AGM Information • Mar 25, 2025
AGM Information
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In accordance with the decision of our Board of Directors, dated March 24, 2025, numbered 2025/7, Kocaer Çelik Sanayi ve Ticaret Anonim Şirketi ("Company") Ordinary General Assembly Meeting ("Ordinary General Assembly") will be held on Monday, April 21, 2025, at 10:00 AM at Denizli North Point Hotel, Fevzi Çakmak Bulvarı No:129/ Denizli to discuss and decide on the agenda written below.
Shareholders of our company may attend the Ordinary General Assembly Meeting, either physically or electronically, in person or through their representatives. Participation in the Ordinary General Assembly Meeting electronically: It will be held through the Electronic General Assembly System ("eGKS") provided by Central Securities Depository ("MKK"). Shareholders who will attend the Ordinary General Assembly through e- GKS must first register with MKK's Investor Information Center and also have a secure electronic signature and mobile signature.
Shareholders or their representatives who wish to attend the Ordinary General Assembly Meeting electronically must complete the attendance procedures in accordance with the provisions of the "Regulation on General Assembly Meetings to be Held Electronically in Joint Stock Companies" and "Communiqué on the Electronic General Assembly System to be Implemented in General Assembly of Joint Stock Companies". Otherwise, they will not be able to attend the meeting electronically.
Shareholders or their representatives, who will attend the Ordinary General Assembly electronically through e -GKS, can obtain information on the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from MKK's website (https://egk.mkk.com.tr ).
Shareholders who wish to attend the Ordinary General Assembly Meeting must follow the procedures announced to the public by MKK. Shareholders whose names are included in the list of attendees prepared by the Company, taking into account the "List of Shareholders" provided by MKK, are allowed to attend the Ordinary General Assembly Meeting. The verification of whether individuals who physically attend the Ordinary General Assembly Meeting are shareholders or representatives will be based on the attendee list. For the Ordinary General Assembly meeting to be held physically; individual shareholders must submit their identity documents; while persons authorized to represent legal entity shareholders are required to submit their power of attorney along with their identity documents. Representatives of both individual or legal entity shareholders participating in the meeting in person must present their identity documents and, if applicable, their power of attorney. Representatives authorized from e-GKS can attend the Ordinary General Assembly Meeting by presenting their identity documents and signing the attendee list.
Legal entity shareholders or individual shareholders who are unable to attend the Ordinary General Assembly meeting either physically or electronically may be represented at the meeting by proxy. If the authorization is provided through the e-GKS, the name and surname of the representative must be on the list obtained from MKK . The proxy appointed through the e -GKS does not need to submit a power of attorney, and may attend the Ordinary General Assembly meeting both physically or through the eGKS. If the authorization has not been made via e-GKS, the proxy must be prepared by using the form in ANNEX-1 and it must notarized by a notary public in accordance with Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1)" or the shareholder must attach the notarized signature circular or signature statement to their power of attorney and submit it to the Company. A copy of the proxy form (ANNEX-1) can be obtained from the Company's Headquarter or from the Company's website www.kocaersteel.com. A power of attorney that is not prepared in
accordance with ANNEX 1, will not be accepted. The proxy who will attend the meeting in person by proxy, whether be appointed with a notarized power of attorney or via e-GKS, is required to show identification.
The Ordinary General Assembly meeting will use the open voting method, shareholders or their representatives will vote by raising hands, provided that the provisions of voting in the electronic environment regarding the voting of the agenda items are reserved. As stated in the Company's Articles of Association, each share held by Group A shareholders or their proxies carries 5 (five) voting rights, each share held by Group B shareholders or their proxies carries 2 (two) voting rights, and each share held by Group C shareholders or their proxies carries 1 (one) voting right.
In accordance with paragraph 4 of article 415 of the Turkish Commercial Code No. 6102 and paragraph 1 of article 30 of the Capital Markets Law, the right to attend the Ordinary General Assembly and to vote is not contingent upon the storage of share certificates. Therefore, shareholders do not need to block their shares in order to attend the Ordinary General Assembly meeting. However, if a shareholder wishes to attend the General Assembly Meeting and their identity or information regarding the shares in their account cannot be verified by our Company, they must apply to their intermediary institution. If they wish to attend the General Assembly Meeting, they must remove the "restriction" that prevents the reporting of their identities and shares in their account to our Company no later than 4:30 PM, one day before the Ordinary General Assembly meeting.
The Company's Information Document, which include the agenda items and the necessary explanations to comply with the Capital Markets Board regulations, will be made available for shareholder review within the legal period, three weeks before the meeting. These notes will be available at the Company Headquarters, the investor relations section of the www.kocaersteel.com website, on the Public Disclosure Platform (KAP), and on e-GKS.
The Company processes personal data in accordance with the Law on the Protection of Personal Data No. 6698. For detailed information on how personal data is processed, please visit the KVKK tab on the website, www.kocaersteel.com.
Kindly submitted to the information of the esteemed Shareholders.
Address: GÜMÜŞÇAY MAH. MENDERES BLV. NO:45 MERKEZEFENDİ / DENİZLİ
Trade Registry and Number: Denizli Ticaret Sicili Müdürlüğü / 7519
Mersis Number: 0565060515500019
I hereby appoint _____________________________, whose particulars are given below in detail, as my Proxy to represent me, vote, make proposals and to sign necessary documents at the Ordinary General Meeting of Kocaer Çelik Sanayi ve Ticaret A.Ş. for the year 2024 to be held on Monday, April 21, 2025, at 10:00 AM at Denizli Nortpoint Hotel, Fevzi Çakmak Bulvarı No:129/Denizli
Name Surname/Trade Title:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
(*) Foreign proxies of foreign nationality, it is obligatory to submit the aforementioned information, if any, its equivalents.
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the representation authority.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
Instructions: In the event that the shareholder chooses option (c), the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.
| Agenda Items (*) | Acceptance | Rejection | Dissent | |
|---|---|---|---|---|
| 1. | Opening and formation of the Presidential and |
|||
| Authorization of the Presidential Board to sign the Ordinary | ||||
| General Assembly Meeting Minutes | ||||
| 2. | Reading and discussing the Board of Directors' Activity | |||
| Report for the year 2024 | ||||
| 3. | Reading the Independent Audit Report prepared by the | |||
| Independent Audit Firm for the year 2024 | ||||
| 4. | Reading, discussing, and approving the financial statements | |||
| for the 2024 accounting period | ||||
| 5. | Submitting to the approval of the General Assembly the | |||
| appointments made to the Board of Directors during the | ||||
| period in accordance with Article 363 of the Turkish | ||||
| Commercial Code | ||||
| 6. | Release of the members of the Board of Directors | |||
| separately for their activities in 2024 |
| 7. | Determining the number and term of office of the members | ||
|---|---|---|---|
| of the Board of Directors, election of the members in | |||
| accordance with the determined number, and election of the | |||
| Independent Board Members | |||
| 8. | Discussing and resolving the proposal of the Board of | ||
| Directors regarding profit distribution prepared in line with | |||
| the Company's profit distribution policy | |||
| 9. | Determining and deciding on all kinds of remuneration | ||
| such as wages, attendance fees, bonuses, and premiums of | |||
| the members of the Board of Directors in accordance with | |||
| the Company's Remuneration Policy | |||
| 10. | Approval of the selection of the Independent Audit Firm | ||
| made by the Board of Directors in accordance with the regulations of the Turkish Commercial Code, the Capital |
|||
| Markets Board, and the Public Oversight, Accounting and | |||
| Auditing Standards Authority | |||
| 11. | Informing the shareholders about the income or benefits | ||
| obtained from the guarantees, pledges, mortgages and | |||
| sureties given in favor of third parties in 2024 by the | |||
| Company and its subsidiaries in accordance with the | |||
| Turkish Commercial Code and Capital Markets Board | |||
| regulations; (*) | |||
| 12. | Providing information about the donations and aids made | ||
| by the Company in 2024 in accordance with the Corporate | |||
| Governance Principles and determining the upper limit for | |||
| donations and aids to be made in the remainder of the year | |||
| 2025 | |||
| 13. | Informing the shareholders about the important transactions | ||
| that may cause conflict of interest in 2024 in accordance | |||
| with the principle number 1.3.6 of the Corporate | |||
| Governance Principles (*) |
|||
| 14. | Allowing the Members of the Board of Directors to carry | ||
| out the transactions found under Articles 395 and 396 of the | |||
| Turkish Commercial Code, | |||
| 15. Informing the shareholders about the revised Information | |||
| Policy (*) | |||
| 16. | Wishes and Comments | ||
If the minority has a separate draft resolution, this is also indicated separately to ensure voting by proxy.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the attorney are specified here.
a) Order and Serial (*)
b) Number / Group (**)
*This information is not requested for the dematerialized shares.
**For the dematerialized shares, information about the group, if any, will be given instead of the number.
Name Surname or Title of Shareholder ( *):
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Tax number:
Trade Registry and Number:
MERSIS number:
Address:
( *) For foreign shareholders, it is obligatory to submit the aforementioned information, if any, its equivalents.
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