The Company’s general assembly of shareholders convenes in ordinary (annual) and extraordinary sessions and makes decisions subject to the provisions of the Turkish Commercial Code and of applicable capital market laws and regulations. An ordinary session of the general assembly must be convened within three months of the closing of the Company’s fiscal year, at which time the issues set forth in an agenda drawn up according to the provisions of article 409 of the Turkish Commercial Code are to be discussed and decided upon. Extraordinary sessions of the general assembly are convened for any of the reasons set forth in articles 410 et sequitur of the Turkish Commercial Code, at which time decisions are made as required.
Invitations to attend annual general meetings are made by the Board of Directors within the framework of principles set forth in article 29 of the Capital Markets Law. General meeting invitations are published on the Company’s website, the Public Disclosure Platform, and such other places as determined by the Capital Markets Board's regulations and other related legislation . Such invitations are published at least three weeks before the meeting date not including the dates either of the announcement or of the meeting.
Without prejudice to Article 438 of the Turkish Commercial Code, matters not included in the agenda may not be discussed and decided at a general assembly. However, shareholders’ rights to add items to the agenda are reserved within the frame of the Corporate Governance Communiqué.
General assembly meetings are held at the Company’s headquarters, except that when circumstances dictate, the Board of Directors may summon a general assembly to convene at some other address in the same city as the Company’s headquarters or in some other city.
Beneficiaries who are entitled to take part in general meetings may do so online pursuant to article 1527 of the Turkish Commercial Code (TTK 1527) via the Central Registry Agency’s Electronic General Meeting System (EGKS). As stipulated in the Company’s articles of association, beneficiaries and their representatives are allowed to exercise their rights as specified in regulations pertaining to general meetings via EGKS at any general meeting of the Company that may take place.
Upon entering the meeting venue, non-corporate shareholders and their representatives appointed via EGKS must present identification; the proxies of non-corporate shareholders must present identification together with evidence of their proxy status. Everyone entering the meeting venue must sign the attendance roster in the space provided for their signature.
Shareholders who will lodge the shares followed up in dematerialized form must act in accordance with the provisions of the Regulation on the Principles and Procedures for General Assembly Meetings of Joint Stock Companies and Ministry of Customs and Trade Representatives who will Attend these Meetings.
The regulations of the Capital Markets Board and the Turkish Commercial Code will be adhered to when voting at a general assembly meeting. The right to attend the general assembly meeting and to vote cannot be linked to the requisite of a shareholder’s depositing his/her shares with an entity.
At the Company, each nominal value of TL 0.01 gives entitlement to one vote, and shareholders vote at general assembly meetings pro rata the total nominal value of the shares they hold, pursuant to Article 434 of the Turkish Commercial Code. The Company’s articles of association grant no privileges in relation to voting.
Votes in relation to matters discussed at a meeting may be cast by raise of hands or using certain electronic equipment facilitating the casting and counting of the votes. The manner of voting is determined by the meeting chair before the meeting begins. Those who do not raise their hands are considered to have voted “negatively” and such votes are deemed to have been cast in opposition to the relevant decision during the evaluation phase.
The principles and procedures specified under the said article and subparagraphs shall apply to voting by shareholders or their representatives electronically attending the general assembly meeting pursuant to Article 1527 of the Law.
General Assembly meeting and decision quorums are subject to Articles 418 and 421 of the Turkish Commercial Code and to relevant provisions of the Capital Market Law.
The regulations of the Capital Markets Board and the Ministry of Customs and Trade, along with the applicable articles of the Turkish Commercial Code are adhered to in all matters related to the General Assembly.