SANİCA ISI SANAYİ A.Ş.

AGM Information • Jul 10, 2024

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

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2023
Ending Date Of The Fiscal Period	31.12.2023
Decision Date	29.05.2024
General Assembly Date	24.06.2024
General Assembly Time	14:00
Record Date (Deadline For Participation In The General Assembly)	23.06.2024
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 establishment of the Meeting Presidency

2 - Authorizing the Meeting Chairmanship to sign the Meeting Minutes

3 - Reading, discussing and approving the Board of Directors Activity Report for 2023

4 - Reading, discussing and approving the Independent Audit Opinion for 2023 prepared by the independent audit firm

5 - Reading, discussing and approving the 2023 financial statements

6 - Discharge of the Members of the Board of Directors individually for the activities, transactions and accounts of the Company for the 2023 accounting period

7 - Discussing and deciding on the proposal submitted by the Board of Directors to the General Assembly regarding profit distribution in accordance with the Capital Markets Board regulations

8 - Election of members of the Board of Directors and determination of mission time

9 - In accordance with the Capital Markets Board regulations and Corporate Governance Principles, providing information about the payments made to the Members of the Board of Directors and senior managers and the "Remuneration Policy" determined by the Board of Directors, and making decisions regarding the wages and attendance fees to be given to the Members of the Board of Directors in the new period

10 - As of the date of the general assembly, provided that the draft amendment application made to the Capital Markets Board on 16.01.2024 regarding the increase of the registered capital ceiling to 5 billion TL is accepted and the necessary legal processes are completed, the text of the articles of association amendment regarding the new registered capital ceiling will be prepared by the General Assembly. Submission to the board for approval

11 - Submission of the Independent Auditing Firm to be selected by the Board of Directors for 2024 in line with the Turkish Commercial Code and Capital Markets Board regulations for the approval of the General Assembly

12 - Informing shareholders about transactions made with related parties in 2023

13 - Informing shareholders about Donations and Aids made in 2023 and determining an upper limit for donations and aids to be made in 2024

14 - Within the scope of Article 12/4 of the "Corporate Governance Communiqué No. II- 17.1" of the Capital Markets Board, informing the General Assembly about the income or benefits obtained from the guarantees, pledges, mortgages and guarantees given by the Company in favor of third parties in 2023

15 - Granting permission to shareholders who have management control, members of the Board of Directors, managers with administrative responsibilities and their spouses and relatives by blood and marriage up to the second degree, within the framework of Articles 395 and 396 of the Turkish Commercial Code and Capital Markets Board regulations

16 - Wishes

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1	2023 Yılı Olağan Genel Kurul Çağrı.pdf - Other Invitation Document
Appendix: 2	2023 Yılı Olağan Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 3	2023 Yılı Olağan Genel Kurul Vekaletname.pdf - Other Invitation Document
Appendix: 4	2023 Yılı Olağan Genel Kurul Çağrı EN.pdf - Other Invitation Document
Appendix: 5	2023 Yılı Olağan Genel Kurul Bilgilendirme Dokümanı EN.pdf - General Assembly Informing Document
Appendix: 6	2023 Yılı Olağan Genel Kurul Vekaletname EN.pdf - Other Invitation Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	The 2023 ordinary general assembly meeting of Sanica Isı Sanayi ve Ticaret A.Ş. (the Company) was convened on 24 / 06 / 2024 at 14:00 at the meeting address Kavaklı Mahallesi İstanbul Caddesi Sanica Blok No:10 İç Kapı No:1 - 34520 Beylikdüzü / İSTANBUL, under the supervision of the Ministry Representative Mr. Ferda Yılmaz, who was appointed by the Republic of Turkey Ministry of Trade with the letter dated 14.06.2024 and numbered 97929816. It was understood that the invitation and announcement of the meeting, including the agenda, were delivered in person to the A Group shareholders on 30 / 05 / 2024, in accordance with the law and the articles of association. The Ordinary General Assembly meeting was held with an announcement pursuant to Article 414 of the Turkish Commercial Code, and the related announcement was published on page 785 of the issue numbered 11094 of the Turkish Trade Registry Gazette on 31 / 05 / 2024. Additionally, the announcement was made within the prescribed period on the Company's official website ( https://www.sanicaisi.com.tr ), on the Public Disclosure Platform (KAP) on 29 / 05 / 2024, and through the Electronic General Assembly System (e-GKS). It was noted that there were no objections to the Ordinary General Assembly meeting. It was determined and announced from the examination of the list of attendees that out of the 600,000,000 shares corresponding to the total capital of our Company amounting to 600,000,000.00 TL, 359,190,620.643 shares were represented in person at the meeting, thus meeting the quorum required by law and the articles of association. Ministry Representative Mr. Ferda Yılmaz took the floor. He stated that Article 17 of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings, titled "Obligation to Attend the Meeting," stipulates that "In general assembly meetings, it is mandatory for managing members and at least one member of the board of directors to be present. Other board members may also attend the general assembly meeting. In companies subject to audit, the auditor must also be present at the general assembly meetings." The Company's Strategy and Planning Manager, Ms. Begüm Gültekin, stated that the representative of the audit company was on the way and might be delayed due to traffic. In accordance with paragraphs 5 and 6 of Article 1527 of the Turkish Commercial Code, it was determined that the Company had fulfilled its electronic general assembly preparations in compliance with legal regulations. Mr. Hüseyin Nesimi FATİNOĞLU, Chairman 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 use the electronic general assembly system. The meeting was simultaneously opened in both physical and electronic environments, and the discussion of the agenda commenced. AGENDA ITEMS Item 1 – Opening. The opening was made by Mr. Hüseyin Nesimi FATİNOĞLU, Chairman of the Company's Board of Directors. In accordance with the item, the formation of the Presidential Board was initiated. In line with the submitted proposal, it was proposed that Mr. Uğur FATİNOĞLU be elected as Chairman of the Board, Mr. Hakan GÜÇLÜ as secretary of the minutes, and Mr. Gökhan MAYİL as vote collector. This proposal was unanimously accepted by the participants. Item 2 - Granting Authority to the Presidential Board Elected for Signing the Minutes of the General Assembly Meeting on Behalf of Shareholders It was unanimously accepted by the participants to grant authority to the Presidential Board elected for signing the minutes of the general assembly meeting on behalf of shareholders. Item 3 - Pursuant to Item 3 of the Agenda, the reading, discussion, and approval of the Management Board Activity Report for the year 2023 P roceeding in accordance with the proposal, the Management Board Activity Report prepared for the year 2023 by the Company's Board of Directors was made available for shareholders' review on April 15, 2024, through the Public Disclosure Platform (KAP) and the Company's official website at https://www.sanicaisi.com.tr as part of the general assembly documents. Therefore, it was unanimously accepted by the participants not to read the report. The discussion on the Management Board Activity Report for the year 2023 was initiated. There were no objections or comments against or in favor. Following the discussions, the Management Board Activity Report for the year 2023 was approved with 706,081,205.11 approval votes against 274,603.55 rejection votes cast by the participants. Item 4 - Pursuant to Item 4 of the Agenda, the reading and discussion of the opinion of the independent audit firm for the fiscal year 2023 Proceeding in accordance with the proposal, it was unanimously accepted by the participants not to read the entire opinion of the independent audit firm since the Independent Audit Firm Report prepared by Akademik Bağımsız Denetim A.Ş. for the year 2023 was made available for shareholders' review on April 15, 2024, through the Public Disclosure Platform (KAP) and the Company's official website at https://www.sanicaisi.com.tr as part of the general assembly documents. The final auditor opinion contained in the Independent Audit Firm Report was read to the General Assembly. The auditor opinion in the Independent Audit Firm Report was opened for discussion. Investor Mr. Ilhan spoke and submitted a written proposal, suggesting that the Independent Audit Report provide more detailed information on related party transactions and, if necessary, additional reporting on this matter. Additionally, he expressed concerns that related party transactions could be misinterpreted by investors and that this situation could adversely affect the company's two-year stock performance. In response, Chairman of the Board H. Nesimi Fatinoğlu stated that despite the company's highly positive activities, he did not have a clear idea why the company's share price had been negatively affected. Following discussions, the Independent Audit Firm Report for the year 2023 was approved with 706,081,205.11 approval votes against 274,603.55 rejection votes cast by the participants. Item 5 - Pursuant to Item 5 of the Agenda, the reading, discussion, and approval of the financial statements for the fiscal year 2023 In accordance with the proposal, it was unanimously accepted by the participants not to read all items in the financial statements, as the financial statements prepared for the year 2023 by Akademik Bağımsız Denetim A.Ş., including the Independent Audit Firm Report, were made available for shareholders' review on April 15, 2024, through the Public Disclosure Platform (KAP) and the Company's official website at https://www.sanicaisi.com.tr . The main items of the balance sheet and income statement were read to the General Assembly. The financial statements were opened for discussion. There were no objections or comments against or in favor. According to the item, a vote was conducted on the financial statements for the year 2023. Following the vote, the financial statements were approved with 706,081,205.11 approval votes against 274,603.55 rejection votes cast by the participants. Item 6 - Pursuant to Item 6 of the Agenda, the separate discharge of the members of the Board of Directors for the fiscal year 2023 activities, transactions, and accounts The meeting proceeded to separately discharge the members of the Board of Directors for their activities, transactions, and accounts during the fiscal year 2023. Following the voting on the discharge of the Board of Directors members for the fiscal year 2023 activities, each member was discharged with 706,355,798.66 approval votes against 10.00 rejection votes cast by the participants attending the general assembly. (Shareholder board members did not vote in their discharge.) Item 7 - Pursuant to Item 7 of the Agenda, the reading, discussion, and submission for approval of the proposal presented to the General Assembly by the Company's Board of Directors regarding profit distribution in accordance with the Capital Markets Board regulations The Board of Directors' decision dated May 29, 2024, was read to the General Assembly. Discussions were initiated based on the proposal presented by the Board of Directors. Sn. İlhan Aslan expressed his suggestion during the meeting, referencing the company's prospectus for its initial public offering, that a certain level of profit distribution should be considered, proposing at least a symbolic distribution of profits. In response, Chairman of the Board Mr. H. Nesimi Fatinoğlu stated that in principle, they also desire profit distribution. However, after consultations, they concluded that distributing profits through a bonus share issue would be advantageous for investors. Accordingly, the Board of Directors has decided on a second bonus share issue. Previously, an application was made to the Capital Markets Board to increase the company's capital from 135 million TL to 900 million TL, resulting in a decision to increase the capital to 600 million TL. In the latest decision by the Board of Directors, the capital of 600 million TL will be doubled through a 100% bonus share issue, increasing it to 1.2 billion TL. Mr. Abdulsamet Yılmaz inquired whether a decision would be made for a paid capital increase after the free capital increase. In response, Mr. H. Nesimi Fatinoğlu clarified that while a decision could be made for a paid capital increase following the free capital increase, it does not imply an immediate action. It would depend on future projects that may require additional financing. He emphasized that projects could proceed without a paid capital increase, indicating that it's not possible to provide a definitive answer today. Additionally, Mr. H. Nesimi Fatinoğlu, Chairman of the Board, highlighted that Sanica Isı is a profitable company. He mentioned that significant investments, such as agricultural irrigation, were initiated after the company went public. He noted that the initial impact of the February 2023 earthquake had adverse effects on the company, causing some difficulties with bank loans. Despite these challenges, investments continued. Mr. Fatinoğlu further explained that there has been a substantial increase in demand for the company's products through dealerships, particularly for infrastructure investments needed in earthquake-affected areas. As a response, investments in corrugated pipes were promptly initiated. However, he acknowledged that international geopolitical tensions, such as the Palestine-Israel conflict, have posed challenges, delaying investments and production timelines. Mr. Erkan Umut Mergen, participating in the general assembly electronically, expressed in writing that it is important for cash to remain within the company during a period of high interest rates, and therefore, he found it logical to proceed with a bonus share capital increase. Following the discussions based on the proposal presented by our company's Board of Directors to the General Assembly, it was unanimously decided that no dividend would be distributed from the 2023 profits in order to be used for investment expenditures in the upcoming period and to maintain the company's financial strength. Items 8 - The agenda item number 8 pertains to the election and determination of the terms of office of the Board of Directors members. According to the Capital Markets Board Decision dated 25.01.2024 and numbered 6/121, the "Announcement Regarding the Groups Participating in the II-17.1 Corporate Governance Communiqué for the Year 2024" was published in the Capital Markets Board Bulletin numbered 2024/6 on 25.01.2024. In this announcement, the Company has been listed in the 1st Group Companies List. For the approval of the shareholders at the Ordinary General Assembly Meeting for the year 2023, the Board of Directors of the Company decided on 01.04.2024 to nominate Mr. Tolgahan ÜREŞ and Mr. Mehmet Kağan TURAN as "Independent Board Member Candidates." Following the application to the Capital Markets Board on the same date, the Capital Markets Board convened on 18.04.2024 under decision number 20/564. It was decided that "Considering the independence statements and resumes of Tolgahan ÜREŞ and Mehmet Kağan TURAN in accordance with Article 4.3.6 of the Corporate Governance Principles, no negative opinion was expressed regarding the aforementioned independent board member candidates." Subsequently, the Capital Markets Board notified the Company of its decision via letter numbered E-29833736-110.07.07-52869 dated 22.04.2024. Mr. Cemile Avşar, who participated in the general assembly electronically, conveyed in writing his opinion regarding the Capital Markets Board's recommendation within the scope of Corporate Governance Principles, which suggests that at least 25% of board members should be female. He requested clarification on the diversity policies established to comply with this principle. He also requested both written and oral explanations regarding the reasons stated in the Corporate Governance Principles report for not adhering to this principle and not appointing a female board member. Our company's board member and chairman of the assembly, Mr. Uğur Fatinoğlu, mentioned that there is currently no diversity policy in place. However, he noted that more than half of the company's employees are women. He acknowledged that there was a female board member a year ago, but currently, there isn't one. Mr. Fatinoğlu also expressed that there could be a female board member in the upcoming period. In accordance with the proposal based on the aforementioned decision, a vote was held during which it was unanimously decided to elect Mr. Hüseyin Nesimi FATİNOĞLU, Mr. Ali FATİNOĞLU, Mr. Uğur FATİNOĞLU, and Mr. Emre FATİNOĞLU as members of the board of directors. Additionally, Mr. Tolgahan Üreş and Mr. Mehmet Kağan Turan were unanimously elected as independent members of the board of directors, with their terms set to be 3 years. Items 9 - Pursuant to Agenda Item 9, information was provided regarding the payments made to the Board of Directors and senior executives in accordance with the regulations of the Capital Markets Board and Corporate Governance Principles. Additionally, in line with the proposal regarding the remuneration of Board members for the new term, it was unanimously decided to pay monthly net allowances as follows, effective from January 1, 2024: Chairman of the Board of Directors: 300,000 TL Vice Chairman of the Board of Directors: 257,000 TL Board Members: 150,000 TL each Independent Board Members: 15,000 TL each These payments will be accrued and disbursed accordingly. Items 10 - In accordance with Agenda Item 10, the draft amendment to the articles of association regarding the increase in the authorized capital ceiling was presented to the General Assembly for approval. As of the date of the General Assembly, due to the draft amendment application submitted to the Capital Markets Board on January 16, 2024, not being finalized and the necessary legal processes not being completed, the voting could not proceed. It was unanimously agreed to postpone the voting on the draft amendment to the articles of association regarding the new authorized capital ceiling until the completion of the process of submission to the General Assembly at a later General Assembly meeting. The minutes were recorded and the Company's capital markets consultant, Mr. Hakan Güçlü, provided information regarding the process related to the application for the authorized capital ceiling, including the stages of the necessary legal process to be completed after the approval of the application. Items 11 - Pursuant to Agenda Item 11, in accordance with the Turkish Commercial Code and the Capital Markets Law, the proposal for the approval of the independent audit firm Akademik Bağımsız Denetim A.Ş., which was appointed by the Board of Directors for the 2024 fiscal year, was presented to the General Assembly. It was unanimously decided to appoint Akademik Bağımsız Denetim A.Ş. to audit the financial statements of our Company for the fiscal year 2024 and to carry out other activities in accordance with the relevant regulations of the Turkish Commercial Code and the Capital Markets Board. Items 12 - Pursuant to Agenda Item 12, information was provided to shareholders regarding transactions with related parties conducted in the year 2023. Items 13 - Pursuant to Agenda Item 13, information was provided to shareholders about donations and aids made in the year 2023, stating that no donations or aids were made during that period. According to the proposal put forward, it was unanimously decided to set the upper limit for donations and aids to be made in 2024 at 25,000,000 TL. Items 14 - According to Agenda Item 14, in accordance with Article 12/4 of the Capital Markets Board's Corporate Governance Principles II-17.1, information was provided to the General Assembly regarding guarantees, pledges, mortgages, and guarantees provided by the Company to third parties in 2023, as well as the income or benefits obtained from them. Items 15 - Agenda Item 15: In accordance with Article 395 and 396 of the Turkish Commercial Code, and within the framework of the Capital Markets Board Corporate Governance Principles, authorization was granted by the general assembly to shareholders holding management control, members of the Board of Directors, senior executives, as well as their spouses and relatives up to the second degree by blood or marriage. Mr. İlhan Aslan, Ms. Derya Aslan, and Mr. Abdülsamet Yılmaz have presented their written proposals under agenda item 4. The summary of the proposal is provided in the Proposal Minutes. In essence, it suggests that due to the intensive transactions among Sanica group companies, which could raise doubts, an independent auditor should be appointed to conduct a review, with expenses covered by the Company but charged back to other group companies without compensation. Mr. İlhan Aslan stated that he has no information about the transactions mentioned in the agenda item and expressed concerns that the high volume of related-party transactions in the Company could lead to confusion. The minutes recorder and the Company's capital markets advisor, Mr. Hakan Güçlü, mentioned that such authorization is typically granted annually in advance. He clarified that if such transactions were to occur, they would be disclosed in the financial reports' footnotes under related-party transactions, and any transactions would be compared against market conditions and terms. Mr. İlhan Aslan again spoke, noting that under Article 10 of the Capital Markets Board's Corporate Governance Principles, in addition to the board's decision, a report should be prepared by the company's board on the terms of transactions and their comparison with market conditions, and this report or its results should be disclosed on the Public Disclosure Platform. Under Agenda Item 15, regarding the authorization granted by the general assembly under Articles 395 and 396 of the Turkish Commercial Code and the Capital Markets Board Corporate Governance Principles to shareholders holding management control, members of the Board of Directors, senior executives, and their spouses and relatives up to the second degree by blood or marriage, the proposal was approved with 706,081,200.67 acceptance votes against 274,607.99 rejection votes. Items 16 - The session moved on to the section for wishes and suggestions. Mr. İlhan Aslan, Ms. Derya Aslan, and Mr. Abdülsamet Yılmaz have submitted a written proposal, which is attached in the Proposal Minutes. In summary, the proposal states that certain transactions made in the Company's publicly traded shares during certain periods have violated relevant provisions of the Capital Markets Law, causing damage to both the Company and investors. It is alleged that trading transactions and orders have been executed with the intention to create false and misleading impressions regarding price changes and supply-demand dynamics. The proposal recommends making an application to the Capital Markets Board (CMB) for investigation into these matters. Mr. Abdülsamet Yılmaz further supported this proposal by mentioning that another company recently submitted a similar application to the CMB, which was subsequently published on the Public Disclosure Platform. Mr. H. Nesimi Fatinoğlu, the Chairman of the Board, stated that he does not have information about how transactions are conducted in the company's shares, emphasizing that their efforts are solely focused on ensuring the continuity of the company's operations. He provided information regarding recent demands from Iraq to the factory located in Elazığ, additional lines opened as part of factory investments, and the newly completed GES (Solar Energy) investment. Additionally, Mr. H. Nesimi Fatinoğlu, the Chairman of the Board, mentioned that the matter would be further evaluated by the Board in accordance with the proposal submitted. Mr. İlhan Aslan, Ms. Derya Aslan, and Mr. Abdülsamet Yılmaz have submitted a written proposal, which is included in the Proposal Minutes. In summary, the proposal requests information regarding the disclosure made on the Public Disclosure Platform concerning the foreign partnership. Mr. H. Nesimi Fatinoğlu, the Chairman of the Board, highlighted that there are rapid changes in Europe and the international environment. He mentioned that due to the closure of the Russian market, radiator manufacturers in Europe have significantly reduced their productions. They are closely interested in the Turkish market, which has good relations with both Ukraine and Russia. In order to benefit from this conjuncture, he stated that a contract has been signed with a consulting firm and there is a search for a strategic partner. They are exploring collaborations with companies from Europe or the Far East that have high brand and company values aligned with the Company's strategy and interests. As there were no further agenda items to discuss and no objections from shareholders regarding the decisions taken, the Chairman of the Board adjourned the General Assembly at 15:33 on June 24, 2024, in Istanbul.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Not Discussed

General Assembly Registry

Were The Minutes Registered?	Yes
Date of Registry	09.07.2024

General Assembly Result Documents

Appendix: 1	2023 Olağan Genel Kurul Hazirun.pdf - List of Attendants
Appendix: 2	Sanica Isı Genel Kurul Tutanak.pdf - Minute

Additional Explanations

The Ordinary General Assembly Meeting of our company was registered on July 9, 2024, and the matters related to the announcement were published in the Turkish Trade Registry Gazette dated July 10, 2024, issue number 11119.