a)
Attendees list
The board of directors prepares an attendees list for the general assembly meeting. The board of directors prepares the attendees list with respect to the shareholders which have been dematerialized by the Capital Markets Board of Turkey based on the shareholders to be provided by the Central Securities Depository.
The attendees list is signed by the board chairman and made available at the location where the meeting will be held. The list particularly indicates names and surnames of shareholders or their titles, addresses, the number of shares owned, the nominal value of shares, share groups, main capital as well as paid-up portion and issued capital of the company and the signatures of attendees.
The list signed by the shareholders who attended the general assembly is called as "attendees list”.
b)
Meeting quorum
The general assembly meeting quorum is constituted with the participation of shareholders representing at least one fourth of the nominal value of share capital of the company in person or by proxy unless a higher meeting quorum is required by law and articles of association. It is mandatory that this quorum must be present during the meeting. If a meeting quorum is not present in the first meeting, no quorum is necessary in the second adjourned meeting.
Resolutions are adopted by the majority of votes present at the meeting.
c)
Chairman and internal directive
The general assembly is chaired with a person who is elected by the general assembly unless otherwise stated in the articles of association. It is not necessary that the chairman be a shareholder. The chairman determines a secretary, a scrutineer and an assistant chairman if deemed necessary.
The board of directors of the joint stock company prepares an internal directive that includes policies, procedures and working practices of the general assembly. The minimum content of such an internal directive is determined by the Ministry of Customs and Trade. The directive becomes effective when it is approved by the general assembly.
d)
Adjourned meetings
The general assembly meeting can be adjourned, with the decision of the meeting chairman, for a month for discussion of financial statements and related matters upon requests of shareholders having at least 10% of the capital in unquoted companies and 5% in quoted companies. There is no requirement for a resolution of the general assembly to approve this decision. The adjourned meeting is communicated to the shareholders through the notice in accordance with law and published on the website of the company. The general assembly is called for the next meeting according to the procedures as described by law.
e) Meeting quorum requirements in amending articles of association
- The general assembly meeting quorum required to amend the articles of association is constituted with the participation of shareholders representing at least half of the nominal value of share capital of the company. The related resolution should be adopted by the majority of votes present at the meeting.
- If at the first meeting to consider the resolution, a quorum is not present, a second meeting may be held within a month at the latest. In the second meeting the participation of shareholders representing at least two thirds of the nominal value of share capital of the company is required to constitute a quorum.
- The provisions as set out in the articles of association that decrease the quorum or stipulate proportionate majority are invalid.
- The following amendments in the articles of association require unanimous consent of the shareholders (in person or by proxy):
- Obligation and secondary obligation for compensating balance sheet losses,
- Moving of company headquarters out of the country to a foreign country.
- The following amendments in the articles of association require the participation of shareholders (in person or by proxy) representing at least 75% of the nominal value of share capital of the company:
- Changing the company's scope of activity,
- Introducing capital shares with privileged voting rights,
- Restriction on the transfers of registered shares.
If a meeting quorum is not present in the first meeting, the same meeting quorum is required in the following meeting.
- In order for the general assembly of a quoted company to decide on the following matters, the resolution requires the votes of one fourth of shareholders present in person or by proxy. If a meeting quorum is not present in the first meeting, no quorum is necessary in the second meeting:
- Increase of capital and the registered capital ceiling,
- Merger, division and conversion.
f) Minutes of Meeting
Minutes of meeting indicates the shareholders and their representatives, number of shares owned by them, their groups, nominal values, questions asked in the general assembly meeting and answers, resolutions adopted positive and negative votes for each resolution. The minutes must be signed by the chairman of the assembly and ministry commissar; otherwise they are not valid. The board of directors is liable to submit the notarized meeting minutes to the trade registry without delay and register and announce the issues that are subject to registry and announcement.
g) Impact of resolutions
Resolutions adopted at the general assembly meeting are binding for those who are not present at the meeting or those who voted negatively.
h) Resolution with regard to the approval of balance sheet
The resolution approving the balance sheet results in the release of management and auditors unless otherwise stated in the resolution. Nevertheless, if certain issues have not been stated or not stated to the extent necessary on the balance sheet or the balance sheet has not been prepared in accordance with a true and fair view and this has been done intentionally, the approval does not result in the release of management and auditor.
