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EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş.

Governance Information Mar 3, 2025

5911_rns_2025-03-03_e9909d25-9a7c-4c56-8e80-7d4d45cf54fa.pdf

Governance Information

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ADDITIONAL DISCLOSURES WITHIN THE FRAME OF CMB REGULATIONS

General disclosures which must be done pursuant to the "II-17.1 Communiqué on Corporate Governance" of the Capital Markets Board, could be found hereinafter:

1. Total number of shares and voting rights reflecting the current corporate structure as of the date that the announcement and should the corporation have privileged shares, number of privileged shares and voting rights for each privileged share group and information on the feature of the privileges:

Shareholder Amount of
Shares (TRY)
Share in Capital
(%)
Voting Right Rate of Voting
Right (%)
Ataer Holding A.Ş. 3,449,964,907 49.29 344,996,490,726 49.29
Other 3,550,035,093 50.71 355,003,509,274 50.71
Total 7,000,000,000 100.00 700,000,000,000 100.00

This capital is divided into shares Group A and Group B. 1 (one) share of registered certificate, amounting to 1 Kr (one Kuruş) is A group and 699,999,999,999 (six hundred ninetynine billion nine hundred ninetynine million nine hundred ninetynine thousand nine hundred ninetynine) share of certificates amounting to 6,999,999,999.99 (six billion nine hundred ninety nine million nine hundred ninety nine thousand nine hundred ninety nine Turkish Liras, ninety nine kurus) is B Group.

The right of usufruct shall be established in favor of and to the name of Privatization Administration on the shares of A Group with all rights appertaining thereto unless otherwise decided by Supreme Board of Privatization. All voting rights on the shares of A Group shall be exercised by the holder of usufruct.

In the Company's Articles of Association,

  • Resolutions regarding any amendment which are likely to affect, directly or indirectly, the obligations in the Share Sale Agreement in respect of investment and employment, and, the rights granted to the Group A shares in connection with those obligations as well as the amendments which are to affect the quorum for meeting and resolution of Board of Directors and the rights belonging to the Group A shares,

  • Resolutions regarding closedown or sales of or an encumbrance upon the integrated steel production facilities and mining facilities owned by the Company and/or its subsidiaries or a resolution on reduction in capacity of such facilities,

  • Resolutions regarding closedown, sales, demerger or merger or liquidation of the Company and / or its subsidiaries owning the integrated steel production facilities and mining facilities,

can be passed only through affirmative votes of the usufructuary in representation of Group A shares. Otherwise, the resolutions passed shall be invalid.

2. Changes in the management and activities of the corporation and subsidiaries thereof that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly and information on the reasons for such changes:

There is no change in the management and activities of the corporation and subsidiaries thereof that took place in the past accounting period or that are planned for future accounting periods, which may affect the activities of the corporation significantly.

3. In case the general assembly meeting agenda includes dismissal, change or election of board of directors members, the grounds for their dismissal and change and with respect to the persons whose candidacy has been declared to the corporation; their curricula vitae, duties that they have conducted in the last ten years and reasons for their resignation, feature and materiality level of their relation with the corporation and its related parties, whether they are independent or not, and information on similar issues which may affect the activities of the corporation should these persons are elected as members of Board of Directors:

Legal Entity Board Members have been appointed for three years and Independent Board Members have been appointed for one year at the 2022 Ordinary General Assembly Meeting which was held on March 31, 2023.

Due to the expiry of their term of office, Emre GÖLTEPE, Kadri ÖZGÜNEŞ and Sezai Afif ENSARİ were elected as Independent Members of the Board of Directors for one year as a result of the election at the Ordinary General Assembly Meeting dated March 28, 2024.

According to the decision of our Company's Board of Directors,

It has been decided that Gürtan DAMAR will be registered and announced on the trade registry as a real person representative of OMSAN Lojistik A.Ş. in place of Baran ÇELİK according to the Board of Directors decision of our Company's legal entity Deputy Chairman and Executive Director OMSAN Lojistik A.Ş., numbered 19.

It has been decided that Mustafa Serdar BAŞOĞLU will be registered and announced on the trade registry as a real person representative of OYAK Pazarlama Hizmet ve Turizm A.Ş. in place of Gürtan DAMAR according to the Board of Directors decision of our Company's legal entity Board Member and Executive Director OYAK Pazarlama Hizmet ve Turizm A.Ş., numbered 2024/26.

It has been decided that Baran ÇELİK will be registered and announced on the trade registry as a real person representative of OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş. in place of Eren Ziya DİK according to the Board of Directors decision of our Company's legal entity Board Member OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş., numbered 19.

Resumes of the Independent Board Members who will be nominated at the 2024 Ordinary General Meeting, which will be held on March 26, 2025 are given in the Appendix 1.

4. Written requests of shareholders submitted to the Investor Relations Department for inclusion of an item into the agenda and should the board of directors have not accepted the proposals, such proposals which have not been accepted and grounds for their refusal:

No such request has been received for the Ordinary General Meeting.

5. In case the agenda includes amendment of articles of association, relevant resolution of the board of directors and former and new versions of the articles of association:

There is no such article about the amendment of articles of association in our Ordinary General Meeting's agenda.

APPENDIX 1

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Emre GÖLTEPE

Birth Date : 1982

Educational
Background
Institution Graduation Date
Master's Degree INSEAD Singapore / France,
Finance
2015-2017
Bachelor's Degree Istanbul Bilgi University / International
Finance
2001-2006
Bachelor's Degree Istanbul Bilgi University / Economics 2001-2006

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2023-
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2022-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2022-
Neo Portföy Yönetim A.Ş.
Founding Partner, Board Member
2019-
Lakehill Capital Partners
Founding Partner
2018-
Rhea
Girişim Sermayesi Yatırım Ortaklığı
Vice President
2012-2018

He has no relationship with the company and related entities.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Kadri ÖZGÜNEŞ
-------------- --- ---------------

Birth Date : 1973

Educational
Background
Institution Graduation Date
Doctor's Degree Boğaziçi
University / Finance
2006
Master's Degree Boğaziçi
University / Economics
1998
Bachelor's Degree İstanbul Technical University /
Management Engineering
1993

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2023-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2023-
OYAK Yatırım Menkul Değerler A.Ş.
Independent Board Member
2021-2023
Hektaş Ticaret T.A.Ş.
Independent Board Member
2021-
Kairos Kurumsal Danışmanlık
Managing Partner
2019-
İstinye University
Dr. Lecturer
2018-2023
Temsa Ulaşım Araçları Sanayi veTicaret A.Ş.
Business Development Deputy General Manager
2018-2018
Temsa Ulaşım Araçları Sanayi veTicaret A.Ş.
Foreign Sales, Marketing Deputy General
Manager
2016-2017
Hacı Ömer
Sabancı Holding A.Ş.
Business Development and Performance Director
2013-2016

He has no relationship with the company and related entities.

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name Surname : Sezai Afif ENSARİ

Birth Date : 1951

Educational
Background
Institution Graduation Date
Bachelor's Degree İstanbul University / Faculty of Economics 1973

Foreign Language(s): English

Experiences in Last 10 Years:

Experience Starting and Ending Dates
Ereğli Demir ve Çelik Fabrikaları T.A.Ş.
Independent Board Member
2024-
İskenderun Demir ve Çelik A.Ş.
Independent Board Member
2024-
OYAK Çimento Fabrikaları A.Ş.
Independent Board Member
2020-
Adana Çimento Sanayii T.A.Ş.
Independent Board Member
2018-2020
Sümer Holding A.Ş.
General Manager
and Deputy Chairman
2005-2016

He has no relationship with the company and related entities.

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