INTERNAL DIRECTIVE
Internal Directive on Working Principles and Procedures of the General Assembly of İzmir Deniz İşletmeciliği Transport and Tourism Trade Joint Stock Company
FIRST SECTION
Purpose, Scope, Basis and Definitions
Purpose and Scope
ARTICLE 1- (1) The purpose of this Internal Directive is; the determination of the working principles and procedures of the general assembly of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi within the framework of the provisions of the Law, relevant legislation and articles of association. This Internal Directive covers all ordinary and extraordinary general assembly meetings of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi.
Basis
ARTICLE 2- (1) This Internal Directive has been prepared by the Board of Directors in accordance with the provisions of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings.
Definitions
ARTICLE 3- (1) Within the scope of this Directive;
a) Forum : One-day meeting of the general assembly,
b) Law: Turkish Commercial Code No. 6102 dated 13/1/2011,
c) Session: Each of the parts of each meeting that are interrupted due to rest, lunch break and similar reasons,
ç) Meeting: Ordinary and extraordinary general assembly meetings,
d) Meeting chairmanship: The board consisting of the meeting chairman elected by the general assembly to manage the meeting in accordance with the first paragraph of Article 419 of the Law, the vice chairman of the meeting elected by the general assembly if necessary, the minutes clerk determined by the meeting chairman, and a vote collector if the meeting chairman deems necessary,
SECOND SECTION
Working Procedures and Principles of the General Assembly
Provisions to be complied with
ARTICLE 4 – (1) The meeting is held in accordance with the provisions of the Law, the relevant legislation and the articles of association regarding the general assembly.
Entrance to the meeting place and preparations
ARTICLE 5 – (1) Shareholders or their representatives, members of the board of directors, auditor, if any, Ministry representative if assigned, and persons to be elected or assigned to the meeting chairmanship can enter the meeting place.
(2) At the entrance to the meeting place, real person shareholders and representatives appointed from the electronic general assembly system established in accordance with Article 1527 of the Law are required to show their identification, real person shareholders' representatives must show their identity cards together with their representation documents, and legal entity shareholders' representatives must present their authorization documents, and thus they must sign the places shown for them in the list of attendees. The said control transactions are carried out by the board of directors or by one or more members of the board of directors, or by the person or persons appointed by the board of directors.
(3) Duties related to the preparation of the meeting place in a way that will accommodate all the shareholders, and the stationery, documents, tools and equipment to be needed during the meeting are carried out by the Board of Directors.
Opening the meeting
ARTICLE 6 – (1) The meeting is held at the place where the company headquarters is located, at a pre-announced time (the provisions of the meeting without an invitation specified in Article 416 of the Law are reserved) by the chairman of the board of directors or vice-chairman or one of the members of the board of directors, upon the determination with a minute that the quorums specified in Articles 418 and 421 of the Law are met.
Establishment of the meeting chairmanship
ARTICLE 7- (1) Pursuant to the provision of Article 6 of this Internal Directive, a chairman who will be responsible for the management of the general assembly and who is not obliged to be a shareholder and a vice-chairman, if deemed necessary, shall be elected among the candidates first proposed in the management of the person who opened the meeting.
(2) At least one minute clerk and, if necessary, enough vote collectors are appointed by the Chairman.
(3) The meeting chairmanship is authorized to sign the meeting minutes and other documents that form the basis of this minute.
(4) The chairman of the meeting acts in accordance with the Law, the articles of association and the provisions of this Internal Directive while managing the general assembly meeting.
Duties and powers of the meeting chairmanship
ARTICLE 8 – (1) The chairmanship of the meeting performs the following duties under the chairmanship of the chairman:
a) To examine whether the meeting was held at the address indicated in the announcement and if it is specified in the articles of association, whether the meeting place is suitable therewith.
b) To examine whether the general assembly was called to the meeting as indicated in the articles of association, with the announcement published on the websites of the companies that are obliged to open a website and in the Turkish Trade Registry Gazette, whether this call is made at least two weeks before the meeting date, excluding the announcement and meeting days, to examine whether the meeting date, the agenda and the newspapers in which the announcement is or will be published, are notified by registered mail to the shareholders written in the share book, to the shareholders who have given the company a share certificate or a document proving their ownership, beforehand, and to record this situation in the meeting minutes.
c) To check whether the persons who are not authorized to enter the meeting place enter the meeting and whether the duties stipulated in the second paragraph of Article 5 of this Internal Directive regarding the entrance to the meeting place are fulfilled by the board of directors.
ç) In the event that the General Assembly convenes without an invitation pursuant to Article 416 of the Law, to examine whether all of the shareholders or their representatives are present, whether there is an objection to the meeting being held in this way, and whether the quorum is maintained until the end of the meeting.
d) To determine whether, if an amendment has been made, the articles of association including the amendments, the share register, the annual report of the board of directors, the auditors' reports, the financial statements, the agenda, if there is a change in the articles of association on the agenda, the draft amendment prepared by the board of directors, if the amendment of the articles of association is subject to the permission of the Ministry of Customs and Trade, the letter of permission received from the Ministry and the annexed amendment draft, the list of attendees prepared by the board of directors, if the general assembly is called upon adjournment, whether the minutes of the adjournment of the previous meeting and other necessary documents regarding the meeting are completely available at the meeting place; and state this situation in the meeting minutes.
e) By signing the list of attendees, checking the identity of those who attend the general assembly in person or by representation upon objection or necessity, and to check the accuracy of the representation documents.
f) To determine whether the executive directors and at least one member of the board of directors and the auditor in the companies subject to audit are present at the meeting and to indicate this in the meeting minutes.
g) To manage the work of the general assembly within the framework of the agenda, to prevent being out of the agenda except for the exceptions specified in the Law, to ensure the meeting order and to take the necessary measures for this.
ğ) Opening, closing, sessions and forums and closing the meeting.
h) To read or to have the general assembly read the resolutions, drafts, minutes, reports, proposals and similar documents related to the negotiated issues and to give permission to those who want to talk about them.
ı) Have voting on the decisions to be made by the general assembly and report the results.
i) Observing whether the minimum quorum for the meeting is maintained at the beginning, continuation and end of the meeting, and whether the decisions are taken in accordance with the quorums stipulated in the Law and the articles of association.
j) Announcing the notifications made by the representatives specified in Article 428 of the Law to the general assembly.
k) Pursuant to Article 436 of the Law, to prevent those who are deprived of the right to vote in the decisions specified in the said article, to observe all kinds of restrictions on voting rights and privileged voting rights in accordance with the Law and the Articles of Association.
l) Postponing the discussion of the financial statements and related matters upon the request of the shareholders holding one-tenth of the capital (one-twentieth in publicly traded companies) to be discussed at the meeting to be held one month later, without the requirement for a resolution of the general assembly on this matter.
m) Ensuring the preparation of the minutes of the general assembly work, recording the objections in the minutes, signing the resolutions and minutes, stating the votes cast in favor and against the decisions taken at the meeting in the meeting minutes without any hesitation.
n) To deliver the meeting minutes, the annual report of the board of directors, the auditors' reports in the companies subject to audit, the financial statements, the list of attendees, the agenda, the motions, the voting papers and minutes of the elections, if any, and all the documents related to the meeting to one of the members of the board of directors present with a report at the end of the meeting.
Actions to be taken before proceeding to the discussion of the agenda
ARTICLE 9 – (1) The meeting chairman reads or has the meeting agenda read to the general assembly. The Chairman is asked whether there is a amendment proposal regarding the order of discussion of the agenda items. If there is a proposal, this situation is submitted to the approval of the general assembly. The order of discussion of the agenda items can be amended with the decision of the majority of the votes present at the meeting.
Discussion of the agenda and agenda articles
ARTICLE 10 – (1) The following items must be included in the agenda of the Ordinary General Assembly:
a) Opening and formation of the meeting chairmanship.
b) Discussing the annual report of the board of directors, auditor reports and financial statements in companies subject to audit.
c) Release of members of the board of directors and auditors, if any.
ç) Election of the members of the board of directors whose terms have expired, and of the auditor in companies subject to audit.
d) Determination of the salaries of the members of the board of directors and their rights such as attendance fee, bonus and premium.
e) Determining the way of use, distribution and profit share ratios of the profit.
f) Discussing the amendments to the articles of association, if any.
g) Other matters deemed necessary.
(2) The agenda of the extraordinary general assembly meeting constitutes the reasons for holding the meeting.
(3) Except for the exceptions stated below, matters not included in the meeting agenda cannot be discussed and resolved:
a) If all of the shareholders are present, an issue can be added to the agenda unanimously.
b) Pursuant to Article 438 of the Law, the special audit request of any shareholder is resolved by the general assembly regardless of whether it is included in the agenda or not.
c) The issues of dismissal of the members of the board of directors and the election of the new ones are considered to be related to the discussion of the year-end financial statements and regardless of whether there is an item on the agenda or not, a decision is made by direct negotiation upon request.
ç) Even if there is no item on the agenda, in case of justified reasons such as corruption, inadequacy, violation of the obligation of loyalty, difficulty in performing the duty due to membership in many companies, incompatibility, abuse of influence, the issues of dismissal of the members of the board of directors and election of new members are taken to the agenda by the majority of the votes of those present at the general assembly.
(4) The agenda item, which has been negotiated and resolved in the general assembly, cannot be re-discussed and resolved unless it is decided unanimously by the attendees.
(5) As a result of the audit or for any reason, the issues requested by the Ministry to be negotiated in the general assembly of the company are put on the agenda.
(6) The agenda is determined by the person calling the general assembly meeting.
Speak at the meeting
ARTICLE 11 – (1) Shareholders or other interested parties who require to speak on the agenda item being negotiated inform the meeting chairmanship. The Chairmanship announces the people who will speak to the general assembly and gives these people the right to speak according to the order of application. If the person whose turn it is to speak is not present at the meeting place, he loses his right to speak. Speeches are made in the place reserved for this purpose, addressed to the general assembly. People can change the order of speaking among themselves. In the event that the speaking time is limited, a person who comes and makes his speech can continue his speech when the speaking time expires, only if the first person to speak after him gives the right to speak, provided that he completes his speech within the speaking time of that person. Otherwise, the speaking time cannot be extended.
(2) The chairman of the meeting may give the right to speak to the members of the board of directors and the auditor who require to explain the issues discussed, regardless of the order.
(3) The duration of the speeches is decided by the general assembly upon the proposal of the chairman or the shareholders, according to the intensity of the agenda, the number and importance of the issues to be discussed, and the number of those who require to take the right to speak. In such cases, the plenary votes separately to decide whether the speaking time should be limited first, and then what the time should be.
(4) Pursuant to Article 1527 of the Law, the procedures and principles determined in the aforementioned article and sub-regulations are applied regarding the submission of opinions and suggestions by the shareholders or their representatives who attend the general assembly electronically.
Voting and voting procedure
ARTICLE 12 – (1) Before starting the voting, the chairman of the meeting explains the subject to be voted to the general assembly. If a draft resolution is to be voted on, after this is determined and read in writing, voting begins. After it has been announced that the voting will take place, a word can be asked about the procedure. Meanwhile, if there is a shareholder who has not been promised despite his request, he may exercise his right to speak, provided that he is reminded and confirmed by the Chairman. No right to speak can be entitled after voting.
(2) Votes regarding the issues negotiated at the meeting are used by raising hands or standing up or by saying acceptance or rejection separately. These votes are counted by the meeting chairmanship. When necessary, the Chairmanship may appoint a sufficient number of persons to assist in the counting of votes. Those who do not raise their hands, do not stand up, or do not make any declarations are deemed to have voted "against" and these votes are considered to have been cast against the relevant decision in the evaluation.
(3) Pursuant to Article 1527 of the Law, the procedures and principles set forth in the aforementioned article and sub-regulations are applied regarding the voting of the shareholders or their representatives who attend the general assembly electronically.
Preparation of meeting minutes
ARTICLE 13 – (1) The meeting chairman signs the list of attendees showing the shareholders or their representatives, their shares, groups, numbers and nominal values, it is ensured that the minutes are prepared in accordance with the principles set forth in the Law and the relevant legislation, by clearly indicating the questions asked and the answers given at the general assembly, the decisions taken and the numbers of positive and negative votes cast for each decision clearly in the minutes.
(2) Minutes of the general assembly are drawn up at the meeting place and during the meeting by typewriter, computer or legibly using ink and handwriting. In order for the minutes to be written on the computer, there must be a printer at the meeting place that will allow printouts.
(3) The minutes are prepared in at least two copies and each page of the minute is signed by the Ministry representative if attended by the meeting chairmanship.
(4) It is obligatory to state the company's trade name, the date and place of the meeting, the total nominal value of the company's shares and the number of shares, the total number of shares represented in the meeting, both in person and by proxy, if attended, the name and surname of the Ministry representative and the date and number of the assignment letter, if the meeting is made with an announcement, how the invitation was made, and if it is without an announcement, it must be stated.
(5) The amount of votes regarding the decisions taken at the meeting are stated in the minutes in numbers and in writing, leaving no room for hesitation.
(6) The names, surnames and justifications of opposition of those who voted negatively for the decisions taken at the meeting and require to have their opposition recorded in the minutes are written in the minutes.
(7) If the reason for the opposition is given in writing, this letter is added to the minutes. In the minutes, the name and surname of the shareholder or his/her representative stating his/her opposition is written and it is stated that the opposition letter is attached. The opposition letter added to the minutes is signed by the meeting chairmanship and, if attended, by the Ministry representative.
Actions to be taken at the end of the meeting
ARTICLE 14- (1) At the end of the meeting, the meeting chairman delivers a copy of his minutes 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 report to be drawn up between the parties.
(2) The Board of Directors is obliged to submit a notarized copy of the minutes to the Trade Registry Directorate within fifteen days at the latest from the date of the meeting and to have the matters subject to registration and announcement in this minute registered and announced.
(3) The minutes are also stated on the website of the companies that are obliged to open a website, within five days at the latest from the date of the general assembly.
(4) The meeting chairman also delivers a copy of the list of attendees, the agenda and the minutes of the general assembly meeting to the Ministry representative, if attended.
Participation in the meeting electronically
ARTICLE 15- (1) In the event that the opportunity to attend the general assembly meeting is provided electronically in accordance with Article 1527 of the Law, the transactions to be carried out by the board of directors and the meeting chairmanship are carried out by taking into account the article 1527 of the Law and the relevant legislation.
THIRD SECTION
Miscellaneous Provisions
The participation of the Ministry representative and Documents regarding the general assembly meeting
ARTICLE 16 – (1) The provisions of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Representatives of the Ministry of Customs and Trade to be in these Meetings regarding the request of the representative for the meetings where the attendance of the ministry representative is mandatory and the duties and authorities of this representative are reserved.
(2) It is obligatory to comply with the provisions of the Regulation stated in the first paragraph in the preparation of the list of those who can attend the general assembly and those who are present, in the preparation of the representation documents to be used in the general assembly and the preparation of the meeting minutes.
Situations not included in the Internal Directive
ARTICLE 17 – (1) In the meetings, in case of encountering a situation not included in this Internal Directive, action is taken in line with the decision to be made by the general assembly.
Adoption of the Internal Directive and amendments
ARTICLE 18 – (1) This Internal Directive is put into effect, registered and announced by the board of directors with the approval of the general assembly of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi. Amendments to the Internal Directive are also subject to the same procedure.
Enforcement of the Internal Directive
ARTICLE 19 – (1) This Internal Directive was accepted at the extraordinary general assembly meeting of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi dated 04.01.2013 and entered into force on the date of its announcement in the Turkish Trade Registry Gazette.
FIRST SECTION
Purpose, Scope, Basis and Definitions
Purpose and Scope
ARTICLE 1- (1) The purpose of this Internal Directive is; the determination of the working principles and procedures of the general assembly of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi within the framework of the provisions of the Law, relevant legislation and articles of association. This Internal Directive covers all ordinary and extraordinary general assembly meetings of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi.
Basis
ARTICLE 2- (1) This Internal Directive has been prepared by the Board of Directors in accordance with the provisions of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings.
Definitions
ARTICLE 3- (1) Within the scope of this Directive;
a) Forum : One-day meeting of the general assembly,
b) Law: Turkish Commercial Code No. 6102 dated 13/1/2011,
c) Session: Each of the parts of each meeting that are interrupted due to rest, lunch break and similar reasons,
ç) Meeting: Ordinary and extraordinary general assembly meetings,
d) Meeting chairmanship: The board consisting of the meeting chairman elected by the general assembly to manage the meeting in accordance with the first paragraph of Article 419 of the Law, the vice chairman of the meeting elected by the general assembly if necessary, the minutes clerk determined by the meeting chairman, and a vote collector if the meeting chairman deems necessary,
SECOND SECTION
Working Procedures and Principles of the General Assembly
Provisions to be complied with
ARTICLE 4 – (1) The meeting is held in accordance with the provisions of the Law, the relevant legislation and the articles of association regarding the general assembly.
Entrance to the meeting place and preparations
ARTICLE 5 – (1) Shareholders or their representatives, members of the board of directors, auditor, if any, Ministry representative if assigned, and persons to be elected or assigned to the meeting chairmanship can enter the meeting place.
(2) At the entrance to the meeting place, real person shareholders and representatives appointed from the electronic general assembly system established in accordance with Article 1527 of the Law are required to show their identification, real person shareholders' representatives must show their identity cards together with their representation documents, and legal entity shareholders' representatives must present their authorization documents, and thus they must sign the places shown for them in the list of attendees. The said control transactions are carried out by the board of directors or by one or more members of the board of directors, or by the person or persons appointed by the board of directors.
(3) Duties related to the preparation of the meeting place in a way that will accommodate all the shareholders, and the stationery, documents, tools and equipment to be needed during the meeting are carried out by the Board of Directors.
Opening the meeting
ARTICLE 6 – (1) The meeting is held at the place where the company headquarters is located, at a pre-announced time (the provisions of the meeting without an invitation specified in Article 416 of the Law are reserved) by the chairman of the board of directors or vice-chairman or one of the members of the board of directors, upon the determination with a minute that the quorums specified in Articles 418 and 421 of the Law are met.
Establishment of the meeting chairmanship
ARTICLE 7- (1) Pursuant to the provision of Article 6 of this Internal Directive, a chairman who will be responsible for the management of the general assembly and who is not obliged to be a shareholder and a vice-chairman, if deemed necessary, shall be elected among the candidates first proposed in the management of the person who opened the meeting.
(2) At least one minute clerk and, if necessary, enough vote collectors are appointed by the Chairman.
(3) The meeting chairmanship is authorized to sign the meeting minutes and other documents that form the basis of this minute.
(4) The chairman of the meeting acts in accordance with the Law, the articles of association and the provisions of this Internal Directive while managing the general assembly meeting.
Duties and powers of the meeting chairmanship
ARTICLE 8 – (1) The chairmanship of the meeting performs the following duties under the chairmanship of the chairman:
a) To examine whether the meeting was held at the address indicated in the announcement and if it is specified in the articles of association, whether the meeting place is suitable therewith.
b) To examine whether the general assembly was called to the meeting as indicated in the articles of association, with the announcement published on the websites of the companies that are obliged to open a website and in the Turkish Trade Registry Gazette, whether this call is made at least two weeks before the meeting date, excluding the announcement and meeting days, to examine whether the meeting date, the agenda and the newspapers in which the announcement is or will be published, are notified by registered mail to the shareholders written in the share book, to the shareholders who have given the company a share certificate or a document proving their ownership, beforehand, and to record this situation in the meeting minutes.
c) To check whether the persons who are not authorized to enter the meeting place enter the meeting and whether the duties stipulated in the second paragraph of Article 5 of this Internal Directive regarding the entrance to the meeting place are fulfilled by the board of directors.
ç) In the event that the General Assembly convenes without an invitation pursuant to Article 416 of the Law, to examine whether all of the shareholders or their representatives are present, whether there is an objection to the meeting being held in this way, and whether the quorum is maintained until the end of the meeting.
d) To determine whether, if an amendment has been made, the articles of association including the amendments, the share register, the annual report of the board of directors, the auditors' reports, the financial statements, the agenda, if there is a change in the articles of association on the agenda, the draft amendment prepared by the board of directors, if the amendment of the articles of association is subject to the permission of the Ministry of Customs and Trade, the letter of permission received from the Ministry and the annexed amendment draft, the list of attendees prepared by the board of directors, if the general assembly is called upon adjournment, whether the minutes of the adjournment of the previous meeting and other necessary documents regarding the meeting are completely available at the meeting place; and state this situation in the meeting minutes.
e) By signing the list of attendees, checking the identity of those who attend the general assembly in person or by representation upon objection or necessity, and to check the accuracy of the representation documents.
f) To determine whether the executive directors and at least one member of the board of directors and the auditor in the companies subject to audit are present at the meeting and to indicate this in the meeting minutes.
g) To manage the work of the general assembly within the framework of the agenda, to prevent being out of the agenda except for the exceptions specified in the Law, to ensure the meeting order and to take the necessary measures for this.
ğ) Opening, closing, sessions and forums and closing the meeting.
h) To read or to have the general assembly read the resolutions, drafts, minutes, reports, proposals and similar documents related to the negotiated issues and to give permission to those who want to talk about them.
ı) Have voting on the decisions to be made by the general assembly and report the results.
i) Observing whether the minimum quorum for the meeting is maintained at the beginning, continuation and end of the meeting, and whether the decisions are taken in accordance with the quorums stipulated in the Law and the articles of association.
j) Announcing the notifications made by the representatives specified in Article 428 of the Law to the general assembly.
k) Pursuant to Article 436 of the Law, to prevent those who are deprived of the right to vote in the decisions specified in the said article, to observe all kinds of restrictions on voting rights and privileged voting rights in accordance with the Law and the Articles of Association.
l) Postponing the discussion of the financial statements and related matters upon the request of the shareholders holding one-tenth of the capital (one-twentieth in publicly traded companies) to be discussed at the meeting to be held one month later, without the requirement for a resolution of the general assembly on this matter.
m) Ensuring the preparation of the minutes of the general assembly work, recording the objections in the minutes, signing the resolutions and minutes, stating the votes cast in favor and against the decisions taken at the meeting in the meeting minutes without any hesitation.
n) To deliver the meeting minutes, the annual report of the board of directors, the auditors' reports in the companies subject to audit, the financial statements, the list of attendees, the agenda, the motions, the voting papers and minutes of the elections, if any, and all the documents related to the meeting to one of the members of the board of directors present with a report at the end of the meeting.
Actions to be taken before proceeding to the discussion of the agenda
ARTICLE 9 – (1) The meeting chairman reads or has the meeting agenda read to the general assembly. The Chairman is asked whether there is a amendment proposal regarding the order of discussion of the agenda items. If there is a proposal, this situation is submitted to the approval of the general assembly. The order of discussion of the agenda items can be amended with the decision of the majority of the votes present at the meeting.
Discussion of the agenda and agenda articles
ARTICLE 10 – (1) The following items must be included in the agenda of the Ordinary General Assembly:
a) Opening and formation of the meeting chairmanship.
b) Discussing the annual report of the board of directors, auditor reports and financial statements in companies subject to audit.
c) Release of members of the board of directors and auditors, if any.
ç) Election of the members of the board of directors whose terms have expired, and of the auditor in companies subject to audit.
d) Determination of the salaries of the members of the board of directors and their rights such as attendance fee, bonus and premium.
e) Determining the way of use, distribution and profit share ratios of the profit.
f) Discussing the amendments to the articles of association, if any.
g) Other matters deemed necessary.
(2) The agenda of the extraordinary general assembly meeting constitutes the reasons for holding the meeting.
(3) Except for the exceptions stated below, matters not included in the meeting agenda cannot be discussed and resolved:
a) If all of the shareholders are present, an issue can be added to the agenda unanimously.
b) Pursuant to Article 438 of the Law, the special audit request of any shareholder is resolved by the general assembly regardless of whether it is included in the agenda or not.
c) The issues of dismissal of the members of the board of directors and the election of the new ones are considered to be related to the discussion of the year-end financial statements and regardless of whether there is an item on the agenda or not, a decision is made by direct negotiation upon request.
ç) Even if there is no item on the agenda, in case of justified reasons such as corruption, inadequacy, violation of the obligation of loyalty, difficulty in performing the duty due to membership in many companies, incompatibility, abuse of influence, the issues of dismissal of the members of the board of directors and election of new members are taken to the agenda by the majority of the votes of those present at the general assembly.
(4) The agenda item, which has been negotiated and resolved in the general assembly, cannot be re-discussed and resolved unless it is decided unanimously by the attendees.
(5) As a result of the audit or for any reason, the issues requested by the Ministry to be negotiated in the general assembly of the company are put on the agenda.
(6) The agenda is determined by the person calling the general assembly meeting.
Speak at the meeting
ARTICLE 11 – (1) Shareholders or other interested parties who require to speak on the agenda item being negotiated inform the meeting chairmanship. The Chairmanship announces the people who will speak to the general assembly and gives these people the right to speak according to the order of application. If the person whose turn it is to speak is not present at the meeting place, he loses his right to speak. Speeches are made in the place reserved for this purpose, addressed to the general assembly. People can change the order of speaking among themselves. In the event that the speaking time is limited, a person who comes and makes his speech can continue his speech when the speaking time expires, only if the first person to speak after him gives the right to speak, provided that he completes his speech within the speaking time of that person. Otherwise, the speaking time cannot be extended.
(2) The chairman of the meeting may give the right to speak to the members of the board of directors and the auditor who require to explain the issues discussed, regardless of the order.
(3) The duration of the speeches is decided by the general assembly upon the proposal of the chairman or the shareholders, according to the intensity of the agenda, the number and importance of the issues to be discussed, and the number of those who require to take the right to speak. In such cases, the plenary votes separately to decide whether the speaking time should be limited first, and then what the time should be.
(4) Pursuant to Article 1527 of the Law, the procedures and principles determined in the aforementioned article and sub-regulations are applied regarding the submission of opinions and suggestions by the shareholders or their representatives who attend the general assembly electronically.
Voting and voting procedure
ARTICLE 12 – (1) Before starting the voting, the chairman of the meeting explains the subject to be voted to the general assembly. If a draft resolution is to be voted on, after this is determined and read in writing, voting begins. After it has been announced that the voting will take place, a word can be asked about the procedure. Meanwhile, if there is a shareholder who has not been promised despite his request, he may exercise his right to speak, provided that he is reminded and confirmed by the Chairman. No right to speak can be entitled after voting.
(2) Votes regarding the issues negotiated at the meeting are used by raising hands or standing up or by saying acceptance or rejection separately. These votes are counted by the meeting chairmanship. When necessary, the Chairmanship may appoint a sufficient number of persons to assist in the counting of votes. Those who do not raise their hands, do not stand up, or do not make any declarations are deemed to have voted "against" and these votes are considered to have been cast against the relevant decision in the evaluation.
(3) Pursuant to Article 1527 of the Law, the procedures and principles set forth in the aforementioned article and sub-regulations are applied regarding the voting of the shareholders or their representatives who attend the general assembly electronically.
Preparation of meeting minutes
ARTICLE 13 – (1) The meeting chairman signs the list of attendees showing the shareholders or their representatives, their shares, groups, numbers and nominal values, it is ensured that the minutes are prepared in accordance with the principles set forth in the Law and the relevant legislation, by clearly indicating the questions asked and the answers given at the general assembly, the decisions taken and the numbers of positive and negative votes cast for each decision clearly in the minutes.
(2) Minutes of the general assembly are drawn up at the meeting place and during the meeting by typewriter, computer or legibly using ink and handwriting. In order for the minutes to be written on the computer, there must be a printer at the meeting place that will allow printouts.
(3) The minutes are prepared in at least two copies and each page of the minute is signed by the Ministry representative if attended by the meeting chairmanship.
(4) It is obligatory to state the company's trade name, the date and place of the meeting, the total nominal value of the company's shares and the number of shares, the total number of shares represented in the meeting, both in person and by proxy, if attended, the name and surname of the Ministry representative and the date and number of the assignment letter, if the meeting is made with an announcement, how the invitation was made, and if it is without an announcement, it must be stated.
(5) The amount of votes regarding the decisions taken at the meeting are stated in the minutes in numbers and in writing, leaving no room for hesitation.
(6) The names, surnames and justifications of opposition of those who voted negatively for the decisions taken at the meeting and require to have their opposition recorded in the minutes are written in the minutes.
(7) If the reason for the opposition is given in writing, this letter is added to the minutes. In the minutes, the name and surname of the shareholder or his/her representative stating his/her opposition is written and it is stated that the opposition letter is attached. The opposition letter added to the minutes is signed by the meeting chairmanship and, if attended, by the Ministry representative.
Actions to be taken at the end of the meeting
ARTICLE 14- (1) At the end of the meeting, the meeting chairman delivers a copy of his minutes 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 report to be drawn up between the parties.
(2) The Board of Directors is obliged to submit a notarized copy of the minutes to the Trade Registry Directorate within fifteen days at the latest from the date of the meeting and to have the matters subject to registration and announcement in this minute registered and announced.
(3) The minutes are also stated on the website of the companies that are obliged to open a website, within five days at the latest from the date of the general assembly.
(4) The meeting chairman also delivers a copy of the list of attendees, the agenda and the minutes of the general assembly meeting to the Ministry representative, if attended.
Participation in the meeting electronically
ARTICLE 15- (1) In the event that the opportunity to attend the general assembly meeting is provided electronically in accordance with Article 1527 of the Law, the transactions to be carried out by the board of directors and the meeting chairmanship are carried out by taking into account the article 1527 of the Law and the relevant legislation.
THIRD SECTION
Miscellaneous Provisions
The participation of the Ministry representative and Documents regarding the general assembly meeting
ARTICLE 16 – (1) The provisions of the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Regulation on the Representatives of the Ministry of Customs and Trade to be in these Meetings regarding the request of the representative for the meetings where the attendance of the ministry representative is mandatory and the duties and authorities of this representative are reserved.
(2) It is obligatory to comply with the provisions of the Regulation stated in the first paragraph in the preparation of the list of those who can attend the general assembly and those who are present, in the preparation of the representation documents to be used in the general assembly and the preparation of the meeting minutes.
Situations not included in the Internal Directive
ARTICLE 17 – (1) In the meetings, in case of encountering a situation not included in this Internal Directive, action is taken in line with the decision to be made by the general assembly.
Adoption of the Internal Directive and amendments
ARTICLE 18 – (1) This Internal Directive is put into effect, registered and announced by the board of directors with the approval of the general assembly of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi. Amendments to the Internal Directive are also subject to the same procedure.
Enforcement of the Internal Directive
ARTICLE 19 – (1) This Internal Directive was accepted at the extraordinary general assembly meeting of İzmir Deniz İşletmeciliği Nakliye ve Turizm Ticaret Anonim Şirketi dated 04.01.2013 and entered into force on the date of its announcement in the Turkish Trade Registry Gazette.