İSKENDERUN DEMİR VE ÇELİK A.Ş. — Proxy Solicitation & Information Statement 2021

Nov 10, 2021

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EXTRAORDINARY GENERAL ASSEMBLY MEETING INVITATION FROM THE BOARD OF DIRECTORS OF İSKENDERUN DEMİR VE ÇELİK A.Ş.

The Extraordinary General Assembly Meeting of our Company shall be held so as to discuss and conclude the written subjects in the agenda stated below on Monday, 06 December 2021 at 10:00 in the Head Office of OYAK Maden Metalürji Conference Hall, located at the address Barbaros Mahallesi Ardıç Sokak No: 6 Ataşehir/İstanbul.(*)

Only those shareholders whose names are included in the list of attendants being prepared by the Board of Directors of our Company based on the shareholders’ list received from Central Registry Agency (CRA) as per the Article 30 of Capital Market Law could participate in the General Assembly. In accordance with the Article 415 of Turkish Commercial Code, only those shareholders whose names are included in the list of attendants being prepared by the board of directors could participate in the General Assembly. ”Shareholders’ Schedule” in terms of shares monitored under the registry of Central Registry Agency during the preparation of the list of attendants which is received from Central Registry Agency one day before the day of the General Assembly as of 23:59 is taken as a basis. Right-holders whose names are included in that list could physically participate in the Extraordinary General Assembly Meeting of our Company by showing their identity cards.

As per the Article 1527 of Turkish Commercial Code, right holders who would like to participate electronically in General Assembly Meeting personally or through their proxies are obliged to convey these preferences with Electronic General Meeting System (e-GEM) via CRA / MKK system. In case a proxy participates in the general assembly meeting on behalf of the right holder, it is mandatory to register the identification information of the proxy in e-GEM. In case the proxy participates in the meeting physically, entitling could also be made in this manner.

Shareholders of our company could participate physically or electronically in the Extraordinary General Assembly Meeting personally, as well as through their proxies. Participation electronically in the general assembly meetings, assignment of a proxy, making a proposal, expression of views and voting procedures shall be carried out through Electronic General Meeting System (e-GEM) provided by Central Registry Agency (CRA / MKK). Participation electronically in the General Assembly is possible only with the secure electronic signatures of shareholders or their proxies. Therefore, shareholders who will carry out a transaction in Electronic General Meeting System (e-GEM), first of all, have to register their contact information in e-MKK information portal of Central Registry Agency (CRA / MKK) as well as having to have a secure electronic signature. It is not possible for the shareholders or proxies who have not registered in e-MKK Information Portal and do not have a secure electronic signature to participate electronically in the general assembly meeting through e-GEM.

Shareholders or proxies who would like to participate electronically in the meeting are supposed to fulfill their obligations in accordance with the provisions of “Regulation on the General Assemblies in Corporates to be Held Electronically” published in the Official Gazette dated 28 August 2012 and no. 28395 and “Declaration on Electronic General Meeting System to be Implemented in the General Assemblies of Corporates” published in the Official Gazette dated 29 August 2012 and no.28396. Otherwise, they shall not be able to participate in the meetings. The detailed information about e-GEM could be accessed through the web site www.mkk.com.tr.

Shareholders who will participate in the meeting through their proxies due to that they shall not be able to attend in person, physically or electronically are obliged to prepare a power of attorney in line with the sample given below or to obtain a sample of power of attorney form from our Company’s Head Office or from our Company’s website www.isdemir.com.tr and to submit their proxy forms whose signatures have been authenticated by a notary or their power of attorneys to which they will add their signature declarations prepared in the presence of a notary public, as well as fulfilling the requirements stated in the “Communiqué II-30.1 on Voting by Proxy and Proxy Solicitation” of the Capital Markets Board (CMB).

As per CMB’s Corporate Governance Principles and Communiqués, regarding the subjects to be discussed in the Extraordinary General Assembly Meeting of our company, General Assembly Meeting agenda, Board of Directors’ proposal regarding distribution of retained earnings and the date of dividend distribution, shall be made available at the Company’s Head Office located at the address Karayılan Mahallesi İskenderun (31319)/HATAY and at our Company’s website www.isdemir.com.tr for the examinations of our shareholders 3 weeks before the date of General Assembly meeting.

State of Affairs is respectfully announced to Our Esteemed Shareholders.

(*) As per the article 29 of the Capital Markets Law, an additional registered mail for the invitation to the General Assembly Meeting shall not be sent to our shareholders.

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AGENDA

1. Opening, Formation of the General Assembly Meeting Chairmanship and Stand in Silence,

2. The Authorization of Meeting Chairmanship for Signing of the Meeting Minutes and Other Documents,

3. Discussion, Submission to Voting and Resolving the Proposal of Board of Directors for the Distribution of Retained Earnings and Dividend Payment Date,

4. Closing.

PROXY FORM

İskenderun Demir ve Çelik A.Ş.

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I appoint …………………………………………………………………………..who is introduced in detail below as a proxy so as to be authorized to represent me, to vote, to make proposal and to sign the necessary documents in line with the views I have specified below, at the General Assembly meeting of İskenderun Demir ve Çelik A.Ş. to be held on Monday, 06 December 2021 at 10:00 in the Head Office of OYAK Maden Metalürji Conference Hall, located at the address Barbaros Mahallesi Ardıç Sokak No: 6 Ataşehir/İstanbul.

Proxy’s (*);

Name Surname/Business Name:

TR Identity No/Tax No, Trade Register and Number and MERSİS (Central Registration system) number: (*) For foreign proxies, submitting the equivalents of the information mentioned, if available, is mandatory.

A) SCOPE OF POWER OF ATTORNEY

For the sections 1 and 2 given below, the scope of power of attorney should be specified by selecting one of the options (a), (b) or (c)

1. Regarding the Subjects Included in the Agenda of the General Assembly;

a) Proxy is authorized to vote according to his own view.

b) Proxy is authorized to vote according to the proposals of the management of partnership.

c) Proxy is authorized to vote according to the instructions specified in the table given below.

Instructions:

Are given by marking one of the options (accept or refuse) given in front of the general assembly agenda article regarding the instructions specific to the agenda article in case of the selection of the option (c) by a shareholder, and by stating the counter-statement, if any, requested to be written on the minutes of general assembly in case of the selection of the option refuse.

agenda article regarding the inst option (c) by a shareholder, and the minutes of general assembly	agenda article regarding the inst option (c) by a shareholder, and the minutes of general assembly	ructions specific to the agenda arti by stating the counter-statement, in case of the selection of the opti	ructions specific to the agenda arti by stating the counter-statement, in case of the selection of the opti	ructions specific to the agenda arti by stating the counter-statement, in case of the selection of the opti	ructions specific to the agenda arti by stating the counter-statement, in case of the selection of the opti	ructions specific to the agenda arti by stating the counter-statement, in case of the selection of the opti
Agenda Articles (*)
	Agenda Articles (*)			Accept	Refuse	Counter Statement
	1. Opening, Formation of the General Asse	mbly Meeting Chairmanship and Stand in Silence,
	2. The Authorization of Meeting Chairmanship for Signing of the Meeting Minutes and Other Documents,
	3. Discussion, Submission to Voting and Resolving the Proposal of Board of Directors for the Distribution of Retained Earnings and Dividend Payment Date,
	4. Closing.

(*) Subjects included in the General Assembly agenda are sorted individually. If there is a separate draft resolution for minority, it is also specified in order to ensure voting by proxy.

2. Special instruction regarding other issues which may arise during the General Assembly meeting and especially exercising minority rights:

a) Proxy is authorized to vote according to in his own view.

b) Proxy does not have a representative authority for these subjects

c) Proxy is authorized to vote according to the special instructions shown below.

SPECIAL INSTRUCTIONS: Special instructions, if any, to be given by a shareholder are stated here.

B) A shareholder specifies the shares which he wants the proxy to represent by selecting one of the

options below.

1. I confirm the representation of my shares detailed below by the proxy.

a) Composition and series:*

• b) Number/Group: **

• c) Quantity-Nominal value:

• ç) Whether it is a share with a voting power or not:

• d) Whether it is a bearer share or a registered share:*

• e) Total shares owned by the shareholder/voting rights

• This information is not requested for shares monitored under the registry of CRA / MKK

** For shares monitored under the registry of CRA / MKK, instead of a number, information related with the group shall be included.

2. I confirm the representation of all of my shares included in the list prepared by CRA / MKK one day before the general assembly regarding the shareholders who could attend the general assembly by the proxy.

NAME SURNAME OR TITLE OF SHAREHOLDER (*)

TR Identity No/Tax No, Trade Register and Number and MERSİS (Central Registration system) number: Address:

• (*) For foreign proxies, submitting the equivalents of the information mentioned, if available, is mandatory.

(SIGNATURE)