AGM Information • May 13, 2024
AGM Information
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The 49 th Ordinary General Assembly Meeting of our Company for the year 2023 shall be held at ASELSAN Akyurt Facility at the address of Çankırı Yolu 7. Km Akyurt / ANKARA, at 14:30 on 14.06.2024 Friday to negotiate the below-mentioned agenda and reach at a decision thereupon.
The reports regarding Financial Statements, Independent Audit Company Report and Board of Directors Report with Corporate Governance Principles Compliance Report for the year 2023 will be available for review by the shareholders at the Company headquarters and our web site at www.aselsan.com/en at least three weeks prior to the meeting. In accordance with the arrangements set forth by Capital Markets Board, the documents of the General Assembly Meeting with the documents mentioned above will be available at Public Disclosure Platform (KAP) and our web site at www.aselsan.com/en
Our shareholders may attend the Ordinary General Assembly Meeting in person or through their representatives physically or electronically. Attendance of our shareholders or their representatives in electronic media is possible with their secure electronic signature in accordance with the article 1527 of the Turkish Commercial Code numbered 6102 and Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium. Hence our shareholders, who will use Electronic General Assembly Meeting System, should login to Central Securities Depository Institution (MKK) e-MKK Information Portal, submit their contact information and possess secure electronic signature. It is not possible to attend the general assembly meeting in electronic media for shareholders or their representatives without logging in the e-MKK Information Portal and having secure electronic signature.
Our shareholders, who will not be able to attend the meeting in person, are required to arrange their proxies in accordance with the sample shown below or access the power of attorney template at the Company headquarters and our web site at www.aselsan.com/en, fulfill the requirements set forth in the Communiqué on Proxy Voting and Gathering Proxy by Call II-30.1 of Capital Markets Board and submit their signed and notary approved power of attorney.
Moreover, those shareholders or their representatives who want to attend General Assembly Meetings in the electronic environment must fulfill their liabilities in accordance with "Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium" published on 28.08.2012 in the Official Gazette numbered 28395 and "Communiqué on the Electronic General Assembly Meeting System Used in General Assembly Meetings of Joint Stock Companies" published on 29.08.2012 in the Official Gazette numbered 28396.
According to 415th article 4th clause of the Turkish Commercial Code numbered 6102, and 30th article 1st clause of the Capital Market Law numbered 6762; right of attending to the general assembly and voting is not dependent on keeping the share certificates. In this context, our shareholders are not obliged to block their shares in case of requiring to attend General Assembly.
It is duly submitted to inform our esteemed shareholders. Kind Regards,
I hereby appoint _______________________ as my proxy in order to act on behalf of me, to vote, to make proposals and to sign the required documents in the 49 th Ordinary General Assembly Meeting of ASELSAN Elektronik Sanayi ve Ticaret A.Ş. to be held on 14.06.2024, at 14:30 at ASELSAN Akyurt Facility at Çankırı Yolu 7. Km Akyurt, Ankara.
Of Proxy (*); Name Surname/Commercial Title:
The Republic of Türkiye Identification No/Tax No, Trade Registry and No, Turkish Central Registration System (MERSİS) No
(*)For foreign Proxies, if exist, the corresponding information must be submitted.
For sections 1 and 2 given below, the scope of the representative power should be determined by choosing one of the options (a), (b) or (c).
a) Proxy is authorized to vote according to his/her opinion.
b) Proxy is authorized to vote on proposals of the company management.
c) Proxy is authorized to vote in accordance with the instructions given below in table.
If the shareholder chooses option (c); the directives for each item of the agenda are given by choosing among the given alternatives (accept or reject) for the related item and if the alternative "reject" is chosen, the dissenting opinion shall be stated which should be written in -if exists- the minutes of general assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion | |
|---|---|---|---|---|
| 1) | ||||
| 2) | ||||
| 3) |
(*) Every each item of the agenda is listed in order. If the minority has a separate draft resolution, this will be stated additionally for/by assuring proxy voting.
a) Proxy is authorized to vote according to his/her opinion.
b) Proxy does not have the power of representation on these issues.
c) Proxy is authorized to vote in accordance with special instructions given below.
Special Instructions; If exist, the special instructions to be given by the shareholder to proxy are identified here.
a) Group:
Name Surname/Commercial Title (*): The Republic of Türkiye Identification No. /Tax No, Trade Registry and No., Turkish Central Registration System (MERSİS) No. Address: Signature:
(*) For foreign shareholders, if exist, the corresponding information must be submitted.
Note: In case the Letter of Proxy does not bear a notarial attestation, a notarized Signatory Circular of the Principal shall be attached to the Letter of Proxy.

We hereby submit to your attention our notices and explanations to be made as per the Capital Market Law and notifications along with our comments with respect to the 49 th Ordinary General Assembly Meeting Agenda topics:
1) Total Number of Shares and Vote Rights Reflecting the Partnership Structure with the Number of Shares Representing the Preferred Share Group and Vote Rights, as of 13.05.2024:
| OUR SHAREHOLDERS |
GROUP A REGISTERED | GROUP A PERCENT AGE (%) |
GROUP B REGISTERED | GROUP B PERCENTAGE (%) |
TOTAL CAPITAL SHARE (TL) | PROPORTI ON IN CAPITAL (%) |
VOTING RIGHTS (pcs) (Each with a 1 TL nominal value) |
|---|---|---|---|---|---|---|---|
| TURKISH ARMED FORCES FOUNDATION |
2.421.818.181,82 | 100 | 961.484.316,02 | 44,97 | 3.383.302.497,84 | 74,20 | 3.383.302.497,84 |
| LISTED ON BORSA ISTANBUL |
0 | 0 | 1.176.697.502,16 | 55,03 | 1.176.697.502,16 | 25,80 | 1.176.697.502,16 |
| TOTAL | 2.421.818.181,82 | 2.138.181.818,18 | 4.560.000.000,00 | 100,00 | 4.560.000.000,00 |
| OUR PRIVILEGED SHAREHOLDERS | GROUP A REGISTERED | VOTING RIGHTS (pcs) (Each with a 1 TL nominal value) |
|---|---|---|
| TURKISH ARMED FORCES FOUNDATION | 2.421.818.181,82 | 2.421.818.181,82 |
In our company, the Board of Directors members, other than the independent members of Board of Directors elected according to the Regulations of Capital Markets Board, are elected among the Group A privileged shareholders or among the nominees designated by their side.
2) Information regarding administrative and activity changes that was made in the previous period or will be made in the following periods, which shall have a significant impact on our Company activities or on the activities of our affiliates and subsidiaries and the reasons of these changes:
There are no administrative and activity changes that was made in the previous period or will be made in the following periods, which shall have a significant impact on our Company activities or on the activities of our affiliates and subsidiaries.
3) Information regarding the written requests of the shareholders submitted to Investor Relations Department with respect to adding items to the agenda:
There are no such requests.
1) Opening, moment of silence, performing of the national anthem and appointment of the Chairman of the Meeting.
Pursuant to the provisions of the Turkish Commercial Code numbered 6102 and the provisions of the "Regulation Regarding the Methods and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives who shall Attend These Meetings" which was published by the Ministry of Trade in the Turkish Republic Official Gazette numbered 28481 and dated 28.11.2012, the General Assembly elect the Chairman to conduct the meeting and the Vice Chairman, if deemed necessary. The Meeting Chairman forms the Chairmanship by assigning the secretary and, if sees necessary, the vote collector.
Pursuant to the provisions of the relevant legislation, the fiscal year 2023 Annual Report prepared by the Board of Directors and submitted to the assessment of our shareholders in our Company headquarters and on the Company website www.aselsan.com/en available for at least three (3) weeks before the 49 th General Assembly meeting, shall be read at the General Assembly and be submitted for the discussion of our shareholders.
Pursuant to the provisions of the relevant legislation, the fiscal year 2023 report prepared by the independent audit firm and submitted to the assessment of our shareholders in our Company headquarters and on the Company website www.aselsan.com/en available for at least three (3) weeks before the 49 th General Assembly meeting, shall be read at the General Assembly.
The financial statements for the fiscal year 2023, which are prepared pursuant to the provisions of the relevant legislation and will be available for at least three (3) weeks before the 49 th General Assembly for our shareholders' assessment at the Company Headquarters and on the company website www.aselsan.com/en, shall be read at the General Assembly and be submitted to the discussion and approval of our shareholders.
Pursuant to the provisions of the relevant legislation, the respective acquittals of our Board of Directors members due to their activities and accounts of the fiscal year 2023 shall be submitted to the approval of the General Assembly.
| ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. | ||||||
|---|---|---|---|---|---|---|
| 2023 DIVIDEND DISTRIBUTION TABLE (TL) | ||||||
| 1- Issued Capital | 4.560.000.000,00 | |||||
| 2- First Legal Reserve (According to Legal Records) | 456.000.000,00 | |||||
| Information regarding the privileges on profit distribution as per the Company Articles of Association, if there are any |
There are no privileges. | |||||
| According to Capital Markets Board |
According to the Legal Records | |||||
| 3- | Profit for the Period | 7.209.631.545,16 | 11.874.087.579,00 | |||
| 4- | Taxes Payable (-) (1) | 164.633.166,52 | 0,00 | |||
| 5- | NET PROFIT FOR THE PERIOD (=) (2) | 7.290.474.622,47 | 11.874.087.579,00 | |||
| 6- | Accumulated Loss (-) | 0,00 | 0,00 | |||
| 7- | First Legal Reserve (-) | 456.000.000,00 | 456.000.000,00 | |||
| 8- | NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=)(3) | 6.834.474.622,47 | 11.309.976.358,12 | |||
| 9- | Donations Made throughout the Year (+) | 153.223.427,81 | ||||
| 10- | Net Distributable profit for the period, donations included | 6.987.698.050,28 | ||||
| 11- | First Dividend to Shareholders | 228.000.000,00 | 228.000.000,00 | |||
| - Cash | 228.000.000,00 | 228.000.000,00 | ||||
| - Non paid-up share | 0,00 | 0,00 | ||||
| - Total | 228.000.000,00 | 228.000.000,00 | ||||
| 12- | Dividends distributed to Preferred Shareholders | 0,00 | 0,00 | |||
| 13- | Dividends distributed to; | 0,00 | 0,00 | |||
| - Members of the Board of Directors | 0,00 | 0,00 | ||||
| - Employees | 0,00 | 0,00 | ||||
| - Others than Shareholders | 0,00 | 0,00 | ||||
| 14- | Dividends distributed to Holders of Usufruct Right Certificates | 0,00 | 0,00 | |||
| 15- | Second Dividend to Shareholders | 282.000.000,00 | 282.000.000,00 | |||
| 16- | Secondary Legal Reserve | 28.200.000,00 | 28.200.000,00 | |||
| 17- | Statutory Reserve | 0,00 | 0,00 | |||
| 18- | Special Reserve | 0,00 | 0,00 | |||
| 19- | EXTRAORDINARY RESERVE | 6.296.274.622,47 | 10.771.776.358,12 | |||
| 20- | Other resources to be distributed | 0,00 | 0,00 |
(1) Our Company has lost Continuing Operations Tax Expense valuing TL 164.633.166,52 within the scope of the Law regarding the Support of Research and Development Activities, numbered 5746.
(2) The net profit for the period attributable to equity holders of the parent valuing TL 7.374.264.711,68 is used, since TL 83.790.089,21 of the net profit for the period corresponds to non-controlling interests, where our Company's net profit for the period is TL 7.290.474.622,47 .
As presented in the table above, of the net profit generated by our company from its 2023 activities;
− The remaining profit is going to be allocated as Extraordinary Legal Reserves, and distribution of the cash dividend to the shareholders are planned to be distributed as of November 25 2024.
An election shall be made by the General Assembly for the substitution of the real person Board of Directors members, Ercümend ARVAS, Bekir BAYRAKDAR, Yavuz ÇELİK, Alpaslan KAVAKLIOĞLU, Mustafa Murat ŞEKER and Ahmet YOZGATLIGİL, whose terms of duty have expired, within the nominees proposed by Turkish Armed Forces Foundation, who owns Group A privileged shares with nomination privileges for Board of Directors, according to the Company's Articles of Association.
Also, an election shall be made by the General Assembly as well for the substitution of the Independent Members of the Board of Directors Salih KUL, Ebru TÜMER and İsmail ARI, whose terms of duty have expired.
The proposals submitted by the shareholders in this respect shall be put to vote in the General Assembly and the monthly net remunerations payable to the Board of Directors members until the Ordinary General Assembly Meeting in 2025 at which the year 2024 activities shall be determined.
9) Approval of the independent auditing firm decided by the Board of Directors, in accordance with the regulations of Capital Markets Board.
The independent audit firm, which is to be decided in line with the opinions of the Audit Committee and pursuant to the regulations of Capital Markets Board by our Board of Directors, in order to be chosen to conduct the independent audit of our Company for the 2024 fiscal year, shall be submitted to the approval of the General Assembly.
10) Submitting information on donations made; guarantee, pledge, mortgage and warranties given on behalf of the third parties and revenue and benefits acquired in 2023.
It shall be submitted to our shareholders' information at the General Assembly that TL 153.223.427,81 worth of donation was made by our Company in 2023.
It shall be submitted at the General Assembly for our shareholders' information that in 2023, there are no revenues or benefits acquired from third parties; and guarantees, pledges, mortgages and warranties granted in favor of third parties are recognized as given in the figure below.
| Corporation | Amount of Guarantees, Pledges, Mortgages and Warranties |
||
|---|---|---|---|
| ASELSAN Bilkent Mikro Nano Tek. San. ve Tic. A.Ş. | TL 62.408.984 | ||
| ASELSAN Hassas Optik San. ve Tic. A.Ş. | TL 130.295.600 |
11) Providing information regarding the reports, which comprises the conditions of the transactions with Presidency of Defense Industries and its comparison with the market conditions in 2023, as per the regulations of the Capital Markets Board.
The report, which was prepared by the Board of Directors as per the regulations of the Capital Markets Board, is presented in Annex-1.
12) Reaching resolution on the upper limit of the donation and aids to be made in fiscal year 2024.
The proposals that shall be given by the shareholders regarding the upper limit of the donation and aids to be made in fiscal year 2024, shall be read and put to vote at the General Assembly.
13) Reaching resolution on the upper limit of the sponsorships to be made in fiscal year 2024.
The proposals that shall be given by the shareholders regarding the upper limit of the sponsorships to be made in fiscal year 2024, shall be read and put to vote at the General Assembly.
14) Submitting information on the subject that 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 may conduct a transaction with the corporation or subsidiaries thereof which may cause a conflict of interest and compete with them.
It shall be submitted to our shareholders' information at the General Assembly that there is no authorization regarding the subject that 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 may conduct a transaction with the corporation or subsidiaries thereof which may cause a conflict of interest and compete with them.
ANNEX-1: The Report of Related Party Transactions in 2023
| NUMBER | TITLE | PAGE NUMBER |
|---|---|---|
| 1 | GENERAL INFORMATION | 1 |
| 2 | INFORMATION ABOUT ASELSAN ELEKETRONİK SANAYİ VE TİCARET A.Ş. |
1 |
| 3 | INFORMATION ABOUT THE COMPANY RELATED WITH THE REPORT |
2 |
| 4 | INFORMATION CONCERNING THE RELEVANT PROCEDURES AND RELEVANCE WITH THE MARKET CONDITIONS |
3 |
| 5 | CONCLUSION | 3 |
,
This report has been prepared in accordance with the "Corporate Governance Communiqué" Serial: II, No: 17.1 of the Capital Markets Board (CMB). Related Communiqué; "The terms and conditions of these transactions are determined by the board of directors in the common and continuous transfer of assets, services and liabilities between the parties whose shares are traded in the stock exchange and its related parties. The proportion of the cost of sales of joint ventures whose shares are traded on the stock exchanges to the related party in the period that they are accounted for in the financial statements in accordance with the last annual financial statements announced in the public procurement transactions in accordance with the latest annual financial statements If the ratio to the amount of revenue generated is predicted to reach more than 10%, in addition to the decision of the board of directors, a report is prepared by the board of directors of the partnership regarding the conditions of the transactions and comparison with the market conditions, and this report shall be announced in full or in final Public Disclosure Platform (KAP).
The purpose of this report is to disclose the conditions and market conditions of the transactions performed by Aselsan Elektronik Sanayi ve Ticaret A.Ş. with the related persons within the scope of CMB legislation and defined in the International Accounting Standard 24 (IAS 24), it is to show that there is no result against the Company.
This report assesses the transactions of the Company with related parties in 2023 that are expected to exceed 10% of the cost of sales in relation to the last annual financial statements announced in the publicly announced purchase transactions in the annual financial statements.
The Company was established in order to engage principally in research, development, engineering, production, tests, assembly, integration and sales, after sales support, consultancy and trading activities, to provide and conduct all sorts of activities for project preparation, engineering, consultancy, service providing, training, contracting, construction, publishing, trading, operation and internet services regarding various software, equipment, system, tools, material and platforms in the fields of electrical, electronics, microwave, electro-optics, guidance, computer, data processing, encryption, security, mechanics, chemistry and related subjects within the army, navy, air force and aerospace applications to all institutions, organizations, companies and individual consumers.
The Company was established at the end of 1975 as a corporation by Turkish Land Forces Foundation. The Company commenced its production activities in Macunköy Facilities in early 1979.
The Company is registered to Capital Markets Board of Turkey ("CMB") and its shares have been quoted in Borsa İstanbul Anonim Şirketi ("BIST") since 1990. 25,80 percent of the Company's shares are publicly traded as of 31 December 2023.
The capital structure of the Company as of 31 December 2023 is as follows:
| Shareholders | Share (%) |
|---|---|
| Turkish Armed Forces Foundation (TAFF) | 74,20% |
| Publicly held | 25,80% |
| Total | 100,00% |
The Presidency of Defence Industries (SSB) was founded in 1985 as the Defence Industry Development and Support Administration Office (SaGeB) under the Ministry of National Defense in accordance with Law No. 3238.
The SaGeB's tasks were to set policies regarding the establishment of the infrastructure of the defence industry with the authority and responsibility to apply these policies. Subsequently, the SaGeB was restructured as the Undersecretariat for Defence Industries in 1989.
In order to develop a modern defense industry and to enable the modernization of the Turkish Armed Forces (TSK), SSB is designated to:
Research, develop, and produce prototypes of modern weapons, devices and equipment; provide advance loans and determine long-term orders and other financial and economic incentives.
Enter into contracts covering technical and financial issues taking into account long term procurement decisions according to the nature of the work with the specifications and standards to be determined by the Ministry of National Defense.
There are various purchase orders between the Company and SSB in the period before and after 2023 with a delivery date of 2024 amounting to TL 30.265 Million.
The biggest item of total delivery to be made in 2024 are "Air and Missile Defense System" (6.573 Million TL) and "Air Systems" (1.588 Million TL) projects. Due to the high purchasing figures foreseen in 2024, it is forecasted that the amounts in an accounting period between the Company and SSB will reach more than 10% of the revenue according to the publicly announced last annual financial statements in the purchase transactions.
Based on the Communiqué Serial: II, No: 17.1, the ratio of the amount of the Company's transactions with SSB in the accounting period to the revenue according to the last annual financial statements announced in the public procurement in the accounting period is more than 10% of the processes leading to the prediction of its arrival; Service and liability transfers in accordance with market conditions as specified in the contracts.
ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. THE BOARD OF DIRECTORS
Prof. Dr. Ercümend ARVAS Chairman of the Board of Directors
Alpaslan KAVAKLIOĞLU Vice Chairman of the Board of Directors
Dr. İsmail ARI Member of the Board of Directors
Bekir BAYRAKDAR Member of the Board of Directors
Yavuz ÇELİK Member of the Board of Directors
Salih KUL Member of the Board of Directors
Mustafa Murat ŞEKER Member of the Board of Directors
Prof. Dr. Ebru TÜMER Member of the Board of Directors
Prof. Dr. Ahmet YOZGATLIGİL Member of the Board of Directors
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