In parallel with the amendments made to the Turkish Commercial Code (“TCC”) regarding the obligation to notify and register bearer share certificates to the Central Registry Agency (“CRA”), amendments are also made to the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings. The regulation containing the amendments (“Regulation”) entered into force on May 29, 2021. Pursuant to the Regulation, the main provisions which were amended regarding the bearer shares are summarized as follows:
- The list of attendees of the general assembly meeting shall be prepared according to the shareholder chart provided by the CRA in terms of bearer shares and this chart shall be made available at the general assembly meeting place.
- The Regulations stipulates two elements for the holders of bearer share certificates to attend the general assembly meeting: having their names or titles in the shareholder chart provided by the CRA and proving to the board of directors that they are in possession of the bearer share certificate. While the obligation to obtain an entry card for the holders of the bearer shares has been abolished with the TCC amendment and the related communiqué on the subject, this second element in the Regulation raises the question of whether the holders of the bearer shares are burdened with bringing their share certificates to the general assembly meeting. In order to eliminate this inconsistency between TCC and the Regulation, it would be appropriate to clarify the matter with a statement from the CRA or the relevant Ministry.
- Pursuant to the provisional article of the Regulation, until December 31, 2021, those who call the general assembly for a meeting may include the shareholders who have applied to the company to be notified to the CRA but have not yet been notified to the CRA in list of attendees of the general assembly meeting.
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