Regulation Regarding Amendments to the Regulation Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry of Custom and Trade Representatives Attending the Meetings (the “Amending Regulation”) has been published on the Official Gazette No. 31269 dated 09.10.2020 and brings important changes to the Regulation on Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry of Custom and Trade Representatives Attending the Meetings (the “Regulation”) which was published on the Official Gazette No. 28481 dated 8.11.2012.

The Amending Regulation has changed the name of the Regulation as “Regulation on Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives Attending the Meetings”.

Important changes in relation to the procedures and principles of general assembly meetings of joint-stock companies and the Ministry representatives brought by the Amending Regulation drafted by the Ministry of Commerce (the “Ministry”) are listed as follows:

• The requirement to have a Ministry representative present at the general assembly and special assembly of privileged shareholders meetings of companies with sole shareholder is lifted except for companies that are subject to Ministry approval in terms of their establishment and articles of association changes,
• In the event of representation of a shareholder with a proxy in the general assembly meetings of non-public companies, the proxy is required to submit a notarised Power of Attorney for attending the meeting and representation with non-notarised PoAs with a signature declaration will no longer be accepted accordingly,
• It is now possible to apply for Ministry representative for general assembly meetings via MERSIS system,
• Preparing a list of those who can attend the general assembly meeting of joint-stock companies with a sole shareholder is no longer mandatory.

Ministry Representative’s Attendance

According to the amended Article 32/2 of the Regulation by the Amending Regulation, it is no longer mandatory to have a Ministry representative attendance at the general assembly and special assembly of privileged shareholders meetings of companies with sole shareholder except for the general assembly meetings listed below:

• All general assembly meetings of the companies that are subject to Ministry approval in terms of their establishment and articles of association changes,
• General assembly meetings of other companies in which capital increase or decrease, switching to or leaving the registered capital system, increasing registered capital cap or change of activities and mergers, acquisitions or change of company type are in the meeting agenda,
• General assembly meetings of the companies conducting the general assemblies in electronic environments,
• All general assembly meetings conducted in foreign countries,
• All special assembly meetings for privileged shareholders conducted in foreign countries.

Attendance in the Meetings with a Proxy

According to the changes brought by the Amending Regulation to Article 18/7 of the Regulation which regulates the right to attend the meeting, the option of submitting a signature declaration together with non-notarised PoAs is lifted. The proxy is required to submit a notarised Power of Attorney for attending the meeting and representation with non-notarised PoAs with a signature declaration will no longer be accepted accordingly.

Application for Ministry Representative via MERSIS

With the amendment made to the s. 35 of the Regulation, it is now possible for the board members or representatives of the company to make an application for Ministry representative for the general assembly meetings that are subject to Ministry representative attendance together with the petition form attached to the Regulation in person or in an electronic environment via  MERSIS ten days before the meeting date at the latest.

The insertion made to the s.35 also provides an opportunity to make an application for Ministry representative with a notarised petition involving all shareholders’ signatures in the event of the following circumstances: (i) the board of directors does not exist or (ii) it is not possible to reach meeting quorum and  (iii) it is intended to conduct a meeting without notice in order to appoint directors.

Required Quorum in the General Assembly Conducted After Postponement of Meeting

According to the new additional paragraph of Article 28 of the Regulation that regulates postponement of the meetings, in the general assembly meetings that are conducted after postponement shareholders representing at least 1/4 of the company capital shall be present in person or by proxy except for postponement of the meeting when quorum indicated in the Turkish Commercial Code and articles of association is not reached before the meeting or it is understood during the meeting that shares corresponding to the decision quorum calculated according to the attendees' list before the meeting provided that the articles of association do not require a higher quorum.

Ministry Representative’s Duties and Powers

Duties and powers of the Ministry representative are regulated as follows as per the changes to Article 34/3 of the Regulation:

• Ministry representative shall submit a list of attendants, meeting agenda and general assembly minutes of the meeting to the Ministry within 1 week as of the meeting date,
• Ministry representative shall prepare a report if noncompliances with the articles of association and the Regulation are not indicated within the minutes of the meeting and the meeting is not opened or the meeting is opened but is not completed due to any reason and submit such report to the Ministry accordingly.
• The aforementioned documents shall be submitted to the MERSIS system by the Ministry representative before submission to the Ministry.

Additionally, pursuant to the changes made to paragraphs 1 and 5 of Article 26 of the Regulation; minutes of the meeting shall be signed by the chairman of the meeting and Ministry representative even if the Ministry representative is appointed voluntarily without any requirement and the minutes of the meeting that does not carry the Ministry representative’s signature will be void.

@Kesikli Law Firm