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KOCAER ÇELİK SANAYİ VE TİCARET A.Ş.

AGM Information May 4, 2024

5933_rns_2024-05-04_54629689-3356-418d-afde-60520562e256.pdf

AGM Information

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KOCAER CELIK SANAYİ VE TİCARET ANONİM ŞİRKETİ

FROM THE BOARD OF DIRECTORS

INVITATION TO THE 2023 ORDINARY GENERAL ASSEMBLY MEETING DATED 27.05.2024

In accordance with the decision of our Board of Directors, dated May 3, 2024, Kocaer Çelik Sanayi ve Ticaret Anonim Şirketi ("Company") Ordinary General Assembly Meeting ("Ordinary General Assembly") will be held on Monday, May 27, 2024, at 10:30 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 ("e-GKS") 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 e-GKS. 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.

KOCAER ÇELİK SANAYİ VE TİCARET ANONİM ŞİRKETİ

AGENDA

FOR THE 2023 ORDINARY GENERAL ASSEMBLY MEETING OF

KOCAER ÇELİK SANAYİ VE TİCARET ANONİM ŞİRKETİ DATED MAY 27, 2024

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 2023,

3. Reading the Independent Audit Report prepared by the Independent Audit Firm for the year 2023,

4. Reading, discussing, and approving the financial statements for the 2023 accounting period,

5. Release of the members of the Board of Directors separately for their activities in 2023,

6. Discussing, voting and resolving of the proposal of Board of Directors for the distribution of 2023 profit,

7. Determining and deciding on all kinds of remuneration such as wages and attendance fees of the members of the board of directors in accordance with the Company's Remuneration Policy,

8. Discussing and deciding on the proposal of the Board of Directors regarding the selection of an Independent Auditing Firm for the audit of accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and the Capital Markets Law,

9. In accordance with the Turkish Commercial Code and Capital Markets Board regulations; Informing the shareholders about the income or benefits obtained from the guarantees, pledges, mortgages and sureties given in favor of third parties in 2023 by the Company and its subsidiaries,

10. Providing information about the donations and aids made by the Company in 2023 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 2024,

11. Informing the shareholders about the important transactions that may cause conflict of interest in 2023 in accordance with the principle number 1.3.6 of the Corporate Governance Principles,

12. Allowing the Members of the Board of Directors to carry out the transactions found under Articles 395 and 396 of the Turkish Commercial Code,

13. Wishes and Comments.

PROXY FORM

FOR THE 2023 ORDINARY GENERAL ASSEMBLY MEETING OF

KOCAER ÇELİK SANAYİ VE TİCARET ANONİM ŞİRKETİ DATED MAY 27, 2024

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 2023 to be held on Monday, May 27, 2024, at 10:30 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 2023,
3. Reading the Independent Audit Report prepared by the
Independent Audit Firm for the year 2023,
4.
Reading,
discussing,
and
approving
the
financial
statements for the 2023 accounting period,
5. Release of the members of the Board of Directors
separately for their activities in 2023,
6. Discussing, voting and resolving of the proposal of Board
of Directors for the distribution of 2023 profit,
7. Determining and deciding on all kinds of remuneration
such as wages and attendance fees of the members of the
board of directors in accordance with the Company's
Remuneration Policy,
8. Discussing and deciding on the proposal of the Board of
Directors regarding the selection of an Independent Auditing
Firm for the audit of accounts and transactions for the year
2024 in accordance with the Turkish Commercial Code and
the Capital Markets Law,
9. In accordance with the Turkish Commercial Code and
Capital
Markets
Board
regulations;
Informing
the
shareholders about the income or benefits obtained from the
guarantees, pledges, mortgages and sureties given in favor of
third parties in 2023 by the Company and its subsidiaries,
10. Providing information about the donations and aids made
by the Company in 2023 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
2024,
11.
Informing
the
shareholders
about
the
important
transactions that may cause conflict of interest in 2023 in
accordance with the principle number 1.3.6 of the Corporate
Governance Principles,
12. Allowing the Members of the Board of Directors to carry
out the transactions found under Articles 395 and 396 of the
Turkish Commercial Code,
13. 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.

2. 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]

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