## **BORUSAN BİRLEŞİK BORU FABRİKALARI SANAYİ ve TİCARET A.Ş.**
**1 January – 30 September 2025**
**Board of Directors Activity Report**
## **TABLE OF CONTENTS**
| I. | INTRODUCTION | 1 |
|----------|--------------------------------------------------------------|-------------|
| 1. | Board of Directors and Board Committees | 1-2 |
| 2. | Senior Management | |
| 3. | Payments Made to the Senior Management | |
| 4. | Employees | 3 |
| 5. | Shareholders | 3 |
| 6. | Capital Increases Realized During the Period | |
| 7. | Amendments Made to Articles of Association During the Period | |
| 8. | Securities Issued During the Period | 4 |
| II. | EVALUATION REGARDING OPERATIONS | 4-12 |
| 1. | Economic Outlook and Sectoral Assessment | <i>1</i> _Ω |
| 2. | Borusan Pipe and Its Subsidiaries | |
| 2.<br>3. | 2025 First Nine Months Management Evaluation | |
| 4. | Other Material Disclosures | |
| 5. | Subsequent Events | |
| 6. | Investments | |
| 7. | Research and Development | |
| 8. | Capital Market Instruments | |
| 9. | Donation and Aids | |
| 10. | Share Price and Market Capitalization | 12 |
| III. | INFORMATION REGARDING FINANCIAL STRUCTURE | 12-13 |
| 1. | Comparative Ratios with Previous Years | 12 |
| 2. | Forward Looking Expectations | |
| 3. | Capital Adequacy | |
| 4. | Measures Taken to Improve Financial Structure of The Company | |
| IV. | CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT | 14 |
| ٧. | SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT | 14 |
| ١/١ | OTHER INCORMATION | 4.4 |
# **I. INTRODUCTION**
Borusan Birleşik Boru Fabrikaları Sanayi ve Ticaret A.Ş. (the "Company") and its Subsidiaries (hereinafter collectively referred to as the "Group") are engaged in the production and sale of longitudinally and spiral welded steel pipes. The Company is registered in Türkiye and its shares have been traded on the Istanbul Stock Exchange since 1994.
**Title of the Company :** Borusan Birleşik Boru Fabrikaları Sanayi ve Ticaret A.Ş
**Reporting Period :** 01.01.2025 – 30.09.2025
**Trade Registry Number :** 69531-0
**Head Office Address** : Quick Tower Sitesi No: 10-12 İç Kapı No: 51 Ataşehir - İstanbul
As of September 30, 2025, the consolidated subsidiaries of the Company, the controlling interest of the Company in these subsidiaries and their scope of activities are as follows:
| Business<br>Activity | Subsidiary | Country | Ratio |
|----------------------|----------------------------------------------------------|-------------|--------|
| Holding | Borusan Pipe Holding BV "(BP Holding BV)" | Netherlands | 100.0% |
| Steel Pipe | Borusan Pipe US Inc "(BP US)" | USA | 100.0% |
| Steel Pipe | Borusan Vobarno Tubi SPA "(Vobarno)" | Italy | 100.0% |
| Steel Pipe | Borusan Tube International Gmbh "(Borusan Tube Germany)" | Germany | 100.0% |
| Holding | Borusan Pipe Cooperative U.A."(BP Coop)" | Netherlands | 99.0% |
| Steel Pipe | Borusan Pipe Espana SA "(BP Espana)" | Spain | 99.0% |
| Steel Pipe | Borusan Tube Products S.A. "(Borusan Tube Romania)" | Romania | 100.0% |
| Holding | Borusan Berg Pipe Holding Corp. "(Berg Pipe)" | USA | 100.0% |
| Steel Pipe | Berg Pipe Mobile Corp. | USA | 100.0% |
| Steel Pipe | Berg Pipe Panama City Corp. | USA | 100.0% |
## **1. Board Members and Board Committees**
As of September 30, 2025, and pursuant to the resolution of the Ordinary General Assembly Meeting held on April 29, 2025, the names of the members of the Board of Directors who will serve until the next Ordinary General Assembly Meeting are listed below.
| Name - Surname | Title | Dependent/<br>Independent | Executive/<br>Non-Executive |
|------------------------|-------------------|---------------------------|-----------------------------|
| Ahmet Kocabıyık | Chairman | | Non-Executive |
| Semih Abidin Özmen | Vice Chairman | | Non-Executive |
| Erkan Muharrem Kafadar | Managing Director | | Executive |
| Defne Kocabıyık Narter | Board Member | | Non-Executive |
| İbrahim Romano | Board Member | Independent | Non-Executive |
| Bülent Bozdoğan | Board Member | Independent | Non-Executive |
| Tayfun Bayazıt | Board Member | Independent | Non-Executive |
The chairman of the board of directors and the general manager are different people. During the reporting period, there was no situation that abolished the independence of the independent members of the board of directors.
There is no prohibition imposed by the Company on members of the board of directors, and no action has been taken in this context.
Pursuant to its resolution dated April [29, 2025,](https://www.kap.org.tr/en/Bildirim/1431179) the Board of Directors determined the duties of the members of the Board Committees and disclosed them on the Public Disclosure Platform (PDP). As of September 30, 2025, the Board Committees and their members are as follows:
#### **Audit Committee**
| Name - Surname | Title | Essence of the Board Membership | | |
|-----------------|--------------------------|---------------------------------|--|--|
| Bülent Bozdoğan | Audit Committee Chairman | Independent BoD Member | | |
| İbrahim Romano | Audit Committee Member | Independent BoD Member | | |
## **Corporate Governance Committee**
| Name - Surname | Title | Essence of the Board Membership |
|------------------------|--------------------------------------------|---------------------------------|
| İbrahim Romano | Corporate Governance<br>Committee Chairman | Independent BoD Member |
| Tayfun Bayazıt | Corporate Governance<br>Committee Member | Independent BoD Member |
| Erkan Muharrem Kafadar | Corporate Governance<br>Committee Member | Managing Director |
| Burak Şimşek* | Corporate Governance<br>Committee Member | Not a BoD Member |
<sup>(\*)</sup> It has been resolved to appoint Mr. Burak Şimşek as a Member of the Corporate Governance Committee, effective as of September 1, 2025.
## **Early Detection of the Risk Committee**
| Name - Surname | Title | Essence of the Board Membership |
|--------------------|---------------------------------------------------|---------------------------------|
| Tayfun Bayazıt | Early Detection of the Risk<br>Committee Chairman | Independent BoD Member |
| Semih Abidin Özmen | Early Detection of the Risk<br>Committee Member | Vice Chairman |
#### **2. Senior Management**
As of September 30, 2025, the Group's senior management in charge of execution consists of the individuals listed in the table below, along with their duties and titles.
| Name -<br>Surname | Duty | Profession | Company<br>Experience<br>(years) | Professional<br>Experience<br>(years) |
|------------------------|------------------------------------------------------------------------------------------|--------------------------------|----------------------------------|---------------------------------------|
| | Zafer Atabey Chief Executive Officer- CEO | Business and<br>Administration | 34 | 34 |
| Anıl Karaca | Executive Committee Member -<br>Financial Affairs and Foreign Trade | Business and<br>Administration | 4 | 24 |
| Oğuzhan<br>Kuşcuoğlu | Executive Committee Member -<br>Construction and General Industry Segment | Economist | 21 | 24 |
| Ali Okyay | Executive Committee Member - Automotive<br>Segment | Industrial<br>Engineer | 25 | 25 |
| Josh Croix | Executive Committee Member -<br>USA OCTG Segment | Engineer | 12 | 28 |
| | Uğur Onbaşı Executive Committee Member -<br>USA Large Diameter Pipe Segment | Business and<br>Administration | 26 | 29 |
| Dimitris<br>Dimopoulos | Executive Committee Member -<br>Chief Technical and Quality Officer for US<br>Operations | Engineer | 14 | 30 |
| Serdar<br>Birlikçi | Executive Committee Member -<br>Digital Technologies and New Product | | 4 | 30 |
| Nihan Alhan | Executive Committee Member -<br>Human and Sustainability | | 4 | 22 |
| Joel<br>Johnson | Advisor to the Chairman of the<br>Executive Committee | Engineer | 11 | 35 |
#### **3. Payments Made to the Senior Management**
Senior management is composed of the Company's board members and executive committee members. Senior managers are paid fees such as performance-based bonuses, incentives. These fees are determined taking into account current potential risks, capital and liquidity condition as well as possibility and timing of the realization of revenues planned to be generated in the future and in a manner not to impair the shareholders' equity. While senior managers can be paid performance-based incentives, it is ensured with care that such payments have a positive impact on the Company's corporate values. The total amount of salaries and side benefits paid to the senior management for the period ending on September 30, 2025 is TL66,969 ths. (September 30, 2024: TL113,624 ths)
#### **4. Employees**
As of September 30, 2025, the Group has a total of 2,328 employees.
| Number of Employees | 30 September 2025 | 31 December 2024 | |
|---------------------|-------------------|------------------|--|
| Blue Collar | 1,804 | 1,895 | |
| White Collar | 524 | 526 | |
| Total | 2,328 | 2,421 | |
### **5. Shareholders**
On September 6, 2024; the Board of Directors of Borusan Pipe has resolved to initiate the procedures for the merger of the company with BMB Holding A.Ş., the owner of shares representing 73.48% of its capital, through the "transfer" of all assets and liabilities of BMB Holding A.Ş. as a whole to Borusan Pipe ("Merger Transaction").
The Disclosure Document regarding the merger transaction was approved by the Capital Markets Board (CMB) with Bulletin No. 2024/53, dated November 21, 2024. Following the receipt of the necessary approvals, an Extraordinary General Assembly meeting was held on December 31, 2024. During the Extraordinary General Assembly, the merger transaction and the amendment of Article 6 titled "Capital" of the company's Articles of Association were approved. The resolutions were registered with the trade registry on January 10, 2025, thereby completing the merger transaction and the amendment of the relevant article of the Articles of Association.
As part of this process, Borusan Pipe's capital has increased to TL 141,771,582.28, up from TL 141,750,000: resulting in direct ownership of 64.40% by Borusan Holding A.Ş. and 9.08% by Borusan Pazarlama ve Yatırım A.Ş. in the company's capital.
| Trade Name of Shareholder | Amount of<br>Share | Share (%) |
|-----------------------------------|--------------------|-----------|
| Borusan Holding A.Ş. | 91.302 | 64,40 |
| Borusan Yatırım ve Pazarlama A.Ş. | 12.877 | 9,08 |
| Float and Other | 37,593 | 26.52 |
| Total (TRY 000) | 141,772 | 100.00 |
The company's related party transactions and the obligations arising from these transactions are presented in consolidated financial statements and footnotes for the period. (Footnote 23: Related Party Disclosures) The Group has taken an appropriate counter-action in each transaction. No voting rights are granted for the owners of usufruct shares.
#### **6. Capital Increases Realized During the Period**
In connection with the merger of Borusan Pipe with BMB Holding A.Ş., through the transfer of all assets and liabilities of BMB Holding as a whole to Borusan Pipe, the capital of Borusan Pipe increased from TL141,750,000.00 to TL141,771,582.28 following the completion of the merger.
#### **7. Amendments Made to the Articles of Association During the Period**
At the Extraordinary General Assembly Meeting of Borusan Pipe held on December 31, 2024, regarding the merger of BMB Holding A.Ş. into Borusan Pipe through the transfer of all assets and liabilities as a whole, the amendment to Article 6 of the Articles of Association titled "Capital" was approved. The resolutions adopted were registered with the trade registry on January 10, 2025, thereby completing the merger and the amendment to the relevant article of the Articles of Association.
#### **8. Securities Issued During the Period**
No securities has been issued during the period.
# **II. EVALUATION REGARDING OPERATIONS**
## **1. Economic Outlook and Sectoral Assessment**
According to the World Economic Outlook ("WEO") report published by the IMF in October, the global economy, which entered 2025 with a resilient outlook largely due to temporary effects such as front-loaded trade and investment activity and inventory management, is transitioning into a new phase shaped by rising protectionism, geopolitical tensions, and policy uncertainties. The Report emphasizes that the resilience driven by temporary factors is weakening and that medium-term growth prospects remain subdued. Key elements limiting the pace of growth include protectionist trade policies, elevated uncertainty, declining labor force participation, and pressures on public finances. The IMF forecasts global growth to slow to 3.2% in 2025 and 3.1% in 2026; and although inflation is expected to gradually fall to 4.2% in 2025 and 3.7% in 2026, it is projected to continue diverging across countries.
#### **Projections for the US Economy (Median)\***
| | 2025 | | 2026 | | 2027 | | Long- run | |
|------------------------------------|--------|--------|--------|--------|--------|--------|-----------|--------|
| | Sep.25 | Jun.25 | Sep.25 | Jun.25 | Sep.25 | Jun.25 | Sep.25 | Jun.25 |
| Real GDP Growth (%) | 1.6 | 1.4 | 1.8 | 1.6 | 1.9 | 1.8 | 1.8 | 1.8 |
| Personal Consumption Inflation (%) | 3.0 | 3.0 | 2.6 | 2.4 | 2.1 | 2.1 | 2.0 | 2.0 |
| Unemployment Rate (%) | 4.5 | 4.5 | 4.4 | 4.5 | 4.3 | 4.4 | 4.2 | 4.2 |
| Federal Funds Rate (%) | 3.6 | 3.9 | 3.4 | 3.6 | 3.1 | 3.4 | 3.0 | 3.0 |
*(\*) Projections of the Federal Reserve officials.*
*Source: The USA Federal Reserve*
According to the Federal Open Market Committee (FOMC) Report published in September, consumer spending in the United States has shown a marked slowdown compared to the first half of the year, while the labor market is also exhibiting signs of cooling. Increase in employment has moderated to an average of 29,000 per month over the past three months, and the unemployment rate rose to 4.3% as of August. The FED notes that a significant part of this slowdown is attributable to reduced labor supply (particularly due to a decline in immigration) as well as weakening demand conditions. Although growth was recorded at 1.5% in the first half of 2025, the Fed raised its year-end growth forecast to 1.7%.
While inflation has declined significantly from its mid-2022 peak, it remains above the FED's long-term 2% target. Based on Consumer Price Index data and other indicators, headline PCE inflation increased by 2.7% year-on-year as of August, while core PCE inflation - excluding energy and food - rose by 2.9%. These figures are higher compared to earlier in the year, driven in particular by a renewed pickup in goods prices. According to FOMC members' economic projections, headline PCE inflation is expected to ease to 3.0% in 2025 and then gradually normalize in the following years.
In light of these developments, the FED lowered the policy rate by 25 basis points at its September meeting, bringing the target range to 4.00% - 4.25%. The Committee noted that the balance of risks has begun to shift not only on the inflation front but also in the labor market, and therefore indicated a move toward a more neutral policy stance.
#### **European Central Bank (ECB) Euro Area Projections**
| | 2024 | | 2025 | | 2026 | | 2027 | |
|---------------------|--------|--------|--------|--------|--------|--------|--------|--------|
| | Sep.25 | Jun.25 | Sep.25 | Jun.25 | Sep.25 | Jun.25 | Sep.25 | Jun.25 |
| Real GDP Growth (%) | 0.8 | 0.8 | 1.2 | 0.9 | 1.0 | 1.1 | 1.3 | 1.3 |
| Inflation (%) | 2.4 | 2.4 | 2.1 | 2.0 | 1.7 | 1.6 | 1.9 | 2.0 |
*Source: ECB*
According to the Euro Zone projections released by the European Central Bank ("ECB") in September, trade tariffs and related uncertainties caused fluctuations in economic activity during the first half of 2025, while growth was temporarily supported - particularly in Ireland by front-loaded demand. Although the new U.S. - EU trade agreement introduced higher tariffs on Euro Zone exports, it has contributed to reducing policy uncertainty around trade. Looking ahead, growth is expected to gradually strengthen over the medium term, supported by rising real wages, continued labor market resilience, increased infrastructure and defense spending particularly in Germany, monetary policy easing, and a recovery in external demand beginning in 2027. In line with this outlook, the ECB revised its year-end 2025 growth forecast upward to 1.2%.
The Euro Zone inflation outlook is expected to stabilize around the ECB's 2% target over the medium term. Although energy inflation remains volatile, a partial increase is anticipated in 2027 with the introduction of the ETS2 system. Food inflation is projected to remain elevated in the near term due to the lagged effects of past increases in international prices, but is expected to moderate thereafter. Core inflation (excluding energy and food) is forecast to gradually decline, supported by slower wage growth, normalization in services inflation, and the appreciation of the Euro, which is expected to limit goods price pressures. According to the ECB's June projections, the inflation forecast for 2025 was revised down by 0.1 percentage points to 2.1%, reflecting higher assumptions for both energy and food prices.
The ECB did not make any changes to its three key policy rates at its September meeting. Accordingly, the deposit facility rate was maintained at 2.00%, the main refinancing rate at 2.15%, and the marginal lending facility rate at 2.40%.
#### **Brent Crude Oil Price (\$/per barrel)**
*Source: Refinitiv*
According to the September 2025 Short-Term Energy Outlook published by the U.S. Energy Information Administration (EIA), global oil prices are expected to decline gradually due to rising supply in the global market. The EIA forecasts that Brent crude oil prices will average \$68 per barrel in 2025, and fall to \$51 per barrel in 2026, driven by continued global inventory accumulation and increased production from OPEC+. The EIA notes that the pace of inventory builds is expected to accelerate in the second half of 2025, placing additional downward pressure on prices. Key sources of uncertainty for the energy price outlook continue to include OPEC+ production decisions, the Russia–Ukraine conflict, the trajectory of demand in China, and U.S. - EU trade policy developments.
**The USA Crude Oil Production (million barrels/per day)**
*Source: EIA Short-Term Energy Outlook, October 2025*
In 2024, crude oil production in the United States increased by 2.3% compared to the previous year, reaching an average of 13.23 million barrels per day. As of September 2025, crude oil production stands at 13.71 million barrels per day. For 2025, production is projected to average 13.4 million barrels per day, followed by 13.3 million barrels per day in 2026.
**EIA Oil Forecasts**
| | 2023 | 2024 | 2025 | 2026 |
|---------------------------------------------------------|------|-------|--------|--------|
| Brent Crude Oil Price (\$/per barrel) | 82.0 | 81.0 | 68.0 | 51.0 |
| % change | | -1.2% | -16.0% | -25.0% |
| The USA Crude Oil Production (million barrels/ per day) | 12.9 | 13.2 | 13.4 | 13.3 |
| % change | | 2.3% | 1.5% | -0.7% |
*Source: EIA Short-Term Energy Outlook, October 2025*
As of September 2025, the total rig count in the United States declined to 549, representing a decrease of 38 rigs compared to the same period of the previous year. Over the same period, the number of oil rigs fell by 62, reaching 424.
**Rig Count**
*Source: investing.com*
According to the data released by the Turkish Statistical Institute ("TURKSTAT") in September 2025, the Turkish economy, which grew by 2.3% in the first quarter of 2025, expanded by 4.8% in the second quarter. The main contributors to growth were the construction sector; information and communication activities; the industrial sector; trade; transportation; accommodation and food services; and professional, administrative, and support service activities. One of the leading indicators of growth, the calendar-adjusted industrial production index, averaged 109.1 in July - August and increased by 6.1% year-on-year compared to the same period of the previous year.
In September 2025, inflation increased by 33.29% year-on-year and by 38.36% based on the twelve-month rolling averages.
At its meeting on September 18, the Monetary Policy Committee ("the Committee") of the Central Bank of the Republic of Türkiye emphasized that tight monetary policy would be maintained until price stability is achieved and that monetary policy would continue to reinforce the disinflation process through demand, exchange rate, and expectations channels. In this context, the Committee lowered the policy rate - the one-week repo auction rate - from 43% to 40.5%. The Committee also reduced the Central Bank's overnight lending rate from 46% to 43.5%, and the overnight borrowing rate from 41.5% to 39%. The Committee noted that policy decisions will continue to be made on a meeting-by-meeting basis, with a prudent approach that takes into account realized and expected inflation. It also stated that additional tightening would be implemented should the inflation outlook show a significant deviation from the targets. Furthermore, the Committee emphasized that, in the event of unexpected developments in credit and deposit markets, the monetary transmission mechanism would be supported through macroprudential measures, liquidity conditions would continue to be closely monitored, and policy actions would be calibrated to ensure monetary and financial conditions are consistent with bringing inflation down to the medium-term target of 5%.
#### **Medium Term Program (2026 – 2028)**
| | 2024 | 2025 | 2026 | 2027 | 2028 |
|----------------------------|------|------|------|------|------|
| Real GDP Growth (%) | 3.3 | 3.3 | 3.8 | 4.3 | 5.0 |
| Unemployment Rate (%) | 8.7 | 8.5 | 8.4 | 8.2 | 7.8 |
| CPI End of Year (% change) | 44.4 | 28.5 | 16.0 | 9.0 | 8.0 |
*Source: The Presidency of Strategy and Budget*
On July 25, international credit rating agency Moody's upgraded Türkiye's credit rating by one notch from "B1" to "Ba3" and affirmed its outlook as "stable." With this upgrade, Moody's aligned Türkiye's rating with those assigned by Fitch and S&P. The agency cited the firm stance in monetary policy, declining inflation, and easing macroeconomic imbalances as the main drivers of the upgrade. On the same day, Fitch affirmed Türkiye's credit rating at "BB-" with a "stable" outlook, highlighting persistent high inflation, political interference in monetary policy, low external liquidity relative to elevated financing needs, and weaker governance compared to peers. S&P, in its April review, also maintained Türkiye's long-term credit rating at "BB-" with a "stable" outlook. According to all three agencies, Türkiye's credit rating remains three notches below investment grade.
According to data released by the World Steel Association (worldsteel), global crude steel production declined by 1.6% year-on-year in the first nine months of 2025, totaling 1,373.8 million tons. During this period, China ranked first with 746.3 million tons of production (a 2.9% decrease), followed by India in second place with 122.4 million tons (a 10.5% increase). The United States rose to third place with 61.4 million tons (a 2.1% increase), replacing Japan, which produced 60.5 million tons (a 4.5% decline).
Ranked seventh in global steel production, Türkiye's crude steel production increased by 0.6% year-on-year in the first nine months of 2025, reaching 28.1 million tons. According to data from the Turkish Steel Producers Association ("TÇÜD"), finished steel consumption in the same period rose by 3.9% year-on-year, reaching 28.9 million tons.
In the January - September period, Türkiye's steel exports increased by 12.1% year-on-year in volume terms, reaching 11.4 million tons. Export revenues also rose by 3.8%, amounting to \$7.7 billion. During the same period, volume of steel imports increased by 17.2% in to 14.2 million tons, while the value of imports rose by 3.6% to \$9.9 billion. As a result, the export-toimport coverage ratio reached 78% in the January–September 2025 period (9M24: 77.8%).
In the steel pipe segment specifically, Türkiye's steel pipe exports increased by 1.6% yearover-year in volume during the first nine months of 2025, amounting to 1.6 million tons. Romania, the United Kingdom, and Iraq emerged as the key export markets.
In a statement released by TÇÜD in September, it was noted that the capacity utilization rate in Türkiye's steel sector remains at a relatively low level of 63%, and that imported inputs account for approximately 48% of total consumption - around 2.5 times the European Union's target level of 20%. The Association emphasized that, in order for the sector to maintain its competitiveness, it is necessary to implement export-oriented support measures as well as protective measures against imports.
#### **2. Borusan Pipe and its Subsidiaries**
Borusan Birleşik Boru Fabrikaları Sanayi ve Ticaret A.Ş. (Borusan Pipe), established in 1958, pioneers the development of the industry with its 67 years of experience. 73.48% of the company's shares are owned by Borusan Group<sup>1</sup> , one of Türkiye's leading conglomerates. In terms of ownership structure, the remaining 26.52% is publicly traded and consists of other shares.
Borusan Pipe operates on 3 continents with 10 facilities, covering an area of 1 million square meters, with a production capacity of 1.75 million tons and over 2,300 employees. It offers a range of 4,000 different product varieties and holds a leading position as a welded steel pipe manufacturer in global markets.
The Company continues its operations in Türkiye with over 1,200 employees and a total production capacity of 800,000 tons across its facilities in Gemlik, Halkalı, and Bursa.
In addition to Türkiye, Borusan Pipe specializes in high-value-added cold drawn special tube production with an annual production capacity of 30 thousand tons on approximately 24 thousand square meters of enclosed area in the Vobarno region of Italy. It is a renowned manufacturer in its sector in Europe both due to the quality of its products and services and through its sales to countries such as Italy, Germany, Spain and France, where automotive industry is strong.
The company also continues its production and sales activities in the USA through its subsidiary, Borusan Pipe US Inc., established with a total investment expenditure of \$150 million, and Berg Pipe, which it acquired in April 2023 for \$162 million. Production activities at the Baytown facility, a 300,000-ton capacity plant for manufacturing well and drilling pipes used in oil and natural gas extraction, commenced in the third quarter of 2014. The facility, built on approximately 500,000 square meters of land, operates with over 400 employees. Berg Pipe's Mobile facility, spanning 30,800 square meters, has an annual production capacity of 220,000 tons of spiral welded pipes, while the Panama City facility, covering 28,600 square meters, has an annual capacity of 330,000 tons of longitudinal submerged arc welded (LSAW) pipes.
The Company's SRM facility, established on a 15,000 m² area in Baytown, USA with an investment of \$50 million and an annual production capacity of 100,000 tons, commenced commercial operations in the third quarter of 2024. This investment has enabled the addition of construction and industrial segment products - previously not locally manufactured in the U.S. - to the Company's portfolio, thereby allowing entry into a market segment that exclusively favors domestic producers.
In line with Borusan Pipe's strategy to expand its automotive business line, a service center was established in Ploieşti, Romania, with an investment of €15 million. Built on a 4,800 m² area and equipped with an annual production capacity of 21 million units, the facility also began commercial operations in the third quarter of 2024.
In December 2024, Borusan Pipe announced its decision to invest a total of \$68 million in 2025 and 2026 in the implementation of the JCO forming method - an advanced technology used in longitudinal welded steel pipe production - at its Panama City facility. Scheduled to become operational in 2027, this investment aims to position Borusan Pipe as the sole domestic producer in a market segment of approximately 150,000 tons per year that is currently supplied exclusively through imports. The project is expected to enhance the Company's competitive advantage and strengthen its market position in the sector.
<sup>1</sup> 64.40% of the Company's share capital is held by Borusan Holding A.Ş., and 9.08% is held by Borusan Yatırım ve Pazarlama A.Ş.
At its meeting held on [June 19, 2025,](https://www.kap.org.tr/en/Bildirim/1450347) the Board of Directors of Borusan Pipe resolved to relocate the production lines in İstanbul Halkalı and the machinery and equipment of the advanced processing center in Bursa to the Gemlik Campus, in line with the Company's strategic objectives of sustainable growth, profitability, and operational efficiency. The projected financial scale of this strategic investment includes a capital expenditure (CAPEX) of approximately \$29 million, as well as a one-off cash outlay of around \$27 million related to relocation, installation, and other operational readiness processes. The investment, which is expected to enable a stable and efficient operational structure that will strengthen the Company's long-term competitiveness, will be financed through Company's existing internal resources and/or external financing depending on market conditions. Upon completion of the project, an improvement of approximately \$30 million in working capital and a contribution of 50 to 100 basis points to the consolidated EBITDA margin are anticipated. The project is planned to be implemented over 24 months without any interruption to production. Once completed, the Gemlik Campus will become a highly efficient, strategic hub integrating operations across various sectors such as automotive, construction, and industry. The consolidation of operations is expected to enhance coordination, accelerate decision-making processes, and create synergies in resource utilization.
#### **3. 9M 2025 Management Evaluation**
Borusan Pipe, one of the world's leading global steel pipe manufacturers, operates across four distinct business segments and aims to mitigate risks through diversification by assuming the role of a local producer in multiple geographies. In line with its strategic objectives, the Company closely monitors sector developments both domestically and internationally and evaluates all potential acquisition and merger opportunities.
In the first nine months of 2025;
In the *Infrastructure and Projects* business line, although sales volume increased in the first nine months of the year due to deliveries under the Blackcomb Mainline Project in North America, it declined by 11.0% compared to 9M24, primarily due to the base effect of projects completed in the prior year. During the same period, revenue decreased by 18.0% to \$541.9 million. This business line accounted for 41% of consolidated revenues. Deliveries for the Blackcomb Project will continue in the remainder of the year.
In the *Industrial and Construction* business line, despite weaker demand in operating regions leading to lower volumes in early 2024, sales volume rose by 36.6%, supported by the contribution of the SRM plant, which commenced operations in 3Q24. Accordingly, revenue also increased by 45.5%, reaching \$325.1 million. This segment represented 25% of consolidated revenues.
In the *Automotive* business line, sales volume declined by 2.9% year-on-year due to subdued demand in the European pipe market. Revenue contracted by 6.0% to \$147.0 million, reflecting continued price pressure amid intense competition. This business line constituted 11% of consolidated revenues.
In the *Energy* business line, sales volume increased by 2.6% in the first nine months compared to the same period last year. Revenue, supported by the favorable pricing environment driven by tariff uncertainty in OCTG products, recorded a limited rise of 1.4% in the first nine months to \$303.1 million. This segment accounted for 23% of consolidated revenues. In the fourth quarter of the year, the favorable pricing environment observed in OCTG products is expected to normalize.
Borusan Pipe sustained its strong performance in global markets by generating 84% of its total sales revenue from international markets. As a result, on a consolidated basis, sales volume rose by approximately 6.7% year-over-year, reaching 968.1 thousand tons. Sales revenues decreased by 1.6% year-on-year to \$1,317.2 million, due to the ongoing weak demand in export markets and the pressure of competition on pricing.
In the third quarter, operational profitability improved thanks to the ongoing strict cost control measures. However, similar to the first half of the year, operational profitability in the third quarter was adversely affected compared to the same period of the previous year, primarily due to the inflationary environment in Türkiye, demand weaknesses in operating markets, and pricing pressures.
In 9M25, EBITDA increased by 5.6% compared to the same period of the previous year, amounting to \$101.4 million, while the EBITDA margin rose by 0.5 points to 7.7%.
In 9M25, net financial debt declined compared to last year, while the share of TL-denominated financial debt in total indebtedness also decreased. As a result of this, lower financing expenses enabled Borusan Pipe to record \$44.3 million in Profit Before Tax (9M24 Profit Before Tax: \$19.1 million) and \$38.0 million in Net Profit. (9M24 Net Profit: \$10.5 million)
Thanks to the strong financial discipline and effective working capital management, net financial debt decreased by 35.9% year-over-year to \$243 million. The Net Financial Debt/EBITDA ratio stood at 2.3x.
### **4. Other Material Disclosures**
- 2Q 2025 financial results were disclosed to the public on August 15, 2025:
- • [Financial Report](https://www.kap.org.tr/en/Bildirim/1479473)
- • [Interim Report](https://www.kap.org.tr/en/Bildirim/1479474)
- • [Statement of Responsibility](https://www.kap.org.tr/en/Bildirim/1479475)
- 2Q 2025 I[nvestor Presentation, Earnings Announcement, and 2025 Expectations](https://www.kap.org.tr/en/Bildirim/1479476)
- The [announcement regarding the negotiations for a new sales agreement in the United](https://www.kap.org.tr/en/Bildirim/1482575) [States](https://www.kap.org.tr/en/Bildirim/1482575) was disclosed to the public on August 25, 2025, and the announcement regarding the [signing of the new sales agreement](https://www.kap.org.tr/en/Bildirim/1483200) was disclosed on August 27, 2025.
- The [update regarding the Credit Rating](https://www.kap.org.tr/en/Bildirim/1483556) was disclosed to the public on August 28, 2025.
- The [appointment of a member to the Corporate Governance Committee](https://www.kap.org.tr/en/Bildirim/1484623) was announced on KAP on September 1, 2025.
- The [change of the company's headquarters address](https://www.kap.org.tr/en/Bildirim/1486166) has been announced on KAP on September 3, 2025.
#### **5. Subsequent Events**
There has been no subsequent event occurring after the balance sheet date.
#### **6. Investments**
The total amount of investment realized during the period was TL1,405,012 ths. (9M24: TL1,567,653 ths)
#### **7. Research and Development**
In the first nine months of 2025, product development efforts continued in line with global market trends and customer expectations, focusing on more durable, environmentally friendly, and digitally integrated pipe solutions. In addition to new product development initiatives, various projects are also underway in the field of digital transformation. Research is ongoing on IoT technologies, customer-centric applications, and web-based developments aimed at enhancing customer value.
#### 8. Capital Market Instruments
No capital market instruments were issued during the period.
#### 9. Donation and Aids
Borusan Pipe supports various philanthropic organizations and foundations within the scope of social responsibility consciousness. In this context, total amount of donation and aids realized between January 1 - September 30, 2025 period is TL59,220 ths. (9M24: TL42,236 ths)
#### 10. Share Price and Market Capitalization
Borusan Pipe's adjusted market capitalization, which was TL61,104 million (\$1,729 million) based on the share closing price as of December 31, 2024, stood at TL60,395 million (\$1,453 million) as of September 30, 2025.
#### III. INFORMATION REGARDING FINANCIAL STRUCTURE
1. Information regarding other aspects that may give an opinion about the sales of the Company within the year, its efficiency, income generation capacity, profitability, debt/equity ratio and results of the operations, in comparison to previous years:
| | | | September 2025 | September 2024 | |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|---|----------------|----------------|--|
| Current Ratio | Current Assets | | 1,22 | 1,31 | |
| - Curient Ratio | Short Term Liabilities | = | 1,22 | 1,51 | |
| Liquidity Ratio | Current Assets - Inventories | | 0,55 | 0,59 | |
| Elquidity Natio | Short Term Liabilities | | | | |
| Inventory Turnoner Ratio | Cost of Sales | | 3,15 | 4,00 | |
| | Inventories | | 3,13 | 4,00 | |
| Working Capital Utilization | Inventories + Trade Receivables | | 42,1% | 32,0% | |
| | Net Sales | = | 42,170 | 32,0/6 | |
| Equity Utilization Batio | Shareholders' Equity | | 52,6% | 50,4% | |
| Equity Utilization Ratio | Total Liabilities - Cash | = | 32,0% | 30,4% | |
| D 6 17 D 6 | Net Profit For The Period | | 2.00/ | 0.00/ | |
| Profitability Ratio | Net Sales | = | 2,9% | 0,8% | |
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| Asset Efficiency | Total Assets | = | 1,3% | 3,3% | |
| EDITO Morein | EBITDA | | 7.70/ | 7.20/ | |
| EBITDA Margin | Net Sales | = | 7,7% | 7,2% | |
| Return on Equity (ROE) | Net Profit For The Period | | 2,5% | 6,3% | |
| Neturn on Equity (NOE) | Shareholders' Equity | = | ۷,۵% | 0,5% | |
| | 2025 Se | eptember | 2024 September | |
|--------------------------------------------------------------------|-----------|----------|----------------|---------|
| Note 1: Calculation of Earnings Before Tax, Interest, Depreciation | TL ths | USD ths | TL ths | USD ths |
| Operating Profit / (Loss) | 2.667.427 | 67.444 | 2.066.995 | 65.505 |
| Depreciation Expenses | 1.426.991 | 36.963 | 1.012.723 | 31.423 |
| Other Extraordinary Items | (117.504) | (3.049) | (31.016) | (962) |
| Earnings Before Tax, Interest, Depreciation* | 3.976.914 | 101.358 | 3.048.702 | 95.966 |
<sup>\*</sup> EBITDA is calculated including Net Operating Income, Income from Investment Activities and excluding extraordinary income (expense).
For balance sheet efficiency related ratio calculations, \$-based financial figures were used, with the income statement items based on annualized data.
**2. Analysis and assessment of the management regarding the financial status and results of the operations, degree of realization of the planned operations, the Company's status in terms of strategic goals defined and the forwardlooking expectations:**
#### **2025 Guidance**
| | | | | | | 2025 Initial | 2025 Guidance |
|-------------------------|------|-------|-------|------|------|----------------|----------------|
| | 2020 | 2021 | 2022 | 2023 | 9M25 | Guidance | Revision |
| Sales Volume (mln tons) | 0.76 | 0.85 | 1,06 | 1,17 | 0.97 | 1.05 -<br>1.20 | 1.20 –<br>1.35 |
| Revenue (\$ billion) | 0.83 | 1,34 | 1.7 | 1.7 | 1.3 | 1.6 -<br>1.8 | 1.7 –<br>1.9 |
| EBITDA Margin (%) | 9.8% | 14.9% | 18.2% | 6.0% | 7.7% | 5% -<br>7% | 6%<br>-<br>8% |
- Similar to the 2Q25; in 3Q25, financial results were in line with expectations, supported by improved profitability driven by the positive pricing environment—particularly in the U.S. market—and operational efficiency initiatives implemented across all plants.
- The positive trend is expected to continue in the fourth quarter of 2025, albeit to a more limited extent.
- In 4Q25, the favorable pricing environment observed in OCTG products in the U.S. market is expected to normalize. In the U.S., the potential impact of possible changes in tariffs applied to steel product imports on operational profitability will be closely monitored. In Turkish operations, cost increases driven by inflation and exchange rate fluctuations are expected to continue to adversely affect the overall competitiveness of the sector in the coming period.
- At this stage, a limited upward revision has been made to the year-end 2025 expectations.
- In line with its outlook for the remainder of the year, Borusan Pipe expects to achieve a sales volume of between 1.20 and 1.35 million tons, revenue in the range of \$1.7 - 1.9 billion, and an EBITDA margin between 6% and 8% in 2025.
- Under normal circumstances, guidance is disclosed four times a year, in conjunction with quarterly financial disclosures.
- **3. Evaluations and determinations of the management whether or not capital of the Company is sufficient or if it is insolvent:**
The Company is not insolvent according to evaluations conducted in accordance with the Article 376 of the Turkish Commercial Code.
## **4. Measures considered to be taken for improving the financial structure of the Company, if any:**
In order to ensure sustainable profitability and support its financing capability by maintaining its strong capital structure, the Company carries out hedging derivative transactions for protection purposes in accordance with its internal procedures. In addition, it continues its activities in the field of treasury and corporate finance in order to strengthen its financial structure. In the upcoming period, the company will continue to rapidly implement measures to reduce working capital requirements and costs and to increase efficiency, with the vision of having the most competitive cost advantage in all its products and focusing on sustainable profitable operations in all business lines.
# **IV. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT**
#### **Statement of Compliance with Corporate Governance Principles**
In the fiscal period between January 1 – September 30, 2025, the Company complied with certain criteria in the Corporate Governance Principles published by the Capital Markets Board, reviewed its articles of association, procedures and practices in terms of compliance with principles, identified the areas where full compliance was not achieved, and carried out improvement studies in these areas. The Company Management has adopted, in principle, to comply with practices in the Corporate Governance Principles.
The Corporate Governance Compliance Report and the Corporate Governance Information Form, which includes updated information on corporate governance practices, for the period between January 1 – December 31, 2024 were published simultaneously with the year-end annual report on the PDP on [March 7, 2025:](https://www.kap.org.tr/en/Bildirim/1402576)
[Corporate Governance Information Form](https://www.kap.org.tr/en/Bildirim/1402580) [Corporate Governance Compliance Report](https://www.kap.org.tr/en/Bildirim/1402583)
# **V. SUSTAINABILITY PRINCIPLES COMPLIANCE REPORT**
#### **Statement of Compliance with Sustainability Principles**
Borusan Pipe sustainability teams carry out their studies targeting compliance with the Sustainability Principles Compliance Framework prepared in line with the amendment dated October 2, 2020, made by the Capital Markets Board in the Corporate Governance Communiqué. As per the resolution of the Capital Markets Board dated June 23, 2022 and numbered 34/977, compliance with the principles in the Sustainability framework and those that have not yet been complied with are explained. Borusan Pipe continues its studies to improve its compliance status in 2025, taking into account the interests of all stakeholders.
The [Sustainability Compliance Report](https://www.kap.org.tr/en/Bildirim/1402584) for the period January 1 – December 31, 2024, was published on the PDP on March 7, 2025.
The first TSRS - [compliant 2024 Sustainability Report](https://www.kap.org.tr/en/Bildirim/1509545) was published on the PDP on October 30, 2025.
# **VI. OTHER INFORMATION**
**Explanations regarding developments that significantly impacted the Company's operations during the period are provided above. For further information, please refer to the resources below:**
[2024 Annual Report](https://borusanpipe.com/Uploads/investor/docs/faaliyetRaporlari/en/borusan-boru_24-eng.pdf)
[Consolidated Financial Statements](https://borusanpipe.com/investor-relations/reports/reports-audit-report)
[Investor Presentations](https://borusanpipe.com/investor-relations/presentations/investor-presentations)
[Sustainability Reports](https://borusanpipe.com/sustainability/sustainability-reports)
All material announcements and financial reports are available o[n Borusan Pipe](https://www.kap.org.tr/en/sirket-bilgileri/ozet/4028e4a140f2ed7201412ac9ca5d06e6) page on PDP.
## **DISCLAIMER**
Some information in this report may contain certain "forward-looking statements", including, without limitation BORUSAN BİRLEŞİK BORU FABRİKALARI SANAYİ ve TİCARET A.Ş. (Company)'s business projects, strategic objectives, future revenues, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for and pricing of our products, future developments regarding acquisitions, future-oriented financial information and "financial outlook" under applicable Capital Market Laws (collectively referred to herein as forward-looking statements). Forward-looking statements provide an opportunity for the potential investors to evaluate management's forecasts and opinions in respect of the future before they make a decision to invest. These forward-looking statements reflect the Company's views at the time such statement was made with respect to future events and are not a guarantee of future performance or developments and undue reliance should not be placed on them. Such forward- looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Therefore, the members of the company's board of directors, advisors, or employees do not accept any responsibility for any direct or indirect loss arising from the use or content of the forward-looking expectations shared within this report.