AFYON ÇİMENTO SANAYİ T.A.Ş. — Proxy Solicitation & Information Statement 2026

Mar 30, 2026

ISTANBUL COMMERCIAL REGISTRY DIRECTORATE COMMERCIAL REGISTRY NO: 264584-0

AFYON ÇİMENTO SANAYİ TÜRK A.Ş.

FROM THE BOARD OF DIRECTORS

INVITATION FOR THE ORDINARY GENERAL MEETING

Our company's 2025 Annual General Meeting will be held on Monday, March 30, 2026, at 9:00 a.m. at SABANCI CENTER, 4. LEVENT, 34330, BEŞİKTAŞ, ISTANBUL, to discuss the items listed on the agenda below.

Shareholders whose shares are registered with the Central Registry Agency and who are entitled to attend general meetings may participate in the general meeting to be held at the above address in person or through their representatives, or, if they wish, they may participate in the general meeting electronically in person or through their representatives using their secure electronic signatures via the Electronic General Meeting System provided by the Central Registry Agency.

Shareholders may authorize their representatives using the Electronic General Meeting System or, in accordance with the provisions of the Capital Markets Board's Circular on Proxy Voting and Collection of Proxies by Call No. II-30.1, by using the proxy form sample below or by filling out the proxy form available at our company headquarters and on our company's website www.afyoncimento.com website under the "Investor Relations" link, have their signatures notarized, or attach their notarized signature circulars to the proxy form bearing their signatures to represent themselves at the meeting.

To participate in the General Assembly Meeting to be held in person;

• Individual shareholders must present their identity documents,
• Corporate shareholders must present the identity documents of the persons authorized to represent and bind the legal entity, along with their authorization documents,
• Representatives of individuals and legal entities must present their identity documents and representation documents,
• Representatives authorized through the Electronic General Assembly System must present their identity documents and sign the list of attendees.

Our shareholders who will participate in the general meeting electronically via the Electronic General Meeting 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 in 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, 2024 TSRS-compliant sustainability report, Board of Directors' Profit Distribution Proposal, and Draft Amendment to the Articles of Association will be available at least three weeks prior to the meeting date on the Electronic General Meeting System page of the Central Registry Agency's website. They will also be available on our company's website at www.afyoncimento.com under "Investor Relations" and "Information Society Services," as well as at our company headquarters at the address below, where they will be available for inspection.

We respectfully request that our esteemed partners attend the meeting at the specified date and time.

Umut ZENAR
Chairman

Burak Turgut ORHUN
Vice Chairman

Company Headquarters: Küçükbakkalköy Mahallesi Kayışdağı Cad. No: 1/89 Ataşehir/İstanbul
Tel: 0216 651 53 00 Fax: 0216 651 14 15 Web: www.afyoncimento.com

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AFYON ÇİMENTO SANAYİ TÜRK A.Ş.
2025 ANNUAL GENERAL MEETING AGENDA
TO BE HELD ON MARCH 30, 2026 AT 09:00

1. Opening and Formation of the Meeting Council
2. Reading and discussion of the Board of Directors' Activity Report for 2025
3. Reading of the Auditor's Reports
4. Reading, discussion, and approval of the TSRS-compliant sustainability reports for 2024
5. Reading, discussion, and approval of the financial statements for 2025
6. Discharge of the Board of Directors members for the activities of 2025
7. Determination of the use of 2025 profits and the rates of dividend distribution
8. Election of Board of Directors members and determination of their terms of office
9. Determination of the remuneration of Board members and their rights to attendance fees, bonuses, and premiums
10. Election of the auditor
11. Discussion and approval of the planned amendment to Article 6 of the Company's Articles of Association
12. Discussion and approval of authorizing the Board of Directors to distribute advance dividends for the fiscal year 2026
13. Providing information to the General Assembly regarding donations and grants made in 2025
14. Determination of the upper limit of donations to be made by the Company in 2026
15. 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
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
17. Wishes and Remarks

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PROXY FORM

AFYON ÇİMENTO SANAYİ TÜRK A.Ş.

Afyon Çimento Sanayi Türk A.Ş. will hold its 2025 Annual General Meeting on Monday, March 30, 2026, at 9:00 a.m. at Sabancı Center, 4. Levent, 34330, Beşiktaş Istanbul, to represent me, vote, make proposals, and sign the necessary documents in accordance with the views stated below, I hereby appoint ……………………………………………………………………………………

Proxy () ;
Full Name / Trade Name:
Turkish ID Number / Tax Number, Trade Registry Number, and MERSIS Number:
() For foreign attorneys, equivalent information must be provided if available.

A) SCOPE OF REPRESENTATION AUTHORITY

The scope of representation authority must be determined by selecting one of the options (a), (b), or (c) for sections 1 and 2 below.

1. Regarding Items on the General Meeting Agenda;
   a) The proxy is authorized to vote according to their own opinion.
   b) The proxy is authorized to vote according to the opinion of the partnership.
   c) The proxy is authorized to vote according to the instructions below.

Instructions: If option (c) is selected by the shareholder, the instructions for the specific agenda item are given by checking one of the options provided opposite the relevant general meeting agenda item (accept or reject) and, if the reject option is selected, by indicating the dissenting opinion to be recorded in the general meeting minutes, if any.

Nu m.	Agenda Items	Accept	Reject	Opposition Note
1	Opening and Formation of the Meeting Council
2	Reading and discussion of the Board of Directors' Activity Report for 2025
3	Reading of the Auditor's Reports
4	Reading, discussion, and approval of the TSRS-compliant sustainability reports for 2024
5	Reading, discussion, and approval of the financial statements for 2025
6	Discharge of the Board of Directors members for the activities of 2025
7	Determination of the use of 2025 profits and the rates of dividend distribution
8	Election of Board of Directors members and determination of their terms of office
9	Determination of the remuneration of Board members and their rights to attendance fees, bonuses, and premiums
10	Election of the auditor
11	Discussion and approval of the planned amendment to Article 6 of the Company's Articles of Association
12	Discussion and approval of authorizing the Board of Directors to distribute advance dividends for the fiscal year 2026
13	Providing information to the General Assembly regarding donations and grants made in 2025
14	Determination of the upper limit of donations to be made by the Company in 2026
15	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

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	Directors, managers with administrative responsibility, and their spouses and relatives up to the second degree of kinship
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
17	Wishes and Remarks

1. Special instructions regarding other matters that may arise at the General Meeting and the exercise of minority rights:

a) The proxy is authorized to vote according to his/her own opinion.
b) The proxy is not authorized to represent the shareholder in these matters.
c) The proxy is authorized to vote according to the following special instructions.

SPECIAL INSTRUCTIONS: Any special instructions given to the proxy by the shareholder, if any, are specified here.

B) The shareholder indicates the shares he/she wants the proxy to represent by selecting one of the following options.

1. I approve the representation of my shares specified in detail below by the proxy.

a) Class and Series: *
b) Number/Group:*
c) Number-Nominal Value:
c) Whether or not it has voting privileges:
d) Bearer-Registered:
e) Ratio to the total shares/voting rights held by the shareholder:

• This information is not requested for registered shares.
  ** For shares registered in the registry, information about the group will be provided instead of the number, if available.

• I approve the representation of all my shares listed in the list of shareholders eligible to attend the general meeting, prepared by the Central Securities Depository (MKK) one day before the general meeting date, by a proxy.

NAME AND SURNAME OR TITLE OF THE SHAREHOLDER ():
Turkish ID Number / Tax Number, Trade Registry and Number, and MERSIS Number:
Address:
() For foreign shareholders, equivalent information must be provided if available.

SIGNATURE:

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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.