KOCAER ÇELİK SANAYİ VE TİCARET A.Ş.

Proxy Solicitation & Information Statement • Mar 25, 2025

PROXY KOCAER ÇELİK SANAYİ VE TİCARET ANONİM ŞİRKETİ

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

Proxy( *);

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.

SCOPE OF AUTHORITY TO REPRESENT

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.

About the Matters Included in the Agenda of the 1st General Assembly;

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

(*) Information articles are not voted.

If the minority has a separate draft resolution, this is also indicated separately to ensure voting by proxy.

2. Special instruction on other issues that may arise at the General Assembly meeting and especially on the use of minority rights:

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.

B) The shareholder chooses one of the options below and specifies the shares he wants the proxy to represent.

1. I approve the representation of my shares detailed below by the proxy.

a) Order and Serial (*)

b) Number / Group (**)

• c) Amount-Nominal Value
• d) Share with privileged voting rights or not
• e) Bearer-Registered (*)
• f) Ratio of the total shares/voting rights of the shareholder

*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.

1. I approve the representation by the proxy of all of my shares in the list of shareholders who can attend the general assembly prepared by MKK one day before the day of the General Assembly.

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.

[Signature]