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SASA POLYESTER SANAYİ A.Ş. Proxy Solicitation & Information Statement 2020

Apr 7, 2020

5949_rns_2020-04-07_249b2b0c-8d81-4213-a5e9-ad042a917852.pdf

Proxy Solicitation & Information Statement

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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.


minutes ofthe generalassembly.
Agenda Items (*) Accept Reject
Dissenting
**Opinion **
1.Opening and electionof Meeting Chairmanship,
2.Reading, discussion and approval of 2019 Activity Report prepared by the
Company'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 of
Directors, appointment of the members of the Board of Directors, appointment of
theindependentmembers oftheBoard of Directors,
7.Determination of the wages of the members of the Board of Directors and the
rights suchashonorarium, 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", ofthe Company'sArticles of Association,
10.Informing the General Assembly about the share purchase transactions
carried out by the companyin 2019,
11.Giving information to the General Assembly about donations and aids made
in 2019,
12.Determining thelimit ofdonations to bemade by the companyin 2020,
13.In accordance with the Turkish Commercial Code and Capital Markets Board
regulations, to decide onthe selectionoftheindependent auditfirm,
14.Providing the respective permissions to the Board of Directors Chairman and
Members for performing the transactions stipulated under the Articles 395 and 396
oftheTurkishCommercialCode

(*) 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 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.

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