Voting at Turkish General Meetings from Abroad: Proxies under Communiqué II-30.1, Custodian Voting under Commercial Code Art. 429 and Electronic General Meetings

A foreign institution can vote at the general meeting of a Turkish listed company in three ways. It can appoint a proxy under SPK’s Communiqué II-30.1. Its custodian can vote as a depository representative under Commercial Code Art. 429. Or it can take part electronically through the Electronic General Meeting System (EGKS) operated by the Central Registry (MKK). Participation may not be made conditional on depositing or blocking shares (Capital Markets Law Art. 30(1)). The attendance list is based on MKK’s list of shareholders (Art. 30(2)). The routes differ in important respects. A proxy form must follow the model in Annex 1 to the Communiqué and allow instructions item by item, and an instruction-free proxy is governed by general rules. A depository representative must ask for instructions before every meeting. If it asked in time and received none, it votes according to any general instruction and, failing that, in line with the board’s proposals (Commercial Code Art. 429(2); General Meeting Regulation Art. 46(2)). Electronic participation must be notified on EGKS by the day before the meeting, requires a secure electronic signature, and each vote must be cast within two minutes once voting opens. A shareholder who wants to challenge a resolution must have voted against it and had the dissent recorded in the minutes (Commercial Code Art. 446(1)(a)). This guide explains the rules for foreign institutional investors. It reflects the legislation in force as at 26 October 2026.

Why voting mechanics matter in the 2026 crisis

When a listed company is affected by market abuse allegations or related-party problems, its general meeting decides questions that shape investors’ legal position. These include the release of directors, the approval of financial statements, the appointment of auditors, dividends, related-party transactions, capital increases and requests for special audit. How a foreign institution’s shares are voted on those items can affect its later options. A shareholder that voted in favour of a release, or did not record its objection, may lose the right to challenge the resolution or face arguments that it accepted the conduct concerned.

Most foreign institutions hold Turkish shares through a chain of global and local custodians and vote through custodians or proxy agents. Turkish law gives that chain specific rules. In particular, a custodian acting as depository representative that does not receive instructions in time may vote with the board. The forms, deadlines and signatures required for proxies and electronic participation are also specific to Turkey. This guide sets out those rules. It does not assess any company, resolution or vote.

The legal framework

The Capital Markets Law contains the special rules for listed companies. It provides that participation may not depend on depositing shares, that the attendance list is based on MKK’s records, that proxies may be used, and that electronic participation takes place through MKK’s platform. SPK sets the rules on proxy voting and proxy solicitation (Capital Markets Law Art. 30). The Commercial Code and the Ministry of Trade’s regulations govern the general meeting itself, depository representatives and electronic participation.

Who may attend and vote

No blocking. The right to attend and vote at a listed company’s general meeting may not be made conditional on depositing shares with any institution (Capital Markets Law Art. 30(1); Commercial Code Art. 415(4)). Shares remain tradeable before the meeting.

The list from MKK. For dematerialised shares, the board prepares the list of persons entitled to attend based on the shareholder list obtained from MKK. Persons named on the list attend on proof of identity (Capital Markets Law Art. 30(2); Commercial Code Art. 417(1)). MKK prepares the list one day before the meeting (Communiqué II-13.1 Art. 20(2)). It is signed by those attending and becomes the attendance list (General Meeting Regulation Art. 16). Legal persons attend through persons authorised to represent them, who must produce their authority documents. Representatives of shareholders must also produce their representation documents (Art. 18(2)). How shares are recorded at MKK, including through omnibus and foreign depository accounts, is explained in our guide to MKK and book-entry securities.

Notice. Listed companies must call general meetings by announcements on their website, on the Public Disclosure Platform (KAP) and in other places SPK determines, at least three weeks before the meeting, excluding the days of announcement and meeting (Capital Markets Law Art. 29(1)).

Votes and restrictions. Shareholders vote in proportion to the total nominal value of their shares (General Meeting Regulation Art. 19(1)). Privileged voting rights may not be used on amendments to the articles of association, on the release of the board or on bringing a liability action against it (Art. 19(2)). A shareholder may not vote on matters concerning a personal transaction or a lawsuit between the company and itself, its spouse, relatives in direct line or companies they control (Commercial Code Art. 436(1)). Directors and signatory managers may not vote their own shares on their release (Art. 436(2)).

Lent shares. Shares on loan are not in the lender’s account on the date the list is prepared. In Takasbank’s securities lending market, the lender expressly loses the vote on lent shares. An institution that wants to vote must recall lent shares in time. See our guide to short selling, margin trading and securities lending.

Three routes for a foreign institution

A foreign institution can vote through one of three routes. They may also be combined, for example by appointing a proxy through EGKS. The routes are governed by different rules.

The sources for the table are Communiqué II-30.1 Arts. 5–10, Commercial Code Art. 429, General Meeting Regulation Arts. 44–47, Electronic General Meetings Regulation Art. 7 and EGKS Communiqué Art. 4.

Voting by proxy under Communiqué II-30.1

Who may be a proxy. Persons entitled to vote may exercise their rights through proxies, whether or not the proxies are shareholders, and one proxy may represent several shareholders (Communiqué II-30.1 Art. 5(1)–(2)). Commercial Code Art. 428 on organ, independent and institutional representatives, repealed in 2018, was in any event excluded for listed companies (Capital Markets Law Art. 30(4); Communiqué Art. 5(3)). Where a custodian votes shares it holds in custody as a proxy, the proxy rules apply (Capital Markets Law Art. 30(4)).

The proxy form. Representation by proxy requires a proxy form containing at least the information in Annex 1. The form must list the agenda items so that the shareholder can give detailed instructions, and must allow separate voting on any draft resolution submitted by the minority. The proxy’s name or trade name and Turkish identity, trade registry, tax and MERSİS numbers must be stated. For foreign proxies, the equivalents must be given where they exist (Art. 6(1)). Listed companies must publish the proxy form with the agenda, and may not steer shareholders towards any particular proxy or make suggestions (Art. 7).

Scope of authority. In the Annex 1 form, the shareholder chooses for the agenda items whether the proxy (a) may vote according to its own view, (b) must vote in line with management’s proposals, or (c) must vote according to the shareholder’s instructions. For instructions, each item is marked accept or reject, and for a rejection the shareholder may state the dissent to be recorded in the minutes. A separate choice covers other matters arising at the meeting, especially the exercise of minority rights (Annex 1). If no option is marked, the proxy acts under general rules (Art. 9(1)). When authority is given through EGKS, the shareholder may also limit it by specifying how votes are to be cast (Art. 9(2)).

Signature. Shareholders appoint proxies through EGKS, or by having the signature on a physical proxy form notarised, or by attaching a signature declaration made before a notary to the signed form (Art. 8(1)). A proxy appointed through EGKS attends without having to produce a power of attorney (Art. 5(6)). For a foreign institution signing abroad, the notarisation and any certification needed for use of a foreign notarial document in Turkey must be arranged well before the meeting.

Breach of instructions. The proxy must follow the instructions and exercise the vote with due care. A vote cast contrary to instructions is nevertheless valid, and the shareholder’s remedies against the proxy are governed by general rules (Art. 9(3); Commercial Code Art. 427(1)). Where there is fraud or similar irregularity in a proxy, the resolution may be annulled only if the votes cast by the proxy affected the outcome (Communiqué Art. 9(4)). Contract terms that remove or limit the proxy’s liability are void (Art. 15).

Validity and revocation. A proxy is valid for the meeting to which it relates and, unless a new proxy is appointed, for meetings legally treated as continuations of it (Art. 10(1); General Meeting Regulation Art. 21(2)). A proxy may be revoked or resign at any time until the meeting day, but the company and the other party must be notified immediately (Communiqué Art. 10(2)).

Custodians as depository representatives

The regime. A depository representative (tevdi eden temsilcisi) is a person to whom shares have been entrusted and who is authorised to exercise the attendance and voting rights on them for the depositor. It must ask the depositor for instructions before each general meeting (Commercial Code Art. 429(1)). Communiqué II-30.1 does not regulate depository representatives. They vote under Art. 429 and the General Meeting Regulation (Communiqué Art. 2(3)).

Who can act. For dematerialised shares, shareholders may appoint brokers (aracı kurumlar) as depository representatives, provided the shares are entrusted to them (General Meeting Regulation Art. 44(1)(a)).

Authority. The broker may exercise the attendance and voting rights only if the agreement between the parties expressly provides that it will do so, or if a representation document in the form of Annex 6 is given. In companies using EGKS, the authority may also be given through the system (Art. 45(1)). The authority may be for a fixed or indefinite period. Even so, the broker must ask for instructions before each meeting (Art. 45(2)). The depositor may change its representative until one day before the meeting (Art. 45(3)).

Instructions. Before each meeting, the broker must ask the depositor how to vote on the agenda items (Art. 46(1)). The depositor gives instructions separately for each agenda item, as accept or reject, with at least the information in Annex 7, by agreed means of communication (Art. 47(1)). Instructions may also be sent through EGKS if it can preserve confidentiality (Art. 47(2)). Instructions remain valid for an adjourned meeting unless changed (Art. 47(3)), and may be changed until one day before the meeting (Art. 47(4)).

No instructions. If the broker asked in time but received no instructions, it votes according to the depositor’s general instruction. Without a general instruction, it votes in line with the board’s proposals (Commercial Code Art. 429(2); General Meeting Regulation Art. 46(2)). Attending without having asked for instructions does not amount to unauthorised participation (Art. 46(1)). For a foreign institution with a long custody chain, this default deserves attention. Late or incomplete instructions passed down the chain can result in votes being cast with management.

Electronic participation through EGKS

Legal effect. Participating, making proposals, expressing views and voting electronically at a joint stock company’s general meeting have all the legal effects of physical participation (Commercial Code Art. 1527(5)). For dematerialised listed companies, electronic participation, appointing representatives, making proposals, expressing views and voting take place through the EGKS provided by MKK (Electronic General Meetings Regulation Art. 5(3); Capital Markets Law Art. 30(5)).

Notification. A shareholder wishing to participate electronically, in person or through a representative, must notify this on EGKS (Regulation Art. 7(1)). For listed companies whose shares are held at MKK, the deadline is one day before the meeting, and the choice may be withdrawn until one day before the meeting (EGKS Communiqué Art. 4(1) and (3)). Where a representative will attend, its identity must be registered on EGKS. The shareholder may authorise it generally or separately for each agenda item, and the representative must vote according to the instructions (Regulation Art. 7(2)). For legal persons, notifications must be signed with the secure electronic signature of an authorised signatory (Art. 7(3)). Notifications may also be made, on the shareholder’s instructions, by the institution with which the shares are deposited (Art. 7(4)). A shareholder that has opted for electronic participation and not withdrawn the choice may not attend physically (Art. 7(5)).

On the day. Participants log in with a secure electronic signature (Regulation Arts. 8(1) and 14(1)). Log-in opens at 06:00 on the day of the meeting and closes five minutes before the meeting starts (EGKS Communiqué Art. 5, as amended in 2024). A participant may send at most two written opinions on each agenda item, each of up to 600 characters (Art. 6). Voting on each item starts at the same time for physical and electronic participants when the chair announces it. Electronic votes must be sent within two minutes (Art. 7). A vote cast on an item cannot be changed. The result and any dissent sent electronically are entered in the minutes by the chair (Regulation Art. 11(2)).

Because several of these deadlines fall one day before the meeting, and instructions from abroad must pass through a chain of custodians, an institution should set its internal deadline several days earlier.

Proxy solicitation

When it is allowed. Proxies may be solicited from shareholders of listed companies on any agenda item, including to obtain control of the company’s capital and management, with reasons stated (Communiqué II-30.1 Art. 11(1)). No benefit may be offered or given to obtain proxies. Solicitation may not be carried on as a profession or for payment, and proxies may not claim expenses from shareholders under Code of Obligations Art. 510 (Art. 11(2)). For foreign institutions seeking to act together on a resolution, these rules apply if they publicly invite other shareholders to give them proxies.

Forms and publication. A solicitation must use the proxy form in Annex 2 and the information form in Annex 3, signed by the solicitor (Art. 12(1)). The information form must disclose, among other things, the solicitor’s relationship with the company and its trading in the company’s shares in the last two years, how and why it will vote on each item, any board candidates, any conflicts of interest and expected benefits, plans if control is sought, and who bears the costs (Annex 3). For dematerialised companies, notarised copies of the forms are sent for publication on KAP, and the solicitation starts with publication. The company must publish the forms on its website and add them to the EGKS documents by 09:00 on the following day (Art. 12(2)). The solicitor may ask MKK, at its own cost, to inform shareholders electronically or by post (Art. 12(4)). Where the solicitor does not control management, the board may propose a management representative to solicit proxies in response (Art. 12(6)). The costs of a solicitation may never be charged to the company (Art. 12(8)).

Timing and conduct of the meeting. A solicitation may be launched up to three days before the meeting, except by a management representative (Art. 13). Where proxies have been solicited, votes cast physically must be given in writing on ballots containing at least the information in Annex 4, which the company keeps for five years (Art. 11(4)). Before discussion of the agenda starts, the soliciting proxy must notify the company of the number, type, nominal value and class of shares it represents. Otherwise, resolutions affected by the votes may be annulled under the rules on unauthorised participation (Art. 11(6)).

Liability. Persons who sign the information form, and legal persons on whose behalf it is signed, are jointly liable under Capital Markets Law Art. 32 for losses caused by false, misleading or incomplete information in it (Communiqué Art. 14(1)). Statements, presentations and advertisements about a solicitation may not be false, misleading, unfounded, exaggerated or incomplete, and SPK supervises them (Art. 14(2) and (4)). Liability for misleading disclosure is explained in our guide to prospectus and disclosure liability.

Recording dissent and challenging resolutions

Standing to annul. A shareholder who was present at the meeting, voted against a resolution and had the dissent recorded in the minutes may bring an annulment action (Commercial Code Art. 446(1)(a)). A shareholder may also sue, whether present or not and whether or not it voted against, if it argues that the meeting was not properly called, the agenda was not properly announced, unauthorised persons took part and voted, or it was wrongly prevented from attending or voting, and that this affected the resolution (Art. 446(1)(b)). The grounds, time limits and procedure for annulment actions are explained in our guide to shareholder rights.

Through a proxy or custodian. A vote against is not enough on its own. The objection must also be recorded in the minutes. The Annex 1 proxy form provides a column for the dissent to be recorded for each agenda item, and the General Meeting Regulation requires instructions to a depository representative to be given item by item. Electronic dissent sent through EGKS is entered in the minutes by the chair (Electronic General Meetings Regulation Art. 11(2)). Instructions should therefore expressly require the dissent to be recorded.

Unauthorised participation. Any shareholder may object to the chair about unauthorised participation, and have the objection, and the fact that it also objected to the board, recorded in the minutes (Commercial Code Art. 433(2)).

Release of directors. Release resolutions are particularly important when misconduct is suspected. Privileged votes may not be used on the release of the board (General Meeting Regulation Art. 19(2)), and directors may not vote their own shares on their release (Commercial Code Art. 436(2)). The effect of a release on claims against directors is discussed in our guide to suing directors and auditors.

Points for foreign institutional investors

Know the route. An institution should establish with its global custodian whether the Turkish sub-custodian votes as proxy under Communiqué II-30.1, as depository representative under Commercial Code Art. 429, or through EGKS on its instructions. The default rule when instructions are missing differs.

Give instructions item by item. The agenda is published at least three weeks before the meeting (Capital Markets Law Art. 29(1)). Instructions should cover every item, including dissent to be recorded, and should reach the Turkish custodian in time for the deadlines one day before the meeting.

Watch for contested items. Release of directors, related-party transactions, special audit requests, capital increases and dividends are the items most likely to matter later. Minority draft resolutions must be put to separate vote on the proxy form (Communiqué Art. 6(1)). Shareholders holding one twentieth of a listed company’s capital are the minority for this purpose (Art. 4(1)(a)).

Coordinate carefully. Several institutions may appoint the same proxy (Art. 5(2)). A public invitation to other shareholders to give proxies is a solicitation subject to the Annex 2 and Annex 3 forms, KAP publication and liability for the information form (Arts. 11–14).

Frequently asked questions

Must shares be blocked to vote at a Turkish listed company’s general meeting?

No. Participation and voting may not be made conditional on depositing shares (Capital Markets Law Art. 30(1); Commercial Code Art. 415(4)).

Who is entitled to attend?

Persons on the list prepared from MKK’s shareholder list, which MKK prepares one day before the meeting (Capital Markets Law Art. 30(2); Communiqué II-13.1 Art. 20(2)).

Can a foreign institution appoint a proxy who is not a shareholder?

Yes. Proxies need not be shareholders, and one proxy may represent several shareholders (Communiqué II-30.1 Art. 5(1)–(2)).

What must a proxy form contain?

At least the information in Annex 1 to Communiqué II-30.1, including the agenda items for item-by-item instructions, any minority draft resolutions, and the identity details of the proxy, with foreign equivalents where applicable (Art. 6(1)).

Does the signature on a proxy form need to be notarised?

Yes, for a physical form: the signature must be notarised or a notarised signature declaration attached. No form is needed if the proxy is appointed through EGKS (Arts. 5(6) and 8(1)).

Is a vote cast by a proxy against instructions valid?

Yes. The vote is valid, and the shareholder has remedies against the proxy under general rules (Communiqué II-30.1 Art. 9(3); Commercial Code Art. 427(1)).

How does a custodian vote if it receives no instructions?

If it asked in time as depository representative, it follows any general instruction and otherwise votes with the board’s proposals (Commercial Code Art. 429(2); General Meeting Regulation Art. 46(2)).

Until when can instructions to a custodian be changed?

Until one day before the meeting (General Meeting Regulation Art. 47(4)).

What is the deadline for electronic participation?

For listed companies whose shares are held at MKK, notification on EGKS must be made by one day before the meeting (EGKS Communiqué Art. 4(1)).

What is needed to vote electronically?

A secure electronic signature. For legal persons, notifications are signed by an authorised signatory with a secure electronic signature (Electronic General Meetings Regulation Arts. 7(3) and 8(1)).

How long is the electronic voting window?

Two minutes for each agenda item once the chair opens voting (EGKS Communiqué Art. 7).

Can the custodian register an institution for electronic participation?

Yes. Notifications may be made by the institution where the shares are deposited, on the shareholder’s instructions (Electronic General Meetings Regulation Art. 7(4)).

Can several foreign institutions seek proxies from other shareholders?

Yes, through a proxy solicitation using the Annex 2 and Annex 3 forms published on KAP, launched at least three days before the meeting, without offering benefits (Communiqué II-30.1 Arts. 11–13).

What is needed to challenge a resolution later?

Being present, voting against and having the dissent recorded in the minutes, unless the challenge concerns defects in calling or attending the meeting (Commercial Code Art. 446(1)).

Can privileged shares be voted on the release of directors?

No. Privileged votes may not be used on amendments to the articles, the release of the board or bringing a liability action (General Meeting Regulation Art. 19(2)).

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