OYAK Çimento Fabrikaları A.Ş.

BOARD OF DIRECTORS' REPORT PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY – 30 SEPTEMBER 2025

A. GENERAL INFORMATION

1. Reporting Period

01.01.2025 – 30.09.2025

- Commercial Name : OYAK Çimento Fabrikaları A.Ş.

- Trade Registration Number : 445644

- Mersis Number : 0612005096100011

- Headquarters Contact Information :

Çukurambar Mah. 1480. Sok. No:2 A/56

Address : Çankaya/ANKARA

Phone : 0(312) 220 02 90

Fax : 0(312) 220 02 91

- Website Address : www.oyakcimento.com

3. Shareholding Structure and Capital Distribution, Organization

Registered Capital Ceiling (TRY) : 20,000,000,000.00 TRY

Paid-in capital (TRY) : 4,861,655,783.00 TRY

Shareholders	Nominal Value (TRY)	Share of Capital (%)
TCC OYAK Amsterdam Holdings B.V.	3,891,795,733.59	80.05
Other	969,860,049.41	19.95
Grand Total	4,861,655,783.00	100.00

An application was submitted to the Capital Markets Board (CMB) on June 13, 2024, regarding the amendment to the Articles of Association for the purpose of increasing our Company's current registered capital ceiling of TRY 1,500,000,000, valid for the years 2021–2025, to TRY 20,000,000,000, and extending the validity period of the registered capital ceiling to cover the years 2024–2028. The said application was approved by the CMB on January 7, 2025. Subsequently, the necessary application was submitted to the Ministry of Trade on January 8, 2025, and the Ministry's approval was obtained on January 10, 2025. The amendment was discussed and approved at the 2024 Ordinary General Assembly meeting held on March 28, 2025.

4. Organizational Structure of the Company

5. Explanations on privileged shares and voting rights of shares

There are no privileged shares in the Company.

6. Information about the Board of Directors, executive officers and number of personnel

Members of the Board of Directors are elected within the framework of the provisions of our Company's Articles of Association in accordance with the Turkish Commercial Code and relevant regulations. Changes that occur during the period are made by the decision of the Board of Directors to be approved at the next Ordinary General Assembly. The Company's 2024 Ordinary General Assembly was held on 28.03.2025.

Members of the Board of Directors as of 30.09.2025

Board of Directors	Duties	Term Start Date
Suat ÇALBIYIK	Chairman of the Board	29.03.2024
Eralp TUNÇSOY	Vice Chairman of the Board	29.03.2024
Murat İdris SELA	Board Member	29.03.2024
İsmail DOĞAN	Board Member	04.09.2024
ATAER Holding A.Ş. (Person Acting on its Behalf: Volkan ÜNLÜEL)	Board Member	19.03.2020*
OYAK Birleşik Enerji A.Ş. (Person Acting on its Behalf: Gözde ERKOÇ)	Board Member	29.03.2024
Sezai Afif ENSARİ	Independent Board Member (Chairman of the Early Risk Detection Committee)	19.03.2020
Abdurrahman ÇELİKER	Independent Board Member (Chairman of the Corporate Governance Committee, Member of the Audit Committee)	19.03.2020
Cem ÇAKMAK	Independent Board Member (Chairman of the Audit Committee, Member of the Early Risk Detection Committee)	28.03.2025
Kadri ÖZGÜNEŞ	Independent Board Member (Member of the Corporate Governance Committee)	28.03.2025

^*As of June 25, 2025, Volkan ÜNLÜEL has been appointed as the representative acting on behalf of ATAER Holding A.Ş.

Changes Made to the Board of Directors During the Period

OYAK Çimento Fabrikaları A.Ş. number of members of the Board of Directors; A total of ten (10) members, four (4) of whom are independent board members, have been determined.

Board members who are assigned to serve for three (3) years;

Mr. Suat ÇALBIYIK,
Mr. Eralp TUNÇSOY
Mr. Murat İdris SELA
Mr. İsmail DOĞAN
ATAER Holding Anonim Şirketi (The person acting on its behalf Mr. Baran ÇELİK)
OYAK Birleşik Enerji Anonim Şirketi (The person acting on its behalf Mrs. Gözde ERKOÇ)

To the Independent Board Memberships, in accordance with the relevant articles of our Articles of Association, the Turkish Commercial Code, and Capital Markets Legislation, the individuals deemed appropriate by the Corporate Governance Committee of the Board of Directors and listed below have been appointed to serve for a term of one year:

Mr. Sezai Afif ENSARİ
Mr. Abdurrahman ÇELİKER
Mr. Cem ÇAKMAK
Mr. Kadri ÖZGÜNEŞ

have been elected to serve until the next ordinary general meeting.

At the Board of Directors meeting of our Company held on 25.06.2025; in accordance with the resolution of the Board of Directors of ATAER Holding Joint Stock Company, a legal entity member of our Company's Board of Directors, it has been resolved that, effective as of June 25, 2025, Mr. Volkan ÜNLÜEL shall be appointed as the new real person representative acting on behalf of ATAER Holding Joint Stock Company, replacing Mr. Baran ÇELİK.

Duties and Powers of the Board Members

The Chairman and Members of the Board of Directors have the duties and powers set out in the relevant articles of the Turkish Commercial Code and the Articles of Association of the Company.

Numbers of Board Meetings Convened throughout the Year and Attendance by the Board Members at these Meetings

As of 01.01.2025-30.09.2025, the Board of Directors met 19 times and made 50 decisions. Members of the Board of Directors attended the meetings. The attendance rate of all Board of Directors meetings is 100%.

Committee Members of the Committees of the Board of Directors, Frequency of Meetings, Working Principles, including the Activities to be Carried Out, and Evaluation of the Board of Directors on the Effectiveness of the Committees

In 2025, the Audit Committee convened 4 times, the Corporate Governance Committee convened 3 times, and the Early Risk Detection Committee has convened 4 times. Board Members regularly attended these meetings. Working guidelines for committees are available on www.oyakcimento.com.

The Company's Board of Directors has established the Audit Committee, the Corporate Governance Committee and the Early Risk Detection Committee to properly fulfill its duties and responsibilities and comply with Corporate Governance Principles and has published the principles of the functioning of the Committees on the website. The Audit Committee and the Corporate Governance Committee of the Board of Directors meet every 3 months, and the Early Risk Detection Committee meets every 2 months and informs the board of directors in accordance with the purposes specified in the operating principles.

Under the framework of the Corporate Governance Communiqué of the Capital Markets Board, the authority, duty and responsibility for the fulfillment of the tasks stipulated for the Nomination Committee and the Remuneration Committee are also assigned to the Corporate Governance Committee.

No external consulting service has been provided by the committees throughout the year.

Committee	Duties	Name and Surname	Title	Meeting Frequency
	Chairman	Cem ÇAKMAK	Independent Member	Once every 3-month
Supervision Committee	Member	Abdurrahman ÇELİKER	Independent Member	period, at least four times a year.
Corporate	Chairman	Abdurrahman ÇELİKER	Independent Member	Once every 3-month
Governance	Member	Kadri ÖZGÜNEŞ	Independent Member	period, at least four times
Committee	Member	Sena ATAY	Investor Relations Manager	a yea
Early Risk Detection	Chairman	Sezai Afif ENSARİ	Independent Member	Once every 2-month period, at least six times a
Committee	Member	Cem ÇAKMAK	Independent Member	year

Executive Officers

Executive Managers	Duties	Term Start Date
Murat İdris SELA	OYAK Çimento Country CEO	12.09.2023
Kadir Serdar MEHTER	Industrial Operations Country Director	18.12.2023
Ozan ERİNÇKAN	Commercial and Supply Chain Country Director	15.09.2023
Ali Onur AYGÜN	Finance Country Director	15.09.2023
Erhan TURAN	Concrete and Aggregate Operations Country Director	15.09.2023
Eda GÜZELDEMİR DEMİRAY	Human Resources Country Director	16.06.2025

The number of our company personnel is 3,274 people, including 2,353 that are covered by collective agreements and 921 that are not covered by collective agreements.

Changes to Executive Officers during the Period

Mrs. Eda GÜZELDEMİR DEMİRAY has been appointed as the Country Director of Human Resources in our company, effective June 16, 2025.

7. Actions of Board Members with the company on behalf of themselves or someone else, as well as activities falling under non-competition

In the Ordinary General Assembly meeting held on 28.03.2025 regarding the activities of the Company for 2024, board members were granted permission for 2025 to carry out transactions within the framework of the articles 395 and 396 of the Turkish Commercial Code. In this context, no transaction has occurred.

8. Employee and Worker Movements and Collective Agreement Practices and Rights and Benefits Provided to Employees and Workers

In-scope and out-of-scope personnel working in the company are subject to the Social Insurance and General Health Insurance Law No. 5510 in terms of social security, and the Labor Law No. 4857 in terms of labor law.

The personnel rights of out-of-scope personnel are carried out in accordance with the service contracts signed between the Company and the employee, and the personnel rights of in-scope personnel are carried out in accordance with the provisions of the collective bargaining agreement. The workers are affiliated with the Turkish Çimse-İş union.

The new term collective bargaining agreement was signed between the Cement Industry Employers' Union (ÇEİS), of which we are a member, and the Turkish Çimse-İş Union, as of January 31, 2024, with a validity period of 01.01.2024-31.12.2025. Effective as of 01.01.2024, 60% will be added to the bare hourly wages received on 31.12.2023 by workers who worked at the workplace on 01.01.2024 in the first year of the contract and whose employment contract continues the date of signing the collective bargaining agreement. (For the period of 01.01.2024- 31.12.2024 of TURKSTAT) a wage increase of 47.38% was applied, including CPI+3.

According to the CMB communiqué numbered II-14.1, the severance pays provisional amount allocated at the end of the period is 534,931,817 TRY.

9. Compliance with Corporate Governance Principles

The "Corporate Governance Principles" published by the Capital Markets Board have been complied with and are oriented towards these principles in the period 01.01.2025 –30.09.2025. Corporate governance compliance rating agreement has been signed with SAHA Corporate Governance and Credit Rating Services Inc., which is authorized by the Capital Markets Board, on August 13, 2025

10. Amendments to the Articles of Association

In accordance with the Board of Directors' decision dated 05/06/2024, the Company's Articles of Association;

-"Part I: Article 4 titled Purpose and Subject,
-"Part II: Article 7 titled Share and Transfer of Shares and Company Capital,
-"Part III: Article 10 titled Board of Directors,

It has been decided to obtain the necessary approvals from the Capital Markets Board (CMB) and the Ministry of Customs and Trade, and to make the necessary applications and other legal procedures to the relevant authorities regarding the amendment of the above-mentioned articles of the Articles of Association. The changes will be submitted for approval at the first General Assembly meeting to be held. The amendment application we submitted to the Capital Markets Board on June 13, 2024, has been approved in accordance with Article 33/2 of the Capital Markets Law and was approved by the CMB with its letter dated January 7, 2025. The approval was accepted at the Ordinary General Assembly Meeting for the year 2024, held on March 28, 2025. The amendment to the articles of association was registered by the Ankara Trade Registry Office on April 29, 2025, and announced in the Turkish Trade Registry Gazette No. 11322 dated April 30, 2025.

B. Financial Rights Granted to Board Members and Executive Officers

1. Total amount of financial benefits such as attendance payment, remuneration, premium, bonuses and dividends

It has been decided in the Ordinary General Assembly meeting held on March 28, 2025, that the Board of Directors members, who will serve until the next Ordinary General Assembly meeting, will be paid a remuneration fee of 44,209.34 TRY starting from April 1, 2025. Additionally, life insurance (death) has been provided for all members of the Board of Directors.

No performance-based rewarding payments have been made to the Board members.

During the period, no amounts were credited to the board members and managers, directly or through a third party as a personal loan, and no guarantees such as collateral were given in their favor.

The salaries of the Company's executive officers are determined by the Company's Board of Directors. Additional performance-based payments are made within the Company to noncovered personnel, including the Company's executive managers.

The total wages and other short-term benefits provided to senior executives of the Company amount to TRY 387,165,529. (*)

(*) TAS 29 effective amount is TRY 419,899,676.

2. Information on the total amount of allowances, travel, accommodation and representation expenses, as well as in-kind and cash benefits, insurance and similar guarantees

Expenses were not recorded during the reporting period in relation to the Company's Board members.

C. Research and Development Activities

R&D activities regarding concrete designs for our current and alternative customers, along with studies carried out for the purposes of alternative energy sources in the manufacturing process at our Company, development of new products and product applications, are currently being carried out;

For the period 01.01.2025-30.09.2025, TRY 142,318,791 (*) is recorded as a research and development expense.

(*) This amount reflects the impact of TAS 29.

D. Activities and Important Developments Related to Activities

1. Investment Activities

OYAK Çimento, which leads pioneering activities in its sector to contribute to a sustainable world, continues its work without slowing down in accordance with the 2050 road map it has prepared focusing on risks related to climate change, in today's world where the transition to a carbon neutral world is planned through energy transformations. In this context, OYAK Çimento, the first cement company in Turkey to make the "Net-Zero" commitment, which brings together the criteria needed by companies to determine science-based targets to limit the global temperature increase to 1.5°C, has registered its "Net-Zero" commitment in 2023 by the Science Based Targets Initiative (SBTi). Thus, OYAK Çimento has once again demonstrated its difference in the sector with its value-oriented business model in the light of R&D and innovation studies. OYAK Çimento has committed that it will reduce its 2021 carbon emissions, caused directly and through energy supply, by 22.8% by 2030.

OYAK Çimento, which has aligned its sustainability strategy to contribute to Turkey's 2053 net zero target, has made significant investments in the last 5 years to reduce energy costs, take waste feeding systems to advanced levels, build waste heat recovery facilities and establish more environmentally friendly units within the scope of its environmental responsibility, while also designing projects that will take it further in the future by significantly increasing the rate of alternative fuel use.

With the creative and innovative digital solutions offered thanks to OYAK Çimento 4.0, the first digital transformation project for the cement industry, industrial digitalization, energy efficiency and quality increase have been achieved for sustainable operation.

One of the projects under OYAK Çimento 4.0, implemented in collaboration with FİZİX, the Machine Health Monitoring Project, enables us to start understanding what communication patterns of machines by analyzing their communication signals — sound, vibration, and heat data — through IoT and artificial intelligence-supported software. This marks the initial steps in our journey to communicate with machines and learn their language. Field exploration studies were conducted at our factories, and network installations compatible with the specified infrastructure and communication protocols have been completed at all locations. The Ankara factory phase, consisting of 885 sensors out of the total 10,600 sensors, has been commissioned, while commissioning efforts continue at the Ünye and Denizli factories. The system is planned to be fully operational across all locations by the end of the year. By enabling automatic fault detection and early identification of issues, the project will prevent possible breakdowns, reduce maintenance costs, downtime, spare parts inventory costs, and carbon emissions, while increase efficiency in maintenance activities, productivity, and production. Another project, the Automation Upgrade Project, involves updating the automation systems used in our Turkish factories, whose technical support, spare parts supply, and software support have ended.

Upon completion, the hardware and software of the automation systems in Turkish factories will be upgraded to the latest versions, ensuring continuity of production processes and uninterrupted data transfer to existing PI systems and future digital platforms planned to be implemented, such as APC (Advanced Process Control) and Energy Monitoring and Management Systems. Commissioning at Ankara Factory, Ereğli Facility, İskenderun Facility, and Ünye Factory Packaging Plants has been completed, and full commissioning across all locations is planned by the end of the year.

2. Internal control system and internal audit activities

In order to increase the effectiveness and efficiency of the internal control system, the Company regularly monitors periodic measurements, preventive maintenance practices, specific energy monitoring reports, daily production tracking tables, monthly activity reports and takes instant measures against elements that may affect the Company's productivity. In addition, a management system is implemented with targets and committee activities are carried out.

An internal audit unit department exists in the cement and concrete group. The Company carries out Audit Committee studies and reports and internal control system within its business processes. On 25/07/2012 the Early Risk Detection Committee established. The committee, consisting of a total of 2 members, meetings are held from the date of its establishment to the date of the report, for the purpose of early diagnosis of reasons that endanger the existence and development of the Company and the implementation of the necessary measures and remedies for this and risk management, and submission of reports prepared by the committee in this context to the Board of Directors. Guidelines of the committees are available at the Company's website www.oyakcimento.com

3. Direct and Indirect Subsidiaries

Company	Sector	Participation Rate (%)
Northern Cyprus Cimpor Sanayi Ltd.	Sales of cement, clinker, ready-mixed concrete	100
Northern Cyprus Cimpor Free Port Trading Ltd.	Sales of cement, clinker, ready-mixed concrete	100
Cimpor Romania Terminal S.R.L.	Cement and packaging	100
Marmara Madencilik San. ve Tic. Ltd. Şti.	Exploration, extraction, discovery, exploitation and procuring exploitation of all kinds of mines, processing found raw materials into semi finished and finished goods, purchasing and selling of all	98.9
T1C3 Teknoloji ve Yazılım Geliştirme A.Ş.	Research-Development and software activities	100

4. Information regarding the shares of the Company that it has acquired

None exists between 01.01.2025 –30.09.2025.

5. Explanations on Independent audit and public audit

The independent external audit activities for the year 2025 were approved in the Ordinary General Assembly meeting held on March 28, 2025. The independent external audit will be carried out by the auditing firm Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Ernst & Young Global Limited), and the Full Audit will be performed by Kuzey Yeminli Mali Müşavirlik ve Bağımsız Denetim A.Ş. (a member firm of Ernst & Young Global Limited).

Independent Audit information in 2025, together with the audit information routinely conducted by Full Attestation between 01.01.2025-30.09.2025, is as follows.

Inspecting Institution	Start Date	End Date	Audit Subject	Conclusion
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.	09.12.2024	03.03.2025	Independent Audit (*)	Positive
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.	07.07.2025	07.08.2025	Limited Independent Audit	Positive
PwC Yeminli Mali Müşavirlik A.Ş.	07.01.2025	10.01.2025	Full Certification and Tax Audit (*)	Positive
Kuzey Yeminli Mali Müşavirlik ve Bağımsız Denetim Anonim Şirketi	07.04.2025	11.04.2025	Full Certification and Tax Audit	Positive
Kuzey Yeminli Mali Müşavirlik ve Bağımsız Denetim Anonim Şirketi	07.07.2025	11.07.2025	Full Certification and Tax Audit	Positive

^(*) This is the tax and independent audit for the period 01/01/2024-31/12/2024.

6. Legal Matters

a) Lawsuits

There are no ongoing lawsuits that may affect the financial position and activities or significant lawsuits filed against the Company. In the financial statements dated 30.09.2025, an amount of TRY 360,980,531 is allocated in accordance with the legal report for the cases filed against the company which are not of a significant nature.

b) Administrative-Judicial sanctions

There are none.

7. General Assemblies

On 28.03.2025, Ordinary General Assembly meeting for the year 2024 has been held. The outcomes of Ordinary General Assembly meeting are presented to our shareholders by publishing them on the Public Disclosure Platform (PDP), Company website (www.oyakcimento.com ) and the information portal of the Central Securities Depository (CSD).

Resolutions adopted in the 2024 Ordinary General Assembly meeting held on 28.03.2025 have been implemented.

8. Donations and Social Responsibility Projects

As of 30.09.2025, the total amount of aid and donations made is 9,696,291 TRY.

E. Financial Situation

1. Summary of Financial Statements

Financial statements are prepared according to the Communiqué No:14.1 of the CMB.

(All amounts are expressed on the basis of purchasing power of Turkish Lira ("TRY") as of September 30, 2025, unless otherwise stated.)

Summary Balance Sheet (TRY)

	30/09/2025	31/12/2024
Current Assets	35,106,934,197	28,402,514,852
Non Current Assets	44,930,166,701	42,385,729,880
Total Assets	80,037,100,898	70,788,244,732

Short-Term Liabilities	18,149,003,918	12,029,931,255
Long-Term Liabilities	2,871,234,199	1,535,330,659
Equity	59,016,862,781	57,222,982,817
Total liabilities and equity	80,037,100,898	70,788,244,732

Summary Income Statement (TRY)

	30/09/2025	30/09/2024
Revenue	40,527,516,047	41,717,303,148
Operating Profit	8,370,264,928	10,368,205,893
Profit Before Tax	8,847,320,056	10,491,610,119
Net Profit for the Period	7,282,247,839	7,107,015,878

The Entity prepares its budgets within the frame of its strategic goals that are approved by the Board of Directors.

In the regular meetings of the Board of Directors, Board members review the current position of the Company and activities are compared with the previous period and budget targets.

2. Key Ratios

Significant Ratios

	30/09/2025	30/09/2024
Operating Profit Margin (%)	20.65	24.85
Net Profit Margin (%)	17.97	17.04
EBITDA Margin (%)	26.80	30.74

3. Financial Capacity

It has been observed that the capital of the company was not unrequited within the framework of the calculation made by considering the ratios specified in Article 376 of the Turkish Commercial Code.

4. Development of Funding Sources and Policies Implemented by the Enterprise Regarding this Development

New financing alternatives in accordance with market conditions are constantly being researched and suggestions are being evaluated. It has full access to all national and international resources; There are no changes in the Company's financing resources.

As a result of the credit rating assessment conducted by JCR Eurasia Rating, our Company's Long-Term National Institutional Credit Rating has been affirmed as "AAA / Stable," and the Long-Term International Foreign/Local Currency Corporate Credit Ratings as "BBB- / Stable" on 29.09.2025. Additionally, the Short-Term National Institutional Credit Rating has been affirmed as "J1+ / Stable."

5. Nature and Amount of Issued Capital Market Instruments

The company has no capital market instruments issued as of 30.09.2025.

6. Dividend Distribution

Our profit distribution policy adopted in the Ordinary General Assembly meeting for 2014 held on March 12, 2015, is as follows.

"The Company, in principle, has adopted the policy of distribution of the entirety of the distributable profit for the period in cash, to the extent that the financial leverage rates and the needs for investment / funding and expectations regarding the creation of free cash in the future, including market forecasts, in accordance with the legislation in force and the Articles of Association of the Company. The dividend distribution policy is reviewed annually by the Board of Directors according to national and global economic conditions, the projects on the company's agenda and the status of its funds.

Dividends are paid until 15th of December of the relevant calendar year, in installments with equal or different amounts, in accordance with the provisions of the legislation, with the authorization of the Board of Directors in the general assembly meeting during which a resolution to distribute is adopted.

In accordance with the provisions of the relevant legislation, the General Assembly is authorized to distribute Advance Dividends".

In the 2024 Ordinary General Assembly Meeting of our company held on March 28, 2025, it was decided to distribute a total gross dividend of 4,861,655,783 TRY (gross 1.00 TRY per share) in a single cash payment to the shareholders to on October 30, 2025, the first business day following Republic Day on October 29, 2025.

7. Information about the Industry in Which the Enterprise Conducts Business

There are 56 active integrated facilities and 21 grinding - packaging facilities belonging to 32 groups and manufacturers throughout Türkiye (*). According to Turkish Cement data for 2024, Türkiye's clinker production capacity is 100,990,456 tons and its cement production capacity is 149,329,825 tons (**).Turkey ranks third after China and India with this capacity (***).

When Turkish Cement data of July 2025 is evaluated as basis; Cement production is 50,662,643 tons. Total sales were realized as 41,558,886 tons of domestic sales; It was realized as 8,927,269 tons of export. Also in this period, clinker exports were 4,242,899 tons. There is excess capacity in Turkey and export has become mandatory. Despite this excess capacity, cement factory investments continue in different regions of Turkey.

According to Turkish Cement data at the end of July 2025, there was an increase of 5.22% in cement production compared to the same period of the previous year. Approximately 17.62% of the cement produced in this period has been exported. Again, during this period, there was a 4.47% increase in domestic sales and a 10.85% increase in exports.

According to Turkish Cement's July 2025 data, regional domestic cement sales increased in all regions except the Marmara, Aegean and Balack Sea regions, and exports increased in all regions except the Eastern and Southeastern Anatolia regions.

8. Position of the Enterprise in the Industry

Our Company holds 16% of the total cement production capacity and 12% of the total clinker production capacity of the Turkish Cement Industry. According to Türk Çimento's cumulative data for July 2025;

Marmara

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 10.18% decrease in the Marmara Region. In exports, an increase of 10.85% was observed in Turkey, and a 9.44% increase in our region. During the same period, 10,462,977 tons of clinker and 10,784,121 tons of cement were produced.

(***) Based on Cemnet 2024 data.

^(*) Production, domestic and foreign sales data (excluding production capacity data) given for Turkey and regionally include factories that are members of Türk Çimento.

^(**) Production capacity amounts are given for all factories in Türkiye.

Aegean

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 11.57% decrease in the Aegean Region. In exports, while a 10.85% increase was observed in Turkey, our region experienced a 37.79% increase. During the same period, 3,948,533 tons of clinker and 4,331,188 tons of cement were produced.

Mediterranean

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 16.45% increase in the Mediterranean Region. In exports, while a 10.85% increase was observed in Turkey, our region experienced a 2.42% decrease. During the same period, 12,969,183 tons of clinker and 13,733,163 tons of cement were produced.

Black Sea

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 2.25% decrease in the Black Sea Region. In exports, while a 10.85% increase was observed in Turkey, our region experienced a 59.33% increase. During the same period, 4,173,673 tons of clinker and 4,820,069 tons of cement were produced.

Central Anatolia

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 5.96% increase in the Central Anatolia Region. In exports, while a 10.85% increase was observed in Turkey, our region experienced a 365.32% increase. During the same period, 7,045,193 tons of clinker and 8,096,528 tons of cement were produced.

Eastern Anatolia

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 21.29% increase in the Eastern Anatolia Region. In exports, an increase of 10.85% was observed in Turkey, and a 22.69% decrease in our region. During the same period, 3,115,376 tons of clinker and 4,171,398 tons of cement were produced.

Southeastern Anatolia

Domestic sales showed an increase of 4.47% across Turkey compared to the same period last year, and a 15.11% increase in the Southeastern Anatolia Region. In exports, an increase of 10.85% was observed in Turkey, and a 20.06% decrease in our region. During the same period, 3,689,624 tons of clinker and 4,726,176 tons of cement were produced.

9. Development of the Enterprise

OYAK Cement Factories Inc. (formerly Mardin Cement Industry and Trade Inc.), which commenced operations on September 8, 1975, proudly incorporates some of the most established and esteemed names in Türkiye's cement sector. Among these are Aslan Cement — founded in 1910 as the first cement factory in Türkiye and operating continuously for over 115 years — and Adana Cement, established in 1954. The Company made its first cement export in 1975 to countries in the Middle East, marking the beginning of its international growth journey. With its strong brand identity, trusted reputation, and deep-rooted industrial expertise, OYAK Cement continues to be a leading and preferred player in both domestic and international markets.

OYAK Çimento Fabrikaları A.Ş.'s on 13.12.2019, considering the synergy to be created in line with strategic plans and targets in the cement sector, Adana Çimento Sanayii Ticaret A.Ş., Aslan Çimento A.Ş., Bolu Çimento Sanayi A.Ş. and Ünye Çimento Sanayi ve Ticaret A.Ş. It was decided to start negotiations with the intention of merging with.

The "Announcement Text" regarding the merger has been approved by the Capital Markets Board's decision dated 20.02.2020; It was also submitted to the approval of the partners at the Extraordinary General Assembly held on 27.03.2020. The merger was approved at the extraordinary general assembly. The merger was registered at the Mardin Trade Registry Office on 14.05.2020.

The registration procedures for the merger within our Company, by "taking over" all the assets and liabilities of Oyak Beton Sanayi ve Ticaret A.Ş., which is a 100% subsidiary of our Company, registered with the registry number 195300 at the Ankara Trade Registry Office, as a whole, by applying the "Facilitated Merger" method, have been completed at the Ankara Trade Registry Office as of 31.12.2020.

On June 13, 2023, the title of OYAK Çimento A.Ş., the main partner of the Company, was changed to OYAK Denizli Çimento Anonim Şirketi. As of June 19, 2023, OYAK Denizli Çimento A.Ş. Denizli Çimento Sanayii Türk A.Ş., its subsidiary. and OYAK Denizli Çimento A.Ş. through "merger in a simplified procedure". The merger process has been registered.

OYAK Denizli Çimento A.Ş., the main partner of the Company. By evaluating the economic and operational advantages and the synergy that will be created by the merger with OYAK Denizli Çimento A.Ş., the opportunities that will be created after the merger, and the benefits that it will provide to all shareholders, an application was made to the Capital Markets Board, based on the Board of Directors' Decision dated 11 September 2023, for the merger of OYAK Denizli Çimento A.Ş. under the umbrella of the Company, with all its assets and liabilities, and the application was approved on 22 November 2023. At the Extraordinary General Assembly meeting dated 25 December 2023 regarding the merger, the Company "took over" OYAK Denizli Çimento Anonim Şirketi with all its assets and liabilities, and the merger within the Company was accepted by the shareholders, and the merger was registered on 28 December 2023.

As a result of the merger, Cimpor Global Holdings B.V., which was the 100% shareholder of the former OYAK Denizli Çimento A.Ş. became the main partner of OYAK Çimento Fabrikaları A.Ş. with a share of 75.81%.

Founded in 1946 and restructured as a joint-stock company in 1951, TCC operates in the fields of cement and ready-mix concrete production, renewable energy, energy storage, highefficiency battery manufacturing, and carbon black production. TCC's shares have been listed on the Taiwan Stock Exchange since February 1962.

On March 6, 2024, between the Ordu Yardımlaşma Kurumu (OYAK) and TCC Group Holdings ("TCC"), OYAK Çimento Fabrikaları A.Ş. A preliminary memorandum of understanding was signed on 27.11.2023 and binding contracts were signed on 10.12.2023 for the transfer of 20% of the 60% shares indirectly owned by OYAK in the non-public part of the shares to TCC.

Cimpor Global Holdings B.V. before the said share transfer transaction, OYAK Çimento Fabrikaları A.Ş. While owning 75.81% of the capital, 75.81% of the shares of OYAK Çimento Fabrikaları A.Ş. were transferred to TCC OYAK Amsterdam Holdings B.V. as of March 6, 2024, and 60% of the capital of the transferred company was transferred to Taiwan Cement (Dutch) Holdings B.V.; The remaining 40% belongs to OYAK Capital Investments B.V., a 100% subsidiary of OYAK.

The Mandatory Share Purchase Offer obligation arising within the scope of the share transfer transaction announced to the public on 06.03.2024 was fulfilled by TCC OYAK Amsterdam Holdings B.V. between 16.07.2024 and 29.07.2024. Prior to the Mandatory Tender Offer, TCC OYAK Amsterdam Holdings B.V. held a nominal value of TRY 945,082,998.67 of our Company's shares, while this figure increased to TRY 997,896,367.53 following the mandatory share purchase. Accordingly, TCC OYAK Amsterdam Holdings B.V.'s share in our company's capital increased from 75.81% to 80.05%. With the capital increase made on 06.12.2024, TCC OYAK Amsterdam Holdings B.V.'s share in our company increased to 3,891,795,733.59 TRY.

OYAK Çimento, which continues its activities in a wide area as the capacity and market leader of the Turkish cement industry, is a leading group that develops cement usage areas with the principles of efficiency, creativity and profit orientation and plays an active role in the country's market.

OYAK Çimento Fabrikaları A.Ş. has adopted the vision of being a respected, leading and reliable company that develops cement usage areas and plays an active role in world markets. It works to increase sales volumes both domestically and abroad.

10. Units of the Enterprise

The capacities of the branches and facilities of our Company are summarized in the table below.

PLACES OF ACTIVITY	AREAS OF ACTIVITY OF THE FACILITY	Cement Production Capacity (Ton / Year)	Clinker Production Capacity (Ton / Year)	Grinding Capacity (Ton / Year)	Cement Stocking Capacity (Ton / Year)	Concrete Production Capacity (m3 / year)	Aggregate Production Capacity (Ton / Year)	Lime Production Capacity (Ton / Year)	Marble and Rust Production Capacity (Ton / Year)
Adana Cement Branch	Cement-clinker production and sales	3.5 million	3 million
Iskenderun Facility-I	Cement Ground Slag and Sale			1 million
Iskenderun Facility-II	Cement Ground Slag and Sale			1 million
Turkish Republic of Northern Cyprus	Inventory and sales				8 thousand
Bolu Cement Branch	Cement-clinker production and sales	2.5 million	1.4 million
Ereğli Branch	Cement and Ground Slag and Sale			1 million
Ankara Branch	Cement-clinker production and sales	1.75 million	1.3 million
Aslan Cement Branch	Cement-clinker production and sales	3.3 million	1.8 million
Ünye Cement Branch	Cement-clinker production and sales	2.75 million	1.6 million
Rize/ Çayeli	Cement Filling and Packaging Facility				21 thousand
Romania Facility	Cement Filling and Packaging Facility				8 thousand
Mardin Cement Branch	Cement-clinker production and sales	2.7 million	1.85 million
Denizli Cement Branch	Cement-clinker production and sales	3 million	1.65 milllion
Ready Mixed Concrete Facilities (Mersin, Adana, Hatay, Osmaniye, Gaziantep, Kahramanmaraş, Zonguldak, Kocaeli, İstanbul, Samsun, Ordu, Rize, İzmir, Aydın, Manisa, Denizli, Antalya, Ankara, Afyon)	Ready Mixed Concrete Production and Sales					14.5 million
Aggregate Production Facilities (Ayaş, Çerkeşli, Cendere, Akarca)	Aggregate Production Facility						7.8 million
Denizli Lime Production Plant	Lime Production							132 thousand
Marmara Island Marble Facility	Marble and Slurry Production								330 thousand

11. Products

OYAK Çimento Fabrikaları A.Ş. There are cement types in the product range. Portland Cement is used in construction where high strength is required but where the heat of hydration and sulphate effect do not require special attention. Portland Composite Cement is used in general purposes and higher strength constructions where blended cement is used. Pozzolanic Cement is used in concretes exposed to seawater and groundwater, in industrial floors affected by sulphate, and in mass concretes where low hydration heat is required. Blast Furnace Slag Cement is used in concretes exposed to seawater and groundwater, industrial floors affected by sulphate, general purpose constructions, and mass concretes where low hydration heat is required. Sulphate resistant cement types are used in constructions in sulphate areas and areas under the influence of sea water, in underwater, bridge, dam and port foundation constructions, and in the construction of retaining walls. API Well Cement is used in oil drilling wells and geothermal power plants with its high sulphate resistance (HSR), resistance under high temperature and pressure, and workability. White cement can be used wherever gray cement is used. Their main distinguishing features are their white color, aesthetic and decorative features, and high strength gains. Ground Blast Furnace Slag is used as a secondary binder in concrete production.

OYAK Çimento Fabrikaları A.Ş. In its ready-mixed concrete activities product range, in addition to producing standard concrete of all classes and types, it has a wide range of special products, each of which serves a different purpose and can meet every need, which has developed because of long R&D studies and has received trademark registrations.

12. Developments Regarding Sales

While the company continues its activities by targeting sustainable profitability, new investments are pursued domestically. In exports, new sales markets are being investigated.

F. Risks and Assessment of the Board of Directors

1. Risk management policy

The Company manages the risks by identifying the risks that may endanger their existence, development and continuation and taking the necessary measures related to the identified risks. In this context, the Company established the Early Risk Detection Committee.

2. Early Risk Detection Committee

The Company established this committee on 25.07.2012 and the committee consists of 2 members. The committee has met routinely from the date of its establishment to the date of the report, for the purpose of early diagnosis of reasons that endanger the existence and development of the Company and the implementation of the necessary measures and remedies for this and risk management and submitted the reports it has prepared to the Board of Directors. Guidelines of the committee are available on the Company's website www.oyakcimento.com.

3. Future Risks

In accordance with our awareness and priorities for social responsibility, our Company monitors future risks to maintain its activities in accordance with its goals regarding occupational health and safety, environmental sensitivity, regular optimization of its costs and offer innovative products to our customers. All factors that may negatively affect our domestic and export sales quantity and prices are monitored.

G. Other Considerations

1. Headquarters and Organizations outside the Headquarters

The Headquarters and Organizations outside the Headquarters of our Company are listed below.

	Address	Phone Number	Fax Number
Headquarters	Çukurambar Mahallesi 1480. Sokak No: 2A/56 Çankaya-ANKARA / TÜRKİYE	0 (312) 220 02 90	0 (312) 220 02 91
Adana Cement Branch	İncirlik Cumhuriyet Mahallesi Çimento Blv. No: 39/ A Yüreğir / ADANA / TÜRKİYE	0 (322) 332 99 50	0 (322) 332 97 32
Iskenderun Facility I	Karayılan Beldesi Yanı PK: 27 İskenderun/HATAY / TÜRKİYE	0 (326) 654 25 10	0 (326) 654 25 00
Iskenderun Facility II	Karayılan Mah. 37. Sok. No: 9 İskenderun/HATAY / TÜRKİYE	0 (326) 654 25 10	0 (326) 654 25 00
Turkish Republic of Northern Cyprus Facilities	Gazimağusa Serbest Liman Bölgesi Parsel no : 1 GAZİMAĞUSA / KKTC	0 (392) 365 31 25	0 (392) 365 07 64
Bolu Cement Branch	Yuva Köyü Yuva Köyü Merkez ( Mücavir ) Mevkii Çimento Fabrikası yanı Sokak No:1 A Merkez BOLU / TÜRKİYE	0 (374) 226 47 70	0 (374) 226 50 68
Ereğli Branch	Hamzafakıhlı Mahallesi Organize Sanayi Bölgesi 5 Nolu Yol Sokak (Bina no: 116184763) Dış Kapı	0 (372) 334 32 00	0 (372) 334 32 05
	No:3 Ereğli ZONGULDAK / TÜRKİYE
Ankara Branch	Saray Mahallesi Gıdacılar Caddesi No:23 /A-B Kahramankazan ANKARA / TÜRKİYE	0 (312) 815 50 50	0 (312) 815 50 60
Aslan Cement Branch	Cami Mahallesi, Kaplan Caddesi Girişi Sit. No: 149/1 Darıca / KOCAELİ / TÜRKİYE	0 (262) 745 47 47	0 (262) 745 43 42
Ünye Cement Branch	Günpınarı Mah. Boğazağzı Sok. No.2/1 Ünye / ORDU / TÜRKİYE	0 (452) 321 11 00	0 (452) 321 11 30
Rize/ Çayeli Branch	Limanköy Mevkii Çayeli / RİZE / TÜRKİYE	0 (464) 532 86 01	0 (464) 532 86 03
Romania Facility	Incinta Port MANGALIA ROMANIA	00 40 241 743 777	00 40 241 743 733
Mardin Cement Branch	Kabala Mah. 630 Sokak No:1/1 Artuklu / MARDİN / TÜRKİYE	0 (482) 226 64 30	0 (482) 226 64 36
Denizli Cement Branch	Belevi Mah. Fabrika Küme Evleri No:10/1 Çal / DENİZLİ	0 (258) 816 34 00	0 (258) 816 34 26
OYAK Beton	Bahçekapı Mah. 2453 Cad. Oyak Beton Apt. No:8 Etimesgut/ANKARA	0 (312) 278 78 00	0 (312) 278 60 20
Denizli Lime Production Plant	Belevi Mah. Fabrika Küme Evleri No:10/1 Çal / Denizli	0 (258) 816 34 00	0 (258) 816 34 26
Marmara Island Marble Facility	Çınarlı Mah. Bedalan Mevkii 9 Sk.OYAK Çimento Blok No:45 Marmara / Balıkesir	0 (312) 220 02 90	0 (312) 220 02 91

There are also ready-mixed concrete facilities owned by our Company.

2. Information about Changes in Legislation that can Significantly Affect the Company's Activities

There are no changes in legislation that can significantly affect the Company's activities.

3. Information about Conflicts of Interest Between the Organizations from which the Company Procures Services on Issues such as Investment Advice and Rating, as well as Measures Taken by the Company to Prevent these Conflicts of Interest

There are none.

4. Information about Employees' Social Rights, Vocational Training and Other Activities of the Company Which Have Social and Environmental Consequences

Company employees have health and life insurance. In addition, vocational and social skills training are organized both within and outside the company to increase employee competence in the company.

The company evaluates the possible effects and environmental aspects of the investments being made at the project stage and takes all necessary precautions. Environmental impact assessment reports have been prepared for each factory and project regarding the company's activities, and in this context, EIA Positive Certificate and/or EIA Not Required decisions are available. Each factory has "Environmental Permit and License Certificates" valid within the scope of Wastewater Discharge, Air Emission, Noise and Waste Incineration and Co-Incineration. The company monitors all kinds of risks and environmental aspects to protect and improve the environment and human health and safety, and takes immediate measures, and aims to increase the quality level by increasing the effectiveness of the "Integrated Management System", to create a healthy and safe work environment with environmental awareness, and to maintain customer satisfaction by offering products and services that meet their demands and tastes.

The company aims to develop quality and environmental awareness and occupational health and safety culture, reduce work accidents, create a healthy and safe working environment, reduce the use of natural resources and increase efficiency; It has established the "Integrated Management System", which meets the requirements of ISO 9001 "Quality Management System", ISO 14001 "Environmental Management System", ISO 50001 "Energy Management System" and ISO 45001 "Occupational Health and Safety Management System", and has certified it at a level that covers every factory.

The Company updated its efforts to prioritize economic, social and environmental impacts within the scope of Sustainability and reflect them in its management strategy in 2024, covering the period 2025–2030. It published its Integrated Report, which includes 2024 data showing both financial information and sustainability performance in the most holistic, effective and comprehensive way, on September 30, 2025, and its TSRS-Compliant Sustainability Report on August 7, 2025. The company also continued its work with the "Sustainability Board" and "Sustainability Committee" it established and updated its Sustainability Strategies to cover the years 2025-2030 and followed its targets accordingly.

5. Mandatory information to be provided to shareholders on related party transactions and balances

Information regarding our company's transactions with related parties is included in footnote number 5 of our CMB report dated 30.09.2025.

6. Information for Shareholders

In the CMB's decision dated 28 December 2023 and numbered 81/1820, it was decided to apply TMS 29 expense calculation to start Turkish Accounting/Financial Reporting Standards from the annual statistical reports of issuers and capital markets transactions subject to financial reporting regulations for the accounting periods ending as of 31 December 2023.

Shares of OYAK Çimento Fabrikaları A.Ş., Borsa İstanbul A.Ş. It is traded on (BIST) under the stock code OYAKC. Information regarding Shares is available on our company's website, the economy pages of daily newspapers and the internet portals of investment companies.

Activity reports and other information of OYAK Çimento Fabrikaları A.Ş. It can also be accessed through the company's website www.oyakcimento.com and the communication tools listed below. All activities regarding shareholders are carried out within the company's Finance Country Directorate. Investor Relations Department contact information is provided below.

As of 30.09.2025, the Company's capital consists of 486,165,578,300 shares (31.12.2024: 486,165,578,300 shares). The nominal value of the shares is 0.01 TRY per share (31.12.2024: 0.01 TRY per share)

Investor Relations Department Contact Information

Manager of Investor Relations Department.

Name and surname : Sena ATAY

Phone : 0 312 220 01 12

E-Mail Address : [email protected]

Corporate Governance Rating License

Licenses Owned : Level 3 Capital Market Activities License

Derivative Instruments License

Credit Rating License

Information on the employees working under the Investor Relations Department.

Name and surname : Mehmet Kamil ÖZDEMİR