OYAK Çimento Fabrikalari : INDEPENDENT AUDITOR’S REPORT ON THE MANAGEMENT’S ANNUAL REPORT

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Maslak No1 Plaza Eski Büyükdere Caddesi Maslak Mahallesi No:1 Maslak, Sarıyer 34485 İstanbul, Türkiye

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Mersis No :0291001097600016

Ticari Sicil No: 304099

(CONVENIENCE TRANSLATION OF

INDEPENDENT AUDITOR'S REPORT ON THE MANAGEMENT'S ANNUAL REPORT

ORIGINALLY ISSUED IN TURKISH)

INDEPENDENT AUDITOR'S REPORT ON THE MANAGEMENT'S ANNUAL REPORT

To the General Assembly of

OYAK Çimento Fabrikaları Anonim Şirketi

1. Opinion

As we have audited the full set consolidated financial statements of OYAK Çimento Fabrikaları Anonim Şirketi ("the Company") and its subsidiaries ("the Group") for the period between 01/01/2022-31/12/2022, we have also audited the annual report for the same period.

In our opinion, the consolidated financial information provided in the Management's annual report and the Management's discussions on the Group's financial performance, are fairly presented in all material respects, and are consistent with the full set audited consolidated financial statements and the information obtained from our audit.

1. Basis for Opinion

We conducted our audit in accordance with the standards on auditing issued by Capital Markets Board and the Standards on Independent Auditing ("SIA") which is a part of Turkish Auditing Standards published by the Public Oversight Accounting and Auditing Standards Authority ("POA"). Our responsibility is disclosed under Responsibilities of the Independent Auditor on the Independent Audit of the Annual Report in detail. We declare that we are independent from the Group in accordance with the Code of Ethics for Independent Auditors ("Code of Ethics") issued by POA and ethical provisions stated in the regulation of audit. We have fulfilled other responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

1. Auditor's Opinion for the Full Set Consolidated Financial Statements

We have presented unqualified opinion for the Group's full set consolidated financial statements for the period between 01/01/2022-31/12/2022 in our Auditor's Report dated 7 March 2023.

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© 2023. For information, contact Deloitte Touche Tohmatsu Limited.

1. Management's Responsibility for the Annual Report

The Group's Management is responsible for the following in accordance with Article 514 and 516 of the Turkish Commercial Code No. 6102 ("TCC") and "Communiqué on Principles of Financial Reporting in Capital Markets" with No.14.1 of the Capital Markets Board ("the Communiqué"):

1. Preparing the annual report within the three months following the reporting date and presenting it to the General Assembly,
2. Preparing the annual report with the all respects of the Group's flow of operations for that year and the Group's consolidated financial performance accurately, completely, directly and fairly. In this report, the consolidated financial position is assessed in accordance with the consolidated financial statements. The Group's development and risks that the Group may probably face are also pointed out in this report. The Board of Director's evaluation on those matters are also stated in this report.
3. The annual report also includes the matters stated below:
4. • The significant events occurred in the Group's activities subsequent to the financial year ends,
   • The Group's research and development activities,
   • The compensation paid to key management personnel and members of Board of Directors including financial benefits such as salaries, bonuses and premiums, allowances, travelling, accommodation and representation expenses, in cash and kind facilities, insurances and other similar guarantees.

The Board of Directors also considers the secondary regulations prepared by the Ministry of Trade and related institutions while preparing the annual report.

1. Responsibilities of the Independent Auditor on the Independent Audit of the Annual Report

Our aim is to express an opinion and prepare a report about whether the Management's discussions and consolidated financial information in the annual report within the scope of the provisions of the TCC and the Communiqué are fairly presented and consistent with the information obtained from our audit.

We conducted our audit in accordance with the standards on auditing issued by Capital Markets Board and the SIA. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Management's discussions on the Group's financial performance, are fairly presented in all material respects, and are consistent with the full set audited consolidated financial statements and the information obtained from our audit

The engagement partner on the audit resulting in this independent auditor's report is Emrehan Demirel.

DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU LIMITED

Emrehan Demirel

Partner

Ankara, 7 March 2023

OYAK ÇİMENTO FABRİKALARI A.Ş.

ANNUAL ACTIVITY REPORT

BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY - 31 DECEMBER 2022

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OYAK ÇİMENTO FABRİKALARI A.Ş.

ANNUAL ACTIVITY REPORT

A-	GENERAL INFORMATION
1. Reporting Period
01/01/2022 - 31/12/2022
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

There was no change in the partnership and capital structure during the period. (*)OYAK Çimento A.Ş. on 22/02/2023. shareholding ratio increased to 74%.

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

There was no change in the partnership and capital structure during the period.

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 2021 was convened on 30/03/2022.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

ANNUAL ACTIVITY REPORT

Members of the Board of Directors as of 31/12/2022:

		Term	Titles out of the Company
		Start
Company	Duties	Date
OYKA Kağıt Ambalaj Sanayii			OYAK Group President - Cement
ve Ticaret A.Ş.	Chairman	20/09/2016	Concrete Paper Sector
(Person Acting on its Behalf:
Suat ÇALBIYIK)			In other OYAK Group Companies,
			he has the duties of Chairman of
			the Board of Directors / Deputy
			Chairman (as a representative).
OYAK Pazarlama Hizmet ve
Turizm A.Ş. (Person Acting	Vice Chairman	10/06/2021
on its Behalf:
Mehmet OKKAN)
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)
OMSAN Lojistik A.Ş.			Director of Sustainability and
(Person Acting on its Behalf:	Board Member	07/02/2023	Operational Excellence
Gökhan GÜZEL)
			He has duties as a Member of the
			Board of Directors (as a
			representative) in other OYAK
			Group Companies.
OYAK Denizcilik ve Liman	Board Member	10/12/2021	OYAK Treasury and Corporate
İşletmeleri A.Ş. (Person			Finance Director
Acting on its Behalf:
Arda Kaan ALPMAN)			He has duties as a Member of the
			Board of Directors (as a
			representative) in other OYAK
			Group Companies.
	Independent Board Member
Kazım YETİŞ	(Chairman of the Audit	19/03/2020	Chartered accountant
	Committee, 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	Director
	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 30/03/2022 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.

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