OYAK Çimento Fabrikalari : Çimento Fabrikaları A.Ş. - Activity Report 30.06.2023

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY - 30 JUNE 2023

OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

A- GENERAL INFORMATION

1. Reporting Period

01/01/2023 - 30/06/2023

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. (*)		858.298.033,67		74
	Other		301.495.407,33		26
	Grand Total		1.159.793.441,00		100

1. OYAK Çimento A.Ş. on 22/02/2023, regarding their shares; by purchasing shares with a nominal amount of 8.790.707 TL, the share ownership rate increased to 74%. OYAK Çimento A.Ş. on 13/06/2023 OYAK Denizli Çimento A.Ş. made a name chang.

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 2022 was convened on 30/03/2023.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

Members of the Board of Directors as of the reporting period:

		Term
		Start
Company	Duties	Date (*)
OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş.
(Person Acting on its Behalf:	Chairman of the Board of Directors	20/09/2016
Suat ÇALBIYIK)
OYAK Pazarlama Hizmet ve Turizm A.Ş.
(Person Acting on its Behalf:	Vice Chairman of the Board of Directors	01/06/2023
İbrahim KOYUER)
ATAER Holding A.Ş.
(Person Acting on its Behalf:	Board Member	01/06/2023
Naci BEKTAŞ)
OYTAŞ İç ve Dış Ticaret A.Ş.
(Person Acting on its Behalf:	Board Member	01/06/2023
Muzaffer IŞIN)
OMSAN Lojistik A.Ş.
(Person Acting on its Behalf:	Board Member	03/08/2023
Vehbi BAYSAK)
OYAK Denizcilik ve Liman İşletmeleri A.Ş.
(Person Acting on its Behalf:	Board Member	10/12/2021
Arda Kaan ALPMAN)
	Independent Board Member
Kazım YETİŞ	(Chairman of the Audit Committee, Member	19/03/2020
	of the Early Risk Detection Committee)
	Independent Board Member
Sezai Afif ENSARİ	(Chairman of the Early Risk Detection	19/03/2020
	Committee, Member of the Corporate
	Governance Committee)
	Independent Board Member
Abdurrahman ÇELİKER	Chairman of the Corporate Governance	19/03/2020
	Committee, Member of the Audit Committee

( * ) The appointment dates of the real person representatives are indicated.

Changes Made to the Board of Directors During the Period

At the 2022 General Assembly meeting dated 30/03/2023, Independent Members of the Board of Directors have been assigned until the next ordinary General Assembly meeting, and other members of the Board of Directors until the Ordinary General Assembly meeting to be held for the activities of 2025.

In the task distribution made by the Board of Directors after the 2022 Ordinary General Assembly meeting dated 30/03/2023;

• OYKA Kağıt Ambalaj Sanayii ve Ticaret A.Ş. to the Chairman of the Board of Directors. (Acting on behalf of Suat ÇALBIYIK) to be elected,
• OYAK Pazarlama Servis ve Turizim A.Ş. as the Vice Chairman of the Board of Directors. (Acting on behalf of Mehmet OKKAN) to be elected, decided.

In the Board Meeting dated 01/06/2023;

-According to the decision	of our Company's Vice	Chairman of Board of
Directors member OYAK Pazarlama	Hizmet ve Turizm AŞ.	dated 01.06.2023, Mehmet

OKKAN selected as delegate of OYAK Pazarlama Hizmet ve Turizm AŞ. instead of İbrahim

KOYUER,

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OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

-According to the decision of our Company's Legal Entity Board of

Directors member ATAER Holding AŞ. dated 01.06.2023 Muammer ATİLA selected as delegate of ATAER Holding AŞ. instead of Naci BEKTAŞ,

-According to the decision of our Company's Legal Entity Board of Directors member OYTAŞ İç ve Dış Ticaret A.Ş. dated 01.06.2023 Ramazan PATIR selected as delegate of OYTAŞ İç ve Dış Ticaret A.Ş., instead of Muzaffer IŞIN.

In the Board Meeting dated 03/08/2023;

• It has been decided that Vehbi BAYSAK will be registered and announced on the trade registry as a representative of OMSAN Lojistik A.Ş in place of Gökhan GÜZEL according to the Board of Directors decision dated 03.08.2023 of our Company's legal entity Board Member OMSAN Lojistik
  A.Ş.

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 01/01/2023-30/06/2023, the Board of Directors has convened 16 times and 30 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 2023, the Audit Committee has convened three times, the Corporate Governance Committee has convened 2 times, and the Early Risk Detection Committee has convened two times. Board Members regularly attended these meetings. Working guidelines for committees are available on www.OYAKcimento.com.

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 once 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.

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