Enerjisa Enerji Üretim A.S. (“Enerjisa” or “the Company”) is a 50:50 joint venture formed by H.O. Sabanci Holding A.S. (“Sabanci”) from Turkey and Verbund International GMBH from Austria, which is a wholly owned subsidiary of VERBUND AG (“Verbund”).

Haci Ömer Sabanci Holding A.S. (“Sabanci”) is the parent company of the Sabanci Group, which is one of the top industrial and financial conglomerates in Turkey. The Sabanci Family is collectively Sabanci Holding’s major shareholder with 60.6% of the share capital. Sabanci Holding shares are traded on the Istanbul Stock Exchange with a free float of 39.4% (including 9.858% shares held by other family members previously registered to ISE). Depository receipts are quoted on SEAQ International and Portal. Sabanci had a market capitalization of approximately $ 9.08 billion as of August 20, 2010.

While operating in a diversified set of sectors mainly in financial services, cement, automotive, tire & tire reinforcement materials, retail and energy, the Sabanci Group has built joint ventures with prominent global players such as, Bridgestone, Philip Morris, Carrefour, Heidelberg Cement, International Paper, Citibank, Aviva and Verbund. The Group comprises 69 companies, many of which are market leaders in their respective sectors, operating in 18 foreign countries. The Sabanci Group had $ 74.3 billion consolidated assets as of December 31, 2009, and reported $12.2 billion in consolidated revenues; $2.6 billion in consolidated EBITDA and $813 million consolidated net income in 2009.

In 2007, the Sabanci Group announced its strategy to re-balance the Group’s operations, by placing more emphasis, over the next decade, on three divisions - the energy sector being one of them. For further information on the Sabanci Group please see its website: www.sabanci.com

VERBUND AG (“Verbund”) is Austria’s largest utility. It is a publicly traded company in which the Government of Austria maintains a 51% stake. Verbund is one of the biggest hydro power producers in Europe operating 123 hydro power plants, 3 thermal power plant and 3 wind farms with a total installed capacity of approximately 8.4 GW within Austria and Bavaria. In addition, Verbund owns and operates Austria’s high voltage grid and involves electricity retail and trade businesses. In recent years Verbund has evolved from a domestic player to a strong international company. With the acquisition of 13 run-of-river power plants on the Inn River in Bavaria in the past fiscal year, Verbund has made progress towards its aim of becoming one of the leading hydropower generators in Europe. In addition Verbund has developed asset-based joint ventures in Italy and in France. Verbund is consolidating its position in strategic regions to become a key emerging markets energy player, with high priority being given to developments in Turkey.

Verbund had €10.3 billion ($14.9 billion) of consolidated assets as of December 31, 2009 and reported €3.48 billion (US$5.02billion) in consolidated revenues, €1.25 billion ($1.8billion) consolidated EBITDA and €644 million ($0.93 billion) consolidated net income in 2009. Verbund is among the five largest companies listed on the Vienna Stock Exchange, with a market capitalization of approximately €8.55 billion ($10.97 billion) as of August 20, 2010. For further information on Verbund please see its website: www.verbund.at

The total Project cost is estimated at EUR1.0 billion ($1.2 billion) of which IFC is expected to contribute EUR605 million through a combination of: (i) IFC A Loan up to EUR75 million equivalent in Euros for IFC’s own account, (ii) IFC B Loan up to EUR530 million for the account of participants.

97.68 million (USD)

Product Line	IFC Investment (million USD)
Risk Management
Guarantee
Loan	97.68
Equity

* These investment figures are indicative

The Project envisions the construction of the Bandirma-II natural gas fired thermal power plant in western Turkey adjacent to the Marmara Sea, and – according to current planning –two hydroelectric power plants, including Yamanli-II and Dogancay located in the Seyhan River basin in the south of Turkey; and Dagpazari wind power plant located in the Mersin in the south of Turkey. A technical and economic optimization of the individual projects is going on.

The Project will have a significant development impact as it will: (i) increase Turkey's electricity and renewable energy output and help meeting the country's growing energy demand; (ii) in doing so, reduce Turkey’s reliance on coal, thereby reduce carbon intensity and contribute to the effort to reducing global warming (iii) support power sector reform by increasing the share of private generation in Turkey's overall electricity generation in order to move towards possible EU accession and the creation of a regional energy market; and (vi) by size and nature of the transaction, influence Turkey's ability to continue to attract foreign investment in the energy sector. Through the above, the Project will positively impact the fiscal and macroeconomic stability of Turkey.

IFC’s role and additionality in this Project will include: (i) Providing continued leadership in the expansion / follow-on investment, holding together a diverse group of lenders in the context of a relatively complex transition; (ii) supporting reputable sponsors with a significant investment program in the generation segment of Turkey’s electricity market, which is in transition and in strong need of private sector investment given the looming power deficit in generation; (iii) providing long term financing that commercial banks currently cannot provide at sufficient scale without IFC B loan umbrella; (vi) sharing IFC’s extensive know-how of deregulated power markets; (v) advising on contractual and financial structuring issues considering the merchant risk embedded in the Project; (iv) IFC’s stamp of approval and comfort to participants under its B-loan umbrella in a major energy financing with merchant risk in the transitioning electricity market in Turkey; and (iiv) ensuring the implementation of adequate environmental and social standards in line with World Bank Group standards, which are not required under Turkish legislation.

This project is categorized ‘A’ according to IFC’s Environmental and Social Review Procedure based on the potential cumulative impacts associated with the two proposed hydropower projects located in the Seyhan River Basin. Key Environmental and Social issues include the monitoring and management of cumulative impacts on water quality, hydrology and aquatic ecology associated with Enerjisa’s hydropower projects in the Seyhan River Basin; dam safety assessments for the two hydropower impoundments greater than 15 m in height; occupational health and safety management during project construction (in particular tunneling associated with hydropower projects); land acquisition associated with the hydropower projects; preservation of cultural heritage in the vicinity of the Yamanli II hydropower project and ongoing stakeholder engagement.