OYAK Çimento Fabrikalari : Çimento Fabrikaları A.Ş. - Activity Report 30.09.2022

BOARD OF DIRECTORS' REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

01 JANUARY - 30 SEPTEMBER 2022

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
01/01/2022 - 30/09/2022
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.

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.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

Members of the Board of Directors as of 30/09/2022:

		Date of
		Commencement
Company	Duties	of the
		Representative
		/Real Person
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	Vice Chairman of the Board of Directors	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.
(Person Acting on its Behalf:	Board Member	19/03/2020
Adalet TUNÇER)
OYAK Denizcilik ve Liman
İşletmeleri A.Ş. (Person	Board Member	10/12/2021
Acting on its Behalf:
Arda Kaan ALPMAN)
	Independent Board Member
Kazım YETİŞ	(Chairman of the Audit Committee, Member of the Early	19/03/2020
	Risk Detection Committee)
	Independent Board Member
Sezai Afif ENSARİ	(Chairman of the Early Risk Detection Committee,	19/03/2020
	Member of the Corporate Governance Committee)
	Independent Board Member
Abdurrahman ÇELİKER	Chairman of the Corporate Governance Committee,	19/03/2020
	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.

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 01/01/2022-30/09/2022, the Board of Directors has convened 19 times and 48 resolutions have been adopted. Board Members regularly attended these meetings.

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OYAK ÇİMENTO FABRİKALARI A.Ş.

BOARD OF DIRECTORS' INTERIM ACTIVITY REPORT

PREPARED IN ACCORDANCE WITH COMMUNIQUE NO. II-14.1

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 2022, the Audit Committee has convened 4 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.

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.

At our company's Board of Directors meeting dated 31/03/2022, due to the resignation of Mr. Enes Ensari VARDAR, who has been working as Investor Relations Manager , It was decided to appoint Financial Affairs Manager - General Accounting Burak KÖROĞLU and to act as Investor Relations Manager.

Committee	Duties	Name and Surname	Title	Meeting
Frequency
	Chairman	Kazım YETİŞ	Independent Member	Once every 3
Supervision	month period,
Committee	Member	Abdurrahman	Independent Member	at least four
	ÇELİKER	times a year.
	Chairman	Abdurrahman	Independent Member	Once every 3
Corporate	ÇELİKER
			month period,
Governance	Member	Sezai Afif ENSARİ	Independent Member
at least four
Committee
Member	Burak KÖROĞLU	Investor Relations	times a year.
	Manager
Early Risk	Chairman	Sezai Afif ENSARİ	Independent Member	Once every 2
month period,
Detection
			at least six
Committee	Member	Kazım YETİŞ	Independent Member
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
Ali PASTONOĞLU	OYAK Çimento Fabrikaları A.Ş. General Manager	18.08.2020
Murat İdris SELA	Vice Chairman - Industrial Activities	06.08.2022
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 2.129 people, including 1.511 that are covered by collective agreements and 618 that are not covered by collective agreements.

Changes to Executive Officers during the Period

As of 06.08.2022, Mr. Murat İdris SELA has been appointed to the Vice Chairman - Industrial Activities of our company.

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 30/03/2022 regarding the activities of the Company for 2021, board members were granted permission for 2022 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 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.

Amount of provision for severance pay allocated at the end of the period in accordance with Communiqué No. II-14.1 of the CMB is TRY 190.859.416.

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