SANİCA ISI SANAYİ A.Ş.


Summary Info	Registration of General Assembly Resolutions
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation


General Assembly Type	Extraordinary
Decision Date	05.08.2024
General Assembly Date	03.09.2024
General Assembly Time	14:00
Record Date (Deadline For Participation In The General Assembly)	02.09.2024
Country	Turkey
City	İSTANBUL
District	BEYLİKDÜZÜ
Address	Kavaklı Mahallesi İstanbul Caddesi Sanica Blok No:10 İç Kapı No:1 - 34520 Beylikdüzü / İSTANBUL

Agenda Items

1 - Opening and formation of the Meeting Presidency.

2 - Authorizing the Meeting Presidency to sign the Meeting Minutes.

3 - Submission of the amendment text of the articles of association regarding the new registered capital ceiling and validity period to the approval of the General Assembly.

4 - Wishes and hopes.

Corporate Actions Involved In Agenda

Authorized Capital

General Assembly Invitation Documents


Appendix: 1	2024 Yılı Olağanüstü Genel Kurul Çağrı.pdf - Announcement Document
Appendix: 2	2024 Yılı Olağanüstü Genel Kurul Vekaletname.pdf - Other Invitation Document
Appendix: 3	Sanica Isı Esas Sözleşme Tadil Taslağı.pdf - Article of Association Amendment Text
Appendix: 4	2024 Yılı Olağanüstü Genel Kurul Çağrı EN.pdf - Announcement Document
Appendix: 5	2024 Yılı Olağanüstü Genel Kurul Vekaletname EN.pdf - Other Invitation Document
Appendix: 6	2024 Yılı Olağanüstü Genel Kurul Bilgilendirme Dokümanı EN.pdf - General Assembly Informing Document
Appendix: 7	2024 Yılı Olağanüstü Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document

General Assembly Results


Was The General Assembly Meeting Executed?	Yes
General Assembly Results	The extraordinary general assembly meeting of Sanica Isı Sanayi ve Ticaret A.Ş. (the Company) for the year 2024 was initiated on September 3, 2024, at 2:00 PM at the meeting address of Kavaklı Mahallesi, Istanbul Caddesi, Sanica Blok No:10, İç Kapı No:1 - 34520 Beylikdüzü / ISTANBUL, under the supervision of the Ministry Representative Ms. Aysun ARASOĞLU, appointed by the Ministry of Trade of the Republic of Turkey with the official letter dated September 2, 2024, and numbered E-90726394-431.03-00100356097. It was noted that the invitation and announcement for the meeting, including the agenda as required by law and the articles of association, were personally delivered to A Group shareholders on August 8, 2024. The Extraordinary General Assembly meeting was to be held with a public notice in accordance with Article 414 of the Turkish Commercial Code (T.T.K.), and the announcement regarding this was published in the Turkish Trade Registry Gazette on page 1143 of issue number 11141, dated August 12, 2024. Additionally, the announcement was made within the required timeframe on the Company's official website, https://www.sanicaisi.com.tr , on the Public Disclosure Platform (KAP) on August 5, 2024, and through the e-GKS platform where the Electronic General Assembly would be held. It was also understood that there were no objections to the Extraordinary General Assembly meeting. It was determined and announced that, based on the examination of the list of attendees, a total of 362,324,254.80 shares were represented at the meeting, consisting of 128,522,395 shares in person and 233,801,859.80 shares by proxy, out of a total of 600,000,000 shares corresponding to the Company's total capital of 600,000,000.00 TL. Therefore, the quorum required by law and the articles of association was met. In accordance with the 5th and 6th paragraphs of Article 1527 of the Turkish Commercial Code, it was confirmed that the Company had completed the preparations for the electronic general assembly in compliance with the legal regulations. Mr. Uğur FATİNOĞLU, a member of the Company's Board of Directors, appointed Mr. Uğur ULUTAŞ and Mr. Gökhan MAYİL, who hold the "Central Securities Depository Electronic General Assembly System Certificate of Expertise," to manage the electronic general assembly system. The meeting was then simultaneously opened in both physical and electronic environments, and the discussion of the agenda commenced. AGENDA ITEMS Item 1 – Opening The meeting was opened by Mr. Uğur FATİNOĞLU, a member of the Company's Board of Directors. In accordance with the item, the formation of the Presidential Board was initiated. A proposal was made to appoint Mr. Uğur FATİNOĞLU as the Chair of the Board, Mr. Hakan GÜÇLÜ as the minutes clerk, and Mr. Gökhan MAYİL as the vote collector. This proposal was unanimously accepted by the attendees. Item 2 - Authorization for Signing the Meeting Minutes The authorization of the Presidential Board, selected to sign the general assembly meeting minutes on behalf of the shareholders, was unanimously approved by the attendees. Item 3 - Presentation of the Amendments to the Articles of Association In accordance with the 3rd item of the agenda, the proposed amendments to the Articles of Association regarding the new registered capital ceiling and its validity period were presented for the approval of the General Assembly. Approvals for the amendment of Article 7 of the Articles of Association were obtained from the Capital Markets Board with letter dated July 19, 2024, and numbered E-29833736-110.04.04-57217, and from the Ministry of Trade, General Directorate of Internal Trade, with letter dated July 30, 2024, and numbered E-50035491-431.02-00099257048. Shareholder Mr. İlhan Aslan took the floor and inquired about the reasons for increasing the registered capital ceiling and whether there were any plans for a paid or unpaid capital increase in the future. Mr. Uğur Fatinoğlu, a member of the Board of Directors and Chair of the Board, responded, explaining that the Company's registered capital ceiling was previously set at 500 million TL, while the actual capital was 600 million TL. Therefore, a new registered capital ceiling needed to be determined. He also mentioned that after the Board's decision on June 20, 2024, to increase the Company's capital by 100% from 600 million TL to 1.2 billion TL through an unpaid capital increase, it was necessary to raise the registered capital ceiling to apply to the Capital Markets Board. Furthermore, he stated that there were no plans for any paid or unpaid capital increases beyond this. The draft amendment to Article 7 of the Company's Articles of Association, which proposes raising the registered capital ceiling to 10 billion TL for the years 2024-2028, was unanimously approved by the attendees. It was noted that shares representing 60.39% of the Company's capital, including privileged shares, attended the meeting, and the amendment to the Articles of Association was approved with a positive vote of 60.39% of the shares representing the capital present. Consequently, a separate general assembly meeting for privileged shares was not held under Article 454 of the Turkish Commercial Code (T.T.K.). Item 4 - Wishes and Requests No shareholders took the floor. Since there were no additional agenda items to discuss and no objections to the decisions made, the Chair of the Board closed the General Assembly at 2:21 PM. September 3, 2024 – ISTANBUL

Was The General Assembly Meeting Executed?

Yes

General Assembly Results

The extraordinary general assembly meeting of Sanica Isı Sanayi ve Ticaret A.Ş. (the Company) for the year 2024 was initiated on September 3, 2024, at 2:00 PM at the meeting address of Kavaklı Mahallesi, Istanbul Caddesi, Sanica Blok No:10, İç Kapı No:1 - 34520 Beylikdüzü / ISTANBUL, under the supervision of the Ministry Representative Ms. Aysun ARASOĞLU, appointed by the Ministry of Trade of the Republic of Turkey with the official letter dated September 2, 2024, and numbered E-90726394-431.03-00100356097.

It was noted that the invitation and announcement for the meeting, including the agenda as required by law and the articles of association, were personally delivered to A Group shareholders on August 8, 2024. The Extraordinary General Assembly meeting was to be held with a public notice in accordance with Article 414 of the Turkish Commercial Code (T.T.K.), and the announcement regarding this was published in the Turkish Trade Registry Gazette on page 1143 of issue number 11141, dated August 12, 2024. Additionally, the announcement was made within the required timeframe on the Company's official website, https://www.sanicaisi.com.tr , on the Public Disclosure Platform (KAP) on August 5, 2024, and through the e-GKS platform where the Electronic General Assembly would be held. It was also understood that there were no objections to the Extraordinary General Assembly meeting.

It was determined and announced that, based on the examination of the list of attendees, a total of 362,324,254.80 shares were represented at the meeting, consisting of 128,522,395 shares in person and 233,801,859.80 shares by proxy, out of a total of 600,000,000 shares corresponding to the Company's total capital of 600,000,000.00 TL. Therefore, the quorum required by law and the articles of association was met.

In accordance with the 5th and 6th paragraphs of Article 1527 of the Turkish Commercial Code, it was confirmed that the Company had completed the preparations for the electronic general assembly in compliance with the legal regulations. Mr. Uğur FATİNOĞLU, a member of the Company's Board of Directors, appointed Mr. Uğur ULUTAŞ and Mr. Gökhan MAYİL, who hold the "Central Securities Depository Electronic General Assembly System Certificate of Expertise," to manage the electronic general assembly system. The meeting was then simultaneously opened in both physical and electronic environments, and the discussion of the agenda commenced.

AGENDA ITEMS

Item 1 – Opening

The meeting was opened by Mr. Uğur FATİNOĞLU, a member of the Company's Board of Directors. In accordance with the item, the formation of the Presidential Board was initiated. A proposal was made to appoint Mr. Uğur FATİNOĞLU as the Chair of the Board, Mr. Hakan GÜÇLÜ as the minutes clerk, and Mr. Gökhan MAYİL as the vote collector. This proposal was unanimously accepted by the attendees.

Item 2 - Authorization for Signing the Meeting Minutes

The authorization of the Presidential Board, selected to sign the general assembly meeting minutes on behalf of the shareholders, was unanimously approved by the attendees.

Item 3 - Presentation of the Amendments to the Articles of Association

In accordance with the 3rd item of the agenda, the proposed amendments to the Articles of Association regarding the new registered capital ceiling and its validity period were presented for the approval of the General Assembly.

Approvals for the amendment of Article 7 of the Articles of Association were obtained from the Capital Markets Board with letter dated July 19, 2024, and numbered E-29833736-110.04.04-57217, and from the Ministry of Trade, General Directorate of Internal Trade, with letter dated July 30, 2024, and numbered E-50035491-431.02-00099257048.

Shareholder Mr. İlhan Aslan took the floor and inquired about the reasons for increasing the registered capital ceiling and whether there were any plans for a paid or unpaid capital increase in the future. Mr. Uğur Fatinoğlu, a member of the Board of Directors and Chair of the Board, responded, explaining that the Company's registered capital ceiling was previously set at 500 million TL, while the actual capital was 600 million TL. Therefore, a new registered capital ceiling needed to be determined. He also mentioned that after the Board's decision on June 20, 2024, to increase the Company's capital by 100% from 600 million TL to 1.2 billion TL through an unpaid capital increase, it was necessary to raise the registered capital ceiling to apply to the Capital Markets Board. Furthermore, he stated that there were no plans for any paid or unpaid capital increases beyond this.

The draft amendment to Article 7 of the Company's Articles of Association, which proposes raising the registered capital ceiling to 10 billion TL for the years 2024-2028, was unanimously approved by the attendees.

It was noted that shares representing 60.39% of the Company's capital, including privileged shares, attended the meeting, and the amendment to the Articles of Association was approved with a positive vote of 60.39% of the shares representing the capital present. Consequently, a separate general assembly meeting for privileged shares was not held under Article 454 of the Turkish Commercial Code (T.T.K.).

Item 4 - Wishes and Requests

No shareholders took the floor.

Since there were no additional agenda items to discuss and no objections to the decisions made, the Chair of the Board closed the General Assembly at 2:21 PM. September 3, 2024 – ISTANBUL

Decisions Regarding Corporate Actions


Authorized Capital	Accepted

General Assembly Registry


Were The Minutes Registered?	Yes
Date of Registry	09.09.2024

General Assembly Result Documents


Appendix: 1	2024 Yılı Olağanüstü Genel Kurul Toplantı Tutanağı.pdf - Minute
Appendix: 2	2024 Yılı Olağanüstü Genel Kurul Hazirun.pdf - List of Attendants

Additional Explanations

The Extraordinary General Assembly Meeting of our company was registered on September 9, 2024, and matters related to the announcement were published in the Turkish Trade Registry Gazette dated September 10, 2024, and numbered 11161.

Respectfully announced to the public.

AI Terminal

9061_rns_2024-09-11_6fa06414-d0e0-4430-9998-93c78d1ca515.html

More from SANİCA ISI SANAYİ A.Ş.

Talk to a Data Expert