WHEN AND HOW IS THE JOINT COMPANY GENERAL ASSEMBLY CALLED?
General Assembly is called to meeting,
1.1- As stated in the prime contract,
1.2- In company’s website,
1.3- With an anouncement on the Trade Registry Journal.
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
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