KOCAER ÇELİK SANAYİ VE TİCARET A.Ş.

AGM Information • Apr 26, 2023

Summary Info	Registration of the Resolutions taken in the Ordinary General Assembly Meeting
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2022
Ending Date Of The Fiscal Period	31.12.2022
Decision Date	30.03.2023
General Assembly Date	25.04.2023
General Assembly Time	10:00
Record Date (Deadline For Participation In The General Assembly)	24.04.2023
Country	Turkey
City	DENİZLİ
District	PAMUKKALE
Address	Denizli North Point Otel, Fevzi Çakmak Bulvarı No:129/ Denizli

Agenda Items

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 2022,

3 - Reading the Independent Audit Report prepared by the Independent Audit Firm for the year 2022,

4 - Reading, discussing, and approving the financial statements for the 2022 accounting period,

5 - Release of the members of the Board of Directors separately for their activities in 2022,

6 - Determining the use of 2022 profit, dividend distribution and dividend distribution ratios,

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 - Election of Independent Board Members in order to comply with Corporate Governance Principles,

9 - 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 2023 in accordance with the Turkish Commercial Code and the Capital Markets Law,

10 - 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 2022 by the Company and its subsidiaries,

11 - Informing and discussing the "Remuneration Policy" determined for the members of the Board of Directors and senior executives in accordance with the regulations of the Capital Markets Board,

12 - Discussing and approving the "Dividend Distribution Policy" created in accordance with the Capital Markets Board regulations,

13 - Giving information and discussing the "Disclosure Policy" established in accordance with the Capital Markets Board regulations,

14 - Discussing and approving the "Donations and Aid Policy" created in accordance with the Capital Markets Board regulations,

15 - Pursuant to the decision of the Capital Markets Board's Decision Body dated 09/02/2023 and numbered 8/174, approving the decision of the Board of Directors dated 15.02.2023 regarding the donations and aid made in relation to the earthquakes that occurred on 06.02.2023, the epicenter of which was Kahramanmaraş and affected 10 provinces.

16 - Providing information about the donations and aids made by the Company in 2022 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 2023,

17 - Informing the shareholders about the important transactions that may cause conflict of interest in 2022 in accordance with the principle number 1.3.6 of the Corporate Governance Principles,

18 - Discussing and submitting for approval the draft amendment of the Articles of Association, which is prepared and attached to amend the Articles 3, titled "Purpose and Subject", and Article 20, titled "Donations", of the Company's Articles of Association,

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

20 - Wishes and Comments.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	RESOLUTION FOR THE ORDINARY GENERAL ASSEMBLY MEETING KOCAER CELIK SANAYİ VE TİCARET A.Ş. Ordinary General Assembly Meeting was held today at 10:00. The major resolutions taken at the meeting are as follows: - Board of Directors' Activity Report for the year 2022 was approved - Independent Audit Report prepared by the Independent Audit Firm and Financial statements for the year 2022 were approved - Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. (An Independent member of Baker Tilly International) was elected as the independent auditor for the review of 2023 financial reports. - Distribution of a net profit share of TRY 135,900,000, to be paid in cash, on May 31, 2023 at the latest to our shareholders as TRY Net 0.2067 for every one TRY nominal value share was approved. - Our Company's "Remuneration Policy", "Dividend Distribution Policy, "Disclosure Policy" and "Donations and Aid Policy" have been approved. - Information about the donations and aids made by the Company in 2022 in accordance with the Corporate Governance Principles provided and TRY 3 million have been set for the upper limit for donations and aids to be made in the remainder of the year 2023. - Amendment of the Articles of Association, which is prepared and attached to amend the Articles 3, titled "Purpose and Subject", and Article 20, titled "Donations", of the Company's Articles of Association have been approved by the General Assembly.
Are There Articles Of Association Amendment Relating To Company Head Office In Minutes	Yes

Decisions Regarding Corporate Actions

Dividend Payment	Discussed

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	26.04.2023

General Assembly Result Documents

Appendix: 1	ToplantıTutanağı.pdf - Minute
Appendix: 2	Esas Sözleşme Tadil Metni.pdf - Other Result Document
Appendix: 3	Gündem.pdf - Other Result Document
Appendix: 4	Politikalar.pdf - Other Result Document
Appendix: 5	Kar Payı Kararı.pdf - Other Result Document
Appendix: 6	25.04.2023 Hazirun.pdf - List of Attendants
Appendix: 7	Bağımsızlık Beyanları.pdf - Other Result Document

Additional Explanations

Resolutions taken in our Company's Ordinary General Assembly Meeting held on 25 April 2023, have been registered by Denizli Trade Registry Office on 26 April 2023