ARTICLE 1 - (1) The purpose of this Regulation is to make prodedural and substantive rules for ensuring that joint-stock companies hold their general meetings in compliance with the Code, relevant legislation and company articles of association and internal directives, for specifying the minimum components in the internal directive containing the substantive and procedural rules for the functioning of companies’ general meetings and for the exercising by custodians of shares and share certificates in joint-stock companies of the right to attend and vote at general meetings conferred by these shares and share certificates.

   Scope

   ARTICLE 2 - (1) This Regulation covers the stipulation of general meetings at which the Ministry representative’s attendance is required, the substantive and procedural rules applicable to joint-stock companies’ general meetings, the duties, powers and attributes of Ministry representatives who attend meetings and the emoluments payable to them, the minimum components in the internal directive containing the substantive and procedural rules for the functioning of companies’ general meetings, custodians of shares and share certificates in joint-stock companies who exercise the right to attend and vote at the general meeting and the substantive and procedural rules to which custodians are subject and the content of the proxy form.

   Basis

   ARTICLE 3 - (1) This regulation was compiled on the basis of the Turkish Commercial Code number 6102 of 13/1/2011.

   Definitions

   ARTICLE 4 - (1) In the application of this Regulation, the following terms mean as follows:

   a) Ministry: The Ministry of (Repealed wording:OG-9/10/2020-31269) (…) Trade,

   b) Ministry Representative: The civil servant appointed in accordance with the provisions of this Regulation to attend companies’ general meetings,

   c) Electronic General Meeting System (EGMS): The electronic platform that will be supplied by the Central Securities Depository to stock exchange-quoted companies whose share records are maintained with the Central Securities Depository pursuant to (Amended wording:OG-9/10/2020-31269) Article 13 of the Capital Market Law number 6362 of 6/12/2012 to enable electronic attendance at general meetings and the informatics system that companies establish pursuant to the third paragraph of Article 1527 of the Turkish Commercial Code number 6102 or from which they are able to obtain support services,

   ç) Electronic Attendance: Attendance, voicing opinions, submitting motions and voting through the Electronic General Meeting System at joint-stock company general meetings,

   d) General Directorate: General Directorate of Domestic Trade,

   e) Internal Directive: The regulation containing the substantive and procedural rules for the functioning of companies’ general meetings,

   f) Provincial Directorate: (Amended wording:OG-9/10/2020-31269) Ministry of Trade Provincial Directorates of Trade,

   g) Code: The Turkish Commercial Code number 6102 of 13/1/2011,

   ğ) Court: The Commercial Court of First Instance where the company is seated,

   h) Company: The joint-stock company,

   ı) Beneficial owner: The owner of joint-stock company shares who entrusts shares and share certificates whose records are maintained pursuant to (Amended wording:OG-9/10/2020-31269) Article 13 of the Capital Market Law,

   i) Custodian: The persons or (Amended wording:OG-9/10/2020-31269) entities who are entrusted on behalf of their owners with shares or share certificates whose records are maintained and are designated in Article 44 of this Regulation, and

   j) (Appended:OG-9/10/2020-31269) Central Registry Record System: The informatics system on which commercial registry procedures are conducted electronically and commercial registry records and content that requires to be registered and promulgated are systematically stored and submitted electronically, which is created and operated at the Ministry of Trade and Union of Turkish Chambers and Exchanges and also contains a centralized shared database.

   ARTICLE 5 - (1) The general meetings and separate meetings of preference shareholders enumerated below are held at companies:

   a) Ordinary general meeting: The meetings held for every accounting period to discuss and vote on the election of company organs, financial statements, board of directors’ annual activities report, allocation of profit, setting of the dividend and dividend rate and absolving the board of directors’ members from liability along with other matters that relate to operating periods and are deemed necessary.

   b) Extraordinary general meeting: Meetings held if necessary for the company or if compelling and urgent reasons emerge and whose agenda consists of the reasons necessitating the holding of the meeting.

   c) Separate meeting of preference shareholders: At companies having preference shares, meetings held in accordance with Article 454 of the Code with the sole attendance of preference shareholders to approve resolutions to amend the articles of association should the general meeting resolve to amend the articles of association in a manner that restricts preference shareholders’ rights.

   2) In the event that, at the general meeting at which amendment of the articles of association detrimental to preference shareholders rights is discussed, preference shareholders owning at least sixty per cent of the capital consisting of preference shares or their proxies attend the meeting and the majority of them vote in approval of the amendment, no further separate meeting is held.

   Electronic general meeting attendance

   ARTICLE 6 - (1) The holding of and voting at general meetings electronically is subject the provisions of the Regulation on Holding General Meetings Electronically at Joint-Stock Companies promulgated in edition 28395 of the Official Gazette dated 28/8/2012. The provisions of this Regulation are applied analogously to situations on which the said Regulation is silent.

   (2) Attendance, submitting motions, voicing opinions and voting at electronic general meetings give rise to all their legal consequences.

   Time of meeting

   ARTICLE 7 - (1) General meetings are held at the following times:

   a) The ordinary general meeting is held within three months of the end of each accounting period. Accordingly, the meetings at companies whose accounting period is the calendar year are held within the first three months of the year, while those at companies having special accounting periods are held within the first three months following the end of the accounting period.

   b) The extraordinary general meeting is held when situations compelling the holding of a meeting for the company emerge.

   c) At companies having preference shares, if the general meeting resolves to amend the articles of association in a manner detrimental to preference shareholders’ rights, the separate meeting of preference shareholders is called within no more than one month as of the date of the said resolution. If preference shareholders have not been called to the meeting by the end of this period, each preference shareholder may apply to the courts for the calling of this meeting within fifteen days to commence on the deadline for the board of directors to call it. If the separate meeting of preference shareholders does not assemble on time despite being called, the general meeting resolution is deemed to have been passed.

   (2) At companies where amendment of the articles of association is subject to ministerial approval, general meetings held to this end are only held following the obtaining of such approval.

   Venue of meeting

   ARTICLE 8 - (1) Unless provided for otherwise in the articles of association, general meetings are held within the borders of the administrative unit where the company is seated. If express specification has not been made in the articles of association as to the address in the place where the company is seated at which the meeting will be held, those convening the meeting are authorized to stipulate this.

   (2) For the meeting to be held outside the borders of the administrative unit where the company is seated or abroad, express provision must be made for this in the articles of association.

   (3) The venue of the meeting must be specified correctly, comprehensibly and in detail in the invitation.

   Those authorized to call

   ARTICLE 9 - (1) Ordinary and extraordinary general meetings and separate meetings of preference shareholders are called by the board of directors even if its tenure has ended.

   (2) In the absence of a board of directors or if it is unable to meet regularly or there is no possibility of it fulfilling the meeting quorum, a shareholder who obtains permission from the courts may call the general meeting in accordance with the second paragraph of Article 410 of the Code.

   (3) Minority shareholders constituting at least one tenth of the company capital or, at publicly traded companies, one twentieth or, if so envisaged in the articles of association, holders of an even lower share, may request in writing via the notary of the board of directors that the general meeting be called specifying the compelling reasons and agenda or, if the general meeting is set to convene, that matters they wish to be put to the vote be placed on the agenda. The request for an item to be placed on the agenda must reach the board of directors prior to the date on which the insertion fee for publication of the invitation in the Turkish Commercial Registry Gazette is deposited.

   (4) If the meeting is not called by the board of directors within forty-five days despite approval of the application made by minority shareholders to the board of directors for the general meeting to be called, the minority shareholders may call the general meeting.

   (5) On denial by the board of directors of the minority shareholders’ request for the calling of the general meeting or the failure to elicit a positive response within seven working days, the general meeting may be called by a court-appointed curator pursuant to Article 412 of the Code.

   (6) Liquidators at companies undergoing dissolution may call the general meeting on matters relating to their duties.

   (7) On failure for the meeting to be called on time by the board of directors, each preference shareholder who is authorized by the courts pursuant to the second paragraph of Article 454 of the Code may call the separate meeting of preference shareholders.

   Calling Procedure

   ARTICLE 10 - (1) The general meeting is called by announcement in the manner stipulated in the articles of association, on the website of companies that are required to open websites and in all cases through publication in the Turkish Commercial Registry Gazette. The call may also be made on the Electronic General Meeting System at companies implementing the electronic attendance system. Additionally, shareholders entered into the ledger of shareholders or shareholders who have provided the company with prior notification of their address by submitting their share certificates or documentary proof of shareholding are notified by certified mail of the date of the meeting, agenda and newspapers in which the announcement has appeared or will appear. The provision of (Amended wording:OG-9/10/2020-31269) the second paragraph of Article 29 of Law number 6362 is reserved.

   (2) General meeting calls are made at least two weeks in advance excluding the dates of the announcement and meeting.

   (3) If the quorum cannot be fulfilled at the first meeting that is called, the general meeting is recalled under the same procedure. Provisions placed in the text of the announcement of the first meeting on the calling of a second meeting if the quorum cannot be fulfilled are void.

   (4) If the general meeting is postponed for one month at minority request by decision of the meeting chair pursuant to the first paragraph of Article 420 of the Code, the postponement decision is promulgated in the Turkish Commercial Registry Gazette and on the website of companies that are required to open websites within no more than five days of the date of the decision. The meeting is recalled in compliance with calling procedure such that the postponed general meeting is held one month later.

   Announcement content

   ARTICLE 11 - (1) Specification is made in announcements and letters sent to shareholders concerning the calling of general meetings of:

   a) The date and time of the meeting,

   b) The venue of the meeting,

   c) The agenda,

   ç) If amendment of the articles of association is on the agenda, the old and new forms of the article/articles undergoing amendment,

   d) Who the caller is,

   e) If the general meeting is being recalled with the first meeting having been postponed for any reason, the reason for postponement and the sufficient meeting quorum at the proposed meeting,

   f) In ordinary meeting announcements, that the financial statements, consolidated financial statements, board of directors’ annual activities report, audit report and board of directors’ proposed dividend are available for shareholders’ inspection, such that the company head office and branch addresses are specified, and

   g) (Repealed:OG-29/5/2021-31495).

   (2) Model powers of proxy for those who will be represented by proxy at the general meeting will also be included in the announcement to be made.

   Unannounced meeting

   ARTICLE 12 - (1) All shareholders or their representatives may, provided none of them raises an objection, assemble by way of general meeting without complying with the invitation procedure and this meeting may pass resolutions as long as it is quorate. The provisions on the holding of general meetings are reserved.

   Agenda

   ARTICLE 13 - (1) The matters listed below are included on the agenda of the ordinary general meeting:

   a) Opening and formation of the presiding board,

   b) Reading and discussion of the annual activities report compiled by the board of directors,

   c) Reading of the auditor’s reports,

   ç) Reading, discussion and approval of the financial statements,

   d) Absolving the board of directors’ members from liability,

   e) Allocation of profit and setting of the dividend and dividend rate,

   f) Setting of such entitlements as board of directors’ members’ emoluments and attendance allowances and bonuses and premiums,

   ğ) Election of board of directors’ members whose tenure has ended and, should the their tenures not be stipulated in the articles of association, their tenures,

   h) Election of the auditor, and

   ı) Any other matters deemed necessary.

   (2) Other matters deemed necessary must be expressly entered on the agenda. An item on the agenda in the form “Other matters deemed necessary” may not stipulated without the matter for discussion having being identified and entered on the agenda in advance.

   (3) Matters of all kinds that fall under the authority of the board of directors pursuant to statute and the articles of association and constitute the agenda of extraordinary general meetings may be entered on the agenda of the ordinary general meeting.

   (4) On timely application by a minority, the matters they wish to be discussed are placed on the agenda by the board of directors.

   (5) Matters whose discussion is wished for by the Ministry as a consequence of the audit conducted or for any reason must be placed on the agenda.

   (6) The agenda is set by the caller of the general meeting.

   Presiding board

   ARTICLE 14 - (1) If there is no provision to the contrary in the articles of association, the chair and if necessary vice chair who will run the general meeting will be elected by the general meeting.

   (2) The meeting chair will appoint the secretary and, if he sees fit, a vote collector and form the presiding board. If a separate secretary and vote collector have not been appointed, the duties falling to them are performed by the meeting chair. Expert persons may also be appointed by the meeting chair for technical procedures in the Electronic General Meeting System to be conducted simultaneously with the meeting. At single-shareholder companies, it is not necessary to (Amended wording:OG-9/10/2020-31269) form a presiding board or compile a list of permitted attendees at the general meeting.

   (3) (Appended:OG-27/10/2015-29515) The appointed meeting chair initially determines whether the documents conferring entitlement to attend the meeting were checked for statutory compliance by the management organ and signs the list of attendees.

   Documents to be available at the meeting

   ARTICLE 15 -(1) (a) The company’s articles of association,

   (b) The ledger of shareholders,

   (c) Newspaper or other documents showing the meeting was announced,

   (ç) Annual activities report compiled by the board of directors,

   (d) Auditor’s report,

   (e) Financial statements,

   (f) Agenda,

   (g) If amendment of the articles of association is on the agenda, letter of permission obtained from the Ministry at companies subject to permission, and, at other companies, draft amendment drawn up by the board of directors,

   (ğ) (Amended:OG-29/5/2021-31495) List of attendees, and, if available, schedule of shareholders supplied by the Central Securities Depository concerning the holders of bearer shares, and

   h) If the meeting has been recalled on postponement of the general meeting, the minutes relating to the previous meeting

will be available physically or electronically at the general meeting venue.

   List of attendees

   ARTICLE 16 -(1) (Amended:OG-29/5/2021-31495) The list of permitted attendees at the general meeting is compiled by the board of directors in accordance with, as concerns shares whose records are maintained pursuant to Article 13 of Law number 6362 and bearer shares, the schedule of shareholders supplied by the Central Securities Depository, or, with other shares, the ledger of shareholders records for holders of non-certificated or registered shares or share warrants, and the said list is signed by the chair of the board of directors or one of the members of the board of directors authorized by the chair.

   (2) The list of permitted attendees at the general meeting is drawn up as per the model in Annex-2.

   (3) The list of permitted attendees at the general meeting drawn up by the board of directors is signed by the shareholders or their proxies in attendance at the meeting, the meeting chair and, at meetings at which the Ministry representative’s attendance is required, by the Ministry representative and his name is included in the list of attendees.

   Compulsory meeting attendance

   ARTICLE 17 -(1) Executive directors and at least one board of directors’ member must be in attendance at general meetings. Other board of directors’ members may also attend the general meeting. At companies subject to audit, the auditor also attends general meetings.

   Right of attendance at the meeting

   ARTICLE 18 -(1) All shareholders included on the list of permitted attendees at the general meeting drawn up by the board of directors have the right of attendance at the general meeting. Such shareholders may either attend general meetings in person or send a third party to the general meeting as representative. An articles of association provision requiring the representative to be a shareholder is void.

   (2) Natural person shareholders sign the list of permitted attendees at the general meeting on presentation of their identification document, as do juristic person shareholders on presentation by persons authorized to (Amended wording:OG-29/5/2021-31495) represent the juristic person of their authorization documents along with their identification document. Attendees at the general meeting as representatives of natural or juristic person shareholders must also present their proxy forms.

   (3) (Amended:OG-29/5/2021-31495) Holders of bearer shares may attend the general meeting provided their names or business names appear on the schedule of shareholders supplied by the Central Securities Depository and they prove to the board of directors that they are in possession of bearer shares before signing the list of permitted attendees at the general meeting.

   (4) The possessor of bearer shares by virtue of pledge, right of retention, depository agreement and similar agreements may attend and vote at the general meeting if authorized pursuant to the provisions of this Regulation by the shareholder.

   (5) If there exists a right of usufruct over a share, unless agreed to the contrary, the right to attend the general meeting and vote is exercised by the usufructuary. Under such circumstances, the general meeting attendee must document that he or she is the usufructuary.

   (6) If a share is jointly owned by more than one person, they many only attend and vote at the general meeting through a representative that they appoint from among themselves or externally.

   (7) At non-publicly traded companies, the power of proxy must be compiled with notary certification (Repealed wording:OG-9/10/2020-31269) (…) as per the model in Annex-3 to enable holders of both registered and bearer shares to be represented by proxy at the meeting. With regard to appointments of representatives made on the Electronic General Meeting System, the provisions of Regulation on General Meetings Held Electronically at Joint-Stock Companies and regulations of the Capital Market Board on attendance and voting by proxy at general meetings at publicly traded companies are reserved.

   (8) By way of default, each shareholder is represented by one person alone at the general meeting. However, under circumstances in which more than one person is authorized to represent or more than one person authorized to (Amended wording:OG-29/5/2021-31495) represent juristic person shareholders is in attendance at the general meeting, votes may be cast by one of these alone. Specification must be made in the authorization document as to who is authorized to vote. The provision of this paragraph is not applicable to custodial proxies each of whom has the right to vote under circumstances where there is more than one custodian of the shares pursuant to Article 429 of the Code.

   (9) To enable representation of shareholders by their legal representatives at the general meeting, this is subject to documentation of this circumstance.

   Voting right and restrictions thereon

   ARTICLE 19 -(1) Each shareholder has at least one voting right at the general meeting. Shareholders exercise their voting rights physically or electronically in proportion to the total nominal value of their shares. However, in all cases, such higher sum as the articles of association envisage, or, failing this, the sum equivalent to one-quarter of the amount of the shares must be paid for a voting right to arise.

   (2) If preferential voting rights have been granted under the articles of association pursuant to the first and second paragraphs of Article 479 of the Code, preferential votes may not be exercised in the event of:

   (a) Amendment of the articles of association, or

   (b) The board of directors having been absolved from liability and pendency of a liability lawsuit against the board of directors.

   (3) No shareholder may vote in discussions regarding business or procedures of a personal nature or lawsuit before any judicial entity or arbitrator between the company and him/herself or his/her spouse, forebears and progeny or unincorporated businesses of which the latter are partners or incorporated companies under their control.

   (4) Members of the company board of directors and authorized signatories with managerial positions or their representatives may not exercise the voting rights arising from the shares they own regarding absolving the board of directors from liability. However, the said persons may exercise the voting rights of other shareholders who are not board of directors’ members in a representative capacity.

   Manner of voting

   ARTICLE 20 -(1) Without prejudice to specific provisions contained in specific legislation or the company articles of association and internal directives and resolutions passed at the general meeting, voting at the general meeting is conducted openly and by the raising of hands.

   (2) Provisions on voting at general meetings held electronically are reserved.

   Elements and duration of powers of proxy

   ARTICLE 21 -(1) Powers of proxy must include the company’s name, the date of the general meeting to which it applies, the proxy’s forename and surname and the number of shares of the shareholder and the latter’s forename and surname or business name and signature. Powers of proxy or general powers of attorney lacking any of these details are invalid. The relevant provisions of the Regulation on General Meetings Held Electronically at Joint-Stock Companies and regulations of the Capital Market Board are reserved.

   (2) Powers of proxy are valid for the general meeting they apply to and, unless a new proxy is appointed, meetings deemed legally to be their continuation. Meetings held in the event of postponement of the meeting due to the absence of a quorum, minority application, the general meeting’s resolution or any reason are deemed legally, provided the agenda is unchanged, to be the continuation of the previous meeting.

   Meeting and resolution quora

   ARTICLE 22 -(1) Unless the articles of association envisage a stricter quorum, shareholders or their representatives who represent at least one-quarter of company capital must be in attendance at general meetings held on matters apart from those set out in the following paragraphs. This quorum must be preserved throughout the meeting. If this quorum is absent at the first meeting, shareholders or their representatives who attend the second meeting to be held are authorized to discuss and vote regardless of the amount of the capital they represent. Resolutions are passed at the meeting with the majority vote of meeting attendees.

   (2) Resolutions on moving the company's seat abroad and to approve the assumption of liabilities and secondary liabilities to cure negative shareholders’ equity are passed with the unanimous vote of shareholders or their representatives who represent the entire capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (3) Resolutions on amending the articles of association with a view to completely changing the company’s area of operation are passed with the assenting votes of shareholders or their representatives who constitute at least seventy-five per cent of the capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (4) Without prejudice to the provisions of paragraph nine, resolutions on change of type are passed with two-thirds of the votes in attendance at the general meeting. However, for such resolution to be valid, the votes cast in favour of the resolution must represent two-thirds of the basic or issued capital. Should additional payment or personal performance obligations arise from the conversion of the company to a limited company or should the company be converted to a cooperative, resolutions are passed with the unanimous vote of all shareholders. If these quora are absent at the first meeting, the same quora are sought at the second meeting to be held.

   (5) Resolutions on splits are passed with three-quarters of the votes in attendance at the general meeting. However, for such resolution to be valid, the votes cast in favour of the resolution must represent the majority of the basic or issued capital. Should the existing shareholdings in the divesting company change as a result of the split, the divesting company’s resolution on the split must be passed by at least ninety per cent of shareholders having voting rights. If these quora are absent at the first meeting, the same quora are sought at the second meeting to be held.

   (6) Resolutions on mergers are passed with three-quarters of the votes in attendance at the general meeting. However, for such resolution to be valid, the votes cast in favour of the resolution must represent the majority of the basic or issued capital. However, if the merger agreement envisages a squeeze-out consideration, the merger agreement must be passed with the assenting votes of at least ninety per cent of shareholders having voting rights. Should the company’s area of operation change in full due to the merger, this resolution is passed with the quorum stipulated in paragraph three of this article, or, should partial change of the area of operation be envisaged, with the quorum stipulated in paragraph fifteen of this article. If these quora are absent at the first meeting, the same quora are sought at the second meeting to be held.

   (7) Resolutions on amendments to the articles of association concerning reduction of company capital are passed with the assenting votes of shareholders or their representatives who represent at least seventy-five per cent of the capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (8) Resolutions on amendments to the articles of association concerning the creation of preference shares and restrictions on the transfer of registered shares are passed with the assenting votes of shareholders or their representatives who represent seventy-five per cent of the total capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (9) At general meetings at companies whose shares are traded on stock exchanges at which resolutions on amendments to the articles of association concerning capital increases and increasing the registered capital ceiling and on mergers, splits and change of type are to be discussed, unless the articles of association envisage a stricter quorum, shareholders or their representatives who represent at least one-quarter of company capital must be in attendance and this quorum must be preserved throughout the meeting. If this quorum is absent at the first meeting, shareholders or their representatives who attend the second meeting to be held are authorized to discuss and vote regardless of the amount of the capital they represent. Resolutions are passed at the meeting with the majority vote of meeting attendees.

   (10) Resolutions to dissolve the company are passed with the assenting votes of shareholders or their representatives who represent seventy-five per cent of the total capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (11) Without prejudice to the provisions of specific laws and unless provided for to the contrary in the articles of association, general meeting resolutions on the issuing of all kinds of bonds, commercial paper, asset-backed securities, other debt notes including those made on a discounted basis, notes having redemption and conversion rights and all kinds of securities or on authorizing the board of directors in this regard are passed with the assenting votes of shareholders or their representatives who constitute at least seventy-five per cent of the capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (12) Resolutions at the general meeting on the bulk sale of a significant amount of company assets are passed with the assenting votes of shareholders who constitute at least seventy-five per cent of company capital. If this quorum is absent at the first meeting, the same quorum is sought at the second meeting to be held.

   (13) At the separate meeting of preference shareholders, shareholders or their representatives who hold at least sixty per cent of the capital consisting of preference shares must be in attendance. Resolutions are passed with the majority of the shares represented at the meeting.

   (14) Resolutions to abandon dissolution at companies that have commenced dissolution due to expiry of their duration or under a general meeting resolution are passed with the assenting votes of shareholders who constitute at least sixty per cent of company capital. To enable this decision to be passed, disposal of company assets must have been started.

   (15) Apart from the matters provided for in this article, shareholders representing half the company’s capital must be in attendance at general meetings at which amendments to the articles of association are to be discussed. If this quorum is absent at the first meeting, it is sufficient for shareholders representing at least one-third of the company’s capital to be in attendance at the second meeting to be held within one month at the latest. Resolutions are passed with the majority vote of meeting attendees.

   (16) Stricter quora may be stipulated in articles of association to enable the passing of resolutions at the general meeting on the matters set out in paragraphs three to fifteen of this article. In such cases, resolutions are passed in accordance with the quora in the articles of association at the said meetings.

   Opening and running the meeting

   ARTICLE 23 -(1) Meetings held by invitation of the board of directors are opened as specified in the internal directive, while those held by invitation of authorized persons apart from the board of directors are opened physically or electronically by these authorized persons if specification in this regard has not been made in the internal directive.

   (2) Following opening, the general meeting is run by the meeting presiding board formed pursuant to Article 14 of this Regulation.

   (3) The meeting continues once, at meetings at which the Ministry representative must be in attendance, the Ministry representative, or, at other meetings, the meeting chair has determined that the matters stipulated in the company articles of association and internal directive and the Code and other relevant legislation have been complied with and the necessary quorum has been fulfilled.

   (4) At single-shareholder joint-stock companies, this shareholder is vested with all the powers of the presiding board. To confer validity on resolutions the single shareholder passes, they must be in writing.

   Proclamation of representatives’ announcememnts

   ARTICLE 24 -(Repealed:OG-9/10/2020-31269)

   Discussion of the meeting agenda

   ARTICLE 25 -(1) Apart from the following exceptions, matters not included on the meeting agenda may not be discussed and put to the vote:

   a) Should the shareholders be in attendance in their entirety, matters may be added to the agenda by unanimous vote.

   b) Pursuant to Article 438 of the code, any shareholder’s request for a special audit is put to the vote of the general meeting irrespective of whether it is on the agenda.

   c) The dismissal of board of directors’ members and the election of their replacements is deemed related to the item on discussing the year-end financial statements and is discussed and put to the vote directly on request irrespective of whether an item in this regard is on the agenda.

   ç) Even if there is no item on the agenda, in the existence of such just causes as corruption, incompetence, breach of the duty of loyalty, difficulty in serving due to membership of multiple companies, incompatibility and abuse of influence, the dismissal of board of directors’ members and the election of their replacements is placed on the agenda with the majority vote of general meeting attendees.

   2) The order in which items are to be discussed may be altered with the majority vote of meeting attendees.

   3) Items on the agenda that have been discussed and put to the vote at the general meeting may not be discussed and put to the vote again without the unanimous resolution of the attendees.

   Taking the meeting minutes

   ARTICLE 26 -(1) Speeches made and resolutions passed at the general meeting are entered into the minutes by the presiding board. The general meeting minutes are taken at the meeting venue and during the meeting and at least in duplicate. The minutes are signed by the presiding board and, at meetings (Amended wording:OG-9/10/2020-31269) at which the Ministry representative must be in attendance or to which a Ministry representative is appointed on request pursuant to the second paragraph of Article 32, by the Ministry representative. At single-shareholder companies, the shareholder or his/her representative who attends the meeting must sign the meeting minutes.

   (2) Specification must be made in the minutes of the company’s name, the date and venue of the meeting, the company’s total capital and number of shares, the meeting quorum with indication of the total number and groups of the shares of shareholders or their representatives in attendance at the meeting and the total nominal value of their shares, and the questions asked and replies given at the general meeting, the number of assenting and dissenting votes for each resolution that is passed, if the Ministry representative is in attendance, his/her forename and surname and the date and number of his/her letter of appointment and, if an announced meeting is held, the manner in which invitation was made, or, if an unannounced meeting is held, to this effect, as in the model in Annex-4.

   (3) Resolutions passed at the meeting will be specified in the minutes also showing the total number of assenting and dissenting votes in a manner that leaves no room for doubt.

   (4) The opinions of those who dissent from resolutions passed at the meeting and wish to enter a dissenting opinion are entered into the minutes and dissenting opinions submitted in writing are annexed to the minutes. The name and surname of the shareholder who enters a dissenting opinion into the minutes are noted and indication is given that the dissenting opinion has been annexed. The dissenting opinion annexed to the minutes is also signed by the meeting chair and, at meetings attended by the Ministry representative, the Ministry representative.

   (5) Meeting minutes not signed by the meeting chair and, at meetings (Amended wording:OG-9/10/2020-31269) at which the Ministry representative must be in attendance or to which a Ministry representative is appointed on request, by the Ministry representative or by the attending shareholder or his/her representative at single-shareholder companies are void.

   Impermissibility of holding the meeting

   ARTICLE 27 -(1) The general meeting may not be held in the following cases:

   a) Non-attendance of the Ministry representative at the general meetings enumerated in Article 32.

   b) Non-attendance in person or by representation of all shareholders at meetings that are unannounced or not announced through the Turkish Commercial Registry Gazette.

   c) The raising of an objection to the holding of the meeting by one of them despite the attendance in person or by representation of all shareholders at meetings that are unannounced or not announced through the Turkish Commercial Registry Gazette.

   ç) Stay of holding the meeting by court order.

   (2) At companies where amendment of the articles of association is subject to ministerial approval, amendment of the articles of association itemed on the agenda may not be discussed unless approval for the amendment has been obtained.

   Postponement of the meeting

   ARTICLE 28 -(1) If, prior to the commencement of the meeting, it is ascertained that the minimum meeting quorum stipulated in the Code and articles of association has not been fulfilled or, at the outcome of a roll call conducted in the course of the meeting, that the shares represented fall short of the meeting quorum calculated as per the list of attending shares prior to the opening of the meeting, the meeting is postponed.

   (2) A general meeting that has been called in compliance with the Code and articles of association may only be postponed before the agenda is addressed and under a resolution to be passed by the general meeting.

   (3) At the request of minority shareholders holding at least one-tenth or, at publicly traded companies, holding one-twentieth of the capital, discussion of the financial statements and related matters must be postponed for one month by the meeting chair with no need for a general meeting resolution. All objections minority shareholders are to put forward against the financial statements must be raised at the first meeting and these must be minuted.

   (4) At meetings held following postponement, further postponement of discussion of the financial results for the same or different reasons may not be requested by minority shareholders. However, on request for postponement by minority shareholders due to the failure for a reply pursuant to true accountability principles to be forthcoming from the relevant parties on the minuted points under objection from the financial statements, the meeting is postponed for a further month.

   (5) On realization that the meeting cannot be held safely due to security factors, the meeting may be postponed by the presiding board through consultation with the law-enforcement forces and, if present, the Ministry representative.

   (6) On determination that the conditions have not been fulfilled of the Regulation on Holding General Meetings Electronically at Joint-Stock Companies for the operation of the Electronic General Meeting System at the general meetings of companies that implement the electronic general meeting attendance system pursuant to Article 1527 of the Code, the meeting may be postponed by the presiding board provided the Ministry representative is consulted.

   (7) (Appended:OG-9/10/2020-31269) The first paragraph of Article 22 is applied regarding the meeting and resolution quorum at general meetings held following postponement, except for the postponement of meetings for the reasons enumerated in the first paragraph.

   Procedures to be conducted at the end of the meeting

   ARTICLE 29 -(1) The meeting chair immediately supplies the company with a copy of the general meeting minutes and all other documents relating to the meeting including the list of attendees. Following the general meeting, the commercial registry office is immediately provided by the presiding board with a notarized copy of the general meeting minutes and, at meetings attended by the Ministry representative, a copy of the representative’s letter of appointment along with other documents requested by the commercial registry office.

   (2) The board of directors arranges for registration in the commercial register and promulgation in the Turkish Commercial Registry Gazette of all matters that are subject to registration and promulgation. Companies that are required to open websites also immediately post the general meeting minutes on their websites.

   (3) The meeting chair also supplies the Ministry representative with one copy of the list of attendees, the agenda and general meeting minutes.

   (4) It may be decreed by the Ministry that the documents stipulated in this Article be submitted on electronic platforms via the Electronic General Meeting System.

   (5) If documents concerning general meeting procedures are compiled electronically with a secure electronic signature, notarization is not required in the case of such documents.

   Undelegatable duties and powers of the general meeting

   ARTICLE 30 -(1) The general meeting may not delegate the following duties and powers to another organ or persons:

   a) Amendment of the articles of association.

   b) Electing and dismissing board of directors’ members, setting such entitlements of theirs as emoluments, attendance allowances, bonuses and premiums and resolving to absolve them from liability.

   c) Electing auditors apart from the exceptions stipulated in the Code.

   ç) Passing resolutions on financial statements, the board of directors’ annual activities report, disposition of annual profit, setting dividends and shares of profit and the use of reserve funds including adding reserve funds to capital or distributable profit.

   d) Passing resolutions on termination of the company or abandoning dissolution apart from the exceptions stipulated in the Code.

   e) The bulk sale of a significant amount of company assets.

   f) If their tenures have not been laid down in the articles of association, setting the tenures of board of directors’ members such that this does not exceed three years.

   g) Unless there is statutory provision to the contrary, issuing all kinds of bonds, commercial paper, asset-backed securities, other debt notes including those made on a discounted basis, notes having redemption and conversion rights and all kinds of securities or authorizing the board of directors in this regard.

   ğ) Passing resolutions on mergers, splits and change of type.

   h) Approving control agreements.

   ı) Approving or amending the internal directive on the substantive and procedural rules for the functioning of the general meeting.

   i) Approving the report drawn up by the board of directors on capital reduction.

   j) Approving contracts on the taking transfer or leasing of an undertaking or items for consideration in excess of one-tenth of the basic capital within two years of the founding date of the company.

   (2) Board of directors’ members to be elected pursuant to Sub-Paragraph b) of the first paragraph must:

   a) Have full capacity including natural persons registered on behalf of juristic persons,

   b) Without prejudice to the provision of Article 28 of the Civil Servants Law number 657 of 14/7/1965, not be civil servants,

   c) not have been declared bankrupt, and

   ç) satisfy the specific conditions imposed under specific legislation and/or the company’s articles of association.

   Preservation period

   ARTICLE 31 -(1) Documents relating to the general meeting must be preserved for a period of five years by the Ministry/provincial directorate.

   (2) Should the general meeting be held in another province apart from the province in which the company has its seat, the documents relating to the meeting are preserved by the provincial directorate in the place where the meeting is held.

   ARTICLE 32 -(1) The Ministry representative must be in attendance at the general meetings enumerated below and the second meetings held in the event of their postponement:

   a) At all general meetings of companies where amendment of the memoranda and articles of association is subject to ministerial approval, or, at other companies, at general meetings at which amendments of the articles of association relating to capital increase or reduction, transition to the registered capital system or exiting the registered capital system, increasing the registered capital ceiling or changing the area of activity, or mergers, splits or change of type appear on the agenda.

   b) At the general meetings of companies that implement the electronic general meeting attendance system.

   c) At all general meetings held abroad.

   ç) At separate meetings of preference shareholders held abroad.

   (2) At general meetings apart from those enumerated in the first paragraph, attendance by the Ministry representative is not mandatory at (Additional wording:OG-9/10/2020-31269) general meetings of single-shareholder companies apart from the general meetings of companies where amendment of the memoranda and articles of association is subject to ministerial approval and separate meetings of preference shareholders. However, the Ministry representative is appointed at the request of the callers of the general meeting and on approval of such request by the appointing body.

   (3) Regarding meetings at which the Ministry representative’s attendance is not mandatory, direct applications made by those apart from the callers to the appointing body for the appointing of the Ministry representative are not entertained. However, the request made by shareholders constituting at least one-tenth of the capital for the appointing of the Ministry representative whereby the reasons are also stated is made to the company for submission to the appointing body for consideration. Such request by the callers of the meeting must be forwarded to the appointing body.

   (4) At the meetings stipulated in the first paragraph and at meetings to which the Ministry representative is appointed pursuant to the second and third paragraphs, resolutions passed in the absence of the Ministry representative are void.

   (5) Notification is made by the appointing body to the relevant commercial registry office of persons appointed Ministry representative at company general meetings.

   Attributes of the Ministry representative

   ARTICLE 33 -(1) Representatives must possess the attributes enumerated below:

   a) Being employed as a tenured civil servant at the General Directorate or provincial directorates.

   b) (Amended:OG-27/10/2015-29515) Having passed the examinations laid down in the third paragraph.

   c) Possessing work-related responsibility and the ability to represent.

   ç) Being the graduate of at least a higher school.

   (2) Ministry representatives appointed to general meetings to be held electronically must additionally have attended training conducted by the Ministry on the functioning and use of the Electronic General Meeting System (Repealed wording:OG-9/10/2020-31269). Training arranged to this end may also be conducted through service procurement.

   (3) (Amended:OG-27/10/2015-29515) Staff to be appointed as representatives are given training whose content is determined by the Ministry and are subjected to written and oral examination following this training. With a view to maintaining the proficiency of staff appointed as representatives, proficiency maintenance training may be provided and written and/or oral examinations may be conducted at definite intervals by the Ministry. Those who fail such examinations may not be appointed as Ministry representatives. Furthermore, those who on three successive occasions fail examinations held for the purpose of enabling representational capacity and proficiency to be maintained may not enter any subsequent examination held for this purpose. Ministry representatives are appointed from among those who have passed such examinations. The substantive and procedural rules on the examinations to be conducted for selecting appointees as Ministry representatives are framed by the Ministry.

   Duties and powers of the Ministry representative

   ARTICLE 34 -(1) The Ministry representative’s basic duty is to supervise the holding of the general meeting in accordance with the Code, this Regulation, relevant legislation and articles of association. The Ministry representative monitors the compiling of the general meeting minutes. He/she ensures that the minutes are compiled in accordance with the provisions of the Code and this Regulation. The Ministry representative also has any statutory violations and improprieties he detects with regard to holding the meeting and passing resolutions entered into the meeting minutes and signs them along with the relevant parties.

   (2) Prior to the meeting, the Ministry representative shows the relevant parties his/her appointment letter and identification document.

   (3) Following the meeting, the Ministry representative obtains a copy of the list of attendees, agenda and general meeting minutes and submits these (Appended wording:OG-9/10/2020-31269) within one week to the General Directorate in the Ministry central organization or, in provinces, to the provincial directorate. Given the existence of such matters as circumstances that could not be specified in the meeting minutes despite violation of the provisions of the Code, articles of association and this Regulation during the meeting or the inability to open the meeting or the inability to conclude a meeting that had been opened for any reason, the Ministry representative compiles a report and submits this to the Ministry/provincial directorate (Appended wording:OG-9/10/2020-31269) along with the other documents. This report is preserved along with the general meeting documents. (Additional sentence:OG-9/10/2020-31269) The documents specified in this paragraph are uploaded to the relevant section on the Central Registry Record System by the Ministry Representative before submission to the General Directorate/provincial directorate.

   (4) The Ministry representative’s duties and powers in the first paragraph are performed by the meeting chair at meetings that are not attended by the Ministry representative.

   Requesting the Ministry representative

   ARTICLE 35 -(1) At general meetings called by the board of directors, for the Ministry representative to attend, application must be made at least ten days prior to the date of the meeting (Additional wording:OG-9/10/2020-31269) physically or electronically on the Central Registry Record System in a petition conforming to the model in Annex-1 with the venue, date and time of the meeting specified by any of the board of directors’ members or persons authorized to (Amended wording:OG-29/5/2021-31495) represent the company. Should the general meeting have been called by those authorized to call apart from the board of directors, the petition is signed by the latter. (Additional sentence:OG-9/10/2020-31269) In the event of the non-existence of the board of directors or the impossibility of fulfilling the board of directors’ meeting quorum and where it is wished to hold an unannounced meeting for the sole purpose of electing the board of directors’ members, the entirety of the shareholders or their representatives may request the appointing of the Ministry representative by means of a petition on which their signatures are notarized.

   (2) Permission for the application to be made in a timeframe shorter than ten days is subject to the petitioned body’s approval. In periods when general meetings are frequent, the General Directorate/provincial directorates are authorized to make regulations for the obtaining of appointments before commencing meeting convening procedures to avoid disruption to the appointing of Ministry representatives.

   (3) This period is thirty days for meetings held abroad.

   Documents to be appended to the application requesting the Ministry representative

   ARTICLE 36 -(1) The following documents are appended to the application petition:

   a) A notarized copy of the board of directors’ resolution or a certified photocopy of the relevant page of the resolution ledger certified as being a true copy by company authorized persons (Repealed wording:OG-9/10/2020-31269) (…).

   b) (Repealed:OG-9/10/2020-31269)

   c) If the general meeting is called by shareholders so permitted by the courts, a copy of the court order relating to this.

   ç) If the general meeting is called by a court-appointed curator, a copy of the court order relating to this.

   d) If the calling of the separate meeting of preference shareholders is based on a court order, a copy of the court order relating to this.

   e) The agenda.

   f) (Amended wording:OG-9/10/2020-31269) The document evidencing deposit of the Ministry representative’s emolument.

   The appointing of the Ministry representative

   ARTICLE 37 -(1) Authorization to appoint the Ministry representative at general meetings with domestic venues is vested in provincial governates.

   (2) If the meeting venue is abroad, application is made to the General Directorate and authorization to appoint the Ministry representative is vested in the General Directorate.

   (3) No appointment is made if the meeting falls on national holiday and general holiday dates specified in the Law on National Holidays and General Holidays number 2429 of 17/3/1981.

   (4) Appointees in a representative capacity who obtain a reprimand or harsher disciplinary penalty receive no appointments for a period of one year.

   (5) Provincial directors may be appointed as Ministry representatives provided the Ministry’s prior approval is obtained along with the reasons for this or at the Ministry’s behest.

   The Ministry representative’s emoluments and expenses

   ARTICLE 38 -(1) The emoluments of Ministry representatives appointed at companies’ general meetings held domestically are payable at three times the highest domestic daily sum paid to state civil servants as set annually under sub-paragraph (I-B) of schedule (H) of the Budget Law, and at four times for rest days.

   (2) The daily emoluments of Ministry representatives appointed at general meetings held abroad set for their particular salary grades/ranks by (Amended wording:OG-9/10/2020-31269)⁽²⁾ the Presidency pursuant to Article 34 of the Travel Expense Law number 6245 of 10/2/1954 are met by the company in question. Appointments made for this purpose may not exceed five days.

   (3) (Repealed:OG-9/10/2020-31269)⁽²⁾

   (4) Ministry representative emoluments are deposited (Amended wording:OG-9/10/2020-31269)⁽²⁾ into the relevant accounting unit account along with the taxes assessed on the emolument.

   (5) The travel expenses of the Ministry representative appointed to general meetings held abroad are covered by the company in question. With meetings held domestically, the return journey to and from the meeting venue is made in a vehicle to be supplied by the company. If this is not possible, travel expenses are covered by the company provided these are documented. No payment is made if the journey is made by his/her private car or expenses documents are not furnished. Substantive rules for the payment of sums deposited by companies to Ministry representatives are laid down by the General Directorate and communicated in writing to provincial directorates.

   Responsibilities of the Ministry representative and meeting chair

   ARTICLE 39 -(1) The Ministry representative and meeting chair must perform their duties impartially, honestly and carefully in compliance with the Code, this Regulation and relevant legislation.

   (2) For acting contrary to the first paragraph, the Ministry representative is both subjected to the disciplinary provisions of the State Civil Servants Law number 657 and also receives no appointments in a representative capacity for a certain time.

   (3) The meeting chair is liable to the company and shareholders for acting contrary to the first paragraph.

   ARTICLE 40 - (1) Apart from cases permitted by the Code, the internal directive does not contain provisions that restrict or eliminate shareholders’ rights of an indispensable nature such as to attend and vote at the general meeting, bring legal action and obtain, examine and audit information or the presiding board’s duties and powers arising under the Code.

   (2) Companies subject to specific statutes must also take the provisions of specific legislation to which they are subject into consideration alongside the matters set out in this Regulation in compiling the internal directive.

   (3) The board of directors compiles the internal directive in compliance with the provisions of the Code and this Regulation and the model in Annex-5, and it is placed into effect following approval by the general meeting.

   (4) Arrangement is made for registration in the commercial register and promulgation of the internal directive within fifteen days of approval by the general meeting. Additionally, companies that are required to open websites post it on the website within fifteen days of the date of promulgation.

   (5) The same procedure is followed with amendments made to the internal directive.

   Matters that are included as a minimum in the internal directive

   ARTICLE 41 - (1) The matters enumerated below must as a minimum be included in the internal directive to be compiled by the board of directors:

   a) Entrance to the meeting venue and opening of the meeting.

   b) Formation of the presiding board.

   c) The presiding board’s duties and powers.

   ç) The procedures to be conducted before moving on to discuss the agenda and the agenda.

   d) Procedures for speaking and voting at the meeting.

   e) Taking the meeting minutes.

   f) Procedures to be conducted at the end of the meeting.

   (2) The internal directive to be compiled by the board of directors must have content that conforms to the model internal directive in Annex-5. Apart from this, additional rules may be included that govern the functioning of the general meeting in substantive and procedural terms.

   Implementing the provisions of the internal directive

   ARTICLE 42 - (1) The internal directive on the substantive and procedural rules for the functioning of the general meeting is implemented, on behalf of the board of directors until the presiding board has been formed, by the chair or vice chair of the board of directors or a board of directors’ member whom the chair authorizes and, once the presiding board has been formed, by the meeting chair.

   Single-shareholder joint-stock companies

   ARTICLE 43 - (1) An internal directive containing the minimum elements set out in this Part must also be compiled by the management organs of single-shareholder joint-stock companies and such internal directive must be approved by the company general meeting. The single shareholder may perform all the duties stipulated for the meeting chair on his/her own.

   ARTICLE 44 - (1) Provided their shares and share certificates are entrusted to them, shareholders may authorize:

   a) For shares whose records are maintained pursuant to (Amended wording:OG-9/10/2020-31269) Article 13 of the Capital Market Law, (Amended wording:OG-9/10/2020-31269) brokers, or

   b) For other share certificates, alongside (Amended wording:OG-9/10/2020-31269) brokers, portfolio management companies, persons or entities authorized in relevant legislation to hold shares in custody and pledgees

as custodial proxies at company general meetings.

   Authorizing custodians as proxies and the proxy form

   ARTICLE 45 - (1) To enable the right to attend and vote at the general meeting conferred by the shares and share certificates they are entrusted with to be exercised by the custodian, there must be express provision in the contract between the beneficial owner and custodian that the voting rights conferred by these shares are to be exercised by the custodian or the proxy form compiled as per the model included in Annex-6 must be supplied. However, at companies that implement the Electronic General Meeting System, this authorization can also be given on the said system.

   (2) The authorization to attend and vote at the general meeting may be granted with limited duration or in perpetuity. The granting of such authorization does not eliminate the requirement for the custodian to obtain an instruction from the beneficial owner prior to each general meeting as to how the right to attend and vote is to be exercised.

   (3) The beneficial owner may change his/her proxy until one day prior to the general meeting.

   Requesting the instruction

   ARTICLE 46 - (1) Prior to each general meeting, the custodian must pursuant to Article 429 of the Code apply to the beneficial owner and request instruction as to how it is to vote on the matters on the general meeting agenda. Its attendance at the general meeting without having fulfilled this obligation does not constitute unauthorized attendance as per the second paragraph of Article 433 of the Code.

   (2) If no instruction is forthcoming from the beneficial owner despite timely notification having been made, the custodian casts its vote in accordance with the general instruction. If there is no such instruction, the custodian casts its vote in line with the board of directors’ recommendation.

   Conveying instructions

   ARTICLE 47 - (1) The beneficial owner conveys to the custodian his/her instructions as to how the right to attend and vote is to be exercised articulated in the form of assent or dissent to each item on the agenda in itemized form. This notification may be made by means of communication on which the parties agree provided it contains as a minimum the information in the model set out in Annex-7.

   (2) Instructions regarding general meetings held by companies that implement the electronic general meeting attendance and voting system pursuant to Article 1527 of the Code may also be conveyed to the custodian on the Electronic General Meeting System if technically capable of ensuring confidentiality.

   (3) If the general meeting is postponed, instructions given pursuant to the first and second paragraphs retain their validity for the general meeting constituting its legal continuation unless amended by the beneficial owner.

   (4) The beneficial owner may amend instructions he/she has previously given in the manner stipulated in the first and second paragraphs up until one day before the general meeting date.

   ARTICLE 48 - (1) The Regulation on the General Meetings of Incorporated Companies and the Ministry of Industry and Trade Commissaries to Attend Such Meetings promulgated in edition 22720 of the Official Gazette dated 7/8/1996 has been repealed.

   Existing Ministry commissaries

   TEMPORARY ARTICLE 1 - (1) Those previously appointed as Ministry commissaries to company general meetings are appointed as Ministry representatives to company general meetings until determination that they may be Ministry representatives has been made pursuant to Article 33 of this Regulation.

   Compilation of the internal directive

   TEMPORARY ARTICLE 2 - (1) The internal directive to be compiled by the board of directors in compliance with the provisions of this Regulation must at the latest be submitted for approval at the ordinary general meeting to be held in 2013.

   Transitional provision for holders of bearer shares

   TEMPORARY ARTICLE 3 – (Amended:OG-29/5/2021-31495)

   (1) Until 31/12/2021, the callers of the general meeting also include on the list of permitted attendees at the general meeting shareholders who have applied to the company for notification to the Central Securities Depository pursuant to Temporary Article 14 of the Code but have not yet been notified to the Central Securities Depository. The holder of bearer shares signs the list of permitted attendees at the general meeting on presentation, if they are a natural person, of their identification document, or, if they are a juristic person, of the authorization document attesting to their authorization to represent the juristic person along with their identification document

   Entry into force

   ARTICLE 49 - (1) The following parts of this Regulation enter into force:

   a) Sub-paragraph (b) of the second paragraph of Article 19 on 1/7/2013,

   b) The provisions on required posting on websites on 1/10/2013, and

   c) The other provisions on the date of their promulgation.

   Enforcement

   ARTICLE 50 - (1) The provisions of this Regulation are enforced by the Ministry of (Repealed wording:OG-9/10/2020-31269) (…) Trade.

   ⁽¹⁾ With the Regulation titled, “Regulation on the Procedural and Substantive Rules for Joint-Stock Companies’ General Meetings and the Representatives of the Ministry of Customs and Trade to Attend Such Meetings”, it was amended in edition 31269 of the Official Gazette dated 9/10/2020 as it appears in the text.

   ⁽²⁾ This amendment enters into force one month after the date of its promulgation.

   ARTICLE 1 - (1) The purpose of this Internal Directive is to establish the substantive and procedural rules for the functioning of ………… Joint-Stock Company’s general meeting within the framework of the Code, relevant legislation and articles of association. This Internal Directive covers all ordinary and extraordinary general meetings of ………… Joint-Stock Company.

   Basis

   ARTICLE 2 - (1) This Internal Directive has been drawn up by the board of directors in accordance with the provisions of the (Amended wording:OG-29/5/2021-31495) Regulation on the Procedural and Substantive Rules for Joint-Stock Companies’ General Meetings and the Ministry Representatives to Attend Such Meetings.

   Definitions

   ARTICLE 3 - (1) The terms below used in this Internal Directive have the following meanings:

   a) Sitting: A one-day assembly of the general meeting,

   b) Code: The Turkish Commercial Code number 6102 of 13/1/2011,

   ç) Session: Each section of each sitting that is interrupted for rest and meal breaks and similar reasons, and

   d) Presiding board: The board elected in accordance with Article 419 of the Code by the general meeting to run the meeting consisting of the meeting chair and, if necessary, the vice chair elected by the general meeting and the secretary and, if the meeting chair sees fit, vote collector appointed by the meeting chair.

   ARTICLE 4 - (1) The meeting is held in accordance with the provisions of the Code, relevant legislation and articles of association.

   Admission to meeting venue and arrangements

   ARTICLE 5 - (1) Shareholders listed on the list of attendees compiled by the board of directors and their proxies, board of directors’ members, if applicable, the auditor and, if appointed, the Ministry representative and persons elected or appointed to the presiding board may enter the meeting venue. (If admission to the meeting venue is also envisaged for such persons as the company’s other managers and staff, guests, audiovisual recording technicians or members of the press, stipulation to this effect will additionally be made in the Internal Directive.)

   (2) On admission to the meeting venue, it is required for natural person shareholders and proxies appointed over the electronic general meeting system set up pursuant to Article 1527 of the Code to present identification, for natural person proxies to present their identification along with their proxy forms and for juristic person shareholders to present their authorization document and in the process sign at the places appointed for them on the list of attendees. The said checking procedures are carried out by the board or directors or one or more board of directors’ members appointed by the board of directors or a person or persons appointed by the board or directors.

   (3) The tasks of arranging the meeting venue so as to accommodate all shareholders and making available such stationery, documents and equipment at the meeting venue as will be needed during the meeting are performed by the board of directors. (If audiovisual recording of the meeting is to be made, stipulation to this effect will be made in the Internal Directive.)

   Opening the meeting

   ARTICLE 6 - (1) The meeting is opened on the noting by the board of directors’ chair or vice chair or one of the board of directors’ members that the quorum specified in Articles 418 and 421 of the Code has been fulfilled at the preappointed time (Without prejudice to the provisions for the unannounced meeting laid down in Article 416 of the Code) at the place where the company has its seat (If there is a provision to the contrary in the articles of association, stipulation to this effect will be made .). (If there is a provision to the contrary in the articles of association, stipulation in this regard will be made .)

   Formation of the presiding board

   ARTICLE 7 - (1) Election is initially made under the supervision of the person who opens the meeting pursuant to the provision of Article 6 of this Internal Directive from among the nominated candidates of a chair and, if deemed necessary, a vice chair, who need not be shareholders, so as to be responsible for running the general meeting.

   (2) At least one secretary and, if deemed necessary, an adequate number of vote collectors are appointed by the chair. (If there is a provision to the contrary in the articles of association, stipulation to this effect and, at single-shareholder joint-stock companies, the point that this shareholder may perform all duties envisaged for the presiding board is included in the internal directive. Additionally, for companies that use the electronic general meeting system, stipulation is also made in the internal directive that expert persons may be appointed by the meeting chair so that technical procedures may be conducted simultaneously with the meeting.)

   (3) The presiding board is authorized to sign the meeting minutes and all other documents underlying these minutes.

   (4) In running the general meeting, the meeting chair acts in compliance with the provisions of the Code, articles of association and this Internal Directive.

   The presiding board’s duties and powers

   ARTICLE 8 - (1) The presiding board performs the following duties under the chair’s supervision:

   a) Examine whether the meeting is being held at the address set out in the announcement and, if specified in the articles of association, whether the meeting venue conforms to this.

   b) Examine and make corresponding entry into the meeting minutes whether the general meeting was called in the manner set out in the articles of association through an announcement promulgated on the websites of companies that must open websites and in the Turkish Commercial Registry Gazette, whether this announcement was made at least two weeks before the date of the meeting excluding the dates of the announcement and meeting and whether shareholders entered into the ledger of shareholders and shareholders who had previously notified their addresses to the company having submitted their share certificates or documents testifying to their shareholdings were notified by certified mail of the date and agenda of the meeting and the newspapers in which the announcement appeared or will appear.

   c) Check whether those unauthorized to enter to the meeting venue came into the meeting and whether the duties provided for in the second paragraph of Article 5 of this Internal Directive concerning admission to the meeting venue were performed by the board of directors.

   ç) If the general meeting assembles unannounced pursuant to Article 416 of the Code, examine whether all shareholders or their proxies are in attendance and whether they object to the meeting being held in this manner and whether the quorum was preserved until the end of the meeting.

   d) Determine and make corresponding entry into the meeting minutes that the articles of association, incorporating amendments if they have been amended, ledger of shareholders, board of directors’ annual activities report, auditor’s reports, financial statements, agenda, the draft amendment compiled by the board of directors if amendment of the articles of association is tabled and, if amendment of the articles of association is subject to Ministry of Trade permission, the letter of permission obtained from the Ministry and annexed draft amendment, list of attendees, the postponement record relating to the previous meeting if the general meeting has been occasioned by postponement and all other necessary meeting-related documents are present without exception at the meeting venue.

   e) On objection or if needed, check the identity of those attending the general meeting in person or by proxy having signed the list of attendees and checking the veracity of proxy forms.

   f) Determine and make corresponding entry into the meeting minutes whether the executive directors and at least one board of directors’ member and, at companies subject to auditing, the auditor are in attendance at the meeting.

   g) Operate the general meeting within the ambit of the agenda, prevent deviations from the agenda apart from the exceptions stipulated in the Code, facilitate meeting orderliness and take the necessary measures to this end.

   ğ) Open and close sittings and sessions and close the meeting.

   h) Read or have read to the general meeting resolutions, drafts, records, reports, motionss and similar documents relating to matters under debate and grant the floor to those wishing to speak regarding these.

   ı) Put resolutions to be passed by the general meeting to the vote and announce the results.

   i) Monitor that the minimum quorum for the meeting is preserved at the start and conclusion of the meeting and for its duration and that resolutions are passed in compliance with the quora stipulated in the Code and articles of association.

   j) Prevent those not entitled to vote pursuant to Article 436 of the Code from voting on the resolutions set out in the said article and observe all kinds of restrictions on voting rights imposed pursuant to the Code and articles of associations.

   k) At the request of holders of one-tenth of the capital (one-twentieth at publicly traded companies), postpone discussion of the financial statements and debate of matters related to them so as to be addressed at a meeting to be held one month later with no need for the general meeting to pass a resolution in this regard.

   l) Ensure that minutes are taken pertaining to the functioning of the general meeting, minute objections, sign resolutions and minutes and indicate the assenting and dissenting votes in respect of resolutions passed at the meeting in the meeting minutes in a way that leaves no room for doubt.

   m) At the end of the meeting, provide with this minuted one of the attending board of directors’ members with the meeting minutes, board of directors’ annual activities report, auditor’s reports at companies subject to auditing, financial statements, list of attendees, agenda, motions, if applicable, voting slips and records and all meeting-related documents.

   Procedures to be conducted before moving on to discuss the agenda

   ARTICLE 9 - (1) The meeting chair reads or has read the general meeting agenda. Inquiry is made by the chair as to whether there is a motion for amending the order in which the items on the agenda are discussed and, if so, this matter is put to the vote of the general meeting. The order in which the items on the agenda are discussed may be amended at the majority vote of meeting attendees.

   Agenda and discussing the items on the agenda

   ARTICLE 10 - (1) The following matters must be included on the ordinary general meeting agenda:

   a) Opening and formation of the presiding board.

   b) Discussion of the board of directors’ annual activities report, the auditor’s reports at companies subject to auditing and the financial statements.

   c) Absolving the board of directors’ members and, if applicable, auditors from liability.

   ç) Election of board of directors’ members whose tenure has ended and, at companies subject to auditing, the auditor.

   d) Setting of such entitlements as board of directors’ members’ emoluments and attendance allowances and bonuses and premiums.

   e) Allocation of profit and setting of the dividend and dividend rate.

   f) Discussion of amendments to the articles of association, if any.

   g) Any other matters deemed necessary.

   (2) The agenda of extraordinary general meetings consists of the reasons that compelled the convening of the meeting.

   (3) Apart from the exceptions set out below, matters not included on the meeting agenda may not be discussed and put to the vote:

   a) Should the shareholders be in attendance in their entirety, matters may be added to the agenda by unanimous vote.

   b) Pursuant to Article 438 of the code, any shareholder’s request for a special audit is put to the vote of the general meeting irrespective of whether it is on the agenda.

   c) The dismissal of board of directors’ members and the election of their replacements is deemed related to the item on discussing the year-end financial statements and is discussed and put to the vote directly on request irrespective of whether an item in this regard is on the agenda.

   ç) Even if there is no item on the agenda, in the existence of such just causes as corruption, incompetence, breach of the duty of loyalty, difficulty in serving due to membership of multiple companies, incompatibility and abuse of influence, the dismissal of board of directors’ members and the election of their replacements is placed on the agenda with the majority vote of general meeting attendees.

   (4) An item that has been discussed and resolved on at the general meeting may not be discussed and resolved on again without the unanimous resolution of the attendees.

   (5) Matters whose discussion at the company general meeting is wished for by the Ministry at the outcome of the audit that has been conducted or for any reason are placed on the agenda.

   (6) The agenda is set by the caller of the general meeting.

   Taking the floor at the meeting

   ARTICLE 11 - (1) Shareholders and other interested parties who wish to take the floor on an item of the agenda under discussion inform the presiding board accordingly. The board announces to the general meeting who is to take the floor and grants the floor to these people in the order in which they applied. If a person whose turn to speak comes is not at the meeting venue, s/he forfeits the right to speak. Speeches are addressed to the general meeting from the place appointed for this. People may exchange turns to speak among themselves. If speaking time is limited, a person whose turn has come and has taken the floor may only continue to speak on expiry of his or her speaking time if the first person who is to speak after him or her cedes his or her right to speak and for that person’s speaking time. S/he may not extend his or her speaking time in another way.

   (2) The sequence of turns notwithstanding, the floor may be granted by the meeting chair to board of directors’ members and the auditor who wish to comment on matters under discussion.

   (3) The amount of speaking time is resolved on by the general meeting in response to a motion by the chair or shareholders in accordance with the weight of the agenda, the volume and importance of the matters awaiting discussion and the number of those wishing to take the floor. Under such circumstances, the general meeting separately resolves, first on whether speaking time needs to be limited, and then as to what the time should be.

   (4) With reference to the submission of opinions and motions from shareholders or their proxies attending the general meeting electronically pursuant to Article 1527 of the Code, the procedural and substantive rules of the said article and subsidiary regulations are applied.

   Voting and voting procedure

   ARTICLE 12 - (1) Before voting commences, the meeting chair declares the matter being put to the vote to the general meeting. If a draft resolution is to be put to the vote, the vote is proceeded to once this has been set out in writing and read. Once it is declared that the vote is to be moved on to, the floor may only be requested on matters of procedure. If there is a shareholder who is not granted the floor at this time despite so requesting, s/he exercises his or her right to speak provided s/he makes a reminder and this is verified by the chair. The floor is not granted once voting is underway.

   (2) Votes on matters under discussion at the meeting may be cast by the raising of hands or standing or separate declarations of assent or dissent. These votes are counted by the presiding board. If need be, the presiding board may appoint an adequate number of people to assist in counting the vote. Those who do not raise their hands, stand or make declaration in any way are deemed to have cast dissenting votes and such votes are interpreted as having been cast in opposition to the resolution in question. (If voting methods apart from those set out in this article are envisaged, specification is made in the Internal Directive.)

   (3) With reference to the casting of votes by shareholders or their proxies attending the general meeting electronically pursuant to Article 1527 of the Code, the procedural and substantive rules of the said article and subsidiary regulations are applied.

   Taking the meeting minutes

   ARTICLE 13 - (1) The list of attendees showing shareholders or their proxies and their shareholdings and the groups, numbers and nominal value thereof is signed by the meeting chair and it is ensured by him or her that a summary of the questions asked and replies given, the resolutions passed and the number of assenting and dissenting votes for each resolution at the general meeting are clearly shown in the minutes and that the minutes are taken in accordance with the substantive rules laid down in the Code and relevant legislation.

   (2) The general meeting minutes are taken at the meeting venue and during the meeting by typewriter, computer or in legible handwriting using a pen. For the minutes to be written on a computer, there must be a printer to enable printouts to be obtained at the meeting venue.

   (3) The minutes are compiled at least in duplicate and each page of the minutes is signed by the presiding board and, if in attendance, the Ministry representative.

   (4) Specification must be made in the minutes of the company’s commercial name, the meeting date and venue, the total nominal value and number of the company’s shares, the total number of shares represented in person and by proxy at the meeting, the forename and surname and date and number of his/her letter of appointment of the Ministry representative, if in attendance, and, if an announced meeting is held, the manner in which invitation was made, or, if it is held unannounced, to this effect.

   (5) The number of votes in respect of resolutions passed at the meeting will be set out in figures and words in a way that leaves no room for doubt.

   (6) The forenames and surnames of those who cast dissenting votes against resolutions passed at the meeting and wish to have this dissent minuted are entered into the minutes along with the reasons for the dissent.

   (7) If the reason for the dissent is submitted in writing, this text is annexed to the minutes. The forename and surname of the dissenting shareholder or his/her proxy is noted in the minutes and indication is given that the dissenting text has been annexed. The dissenting text annexed to the minutes is signed by the presiding board and, if in attendance, the Ministry representative.

   Procedures to be conducted at the end of the meeting

   ARTICLE 14 - (1) At the end of the meeting, the meeting chair provides each board of directors’ member who attended the meeting with a copy of the minutes and all other documents relating to the general meeting. This circumstance is captured in a separate record to be compiled among the parties.

   (2) The board of directors must submit a notarized copy of the minutes to the commercial registry office and arrange for the registration and promulgation of matters in these minutes that are subject to registration and promulgation within at most fifteen days of the meeting date.

   (3) The minutes must also be posted on their websites by companies that are required to open websites within at most fifteen days of the date of the general meeting.

   (4) The meeting chair also supplies a copy of the list of attendees, agenda and general meeting minutes to the Ministry representative, if in attendance.

   Electronic attendance at the meeting

   ARTICLE 15 - (1) In the event that electronic attendance at the general meeting is enabled pursuant to Article 1527 of the Code, the procedures to be carried out by the board of directors and presiding board are performed with reference to Article 1527 of the Code and relevant legislation.

   ARTICLE 16 - (1) The provisions of the (Amended wording:OG-29/5/2021-31495) Regulation on the Procedural and Substantive Rules for Joint-Stock Companies’ General Meetings and the Ministry Representatives to Attend Such Meetings regarding the requesting of the representative for meetings at which the Ministry representative’s attendance is required and this representative’s duties and powers are not prejudiced.

   (2) In the drawing up of the list of those who may attend the general meeting and of attendees and the compilation of proxy forms for use at the general meeting and the meeting minutes, the provisions of the Regulation mentioned in the first paragraph must be adhered to.

   Situations on which the Internal Directive is silent

   ARTICLE 17 - (1) If a situation on which the Internal Directive is silent is encountered at meetings, action is taken as per a resolution to be passed by the general meeting.

   Adoption and amendments of the Internal Directive

   ARTICLE 18 - (1) This Internal Directive is placed into effect, registered and promulgated by the board of directors with the approval of ………… Joint-Stock Company’s general meeting. Amendments to be made to the Internal Directive are subject to the same procedure.

   Effectiveness of the Internal Directive

   ARTICLE 19 - (1) This Internal Directive was adopted at the general meeting dated ………… of ………… Joint-Stock Company and takes effect on the date of its promulgation in the Turkish Commercial Registry Gazette.

   REMARKS:

   As the Internal Directive has been compiled by partnerships limited by shares whose capital is divided into shares:

   1) The term “board of directors” included in this model internal directive is amended to “manager” or “managers”, as are “joint-stock company” to “partnerships limited by shares whose capital is divided into shares” and “shareholder” to “partner”.

   2) The provisions made for single-shareholder joint-stock companies, conversely, will not be included in the Internal Directive.