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

Mar 31, 2026

OYAK

CIMENTO

ADDITIONAL DISCLOSURES WITHIN THE SCOPE OF CORPORATE GOVERNANCE PRINCIPLES

The general disclosures required pursuant to CMB Communiqué No. II-17.1 on "Corporate Governance" are presented below for your information.

a) Information on the total number of shares and voting rights reflecting the partnership structure as of the date of disclosure, the number of shares and voting rights representing each privileged share group and the nature of privileges if there are any privileged shares in the company's capital;

Shareholder Name	Share in Capital (TRY)	Share in Capital (%)	Voting Rights	Voting Rights (%)
TCC OYAK Amsterdam Holdings B.V.	3,891,795,733.59	80.05	389,179,573,359	80.05
Others	969,860,049.41	19.95	96,986,004,941	19.95
Grand Total	4,861,655,783.00	100.00	486,165,578,300	100.00

Each share carries one voting right, and there are no privileged shares in our Company's capital.

b) Information on changes in management and operations of the company and its subsidiaries that have occurred in the previous fiscal year or that are planned in future fiscal years and that will significantly affect the company's activities, and the reasons for such changes;

None.

c) Information on the grounds for dismissal and replacement if the General Assembly agenda includes the dismissal, replacement, or election of Board of Directors members; the CVs, positions held in the last ten years and reasons for departure, the nature and materiality of their relationship with the company and its related parties, whether they qualify as independent, and similar matters that may affect the company's activities if such persons are elected as Board members;

There is an agenda item regarding the election of board members. The election of Board of Directors members will be resolved by the general assembly. Pursuant to the Board of Directors' resolution dated 27.01.2026, taken in line with the report of the Corporate Governance Committee, Cem ÇAKMAK, Harun ERDENAY, Osman AKIN, Alaattin BÜYÜKKAYA, and Ziya AKBAŞ have been nominated as Independent Board Members. No negative opinion has been communicated by the Capital Markets Board regarding the Independent Board Member candidates. The CVs, declarations of independence, and positions held in the last ten years of the independent board member candidates are presented in Annex-1.

d) Shareholder requests submitted in writing to the Investor Relations Department regarding the addition of items to the agenda, and in cases where the Board of Directors does not accept the shareholders' agenda proposals, the rejected proposals and the grounds for rejection;

None.

e) In the event there is an amendment to the articles of association on the agenda, the relevant Board of Directors resolution and the old and new versions of the articles of association amendments;

None.

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OYAK

ÇIMENTO

Annex: 1

DECLARATION OF INDEPENDENCE

I hereby declare that I am a candidate to serve as an "independent member" on the Board of Directors of OYAK Çimento Fabrikaları A.Ş. (the "Company") within the scope of the criteria set forth in the applicable legislation, the articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this regard:

a) That there has been no employment relationship in a managerial position carrying significant duties and responsibilities between myself, my spouse, and my relatives by blood or marriage up to the second degree, and the Company, the partnerships in which the Company has management control or significant influence, the shareholders who hold management control of or have significant influence in the Company, and the legal entities under the management control of such shareholders; that jointly or individually we do not hold more than 5% of the capital, voting rights, or privileged shares; and that no significant commercial relationship has been established within the last five years,

b) That within the last five years, I have not been a partner (5% or more), worked in a managerial position carrying significant duties and responsibilities, or served as a board member at companies from which the Company has purchased or sold significant services or products under concluded agreements, primarily in relation to auditing (including tax audit, statutory audit, and internal audit), rating, and consultancy of the Company, during the periods in which such services or products were purchased or sold,

c) That I possess the professional education, knowledge, and experience necessary to duly fulfill the duties I will undertake as an independent board member,

d) That, provided it is in compliance with the applicable regulations, I am not employed full-time in public institutions and organizations after being elected as a member, except for positions in university academic staff,

e) That I am considered a resident in Turkey pursuant to the Income Tax Law No. 193 dated 31/12/1960,

f) That I possess strong ethical standards, professional reputation, and experience that will enable me to make positive contributions to the Company's activities, to maintain my impartiality in conflicts of interest between the Company and its shareholders, and to make decisions freely with due regard for the rights of stakeholders,

g) That I will be able to devote sufficient time to Company affairs so as to follow the operations of the Company and to fully discharge the requirements of the duties I have undertaken,

h) That I have not served as a board member for more than six years in total on the Company's Board of Directors within the last ten years,

i) That I do not serve as an independent board member in more than three companies in which the Company or the shareholders holding management control of the Company hold management control, and in more than five publicly traded companies in total,

j) That I have not been registered and announced on behalf of a legal entity elected as a Board member.

Cem ÇAKMAK

19.01.2026

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OYAK

ÇIMENTO

CURRICULUM VITAE (INDEPENDENT MEMBER)

Full Name : Cem ÇAKMAK

Date of Birth : 1979

Education:

Level	Institution	Graduation Year
Bachelor's	Anadolu University – Business Administration	2005

Foreign Languages Known: English

Positions Held in the Last 10 Years:

Work Experience	Start and End Date	Reason for Leaving
OYAK Çimento Fabrikaları A.Ş. – Independent Board Member	2025 – Present	-
MAK YMM A.Ş.	2021 – Present	-
Certified Public Accountant (Sworn-in)	2020 – Present	-
Certified Public Accountant (SMMM)	2007 – 2020	Transition to Sworn-in CPA

No relationship with the Company or its related parties.

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OYAK
ÇIMENTO

DECLARATION OF INDEPENDENCE

I hereby declare that I am a candidate to serve as an "independent member" on the Board of Directors of OYAK Çimento Fabrikaları A.Ş. (the "Company") within the scope of the criteria set forth in the applicable legislation, the articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this regard:

a) That there has been no employment relationship in a managerial position carrying significant duties and responsibilities between myself, my spouse, and my relatives by blood or marriage up to the second degree, and the Company, the partnerships in which the Company has management control or significant influence, the shareholders who hold management control or have significant influence in the Company, and the legal entities under the management control of such shareholders; that jointly or individually we do not hold more than 5% of the capital, voting rights, or privileged shares; and that no significant commercial relationship has been established within the last five years,

b) That within the last five years, I have not been a partner (5% or more), worked in a managerial position carrying significant duties and responsibilities, or served as a board member at companies from which the Company has purchased or sold significant services or products under concluded agreements, primarily in relation to auditing (including tax audit, statutory audit, and internal audit), rating, and consultancy of the Company, during the periods in which such services or products were purchased or sold,

c) That I possess the professional education, knowledge, and experience necessary to duly fulfill the duties I will undertake as an independent board member,

d) That, provided it is in compliance with the applicable regulations, I am not employed full-time in public institutions and organizations after being elected as a member, except for positions in university academic staff,

e) That I am considered a resident in Turkey pursuant to the Income Tax Law No. 193 dated 31/12/1960,

f) That I possess strong ethical standards, professional reputation, and experience that will enable me to make positive contributions to the Company's activities, to maintain my impartiality in conflicts of interest between the Company and its shareholders, and to make decisions freely with due regard for the rights of stakeholders,

g) That I will be able to devote sufficient time to Company affairs so as to follow the operations of the Company and to fully discharge the requirements of the duties I have undertaken,

h) That I have not served as a board member for more than six years in total on the Company's Board of Directors within the last ten years,

i) That I do not serve as an independent board member in more than three companies in which the Company or the shareholders holding management control of the Company hold management control, and in more than five publicly traded companies in total,

j) That I have not been registered and announced on behalf of a legal entity elected as a Board member.

Harun ERDENAY
19.01.2026

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OYAK

CIMENTO

CURRICULUM VITAE (INDEPENDENT MEMBER)

Full Name : Harun ERDENAY

Date of Birth : 1968

Education:

Level	Institution	Graduation Year
High School	Private Marmara College	1985

Foreign Languages Known: English

Positions Held in the Last 10 Years:

Work Experience	Start and End Date	Reason for Leaving
Turkey Basketball Federation – Deputy President	2024 – Present	-
Istanbul Topkapı University – Board of Trustees Member	2020 – Present	-
ITU Sports Club President and ITU Development Foundation Board of Trustees Member	2018 – 2024	-
Turkey Basketball Federation – President	2015 – 2016	-
Anadolu Insurance Agency	2005 – 2015	-

No relationship with the Company or its related parties.

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OYAK CIMENTO

DECLARATION OF INDEPENDENCE

I hereby declare that I am a candidate to serve as an "independent member" on the Board of Directors of OYAK Çimento Fabrikaları A.Ş. (the "Company") within the scope of the criteria set forth in the applicable legislation, the articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this regard:

a) That there has been no employment relationship in a managerial position carrying significant duties and responsibilities between myself, my spouse, and my relatives by blood or marriage up to the second degree, and the Company, the partnerships in which the Company has management control or significant influence, the shareholders who hold management control or have significant influence in the Company, and the legal entities under the management control of such shareholders; that jointly or individually we do not hold more than 5% of the capital, voting rights, or privileged shares; and that no significant commercial relationship has been established within the last five years,

b) That within the last five years, I have not been a partner (5% or more), worked in a managerial position carrying significant duties and responsibilities, or served as a board member at companies from which the Company has purchased or sold significant services or products under concluded agreements, primarily in relation to auditing (including tax audit, statutory audit, and internal audit), rating, and consultancy of the Company, during the periods in which such services or products were purchased or sold,

c) That I possess the professional education, knowledge, and experience necessary to duly fulfill the duties I will undertake as an independent board member,

d) That, provided it is in compliance with the applicable regulations, I am not employed full-time in public institutions and organizations after being elected as a member, except for positions in university academic staff,

e) That I am considered a resident in Turkey pursuant to the Income Tax Law No. 193 dated 31/12/1960,

f) That I possess strong ethical standards, professional reputation, and experience that will enable me to make positive contributions to the Company's activities, to maintain my impartiality in conflicts of interest between the Company and its shareholders, and to make decisions freely with due regard for the rights of stakeholders,

g) That I will be able to devote sufficient time to Company affairs so as to follow the operations of the Company and to fully discharge the requirements of the duties I have undertaken,

h) That I have not served as a board member for more than six years in total on the Company's Board of Directors within the last ten years,

i) That I do not serve as an independent board member in more than three companies in which the Company or the shareholders holding management control of the Company hold management control, and in more than five publicly traded companies in total,

j) That I have not been registered and announced on behalf of a legal entity elected as a Board member.

Alaattin BÜYÜKKAYA

19.01.2026

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OYAK

ÇIMENTO

CURRICULUM VITAE (INDEPENDENT MEMBER)

Full Name : Alaattin BÜYÜKKAYA

Date of Birth : 1950

Education:

Level	Institution	Graduation Year
Bachelor's	Istanbul University Faculty of Economics – Political Science and Finance	1973
PhD	Istanbul University Faculty of Economics – Economics and Insurance	1975

Foreign Languages Known: English, French, German

Positions Held in the Last 10 Years:

Work Experience	Start and End Date	Reason for Leaving
Büyükkaya International Insurance and Reinsurance Brokerage – Founder and Chairman of the Board	2011 – Present	-

No relationship with the Company or its related parties.

Sayfa 7 / 11

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OYAK
ÇIMENTO

DECLARATION OF INDEPENDENCE

I hereby declare that I am a candidate to serve as an "independent member" on the Board of Directors of OYAK Çimento Fabrikaları A.Ş. (the "Company") within the scope of the criteria set forth in the applicable legislation, the articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this regard:

a) That there has been no employment relationship in a managerial position carrying significant duties and responsibilities between myself, my spouse, and my relatives by blood or marriage up to the second degree, and the Company, the partnerships in which the Company has management control or significant influence, the shareholders who hold management control or have significant influence in the Company, and the legal entities under the management control of such shareholders; that jointly or individually we do not hold more than 5% of the capital, voting rights, or privileged shares; and that no significant commercial relationship has been established within the last five years,

b) That within the last five years, I have not been a partner (5% or more), worked in a managerial position carrying significant duties and responsibilities, or served as a board member at companies from which the Company has purchased or sold significant services or products under concluded agreements, primarily in relation to auditing (including tax audit, statutory audit, and internal audit), rating, and consultancy of the Company, during the periods in which such services or products were purchased or sold,

c) That I possess the professional education, knowledge, and experience necessary to duly fulfill the duties I will undertake as an independent board member,

d) That, provided it is in compliance with the applicable regulations, I am not employed full-time in public institutions and organizations after being elected as a member, except for positions in university academic staff,

e) That I am considered a resident in Turkey pursuant to the Income Tax Law No. 193 dated 31/12/1960,

f) That I possess strong ethical standards, professional reputation, and experience that will enable me to make positive contributions to the Company's activities, to maintain my impartiality in conflicts of interest between the Company and its shareholders, and to make decisions freely with due regard for the rights of stakeholders,

g) That I will be able to devote sufficient time to Company affairs so as to follow the operations of the Company and to fully discharge the requirements of the duties I have undertaken,

h) That I have not served as a board member for more than six years in total on the Company's Board of Directors within the last ten years,

i) That I do not serve as an independent board member in more than three companies in which the Company or the shareholders holding management control of the Company hold management control, and in more than five publicly traded companies in total,

j) That I have not been registered and announced on behalf of a legal entity elected as a Board member.

Ziya AKBAŞ
19.01.2026

Sayfa 8 / 11

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OYAK

ÇIMENTO

CURRICULUM VITAE (INDEPENDENT MEMBER)

Full Name : Ziya AKBAŞ
Date of Birth : 1962

Education:

Level	Institution	Graduation Year
Master's (MBA)	Piri Reis University – Business Administration	2017
Bachelor's	Erciyes University – Business Administration	1987

Foreign Languages Known: English

Positions Held in the Last 10 Years:

Work Experience	Start and End Date	Reason for Leaving
İlkem Consultancy – Director	1997 – Present	-
Naturel Yenilebilir Enerji Ticaret A.Ş. – Board Member	2020 – 2025	-
Esenboğa Elektrik Üretim A.Ş. – Board Member	2020 – 2025	-
Margün Enerji Üretim San. Tic. Ltd. Şti. – Board Member	2021 – 2025	-
Aselsan A.Ş. – Board Member	2014 – 2017	-

No relationship with the Company or its related parties.

Sayfa 9 / 11

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OYAK
ÇIMENTO

DECLARATION OF INDEPENDENCE

I hereby declare that I am a candidate to serve as an "independent member" on the Board of Directors of OYAK Çimento Fabrikaları A.Ş. (the "Company") within the scope of the criteria set forth in the applicable legislation, the articles of association, and the Corporate Governance Communiqué of the Capital Markets Board, and in this regard:

a) That there has been no employment relationship in a managerial position carrying significant duties and responsibilities between myself, my spouse, and my relatives by blood or marriage up to the second degree, and the Company, the partnerships in which the Company has management control or significant influence, the shareholders who hold management control or have significant influence in the Company, and the legal entities under the management control of such shareholders; that jointly or individually we do not hold more than 5% of the capital, voting rights, or privileged shares; and that no significant commercial relationship has been established within the last five years,

b) That within the last five years, I have not been a partner (5% or more), worked in a managerial position carrying significant duties and responsibilities, or served as a board member at companies from which the Company has purchased or sold significant services or products under concluded agreements, primarily in relation to auditing (including tax audit, statutory audit, and internal audit), rating, and consultancy of the Company, during the periods in which such services or products were purchased or sold,

c) That I possess the professional education, knowledge, and experience necessary to duly fulfill the duties I will undertake as an independent board member,

d) That, provided it is in compliance with the applicable regulations, I am not employed full-time in public institutions and organizations after being elected as a member, except for positions in university academic staff,

e) That I am considered a resident in Turkey pursuant to the Income Tax Law No. 193 dated 31/12/1960,

f) That I possess strong ethical standards, professional reputation, and experience that will enable me to make positive contributions to the Company's activities, to maintain my impartiality in conflicts of interest between the Company and its shareholders, and to make decisions freely with due regard for the rights of stakeholders,

g) That I will be able to devote sufficient time to Company affairs so as to follow the operations of the Company and to fully discharge the requirements of the duties I have undertaken,

h) That I have not served as a board member for more than six years in total on the Company's Board of Directors within the last ten years,

i) That I do not serve as an independent board member in more than three companies in which the Company or the shareholders holding management control of the Company hold management control, and in more than five publicly traded companies in total,

j) That I have not been registered and announced on behalf of a legal entity elected as a Board member.

Osman AKIN
29.01.2026

Sayfa 10 / 11

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OYAK

ÇIMENTO

CURRICULUM VITAE (INDEPENDENT MEMBER)

Full Name : Osman AKIN

Date of Birth : 1955

Education:

Level	Institution	Graduation Year
PhD	University of Paris I: Panthéon-Sorbonne	1982
Bachelor's	Istanbul University – Law	1977

Foreign Languages Known: English, French

Positions Held in the Last 10 Years:

Work Experience	Start and End Date	Reason for Leaving
Pekin & Pekin Law Firm – Partner	2010 – Present	-
BAGFAŞ Bandırma Gübre Fabrikaları A.Ş. – Board Member	2012 – 2018	-
Pekin & Pekin Law Firm – Partner	2008 – 2010	-

No relationship with the Company or its related parties.

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