Regulatory Framework OFAC · CMB · KAP

Operating within the applicable U.S. regulatory framework.

Denarius Holding Group, Inc. conducts its activities in accordance with applicable U.S. laws and regulations. The Company's Venezuelan operations are conducted under authorizations issued by the U.S. Office of Foreign Assets Control (OFAC), and the Company reports through its Turkish parent under the disclosure regime of the Capital Markets Board of Türkiye.


01 — Corporate Governance

Grounded in clear strategies and defined internal policies.

Denarius Holding Group's corporate governance is grounded in clear strategies, defined internal policies, and an organisational structure designed to respond with agility to business requirements while preserving operational integrity across all technical and administrative processes.

As a subsidiary of a Turkish company listed on Borsa Istanbul, the Group operates to world-class corporate governance standards, providing the foundation for efficient decision-making and the confidence of its shareholders, counterparties, and investor community. Board oversight and executive management are aligned with the ODAŞ Group's governance policies, subject to the audit and disclosure requirements of a publicly-listed parent.


02 — U.S. Framework

OFAC General Licenses.

DHG's Venezuelan activities are conducted under the framework of the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Venezuela-related authorizations. The applicable general licenses are:

General License 52A — authorizes certain transactions involving PDVSA and its subsidiaries. GL 52A provides the regulatory basis for the Group's participation in the Petrokariña CPPH. The contract is executed at the Venezuelan level by Minerosol Group C.A., a wholly-owned Venezuelan subsidiary of Denarius Holding Group Inc., providing the operational structure required by the Venezuelan hydrocarbons framework while maintaining U.S. corporate governance at the parent level.

General License 48B — provides ongoing operating authorization applicable to authorized specialized service providers in the Venezuelan upstream sector, including the sister company Denarius Pumping Services de Venezuela, C.A.

U.S. sanctions counsel has been retained since inception of the current programme. Legal counsel is separately retained in Caracas for Venezuelan corporate and hydrocarbons matters.


03 — Public Disclosure

KAP and CMB disclosure.

As a subsidiary of a Turkish company listed on Borsa Istanbul, Denarius Holding Group is included within the disclosure perimeter of the Capital Markets Board (CMB) of the Republic of Türkiye. Material transactions and developments at the DHG level that meet applicable materiality thresholds are disclosed by ÇAN2 Termik A.Ş. (BIST: CANTE) on the Public Disclosure Platform (KAP) and consolidated in the audited financial statements of the Turkish parent.

The ultimate parent, ODAŞ Elektrik Üretim Sanayi Tic. A.Ş. (BIST: ODAS), is a member of the BIST 100, BIST Stars, and BIST Corporate Governance indices.


04 — Governing Law & Disputes

New York law, ICC arbitration seated in New York.

Material contracts entered into by Denarius Holding Group adopt the laws of the State of New York and refer disputes to the International Court of Arbitration of the International Chamber of Commerce (ICC), with seat in New York and English as the language of the proceedings. This election is designed to satisfy the applicable OFAC framework and does not modify the substantive rights of the parties under Venezuelan mandatory rules of public order.


05 — Compliance Enquiries

Enquiries relating to the Company's regulatory framework may be directed to the Compliance office.

compliance@denariusholding.com