AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

SERANİT GRANİT SERAMİK SANAYİ VE TİCARET A.Ş.

Pre-Annual General Meeting Information Aug 15, 2025

10738_rns_2025-08-15_1f6a9395-1e3a-4617-9df9-9b3fa219a73e.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

SERANİT GRANİT SERAMİK SANAYİ VE TİCARET ANONİM ŞİRKETİ

INFORMATION DOCUMENT FOR THE GENERAL ASSEMBLY MEETING

1- INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

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,

SERANİT GRANİT SERAMİK SANAYİ VE TİCARET ANONİM ŞİRKETİ

BOARD OF DIRECTORS

2- AGENDA OF THE ORDINARY GENERAL ASSEMBLY FOR 2024

Friday, August 15, 2025 – 11:00

  • 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,
  • 2. Reading and discussion of the Board of Directors' Annual Activity Report for the 2024 fiscal year,
  • 3. Reading and discussion of the Independent Auditor's Report for the 2024 fiscal year,
  • 4. Reading, discussion, and submission for approval of the Financial Statements for the 2024 fiscal year,
  • 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,
  • 7. Election of members of the Board of Directors and determination of their terms of office,
  • 8. Determination of the remuneration for the members of the Board of Directors,
  • 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,
  • 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,
  • 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,
  • 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,
  • 13. Submission for approval of the Independent Audit Firm proposed by the Board of Directors for a one-year term,
  • 14. Wishes and closing remarks.

3- ADDITIONAL DISCLOSURES PURSUANT TO CAPıTAL MARKETS BOARD REGULATIONS

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%

3.1. SHAREHOLDER STRUCTURE OF SERANIT GRANIT SERAMIK SANAYI VE TICARET A. Ş.

(*) 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.

4- POWER OF ATTORNEY

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.

Of the Proxy (*);

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.

A-) SCOPE OF AUTHORITY TO REPRESENT

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.

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

  • a. The proxy is authorized to vote in line with his/her own opinion.
  • b. The proxy is authorized to vote in line with the suggestions of the partnership management.
  • c. The proxy is authorized to vote in accordance with the instructions given in the table below.

Instructions:

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,
2. Reading and discussion of the Board of Directors' Annual
Activity Report for the 2024 fiscal year,
3. Reading and discussion of the Independent Auditor's
Report for the 2024 fiscal year,
4. Reading, discussion, and submission for approval of the
Financial Statements for the 2024 fiscal year,
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,
7. Election of members of the Board of Directors and
determination of their terms of office,
8. Determination of the remuneration for the members of
the Board of Directors,
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,
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,
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,
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,
13. Submission for approval of the Independent Audit Firm
proposed by the Board of Directors for a one-year term,
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.

2. Special instruction on other issues that may arise at the General Assembly meeting and especially on the use of minority rights:

  • a. The proxy is authorized to vote in line with his/her own opinion.
  • b. The proxy is not authorized to represent in these matters.
  • c. The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy are specified here.

  • B-) The shareholder chooses one of the options below and specifies the shares he/she wants the proxy to represent.
  • 1. I approve the representation of my shares detailed below by the proxy.
  • a) Disposition and series: *
  • b) Number/Group: **
  • c) Quantity-Nominal value:
  • ç) Whether there is a voting privilege:
  • d) Whether it is a bearer share/registered share: *
  • e) Ratio of shareholder's total shares/voting rights:
    • * This information is not requested for the dematerialized shares.
    • ** For the dematerialized shares, information about the group, if any, will be given instead of the number.
  • 2. I approve the representation by the proxy of all of my shares in the list of shareholders who can attend the general assembly prepared by CRA the day before the general assembly day.

NAME SURNAME or TITLE OF THE SHAREHOLDER (*)

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.

SIGNATURE

5- EXPLANATORY NOTES ON THE AGENDA ITEMS OF THE GENERAL ASSEMBLY MEETING

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,

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.

2. Reading and discussion of the Board of Directors' Annual Activity Report for the 2024 fiscal year,

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.

3. Reading and discussion of the Independent Auditor's Report for the 2024 fiscal year,

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.

4. Reading, discussion, and submission for approval of the Financial Statements for the 2024 fiscal year,

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.

5. Discussion and submission for approval of the Board of Directors' proposal regarding the distribution of profit,

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.

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,

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.

7. Election of members of the Board of Directors and determination of their terms of office,

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.

8. Determination of the remuneration for the members of the Board of Directors,

The remuneration of the members of the Board of Directors will be determined.

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,

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:

VI – Prohibition of Transactions with the Company and Borrowing from the Company ARTICLE 395:

(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.

VII – Prohibition of Competition ARTICLE 396:

(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.

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,

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.

13. Submission for approval of the Independent Audit Firm proposed by the Board of Directors for a oneyear term,

The independent audit firm proposed by the Board of Directors for the year 2025 will be submitted to the approval of the General Assembly.

14. Wishes and closing remarks.

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.

SERANİT GRANİT SERAMİK SANAYİ VE TİCARET A. Ş

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

DIVIDEND RATE TABLE EXPLANATIONS OF SERANİT GRANİT SERAMİK SANAYİ VE TİCARET A. Ş. IN YEAR 2024

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%

DECLARATIONS OF INDEPENDENCE OF INDEPENDENT MEMBER CANDIDATES DECLERATION OF INDEPENDENCY

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;

  • ✓ I am not bankrupt, have not declared concordat, and there is no decision to postpone bankruptcy against me.
  • ✓ I am not one of the persons responsible for incidents that necessitated the revocation of one of the activity permits by the Board.
  • ✓ I have not been convicted of any offenses stipulated in the Capital Markets Law.
  • ✓ No liquidation decision has been rendered against myself or the entities of which I am a partner, in accordance with the Decree Law No. 35 on Transactions of Bankers in Financial Difficulty dated January 14, 1982, and its annexes.
  • ✓ Although the periods specified in Article 53 of the Turkish Penal Code No. 5237 dated September 26, 2004, have elapsed, I have not been sentenced to imprisonment for five years or more for an intentional crime, nor have I been convicted of crimes against the security of the state, crimes against the constitutional order and its functioning, embezzlement, extortion, bribery, theft, fraud, forgery, abuse of trust, fraudulent bankruptcy, rigging of a tender, rigging of the fulfillment of an obligation, hindering the functioning of the information system, destruction or alteration of data, misuse of bank or credit cards, laundering of assets derived from crime, smuggling, tax evasion, or unjust enrichment.
  • ✓ I do not have any overdue tax liabilities.
  • ✓ I have not been convicted of crimes regulated under the Law No. 6415 on the Prevention of Financing of Terrorism dated February 7, 2013.
  • ✓ I am not subject to a trading prohibition pursuant to the first paragraph (a) of Article 101 of the Capital Markets Law.

Additionally,

  • ✓ There has been no employment relationship, where I or my spouse and relatives up to the second degree of consanguinity and affinity, have held significant managerial positions with important duties and responsibilities, with the Company, the partnerships in which the Company has management control or significant influence, or the shareholders who have management control over the Company or significant influence, and the legal entities in which these shareholders have management control, within the last five years. Furthermore, I do not hold or have not held alone or together with others more than 5% of the capital or voting rights or privileged shares, or have had significant commercial relations.
  • ✓ Within the last five years, I have not been a partner (with a share of 5% or more), an employee in a significant managerial position with important duties and responsibilities, or a member of the board of directors, in any company from which the Company has significantly purchased or sold products or services (particularly including the Company's auditing, rating, and consultancy firms) under agreements made during the periods of such purchases or sales.
  • ✓ I have the professional education, knowledge, and experience to duly perform the duties that I will undertake as an independent board member.
  • ✓ Provided that it complies with the legislation to which they are subject, I will not work full-time in public institutions and organizations after being elected as a member, except for university teaching.
  • ✓ According to the Income Tax Law No. 193 dated December 31, 1960, I am considered a resident of Turkey.
  • ✓ I possess strong ethical standards, professional reputation, and experience that will allow me to make positive contributions to the Company's activities, maintain my impartiality in conflicts of interest between the Company and shareholders, and freely decide by considering the rights of stakeholders.
  • ✓ I can allocate time to the Company's affairs to follow the conduct of Company activities and fulfill the requirements of the duties I undertake.
  • ✓ I have not been a board member for more than six years within the last ten years at the Company.
  • ✓ I do not serve as an independent board member in more than three companies where the Company or the shareholders holding the management control of the Company have management control and in more than five companies in total that are traded on the stock exchange.
  • ✓ I have not been registered and announced on behalf of a legal entity elected as a board member.

Erman Çete

(originals signed)

DECLARATIONS OF INDEPENDENCE OF INDEPENDENT MEMBER CANDIDATES DECLERATION OF INDEPENDENCY

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;

  • ✓ I am not bankrupt, have not declared concordat, and there is no decision to postpone bankruptcy against me.
  • ✓ I am not one of the persons responsible for incidents that necessitated the revocation of one of the activity permits by the Board.
  • ✓ I have not been convicted of any offenses stipulated in the Capital Markets Law.
  • ✓ No liquidation decision has been rendered against myself or the entities of which I am a partner, in accordance with the Decree Law No. 35 on Transactions of Bankers in Financial Difficulty dated January 14, 1982, and its annexes.
  • ✓ Although the periods specified in Article 53 of the Turkish Penal Code No. 5237 dated September 26, 2004, have elapsed, I have not been sentenced to imprisonment for five years or more for an intentional crime, nor have I been convicted of crimes against the security of the state, crimes against the constitutional order and its functioning, embezzlement, extortion, bribery, theft, fraud, forgery, abuse of trust, fraudulent bankruptcy, rigging of a tender, rigging of the fulfillment of an obligation, hindering the functioning of the information system, destruction or alteration of data, misuse of bank or credit cards, laundering of assets derived from crime, smuggling, tax evasion, or unjust enrichment.
  • ✓ I do not have any overdue tax liabilities.
  • ✓ I have not been convicted of crimes regulated under the Law No. 6415 on the Prevention of Financing of Terrorism dated February 7, 2013.
  • ✓ I am not subject to a trading prohibition pursuant to the first paragraph (a) of Article 101 of the Capital Markets Law.

Additionally,

  • ✓ There has been no employment relationship, where I or my spouse and relatives up to the second degree of consanguinity and affinity, have held significant managerial positions with important duties and responsibilities, with the Company, the partnerships in which the Company has management control or significant influence, or the shareholders who have management control over the Company or significant influence, and the legal entities in which these shareholders have management control, within the last five years. Furthermore, I do not hold or have not held alone or together with others more than 5% of the capital or voting rights or privileged shares, or have had significant commercial relations.
  • ✓ Within the last five years, I have not been a partner (with a share of 5% or more), an employee in a significant managerial position with important duties and responsibilities, or a member of the board of directors, in any company from which the Company has significantly purchased or sold products or services (particularly including the Company's auditing, rating, and consultancy firms) under agreements made during the periods of such purchases or sales.
  • ✓ I have the professional education, knowledge, and experience to duly perform the duties that I will undertake as an independent board member.
  • ✓ Provided that it complies with the legislation to which they are subject, I will not work full-time in public institutions and organizations after being elected as a member, except for university teaching.
  • ✓ According to the Income Tax Law No. 193 dated December 31, 1960, I am considered a resident of Turkey.
  • ✓ I possess strong ethical standards, professional reputation, and experience that will allow me to make positive contributions to the Company's activities, maintain my impartiality in conflicts of interest between the Company and shareholders, and freely decide by considering the rights of stakeholders.
  • ✓ I can allocate time to the Company's affairs to follow the conduct of Company activities and fulfill the requirements of the duties I undertake.
  • ✓ I have not been a board member for more than six years within the last ten years at the Company.
  • ✓ I do not serve as an independent board member in more than three companies where the Company or the shareholders holding the management control of the Company have management control and in more than five companies in total that are traded on the stock exchange.
  • ✓ I have not been registered and announced on behalf of a legal entity elected as a board member.

Tufan Köse

(originals signed)

CURRICULA VITAE OF THE MEMBERS OF THE BOARD OF DIRECTORS

Dr. Avni Çelik – Chairman of the Board

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.

Ahmet Çelik – Vice Chairman of the Board

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.

Fatih Kıvanç, Board Member, CEO

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.

Tufan Köse, Independent Board Member

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, Independent Board Member

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.

Talk to a Data Expert

Have a question? We'll get back to you promptly.