation meetings have been the primary source of project information to date for local communities. In addition to the formal EIA meetings, a series of informal meetings have been held with all households whose land are to be impacted by the project, in order to define the extent of affected property and to define and negotiate compensation amounts. Stakeholder engagement beyond the EIA meetings and one-to-one discussions around land acquisition has been relatively informal to date, but based on interviews with community leaders, communityproject relations are positive, mainly due to the large proportion of locally employed persons active at this phase of project development.

KAMULAŞTIRILACAK TAŞINMAZ MALLAR LİSTESİ (ALAN-m 2 ) LİST OF REAL ESTATE TO BE EXPROPRIATED (m 2 ) 1 NİTELİK OWNERSHIP ÖZEL KİŞİLİK - PRIVATE OWNERSHIP Türü Type RIZAEN - OPEN NEGOTIATION Status Completed Not Completed TOPLAM TOTAL AREA...... 2 ÖZEL KİŞİLİK - PRIVATE OWNERSHIP KAMULAŞTIRMA - EXPROPRIATION Completed 32,219.330 Not Completed... 3 4 KAMU MALI (3. ŞAHIS KULLANIMINDA OLAN) - PUBLIC OWNERSHIP (USED BY THIRD PARTIES) KAMU MALI (3. ŞAHIS KULLANIMINDA OLAN) - PUBLIC OWNERSHIP (USED BY THIRD PARTIES) RIZAEN - OPEN NEGOTIATION MAHKEME KARARI İLE - COURT DECISION Completed 32,823.529 Not Completed Completed... Not Completed... 5 KAMU MALI (3. ŞAHIS KULLANIMINDA OLMAYAN) - PUBLIC OWNERSHIP (NOT USED BY THIRD PARTIES) TAHSİS - APPROPRIATION Completed Not Completed 5,118.700 6 ORMAN ARAZİSİ (3. ŞAHIS KULLANIMINDA OLMAYAN) - TAHSİS - FORESTARY AREA (NOT USED BY THIRD PARTIES) APPROPRIATION Completed 13,772.200 Not Completed... TOPLAM 83,933.759 Önemli Not: Arazi ediniminde 6 farklı yöntem bulunmaktadır. Her satır ile ilgili açıklama aşağıda verilmektedir. 1-) Özel şahıstan rızaen satın alma 2-) Özel şahıstan kamulaştırma ile alma 3-) 3. şahıs kullanımındaki kamu malının 3. şahsın rızasıyla yatırımcıya devri (zilyetli veya işgalen kullanım veya kiralama) 4-) 3. şahıs kullanımındaki kamu malının 3. şahsın rızası olmadan mahkeme yoluyle kullanım hakkının alınması 5 ve 6-) Hazine veya orman arazisinin yatırımcıya devri.

KAMULAŞTIRILACAK TAŞINMAZ MALLAR LİSTESİ - EXPROPRIATION LIST PROVINCE TOWN DISTRICT SECTION NO POINT NO PLOT NO NAME - SURNAME OWNERS RATE OF SHARE Owner s/user s total land holding (ha); % taken for project. TYPE OF REAL ESTATE TOTAL AREA (m²) EXPROPRI ATED AREA (m²) REASON FOR EXPROPRI ATION STATUS TYPE OF TRANSFER 1 GİRESUN DERELİ KÜÇÜKAHMET KOTANA G40C09B3A 145 HASAN BASRİ FULL SHARE Two Storey Wooden 18370.07 1814.94 Penstock 5/6 2 GİRESUN DERELİ KÜÇÜKAHMET KOTANA G40C09B3A 145 3675.78 1165.70 Penstock ZEYNEP AKIL 1/6 3 GİRESUN DERELİ KÜÇÜKAHMET KOTANA G40C09B3A 145 HASAN BASRİ GÜZELBİLEN FULL SHARE Penstock 12621.17 4666.12 and Power 4 GİRESUN DERELİ KÜÇÜKAHMET KÜÇÜKAHMET G40C05D 101 ( DAVALI =2009/136 ) FULL SHARE 2098349.10 9968.29 Penstock 5 GİRESUN DERELİ GÜDÜL ERİKLİK VE KİREÇ ÇUKURU G40C10D 111 ( DAVALI =2008/23-26 ) FULL SHARE 6 GİRESUN DERELİ GÜDÜL PITIRAK G40C10D1B 131 MUSTAFA DURMUŞ FULL SHARE 7 GİRESUN DERELİ GÜDÜL KADI OĞLU G40C10D1B 147 KADiR OKUR FULL SHARE 8 GİRESUN DERELİ GÜDÜL KADI OĞLU G40C10D1B 150 KADiR OKUR FULL SHARE 9 GİRESUN DERELİ GÜDÜL KADI OĞLU G40C10D1B 153 KADiR OKUR FULL SHARE 10 GİRESUN DERELİ GÜDÜL CAMİ YANI G40C10D1B 179 DURSUN ALİ ASLAN FULL SHARE 11 GİRESUN DERELİ GÜDÜL CAMİ YANI G40C10D1B 179 YUSUF ASLAN FULL SHARE 12 GİRESUN DERELİ GÜDÜL CAMİ YANI G40C10D1B 180 İPEK OKUSAL FULL SHARE 13 GİRESUN DERELİ GÜDÜL CAMİ YANI G40C10D1B 180 GÜLLÜ OKUSAL FULL SHARE 14 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 HASAN ATAR FULL SHARE 15 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 ALİ ATAR FULL SHARE 16 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 HASAN ATAR FULL SHARE 17 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 ALİ ATAR FULL SHARE Two Storey Wooden House and hazelnut garden Wooden House and hazelnut garden 10484315.19 3241.63 Weir Area 3717.61 20.63 5992.24 597.92 (Garden of the house) 830.78 264.95 1784.26 56.22 5141.96 328.37 (Garden of the house) 1524.05 1524.05 2376.43 600.98 1324.38 1324.38 2878.63 200.83 Grass 1089.20 224.58 2716.33 637.78 2984.29 568.09 Derivation Tunnel Derivation Tunnel Derivation Tunnel Derivation Tunnel Storage Area Storage Area Storage Area Storage Area Connection Road Connection Road Connection Road Connection Road M EDİYOR(EMRA COMMITTEE DECISION IS ROCEDURE IS ON-GOING)

18 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 HASAN ATAR FULL SHARE 19 GİRESUN DERELİ GÜDÜL MERYEM ANA G40C10D1B 223 ALİ ATAR FULL SHARE 20 GİRESUN DERELİ YÜCE ÇUBUK MAHALLESG40C15A1B 107 MEHMET BAYRAK FULL SHARE 21 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1B 108 AYHAN YAYLI FULL SHARE 22 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1B 108 MUSA YAYLI FULL SHARE 23 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1B 108 ALİ YAYLI FULL SHARE Two Storey Wooden House and hazelnut garden Wooden House and hazelnut garden and hey house 6731.29 1062.63 6228.65 1064.74 Connection Road Connection Road 14358.70 Garden of the İletim Kanalı 1758.85 27.42 1684.63 216.49 24 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1C 108 MUSA YAYLI FULL SHARE 1498.89 214.82 Weir Area 25 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1C 108 AYHAN YAYLI FULL SHARE 1447.71 133.30 Weir Area 26 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1C 108 PENPE YAYLI FULL SHARE 1047.32 74.92 Weir Area 27 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1C 108 KIYMET YAYLI FULL SHARE and Field 1046.29 86.82 Weir Area 5804.74 1094.66 (Garden of the house) 28 GİRESUN DERELİ YÜCE YAYLAOĞLU G40C15A1C 108 ABDULLAH YAYLI FULL SHARE 2945.60 47.14 Weir Area 29 GİRESUN DERELİ YÜCE SARAYCIK G40C15A1D 216 KEMAL TÜFEKÇİ FULL SHARE 30 GİRESUN DERELİ ÇAMLI ARPA ÇUKURU G40C10D 105 ( DAVALI = 2008/13 ) FULL SHARE Hey House and Field Hey House and Field 1709.46 643798.03 408.1 (Garden of the house) 562.28 (Garden of the house) Conveyance Canal Conveyance Canal Weir Area Weir Area onveyance Can KAMULAŞTIRMA SÜRECİ DEVAM TAKEN AND EXPROPRIATION PR EXPROPRIATION

DEVLETTTEN DEVİR ALINAN YADA KULLANIM HAKKI DEVRİ ALINAN TAŞINMAZ MALLAR LİSTESİ - LIST OF PUBLIC LANDS PROVINCE TOWN DISTRICT SECTION NO POINT NO PLOT NO LAND USERS NAME - SURNAME RATE OF SHARE TYPE OF REAL ESTATE TOTAL AREA (m²) ACQUISITI ON AREA (m²) REASON FOR ACQUISITION STATUS TYPE OF TRANSFER SIRA NO İLİ İLÇESİ KÖYÜ PAFTA NO ADA NO PARSEL NO ARAZİYİ KULLANANLARIN ADI SOYADI * HİSSE ORANI TAŞINMAZIN CİNSİ DEVİR TAŞINMAZI ALINACAK N ALANIN YÜZÖLÇÜM YÜZÖLÇÜM Ü (m²) Ü (m²) ARAZİ DEVRİNİN AMACI*** SON DURUM DEVİR ŞEKLİ 1 GİRE SUN DERELİ KÜÇÜKAHMET G40C09B3A 145 55 MALİYE HAZİNESİ FULL SHARE Raw ground soil 147292.73 1201.73 Power Plant and tailweg Continuing Appropriation 2 GİRE SUN DERELİ YÜCE G40C15A1B 271 10 MALİYE HAZİNESİ FULL SHARE Raw ground soil 2414.64 1039.91 Conveyance Canal Continuing Appropriation 3 GİRE SUN DERELİ YÜCE G40C15A1B 107 1 MALİYE HAZİNESİ FULL SHARE Raw ground soil 2843.00 1584.34 Conveyance Canal Continuing Appropriation 4 GİRE SUN DERELİ YÜCE G40C15A1B 108 6 MALİYE HAZİNESİ FULL SHARE Raw ground soil 1477.57 1292.72 Conveyance Canal Continuing Appropriation 5118.7

TOWN DISTRICT SECTION N POINT NO PLOT NO LAND USERS NAME - SURNAME RATE OF SHARE TYPE OF REAL ESTATE TOTAL AREA (m²) ACQUISITIO N AREA (m²) REASON FOR ACQUISITION STATUS TYPE OF TRANSFER GİRESUN DERELİ G40C05D 101 1 2098349.10 9968.29 Penstock Completed GİRESUN DERELİ G40C10D 111 1 10484315.19 3241.63 Weir Area Completed GİRESUN DERELİ G40C10D 105 1 643798.03 562.28 Conveyance Canal Completed Tahsis TOTAL (m2) 13,772.20

Open negotiation Tahsis-Appropriation

Expropriation Open negotiation

GİRESUN YÜCE HES PROJESİ İÇİN KİRALANMIŞ ARSALAR ADI SOYADI- Name Surname ADA PARSEL- Point No and Plot No HALİL OKUSAL 344 ADA 1 PARSEL GÜLHATUN KÜÇÜKAYDIN 140 ADA 5 PARSEL HASAN BASRİ GÜZELBİLEN 145 ADA 70 PARSEL ÇOŞKUN ATAR DİNAMİT DEPOSU ARSASI ALİ ATAR / HASAN ATAR 223 ADA 35-36-37-38-39-48 PARSEL ALİ ATAR 332 ADA 4 PARSEL ÇOŞKUN ATAR SÖZLEŞME YAPILMADI MUSTAFA MINDIK REGÜLATÖR 2 HASAN BASRİ GÜZELBİLEN 145 ADA 70 PARSEL ÇOŞKUN ATAR SÖZLEŞME YAPILMADI DERELİ ORMAN İŞLETME MÜD YÜKLEME HAVUZU AĞAÇ KESİMİ ALİ ATAR 332 ADA 4 PARSEL ÇOŞKUN ATAR SÖZLEŞME YAPILMADI DERELİ ORMAN İŞLETME MÜD YÜKLEME HAVUZU AĞAÇ KESİMİ ÇOŞKUN ATAR SÖZLEŞME YAPILMADI ALİ ATAR 332 ADA 4 PARSEL DERELİ YÜKSEK OKUL YAPTIRMA YAŞATMA DERNEĞİNE VERİLEN ÇEK SALİH EVCİ YÜKLEME YOLU ÇOŞKUN ATAR SÖZLEŞME YAPILMADI ALİ KÜÇÜKAYDIN VE ORT. 140 /5,6,7,8,9,10,11,12 40/3-103/ 103/,42,43, DERELİ YÜKSEK OKUL YAPTIRMA YAŞATMA DERNEĞİNE VERİLEN ÇEK MÜHİTTİN ALBAKAN VE ORT 193 ADA 2 PARSEL ÇOŞKUN ATAR SÖZLEŞME YAPILMADI MUSTAFA KAHRAMAN VE ORT 341 ADA 3 PARSEL

MUSTAFA OKUSAL HALİL OKUSAL HALİL OKUSAL HALİL OKUSAL HALİL OKUSAL 341 ADA 4 PARSEL 344 ADA 1 PARSEL 344 ADA 1 PARSEL 344 ADA 1 PARSEL 344 ADA 1 PARSEL