Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SASA POLYESTER SANAYİ A.Ş. Proxy Solicitation & Information Statement 2026

Apr 10, 2026

5949_rns_2026-04-10_df9248e2-b2db-4c9d-8e75-df04d201653b.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

SASA POLYESTER SANAYİ A.Ş.
THE BOARD OF DIRECTORS' INVITATION

TO THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2025

Our Company’s Ordinary Shareholders General Assembly Meeting for the year 2025 will be held to discuss the agenda below on 5 May 2026, Tuesday, at 11:00, at the address of Sarıhamzalı Mahallesi Turhan Cemal Beriker Bulvarı No:559, Seyhan / Adana.

Shareholders, whose names are included in the shareholder list provided by the Central Registry Agency will be able to attend the General Assembly meeting. Our shareholders 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 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 the signed proxy form with the notarized signature circular of the shareholders.

For attending General Assembly meeting physically; all shareholders or their representatives should sign the list of attendance and

  • 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.

Our shareholders, who attend the meeting electronically through the Electronics General Assembly System, can get information about procedures and principles regarding participation, authorization of representatives, making proposals, expressing opinions and voting through the link of 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 on the General Assembly of Joint Stock Companies to be Held via Electronic Media” published on the Official Gazette dated 28 August 2012 and numbered 28395 and “Communiqué on Electronic General Assembly System to be Followed during the General Assembly Meetings of Joint Stock Companies” published on the Official Gazette dated 29 August 2012 and numbered 28396.

Our Company's Consolidated Financial Statements, Annual Activity Report of the Board of Directors, Independent Audit Reports, Profit Distribution Proposal of the Board of Directors, General Assembly Information Document for the year 2025 and compliance reports prepared within the scope of the Capital Markets Board Communiqué numbered II-17.1 on "Corporate Governance" 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 website addressed www.sasa.com.tr, on the Public Disclosure Platform at www.kap.org.tr, and also at the above address of the Investors Relations Unit of our Company at least three weeks before the meeting.

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

Page 1/20


SASA POLYESTER SANAYİ A.Ş.

Agenda of the Ordinary General Assembly Meeting for the Year 2025
to be held on Tuesday, May 5, 2026, at 11:00

  1. Opening and election of Meeting Chairmanship,
  2. Reading, discussion and approval of the Annual Report of the Board of Directors for the year 2025,
  3. Reading the summary of the Auditor's Reports for 2025 accounting period,
  4. Reading, discussion and approval of the Financial Statements for 2025 accounting period,
  5. Reading, discussion, and approval of the 2024 TSRS-Compliant Sustainability Report,
  6. Approval of the changes made in the Board of Directors during the year in accordance with Article 363 of the Turkish Commercial Code,
  7. Acquittal of each Board Member for 2025 activities of the Company,
  8. Determination of the use of 2025 profit and the dividend and earnings share rates to be distributed,
  9. Determination of the number and office term of the members of the Board of Directors, election of Board members according to the determined number of members, election of the Independent Board Members,
  10. Determination of the wages of the members of the Board of Directors and their rights including remunerations, bonuses and premiums,
  11. Decision on the selection of the Independent Audit Firm in accordance with the principles set forth in the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority (KGK), as well as the selection of the Sustainability Auditor for the Assurance Audit of the TSRS-Compliant Sustainability Report for 2026,
  12. Providing information on the transactions carried out under the Company’s expired share buyback program.,
  13. Providing information to the General Assembly about the donations and grants made in 2025,
  14. Determining the upper limit for donations to be made by the company in 2026,
  15. Providing information to the General Assembly about securities, pledge, mortgage and surety granted in favor of third parties in the year 2025 and the income and benefits thereof,
  16. Granting permission to the chairman and members of the Board of Directors to perform the transactions stipulated under the Articles 395 and 396 of the Turkish Commercial Code,

Page 2/20


PROXY FORM

TO THE BOARD OF DIRECTORS OF 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 5 May 2026, Tuesday, at 11:00, at the address of Sarıhamzalı Mahallesi Turhan Cemal Beriker Bulvarı No:559, 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.

No Agenda Items (*) Accept Reject Dissenting Opinion
1. Opening and election of Meeting Chairmanship,
2. Reading, discussion and approval of the Annual Report of the Board of Directors for the year 2025,
3. Reading the summary of the Auditor's Reports for 2025 accounting period,
4. Reading, discussion and approval of the Financial Statements for 2025 accounting period,
5. Reading, discussion, and approval of the 2024 TSRS-Compliant Sustainability Report,
6. Approval of the changes made in the Board of Directors during the year in accordance with Article 363 of the Turkish Commercial Code,
7. Acquittal of each Board Member for 2025 activities of the Company,
8. Determination of the use of 2025 profit and the dividend and earnings share rates to be distributed,
9. Determination of the number and office term of the members of the Board of Directors, election of Board members according to the determined number of members, election of the Independent Board Members,
10. Determination of the wages of the members of the Board of Directors and their rights including remunerations, bonuses and premiums,

Page 3/20


No Agenda Items (*) Accept Reject Dissenting Opinion
11. Decision on the selection of the Independent Audit Firm in accordance with the principles set forth in the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority (KGK), as well as the selection of the Sustainability Auditor for the Assurance Audit of the TSRS-Compliant Sustainability Report for 2026,
12. Providing information on the transactions carried out under the Company’s expired share buyback program,
13. Providing information to the General Assembly about the donations and grants made in 2025,
14. Determining the upper limit for donations to be made by the company in 2026,
15. Providing information to the General Assembly about securities, pledge, mortgage and surety granted in favor of third parties in the year 2025 and the income and benefits thereof,
16. Granting permission to the chairman and members of the Board of Directors to perform the transactions stipulated under the Articles 395 and 396 of the Turkish Commercial Code,
  1. 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.
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 INSTRUCTIONS; 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) Privilege 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 numbers.

  1. 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:

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


Page 5/20

ADDITIONAL EXPLANATIONS WITHIN THE CONTEXT OF CAPITAL MARKETS BOARD REGULATIONS

The additional explanations required to be made in accordance with the Corporate Governance Principle 1.3.1 stated in the Capital Markets Board Communique no.II-17.1 on "Corporate Governance", those related to the items of agenda have been presented below under the relevant agenda item. The other mandatory general explanations have been provided in this section for the information of our shareholders.

1. Information on the Shareholding Structure, Total Number of Shares and Voting Rights, Privileged Shares

The current issued capital of the Company is TRY 43,815,615,360.80 which is fully paid, and is divided into 4,381,561,536,080 shares, each with a value of 1 Kuruş (One kuruş-0,01 Turkish Lira). Each share with a nominal value of 1 Kuruş has one voting right at the General Assembly of Shareholders Meetings. There are no privileged shares in the capital of the Company.

The distribution of shares representing the company capital among shareholders is given in the table below.

Shareholder TRY Ratio (%)
Erdemoğlu Holding A.Ş. 23.342.030.169,20 53,27
Others 20.473.585.191,60 46,73
Total 43.815.615.360,80 100,00

2. Information on the Management and Operational Changes of Our Company or Subsidiaries Those Realized in the Past Accounting Period and Those may Materially Affect the Company's Planned Activities in the Next Accounting Periods

There are no management and operational changes of our Company or subsidiaries those realized in 2025 accounting period and planned that may significantly affect the company's operations in the next accounting periods.

3. Information on the Demands by Shareholders, Capital Markets Board or Other Public Authority to Add Items to the Agenda

No request has been made by shareholders, the Capital Markets Board or other public authorities to add additional items to the agenda for the Ordinary General Assembly meeting where the 2025 activities will be discussed.


Page 6/20

GENERAL EXPLANATIONS REGARDING THE AGENDA OF
THE ORDINARY GENERAL ASSEMBLY MEETING OF THE YEAR 2025
DATED 5 MAY 2026

1) Opening and Election of Meeting Chairmanship

The Meeting Chairmanship consisting of Meeting Chairman, Vote Collectors and a Minutes Clerk to govern the General Assembly meeting will be elected within the framework of the provisions of the “Turkish Commercial Code (TCC)”, “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives to be Present in These Meetings” (General Assembly Regulation) and “Internal Directive on Working Principles and Procedures of the General Assembly” of our Company.

2) Reading, Discussion and Approval of the Annual Report of the Board of Directors for the Year 2025

Within the framework of the related regulations of TCC, the General Assembly Regulation and the Capital Market Law (CML); the General Assembly will be informed about the Board of Directors’ 2025 Annual Activity Report, which has been submitted to the examination of our shareholders at our Company’s Headquarters, on the Public Disclosure Platform (PDP), on the Electronic General Assembly portal of Central Registry Agency (CRA) and on the website of the Company (http://www.sasa.com.tr) three weeks prior to the General Assembly meeting. The Annual Report will be submitted for evaluation and approval of our shareholders.

3) Reading the Summary of the Auditor’s Reports for 2025 Accounting Period

The General Assembly will be informed about the Independent Auditor Report for the year 2025, which is prepared by Güney Bağımsız Denetim ve SMMM A.Ş., and which has been submitted for the examination of our shareholders at our Company’s Headquarters, on PDP, on the Electronic General Assembly portal of CRA and on the website of the Company (http://www.sasa.com.tr) three weeks prior to the General Assembly meeting.

4) Reading, Discussion and Approval of the Financial Statements for 2025 Accounting Period

Within the framework of the related regulations of the TCC, the General Assembly Regulation and the Capital Market Law; the General Assembly will be informed about our 2025 Financial Statements, which have been submitted for the examination of our shareholders at our Company’s Headquarters, on PDP, on the Electronic General Assembly portal of CRA and on the website of the Company (http://www.sasa.com.tr) three weeks before the General Assembly meeting. They will be submitted for evaluation and approval of our shareholders.

5) Reading, Discussion and Approval of the 2024 TSRS-Compliant Sustainability Report

Within the framework of the Turkish Commercial Code, the General Assembly Regulation, and the relevant provisions of the Capital Markets Law, the 2024 TSRS-Compliant Sustainability Report, which was made available for the review of our shareholders three weeks prior to the General Assembly meeting at the Company’s headquarters, on the Public Disclosure Platform, on the Central Registry Agency’s Electronic General Assembly portal, and on the Company’s website (http://www.sasa.com.tr), will be presented with information to our shareholders for their consideration and approval.


6) Approval of the Change in the Board of Directors Pursuant to Article 363 of the Turkish Commercial Code

By resolution of the Board of Directors dated March 13, 2026, Mr. Güven KAYA resigned from his position as a member of the Board of Directors as of March 13, 2026, upon his own request, and Mr. İbrahim Mustafa TURHAN was appointed in his place. This appointment will be submitted to our shareholders at the General Assembly for their consideration and approval.

7) Acquittal of Each Board Member for 2025 Activities of the Company

Within the framework of the related regulations of the TCC, the General Assembly Regulation and the Capital Market Law; the acquittal of the members of the Board of Directors for the activities, transactions and accounts in 2025 will be submitted to the approval of the General Assembly.

8) Determination of the Use of 2025 Profit and the Dividend and Earnings Share Rates to Be Distributed

According to our financial statements for the accounting period of 01.01.2025-31.12.2025 which drawn up by our Company in compliance with Turkish Financial Reporting Standards within the framework of the Capital Markets Board Communiqué no.II-14.1, and audited by Güney Bağımsız Denetim ve SMMM A.Ş., a Consolidated Net Period Loss of TRY (21.985.009.000) has been obtained. The attached proposal of Dividend Distribution Table (Annex-1), prepared in line with the Company's Dividend Distribution Policy, medium and long-term strategies, investment and financing plans, will be submitted for the evaluation and approval of the General Assembly.

9) Determination of the Number and Office Term of the Members of the Board of Directors, Election of the Board Members According to the Determined Number of Members, Election of the Independent Board Members

Pursuant to Article 12 of the Articles of Association, our Company is managed and represented by a Board of Directors consisting of at least 5 and at most 12 members elected by the General Assembly. In accordance with the regulations of the CML, the TCC and the General Assembly Regulation, considering the principles regarding the election of the members of the Board of Directors set forth in our Articles of Association; the election of new members due to expired members of the Board of Directors and the determination of their terms of office will be submitted for evaluation and approval of the General Assembly. Furthermore, independent members will be elected in order to comply with the Capital Markets Board Communiqué no.II-17.1 on "Corporate Governance".

Mehmet Zeki Ertürk, Ayten Topalkara, Servi Sebi and Tuba Yağcı were determined as independent board member candidates with the decision taken by the Board of Directors upon the recommendation of the Corporate Governance Committee, which evaluated the submitted nomination proposals. The Capital Markets Board did not express any negative opinion for these independent board member candidates. Resumes and declarations of independence of independent board member candidates are included in Annex-2.

10) Determination of the Wages of the Members of the Board of Directors and Their Rights Including Remunerations, Bonuses and Premiums

The rights of the members of the Board of Directors including wages, remunerations, bonuses and premiums will be determined and submitted to the approval of the General Assembly.

Page 7/20


11) Decision on the Selection of the Independent Audit Firm in Accordance with The Principles Set Forth in the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, and the Regulations Of The Public Oversight, Accounting And Auditing Standards Authority, as well as The Selection of the Sustainability Auditor for the Assurance Audit of the TSRS-Compliant Sustainability Report For 2026

In accordance with the principles set forth under the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, as well as the regulations of the Public Oversight, Accounting and Auditing Standards Authority, the Board of Directors has resolved to propose Güney Independent Audit and CPA Inc. to the General Assembly for appointment as the auditor of the Company's financial reports for the fiscal year 2026, to carry out other activities within the scope of the relevant legislation, and to perform assurance auditing of the 2026 TSRS-Compliant Sustainability Report. This proposal will be submitted to the approval of the General Assembly.

12) Providing information on the transactions carried out under the Company's expired share buyback program

In 2025, within the scope of the previous share buyback program initiated by the Company pursuant to the Board of Directors' resolution dated March 8, 2024, a total of 114,750,000 shares were repurchased between April 15–22, 2025, at an average price of TRY 4.18 per share. The highest price paid for these repurchases was TRY 4.30, and all repurchases were financed from the Company's internal resources.

The buyback program approved at the Ordinary General Assembly held on April 24, 2025, has expired. Within the scope of this program, between April 25–May 9, 2025, a total of 174,500,000 shares were repurchased at an average price of TRY 3.98 per share. The highest price paid for these repurchases was TRY 4.23, and all repurchases were financed from the Company's internal resources.

As of December 31, 2025, the total nominal value of SASA shares held by the Company amounts to TRY 315,250,000, representing 0.7195% of the Company's total capital of TRY 43,815,615,360.80.

13) Providing Information to the General Assembly About the Donations and Grants Made in 2025

In accordance with Article 6 of the Capital Markets Board Communique no.II-19.1 on "Dividends" and the corporate governance principle numbered 1.3.10 annexed to the Corporate Governance Communique II-17.1, it is obligatory to present the donations made during the year to the information of the General Assembly.

In 2025, donations amounting to a total of TRY 547,000 were made, comprising TRY 500,000 to the Regional Directorate of Forestry and TRY 47,000 to the Çukurova Science and Art Center. These donations will be presented to the information of the shareholders.

14) Determining the Upper Limit for Donations to Be Made by the Company in 2026

In accordance with the 5th paragraph of Article 19 of the CML, the limit of the donations to be made in 2026 will be determined by the General Assembly.

Page 8/20


15) Providing Information to the General Assembly About Securities, Pledge, Mortgage and Surety Granted in Favor of Third Parties in the Year 2025 and the Income and Benefits Thereof

In accordance with Article 12 of the Capital Markets Board Communiqué no.II-17.1 on "Corporate Governance", our shareholders will be informed that there are no securities, pledge, mortgage or surety granted by our Company and its subsidiaries in favor of third parties in the year 2025, and that no income or benefits have been obtained thereof.

16) Granting Permission to the Chairman and Members of the Board of Directors to Perform the Transactions Stipulated Under the Articles 395 and 396 of the Turkish Commercial Code

Our members of the Board of Directors may perform transactions stipulated in the first paragraph of Article 395 entitled "Prohibition of Transactions with the Company and Prohibition of Borrowing Funds from the Company" and Article 396 entitled "Prohibition of Competition" of the TCC, only with the approval of the General Assembly. In accordance with the mandatory Corporate Governance Principle no.1.3.6 of the Capital Markets Board; in cases where shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with our Company or its subsidiaries thereof which may cause a conflict of interest, or/and conduct a transaction on behalf of themselves or a third party which is in the field of activity of our Company or its subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with our Company or its subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the General Assembly meeting on the matter and recorded in the minutes of meeting.

In order to satisfy these regulations; the granting of such permission will be submitted to the approval of our shareholders at the General Assembly, and also our shareholders will be informed that no action has been taken in 2025 within the scope of principle 1.3.6 of the Corporate Governance Communiqué.

ANNEXES:

Annex-1: 2025 Dividend Distribution Table

Annex-2: CVs of the candidates for the Board and Independence Declarations of the independent candidates

Page 9/20


Annex-1

PROFIT DISTRIBUTION TABLE FOR 2025

| SASA POLYESTER SANAYÍ A.Ş.
PROFIT DISTRIBUTION TABLE FOR 2025 (TL) |
| --- |
| 1. | Paid in Capital | | 43.815.615.360,80 |
| 2. | General Legal Reserves (As per Statutory Records) | 1.414.902.977,40 |
| | Privilege in profit distribution in accordance with the Articles of Association | None |
| | As per Capital Market Board | As per Statutory Records |
| 3. | Profit | (21.985.556.000,00) | (33.975.488.034,60) |
| 4. | Taxes (-) | 0,00 | 0,00 |
| 5. | Net Profit For the Period (Share of the Parent) | (21.985.556.000,00) | (33.975.488.034,60) |
| 6. | Previous Years' Losses (-) | 0,00 | 0,00 |
| 7. | General Legal Reserves (-) | 0,00 | 0,00 |
| 8. | NET DISTRIBUTABLE PROFIT FOR THE PERIOD | (21.985.556.000,00) | (33.975.488.034,60) |
| 9. | Donations during the year (+) | 547.000,00 | 0,00 |
| 10. | Net Distributable Profit Including Donations | (21.985.009.000,00) | (33.975.488.034,60) |
| 11. | First Category Dividend For Shareholders | 0,00 | |
| Cash | 0,00 |
| Share | 0,00 |
| Total | 0,00 |
| 12. | Dividends Distributed to the Privileged Shareholders | 0,00 |
| 13. | Other Didivens Distributed | 0,00 |
| | Members of the Board of Directors | 0,00 |
| | Employees | 0,00 |
| | Non Shareholders | 0,00 |
| 14. | Dividends Distributed to the Holders of Usufruct Right Certificates | 0,00 |
| 15. | Second Category Dividend For Shareholders | 0,00 |
| 16. | General Legal Reserves | 0,00 |
| 17. | Status Reserves | 0,00 |
| 18. | Special Reserves (According to the Article 5/1-e of Corporate Tax Law) | 0,00 |
| 19. | Extraordinary Reserves | 0,00 | 0,00 |
| 20 | Other Resource Planned for Distribution | 0,00 | 0,00 |
| Previous Years' Profit | 0,00 | 0,00 |
| Extraordinary Reserve | 0,00 | 0,00 |
| Other distributable reserves as per the legislation and Articles of Association | 0,00 | 0,00 |
| 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 | 0,00000 | 0,0000 |
| NET | 0,00 | 0,00 | 0,00 | 0,00000 | 0,0000 |


Annex-2

CANDIDATES FOR THE BOARD OF DIRECTORS
CURRICULUM VITAES AND INDEPENDENCE DECLARATIONS

Ibrahim ERDEMOĞLU

He was born in 1962 in Adıyaman Besni. He finished primary, secondary and high school in Gaziantep. He completed his university education at Karadeniz Technical University, Department of Physics. He started carpet weaving, which is his father's profession, in a single loom purchased in 1983. He continued the carpet business, which he started during his university education, after he finished school. Today, he continues his duty as the Chairman of the Board of Erdemoglu Holding A.Ş., which includes Merinos and Dinarsu brands, which is taking firm steps towards becoming a world brand.

Ali ERDEMOĞLU

He was born in 1959 in Adıyaman Besni. He finished primary school in Besni. He started to work at the rug and carpet looms, which was his father's profession, at a young age without continuing his education. He took part in all stages of production. Ali Erdemoglu, who has made great efforts in Merinos' past and present, also carries out his duty as the Chairman of the Board of Merinos Halı San. ve Tic. A.Ş.

Mehmet ERDEMOĞLU

He was born in Gaziantep in 1985. He finished primary, secondary and high school in Gaziantep. He completed his university education in Mechanical Engineering at Koç University, from which he graduated in 2010. He started his career at Merinos Mobilya Tekstil Sanayi ve Ticaret A.Ş. within Erdemoglu Holding A.Ş. He continues to serve as a Board Member in energy companies, one of the business lines within Erdemoglu Holding A.Ş.

Mehmet ŞEKER

Born in Gaziantep, Mehmet Şeker completed his primary, secondary and high school education in Gaziantep. He graduated from Çukurova University Faculty of Medicine. He has held various positions within Erdemoglu Holding A.Ş. since 1993. He served as the 24th and 25th term member of The Grand National Assembly of Türkiye. He is still a member of the Board of Directors of Erdemoglu Holding A.Ş.

Mustafa Kemal ÖZ

He was born in Hatay in 1974. He completed his undergraduate and graduate studies in the Department of Chemistry at Middle East Technical University. Having completed his doctorate in Çukurova University, Department of Chemistry, Mustafa Kemal Öz has held various positions within Sasa Polyester Sanayi A.Ş. since 1999. He held various positions within the company. He still works as the General Manager of the Company.

Ibrahim Mustafa TURHAN

Prof. Dr. İbrahim M. Turhan was born in Izmir in 1968. He is a graduate of Izmir St. Joseph French Middle School, Galatasaray High School, and Boğaziçi University. Having started his career in academia, Prof. Turhan served as a Member of the Monetary Policy Committee and Deputy Governor at the Central Bank of the Republic of Türkiye between 2004 and 2012. During this tenure, he represented Türkiye at the European Central Bank (ECB), IMF, and G-20 meetings. Between 2006 and 2011, he also served as a member of the Advisory Board for the Contemporary Turkish Studies Chair at the London School of Economics and Political Science (LSE) European Institute.

In 2012, he was appointed as the Chairman of the Istanbul Stock Exchange (then İMKB), where he spearheaded the establishment of Borsa Istanbul, serving as its founding Chairman and CEO. Between 2012 and 2015, Prof. Turhan also chaired the Board of Directors of the Istanbul Settlement and Custody Bank (Takasbank). In 2014, he was appointed as an independent board member of the State Pension Fund, established by the Government of Kazakhstan. In 2015, he was elected to the Grand National Assembly of Türkiye as a Member of Parliament for Izmir, where he served as the Vice Chairman of the Plan and Budget Committee until 2018. Since 2018, he has been the Managing Director of Quanta Financial Consultancy, which he founded. He is a Professor of Economics.

Page 11/20


Page 12/20

Kadir BAL

Kadir Bal was born in Kayseri in the district of Yahyalı in 1966. He graduated from Yahyagazi High School with the first place in 1984. He received his bachelor's degree from the Department of Mechanical Engineering at Middle East Technical University in 1989, and his master's degree in business administration (finance) from the University of Ottawa in 2000. He retired from the public sector (T.R. Ministry of Trade) in March 2020. In addition to his duties as an assistant foreign trade expert and foreign trade expert in the public sector, Bal also served as Head of Department of the General Directorate of Imports and Deputy General Manager, Deputy Trade Counselor in Ottawa, Chief Commercial Counselor in Washington, Deputy General Manager of Agreements, General Manager of Imports and Deputy Undersecretary.

Şahin ALBAYRAK

Şahin Albayrak was born on September 30, 1958, in Tunceli. He graduated from Technische Universität Berlin with a "Dipl-Inform." degree in Computer Science in 1987. He completed his Ph.D. at the same university in 1992 and received his habilitation degree in 2002. In 2011, he was awarded an honorary doctorate by Bahçeşehir University in Istanbul. In recognition of his outstanding contributions to German-Turkish cooperation in science, he was awarded the Federal Cross of Merit by the Federal Republic of Germany in 2014. Having held numerous significant academic and industrial positions throughout his career, Albayrak worked as a senior researcher at the Faculty of Computer Science at TU Berlin between 1994 and 2000. Since 2003, he has been a Full Professor at the same university, serving as the Head of the Chair of Agent Technologies in Business Applications and Telecommunication (AOT). Since 2000, he has been the Scientific Head and Executive Director of DAI-Labor, Germany's first Distributed Artificial Intelligence Laboratory. In addition to these roles, he continues to serve as the Chief Executive Director of GT-ARC (German-Turkish Advanced Research Center for ICT), Founder and Chairman of the Center for Tangible AI and Digitalization, Chairman of the Connected Living Association, and a Member of the Supervisory Board of Rheinmetall AG. Along with having served as a founding steering board member of Deutsche Telekom Innovation Laboratories from 2004 to 2018, he also acts as an advisor to German and Turkish ministries, as well as senior corporate executives.


Page 13/20

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname : Mehmet Zeki ERTÜRK

Place /Date of Birth : 25.12.1959, Malatya

Educational Background :

Education Institution Graduation Start-End Date
Bachelor’s Degree Faculty of Political Science, Ankara University 1984

Work Experience:

Position Institution Start-End Date
Advisor/Support Assystem ENVY Energy And Environmental Investments Inc December 2023 – Present
Board Member Karlimtaş May 2023 – December 2025
Board Member Mercedes Benz Otomotiv March 2021 – May 2024
Corporate Governance Consultancy Secretariat of Defence Industries (Republic of Türkiye) August 2017 – August 2023
Management Consultant Anka Danışma Grubu January 2013 – November 2016
CEO Gösterge Dış Ticaret Şirketi March 2004 – December 2012
Organization/Marketing Manager Datateknik Bilişim Sistemleri 1993 - 1997
International Relations Manager Petrol Ofisi 1990 - 1993

Foreign Language (s) : English

Marital Status : Married

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


Page 14/20

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname : Servi SEBE

Place /Date of Birth : 23.03.1964, İskenderun/Hatay

Educational Background :

Education Institution Graduation Start-End Date
Bachelor’s Degree Çukurova University, Department of Economics (English) 1983-1989
High School Iskenderun High School 1979-1982

Work Experience:

Position Institution Start-End Date
Director-Technical Service Ergo Sigorta A.Ş. Adana Bölge Müdürlüğü 01.2005-06.2013
Portfolio Manager Garanti Sigorta A.Ş. Çukurova Bölge Müdürlüğü 06.2003-01.2005
Deputy Regional Manager Demir sigorta A.Ş. Adana Bölge Müdürlüğü 02.2002-05.2003
Deputy Regional Manager Universal Sigorta A.Ş. Adana Bölge Müdürlüğü 01.1995-12.2001
Specialist (Damage service) Merkez sigorta A.Ş. Adana Bölge Müdürlüğü 02.1992-01.1995

Foreign Language (s) : English

Marital Status : Single

Relation to the company : She has no relationship with the company and related parties.


Page 15/20

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname : Ayten TOPALKARA

Place /Date of Birth : 16.11.1965, Uşak

Educational Background :

Education Institution Graduation Start-End Date
Bachelor’s Degree Dokuz Eylül University, Faculty of Economics and Administrative Sciences, Department of Business Administration 1988
High School Uşak High School 1984

Work Experience:

Position Institution Start-End Date
Financial Affairs Director Pakten Sağlık Ürün. San. ve Tic. A.Ş. 2005-2020
Financial Affairs Manager Erpaş Otomotiv A.Ş. 2003-2005
Certified Public Accountant Ayten Topalkara Smmm Bürosu 1996-2003
Accountant Portalin Meyve Suları A.Ş 1994-1999

Foreign Language (s) : English

Marital Status : Married

Relation to the company : She has no relationship with the company and related parties.


Page 16/20

CURRICULUM VITAE (INDEPENDENT MEMBER)

Name /Surname : Tuba YAĞCI

Place /Date of Birth : 30.07.1974, Gaziantep

Educational Background :

Education Institution Graduation Start-End Date
Bachelor’s Degree Gazi University, Faculty of Economics and Administrative Sciences, Public Administration September 1992-January 1997

Work Experience:

Position Institution Start-End Date
Branch Manager Burganbank Gaziantep Şube January 2010-November 2023
Branch Manager ABN Amro Bank (Royal Bank of Scotland), Gaziantep ube January 2008-January 2010
Branch Manager Türk Ekonomi Bankası, Gaziantep Şube January 2002-January 2008
Corporate Credit Marketing Pamukbank, Gaziantep Şube January 2000-January 2002
Foreign Exchange Specialist QNB Finansbank, Gaziantep Şube September 1996-January 2000

Foreign Language (s) : English

Marital Status : Married

Relation to the company : She has no relationship with the company and related parties.


Declaration For Independency

I hereby declare that I am a candidate for independent board membership on the Board of Directors of Sasa Polyester Sanayi A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board’s Communique (II-17.1) on Corporate Governance. In that regard I also confirm that;

a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had shareholding exceeding 5% directly or indirectly; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders,

b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,

c) My CV indicates that I have skills, knowledge and expertise relevant to the Company’s business and extensive experience to fulfill my duties as an independent board member,

d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,

e) I am deemed to be resident in Türkiye according to Revenue Tax Law No. 193 dated 31.12.1960,

f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,

g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,

h) I have not been on the board of the Company for more than six years within last ten years,

i) I am not serving as an independent board member in neither more than 3 corporations controlled by the company or its controlling shareholders nor in total more than 5 corporations listed in Borsa Istanbul,

j) I am not registered in the name of any legal entity elected as a board member.

I submit it to the information of the Board of Directors, the General Assembly, our shareholders and all stakeholders.

Mehmet Zeki ERTÜRK

Page 17/20


Declaration For Independency

I hereby declare that I am a candidate for independent board membership on the Board of Directors of Sasa Polyester Sanayi A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board’s Communique (II-17.1) on Corporate Governance. In that regard I also confirm that;

a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had shareholding exceeding 5% directly or indirectly; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders,

b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,

c) My CV indicates that I have skills, knowledge and expertise relevant to the Company’s business and extensive experience to fulfill my duties as an independent board member,

d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,

e) I am deemed to be resident in Türkiye according to Revenue Tax Law No. 193 dated 31.12.1960,

f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,

g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,

h) I have not been on the board of the Company for more than six years within last ten years,

i) I am not serving as an independent board member in neither more than 3 corporations controlled by the company or its controlling shareholders nor in total more than 5 corporations listed in Borsa Istanbul,

j) I am not registered in the name of any legal entity elected as a board member.

I submit it to the information of the Board of Directors, the General Assembly, our shareholders and all stakeholders.

Ayten TOPALKARA

Page 18/20


Declaration For Independency

I hereby declare that I am a candidate for independent board membership on the Board of Directors of Sasa Polyester Sanayi A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board’s Communique (II-17.1) on Corporate Governance. In that regard I also confirm that;

a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had shareholding exceeding 5% directly or indirectly; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders,

b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,

c) My CV indicates that I have skills, knowledge and expertise relevant to the Company’s business and extensive experience to fulfill my duties as an independent board member,

d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,

e) I am deemed to be resident in Türkiye according to Revenue Tax Law No. 193 dated 31.12.1960,

f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,

g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,

h) I have not been on the board of the Company for more than six years within last ten years,

i) I am not serving as an independent board member in neither more than 3 corporations controlled by the company or its controlling shareholders nor in total more than 5 corporations listed in Borsa Istanbul,

j) I am not registered in the name of any legal entity elected as a board member.

I submit it to the information of the Board of Directors, the General Assembly, our shareholders and all stakeholders.

Servi SEBE

Page 19/20


Declaration For Independency

I hereby declare that I am a candidate for independent board membership on the Board of Directors of Sasa Polyester Sanayi A.Ş. (“Company”) under related regulations, Articles of Association of the Company and the criteria stated in the Capital Markets Board’s Communique (II-17.1) on Corporate Governance. In that regard I also confirm that;

a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been; employed by as a key management personnel; has not had shareholding exceeding 5% directly or indirectly; or has not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders controlling the Company or having material effect over the Company and all entities controlled by those shareholders,

b) In the last five years, I am not or have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or did not have shareholding exceeding 5% of an entity which has had a contractual relationship with the Company for a material business transaction including audit (including tax audit, legal audit, and internal audit) rating or consulting services during the terms in which the goods or services were provided,

c) My CV indicates that I have skills, knowledge and expertise relevant to the Company’s business and extensive experience to fulfill my duties as an independent board member,

d) After my election I will not work full time in a Turkish governmental or public institution, except for the faculty membership under relevant regulations,

e) I am deemed to be resident in Türkiye according to Revenue Tax Law No. 193 dated 31.12.1960,

f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,

g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,

h) I have not been on the board of the Company for more than six years within last ten years,

i) I am not serving as an independent board member in neither more than 3 corporations controlled by the company or its controlling shareholders nor in total more than 5 corporations listed in Borsa Istanbul,

j) I am not registered in the name of any legal entity elected as a board member.

I submit it to the information of the Board of Directors, the General Assembly, our shareholders and all stakeholders.

Tuba YAĞCI

Page 20/20