Baticim Bati Anadolu Cimento Sanayii A.s.BIST: BTCIM

2024 Group A Shareholders Extraordinary General Assembly Meeting Agenda

· Issued by Baticim Bati Anadolu Cimento Sanayii A.s.

1

CALL FOR A GROUP SHAREHOLDERS' SPECIAL

GENERAL ASSEMBLY MEETING

FROM

BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş. BOARD OF DIRECTORS

The General Assembly Meeting of Group A shareholders will be held on Thursday, 31.10.2024 at 14.30 at the Company headquarters located at Ankara Caddesi No.335 Bornova-İZMİR for the discussion and resolution of the following agenda items.

The Shareholders' Schedule to be provided by the Central Registry Agency for the Extraordinary General Assembly Meeting to be held on Thursday, 31.10.2024 at 15.30 is also valid for this special meeting.

It is submitted for the information of the esteemed Group A shareholders.

BATIÇİM BATI ANADOLU ÇİMENTO SANAYIİ A.Ş.

AGENDA FOR THE SPECIAL GENERAL

ASSEMBLY MEETING OF GROUP A

SHAREHOLDERS

  1. Opening; formation of the Presidium and authorization of the Presidium to sign the minutes of the General Assembly Meeting,
  2. Submitting the independent board member candidate Enis Turan Erdoğan, who was elected for the vacant board membership pursuant to Article 363 of the Turkish Commercial Code, for the approval of the Special General Assembly of Group A Shareholders, provided that the Capital Markets Board has not expressed a negative opinion, for the approval of the General Assembly; and
  3. Amendment of Article 15 (General Assembly of Shareholders) of the Company's Articles of Association.

2

BATIÇİM BATI ANADOLU ÇİMENTO SANAYIİ A.Ş.

AMENDMENT TO ARTICLES OF

ASSOCIATION

OLD FORM

ARTICLE 15 - GENERAL ASSEMBLY OF SHAREHOLDERS

DIRECTORS

The General Assembly of Shareholders convenes either ordinarily or extraordinarily. The Ordinary General Assembly meeting shall be held every year within the legal period starting from the end of the accounting year. The General Assembly must convene at least once a year. In this meeting, the matters required pursuant to the capital markets legislation and the matters on the agenda to be prepared pursuant to Article 409 of the Turkish Commercial Code shall be discussed and the necessary decisions shall be reached.

The Extraordinary General Assembly shall convene in accordance with the provisions of the law and these Articles of Association in cases and times required by the Company's business or in the event of the emergence of the reasons specified in Article 410 and the following articles of the Turkish Commercial Code, and the necessary decisions shall be taken. The meetings are chaired by the Chairman of the Board of Directors. In case of his/her excuse, the deputy chairman shall preside, and in his/her excuse, the chairman shall be elected by the General Assembly.

Electronic participation in the general assembly meeting:

Right holders who have the right to attend the general assembly meetings of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically, the Company may establish an electronic general assembly system that will enable the right holders to participate in the general assembly meetings electronically, to express their opinions, to make suggestions and to vote, or may purchase services from systems established for this purpose. In all general assembly meetings to be held, it is ensured that the right holders and their representatives can exercise their rights specified in the provisions of the said Regulation through the system established pursuant to this provision of the Articles of Association.

NEW FORM

ARTICLE 15 - GENERAL ASSEMBLY OF SHAREHOLDERS

DIRECTORS

The General Assembly of Shareholders convenes either ordinarily or extraordinarily. The Ordinary General Assembly meeting shall be held every year within the legal period starting from the end of the accounting year. The General Assembly must convene at least once a year. In this meeting, the matters required pursuant to the capital markets legislation and the matters on the agenda to be prepared pursuant to Article 409 of the Turkish Commercial Code shall be discussed and the necessary decisions shall be reached.

The Extraordinary General Assembly shall convene in accordance with the provisions of the law and these Articles of Association in cases and times required by the Company's business or in the event of the emergence of the reasons specified in Article 410 and the following articles of the Turkish Commercial Code, and the necessary decisions shall be taken. Meetings are chaired by one of the executive members of the Board of Directors. In case of their excuse, the chairman shall be elected by the General Assembly.

Electronic participation in the general assembly meeting:

Right holders who have the right to attend the general assembly meetings of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. Pursuant to the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically, the Company may establish an electronic general assembly system that will enable the right holders to participate in the general assembly meetings electronically, to express their opinions, to make suggestions and to vote, or may purchase services from systems established for this purpose. In all general assembly meetings to be held, it is ensured that the right holders and their representatives can exercise their rights specified in the provisions of the said Regulation through the system established pursuant to this provision of the Articles of Association.

3

POWER OF ATTORNEY

BATIÇİM BATI ANADOLU ÇİMENTO SANAYİİ A.Ş.

Batıçim Batı Anadolu Çimento Sanayii A.Ş. will hold an Extraordinary General Assembly Meeting on Thursday, 31.10.2024 at 15.30. at Ankara Cad., and Group A Shareholders Special General Assembly Meeting to be held on Thursday, 31.10.2024 at 14.30 at Ankara Cad. No:335 Bornova-İZMİR, in order to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below, I hereby appoint as my proxy, who is introduced in detail.

Name/Surname/Title of Trade:

TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:

  1. For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.
  1. SCOPE OF REPRESENTATION AUTHORIZATION

1. About the Matters on the Agenda of the General Assembly;

  1. The proxy is authorized to vote in accordance with his/her own opinion.
  2. The proxy is authorized to vote in line with the recommendations of the partnership management.
  3. The proxy is authorized to vote in accordance with the instructions specified in the table below.

Agenda Items (*)

Acceptance Rejection Dissenting Opinion

1.

2.

3.

  1. The items on the agenda of the General Assembly shall be listed one by one. If the minority has a separate draft resolution, this is also indicated separately to ensure proxy voting.

2. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

  1. The proxy is authorized to vote in accordance with his/her own opinion.
  2. The proxy is not authorized to represent in these matters.
  3. The proxy is authorized to vote in accordance with the following special instructions.
  1. The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.

1. I hereby approve the representation of my shares detailed below by proxy.

  1. Order and series:*.....................................................................................................
  2. Number/Group:**..................................................................................................
  3. Number-Nominalvalue:................................................................................................
  4. Whether there are voting privileges:......................................................................................
  5. Bearer-Registered:*...................................................................................
  6. Proportion of total shares/voting rights held by the shareholder:...............................................

*This information is not requested for dematerialized shares.

**For dematerialized shares, information regarding the group, if any, will be given instead of the number.

2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by MKK one day before the day of the general assembly.

FULL NAME or TITLE of SHAREHOLDER(*) :......................................................................

TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number: ………………………..

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

  1. For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
    SIGNATURE

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