RECENT AMENDMENTS ON THE PROCEDURES AND PRINCIPLES OF GENERAL ASSEMBLY MEETINGS OF JOINT-STOCK COMPANIES AND MINISTRY REPRESENTATIVES TO BE PRESENT AT THESE MEETINGS
The Amendment Regulation (hereinafter referred to as the “Amendment Regulation”) on the main legislation governing the formalities for general assembly meetings of joint-stock companies, “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Corporations and Ministry Representatives to be Present at These Meetings” (hereinafter referred to as the “Regulation”) has been published in the Official Gazette dated 29 May 2021 and No. 31495 and certain amendments related with bearer shareholders are made to the Regulation on “the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings” which was published in the Official Gazette dated 28 November 2012 and numbered 28481.
The major amendments introduced by the Amendment Regulation are as follows:
I. Content of the Announcement Regarding the Invitation of the General Assembly to the Meeting
Pursuant to the amendment made within the scope of the Article 11 of the Regulation regarding the content of the announcement for the invitation of the general assembly to the meeting, the identities of the representative of the body, the independent representative as well as the institutional representative and their contact information shall no longer be disclosed in the announcements related to the invitation of the general assembly to the meeting and in the letters to be sent to the shareholders.
II. Documents to be presented at the Meeting
In accordance with the amendment made in the Article 15 of the Regulation regarding the documents to be made available at the meeting; in addition to the list of attendees at the general assembly meeting place, the shareholder chart provided by the Central Registry Agency (“CRA”) (in Turkish, “Merkezi Kayıt Kuruluşu”) regarding the bearer shareholders, if any, shall be available physically and/or electronically.
III. List of Attendees
Pursuant to the amendment made within the scope of the Article 16 of the Regulation regarding those present at the meeting, the list of those who can attend the general assembly meeting shall be prepared by the board of directors in accordance with the following, and the list shall be signed by the chairman of the board of directors or one of the board members authorized by the chairman.
- Shareholders chart obtained from the Central Registry Agency in terms of registered shares and bearer shares in accordance with the Article 13 of the Capital Markets Law No. 6362 on the dematerialization of capital market instruments.
- Share book records, as for the holders of (i) other shares that are unregistered (in Turkish, “senede bağlanmamış senetler”) or (ii) registered shares (in Turkish, “nama yazılı senetler”) or (iii) temporary share certificates (in Turkish, “ilmühaber”).
IV. Right to Attend the MeetingPursuant to the amendments made in the Article 18 of the Regulation regarding the right to attend the meeting;
- Real person shareholders shall sign the list of those who can attend the general assembly by submitting their identity, and legal person shareholders by submitting their authorization documents together with the identities of the persons authorized to represent the legal entity.
- Holders of bearer share certificates may attend the general assembly meeting by presenting their names or titles in the shareholder chart provided by the Central Registry Agency and proving to the board of directors that they are the owner of the bearer share certificates before signing the list of those who can attend the general assembly meeting.
- It is essential that each shareholder is represented by only one person at the general assembly. However, in cases where more than one person is authorized to represent or if more than one person authorized to represent the legal entity shareholders attends the general assembly, only one of them can vote.
Pursuant to the first paragraph of Article 35 of the Regulation titled “Requesting a Ministry representative” the phrase “representation and binding” has been changed to “representation”.VI. Transition Provision for Bearer ShareholdersPursuant to the Temporary Article 3 included in the Regulation, which is a transitional provision for the holders of bearer share certificates;
- Until the date 31 December 2021, those who duly call the general assembly for the meeting, can as well include in the list of those who can attend the general assembly, the shareholders who have applied to the company to be notified to the Central Registry Agency in accordance with the temporary Article 14 of the Turkish Commercial Code, but have not yet been notified to the Central Registry Agency.
- In order to be able to sign the list of those who can attend the general assembly meeting, in the event that the holder of bearer shares is a real person, the submission of identity document is required, and if it is a legal person, the submission of an authorization document showing that it is authorized to represent the legal entity as well as the submission of identity card is necessary.
Pursuant to the amendment made in the 2nd and 16th Articles of the ANNEX-5 of the Regulation regarding the internal directive sample; the phrase “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Commerce to Attend These Meetings” in the appendix has been amended as “The Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings”.Our Law Firm remains at your disposal for any further clarifications or assistance you may need about the subject matter.