Joint Stock Company General Assembly Procedures

1-) Petition 2-) Minutes of the General Assembly Meeting in the general assembly decision and discussion book (Trade Registry Regulation, Article 71/1-b). 3-) Original list of attendees (Regulation on the Procedures and Principles of General Assembly Meetings of Joint-Stock Companies and the Ministry Representatives to be Present at These Meetings, Articles 16/3, 29/1). In companies with a single shareholder, except for companies whose articles of association amendments are subject to the permission of the Ministry, it is not mandatory to form a presidency and prepare a list of those who can attend the general assembly meeting (Regulation on the Procedures and Principles of General Assembly Meetings of Joint-Stock Companies and the Ministry Representatives to be Present at These Meetings, Article 14/2). 4-) Original letter of appointment of a Ministry representative in meetings where a Ministry representative is required (Regulation on the Procedures and Principles of General Assembly Meetings of Joint-Stock Companies and the Ministry Representatives to be Present at These Meetings, Article 32). 5-) In companies with a single shareholder where there is no Ministry representative, the general assembly If there is proxy participation in the boards, the original power of attorney issued before a notary must be presented (Detail).

POINTS TO NOTE:•   Companies subject to independent audit are required to elect an independent auditor for one year in the general assembly in accordance with TCC Article 399; the auditor's name and surname or title (in full), address information, tax identification number, Trade Registry Directorate to which it is affiliated and trade registry number and MERSIS number must be included in the general assembly minutes (Declaration Sample) (Trade Registry Regulation Article 108/6).•   In case there is more than one legal entity on the board of directors; a separate real person must be designated for each legal entity (TTK Article 359/2). •   The same real person must not be designated as the representative for more than one legal entity. In case a legal entity is elected to the board of directors; A notarized copy of the authorized body’s decision regarding the legal entity board member, which includes the name-surname, address, nationality and Turkish Republic identity number (tax identity number or national identity number specific to foreigners) of the real person determined by the legal entity elected to the board of directors to act on behalf of the legal entity together with the legal entity elected to the board of directors, must also be submitted (Trade Registry Regulation, Article 69/1-ı). If the legal entity is a foreign national, this decision must be submitted by the Consulate of the Turkish Republic in the country where the company is located or by the Turkish Republic. It must be certified by the Ministry of Foreign Affairs or in accordance with the provisions of the Convention on the Abolishing of the Requirement to Legalize Foreign Official Documents and have notarized Turkish translations. •   If the member of the board of directors of the legal entity is a foreign national, a document containing the current registry records of the legal entity must be submitted (This document must be certified by the Consulate of the Republic of Turkey in the country where the company is based or in accordance with the provisions of the Convention on the Abolishing of the Requirement to Legalize Foreign Official Documents and have notarized Turkish translations of these). •   If the legal entity board member is a Turkish citizen but headquartered outside of Istanbul, the Trade Registry Directorate where the legal entity partner is registered and the trade registry number/tax identification number and MERSIS number must be stated in the decision/amendment agreement. •   If the natural person determined by the legal entity is a foreign national and resides in Turkey, a notarized residence permit and a copy of the passport with a notarized Turkish translation must also be presented. •   If there is a foreign legal entity authorized signatory/board member, the tax identification number must be stated in the general assembly minutes. •   In joint stock companies with a legal entity board member, in the distribution of duties and representation decisions, the duties and authorities must be given to the legal entity board member. In addition, the name-surname, place of residence, citizenship, Turkish Republic identification number and, if a foreign national, the tax identification number or identification number specific to foreigners of the natural person representative of the legal entity board member must be stated in the minutes. If the residence address of the foreign natural person representative is in Turkey, a notary-certified residence permit must be attached (Decision sample). •   If the board of directors has been elected in the general assembly meeting but the representation authority has not been determined, the signature declaration of all board members must be submitted. If the representation authority has been determined, it is sufficient to submit the signature declaration of only the persons who have been granted representation authority. •   The Turkish Republic identity numbers (tax identification number or foreign national identity number) of the board members must be stated in the general assembly decision. •   In the event that persons who are not shareholders are elected as board members in the general assembly meeting, a written statement stating that they are candidates for this position or have accepted the position. •   In this document;spouse's location, nationality, ID number if a citizen of the Republic of Turkey, tax identification number or identity number specific to foreigners must be stated, if a foreign national, a passport copy with a notary-certified Turkish translation and a notary-certified residence permit for foreign nationals residing in Türkiye must be included in the appendix. •   The names of the authorities must be written in the general assembly and board of directors decisions without abbreviation.

WARNING: GENERAL ASSEMBLY INTERNAL DIRECTIVE The board of directors of the joint-stock company prepares an internal directive containing the rules regarding the working principles and procedures of the general assembly, the minimum elements of which are determined by the Ministry, and puts it into effect after the approval of the general assembly. This internal directive is registered and announced (TTK Art. 419/2). •   The general assembly internal directive, which will be prepared in accordance with the provisions of the "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint-Stock Companies and the Ministry Representatives to be Present at These Meetings", must be submitted for approval at the first ordinary/extraordinary general assembly meeting to be held (Art. 40/4). The internal directive prepared regarding the general assembly meeting procedures and principles must be signed by the board member and the meeting chairman, and the internal directive text must be submitted as a copy. •   Companies subject to special laws must accept and register the general assembly internal directive, taking into account the provisions of the special legislation they are subject to (Article 40/2). •   Single-shareholder joint stock companies must also prepare a general assembly internal directive, have this internal directive approved by the company's general assembly, and have it registered (Article 43/1). •   If there is a previously registered general assembly internal directive in the company's file, there is no need.