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ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş.

AGM Information May 16, 2025

5891_rns_2025-05-16_db6576e6-72b0-49ff-96fe-1a2c12e2ba93.pdf

AGM Information

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ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. INFORMATIVE DOCUMENT RELATED TO THE 50th ORDINARY GENERAL ASSEMBLY MEETING DATED 29.05.2025

The 50th Ordinary General Assembly Meeting of our Company for the year 2024 shall be held at ASELSAN Akyurt Facility at the address of Çankırı Yolu 7. Km Akyurt / ANKARA, at 10:00 on 29.05.2025 Thursday 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 2024 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 50th 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 6362; 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, BOARD OF DIRECTORS

ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. AGENDA OF 50TH ANNUAL ORDINARY GENERAL ASSEMBLY MEETING 29.05.2025

  • 1) Opening, moment of silence, performing of the national anthem and appointment of the Chairman of the Meeting.
  • 2) Review and discussion of the Annual Report for fiscal year 2024 as prepared by the Board of Directors.
  • 3) Presentation of the report of the independent auditing firm for fiscal year 2024.
  • 4) Review, discussion and approval of financial statements for fiscal year 2024.
  • 5) Reaching resolution on the acquittal of the members of Board of Directors on operations and accounts of the company for fiscal year 2024.
  • 6) Determination of the dividend distribution and the dividend payout ratio for fiscal year 2024.
  • 7) Election of members of the Board of Directors, including independent members of the Board of Directors, and determination of their terms of office.
  • 8) Determination of the remuneration of the members of the Board of Directors.
  • 9) Election of the independent audit company in accordance with the Turkish Commercial Code numbered 6102 and Capital Market Law numbered 6362 and other relevant legislation.
  • 10) Submitting information on donations made; guarantee, pledge, mortgage and warranties given on behalf of third parties and revenue and benefits acquired in 2024.
  • 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 2024, as per the regulations of the Capital Markets Board.
  • 12) Determining the upper limit of donations and aids to be made in fiscal year 2025.
  • 13) Determining the upper limit of sponsorships to be made in fiscal year 2025.
  • 14) Submitting information on the subject that shareholders who got the administrative competence, 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.
  • 15) Wishes and recommendations.

LETTER OF PROXY ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş.

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 50th Ordinary General Assembly Meeting of ASELSAN Elektronik Sanayi ve Ticaret A.Ş. to be held on 29.05.2025, at 10:00 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.

A) Scope of the Representative Power

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).

1. About the Subjects of General Assembly Agenda;

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.

Instructions:

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.

2. Special instruction regarding the other subjects that may come up at the General Assembly Meeting and especially regarding the use of minority rights;

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.

B) Shareholder determines the shares to be represented by proxy through choosing one of the options below.

1. I approve the representation of shares specified below by the proxy.

a) Group:

  • b) Quantity-Nominal Value:
  • c) Has privilege in voting or not:
  • d) The ratio of specified shares to total shares/voting rights owned by the shareholder:

2. I hereby approve the representation of all my shares by proxy, which are in the list of attendants prepared by MKK one day prior to the general assembly.

Of the Shareholder:

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.

EXPLANATIONS IN SCOPE OF CAPITAL MARKET BOARD REGULATIONS

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 50th 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 16.05.2025:

OUR
SHAREHOLDERS
GROUP A REGISTERED GROUP A
PERCENTAGE (%)
GROUP B REGISTERED GROUP B
PERCENTAGE (%)
TOTAL CAPITAL SHARE (TL) PROPORTION 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.

DISCLOSURES WITH RESPECT TO THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED 29.05.2025

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 Representatives To Be Present At These Meetings" which was published 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.

2) Review and discussion of the Annual Report of fiscal year 2024 which is prepared by the Board of Directors.

Pursuant to the provisions of the relevant legislation, the fiscal year 2024 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 50th General Assembly meeting, shall be read at the General Assembly and be submitted for the discussion of our shareholders.

3) Presentation of the report of the independent auditing firm for fiscal year 2024.

Pursuant to the provisions of the relevant legislation, the fiscal year 2024 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 50th General Assembly meeting, shall be read at the General Assembly.

4) Review, discussion and approval of financial statements for fiscal year 2024.

The financial statements for the fiscal year 2024, which are prepared pursuant to the provisions of the relevant legislation and will be available for at least three (3) weeks before the 50th 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.

5) Reaching resolution on the acquittal of the members of Board of Directors on operations and accounts of the company for fiscal year 2024.

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 2024 shall be submitted to the approval of the General Assembly.

6) Determination of the dividend distribution and the dividend payout ratio for fiscal year 2024.
---- ------------------------------------------------------------------------------------------------ -- -- -- -- --
ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş.
2024 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 8.265.852.849,04 16.578.260.639,82
4- Taxes Payable (-) (1) 6.956.866.259,39 0,00
5- NET PROFIT FOR THE PERIOD (=) (2) 15.298.743.161,65 16.578.260.639,82
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) 14.842.743.161,65 16.018.848.087,94
9- Donations Made throughout the Year (+) 57.968.057,00
10- Net Distributable profit for the period, donations included 14.900.711.218,65
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 842.000.000,00 842.000.000,00
16- Secondary Legal Reserve 84.200.000,00 84.200.000,00
17- Statutory Reserve 0,00 0,00
18- Special Reserve 0,00 0,00
19- EXTRAORDINARY RESERVE 13.688.543.161,65 14.864.648.087,94
20- Other resources to be distributed 0,00 0,00

(1) Our Company has lost Continuing Operations Tax Expense valuing TL 6.956.866.259,39 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 15.222.719.108,43 is used, since TL 76.024.053,22 of the net profit for the period corresponds to non-controlling interests, where our Company's net profit for the period is TL 15.298.743.161,65

As presented in the table above, of the net profit generated by our company from its 2024 activities;

  • − In accordance with Article 519/(1) of the Turkish Commercial Code, General Legal Reserves amounting to TL 456.000.000,- is going to be allocated,
  • − Out of net distributable profit to the shareholders for the period, calculated in the framework of the dividend distribution regulations and decisions of the Capital Markets Board, gross, TL 1.070.000.000,- (Kuruş 23,464912 per share of TL 1 and 23,464912% on the basis of the capital) (net TL 909.500.000,- Kuruş 19,945175 per share of TL 1 and 19,945175% on the basis of the capital) shall be distributed in the form of cash
  • − In accordance with Article 519/2 of the Turkish Commercial Code, General Legal Reserves amounting to TL 84.200.000,- is going to be allocated,
  • − 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 2025.
  • 7) Election of members of the Board of Directors, including independent members of the Board of Directors, and determination of their terms of office.

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 Göksel SEVİNDİK, Ebru TÜMER and İsmail ARI, whose terms of duty have expired.

The Nominee List of the Independent Members of the Board, which was submitted to the evaluation of CMB on 29.04.2025 is given below.

    1. Ebru TÜMER
    1. Göksel SEVİNDİK
    1. İsmail ARI
    1. Soner ALTAŞ
    1. Okan EROL

Regarding the 5 Nominees of Independent Members of the Board, whom were submitted to their evaluation previously, CMB stated with their letter dated 16.05.2025, that no opposing opinion shall be submitted.

8) Determination of the remuneration of the members of the Board of Directors.

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 2026 at which the year 2025 activities will be discussed, shall be determined.

9) Election of the independent audit company in accordance with the Turkish Commercial Code numbered 6102 and Capital Market Law numbered 6362 and other relevant legislation.

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 2025 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 2024.

It shall be submitted to our shareholders' information at the General Assembly that TL 57.968.057, worth of donation was made by our Company in 2024.

It shall be submitted at the General Assembly for our shareholders' information that in 2024, 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 44.733.591
ASELSAN Hassas Optik San. ve Tic. A.Ş. TL 146.971.600

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 2024, 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 2025. The proposals that shall be given by the shareholders regarding the upper limit of the donation and aids to be made in fiscal year 2025, 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 2025. The proposals that shall be given by the shareholders regarding the upper limit of the sponsorships to be made in fiscal year 2025, 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.

15) Wishes and recommendations.

ANNEX-1: The Report of Related Party Transactions in 2024 ANNEX-2: Nominee List For The Independent Members Of The Board

    1. Ebru TÜMER
    1. Göksel SEVİNDİK
    1. İsmail ARI
    1. Soner ALTAŞ
    1. Okan EROL

ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. THE REPORT OF RELATED PARTY TRANSACTIONS IN 2024

INDEX

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

1. GENERAL INFORMATION

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 2024 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.

2. INFORMATION ABOUT ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş.

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 2024.

The capital structure of the Company as of 31 December 2024 is as follows:

Shareholders Share (%)
Turkish Armed Forces Foundation (TAFF) 74,20%
Publicly held 25,80%
Total 100,00%

3. INFORMATION ABOUT THE COMPANY RELATED WITH THE REPORT

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:

  • Carry out the decisions adapted by the Defense Industry Executive Committee.
  • Conclude ordering contracts of purchases to be made on project basis extending to years.
  • Reorganize and integrate the current national industry in line with defense industry needs; encourage new enterprises and orient them according to this integration and needs; explore the possibilities of foreign capital and technology contributions; direct enterprises to this end, and finally, plan the participation of the State.
  • Set procurement schedules and financing models by taking resources into consideration.
  • Plan the production of required modern weapons and equipment by the private or the public sector.
  • Support new private, public or joint investments on condition of openness when necessary.
  • 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.

  • Coordinate exports, industry participation and off-set trade issues related to defense industry products.
  • Grant loans from the Defense Industry Support Fund or obtain loans from domestic and overseas sources and establish and participate in domestic and foreign companies where necessary.
  • Monitor whether outputs comply with the contract content through quality controls and check whether contract conditions have been fulfilled or not.
  • Ensure that implementation deficiencies are resolved by the relevant organizations and companies.
  • Procure the needs of Presidency of the National Intelligence Organization and the urgent needs of the Turkish National Police relating to intelligence and security.

4. INFORMATION CONCERNING THE RELEVANT PROCEDURES AND RELEVANCE WITH MARKET CONDITIONS

There are various purchase orders between the Company and SSB in the period before and after 2024 with a delivery date of 2025 amounting to TL 48.265 Million.

The biggest item of total delivery to be made in 2025 are "Military and Civil Security Systems" (11.181 Million TL), "Air and Missile Defense System" (9.679 Million TL) and "Electronic Warfare Systems" (3.173 Million TL) projects. Due to the high purchasing figures foreseen in 2025, 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.

5. CONCLUSION

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

Göksel SEVİNDİK 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

ANNEX-2: Nominee List For The Independent Members Of The Board

PROF. DR. EBRU TÜMER

Ebru TÜMER was born in Adana in 1973 and completed all her education there until her university education. She completed her undergraduate education at Istanbul University, Faculty of Economics, Department of Economics in 1994 and started her graduate education at Gebze Institute of Technology in the same year. TÜMER started to work as a research assistant at the same university in 1996 and received the title of Doctor in 2002 by completing her Ph.D. In Business Administration. She has been at Northeastern University in the USA for academic research for a certain period of her graduate education. TÜMER received the title of Associate Professor in 2009 and became a Professor in 2015. She has been working as a Marketing Professor at the Gebze Technical University (GTU), Faculty of Business Administration.

Her expertise and research interests lie in the areas of strategic marketing management, sustainable and social marketing, Integrated marketing communication, strategic brand management, and consumer behavior. Professor TÜMER published numerous papers in international journals, including high-impact journals such as the Journal of Business Research. Besides, she contributed to Turkish literature by national papers. Professor TÜMER also wrote chapters in some national and international books and participated in a large number of national and international scientific conferences. She currently lectures on undergraduate, Master's, and Ph.D. level courses and teaches marketing management, marketing communication, and consumer behavior.

In addition to her work in the fleld of marketing, Professor TÜMER leads various activities within GTU to develop the entrepreneurship ecosystem. In this regard, she worked as a coordinator in the project "Creation and Execution of Entrepreneurship Certificate Programs in Universities" within the scope of the Capacity Building for Innovation and Entrepreneurship Grant Programme supported by TÜBITAK. Professor TÜMER also served as a member of the TOBB Provincial Women Entrepreneurs Board between 2019-2023. TÜMER, who also has research in the field of sustainable development, was the executive of the project titled "Identification of Barriers to Individual Recycling Behavior," supported by TÜBİTAK 1001 Program between 2021-2023.

During certain periods of her career, she held various administrative positions in GTU, such as Dean of Faculty of the Business Administration, Associate Dean of the Faculty of Business Administration, University Board Member, University Senate Member, Academic Promotion and Evaluation Board Member, Human Research Ethics Committee Member, and Social Sciences Institute Board Member.

Prof. Dr. Ebru TÜMER has been elected as an Independent Member of Board of Directors at Extraordinary General Assembly Meeting held on September 22, 2023,

Professor TÜMER, who speaks English fluently, has two children.

Statement of Independence

TO THE BOARD OF DIRECTORS OF ASELSAN ELEKTRONIK SANAYI VE TICARET A.S. ANKARA

Date:28/04/2025

With respect to the corporate governance principle numbered 4.3.6 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, in order for me to be selected as an Independent Board Member of ASELSAN Elektronik Sanayi ve Ticaret A.Ş. (Company), I hereby agree, represent and undertake that I;

  • k] do not have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, do not own more than 5% of the capital or voting rights or privileged shares either jointly or solely or do not have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and myself, my spouse and my relatives by blood or marriage up to second degree,
  • I) have not been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit, statutory audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods,
  • m) have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member,
  • n) will not be serving as a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation,
  • o) am residing in Turkey in accordance with the Income Tax Law (I.T.L) dated 31.12.1960 and numbered 193,
  • p) am capable to contribute positively to the operations of the corporation, to maintain my objectivity in conflicts of interests between the corporation and the shareholders, have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
  • g) am able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties,
  • r) have not conducted membership of board of directors more than a term of six years in the last ten years,
  • s) am not the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange,
  • t) have not been registered and announced as a board member representing a legal entity.

I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties.

Sincerely vours, Prof. Dr. Ebru TÜMER

Göksel Sevindik

Istanbul, 1962

Languages: English, French

Education

  • Turkish Military Academy, 1984
  • CIS School and Training Center Command, 1985

Professional Experiences

  • Between 1985 and 1989, he served as a platoon commander in Cyprus and Hakkari, and between 1990 and 1996, he served as a company commander Land Forces Command Communication Battalion in Ankara. In 1991, he attended the Logistics Course and in 1995 the Peacekeeping Course.in 1996, he attended the Signal Officers Advanced Course in the USA for 6 months. Between 1997 and 1999, he worked as the Chief of the Electronic Warfare Department and Instructor at the CIS School and Training Center Command. During this duty, he participated in the Teacher Training Course at the Training and Doctrine Command in 1998 and gained pedagogical formation. Between 1999 and 2000, he served as a project officer in the Turkish General Staff. In 2000, he attended the Computer course.
  • Between 2000 and 2003, he represented our country as a National Technical Expert (NATEX) in Belgium at NATO C3 Agency, and then served as the Demonstration and Exercise Battalion Commander at the CIS School and Training Center Command between 2003-2005. He attended the Milliary Management Course before serving as a Battalion Commander.
  • Between 2005 and 2007, he served as the Head of Configuration Management and Quality Assurance Department at Allied Command Europe Supreme Headquarters (SHAPE) Belgium/Mons, with the rank of Colonel. Prior to this position, he took a Configuration Management course in 2005.
  • Between 2007 and 2009, he served as the Commander of the CIS Regiment of the 3rd Corps (NATO High Readiness Corps (HRF). Prior to this duty, he took the Regimental Command course. Subsequently, between 2009 and 2015, he served as the Director of the Requirements and Concept Branch at Turkish General Staff CIS Directorate and participated NATO C3 board meetings as the Turkish member.
  • With the decisions of the Supreme Millitary Council in 2015, he was promoted to the rank of Brigadier General and appointed as the Head of the Plan Coordination Department of the General Staff ClS Directorate. In 2017, he was appointed as the Chief of the General Staff CIS Directorate with the decisions of the Supreme Military Council and continued this duty until 2019. During these duties, he represented Turkey in NATO C3 Boards meetings. In 2015, he attenced the General Orientation Course.
  • In 2019, he was nominated by Turkey as the Chief of Staff of the NATO Communication and Information Agency (NCIA) and was elected to this position by the Military Committee with a majority of votes, prefered against the Greek candidate, and served in this position between April 2019 and April 2022. For three years, he served as the Chief of Staff of NATO's highest level CIS organization, where all CIS, Cyber and Electronic Warfare projects and operational activities are carried out, with approximately 3200 military and civilian personel. During this duty, he completed the restructuring of the NATO Communication and Information System Academy (NCI Academy), especially as the Senior Responsible Officer (SRO) of the academy, officially opened the academy with the participation of the NATO Secretary General, and established and chaired the Education and Training Boards. Following the completion of his three-year service, he was appointed to Turkish General Staff and retired with the decisions of the Supreme Military Council in August 2022.
  • " He is married and he has one daughter.

Statement of Independence

TO THE BOARD OF DIRECTORS OF ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. ANKARA

Date28/2025

With respect to the corporate governance principle numbered 4.3.6 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, in order for me to be selected as an Independent Board Member of ASELSAN Elektronik Sanayi ve Ticaret A.S. (Company), I hereby agree, represent and undertake that I;

  • k) do not have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, do not own more than 5% of the capital or voting rights or privileged shares either jointly or solely or do not have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and myself, my spouse and my relatives by blood or marriage up to second degree,
  • I) have not been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of board of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods,
  • m have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member,
  • n) will not be serving as a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation,
  • o) am residing in Turkey in accordance with the Income Tax Law (J.T.L) dated 31.12.1960 and numbered 193.
  • p) am capable to contribute positively to the operations of the corporation, to maintain my objectivity in conflicts of interests between the corporation and the shareholders, have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
  • g) am able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties.
  • r) have not conducted membership of board of directors more than a term of six years in the last ten vears.
  • s) am not the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange.
  • t) have not been registered and announced as a board member representing a legal entity.

I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties.

Sincerely yours, ksel SE innit

DR. ISMAIL ARI ÖZYEĞİN UNIVERSITY DIRECTOR OF KNOWLEDGE. TECHNOLOGY TRANSFER AND ENTREPRENEURSHIP (KTTE)

COMPUTER ENGINEERING DEP. ASST. PROFESSOR

TÜBİTAK SAGE BOARD MEMBER

GOALS

Contributing new, globally competitive, deep-tech products and business models in defense and ICT fields

SKIITS

New industrial cluster initiations. Project & Portfolio Management. Multi-disciplinary engineering perspective. Technical and business mentorship.

FXPFRIFNCF

ÖZYEĞİN UNIVERSITY, DIRECTOR OF KTTE, ASST. PROFESSOR 2009-2023

Ozyegin University (OzU) is ranked among the Top-10 most entrepreneurial and innovative universities in TUBITAK GYUE Index. I am one of the founding faculty members of OzU, contributing to its educational, academic and entrepreneurial success stories. Currently, I am directing the KTTE Centers.

In my Computer Engineering Professorship role. I have led many public (TUBITAK, EU Marie Curie) and private projects (IBM, Turkish Telekom, TUPRAS), published papers & patents (H-Index:20) graduated PhD-MS-BS students and have been granted national & international awards. I have expertise in Defense and ICT (big data, cloud computing, machine learning, distributed) systems.

TÜBİTAK, VICE PRESIDENT (VP) AND SCIENCE COMITTEEE MEMBER MAY- SEPT 2018

I was responsible from the TEYDEB group, including industrial projects, TTO and BIGG entrepreneurship support mechanisms. I helped with the initiation of Tech-InvesTR Fund (1514) and other industrial/entrepreneurial programs.

TEKNOPARK ISTANBUL, GM DEP. & SCIENCE COMMITTEE MEMBER 2013-2020

Acted as the Deputy GM for Corporate Development & GM of Teknopark Istanbul from its opening in 2013 to 2018, when it reached 400+ R&D firms. I stayed as a Science Committee and Incubation Center Jury Member until summer 2020. I designed the evaluation forms for R&D firms & Entr. Center.

HEWLETT-PACKARD LABS, EXPERT SCIENTIST, PALO ALTO, CA, USA

2004-2009: Worked as a Systems and Software Expert in Information Systems, Database and Storage Technologies Departments. Developed new products for HP, applied for patents and published papers.

INDEPENDENT BOARD AND JURY MEMBERSHIPS

  • · 2023-Date: TÜBİTAK SAGE (Defense R&D Institute)
  • · 2021-2023: SAHA ISTANBUL (Defense and Aerospace Cluster)
  • · 2021-Date: ÜSİMP: Univ. Industry Cooperation Centers Platform
  • · 2019-2020: Düzce Teknopark, Board Member
  • · 2018-2019: Teknopark Istanbul, Science & Tech. Committee
  • · 2012-Date: Referee for TÜBİTAK, KOSGEB, EU, Development Agency etc. programmes an advantage. (100+ sessions).

2

DR. ISMAIL ARI

DIRECTOR OF KNOWLEDGE, TECHNOLOGY TRANSFER AND ENTREPRENEURSHIP (KTTE)

COMPUTER ENGINEERING DEP. ASST. PROFESSOR

TÜBİTAK SAGE BOARD MEMBER

HAVOOZ ICT LTD, CO-FOUNDER

2010-2015: Founded Havooz, the first big data company of Türkiye serving public and private sectors, which became a partner of IBM, Oracle, Microsoft and Cloudera.

EDUCATION

2004 UNIVERSITY OF CALIFORNIA SANTA CRUZ, PHD. CS

Research Assistant and PhD Student in Computers Systems' Performance, Networked Storage Design and Big Data fields.

2001 UNIVERSITY OF MARYLAND BALTIMORE COUNTY, MS. CSEE

Research and Teaching Assistant in Computer Network Performance, Quality and Security fields.

1998 BOGAZICI UNIVERSITY, BS. EE

Design of control and electronic systems, double minor.

Ranked 11th in 1994 University Entrance Exam.

Statement of Independence

TO THE BOARD OF DIRECTORS OF ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. ANKARA

Date: 25.04.2025

With respect to the corporate governance principle numbered 4.3.6 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, in order for me to be selected as an Independent Board Member of ASELSAN Elektronik Sanayi ve Ticaret (Company), I hereby agree, represent and undertake that I;

  • k) do not have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, do not own more than 5% of the capital or voting rights or privileged shares either jointly or solely or do not have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and myself, my spouse and my relatives by blood or marriage up to second degree,
  • have not been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of board of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit, statutory audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods.
  • m) have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member.
  • n) will not be serving as a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation,
  • o) am residing in Turkey in accordance with the Income Tax Law (I.T.L) dated 31.12.1960 and numbered 193,
  • p) am capable to contribute positively to the operation, to maintain my objectivity in conflicts of interests between the corporation and the shareholders, have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
  • q) am able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties,
  • r) have not conducted membership of board of directors more than a term of six years,
  • s) am not the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange,
  • t) have not been registered and announced as a board member representing a legal entity.

I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties.

Sincerely yours, DR. İSMAİL ARI

CURRICULUM VITAE

PERSONAL INFORMATION

Name and Surname

: Soner ALTAŞ

EDUCATION
Bachelors Degree Bachelor of Science, Finance, Hacettepe University 1993-1997
Masters Degree Master of Business Administration, University of
Tennessee
2006-2007
PhD PhD, Hacettepe University 2012-2019

WORK EXPERINCE

Sumerbank Assistant Inspector 1998-2000
Ministry of Industry and Trade Assistant Inspector 2000-2004
Ministry of Industry and Trade Inspector 2004-2010
Ministry of Industry and Trade Chief Inspector 2010-2011
Ministry of Science, Industry and
Technology
Chief Inspector, Member of Report Evaluation
Commission, Member of Education Commission
2011-2018
Ministry of Industry and Technology Chief Inspector, Member of Report Evaluation
Commission, Member of Education Commission
2018-2024
Redstone Corporate Consulting
Altas
Kurumsal
Danışmanlık
Anonim Şirketî
Founder - Partner - Chairman of the Board 01.09.2022-
continuing

ENGLISH LANGUAGE LEVEL

TOEFL : 580

PUBLISHED BOOKS

  1. Joint-Stock Companies, 13th Edition, Seçkin Publishing, Ankara, September 2024, 1.312 pages

  2. Limited Liability Companies, 12nd Edition, Seckin Publishing, Ankara, September 2024, 976 pages

  3. Auditing of Companies (Independant, Public and Private Auditors), 7th Edition, Seckin Publishing, Ankara, January 2017, 615 pages

  4. Turkish Commercial Law, 7th Edition, Seçkin Publishing, Ankara, April 2014, 424 pages

  5. What is New In Turkish Commercial Code?, 3rd Edition, Seckin Publishing, Ankara, March 2013, 144 pages

  6. Guide of General Meeting at Joint-Stock Companies, 10th Edition, Seçkin Publishing, Ankara, January 2024, 310 pages

  7. Guide of General Meeting at Linited Liability Companies, 7th Edition, Seckin Publishing, Ankara, January 2024, 220 pages

  8. Handbook for General Meeting of Joint-Stock Companies, Seckin Publishing, Ankara, March 2014, 51 pages

  9. Handbook for General Meeting of Limited Liability Companies, Seçkin Publishing, Ankara, March 2014, 36 pages

  10. Practical Questions About Turkish Commercial Law, Legal Publishing, Istanbul, February 2015, 325 pages

  11. Turkish Commercial Code and Related Regulation, Legal Publishing, Istanbul, December 2017, 1.223 pages

  12. High Court Decisions in Turkish Commercial Law, Seckin Publishing, Ankara, February 2018, 1.062 pages

  13. Tax Liabilities of the Shareholders and Legal Representatives of Capital Companies (Comparative with United States and Some EU Member States), Seçkin Publishing, Ankara, September 2019, 392 pages

  14. Book of Shares (Share and Share Certificates), Seckin Publishing, Ankara, June 2021, 839 pages

  15. Public Companies Law , Seckin Publishing, Ankara, 3rd. Edition, January 2023, 616 pages

  16. Handbook of Directors of Municipal Companies, Vizyon Publishing, Ankara, December 2021, 163 pages

  17. Allocation and Usage of Reserves at Companies and Cooperatives, Vedat Publishing, Istanbul, January 2010, 384 pages

  18. Auditing Companies Upon Turkish Commercial Act Draft, Seçkin Publishing, Ankara, January 2010, 271 pages

PUBLISHED ARTICLES AND COLUMNS

Published more than 1.500 articles and colums about Turkish Commercial Law in peer-reviewed magazines and economy newspapers, like Yaklaşım, Lebib Yalkın, Vergi Dünyası, Vergi Sorunları, Vergi Raporu, Terazi Hukuk, Legal Hukuk, Legal Mali Hukuk, Yargıtay, Karınca, Bankacılar, Mali Çözüm, Kazancı Hukuk, Banka ve Finans, European Company Law Journal, Revista Akademike Legal Journal and Dunya Newspaper.

AWARDS

Honor Student - Hacettepe University - Finance Department (1997)

Honor Student - Hacettepe University - Faculty of Economic and Administrative Sciences (1997)

Faculty Scholarship, University of Tennessee at Martin (2007)

Lifetime BGS International Business Honor Society Membership (2007 - .. )

SEMINARS, TRAININGS AND PANELS ATTENDED

Introduction Seminar on the New Turkish Commercial Code, Kayseri Chamber of Certified Public Accountants, 2011

Changes and Innovations Introduced by the New Turkish Commercial Code, Ankara Chamber of Commerce, 2011

New Turkish Commercial Code: Changes Regarding Commercial Companies, Ankara Metropolitan Municipality, 2012

Changes the New Turkish Commercial Code Will Bring to Business Life, Kırsehir, 2012

New Turkish Commercial Code and Commercial Companies, Ministy of Financial Crimes Investigation Board, 2012

Changes Introduced by the New Turkish Commercial Code, Credit Guarantee Fund Corporation, 2012

Changes the New Turkish Commercial Code Brings to Companies, UMAT General Merchandising Turkish Inc., 2012

Evaluation of the Turkish Commercial Code within the Corporate Governance Framework in Light of Recent Amendments - Panel, Turkish Corporate Governance Association, 2012

New Turkish Commercial Code and Businesses, Small and Medium Enterprises Development Organization (KOSGEB), 2012

Institutionalization and Turkey, Center for Change Dynamics Management, 2013 (Panel)

New Turkish Commercial Code, Ministy of Customs and Trade Inspector Assistant Training, 2013

Obligations According to the Turkish Commercial Code to be Fulfilled in 2013-2014, Ankara Chamber of Certified Public Accountants, 2013

Obligations and Opportunities Brought by the New Turkish Commercial Code in Light of Recent Amendments, Ankara Chamber of Commerce Council and Members of Professional Committees, 2014

Management Body and General Assembly Meetings in Capital Companies According to the Turkish Commercial Code, Bursa Chamber of Certified Public Accountants and Financial Advisors, 2014

Obligations and Responsibilities of Municipal Companies under Commercial Law, Sincan Municipality Company, 2019

Books, Accounting, Audit, and Commercial Law Practices in Organized Industrial Zones - OSBUK, 2023

Turkish Commercial Legislation, Ministry of National Defense Inspection Board, 2023

Legal Processes for Joint Stock and Linited Companies, Afyonkarahisar Chamber of Commerce and Industry, 2024

INTERNATIONAL WORKS AND OVERSEAS ASSIGNMENTS

Master's Education - University of Tennessee - United States (2006-2007)

Research Assignment on the Legal Infrastructure and Implementation of Electronic Commerce - United States (2006-2007)

Visiting Professor - University of Tennessee - United States (July-September 2016)

Research Assignment on Small and Medium-sized Enterprises in the United States (July-September 2016)

Visiting Professor - Vienna University of Economics and Business - Austria (July-September 2017)

Research Assignment on SMEs in the European Union - Austria (July-September 2017)

COMMITTEE PARTICIPATION AND OTHER ROLES

Financial Reporting Standards (IFRS) and New Turkish Commercial Code Training (2008)

Applied E-Signature Seminar (2009)

Participation in Drafting Committees for Laws, Regulations, Directives and Providing Opinions (2008-2024)

Work on Bureaucracy Reduction and Administrative Simplification Commission (2008)

Work on Increasing Transparency and Strengthening the Fight Against Corruption Action Plan (2010)

Editorial Board Member for Banking and Finance Law Journal (2012 - .. )

Advisory Board Member fir Customs and Trade Journal (2013 -.. )

Advisory Board Member for Leges Labor and Social Security Law Journal (2014- ... )

Member of the Report Evaluation Commission for the Directorate of Guidance and Inspection of the Ministry of Industry and Technology (2013 - ... )

Member of the Education Commission for the Directorate of Guidance and Inspection of the Ministry and Technology (2013 -... )

LICENSES AND OTHER OFFICIAL ROLES

Independent Auditor (2015)

Certified Public Accountant Financial Advisor (2015 - ... )

Expert Witness - Ankara Judicial District Court Justice Commission (2016-2017)

MEMBERSHIPS

Ankara Chamber of Certified Public Accountants

Turkish Corporate Governance Association

Beta Gamma Sigma International Business Honor Society

COMPUTER SKILLS

Microsoft Office (Word, Excel, PowerPoint, Web Design, Data Management, etc.)

PROJECTS UNDERTAKEN

Tacirsoft Legal Information System: The first and only database system specific to Corporate Law and OIZ Law in Turkey. (https://www.tacirsoft.com.tr)

Expert Stock Certificate Consultancy: Launched to provide expert consultancy services to companies regarding stocks and stock certificates. (https://www.uzmanpaysenedi.com.tr)

WEB SITES

Personal web site https://www.soneraltas.net Altas Consulting Company. https://www.altaslar.com Tacirsoft Law Database https://www.tacirsoft.com.tr Expert Stock Certificate Consulting https://www.uzmanpaysenedi.com.tr

STATEMENT OF INDEPENDENCE

Date: 07/01/2025

With respect to the corporate governance principle numbered 4.3.6 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, in order for me to be selected as an Independent Board Member of Your Company, I hereby agree, represent and undertake that I;

a) do not have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, do not own more than 5% of the capital or voting rights or privileged shares either jointly or solely or do not have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and myself, my spouse and my relatives by blood or marriage up to second degree,

b) have not been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of board of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit, statutory audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods.

c) have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member,

d) will not be serving as a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation,

e) am residing in Turkey in accordance with the Income Tax Law (I.T.L) dated 31.12.1960 and numbered 193,

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

g) am able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties,

h) have not conducted membership of board of directors more than a term of six years in the last ten years.

i) am not the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange,

j) have not been registered and announced as a board member representing a legal entity.

I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties.

Sincerely yours, Dr. Soner ALTAS

DR. OKAN EROL · [email protected] · [email protected] https://www.linkedin.com/in/okanerol

SUMMARY

Dr. Okan Erol is an entrepreneur, investor, and independent board member with over 25 years of experience in corporate governance, strategic finance, and technology-driven business leadership. He has served on the boards and advised multinational corporations and ventures in the technology, industrial minerals, renewable energy, and service sectors.

As an expert in risk management, investment strategy, and regulatory compliance, Dr. Okan Erol has played a key role in leading enterprises, fostering innovation, and securing high-value investments to drive sustainable business expansion.

He also serves as an expert evaluator for institutions such as the European Commission, Eureka Network, and TÜBİTAK, contributing to the assessment of R&D and innovation projects. Fluent in Turkish, English, and French, Dr. Okan Erol has deep expertise in corporate governance, financial structuring, M&A, global market expansion, and strategic growth.

PROFESSIONAL EXPERIENCES

WORDEGO Co-Founder, Chairman, CEO SORTEXT

Wordego Inc. | 2012 - Present | Chicago, San Francisco, Berlin, Istanbul

Wordego Inc. is a leading Al-driven ecommerce technology firm that specializes in visitor analytics, conversion rate optimization, and data-driven customer engagement solutions. The company operates across Chicago, San Francisco, Berlin, and Istanbul, serving global ecommerce businesses with advanced Al-powered tools to enhance targeting, retention, and revenue growth.

  • · Led corporate strategy, financial governance, and investor relations, positioning Wordego Inc. as a global leader in Al-driven ecommerce analytics and conversion optimization.
  • Secured over \$1M in funding through strategic investor partnerships, driving product innovation and global expansion.
  • Spearheaded the development of Al-powered analytics solutions, increasing ecommerce conversion rates by 25% and advertising efficiency by 30%.
  • Established corporate governance frameworks to enhance financial transparency, data security compliance, and strategic decision-making.
  • Led high-level stakeholder engagement, forging international partnerships to accelerate market expansion and drive sustainable growth.

CFO

Steno Energy Inc. | 2011 - 2012 | Istanbul

Steno Energy Inc., a subsidiary of the Süzer Group, specializes in solar energy solutions, focusing on Photovoltaic (PV) and Concentrated Solar Power (CSP) technologies. The company aimed to advance renewable energy adoption through strategic investments, joint ventures, and technological innovation in clean energy solutions.

  • Provided executive leadership and governance oversight, aligning renewable energy investments with corporate sustainability goals.
  • Led strategic investment planning, securing joint ventures with solar energy firms in the U.S., Spain, and Germany to expand market reach and technology adoption.
  • Advised board members on financial structuring, risk assessment, and compliance with global renewable energy regulations.
  • Conducted feasibility studies and market analyses, shaping investment decisions and capital allocation in solar energy projects.
  • · Developed corporate governance frameworks to enhance transparency, regulatory adherence, and strategic risk mitigation.

FEEN

Executive Board Member, CEO Esen Minerals Inc. | 2006 - 2010 | Istanbul

Esen Minerals Inc. is Turkey's leading producer of Ground Calcium Carbonate (GCC), supplying key industrial sectors, including construction, manufacturing, and chemical industries across Turkey, Europe, and the MENA region. The company plays a critical role in the industrial minerals supply chain, ensuring high-quality production, efficient distribution, and sustainable growth strategies.

  • · Directed corporate strategy, financial oversight, and governance, positioning Esen Minerals as a market leader in industrial minerals production.
  • · Led high-impact investment strategies, increasing revenues by 60% and EBIT by 55%, while managing an \$18 million operational budget.
  • Developed and implemented corporate governance frameworks to enhance financial . transparency, risk management, and regulatory compliance.
  • · Expanded the customer base to 800+ clients across Turkey, Europe, and MENA, strengthening international trade partnerships and market expansion.
  • · Advised board members on M&A opportunities, capital investments, and strategic financial planning, ensuring long-term business viability and shareholder value.
  • Provided board-level insights on risk mitigation strategies, industry regulations, and financial structuring to optimize operational efficiency and profitability.

Executive Board Member, CEO Imerys Minerals Turkey Inc. | 1998 - 2006 | Istanbul

Imerys Minerals Turkey Inc. is the Turkish subsidiary of Imerys Group, a global leader in industrial minerals production. The company specializes in the extraction, processing, and distribution of highvalue industrial minerals, serving industries such as construction, ceramics, paper, paints, and plastics. Operating at the intersection of innovation, sustainability, and global supply chains, Imerys plays a pivotal role in delivering high-performance mineral solutions to international markets.

  • Provided executive leadership in governance, strategic investment planning, and financial oversight, strengthening Imerys' market position in Turkey and Europe.
  • Led the establishment of two large-scale mineral processing plants with an annual production capacity of 1 million tons, enhancing global supply chain efficiency.
  • Directed the production and export of 5 million tons of industrial minerals to key European markets, optimizing operational scale and market reach.
  • Spearheaded M&A initiatives, conducting financial evaluations and due diligence on six potential acquisitions, successfully completing two strategic deals to expand the company's asset base.
  • · Managed an \$11 million operational budget, optimizing capital allocation, risk assessment, and financial strategy for long-term growth.
  • Advised executive leadership and board members on corporate governance, financial transparency, and compliance within the industrial minerals sector.

Business Development Manager

French Chamber of Commerce in Turkey | 1997 - 1998 | Istanbul

The French Chamber of Commerce in Turkey is a key organization facilitating bilateral trade, investment, and economic collaboration between France and Turkey. The Chamber provides strategic market insights, business matchmaking, and trade advocacy, helping French and Turkish enterprises expand their market presence and navigate regulatory landscapes.

  • Advised French multinational corporations and SMEs on market entry strategies, regulatory compliance, and investment opportunities in Turkey.
  • · Conducted feasibility studies and industry analyses, providing strategic insights to support foreign direct investment and corporate expansion.
  • Established high-value business connections, fostering bilateral trade partnerships between French enterprises and Turkish industry leaders.
  • Spearheaded initiatives that increased business development revenue by 48%, enhancing the Chamber's role as a key facilitator of France-Turkey trade relations.

VOLUNTEER EXPERIENCES

Expert Evaluator

European Commission | 2019 - Present | Brussels

  • Evaluated high-impact R&D and innovation projects under the Horizon Europe Program, advising . on grant allocation, financial viability, and strategic growth potential.
  • · Provided independent expert assessments, ensuring alignment with EU innovation policies and economic impact goals.

Expert Evaluator

Eureka Network | 2019 - Present | Brussels

  • Evaluated market-driven R&D projects across 40+ member countries, advising on grant allocation, innovation scalability, and economic impact.
    • · Provided independent assessments to ensure strategic alignment with international technology development and economic growth initiatives.

Expert Evaluator TÜBİTAK | 2019 - Present | Ankara

  • · Assessed R&D and innovation projects under TÜBİTAK-BIGG and TEYDEB programs, advising on grant allocation and commercialization potential.
  • · Provided independent evaluations to support strategic investment in high-potential Turkish SMEs, ensuring alignment with national innovation policies.

MBA Lecturer

Yalova University | 2011 - 2012 | Yalova

  • · Delivered MBA courses on Modern Management Techniques, focusing on corporate strategy, governance, and leadership best practices.
  • Provided industry-driven insights, bridging academic theory with real-world corporate . applications.

MBA Lecturer

Bahçeşehir University | 2010 - 2011 | Istanbul

  • · Lectured on Modern Management Techniques, emphasizing corporate leadership, strategic decision-making, and governance principles.
  • · Mentored MBA students, fostering critical thinking and executive leadership skills for future industry leaders.

MBA Lecturer

Gebze Technical University | 2009 - 2010 | Gebze

  • · Lectured on Entrepreneurship & SME Management, focusing on startup strategy, financial planning, and business growth.
  • Provided practical insights into venture creation and scaling, bridging academic concepts with real-world applications.

MILITARY SERVICE

Dr. Eng. Lieutenant

Turkish Naval Forces Software Development Center | 2010 - 2011 | Yalova

  • · Developed mission-critical software solutions to enhance training management and operational efficiency for the Turkish Naval Forces.
  • Led software engineering initiatives, optimizing inspection processes and data management to support strategic defense operations.

Statement of Independence

TO THE BOARD OF DIRECTORS OF ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.S. ANKARA

Date: 18/04/2025

With respect to the corporate governance principle numbered 4.3.6 of the Capital Markets Board's Communiqué on Corporate Governance numbered II-17.1, in order for me to be selected as an Independent Board Member of ASELSAN Elektronik Sanayi ve Ticaret A.S. (Company), I hereby agree, represent and undertake that I;

  • k) do not have a relationship in terms of employment at an administrative level to take upon significant duty and responsibilities within the last five years, do not own more than 5% of the capital or voting rights or privileged shares either jointly or solely or do not have established a significant commercial relation between the corporation, companies on which the corporation hold control of management or significant effect and shareholders who hold control of management of the corporation or have significant effect in the corporation and legal entities on which these shareholders hold control of management and myself, my spouse and my relatives by blood or marriage up to second degree,
  • I) have not been a shareholder (5% and more), an employee at an administrative level to take upon significant duty and responsibilities or member of board of directors within the last five years in companies that the corporation purchases or sells goods or service at a significant level within the framework of the contracts executed, especially on audit (including tax audit, statutory audit, internal audit), rating and consulting of the corporation, at the time period when the corporation purchases or sells services or goods,
  • m) have professional education, knowledge and experience in order to duly fulfill the duties assigned for being an independent board member,
  • n) will not be serving as a full time employee at public authorities and institutions after being elected, except being an academic member at university provided that is in compliance with the relevant legislation.
  • o) am residing in Turkey in accordance with the Income Tax Law (I.T.L) dated 31.12.1960 and numbered 193.
  • p) am capable to contribute positively to the operations of the corporation, to maintain my objectivity in conflicts of interests between the corporation and the shareholders, have strong ethical standards. professional reputation and experience to freely take decisions by considering the rights of the stakeholders.
  • q) am able to allocate time for the corporation's business in order to follow up the activities of the corporation and duly fulfill the allocated duties,
  • r) have not conducted membership of board of directors more than a term of six years in the last ten vears.
  • s) am not the independent member of the board of directors in more than three of the corporations as such; the corporation or the controlling shareholders of the corporation who hold the control of management corporations and in more than five corporations in total which are admitted to the trading on the exchange.
  • t) have not been registered and announced as a board member representing a legal entity.

I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties.

Sincerely yours, Okan Erol

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