THE REQUIREMENT TO NOTIFY AND REGISTER BEARER SHARE CERTIFICATES TO THE CENTRAL REGISTRY AGENCY 24 December 2021

THE REQUIREMENT TO NOTIFY AND REGISTER BEARER SHARE CERTIFICATES TO THE CENTRAL REGISTRY AGENCY 

1. INTRODUCTION

“The Communique on Notification and Registration of Bearer Share Certificates to the Central Registry Agency (“Communique”) was published in the Official Gazette No. 31446, dated April 6, 2021, and entered into force. The Communique provides the procedure and principle regarding the notification and registration of bearer share certificates of joint-stock companies to the Central Registry Agency (“CRA”).

2. THE PROCESS OF ISSUANCE AND DISTRIBUTION OF BEARER SHARES

According to article 4 of the Communique, bearer share certificates will be issued with the resolution of the board of directors following the payment of all share prices. In this resolution; share number of bearer shares, nominal value, number and amount represented bearer share certificates, group, the number given by the company and the total number of bearer shares and the total share amount corresponding to these shares have to be indicated.

The information below regarding the owner of the bearer share,

• If the shareholder is a natural person; name surname, citizenship, ID No., if the person is not a  Turkish citizen foreigner identification number, blue card number or passport number,
• If the shareholder is a legal person; name, MERSIS number, tax ID number or  registration number in the country where it is registered and head office address
• Contact information

will be notified to CRA with the resolution by representatives of the company. These shares will be registered in the name of the owner with a unique number which is produced by a special algorithm associated with the company.  Shares will be issued by the company with this unique number.

The resolution of the board of directors regarding the issuance of bearer shares will be registered and announced, after the registration of bearer shares to CRA is confirmed by Trade Registry Office.

The issuance of the shares, notification to CRA and distribution to the owners will be completed within 3 months following the date of the full payment of the price of all shares.

According to transitional article No.1 of The Communique, those who have bearer shares as the date of April 6, 2021 will apply to the company with share certificates and the form convenient with the sample attached to the Communique, to be notified to the CRA. Information on the share certificate and its owner must be notified to CRA within five business days by those authorized to represent the company. If the owners of bearer shares do not apply to the company, they will not be able to exercise their share-related rights until they apply.

3. TRANSFER OF SHARES AND NOTIFICATION

The transfer of bearer share certificates will be effective with the notification to the CRA made by the transferee. The notification will be made by the company if the transferee applies to the company.

4. OBTAINING THE CHART OF SHAREHOLDERS FROM CRA FOR THE GENERAL ASSEMBLY MEETING

Those who invite the General Assembly to the meeting will consider the shareholder chart provided by CRA in terms of bearer shareholders while arranging the list of those who can attend the general assembly. Those authorized to represent the company must apply through the CRA system at least 2 days before the general assembly meeting to prepare the chart of shareholders.  This chart by CRA will be prepared according to the end-of-day records in CRA system, the day before the general assembly.

5. RECORDS KEPT BY CRA

In case that the company updates the CRA system to correct incorrect or incomplete records, the information of the correction has been made will be notified to the company and the relevant shareholder by CRA. However, the company will not be able to change the unique number generated by CRA system related to the bearer share certificate. The one making the notification will be responsible for the accuracy of the notification made to CRA.

Records to be kept according to this Communique will be kept indefinitely. Although these records are confidential, they will only be shared with the authorities which are authorized by laws. On the other hand, the bearer shareholders will be able to inquire about the registered shares in their name at CRA electronically, from the "e-INVESTOR Information Center" section of CRA.

In case of cancellation of the share certificate due to capital decrease or change of share certificate, authorized representatives of the company have to notify CRA to the related decision to cancel the records of shares from the CRA system. If it is determined that the company has been canceled from the trade registry upon notification or ex officio, the registrations regarding the bearer share certificate will be canceled directly by CRA.

Another essential point is that the bearer shareholders will not be able to exercise their share-related rights by law until the required notification is made. The date of notification made to CRA by electronic ways shall be taken as a basis for claiming the share-related rights against the company and third parties.

Companies and shareholders are obliged to notify CRA about the changes in their previously reported contact information. The company or shareholder will be responsible for updating the contact information.

6. CONCLUSION

According to the provisions of the Communique, there are important obligations regarding bearer shares. Both companies and bearer shareholders must fulfill their obligations convenient to these provisions in order not to cause any loss of rights.