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İSKENDERUN DEMİR VE ÇELİK A.Ş.

Governance Information Feb 28, 2024

5923_rns_2024-02-28_4d052f28-bfff-491a-8f80-1e5a3d0974ea.pdf

Governance Information

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ADDITIONAL DISCLOSURES WITHIN THE FRAME OF CMB REGULATIONS

General disclosures which must be done pursuant to the "II-17.1 Communiqué on Corporate Governance" of the Capital Markets Board, could be found hereinafter:

1. Total number of shares and voting rights reflecting the current corporate structure as of the date that the announcement and should the corporation have privileged shares, number of privileged shares and voting rights for each privileged share group and information on the feature of the privileges:

Shareholder Amount of
Shares (TRY)
Rate of
Share in
Capital (%)
Voting Right Rate of
Voting Right
(%)
Ereğli Demir ve Çelik Fabrikaları T.A.Ş. 2,751,325,633 94.87 275,132,563,316 94.87
Other 148,674,367 5.13 14,867,436,684 5.13
Total 2,900,000,000 100.00 290,000,000,000 100.00

This capital is divided into shares Group A and Group B. 2.000 (twothousand) share of certificate, issued to the bearer amounting to TRY 20 (twenty Turkish Lira) belongs to ERDEMİR is A group and 289,999,998,000 (two hundred eighty nine billion nine hundred ninety nine million nine hundred ninety eight thousand) share of certificates amounting to 2,899,999,980 (two billion eight hundred ninety nine million nine hundred ninety nine thousand nine hundred eighty Turkish Lira) is B Group.

Usufruct right to the name of Privatization Administration has been established in order to be valid until a contrary decision is taken by High Board of Privatization on A Group shares together with all rights.

In the Company's Articles of Association,

  • The decisions related to amendments on board of directors meeting and decision quorum and on the rights affecting A Group shares in the Articles of Association; any kind of Articles of Association amendment effecting obligations related to investment and employment and in parallel with the obligations existing in the Articles of Association and affecting directly or indirectly the rights entitled to A Group Shares related to these obligations,

  • To close and to sell any of the integrated steel production facilities and mine facilities owned by the company; to restrict with any encumbrance or to decrease its capacity,

  • To close, to sell, to demerger or to merger or to liquidate the company,

may be made by affirmative vote of representative of Privatization Administrating having usufruct right as representative of A group shares. Otherwise the decisions made shall be invalid.

2. Changes in the management and activities of the corporation that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly and information on the reasons for such changes:

There is no change in the management and activities of the corporation that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly.

3. In case the general assembly meeting agenda includes dismissal, change or election of board of directors members, the grounds for their dismissal and change and with respect to the persons whose candidacy has been declared to the corporation; their curricula vitae, duties that they have conducted in the last ten years and reasons for their resignation, feature and materiality level of their relation with the corporation and its related parties, whether they are independent or not, and information on similar issues which may affect the activities of the corporation should these persons are elected as members of Board of Directors:

Legal Entity Board Members have been appointed for three years and Independent Board Members have been appointed for one year at the 2021 Ordinary General Assembly Meeting which was held on March 17, 2022.

Due to the expiry of their term of office, Emre GÖLTEPE, Ali FİDAN and Kadri ÖZGÜNEŞ were elected as Independent Members of the Board of Directors for one year as a result of the election at the Ordinary General Assembly Meeting dated March 31, 2023.

According to the decision of our Company's Board of Directors, numbered 781;

It has been decided that Eren Ziya DİK will be registered and announced on the trade registry as a real person representative of OYAK Pazarlama Hizmet ve Turizm A.Ş. in place of Volkan ÜNLÜEL according to the Board of Directors decision of our Company's legal entity Board Member OYAK Pazarlama Hizmet ve Turizm A.Ş., numbered 2023/43.

Resumes of the Independent Board Members who will be nominated at the 2023 Ordinary General Meeting, which will be held on March 28, 2024 are given in the Appendix 1.

4. Written requests of shareholders submitted to the Investor Relations Department for inclusion of an item into the agenda and should the board of directors have not accepted the proposals, such proposals which have not been accepted and grounds for their refusal:

No such request has been received for the Ordinary General Meeting.

5. In case the agenda includes amendment of articles of association, relevant resolution of the board of directors and former and new versions of the articles of association:

There is no such article about the amendment of articles of association in our Ordinary General Meeting's agenda.

APPENDIX-1

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Emre GÖLTEPE

Birth Date : 1982

Educational
Background
Institution Graduation Date
Master's Degree INSEAD Singapore / France
/ Finance
2015-2017
Bachelor's Degree Istanbul Bilgi University / International
Finance
2001-2006
Bachelor's Degree Istanbul Bilgi University / Economics 2001-2006

Foreign Language(s): English

Experiences in last 10 years are;

Experience Starting and Ending Dates
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2023-
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2022-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2022-
Neo Portföy Yönetim A.Ş.
Founding Partner, Board Member
2019-
Lakehill Capital Partners
Founding Partner
2018-
Rhea
Girişim Sermayesi Yatırım Ortaklığı
Vice President
2012-2018

He has no relationship with the company and related entities.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Kadri ÖZGÜNEŞ

Birth Date : 1973

Educational
Background
Institution Graduation Date
Doctor's Degree Boğaziçi
University / Finance
2006
Master's Degree Boğaziçi
University / Economics
1998
Bachelor's Degree İstanbul Technical University /
Management Engineering
1993

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2023-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2023-
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2021-2023
Hektaş Ticaret T.A.Ş.
Independent Board Member
2021-
Kairos Kurumsal Danışmanlık
Managing Partner
2019-
İstinye University
Dr. Lecturer
2018-2023
Temsa
Ulaşım Araçları Sanayi veTicaret A.Ş.
Business Development Deputy General Manager
2018-2018
Temsa Ulaşım Araçları Sanayi veTicaret A.Ş.
Foreign Sales, Marketing Deputy General
Manager
2016-2017
Hacı Ömer
Sabancı Holding A.Ş.
Business Development and Performance Director
2013-2016

He has no relationship with the company and related entities.

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