Internal Directive on Principles and Procedures on Operation of
The General Assembly of Componenta Dökümcülük Ticaret ve Sanayi Anonim Şirketi
Purpose, Scope, Basis and Definitions
Purpose and Scope
ARTICLE 1 –
Purpose of this Internal Directive is to specify the principles and procedures on operation of the general assembly of Componenta Dökümcülük Ticaret ve Sanayi Anonim Şirketi(“Company”)under the applicable law, relevant legislation and provisions of the articles of association. This Directive shall be applicable to all ordinary and extraordinary GA meetings of the Company.
ARTICLE 2 –
This Directive has been prepared by the board of directors in accordance with the provisions of the Regulation on Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Presence of Ministry of Customs and Trade Representatives in General Assembly Meetings.
ARTICLE 3 –
For the purposes of this Directive,
a) “Convention” shall mean a one day meeting of the GA,
b) “Law” shall mean the Turkish Commercial Code no. 6102 dated 13 January 2011,
c) “Session” shall mean each segment of a convention intermitted by rests, lunch breaks and for similar reasons,
d) “Meeting” shall mean ordinary and extraordinary GA meetings,
e) “Meeting Council” shall mean a council consisting of the chairman elected by the GA to chair over the meeting in accordance with Article 419 of the Law, a vice chairman to be elected by the GA, if necessary, a meeting clerk to be elected by the chairman and a vote collector to be elected by the chairman, if deemed necessary.
Principles and Procedures on Operation of the General Assembly
ARTICLE 4 –
The Meeting shall be conducted in accordance with the Law, relevant legislation and provisions of articles of association.
Attendance to Meeting and Preparation
(1) Shareholders or their proxies, Board members, auditors (if any), Ministry representative and persons who will be elected or appointed to the Meeting Council, which will be registered to the list of attendants prepared by the Board, shall be present at the Meeting. The Board may allow attendance to Meeting by other company directors, employees, guests, sound and visual technicians and members of the press.
(2) In order to attend the Meeting, real person shareholders and proxies appointed through the electronic GA system installed as per Article 1527 of the Law, shall present their identity cards. Proxies of real person shareholders are also required to present documentation attesting their authority along with their identity cards; and proxies of legal entity shareholders are required to present their certificates of authorization before signing the list of attendants. Such procedure shall be carried out by the Board or by one or more members of the Board or third person(s) to be appointed by the Board.
(3) The Board is obliged to organize a Meeting venue which would accommodate all participants and ensure that stationary equipment, documents, tools and instruments that might be needed during the Meeting are present at the Meeting venue. The Board may decide the Meeting to be recorded in audio or visually.
Commencement of the Meeting
ARTICLE 6 –
The Meeting shall commence at the headquarters or at a convenient address at the city where the actual management is carried out or, if approved by the Board, in Istanbul, Antalya, Ankara or İzmir, by the chairman of the Board, vice-chairman of the Board or a Board member of the company, at a time and date previously announced (provisions of Article 416 of the Law regarding unannounced Meetings are reserved) for which minutes shall be prepared to confirm that the quorums set forth in Article 418 and 421 of the Law are met.
(1) A chairman and a vice-chairman, if necessary, shall be elected primarily among the proposed candidates, under the supervision of the person commencing the Meeting pursuant to Article 6 for the purposes of managing the Meeting. Candidates do not have to be shareholders of the company. If the chairman of the Board is present at the Meeting, he shall be elected as the chairman of the Meeting Council.
(2) Chairman of the Meeting shall appoint at least one clerk and two vote collectors. The chairman may also appoint experts for purposes of handling the technical issues regarding electronic GA system during the Meeting.
(3) Meeting Council shall be authorized to sign the Meeting minutes and any other documents constituting basis for such minutes.
(4) While supervising the Meeting, chairman of the Meeting shall act in compliance with the provisions of the Law, the articles of association and this Directive.
Duties and Authorities of the Meeting Council
The Meeting Council shall perform the following duties under the supervision of chairman of the Meeting:
a) Inspect whether the Meeting is held at the address specified in the announcement and in compliance with the articles of association, if specifically regulated.
b) Inspect whether the GA was invited in compliance with the relevant provisions of articles of association and through an announcement made through the company website, Public Disclosure Platform and any other method envisaged by the Capital Markets Board, and whether the announcement was made at least three weeks (excluding the announcement day and Meeting day) prior to the Meeting date and to record these matters to the Meeting minutes.
c) Inspect whether unauthorized persons are attending to the Meeting are present or not and whether the Board is performing the duties set forth in Article 5 of this Directive for attendance to Meeting.
d) Inspect whether all the shareholders or their proxies are present and whether there are any objections to conduct of the Meeting in this manner and whether the quorum is maintained until the end of the Meeting or not, if the GA is convened without an announcement as per Article 416 of the Law.
e) Inspect whether the articles of association including the amendments (if amended), the share ledger, the activity report of the Board of Directors, auditor reports, financial statements, the agenda, the articles of association amendment text prepared by the Board of Directors (if amendment of the articles of association is included in the agenda), the approval of the Capital Markets Board and the Ministry of Customs and Trade along with the amendment text attached thereto, the attendee list prepared by the Board, the minutes of postponement of previous Meeting (if the Meeting is convened upon a postponement) and any other relevant documents and annotate them to the Meeting minutes.
f) Check the identities, upon necessity or an objection, of those who attended the Meeting in principal or proxy, by signing the list of attendants and check the validity of documents attesting authority to proxies.
g) Inspect whether the executive directors and at least one Board member, as well as the auditor of the companies are present in the Meeting and annotate the same to Meeting minute.
h) Manage the activities of the GA in accordance with the agenda and ensure that it is not diverted from the agenda, other than certain exceptions provided under the Law, order is maintained throughout the Meeting and any other measures are taken therefore.
i) Commence and conclude the Conventions and Sessions, and conclude the Meeting.
j) Read or have someone read the decisions, drafts, minutes, reports, suggestions and similar documents related to the discussion items in the GA and provide the floor to those interested in speaking.
k) Organize voting of the resolutions to be adopted by the GA and announce the results.
l) Inspect whether the Meeting quorum is met at the beginning, during and at the end of the Meeting and whether the decisions are resolved in compliance with the quorums indicated under the Law and the articles of association.
m) Announce notifications made by the proxies identified under Article 428 of the Law.
n) Prevent persons, which are prohibited from casting their votes as per Article 436 of the Law from doing so and protect any limitations brought upon voting rights and preferred stock voting rights under the Law and the articles of association.
o) Postpone discussions regarding the financial statements and other related subjects to another Meeting to be held one month after the current Meeting upon the request of shareholders holding at least 20% share capital of the company, without the necessity of GA to adopt a resolution on such issue.
p) Prepare minutes on activities of the GA, annotate objections to the Meeting minute, sign the resolutions and minutes and clearly specify the affirmative votes and negative votes in the Meeting minute.
q) Deliver the Meeting minutes, annual activity report of the Board, auditor report, financial statements, list of attendants, agenda, proposals, documents and minutes related to the votes casted, if any, and all other documents related to the Meeting, to a Board member present in the Meeting.
Procedures prior to the Discussion of the Agenda
ARTICLE 9 –
Chairman of the Meeting shall read or have someone read the agenda to the attendees and ask the attendees whether there are any suggestions as to the sequence of agenda items. Any suggestions shall be subject to approval of the GA. At least a majority vote is required for changing the sequence of agenda items.
Agenda and Discussion of the Agenda Items
(1) The following items are required to be included in the ordinary GA’s Meeting agenda:
a) Commencement and election of Meeting Council;
b) Discussion of the annual activity report of the Board, the auditor report and the financial statements of the companies, which are subject to audit;
c) Release of the Board members and auditors, if any, from their duties;
d) Re-election of the Board members and auditors, if any;
e) Determination of the remuneration and attendance fees, bonuses and premiums payable to the Board members;
f) Determination of the dividends, the usage of profit and percentage of dividend shares;
g) Discussion of amendments to the articles of association, if any; and
h) Discussion of other items, if deemed necessary.
(2) The agenda of an extraordinary GA meeting shall consist of grounds for convening of such meeting.
(3) Other than the exceptions listed below, items which are not included in the agenda shall not be discussed and resolved upon:
a) If all shareholders are present, a new item may be added if resolved unanimously.
b) Any exclusive audit request of a shareholder as set forth in Article 438 of the Law can be resolved by the GA, regardless of whether such item is included in the agenda or not.
c) Dismissal and replacement of the Board members are deemed to be related to discussion of the financial statements and can be discussed upon request, regardless of whether such item is included in the agenda or not.
d) Dismissal and replacement of the Board members can be included in the agenda by majority of votes of the attendees; in case of existence of just causes such as fraud, inadequacy, breach of duty of loyalty obligation, difficulty in performing duties due to being a Board member in many companies, incompatibility, and abuse of authority.
e) Even if it is not in the Meeting agenda, any issues required by the Capital Markets Board to be discussed or announced to shareholders shall be taken into the Meeting agenda.
(4) Unless all attendants resolve unanimously, a previously discussed and resolved item shall not be discussed and resolved upon again.
(5) An item shall be included in the agenda, if requested by the Ministry as a result of an audit or for other reasons.
(6) The Agenda shall be determined by the party inviting the GA to a Meeting.
Taking the Floor
(1) Shareholders or other persons willing to take the floor for the agenda item being discussed, shall inform the Meeting Council. Meeting Council shall announce the persons taking the floor and provide the floor to them in line with sequence of applications. If the speaker is not present in the Meeting during his/her turn, he/she shall loose the floor. Speeches shall be made in the area preserved for such purposes and shall be addressed to the GA. Sequence of speakers may be altered among themselves. In case speech duration is limited, a speaker may only continue to speak if the next person permits to do so, provided that the speaker finishes completes his/her speech during the speaker’s time. Otherwise, speech durations cannot be extended.
(2) Chairman of the Meeting may provide the floor to the Board members and auditors who are willing to comment on issues being discussed, regardless of the order of speeches.
(3) Duration of speeches shall be determined by the GA upon recommendation of the chairman of the Meeting or the shareholders, by taking into consideration the length of the agenda, the number and importance of issues being discussed and number of persons wishing to address the GA. The GA shall separately vote and decide on whether the speeches will be limited with time and the allocated time for each speaker.
(4) Article 1527 of the Law and relevant legislation shall be applied for expression of opinions of the shareholders and proxies attending the GA on an electronic platform.
Voting and Voting Procedure
(1) Prior to commencement of voting, the chairman of the Meeting shall announce the subject of the voting to the GA. Voting of a draft resolution shall only commence after such written draft is read out loud. Upon commencement of voting, the floor may only be requested for procedural issues. If there are any shareholders who were not provided with a chance to speak, despite their request, such shareholders may take the floor upon reminding and the approval of the chairman of the Meeting. Floor shall not be open to speakers once the voting starts.
(2) Votes shall be casted either by raising a hand, or by separately calling out “accept” or “reject”. Votes shall be counted by the Meeting Council. If deemed necessary, Meeting Council may assign a sufficient number of persons to assist the counting process. Those who do not raise their hand or do not make any declarations in any manner whatsoever shall be deemed to have cast a “reject” vote, and these votes shall be deemed to have been casted against the relevant resolution.
(3) Principles and procedures provided under Article 1527 of the Law and relevant legislation shall be applicable to the voting procedures of the shareholders or their proxies attending the GA meeting on an electronic platform.
Preparation of the Meeting Minute
(1) The chairman of the Meeting shall sign the list of attendants setting forth present shareholders or their proxies, their shares, groups, numbers and nominal value; and ensure that the summary of the questions raised and their answers, the resolutions adopted, the number of affirmative and negative votes casted for each resolution are explicitly laid out in the Meeting minute, and that it is prepared in accordance with the principles of the Law and relevant legislation.
(2) Meeting minutes shall be prepared in the Meeting venue, during the Meeting in writing with either a typewriter, a computer or in handwriting. A printer allowing taking printouts of the Meeting minute shall be made available, if the minutes are typed with a computer.
(3) Meeting minutes shall be prepared in at least two copies and every page shall be signed by the chairman of the Meeting and the Ministry representative.
(4) Meeting minutes shall include; title of the company, Meeting date and venue, total nominal value of company shares and number of shares, total number of shares represented in the Meeting in principal or in proxy, the Ministry representative’s name/surname and the date and number of such representative’s assignment document, information on whether the Meeting is held with or without an announcement and the manner of announcement.
(5) The number of votes of each resolution adopted shall be clearly laid out in digits and words.
(6) If requested by opposing voters, the names/surnames, and reasoning of such opposing votes shall be included in the Meeting minute.
(7) In case the reasoning of the opposing votes is provided in writing, such document shall be attached to the Meeting minute. Meeting minute shall include the name/surname of the opposing shareholder or its proxy and indicate that the reasoning is attached thereto. Attached reasoning shall be signed by the Meeting Council and the Ministry representative, if present.
Procedures to be Completed at the End of the Meeting
(1) The chairman of the Meeting shall deliver a copy of the Meeting minutes and all other documents related to the GA to a Board member present at the Meeting; a delivery minute shall be signed therefore.
(2) The Board shall submit the Meeting minutes to trade registry within 15 days of the Meeting date and ensure the registration and announcement of any matters provided in the Meeting minutes, if any.
(3) The Company shall publish the meeting minutes in the company website within five days of the Meeting.
(4) The chairman of the Meeting shall deliver a copy of the list of attendants, agenda and GA Meeting minutes to the Ministry representative.
Attendance to Meeting on an Electronic Platform
ARTICLE 15 –
Necessary procedures shall be performed by the Board and the Meeting Council in accordance with Article 1527 of the Law and the relevant legislation, in cases where electronic attendance to GA meeting is permitted under Article 1527 of the Law.
Attendance of the Ministry Representative and Documents related to the General Assembly Meeting
(1) Provisions of the Regulation regarding request of a Ministry representative and the duties and authorities of such representative shall be reserved for meetings where attendance of a Ministry representative is mandatory.
(2) Compliance with the Regulation is mandatory for preparation of Meeting minutes, proxy authorization documents, and list of attendants and other persons allowed attending the Meeting.
Matters not regulated in the Directive
ARTICLE 17 –
For any matters not regulated under this Directive, necessary actions shall be performed in accordance with the GA’s decision on the matter.
Acceptance and Amendments
ARTICLE 18 –
This Directive shall be put into effect, registered and announced by the Board upon approval by the GA of Componenta Dökümcülük Ticaret ve Sanayi Anonim Şirketi. Amendments to the Directive shall be subject to the same procedure.
ARTICLE 19 –
This Directive has been accepted in the GA meeting of Componenta Dökümcülük Ticaret ve Sanayi Anonim Şirketidated 18 March 2013 and shall become effective on the date of its announcement in the Turkish Trade Registry Gazette.