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 Monday, April 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 Thursday, 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. |
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| 15. Exchange of wishes and opinions. |
If the minority has a separate draft resolution, this shall also be stated separately to ensure proxy voting.
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.
I approve the representation of my shares detailed below by the proxy.
a) Type and series: *
b) Number/Group: **
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.
The disclosures mandated by the Capital Markets Board's ("CMB") II-17.1 "Corporate Governance Communiqué", pertaining to the agenda items, have been provided within the corresponding agenda item below. Additionally, for your reference, this section includes other obligatory general disclosures.
Below is the breakdown of the company's shareholding structure, including the total number of shares and corresponding voting rights as of the release date of this Information Document. Additionally, details regarding any privileged share groups, if applicable, including the number of shares, voting rights, and the nature of their privileges, are outlined:
| Shareholder | Share in Capital (TL) |
Ratio in Capital (%) | Voting Right Ratio(%) |
|---|---|---|---|
| Mehmet Dora | 36.602.500 | 63,11 | 75,68 |
| Hedef Portföy Yönetimi | |||
| A.Ş. Efor Girişim | 4.060.000 | 7 | 4,61 |
| Sermayesi Yatırım Fonu | |||
| Others | 17.337.500 | 29,89 | 19,71 |
| TOPLAM | 58.000.000 | 100 | 100 |
The company's issued capital amounts to TL 58,000,000. -, which has been entirely paid up.
| Group | Holder/B | Privilege Type | Nominal Share | Total (TL) | Share Ratio |
|---|---|---|---|---|---|
| earer | Value (TL) | (%) | |||
| A | Holder | Voting Privileges/ Nomination for Board Membership |
1,00 | 7.500.000 | 12.93 |
| B | Holder | Unprivileged | 1,00 | 50.500.000 | 87.07 |
| TOTAL | 58.000.000,00 | 100,00 |
As per Article 9 of the Company's Articles of Association, half of the Board of Directors, totaling five members, will be elected by the General Assembly from candidates proposed by the majority of Group A shareholders. If the calculated half-member is a fraction, it will be rounded down to the nearest whole number. In accordance with Article 12 of the Articles of Association, Group A shareholders are entitled to five voting rights each, while Group B shareholders hold one voting right each during General Assembly meetings.
During the preceding accounting period and in anticipated future accounting periods, no significant management or operational changes have occurred or are planned that would notably impact the company's activities. For material event disclosures pertinent to our company, as required by relevant legislation, please refer to the following link: https://www.kap.org.tr/tr/sirket-bilgileri/ozet/5686-sdt-uzay-ve-savunma-teknolojileri-a-s.
No requests have been submitted for adding items to the agenda of the 2024 Ordinary General Assembly meeting, where the activities of the year 2024 will be discussed.
In compliance with the Turkish Commercial Code ("TCC") and the Regulation of the Ministry of Customs and Trade on the General Assembly Meetings of Capital Companies ("Regulation"), the appointment of the Meeting Chairmanship to preside over the General Assembly meeting will be facilitated.
In accordance with the provisions outlined in the Turkish Commercial Code and the Regulation, the Board of Directors' Annual Report has been accessible for review by the shareholders at the Company Headquarters and on the Company's website www.sdt.com.tr for a period of three weeks preceding the General Assembly meeting. This report will be presented and open for the opinion and approval of the shareholders during the General Assembly. Additionally, the aforementioned reports, including the Board of Directors' Annual Report and other pertinent documents, have been made available for review on the Company's website and PDP platform.
The annual report is available in Annex 1.
The 2024 Independent Audit Report, conducted by the independent audit firm RAM BAĞIMSIZ DENETİM VE DANIŞMANLIK A.Ş. for the fiscal year 2024, has been accessible for review by the shareholders at the Company Headquarters and on the Company's website www.sdt.com.tr for a duration of three weeks leading up to the General Assembly meeting. This practice aligns with the stipulations set forth in the Turkish Commercial Code and the Regulation. Additionally, a summary of the report will be presented at the General Assembly to inform the shareholders.
In accordance with the Turkish Commercial Code and the Regulation, the summary of the Balance Sheet and Income Statement has been provided for review by the shareholders at the Company Headquarters and on the Company's website www.sdt.com.tr for a period of three weeks preceding the General Assembly meeting. These documents will be presented and open for the opinions and approval of the shareholders during the General Assembly.
Financial Statements are available in Annex 2.
In compliance with the Turkish Commercial Code and the Regulation, the Board of Directors and the Independent Auditor will separately seek approval from the General Assembly for their reports on the activities, transactions, and accounts of 2024.
Within the framework of the principles set forth in the Turkish Commercial Code, the Corporate Governance Communiqué and the Articles of Association, the General Assembly will elect the members of the Board of Directors. The resumes and declarations of independence of the members of the Board of Directors are given in Annex 3.
As of 31.12.2024, the dividend distribution proposal prepared within the framework of the commitment given to the Capital Markets Board regarding the net profit for the period, according to the Company's financial statements prepared in accordance with the "Communiqué on Principles Regarding Financial Reporting in Capital Markets" numbered II-14.1, will be submitted to the approval of the General Assembly. Dividend Distribution Table is attached as Annex/4.
In the footnote of our financial reports for the 2024 activity year, information about the benefits provided to the members of the board of directors and senior executives by our Company in 2024 is given. As of December 31, 2024, the total amount of benefits provided to the board of directors and senior executives is TL 24.181.715,00-.
The General Assembly will determine the remuneration to be paid to the members of the Board of Directors in accordance with the Remuneration Policy, adhering to the provisions of the Turkish Commercial Code, the Regulation, and the principles outlined in the Articles of Association..
In compliance with the Turkish Commercial Code and regulations set forth by the Capital Markets Board, it was resolved at the meeting of our Board of Directors on March 27, 2025, upon the proposal of the Audit Committee, to appoint RAM BAĞIMSIZ DENETİM VE DANIŞMANLIK A.Ş. to audit the Company's financial reports for the fiscal year 2025 and undertake other activities within the scope of the applicable regulations outlined in these laws. This appointment will be subject to approval by the General Assembly.
The Company did not make any donations and grants in 2024. In 2025, the upper limit for donations and grants will be discussed and decided.
As per the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, it is mandatory to report to the General Assembly regarding any guarantees, pledges, or mortgages provided by the Company to third parties, including the income or benefits derived from such arrangements. However, the Company has not executed any transactions in this regard.
Transactions within the confines of the Prohibition of Transactions with the Company and Borrowing Money to the Company, as stipulated by Article 395 of the Turkish Commercial Code, and the Prohibition of Competition, as outlined in Article 396 of the Turkish Commercial Code, are exclusively permissible for members of the Board of Directors with the consent of the General Assembly. Furthermore, both Article 395 and Article 396 necessitate the approval of the General Assembly.
To comply with regulatory obligations, the aforementioned permissions will be presented for shareholder approval at the General Assembly meeting.
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.
ANNEX/1: EK/1 Operating Review of 2024
(https://www.kap.org.tr/en/api/file/download/4028328c950ba8c7019585d637c078e7)
ANNEX/2: Financial Report (https://www.kap.org.tr/en/api/file/download/4028328c950ba8c6019584378ca940f9)
ANNEX/3: Curriculum Vitae of Board Member Candidates and Declaration of Independence of Independent Member Candidates
ANNEX/4: Board of Directors' Proposal for the Distribution of 2024 Profit Dividend Distribution Table
Mehmet Dora was born in Ankara in 1961. He pursued his high school education at TED Ankara College and obtained his degree in Economics from Istanbul University in 1984. In 1984, immediately following his graduation, he embarked on his entrepreneurial journey by founding DORMAK İthalat İhracat Mümessillik ve Danışmanlık Ticaret A.Ş. (DORMAK). As a young entrepreneur, he embraced the challenges and risks inherent in building a successful enterprise. Over the years, DORMAK has progressively expanded its portfolio of products and services in the aerospace and defense sector, earning a reputation as a reputable and reliable brand within the industry.
To further leverage the experience and success attained by DORMAK, sister companies DORSAN Space and Aviation Defense Industry Contracting and Trade Ltd. Şti. and DORSAV Teknik Lojistik ve Ticaret A.Ş. were established. This strategic move aimed to capitalize on DORMAK's achievements, anticipating a surge in business volume and aspiring for continued growth. Mehmet Dora remains actively engaged in the defense sector, specializing in market analysis, sales management, after-sales support operations, investment assessment and execution, research on cooperation and co-production opportunities, as well as facilitating the activities of foreign investors and manufacturers in Turkey, particularly in areas such as domestic contribution and offset.
Furthermore, in 1993, he founded Aero Precision, a prominent worldwide distributor of original aircraft and helicopter parts sourced from manufacturers in the USA. Over the span of 19 years, the company burgeoned into a leading brand in the USA, boasting a workforce of 190 employees and catering to clients in over 35 countries. Mehmet Dora divested his shares in Aero Precision in 2012. Beyond collaborating with foreign companies in Turkey, Mehmet DORA, an industrialist, established SDT Space and Defense Technologies Inc. (SDT) in 2005 to pioneer original products and systems in Turkey's burgeoning defense and aerospace sectors. Aligned with its founding vision, SDT harnesses the expertise of its 220-strong engineering team to drive product innovation, spearhead R&D initiatives, and engage in electronic manufacturing, particularly in domains where advanced technologies are gaining prominence.
Subsequently, underscoring its commitment to indigenous solutions in Turkey, He founded MDR Elektrik Üretim A.Ş. and Mehmet DORA companies in 2013 and 2014, respectively, to address the energy demands of industrial establishments and residential communities amid the evolving energy landscape. In this vein, He ventured into the energy sector through investments in solar power plants, prioritizing clean and sustainable energy sources. Furthermore, alongside his membership in various golf clubs in Turkey, Mehmet DORA presently serves as the Vice President of the Turkish Golf Federation.
Mustafa Fatih ÜNAL was born in Niğde in 1965. Following his completion of a bachelor's degree in Electrical and Electronics Engineering at Middle East Technical University in 1987, he pursued a master's degree in the same field at the University of Syracuse/NY in the USA, supported by a scholarship from the Turkish Education Foundation (TEV), which he obtained in 1989. ÜNAL commenced his professional journey at ASELSAN R&D department, where he had previously worked part-time during his undergraduate studies at METU, later serving as a research assistant during his graduate studies in the USA.
Upon returning to Turkey after his master's degree, he embarked on a career at the Undersecretariat for Defence Industries (SSM), an organization in its nascent stages at the time. Over the course of a decade at SSM, he held various roles including Assistant Specialist, Specialist, Project Coordinator, and Manager of the Command and Control Systems Branch, contributing to diverse defense projects.In early 1999, ÜNAL transitioned to MilSOFT Yazılım Teknolojileri A.Ş., where he assumed positions as Project Management Director and later as Business Development & Strategic Planning Director for a span of 8 years.
From December 1, 2006, until March 8, 2020, ÜNAL served as the General Manager of SDT Space and Defense Technologies Inc., subsequently taking on the role of Vice Chairman of the Board of Directors from March 9, 2020.
Beril Dora graduated with a bachelor's degree in economics and politics from Northwestern University in Chicago, USA in 2013. As part of her undergraduate studies, she spent a semester at Sciences Po University in Paris, delving into the decision-making mechanisms and legal framework of the European Union. Her academic journey continued with a Master's degree in Investment and Asset Management at Imperial College Business School in London, where she was honored with the "Women in Finance" scholarship based on her exemplary performance. During her tenure at Imperial College Business School, Beril co-authored a pivotal research paper commissioned by the university's endowment investment board. This paper aimed to revamp the institution's policy regarding tracking and engaging with carbon emission reductions for fossil fuel companies, ultimately striving to achieve net zero emissions by 2050. Her active involvement and persuasive advocacy played a crucial role in shaping and updating the university's investment strategy.
In 2013, she launched her professional journey at J.P. Morgan Chase & Co.'s investment bank in New York, USA, specializing in North American energy and renewable energy sector credit risk. Transitioning to the London branch of J.P. Morgan between 2015 and 2020, she honed her skills in corporate finance across a diverse spectrum.
Her roles encompassed handling corporate finance operations ranging from USD 30 million to USD 5 billion, spanning corporate entities in Africa, finance and insurance firms in Southern Europe, as well as real estate and structured finance teams across Europe and the Middle East. In 2021, she contributed her expertise to Oryx Impact, an emerging impact investment fund dedicated to fostering job creation, sustainable development, climate change mitigation, and gender equality promotion in Africa. Here, she actively engaged in business development, impact assessment, investment sourcing, and preparing investments for deployment. The year 2022 marked a new chapter in her career as she assumed the role of Strategy Manager at Norma Financial Technology, a startup headquartered in Istanbul. Norma Financial Technology specializes in providing innovative and inclusive financial management solutions tailored for small businesses.
Beyond her professional commitments, she devotes time to mentoring university students and startup entrepreneurs. She actively participates in programs like Startup Point and Village Capital's initiatives focused on "greentech" and sustainability, collaborating with organizations such as IFC and VISA association to drive impactful change.
He earned his BSc degree in Metallurgical and Materials Engineering from Middle East Technical University in 1981, followed by an MSc degree in 1984. Continuing his academic pursuits, he attained his PhD degree from New Mexico Technology University in 1989. His journey in the industry began with various roles at Roketsan Roket Sanayi ve Ticaret A.Ş. In 1989, he commenced his career as a chief engineer in Roketsan's engineering development unit. Over the years, he ascended through the ranks, serving as technology manager, programs director, and eventually as group president and deputy general manager in the tactical missile systems group, a division he spearheaded. He retired from this esteemed position in February 2020 upon reaching the retirement age. In the past years, he served as a board member responsible for strategic planning at MİTAŞ Endüstri Sanayi Ticaret A.Ş.
Veysel Yayan's academic and professional journey reflects a commitment to excellence and expertise in various domains. Graduating from Ankara University Faculty of Political Sciences in 1977 and Istanbul University Faculty of Law in 1987, he furthered his academic pursuits by obtaining a PhD from Istanbul University Faculty of Economics in 1997. His thirst for knowledge led him to acquire additional degrees in Development Economics and Population from the University of Michigan, Labor Market and Information Systems from the University of Sussex, and Development and Employment Promotion from the Japan International Cooperation Agency. Veysel Yayan commenced his illustrious career as a Rapporteur at the Undersecretariat of Foreign Trade (DTM) of the Ministry of Trade in 1976. He later held roles as an expert and sector officer at the State Planning Organization, and ascended to positions of greater responsibility such as Head of Department, Deputy Undersecretary, and Deputy Undersecretary at the Undersecretariat for Defense Industries before retiring from public service in 1998.
In 1998, Veysel Yayan assumed the role of Secretary General of the Turkish Iron and Steel Producers Association, marking a new chapter in his career. He was appointed as the Undersecretary of the Ministry of Science, Industry and Technology on September 25, 2017, showcasing his continued dedication to the field. Following his retirement from the Undersecretariat in August 2018, he resumed his duties as the Secretary General of the Iron and Steel Producers Association of Turkey. Additionally, he contributed his expertise as a board member of the Structural Steel Association at IMSAD and as Chairman of the Board of Directors at the Building Research Association. Since 2007, Veysel Yayan has chaired the Ferrous and Non-Ferrous Metals Assembly of the Union of Chambers and Commodity Exchanges of Turkey (TOBB), illustrating his leadership and influence in the industry. Currently, he serves on the Board of Directors of IMSAD.
Veysel Yayan's contributions extend beyond his professional endeavors, with numerous publications and articles covering topics such as incentive systems, working life, employment, defense industry, and iron and steel. His multifaceted expertise and dedication continue to enrich various sectors in Turkey.
Soner ALTAŞ graduated from Hacettepe University, Faculty of Economics and Administration, Department of Finance in 1997. In 2007, he received his MBA degree from the University of Tennessee and in 2019 he received his PhD degree in Finance from Hacettepe University Institute of Social Sciences. He worked as Assistant Inspector at Sümerbank A.Ş. between 1998-2000, and as Assistant Inspector, Inspector and Chief Inspector at the Ministry of Industry and Trade between 2000-2011. Between 2011 and 2024, he served as a member of the Report Evaluation Commission and Training Commission at the Ministry of Industry and Trade. He has published numerous articles and books in the field of corporate law.
Okan EROL graduated from Galatasaray University, Department of Computer Engineering in 1998. In 2002, he received his MBA degree from Paris Pantheon Sorbonne University and in 2010 he received his PhD degree from Kadir Has University.
He is a business leader, board member and investor with over 25 years of experience in corporate governance, strategic finance and technology-oriented business management. He has served as a board member and advisor to multinational companies operating in the technology, industrial minerals, renewable energy and services sectors.
He served as Business Development Manager at the Turkish French Chamber of Commerce in 1997-1998, CEO at Imerys Maden A.Ş. in 1998-2006, CEO at Esen Mikronize Maden Sanayi A.Ş. in 2006-2010, CEO at Steno Enerji A.Ş. in 2011-2012 and has been Co-Founder, Chairman and CEO of Wordego Inc. since 2012.
In the past years, he has worked as a consultant at the European Commission and TUBITAK, and as a part-time lecturer at Yalova University, Bahçeşehir University and Gebze Technical University.
In accordance with Article 4.3.6 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, I hereby announce my candidacy to serve as an "Independent Member" on the Board of Directors of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, adhering to the criteria outlined in the legislation, articles of association, and the Capital Markets Board's Corporate Governance Communiqué:
a) Neither I, my spouse, nor my blood or marital relatives up to the second degree have held executive positions with significant duties and responsibilities, individually or jointly possessed more than 5% of the capital or voting rights, or privileged shares, nor established significant commercial relationships with the Company, its managed partnerships, influential shareholders, or entities controlled by said shareholders within the past five years.
b) Over the preceding five years, I have not been a partner (holding 5% or more), an executive with substantial duties, or a member of the board of directors in companies engaging in significant service or product transactions with the company under audit, including tax, legal, and internal audits, ratings, or consultancy services.
c) I possess the requisite professional training, knowledge, and experience to effectively discharge the responsibilities of an independent board member.
ç) Upon election, I commit not to engage in full-time employment within public institutions or organizations, excluding university faculty positions as permitted by legislation.
d) I am recognized as a resident of Turkey under the provisions of the Income Tax Law (G.V.K.) dated 31/12/1960 and numbered 193.
e) I uphold strong ethical standards, maintain a professional reputation, and possess the experience necessary to contribute positively to the Company's activities. I pledge to uphold impartiality in conflicts of interest between the Company and shareholders and make decisions independently while considering stakeholders' rights.
f) I will allocate sufficient time to attend to company affairs, ensuring that I can effectively monitor the Company's operations and fulfill my duties adequately.
g) I have not served on the Company's board of directors for more than six years within the last ten years.
ğ) I do not hold positions as an independent board member in more than three companies controlled by the Company or its controlling shareholders and no more than five companies listed on Borsa Istanbul in total.
h) I have not been registered or announced as a member of the Board of Directors on behalf of any legal entity.
Declaration, 24.02.2025
Necip Yalçın PEHLİVANTÜRK
In accordance with Article 4.3.6 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, I hereby announce my candidacy to serve as an "Independent Member" on the Board of Directors of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, adhering to the criteria outlined in the legislation, articles of association, and the Capital Markets Board's Corporate Governance Communiqué:
a) Neither I, my spouse, nor my blood or marital relatives up to the second degree have held executive positions with significant duties and responsibilities, individually or jointly possessed more than 5% of the capital or voting rights, or privileged shares, nor established significant commercial relationships with the Company, its managed partnerships, influential shareholders, or entities controlled by said shareholders within the past five years.
b) Over the preceding five years, I have not been a partner (holding 5% or more), an executive with substantial duties, or a member of the board of directors in companies engaging in significant service or product transactions with the company under audit, including tax, legal, and internal audits, ratings, or consultancy services.
c) I possess the requisite professional training, knowledge, and experience to effectively discharge the responsibilities of an independent board member.
ç) Upon election, I commit not to engage in full-time employment within public institutions or organizations, excluding university faculty positions as permitted by legislation.
d) I am recognized as a resident of Turkey under the provisions of the Income Tax Law (G.V.K.) dated 31/12/1960 and numbered 193.
e) I uphold strong ethical standards, maintain a professional reputation, and possess the experience necessary to contribute positively to the Company's activities. I pledge to uphold impartiality in conflicts of interest between the Company and shareholders and make decisions independently while considering stakeholders' rights.
f) I will allocate sufficient time to attend to company affairs, ensuring that I can effectively monitor the Company's operations and fulfill my duties adequately.
g) I have not served on the Company's board of directors for more than six years within the last ten years.
ğ) I do not hold positions as an independent board member in more than three companies controlled by the Company or its controlling shareholders and no more than five companies listed on Borsa Istanbul in total.
h) I have not been registered or announced as a member of the Board of Directors on behalf of any legal entity.
Declaration, 24.02.2025
Mehmet Veysel YAYAN
In accordance with Article 4.3.6 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, I hereby announce my candidacy to serve as an "Independent Member" on the Board of Directors of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, adhering to the criteria outlined in the legislation, articles of association, and the Capital Markets Board's Corporate Governance Communiqué:
a) Neither I, my spouse, nor my blood or marital relatives up to the second degree have held executive positions with significant duties and responsibilities, individually or jointly possessed more than 5% of the capital or voting rights, or privileged shares, nor established significant commercial relationships with the Company, its managed partnerships, influential shareholders, or entities controlled by said shareholders within the past five years.
b) Over the preceding five years, I have not been a partner (holding 5% or more), an executive with substantial duties, or a member of the board of directors in companies engaging in significant service or product transactions with the company under audit, including tax, legal, and internal audits, ratings, or consultancy services.
c) I possess the requisite professional training, knowledge, and experience to effectively discharge the responsibilities of an independent board member.
ç) Upon election, I commit not to engage in full-time employment within public institutions or organizations, excluding university faculty positions as permitted by legislation.
d) I am recognized as a resident of Turkey under the provisions of the Income Tax Law (G.V.K.) dated 31/12/1960 and numbered 193.
e) I uphold strong ethical standards, maintain a professional reputation, and possess the experience necessary to contribute positively to the Company's activities. I pledge to uphold impartiality in conflicts of interest between the Company and shareholders and make decisions independently while considering stakeholders' rights.
f) I will allocate sufficient time to attend to company affairs, ensuring that I can effectively monitor the Company's operations and fulfill my duties adequately.
g) I have not served on the Company's board of directors for more than six years within the last ten years.
ğ) I do not hold positions as an independent board member in more than three companies controlled by the Company or its controlling shareholders and no more than five companies listed on Borsa Istanbul in total.
h) I have not been registered or announced as a member of the Board of Directors on behalf of any legal entity.
Declaration, 07.02.2025
Soner ALTAŞ
In accordance with Article 4.3.6 of the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, I hereby announce my candidacy to serve as an "Independent Member" on the Board of Directors of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, adhering to the criteria outlined in the legislation, articles of association, and the Capital Markets Board's Corporate Governance Communiqué:
a) Neither I, my spouse, nor my blood or marital relatives up to the second degree have held executive positions with significant duties and responsibilities, individually or jointly possessed more than 5% of the capital or voting rights, or privileged shares, nor established significant commercial relationships with the Company, its managed partnerships, influential shareholders, or entities controlled by said shareholders within the past five years.
b) Over the preceding five years, I have not been a partner (holding 5% or more), an executive with substantial duties, or a member of the board of directors in companies engaging in significant service or product transactions with the company under audit, including tax, legal, and internal audits, ratings, or consultancy services.
c) I possess the requisite professional training, knowledge, and experience to effectively discharge the responsibilities of an independent board member.
ç) Upon election, I commit not to engage in full-time employment within public institutions or organizations, excluding university faculty positions as permitted by legislation.
d) I am recognized as a resident of Turkey under the provisions of the Income Tax Law (G.V.K.) dated 31/12/1960 and numbered 193.
e) I uphold strong ethical standards, maintain a professional reputation, and possess the experience necessary to contribute positively to the Company's activities. I pledge to uphold impartiality in conflicts of interest between the Company and shareholders and make decisions independently while considering stakeholders' rights.
f) I will allocate sufficient time to attend to company affairs, ensuring that I can effectively monitor the Company's operations and fulfill my duties adequately.
g) I have not served on the Company's board of directors for more than six years within the last ten years.
ğ) I do not hold positions as an independent board member in more than three companies controlled by the Company or its controlling shareholders and no more than five companies listed on Borsa Istanbul in total.
h) I have not been registered or announced as a member of the Board of Directors on behalf of any legal entity.
Declaration. 13.02.2025
Okan EROL
| SDT Space and Defense Technologies Inc. Dividend Distribution Table for the Year 2024 |
|||
|---|---|---|---|
| 1 | Paid-in/Issued Capital | 58.000.000,00 | |
| 2 | General Legal Reserves (Based on Legal Documentation) | 11.600.000,00 | |
| If there is a privilege in dividend distribution in accordance | No privilege | ||
| with the articles of association, information on such privilege | |||
| As per the | As per legal | ||
| Capital | documentation | ||
| Markets Board | |||
| (CMB) | |||
| regulations | |||
| 3 | Periodic Profit | 9.920.203,00 | 226.632.631,34 |
| 4 | Deductible Taxes (-) | 0,00 | 0,00 |
| 5 | Net Earnings for the Period (=) | 9.920.203,00 | 226.632.631,34 |
| 6 | Previous Year's Losses (-) | 0,00 | |
| 7 | Initial Legal Reserves (-) | 0,00 | |
| 8 | Net Profit Available for Distribution (=) | 9.920.203,00 | 226.632.631,34 |
| 9 | Charitable Contributions during the Year (+) | ||
| 10 | Net Profit for Distribution with Charitable Contributions | 9.920.203,00 | 226.632.631,34 |
| 11 | First Dividend to Shareholders | 0,00 | |
| - Cash | 9.920.203,00 | 226.632.631,34 | |
| - Free of Charge | 0,00 | 0,00 | |
| - Total | 9.920.203,00 | 9.920.203,00 | |
| 12 | Dividends Distributed to Privileged Shareholders | 0,00 | 0,00 |
| 13 | Additional Dividends Allocated | 0,00 | 0,00 |
| 14 | Dividends Allocated to Redeemed Shareholders | 0,00 | 0,00 |
| 15 | Secondary Dividend to Shareholders | 0,00 | 0,00 |
| 16 | General Legal Reserves | 0,00 | 0,00 |
| 17 | Status Reserves | 0,00 | 0,00 |
| 18 | Special Reserves | 0,00 | 0,00 |
| 19 | Retained Earnings | 0,00 | 216.712.428,34 |
| 20 | Other Proposed Distributions | 0,00 | 0,00 |
| Total Gross Dividends Proposed for Allocation | 9.920.203,00 | 9.920.203,00 |
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