This call, is done at least 2 days before the meeting day, except for anouncement and meeting days. This call, is done at least 2 weeks before the meeting day, except for anouncement and meeting days. The meeting day and the journals which have published or will publish the anouncement are notified with certified letters to shareholders written in the share ledger and the shareholders who have declared their addresses with shareholder documents or share register, proving their shareholder status.

***The provision of the sixth paragraph of 11th article of Capital Market Law.

2- WHO ARE THE SHAREHOLDERS AUTHORIZED FOR THE JOINT COMPANY GENERAL ASSEMBLY?
2.1- Shareholders who have their names in the “present” list prepared by Board of Managers can join the General Assembly Meeting.
2.2- Uncertificated securities whose names are on the list of attendants, the holders of the certificates to their names and according to the 10th article of Capital Markets Law, the shareholders who are recorded or the representatives of those whose names were called join the general assembly. Real persons need to present their identifications and the representatives of legal entities need to present their procuration proxy.
2.3- Bearer shareholders prove that they are the holders of these notes at least 1 day before the general assembly meeting and obtain an entry card and they can join the meeting after they present these cards. However after the entry card is given, shareholders who prove that they have taken over the bearer share can join the general assembly.
2.4- The right to join the General Assembly and to vote can not be bound to the condition that the documents or the certificates of shares which prove the person is a shareholder are stored in the company, a credit institution or another place.

3- IN WHICH SITUATIONS CAN A GENERAL ASSEMBLY MEET WITHOUT A CALL?
3.1- All the shareholders or their representatives, unless one of them makes an objection, without prejudice to the provisions for joining the general assembly and general assembly meetings, without abiding by the procedure related to the call, the general assembly can meet and they can make a decision with the condition that the quorum of meeting is reached.
3.2- In the general assembly meeting without call, an article can be added to the agenda with consensus; any other prime contract provision is invalid.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

3- Decisions for prime contract modifications below, are made with the votes of shareholders of at least %75 of the capital or their representatives;
3.1- Company’s field of operation is completely changed.
3.2- Privileged share is created.
3.3- Limitation of the transfer of shares that are in the name of the holder.

4- In case the foreseen quorums in the second and third articles can not be achieved in the first meeting the same quorums are seeked in the following meetings.
5- In companies where the certificates of shares are being traded at the stock exchange, for a decision to be made about the subjects below, in the general meetings, unless there’s a provision against the prime contract, The quorum in the article 418 of Turkish Commercial Law applies;
5.1- Prime contact changes regarding the increase of the capital and registered capital’s upper limit.
5.2- Decisions about merging, dividing and type changes.

6- The shareolders who have shares to their names, and who voted no for the complete change of operation field or creating privileged share, are not bound to the limitations regarding the transformation of the shares for 6 months beginning from the publishing of the decision in the Trade Registry Gazette.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

2- WHO CAN FILE A LAWSUIT FOR THE CANCELLATION OF GENERAL ASSEMBLY DECISIONS?
2.1- Those who were present in the meeting, voted no and had their opposition written to minute,
2.2- Shareholders who claim that the call was not made duly, the agenda was not stated clearly, people or representatives who do not have the authority to join the general assembly have joined the meeting and voted, they were unjustly not allowed to join the general assembly and vote and the outliers stated above have been efficient in the decision making of the general assembly, whether they were present or not in the meeting or whether they have used a negative vote or not,
2.3- Executive Board,
2.4- Executing Decisions, each member of the executive board can file for a lawsuit if it causes a personal responsibility.

3- WHICH DECISIONS OF THE JOINT COMPANY ARE NULL?
Especially;
3.1- Shareholder’s decisions about joining the general assembly, minimum votes, those restricting or eliminating their essential rights because of law suits and the law,
3.2- Those restricting shareholder’s rights to gain information, examination and inspection beyond the lawfully allowed amount,
3.3- Decisions that damage the joint company’s fundamental structure and that are against the capital maintenance provisions, are null.

Source: Turkish Commercial Law

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.