a. any failure by the Purchaser to make any payment to the Project Company which is due under the relevant Power Purchase Agreement for more than thirty (30) days; or
b. any privatization, insolvency, liquidation, reorganization or any change in the viability, ownership, or legal existence of the Purchaser.
Land Rights
Land rights that are required for the implementation of the Projects (including but not limited to those in relation to the Sites), including land easement rights for the state-owned lands, expropriation for the private land plots including access and usage rights before the land registry, classification change for the pasture areas and usage permits for the forestry lands (the "Land Rights") shall be obtained by, granted to and registered in the name of EÜAŞ (without EÜAŞ having to obtain pre-license or license for electricity generation). The land easement rights for the state-owned lands and usage permits for the forestry lands shall be established for a term of 49 years. EÜAŞ shall carry out all the necessary works for the acquisition of the Land Rights in accordance with the National Laws and secure the land lease in accordance with the Project schedules to be detailed in the Project Agreements.
EÜAŞ shall carry out all necessary works for the preparation and approval of zoning plans and their implementation for the land plots that the Projects will be located on.
EÜAŞ shall be exempt from all kinds of taxes, duties, fees and shares, and any kind of payment including charges, fees and shares related with easement and usage of state-owned lands, pasture lands and forestry lands for the acquisition, ownership and usage of the Land Rights and control and approval of zoning plans and their implementation, except for those related to the cases for the expropriation of privately owned land plots before the local courts.
EÜAŞ shall enter into a land lease contract with each Project Company concerning the lease and usage of the Land Rights by each Project Company after the pre-license is obtained by that Project Company (the "Land Lease Contract"). The contractors, employees, agents, representatives or other persons acting on behalf of, or with the consent of, the Project Company and/or the Developer shall have the right of timely access to such lands, to the extent permitted by the National Laws. The Project Company
shall not make any payment of any kind for the acquisition, lease and usage of the Land Rights in connection with the Land Lease Contract.
The Land Rights shall remain in the possession of EÜAŞ after the expiry of the Land Lease Contract or in case of non-implementation of the Projects for any reason.
The construction of any structure or facility within a 500-meter radius of the Plant shall be subject to the approval of the Designated Authority of the Turkish Party.
For the term of this IGA and except as otherwise specifically provided herein, each of the Project Companies shall be subject to the taxes and customs treatment applicable under the National Laws.
The Corporate Tax Incentive shall be applied to each Project Company throughout the duration of the Investment Agreement without the need to obtain an investment incentive certificate.
The Turkish Party shall grant each Project Company, rights to import into or export or reexport from the territory of the Republic of Türkiye, equipment, materials, machinery, tools, spare parts and supplies which will be used in connection with the implementation of each of the Projects, exempt from all types of taxes, duties, financial obligations, fees, funds, and shares levied on imports, including but not limited to customs duties, VAT and special consumption tax. For the avoidance of doubt, this paragraph shall not be construed as an exemption to the Project Company to comply with the documentation and other procedural requirements or to pay customs service and documentation fee under the National Laws.
The Turkish Party shall grant each Project Company, right to procure domestically, equipment, machinery, materials, tools, spare parts, and supplies which will be used in connection with the implementation of each Project, exempt from VAT.
The right to deduct VAT calculated on the taxable transactions carried out by Project Companies shall not be subject to any time limitation for a period of ten (10) years starting from the effective date of this IGA.
The Turkish Party hereby exempts each of the Project Companies and the Developer from the payment of the stamp tax provided under the National Laws with respect to the documents in connection with the implementation, development, construction, operation and maintenance of each of the Projects until the respective Project Commercial Operation Date.
Each of the Project Companies shall be entitled to:
of Article 215/2-b of the Tax Procedures Law shall apply to the Project Companies;
b. keep and maintain copies of its books of account, originals or copies of contracts, and other records related with the Projects to be available for inspection and audit if and when required by the National Laws;
c. utilize loans and financings in EUR and invoice and receive payment in EUR provided for under this IGA, Investment Agreement and Power Purchase Agreement; and
d. make and receive payments in EUR provided for under any other Project Agreement to the extent permitted by the National Laws.
Dispute Settlement
General Provisions
Nothing in this IGA affects the rights or obligations of the Parties under the "Agreement between the Government of the Republic of Türkiye and the Government of the Kingdom of Saudi Arabia concerning the Reciprocal Promotion and Protection of Investments" signed on 8 August 2006 and any other international agreements to which either Party is a party.
This IGA does not impose any direct or indirect liability on the Parties against each other in the event of the Projects' failure for any reason.
The Parties shall undertake that the information and documents exchanged between them shall not be used except for the purposes stipulated in this IGA and shall not be transferred to a third party without the written consent of the Party that provided them. The provision of this Article shall remain in force even after the termination or expiry of this IGA.
The Parties shall take the necessary measures to protect the intellectual property rights resulting from any activity in the framework of this IGA, according to the applicable laws and regulations of their respective countries and the international agreements to which they are parties. The provision of this Article shall remain in force even after the termination or expiry of this IGA.
Subject to the provisions of this IGA and the Project Agreements, National Laws relating to power plants that generate electricity from renewable energy sources except for the provisions of Law No. 5346 and its secondary legislation (i.e. implementing regulations) shall apply to the Project and each Project Company.
Entry Into Force
DONE on 3 February 2026 corresponding to 15 Sha'aban 1447 in Riyadh in two originals each in, Turkish, Arabic and English languages, all texts being equally authentic. In case of any divergence of interpretations, the English text shall prevail.
For the Government of the Republic of Türkiye
For the Government of the Kingdom of Saudi Arabia
Abdulaziz bin Salman bin Abdulaziz Al Saud Minister of Energy