Pre-Annual General Meeting Information • May 9, 2025
Pre-Annual General Meeting Information
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The Company's Ordinary General Assembly Meeting is scheduled to take place on Tuesday, Monday 28, 2025, at 10:00 a.m. The venue for the meeting will be the Bilkent Otel ve Konferans Merkezi, located at Üniversiteler Mah. İhsan Doğramacı Bulvarı No: 6 Bilkent / Çankaya / ANKARA (Tel: +90 (0312) 210 10 15). The purpose of the meeting is to review the activities of the year 2024 and to discuss and resolve the agenda outlined below.
The 2024 Annual Report, which includes the Financial Statements, Independent Audit Report, and explanations regarding the proposal for Dividend Distribution, along with a Detailed Information Note offering essential clarifications for compliance with these agenda items and Capital Markets Board regulations, will be provided for review by Shareholders. This will be done three weeks prior to the meeting, ensuring full compliance with legal requirements. Shareholders can access these documents at the Company Headquarters, the Company's official website at www.sdt.com.tr, and via the Electronic General Assembly system of the Central Registry Agency. Shareholders unable to attend the meeting in person, while ensuring that the rights and obligations of those attending electronically are upheld, must arrange proxies as outlined in the sample provided below. Alternatively, they may obtain a proxy form from the Company units or from the corporate website at www.sdt.com.tr address. The completed proxy form should then be submitted to the Company, adhering to the guidelines specified in the "Communiqué on Voting by Proxy and Proxy Solicitation by Invitation," numbered II-30.1, which came into effect upon publication in the Official Gazette dated December 24, 2013, and numbered 28861.
Proxy appointments made electronically via the Electronic General Assembly System do not mandate the submission of a power of attorney document. Proxies must adhere to the specified sample power of attorney as outlined in the Communiqué; failure to comply will result in nonacceptance due to our legal obligations. Shareholders intending to cast their votes through the Electronic General Assembly System are kindly advised to acquire necessary information from the Central Registry Agency, the company's official website at www.sdt.com.tr, or the Company Headquarters (Tel: +90 (0312) 210 10 15) to ensure compliance with relevant regulations and communiqué provisions.
In accordance with Article 415, Paragraph 4 of the New Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the entitlement to participate and vote at the General Assembly does not hinge on the submission of share certificates. Hence, shareholders are not required to immobilize their shares if they intend to attend the General Assembly Meeting. As for the voting process on the agenda items during the Ordinary General Assembly Meeting, the open voting method via raising hands will be employed, without prejudice to the provisions governing electronic voting. This information is provided for the attention of our esteemed shareholders.
Company Address : Üniversiteler Mahallesi İhsan Doğramacı Bulvarı No:37/1 Çankaya -ANKARA Trade Registry and No : Ankara /200761 Mersis No : 0757030831100016
Commencement and selection of the Meeting Presidium; empowering the Meeting Presidium to authenticate the minutes of the General Assembly Meeting.
Review, deliberation, and endorsement of the Annual Report for the year 2024, as compiled by the Company's Board of Directors.
Review and deliberation of the Synopsis of the Independent Audit Report for the fiscal year 2024.
Review, deliberation, and endorsement of the Financial Statements for the fiscal year 2024.
Consideration of releasing the members of the Board of Directors individually for their activities within the Company in 2024.
Determining the number of the members of the Board of Directors and their terms of office, election of the members of the Board of Directors in accordance with the newly resolved number.
Discussion, consideration with potential amendments, or rejection of the Board of Directors' proposal regarding profit distribution.
Providing information to the Shareholders and seeking approval regarding payments made to the Members of the Board of Directors and Senior Executives in accordance with the Corporate Governance Principles.
Determination of the attendance fees for the members of the Board of Directors.
Approval of the selection of the Independent Audit Firm, as per the resolution dated 27.03.2025 by the Board of Directors and announced on the Public Disclosure Platform (PDP) on 27.03.2025, in compliance with the Turkish Commercial Code and Capital Markets Board regulations.
Disclosure to the Shareholders regarding the charitable donations made by the Company in 2024 and establishment of an upper limit for donations to be made in 2025.
Providing information to the General Assembly regarding any guarantees, pledges, or mortgages provided by the Company in favor of third parties, as well as any income or benefits received by the Company.
Authorizing the permissions delineated in Article 395 of the Turkish Commercial Code concerning the restriction of transactions with the company and Article 396 concerning the prohibition of competition concerning the members of the Board of Directors.
Providing information to the General Assembly regarding transactions conducted by shareholders who control management, members of the Board of Directors, managers with administrative responsibilities, and their spouses and relatives up to the second degree by blood or marriage, as outlined in corporate governance principle (1.3.6) of the annex of the Corporate Governance Communiqué (II-17.1) issued by the Capital Markets Board.
Exchange of wishes and opinions.
I, hereby appoint ………………………………., whose details are provided below, as my proxy to represent me, vote on my behalf, make proposals, and sign necessary documents in line with the views I have expressed below at the 2024 Ordinary General Assembly Meeting of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, scheduled to be held on Monday, 28/04/2025, at 10:00 at Bilkent Otel ve Konferens Merkezi, Üniversiteler Mah. İhsan Doğramacı Bulvarı No: 6, Bilkent / Çankaya / ANKARA.
Proxy (*) : Name Surname/Title of Trade : TR Identity No/Tax No : TR Identity Number or Tax Number : Trade Registry and Number : MERSIS No :
(*) For foreign proxies, it is mandatory to provide the equivalent information of the aforementioned details, if applicable.
The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the recommendations of the Company management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below
Should the shareholder opt for option (c), directions pertinent to the agenda item must be provided by indicating either "acceptance" or "rejection" across from the corresponding item on the general assembly agenda. In the event that the rejection option is chosen, any dissenting opinion to be included in the minutes of the general assembly meeting should be clearly stated.
| AGENDA | Accepted | Rejected | Dissenting Opposition |
|---|---|---|---|
| 1. Commencement and selection of the Meeting Presidium; empowering the Meeting Presidium to authenticate the minutes of the General Assembly |
|||
| Meeting 2. Review, deliberation, and endorsement of the Annual Report for the year 2024, as compiled by the Company's Board of Directors |
|||
| 3. Review and deliberation of the Synopsis of the Independent Audit Report for the fiscal year 2024. |
|||
| 4. Review, deliberation, and endorsement of the Financial Statements for the fiscal year 2024. |
|||
| 5. Consideration of releasing the members of the Board of Directors individually for their activities within the Company in 2024. |
| 6.Determining the number of the members of the | ||
|---|---|---|
| Board of Directors and their terms of office, election of | ||
| the members of the Board of Directors in accordance | ||
| with the newly resolved number. | ||
| 7. Discussion, consideration with potential |
||
| amendments, or rejection of the Board of Directors' | ||
| proposal regarding profit distribution. | ||
| 8.Providing information to the Shareholders and | ||
| seeking approval regarding payments made to the | ||
| Members of the Board of Directors and Senior | ||
| Executives in accordance with the Corporate | ||
| Governance Principles. | ||
| 9. Determination of the attendance fees for the | ||
| members of the Board of Directors. | ||
| 10. Approval of the selection of the Independent | ||
| Audit Firm, as per the resolution dated 27.03.2025 by | ||
| the Board of Directors and announced on the Public | ||
| Disclosure Platform (PDP) on 27.03.2025, in |
||
| compliance with the Turkish Commercial Code and | ||
| Capital Markets Board regulations. | ||
| 11. Disclosure to the Shareholders regarding the | ||
| charitable donations made by the Company in 2024 | ||
| and establishment of an upper limit for donations to be made in 2025. |
||
| 12. Providing information to the General Assembly | ||
| regarding any guarantees, pledges, or mortgages | ||
| provided by the Company in favor of third parties, as | ||
| well as any income or benefits received by the | ||
| Company. | ||
| 13. Authorizing the permissions delineated in Article | ||
| 395 of the Turkish Commercial Code concerning the | ||
| restriction of transactions with the company and | ||
| Article 396 concerning the prohibition of competition | ||
| concerning the members of the Board of Directors. | ||
| 14. Providing information to the General Assembly | ||
| regarding transactions conducted by shareholders | ||
| who control management, members of the Board of | ||
| Directors, managers with administrative |
||
| responsibilities, and their spouses and relatives up to | ||
| the second degree by blood or marriage, as outlined | ||
| in corporate governance principle (1.3.6) of the annex | ||
| of the Corporate Governance Communiqué (II-17.1) | ||
| issued by the Capital Markets Board. | ||
| 15. Exchange of wishes and opinions. |
(*) The items on the General Assembly agenda are listed individually..
If the minority has a separate draft resolution, this shall also be stated separately to ensure proxy voting. 2. Special instructions on other issues that may arise at the General Assembly meeting and
especially on the exercise of minority rights: a) The proxy is authorized to vote in accordance with his/her own opinion.
b) The proxy is not authorized to represent in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS: Special instructions, if any, to be given by the shareholder to the proxy shall be specified here.
B) The shareholder shall specify the shares he/she wants the proxy to represent by selecting one of the following options.
I approve the representation of my shares detailed below by the proxy.
a) Type and series: *
b) Number/Group: **
c) Number-Nominal value:
ç) Whether they have voting privileges:
d) Bearer or registered/holder: *
e) Proportion of total shares/voting rights held by the shareholder:
*This information is not requested for dematerialized shares.
**For dematerialized shares, information regarding the group, if any, will be included instead of the number.
I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by CRA one day before the general assembly date.
FULL NAME or TITLE of SHAREHOLDER (*)
TR Identity No/Tax No, Trade Registry and Number, and MERSIS number: Address:
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
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