CALL FOR GROUP A SHAREHOLDERS

EXCLUSIVE GENERAL ASSEMBLY MEETING

FROM BATIÇİM BATI ANADOLU ÇİMENTO

SANAYİİ A.Ş BOARD OF DIRECTORS

Group A shareholders are called for exclusive meeting at the headquarters of the company at Ankara Caddesi No.335 Bornova-İZMİR, 19.04.2022 at 15.00 on Tuesday,

The Shareholders Schedule to be provided from the Central Registry Agency for the Ordinary General Assembly Meeting to be held on 19.04.2022 is also valid for this exclusive meeting.

While our dear shareholders attend the General Assembly Meeting physically or electronically at their own disposal, it is recommended that our shareholders attend the meeting electronically within the scope of Covid-19 process measures.

It is submitted to the information of Dear Group A Shareholders.

CALL FOR ORDINARY GENERAL ASSEMBLY

MEETING GROUP A SHAREHOLDERS

EXCLUSİVE GENERAL ASSEMBLY MEETING

AGENDA

  1. Opening; Authorization to sign by the Presidential Board of the Formation of the Presidential Board and the General Assembly Meeting Minutes,
  2. A discussion and decision on amending Article 6 of the Company's Articles of Association.

BATICIM BATI ANADOLU CIMENTO SANAYII A.S. AMENDMENT TEXT OF ARTICLES OF ASSOCIATION

OLD FORM:

COMPANY'S CAPITAL

Article: -6-

The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law no. 6362 and has adopted this system with the decision of the Capital MarketBoard dated 22.09.1994 and numbered 946.

The registered capital of the Company is 400.000.000 (four hundred million) Turkish Liras and this capital amount is divided into 40.000.000.000 (fourty billion) shares each with a nominal value of 1 (one) Kurus.

The permission of the registered capital ceiling granted by the Capital Market Board is valid for the years 2017-2021 (5 years). Even if the registered capital ceiling has not been reached at the end of 2021, the Board of Directors must obtain authorization from the general assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Market Board for a ceiling or a new ceiling amount in order for the Board of Directors to make a capital increase decision after 2021. If the authorization is not obtained, the capital increase cannot be made with the decision of Board of Directors.

The issued capital of the company is 180.000.000 (one hundred and eighty million) Turkish Liras, which is fully paid without simulation, divided into 18.000.000.000 (eighteen billion) shares each with a nominal value of 1 (one) Kurus.

The capital of the company may be increased or decreased in accordance with the provisions of Turkish Trade Code and Capital Market Legislation.

For this capital, 48.000 (forty-eight thousand) Turkish Lira each of 4.800.000 (four million eight hundred thousand) Group A bearer shares with a nominal value of 1 Kurus and 179.952.000 (one hundred seventy nine million nine hundred and fifty two thousand) Turkish Lira each with a nominal value of 1 Kurus, a total of 17.995.200.000 (seventeen billion nine hundred ninety five million two hundred thousand) bearer shares, of which 18.000.000.000 (eighteen billion) Group B bearer shares were issued and distributed to the shareholders in proportion to their shares.

The Board of Directors is authorized to increase the issued capital by issuing bearer shares up to the registered capital ceiling when deemed necessary in accordance with the provisions of the capital market law between 2017-2021, to issue new shares above the nominal value, to partially or completely restrict the shareholders' right to buy new shares and to

NEW FORM:

COMPANY'S CAPITAL

Article: -6-

The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law no. 6362 and has adopted this system with the decision of the Capital Market Board dated 22.09.1994 and numbered 946.

The registered capital of the Company is 800.000.000 (eight hundred million) Turkish Liras and this capital amount is divided into 80.000.000.000 (eighty billion) shares each with a nominal value of 1 (one) Kurus.

The permission of the registered capital ceiling granted by the Capital Market Board is valid for the years 2022- 2026 (5 years). Even if the registered capital ceiling has not been reached at the end of 2026, the Board of Directors must obtain authorization from the general assembly for a new period, not exceeding 5 years, by obtaining permission from the Capital Market Board for a ceiling or a new ceiling amount in order for the Board of Directors to make a capital increase decision after 2026. If the authorization is not obtained, the capital increase cannot be made with the decision of Board of Directors.

The issued capital of the company is 180.000.000 (one hundred and eighty million) Turkish Liras, which is fully paid without simulation, divided into 18.000.000.000 (eighteen billion) shares each with a nominal value of 1 (one) Kurus.

The capital of the company may be increased or decreased in accordance with the provisions of Turkish Trade Code and Capital Market Legislation.

For this capital, 48.000 (forty-eight thousand) Turkish Lira each of 4.800.000 (four million eight hundred thousand) Group A bearer shares with a nominal value of 1 Kurus and 179.952.000 (one hundred seventy nine million nine hundred and fifty two thousand) Turkish Lira each with a nominal value of 1 Kurus, a total of 17.995.200.000 (seventeen billion nine hundred ninety five million two hundred thousand) bearer shares, of which 18.000.000.000 (eighteen billion) Group B bearer shares were issued and distributed to the shareholders in proportion to their shares.

The Board of Directors is authorized to increase the issued capital by issuing bearer shares up to the registered capital ceiling when deemed necessary in accordance with the provisions of the capital market law between 2022-2026, to issue new shares above the nominal value, to partially or completely restrict the shareholders' right to buy new shares and to

make decisions in these matters. New share receiving authorization cannot be used in a way causing disparity among the share holders.

New shares cannot be issued unless all of the issued shares are sold and their amounts are collected.

The nominal value of the shares is 500 (five hundred) TL, and in accordance with the Law Amending the Turkish Commercial Code numbered 5274, 1 (one) New Kurus, and then the New Turkish Lira and New Kurus with the Decision of the Council of Ministers dated 4 April 2007 and numbered 2007/11963 have been changed to 1 (one) Kurus due to the abolition of "New" phrase on 1 January 2009. As a result of this change, the total number of shares has decreased and a share with a nominal value of 1 (one) (New) Kurus has been given for 20 (twenty) shares of 500 (five hundred) TL. The rights of the shareholders arising from the shares they have in relation to the said change are reserved.

The terms "Turkish Lira" in this Articles of Association are amended in accordance with the decision of the Council of Ministers mentioned above.

The shares representing the capital shall be monitored within the framework of dematerialization principles.

make decisions in these matters. New share receiving authorization cannot be used in a way causing disparity among the share holders.

New shares cannot be issued unless all of the issued shares are sold and their amounts are collected.

The nominal value of the shares is 500 (five hundred) TL, and in accordance with the Law Amending the Turkish Commercial Code numbered 5274, 1 (one) New Kurus, and then the New Turkish Lira and New Kurus with the Decision of the Council of Ministers dated 4 April 2007 and numbered 2007/11963 have been changed to 1 (one) Kurus due to the abolition of "New" phrase on 1 January 2009. As a result of this change, the total number of shares has decreased and a share with a nominal value of 1 (one) (New) Kurus has been given for 20 (twenty) shares of 500 (five hundred) TL. The rights of the shareholders arising from the shares they have in relation to the said change are reserved.

The terms "Turkish Lira" in this Articles of Association are amended in accordance with the decision of the Council of Ministers mentioned above.

The shares representing the capital shall be monitored within the framework of dematerialization principles.

POWER OF ATTORNEY

BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş.

I depute

...................................................... who is introduced in detail below to represent me, vote, propose and sign

necessary documents with regard to the remarks I made below in the Ordinary General Meeting of Batıçim Batı Anadolu Çimento Sanayii A.Ş on 19/04/2022 Tuesday at 13:00 and Group A shareholders meeting of Batıçim Batı Anadolu Çimento Sanayii A.Ş on 19/04/2022 Tuesday at 15:00 at Ankara Cad No: 335 Bornova- İZMİR.

Name and Commercial Title:

TR Identity No / Tax No, Trade Registry and Number and MERSİS number:

  1. It is compulsory to submit the equivalents (if any) of the aforementioned information for foreign representatives.
  1. SCOPE OF REPRESENTATION AUTHORIZATION

1.Related to the Issues on the Agenda of the General Assembly;

  1. The attorney is authorized to vote in compliance with his own opinion.
  2. The proxy is authorized to vote in compliance with the suggestions of the partnership management.
  3. The attorney is authorized to vote in line with the instructions specified in the table below.

Agenda Items (*)

Admission Rejection Opposition Comment

1.

2.

3.

  1. The items on the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also mentioned in order to ensure voting by proxy.

2.Particular instructions regarding other issues that may arise at the General Assembly meeting and especially the exercise of minority rights:

  1. The attorney is authorized to vote in compliance with his own opinion.
  2. The proxy is not authorized to represent on these issues.
  3. The attorney is authorized to vote in compliance with the special instructions below.
  1. The shareholder specifies the shares he wants the representative to represent by choosing one of the options given below.

1. I kindly approve the representation of my shares, the details of which are given below, by the proxy. a) Array and series: * …………………………………………………………………………………………………………………...................

b) Number / Group: ** ………………………………………………………………………………………………………………....................

c) Number-Nominal Value: …………………………………………………………………………………………………………...................

ç) Whether there is a privilege in the vote: …………………………………………………………………………………………..........

  1. Bearer-Namais written: * ……………………………………………………………………………………………………………............
  2. Ratio of shareholder to total shares / voting rights: ……………………………………………………………………..

* This information is not required for the shares monitored on record.

  • Information related to the group, if any, will be added instead of the number for the shares monitored from the record.

2. I approve the representation of all of my shares in the list related to the shareholders who can attend the General Assembly prepared by MKK one day before the General Assembly day by the proxy.

NAME SURNAME or TITLE OF THE SHAREHOLDER (*): …………………………………………………………………………………………

TR Identity No / Tax No, Trade Registry and Number and MERSİS number: ………………………………………

Address:.....................................................................................................................................

  1. It is compulsory to submit the equivalents (if any) of the aforementioned information for foreign shareholders
    SIGNATURE

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Batiçim Bati Anadolu Çimento Sanayii AS published this content on 18 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 May 2023 13:58:02 UTC.