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KAFEİN YAZILIM HİZMETLERİ TİCARET A.Ş.

Management Reports Jun 21, 2024

8812_rns_2024-06-21_f9715ce4-ac29-405e-a248-f82eb05fa0b5.pdf

Management Reports

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KAFEİN YAZILIM HIZMETLERI TICARET A.S.

ACTIVITY REPORT 31.03.2024

I. GENERAL INFORMATION2
a) About Kafein2
b) Reporting Period3
c) Registry Information
3
d) Area of Activity4
e) Capital and Partnership Structure8
f) Preferred Shares and Explanations for the Voting Rights of Such Shares8
II. INFORMATION ABOUT THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT9
a) Board of Directors Structure and Resumes9
b) Resumes
11
c) Senior Management and Personnel
13
d) Organization Chart
14
III. INFORMATION ABOUT THE OPERATIONS
14
a) Information about the Share Buy-Back14
b) Information about Private and Public Audits14
c) Donations and Grants15
d) Information about the Group Involving the Company15
e) Information about the Affiliates and Subsidiaries15
f) Amendments to the Articles of Association within the Period
15
g) Sanctions Imposed under the Regulations15
h) Information about the On-going Legal Procedures16
i) Legislative changes that may affect company activities
16
j) Information About the Conflict of Interest Between the Company and the Institutions from which it
receives Services such as Investment Consultancy and Rating Firms16
IV. RESEARCH AND DEVELOPMENT ACTIVITIES16
V. FINANCIAL INFORMATION22
a) Summary of Financial Results22
b) Information about Dividends23
VI. RISKS AND ASSESMENT BY THE BOARD OF DIRECTORS24
VII. DEVELOPMENTS WITHIN AND FOLLOWING THE PERIOD26
VIII. MISCELLANEOUS29

I. GENERAL INFORMATION

a) About Kafein

Kafein Yazılım Hizmetleri Ticaret A.Ş. was established in 2005 to develop software solutions. The company provides services to its customers, primarily with Managed Services, Cyber Security, Product Sales and Integrations, Customer-Specific Software Solutions, Outsourcing, as well as products developed by itself. Kafein has always maintained its growth since establishment and improved competencies every year. Kafein continues operations in strict conformance with quality standards and methodologies. Among the institutions that benefit from the services by Kafein, there are the biggest telecommunication companies, insurance companies, banks, retail, and manufacturing companies of Turkey.

VISION

As Kafein Technology, we aim to be among the leading software companies that meet the needs and expectations in the sector that transform the creativity of employees into customer satisfaction, act on a risk-based basis, and have international competitiveness by adopting an effective and constantly renewing quality management system with professional, self-confident, businessconscious personnel and transparent organizational structure.

MISSION

With our high-tech software and R&D studies, we aim to offer products and solutions that reduce error rates and increase business efficiency in various sectors such as telecom, transportation, finance, retail and service.

VALUES AND PRINCIPLES

  • ⋅ Working with a focus on customer satisfaction
  • ⋅ Keeping customer satisfaction at the highest level by using time effectively and efficiently

  • ⋅ In addition to meeting expectations, always doing the best by exceeding expectations

  • ⋅ Working in a team mentality
  • ⋅ To be responsible to the society, respectful to moral and national values while producing
  • ⋅ To perform all our activities by adhering to the principles of confidentiality and trust

⋅ Ensuring that employees receive trainings that enable them to develop themselves and increase their self-confidence.

  • ⋅ Always ready and open to change and continuous improvement.
  • ⋅ Continually improving and improving our performance for excellence

b) Reporting Period

This report covers the information of the period between 01.01.2024 and 31.03.2024.

c) Registry Information

Trade
Name
Kafein
Yazılım
Hizmetleri
Ticaret Anonim Şirketi
Date of Establishment 26.08.2005 - Istanbul, TURKEY
Paid
Capital
TRY
19,750,000
Authorized Capital TRY 200,000,000 (Two Hundred Million Turkish Lira)
Trade
Registration
No.
ISTANBUL - 563336
Tax
Office
and
Number
ESENLER
-
487
051
8539
Address Çifte Havuzlar Mah. Eski Londra Asfaltı
Head Office:
Cad. Kuluçka Mrk.
A2 Blok No:151/1B
İç
Kapı
No: B01
Esenler İstanbul
Ankara Branch:
Aşağı Öveçler, 1309. Sk. No:5 D:6 06460
Çankaya/Ankara
Duzce Branch: Orhangazi Mah. Teknopark Cad.
Teknopark Blok No 1 İç Kapı No Z03 Merkez/Düzce
Telephone
/ Fax
0212 924 20 30 / 0212 483 70 27
Website www.kafein.com.tr
Area
of Activity
Software
Development
NACE
Code
62.01.01
(Computer
Programming
Activities)

d) Area of Activity

Kafein Yazilim Hizmetleri Ticaret A.S. is engaged in software services. The fields of activity of the Company can be analysed under the following items:

  • 1. Managed Services
  • 2. Turnkey Solutions
  • 3. Outsourcing Services
  • 4. Licence/Product Sales and Integration
  • 5. Cyber Security
  • 6. Product Development

Kafein carries out all the operational processes according to the ISO 9001 quality management system and offers services in compliance with these processes. Detailed information on the company services can be found at www.kafein.com.tr/services

1. Managed Services

Managed service is the management of a part of the IT system of a company on behalf of a client and rendering it as a service. All or a part of software development, analysis, test, and operation services can be considered as managed services. Managed services also include personnel supply, employment, and management. The difference between personnel supply under managed services and standard employment is as follows:

Outsourcing Managed
Services
Personnel selection
is
made by the client.
Personnel
selection
is
made
by
the
supplier
company.
Performance
review
is
made by the client.
Performance
review
is
made
by
the
supplier
company.
The number of personnel is
defined by the
client.
The number of personnel is
defined
mutually.
The goal is
to
render
services.
A mixed
team
is
established
for the same
purpose and
goal.
The
team consists of a single company.
Fund of knowledge is
transmitted
in
a
limited way.
Fund of knowledge is
created
within the
company.
Payment is made according to the days of
work by personnel.
Payment is made according to the rendered service.

Kafein offers managed services and assigns a team for software development, analysis, test, and operation in accordance with a Service Level Agreement (SLA) to be concluded with the client. The quality of these services is measured with the comparison of key performance indicators mutually defined by the parties.

This approach attributes the cost of work and personnel to Kafein. Therefore, it serves not only as an approach to reduce management costs but also as a competitive element that improves performance and efficiency.

Thanks to the knowledge and experience acquired with managed services, Kafein has become one of the key suppliers according to the clients. This ensures longer terms of business and agreements for Kafein.

2. Customer-Specific Software Solutions

Kafein offers turnkey solutions tailored for the needs of clients. These solutions are implemented by a project team specially established for the purpose. With turnkey solutions, software development and integration requests are completed and offered for use within a particular time as defined by clients. These activities are performed with a certain discipline and method by a special team. With these projects, Kafein offers the softwares developed by the Company or business partners to the clients of telecommunication, service, insurance, and transportation industries, in particular.

In this sense, Kafein implements the project management methodologies that are accepted as the industrial standards. These methodologies are identified with the consideration of the complexity and size of projects, the profile and structure of clients, and the parameters to be regarded for the project team. Similarly, project managers use various management tools throughout the projects.

In general, a project management process consists of the following stages:

  • Identification and analysis of client needs Scope Analysis
  • System analysis and design
  • Solution development, adaptation, or integration
  • Tests
  • Commissioning
  • Formation and maintenance of operation and maintenance processes
  • Project closing, lessons learned and process evaluation.
  • Observation process

3. Outsourcing Services

Kafein employs and assigns personnel according to the knowledge and experience levels required by clients. The personnel assigned to render services are selected by clients from among the

proposed candidates. In this service, client is the party responsible for the management of a dedicated Kafein team and also undertakes the risk for the quality and completion of works.

4. Licence (Product Sales and Integration

Kafein has been engaged in license sales in Turkey as the business partner of many international software and technology companies. Having initiated license sales in Turkey by collaborating with the leading companies of the relevant industries, the Company expands its operations to abroad.

Robotic Process Automation

Robotic Process Automation is the repeatable handling of the systematic processes and operations carried out by the employees through the software robot and the automatic realization of the learning method. Various technical inquiries or calculations, records and transactions are repeated by simulating an employee's behaviour. Robotic Process Automation improves service quality by eliminating errors in operations and saves considerable time and cost for manual and repetitive tasks.

End to End Solution to Protection of Personal Data

It enables organizations to discover sensitive data, to configure them correctly, to process them effectively and to store them in compliance with the provisions of the Personal Data Protection Law (KVKK) and General Data Protection Regulation (GDPR) and in accordance with legal requirements.

You can reach all our business partners at www.kafein.com.tr/home/workpartners

5. Cyber Security

Cyber Security can be defined as aggregated methods, Technologies and processes that help to protect the privacy, integrity and availability of digital assets, networks and data against cyberattacks or unauthorized access. The main purpose of cyber security is to protect all corporate assets from both external and internal threats and disruptions caused by natural disasters.

All-in Cyber, the brand of Kafein Technology for cyber security solutions, is cyber security consulting firm that offers an end-to-end solution partnership in risk-operation and cost management of institutions, which integrates human, process and technology concepts against cyber-attacks by increasing the information security levels of institutions with its cyber security solutions. The longterm goals of the department are to provide cyber security services in the Turkic Republics, especially in Azerbaijan, to produce domestic and national cyber security products, to establish an academy and train talented young people in this field to position them in customer locations, and to be one of the competent Cyber Security Integrators in Turkey. The All-in Cyber brand can be accessed by the following link: www.allincyber.com The services provided are as follows:

  • Advanced Persistent Threat (APT) and Malware Analysis
  • Managed Endpoint Monitoring and Forensic Analysis
  • E-Mail Security and Management
  • Security Verification
  • Protection, Detection and Response in the Entire Chain of Attack
  • Cyber Threat Intelligence Integration

6. Product Development

DataTouch

DataTouch is a Data Security and Governance Product and a new generation data lineage software that helps determine the purposes of use, frequency of use and users of the detected data.

The product is listed on the product catalogue of the global software provider Opentext to be sold globally and the OEM (Original Product Manufacturer) contract is signed on 06.04.2023 to be included in the sales lists under the brand "Voltage". Additionally, DataTouch entered the Product Catalog of the American-based technology company Infocorvus LLC on 22.09.2023

Test Data Management (TDM)

The TDM product developed by Kafein is used in corporate companies to generate test data. Digitization and increasing application need led to an increase in test data production needs. It is possible to produce test data independent of real data and fully compliant with regulations, with the Test Data Management (TDM) product, which imitates real data of institutions and creates data sets.

TDM is included in the product catalogue of the global software provider Opentext on 19.04.2021 to be sold all over the world.

Additionally, on 22.09.2023, an OEM (Original Equipment Manufacturer) agreement is signed between the company and the American-based technology company Infocorvus. In accordance with the terms of the agreement, the Data Security and Governance Product "DataTouch" and the Test Data Management Product "TDM" developed by the company and the Database Activity Monitoring and Prevention Products "DataSkope" and "Infraskope" developed by our 51% Subsidiary Karmasis Bilişim Çözümleri Ticaret A.Ş. will be sold in the American and Canadian markets on a revenue sharing basis by Infocorvus LLC.

DataSkope & InfraSkope

The Database Activity Monitoring and Prevention Products DataSkope and InfraSkope developed by our 51% Subsidiary Karmasis Bilişim Çözümleri Ticaret A.Ş are database activity monitoring

and prevention products. The product detects, classifies, generates alarms, and reports events occurring in database systems without turning on the audit feature. By providing access to information about who has accessed sensitive data and what actions are taken at what intervals, it ensures that the authorities are informed about the events with predefined alarm rules.

DataSkope have been included in the product catalogue of the global software provider Opentext to be sold globally. On 06.04.2023, the OEM (Original Equipment Manufacturer) contract is signed to be included in the sales lists under the brand of Voltage. Additionally, they entered the Product Catalog of the American-based technology company Infocorvus LLC on 22.09.2023

For detailed information on other company products check www.kafein.com.tr/services/products .

e) Capital and Partnership Structure

The issued capital of Kafein Yazilim Hizmetleri Ticaret A.S. consists of 19,750,000 shares with TRY 1,00 as the nominal value of each share.

By 31.03.2024, the distribution of the issued capital of Kafein among the partners is as follows:

Shareholder Group
A
Group
B
Group
C
Total Capital Capital Voting
Amount
(TRY)
Share (%) Right
(%)
Ali
Cem
Kalyoncu
183,333 183,333 4,573,716 4,940,382 25.01 40.48
Publicly Held / Other 14,809,618 14,809,618 74.99 59.52
TOTAL 183,333 183,333 19,383,334 19,750,000 100.00 100.00

f) Preferred Shares and Explanations for the Voting Rights of Such Shares

As specified under article 7 of the Articles of Association, the shares of the Company are classified under three groups as Group (A), (B) and (C) shares. Group (A) and (B) shares are registered shares and represent the special rights and privileges defined in the Articles of Association. Group (C) shares are bearer shares and are not furnished with special rights and privileges.

According to article 9 of the Articles of Association, 2 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 6 or 7 members. Similarly, 3 members are to be elected from among the Group A shareholders or the persons assigned by them while 1 member is to be elected from among the Group B shareholders or the person assigned by them in case the Board of Directors consists of 8 members.

One among the Group A shareholders or a person assigned by them takes office as the Chairman of the Board while one among the Group B shareholders or a person assigned by them serves as the Vice Chairman of the Board.

Voting Rights: As specified in article 15 of the Articles of Association, each and every Group A and B shareholder has 15 (fifteen) voting rights except for board member elections while each and every Group C shareholder has 1 (one) voting right in the ordinary and extraordinary general assembly meetings.

The shareholders may decide to assign an attorney to represent them in General Assembly meetings. The attorneys who are also the shareholders of the Company can vote for the shares of the represented shareholders as well as for their own shares. The Capital Markets Regulation shall apply for the voting and proxy voting procedures.

Minority Rights: Within the framework of Article 15 of the Company's Articles of Association, secret and written voting may be applied upon the request of the shareholders who represent shares equal to at least one-tenth (10%) of the capital. Article 411 of the Turkish Commercial Code grants the "Minority Right" to the shareholder(s) who own at least 5% (1/20) of the issued capital in public companies.

Share Transfer: The transfer of the Group A and B registered shares is subject to the approval of the Board of Directors, and the provisions of the article 493 of Turkish Code of Commerce shall apply thereto. On the other hand, Group C bearer shares can be transferred freely without any restriction. The articles of association are available at company website under the Investor Relations menu.

II.INFORMATION ABOUT THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

a) Board of Directors Structure and Resumes

According to company's Article of Association article 9, in order to enable efficient and constructive activities, fast and rational decisions, establishment of committees and efficient organization of activities, the Board of Directors of the Company is assigned by the general assembly to consist of 6 to 8 members. Members of the Board of Directors can be elected to take office for three years. A member with expired term of office may be re-elected as long as he/she is not dismissed.

In case the number of members of the Board of Directors consists of 6 or 7 people; 2 members are selected among the A group shareholders or the candidates they will appoint; 1 member is selected among the B group shareholders or the candidates they will appoint. If the number of members of the Board of Directors consists of 8 people, 3 members are selected among the A group shareholders or the candidates they will nominate; 1 member is selected among the B group shareholders or the candidates they will appoint. The number and qualifications of the independent members who will take place in the Board of Directors are determined according to the regulations of the Capital Markets Board regarding Corporate Governance.

A person selected from among the Group A shareholders or the candidates they will nominate serves as the Chairman of the Board of Directors. A person selected from among the B Group shareholders or the candidates they will nominate shall serve as the Deputy Chairman of the Board of Directors.

The Board of Directors manages and represents the company. The independent members of the board of directors reserve the duties, rights and authorities assigned by the Capital Markets Law and the relevant regulation. The Board of Directors is liable to establish the committees and commissions prescribed by the regulation. Apart from these, the Board of Directors may also create committees and commissions for the management and supervision of the decisions and policies regarding the activities. The regulations of the Capital Markets Law apply for such committees.

The meeting of the Board of Directors is held when it becomes necessary due to the activities and procedures of the Company. The meeting and quorum articles and provisions of the Turkish Code of Commerce apply for the meetings. On the other hand, the regulations by the Capital Markets Law and Capital Markets Board are reserved.

BOARD
OF
DIRECTORS
Full
Name
Role Date of
Election
Due Date Executive
or Not
Current
External
Assignments
Ali
Cem
Kalyoncu
Board
Chairman
16.12.2011 01.04.2027 Executive Netsite
Iletisim ve Elektronik
Sistemleri
San.
ve
Tic.
A.S.
Managing
Partner and Vice
Chairman
Karmasis
Bilisim
Cozumleri
Tic.
A.S.
Board Chairman
Neval
Onen
Vice
Chairwoman
10.04.2013 01.04.2027 Executive Karmasis
Bilisim
Cozumleri
Tic.
A.S.
Board Member
Hatice Sevim
Oral
Board
Member
10.04.2013 01.04.2027 Executive -
Kenan Subekci Board
Member
02.01.2012 01.04.2027 Non
Executive
Birlik
Insaat
Otomotiv
ve
Bilisim
Hizm. Controlling
Shareholder, Mayor
of Düzce Gümüşova Municipality
Murat Kaan
Güneri1
Independent
Board
Member
01.03.2024 01.04.2027 Non
Executive
AltoPartners C.V. Turkey Managing
Partnership, MKG ve Ortakları İnsan
Kaynakları Danışmanlığı Hizmetleri
A.Ş. Chairman of the Board of
Directors, Member of the Audit Board
of İstanbul Golf İhtisas Spor Kulübü

1 At the meeting of the Company's Board of Directors dated 01.03.2024 and numbered 05, it has been decided to appoint Mr. Murat Kaan Güneri as an independent board member to the position vacated from Mr. İbrahim Semih Arslanoğlu due to his resignition and to be submitted for the approval of the first general assembly to be held according to Turkish Commercial Code Article 363.

İktisadi İşletmesi
Murat Ethem Independent 23.08.2022 01.04.2027 Non Escar Filo Kiralama Hizmetleri A.Ş.
Sümer Board Executive Financial Affairs Director
Member

All executive bodies of the Company perform their duties within the hierarchy in the Internal Directive, provided that they do not contradict the law and relevant legislation, the mandatory provisions in the Company's articles of association and the indispensable duties and powers of the General Assembly. The company's articles of association are taken as basis in determining the structure and term of the Board of Directors. In accordance with the working principles of the Board of Directors, utmost care is taken to provide information and documents to the members at least 1 (one) day before the meeting.

The Board member allocates sufficient time for company affairs. If a member of the Board of Directors is a manager or a member of the board of directors in another company or provides consultancy services to another company, it is essential that this situation does not cause a conflict of interest and does not disrupt the member's duty in the company. In this context, the member's ability to take on other duties or tasks outside the company is limited to a maximum of 5 (five) companies outside the company. The duties of a member of the board of directors outside the company and the reasons therefor are presented to the information of the shareholders, together with the agenda item regarding the election, at the general assembly meeting where the election is discussed, making a distinction between inside and outside the group.

b) Resumes

Ali Cem Kalyoncu (Board Chairman - Director General)

Ali Cem Kalyoncu was born in 1960 and is an alumnus of the Electronics Engineering department, Istanbul Technical University. Later, he got his master's degree from the Autocontrol and Computers department Istanbul Technical University Institute of Science. As part of his professional career, he took office in Nixdorf A.S. as a Service Engineer, Digital Equipment Turkiye A.S. as Service Manager, and Datapro A.S. as a Director General and Managing Partner. Ali Cem Kalyoncu holds office as the Board Chairman and Director General of Kafein Yazilim Hizmetleri Ticaret A.S.

Neval Onen (Vice Chairwoman of the Board - HR & Administrative Affairs Manager)

In 1989, Neval Onen started her professional career as a part-time sales representative in Danisman Bilgisayar. Later, she also served as an Administrative Affairs Officer under the same company. In 1994, she was employed by 4K Bilgi Islem as a Sales Representative where, in 1997, she held office in the Oem Department as the Sales Manager. In 2000, she started to serve as the IT Sales Manager in Genpa. Subsequently, she started to work under the project sales department of Datapro A.S. in 2002. In 2003, she was assigned by Datapro as the Sales and Customer Services Manager responsible for the relations with IBM, Fujitsu Siemens, Kodak, Oki, Epso and HP companies. She

holds office under Kafein Yazilim Hizmetleri Ticaret A.S. since 2008, and currently serves as the Vice Chairwoman and HR & Administrative Affairs Manager of the Company.

Hatice Sevim Oral (Board Member - Accounting Manager)

Hatice Sevim Oral was born on 22.12.1964, in Malatya. She graduated from Malatya Trade Vocational School in 1981, School of Economics and Administrative Sciences of Inonu University in 1982 and Business Administration Department (Open Education Faculty) of Anadolu University in 2019. She served as a Chief Accountant under Onur air - TK Air between 1992 and 1994; Financial Affairs Manager under Akdeniz Airlines between 1995 and 1996; Internal Auditor under Cenajans Grey Reklamcilik A.S. between 1997 and 1999; Specialist Accountant under the Banks Association of Turkey between 1999 and 2002; and Assistant Accounting Manager under Datapro A.S. Between 2005 and 2008. Since 2008, she has held office as the Accounting Manager of Kafein Yazilim Hizmetleri Ticaret A.S.

Kenan Subekci (Board Member)

Kenan Subekci was born in 1979. Subekci graduated from the Department of Electronics of Abant Izzet Baysal University and the Department of Labour Economics and Industrial Relations of Anadolu University. He took office in Datapro A.S. as a Broad Service Officer, in Probil A.S. as a Team Leader and Project Officer, in Kafein Yazılım Hizm. Tic. A.Ş. as IT, Administrative Affairs and Purchasing Manager. Kenan Subekci has been holding office as the Board Member of Kafein Yazilim Hizmetleri Ticaret A.S since 02.01.2012. He also is also the Mayor of Düzce Gümüşova Municipality since 01.04.2024.

Murat Ethem Sümer (Independent Board Member)

He was born in 1964 in Ankara. He graduated from Galatasaray High School in 1984 and from Marmara University, Business Administration Department in 1989. After graduating from university, he worked in the tourism sector and Cankurtaran Holding for a while. In 1992, He started to work as a Financial Analyst in the Digital Equipment Turkey A.S. and participated in the International Education Program, equivalent to an MBA, at the Digital Management Institute between 1995-1998 during his tenure. After working at the head office in England for one year, he worked as the Turkey Country Finance and Administrative Affairs Manager of the same company. He continued his career as CFO at Vestel Companies Group Information Technologies department, Universal Music Group Turkey and T-Systems Turkey, respectively. After working as Business Operation Lead in Microsoft Turkey C&O unit, he has been working as CFO at Escar Filo Kiralama Hizmetleri A.S. He is fluent in English and French.

Murat Kaan Güneri (Independent Board Member)

Murat Kaan Guneri earned his BSc in Psychology, Bogazici University, Istanbul. He started his early career in Iktisat Bank and continued at Digital Equipment Corporation (DEC) where he carried the responsibility for the Human Resources and Organization Country Manager position as well as that for the Quality Management function. Since 1996, he has been the founding partner of three different consultancy companies in the field of human resources in Turkey and has worked actively. He is currently the country managing partner of AltoPartners C.V. consultancy firm, the Chairman of the Board of MKG ve Ortakları İnsan Kaynakları Danışmanlığı Hizmetleri A.Ş., and Member of the Audit Committee at İstanbul Golf İhtisas Spor Kulübü İktisadi İşletmesi.

c) Senior Management and Personnel

Senior
Management
Title
Ali
Cem
Kalyoncu
Chairman
of
the
Board; General
Manager
Neval Onen Vice
Chairwoman
of
the Board,
HR
and
Administrative
Affairs
Director
Kenan Subekci Member
of
the
Board

Hatice Sevim Oral Member of the Board, Accounting Manager

Murat Ethem Sümer Independent Board Member Murat Kaan Güneri Independent Board Member

Ozlem Tibet Sales Director Tugrul Gokcen Sales Director Baki Akturk Sales Director

The senior management of the Company consists of the Chairman of the Board, Board members and other managers acting as directors general.

For the period ending on 31.03.2024, the total amount of the attendance fee and similar other benefits granted to the board chairman, board members and senior management is TRY 2,940,773. (31.03.2023: TRY 4,414,288) On 31.03.2024, the company's average number of employees working during the year is 700. (December 31, 2023: 706)

d) Organization Chart

III. INFORMATION ABOUT THE OPERATIONS

a) Information about the Share Buy-Back

There are no buy-backed shares acquired during the period.

b) Information about Private and Public Audits

The internal control system and internal audit activities of the Company is regularly checked and carried out by Finans Denetim Yeminli Mali Musavirlik A.S. The Audit and Certification Agreement was signed on 02.01.2024 between the company and Finans Denetim Yeminli Mali Musavirlik A.S. to remain in force between 01.01.2024 and 01.01.2025. The purpose of the contract is to carry out the audit and certification of annual income and corporate tax returns and the financial statements and notifications attached to them, as well as other works, in accordance with Law No. 3568 and other relevant laws and legislation.

In the Extraordinary General Assembly Meeting held on 01.04.2024, "PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi" is assigned as the Independent Auditor to perform the audit and other relevant procedures in the financial year of 2024 in accordance with Turkish Code of Commerce, Capital Markets Regulation, and other relevant regulations.

c) Donations and Grants

Based on the Board of Directors Decision dated 22.01.2024 and numbered 02, a total donation of TRY 90,800 TL was made where TRY 15,800 is for the Turkish Education Foundation (TEV) and TRY 75,000 for the Turkish Foundation for Combating Erosion, Afforestation and Protection of Natural Assets (TEMA) to obtain a certificate for 1000 saplings within the scope of the Company's Donation and Aid Policy.

d) Information about the Group Involving the Company

The Company is not a part of an association of companies.

e) Information about the Affiliates and Subsidiaries2

The company does not have a cross-shareholding relationship in which the direct participation rate in the capital exceeds 5%. Other affiliates information is as follows:

Karmasis Bilisim Cozumleri Ticaret A.S (%51)

The main activity of Karmasis Bilişim Çözümleri Ticaret A.Ş., which was established in 2003, is to produce information processing software, to sell the usage rights as the owner of these software, to carry out training activities on information processing and software, and to provide consultancy services on these issues if necessary. On 12 November 2020, Kafein Technology purchased %51 of Karmasis for a price of 45.390.000 TRY and include it into the scope of consolidation with a full consolidation method starting by the financial statements of the period ending as of 31 October 2020. The subsidiary is consolidated according to the full consolidation method.

f) Amendments to the Articles of Association within the Period

There are no amendments to the Articles of Association within the period.

g) Sanctions Imposed under the Regulations

Administrative or judicial sanction imposed on the Company or the Board members due to illegal procedures are given in this section. On 01.05.2022, It has been reported to the company that, with the Competition Board's decision numbered E-77234294-100-43200 and dated 29.04.2022, it was decided to open an investigation to determine whether the 4th article of the Law on the Protection of Competition No. 4054 was violated by making gentleman's agreements in the labor market. On

2 Based on the decision of Board of Directors dated 31.01.2024 and numbered 2024/03, In order to provide additional savings and efficiency by simplifying affiliate structure, it has been decided to sell total of 765,000 share (%51) the company held in Intranet Yazılım A.Ş. for a total amount of TRY 1,500,000 to Prokon Net Bilişim Organizasyon Turizm Reklam İnşaat Ticaret Limited Şirketi in a way that TRY 500,000 to be collected in cash and the remaining TRY 1,000,000 to be collected on 01.06.2024.

23.01.2024, regarding the investigation of the Competition Authority numbered 2022-5-006, the company is informed that the content of the investigation is terminated and based on the final decision the company is received an administrative fine for total of TRY 1,577,475.28. In accordance with the relevant law, the payment is made within 1 month to benefit from a 25% discount (1,183,106.46-TL in total)

h) Information about the On-going Legal Procedures

There are no significant lawsuits brought against the company that may affect the financial status and activities of the company.

i) Legislative changes that may affect company activities

There are no legislative changes that may have a significant impact on the company's activities.

j) Information About the Conflict of Interest Between the Company and the Institutions from which it receives Services such as Investment Consultancy and Rating Firms

Kafein Technology takes care to prevent potential conflicts of interest that may arise between it and the institutions it receives services from, such as investment consultancy and rating firms. For the current period, there is no conflict of interest between the company and the institutions from which it receives services such as investment consultancy and rating.

IV. RESEARCH AND DEVELOPMENT ACTIVITIES

Lists of projects completed or under development within the period of 01.01.2024 - 31.03.2024 in Yıldız Technical University Technology Development Zone, where Kafein provides services within the scope of R&D, are listed below in chronological order:

# Project Name Start
Date
End
Date
Project
Summary/
Purpose
1 Intellimap Project 26.06.23 26.06.24 It is an online mobile communication platform that
enables to observe and analyse density maps based
on the signalled location of users in the telecom
sector, dynamic and flexible querying of usage
data
through
our
Big
Data
platform,
communicating with subscribers who allow it via
SMS and MMS, and measuring feedback. The
platform complies with national data privacy laws.
2 Messaging
Platform Meet
Project
02.09.22 02.09.24 Meet application is an online video calling
platform that can be used for both companies and
individuals.
3 Weight and
Balance Project
07.04.22 07.09.24 A software that can make more precise weight and
balance calculations, save fuel, time, and human
resources, increase flight safety, and increase data
reliability with source system integrations to be
used in aircrafts.
4 DataTouch DAM 18.04.23 18.10.24 DataTouch
is a Data Security and Governance
Product
and
a
new
generation
data
lineage
software that helps determine the purposes of use,
frequency of use and users of the detected data.
5 Reseller
Management
System
Project
Phase II
18.05.20 30.10.24 The project intends to respond to the maintenance
requests and demands from the clients in the
telecommunication industry, prevent human errors
by automating manually operated Dealer and User
creation processes and improve
efficiency.
6 Telco
Siebel
Sales
Force Module
Replacement Faz 3
01.10.18 30.10.24 The project aims to automatize the communication
between the sales team management system and
team leaders/managers and
their
sales
personnel
and, thus, to create a more efficient and affordable
solution.
7 Interface
Project
Phase II
10.06.20 13.11.24 The project intends to improve monthly sales
figures by renewing customers' cart and purchase
screens on the website. Besides, the project
ensures that customers are directed to desired
subjects by using a webchat supported with
artificial intelligence. This allows less labor and
time for the call center.
8 Telco Online
Processing
Centre,
Phase V
02.06.20 15.11.24 The project aims to carry out the authentication,
session
management,
asset
management
and
similar other processes of the web applications of
the
online
processing
centers
of
telecommunication
companies
from
a
single
center
by
protecting
and
integrating
Legacy
systems with a secure system.
9 Digitalization
Infrastructure
Project for
Telecommunication
Companies
Phase
III
18.07.20 01.12.24 The project aims to ensure consistency among all
the data on SMS, Online, IVR, mobile and similar
other
channels
which
are
created
by
telecommunication companies in order to render
better
service,
and
to
create
a
common
infrastructure so as to ensure consistent client
experience.
10 Telco
Premium
System
Development
Project
Phase
III
01.07.20 20.12.24 With the project, a platform will be created where
the customer can automate the premium processes
and transparently present
the
outputsto
the
dealers.
With
the source system analysis, areas that may be
subject to premium will be determined, related
data will be taken considering the large data
volume, a structure will be designed in which the
calculation engine can work with performance,
reporting layers will
be created that dealers can
access within their authority, and dealers will be
able to see their current status.
11 Telco
Script
Project
Phase II
01.01.19 24.12.24 In the project, it is aimed to attract more users by
adding new modules to the application in order to
create a social media platform together with the
Telco customer.
It
is
planned
to
include
filtering
and story modules on the pictures.
12 Robotic
Process
Design
(RPA)
01.06.19 01.01.25 The
projectrefersto
the
design
and
coding of
all
the
procedures
in
Windows
operated systems using
RPA (Robotic Process Automation) technology.
This project plans
to
minimize
human
errors
in
various procedures,
finalize
processes
within
a
shorter time with robots and ensure continuous process
standards.
13 APIFORT Security 01.01.24 01.01.25 This project was developed to ensure API security
and includes user management, API Inventory,
API
Discovery,
API
Monitoring,
Settings,
Browser (API OWASP Risks), Reporting, API
DevOps Integrations, Product Documentation,
Product Installer, Platform API Support, Other
Product Integrations. (Slack, SIEM, Sonar) and
Custom Browser Rule Adding features.
14 Document
Scanning and
Analysis Platform
(DSAP) Project
19.02.23 19.02.25 With the DSAP project, it is aimed to perform the
optical character analysis of the documents for the
company's Netherlands-based customer, such as
order form and invoice, and then integrate the
information obtained with the ERP system (SAP).
15 Telco Test Project 18.04.23 18.04.25 With
this
project,
automation
processes
are
written. It is aimed to write end-to-end test
scenarios during the process, to automate these
scenarios with Selenium and Appium Tool, and to
turn the automated scenarios into a platform that
works with our Automation Tool, which is written
in Java and developed to be integrated into the
Devops process. Subsequently, this platform is
made operational in four different modules: Web,
Mobile,
Desktop
and
Integrated
System
Applications.
16 Telco Network
Monitor Project
Phase II
29.04.23 29.04.25 By integrating the applications with the network
system, it is aimed to enable the users to take
action
at Level 1 by monitoring all the devices
connected to the internet, to automate the system
and to create a structure that is monitored 24/7
with the configurative system to be established.
17 DataFocus Project 01.05.24 01.05.25 The goal of the project is to help manage data in
the corporate field in an organized, accessible and
secure way by developing a new and multi
dimensional Data Governance product. DataFocus
aims to centralize data management and analysis.
18 Muud Project 27.05.23 27.05.25 The project includes the creation of a domestic
mobile music listening platform.
19 Bio-Curity: E
health Services
with Digital
Biomarker
Ecosystem
23.06.23 23.06.25 Bio-Curity
is an e-health technology integrated
solution
that
includes
artificial
intelligence
supported software that will help the diagnosis,
follow-up, course, and treatment processes of
diseases by transferring biomarkers (biological
signals originating from the
human body) to
digital platform. With the project, it is aimed to
create a digital biomarker ecosystem and help the
treatment/follow-up process by enabling patients
to
measure
real-time
data
for
non-invasive
20 MSP Test
Environments
Management
Project
Phase
I
01.07.21 01.07.25 procedures in the home environment.
It is aimed to create a new MSP test environment
in order to
present test applications related to the
project and transformation processes of our Telco
customer.
With
the
shift
left
methodology to
be
made
within
the
scope
of
the
project, increasing
efficiency
in
internal processes in all products and
transformations, reducing response times, time
saving,
general
process
improvements
and
implementation of various accelerators and tools
(such as artificial intelligence, machine learning,
etc.) will be made.
21 End-to-End Test
Automation
System Project
12.01.23 12.07.25 It is aimed to provide end-to-end reliable outputs
by providing an automation-based software testing
system to the quality and software testing team. In
this way, both operational efficiencies will be
increased and the error rate for end users will be
minimized.
22 Smart MIS Project
(SMIS)
25.07.23 25.07.25 It is aimed to create a real location sensitive web
application platform with a modern design, which
contains all kinds of tools that local governments
will need to manage the city.
23 Genesis
ADM
Phase III
21.01.19 31.07.25 The project plans transition from on-
premises
systems to systems managed on cloud as part of
the completion of new development
requests
and
the
transition
to micro service infrastructure.
24 New Generation
Banking (FinTech)
29.08.23 29.08.25 The project aims to help both businesses and
consumers
manage
their
financial
operation
processes faster and better by using special
software and algorithms.
25 Telco Gold Agile 01.09.23 01.09.25 Within the scope of the project, the technical
infrastructure
of
transactions
such
as
Package/Service/Tariff
selection,
processing/
decommissioning, and price updating, which are
among
the
main
telecommunication
main
processes, will be provided.
26 Telco Academy 01.09.23 01.09.25 The project includes the installation, use and
development of an online education website's
educational contents, exams, forums, blogs, and
user structures. It includes editing pages with
special
designs
with
HTML,
JS,
and
CSS,
providing reports and statistics, database editing
processes, and examining and resolving possible
error findings.
27 Telco E-Commerce 17.09.23 17.09.25 In the project, the infrastructure of an e-commerce
application will be improved, thus facilitating a
faster and clearer response to customer requests.
28 Service
Management
Project
26.03.24 26.09.25 The project develops a service management
application
for
the
management,
quality
measurement and sustainability of IT and non-IT
services offered by companies to their employees
and customers.
29 GDPR and Data
Leak Project
15.10.23 15.10.25 Within the scope of the project, personal data
discovery will be made for GDPR compliance in
structured
and
unstructured
environments.
Afterwards, personal data beyond the retention
period will be archived and deleted, and efforts
will be made to bring it into compliance with the
GDPR law. In addition, personal data security will
be ensured by making improvements to prevent
data leakage that may occur in the personal data
held within and out of the institution.
30 AllinCyber Project
Phase II
15.11.22 18.11.25 With the All in Cyber project, it is aimed to reach
the security level of each customer's IT systems to
the ideal security level that is fully compatible
with the MitreATT&CK framework, which was
established with the goal of a non-profit safe world
and defines security risks.
31 New
generation
smart
CRM
Project
Phase III
12.07.21 01.01.26 It is aimed to develop a simple and easy- to-use
CRM platform that will enable institutions to
manage their businesses quickly and securely from
a single place. The SMART CRM Platform
includes features such as revenue estimation,
invoicing
and
reporting
on
the
portal,
and
customer tracking.
32 Techno Market
Project
16.04.24 16.04.26 In the project, an online e-commerce platform is
being developed.

V. FINANCIAL INFORMATION

a) Summary of Financial Results

Summary data regarding Kafein's financial results as of 31.03.2024 are as follows.

Summary of Balance Sheet
(TRY)
31.03.2024 31.12.2023
Total Assets 1,047,258,827 1,074,196,292
Current
Assets
665,041,738 710,341,483
-Cash and Cash Equivalents 305,816,068 187,822,023
-Financial Investment 72,042,352 150,341,457
-Trade Receivables 195,898,973 338,329,733
Non - Current Assets 382,217,089 363,854,809
-Financial Investment 43,798,865 3,647,143
-Tangible Fixed Assets 30,574,194 31,176,839
-Intangible Fixed Assets 282,964,637 291,193,364
Total Liabilities 263,220,801 318,385,340
-Short-Term
Liabilities
221,092,862 289,561,459
-Long-Term
Liabilities
42,127,939 28,823,881
Total Equities 784,038,026 755,810,952
-Equity Attributable
to Parent Company
703,978,244 676,921,037
-Equity Attributable
to
Non-Controlling Shares
80,059,782 78,889,915
Total Liabilities 1,047,258,827 1,074,196,292
Summary of Income Statement
(TRY)
31.03.2024 31.03.2023
Sales
Revenue
297,770,852 284,565,397
COGS (207,737,501) (201,512,348)
Gross
Profit
90,033,351 83,053,049
Operational Expenses (60,120,833) (47,806,586)
-General
Administrative
Expenses
(40,747,199) (32,236,583)
-Marketing Expenses (18,380,550) (10,042,446)
-Research and Development Expenses (7,764,235) (5,154,646)
-Other Operating Income 21,781,863 5,540,885
-Other Operating Expense (15,010,712) (5,913,796)
Main
Operation
Profit
29,912,518 35,246,463
Income/Expense
from
Investment
Activities
95,599,068 (34,356,428)
Operating
Profit
(Loss)
before
Financial
Income/Expense
125,511,586 890,035
Financial
Income/(Expense)
10,837,489 3,088,894
Net Monetary Position Gains (Losses) (95,909,974) (141,678,042)
Net
Profit
for the
Period (Parent Company)
25,228,250 (141,410,384)

b) Information about Dividends

At the meeting of the Board of Directors dated 08.05.2024 and numbered 13, it has been decided to submit the offer of distributing TRY 4,000,000 gross dividend to General Assembly's approval, from the net distributable profit of TRY 100,443,616.00 and 138,482,541.07 TL which are prepared in accordance with the capital market legislation and the legal records respectively, as of 31.12.2023. The Ordinary General Assembly Meeting of the Company will be held at 13:00 o'clock on 25.06.2024, and in the head office located at Cifte Havuzlar Mah. Eski Londra Asfalti Cad. Kulucka Mrk. A2 Blok No:151/1B Iç Kapi No: B01 Esenler Istanbul.

After the deduction of the amounts which must be paid and reserved by the Company (such as the general expenses and sundry depreciation items), the amounts to be paid against compulsory taxes and, if any, the losses of a previous year, the remaining net profit of the revenues established at the end of a financial period is distributed as follows:

General Legal Reserves:

a) 5% is allocated as legal reserves.

First Dividend:

b) As per Turkish Code of Commerce and the Capital Markets Regulation and in accordance with the profit distribution policy of the Company, the first dividend is allocated on the amount to be calculated with the addition of the donation amount, if any, to the remaining balance.

c) After the foregoing deductions, the General Assembly may agree to distribute the dividend to board members, partnership staff and other persons excluding shareholders.

Second Dividend:

d) After the deduction of the amounts specified under paragraphs (a), (b) and (c) herein, the General Assembly may decide to distribute, in part or as a whole, the remaining balance as the second dividend or, as per article 521 of Turkish Code of Commerce, to allocate as legal reserve.

General Legal Reserves:

e) After deducting 5% of the capital as dividend from the amount to be distributed to the shareholders and other participants of the profit, ten percent of the remaining balance is added to general legal reserves as per paragraph 2, article 519 of Turkish Code of Commerce.

VI. RISKS AND ASSESMENT BY THE BOARD OF DIRECTORS

Risk Management, Internal Control Mechanism and Evaluation of Strategic Goals

The Company's risk management procedure is carried out by the Early Risk Identification Committee established under the Board of Directors. The Committee includes two independent members from the Board of Directors, and the operational principle of the committee is available on the website of the Company. The Early Detection of Risk Committee convenes at least six times a year.

The main risks our company is exposed to are risks arising from the sector, risks arising from activities and other risks (credit, liquidity, exchange rate and interest rate) are followed under three main headings and the Board of Directors is periodically informed about these risks.

The Company's risk management program generally focuses on minimizing the potential negative effects of uncertainty in financial markets on the Company's financial performance.

The Company's Board of Directors pays attention to receiving the opinion and advice of relevant departments while identifying strategic targets. The advice for strategic targets is reported to the Board of Directors, and the targets are implemented within the shortest time possible. In this sense, the rate of success is evaluated during financial statement terms and at the end of relevant years by reviewing operations. Once in every year, the Board of Directors holds a meeting to evaluate the rate of success, operations, and former performance of the Company.

The risks with possible effects to the Company and the financial investments are as follows:

a) Industrial Risks

There are certain legal regulations and restrictions which Kafein should comply with. Kafein is a company engaged in the software industry. The Turkish government grants certain privileges to the industry. However, these privileges may be removed in time, and the privileges granted to Kafein may decrease or completely disappear.

The activities of Kafein may be subject to the effects of economic inconsistency. There may be political and/or economic inconsistencies in Turkey and the world. Kafein and the industry may be affected negatively and have retarded activities.

b) Operational Risks

Kafein ensures sales revenue mainly from only a single industry. Although Kafein carries out sales transactions of electronic communication companies for more than 15 years, the Company is still subject to the risk of sectoral condensation. Certain issues which may arise in the electronic communication industry may affect Kafein negatively.

The bidding stage of tenders and the commencement periods of undertaken projects may exceed prescribed times. In general, Kafein makes sales revenue by winning tenders and making project offers to clients. In case of extended bidding stage or longer project periods due to uncontrollable reasons may create a negative impact on the expected profitability of Kafein.

There may be delays in tender and project preparation and implementation processes: Material errors during the preparation or price and specification evaluation processes of the tenders wherein Kafein ensures participation may lead to a failure in timely performance and/or decrease in profitability from a project.

There may also be risks due to the location of the head office: The head and the R&D offices of Kafein are situated in the Technopark of Yildiz Technical University which takes place in Esenler, Istanbul. The activities of Kafein may be affected in case authorized bodies decide to move the Technopark or amend the relevant regulation.

The operations of the software and business support systems developed by Kafein may fail. The Company's personnel may need to put effort for long periods so as to remove these failures.

c) Other Risks

Apart from the foregoing, the Company may be subject to various financial risks due to the activities. These are credit risk, liquidity risk, exchange risk and interest rate risk.

Credit Risk: Credit risk becomes a question when the other party cannot perform its contractual liabilities. For the current period, the Company's other short-term receivables from non-affiliated parties are TRY 418,880 while short-term trade receivables from non-affiliated parties are TRY 195,898,973 according to its balance sheet.

Liquidity Risk: Liquidity risk refers to the risk of failure to perform funding liabilities and arises from various reasons that lead to a decrease in fund sources such as undesired market conditions and/or decrease in credit score. For the current period, the Company's short- and long-term liabilities are TRY 221,092,862 and TRY 42,127,939 respectively, which corresponds to TRY 263,220,801 in total.

Interest Rate Risk: Interest rate risk may occur when the changes in the interest rates of the market cause fluctuation in the price of financial instruments. Sensitivity to interest rate risk is associated with the inconsistency of the maturities of assets and liabilities to a great extent. The Company manages this risk with a natural measure which is ensured by balancing sensitive assets and liabilities. For the current period, the Company has TRY 305,816,068 cash and cash equivalents which are subject to interest risk.

Exchange Risk: Exchange risk is the effect of the changes in exchange rates. For current period, Company is not under serious exchange risk since it has foreign asset position equals to TRY 27,003,036

VII. DEVELOPMENTS WITHIN AND FOLLOWING THE PERIOD

• On 16.01.2024, a Commercial Partner Agreement is signed between Google Cloud EMEA Limited and the company to become a partner in the fields of Google Cloud Data, Infrastructure and Cyber Security Solutions in the entire SEEMEA (Southern Europe and Emerging Markets) region, especially the Middle East. The agreement entered into force on the date of signature and will remain in force unless terminated by the parties.

• On 25.01.2024, the company attended the "Wallarm - Integrated API and Application Security" event, organized by Desoft, the digital enterprise solutions company that is the business partner of the company's cyber security solutions brand All-in Cyber, together with Wallarm, the San Francisco-based Application and API security platform provider.

• On 20.02.2024, "Database Activity Monitoring and Masking" service agreement is signed between the company and Al Moammar Information Systems Co where the final customer is Saudi Arabia based Najm Insurance for a total amount of USD 369,000.00. The project duration is 2 years.

• On 20.02.2024, the company received a purchase order (PO) from Aktiftech Teknoloji Anonim Şirketi in the field of SMAX (Service Management Automation X) to be valid between 26.04.2024 and 26.04.2025.

• The company participated as a Platinum Sponsor in the OpenText Summit Turkey 2024 event which is organized by the company's partner Opentext Corporation in Istanbul on 21.02.2024,

where automation, cloud, security, productive artificial intelligence, information management solutions and many trends for the future of the business world were discussed.

• On 23.02.2024, the company signed an agreement regarding the "Academy Future Writers Project" of Turkcell Teknoloji Araştırma ve Geliştirme A.Ş. for the service period of two years.

• In February 2024, a 1-year Robotic Process Automation (RPA) service contract was signed with Webhelp Çağrı Merkezi ve Müşteri Hizmetleri A.Ş.

• In February 2024, a 1-year Robotic Process Automation (RPA) service contract was signed with a third-party telecommunication company.

• On 18.03.2024, a lease agreement was signed between the company and Yıldız Teknoloji Geliştirme Bölgesi Teknopark Anonim Şirketi for YTU Technopark A2 Block Office, to be valid between 11.02.2024 - 10.02.2025.

• On 29.03.2024, a local support agreement on the General Data Protection Regulation (GDPR) Project was signed with Yapı ve Kredi Bankası A.Ş to remain in effect until 31.12.2024.

• On 01.04.2024, a one-year service contract was signed between the company and AssisTT A.Ş.

• On 05.04.2024, a purchase order (PO) is received from a third-party private bank regarding the Robotic Process Automation (RPA) license and service. The project period is 3 years.

• On 18.04.2024, the company is attended to Yeditepe University İZ'24 Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.

• On 22.04.2024, a purchase order (PO) amounting to 1,099,560.00 Euros was received from a third-party telecommunications customer for Robotic process automation (RPA) license sales and service. The project term is 3 years.

• On 07.05.2024, the company is attended to Yildiz Technical University Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.

• On 09.05.2024, the company participated as a sponsor in the "Ui Path Artificial Intelligence and Automation Summit" in Istanbul organized by the company's business partner Ui Path Inc.

• On 14.05.2024, the company completed the "Partnership Advantage SecOps (Security Operations) Reseller Initiative" process with Google Cloud and gained Google Cloud Tier 1 Partner

competence. Thus, with the service partnership formed 16.01.2024, the company additionally formed sales partnership status.

• On 14.05.2024, the company attended the Bilgi University "Bilgi Talent Fest'24" Event and within the scope of the event, information is shared with students and young talents about the company's Kafein Academy program, internship and recruitment processes.

• On 14.05.2025, the company is deemed worthy of an award in the "Commercialized Product Star" category at the "Interstellar Summit Awards" night, organized for the first time this year by Yıldız Technical University Teknopark in the field of innovation, technology and entrepreneurship.

• In the Board of Directors' meeting held on 15.05.2024 and numbered 15, in order to extend the company's business operations, it has been decided to open a branch at the address of "Yeşilköy SB Mah. İSBİ Plaza Sok. ISBI Plaza No 1 İç Kapı No 909 Bakırköy İstanbul"; title the branch as "Kafein Yazılım Hizmetleri Ticaret Anonim Şirketi İstanbul İhtisas Serbest Bölge Şubesi" and allocate TRY 5,000,000 (fivemillionturkishlira) capital to the branch; as branch manager appoint the company's sales and business development director, Mr. Baki Aktürk to represent the company with his individual signature, make the applications to obtain an operating license in the Istanbul Specialized Free Zone.

• On 16.05.2024, the company attended the Istanbul Technical University "İTÜ Internship and Interview days" Event and within the scope of the event, information is shared with students and young talents about the company's Kafein Academy program, internship and recruitment processes.

• On 22.05.2024, the company is attended to Marmara University Career Fair and detailed information about the Kafein Academy program, internship and recruitment processes is shared.

• The company has renewed the agreement with "Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş." to rate compliance level of corporate governance principles for one year, effective from 31.05.2024.

• On 28.05.2024, the company participated in the "Connect, Build & Protect Everywhere" event that we organized in Istanbul with Cloudflare, the manufacturer partner of the company's cyber security solutions brand All-in Cyber.

• On 31.05.2024, a development project of the STM product used in GDPR (General Data Protection Regulation) infrastructure and a security product license of one of the company's business partners Mandiant Inc. is delivered to a third-party telecommunications customer. The

aforementioned purchase order (PO) is 152,000 USD.

• The company has renewed the agreement with "Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş." to rate compliance level of the corporate governance principles for one year, effective from 31.05.2024.

• On 03.06.2024, the company was deemed worthy of the "Superior Performance" evaluation within the scope of the 2024 supplier performance survey organized by the company's customer Enerjisa Üretim Santralleri Anonim Şirketi.

• During the period, the upgraded versions of the test data management product TDM, data security and governance product DataTouch and the database activity monitoring and prevention product DataSkope developed by the company and its 51% subsidiary Karmasis Bilişim are released. In addition, the first MVP (Minimum Viable Product) version of the company's data governance product DataFocus is released.

• Within the framework of the partnership agreement signed between Google Cloud EMEA Limited and the company on 16.01.2024, the company received an order of TRY 2,700,000 for cyber security service from a third-party participation bank on 10.06.2024. With this transaction, the order amount received within the scope of the aforementioned cooperation agreement reached TRY 22,400,000.

• Within the framework of the company's medium and long-term investment plans and as a result of the Board of Directors meeting dated 10.06.2024 and numbered 17, it has been decided to become a founding partner by participating in "APIFORT Yazılım ve Güvenlik Çözümleri Anonim Şirketi" by having 204,000 shares with TRY 1 (One Turkish Lira) value per share corresponding a capital of TRY 204,000.00 (%51) among the total of TRY 400,000.00. The subsidiary is located at "Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Merkezi. A1 Blok No 151/1C İç Kapı No B34" as a taxpayer of Esenler Tax Office with tax identification number 0711015082 and operates in the field of cyber security.

VIII. MISCELLANEOUS

As a result of the periodic valuation studies of BIST Dividend Indices carried out by Borsa Istanbul General Directorate dated 18.04.2024 and based on the BIST Market Value Weighted Share Indices Rule Set (Rule Set), the company continues to be included in in the index for the period of 01.05.2024-31.07.2024. The company has been included in the aforementioned index since 18.01.2022.

The company, initially started to be traded in the BIST Corporate Governance Index as of 13.09.2023, is renewed its contract with "Saha Kurumsal Yönetim ve Kredi Derecelendirme

Hizmetleri A.Ş " in order to renew its rating score for a period of one year starting from 31.05.2024. (The latest Corporate Governance Rating is 94.07% dated 11.09.2023).

As a result of the periodic valuation studies of BIST Participation Indices carried out by Borsa Istanbul General Directorate dated 27.09.2023 and based on the BIST Market Value Weighted Share Indices Rule Set (Rule Set), the company continues to be included in in the index for the period of 01.10.2023-30.04.2024. The company has been included in the aforementioned index since 27.09.2023.

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