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SDT UZAY VE SAVUNMA TEKNOLOJİLERİ A.Ş.

Pre-Annual General Meeting Information May 7, 2024

8878_rns_2024-05-07_864b8c95-46f1-4ea1-abfd-dfc87d3ac2cd.pdf

Pre-Annual General Meeting Information

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INVITATION TO THE ORDINARY GENERAL ASSEMBLY MEETING

ANKARA Trade Registry Directorate-200761

SDT SPACE AND DEFENSE TECHNOLOGIES INC. (SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ)

INVITATION TO ATTEND THE ORDINARY GENERAL ASSEMBLY MEETİNG SECHEDULED FOR May 30, 2024.

The Company's Ordinary General Assembly Meeting is scheduled to take place on Thursday, May 30, 2024, at 10:00 a.m. The venue for the meeting will be the Bilkent Otel ve Konferans Merkezi, located at Üniversiteler Mah. İhsan Doğramacı Bulvarı No: 6 Bilkent / Çankaya / ANKARA (Tel: +90 (0312) 210 10 15). The purpose of the meeting is to review the activities of the year 2023 and to discuss and resolve the agenda outlined below.

The 2023 Annual Report, which includes the Financial Statements, Independent Audit Report, and explanations regarding the proposal for Dividend Distribution, along with a Detailed Information Note offering essential clarifications for compliance with these agenda items and Capital Markets Board regulations, will be provided for review by Shareholders. This will be done three weeks prior to the meeting, ensuring full compliance with legal requirements. Shareholders can access these documents at the Company Headquarters, the Company's official website at www.sdt.com.tr, and via the Electronic General Assembly system of the Central Registry Agency. Shareholders unable to attend the meeting in person, while ensuring that the rights and obligations of those attending electronically are upheld, must arrange proxies as outlined in the sample provided below. Alternatively, they may obtain a proxy form from the Company units or from the corporate website at www.sdt.com.tr address. The completed proxy form should then be submitted to the Company, adhering to the guidelines specified in the "Communiqué on Voting by Proxy and Proxy Solicitation by Invitation," numbered II-30.1, which came into effect upon publication in the Official Gazette dated December 24, 2013, and numbered 28861.

Proxy appointments made electronically via the Electronic General Assembly System do not mandate the submission of a power of attorney document. Proxies must adhere to the specified sample power of attorney as outlined in the Communiqué; failure to comply will result in nonacceptance due to our legal obligations. Shareholders intending to cast their votes through the Electronic General Assembly System are kindly advised to acquire necessary information from the Central Registry Agency, the company's official website at www.sdt.com.tr, or the Company Headquarters (Tel: +90 (0312) 210 10 15) to ensure compliance with relevant regulations and communiqué provisions.

In accordance with Article 415, Paragraph 4 of the New Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the entitlement to participate and vote at the General Assembly does not hinge on the submission of share certificates. Hence, shareholders are not required to immobilize their shares if they intend to attend the General Assembly Meeting. As for the voting process on the agenda items during the Ordinary General Assembly Meeting, the open voting method via raising hands will be employed, without prejudice to the provisions governing electronic voting. This information is provided for the attention of our esteemed shareholders.

SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ

Company Address : Üniversiteler Mahallesi İhsan Doğramacı Bulvarı No:37/1 Çankaya -ANKARA Trade Registry and No : Ankara /200761 Mersis No : 0757030831100016

SDT SPACE AND DEFENSE TECHNOLOGIES INC. 2023 ORDINARY GENERAL ASSEMBLY MEETING AGENDA

AGENDA

    1. Opening of the Meeting and Election of the Meeting Presidium; Authorization of the Meeting Presidium to Sign the Minutes of the General Assembly Meeting
    1. Reading, Discussion, and Approval of the Annual Report for 2023 Prepared by the Company's Board of Directors
    1. Review and Discussion of the Summary of the Independent Audit Report for Fiscal Year 2023
    1. Reading, Discussion, and Approval of the Financial Statements for Fiscal Year 2023
    1. Consideration of the Release of Board of Directors Members for their Activities in 2023
    1. Discussion and Decision on the Proposal of the Board of Directors Regarding Dividend Distribution: Acceptance, Acceptance with Amendments, or Rejection
    1. Information and Approval of Shareholders Regarding Payments Made to Members of the Board of Directors and Senior Executives in Accordance with Corporate Governance Principles
    1. Determination of Attendance Fees for Members of the Board of Directors
    1. Approval of the Selection of the Independent Audit Agency, as Per the Decision of the Board of Directors Dated 06.05.2024, and Announcement on the Public Disclosure Platform (PDP) on 06.05.2024, in Compliance with Turkish Commercial Code and Capital Markets Board Regulations
    1. Information to Shareholders About Donations Made by the Company in 2023 and Setting an Upper Limit for Donations to be Made in 2024
    1. Disclosure to the General Assembly Regarding Guarantees, Pledges, and Mortgages Provided by the Company to Third Parties, and Any Income or Benefits Received by the Company
    1. Granting Permissions Specified in Articles 395 (Prohibition of Transactions with the Company) and 396 (Prohibition of Competition) of the Turkish Commercial Code in Relation to Board of Directors Members
    1. Information to the General Assembly on Transactions Conducted by Shareholders who Control Management, Board of Directors Members, Managers with Administrative Responsibility, and their Spouses and Relatives up to Second Degree, in Accordance with Corporate Governance Principles Stated in the Annex of the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board
    1. Sharing of Wishes and Opinions

POWER OF ATTORNEY SDT SPACE AND DEFENSE TECHNOLOGIES INC.

I, hereby appoint ………………………………., whose details are provided below, as my proxy to represent me, vote on my behalf, make proposals, and sign necessary documents in line with the views I have expressed below at the 2023 Ordinary General Assembly Meeting of SDT UZAY VE SAVUNMA TEKNOLOJİLERİ ANONİM ŞİRKETİ, scheduled to be held on Thursday, 30/05/2024, at 10:00 at Bilkent Otel ve Konferens Merkezi, Üniversiteler Mah. İhsan Doğramacı Bulvarı No: 6, Bilkent / Çankaya / ANKARA.

Proxy (*) :
Name Surname/Title of Trade :
TR Identity No/Tax No :
TR Identity Number or Tax Number :
Trade Registry and Number :
MERSIS No :

(*) For foreign proxies, it is mandatory to provide the equivalent information of the aforementioned details, if applicable.

A) SCOPE OF THE AUTHORIZATION OF REPRESENTATION

The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.

  1. About the Issues on the Agenda of the General Assembly;

a) The proxy is authorized to vote in line with his/her own opinion.

b) The proxy is authorized to vote in line with the recommendations of the Company management.

c) The proxy is authorized to vote in accordance with the instructions specified in the table below

Instructions:

Should the shareholder opt for option (c), directions pertinent to the agenda item must be provided by indicating either "acceptance" or "rejection" across from the corresponding item on the general assembly agenda. In the event that the rejection option is chosen, any dissenting opinion to be included in the minutes of the general assembly meeting should be clearly stated.

AGENDA Accepted Rejected Dissenting
Opposition
1. Opening of the Meeting and Election of the
Meeting Presidium; Authorization of the Meeting
Presidium to Sign the Minutes of the General
Assembly Meeting
2. Reading, Discussion, and Approval of the Annual
Report for 2023 Prepared by the Company's Board of
Directors
3. Review and Discussion of the Summary of the
Independent Audit Report for Fiscal Year 2023
4. Reading, Discussion, and Approval of the Financial
Statements for Fiscal Year 2023
5.Consideration of the Release of Board of Directors
Members for their Activities in 2023
6. Discussion and Decision on the Proposal of the
Board of Directors Regarding Dividend Distribution:
Acceptance,
Acceptance
with
Amendments,
or
Rejection
7. Information and Approval of Shareholders
Regarding Payments Made to Members of the Board
of Directors and Senior Executives in Accordance
with Corporate Governance Principles
Determination of Attendance Fees for Members of
the Board of Directors
9. Approval of the Selection of the Independent Audit
Agency, as Per the Decision of the Board of Directors
Dated 06.05.2024, and Announcement on the Public
Disclosure
Platform
(PDP)
on
06.05.2024,
in
Compliance with Turkish Commercial Code and
Capital Markets Board
10. Information to Shareholders About Donations
Made by the Company in 2023 and Setting an Upper
Limit for Donations to be Made in 2024
11. Disclosure to the General Assembly Regarding
Guarantees, Pledges, and Mortgages Provided by
the Company to Third Parties, and Any Income or
Benefits Received by the Company
12. Granting Permissions Specified in Articles 395
(Prohibition of Transactions with the Company) and
396 (Prohibition of Competition) of the Turkish
Commercial Code in Relation to Board of Directors
Members
13.
Information
to
the
General
Assembly
on
Transactions Conducted by Shareholders who Control
Management, Board of Directors Members, Managers
with Administrative Responsibility, and their Spouses
and Relatives up to Second Degree, in Accordance
with Corporate
Governance Principles numbered
(1.3.6) in the annex of the Capital Markets Board's
Corporate Governance Communiqué numbered (II
17.1)
14. Sharing of Wishes and Opinions

(*) The items on the General Assembly agenda are listed individually..

If the minority has a separate draft resolution, this shall also be stated separately to ensure proxy voting.

2. Special instructions on other issues that may arise at the General Assembly meeting and especially on the exercise of minority rights:

a) The proxy is authorized to vote in accordance with his/her own opinion.

b) The proxy is not authorized to represent in these matters.

c) The proxy is authorized to vote in accordance with the following special instructions.

SPECIAL INSTRUCTIONS: Special instructions, if any, to be given by the shareholder to the proxy shall be specified here.

B) The shareholder shall specify the shares he/she wants the proxy to represent by selecting one of the following options.

I approve the representation of my shares detailed below by the proxy.

  • a) Type and series: *
  • b) Number/Group: **
  • c) Number-Nominal value:
  • ç) Whether they have voting privileges:

d) Bearer or registered/holder: *

e) Proportion of total shares/voting rights held by the shareholder:

*This information is not requested for dematerialized shares.

**For dematerialized shares, information regarding the group, if any, will be included instead of the number.

I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by CRA one day before the general assembly date. FULL NAME or TITLE of SHAREHOLDER (*)

TR Identity No/Tax No, Trade Registry and Number, and MERSIS number: Address:

(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.

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