Internal directive on the working principles and procedures of the General Assembly of Teknik Holding Joint Stock Company
FIRST DIVISION
Purpose, scope, basis and definitions
Purpose and scope
Article 1 - (1) purpose of this internal directive; technical Holding inc. (Company) the working principles and procedures of the General Assembly are determined within the framework of the law, the relevant legislation, and the provisions of the articles of association. This internal directive covers all ordinary and Extraordinary General Assembly meetings of the company.
Basis
Article 2 - (1) this internal directive has been prepared by the board of directors by the provisions of the procedures and principles of the General Assembly meetings of Joint Stock Companies and the regulation on representatives of the Ministry of Customs and trade to be present at these meetings.
Definitions
Article 3 - (1) in this internal directive;
a) merger: a one-day meeting of the General Assembly,
b) Law: Turkish Commercial Code dated 13/1/2011 and numbered 6102,
C) session: each of the parts of each combination that are interrupted for rest, meal breaks, and similar reasons,
d) meeting: ordinary and extraordinary plenary meetings,
e) chairmanship of the meeting: 419 of the law. the General Assembly by the first paragraph of the article selected to manage the meeting by meeting, by the president and elected by the General Assembly meeting by the vice president, the chairman of the meeting, and the clerk of the record designated by the president of the meeting comprised of the officers of the board of collecting the votes, if necessary, refers to.
SECOND DIVISION
General Assembly Working Procedures and principles
Provisions to be followed
Article 4 - (1) The Meeting shall be held by the provisions of the law, the relevant legislation, and the articles of association relating to the General Assembly.
Entrance and preparations to the meeting place
Article 5 – (1) the place of meeting by the Board of Directors of the company held by the relevant unit provided by considering the list of shareholders in attendance to the list of registered shareholders or their representatives, board members, auditors, appointed to the presidency of the ministry representative may enter the meeting and the persons to be elected or appointed. In addition to these persons, company employees, persons in charge of the meeting, such as audio and video reception technicians, members of the press, other persons who may participate in General Assembly meetings as guests without the right to vote and vote may also be allowed to enter the meeting.
(2) at the entrance to the place of meeting, with real person shareholders Act 1527. According to the article from established electronic general assembly system to show the identity of the designated representative, the documents show their identity cards along with the representatives of the shareholders represented real person, legal person shareholders of the representatives of the authority to present the documents, and thus they must present themselves in the list they need to sign where indicated. Control operations in question are performed by one or more members of the board of directors or appointed by the board of directors, or by persons or persons appointed by the board of directors.
(3) duties related to the preparation of the meeting place to receive all shareholders and the availability of stationery, documents, tools, and accessories that will be needed during the meeting are performed by the board of directors. If the meeting is requested to be recorded in audio and video, the necessary actions are also performed in this context.
Opening of the meeting
Article 6 - (1) The General Assembly Meeting shall be held by the chairman or vice-chairman or one of the members of the Board of Directors at the date and time previously announced in the city where the company headquarters is located or in another city that the Board of Directors deems appropriate, by the articles of Association 418 of the law. and 421. it is opened upon determination of the Quorum specified in its articles by a protocol.
Creation of the meeting chairmanship
Article 7 - (1) General Assembly meetings are chaired by the chairman of the board of directors by the articles of association, the deputy chairman if he is not present, and the member of the board of directors present at the meeting if he is not present. If necessary, a vice-president is elected from among the proposed candidates, who is also not required to have a share, who will be responsible for the management of the General Assembly.
(2) The president is appointed by the president to write at least one record and if deemed necessary, to collect enough votes. Also, experts may be appointed by the chairman of the meeting to perform technical operations in the electronic general assembly system at the time of the meeting.
(3) The Chairman of the meeting is authorized to sign the minutes of the meeting and other documents that form the basis for this Minutes.
(4) the chairman of the meeting shall act by the law, the articles of association, and the provisions of this internal directive when managing the General Assembly meeting.
Duties and powers of the meeting presidency
Article 8 – (1) the chairman of the meeting performs the following tasks under the direction of the president:
a) examine whether the meeting was held at the address indicated in the announcement and whether the meeting place is appropriate if it is specified in the articles of association.
b) determine whether the General Assembly was called to the meeting with an announcement published on the company's website as shown in the articles of association, whether this call was made at least three weeks before the date of the meeting, except for the announcement and meeting days, and pass this situation to the minutes of the meeting.
c) those who do not have access to the meeting place, whether they have entered the meeting, and 5 of this internal directive on entry to the meeting place. check whether the duties stipulated in the second paragraph of the article are fulfilled by the board of directors.
ç) if it has been modified, including changes in the share registry of the articles of association the board of Directors of the annual report, Auditor's reports, financial statements, agenda, if there is a change in the main contract on the agenda prepared by the board of Directors of amendments to the articles of association is subject to amendment if the permission of the Ministry of Customs and trade, the Ministry arranged and written permission from Oct amendment of the bill by the board of directors in attendance of the list, if the General Assembly has been called to a meeting on the postponement, determine whether the postponement minutes for the previous meeting and other necessary documents related to the meeting are fully present at the meeting site and indicate this situation in the meeting minutes.
d) to check the identity of those who attend the General Assembly by nobility or representation by signing the list of those who are present, upon objection or need, and to check the accuracy of the representation documents.
e) determine whether Mura has members and at least one member of the board of directors and the auditor in companies subject to audit are present at the meeting and indicate this situation in the minutes of the meeting.
f) manage the work of the General Assembly within the framework of the agenda, prevent it from going beyond the agenda, except for the exceptions specified in the law, ensure the order of the meeting, take the necessary measures for this.
g) open, close combinations and Sessions, and close the meeting.
ğ) to read or read the decisions, bills, minutes, reports, proposals, and similar documents related to the issues discussed to the General Assembly and to promise those who want to talk about them.
h) to vote on the decisions to be made by the General Assembly and to inform the results.
ı) to observe whether the minimum quorum for the meeting is maintained at the beginning, continuation, and end of the meeting and whether decisions are taken by the Quorum provided for in the law and articles of association.
i) act 428. explain to the General Assembly the declarations made by the representatives specified in the article.
j) Act 436. by the article, to prevent those who lack the right to vote from voting in the decisions referred to in this article, to observe any restrictions imposed by the law and the articles of association on voting rights and privileged voting.
k) postpone the discussion of financial statements and related issues at the request of shareholders with one-twentieth of the capital to be discussed at the meeting to be held one month later, without the need for the General Assembly to decide on this issue.
l) ensure that the minutes of the general assembly work is organized, submit objections to the minutes, sign decisions and minutes, indicate the votes used in favor and against the decisions taken at the meeting in the minutes of the meeting in such a way as to not have any hesitation.
m) the minutes of the meeting, the annual report of the board of directors, auditor's reports, financial statements, list of participants, agenda, motions, if any, of the elections and the voting papers and read the minutes for the meeting at the end of the meeting all documents present a written report would be delivered to one of the members of the board of directors.
Actions to be taken before the agenda is discussed
Article 9 - (1) the chairman of the meeting reads or reads the agenda of the meeting to the General Assembly. If there is a proposal for an amendment to the order in which the agenda items are discussed, it will be submitted for approval by the General Assembly. By the decision of the majority of the votes present at the meeting, the order in which the agenda items are discussed can be changed.
Discussion of agenda and agenda items
Article 10 – (1) The Agenda of The Ordinary General Assembly must include the following issues:
a) creation of the opening and meeting chairmanship.
b) discussion of the annual report of the Board of Directors, auditor's reports, and financial statements.
c) release of board members and auditors if any.
d) election of expired members of the board of directors and the auditor.
e) determination of the rights of the members of the Board of directors, such as the right to peace of mind, bonuses, and bonuses.
f) determination of the method of use of profit, distribution, profit share ratios, and the date of distribution if the distribution is made in cash.
g) discussion of amendments to the articles of association if any.
h) other issues deemed necessary.
(2) creates the agenda of an extraordinary plenary meeting, reasons that require a meeting.
(3) issues not included in the agenda of the meeting may not be discussed or decided, except with the exceptions mentioned below:
a) if all partners are present, the issue may be added unanimously to the agenda.
b) 438 of the Act. by the article, the request for a special audit of any shareholder is decided by the General Assembly, regardless of whether it is included in the agenda.
c) the dismissal of members of the Board of Directors and the selection of new ones are considered related to the article of negotiation of the financial statements at the end of the year and are decided by direct discussion at will, regardless of whether there is an article on the issue on the agenda.
d) the item on the agenda does not have, even corruption, incompetence, violation of obligations, commitment, many companies have difficulty in the performance of duties because of membership, discord, such as the misuse of influence, for justified reasons, the selection of the dismissal and replacement of members of the board of directors present at the General Assembly by a majority of the issues put on the agenda.
(4) the agenda item, which has been negotiated and decided at the General Assembly, cannot be reconsidered and decided unless a decision is made unanimously by those present.
(5) as a result of the audit conducted or for any reason, the Ministry issues that are requested to be discussed at the General Assembly of the company are put on the agenda.
(6) The Agenda is determined by the summoner of the General Assembly.
Getting a say in a meeting
Article 11 - (1) shareholders or other interested parties who wish to have a say on the agenda item under discussion shall inform the meeting chairmanship of the situation. The president explains to the General Assembly the persons who will take the floor and gives these persons the right to vote in the order of application. If the person whose turn comes to him is not present at the meeting place, he loses his right to speak. Speeches are made from the place reserved for this, addressed to the General Assembly. People can change their conversation order among themselves. If speaking time is limited, a person whose turn comes and makes his speech can continue his speech when the speaking time expires, only if the first person to speak after himself gives him the right to speak, provided that he completes his speech within that person's speaking time. In other words, the talk time cannot be extended.
(2) the chairman of the meeting may promise members of the board of directors and the auditor who wish to make statements on the issues discussed, regardless of the queue.
(3) the duration of The Speeches shall be decided by the General Assembly upon the proposal of the president or shareholders according to the intensity of the agenda, the multitude of issues to be discussed, the importance and the number of those who wish to take the floor. In such cases, the General Assembly decides by separate vote whether to limit the duration of the speech first and then what the duration will be.
(4) act 1527 c. by the article, the procedures, and principles set out in the mentioned articles and sub-regulation apply to the transmission of the opinions and proposals of shareholders or representatives participating in the General Assembly electronically.
Voting and voting procedure
Article 12 - (1) before starting the vote, the chairman of the meeting explains to the General Assembly the issue to be voted on. If a draft resolution is to be voted on, after it is determined and read in writing, it is passed to the vote. After it was announced that the vote would be moved, only a word on the procedure could be asked. At this time, he exercises his right to speak, provided that he is reminded and confirmed by the president, if there is a shareholder who has not been promised to him, despite his request. No promises are made after the vote is passed.
(2) votes on the issues discussed at the meeting are used by raising hands. Electronic devices can also be used to facilitate counting when necessary. Votes are counted by the chairman of the meeting. If necessary, the president may appoint a sufficient number of people to assist in the vote count. Those who do not raise their hands are considered to have voted “reject” and these votes are considered to have been given against the relevant decision in the evaluation.
(3) Act 1527 c. by the article, the procedures, and principles set out in the articles and sub-regulation referred to about the voting of shareholders or representatives participating in the General Assembly electronically shall apply.
Editing the minutes of the meeting
Article 13 – (1) the chairman of the meeting, the shareholders or their representatives, they possess the shares, groups, and attendance list shall be signed number which shows the values nominal, questions and answers in the General Assembly, in summary, the number of votes that are used for positive and negative decisions, and each decision in the minutes of the minutes are shown in a clear manner to be specified by the principles of the law of the relevant legislation and ensure that they are allocated in.
(2) the minutes of the General Assembly are arranged in handwriting at the meeting place and during the meeting by typewriter, computer, or by using a readable ink pen. For the minutes to be written on the computer, it is necessary to have a printer that will allow printing at the meeting place.
(3) The Minutes are issued in at least two copies, and each page of the minutes is signed by the representative of the ministry if it has participated in the meeting presidency.
(4) the record of the company's trade name, date and place of the meeting, the company's shares, and the total nominal value of the number of shares represented at the meeting, including the number of shares representing the total of the principal and if you attend and the name and surname of the representative of the Ministry of the appointment date and Number, meeting declared is made in the form of the invitation if there is, it must be mentioned that undeclared is being performed.
(5) the amount of votes for the decisions taken at the meeting is indicated in the minutes with numbers and writing in such a way that there is no hesitation.
(6) the name, surname, and grounds of the opposition of those who voted negatively for the decisions taken at the meeting and want to pass this opposition to the minutes are written in the minutes.
(7) if the reason for the opposition is given in writing, this article is added to the minutes. In the minutes, the name, surname of the partner or representative indicating his opposition are written and the opposition letter is attached. The opposition letter added to the minutes is signed by the meeting presidency and, if attended, the representative of the Ministry.
Operations at the end of the meeting
Article 14 - (1) the chairman of the meeting shall deliver a copy of the minutes at the end of the meeting and all other documents related to the General Assembly to one of the members of the board of directors present at the meeting. This situation is determined by a separate protocol to be arranged between the parties.
(2) decisions of the General Assembly are announced on the company's website by the provisions of the internal charter. The Board of Directors is obliged to provide a notarized copy of the minutes to the Directorate of the commercial register within fifteen days at the latest from the date of the meeting and to register and declare the issues subject to the registration and announcement contained in this Minutes.
(3) the chairman of the meeting shall also deliver a copy of the list of participants, agenda, and minutes of the General Assembly meeting to the representative of the ministry if he has participated.
Join a meeting electronically
Article 15 - (1) General Assembly Meeting Act 1527. by article 1527 of the law, the procedures to be performed by the board of directors and the chairman of the meeting in case the opportunity to participate in electronic form is granted. it is carried out taking into account the article and the relevant legislation.
THIRD DIVISION
Miscellaneous Provisions
Documents related to the participation of the representative of the ministry and the plenary meeting
Article 16 – (1) the participation of representatives from the Ministry of Representatives were asked for meetings is mandatory, and this representative duties and powers of the Joint-Stock Company with principles and procedures of General Assembly meetings to be found in these meetings, the representatives of the provisions of the regulation on the Ministry of Customs and trade are reserved.
(2) in the preparation of the list of those who can participate in the General Assembly and those who are present, in the preparation of the representation documents to be used at the General Assembly and the minutes of the meeting, the provisions of the regulation specified in the first paragraph must be complied with.
Situations not stipulated in the internal directive
Article 17 - (1) in the meetings, in case of a situation not stipulated in this internal directive, the General Assembly shall act by the decision to be made.
Adoption and amendments to the internal directive
Article 18 - (1) this internal directive is put into force, registered, and announced by the board of directors with the approval of the General Assembly of the technical HOLDING joint-stock company. Changes to the internal directive are subject to the same procedure.
Enforcement of the internal directive
Article 19 – (1) this Internal Directive is valid until the contrary decision is taken by the Board of Directors.