SASA POLYESTER SANAYİ A.Ş. — AGM Information 2020

Mar 17, 2020

SASA POLYESTER SANAYİ A.Ş.

INFORMATION DOCUMENT REGARDING THE 2019 ORDINARY GENERAL ASSEMBLY

MEETING DATED 7 APRIL 2020

Our Company’s 2019 Shareholders General Assembly Meeting will be held to discuss the agenda below on 7 April 2020, Tuesday, at 11:00, at the address of the Company headquarters as Yolgeçen Mahallesi Turhan Cemal Beriker Bulvarı No:559 01355 Seyhan / Adana

Our shareholders, whose shares are monitored by the Central Registry Agency in dematerialized form and who have the right to participate the general assembly meeting, may attend the meeting at the above mentioned address in person or through representatives or they may prefer to attend the meeting electronically in person or through representatives by using their secure electronic signature through the Electronics General Assembly System provided by the Central Registry Agency.

Shareholders can authorize their representatives by using Electronics General Assembly System or filling the below proxy form or the proxy form which is available at the Company headquarters and our company’s website addressed www.sasa.com.tr and notarizing their signature in line with provisions of the Capital Markets Board Communiqué numbered II- 30.1. Shareholders may also represent themselves through submitting signed proxy form with notarized signature circular of the shareholders.

For attending physical General Assembly Meeting;

 Real person shareholders should submit their ID card,

• Legal person shareholders should submit their representatives’ ID card and authorization documents,

• Real and legal person’s representatives should submit their ID card and representation documents,

 Representatives authorized through the Electronic General Assembly System should submit ID card and should sign the Present List.

Our shareholders, who attend the meeting electronically through the Electronics General Assembly System, can get information about procedures and principles of participation, authorization of representatives, making proposals, explanations and voting from the Central Registry Agency web site http://www.mkk.com.tr .

Our shareholders and their representatives, who attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of “ Regulation Regarding the Electronic General Assembly of the Joint Stock Company” published on the Official Gazette dated 28 August 2012 and numbered 28395 and “Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Joint Stock Company” published on the Official Gazette dated 29 August 2012 and numbered 28396.

The Financial Statements, The Board of Directors’ and Independent Audit Reports, Profit Distribution Proposal of the Board of Directors and Information Document Regarding General Assembly Meeting for the year 2019 are made available for the shareholders examination at the Electronic General Assembly System section of the Central Registry Agency web site, at the Investors Relation section of the company web site addressed www.sasa.com.tr at the above address of the Shareholders Relation Service of our Company at least 3 weeks before the meeting.

Our Shareholders are requested with respect to honor the meeting on mentioned day and time.

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SASA POLYESTER SANAYİ A.Ş.

Agenda of the Ordinary General Assembly Meeting to be held on Tuesday, April 07, 2020 at 11:00

1. Opening and election of Meeting Chairmanship,

2. Reading, discussion and approval of 2019 Activity Report prepared by the Company's Board of Directors,

3. Reading of Independent Audit Report Summary for 2019 accounting period,

4. Reading, discussion and approval of 2019 Financial Statements,

5. Acquittal of each Board Member for 2019 activities of the Company,

6. Determination of the number and office term of the Members of the Board of Directors, appointment of the members of the Board of Directors, appointment of the independent members of the Board of Directors,

7. Determination of the wages of the members of the Board of Directors and the rights such as honorarium, bonus and premium,

8. Determination of the use of 2019 profit / loss, the rate of profit and profit shares to be distributed,

9. Provided that the necessary approvals are obtained from the Capital Markets Board and the Ministry of Trade; submission to approval of the proposal of the Board of Directors concerning to make amendment to the 5th article entitled " Headquarter and Branches", to the 8th article entitled " Capital" and to the 10th article entitled "Issue of Various Stocks " , of the Company's Articles of Association,

10. Informing the General Assembly about the share purchase transactions carried out by the company in 2019,

11. Giving information to the General Assembly about donations and aids made in 2019,

12. Determining the limit of donations to be made by the company in 2020,

13. In accordance with the Turkish Commercial Code and Capital Markets Board regulations, to decide on the selection of the independent audit firm,

14. Providing the respective permissions to the Board of Directors Chairman and Members for performing the transactions stipulated under the Articles 395 and 396 of the Turkish Commercial Code

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PROXY FORM

SASA POLYESTER SANAYİ A.Ş.

I hereby appoint

introduced as detailed below as my proxy authorized to

represent me, to vote, to make proposals and to sign the required papers in line with the views I express below at the Ordinary General Assembly of Sasa Polyester Sanayi A.Ş. that will convene on April 7, 2020, Tuesday at 11:00 at the address of Yolgeçen Mahallesi Turhan Cemal Beriker Bulvarı No:559 01355 Seyhan / Adana

The Attorney’s () ;*

Name Surname / Trade Name : TR ID Number/ Tax ID Number, Trade Register and Number and MERSİS Number :

• (*)Foreign shareholders should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATION

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly;

• a) The attorney is authorized to vote according to his/her opinion.

• b) The attorney is authorized to vote on proposals of the attorney partnership management.

• c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark “Accept” or “Reject” box and if the shareholder marks the “Reject” box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

	I her repre Gene Maha The Name TR ID Regis ()Fo A) SC T se 1. a) b) c) In* In sh th	eby appoint sent me, to vote,
			to make propo	sals and to sign
		ral Assembly of S llesi Turhan Cem	asa Polyester Sa al Beriker Bulva	nayi A.Ş. that rı No:559 0135
		Attorney’s();* Surname / Trad	e Name	:
		Number/ Tax ID d Nb	Number, Trad d MERSİS N	e b
		er an umer reign shareholde	n u rs should subm	mer: it the equivalen
		OPE OF REPRE he scope of repre	SENTATION sentative powe	r should be def
		ctions 1 and 2. About the age	nda items of	General Asse
		The attorney is a Th tt i	uthorized to vo thid t	te according to t l
		e aorney s The attorney is a	uorze o v uthorized to vo	e on proposa te in accordanc
		structions: the event that t	he shareholder	chooses the (c)
		areholder marks e generalassem	the “Reject” b bly.	ox, then he/she
			Agenda	Items (*)		Accept	Reject	Dissenting Opinion
1.	O	peningand electi	on of MeetingC	hairmanship,
2. C	Re ompan	ading, discussion	and approval	of 2019 Activity	Report prepared by the
		y'sBoard of Dire	ctors,
3.	Re	adinof Indee	dent Audit Re	ort Summarf	or 2019 accounting period,
		g p		y
4.	Re	ading,discussion	and approval	of 2019 Financi	al Statements,
5.	Ac	quittal of each B	oard Member fo	r 2019 activitie	s of the Company,
6. Di th	De rector e inde	termination of th	e number and	office term of t	he Members of the Board of f Directors, appointment of
		s, appointment o pendent membe	f the members rs of the Board	of the Board o of Directors,
7. ri	De ghts s	termination of th	e wages of the	members of th	e Board of Directors and the
		uchashonorariu	m, bonus and p	remium,
8. sh	De ares t				rate of profit and profit
		termination of t o be distributed,	e use of 2019	profit / loss, th
9. B B H ar	Pr oard a oard o eadqu ticle e				ed from the Capital Markets al of the proposal of the the 5th article entitled " " Capital" and to the 10th any's Articles of Association,
		ovided that the n	ecessary appro	vals are obtain
		nd the Ministry o f Directors conce	f Trade; submi rning to make	ssion to approv amendment to
		arter and Branch ntitled "Issue of	es", to the 8th Various Stocks	article entitled ",of the Comp
1 ca	0. I rried	nforming the Ge	neral Assembly	about the shar	e purchase transactions
		out bythe compa	nyin 2019,
1 in	1. G 2019				ut donations and aids made
		iving informatio ,	n to the Genera	l Assembly abo
1	2.	Determiningthe li	mit of donation	s to be made b	ythe companyin 2020,
1 re	3. I gulati				e and Capital Markets Board ent auditfirm,
		n accordance wit tdid	h the Turkish C thlti	ommercial Cod fthidd
		ns, o ece o	e seecon	enepen
1 M of	4. P ember the T	idi h	i i	h
		rovng te res s for performing	ectve permss the transaction	ons to te Boa s stipulated un
		urkish Commerci	al Code
	( op 2	) All items in the inion for this dra . Special instru*	General Assem ft resolution sh ction related	bly Agenda should be listed. If the minority has a different draft resolution, the ould also be indicated in the proxy form. to other issues that may come up during General Assembly meeting and

• (*) All items in the General Assembly Agenda should be listed. If the minority has a different draft resolution, the

• opinion for this draft resolution should also be indicated in the proxy form.

2. Special instruction related to other issues that may come up during General Assembly meeting and

rights of minority:

• a) The attorney is authorized to vote according to his/her opinion.

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b) The attorney is not authorized to vote on these matters.

c) The attorney is authorized to vote for the items in accordance with the special instruction.

Special Instruction; The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

• B) The shareholder specifies the shares to be represented by the attorney by choosing one of thefollowing.

1. I hereby confirm that the attorney represents the shares specified in detail as below

a) Order and Serial (*):

• b) Number/Group (**):

• c) Amount-Nominal Value :

ç) Privilige on Vote or not:

d) Bearer- Registered (*):

• e) Ratio of the total shares/voting rights of the shareholder:

• (*)Such information is not required for dematerialized shares.

• (**)For dematerialized shares, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

SHAREHOLDER’S () ; Name Surname OR Tittle : TR ID Number/ Tax ID Number, Trade Register and Number and MERSİS Number : Address : Signiture :*

• (*)Foreign shareholders should submit the equivalent information mentioned above.

ADDITIONAL EXPLANATIONS WITHIN THE CONTEXT OF CAPITAL MARKETS BOARD REGULATIONS

Within the context of Capital Markets Board Corporate Governance Communiqué numbered II-17.1 and its attachment “Capital Markets Board Principles of Corporate Governance”, the information concerning the agenda articles has been presented below. General information has been presented to our shareholders in this section.

1. Shareholder Structure And Voting Rights

	Share in
Shareholder	Capital(TL)	Share in Capital(%)
Erdemoğlu Holding A.Ş.	521.271.850	62,80%
Merinos Halı San. ve Tic. A.Ş.	120.350.000	14,50%
Dinarsu İmalat ve Ticaret T.A.Ş.	62.250.000	7,50%
Other	126.128.150	15,20%
	830.000.000	100

There are no privileged shares.

2. Information About The Past Or Planned Changes That Can Affect Our Company’s Or Subsidiaries Operations

In 2019, there were no past or planned management and operational changes that can affect our company’s or subsidiaries’ operations.

3. Information About The Demands Of Shareholders, Capital Markets Board Or Other Public Authority For Adding New Article To Agenda

Any kind of demand has not been received for the ordinary general assembly meeting for 2019.

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SASA POLYESTER SANAYİ A.Ş. PROFIT DISTRIBUTION TABLE FOR 2019 (TL)

SASA POLYESTER SANAYİ A.Ş. PROFIT DISTRIBUTION TABLE FOR 2019 (TL)	SASA POLYESTER SANAYİ A.Ş. PROFIT DISTRIBUTION TABLE FOR 2019 (TL)	SASA POLYESTER SANAYİ A.Ş. PROFIT DISTRIBUTION TABLE FOR 2019 (TL)	SASA POLYESTER SANAYİ A.Ş. PROFIT DISTRIBUTION TABLE FOR 2019 (TL)
1.	Paid in Capital		830.000.000,00
2.	General Legal Reserves(Asper StatutoryRecords)		75.549.377,16
	Privilege inprofit distribution in accordance with the Articles of Association
		As per Capital Market Board	As per Statutory Records
3.	Profit	12.602.000,00	-80.181.009,84
4.	Taxes(-)	1.051.578.000,00	0,00
5.	Net Profit For the Period(Share of the Parent)	1.064.180.000,00	-80.181.009,84
6.	Previous Years’ Losses(-)	0,00
7.	General Legal Reserves(-)	0,00	0,00
8.	NET DISTRIBUTABLE PROFIT FOR THE PERIOD	1.064.180.000,00	-80.181.009,84
9.	Donations duringtheyear(+)	0,00
10.	Net Distributable Profit IncludingDonations	1.064.180.000,00
11.	First Category Dividend For Shareholders - Cash - Share - Total	0,00 0,00 0,00 0,00
12.	Dividends Distributed to the Privileged Shareholders	0,00
13.	Other Didivdens Distributed	0,00
	- Members of the Board of Directors
	- Employees
	- Non Shareholders	0,00
14.	Dividens Distributed to the Holders of Usufruct Right Certificates	0,00
15.	Second CategoryDividend For Shareholders	0,00
16.	General Legal Reserves	0,00
17.	Status Reserves	0,00	0,00
18.	Special Reserves (According to the Article 5/1-e of CorporateTax Law)	0,00	0,00
19.	ExtraordinaryReserves	1.064.180.000,00	0,00
20.	Other Resource Planned for Distribution -Previous Years’ Profit -Extraordinary Reserve -Other distributable reserves as per the legislation and Articles of Association	0,00 0,00 0,00	0,00 0,00 0,00

2019 DIVIDEND RATES TABLE

2019 DIVIDEND RATES TABLE	2019 DIVIDEND RATES TABLE	2019 DIVIDEND RATES TABLE	2019 DIVIDEND RATES TABLE	2019 DIVIDEND RATES TABLE	2019 DIVIDEND RATES TABLE
	TOTAL DIVIDEND AMOUNT		TOTAL DIVIDEND AMOUNT / NET DISTRIBUTABLE PROFIT FOR THE PERIOD	DIVIDEND FOR A SHARE WITH A NOMINAL VALUE OF 1 TL
	CASH (TL)	SHARES (TL)	RATIO (%)	AMOUNT (TL)	RATIO (%)
GROSS	0,00	0,00	0,00	0,00	0,00
NET(*)	0,00	0,00	0,00	0,00	0,00

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MEMBERS OF THE BOARD OF DIRECTORS

İbrahim ERDEMOĞLU

Erdemoglu was born in Adıyaman, Besni in 1962. From elementary school to high school, he completed his education in Gaziantep. He majored in Physics while receiving his university education in Karadeniz Technical University. He became involved in carpet business, which is the profession of his father’s, in 1983 with a single carpet loom. Following his graduation, Erdemoglu continued his carpet business which he began during his years in the university. Today, he serves as the Chairman of the Board of Directors in Erdemoglu Holding, which also includes Merinos brand that takes firm steps towards becoming a world brand.

Ali ERDEMOĞLU

He was born in Adıyaman, Besni in 1959. He graduated from elementary school in Besni. He began working at rugs and carpet looms, which is the profession of his father’s, from a young age without continuing his education. He became involved and present in all levels of production. Ali Erdemoglu, who has made significant contributions to Merinos brand since its beginning, continues to serve as the Chairman of the Board of Directors of Merinos Halı San. ve Tic. A.Ş.

Mehmet ŞEKER

Şeker, who was born in Gaziantep, completed her primary, secondary and high school education in Gaziantep. He graduated from the Faculty of Medicine of Çukurova University. Since 1993, Erdemoğlu has held various positions within the Holding. He made membership at 24th and 25th Term T.G.N.A.He is still a member of Erdemoğlu Holding Board of Directors.

Mehmet ERDEMOĞLU

He was born in Gaziantep, in 1985. He graduated from Elementary School and Middle School and High School in Gaziantep. He completed his university education at Machine Engineering Section of Koç University in year 2010. First, he began his career at Merinos Mobilya Tekstil Sanayi ve Ticaret A.Ş. which is one of the companies within the body of Erdemoğlu Holding. Today, he still continues as Member of the Board of Directors at the energy companies which is one of the line of works take place in within the body of the holding.

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CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname

: Kadir BAL

Date /Place of Birth : 11.01.1966, Yahyalı-Kayseri

Educational Background :

E		Institution Graduation
	ducation		Start-End Date
M	aster’s Degree	University of Ottawa, Ottawa-Canada Business - Finance	1997-2000
B	achelor’s Degree	Middle East Technical University, Ankara Mechanical Engineering	1984-1989
H	igh School	Yahyağazi Lisesi, Yahyalı–Kayseri (Ranked First in Class of 1984)	1981-1984

Work Experience:

Position	Institution	Start-End Date
DeputyUndersecretary	Ministryof Economy/ Finance	April 2017-March 2020
DirectorGeneral for Imports	Ministryof Economy	June 2014-April 2017
Acting Director General for Agreements	Ministry of Economy	January 2014-June 2014
Foreign TradeExpert	Ministry of Economy	February2012-January2014
Chief Commercial Counselor	Turkish Embassyin Washington	January2008-January2012
Deputy Director General for Imports	General Directorate of Imports	April 2004- January 2008
Head of Department	General Directorate of Imports	March 2001-April 2004
Assistant Commercial Counselor	Turkish Embassy in Ottawa	January 1997-July 2000
	General Directorate of Import
Foreign Trade Expert/ Assistant Foreign Trade Expert	Undersecretariat of Treasury and Foreign Trade /	January 1991-January 1997
	Undersecretariat of Foreign Trade
	TEMSAN /
	Türkiye Elektromekanik Sanayi
Mechanical Engineer	A.Ş. /	December 1989-January 1991
	Turkish Electromechanical
	IndustriesCO.

Foreign Language (s) : English

Marital Status : Married

Relation to the Company : He has no relationship with the company and related entities.

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CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname

: Mahmut BİLEN

Place /Date of Birth

: 1969, Ceyhan-Adana

Educational Background :

**Education **	**Institution Graduation **	Start-End Date
Visitor Academician	Universityof Illinois atUrbana-Champaign	2008-2010
Doctorate	Istanbul University, Faculty of Economics, Department of Economy	2002
Master’s Degree	Istanbul University, Faculty of Economics, Department of Economy	1994
Bachelor’s Degree	Istanbul University, Faculty of Economics, Department of Economy	1992
High School	Adana Erkek Lisesi	1988

Work Experience:

Position	Institution	Start-End Date
Professor	Sakarya University, Facultyof PoliticalSciences,EconomicsUSA	2016-........
Associate Professor	Sakarya University, Facultyof PoliticalSciences,EconomicsUSA	2011-2016
Assistant Professor	Sakarya University, Facultyof PoliticalSciences,EconomicsUSA	2002-2011
Research Assistant(Dr)	Sakarya University, Facultyof PoliticalSciences,EconomicsUSA	May-September 2002
Research Assistant	Sakarya University, Facultyof PoliticalSciences,EconomicsUSA	1993–2002

Foreign Language (s) : English Marital Status : Married

Relation to the company : He has no relationship with the company and related entities.

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CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname

: Haci Ahmet KULAK

Place /Date of Birth

: 1969, Besni-Adıyaman

Educational Background :

**Education **	**Institution Graduation **	Start-End Date
Master’s Degree	Gaziantep University GraduateSchool ofSocialSciences	2017
Bachelor’s Degree	Anadolu University, Facultyof Business Administration	-

Work Experience:

Work Experience	Date
Expert Witness	2017
Independent Auditor	2014
Independent Accountant and Financial Advisor	2001
Independent Accountant	1995

Marital Status

: Married

Relation to the company : He has no relationship with the company and related entities.

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