The Regulation on the Rules and Procedures of General Assembly Meetings of Joint Stock Corporations Is Amended with Respect to Bearer Share Certificates
The Regulation on the Rules and Procedures of General Assembly Meetings of Joint Stock Corporations Is Amended with Respect to Bearer Share Certificates
The Regulation on the Amendment of the Regulation on the Rules and Procedures of the General Assembly Meetings of Joint Stock Corporations and the Ministry Representatives to Attend Those Meetings [“Amendment Regulation”] was published in the Official Gazette no. 31495 dated May 29, 2021 and entered into force accordingly.
With the Law previously published in the Official Gazette no.31351 dated December 31, 2020, the relevant articles of the Turkish Commercial Code no. 6102 were amended, and as a result, registration of the bearer share certificates with the Central Securities Depository [“CSD”] became mandatory in closed joint stock corporations [our article] , and the Communiqué regulating the rules and procedures regarding this registration was published in the Official Gazette no.31446 dated April 6, 2021 and entered into force [our article].
The Amendment Regulation, in general, has introduced changes in parallel with the said obligation of registration of bearer share certificates with the CSD. In this respect, the changes brought by the Amendment Regulation are as follows:
• A shareholder chart provided by the CSD regarding the holders of bearer share, if any, has been added among the documents required to be made available at the venue where the general assembly meeting takes place.
• A shareholder chart provided by the CSD regarding the holders of bearer share, if any, has been added among the documents required to be made available at the venue where the general assembly meeting takes place.
• The list of attendees must be prepared by the board of directors pursuant to the shareholders chart provided by the CSD, as is the case for the shares monitored by the CSD.
• In order for the holders of bearer share certificates to attend the general assembly meeting, their names or titles must be present on the shareholder chart. They additionally have to prove to the board of directors, prior to signing the list of those who can attend the general assembly, that they are in possession of the bearer share certificate.
Furthermore, as per the transitional provision of the Amendment Regulation, shareholders who have applied to the company for notification to the CSD up until December 1, 2021, however, whose notification has not been completed by the company yet, will be included in the list of those who can attend the general assembly meeting. Accordingly, holder of bearer share certificate will be entitled to sign the respective list by presenting his/her identity document. If the holder is a legal entity, then the representative must present a power of attorney along with his/her identity document.