OYAK ÇİMENTO FABRİKALARI A.Ş. — Proxy Solicitation & Information Statement 2026

Mar 6, 2026

FROM THE BOARD OF DIRECTORS OF OYAK ÇİMENTO FABRİKALARI A.Ş.
NOTICE OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING DATED 31.03.2026

The Ordinary General Meeting of Shareholders of our Company for the 2025 fiscal year will be held on Tuesday, March 31, 2026, at 10:00 AM at Wyndham Ankara Hotel, Yaşam Street, 4th Avenue No:4, Söğütözü/ANKARA, to discuss and resolve the items listed in the agenda below. (*)

Pursuant to Article 30 of the Capital Markets Law, the list of attendees is prepared by the Company's Board of Directors based on the list of shareholders obtained from the Central Securities Depository of Türkiye ("MKK"). Only the shareholders whose names appear on this list may attend the General Assembly. In accordance with Article 415 of the Turkish Commercial Code ("TCC"), only shareholders whose names are included in the list of attendees prepared by the Board of Directors may participate in the General Assembly meeting. In the preparation of the list of attendees, with respect to shares monitored in book-entry form, the "List of Shareholders" obtained from the Central Securities Depository as of 23:59 on the day before the general assembly meeting is taken as the basis. Shareholders whose names appear on this list may physically attend the Company's Ordinary General Assembly Meeting by presenting identification. Pursuant to paragraph 4 of Article 415 of the TCC and paragraph 1 of Article 30 of the Capital Markets Law, the right to attend and vote at the General Assembly is not conditional upon the deposit of share certificates. Accordingly, shareholders who wish to attend the General Assembly Meeting are not required to block their shares.

Shareholders who wish to attend the General Assembly electronically, either in person or through their representatives, pursuant to Article 1527 of the Turkish Commercial Code (TCC), are required to notify their preference via the Central Registry Agency (MKK) system through the Electronic General Assembly System (EGKS). In cases where a representative will attend the General Assembly on behalf of a shareholder, it is mandatory to register the representative's identity information in the EGKS. Authorization can also be carried out in this manner when the representative physically attends the meeting.

Our shareholders may attend the General Assembly either in person, electronically, or through their authorized representatives. Participation in the General Assembly electronically, appointment of a representative, submitting proposals, expressing opinions, and voting will be conducted via the Electronic General Assembly System (E-GKS) provided by the Central Registry Agency (MKK). Electronic participation in the General Assembly is possible only with the secure electronic signatures of the shareholders or their representatives. Therefore, shareholders who intend to use E-GKS must register on MKK's e-MKK Information Portal, ensure their contact information is updated, and possess a secure electronic signature. Shareholders or representatives who are not registered on the e-MKK Information Portal or do not have a secure electronic signature cannot participate in the General Assembly electronically via EGKS.

Shareholders or their representatives who wish to participate in the meeting electronically must fulfill their obligations in accordance with the "Regulation on General Assemblies to Be Held Electronically in Joint Stock Companies" published in the Official Gazette No. 28395 dated August 28, 2012, and the "Communiqué on the Electronic General Assembly System to Be Applied in General Assemblies of Joint Stock Companies" published in the Official Gazette No. 28396 dated August 29, 2012. Otherwise, they will not be able to attend the meeting. Detailed information regarding EGKS is available at www.mkk.com.tr.

Unless the provisions for electronic voting on the agenda items of the Ordinary General Assembly are applied, voting will be conducted openly by raising hands.

Shareholders who are unable to attend the meeting in person and wish to participate through a proxy must arrange their power of attorney in accordance with the sample provided below, or obtain the proxy form from our Company's headquarters or from our Company's website at www.oyakcimento.com. They must also fulfill the requirements set forth in the Capital Markets Board ("CMB") Communiqué No. II-30.1 on Proxy Voting and Proxy Solicitation and submit their notarized power of attorney or a power of attorney accompanied by a signature declaration issued before a notary public. A proxy appointed electronically through the Electronic General Assembly System (E-GKS) is not required to present a physical proxy document. Due to our legal responsibilities, powers of attorney that do not comply with the mandatory proxy template included in the Communiqué and attached hereto will not be accepted under any circumstances.

Pursuant to the Corporate Governance Principles of the Capital Markets Board (CMB) and the relevant legislation, the agenda of the General Assembly Meeting, the 2025 statement of financial position, profit and loss statement, the Board of Directors' proposal for profit distribution, the Board of Directors' Annual Report, the Independent Audit Report, the curricula vitae of the independent Board member nominees, and the TSRS-Compliant Sustainability Report containing our disclosures within the scope of the Türkiye Sustainability Reporting Standards (TSRS) published by the Public Oversight, Accounting and Auditing Standards Authority of the Republic of Türkiye (KGK) will be made available for the review of our shareholders at least three weeks prior to the General Assembly Meeting at the Company's headquarters located at Çukurambar Mah. 1480. Sok. No:2 A/56 Çankaya/ANKARA, as well as on our Company's website www.oyakcimento.com and on www.kap.org.tr

We respectfully announce this to our esteemed shareholders.

(*) Pursuant to Article 29 of the Capital Markets Law, no separate registered letters will be sent to our shareholders for the invitation to the General Assembly Meeting.

Sayfa 1 / 4

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OYAK ÇİMENTO FABRİKALARI A.Ş.
AGENDA OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING DATED 31.03.2026

1. Opening of the meeting, establishment of the Meeting Presidency, and a moment of silence,
2. Granting authority to the Meeting Presidency for the signing of the Minutes of the General Assembly Meeting and other related documents,
3. Reading and discussion of the Board of Directors' Annual Activity Report of the 2025 fiscal year,
4. Reading and discussion of the Independent Audit Report of the 2025 fiscal year,
5. Reading, discussion, and submission for approval of the Statement of Financial Position and the Profit and Loss Accounts of the 2025 fiscal year, separately,
6. Reading and discussion of the TSRS-Compliant Sustainability Report of the 2024 and 2025 fiscal years,
7. Release of the Members of the Board of Directors individually from liability for the Company's activities in the 2025 fiscal year,
8. Discussion and resolution of the Board of Directors' proposal regarding profit distribution of the 2025 fiscal year,
9. Election of Independent Board Members,
10. Determining the remuneration of the members of the Board of Directors,
11. Discussion and submission for approval of the Board of Directors' proposal regarding the selection of an independent external audit firm to audit the accounts and transactions of the 2026 fiscal year in accordance with the Turkish Commercial Code and the Capital Markets Law,
12. Discussion and submission for approval of the Board of Directors' proposal regarding the selection of an independent external audit firm for the assurance audit of the TSRS-Compliant Sustainability Reports of the years 2024, 2025, and 2026,
13. Providing information to the General Assembly regarding guarantees, pledges, mortgages, and sureties given in favor of third parties, as well as the income or benefits obtained,
14. Providing information to the General Assembly about donations and contributions made in 2025 and determining the upper limit for donations for the accounting period between 01.01.2026 and 31.12.2026,
15. Discussion and submission for approval of granting permission to the members of the Board of Directors to perform the transactions specified in Articles 395 and 396 of the Turkish Commercial Code,
16. Closing

ANNEX 1: Proxy Form

Sayfa 2 / 4

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Annex 1: Proxy Form

PROXY Form OYAK ÇIMENTO FABRİKALARI A.Ş.

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 OYAK Çimento Fabrikaları A.Ş. to be held on Tuesday, 31 March 2026 at 10:00 in the Wyndham Ankara Hotel, located at the address Yaşam Caddesi, 4. Sokak No:4 Söğütözü /ANKARA (*).

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 Articles (*)	Accept	Reject	Counter Statement
1. Opening of the meeting, establishment of the Meeting Presidency, and a moment of silence,
2. Granting authority to the Meeting Presidency for the signing of the Minutes of the General Assembly Meeting and other related documents,
3. Reading and discussion of the Board of Directors' Annual Activity Report of the 2025 fiscal year,
4. Reading and discussion of the Independent Audit Report of the 2025 fiscal year
5. Reading, discussion, and submission for approval of the Statement of Financial Position and the Profit and Loss Accounts of the 2025 fiscal year, separately
6. Reading and discussion of the TSRS-Compliant Sustainability Report of the 2024 and 2025 fiscal years,
7. Release of the Members of the Board of Directors individually from liability for the Company's activities in the 2025 fiscal year,
8. Discussion and resolution of the Board of Directors' proposal regarding profit distribution of the 2025 fiscal year,
9. Election of Independent Board Members,
10. Determining the remuneration of the members of the Board of Directors,
11. Discussion and submission for approval of the Board of Directors' proposal regarding the selection of an independent external audit firm to audit the accounts and transactions of the 2026 fiscal year in accordance with the Turkish Commercial Code and the Capital Markets Law,
12. Discussion and submission for approval of the Board of Directors' proposal regarding the selection of an independent external audit firm for the assurance audit of the TSRS-Compliant Sustainability Reports of the years 2024, 2025, and 2026,
13. Providing information to the General Assembly regarding guarantees, pledges, mortgages, and sureties given in favor of third parties, as well as the income or benefits obtained,

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14. Providing information to the General Assembly about donations and contributions made in 2025 and determining the upper limit for donations for the accounting period between 01.01.2026 and 31.12.2026,
15. Discussion and submission for approval of granting permission to the members of the Board of Directors to perform the transactions specified in Articles 395 and 396 of the Turkish Commercial Code,
16. 16. Closing

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

1. 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 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 to a proxy 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) Quantity-Nominal value:
b) Total shares owned by the shareholder/voting rights:

1. 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 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

Note: In contradiction between the Turkish and English versions of this Board of director's report, the Turkish version shall prevail.