AGM Information • Apr 25, 2025
AGM Information
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The Ordinary General Assembly of Kontrolmatik Teknoloji Enerji ve Mühendislik Anonim Şirketi ("Company") for the year 2024 convened on Monday, 21/04/2025 at 11:00 a.m. at the address of Wyndham Grand İstanbul Levent Oteli, Esentepe Mahallesi Büyükdere Caddesi No:177-183 Şişli 34394 İstanbul. The meeting was held under the supervision of Mr. Volkan Küçükçirkin, the Ministry Representative, appointed by the Istanbul Provincial Directorate of Commerce with their letter dated 17.04.2025 and numbered 108345619.
The general assembly invitation, agenda and the general assembly information document was announced in accordance with the Capital Markets Law No. 6362 ("Capital Markets Law") and the Company's articles of association ("Articles of Association"). The announcement was published on the Public Disclosure Platform ("Kamuyu Aydınlatma Platformu"), ("KAP") on March 24, 2025. It was also announced on the Company's website and the Electronic General Assembly System ("EGAS") operated by the Merkezi Kayıt Kuruluşu A.Ş and on page 215 of the Turkish Trade Registry Gazette dated 28 March 2025 and numbered 11302.
According to paragraphs 5 and 6 of Article 1527 of the Turkish Commercial Code, it has been established that the Company has fulfilled the preparations for the electronic general assembly meeting in accordance with the legal regulations. It has been observed that the meeting was attended via EGAS in addition to physical attendance. From the examination of the list of attendees, out of 650,000,000 shares with a nominal value of TL 1 each corresponding to the Company's total issued capital of TL 650,000,000, 120.710.581,255 shares corresponding to TL 120,710,581.255 of the Company's issued capital amounting to TL 120.710.581,255 were presented in person, 172.104.229,72 shares corresponding to the share capital of TL 172.104.229,72 were represented at the meeting by proxy, totalling 292.814.810,979 shares out of a total share capital of TL 292.814.810,979, and thus the minimum meeting raito stipulated by both the law and the Articles of Association was present.
During the meeting, Mr. Sami Aslanhan, Chairman of the Board of Directors, Mr. Murat Tanrıöver, Member of the Board of Directors, Ms. Bikem Kanık, Independent Member of the Board of Directors, Mr. Burhanettin Koray Tunçalp, Independent Member of the Board of Directors, Mr. Erdal Yavuz, Independent Member of the Board of Directors, Mr. Cemil Kassas representing the auditor Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. were present.
Chairman of the Board Mr. Sami Aslanhan provided the shareholders with information regarding the voting procedure, the total number of votes that can be cast at the general assembly, and the shares, within the framework of the Company's internal directive on general assembly procedures. Subsequently, Chairman of the Board Mr. Sami Aslanhan simultaneously opened the meeting both physically and electronically, and the discussion of the agenda items commenced.
According to the first item of the agenda, Mr. Mustafa Sami Akgül was nominated as the Chairman of the Meeting by a written proposal submitted by one of the Company's shareholders, Mr. Sami Aslanhan. As there were no other proposals on the matter, the nomination was submitted to the vote of the General Assembly.
As a result of the voting, the election of Mr. Mustafa Sami Akgül as the Chairman of the Meeting and the authorization granted to him to sign the meeting minutes were approved by the majority of the attendees, with 292,814,205.979 votes in favor and 605 votes against. Chairman of the Meeting, Mr. Mustafa Sami Akgül, stated that, pursuant to Article 419 of the Turkish Commercial Code, he appointed Mr. Giray Alkın Ilıca as the Vote Collector, Mr. Burak Çelebi as the Minutes Clerk, and Mr. Alican Sancak, who holds the "Central Registry Agency Electronic General Assembly System Certificate of Expertise," to operate the electronic general assembly system.
According to the second item of the agenda, a written proposal submitted by one of the Company's shareholders, Mr. Sami Aslanhan, suggested that the Annual Report of the Board of Directors for the 2024 fiscal year be deemed as read, since it had been made available for the review of shareholders at least three weeks prior to the general assembly meeting, in compliance with regulations, through the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System, and the Company's website at www.kontrolmatik.com.
This proposal was submitted to the approval of the General Assembly and was accepted by the majority of the attendees, with 292,814,205.979 votes in favor and 605 votes against.
The meeting then proceeded with the discussion of the Annual Report of the Board of Directors. No one took the floor.
According to the third item of the agenda, a written proposal submitted by one of the Company's shareholders, Mr. Sami Aslanhan, suggested that the Independent Audit Report for the 2024 fiscal year be deemed as read, since it had been made available for the review of shareholders at least three weeks prior to the general assembly meeting, in compliance with regulations, through the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System, and the Company's website at www.kontrolmatik.com.
This proposal was submitted to the approval of the General Assembly and was accepted by the majority of the attendees, with 292,814,205.979 votes in favor and 605 votes against.
No one took the floor. The Chairman of the Meeting informed that this item on the agenda was for informational purposes and would not be subject to a vote.
According to the fourth item of the agenda, a written proposal submitted by one of the Company's shareholders, Mr. Sami Aslanhan, suggested that the consolidated financial statements for the 2024 fiscal year be deemed as read, since they had been made available for the review of shareholders at least three weeks prior to the general assembly meeting, in compliance with regulations, through the
Company's website at www.kontrolmatik.com, the Public Disclosure Platform, and the Central Registry Agency's E-General Assembly System.
This proposal was submitted to the approval of the General Assembly and was accepted by the majority of the attendees, with 292,814,205.979 votes in favor and 605 votes against. The 2024 consolidated financial statements were opened for discussion.
No one took the floor. The 2024 consolidated financial statements were then put to a vote and, with 292,814,205.979 votes in favor and 605 votes against, were approved by the majority of the participants.
According to the fifth item of the agenda, the discharge of the Board Members for the 2024 fiscal year accounts and activities was proceeded with individually.
The discharge of the Board Members for the 2024 fiscal year accounts and activities was submitted to the approval of the General Assembly. Shareholder Board members did not use their voting rights in relation to their own discharge, in accordance with Article 436 of the Turkish Commercial Code (TTK). As a result of the voting:
The discharge of Chairman of the Board Mr. Sami Aslanhan was put to a vote and, with 157,462 votes against and votes in favor, it was approved by the majority of the attendees (Mr. Sami Aslanhan did not use his voting rights in relation to his own discharge).
The discharge of Vice Chairman of the Board Mr. Ömer Ünsalan was put to a vote and, with 157,462 votes against and 172.442.369,01 votes in favor, it was approved by the majority of the attendees (Mr. Ömer Ünsalan did not use his voting rights in relation to his own discharge).
The discharge of Board Member Mr. Murat Tanrıöver was put to a vote and, with 157,462 votes against and 292,657,348.979 votes in favor, it was approved by the majority of the attendees.
The discharge of Independent Board Member Ms. Bikem Kanık was put to a vote and, with 157,462 votes against and 292,657,348.979 votes in favor, it was approved by the majority of the attendees.
The discharge of Independent Board Member Mr. Burhanettin Koray Tunçalp was put to a vote and, with 157,462 votes against and 292,657,348.979 votes in favor, it was approved by the majority of the attendees.
The discharge of Independent Board Member Mr. Erdal Yavuz was put to a vote and, with 157,462 votes against and 292,657,348.979 votes in favor, it was approved by the majority of the attendees.
According to the sixth item of the agenda, the discussion proceeded regarding the Board of Directors' profit distribution proposal for the year 2024, which was prepared in compliance with the Turkish Commercial Code and the Capital Markets Law, and in alignment with the Turkish Financial Reporting Standards. The proposal had been announced at least three weeks prior to the General Assembly meeting, in accordance with regulations, on the Company's corporate website at
www.kontrolmatik.com, at the Company's headquarters, on the Public Disclosure Platform, and on the Central Registry Agency's Electronic General Assembly System.
Our Company's Board of Directors convened at the Company headquarters on the above-mentioned date to discuss the following matters. Following the review of our financial statements for the fiscal year 01.01.2024 31.12.2024, prepared in accordance with the Turkish Accounting/Financial Reporting Standards (TMS/TFRS) as per the provisions of the Turkish Commercial Code and the Capital Markets Board's Communiqué No: II, 14.1, and our financial statements prepared in accordance with the records kept under the Tax Procedure Law (TPL).
1) According to the financial statements prepared in accordance with TFRS, the net profit for the period attributable to the parent company is TL 273,914,218, and according to the TPL records, the current year's profit is TL 171,878,262.41,
a) According to the financial statements prepared in accordance with TFRS, after allocating the statutory reserve of TL 5,562,425.51 as required by Article 519 of the Turkish Commercial Code from the net profit for the period attributable to the parent company amounting to TL 273,914,218, the net distributable profit for the period amounts to TL 268,351,792.49. After adding the donations made during the relevant period, the net distributable profit, including donations, is found to be TL 268,856,967.49 Accordingly;
b) Regarding the distribution of profits for the year 2024, in accordance with the Turkish Commercial Code (TCC), Capital Markets Legislation, Capital Markets Law (CML), Capital Markets Board (CMB) Regulations/Decisions, Corporate Income Tax Law, Income Tax Law, Tax Procedure Law (TPL), and other relevant legal provisions, as well as the applicable provisions of our Company's Articles of Association and Profit Distribution Policy; considering our Company's long-term strategies, investment and financing policies, profitability, and cash position;
The Board of Directors' profit distribution proposal was read. The profit distribution proposal of the Board of Directors was submitted to the approval of the General Assembly. As a result of the voting, the proposal was approved by the majority of the participants, with 605 votes against and 292,814,205.979 votes in favor.
According to the seventh item of the agenda; with the written proposal submitted by Mr Sami Aslanhan, one of the shareholders of the Company,
Within the scope of the election of new members to replace the members of the board of directors whose term of office will expire in April 2025, taking into account the principles regarding the election of members of the board of directors in our articles of association in accordance with the CMB regulations, the Turkish Commercial Code and the Regulation, to terminate the duties of the current members of the board of directors and to elect new members instead of them, to form the Company's board of directors consisting of 5 (five) members including 2 (two) independent members and to appoint members to the board of directors for a term of 1 (one) year;
Mr. Sami Aslanhan, a citizen of the Republic of Turkey with the Turkish ID number 46297577726,
Mr. Ömer Ünsalan, a citizen of the Republic of Turkey with the Turkish ID number 21287419644,
Mr. Murat Tanrıöver, a citizen of the Republic of Turkey with the Turkish ID number 27118542178, and;
For the Independent Board of Directors membership;
Based on the resolution of the Board of Directors dated 14.02.2025 and numbered 2025/1, the following individuals were determined as independent board member candidates, and pursuant to Article 4.3.7 of the Corporate Governance Principles annexed to the Communiqué on Corporate Governance No. II-17.1, and taking into account the Capital Markets Board's letter dated 28.02.2025 and numbered E-29833736-110.07.07-68570, which stated no negative opinion regarding their candidacy;
Mr. Burhanettin Koray Tunçalp, citizen of the Republic of Turkey, Turkish ID number 24296088818,
Ms. Bikem Kanık, citizen of the Republic of Turkey, Turkish ID number 48658265396,
The proposal was submitted to the vote of the General Assembly. As a result of the voting, the proposal was accepted by majority vote with 275,707,522.979 votes in favor against 17,107,288 votes against.
It was observed that the elected members submitted their declarations of acceptance for their duties.
According to the eighth item of the agenda, the written proposal of Mr Sami Aslanhan, one of the shareholders of the Company, for the determination of the remuneration of the members of the Board of Directors was read.
It was proposed that no fees be paid to board members who are also shareholders in their capacity as board members, and that a monthly gross fee of 100,000 TL be paid to each of the other Board members. These payments would start from the month following this General Assembly meeting, with any applicable withholding taxes, taxes, and charges to be covered by the company. The proposal
was put to the approval of the General Assembly, and as a result of the vote, it was accepted by a majority of votes, with 17,108,049 votes against and 275,706,761. 979 votes in favor.
It was observed that shareholder Mr. Erhan Akkuş submitted a dissenting opinion regarding agenda item 8, and the relevant dissenting opinion has been appended to the minutes of the General Assembly meeting.
According to ninth item of the agenda; in accordance with the Turkish Commercial Code and the Capital Markets Board regulations, upon receiving the opinion of the Audit Committee, the Board of Directors proposed the appointment of Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş., located at Maslak Mah. Saat Sk. Spine Tower Sitesi No: 5, İç Kapı No: 216, Sarıyer / İstanbul, registered with the Istanbul Trade Registry under number 206580, registered with the Boğaziçi Corporate Tax Office under tax number 4430028598, and with MERSIS number 0443002859800014, as the Independent Audit Firm, to carry out the audit of the financial statements of our Company for the 2025 fiscal period, and, on the condition that it is authorized by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") to perform independent assurance activities in the field of sustainability, to perform the mandatory sustainability assurance audit of the reports to be prepared for the years 2024 and 2025 in accordance with the Turkish Sustainability Reporting Standards published by KGK, including but not limited to other activities within the scope of the relevant regulations.
The proposal was submitted for the approval of the General Assembly; as a result of the voting, the proposal was accepted by majority vote with 292,814,205.979 votes in favor against 605 votes against.
According to the tenth item of the agenda, in accordance with the regulations of the Capital Markets Board, the shareholders were informed that the Company made a donation of 505,175-TL to foundations and associations for social aid purposes in 2024.
Pursuant to agenda item 10 and based on the written proposal submitted by one of the Company's shareholders, Mr. Sami Aslanhan, it was proposed that the upper limit for donations to be made in 2025 be determined as 0.5% (five per thousand) of the previous year's revenue, and this proposal was submitted for the approval of the General Assembly.
As a result of the vote, the proposal was accepted by majority vote with 275,719,604.979 votes in favor and 17,095,206 votes against.
According to agenda item eleventh; it was informed to the General Assembly that, in 2024, no guarantees, pledges, mortgages or sureties were provided by our Company and its subsidiaries in favor of third parties, and no income or benefits were obtained in connection therewith.
Since this item of the agenda was not subject to voting, only information was given.
According to the twelfth item of the agenda, authorisation of the controlling shareholders and the members of the Board of Directors within the framework of Articles 395 and 396 of the Turkish Commercial Code was submitted to the approval of the General Assembly, and as a result of the voting, it was approved by a majority of the votes cast with 292,814,205.979 votes in favour against 605 votes against.
According to the thirteenth item of the agenda, the shareholders were informed that there were no transactions in 2024 regarding the transactions requiring information pursuant to the Corporate Governance Principle numbered 1.3.6 in the annex of the Corporate Governance Communiqué numbered (II-17.1) of the Capital Markets Board.
According to the fourteenth item of the agenda, the Meeting Chairman asked the shareholders whether they had any requests and recommendations.
Shareholder İsmail Oktay took the floor and started his speech with affection and respect. He expressed his appreciation for the realization of shareholder requests following last year's General Assembly and extended his thanks to Mr. Alican Sancak, Manager of the Investor Relations Department, for his outstanding efforts. He shared his requests and suggestions regarding the evaluation of potential investments and collaborations in the space industry, including discussions with the İşbank Group; the public offering of Pomega; and the implementation of a capital increase through rights issue. Chairman of the Board of Directors, Mr. Sami Aslanhan, briefly stated that these matters would be taken into consideration by the Company's management in a manner deemed appropriate and in compliance with the applicable legislation.
Since no other shareholders requested to speak and there were no further items on the agenda, the Chairman of the Meeting, Mr. Mustafa Sami Akgül, closed the meeting. The minutes of this meeting were drawn up and signed at the meeting place.
| Ministry Representative | Meeting Chairman | Vote Collector | Meeting Secretary |
|---|---|---|---|
| Volkan Küçükçirkin | Mustafa Sami Akgül | Giray Alkın Ilıca | Burak Çelebi |
| Madde | Katılımcı / | Pay | Muhalefet |
|---|---|---|---|
| No | Sahibi | Şerhi | |
| 8 | ERHAN | ERHAN | Tüm ücret, ikramiye, prim ve huzur hakkı halka açık pay senedi olarak ödenmelidir. Hisse senedinin fiyatlanmasından |
| AKKUS | AKKUS | sorumlu olmayı gerektiren bu uygulama şirkete güveni arttıracaktır. |


Volkan Küçükçirkin Mustafa Sami Akgül Giray Alkın Ilıca Burak Çelebi Ministry Representative Meeting Chairman Vote Collector Meeting Secretary
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