curriculum vitae
Transcription
curriculum vitae
ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. INFORMATIVE DOCUMENT RELATED TO THE 40th ORDINARY GENERAL ASSEMBLY MEETING DATED MARCH 31, 2015 The 40th Ordinary General Assembly Meeting of our Company for the year 2014 shall convene at ASELSAN Akyurt Facility at the address of Çankırı Yolu 7. Km Akyurt, ANKARA, at 14:00 hours, on Tuesday, March 31, 2015 to negotiate the below-mentioned agenda and reach at a decision thereupon. Our shareholders may attend the Ordinary General Assembly Meeting in person or through their representatives physically or electronically. Attendance of our shareholders or their representatives in electronic media is possible with their secure electronic signature. Hence our shareholders who will use Electronic General Meeting System should login to Central Securities Depository Institution (MKK) e-MKK Information Portal, submit their contact information and possess electronic signature. It is not possible to attend the general assembly meeting in electronic media for shareholders or their representatives without logging in the e-MKK Information Portal and having electronic signature. Moreover, those stakeholders or their representatives who want to attend General Assembly Meetings in the electronic environment must fulfill their liabilities in accordance with “Regulation Regarding Participation to General Assembly Meetings of Joint Stock Companies on Electronic Medium” published on 28/08/2012 in the Official Gazette numbered 28395 and “Communiqué on the Electronic General Assembly Meeting System Used in General Assembly Meetings of Joint Stock Companies” published on 29/08/2012 in the Official Gazette numbered 28396. Our shareholders, who will not be able to attend the meeting in person are required to arrange their proxies in accordance with the specimen below or access the power of attorney template at the Company headquarters and our web site at www.aselsan.com.tr, fulfill the requirements set forth in Capital Markets Board’s “Communiqué on Proxy Voting and Gathering Proxy by Call (II-30.1)” and submit their signed and notary approved power of attorney. Stakeholders to deposit the shares which are tracked through registration must issue a “Representation Document Related to Deposited Shares” and an “Instruction Notification Form” examples of which are attached to the Regulation by acting in accordance with the provisions of “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade Attending Such Meetings” published in the Official Gazette dated 28/11/2012 and numbered 28481. The reports of the Board of Directors, Independent Audit Company Report, Financial Tables, Board of Directors Report with Corporate Governance Principles Compliance Report for year 2014 and Amendments to the Articles of Association will be made available for review by the shareholders at the Company headquarters and our web site at www.aselsan.com.tr 3 weeks prior to the meeting. In accordance with the arrangements set forth by Capital Markets Board, the documents of the General Assembly Meeting with the documents mentioned above will be available at Public Disclosure Platform (KAP) and our web site at www.aselsan.com.tr. It is duly submitted to inform our Esteemed Shareholders. Kind Regards, BOARD OF DIRECTORS 1 / 11 AGENDA OF 40TH ANNUAL ORDINARY GENERAL ASSEMBLY MEETING 1) Opening, moment of silence and appointment of the Presidential Board. 2) Approval of the appointments for the opening Board of Directors’ memberships made by the Board of Directors in 2014 in accordance with 1st paragraph of article 363 of Turkish Commercial Law. 3) Reading and discussion of 2014 Annual Report prepared by Board of Directors. 4) Reading the report of the independent external auditing institution. 5) Reading, discussion and approval of financial tables. 6) Reaching resolution on the acquittal of the members of Board of Directors on operations and accounts of the company for 2014. 7) Determination of the way to utilize the profit for 2014 and the dividend payout ratio. 8) Election of the members of the Board of Directors and the independent members of the Board of Directors and the determination of their duty term. 9) Determination of the remuneration of the members of the Board of Directors. 10) Approval of the independent external auditing institution decided by the Board of Directors, in accordance with the regulations of Capital Markets Board. 11) Submitting information on donations made, guarantee, pledge, mortgage and warranties given on behalf of the third parties and revenue and benefits acquired in 2014. 12) Reaching resolution on the upper limit of the donation and aids to be made in 2015. 13) Submitting information on the subject that shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree may conduct a transaction with the corporation or subsidiaries thereof which may cause a conflict of interest and compete with them. 14) Wishes and recommendations. 2 / 11 POWER OF ATTORNEY ASELSAN ELEKTRONİK SANAYİ VE TİCARET A.Ş. I hereby appoint _______________________ as my attorney in order to represent me, to vote, to make proposals and to sign the required documents in the 40th Ordinary General Meeting of ASELSAN Electronics Industries Inc. to be held on March 31, 2015, Tuesday, at 14:00 at ASELSAN Akyurt Facility at Çankırı Yolu 7. Km Akyurt, Ankara. Of the Attorney(*); Name Surname/Commercial Title: TC Identification No/Tax No, Trade Register and No, MERSİS No (*)For foreign attorneys, if exist, the corresponding information must be submitted. A) Scope of the Representative Power For sections 1 and 2 given below, the scope of the representative power should be determined by choosing one of the options (a), (b) or (c). 1. About the Subjects of General Assembly Agenda; a) The attorney is authorized to vote according to his/her opinion. b) The attorney is authorized to vote on proposals of the company management. c) The attorney is authorized to vote in accordance with the instructions given below in table. Instructions: If the shareholder chooses option (c); the directives for each item of the agenda are given by choosing among the given alternatives (accept or reject) for the related item and if the alternative “reject” is chosen, the dissenting opinion shall be stated which should be written in -if exists- the minutes of general assembly. Agenda Items (*) Accept Reject Dissenting Opinion 1) 2) 3) (*) Every each item of the agenda is listed in order. If the minority has a separate draft resolution, this will be stated additionally for/by assuring proxy voting. 2. Special instruction regarding the other subjects that may come up at the General Assembly Meeting and especially regarding the use of minority rights; a) The attorney is authorized to vote according to his/her opinion. b) The attorney does not have the power of representation on these issues. c) The attorney is authorized to vote in accordance with special instructions given below. Special Instructions; If exist, the special instructions to be given by the shareholder to the attorney are identified here. 3 / 11 B) Shareholder determines the shares to be represented by the attorney by choosing one of the options below. 1. I approve the representation of shares specified below by the attorney. a) Group: b) Quantity-Nominal Value: c) Has privilege in voting or not: d) The ratio of specified shares to total shares/voting rights owned by the shareholder: 2. I approve the representation of all my shares, which are in the list of attendants prepared by MKK one day prior to the general assembly, by the attorney. Of the Shareholder(*); Name Surname/Commercial Title: TC Identification No./Tax No, Trade Register and No., MERSİS No. Address: Signature: (*) For foreign shareholders, if exist, the corresponding information must be submitted. Note: In case the Power of Attorney Certificate does not bear a notarial attestation, a notarized Signatory Circular of the Principal shall be attached to the Power of Attorney. 4 / 11 EXPLANATIONS IN SCOPE OF CAPITAL MARKETS BOARD REGULATIONS We hereby submit to your attention our notices and explanations to be made as per the Capital Market Law and notifications along with our comments with respect to the General Assembly Agenda topics: 1) Total Number of Shares and Vote Rights Reflecting the Partnership Structure with the Number of Shares Representing the Preferred Share Group and Vote Rights, as of March 6, 2015: GROUP A PERCENTAGE (%) OUR SHAREHOLDERS GROUP A REGISTERED TURKISH ARMED FORCES FOUNDATION 302.727.272,73 LISTED IN BORSA ISTANBUL OTHER SHAREHOLDERS GROUP B REGISTERED GROUP B PERCENTAGE (%) TOTAL CAPITAL SHARE (TL) PROPORTION IN CAPITAL (%) VOTING RIGHTS (pcs) (Each with a 1 Krş nominal value) 100 120.185.539,50 60,92 422.912.812,23 84,58 42.291.281.223,00 0 0 76.509.342,32 38,78 76.509.342,32 15,3 7.650.934.232,30 0 0 577.845,45 0,29 577.845,45 0,12 57.784.544,70 500.000.000 100 50.000.000.000 TOTAL 302.727.272,73 OUR PRIVILEGED SHAREHOLDERS GROUP A REGISTERED TURKISH ARMED FORCES FOUNDATION 302.727.272,73 197.272.727,27 VOTING RIGHTS (pcs) (Each with a 1 Krş nominal value) 30.272.727.273 In our company, the Board of Directors members other than the Independent Board of Directors members elected according to the Capital Markets Board regulations are elected among the Group A privileged shareholders or among the nominees designated by their side. 5 / 11 2) Information regarding administrative and activity Changes that was made in the previous period or will be made in the following periods, which shall have a significant impact on our Company activities or on the activities of our affiliates and subsidiaries and the reasons of these changes: There are no administrative and activity changes that was made in the previous period or will be made in the following periods, which shall have a significant impact on our Company activities or on the activities of our affiliates and dubsidiaries. 3) Information regarding the written requests of the shareholders submitted to Investor Relations Department with respect to adding items to the agenda: There are no such requests. DISCLOSURES WITH RESPECT TO THE AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY MEETING DATED MARCH 31, 2015 1) Opening, moment of silence and appointment of the Presidential Board. Pursuant to the provisions of the Turkish Commercial Code and the provisions of the “Regulation Regarding the Methods and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives who shall Attend These Meetings” which was published by the Ministry of Customs and Trade in the Turkish Republic Official Gazette numbered 28481 and dated 28/11/2012, the Board of Directors elect the Chairman to conduct the meeting and the Vice Chairman, if deemed necessary. The Meeting Chairman forms the Chairmanship by assigning the secretary and, if sees necessary, the vote collector. 2) Approval of the appointments for the opening Board of Directors’ memberships made by the Board of Directors in 2014 in accordance with 1st paragraph of article 363 of Turkish Commercial Code. Our company’s Board of Directors Member Nilüfer ÖZDOĞAN resigned from her duty as on 25/06/2014. At the Board of Directors Meeting held on 25/06/2014 it has been decided that Sedat NAZLIBİLEK shall be elected for the Board of Directors vacant chair left after the resignation and her membership shall be submitted to the approval of the first General Assembly to be held, as per paragraph 1 of article 363 of the Turkish Commercial Code. In the scope of this item of the agenda, the mentioned assignment will be submitted to the approval of the General Assembly. 3) Reading and discussion of 2014 Annual Report prepared by Board of Directors. Pursuant to the provisions of the relevant legislation, the year 2014 Annual Report prepared by the Board of Directors and submitted to the assessment of our shareholders in our Company headquarters and on the Company website www.aselsan.com.tr available for three weeks before the General Assembly meeting, shall be read at the General Assembly and be submitted for the negotiation of our shareholders. 6 / 11 4) Reading the independent external auditing institution report. Pursuant to the provisions of the relevant legislation, the report prepared by the Independent External Audit Company and submitted to the assessment of our shareholders in our Company headquarters and on the Company website www.aselsan.com.tr available for three weeks before the General Assembly meeting, shall be read at the General Assembly. 5) Reading, discussion and approval of financial tables. Financial Statements for the year 2014 which are prepared pursuant to the provisions of the relevant legislation and will be available for three weeks before the General Assembly for our shareholders’ assesment at the Company Headquarters and on the company website www.aselsan.com.tr shall be read at the General Assembly and be submitted to the negotiation and approval of our shareholders. 6) Reaching resolution on the acquittal of the members of Board of Directors on operations and accounts of the company for 2014. Pursuant to the provisions of the relevant legislation, the respective acquittals of our Board of Directors members due to their activities and accounts of the year 2014 shall be submitted to the approval of the General Assembly. 7 / 11 7) Determination of the way to utilize the profit for 2014 and the dividend payout ratio. The below profit distribution proposal for the year 2014 made by our Board of Directors shall be submitted to the approval of the General Assembly. Profit Distribution Proposal ASELSAN A.Ş. ELEKTRONİK SANAYİ VE TİCARET A.Ş. 2014 PROFIT DISTRIBUTION TABLE (TL) 1- Issued Capital 2- First Legal Reserve (According to Legal Records) Information regarding the privileges on profit distribution as per the Company Articles of Association, if there are any According to Capital Markets Board 3- Profit for the Period 4- Taxes Payable (-) 5- NET PROFIT FOR THE PERIOD (=) 6- Accumulated Loss (-) 7- First Legal Reserve (-) 8- NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) 9- Donations Made throughout the Year (+) 10- Net Distributable profit for the period, donations included 11- First Dividend to Shareholders - Cash - Non paid-up share - Total 500.000.000,00 72.087.783,90 There are no privileges. According to the Legal Records 350.094.919,00 184.598.383,00 0 0 350.094.919,00 184.598.383,00 0 0 9.229.919,15 9.229.919,15 340.864.999,85 175.368.463,85 200,00 340.865.199,85 25.000.000,00 25.000.000,00 25.000.000,00 25.000.000,00 0 0 25.000.000,00 25.000.000,00 12- Dividends distributed to Preferred Shareholders 13- Dividends distributed to; 0 0 0 0 - Members of the Board of Directors 0 0 - Employees 0 0 - Others than Shareholders 0 0 0 0 0 0 0 315.864.999,85 0 0 0 0 0 0 150.368.463,85 0 14- Dividends distributed to Holders of Usufruct Right Certificates 151617181920- Second Dividend to Shareholders First Legal Reserve Statutory Reserve Special Reserve EXTRAORDINARY RESERVE Other resources to be distributed As presented in the table above, of the net profit after the taxes and legal liabilities to be paid are deducted from the profit of period that is generated by our company from its 2014 activities; - In accordance with Article 519/(1) of the Turkish Commercial Code, General Legal Reserves amounting to TL 9.229.919,15 is going to be allocated, - Net distributable profit to the shareholders for the period, calculated in the framework of the profit distribution regulations and decisions of the Capital Markets Board is proposed as: Gross 8 / 11 profit, TL 25.000.000 (TL 0,05 per share of TL 1 and 5% on the basis of the capital) (net profit TL 21.250.000 – TL 0,0425 per share of TL 1 and 4,25% on the basis of the capital) as in the form of cash, - The remaining profit is going to be allocated as Extraordinary Legal Reserves, and distribution of the dividends to the shareholders are planned to be distributed as of May 29, 2015. Yours Faithfully, Board of Directors 8) Election of the members of the Board of Directors and the independent members of the Board of Directors and the determination of their duty term. An election shall be made by the General Assembly for the substitution of the real person Board of Directors members Hasan CANPOLAT, Murat ÜÇÜNCÜ, Ahmet Can ÇEVİK, Ahmet KESİK, Mustafa Murat ŞEKER and Sedat NAZLIBİLEK, whose terms of duty have expired, within the nominees proposed by Turkish Armed Forces Foundation who owns Group A privileged shares with Board of Directors nomination privileges according to the Company’s Articles of Association. Also, an election shall be made by the General Assembly as well for the substitution of the Independent Board of Directors members Oral ERDOĞAN, Ziya AKBAŞ ve Celalettin DÖVER, whose terms of duty have expired. Nominee List for the Independent Board of Directors Members: 1. Ziya AKBAŞ 2. Nazım ALTINTAŞ 3. Hüseyin ARSLAN 4. Beşir Fatih DOĞAN 5. Celalettin DÖVER 6. Oral ERDOĞAN 7. Osman EROĞUL 8. Ziya Burhanettin GÜVENÇ 9. Bekir KAZANDIR 10. Metin TAŞ 11. Metin YEREBAKAN The CVs of nominees for Independent Board of Directors memberships are presented in Annex. 9 / 11 9) Determination of the remuneration of the members of the Board of Directors. The proposals submitted by the shareholders in this respect shall be put to vote in the General Assembly and the monthly net remunerations payable to the Board of Directors members starting from April 2015 until the Ordinary General Assembly Meeting in 2016 at which the year 2015 activities shall be determined. 10) Approval of the independent external auditing institution decided by the Board of Directors, in accordance with the regulations of Capital Markets Board. Our Board of Directors, in line with the opinions of the Audit Committee and pursuant to the regulations of Capital Markets Board have decided that Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.S. (KPMG) shall be chosen to realize our Company’s audit process for the 2014 activity year and this decision shall be submitted to the approval of the General Assembly. 11) Submitting information on donations made, guarantee, pledge, mortgage and warranties given on behalf of the third parties and revenue and benefits acquired in 2014. It shall be submitted to our shareholders’ information at the General Assembly that TL 200,- worth of donation was made by our Company and its subsidiaries in 2014. It shall be submitted at the General Assembly for our shareholders’ information that there are neither no guarantees, pledges, mortgages and warranties granted in favor of third parties nor any revenues or benefits acquired in 2014. 12) Reaching resolution on the upper limit of the donation and aids to be made in 2015. The proposals that shall be given by the shareholders regarding the upper limit of the donation and aids to be made in 2015, shall be read and put to vote at the General Assembly. 13) Submitting information on the subject that shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree may conduct a transaction with the corporation or subsidiaries thereof which may cause a conflict of interest and compete with them. It shall be submitted to our shareholders’ information at the General Assembly that there is no authorization regarding the subject that shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree may conduct a transaction with the corporation or subsidiaries thereof which may cause a conflict of interest and compete with them. 14) Wishes and recommendations. 10 / 11 ANNEX NOMINEE LIST FOR THE INDEPENDENT BOARD OF DIRECTORS MEMBERS 1. Ziya AKBAŞ 2. Nazım ALTINTAŞ 3. Hüseyin ARSLAN 4. Beşir Fatih DOĞAN 5. Celalettin DÖVER 6. Oral ERDOĞAN 7. Osman EROĞUL 8. Ziya Burhanettin GÜVENÇ 9. Bekir KAZANDIR 10. Metin TAŞ 11. Metin YEREBAKAN The CV’s and Independence Statements of the nominees are given below. 11 / 11 CURRICULUM VITAE ZİYA AKBAŞ Ceyhun Atif Kansu Cad. 1379 Sok. No: 15/9 Balgat / ANKARA Work: (312) 284 85 85 Gsm: (532) 691 69 71 E-mail: [email protected] Marital Status: Married with three children EDUCATIONAL STATUS 1982 – 1987 : Erciyes University, Faculty of Economics and Administrative Science, Department of Business (Including English Preparation School) – Bachelor’s Degree FOREIGN LANGUAGE English : Intermediate WORK EXPERIENCE 1997 – ... : - Independent Accountant and Financial Advisor - Turkish Patent Institute – Brand Representative - Public Supervision Institute – Independent Auditor 2014 – … : ASELSAN Elektronik Sanayi ve Ticaret A.Ş. – Independent Member of Board of Directors 2010 – 2012 : Güneydoğu Dicle Electric Distribution Inc. Member of the Board of Supervisors (End of duty term) 2006 – 2009 : Ministry of Energy TEDAS – Çamlıbel Electric Distribution Inc. Member of the Board of Supervisors (End of duty term) 2003 – 2005 : Directorate of Privatisation Administration – Sümer Holding Inc. Member of the Board of Supervisors (End of duty term) 1991 – 1997 : GİMA T.A.Ş. 1) Accountant, 2) Regional Chief Accountant, 3) Regional Manager 1988 – 1991 : Military Service (Reserve Officer) 1982 – 1988 : Bayındır Construction – Accounting Supervisor OFFICIAL MEDIATION : R.T. Ministry of Labour Social and Security – Official Mediator 2000 - ... EXPERTISE : TURMOB – Expertise on Author’s Rights and Financial Matters 2000 - ... MEMBERSHIPS Orienteering Federation (Member of the Board of Supervisors) 2013 - ... Member of Ankara Sports Club 1999 - ... Honorary Membership of Eurasia Writers Union 2010 - ... TRAINING and SEMINARS - R.T. Ministry of Transportation – Training of Short Haul Captainship - R.T. Ministry of Transportation – Training of Wireless Operating - TURMOB Education Seminar of Expertise March / 2000 - Turkish External Trade Foundation – Training Program of Basic Level International and Entrepreneurship October / 2003 - TURMOB SME - Training of Turkey Financial Reporting Standards, Training of Turkish Commercial Code and Practice, Training of Independent Audit May / 2012 - Gazi University - Training of Audit, Accounting Standards, Corporate Governance Principals and Financial Managing, Capital Market, Banking, Insuring and Private Pension Regulation-June /2013 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, LIEUTENANT GENERAL (RET.) NAZIM ALTINTAŞ Born in 1955 in Balya/Balıkesir, Lieutenant General (ret.) Nazım Altıntaş began his career in Turkish Military Forces in 1975 as an Infantry Officer following his graduation from Kuleli Military High School and Turkish Military Academy. He was assigned as a team, company, battalion and regiment commander respectively and as a headquarters officer in both domestic and overseas headquarters. He held office as Brigadier General between 2001 and 2003 in the Third Commando Brigade Command located in Siirt province and as Chief of Staff of the Third Army Corps (NATO Response Force) between 2003 and 2005 in Istanbul. Following his promotion to Major General, he acted as General Plans and Policies Division between 2005 and 2007 and as Military School Commandant in the Infantry School in Tuzla/İstanbul. As Lieutenant General, he acted as Commander of Gendarme Command of Public Security Corps in Van between years 2009 and 2011 and as Commander of Army Corps in the Fifth Army Corps in Çorlu before retiring in 2013. Internationally, he was commissioned as Foreign Liaison Officer in Training and Doctrine Command/Kansas/USA from 1992 to 1994; and as Chief of Staff of NATO Forces (ISAF VII) in Afghanistan in 2005. Following his graduation from Turkish Military School, he received additional training in Turkish Military Academy and Military Forces Academy and an additional training year in British Staff College in 1989. He received a course of six months on Defence Economics and Strategic Researches in 1997 in Germany. He also received his master's degree in Business Management from Webster University as he was commissioned in the USA. In addition to his military training and educational proficiencies, he is also knowledgeable and experienced in military politics, project management, acquisition and modernisation of weapons and equipments of war and also in counter terrorism. He also has articles on various topics, published in Military Journals. Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Nazım ALTINTAŞ CURRICULUM VITAE Photograph Personal Information Name / Surname Hüseyin Arslan Nationality Turkish Citizen Date of Birth October 20th 1968 Gender Male Research / Work Experience Institute / Company name Position Term İstanbul Medipol University Professor and Dean of Engineering Faculty From December 2013 to date Southern Florida University, Florida, USA Instructor From August 2002 to December 2013 Reason for leaving: Returning to Turkey Ericsson Research, RTP, NC, USA Research Engineer From January 1998 to August 2002 Reason for leaving: Job change and beginning academic career Anritsu Company, Morgan Hill, CA, USA Guest Researcher 2005 and 2006 summer terms (for 3 months each year) TÜBİTAK - UEKAE, Gebze Guest Researcher (sabbatical term) From June 2010 to July 2011 Academic Profile and Scholarships University Faculty Degree Year Southern Methodist University, Dallas, Texas Electric and Electronic Doctorate 1998 Southern Methodist University, Dallas, Texas Electric and Electronic Master's degree 1994 Middle East Technical University, Ankara, Turkey Electric and Electronic Bachelor's degree 1992 Personal skills and proficiencies Foreign languages Understanding English Scholarships and Awards Speaking Writing Test score if applicable (TOEFL, KPSS, etc.) advanced advanced advanced Award for best article - 2014, IEEE Communications Society, UNITED STATES of AMERICA Ericsson Inventor of the Year Award, 1999, Ericsson, UNITED STATES of AMERICA USF presidential young faculty award, 2003, University of South Florida, UNITED STATES of AMERICA USF New Researchers Award, 2003, University of South Florida, UNITED STATES of AMERICA Best paper award, 2009, IEEE Cognitive Radio Oriented Wireless Networks and Communication Conference, UNITED STATES of AMERICA Outstanding Research Achievement Award, 2011, University of South Florida, UNITED STATES of AMERICA Excellence in Innovation Award from USF, 2011, University of South Florida, UNITED STATES of AMERICA Innovative Teaching Grant, 2004, University of South Florida, UNITED STATES of AMERICA Best of R&D Track, 2013, SDR-WinnComm 2013, UNITED STATES of AMERICA Full scholarship for overseas education (MS and PhD), 1993, GENERAL DIRECTORATE OF HIGHER EDUCATION Information on Publications Journals with SCI, ISI Index over 75 Journals with other indexes / Peer reviewed Journals Indexed / Peer reviewed conference publications over 150 Other Publications 42 patents (30 issued, 12 pending); 22 book parts Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Hüseyin ARSLAN CURRICULUM VITAE Name Surname : Beşir Fatih DOĞAN Title : Associate Professor Date of Birth : 08.27.1973 EDUCATION: Degree Department / Program High School University Year Ankara Atatük Anadolu High School 1984 - 1991 Bachelor's Degree Law Ankara University 1991 - 1995 Master's Degree Trade Law Gazi University Institute of Social 1996 - 1998 Sciences Language Course German Karl Duisberg Center 1998 - 1999 Doctorate Law Köln University Faculty of Law 1999 - 2004 Research Law University of Central Florida 2003 - 2004 Research Law Zurich University Faculty of Law 2009 Research Energy Law Köln University Institute of Energy 2010 Law DUTIES PERFORMED: Title Place of Work Year Reason for Leaving Lecturer Rectorate of Kırıkkale University 1996 1997 Transition to Gazi University Research Assistant Gazi University Faculty of Law 1997 1998 Overseas scholarship for doctorate Doctorate Köln University Faculty of Law 1999 2004 1999 - 2004 Assistant Professor Kırıkkale University Faculty of Law 2004 2012 Transition to Turkish German University Deputy Dean Kırıkkale University Faculty of Law 2006 2007 Mandatory Military Service Advisor Energy Market Regulatory Board 2008 2013 End of temporary occupation Associate Professor Turkish German University Faculty of Law 2012 2014 Transition to Hacettepe University Associate Professor Hacettepe University Faculty of Law 2014 - 2014 - FOREIGN LANGUAGES: German English WORKS I. Books 1. İstisna Sözleşmesinde Cezai Şart Ediniminin Talebi, Ankara 1998 (Published Master's Degree Thesis) 2. Der Erwerb eigeneer Aktien im deutschen und türkischen Recht im Hinblick auf europaeisches Recht, Hamburg 2004 (Acquisition of Shares by Share Companies According to Turkish, German and European Union Laws) (Doctorate Thesis) 3. Anonim Şirket Yönetim Kurulunun Organizasyonu ve Yönetim Yetkisinin Devri, İstanbul 2010. (Doctorate Thesis). II. Articles A- Articles on Trade Law and Capital Market Law 1. Die Bemessung und Überprüfung von Geldbussen im europaeischen Kartellrecht, (), Dedicated to Prof. Dr. Hayri Domaniç for his 80th Birthday, Volume II, Istanbul 2001, p. 1211 - 1242. 2. Anonim Şirketlerde Sermaye Payını Geri Ödeme Yasağı, Journal of Union of Turkish Bar Associations, Y. 18 (January - February 2005), i. 56, p.48 - 60. 3. Avrupa Birliği Şirketler Hukukunda Modernizasyon Çalışmaları, Journal of Ankara European Studies, Spring 2008, v. 7, i.2, p. 1-12. 4. 5941 Sayılı Çek Kanununa Göre Yeni Çek Türleri, İnönü University Journal of Faculty of Law, Malatya, 2010, p. 1-16. 5. Anonim Şirketlerin Kendi Paylarını İktisabının Fayda ve Zararları, Dedicated to Prof. Dr. Fikret Eren, Ankara 2006, p. 449, 478. B- Articles on Energy Law 1. TEİAŞ'ın Uyguladığı Cezaların Hukuki Niteliği ve Hukuka Uygunluğu, İnönü University Journal of Faculty of Law, October 2013. 2. Elektrik Piyasasında Tüketicilerden Kayıp Kaçak Bedeli Alınmasının Hukuka Uygunluğu ve Tüketici Sorunları Hakem Heyetinin Bu Konuda Görevli Olup Olmadığı, Journal of Energy, Market and Regulation, October 2013. 3. Elektrik Piyasasında TRT Payının Ödenmesi Konusundaki Hukuki Gelişmeler. Energy, Inönü University Journal of Faculty of Law, October 2013. 4. Petrol ve LPG Piyasasında Asgari Mesafe Sorunu ve Lisans Devri, Journal of Global Enerji, January 2010/1, p. 65, p. 54-57, February 2010/2, i. 66, p. 52-56. 5. Rüzgar Enerjisine Dayalı Üretim Tesisi Kurmak Üzere Yapılan Lisans Başvurularında TEİAŞ'ın Bağlantılı Görüşleri ve EPDK Uygulaması, Green Power, 2011. 6. Elektrik Piyasasında Dağıtım ve Perakende Satış Faaliyetlerinin Ayrıştırılmasında Ortaya Çıkan Hukuki Sorunlar I, Gas & Power, 2012. 7. Akaryakıt Dağıtım Şirketlerinin Bayilerinde Denetim Sistemini Kurmaması Durumunda Uygulanacak Yaptırım, Journal of Energy, Petrol, Gas, Year 45, p. 451 8. Mevcut LPG veya Akaryakıt Bayilerinin Asgari Mesafe Sınırlamasına Tabi Olmaksızın LPG veya Akaryakıt Lisansı Alabilmesi, Journal of Energy, Petrol, Gas, Year 45, p. 452 9. Yenilenebilir Enerji Kanununda Değişiklik Öngören Kanun Tasarısının Getirdiği Yenilikler - Güneş Enerjisinden Üretilen Elektrik Enerjisine Getirilen Alım Garantisi, Journal of Energy and Environment, May - June 2009, p. 70, p. 68-77. 10. Enerji Piyasası Düzenleme Kurumunun Verdiği Para Cezalarının Uygulanması Sorunu Üzerine (with Associate Professor Ramazan Çağlayan) Dedicated to Prof. Dr. Atilla Özer, Gazi University Journal of Faculty of Law, V. XII, June - December 2008, i. 1-2, p. 565-584. C- Articles on Intellectual Property Law 1. Soyut Renklerin Marka Olarak Tescil Edilebilirliği, Journal of Ankara Bar Intellectual Property and Competition Law, Y. 5 (2005), V. 5, i. 4, p. 37 - 64. 2. Türk, Alman ve Avrupa Birliği Hukukuna Göre Marka Olamayacak İşaretlerin Kullanım Sonucu Ayırt Edici Nitelik Kazanarak Tescil Edilebilirliği Sorunu, Journal of Ankara Bar Intellectual Property and Competition Law, Y. 6 (2006), V. 6, i. 3, p. 1542. 3. Marka Hukukunda Kullanım Sonucu Ayırt Edici Nitelik Kazanma, Journal of Banking and Trade Laws, June 2007, V. XXIV, i. 1, p. 219 - 238. 4. Marka Hukukunda Kullanım Sonucu Ayırt Edici Gücün Kazanılma Anı, Journal of Ankara Bar Intellectual Property and Competition Law, Y. 8 (2008), V. 8, i. 4, p. 1122. 5. Perakende Satış Hizmeti (35.08) İçin Marka Tescilinde Ortaya Çıkan Sorunlar ve Çözüm Önerileri, Journal of Ankara Bar Intellectual Property and Competition Law, Y. 9 (2009), V. 9, i. 1, p. 11-32. 6. Bir İşaretin Marka Olma Niteliğine Sahip Olmasının Şartları, Journal Yaklaşım, y. 13, April 2005, i. 148, p. 235 - 239. 7. Vasıf Bildiren Yabancı Kelimelerin Türk Hukukuna Göre Marka Olarak Korunması, Dedicated to Prof. Dr. Fırat Öztan, Ankara 2010, V. I, p. 761-772. III- Papers 1. Yeni Elektrik Piyasası Lisans Yönetmeliği'nin Getirdiği Yenilikler ve Eleştirel Bakış, EİF 2013, November 2013 Ankara. 2. Şirketler Topluluğu Hukukunun Elektrik Piyasasında Dağıtım ve Perakende Satış Faaliyetlerinin Ayrıştırılmasına Etkisi, Ayrıştırmanın Geleceği, Ankara 01.04.2013. 3. Sistem Kullanım Anlaşması ve Reaktif, Fider Açma, Güç Aşım Cezaları ve Uygulamada Ortaya Çıkan Sorunlar, Trabzon 07.06.2013. 4. Yeni Elektrik Piyasası Kanunun Organize Sanayi Bölgeleri İçin Getirdiği Yenilikler, OIZ Academy, Electric Market Training, Ankara 11.04.2013, 18.11.2012. 5. Organize Sanayi Bölgelerinin Elektrik ve Doğalgaz Piyasası Hukukuna İlişkin Güncel Sorunları, Kayseri Organized Industrial Zone, VI. OSB Energy Summit, 23.11.2012. 6. Türk, Alman ve Avrupa Birliği Hukukuna Göre Marka Olamayacak İşaretlerin Kullanım Sonucu Ayırt Edici Nitelik Kazanarak Tescil Edilebilirliği Sorunu, İstanbul Trade University Symposium of Intellectual Property Law, May 2005. 7. Marka Hukukunda Hükümsüzlük Nedenleri, Adalet Akademisi Hakim Eğitim Programı, İstanbul 14.06.2013. 8. Anonim Şirketlerde Yönetim Görev ve Yetkisinin Devri, Marmara Üniversitesi Faculty of Law, "6102 Sayılı Yeni Türk Ticaret Kanunu'nu Beklerken", May 10-12 2012 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Beşir Fatih DOĞAN CURRICULUM VITAE CELALETTİN DÖVER PERSONAL INFORMATION Name, Surname : Celalettin DÖVER Date of Birth : 28/02/1964 Foreign Language : English Marital Status : Married, with three children Address : Nisbetiye Mah. Engin Sit. Evim Apt. No: 6 Daire: 13 Levent – ISTANBUL Telephone : (212) 309 95 10 (507) 594 12 44 E-mail : [email protected] EDUCATIONAL STATUS 1986 : Ankara University Faculty of Political Science Department of Economics WORK EXPERIENCE 2014 – … : Member of Board of Directors ASELSAN Inc. 2012 – 2015 : CEO Advisor Turkish Telecommunications Inc. Alongside of financial and legal fields, he consults for CEO in terms of investment decisions and subsidiary management. 2010 – 2012 : General Coordinator and Vice President of the Executive Board Toprak Holding Inc. He contributed to the reorganization and arise of the group when its administration was retained by Saving Deposit Insurance Fund during which its production has stopped. He efficiently recruited the pharmaceutical plant, ceramic, sanitary pad, iron casting, acrylic, oil and feed plants again and he reactivated the hotel management and tourism activities. 2007 – 2010 : President of Business Development and Strategic Planning Arıkanlı Holding Inc. He worked at the fields of business development, acquisitions and new investment areas in the corporate group which is active at industry, education, cargo – logistics and energy. 2006 – 2007 : Advisor of President of the Executive Board Arıkanlı Holding Inc. He provided consultancy service for the president of the executive board in the corporate group which are active at industry, education, cargo – logistics and energy. 2005 – 2006 : General Director Erdemir Logistics Inc. The field of activity of the company is to provide the logistics demands of the Erdemir Group companies and the other companies, is to supply the row materials and is to make the harbour management and the ship management. 2002 – 2005 : Vice General Director Isdemir Inc. He word as a vice general director which is responsible for the financial and administrative affairs of Isdemir that is the second largest integrated iron and steel plant of Turkey, he worked at the committee which carried out the conversion investments of the flat product of the facility. 1999 – 2002 : General Director Prolemn S.A. He managed a company which was purchase by a Turkish investment group from the Romania Privatisation Administration and is active for in the field of forest products. He finished two investments about the plyboard and the mdf door plant during the two years that he worked for the company. 1997 – 1999 : Principal Consultant of Prime Minister He studied on the exercising of powers of the Prime Minister resultant Privatisation Code 4046 and he coordinated the privatisation activites. 1995 – 1997 : Vice General Director Petrol Ofisi Inc. He managed the fuel refuelling and the marketing, the external trade units with the producing and the marketing of the mineral oil and the privatisation studies of the company which its annual return is over the 5 million dollars. 1992 – 1995 : Department Head of Financing Petrol Ofisi Inc. He carried out the accounting and fund management of the Petrol Ofisi and the relationships between the partners and the other public institutions. He took part in the privatisation activities of the company and at the meetings as a representative of the company, which were held with the Privatisation Administration, consulting firms and potential buyers. 1986 – 1992 : Specialist Directorate of Privatisation Administration He took part in the privatisation studies of the feed plants, Turban, Petkim, Tupras, Petrol Ofisi, Petlas and Ipragaz Inc. and in the activities about the regulation of the oil sector. REPRESENTATION AND MEMBERSHIPS 1989 – 1990 : Çaybank Member of the Board 1990 – 1991 : Çamsan Inc. Member of the Board 1990 – 1991 : Petlas Inc. Auditor 1991 – 1992 : MAT Motor Vehicles T.A.S. Member of the Board 1991 – 1992 : Koytas Inc. Chairman of the Executive Board 1995 – 1997 : Belpet Inc. Member of the Board 1999 – 2002 : SC Prolemn SA (Romania) Member of the Board 2005 – 2006 : Erdemir Logistics Inc. Member of the Board 2006 – 2010 : ArıEn Inc. and ArıTelekom Inc. Member of the Board 2010 – 2012 : Toprak Holding Inc. and Vice President of the Executive Board of the 23 group companies Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Celalettin DÖVER CURRICULUM VITAE ORAL ERDOĞAN PERSONAL INFORMATION NATIONALITY : R.T. BIRTH OF PLACE : ANTALYA BIRTH OF DATE : 1969 MARITAL STATUS : MARRIED EDUCATION DOCTOR’S DEGREE : I.T.U, MANAGEMENT ENGINEERING MASTER DEGREE : I.T.U, MANAGEMENT ENGINEERING GRADUATION : I.T.U, SHIP BUILDING AND SHIP MACHINES ENGINEERING OTHER INFORMATIONS : TITLE OF ASSOCIATE PROFESSORSHIP: ACCOUNTING AND FINANCING DISCIPLINE (2000) TITLE OF PROFESSORSHIP: FINANCING DISCIPLINE (2005) TITLE OF CERTIFIED COUNCILLORSHIP (2007) FOREIGN LANGUAGE ENGLISH WORK EXPERIENCES (MAIN JOBS) 2014 – 2015 ASELSAN Independent Member of Board of Directors, ASELSAN Elektronik Sanayi ve Ticaret A.Ş. 2014 – … Rector, Piri Reis University 2013 - ... Assistant to Rector, Dean of the Faculty of Economics and Administrative Science, Academic Member, Piri Reis University 2001 – 2013 (July) Academic Member, Faculty of Economics and Administrative Science Department of Business, Istanbul Bilgi University (Reason of Leaving: Passing to another university) o Financing Programs Coordinator o Program Manager, International Finance Post Graduate o Program Manager, Banking and Finance Post Graduate 1994 – 2001 Specialist, Authorised Specialist, Istanbul Stock Exchange Market (Reason of Leaving: After having an associate professorship, passing to the academic field) 1990 – 1994 Principle Engineer, Turkey Maritime Organization WORK EXPERIENCES (OTHER) 2007 – 2013 Advisor to the Minister, Ministry of Transportation, Maritime Affairs and Communications (in the topic of economy and maritime affairs with the employment according to the Law 2547) (Reason of Leaving: Leaving from Bilgi University that the employment was done) 2003 – Chairman Advisor of the Executive Board, Chamber of Shipping 2013 – Advisor, Turkey Ship Building Businessman Union 2007 – 2013 Executive Committee Member, Turkon Holding Inc. 2009 – ... Member of the Board, Istanbul Maritime R&D Publishing and Consultant Inc. 2012 – ... Member of the Board, Turksat Satellite Communication and Cable TV Operating Inc. 2000 - 2002 Caller Academic Member, Koc University 1997 Caller Academic Member, Banking and Insurance Institute, Marmara University 1998 Caller Academic Member, Department of Business, West Georgia University, Atlanta 1997 Academic Member, Department of Business, Yıldız Technical University Memberships Member 2013 The American Finance Association Member 1989 TMMOB The Chamber of Turkish Naval Architects and Marine Engineers Member 2011 2012 The Royal Institution of Naval Architects (RINA) Member 2009 Global Business and Technology Association Member 2012 Financial Management Association Academic Professional Field Base Field : Base Field of Social, Human and Administrative Sciences Science Field : Finance Key Words 1 : Finance Key Words 2 : Financial Derivative Instruments Key Words 3 : Financial Economics Key Words 4 : Maritime Business Management Key Words 5 : European Union – Turkey Relationships Awards National 1989 ISTANBUL TECHNICAL UNIVERSITY Award of the Most Successful Alumni 1992 ISTANBUL TECHICAL UNIVERSITY Championship of Post Graduate Graduation 1996 ISTANBUL TECHNICAL UNIVERSITY The Most Successful Alumni of Doctoral Program PUBLICATIONS The lists of national and international articles, papers and book are available upon request. Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Prof. Dr. Oral ERDOĞAN Professor Dr. Osman EROĞLU Cirriculum Vitae Born in 1960 in Denizli, Prof. Dr. Osman Eroğlu completed his primary, middle and high school education in Eskişehir. He graduated from Turkish Military Academy Department of Electical - Electronics in 1981. He received his master's degree in Electric Elektronic Engineering from Middle East Technical University in 1985. He worked as instructor in Turkish Military Academy from 1985 to 1989. In 1989, he was assigned to Gülhane Military Medical Academy and contributed in the foundation of Biomedical and Clinical Engineering Center, working in this position until 2013. Professor Eroğlu worked as researcher on processing of audio signals in Canada Communications Research Centre (Ottawa) between 1995 and 1997. In 1997, he received his doctorate from Ankara University Department of Electronical Engineering. He received additional training on medical devices in Germany, USA, Holland and Japan. Becoming associate professor in 2002 and professor in 2009, Osman Eroğlu has numerous studies and books written on physiological signal processing, science of sleep, medical technologies management, quality assurance systems, biomedical engineering, audio and video processing; various articles and papers published in domestic and international journals and patents taken. Additionally, he studies on medical design and orthesis, prosthesis and implant production with bio-compatible materials. Having lectured in Turkish Military Academy, Gülhane Military Medical Academy, Ankara University Department of Electronical Engineering and in Başkent University Department of Biomedical Engineering, Osman EROĞLU served as Head of Department of Gülhane Military Medical Academy Biomedical Engineering Centre and as vice president of Gülhane Military Medical Academy Medical Design and Production Centre. Still working as the Manager of TOBB University of Economics and Technology Institute of Physical Sciences and Head of Department in Department of Biomedical Engineering, Professor Osman EROĞLU speaks English, is married and has 2 children. Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, CURRICULUM VITAE Prof. Dr. Ziya Burhanettin Güvenç Personal Information Name and Surname Place of Birth Date of Birth Languages Occupation : Ziya Burhanettin GÜVENÇ : Ankara : February 3rd 1959 : English : Academist Last Graduated From : University of California, Riverside, CA, USA Academic Career Doctorate Associate Professor Professor : University of California, Riverside, CA, USA, November 1989 : Middle East Technical University, October 10th 1996 : Çankaya University, 2001 Administrative Duties Çankaya Uni. Dept. of Electronic and Communication Engineering Founding Chairman…2001 - 2004 Dean of Çankaya University Engineering and Architecture Faculty…………………………2004 - 2006 Rector of Çankaya University……………..……………………November 6th 2006 - October 31st 2014 Projects Projects with Tübitak, Development Agencies, Ministry of Economy, Ministry of Customs and Trade and European Union. Works and Publications Numerous television and radio programs, newspaper and journal interviews on clustering and nano technology Approximately 100 articles published in indexed journals Articles on clustering and nano technology published in various national newspapers and journals International Memberships International Association for Hydrogen Energy (IAHE) Advisory Board Member for Turkey Editorial Board Member of International Journal of Hydrogen Energy I declare that I have no relationship with the joint venture or the parties thereof I declare that I am independent Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, BEKİR KAZANDIR SENIOR ELECTRONICAL ENGINEER PLACE AND DATE OF BIRTH: Erbaa - TOKAT 07.10.1959 BACKGROUND TERM DUTY / POSITION DESCRIPTION 1980 Artillary Lieutenant Turkish Military Academy 1980 - 1985 Bachelor's Degree Master's Degree Faculty of Eng. Electronical Eng. BOĞAZİÇİ UNIVERSITY / İSTANBUL 1985 - 2002 Instructor TMA Training Directorate Technical Sciences Division ELECTRONICAL USA 1995 - 2001 Specialized Board Member - National Defense Industry Turkish Standards Institute (TSE) 2000 (6 months) Trainee and Instructor ENGLAND - On-site Language Course and BES seminars 2001 - 2004 2004 - 2013 Specialized Board Member and Chairman (Resigned due to workload) Turkish Standards Institute (TSE) 2002 - 2008 Technology Management USA Chairman Assigned TMA Defense Sciences Institute ANKARA 2002 - 2008 Liaison to the Land Forces Command DEFTECH Congress in collaboration of METU-TAFSASAD 2005 - 2006 NATO Training Working Group on Electronics - Representative of Turkey NATO - NTG WG IT&ED NATIONAL REPRESENTATIVES 2008 - 2011 Electro-Optical Systems Maintainance Center (EOSMC) Commander (Retired due to lack of staffing) Land Forces Logistics Command Maintainance Division 2012 February July (6 months) Technical Coordinator (Resigned upon agreement due to family considerations) BAYKAR MAKİNA Tactical UAV project İkitelli - ISTANBUL 2012 October 2014 July General Manager (Founder) Resigned due to market reduction DERİN LED Aydınlatma, Electronics and Information Systems Co. AKYURTY ANKARA AREAS OF INTEREST Strategic Technology Management Business incubators and Technology development areas; Structure and management Clustring in defence markets Fire Control Systems and logistical support solutions Performance based logistical support systems Technical and tactical requirements analysis in electro-optical system modernisations Unmanned Night Vision Systems Application Strategies in Counter Terrorism Turret and control systems solutions in tank modernisations LED illumination and inventive luminaire solutions Projects Performed as EOSMC Commander Main Maintanence Center Information Management System installation On-site R&D Application National production of Image Intensifier Tube (UDI-ASELSAN-EOSMC) Thermal Weapon Scope (TWS) (Boa-Piton) joint production (ASELSAN-EOSMC) Gaining know-how on TWS maintainance and repair (ASELSAN-EOSMC) Leopard 2A4 modernisation and Performance Based Logistical Support Repair works and national production of Thermal Camera Coolers Exchange of night vision technologies based on outdated technologies with new systems (EOSMC-ASELSAN) TRAINING AND COURSES GIVEN (TMA DIACONATE + Defence Sciences Institute) Strategic Technology Management Operational Research Telecommunication Linear Control Systems Engineering Mathematics System Science Pascal Programming Language MARITIAL STATUS Married with two children FOREIGN LANGUAGES English PUBLICATIONS Spread spectrum communication system (1985 - Master's Degree Thesis) System Science Text Book - TMA (1992) Text Book on Signals and Systems - TMA (1995) Text Book on Basics of Electrical Engineering - TMA (1996) Computer Aided Education - Report: METU (1999) Electromagnetic Weapons - Report: Underdirectorate of Defence Industries (2000) Mortar Simulator System - Report: USMOS 2007 Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Bekir KAZANDIR PROF. DR. METİN TAŞ PERSONAL INFORMATION Name - Surname METİN TAŞ Place of Birth: Cide (Kastamonu) Date of Birth: 01.01.1965 Maritial Status: Married (2 Children) INFORMATION SPECIFIC TO THE APPLICATION Offices Held in the Last 10 Years and Reasons for Leaving 1- Instructor (Professor) Uludağ University Faculty of Economics and Administrative Sciences Department of Public Finance (2001 - 2007) Transfered upon his own request 2- Instructor (Professor) Gazi University Faculty of Economics and Business Administration - Department of Public Finance (2007 - 2014) Retired upon his own request The Nature and level of importance of his Relationship with the Joint Venture and the Parties Thereof: I declare that I have no relationship with the joint venture and the parties of the joint venture. State of Independence: I declare that I have no relationships with any institution that can be interpreted as dependency. Possible Contributions to Company Operations: Due to my expertise and experience in the field, I have the impression that I can make positive contributions to the company in case I am assigned as an independent board member. EDUCATION INFORMATION Primary School: Cide Cumhuriyet İlkokulu Graduation Date: 1975 Middle School: Cide Ortaokulu Graduation Date: 1978 High School: İnebolu High School (boarding school) University: Bursa University (Uludağ University) Economics and Administrative Sciences Department: Department of Public Finance Graduation Date: 1985 Master's Degree: Uludağ University Institute of Social Sciences Department of Science: Public Finance Graduation Date: 1987 Thesis: Tax Security Measures and Their Effectiveness in Preventing Revenue Losses Doctorate: Uludağ University Institute of Social Sciences Department of Science: Public Finance Graduation Date: 1989 Thesis: Taxation and Subvention Policies in Preventing Environment Pollution: A Model for Turkey ACADEMIC CAREER Research Assistant: Institution: Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 1986 - 1989 Instructor: Institution: Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 1989 - 1991 Assistant Professor: Institution: Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 1991 - 1995 Associate Professor: Institution: Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 1995 - 2001 Professor: Institution: Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 2001 - 2007 Institution: Gazi University Faculty of Economics and Administrative Sciences - Department of Public Finance Years: 2007-2014 Awards: Milliyet Economy Award (1992) Academic Publications: 11 Books on Taxation Law and Legislation Over 100 articles on Taxation Law and Legislation Numerous papers presented in scientific meetings Academic Memberships: Public Finance Semposium Science Commitee (8 years) Peer in journals on publice finance like Maliye Dergisi, Yaklaşım Dergisi and so on Administrative Offices Held: Uludağ University Institute of Social Sciences Assistant Manager (1995 - 1996) Uludağ University Support Foundation General Manager (1997 - 2000) VİPAŞ General Manager (1998 - 1999) Uludağ University Karacabey Vocational High School, Headmaster (2000) Uludağ University Circulating Capital Finance Manager (2000) Uludağ University Faculty of Economics and Administrative Sciences - Department of Public Finance, Dean (2006 - 2007) Gazi University Faculty of Economics and Administrative Sciences Member of SSP Board (2009 - 2013) Gazi University Faculty of Economics and Administrative Sciences Board Member (2010 - 2013) OTHER INFORMATION Professional Activities Still Pursued: CERTIFIED PUBLIC ACCOUNTANT Professional Titles: Certified Public Accountant Independent Auditor Areas of Expertise: Taxation Law and Legislations Tax Criminal Law Taxation Justice Law Interests and Hobbies: - Turkish Classical Music - Turkish Folk Music - Folk dancing - Musical Instruments (amateur player of ud, baglama and guitar) Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, METİN YEREBAKAN 1 2 3 4 Duties performed in the last ten years and reasons for leaving SUMMARY Meyer Certification TURKAK accredited test Services Inc. and certification body, Founder and main partner (90% share holder) 1996 - 2012: Ministry Of Board Member of Transportation, General Directorate Of Maritime Affairs And State Airports Communications Operations (2006 2007) Ministry Of Advisor to the minister Transportation, (Aviation and Space Maritime Affairs And Based Strategic Communications Projects) 2006 - 2012 İstanbul Trade Instructor of Engineering University and Design Faculty 2010 - 2014 TÜBİTAK Turkish Institute Advisor: 2011 Industry Management 2014 And Administration Institute Eurasiasat SAM; Board Member (TURKSAT company) (2011 - To date) ARGEMER Ltd. Şti. Founder and General Manager 2010 - To date The nature and level of importance of his relationship with the joint venture and the parties thereof I transfered all of my shares to Holland based KIWA company. I resigned from Board Membership in 2007 due to increasing workload Resigned to due increasing responsibilities in the University I resigned for I judged my added value to be insufficient I resigned for I judged my added value to be insufficient I am continuing my duties An R&D company focusing on design and construction, I am continuing my duties I have no partnership with any entity other than ARGEMER Ltd. I have no relationship with ASELSAN and/or its affiliates. All of my shares in ARGEMER Ltd. is being transferred to MEYEV foundation. I will have no share in the company upon completion of the transfer. Independence status TURKAK is a company that questions, certifies and monitors independence. I worked in TURKAK sector committee in the name of ITO. I've given training to individuals and companies on independence. I have audited thousands of companies as an independent auditor. 'Eye and ear independence' is an inheritence from my family. Information on similar matters that have I can have no other effect other than the potential to effect ASELSAN operations contributing on ASELSAN operations with an independent eye and ear. I have no activities that can be judged to be dependent. General Information Place of Birth : Ardeşen (Rize) Languages: English 1. Education Status Doctorate : Ege University, Engineering Faculty, 1978, Department of Machinery Design and Construction, Production Methods, İzmir. Master's Degree / Bachelor's Degree : Istanbul Techinical University, Chemistry and Metallurgy Faculty, Department of Metallurgy Engineering 1972, Istanbul. 2. Academic Career March 2013 - August 2010 : Professor, Istanbul Trade University, Engineering and Design Faculty, Department of Jewellery Engineering, Küçükyalı Campus ; Küçükyalı, İstanbul. April 1999 - March 1991 : Professor, Marmara University Technical Education Faculty, Department of Machinery. Machinery Design and Construction Sciences, Göztepe, İstanbul. March 1994 - May 1992 ; Guest Professor, Department of Material Science and Engineering, Massachusetts Institute of Technology, Cambridge, Massachusetts, USA. March 1991 - October 1985 : Associate Professor Dr. Marmara University, Technical Education Faculty, Department of Machinery, Machinery Design and Construction Science, Göztepe, İstanbul. January 1987 - July 1986 ; Guest Professor, Material Processing Center, Massachusetts Institute of Technology, Cambridge, Massachusetts, USA October 1985 - July 1984 : Assistant Professor Dr., Marmara University, Technical Education Faculty, Department of Machinery, Machinery Design and Construction Science, Göztepe, İstanbul. July 1984 - September 1983 : Assistant Professor Dr., Uludağ University, Faculty of Engineering, Department of Machinery Engineering, Bursa September 1983 - February 1982 : Assistant Professor Dr., Dokuzeylül University, Engineering Faculty, Department of Machinery Engineering, Bornova, İzmir February 1982 - June 1978 ; Research Associate, Department of Material Science and Engineering, Massachusetts Institute of Technology, Cambridge, Massachusetts, USA February 1982 - April 1978 ; Instructor, Ege University, Engineering Faculty, Department of Machinery Engineering, Bornova, İzmir April 1978 - January 1975 ; Assistant, Ege University, Engineering Faculty, Department of Machinery Engineering, Bornova, İzmir 3. Academic Experience March 2013 - September 2012: Head of Department. Istanbul Trade University, Engineering Faculty, Department of Jewellery Engineering, Küçükyalı, İstanbul March 2013 - March 2011, Faculty Board Member, İstanbul Trade University, Göztepe, İstanbul July 2014 - September 2012 : TUSSIDE, Turkish Industry Management And Administration Institute, TUBITAK Marmara Campus, Gebze, Kocaeli March 2014 - January 2011 : BAB Member, İstanbul Trade University Rectorate, Eminönü Campus, İstanbul January 2011 - July 2011 : Deputy Rector, Hasan Kalyoncu University, Gaziantep July 1998 - July 1994 : Senate Member, Marmara University Rectorate, Sultanahmet, Istanbul April 1998 - March 1993 : Manager, Technology Application and Research Centre, Marmara University Technical Education Faculty, Göztepe, İstanbul September 1984 - September 1986 : Deputy Dean, Marmara University Technical Education Faculty, Göztepe, İstanbul September 1983 - December 1986 : Manager. Marmara University Technical Education Faculty Circulating Capital, Göztepe, İstanbul 4. Skill Courses 4.1. Technical Skill Courses: Welding, soldering and metal works, casting, precise casting and forging technologies (Dokuzeylül University, MUTEF-TAUR, MIT-USA) . Gold smithing and refinement course. Precious metal alloys development course, precious metal analysis course. Metal analysis course. Radiography - Ultrasonography, Courses for Penetrant tests. Material inspection courses. 4.2. Test, Control, Supervision Courses: Course for Physibility Report Preperation, Course for Business Plan Preperation, Cost Accounting Course, Project Management Course, Project Evaluation Course (SPA) ; IATCA Head Supervisor Course (ICC) , Medical Devices Inspection Course (TUV), Product and Equipment Controls Course, Conformity Evaluation Course, EU Product Conformity Legislations Course, Management Systems Course (MEYER). 5. Professional Career To Date - June 2014 : World Bank Strategy Development Advisor, AFAD Disaster and Emergencies Management Directorate, Ankara To Date - January 2013 : Board of Trustees and executive board chairman, MEYEV Metin Yerebakan Vakfı Kiptas Aydos Evleri, Yasemen Sitesi No 44, Kurtköy, İstanbul To Date - June 2012 : CEO, ARGEMER LTD, Ar&g eve yenilik company, Teknopark İstanbul, Sabiha Gökçen Havalimanı, Kurtköy, İstanbul To Date - 2012 : AR&GE Projects Examination Commission Member, Ministry Of Transportation, Maritime Affairs And Communications, Ankara ; General Assembly Member, Professional Technical Education Institute Ankara September 2012 - September 2006 : Advisor to the Minister (aviation and space), Ministry Of Transportation, Maritime Affairs And Communications December 2009 - September 2008 : Forum Coordinator, HEDEF 2023 10th Transportation and Communication Forum, Ankara. January 1996 - June 2012 : CEO, MEYER Test and Certification Services Limited, İstanbul Tuzla Organized Industrial Zone, Tuzla, İstanbul December 2007 - September 2006 : Board Member, General Directorate Of State Airports Operations June 1999 - 2005 : Design and Production Advisor, Güleryüz Automotive Industies Co, Gemlik, Bursa January 1991 - June 1988; General Manager and Board Chairman and General Manager, Turkish Wagon Industries Co, Adapazarı, Sakarya January 1975 - September 1973 : SPA, Project Evaluation Engineer; State Planning Agency, General Directorate Of Incentive Practices And Foreign Capital, Department of Project Evaluation, Ankara 6. Studies and Research Experience 6.1.Physibility Studies / Business Plans: Physibility Studies / Business Plans: Dr Metin Yerebakan has prepared over a hundred investment plans and physibility studies. Amongst the physibility studies he performed are steel factories, casting and forging factories, machinery production factories, ceramic, porcelain and brick factories, rubber - gum factories, equipment and vehicle factories, hospitals, schools, hotel and holiday village investment plans, Formula 1 track construction planning, Tıp-kent medical facility project, tourism centers and tourism area surveys, railways, subways, infastracture surveys, airports, harbors and logistical village surveys, can be counted as the major ones. In addition to physibility studies, he has prepared business plans on various subjects. 6.2. Traffic Flow Analysis : Traffic flow density analysis for various corridors in İstanbul, Eskişehir, Adapazarı and İzmir, Bridge crossing analysis, nautical traffic congestion analysis, road traffic congestion analysis, varification of traffic flow data, suburban and inter city traffic congestion analysis, traffic modelling, shore oriented marina and harbor areas analysis and traffic congestion varification in road and railroad projects by state, municipalities and private sector. 6.3. Professional Research and Design Activities: He has worked for long years in university laboratories on material and alloy development projects, contributing greatly to the production of strategical 60xx, 70xx and 20xx series aluminium alloys. He performed studies on CR-Co based super alloys, Al-brass, magnetic materials, Piezo-electric materials, metallic glasses and maintainance-free battery materials. Dr. Metin Yerebakan is trying to develop biomedical materials using precious metals based nano particles. Dr. Metin Yerebakan, started national motor train project during his General Manager position Board Chairman position in Turkish Wagon Industries and five rail busses with a genuine design have been produced. He actively participated in the design of RTE vehicles developed by İstanbul Ulaşım A.Ş. and in the design and development of two story and single story city busses developed by Güleryüz Automotive Co. He is still working on developing an electric tricycle he named Parpali. A Parpali prototype has been built and is currently going through test drives. Dr. Metin Yerebakan also works on unmanned aerial vehicles. 7. Speeches and Publications 7.1. Speeches: Dr Metin Yerebakan, has given speeches and made key presentations in numerous non profit organisations, universities and public institutes. He gave speeches and training courses on EU Technical Legislations in ICC, ICI and similar trade and industry chambers. Quantitive information on his conferances, speeches and session moderatorships is quite extensive which lead him to stop recording these events in time. Dr. Yerebakan has arranged seminars, congresses, aseemblies, simposiums and workshops in said subjects. 7.2. Publications: Dr. Yerebakan has over 260 papers and articles published in national and international journals and periodical publications. Most of his published papers are on materials and design oriented and he also has numerous publications on EU legislation, management systems and conformity evaluation fields. 7.3. Books: Dr. Metin Yerebakan has over 20 books published. His books are on materials development and forming, design, EU Lagislation and Conformity Evaluation areas. Especially, his books on EU Technical Legislation are still on high demand. 8. Educational Activities: 8.1. His Lectures: Dr. Metin Yerebakan; has given lectures on Production Methods, Material Information, Engineering Plastics, Precious Metals and Management and Organisation subjects to both bachelor's degree and master's degree students. 8.2. Research Supervision Activities: Dr. Metin Yerebakan has supervised 15 doctorate and 20 master's degree thesis of both Turkish and foreign students. Statement of Independence To the Board of Directors of ASELSAN Elektronik Sanayi ve Ticaret A.Ş.; I hereby agree, represent and undertake that I comply with the regulations of the Capital Market Board related to Independence Board Membership and with the criteria determined for Independence Board Membership within the scope of Corporate Governance Principles. I hereby submit this to the knowledge of the Board of Directors, shareholders and all relevant parties. Sincerely yours, Metin YEREBAKAN