In accordance with article 13/5 of the Regulation of Basis and Procedures of General Assembly Meetings of Joint Stock Companies and Participation of Ministry Representative in General Assembly Meetings published in the Official Gazette dated 28.11.2012 and numbered 28481, “It is obligatory to include the topics within the agenda to be discussed in the general assembly meetings, which are requested by the Ministry of Trade(“Ministry”) as a result of an investigation or due to any reason”

The Ministry has accordingly sent a letter to Turkish Union of Chambers and Commodity Exchangeson 31.03.2020 pointing out the importance of the companies preserving their equitiesat the time of COVID-19 virus pandemic.

In this scope, several chambers of commerce throughout Turkey have published an announcement (“Announcement”) on their websites in order to inform their members in this regard.

In line with the Announcement, it is set forth that the below items should not be included in the cash dividend distribution resolution in the agenda of general assembly meeting of the companiesto be held this yearfor the 2019 financial year, except for state-owned enterprises:

  • Use of profits from their previous financial years for dividend distributions,
  • Use of any profit that is more than 25% of the net profit for the 2019 financial year, and
  • Grantingboards of directors the authority to distribute advance dividends.

As a result of the Ministry’s letter, we would like to state that, all companies except for the state-owned enterprises that will be holding their general assembly meetings for the 2019 financial year, should consider the 3 (three) items stated in the Announcement regarding their resolutions for cash dividend distributions.

It is also expected that the above explained measure will be also adopted by law with the omnibus bill that is currently being prepared.

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