Financial Information and Risk
Management
311
İş Bankası
Annual Report 2013
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47
Place of Meeting
The General Assembly shall be held at the Head Office of
the Bank, or in any other suitable place in the city where the
Head Office is located.
Meeting Place and Procedure
The General Assembly shall be held at the Head Office of
the Bank, or in any other suitable place in the city where the
Head Office is located.
Stakeholders entitled to attend the Corporation’s
general assembly meetings may attend these meetings
electronically in line with Article 1527 of Turkish Commercial
Code. The Corporation may set up such electronic general
assembly system, which allows the stakeholders to attend,
discuss, make proposals and vote at the general assembly
meetings electronically under the provisions of the
Regulation on General Assemblies to be held Electronically
In Joint Stock Companies, or buy such systems developed for
this purpose. In all general assembly meetings to be held,
pursuant to this provision of the Articles of Incorporation, it
shall be assured that the stakeholders or their proxies will
be able to exercise their respective rights as set out in the
said Regulation.
48
Quorum for Meetings
Unless otherwise specified in these Articles of Incorporation
or in the Turkish Commercial Code, the presence in person
or by proxy of shareholders representing not less than
one-fourth of the Capital shall be required at the General
Assembly. Failing such quorum at the first meeting, the
shareholders shall be summoned to a second meeting.
Regardless of the amount of the capital represented by the
shareholders attending this second meeting, the General
Assembly shall be deemed to have been validly held and
it shall proceed with deliberations and adopt necessary
resolutions. In order for a resolution to be valid, the majority
of votes cast in person or by proxy is necessary. For the
purpose of approval of the Balance Sheet, and of matters
involving the liability of members of the Board of Directors,
shares owned by the latter shall be taken into account in
ascertaining the quorum, although they shall not entitle
their owners to vote on such matters.
In Extraordinary General Assemblies to be held for the
purpose of amending these Articles of Incorporation,
related provisions of the Turkish Commercial Code shall be
implemented so far as matters of quorum is concerned.
Quorum for Meetings
Unless otherwise specified in these Articles of Incorporation
or in the Turkish Commercial Code, the presence in person
or by proxy of shareholders representing not less than
one-fourth of the Capital shall be required at the General
Assembly. Failing such quorum at the first meeting, the
shareholders shall be summoned to a second meeting.
Regardless of the amount of the capital represented by the
shareholders attending this second meeting, the General
Assembly shall be deemed to have been validly held and
it shall proceed with deliberations and adopt necessary
resolutions. In order for a resolution to be valid, the majority
of votes cast in person or by proxy is necessary. Whereas
the Corporation’s Board members, general manager, deputy
general managers and sole authorized signatories in charge
of the management of the Corporation are included in the
meeting quorum for the resolutions concerning the release
of Board members, they shall not be entitled to use their
rights arisen from their own shares in these meetings.
In Extraordinary General Assemblies to be held for the
purpose of amending the Articles of Incorporation,
related provisions of the Turkish Commercial Code shall be
implemented so far as matters of quorum is concerned.
The provisions in the Capital Markets legislation and the
Banking legislation regarding the meeting and resolution
quorums for General Assembly shall remain reserved.
Amendments in the Articles of Incorporation in 2013
