Pre-Annual General Meeting Information • Aug 15, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on Friday, August 15, 2025, at 11:00 at the address Sultantepe Mah. Hüseyin Baykara Sok. No: 1 İç Kapı No: 3 Üsküdar, İstanbul in order to discuss and resolve the agenda items disclosed.
Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No. 6102 ("TCC"), the right to attend and vote at the General Assembly may not be conditional upon the deposit of share certificates. Accordingly, our shareholders are not required to block their shares with the Central Securities Depository (Merkezi Kayıt Kuruluşu - "MKK") in order to participate in the General Assembly.
Shareholders who will attend the meeting physically are required to present valid identification. Shareholders who wish to attend the meeting via proxy must submit a notarized proxy statement, a sample of which is provided below, to the Company headquarters prior to the meeting date or register the proxy's identification details via the Electronic General Assembly System ("e-GEM") no later than one (1) day prior to the meeting. A proxy appointed through e-GEM is not required to present a physical power of attorney and may attend the General Assembly physically or electronically. In either case, whether appointed via notary or through e-GEM, the proxy is required to present valid identification at the meeting. In accordance with Article 1527, paragraph 4 of the TCC, shareholders may also attend the General Assembly Meeting electronically in person or through their representatives. Shareholders intending to participate in the meeting electronically must declare their preference through the e-GEM platform, provided by MKK, no later than one (1) day prior to the meeting date. In order to participate in the General Assembly or to appoint a proxy via e-GEM, shareholders must be registered with the e-MKK Information Portal and must hold a secure electronic signature. Similarly, proxies who will attend via e-GEM must also possess a secure electronic signature. Pursuant to Article 1526 of the TCC, notifications made via e-GEM on behalf of legal entity shareholders must be signed with a secure electronic signature issued in the name of the signatory authorized to represent the legal entity.
An Explanatory Information Document concerning the agenda items will be made available for our shareholders' review three weeks prior to the meeting, within the legally prescribed timeframe, at the Company's headquarters, on the corporate website athttps://www.seranit.com.tr/ on the Public Disclosure Platform (KAP), and via the Electronic General Assembly System (e-GEM) of the Central Securities Depository (MKK).
Respectfully submitted to the information of our esteemed shareholders.
Sincerely,
BOARD OF DIRECTORS
In accordance with the Corporate Governance Principle No. 1.3.1 set forth in the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, the additional disclosures required to be made with respect to the agenda items have been provided under the relevant agenda items below, while the other mandatory general disclosures are presented in this section for your information.
| Name and Surname / Trade Name of the Shareholder |
Share in Capital | ||
|---|---|---|---|
| Group (*) | Nominal Value (₺) |
Percentage (%) | |
| AVNİ ÇELİK | A | 58.919.674,33 | 14,27% |
| AHMET ÇELİK | A | 1.533.167,00 | 0,37% |
| ARI FİNANSAL KİRALAMA A.Ş. | A | 19.880.708,00 | 4,81% |
| SİNPAŞ YAPI ENDÜSTRİ A.Ş. | A | 19.666.450,67 | 4,76% |
| AVNİ ÇELİK | B | 117.839.348,67 | 28,53% |
| AHMET ÇELİK | B | 3.066.334,00 | 0,74% |
| ARI FİNANSAL KİRALAMA A.Ş. | B | 39.761.416,00 | 9,63% |
| SİNPAŞ YAPI ENDÜSTRİ A.Ş. | B | 39.332.901,33 | 9,52% |
| Others (Free Float) | B | 113.000.000,00 | 27,36% |
| TOTAL | 413.000.000 | 100,00% |
(*) Each share entitles its holder to one vote at the General Assembly of the Company.
(*) Group A shares grant the privilege to nominate four candidates for the Board of Directors.
(*) Group B shares grant the privilege to nominate two independent candidates for the Board of Directors.
3.2 Information regarding any changes in the management or operations of the Company and its material subsidiaries and affiliates that occurred in the previous fiscal period or are planned for future periods, which may significantly affect the Company's business activities, as well as the reasons for such changes.
There have been no changes in the management or operations of the Company and its subsidiaries during the 2024 fiscal year, nor are there any such changes planned for upcoming periods, that would significantly affect the Company's business activities.
3.3 In the event that the agenda of the General Assembly meeting includes the dismissal, replacement, or election of members of the Board of Directors, information shall be provided regarding the reasons for such dismissal or replacement, as well as the following details concerning individuals whose candidacies for Board membership have been submitted to the Company: their résumés, positions held over the past ten years and reasons for leaving those positions, the nature and materiality of their relationship with the Company and its related parties, whether they qualify as independent board members, and any other matters that may have an impact on the Company's activities should they be elected as members of the Board of Directors.
Within the framework of the report and recommendation submitted by the Corporate Governance Committee, our Company's Board of Directors has resolved to appoint Mr. Erman Çete and Mr. Tufan Köse as Independent Members of the Board of Directors to replace Prof. Dr. Mehmet Bulut and Mr. Bahattin Işık, and to submit these appointments for the approval of the shareholders at the first upcoming General Assembly meeting. It has also been resolved that the aforementioned appointments be registered and announced before the Trade Registry Office.
The independence declarations and résumés of Mr. Erman Çete and Mr. Tufan Köse, who will be submitted to the approval of our shareholders at the General Assembly as candidates for Independent Board Membership, are enclosed herewith. These declarations confirm that both candidates meet the independence criteria set forth under Article 4.3.6 of the Corporate Governance Principles, as annexed to the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1.
3.4 Information regarding the requests submitted in writing by the Company's shareholders to the Investor Relations Department for the inclusion of items on the General Assembly agenda.
No such requests have been received by our Company.
3.5 In the event that the agenda includes an amendment to the Articles of Association, the relevant Board of Directors resolution along with the former and revised versions of the amended articles.
Not applicable.
I appoint ………………………………………………………………………………….……….., who has been introduced below in detail,
as my proxy to be authorized to represent me, to vote, to make proposals and to sign the required documents, in line with the views I have stated below, at the Ordinary General Assembly Meeting 2024 of Seranit Granit Seramik Sanayi ve Ticaret A. Ş.to be held on Friday, August 15, 2025, at the address of Sultantepe Mah. Hüseyin Baykara Sok. No: 1 İç Kapı No: 3 Üsküdar, İstanbul.
Name & Surname / Trade Name:
T.R. ID No/Tax No, Trade Registry and Number and CRS number:
(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.
For the sections 1 and 2 given below, one of the options, (a), (b) or (c), should be chosen to determine the scope of the representation authority.
In case the option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options (accept or reject) opposite the relevant general assembly agenda item, and by stating the dissenting opinion, if any, that is requested to be written in the minutes of the general assembly if the reject option is selected.
| Agenda Items (), (*) | Accept | Reject | Dissenting Opinion | |
|---|---|---|---|---|
| 1. | Opening of the meeting, formation of the Chairmanship of the Meeting, and granting authorization to the Chairmanship to sign the minutes of the meeting on behalf of the General Assembly, |
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| 2. | Reading and discussion of the Board of Directors' Annual Activity Report for the 2024 fiscal year, |
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| 3. | Reading and discussion of the Independent Auditor's Report for the 2024 fiscal year, |
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| 4. | Reading, discussion, and submission for approval of the Financial Statements for the 2024 fiscal year, |
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| 5. | Discussion and submission for approval of the Board of Directors' proposal regarding the distribution of profit, |
| 6. | Submission for approval of the release of each member of the Board of Directors from liability for their activities in the 2024 fiscal year, |
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|---|---|---|---|
| 7. | Election of members of the Board of Directors and determination of their terms of office, |
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| 8. | Determination of the remuneration for the members of the Board of Directors, |
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| 9. | Submission for approval of granting authorization to the members of the Board of Directors for the transactions falling within the scope of Articles 395 and 396 of the Turkish Commercial Code, |
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| 10. Informing the shareholders about the donations made during the year 2024 and determination of an upper limit for donations to be made in 2025, |
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| 11. Informing the General Assembly regarding the transactions specified in Article 1.3.6 of the Corporate Governance Principles, which are annexed to the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, |
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| 12. Informing the General Assembly regarding the matters set forth in Article 12, paragraph 4 of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board, |
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| 13. Submission for approval of the Independent Audit Firm proposed by the Board of Directors for a one-year term, |
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| 14. Wishes and closing remarks. |
(*) Matters included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately for voting by proxy.
(**) Voting is not done on information items.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy are specified here.
T.R. ID No / Tax No, Trade Registry and Number and CRS number:
Address:
(*) For proxies of foreign nationality, it is obligatory to submit the equivalents, if any, of the aforementioned information.
The meeting will be opened, and elections will be held for the Chairmanship of the Meeting, the Minutes Clerk, and the Vote Collector. The authorization of the Chairmanship to sign the meeting minutes will be submitted for approval.
The Annual Report for the year 2024 was published on March 12, 2025, on the Public Disclosure Platform at www.kap.gov.tr and on the Company's website at https://www.seranit.com.tr/ . It has been made available for the review of our shareholders through these platforms. The report will be read and discussed during the General Assembly meeting.
The independent audit reports for the year ended 2024 were published on March 12, 2025, on the Public Disclosure Platform at www.kap.gov.tr and on the Company's website at https://www.seranit.com.tr/ They have been made available for the review of our shareholders through these platforms. The reports will be read and discussed during the General Assembly meeting.
The financial statements for the year ended 2024 were disclosed on March 12, 2025, via the Public Disclosure Platform (www.kap.gov.tr) and the Company's corporate website (https://www.seranit.com.tr/), and have been made available for the examination of shareholders through these platforms. The financial statements will be read, discussed, and submitted for approval at the General Assembly meeting.
The Board of Directors' proposal regarding the distribution of profit for the 2024 fiscal year was disclosed on July 23, 2025, via the Public Disclosure Platform at www.kap.gov.tr. The proposal of the Board of Directors will be discussed and resolved during the General Assembly meeting.
The release of each member of the Board of Directors from liability for their activities in the 2024 fiscal year will be submitted to the approval of the General Assembly, separately for each member.
The election of the following individuals as members of the Board of Directors will be carried out, and their terms of office will be determined: Dr. Avni Çelik, Mr. Ahmet Çelik, Mr. Mahmut Sefa Çelik, Mr. Fatih Kıvanç, Mr. Erman Çete, and Mr. Tufan Köse.
The remuneration of the members of the Board of Directors will be determined.
In accordance with Articles 395 and 396 of the Turkish Commercial Code, the General Assembly will be requested to grant authorization for the members of the Board of Directors to carry out, on their own behalf or on behalf of third parties, transactions falling within the Company's scope of activity, and to become shareholders in companies engaged in similar business activities.
Articles 395 and 396 of the Turkish Commercial Code are as follows:
(1) A member of the board of directors cannot engage in any transactions with the company, personally or on behalf of someone else, without the approval of the general assembly; otherwise, the company may claim that the transaction is invalid. The other party cannot make such a claim.
(2) (Amended: 26/6/2012-6335/17 art.) Non-shareholding members of the board of directors and their relatives specified in article 393 cannot borrow cash from the company. The company cannot provide surety, guarantee, or security for these individuals, assume liability, or take over their debts. Otherwise, creditors of the company may directly pursue these individuals for the amount borrowed from the company, in the same amount as the company's liability.
(3) Provided that the provision of article 202 remains reserved, companies within a corporate group may provide surety and guarantee for each other.
(4) The special provisions of the Banking Law are reserved.
(1) A member of the board of directors cannot engage in any commercial transactions covered by the company's business scope, either on their own behalf or on behalf of someone else, without the approval of the general assembly. The company may demand compensation or, instead of compensation, may consider the transaction as conducted on behalf of the company and claim the benefits arising from contracts made for third parties for the company.
(2) The selection of these rights is up to the other members of the board of directors, not including the member in breach of the first paragraph.
(3) These rights expire within three months from the date the other members learn of the commercial transactions or the board member's entry into another company, and in any case, within one year from the occurrence of these events. (4) Provisions related to the liabilities of board members remain reserved.
Permission for the above-mentioned activities will be submitted for approval by the General Assembly.
Information regarding the total amount of donations made in 2024 will be presented to the shareholders at the General Assembly. The upper limit for donations to be made in 2025 will be determined by the General Assembly.
11. Informing the General Assembly regarding the transactions specified in Article 1.3.6 of the Corporate Governance Principles, which are annexed to the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board,
Corporate Governance Principle 1.3.6 is as follows:
"In the event that shareholders who hold management control, members of the board of directors, executives with administrative responsibilities, or their spouses and relatives by blood or marriage up to the second degree, perform a significant transaction that may cause a conflict of interest with the partnership or its subsidiaries, and/or conduct a commercial transaction falling within the scope of activity of the partnership or its subsidiaries, on their own behalf or on behalf of another person, or become an unlimited liability partner in another company engaged in the same type of commercial business, such transactions must be included as a separate agenda item in the general assembly meeting to provide detailed information, and must be recorded in the minutes of the general assembly."
Information regarding the transactions falling within the scope described above will be presented to the General Assembly.
12. Informing the General Assembly regarding the matters set forth in Article 12, paragraph 4 of the Communiqué on Corporate Governance (II-17.1) of the Capital Markets Board,
Pursuant to Article 12, paragraph 4 of the Capital Markets Board's Communiqué on Corporate Governance No. II-17.1, information will be provided to the General Assembly regarding guarantees, pledges, mortgages, and sureties granted in favor of third parties, as well as the income or benefits derived therefrom. This disclosure will be made within the scope of Article 12 of the aforementioned Communiqué titled "Guarantees, Pledges, Mortgages and Sureties," based on Note 22 to the financial statements for the year 2024, which were prepared in accordance with the provisions of the Communiqué on Principles of Financial Reporting in Capital Markets (No. II-14.1) and audited by Arsen Bağımsız Denetim Hizmetleri A.Ş.
The independent audit firm proposed by the Board of Directors for the year 2025 will be submitted to the approval of the General Assembly.
Wishes and suggestions will be discussed.
If the Board of Directors proposes to distribute dividends below the aforementioned rate or not to distribute any dividends at all, the rationale for such proposal shall be disclosed to the shareholders.
Dividend Distribution Table for the Period 01.01.2024 – 31.12.2024 (TRY)
| SERANİT GRANİT SERAMİK SANAYİ VE TİCARET A. Ş. 01.01.2024 / 31.12.2024 Period Dividend Payment Table (TRY) | |||||
|---|---|---|---|---|---|
| 1. Paid-In / Issued Capital | 413.000.000,00 | ||||
| 2. Total Legal Reserves (According to Legal Records) | 0,00 | ||||
| Information on privileges in dividend distribution, if any, in the Articles of Association: | There is no profit distribution privilege |
||||
| Based on Legal Records |
|||||
| 3. | Current Period Profit / Loss (-) | 640.410.610,00 | (237.708.888,82) | ||
| 4. | Taxes Payable (-) | 0,00 | 0,00 | ||
| 5. | Net Current Period Profit / Loss (-) (=) | 640.410.610,00 | (237.708.888,82) | ||
| 6. | Losses in Provious Years (-) | 0,00 | 0,00 | ||
| 7. | Primary Legal Reserve (-) | 0,00 | 0,00 | ||
| 8. | NET DISTRIBUTABLE CURRENT PERIOD PROFIT / LOSS (=) | 640.410.610,00 | -237.708.888,82 | ||
| 9. | Donations Made During The Year (+) | 7.055.220,00 | |||
| 10. | Donation-Added Net Distributable Current Period Profit / Loss (-) on wich First Dividend is Calculated |
647.465.830,00 | |||
| 11. | First Dividend to Shareholders | 0,00 | |||
| - Cash | 0,00 | ||||
| - Stock | 0,00 | ||||
| - Total | 0,00 | ||||
| 12. | Dividend Distributed to Owners of Privileged Shares | 0,00 | |||
| 13. | Other Dividend Distributed: - To the Members of the Board of Directors - To the Employees - To Persons Other than Shareholders |
0,00 | |||
| 14. | Dividend to Owners of Redeemed Shares | 0,00 | |||
| 15. | Second Dividens to Shareholders | 0,00 | |||
| 16. | General Legal Reserves | 0,00 | 0,00 | ||
| 17. | Statutory Reserves | 0,00 | |||
| 18. | Special Reserves | 0,00 | |||
| 19. | EXTRAORDIANRY RESERVES | 640.410.610,00 | -237.708.888,82 | ||
| 20. | Other Distributable Resources | 0,00 | 0,00 |
| SHARE GROUP |
TOTAL DIVIDEND AMOUNT | TOTAL DIVIDEND AMOUNT/ NET DISTRIBUTABLE CURRENT PERIOD PROFIT |
DIVIDEND CORRESPONDING TO SHARE WITH A NOMINAL VALUE OF 1 T L |
|||
|---|---|---|---|---|---|---|
| CASH (TL) | STOCK (TL) |
RATE (%) | AMOUNT (TL) | RATE (%) | ||
| NET | A | 0,00 | 0,00 | 0,00% | 0,00 | 0,0% |
| B | 0,00 | 0,00 | 0,00% | 0,00 | 0,0% | |
| TOTAL | 0,00 | 0,00 | 0,00% | 0,00 | 0,00% |
I hereby declare that I am a candidate to serve as an "independent member" within the Board of Directors of Seranit Granit Seramik Sanayi ve Ticaret Anonim Şirketi (the "Company") in accordance with the criteria set forth in the legislation, the articles of association, and Article 4.3.6. of the Annex to the Corporate Governance Communiqué No. II-17.1 issued by the Capital Markets Board. In that regard I also confirm that;
(originals signed)
I hereby declare that I am a candidate to serve as an "independent member" within the Board of Directors of Seranit Granit Seramik Sanayi ve Ticaret Anonim Şirketi (the "Company") in accordance with the criteria set forth in the legislation, the articles of association, and Article 4.3.6. of the Annex to the Corporate Governance Communiqué No. II-17.1 issued by the Capital Markets Board. In that regard I also confirm that;
(originals signed)
Born in 1950 in Çorum, Dr. Avni Çelik graduated from Ankara State Academy of Engineering and Architecture, Department of Civil Engineering. Having been active in business life since his university years, he co-founded Sinpaş Yapı Endüstrisi A.Ş. in 1974. In addition to the housing sector, Dr. Çelik has invested in the industrial, services, finance, and energy sectors. With nearly half a century of experience, he currently serves as the Chairman of the Board of Sinpaş Holding, a prominent Turkish conglomerate operating across 6 sectors with 52 companies and over 2,000 employees. Dr. Çelik is also the President of the High Advisory Council of GYODER, a Member of the Assembly of the Istanbul Chamber of Commerce, and a Member of the Board of Trustees at Istanbul Commerce University. He holds board and trustee positions in numerous professional associations and foundations.
Born in 1962 in Alaca, Çorum, Ahmet Çelik graduated from Gazi University, Faculty of Economics and Administrative Sciences, Department of Public Administration in 1988. He began his career at Sinpaş Yapı A.Ş. in 1987, working in the accounting department. Between 1992 and 2001, he served as Purchasing Manager and Deputy General Manager. From 2001 to 2007, he held the position of Deputy General Manager and simultaneously served on the boards of various group companies. In 2007, he was appointed General Manager of Sinpaş Yapı A.Ş., and since 2013, he has been serving as Vice Chairman of the Board across Group Companies. He has also been a Member of the Assembly of the Istanbul Chamber of Commerce since 2009 and has held roles such as Chairman and Member of the Soil Sector Committee, Member of the Construction Specialized Committee, and Chairman of the Board of Boğaziçi Foundation. He is currently the Chairman of the Alaca Education and Culture Foundation and Vice President of KONUTDER. He is a congress member of Fenerbahçe Sports Club.
Born in 1972 in Adana, Fatih Kıvanç graduated from the Faculty of Economics and Administrative Sciences at Marmara University. He later obtained his MBA from the University of North Carolina. Since 1997, he has served as Deputy General Manager responsible for marketing at Kıvanç Tekstil. Since 2007, he has also served as a Board Member at Acıbadem Educational Institutions, Boğaziçi Foundation, and Darende Education and Culture Foundation. Additionally, he is a member of various professional organizations, including the Corporate Governance Association of Turkey, Osmanbey Textile Businessmen Association, Turkish Clothing Manufacturers' Association, Ceramic Federation, and the Association of Construction Material Industrialists. Since 2017, he has been serving as a Board Member and Executive Member of the Board at Sinpaş Group Companies.
Born on January 1, 1967, in Çorum, Tufan Köse completed his primary education in Çorum and his secondary and high school education at Samsun Anatolian High School as a boarding student. He was admitted to Ankara University Faculty of Law in 1984 and graduated in 1988 with high honors, ranking 12th in his class. Following his military service, he worked as a freelance lawyer between 1990 and 2011. He has served as a founder and executive in various civil society organizations. Between 2011 and 2023, he was elected as a Member of Parliament from the Republican People's Party (CHP) for Çorum in the 24th, 25th, 26th, and 27th legislative terms. He also held positions within the party, including Provincial Chairman and Member of the High Disciplinary Board.
During his time in the Grand National Assembly of Turkey (GNAT), he served on the State Economic Enterprises Commission, Human Rights Commission, Security and Intelligence Commission, and the Justice Commission.
He also served as a Member of the GNAT Administrative Board during the 25th and 26th terms. Köse is married and has two children.
Erman Çete graduated from Boğaziçi University, Department of Business Administration in 2009. He completed his master's degree in Economics at Hacettepe University in 2015 and earned his law degree from Hacettepe University Faculty of Law in 2019.
He began his professional career in 2010 at the Capital Markets Board of Turkey (CMB) in the Department of Corporate Finance. Between 2019 and 2021, he served as Deputy Head of the same department. Until his departure from the CMB in September 2022, he held the position of Head of the Department of Intermediary Activities.
With over 15 years of public and private sector experience in capital markets, Mr. Çete has undertaken increasing responsibilities in various areas, including public offerings, debt instruments, structured finance products, financial restructuring projects, mergers and acquisitions (M&A), voluntary and mandatory tender offers, corporate governance practices, capital markets legislation, oversight of regulated institutions, financial reporting, and IFRS standards.
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