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KONYA ÇİMENTO SANAYİİ A.Ş.

Proxy Solicitation & Information Statement May 13, 2024

8940_rns_2024-05-13_0d42d23f-cf0c-4f52-9460-c474f8273bc8.pdf

Proxy Solicitation & Information Statement

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KONYA ÇİMENTO SANAYİİ A.Ş. INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING FROM THE BOARD OF DIRECTORS

2023 Ordinary General Assembly of Shareholders of our Company shall take place on 9 May 2024, at 11.00 a.m. at the Company head office, at Horozluhan Mahallesi, Cihan Sokak, No:15 Selçuklu/KONYA to discuss and decide on the following agenda items.

Shareholders whose names are included in the list of shareholders provided by Central Registry Agency may attend 2023 Ordinary General Assembly meeting of our Company physically or electronically. For real persons included in this list to show their IDs for physically attend, and for the representatives of legal entities to present a representation document with their IDs is sufficient to attend the meeting.

If our shareholders prefer to attend the General Assembly Meeting electronically or appoint a representative electronically, they and their representatives must have an electronic signature and register their information to the e-Investor information center. It is not possible for shareholders or their representatives who are not registered to the e-Investor information center and do not have electronic signatures to attend the General Assembly electronically. Shareholders or their representatives who wish to attend the meeting electronically, are required to fulfill the obligations in accordance with the provisions of the "Regulation on General Assembly Meetings to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395, and the "Regulation on the Electronic General Assembly System to be Applied in the General Assembly of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396.

Shareholders who are not able to attend the meeting in person but wish to attend through a attorney, should issue their proxy document in accordance with the attached sample, or obtain a sample of the Proxy form from our Company's head office or our company's website at www.konyacimento.com.tr and are required to fulfill the issues stipulated in the Communiqué of the Capital Markets Board No. II-30.1, submit their notarized proxy document or appoint a proxy by electronic method in accordance with Electronic General Assembly System ("EGEM"). A attorney appointed through the EGEM may attend the General Assembly meeting physically or via the EGEM without the need to submit a physical proxy document. The attorney who will attend the meeting by proxy or physically, whether appointed with a notarized Proxy document or appointed via the EGEM, must show identification at the meeting.

In order for the entrusted party to use the right to attend the general assembly meeting and to vote, arising from the shares and share certificates entrusted to whom, within the scope of Article 429 of the Turkish Commercial Code, it is obligatory to submit the relevant documents in accordance with the relevant provisions of the "Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Regulation on the Representatives of the Ministry of Customs and Trade to Attend These Meetings" published in the Official Gazette No. 28481 dated 28 November 2012. Necessary authorizations can also be made through the EGEM, provided that the above-mentioned conditions are met.

Pursuant to paragraph 4 of article 415 of the Turkish Commercial Code no. 6102 and paragraph 1 of article 30 of the Capital Markets Law, the right to attend the general assembly and to vote are not dependent on the storage of shares. In this context, if our shareholders want to attend the General Assembly Meeting, blocking their shares is not required.

Financial Statements for 2023, Annual Report of the Board, reports of the Independent Auditor, profit distribution proposal of the board, information note on the general assembly, and other information and documents required to be submitted to our shareholders in accordance with the relevant legislation are made available for the review of Shareholders, three weeks prior to the date of the general assembly meeting, at our Company's headquarters, at the company's website www.konyacimento.com.tr, at Public Disclosure Platform and at electronic general assembly system.

Submitted to inform esteemed Shareholders.

AGENDA

  • 1. Opening and formation of the Meeting Presidency
  • 2. Granting authority to the Meeting Presidency to sign the minutes of General Assembly Meeting on behalf of the shareholders
  • 3. Reading, negotiation and approval of the Annual Report of the Board of Directors for 2023
  • 4. Reading of the Independent Auditing Firm Reports for 2023
  • 5. Reading, negotiation and approval of the Financial Statements for 2023
  • 6. Release of the Board of Directors Members and the Auditor separately for their activities in 2023
  • 7. Determination of the number of the Board of Directors members, election of the Board of Directors members and determination of their term of office
  • 8. Providing information as to remuneration policy for the Board of Directors members and Senior Executives which is put in writing as per the regulations of Capital Market Board
  • 9. Determination of the remuneration to be provided to the Board of Directors members
  • 10. Assessment and approval of the Independent Auditing Firm determined by the Board of Directors as per the Turkish Commercial Code and the Capital Market Legislation
  • 11. To authorize Board of Directors members to perform activities within the scope of Article 395 396 of the Turkish Commercial Code
  • 12. Providing information as to the Distribution of Profit Policy of the Company and the following resolving on the proposal regarding profit distribution proposed by the Board of Directors as to the distribution of profit earned in 2023
  • 13. Providing information about the amount of any and all donation and charities, its beneficiaries and the policy revisions performed in 2023 and submitting the proposal of the Board of Directors regarding the ceiling amount for the charities which may be performed in 2024 to the approval of General Assembly
  • 14. Providing the shareholders with information about transactions performed with related parties in 2023 as per the regulations of Capital Market Board
  • 15. Providing the General Assembly with information about the pledge, security and mortgage established in favor of third parties and the income or benefits gained by doing so as per the regulations of the Capital Market Board
  • 16. Providing information and submitting to the approval of the General Assembly of the issue that the shareholders that hold the management domination, the Board of Directors members, senior executives and their wives/spouses and their relatives by blood or by marriage until second degree are able to carry out transactions that can cause a conflict of interest between them and the company or its subsidiary and that can compete with the company or its subsidiary, further providing the General Assembly with the information as to the transactions conducted in this respect in 2023
  • 17. Wishes and requests

PROXY

TO PRESIDENTIAL BOARD OF GENERAL ASSEMBLY OF KONYA ÇİMENTO SANAYİİ ANONİM ŞİRKETİ

I, the undersigned, hereby appoint, empower and delegate …………………………………………………., as identified in detail herein below, as my proxy holder fully authorized to represent me, vote, make proposals and sign the required documents on behalf of me in accordance with the opinions I have cited herein below, during the ordinary general assembly meeting of shareholders of Konya Çimento Sanayii A.Ş. to be held at the address of Horozluhan Mahallesi, Cihan Sokak, No:15 Selçuklu, KONYA at 11:00 a.m., on 9 May 2024.

Proxy Holder's (*): Name & Surname / Title : T.R. Identity No./Tax Identity No: (*) Equivalent of the foregoing information must be provided for foreign proxy holders, if any.

A) SCOPE OF THE REPRESENTATIVE AUTHORITY:

Scope of the representative authority should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 herein below.

1. On The Topics Included In The Agenda Of The General Assembly Meeting:

  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is authorized to vote in line with proposals of the corporation management.
  • c) Proxy holder is authorized to vote in line with the instructions given in the table below.

INSTRUCTIONS: If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (approval or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, it should state the dissention opinion to be noted down in the minutes of the general assembly meeting.

Agenda Topics (*) Approval Rejection Dissention
1. Opening and formation of the Meeting Presidency
2. Granting authority to the Meeting Presidency to sign the minutes of General
Assembly Meeting on behalf of the shareholders
3. Reading, negotiation and approval of the Annual Report of the Board of
Directors for 2023
4. Reading of the Independent Auditing Firm Reports for 2023
5. Reading, negotiation and approval of the Financial Statements for 2023
6. Release of the Board of Directors Members and the Auditor separately for
their activities in 2023
7. Determination of the number of the Board of Directors members, election
of the Board of Directors members and determination of their term of office
8. Providing information as to remuneration policy for the Board of Directors
members and Senior Executives which is put in writing as per the
regulations of Capital Market Board
9. Determination of the remuneration to be provided to the Board of Directors
members
10. Assessment and approval of the Independent Auditing Firm determined by
the Board of Directors as per the Turkish Commercial Code and the Capital
Market Legislation
11. To authorize Board of Directors members to perform activities within the
scope of Article 395 – 396 of the Turkish Commercial Code
12. Providing information as to the Distribution of Profit Policy of the Company
and the following resolving on the proposal regarding profit distribution
proposed by the Board of Directors as to the distribution of profit earned in
2023
13. Providing information about the amount of any and all donation and
charities, its beneficiaries and the policy revisions performed in 2023 and
submitting the proposal of the Board of Directors regarding the ceiling
amount for the charities which may be performed in 2024 to the approval
of General Assembly
14. Providing the shareholders with information about transactions performed
with related parties in 2023 as per the regulations of Capital Market Board
15. Providing the General Assembly with information about the pledge, security
and mortgage established in favor of third parties and the income or
benefits gained by doing so as per the regulations of the Capital Market
Board
16. Providing information and submitting to the approval of the
General
Assembly of the issue that the shareholders that hold the management
domination, the Board of Directors members, senior executives and their
wives/spouses and their relatives by blood or by marriage until second
degree are able to carry out transactions that can cause a conflict of
interest between them and the company or its subsidiary and that can
compete with the company or its subsidiary, further providing the General
Assembly with the information as to the transactions conducted in this
respect in 2023
17. Wishes and requests

(*) Topics included in the agenda of general assembly meeting are listed one by one. If the minority proposes a separate draft resolution, it should also be stated separately in order for the proxy holder to vote.

  • 2. Special instructions on other issues that may raise during the general assembly meeting and regarding the use of minority rights in particular:
  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is not authorized to represent on these issues.
  • c) Proxy holder is authorized to vote in line with the special instructions stated below.

SPECIAL INSTRUCTIONS: Shareholder's special instructions to the proxy holder are stated herein, if any.

  • B. Shareholder specifies the shares he/she requests to be represented by the proxy holder by marking one of the following options.
    • 1. I am approving the representation of my shares by the proxy holder as detailed below.
      • d) Rank and Serial:*
      • e) Number / Group:**
      • f) Quantity / Nominal Value:
      • g) Whether privileged in voting or not:
      • h) Registered / Bearer:*
      • i) Ratio to total shares/voting rights held by shareholder:
      • * This information is not requested for dematerialized shares.
      • ** Group information should be provided for dematerialized shares rather than number, if applicable.
    • 2. I am approving the representation of all of my shares by the proxy holder as shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by CRA one day before the date of general assembly meeting.

SHAREHOLDER'S NAME & SURNAME or TITLE (*):

Tax Identity No: Address:

(*) Equivalent of the foregoing information must be provided for foreign proxy holders, if any.

[SIGNATURE]

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