a)
Authorized bodies to call
general assembly meetings
A general assembly meeting can be called in the following ways:
- The board of directors of a company may call a general assembly of the company even in the case where the term of office of board is due,
- The general assembly may also be convened by the liquidation officer for issues related to his/her duty (such as in the case where a company is in liquidation),
- In the case where the board of directors cannot meet or if it is not possible to constitute a quorum or a quorum is not present, a shareholder owing one share may convoke the general assembly with the permission of the court. The court decision is final.
b)
Minority rights to call general
assembly meetings
(i) General
Shareholders having at least 10% of the capital in unquoted companies and 5% in quoted companies may call the general meeting of shareholders by requesting from the board of directors stating the reasons for such a call and the proposed agenda. If the general meeting is already due to be held, the aforementioned minorities may request from the board the inclusion of the proposed resolutions into the meeting agenda to be passed in the meeting.
The request regarding the inclusion of items in the meeting agenda must be communicated before the date on which the payment is made for the call announcement as published in the Turkish Trade Registry Gazette. The requests for the meeting call and items to be included in the meeting agenda must be made through a notary.
Upon acceptance of the call request, the board of directors must call the general assembly to convene a meeting to be held within 45 days. Otherwise, the call is made by the shareholders who have requested the meeting.
(ii) Court decision to call general assembly meetings
In cases where the requests of shareholders as to the call of a general assembly or the matters to be included in the meeting agenda by the board of directors are rejected or no positive answer is given to the request within 7 days, the commercial court of the first instance at the location of the company's headquarters may rule to call the general assembly to convene the meeting upon requests of minority shareholders. If the court considers that the meeting is necessary, it appoints an administrator to prepare the meeting agenda and to make the call in accordance with the provisions of law. The court decision indicates the duties and authorities of the administrator to prepare required documentation for the meeting. The court awards a judgment without hearing if there is no requirement. The court decision is final.
c) Agenda
The agenda of a general assembly meeting is determined by the person(s) who called the assembly.
The items which are not included in the agenda cannot be discussed in the meeting and for such items resolutions cannot be adopted.
d) Forms of the call
(i) General
The general assembly is called to convene the meeting, as specified in the articles of association, through a notice published on the website of the company and the Turkish Trade Registry Gazette. This call must be made two weeks before the meeting date, excluding the notice date and meeting date. The shareholders must be informed of the date of the meeting as well as the agenda and the newspapers where the notice has been published or will be published by the registered and reply paid letter.
(ii) Shareholders authorized to attend to the general assembly meeting
The shareholders whose names are included in the list of attendees prepared by the board of directors may attend to the general assembly meeting.
(iii) General assembly without a call
Shareholders owing all shares or their representatives may convene as a general assembly without compliance with the call procedures in law provided that no shareholder has an objection. In this meeting resolutions may be adopted in the case where a quorum is present. In the general assembly held without a call, new agenda items may be added to the meeting agenda with unanimous consent of the shareholders. Any contrary provision as set out in the articles of association is not valid.
