Joint Stock Company General Assembly Procedures

1-) Petition

2-) General Assembly Meeting Minutes 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 Representatives of the Ministry to be Present at These Meetings, Articles 16/3, 29/1).

• In companies with a single shareholder, except for companies whose articles of association change transactions 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 Representatives of the Ministry 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 Representatives of the Ministry to be Present at These Meetings, Article 32).

5-) In general assemblies of joint stock companies with a single shareholder, where there is no representative of the Ministry, if there is participation by proxy, the original power of attorney issued in the presence of 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 he/she 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 of election of a legal entity to the board of directors;

A notarized copy of the authorized body decision of the legal entity board member, which includes the name-surname, address, nationality and Turkish Republic identity number (tax identity number or foreign national identity number for foreigners) of the real person determined by the legal entity elected to the board of directors and who will act on behalf of the legal entity, must also be submitted (Trade Registry Regulation, Article 69/1-ı).

• If the legal entity is a foreign national, this decision must be certified by the Consulate of the Turkish Republic in the country where the company is located or by the Ministry of Foreign Affairs of the Republic of Turkey or in accordance with the provisions of the Agreement on the Abolishing the Requirement to Attestation of Foreign Official Documents and have notarized Turkish translations made.

• If the legal entity board member is a foreign national, a document containing the current registry records of the legal entity must be submitted (This document must be approved by the Consulate of the Republic of Turkey in the country where the company is located or in accordance with the provisions of the Agreement on the Abolishing the Requirement to Legalize Foreign Official Documents and their notarized Turkish translations must be prepared).

• If the legal entity board member is a Turkish national 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 specified 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 submitted.

• If there is a foreign legal entity authorized signatory / board member, the tax identification number must be specified in the general assembly minutes.

• In joint stock companies with legal entity board members, in decisions on distribution of duties and representation, the duties and authorities should be given to the legal entity board member. In addition, the name and surname, place of residence, citizenship, Turkish Republic identity number, tax identity number or foreign national identity number of the real person representative of the legal entity board member should be stated in the minutes. If the foreign national real person representative has a residence address in Turkey, a notary-certified residence permit should be attached (Decision sample).

• If a board of directors election is made at the general assembly meeting but the representation authority has not been determined, a signature declaration of all board members should be submitted. If the representation authority has been determined, it is sufficient to submit only the signature declaration of the persons who have been granted representation authority.

• The Turkish Republic identity numbers of the board members (tax identity number or foreign national identity number) should be stated in the general assembly decision.

• In the event that non-shareholders are elected to the board of directors at the general assembly meeting, a written statement stating that they are candidates for this position or have accepted the position.

•This document must include; place of residence, nationality, ID number if a Turkish citizen, tax ID number or foreign national ID number if a foreign national, and 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 attached.

• 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 a joint-stock company prepares an internal directive, the minimum elements of which are determined by the Ministry, containing the rules regarding the working principles and procedures of the general assembly, 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 General Assembly Meetings of Joint-Stock Companies and the Representatives of the Ministry to be Present at These Meetings", must be submitted for approval at the first ordinary/extraordinary general assembly meeting to be held (Article 40/4). The internal directive prepared regarding the procedures and principles of general assembly meetings must be signed by the board member and the meeting chairman, and the text of the internal directive 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.