Amendments to the Regulation on the General Assembly Meetings of Joint Stock Companies

The Regulation on the Amendment to the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings (“Regulation”) entered into force through publication in the Official Gazette dated 29.05.2021 and numbered 31495.

The Regulation introduces amendments regarding bearer share certificates. These amendments are summarized below:

• The shareholders chart obtained from the Central Registry Agency (“CRA”) regarding the holders of bearer shares, if any, shall be made available at the general assembly meetings.
• The list of attendants shall be prepared according to the shareholders chart provided by the CRA for the bearer shares.
• The holders of bearer share certificates can attend the general assembly meetings through (i) showing their names or titles in the shareholders chart obtained from the CRA, and (ii) evidencing to the board of directors that they hold the relevant bearer share certificate prior to signing the list of those entitled to attend the general assembly meeting.
• Lastly, as per the provisional article introduced for the holders of bearer share certificates, until the date of 31.12.2021, those who have called the general assembly for a meeting will be able to include the shareholders who have applied to the company to be notified to the CRA in accordance with the Provisional Article 14 of the Turkish Commercial Code No. 6102, but have not yet been notified to the CRA, in the list of those entitled to attend the general assembly meeting. In such a case, holder of a bearer share certificate can sign the list of those entitled to attend the general assembly meeting through submitting identity card, if real person, or certificate of authority as well as identity card, if legal entity.

You may find the Turkish version of the Regulation here.