POSTPONEMENT OF GENERAL ASSEMBLY MEETINGS TO PREVENT SPREAD OF COVID-19

The General Directorate of Interior Commerce of the Ministry of Commerce (“Ministry”) published an announcement on the 20th of March 2020 as to the postponement of general assemblies of shareholders for joint stock and limited liability companies within the scope of the measures adopted to prevent the spread of the COVID-19 virus.

In accordance with the Turkish Commercial Code No.6102 (the “TCC”), annual general assembly meetings (“GA”) of joint stock and limited liability companies shall be held within three (3) months following the end of each fiscal year. The general preference of such companies being to determine their fiscal years in a manner to coincide with calendar year, the GAs are mostly held by the end of March.

However, due to the current global COVID-19 outbreak, it may not be possible to meet the aforementioned deadlines for the following reasons:

• As per the TCC, at least one member of the board of directors shall be present at the GA, which is currently not possible for a considerable number of foreign citizens in the light of the travel restrictions implemented as a result of the outbreak.
• Further, in accordance with the TCC, real person shareholders are required to attend general assembly meetings personally and legal entity shareholders must be presented by way of a power of attorney granted to a real person. This power of attorney shall be signed by the authorized representative(s) of the shareholder and notarized and apostilled in its country of issuance; which has also been hindered as most public authorities and notaries around the world have been adversely affected the COVID-19 outbreak.

Hence, considering the above reasons and the regular intensity of annual ordinary GA periods, the below measures are adopted by the Ministry in order to prevent further spread of the COVID-19 virus:

1. It will be possible for the governing bodies of the joint stock and limited liability companies to cancel ordinary general assembly meetings, if the they had previously adopted any resolutions to convene the GA of their company in accordance with the TCC. These governing bodies are granted the possibility to decide to the cancellation of the anticipated GA without having to wait for the general assembly to be held.

1. For the companies having decided to hold their GAs via electronic media pursuant to Article 1527 of the TCC and wishing to proceed without cancellation thereof, the Ministry suggests the shareholders to decide discretionarily to attend to such meetings via electronic means rather than physically assist thereto in order to ensure the accomplishment thereof with the physical participation of the minimum number of individuals, to prevent the COVID-19 spread.

1. For the companies whose articles of association do not foresee the means to hold the GA via an electronic meeting, the Ministry declared to have adopted the required measures so as to provide such companies wishing to hold their GAs via the Electronic GA Meeting System (in Turkish “Elektronik Genel Kurul Toplantı Sistemi”) and Electronic System for Meetings of Board of Directors (in Turkish “Elektronik Yönetim Kurulu Sistemi”). To benefit from this option, these companies shall receive support services from the ‘Central Securities Depository’ (in Turkish “Merkezi Kayıt Kuruluşu” or “MKK”) in a manner not to prevent the right holders to attend to the electronic meetings. It shall also be highlighted that these companies will be granted the right to amend their articles of association during the subsequent general assembly meeting to be held to implement the right to hold the GAs electronically.

Our Law Firm remains at your disposal for any further clarifications you may need about the subject matter.