OYAK Çimento Fabrikalari : Çimento Fabrikaları A.Ş. - Activity Report 31.03.2023

BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY - 31 MARCH 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 - 31/03/2023

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%.

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 31/03/2023:

		Date of
		Commencement
Company	Duties	of the
Representative
		/Real Person
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	10/06/2021
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.
(Person Acting on its Behalf:	Board Member	07/02/2023
Gökhan GÜZEL)
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

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.

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.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

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

For the period 01/01/2023-31/03/2023, the Board of Directors has convened 6 times and 17 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 2 time, the Corporate Governance Committee has convened 1 times, and the Early Risk Detection Committee has convened 1 time. 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.

Committee	Duties	Name and Surname	Title	Meeting
Frequency
	Chairman	Kazım YETİŞ	Independent Member	Once every
	3 month
Supervision
			period, at
Committee	Member	Abdurrahman ÇELİKER	Independent Member
least four
				times a year.
	Chairman	Abdurrahman ÇELİKER	Independent Member	Once every
Corporate				3 month
Governance	Member	Sezai Afif ENSARİ	Independent Member	period, at
Committee				least four
	Member	Burak KÖROĞLU	Investor Relations Manager	times a year.
	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.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

Executive Officers

Executive Officers	Duties	Term Start
		Date
Murat İdris SELA	Vice Chairman - Industrial Activities	06.08.2022
Cem ÇELİK	Vice Chairman - Sales and Marketing	10.06.2020
Ozan ERİNÇKAN	Vice Chairman - Supply Chain	10.06.2020

The number of our company personnel is 2117 people, including 1530 that are covered by collective agreements and 627 that are not covered by collective agreements.

Changes to Executive Officers during the Period

Our Company's General Manager, Mr. Ali PASTONOĞLU, Vice President - Financial Affairs, Mr. Kadir Kaan KAHVECI and Vice President - Human Resources, Mr. Sabri Levent ÖZÇENGEL, left our company as of 07.04.2023.

7. Actions of Board Members with the company on behalf of themselves or someone else, as well as activities falling under non-competition

In the Ordinary General Assembly meeting held on 30/03/2023 regarding the activities of the Company for 2022, board members were granted permission for 2023 to carry out transactions within the framework of the relevant articles of the TCC. In this context, no transaction has occurred.

8. Employee and Worker Movements and Collective Agreement Practices and Rights and Benefits Provided to Employees and Workers

Personnel working in the Company, whether covered by collective agreements or not, work in accordance with the Social Insurance and General Health Insurance Law No. 5510, in terms of social security, and the Labor Law No. 4857 in terms of labor law.

The personnel's (not covered by collective agreements) personal rights are managed in accordance with the employment contracts signed by the Company and the employee, and the personnel's (covered by collective agreements) personal rights are managed in accordance with the provisions of the collective labor agreement. The workers that have collective agreements are affiliated with the Turkish Çimse-İş union.

The new term Group Collective Labor Agreement negotiations, which started on December 22, 2021, between the Cement Industry Employers' Association (ÇEİS) and the Turkish Çimse- Work Union have concluded with an agreement as of January 28, 2022. According to the group collective labor agreement signed between 01/01/2022 - 31/12/2023, the net salary per hour received on 31/12/2021 of the workers who worked at the workplace on 01/01/2022 in the 1st year of the agreement and whose employment contract was continued on the date of the signing of the collective labor agreement, were paid as 01/01/2022 effective from the date of the contract, there will be a 43 percent increase in the net salary per hour. Workers who worked at the workplace on 01/01/2023 in the 2nd year of the contract and whose employment contract continues on 31/12/2022 will increase by CPI + 2 percent 66,27% increase was made.

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