MINUTES OF THE 2024 ORDINARY GENERAL ASSEMBLY MEETING OF SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ (SDT SPACE AND DEFENSE TECHNOLOGIES INC.) HELD ON APRIL 28, 2025
The 2024 Ordinary General Assembly Meeting of SDT Uzay ve Savunma Teknolojileri Anonim Şirketi ("Company") was duly convened on April 28, 2025, at 10:00 a.m., at the Bilkent Hotel and Conference Center, located at Üniversiteler Mahallesi, İhsan Doğramacı Bulvarı No: 6, Bilkent, Çankaya, Ankara. The meeting was conducted under the supervision of Ministry Representative Mr. Mutullah KILIÇ, appointed by virtue of the letter dated [April] [25 th, 2024, and numbered E.94566553-431.03-00108572849, issued by the Ankara Provincial Directorate of Commerce of the Governorship of Ankara.
The invitation to the 2024 Ordinary General Assembly Meeting, along with the meeting agenda prepared in accordance with the applicable legislation and the Company's Articles of Association, was duly announced within the prescribed legal period. Notifications were published on the Public Disclosure Platform (www.kap.gov.tr) on 27.03.2025 at 16:20, in the Turkish Trade Registry Gazette dated 02.04.2025 and numbered 11303, on the Company's official website (www.sdt.com.tr), and through the Electronic General Assembly System of the Central Registry Agency Inc. (CRA). It was confirmed that all documents required by relevant legislation and the Internal Directive on the Working Principles and Procedures of the General Assembly were properly prepared and made available in full at the meeting venue.
Upon examination of the attendance list, it was duly noted that a total nominal value of TL 58,000,000 in shares was represented at the meeting, consisting of TL 7,500,000 in Group A shares and TL 50,500,000 in Group B shares. Additionally, a total nominal value of 45.833.825 TL in shares was represented, of which TL 37.950.235 was held in duly. Consequently, it was ascertained that the minimum quorum required by the applicable laws and the Company's Articles of Association was satisfied. The meeting was then formally opened by the Chairman of the Board of Directors, Mr. Mehmet DORA, at 10:03 a.m., convened simultaneously in both electronic and physical formats. Mr. DORA confirmed the presence of the following Board Members: Mustafa Fatih ÜNAL, Beril DORA, Mehmet Veysel YAYAN, Necip Yalçın PEHLİVANTÜRK, and the Company's Independent Auditor, Ömer ÇEKİÇ. The meeting then proceeded with the deliberation of the agenda items.
1. Pursuant to Article 1 of the agenda, the proposal for the election of Mr. Mehmet DORA as Chairman of the Meeting was duly submitted to the General Assembly for approval. The proposal was unanimously ratified. Subsequently, Mr. Mehmet DORA, having been elected Chairman, delivered his opening address. He then constituted the Meeting Presidency by appointing Ms. Aslı ÇIRAGÜL as the Minutes Clerk and Ms. Safiye DURAK as the Vote Collector, in strict accordance with the provisions of Article 419 of the Turkish Commercial Code. In order to ensure the proper execution of the technical procedures within the Electronic General Assembly System (EGKS) during the course of the meeting, Ms. Emel KOÇAK, who holds the requisite Electronic General Assembly System Certificate issued by the Central Registry Agency, was duly appointed by the Chairman of the Meeting as an expert responsible for the operation and management of the EGKS throughout the proceedings.
The agenda items, as previously disseminated, were presented to the General Assembly for review. In the absence of any requests for amendments to the order of discussions, the agenda was addressed in the sequence originally prescribed.
2. Pursuant to the second item of the agenda, the proposal put forward by Mr. Mehmet DORA, whereby the Board of Directors' Annual Report for the fiscal year 2024 be deemed to have been read, was presented to the General Assembly.
This proposal was based on the fact that the report had been duly made accessible for shareholder review via the Public Disclosure Platform (KAP), the Company's official website, and the CRA E-General Assembly system, in conjunction with the announcement of the General Assembly Meeting. The proposal was submitted for approval and was unanimously ratified by the General Assembly. Subsequently, the Board of Directors' Annual Report was presented for discussion. In the absence of any interventions or requests to address the Assembly, the report was then put to a vote and received unanimous approval.
- 3. Pursuant to the third item on the agenda, the summary of the Independent Auditor's report for the fiscal year 2024 was duly made accessible to shareholders for review on the Public Disclosure Platform, the Company's official website, and the CRA E-General Assembly system, in conjunction with the announcement of the General Assembly Meeting. Mr. Ömer ÇEKİÇ, the Independent Auditor, then proceeded to read the summary of the Independent Audit Report to the General Assembly. The report was thereafter opened for discussion. In the absence of any requests to address, and as this agenda item did not require a vote, it was considered passed without a formal vote.
- 4. In accordance with the fourth item on the agenda, the 'Financial Statements (Balance Sheet and Income-Expense Accounts) for the fiscal year 2024 were duly made available for review by the shareholders through the Public Disclosure Platform (KAP), the Company's official website, and the CRA E-General Assembly system, concurrently with the announcement of the General Assembly Meeting. The proposal, put forward by Mr. Mehmet DORA, to consider the Financial Statements as having been read, was submitted to the General Assembly for approval and was unanimously endorsed by the participants. Subsequently, the 'Financial Statements (Balance Sheet and Income-Expense Accounts) for the 2024 fiscal period were opened for discussion. In the absence of any requests to take the floor, the Financial Statements were put to a formal vote and were unanimously approved by the General Assembly.
- 5. Pursuant to the fifth item on the agenda, the proposal to release the members of the Board of Directors from liability for their actions, transactions, and accounts related to the fiscal year 2024, in accordance with the provisions set forth in the Turkish Commercial Code (TCC) and the relevant regulatory framework, was submitted to the General Assembly for approval. Following due consideration, the proposal was approved, and the members of the Board of Directors were formally discharged from their duties for the year 2024 by unanimous vote. It is duly noted that the members of the Board of Directors abstained from voting on their own discharge.
- 6. In accordance with the proposal put forth by Mr. Mehmet DORA, pursuant to the sixth item of the agenda, the General Assembly was presented with the proposal for the composition of the Board of Directors to consist of five members, two of whom are to be independent, with a term of office of two years, to serve until the General Assembly convenes to review the activities for the fiscal year 2025. Additionally, the proposal included the election of Mr. Mehmet DORA, Mr. Mustafa Fatih ÜNAL, and Ms. Beril DORA as members of the Board of Directors. This proposal was put to the General Assembly and was unanimously approved by the participants.
With regard to the election of independent members, Mr. Mehmet Veysel YAYAN, one of the four independent Board member candidates nominated by the Board of Directors and publicly disclosed in accordance with the Corporate Governance Principles, was approved by unanimous vote. Mr. Necip Yalçın PEHLİVANTÜRK was likewise approved by unanimous vote. In contrast, the candidacies of Mr. Soner ALTAŞ and Mr. Okan EROL were both unanimously rejected.
7. In accordance with the seventh item of the agenda, the profit distribution table, which was approved by the Board of Directors in its meeting held on 27 March 2025 concerning the profit distribution for the fiscal year 2024, was submitted to the General Assembly for informational purposes.
In line with the provisions of the applicable capital markets legislation, Article 16 of the Company's Articles of Association, and the Company's Dividend Distribution Policy, the Board of Directors has reviewed the financial statements for the accounting period 1 January 2024 - 31 December 2024. These financial statements were prepared in compliance with the TAS/TFRS standards and audited by RAM Bağımsız Denetim ve Danışmanlık Anonim Şirketi, and were presented alongside the legal records.
Based on the analysis of these documents, the profit distribution table reflects the following key figures:
- a) According to the financial statements prepared in accordance with TFRS, the Net Profit for the Period amounts to TL 9,920,203. No charitable donations were made during the year 2024. The Net Distributable Profit for the Period for the accounting period 01.01.2024 - 31.12.2024 is thus calculated to be TL 9,920,203.
- b) For the same accounting period, as reflected in the financial records prepared in accordance with the Legal Records and adjusted for inflation, the Net Period Profit is TL 226,632,631.34, with no recorded Period Tax Expense. Furthermore, in accordance with Article 519 of the Turkish Commercial Code (TCC), the amount required for the General Legal Reserves has already been fully allocated. Therefore, no additional reserves need to be set aside, and the Net Distributable Profit for the Period remains at TL 226,632,631.34.
In light of the information provided above, the following resolutions were presented for approval:
- As part of the dividend distribution, based on the financial statements prepared in accordance with TFRS for the accounting period from 01 January 2024 to 31 December 2024, the amount of TL 9,920,203, which represents 100% of the distributable net profit for the period, shall be allocated as dividends.
- The remaining balance of TL 216,712,428.34 in the Legal Records after the dividend distribution will be transferred to Retained Earnings.
- The dividend shall be paid in two equal instalments. The Board of Directors is hereby authorized to determine the precise dates for the dividend distribution, considering the cash flow of the Company. The Board of Directors will establish the specific dates for the cash dividend distribution, with such dates to be communicated at least fifteen days in advance. The official announcement will be made via a material event disclosure on the Public Disclosure Platform.
The proposal, as presented by Mr. Mehmet DORA, was read and unanimously approved by the participants.
- 8. In accordance with the eighth item of the agenda, the General Assembly was duly informed that, within the framework of the Corporate Governance Principles, the total remuneration paid in 2024 to the members of the Board of Directors and Senior Management amounted to TL 24,181,715. This information was presented to the General Assembly for its review and was unanimously approved.
- 9. Pursuant to the ninth item of the agenda, a proposal was presented by Mr. Mehmet DORA concerning the determination of the monthly net attendance fee to be paid to the members of the Board of Directors of the Company.
It was proposed to the General Assembly that the Board of Directors be authorized to establish a monthly net attendance fee for its members, with a maximum limit of TL 450,000 (Four Hundred and Fifty Thousand Turkish Liras) per month. Additionally, the Board of Directors was granted the authority to allocate and distribute the said fee among its members in accordance with a decision to be made by the Board. The proposal was accepted by a majority vote of those present (45,750,235 votes in favour, against 83,590 votes against).
- 10. Pursuant to Article 10 of the agenda, and within the framework of the Turkish Commercial Code and the Capital Markets Law, the General Assembly resolved to approve the appointment of RAM Bağımsız Denetim ve Danışmanlık A.Ş., as designated by the Board of Directors, to carry out the independent audit of the Company's financial statements for the fiscal year 2025. Additionally, the assignment of ANY Partners Bağımsız Denetim A.Ş to provide supplementary assurance and consultancy services—within the scope of relevant regulations and including, but not limited to, sustainability assurance audits, if required—for the fiscal years 2024 and 2025, in relation to reports to be prepared in accordance with the Turkish Sustainability Reporting Standards issued by the Public Oversight, Accounting and Auditing Standards Authority, was submitted to the approval of the General Assembly and was unanimously approved.
- 11. Pursuant to Article 11 of the agenda, the General Assembly was informed of the donations made by the Company during the year 2024. In order to determine the Company's authority to make donations and grants in 2025, as well as to set the maximum allowable limit for such transactions, the proposal submitted by Mr. Mehmet DORA—stating that the upper limit for donations and grants to be made by the Company in 2025 shall be set at a maximum of 0.146% of the Company's total equity as of 31.12.2024 (corresponding to TL 2,692,536 as of yearend), and that the Board of Directors be authorized to execute donations and grants within this limit—was submitted to the approval of the General Assembly. The proposal was accepted by a majority vote of those present (45,750,235 votes in favour, against 83,590 votes against).
- 12. Pursuant to Article 12 of the agenda, the General Assembly was duly informed that, during the fiscal year, the Company did not provide any guarantees, pledges, or mortgages on behalf of third parties, nor did it generate any income or gain any benefit from such transactions. As this item was included on the agenda for disclosure purposes only, no resolution was required, and the item was accordingly concluded without a vote.
- 13. Pursuant to the 13th item on the agenda, the General Assembly considered the proposal to grant authorization, in accordance with Articles 395 and 396 of the Turkish Commercial Code, to shareholders who have control over the Company's management, members of the Board of Directors, senior managers, and their spouses and relatives by blood or marriage up to the second degree, to engage in transactions with the Company that fall within the scope of
respective provisions. The proposal was unanimously approved by the shareholders present. Furthermore, in line with the requirements of the Corporate Governance Communiqué issued by the Capital Markets Board, the shareholders were informed that no transactions within the scope of this authorization were undertaken during the 2024 fiscal year.
- 14. Pursuant to the 14th item of the agenda, the General Assembly was duly informed of the transactions executed by shareholders who control the management of the Company, members of the Board of Directors, managers with administrative responsibilities, as well as their spouses and immediate family members (up to the second degree of consanguinity or affinity), in accordance with Corporate Governance Principle No. 1.3.6 as outlined in the annex of the Capital Markets Board's Corporate Governance Communiqué (II-17.1). As this agenda item was presented exclusively for informational purposes and did not necessitate a resolution, it was not subject to a vote and was therefore closed without formal approval.
- 15. The Chairman, Mr. Mehmet DORA, called for any final remarks or opinions from the attendees. As no one expressed a wish to take the floor, the Chairman confirmed that all agenda items had been duly addressed and that the meeting quorum had been upheld throughout the duration of the meeting. He then extended his best wishes to all participants and officially declared the meeting closed.
The minutes of the meeting were duly prepared and signed at the meeting venue on 28 April 2025.
Date: 28 April 2025 Time:10:35 Location: Çankaya, Ankara
Mehmet DORA Chairman of the Meeting Mutullah KILIÇ Ministry Representative
Aslı ÇIRAGÜL Minutes Clerk
Safiye DURAK Vote Collector