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AFYON ÇİMENTO SANAYİ T.A.Ş. — Proxy Solicitation & Information Statement 2026
Mar 30, 2026
8663_rns_2026-03-30_34b4bbb0-fd02-4f02-bb95-3d6e98579adc.pdf
Proxy Solicitation & Information Statement
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AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
INFORMATION DOCUMENT REGARDING THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MARCH 30, 2026, FOR THE YEAR 2025
Our company's Ordinary General Assembly for the year 2025 will be held on Monday, March 30, 2026, at 09:00 a.m. at Sabancı Center, 4. Levent, 34330, Beşiktaş, Istanbul, to discuss and decide on the agenda items listed below.
Shareholders whose shares are registered with the Central Registry Agency and who are entitled to attend general assembly meetings may attend the general assembly meeting to be held at the above address in person or through their representatives, or, if they wish, they may participate in the general assembly electronically in person or through their representatives using their secure electronic signatures via the Electronic General Assembly System provided by the Central Registry Agency.
Shareholders may authorize their representatives using the Electronic General Meeting System or by using the proxy form provided in accordance with the provisions of the Capital Markets Board's Circular No. II-30.1, by filling out the proxy form sample below or the proxy form available at our Company headquarters and on our Company's website www.afyoncimento.com, having their signatures notarized, or attaching their notarized signature circulars to the proxy form bearing their signatures.
For the General Assembly Meeting to be held in person;
- Individual shareholders must present their identification documents,
- Legal entity shareholders must present the identity documents of the persons authorized to represent and bind the legal entity, along with their authorization documents,
- Representatives of individual and legal persons must present their identity documents and representation documents,
- Representatives authorized through the Electronic General Assembly System may participate by presenting their identification documents
and sign the list of attendees.
Our shareholders who will participate in the general meeting electronically via the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions, and voting from the Central Registry Agency's website at http://www.mkk.com.tr.
Shareholders or representatives wishing to participate in the meeting electronically must comply with the provisions of the "Regulation on General Meetings to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated August 28, 2012, and numbered 28395, and the "Communication Regarding the Electronic General Meeting System to be Applied at General Meetings of Joint Stock Companies" published in the Official Gazette dated August 29, 2012 and numbered 28396.
Our company's 2025 financial statements, Board of Directors activity report, independent audit reports, Board of Directors' Profit Distribution Proposal, Draft Amendment to the Articles of Association, 2024 TSRS-compliant sustainability report, and General Meeting Information Document must be made available at least three weeks prior to the meeting date on the Central Registry Agency's website via the Electronic General Meeting System page. They will also be available on our company's website at http://www.afyoncimento.com under the "Investor Relations" and "Information Society Services" sections and on the Public Disclosure Platform. In addition, they will be available for inspection at our company's headquarters address below.
We respectfully request our esteemed shareholders to attend the meeting at the specified date and time.
AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
Umut ZENAR
Burak Turgut ORHUN
Chairman of the Board of Directors
Vice Chairman of the Board of Directors
Company Headquarters: Küçükbakkalköy Mahallesi Kayışdağı Cad. No: 1/89 Ataşehir/Istanbul
Tel: 0216 651 53 00 Fax: 0216 651 14 15 Web: www.afyoncimento.com
AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
2025 ANNUAL GENERAL MEETING AGENDA
TO BE HELD ON MARCH 30, 2026 AT 09:00
- Opening and Formation of the Meeting Council
- Reading and discussion of the Board of Directors' Activity Report for 2025
- Reading of the Auditor's Reports
- Reading, discussion, and approval of the TSRS-compliant sustainability reports for 2024
- Reading, discussion, and approval of the financial statements for 2025
- Discharge of the Board of Directors members for the activities of 2025
- Determination of the use of 2025 profits and the rates of dividend distribution
- Election of Board of Directors members and determination of their terms of office
- Determination of the remuneration of Board members and their rights to attendance fees, bonuses, and premiums
- Election of the auditor
- Discussion and approval of the planned amendment to Article 6 of the Company's Articles of Association
- Discussion and approval of authorizing the Board of Directors to distribute advance dividends for the fiscal year 2026
- Providing information to the General Assembly regarding donations and grants made in 2025
- Determination of the upper limit of donations to be made by the Company in 2026
- Providing information to the General Assembly regarding the transactions specified in Corporate Governance Principle No. 1.3.6 concerning shareholders holding management control, members of the Board of Directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship
- Granting permission to the Chairperson and Members of the Board of Directors to perform the transactions specified in Articles 395 and 396 of the Turkish Commercial Code
- Wishes and Remarks
2
3
ADDITIONAL DISCLOSURES WITHIN THE FRAMEWORK OF CORPORATE GOVERNANCE PRINCIPLES
Additional disclosures required under the Capital Markets Board's Corporate Governance Communiqué No. II-17.1 and the its annexed Corporate Governance Principles, which are related to the agenda items, are made under the relevant agenda item below, and other mandatory general disclosures are also presented to our shareholders in this section:
- Shareholding Structure and Voting Rights
The distribution of shares representing the Company's capital among the shareholders is shown in the table below.
| Partner's Trade Name / Full Name | Share in Capital | |
|---|---|---|
| Amount (TL) | Percentage (%) | |
| Çimsa Çimento Sanayi ve Ticaret A.Ş. | 203,999,999.80 | 51 |
| Other | 196,000,000.20 | 49 |
| TOTAL | 400,000,000.00 | 100 |
Pursuant to Article 20 of the Articles of Association, shareholders exercise their voting rights at the General Assembly in proportion to the total par value of their shares, in accordance with Article 434 of the Turkish Commercial Code. There are no preferred shares in the Company's capital.
- Information about changes that have occurred or are planned for the future by the Company and its significant affiliates that will materially affect our activities
There are no changes that have occurred or are planned for the future that would materially affect our activities. Material event disclosures made by the Company in accordance with the relevant legislation can be accessed at www.kap.gov.tr.
- Information regarding requests from shareholders, the Capital Markets Board (CMB), and other public authorities to add items to the agenda
No written requests have been received from shareholders, the Capital Markets Board, or other public institutions and organizations regarding the inclusion of additional items on the agenda for the 2025 Ordinary General Assembly Meeting, where the 2025 activities will be discussed.
- If the dismissal, replacement, or election of board members is on the agenda of the general assembly meeting; the reasons for dismissal and replacement, the resumes of the persons nominated for board membership, the positions they have held in the last ten years and the reasons for their departure, the nature and level of importance of their relationship with the company and its related parties, whether they are independent, and similar matters that may affect the company's activities if these persons are elected as board members
The agenda includes an item regarding the election of board members. The election of board members will be decided by the general assembly.
In accordance with the report of the Corporate Governance Committee, the Board of Directors decided on January 21, 2026, to nominate Demet ÖZDEMİR and Yetik Kadri MERT as Independent Board Members. The Capital Markets Board has not issued any negative opinion regarding the candidates for Independent Board Members. The resumes, independence statements, and positions held over the last ten years of the independent Board of Directors member candidates are presented in Appendix 1.
- If there is an amendment to the articles of association on the agenda, the old and new versions of the amendments to the articles of association shall be presented together with the relevant board of directors' decision.
Amendments to article 6 of the Articles of Association, regarding the increase of the registered capital ceiling to TRY 3,000,000,000 and the extension of the ceiling period until the end of 2030 will be submitted to the General Assembly for approval. The amendment text is presented in Annex 2.
AFYON ÇİMENTO TÜRK A.Ş.
2025 ANNUAL GENERAL MEETING
EXPLANATIONS REGARDING THE AGENDA ITEMS
1. Opening and Formation of the Meeting Council
In accordance with the provisions of the Turkish Commercial Code, the articles of association, the general assembly internal regulations, and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Present at These Meetings (Regulation), the Chair of the Meeting and the formation of the Chairmanship of the Meeting, which will preside over the general assembly meeting, will be established.
2. Reading and discussion of the 2025 Board of Directors Activity Report
In accordance with the provisions of the Turkish Commercial Code, the Regulation, and the Capital Markets Law, the Board of Directors Activity Report, which was made available to our shareholders for review at the Company's headquarters, on the Electronic General Assembly System, and on our Company's website at www.afyoncimento.com for a period of three weeks prior to the general assembly meeting, will be read out at the General Assembly and submitted to our shareholders for their opinion.
3. Reading of the Auditor's Reports
In accordance with the provisions of the Turkish Commercial Code and the Regulation, the independent audit reports and the summary of the limited assurance report on the 2024 TSRS-compliant sustainability report, which are made available to our shareholders for review at the Company's headquarters, on the Electronic General Meeting System, and on the Company's website at www.afyoncimento.com for a period of three weeks prior to the General Meeting, will be presented to the shareholders at the General Meeting.
4. Reading, discussion, and approval of the TSRS-compliant sustainability report for 2024
The 2024 TSRS-compliant sustainability reports, which will be available for review by our shareholders at our Company Headquarters, on the Central Registry Agency's Electronic General Assembly System, and on our corporate website at www.afyoncimento.com for three weeks prior to the General Assembly meeting, will be read at the General Assembly and submitted to our shareholders for their opinion and approval.
5. Reading, discussion, and approval of the financial statements for 2025
In accordance with the Turkish Commercial Code, the Regulation, and the internal general meeting guidelines, the 2025 financial statements, which will be made available for review by our shareholders at our company headquarters, on the Electronic General Meeting System, and on our company's corporate website (www.afyoncimento.com) for a period of three weeks prior to the general meeting, will be read at the General Meeting and submitted to our shareholders for their opinion and approval.
6. Discharge of the Board of Directors members for the 2025 fiscal year
The discharge of our Board of Directors members for their activities, transactions, and accounts for the year 2025 will be submitted to the General Assembly for approval.
7. Determination of the use of 2025 profits and the rates of dividend distribution
In accordance with TMS/TFRS, and based on our financial statements for the accounting period 01.01.2025-31.12.2025, which have been independently audited by DRT Independent Audit and Certified Public Accountant Consulting Inc., a net profit of 240.983.008,00 TL was achieved. The Board of Directors has decided to submit the distribution of 600,000,000.00 TL in dividends to the shareholders for the approval of the General Assembly. The Profit Distribution Table containing the Board of Directors' proposal is included in Appendix 3.
8. Election of Board of Directors members and determination of their terms of office
In accordance with CMB regulations, the Turkish Commercial Code, and the General Assembly Regulations, our Board of Directors members will be elected by taking into account the principles regarding the election of Board of Directors members included in our articles of association. In addition, independent members will be elected in order to comply with the CMB's Corporate Governance Communiqué No. II-17.1. Within the framework of CMB regulations, the independent Board of Directors members to be elected must meet the independence criteria defined in the Corporate Governance Principles. Upon the recommendation of the Corporate Governance Committee, the Board of Directors has decided to nominate Ms. Demet ÖZDEMİR and Mr. Yetik Kadri MERT as independent member candidates. The resumes and independence declarations of the independent member candidates are included in Appendix 1.
9. Determination of the remuneration of Board of Directors members and their rights such as attendance fees, bonuses, and premiums
The monthly gross remuneration of the members of the Board of Directors and their rights such as attendance fees, bonuses, and premiums will be determined by the General Assembly.
10. Selection of the auditor
Taking into account the recommendation of the Audit Committee, in accordance with the principles determined by the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, To audit the financial statements and activity report of our Company for the 2026 fiscal year, to subject the TSRS-compliant sustainability reports of our Company for 2026 to assurance audit within the framework of sustainability legislation, and to carry out other activities within the scope of relevant regulations; The Board of Directors' proposal to appoint DRT Independent Audit and Certified Public Accountant Firm Inc. as Auditor for a term of one year at the General Assembly will be submitted to the General Assembly for approval.
11. Discussion and approval of the planned amendment to Article 6 of the Company's Articles of Association.
Our application to the Capital Markets Board regarding the planned amendment to Article 6 of our Articles of Association was approved on January 16, 2026, and our application to the Ministry of Trade, General Directorate of Domestic Trade, was approved on January 29, 2026. The approved draft amendment to the Articles of Association will be submitted to our shareholders for approval at the 2025 Annual General Meeting. The text of the amendment to the Articles of Association is included in Appendix 3.
12. Discussion and approval of authorizing the Board of Directors to distribute advance dividends for the fiscal year 2026
In accordance with Article 24 of our Company's Articles of Association, the Dividend Distribution Policy, and the Capital Markets Board's Dividend Distribution Circular No. II-19.1, The matter of authorizing the Board of Directors to decide on the distribution of dividend advances limited to the 2026 fiscal year will be submitted to the General Assembly for the approval of the shareholders.
13. Providing information to the General Assembly regarding donations and grants made in 2025
Between January 1, 2025, and December 31, 2025, cash and in-kind donations totaling TL 9,491,535.00 were made to various public institutions and organizations. This matter will be brought to the attention of the General Assembly.
14. Determination of the upper limit for donations to be made by the Company in 2026
The upper limit for donations to be made by the Company in 2026 will be determined by our shareholders at the General Assembly.
15. Disclosure to the General Assembly of transactions specified in Corporate Governance Principle No. 1.3.6 by controlling shareholders, members of the board of directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship
In accordance with the mandatory Corporate Governance Principle No. 1.3.6 of the CMB, if shareholders holding management control, members of the board of directors, managers with administrative responsibility, and their spouses and relatives up to the second degree by blood or marriage perform a significant transaction that may cause a conflict of interest with the company or its subsidiaries, and/or if they engage in a commercial transaction falling within the scope of the business of the company or its subsidiaries on their own behalf or on behalf of another party, or if they become a partner with unlimited liability in another company engaged in the same type of commercial activities; such transactions shall be included as a separate agenda item on the agenda of the General Assembly with detailed information on the subject to be provided at the General Assembly and recorded in the minutes of the General Assembly.
Some of the shareholders who hold management control, members of the board of directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship serve as members of the board of directors in other Sabancı Group companies, including those with similar activities to our Company. During 2025, there were no significant transactions requiring disclosure under Principle 1.3.6 of the Corporate Governance Disclosure.
16. Granting permission to the Chairperson and Members of the Board of Directors to perform the transactions specified in Articles 395 and 396 of the Turkish Commercial Code
Our Board of Directors members can only conduct transactions within the framework of Articles 395/1, titled "Prohibition on transactions with the company, borrowing from the company," and 396, titled "Prohibition on competition," of the Turkish Commercial Code with the approval of the General Assembly. In order to comply with these regulations, the granting of the aforementioned permission will be submitted to our shareholders for approval at the General Assembly, and our shareholders will be informed about transactions of this nature carried out during the year.
17. Wishes and Remarks
The General Assembly meeting will conclude with the sharing of wishes and remarks.
ANNEX -1
STATEMENT OF INDEPENDENCE
I hereby declare that I am a candidate to serve as an “independent member” on the Board of Directors of Afyon Çimento Sanayi Türk A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Corporate Governance Principles as set forth by the Capital Markets Board (“CMB”)’s Communiqué on Corporate Governance.
In this regard, I declare and confirm that:
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and all entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill my duties as an independent board member,
d) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
h) I have not served as a member of the Board of the Company for more than six years within last ten years,
i) I am not registered in the name of any legal entity elected as a Board member,
j) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders, and in more than five corporations listed on Borsa İstanbul in total.
On the other hand, I declare that I am not a resident in Turkey pursuant to the provisions of the Income Tax Law No. 193 dated 31/12/1960, and that I am a resident of Switzerland.
Demet ÖZDEMİR
January 20, 2026
7
8
Demet Özdemir
Independent Board Member
Demet Özdemir, a graduate of ODTÜ Business Administration, holds a postgraduate degree in International Finance from the London School of Economics. During her nearly 30-year career, which began at Arthur Andersen and included 15 years as a Senior Corporate Finance Partner at Ernst & Young (EY), she has provided merger, acquisition, IPO, restructuring, and financial advisory services. As the Private Equity Sector Leader and Corporate Finance Partner for EY Turkey and the Central and Southeast Europe region, she has led projects in the finance, energy and infrastructure, retail, consumer products, and services sectors. and Corporate Finance Partner, he has led projects in the finance, energy and infrastructure, retail, consumer products, and services sectors. At EY, he also served as the Growing Markets Leader for the EMEIA (Europe, Middle East, India, and Africa) region. Currently, she serves as an independent board member of publicly traded companies, a board member of the British Turkish Chamber of Commerce, and General Manager at BGN. She has served as a board member of the Women on Boards Association and the Young Success Foundation, a member of the EY Global Women's Advisory Board, and a member of the EY Women Fast Forward and Women3 Forum Management Committee. Özdemir, a former national skier who won Turkish championships between 1987 and 1991, is married and has a son.
Positions Held Over the Past 10 Years
| Start Year | End Year | Organization Name | Position | Reason for Leaving |
|---|---|---|---|---|
| 2024 | - | Çimsa Çimento Sanayi ve Ticaret A.Ş. | Independent Board Member | Ongoing |
| 2024 | - | Afyon Çimento Sanayi Türk A.Ş. | Independent Board Member | Ongoing. |
| 2023 | - | BGN SA | Chief Executive Officer | Ongoing. |
| 2022 | - | Gelecek Varlık Yönetim A.Ş. | Independent Board Member | Ongoing. |
| 2022 | - | Ak Enerji Elektrik Üretim A.Ş. | Independent Board Member | Ongoing. |
| 2022 | - | Çelebi Hava Servisi A.Ş. | Independent Board Member | Ongoing. |
| 2021 | - | British Turkish Chamber of Commerce | Board Member | Ongoing. |
| 2021 | 2024 | Inveo Yatırım Holding A.Ş. | Board Member | End of Term. |
| 2021 | 2024 | Osmanlı Yatırım Menkul Değerler A.Ş. | Independent Board Member | Resignation |
| 2021 | 2023 | Sun Tekstil Sanayi ve Ticaret A.Ş. | Independent Board Member | Resignation |
| 1998 | 2021 | Ernst & Young (EY) | Senior Partner | Resignation |
STATEMENT OF INDEPENDENCE
I hereby declare that I am a candidate to serve as an “independent member” on the Board of Directors of Afyon Çimento Sanayi Türk A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Corporate Governance Principles as set forth by the Capital Markets Board (“CMB”)’s Communiqué on Corporate Governance.
In this regard, I declare and confirm that:
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and all entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill my duties as an independent board member,
d) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
e) I am residing in Turkey in accordance with the Income Tax Law No. 193 dated 31/12/1960,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
h) I have not served as a member of the Board of the Company for more than six years within last ten years,
i) I am not registered in the name of any legal entity elected as a Board member,
j) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders, and in more than five corporations listed on Borsa İstanbul in total.
Yetik Kadir MERT
January 20, 2026
10
Yetik Kadri MERT
Independent Board Member
After graduating from Middle East Technical University as a Mechanical Engineer, he obtained an MBA in Finance from Fairleigh Dickinson University in the USA. Yetik K. MERT began his professional career in large-scale construction projects in various Middle Eastern countries. He served as Deputy General Manager at Sümertaş Group of Companies. He has held positions as General Manager and Board Member at Ortech in the United States, Çamsan A.Ş. in Ankara, and Doğan Group Companies in Istanbul.
MERT joined the Sabancı Group in 2003 as Director of Strategic Planning and Business Development and continued his career in 2004 as General Manager at Enerjisa Üretim A.Ş. He joined Enerjisa Başkent EDAŞ as CEO in 2008 and was appointed CEO of Enerjisa Enerji A.Ş. in 2011. Between 2016 and 2018, he served as CEO of STFA Yatırım Holding A.Ş. and as Chairman and Vice Chairman of the Board of Directors of the group companies. Since 2021, he has been serving as an independent board member at Çimsa Çimento, Afyon Çimento, and Genel Energy PLC.
Positions Held in the Last 10 Years
| Start Year | End Year | Company Name | Position | Reason for Leaving |
|---|---|---|---|---|
| 2021 | General Energy PLC/UK | Independent Board Member | Ongoing | |
| 2021 | - | Çimsa Çimento Sanayi ve Ticaret A.Ş. | Independent Board Member | Ongoing |
| 2021 | - | Afyon Çimento Sanayi Türk A.Ş. | Independent Board Member | Ongoing |
| 2019 | 2022 | RES Renewable Energy Sources d.o.o | Founder/Managing Partner | Termination |
| 2016 | 2018 | STFA Yatırım Holding A.Ş. | CEO | Resignation |
| 2004 | 2016 | Enerjisa Enerji A.Ş. | CEO | Resignation |
ANNEX-2
AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
AMENDED ARTICLES OF ASSOCIATION
| FORMER TEXT | NEW TEXT |
|---|---|
| CAPITAL | |
| Article 6 | CAPITAL |
| Article 6 | |
| The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law and has transitioned to this system with the permission of the Capital Markets Board dated January 13, 2015 and numbered 1/1. | The Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law and has transitioned to this system with the permission of the Capital Markets Board dated January 13, 2015 and numbered 1/1. |
| The Company's registered capital ceiling is 800,000,000 (eight-hundred-million)—Turkish Liras, divided into 80,000,000,000 (eighty-billion) shares, each with a nominal value of 1 (one) Kuruş. | The Company's registered capital ceiling is 3,000,000,000 (Three billion) Turkish Liras, divided into 300,000,000,000 (Three hundred billion) shares, each with a nominal value of 1 (One) Kuruş. |
| The registered capital ceiling permit granted by the Capital Markets Board is valid for the years 2021-2025 (5 years). Even if the authorized registered capital ceiling is not reached by the end of 2025, in order for the Board of Directors to be able to decide on a capital increase after 2025, it is mandatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board for the previously authorized ceiling or a new ceiling amount. If such authorization is not obtained, the Company's Board of Directors cannot increase the capital. | The registered capital ceiling permit granted by the Capital Markets Board is valid for the years 2026-2030 (5 years). Even if the authorized registered capital ceiling is not reached by the end of 2030, in order for the Board of Directors to be able to decide on a capital increase after 2030, it is mandatory to obtain authorization from the general assembly for a new period by obtaining permission from the Capital Markets Board for the previously authorized ceiling or a new ceiling amount. If such authorization is not obtained, the Company's Board of Directors cannot increase the capital. |
| The Company's issued and fully paid-up capital is 400,000,000 (four hundred million) Turkish Liras. This capital is divided into 40,000,000,000 (forty billion) bearer shares, each with a nominal value of 1 (one) Kuruş. | The Company's issued and fully paid-up capital is 400,000,000 (four hundred million) Turkish Liras. This capital is divided into 40,000,000,000 (forty billion) bearer shares, each with a nominal value of 1 (one) Kuruş. |
| The Board of Directors is authorized to increase the issued capital between 2021 and 2025 by issuing registered and/or bearer shares, provided that the registered capital ceiling is not exceeded. | The Board of Directors is authorized to increase the issued capital between 2026 and 2030 by issuing registered and/or bearer shares, provided that the registered capital ceiling is not exceeded. |
| The Board of Directors may decide that the value of newly issued shares shall be higher than their nominal value. The share amounts corresponding to the cash-committed capital shall be paid in full and in advance at the time of commitment. | The Board of Directors may decide that the value of newly issued shares shall be higher than their nominal value. The share amounts corresponding to the cash-committed capital shall be paid in full and in advance at the time of commitment. |
| In the increase of issued capital, shareholders shall exercise their preemptive rights in proportion to the increase in the Company's issued capital. However, the Board of Directors may restrict the exercise of preemptive rights. | In the increase of issued capital, shareholders shall exercise their preemptive rights in proportion to the increase in the Company's issued capital. However, the Board of Directors may restrict the exercise of preemptive rights. |
| Shares representing capital are recorded in accordance with the principles of registration. | Shares representing the capital are recorded in accordance with the principles of registration. |
ANNEX-3
| AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
DIVIDEND DISTRIBUTION TABLE FOR THE YEAR 2025 (TRY) | | | |
| --- | --- | --- | --- |
| 1. Paid-In / Issued Capital | | | 400.000.000,00 |
| 2. Total Legal Reserves (According to Legal Records) | | | 120.306.525,38 |
| Information privilege in dividend distribution in accordance with the articles of association | | | No |
| | | Based on CMB Regulations | Based on Legal Records |
| 3. | Current Period Profit | 422.704.959,00 | 641.106.853,88 |
| 4. | Taxes Payable (-) | 181.721.951,00 | 76.395.918,30 |
| 5. | Net Current Period Profit | 240.983.008,00 | 564.710.935,58 |
| 6. | Losses in Previous Years (-) | 0,00 | 0,00 |
| 7. | Primary Legal Reserve (-) | 18.815.070,98 | 18.815.070,98 |
| 8. | Net Distributable Current Period Profit | 222.167.937,02 | 545.895.864,60 |
| 9. | Donations Made During The Year (+) | 9.491.535,00 | |
| 10. | Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated | 231.659.472,02 | |
| 11. | First Dividend to Shareholders | 20.000.000,00 | 20.000.000,00 |
| | -Cash | 20.000.000,00 | 20.000.000,00 |
| | -Stock | | |
| 12. | Dividend Distributed to Owners of Privileged Shares | | |
| 13. | Other Dividend Distributed | | |
| | To the Employees | | |
| | To the Members of the Board of Directors | | |
| | To Non-Shareholders | | |
| 14. | Dividend to Owners of Redeemed Shares | | |
| 15. | Second Dividend to Shareholders | 144.167.937,02 | 467.895.864,60 |
| 16. | Secondary Legal Reserves | 58.000.000,00 | |
| 17. | Statutory Reserves | | |
| 18. | Special Reserves | | |
| 19. | Extraordinary Reserves | | |
| 20. | Other Distributable Resources | 435.832.062,98 | 112.104.135,40 |
| DIVIDEND PAYMENT RATES TABLE | | | | | |
| --- | --- | --- | --- | --- | --- |
| | CASH DIVIDEND AMOUNT (TL) - NET | STOCK DIVIDEND AMOUNT (TL) | TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT | DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL - NET (TL) | DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL - NET (%) |
| GROSS | 600.000.000,00 | | 270,07 | 1,5000 | 150,00 |
| NET* | 510.000.000,00 | | 229,56 | 1,2750 | 127,50 |
| * The withholding tax rate is assumed as 15% when calculating the net amount. Withholding tax will be applied at varying rates depending on the legal status of the shareholders and in accordance with the relevant double taxation avoidance agreements. | | | | | |