SASA POLYESTER SANAYİ A.Ş. — AGM Information 2020

Mar 13, 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.

1

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

2

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.

Agenda Items (*)	Accept	Reject	Dissenting**Opinion **
**1.**Opening and electionof Meeting Chairmanship,
**2.**Reading, discussion and approval of 2019 Activity Report prepared by theCompany'sBoard of Directors,
**3.**Reading of IndependentAuditReport Summaryfor 2019 accounting period,
**4.**Reading, discussionand approvalof 2019FinancialStatements,
**5.**Acquittalofeach BoardMember for 2019 activities ofthe Company,
**6.**Determination of the number and office term of the Members of the Board ofDirectors, appointment of the members of the Board of Directors, appointment oftheindependentmembers oftheBoard of Directors,
**7.**Determination of the wages of the members of the Board of Directors and therights suchashonorarium, bonus and premium,
**8.**Determination of the use of 2019 profit / loss, the rate of profit and profitshares to be distributed,
**9.**Provided that the necessary approvals are obtained from the Capital MarketsBoard and the Ministry of Trade; submission to approval of the proposal of theBoard of Directors concerning to make amendment to the 5th article entitled "Headquarter and Branches", to the 8th article entitled " Capital" and to the 10tharticle entitled"Issue of Various Stocks", ofthe Company'sArticles of Association,
**10.**Informing the General Assembly about the share purchase transactionscarried out by the companyin 2019,
**11.**Giving information to the General Assembly about donations and aids madein 2019,
**12.**Determining thelimit ofdonations to bemade by the companyin 2020,
**13.**In accordance with the Turkish Commercial Code and Capital Markets Boardregulations, to decide onthe selectionoftheindependent auditfirm,
**14.**Providing the respective permissions to the Board of Directors Chairman andMembers for performing the transactions stipulated under the Articles 395 and 396oftheTurkishCommercialCode

• (*) 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.

3

• 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 the following. 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)	ShareinCapital(%)
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.

4

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 in profit distribution in accordance with the Articles of Association
		As per CapitalMarket Board	As per StatutoryRecords
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	0,000,000,000,00
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 RightCertificates	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 ofCorporateTax 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 andArticles of Association	0,000,000,00	0,000,000,00

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 DIVIDENDAMOUNT / NETDISTRIBUTABLE PROFITFOR THE PERIOD	DIVIDEND FOR A SHARE WITHA 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

5