FONET BİLGİ TEKNOLOJİLERİ A.Ş. — Audit Report / Information 2022

Aug 15, 2022

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CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR’S REPORT ON THE BOARD OF DIRECTORS’ REPORT ORIGINALLY ISSUED IN TURKISH

To the General Assembly of Fonet Bilgi Teknolojileri A.Ş.

1. Opinion

We have audited the annual report of Fonet Bilgi Teknolojileri A.Ş. and its subsidiary (the “Group”) for the accounting period of 01 January – 30 June 2022 period.

In our opinion, the financial information and the analysis made by the Board of Directors by using the information included in the audited consolidated financial statements regarding the Group’s position in the Board of Directors’ Semi Annual report are consistent and presented fairly, in all material respects, with the audited full set consolidated financial statements and with the information obtained in the course of independent audit.

2. Basis for Opinion

Our independent audit was conducted in accordance with the Independent Standards on auditing that are part of Turkish Standards on Auditing (the “TSA”) issued by the Public Oversight Accounting and Auditing Standards Authority (“POA”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities in the Audit of the Board of Directors’ Annual Report section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (the “Ethical Rules”) and the ethical requirements regarding independent audit in regulations issued by POA that are relevant to our audit of the consolidated financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.

3. Our Audit Opinion on the Full Set Financial Statements

We expressed an unqualified opinion in the auditor’s report dated 15 August 2022 on the full set consolidated financial statements for the 1 January – 30 June 2022 period.

Member of Grant Thornton International Ltd

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4. Board of Director’s Responsibility for the Semi Annual Report

The Group management’s responsibilities related to the annual report according to the Articles 514 and 516 of Turkish Commercial Code (“TCC”) No. 6102 and Capital Markets Board’s (“CMB”) Communique Serial II, No: 14.1, “ Principles of Financial Reporting in Capital Markets” (the “Communique”) are as follows:

• a) To prepare the annual report within the first three months following the balance sheet date and present it to the general assembly;

• b) To prepare the semi annual report to reflect the Group’s operations in that year and the financial position in a true, complete, straightforward, fair and proper manner in all respects. In this report financial position is assessed in accordance with the consolidated financial statements. Also, in the report, developments and possible risks which the Goup may encounter are clearly indicated. The assessments of the Board of Directors in regard to these matters are also included in the report.

• c) To include the matters below in the annual report:

• Events of particular importance that occurred in the Group after the operating year,

• The Group’s research and development activities,

• Financial benefits such as salaries, bonuses, premiums and allowances, travel, accommodation and representation expenses, benefits in cash and in kind, insurance and similar guarantees paid to members of the Board of Directors and senior management.

When preparing the annual report, the Board of Directors considers secondary legislation arrangements enacted by the ministry of Customs and Trade and other relevant institutions.

5. Independent Auditor’s Responsibility in the Audit of the Annual Report

Our aim is to express an opinion and issue a report comprising our opinion within the framework of TCC and Communique provisions regarding whether or not the financial information and the analysis made by the Board of Directors by using the information included in the audited consolidated financial statements in the annual report are consistent and presented fairly with the audited consolidated financial statements of the Group and with the information we obtained in the course of independent audit.

Our audit was conducted in accordance with the TSAs. These standards require that ethical requirements are complied with and that the independent audit is planned and performed an a way to obtain reasonable assurance of whether or not the financial information and the analysis made by the Board of Directors by using the information included in the audited consolidated financial statements in the annual report are consistent and presented fairly with the audited consolidated financial statements and with the information obtained in the course of audit.

Engin Bağımsız Denetim A.Ş. Member Firm of GRANT THORNTON International

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Nazım Hikmet Partner

Istanbul, 15 August 2022

Member of Grant Thornton International Ltd

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FONET INFORMATION TECHNOLOGIES INC.

INTERIM ACTIVITY REPORT BY BOARD OF DIRECTORS

01 January 2022 – 30 June 2022

“Strong Accumulation Innovative Technology”

INDEX

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|I.|ABOUT US .............................................................................................................................................. 3|
|II.|CAPITAL STRUCTURE ...................................................................................................................... 4|
|III.|INFORMATION ON PRIVILEGED SHARES ................................................................................ 5|
|IV.|COMPANY MANAGEMENT AND EMPLOYEE INFORMATION ........................................... 6|
|V.|CORPORATE ACTIVITIES ................................................................................................................ 8|
|VI.|FINANCIAL CONDITION OF THE COMPANY............................................................................ 8|
|VII.|STOCK INFORMATION .................................................................................................................. 10|
|VIII.|SOURCES OF FINANCE .................................................................................................................. 11|
|IX.|AMENDMENTS IN THE COMPANY'S ARTICLES OF ASSOCIATION.............................. 11|
|X.|BENEFITING FROM THE GOVERNMENT PROMOTIONS ................................................. 17|
|XI.|RESEARCH AND DEVELOPMENT ACTIVITIES ..................................................................... 17|
|XII.|SUBSIDIARIES AND BRANCHES OF THE COMPANY ......................................................... 17|
|XIII.|OTHER ISSUES .................................................................................................................................. 18|

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I. ABOUT US

Fonet Information Technology A.Ş (The Company) is subject to the laws of the Republic of Türkiye, Capital Market Law, and the provisions of the Turkish Commercial Code relating to the establishment of joint stock companies. Therefore, it operates in accordance with the provisions contained in the Turkish Commercial Code and Capital Market Law especially the provisions contained in the articles of association of the company, and on the condition that it stays within the scope of business.

Accordingly, the main business issue of The Company is the “Information Technology Sector” and its activity is defined in detail in Article 3 titled purpose and subject of the articles of association.

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Trade Name Fonet Bilgi Teknolojileri A.Ş.
Establishment Date 10.01.2001
Area of Activity Software/Informatics
Paid – in Capital 40.000.000 TL
Upper Limit of
400.000.000 TL
Registered Capital
Kızılırmak Mahallesi 1445. Sokak No: 2B/1
Address
The Paragon Tower Çankaya / ANKARA
Phone +90 312 438 59 19
Fax +90 312 440 36 52
Trade Registry No 350735
E-Mail Address fonet@fonetbt.com
Website www.fonetbt.com
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FONET; has been founded in 1997 to serve the IT healthcare sector. It is an IT company that turned into a limited liability Corporation in 2001 and then, turned into a joint-stock company in 2011. Operating in Health Informatics, Fonet is a provider in Information Management System, System Integration, Cosultancy and Turnkey Projects. Although healthcare information technology being the main activity, The Company is also involved in different information technology projects relevant to its field of expertise ~~.~~

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Within the scope of the transformation in the health sector in our country in the late 90s and early 2000s, we focused on the health sector in line with the use of information technologies in the health sector and having Health Institutions serving at international standards and started to produce solutions in this context. As closely following up the developments in technology and related legislations, keeping itself up to date, The Company came to our day with its services Fonet aims to make all the hospitals of those The Company provides services, reach to international standards in health informatics system.

Our Mission

Developing and improving via developing advanced technology In this way, By contributing to economics of Türkiye, we aim to strengthen our country’s position among global markets.

Our Vision

To be a leader company in the sector that enables the development and transformation via advanced technologies in Informatics sector, constantly increasing the value for its customers, providing quality service with its entrepreneur and customer oriented approach, competent team and knowledge of technology.

II. CAPITAL STRUCTURE

Having adopted the registered capital system, our Company has set its registered capital ceiling (upper limit) to 400.000.000 Turkish Liras until the year 2026 along with the permission of the Capital Markets Board.

The company’s issued capital is 40.000.000,00 Turkish Liras which has been paid in full within the upper limit of registered capital.

The company started to be traded in Istanbul stock on 4[th] of May, 2017. Details of the shares that form the capital of the company, which has started trading in the BIST MAIN / BIST TECHNOLOGY / BIST INITIAL PUBLIC OFFERING / BIST ALL SHARES / BIST ALL SHARES-100 / BIST ANKARA markets, are as shown in the table below;

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VOTING
SHARE IN CAPITAL RATIO IN CAPITAL
SHAREHOLDER RIGHT RATIO
(TL) (%)
(%)
ABDÜLKERİM GAZEN 15.338.333,10 38,35 65,32
THE MIRI STRATEGIC
EMERGING MARKETS FUND 6.040.381,87 15,10 8,49
LP
OTHER 18.621.285,03 46,55 26,19
TOTAL 40.000.000,00 100 100
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III. INFORMATION ON PRIVILEGED SHARES

Privileged Share Amount (Number): 2.222.222,22 A Group Equity

Privileged Share Amount (TL): 2.222.222,22 TL

Explanations on Voting Rights of Privileged Shares

Each share in the General Assembly has 15 Voting Right. In the event of company's Board of Directors consists of five members, two Board Members; in the event of six or seven members, three Board Members; and in the event of eight or nine members, four Board Members of the Board of Directors (A) are elected by the General Assembly among the candidates to be determined by the shareholders. Other Board Members; are elected by General Assembly in accordance with the Basket Clause. In case (A) group shareholders do not nominate candidates for the Board of Directors, the election is made by the General Assembly in accordance with the provisions of the Capital Markets Legislation and the Turkish Commercial Code.

Articles of Association Article 6:

Group (A) shares have the privilege to determine the members of the Board of Directors and also have the right to vote in the General Assembly.

Group (B) shares have no privileges.

Articles of Association Article 10:

At Ordinary and Extraordinary General Assembly Meetings (A) group shareholders have 15 voting rights for each share, (B) group shareholders have 1 voting rights for each one share.

IV. COMPANY MANAGEMENT AND EMPLOYEE INFORMATION

The management and representation of the Company belong to the Board of Directors. The business and administration of the Company is carried out by 6 Members of the

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Board of Directors elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. Members of the Board of Directors can be elected for a maximum of 3 years. The Board of Director Members whose term of office expires can be elected again.

The chairman of the Board of Directors is elected by the members of the Board of Directors that the (A) group of shareholders offer. The Members of The Board of Directors can also be The Members of The Board of Directors of the other companies.

The Members of The Board of Directors do not have activities within the scope of Prohibition of competing with the company through transactions on behalf of the company, itself, or others.

BOARD OF DIRECTORS

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NAME and SURNAME ROLE DUTY TERM
Abdülkerim GAZEN Chairman of the Board 03.04.2022 - 29.03.2025
Yasemin ŞAH Vice Chairman 03.04.2022 - 29.03.2025
Dr. Emre SEZGİN Board Member 03.04.2022 - 29.03.2025
Daniel Anders Henrik WERNER Board Member 03.04.2022 - 29.03.2025
Mahmut İBİŞ Board Member 03.04.2022 - 29.03.2025
Nisabeyim GAZEN Board Member 03.04.2022 - 29.03.2025
İlker SALTOĞLU Independent Board Member 12.05.2020 – 12.05.2023
Yusuf Serdar GÜRBÜZ Independent Board Member 12.05.2020 – 12.05.2023
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C O M M I T T E E S

In order for the Board of Directors to perform its duties and responsibilities in a sound manner, Pursuant to Article 4.5 of the corporate governance communiqué no: II-17.1 of the Capital Markets Board, the Board of Directors has decided to create the “Audit Committee”, “Early Detection of Risk Committee” and “Corporate Governance Committee” and determine job definitions; The Board of Directors has decided not to establish a different “Nomination Committee” and “Compensation Committee”, in place of this regarding committee’s duties ~~has~~ have been undertaken by the “Corporate Governance Committee”.

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Audit Committee

The audit committee supervises the company’s accounting system, public disclosure of financial information, independent audit, and the functioning and effectiveness of the company’s internal control and internal audit system.

NAME SURNAME	ROLE	TITLE
Yusuf Serdar GÜRBÜZ	Chairman of the Audit Committee	Independent Board Member
İlker SALTOĞLU	Member of the Audit Committee	Independent Board Member

Early Detection of Risk Committee

Early Detection of Risk Committee; it is responsible for early identification of risks that may endanger the existence, development and continuation of the company, taking necessary measures regarding the identified risks, and carrying out activities to manage the risk and it reviews risk management systems. The committee evaluates the situation in its report to the board of directors every two months, points out the dangers, if any, and shows the remedies.

NAME SURNAME	ROLE	TITLE
Yusuf Serdar GÜRBÜZ	Early Detection of Risk Committee Chairman	Independent Board Member
Dr. Emre SEZGİN	Early Detection of Risk Committee Member	Board Member

Corporate Governance Committee

The corporate governance committee determines whether corporate governance principles are applied in the company, if not, its rationale and conflicts of interest that arise from not fully complying with these principles, and advises the board of directors to improve corporate governance practices and it supervises the work of the investor relations department.

NAME SURNAME	ROLE	TITLE
İlker SALTOĞLU	Corporate Governance Committee Chairman	Independent Board Member
Dr. Emre SEZGİN	Corporate Governance Committee Member	Board Member
Deniz ÖZLÜK	Corporate Governance Committee Member	Investor Relations Manager

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As of 30[th] June, 2022, the number of personnel is 493 and the distribution is as follows;

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EMPLOYEE DISTRIBUTION NUMBER
Administrative Staff 22
Technical Staff 123
Company Headquarters Total 145
Field Staff [] 348
Total 493
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Within the scope of the contracts, they are the personnel working in the hospitals related to the fixed-term employment contract.

V. CORPORATE ACTIVITIES

In the relevant accounting period, there is no legal action taken for the benefit of the company, its parent company and its subsidiary, or its subsidiary with the guidance of the parent company, or any measures taken or avoided for the benefit of the parent partner or its subsidiary.

In the relevant accounting period, all of the commercial activities performed between both its controlling shareholder and its subsidiary were realized in accordance with market conditions. The company has no share in its acquisition.

There are no administrative or judicial sanctions imposed on the company and its managers due to practices contrary to the provisions of the law. Detailed information on other activities that are conducted is summarized under “XIII other issues”.

VI. FINANCIAL CONDITION OF THE COMPANY

Budget objective has been attained.

• The net profit of our company for the period of 1st January 2022 – 30th June 2022 is 12.266.963 Turkish Lira; the size of assets is 217.691.495 Turkish Lira and the total equity is 143.355.765 Turkish Lira.

• The financial statements of the company for the period of 1[st] January 2022 – 30[th ] June 2022 are presented below.

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STATEMENT OF PROFIT OR LOSS AND OTHER INCOME

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|30 June 2022|30 June 2021|
|CONTINUING OPERATIONS|
|Revenue|44.665.394|37.309.166|
|Cost of Sales (-)|-27.183.519|-18.601.422|
|Gross Profit (Loss) From Commercial|
|17.481.875|18.707.744|
|Operations|
|General Administrative Expenses (-)|-6.257.590|-3.355.696|
|Marketing Expenses (-)|-554.351|-237.426|
|Research and Development Expense (-)|-122.700|-1.535.949|
|Other Income from Operating Activities|2.812.969|1.529.467|
|Other Expenses from Operating Activities (-)|-1.533.872|-1.307.564|
|PROFIT (LOSS) FROM OPER. ACTIVITY (-)|11.826.331|13.800.576|
|Investment Activity Income|174.218|629.364|
|-|-|
|Investment Activity Costs|
|PROFIT (LOSS) BEF. FIN. INCOME (EXPENSE)|12.000.549|14.429.940|
|Finance Incomes|311.376|5.988|
|Finance Costs (-)|-498.711|-225.236|
|PROFIT (LOSS) FROM CONTINUING|
|11.813.214|14.210.692|
|OPERATIONS, BEFORE TAX|
|Tax (Expense) Income, Continuing Ops. (-)|453.749|233.556|
|-|-|
|Current Income Tax Expense|
|Deferred Tax (Expense) Income (-)|453.749|233.556|
|PROFIT (LOSS) FROM CONTINUING OPS.|12.266.963|14.444.248|
|PROFIT (LOSS)|12.266.943|14.444.248|

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STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)

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|ASSETS|30 June 2022|31 December 2021|
|Current Assets|56.998.728|57.427.554|
|Nun-Current Assets|160.692.767|133.477.823|
|TOTAL ASSETS|217.691.495|190.905.377|
|LIABILITIES|30 June 2022|31 December 2021|
|Current Liabilities|27.119.946|21.148.461|
|Non-Current Liabilities|47.215.784|37.656.039|
|Equity|143.355.765|132.100.877|
|TOTAL LIABILITIES|217.691.495|190.905.377|

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|RATIOS|
|LIQUIDITY RATIOS|30 June 2022|31 December 2021|
|Current Ratio|2,10|2,72|
|Liquid Ratio|2,08|2,69|
|Cash Ratio|0,31|0,59|
|FINANCIAL STRUCTURE RATIOS|30 June 2022|31 December 2021|
|Leverage Ratio|0,34|0,31|
|Financing Ratio|1,93|2,25|
|Debt Equity Ratio|0,52|0,45|
|PROFITABILITY RATIOS|30 June 2022|31 December 2021|
|Asset Profitability|0,06|0,20|
|Equity Profitability|0,09|0,28|

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VII. STOCK INFORMATION

Public Offering Date : 27-28 April 2017

Total Equity : 40.000.000,00 TL (Nominal worth of each share is 1 TL). Free Float Rate : %61,65

Stock Market Code : FONET ISIN Code : TREFONT00028

Involving Group in Stock Market : BIST MAİN

Involving Index : BIST MAIN / BIST TECHNOLOGY / BIST INITIAL PUBLIC OFFERING / BIST ALL SHARES / BIST ALL SHARES-100 / BIST ANKA

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Historical View of Company Share Price
01.01.2022 - 30.06.2022
18
16
14
12
10
8
6
4
2
0
31.12.2021 31.01.2022 28.02.2022 31.03.2022 30.04.2022 31.05.2022 30.06.202
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The public offering date of the company’s shares is 27-28 April 2017. The shares are started to be traded on Borsa Istanbul as of 04 May 2017. The market price of the company’s shares is 12,73 TL as of 30 June 2022.

VIII. SOURCES OF FINANCE

The finance sources of the company are its own equity and bank loans.

IX. CHANGES IN THE COMPANY'S ARTICLES OF ASSOCIATION

For the purpose of amending the Article 6 titled "Company's Capital and Type of Shares" and Article 10 titled "General Assembly" of the Company's Articles of Association by the Board of Directors of our Company, after obtaining the necessary legal permissions from the Capital Markets Board and the Republic of Türkiye Ministry of Trade, and then following the session at the Extraordinary General Assembly that has been held on 06 July 2022, the amendment has been registered on the date 06 July 2022, and has been published in the Turkish Trade Registry Gazette, dated 06 July 2022 and numbered 10614.

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FONET BİLGİ TEKNOLOJİLERİ A.Ş.
AMENDMENT ON ARTICLES OF ASSOCIATION
Current Version Amended Version
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Current Version	Current Version	Amended Version
	Company's Capital and Type of Shares: Article 6 The registered capital of the Company is 40.000.000 Turkish Liras which is divided into 40.000.000 shares, each with a nominal value of 1 Turkish Lira. The capital is divided into A and B group shares. Group A:~~2.222.000~~Turkish Liras against ~~2.222.000~~shares, Group B:~~37.778.000~~Turkish Liras against~~37.778.000~~shares, Total: 40.000.000 Turkish Liras against 40.000.000 shares, The company accepted the registered capital system in accordance with the provisions of the Capital Markets Law and switched to the registered capital	Company's Capital and Type of Shares: Article 6 The registered capital of the Company is 40.000.000 Turkish Liras which is divided into 40.000.000 shares, each with a nominal value of 1 Turkish Lira. The capital is divided into A and B group shares. Group A:2.222.222,22Turkish Liras against2.222.222,22shares, Group B:37.777.777,78Turkish Liras against37.777.777,78shares, Total: 40.000.000 Turkish Liras against 40.000.000 shares, The company accepted the registered capital system in accordance with the provisions of the Capital Markets Law and switched to the registered capital

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system with the permission of the Capital Markets Board dated 27/02/2015 and numbered 5/253. The registered capital ceiling of the company is 400.000.000(Four Hundred Million) Turkish Liras, each divided into 400.000.000 (Four Hundred Million) shares with a nominal value of 1 (One) Turkish Lira. The authorization of the ceiling of registered capital given by the Capital Market Board, shall be effective for the years between 2022-2026 (5 years). Even though the ceiling of the registered capital is not reached at the end of 2026. After the year 2026, it is compulsory for the Board of Directors, to obtain a permit from the General Assembly in order to pass a resolution to increase the capital by way of also having authorization of Capital Market Boards for the ceiling previously authorized or for a new ceiling amount which is not more than 5 years. In case the above-mentioned authorization is not taken, the capital increase cannot be made with a Board of Directors resolution. The paid capital of the company is 40.000.000 (Forty million) and all of the capital has been paid free of collusion. The capital is divided into 40.000.000 (Forty million) shares consisting of 2.222.000 (Two million two hundred and ~~twenty-two~~ ~~thousand~~) A Group registered shares and ~~37.778.000~~ ~~(Thirty-seven million seven hundred and~~ ~~seventy-eight thousand~~) B Group bearer shares, each with a nominal value of 1 TL.

system with the permission of the Capital Markets Board dated 27/02/2015 and numbered 5/253. The registered capital ceiling of the company is 400.000.000(Four Hundred Million) Turkish Liras, each divided into 400.000.000 (Four Hundred Million) shares with a nominal value of 1 (One) Turkish Lira. The authorization of the ceiling of registered capital given by the Capital Market Board, shall be effective for the years between 2022-2026 (5 years). Even though the ceiling of the registered capital is not reached at the end of 2026. After the year 2026, it is compulsory for the Board of Directors, to obtain a permit from the General Assembly in order to pass a resolution to increase the capital by way of also having authorization of Capital Market Boards for the ceiling previously authorized or for a new ceiling amount which is not more than 5 years. In case the above-mentioned authorization is not taken, the capital increase cannot be made with a Board of Directors resolution. The paid capital of the company is 40.000.000 (Forty million) and all of the capital has been paid free of collusion. The capital is divided into 40.000.000 (Forty million) shares consisting of 2.222.222,22 (Two million two hundred twenty-two thousand two hundred twenty-two point twenty- two)A Group registered shares and 37.778.777,78 (Thirty-seven million seven hundred seventy-seven thousand seven hundred and seventy- seven point seventy-eight)B Group bearer shares, each with a nominal value of 1 TL.

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No new shares may be issued unless and until all the issued shares are fully sold and paid or unsold shares are cancelled. The shares representing the capital shall be monitored within the framework of the dematerialization principles. The capital of the company, can be increased or decreased in accordance with Capital Market Legislation and Turkish Commercial Code in case of need. Group (A) shares have privileges in the determination of the members of the board of directors and the use of voting rights in the general assembly. (B) Group shares do not have any privileges. In capital increases, (A) group shares will be issued at the rate of (A) group shares, and (B) group shares will be issued at the rate of (B) group shares to represent the increased capital. If it is decided to issue only (B) group shares in paid capital increases without restricting their right to purchase new shares, (A) group shareholders are given the right to purchase (B) group shares in proportion to their share in the capital. In case of restriction of the right to buy new shares, the shares to be issued will be from the (B) group. Any non-paid up shares shall be distributed to the current shareholders while increasing the share capital of the Company. The Board of Directors of the Company is authorized to increase the issued share capital by issuing (A) group registered and/or (B) group bearer shares up to the registered share capital in compliance with the Capital Market Law and relevant

No new shares may be issued unless and until all the issued shares are fully sold and paid or unsold shares are cancelled. The shares representing the capital shall be monitored within the framework of the dematerialization principles. The capital of the company, can be increased or decreased in accordance with Capital Market Legislation and Turkish Commercial Code in case of need. Group (A) shares have privileges in the determination of the members of the board of directors and the use of voting rights in the general assembly. (B) Group shares do not have any privileges. In capital increases, (A) group shares will be issued at the rate of (A) group shares, and (B) group shares will be issued at the rate of (B) group shares to represent the increased capital. If it is decided to issue only (B) group shares in paid capital increases without restricting their right to purchase new shares, (A) group shareholders are given the right to purchase (B) group shares in proportion to their share in the capital. In case of restriction of the right to buy new shares, the shares to be issued will be from the (B) group. Any non-paid up shares shall be distributed to the current shareholders while increasing the share capital of the Company. The Board of Directors of the Company is authorized to increase the issued share capital by issuing (A) group registered and/or (B) group bearer shares up to the registered share capital in compliance with the Capital Market Law and relevant

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	regulations. The Board of Directors may take a decision in the nature of issuing shares above or below the nominal value, partially or completely limiting the rights of the shareholders to purchase new shares, or restricting the rights of the privileged shareholders. The authority to restrict the right to buy new shares cannot be used to cause inequality among the shareholders. Decisions taken by the Board of Directors within the scope of this clause are announced to the public within the framework of the principles determined by the Capital Markets Board. General Assembly: Article 10 ~~(It is the same as announced in the TTRG~~ ~~dated 24.08.2015 and numbered 8890.~~ ~~Correction TTRG dated 20.09.2017 and~~ ~~numbered 9412)~~ The General Assembly convenes ordinarily and extraordinarily in accordance with the provisions of the Turkish Commercial Code and the Capital Market Legislation and takes the necessary decisions. The Ordinary General Assembly convenes ordinarily at least once a year and within 3 months from the end of every accounting period of the Company and discusses and decides on the issues determined in the agenda to be prepared in accordance with the Turkish Commercial Code and Capital Market Legislation. The Extraordinary General Assembly convenes as required by the Company's business or in cases specified in the Turkish Commercial Code and Capital	regulations. The Board of Directors may take a decision in the nature of issuing shares above or below the nominal value, partially or completely limiting the rights of the shareholders to purchase new shares, or restricting the rights of the privileged shareholders. The authority to restrict the right to buy new shares cannot be used to cause inequality among the shareholders. Decisions taken by the Board of Directors within the scope of this clause are announced to the public within the framework of the principles determined by the Capital Markets Board. General Assembly: Article 10 The General Assembly convenes ordinarily and extraordinarily in accordance with the provisions of the Turkish Commercial Code and the Capital Market Legislation and takes the necessary decisions. The Ordinary General Assembly convenes ordinarily at least once a year and within 3 months from the end of every accounting period of the Company and discusses and decides on the issues determined in the agenda to be prepared in accordance with the Turkish Commercial Code and Capital Market Legislation. The Extraordinary General Assembly convenes as required by the Company's business or in cases specified in the Turkish Commercial Code and Capital

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	Market Legislation. In the Ordinary meeting of the General Assembly, the shareholders discuss and resolve the issues specified in the Turkish Commercial Code and Capital Market Legislation. In the company's general assemblies, regardless of the principle of adherence to the agenda, the matters that the Capital Markets Board wishes to be discussed or announced to the shareholders must be included in the agenda of the general assembly. Invitation to the General Assembly is made in accordance with the provisions of the Commercial Code and the Capital Market Legislation. The Chairman who is authorized to manage the discussions in the General Assembly, the member authorized to collect votes and the clerk of the minutes are elected from among the shareholders or can be assigned externally. The executive directors, if any, and at least one member of the board of directors and the independent auditor must be present at the general assembly meeting~~.~~ ~~It~~ ~~is~~ ~~required~~ ~~that~~ ~~the~~ ~~shareholders representing at least 51%~~ ~~(fifty-one percent) of the capital should~~ ~~be present in person or by proxy in both~~ ~~the Ordinary and Extraordinary meetings~~ ~~of the General Assembly unless any other~~ ~~stricter quorums are stipulated in these~~ ~~Articles of Association, the Capital Market~~ ~~Law and the Turkish Commercial Code.~~ ~~The meeting quorum in this article is also~~ ~~applied for all postponed meetings of the~~ ~~General Assembly.~~ ~~Decisions at the General Assembly~~ ~~meetings are taken with the affirmative~~	Market Legislation. In the Ordinary meeting of the General Assembly, the shareholders discuss and resolve the issues specified in the Turkish Commercial Code and Capital Market Legislation. In the company's general assemblies, regardless of the principle of adherence to the agenda, the matters that the Capital Markets Board wishes to be discussed or announced to the shareholders must be included in the agenda of the general assembly. Invitation to the General Assembly is made in accordance with the provisions of the Commercial Code and the Capital Market Legislation. The Chairman who is authorized to manage the discussions in the General Assembly, the member authorized to collect votes and the clerk of the minutes are elected from among the shareholders or can be assigned externally. The executive directors, if any, and at least one member of the board of directors and the independent auditor must be present at the general assembly meeting.

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~~votes of at least 51% (fifty one percent) of the Company's total voting shares at the General Assembly meeting, excluding the cases where the Turkish Commercial Code and the Capital Markets legislation require a higher quorum. The decision quorum in this article is also applied for all postponed meetings of the General Assembly.~~ At the ordinary and extraordinary At the ordinary and extraordinary general assembly meetings of the general assembly meetings of the company, (A) group shareholders have company, (A) group shareholders have 15 voting rights for each share, (B) group 15 voting rights for each share, (B) group shareholders have 1 vote for each share. shareholders have 1 vote for each share. The General Assembly convenes at the The General Assembly convenes at the head office address of the Company or at head office address of the Company or at a convenient place in the city where the a convenient place in the city where the head office is located. head office is located. Working principles and procedures of the Working principles and procedures of the General Assembly of the Company are General Assembly of the Company are determined by the Internal Directive determined by the Internal Directive approved by the General Assembly of the approved by the General Assembly of the Company. Company. The beneficiaries who have the right to The beneficiaries who have the right to attend the general assembly meetings of attend the general assembly meetings of the company can also attend the general the company can also attend the general assembly meetings electronically in assembly meetings electronically in accordance with Article 1527 of the accordance with Article 1527 of the Turkish Commercial Code. In accordance Turkish Commercial Code. In accordance with the provisions of the Regulation on with the provisions of the Regulation on General Assembly Meetings to be Held in General Assembly Meetings to be Held in Electronic Environment in Joint Stock Electronic Environment in Joint Stock Companies, the Company may establish Companies, the Company may establish an electronic general assembly system an electronic general assembly system that will allow the beneficiaries to that will allow the beneficiaries to participate in the general assembly participate in the general assembly meetings electronically, express their meetings electronically, express their opinions, make suggestions and vote, or opinions, make suggestions and vote, or may purchase services from the systems may purchase services from the systems created for this purpose. Pursuant to this created for this purpose. Pursuant to this provision of the articles of association, in provision of the articles of association, in

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all general assembly meetings to be held, beneficiaries and their representatives will be able to exercise the rights specified in the provisions of the aforementioned Regulation through the established system.

all general assembly meetings to be held, beneficiaries and their representatives will be able to exercise the rights specified in the provisions of the aforementioned Regulation through the established system.

X. BENEFITING FROM THE GOVERNMENT PROMOTIONS

Being R&D Center

As a result of the evaluation made by the Ministry of Science, Industry and Technology Evaluation and Audit Commission, it was deemed appropriate to certify as R&D Center. Thus, the company has been entitled to benefit from promotions and exemptions provided to R&D Centers within the scope of Law No. 5746.

Gaining R&D Center status, in addition to the fact that the company creates cost advantages in production activities, will increase cooperation with universities and other R&D institutions, this will clear the way for the company to focus its R&D efforts for the use of innovative and advanced technology and we believe that it will positively contribute to turnover and profitability by creating an important competitive advantage in the markets.

XI. RESEARCH AND DEVELOPMENT ACTIVITIES

R&D activities continue within the scope of the new HIMS project that works in Javabased Cloud Architecture.

XII. SUBSIDIARIES AND BRANCHES OF THE COMPANY

Subsidiaries

Pidata Information Technologies Inc. has been founded as a subsidiary wholly-owned by Fonet Information Technologies Inc. in 2018 to develop projects, other than HIMS and to realize other information technology investment targets.

Activity Areas of PiData:

• R&D research,

• Researching and developing value-added products which are needed in the market,

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• Developing value added products other than HIMS (expert system, hardware components, etc.) in the Healthcare IT sector,

• Developing informatics solutions for the private sector,

• Developing ‘’e-Devlet’’ projects.

Our Branches

We have two branches in Istanbul and Şanlıurfa, and a liaison office at Stockholm, Sweden.

İstanbul Branch:

Büyükdere Cad. Emlak Kredi BloklarıNo:33/4 Levent, İSTANBUL

Phone: +90.212 284 18 61 Fax: +90 212 284 18 63

Şanlıurfa Branch:

İpekyol Cad. No:12/1 ŞANLIURFA

Phone: +90.414 312 72 52 Fax: +90.414 315 76 04

Liaison Office:

Klarabergsviadukten 70 D4, 111 64 Stockholm Sweden

Phone: +46-8-506 36 194

XIII. OTHER ISSUES

Following the end of the activity period, there is no event of special importance that may affect the rights of shareholders, creditors and other relevant persons and organizations.

The company has announced the following developments to the public between 31[st] of March 2021 and 30[th ] June 2022 via the "Public Disclosure Platform" (KAP):

• 01.04.2022: The tender of "36 months Health Information Management System (HIMS) Service Procurement" that was made by Eskişehir Provincial Health Directorate which we announced on the date of 17.03.2022 concluded and our Company won the related tender. The legal objection process is expected and then the contract signing phase will be started. The tender price is 6.498.864,00 Turkish Lira.

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• 01.04.2022: The Corporate Governance Information Form (Update) Shareholders has been announced to the public.

• 18.04.2022: A 36-month "Health Information Management System (SBYS) Service Procurement" contract with Eskişehir Provincial Health Directorate was signed on 18.04.2022 for a price of 6,498,864,00 TL.

• 29.04.2022: A 36-month "Health Information Management System (SBYS) Service Procurement" contract with Kahramanmaraş Provincial Health Directorate was signed on 29.04.2022 for a price of 16.988.565,00 TL.

• 29.04.2022: It has been decided by the Board of Directors of our Company to amend the Articles 6, titled "Company Capital and Type of Shares", and Article 10, titled "General Assembly", of the Company's Articles of Association. Regarding the amendment of our company's articles of association, it has been decided to make the necessary legal permission/opinion applications to the Capital Markets Board and the Ministry of Commerce of the Republic of Turkey and to be submitted to the approval of the shareholders in order to be discussed and resolved at the first general assembly meeting to be held.

• 10.05.2022: The Independent Auditor's Report for the first Term of 2022 ~~was~~ has been announced to the public.

• 10.05.2022: Year 2022 I. Term Responsibility Statement has been announced to the public.

• 10.05.2022: First Term Activity Report of 2022 has been announced to the public.

• 20.05.2022: The application made by our Company's Board of Directors to amend the Article 6 titled "Company's Capital and Type of Shares" and Article 10 titled "General Assembly" of the Articles of Association, is approved by Capital Markets Board with the letter dated 05.18.2022 and numbered "E-29833736110.03.03-21571"

• 03.06.2022: The application made by our Company's Board of Directors to amend the Article 6 titled "Company's Capital and Type of Shares" and Article 10 titled "General Assembly" of the Articles of Association, is approved by Ministry of Trade with the letter dated 06.01.2022 and numbered " E-50035491-431.0200075121461"

• 10.06.2022: Our Company's Extraordinary General Assembly Meeting will be held on Monday, 04 July 2022, at 14:00, at the address Kızılırmak Mahallesi 1445. Sokak No: 2B/18 The Paragon Tower Çankaya / ANKARA.

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