Activity Report 30.09.2020

BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY - 30 SEPTEMBER 2021

OYAK ÇİMENTO FABRİKALARI A.Ş.

INTERIM BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

A-	GENERAL INFORMATION
1. Reporting Period
01/01/2021 - 30/09/2021
2.
- Commercial Name	:	OYAK Çimento Fabrikaları A.Ş.
	Trade Registration
- Number		:	445644 (Mersis No: 0612005096100011)
	Headquarters contact
-	information		:
					Çukurambar Mah. 1480. Sok. No:2 A/56
		Address		:	Çankaya/ANKARA
		Phone		: 0(312) 220 02 90
		Fax		: 0(312) 220 02 91
-	Website address	:	www.oyakcimento.com
3. Shareholding Structure and Capital Distribution, Organization
	Registered Capital Ceiling
	(TRY)		:	1.500.000.000 TRY
	Paid-in capital (TRY)	:	1.159.793.441 TRY
						Nominal Value		Share of Capital
		Shareholders			(TRY)			(%)
		OYAK Çimento A.Ş.			849.507.226,71			73,25
		Other				310.286.214,29			26,75
		Grand Total			1.159.793.441,00			100,00
4. Organizational Structure of the Company
					OYAK ÇİMENTO FABRİKALARI A.Ş.
						GENERAL MANAGER
INDUSTRIAL ACTIVITIES	SALES AND MARKETING			FINANCIAL AFFAIRS	SUPPLY CHAIN	HUMAN RESOURCES
	VICE CHAIRMAN	VICE CHAIRMAN			VICE CHAIRMAN	VICE CHAIRMAN	VICE CHAIRMAN

5. Explanations on privileged shares and voting rights of shares

There are no privileged shares in the Company.

6. Information about the Board of Directors, executive officers and number of personnel

Board members are assigned in accordance with the provisions of the Articles of Association of our Company per the Turkish Commercial Code and related regulations. Changes during the period are made by the Board of Directors' decision subject to approval in the next Ordinary General Assembly. The Ordinary General Assembly of the Company for the year 2020 was convened on 31/03/2021.

Board Members:

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OYAK ÇİMENTO FABRİKALARI A.Ş.

INTERIM BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

		Term
		Start
Company	Duties	Date
OYKA Kağıt Ambalaj Sanayii ve Ticaret
A.Ş.	Chairman of the Board of Directors	20/09/2016
(Person Acting on its Behalf:
Suat ÇALBIYIK)
OYAK Pazarlama Hizmet ve Turizm A.Ş.
(Person Acting on its Behalf:	Vice Chairman of the Board of	10/06/2021
Mehmet OKKAN)	Directors
ATAER Holding A.Ş.
(Person Acting on its Behalf:	Board Member	10/06/2021
Muammer ATİLA)
OYTAŞ İç ve Dış Ticaret A.Ş.
(Person Acting on its Behalf:	Board Member	10/06/2021
Ramazan PATIR)
OYAK Denizcilik ve Liman İşletmeleri A.Ş.
(Person Acting on its Behalf:	Board Member	05/08/2019
İhsan Kağan BAYRAKTAR)
OMSAN Lojistik A.Ş.
(Person Acting on its Behalf:	Board Member	19/03/2020
Adalet TUNÇER)
	Independent Board Member
Kazım YETİŞ	(Chairman of the Audit Committee,	19/03/2020
	Member of the Early Risk Detection
	Committee)
	Independent Board Member
Sezai Afif ENSARİ	(Chairman of the Early Risk	19/03/2020
	Detection Committee, Member of the
	Corporate Governance Committee)
	Independent Board Member
Abdurrahman ÇELİKER	Chairman of the Corporate	19/03/2020
	Governance Committee,
	Member of the Audit Committee

Changes Made to the Board of Directors During the Period

The Independent Board Members have been assigned in the General Assembly meeting on 31/03/2021 until the next ordinary general assembly meeting, the Board Members other than the Independent Board Members have been assigned in the general assembly meeting on 19/03/2020 until the Ordinary General Assembly meeting regarding the activities in 2022.

In the Board Meeting dated 31/03/2021;

• Mr. Volkan ÜNLÜEL has been appointed as the real person acting on behalf of OYAK
  Pazarlama Hizmet ve Turizm A.Ş., as of 31st of March 2021, replacing Mr. Hayati NAZİK, per the Board of Directors' decision of OYAK Pazarlama Hizmet ve Turizm A.Ş., which is a legal person that is a Board member of our Company,
• Mr. Alpaslan SİNAN has been appointed as the real person acting on behalf of ATAER Holding
  A.Ş., as of 31st of March 2021, replacing Mr. Mehmet Ali BAŞDOĞAN, per the Board of Directors' decision of ATAER Holding A.Ş., which is a legal person that is a Board member of our Company,
• Ms. Selda ÜNAL has been appointed as the real person acting on behalf of OYTAŞ İç ve Dış Ticaret A.Ş., as of 31st of March 2021, replacing Mr. Mustafa KOCAEREN, per the Board of Directors' decision of OYTAŞ İç ve Dış Ticaret A.Ş., which is a legal person that is a Board member of our Company

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OYAK ÇİMENTO FABRİKALARI A.Ş.

INTERIM BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

• OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş. has been appointed as the Chairman of the Board of Directors (Person Acting on its Behalf: Suat ÇALBIYIK),
• OYAK Denizcilik ve Liman İşletmeleri A.Ş. has been appointed as the Vice President of the Board of Directors (Person Acting on its Behalf: İhsan Kağan BAYRAKTAR),

In the Board Meeting dated 10/06/2021;

• Mr. Mehmet OKKAN has been appointed as the real person acting on behalf of OYAK
  Pazarlama Hizmet ve Turizm A.Ş., as of 10th of June 2021, replacing Mr. Volkan ÜNLÜEL, per the Board of Directors' decision of OYAK Pazarlama Hizmet ve Turizm A.Ş., which is a legal person that is a Board member of our Company,
• Mr. Muammer ATİLA has been appointed as the real person acting on behalf of ATAER Holding
  A.Ş., as of 10th of June 2021, replacing Mr. Alpaslan SİNAN, per the Board of Directors' decision of ATAER Holding A.Ş., which is a legal person that is a Board member of our Company,
• Mr. Ramazan PATIR has been appointed as the real person acting on behalf of OYTAŞ İç ve
  Dış Ticaret A.Ş., as of 10th of June 2021, replacing Ms. Selda ÜNAL, per the Board of Directors' decision OYTAŞ İç ve Dış Ticaret A.Ş., which is a legal person that is a Board member of our Company,
• OYAK Pazarlama Hizmet ve Turizm A.Ş. (Person Acting on its Behalf: Mehmet OKKAN) has been appointed as Vice President of the Board, replacing OYAK Denizcilik ve Liman İşletmeleri A.Ş. (Person Acting on its Behalf: İhsan Kağan BAYRAKTAR) that had been serving as Vice President of the Board,
• OYAK Denizcilik ve Liman İşletmeleri A.Ş. (Person Acting on its Behalf: İhsan Kağan
  BAYRAKTAR) which had been serving as Vice President of the Board has been appointed as a Board member.

Duties and Powers of the Board Members

The Chairman and Members of the Board of Directors have the duties and powers set out in the relevant articles of the Turkish Commercial Code and the Articles of Association of the Company.

Numbers of Board Meetings Convened throughout the Year and Attendance by the Board Members to these Meetings

For the period 01/01/2021-30/09/2021, the Board of Directors has convened 15 times and 38 resolutions have been adopted. Board Members regularly attended these meetings.

Committee Members of the Committees of the Board of Directors, Frequency of Meetings, Working Principles, including the Activities to be Carried Out, and Evaluation of the Board of Directors on the Effectiveness of the Committees

In 2021, the Audit Committee has convened 3 time, the Corporate Governance Committee has convened 4 times, and the Early Risk Detection Committee has convened 4 time. Board Members regularly attended these meetings. Working guidelines for committees are available on www.oyakcimento.com.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

INTERIM BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

The Company's Board of Directors has established the Audit Committee, the Corporate Governance Committee and the Early Risk Detection Committee in order to properly fulfill its duties and responsibilities and comply with Corporate Governance Principles, and has published the principles of the functioning of the Committees on the website. The Audit Committee and the Corporate Governance Committee of the Board of Directors meet every 3 months, and the Early Risk Detection Committee meets every 2 months and informs the board of directors in accordance with the purposes specified in the operating principles. Under the framework of the Corporate Governance Communiqué of the Capital Markets Board, the authority, duty and responsibility for the fulfillment of the tasks stipulated for the Nomination Committee and the Remuneration Committee are also assigned to the Corporate Governance Committee. No external consulting service has been procured by the committees throughout the year.

	Committee	Duties	Name and Surname	Title	Meeting
	Frequency
		Chairman	Kazım YETİŞ	Independent Member	Once every
		3 month
	Supervision
		Abdurrahman		period, at
	Committee	Member	Independent Member
	least four
		ÇELİKER
				times a year.
		Chairman	Abdurrahman	Independent Member	Once every
	Corporate	ÇELİKER
			3 month
	Governance	Member	Sezai Afif ENSARİ	Independent Member	period, at
	Committee				least four
	Member	Enes Ensari VARDAR	Investor Relations
		times a year.
		Manager
		Chairman	Sezai Afif ENSARİ	Independent Member	Once every
	Early Risk	2 month
	Detection				period, at
	Committee	Member	Kazım YETİŞ	Independent Member	least six
					times a year.
Executive Officers

Executive Officers	Duties	Term Start
		Date
Ali PASTONOĞLU	OYAK Çimento Fabrikaları A.Ş.	18.08.2020
General Manager
Kadir Kaan KAHVECİ	Vice Chairman - Financial Affairs	10.06.2020
Cem ÇELİK	Vice Chairman - Sales and Marketing	10.06.2020
Sabri Levent ÖZÇENGEL	Vice Chairman - Human Resources	10.06.2020
Ozan ERİNÇKAN	Vice Chairman - Supply Chain	10.06.2020

The number of our company personnel is 2.041 people, including 1.437 that are covered by collective agreements and 604 that are not covered by collective agreements.

Changes to Executive Officers during the Period

During the period, İlker Vedat ULUĞTEKİN Vice Chairman - Industrial Activities who worked in executive level has resigned his position at our Company.

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