In joint-stock companies, shareholders' ability to exercise their rights and participate in the company’s decision-making mechanisms is ensured by their attendance at general assembly meetings. In this context, the right of shareholders to attend meetings constitutes a fundamental element in assuming an active role in company management.

Pursuant to the Turkish Commercial Code and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint-Stock Companies and the Presence of Ministry Representatives in Such Meetings, shareholders entitled to attend the general assembly are determined based on the records in the share ledger and the lists obtained from the Central Securities Depository. However, it is not mandatory for shareholders to attend these meetings in person. Shareholders may either personally participate in the general assembly or appoint a representative to attend the meeting on their behalf.

While natural persons can attend meetings by presenting their identification, representatives of legal entity shareholders must possess a special power of attorney as stipulated by the relevant legislation. The law stipulates that shareholding rights arising from uncertificated shares, registered share certificates, and shareholding documents may be exercised by a person authorized in writing by the shareholder. Regarding bearer shares, the individual holding the physical share certificate and registered with the Central Securities Depository is entitled to exercise shareholder rights.

There are notable differences between the Turkish Commercial Code and the Regulation regarding the manner in which representation authority is granted. While the Code deems a written authorization by the shareholder sufficient, the Regulation mandates that the power of attorney be notarized. Consequently, representatives without a notarized special power of attorney are not allowed to participate in general assembly meetings. The power of attorney prescribed by the Regulation must include the corporate name of the company being represented, the date of the meeting, the identity details of both the representative and the shareholder, the number of shares held, and the signatures of the parties. The duration of the authorization specified in the power of attorney covers the meeting the representative is appointed for and any subsequent meetings considered a continuation thereof. Additionally, the representative is required to act in accordance with the shareholder’s instructions. Even if the representative casts a vote contrary to the given instructions, the vote remains valid; however, the representative remains accountable to the shareholder.

The right to attend the general assembly is a fundamental right of shareholders, and it cannot be restricted or hindered through provisions in the articles of association. Under the Turkish Commercial Code, any provisions in the articles of association requiring the representative to be a shareholder are deemed invalid. Consequently, preventing shareholders from attending the general assembly through a representative is also legally impermissible. According to the Regulation, a shareholder may be represented by only one proxy in the general assembly. If multiple representatives are appointed, the shareholder must specify in the power of attorney which representative has voting authority. In cases where a share has multiple owners, these individuals may only exercise their rights in the general assembly through a jointly appointed representative.

While the above-mentioned principles apply to physical general assembly meetings, in hybrid (both physical and electronic) meetings, the shareholder may authorize a representative to attend the meeting electronically through the electronic general assembly system and must notify the company at least two days in advance. The representative’s identity and power of attorney details must be uploaded to the electronic general assembly system, and the shareholder may specify voting instructions and the scope of the representation through the system.

In conclusion, shareholders of joint-stock companies can participate in general assemblies through appointed representatives, thus providing them with flexibility in exercising their rights without attending the meetings in person. This arrangement facilitates the protection of shareholders’ interests and enhances their involvement in company governance. However, to ensure compliance with the law, the process of appointing representatives must strictly adhere to the relevant legislation.