EU/IPA GRANT NUMBER TF0C1380 GRANT AGREEMENT (EU Instrument for Pre-Accession (IPA) Energy Sector Program Phase IV – Offshore Wind Support Project) between REPUBLIC OF TÜRKIYE and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as administrator of the European Union Instrument for Pre-Accession Trust Fund EU/IPA GRANT NUMBER TF0C1380 EUROPEAN UNION INSTRUMENT FOR PRE-ACCESSION TRUST FUND GRANT AGREEMENT AGREEMENT dated as of the Signature Date between the REPUBLIC OF TÜRKIYE (“Recipient”) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“Bank”), acting as administrator of the European Union Instrument for Pre-Accession Trust Fund (“EU/IPA TF”), established pursuant to funds provided by the European Commission (“EC” or the “Donor”). The Recipient and the Bank hereby agree as follows: Article I Standard Conditions; Definitions 1.01. The Standard Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in the Appendix to this Agreement. Article II The Project 2.01. The Recipient, through Ministry of Energy and Natural Resources (“MENR”), declares its commitment to the objective of the project described in Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall carry out the Project through MENR in accordance with the provisions of Article II of the Standard Conditions and Schedule 2 to this Agreement. Article III The Grant 3.01. The Bank agrees to extend to the Recipient a grant in an amount not to exceed seven million nine hundred seventy-six thousand eight hundred thirty-eight Euros (EUR 7,976,838) (“Grant”) to assist in financing the Project. 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section III of Schedule 2 to this Agreement. -2- 3.03. The Grant is funded out of the abovementioned trust fund for which the Bank receives periodic contributions from the Donor to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the Donor under the abovementioned trust fund, and the Recipient’s right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Effectiveness 4.01. This Agreement shall not become effective until evidence satisfactory to the Bank has been furnished to the Bank showing that: (a) the execution and delivery of this Agreement on behalf of the Recipient have been duly authorized or ratified by all necessary governmental action and that it is legally binding upon the Recipient in accordance with its terms; and (b) MENR has assigned to, or hired for, the Project Implementation Unit one (1) E&S specialist dedicated for the Project with terms of reference and qualifications acceptable to the Bank. 4.02. As part of the evidence to be furnished pursuant to Section 4.01(a) above, the Recipient shall furnish to the Bank an opinion satisfactory to the Bank, of counsel acceptable to the Bank, or if the Bank so requests, a certificate satisfactory to the Bank of a competent official of the Recipient, showing that: (a) MENR has the legal capacity under the laws of the Republic of Türkiye to accept this Grant and the terms of this Agreement, and to carry out the Recipient’s obligations herein, all for the benefit of the Republic of Türkiye; and (b) this Agreement has been duly authorized by, and executed and delivered on behalf of the Recipient and is legally binding upon the Recipient in accordance with its terms. 4.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 4.01 (“Effective Date”). According to the respective Parties, this Agreement will be legally binding on the Recipient on the date of its publication in the Official Gazette and will be legally binding on the Bank upon signature. -3- 4.04. If, before the Effective Date, any event has occurred which would have entitled the Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 4.05. Termination for Failure to Become Effective. This Agreement and all obligations of the Parties under it shall terminate if it has not entered into effect by the date sixty (60) days after the date of this Agreement, unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The Bank shall promptly notify the Recipient of such later date. Article V Recipient’s Representative; Addresses 5.01. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is its Minister of Energy and Natural Resources. 5.02. For purposes of Section 7.01 of the Standard Conditions: (a) the Recipient’s address is: Türk Ocaği Cad No. 2, Kat 4 06100 Bahcelievler Ankara Republic of Türkiye; and (b) the Recipient’s Electronic Address is: Cable: Facsimile: 90 312 213 11 24 90 312 213 20 49 5.03. For purposes of Section 7.01 of the Standard Conditions: (a) the Bank’s address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and -4- (b) the Bank’s Electronic Address is: Telex: Facsimile: 248423 (MCI) or 1-202-477-6391 64145 (MCI) AGREED as of the Signature Date. REPUBLIC OF TÜRKIYE By __________________________________________ Authorized Representative Dr. Alparslan Bayraktar Name: ____________________________________ Minister of Energy and Natural Resources Title: ____________________________________ 28-Aug-2023 Date: ____________________________________ INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as administrator of the European Union Instrument for Pre-Accession Trust Fund By __________________________________________ Authorized Representative J. Humberto Lopez Name: ____________________________________ Country Director Title: ____________________________________ 02-Aug-2023 Date: ____________________________________ -5- SCHEDULE 1 Project Description The objective of the Project is to assist Türkiye to improve the investment potential for offshore wind energy generation by de-risking the selected sites and reinforcing institutional capacities. The Project consists of the following parts: Part 1. Offshore Wind Energy Site Development Studies Conducting Pre-feasibility Studies, comprising of meteorological and oceanographic analysis and measurements, and geological, geophysical and geotechnical surveys at specific offshore sites to be selected by MENR; said analysis, measurement and survey activities – informed through the application of meteorological and oceanographic measurement systems – shall include, inter alia: (a) establishing high-quality and reliable meteorological and oceanographic data; (b) preparing meteorological and oceanographic measurement data analysis reports; (c) carrying out: (i) echo-sounding measurements; (ii) side-scan sonar and seismic investigations; (iii) magnetometer and active metal detection surveys; and (iv) sampling for micro siting offshore wind turbines; and (d) preparing geological, geophysical and geotechnical seabed survey reports and assessments of all survey outputs. Part 2. Environmental and Social (“E&S”) Constraint Analysis Carrying out of an environmental and social constraint analysis to inform the government and developers on the potential selection and auction of sites for future offshore wind development; said analysis includes, inter alia: (a) conducting extensive literature research and review of existing E&S data; (b) developing E&S constraints maps; (c) characterizing E&S risks and migratory behaviors of key risks species; (d) assessing movement to and from relevant bird areas; and (e) observing the distribution of Mediterranean monk seals. -6- Part 3. Technical, Legislative, Economic Analyses and Capacity Building Carrying out of related studies and delivery of, inter alia: (a) an oceanographic report, including wave model analysis; (b) a wind resource assessment; (c) recommendations on offshore wind turbine location, size, type, and type of foundations, according to the wind resource assessment and sea-bed survey studies; (d) an economic and financial pre-feasibility report and recommendations on financial mechanisms to ensure private sector participation; (e) a grid connectivity assessment; (f) recommendations on legislation; and (g) auction, tender, competition design, and bidding document preparation. -7- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements A. Institutional Arrangements 1. Except as the Bank may otherwise agree, the Recipient, through MENR shall, throughout Project implementation: (a) operate and maintain a Project Implementation Unit (“PIU”) within its Directorate General for Foreign Relations (“DGFR”) with staffing and budgetary resources necessary and appropriate for the implementation of the Project, acceptable to the Bank, for the purpose of, inter alia: (i) overseeing the management and broad implementation of the Project including supervision, review, and approval of all Project deliverables; (ii) carrying out procurement and financial management; (iii) ensuring social and environmental standards compliance; (iv) carrying out Project monitoring and reporting; and (v) carrying out visibility and awareness-raising activities related to the Project; (b) seek full and timely cooperation with other relevant agencies including the Energy Market Regulatory Authority, the General Directorate of Mineral Research and Exploration, the Turkish Electricity Transmission Company, the Turkish State Meteorological Service, the Ministry of Transport and Infrastructure, the General Directorate of Marine and Internal Waters, the Ministry of Environment, Urbanization and Climate Change, the General Directorate of Spatial Planning, the General Directorate of Environmental Impact Assessment, and the Turkish Naval Forces, Office of Navigation, Hydrography and Oceanography; and (c) participate in and chair the Project Steering Committee, which shall have terms of reference and membership acceptable to the Bank, to be responsible for monitoring Project implementation, achievement of results, and coordinating corrective measures, if required. B. Environmental and Social Standards 1. The Recipient, through MENR, shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. 2. Without limitation upon paragraph 1 above, the Recipient, through MENR, shall ensure that the Project is implemented in accordance with the Environmental and -8- Social Commitment Plan (“ESCP”), in a manner acceptable to the Bank. To this end, the Recipient, through MENR, shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Recipient, through MENR, shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Bank, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Bank is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient, through MENR, shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. -9- Section II. Project Monitoring, Reporting and Evaluation A. Documents; Records In addition, and without limitation to the obligations set forth in Section 2.05 of the Standard Conditions, the Recipient shall ensure that: (a) all records evidencing expenditures under the Project are retained for five years and six months after the Closing Date, such records to include: (i) this Agreement, all addenda thereof, and any amendments thereto; (ii) the Recipient’s financial and narrative progress reports submitted to the Bank; (iii) the Recipient’s financial information related to the Grant, including audit reports, invoices and payroll records; (iv) the Recipient’s implementation documentation (including sub-agreements, procurement files, contracts, purchase orders); and (v) the corresponding supporting evidence referred to in Section 3.04 of the Standard Conditions; and (b) the representatives of the Bank are: (i) able to examine all records referred to above in paragraph (a); (ii) provided all such information concerning such records as they may from time-to-time reasonably request; and (iii)able to disclose such records and information to the Donor. B. Project Reports The Recipient shall ensure that each Project Report is furnished to the Bank not later than one month after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; and (b) this Section; to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: - 10 - Percentage of Amount of the Expenditures to be Category Grant Allocated Financed (expressed in EUR) (inclusive of Taxes except deductible VAT) (1) Consulting and non-consulting 7,976,838 100% services under the Project TOTAL AMOUNT 7,976,838 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section no withdrawal shall be made for payments made prior to the Signature Date. 2. The Closing Date is May 31, 2025. - 11 - APPENDIX Section I. Definitions 1. “Anti-Corruption Guidelines” means, for purposes of paragraph 2 of the Appendix to the Standard Conditions, the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006, and revised in January 2011, and as of July 1, 2016. 2. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 3. “Directorate General for Foreign Relations” or “DGFR” means, the directorate general of the same name under the Ministry of Energy and Natural Resources. 4. “Donor” means the European Commission. 5. “E&S” means environmental and social. 6. “Environmental and Social Commitment Plan” or “ESCP” means, the environmental and social commitment plan for the Project, dated May 3, 2023, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 7. “Environmental and Social Standards” or “ESSs” means, collectively: (i) “Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts”; (ii) “Environmental and Social Standard 2: Labor and Working Conditions”; (iii) “Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management”; (iv) “Environmental and Social Standard 4: Community Health and Safety”; (v) “Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement”; (vi) “Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources”; (vii) “Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan African Historically Underserved Traditional Local Communities”; (viii) “Environmental and Social Standard 8: Cultural Heritage”; (ix) “Environmental and Social Standard 9: Financial Intermediaries”; (x) “Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure”; effective on October 1, 2018, as published by the Bank. 8. “Euro” or “EUR” means the lawful currency of the Euro Area. - 12 - 9. “Euro Area” means the economic and monetary union of member states fo r the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union. 10. “European Commission” or “EC” means the executive body of the European Union. 11. “Ministry of Energy and Natural Resources” or “MENR” means the Recipient’s ministry of the same name, or any legal successor or successors thereto acceptable to the Bank. 12. “Pre-feasibility Studies” means high level studies carried out prior to a decision for a private sector development investment to inform the offshore wind stakeholders with preliminary site data. 13. “Procurement Regulations” means, for purposes of paragraph 20 of the Appendix to the Standard Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated November 2020. 14. “Project Implementation Unit” or “PIU” means the unit referred to in Section I.A.1(a) of Schedule 2 to this Agreement, or any legal successor or successors thereto acceptable to the Bank. 15. “Project Steering Committee” means the committee set forth in Section I.A.1(c) of Schedule 2 to this Agreement. 16. “Signature Date” means the later of the two dates on which the Recipient and the Bank signed this Agreement and such definition applies to all references to “the date of the Grant Agreement” in the Standard Conditions. 17. “Standard Conditions” means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds”, dated February 25, 2019.