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The Communiqué on Notification and Registration of Bearer Shares to the Central Registration Agency

The Communiqué Regarding The Notification and Registration Of Bearer Shares To The Central Registry Agency (“CRA”) (in Turkish, “Hamiline Yazılı Pay Senetlerinin Merkezi Kayıt Kuruluşuna Bildirilmesi ve Kayıt Altına Alınması Hakkında Tebliğ”) prepared by the Ministry of Commerce has been published in the Official Gazette numbered 31446 dated 6 April 2021 and entered into force on the same date.

Article 1 of the Communiqué provides that the purpose is to determine the procedures and principles for notifying and registering bearer shares to the CRA, the fees to be charged in this context, and the procedures and principles for obtaining the shareholder chart from the CRA. The Communiqué will cover joint stock companies other than those whose shares are monitored pursuant to Article 13 of the Capital Market Law No. 6362 dated 6 December 2012.

Article 4 of the Communiqué provides that the board decision and details of the bearer shareholders to whom each certificate will be distributed should be notified to the CRA by the persons authorized to represent the company. This notification should also include the company’s contact information.

Article 5 of the Communiqué provides that in case of the transfer of bearer shares, this must be notified to the CRA. Upon such notification, the transfer shall be valid on the company and third parties.

Article 6 of the Communiqué requires that while preparing the list of those who can attend the general assembly meeting must indicate the updated list showing the shareholders CRA’s list.

Article 7 of the Communiqué provides that the records about the notifications regarding the bearer shareholders and their shares are kept electronically by the CRA.

Article 8 of the Communiqué provides that the information kept by the CRA will remain confidential. These records are shared only with authorities in accordance with the relevant laws. Bearer shareholders have the opportunity to inquire about the shares registered with the CRA on their behalf via the « e-Investor: Investor Information Center » and obtain the relevant document electronically.

Article 9 of the Communiqué regulates cancellation of the share certificate matters. In the event that share certificate is cancelled due to capital decrease or a changing of share certificate, the registration shall be cancelled from the CRA system upon the notification to be made by those authorized to represent the company, together with the relevant decision. In situations where it is determined that the company is removed from the trade registry records, upon notification or ex officio, the records regarding bearer shares will be directly cancelled by the CRA.

Article 10 of the Communiqué provides that in the event of failure to notify the CRA, bearer shareholders cannot use their share related rights arising from the Turkish Commercial Code until the relevant notification is made. The date of the notification sent to CRA via electronic methods shall be taken as basis for asserting the rights of bearer shares against the company and third parties.

Article 11 of the Communiqué provides the methods to lodge notification to the CRA i.e. such notification can be made via the e-state with an electronic signature, e-government password or Turkish ID number or by directly logging in from the CRA’s « e-Investor: Investor Information Center » application.

The fees to be charged for the CRA services are regulated in Article 15 of the Communiqué, and the mentioned charges specified in Annex-1 of the Communiqué must be fulfilled.

According to the Provisional Article 2 of the Communiqué, while the list of those who invite the general assembly to attend the general meeting is adjusted until 31 December 2021, the shareholders who have applied to the company to be notified to CRA in accordance with the Provisional Article 1 but have not yet been notified to the CRA by the company are also taken into consideration.

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

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