Joint Stock Company General Assembly Procedures

1-) MERSIS Application

2-) Petition

Must be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the proxy must be attached, and must include the attached document list.

3-) Agenda

4-) Notarized meeting minutes recorded in the general assembly decision book (1 copy)

5-) Attendance list

If it is a summoned general assembly meeting, the Trade Registry Gazette copy of the invitation announcement and the documents related to the registered notification with return receipt, and also if there is a special invitation procedure in the articles of association, the documents related to this procedure must be attached.

Invitation procedure in cases where all partners do not attend the meeting:

The general assembly is summoned to the meeting by the directors at least fifteen days (excluding the announcement and meeting days) before the meeting date. The company's articles of association may extend this period or shorten it to ten days. The general assembly is invited to the meeting in the manner specified in the articles of association, - if necessary, on the company's website - by an announcement published in the Turkish Trade Registry Gazette. Shareholders listed in the share ledger and shareholders who have previously provided the company with a share certificate or a document proving their share ownership and notified their addresses are notified by registered letter of the meeting date, agenda and the newspapers in which the announcement was published or will be published. Accordingly, in cases where all partners do not attend the meeting, the registration application, a copy of the Trade Registry Gazette regarding the invitation announcement and the documents pertaining to the registered notification must be attached. In addition, if there is a special invitation procedure in the articles of association, documents pertaining to this procedure must also be attached.

6-) Ministry representative appointment letter (in meetings where a Ministry representative is required)

7-) In general assemblies where there is no Ministry representative, if there is a proxy participation, the originals of the power of attorney must be presented.

Attention: Companies subject to independent audit are required to elect an independent auditor for one year in the general assembly in accordance with TCC 399, and the auditor's full title, address information, tax identification number, affiliated trade registry office and registration number and mersis number must be included in the general assembly, Declaration Sample

Note: - If there is more than one legal entity on the board of directors / board of directors; a separate real person must be designated for each legal entity,

- The same real person should not be designated as a representative for more than one legal entity.

- In the event that a legal entity is elected to the board of directors, the name-surname, address, nationality and T.R. of the real person designated by the legal entity, together with and on behalf of the legal entity, A notarized copy of the authorized body decision of the legal entity board member, including the identity number (tax number or foreign national identity number for foreign nationals) (If the legal entity is foreign national, this decision must be approved by the Turkish Consulate in the country where the company is subject to or in accordance with the provisions of the Agreement on the Abolishing of the Requirement to Legalize Foreign Official Documents and their notarized Turkish translations must be made) and a residence permit if a foreign national is determined on behalf of the legal entity and this foreign person also resides in Turkey

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

- If there is a foreign national legal entity authorized signatory / board member entry, the tax number must be stated in the general assembly minutes.

- If the corporate board member is a Turkish citizen but has a commercial residence outside of Istanbul, the Trade Registry Office where the corporate partner is registered and the Trade Registry number / tax identification number and Mersis number must be stated in the decision/amendment agreement.

WARNING: The internal directive to 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 Representatives of the Ministry of Customs and Trade to be Present at These Meetings" must be submitted for approval at the first ordinary/extraordinary general assembly meeting to be held. The internal directive prepared on the procedures and principles of the general assembly meeting must be signed by the board member and the meeting chairman, and the text of the internal directive must be submitted in two copies.

Explanation on the Notification of the Natural Person Determined by the Legal Entity on Behalf of the Legal Entity

- In joint-stock companies with a legal entity board member, in the distribution of duties and decisions on representation and binding, the duties and authority must be given to the legal entity board member. In addition, the name and surname, place of residence, citizenship, Turkish ID Number, tax number or foreign national identity number of the natural person representative of the legal entity board member must be stated in the minutes. If the natural person representative of the foreign nationality has a residence address in Turkey, a residence permit must be attached.A sample resolution regarding the issue is attached.

- If the board of directors was elected at the general assembly and the authority to bind is not determined, a signature declaration with the title of company for all board members. If the authority to bind is determined, a signature declaration with the title of company for only those who are authorized to bind.

- The Turkish Republic identity numbers of the board members (tax number for foreign nationals or identity number specific to foreigners) should be indicated.

- In the event that those who are not present at the general assembly meeting are elected as board members, a written declaration with the signatures of those who are candidates for this position or accept the position, certified by a notary.

- This document should indicate the place of residence, nationality, identity number if they are a Turkish citizen, tax number or identity number specific to foreigners if they are a foreign national, and if they are a foreign national, an approved passport copy and an approved residence permit for foreign nationals residing in Türkiye should be attached.

- The names of the authorized persons should be written without abbreviation in the general assembly and board of directors decisions.

GENERAL ASSEMBLY MEETINGS OF JOINT STOCK COMPANIES REQUIRED TO HAVE A MINISTRY REPRESENTATIVE

General assembly meetings of joint stock companies that are required to have a “Ministry Representative” are regulated in Article 32 of the “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to be Present at These Meetings” published in the Official Gazette dated 28.11.2012 and numbered 28481.

Accordingly; The presence of the “Ministry Representative” is mandatory in the following joint stock company general assembly meetings: 1-) In all general assembly meetings of companies whose establishment and capital change are subject to the permission of the Ministry (Accordingly; the participation of the “Ministry Representative” will be mandatory in the general assemblies of banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies operating foreign exchange booths, companies engaged in public stores, agricultural products licensed warehousing companies, product specialization stock exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law No. 2499 dated 28/7/1981 and joint stock companies that are founders and operators of free zones.) 2-) In general assembly meetings of companies that apply the electronic participation system in their general assemblies 3-) In all general assembly meetings to be held abroad 4-) In all special assembly meetings of privileged shareholders to be held abroad 5-) In general assembly meetings whose agenda includes the increase or decrease of capital board meetings6-) General assembly meetings with issues on the agenda regarding transition to the registered capital system or exiting the registered capital system, increasing the registered capital system ceiling7-) General assembly meetings with an amendment to the articles of association regarding the change of the subject of activity8-) General assembly meetings with issues on the agenda regarding merger, division or change of type

Joint-Stock Company Articles of Association Amendment Procedure

* In addition to the general assembly documents specified above, two copies of the amendment draft must be attached for amendments to the articles of association other than capital reduction and increase. It is possible for the amendment draft to be included in the general assembly minutes.

* In companies subject to the Ministry’s permission for amendments to the articles of association, the original Ministry’s permission letter must be presented.