Turkish Commercial Code Published in the Official Gazette dated May 31, 2013…

REGULATION ON WEBSITES TO BE OPENED BY CAPITAL COMPANIES

PART ONEPurpose, Scope, Basis and Definitions

Purpose
ARTICLE 1 – (1) The purpose of this Regulation is to regulate the procedures and principles regarding the opening of a website in accordance with the first paragraph of Article 1524 of the Turkish Commercial Code dated 13/1/2011 and numbered 6102, and the allocation of a certain section of this site to the publication of the announcements that the company is required to make by law and to the information society services.

Scope
ARTICLE 2 – (1) This Regulation covers the procedures and principles regarding the minimum content to be announced and kept open to access on the websites to be opened by capital companies subject to audit, as determined by the Council of Ministers in accordance with Article 397 of Law No. 6102, the transactions to be carried out by capital companies subject to audit and Central Database Service Providers, and the obligations arising from these transactions.

Base
ARTICLE 3 – (1) This Regulation has been prepared based on Articles 210 and 1524 of Law No. 6102.

Definitions and abbreviations
ARTICLE 4 – (1) The terms used in this Regulation;

a) Ministry: Ministry of Customs and Trade,
b) Information society service: Online services performed electronically without physical encounter, with or without a fee,
c) ÇİSDuP (Online Certificate Status Protocol-OCSP): Online Certificate Status Protocol Server,
ç) Secure electronic signature: Electronic signature defined in Article 4 of the Electronic Signature Law No. 5070 dated 15/1/2004,
d) ISO/IEC (International Organization for Standardization/International Electrotechnical Committee): International Organization for Standardization/International Electrotechnical Committee,
e) Website: Electronic platform with minimum content specified in Article 1524 of the Law,
f) Law: Turkish Commercial Code No. 6102 dated 13/1/2011,
g) Central Registry Agency (MKK): Capital Markets Law No. 6362 dated 6/12/2012 The Central Registry Agency established pursuant to Article 81,
ğ) Central Registry System (MERSİS): The information system including the central common database established and operated by the Ministry of Customs and Trade and the Union of Chambers and Commodity Exchanges of Turkey, where trade registry transactions are carried out electronically, trade registry records and contents that need to be registered and announced are regularly stored and presented electronically,
h) Central Database Service Provider (CDBSP): The private legal entity that carries out other activities determined by the Ministry, including keeping the content that needs to be made accessible in the designated section of the companies’ own websites in a secure environment, making it available for the company to access and archiving it, pursuant to Article 1524 of the Law and this Regulation,
ı) MERSİS number: The unique number given by MERSİS and generated with a special algorithm,
i) Registry Gazette: The Turkish Trade Registry Gazette,
j) DELETE: Certificate Revocation List,
k) Company: The capital subject to control determined by the Council of Ministers pursuant to Article 397 of the Law companies,
l) Company agreement: The articles of association in joint stock companies and limited partnerships divided into shares, and the company agreement in limited companies,
m) Directed message: Any content published in the section of the website dedicated to the purposes of Article 1524 of the Law and accepted as a presumption that it is directed to all relevant parties,
n) Time stamp: The record defined in subparagraph (h) of the first paragraph of Article 3 of the Electronic Signature Law No. 5070,

CHAPTER TWO

Opening a Website and Getting Support Services
Obligation to open a website and register and provision of support services

ARTICLE 5 – (1) Companies established after the date of entry into force of this Regulation must open a website within three months from the date of registration of their establishment in the trade registry and must allocate a certain part of this website for the publication of the announcements that are required by law by the company.
(2) Capital companies included in the scope after the date of entry into force of this Regulation must open a website within three months from the date of entry into scope and must allocate a certain part of this website for the publication of the announcements that are required by law by the company.
(3) Companies may fulfill their obligations regarding the website directly or by receiving support services from MTHSs.
(4) The website created in accordance with the Law is registered under the MERSIS number of the companies.
Content published on the website

ARTICLE 6 – (1) The following contents are continuously published on the website together with the opening of the website.
a) The company’s MERSIS number, trade name, headquarters, committed and paid capital amount, and the names and surnames of the chairman and members of the board of directors in joint-stock companies, managers in limited companies, and managers in limited partnerships whose capital is divided into shares.

b) In the event that a legal entity is elected as a member of the board of directors in joint-stock companies and as a manager in limited companies; a statement that the real person determined by the legal entity on behalf of the legal entity is also registered and announced together with the legal entity, the MERSIS number, trade name, headquarters of the elected legal entity and the name and surname of the real person registered together with the legal entity.

c) The name and surname/title, place of residence/center, and registered branch, if any, of the selected auditor.

(2) In the event of a change in the content published in accordance with the first paragraph, the new version of these contents shall be published on the website on the date of the change.

(3) The matters that must be published on the website by the company for at least six months are specified below.
a) According to the first paragraph of Article 149 of the Law, the merger agreement, merger report, financial statements of the last three years and annual activity reports, and interim balance sheets, if necessary, shall be posted on the website within thirty days prior to the general assembly decision to be presented to the partners for review.

b) The announcement indicating the right to review the documents listed in subparagraph (a) of this paragraph, where these documents are deposited and where they are kept ready for review shall be posted on the website at least three business days prior to the date of deposit of the documents.

c) The announcement made in the registry gazette three times with seven-day intervals, stating that the creditors of the companies participating in the merger may request the security of their receivables, shall be posted on the website within five days at the latest from the date of publication of the first announcement in the registry gazette.
ç) An announcement indicating the right to conduct an examination of the division agreement or plan, division report, financial statements and annual activity reports of the last three years and interim balance sheets, if any, pursuant to Article 171 of the Law by each of the companies participating in the division, and where these documents are deposited and kept ready for examination, shall be posted on the website two months before the date of the division decision.

d) The announcement made three times in the registry gazette at seven-day intervals by the companies participating in the division, inviting creditors to declare their receivables and to make a request for the provision of security, shall be posted on the website no later than five days from the date of publication of the first announcement in the registry gazette.

e) If a lawsuit for dissolution has been filed against the company, the fact that the lawsuit has been filed shall be posted on the website no later than five days from the date of publication in the registry gazette.

f) The final court decision regarding the lawsuit for dissolution filed against the company shall be posted on the website no later than five days from the date of publication in the registry gazette.
g) The announcement regarding the call to the general assembly meeting is placed on the website on the date it is published in the registry gazette at the latest.

g) In the event that the discussion of the financial statements and related issues is postponed for one month at the general assembly of a joint-stock company, the announcement made to the shareholders regarding this situation shall be posted on the website within five days at the latest as of the date of the postponement decision.

h) The minutes of the general assembly meeting of the company and the minutes of the special assembly of privileged shareholders shall be posted on the website within five days at the latest as of the date of the general assembly.

ı) In accordance with Article 428 of the Law, announcements regarding the representative, independent representative and corporate representative of the body shall be posted on the website on the day the announcement is published.

i) The matter that an annulment or nullity lawsuit has been filed against the general assembly decision and the hearing date shall be posted on the website within five days at the latest as of the date of the announcement made in accordance with the company agreement.

j) The final court decision regarding the annulment or nullity of the general assembly decision shall be posted on the website within five days at the latest as of the date of registration.

k) The general assembly decision regarding the amendment of the company agreement shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.
l) In the registered capital system, the decision of the board of directors regarding the increase of the capital, the new form of the articles of association indicating the issued capital, the nominal values, types, numbers, privileged status of the new shares, the limitations and usage conditions regarding privileged shares and preemptive rights and their duration, the records regarding the premium and the rules regarding their implementation shall be posted on the website within five days at the latest as of the date of the announcement made in accordance with the company’s articles of association.

m) The decision of the board of directors regarding the determination of the principles for the use of the right to acquire new shares shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.

n) In the event of a reduction of the principal capital, the reasons for the reduction of the capital, the purpose of the reduction and detailed explanations regarding how the reduction will be made shall be posted on the website within five days at the latest as of the date of publication in the registry gazette of the call announcement regarding the general assembly meeting, which also includes these explanations.
o) The announcement made to the creditors in the registry gazette three times with seven-day intervals upon the decision of the general assembly regarding the reduction of the principal capital shall be posted on the website within five days at the latest as of the date of publication of the first announcement.
ö) The invitation and warning message sent to the defaulting shareholder to pay the share amount subject to default within one month, otherwise, he/she will be deprived of his/her rights regarding the relevant shares and that a contract penalty will be requested shall be posted on the website within five days at the latest as of the date of publication of this invitation and warning in the registry gazette. If the invitation and warning is made to the registered shareholder by registered letter instead of the announcement, this invitation and warning shall be posted on the website within five days at the latest as of the date of sending the registered letter.
p) The decision of the board of directors regarding the printing of bearer share certificates shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.
r) The announcement made in the registry gazette three times at one-week intervals regarding the notification of other creditors whose creditors cannot be understood from the company books or other documents or whose settlements are unknown, that the company has ended and their requests to notify the liquidators of their receivables shall be posted on the website within five days at the latest from the date of publication of the first announcement.

s) The statement regarding the acquisition or disposal of shares by an enterprise included in the group of companies at the rates specified in Article 198 of the Law shall be posted on the website within five days at the latest from the date of occurrence.

ş) In cases where the owners and other right holders are not known or their settlements are not known in accordance with the first paragraph of Article 966 of the Law, the announcement made in the registry gazette regarding the deletion of the ship from the ship registry and the specified period shall also be posted on the website within five days at the latest from the date of publication in the registry gazette.
t) The statement to be made by the members of the board of directors and managers of the enterprise and capital company included in the group of companies regarding themselves, their spouses, children under their custody and the shares of the commercial companies in which they own at least twenty percent of the capital in that capital company shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.

u) The dominance agreement made between the companies shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.

ü) In the event that the number of shareholders/partners in the company drops to one or the company is established as a single shareholder/partner, the fact that the company is a single shareholder/partner and the name of the single shareholder/partner shall be posted on the website within five days at the latest as of the date of publication in the registry gazette.

v) The company agreement and amendments shall be posted on the website within five days at the latest from the date of publication of the establishment or amendment in the registry gazette.

y) Within two years from the registration of the company, the agreement regarding the acquisition or lease of a business or a property for a price exceeding one tenth of the capital shall be posted on the website within five days at the latest from the date of publication in the registry gazette.

z) The decision of the board of directors or the board of directors indicating the persons authorized to represent and their representation methods shall be posted on the website within five days at the latest from the date of publication in the registry gazette.

aa) In joint stock companies, the internal directive containing the working procedures and principles of the general assembly shall be posted on the website within five days following the announcement date.

bb) The report of the board of directors indicating the reasons for the limitation or removal of the preemptive right, the reasons for the issuance of new shares with or without premium, and how the premium is calculated shall be posted on the website within five days at the latest from the date of publication in the registry gazette.
cc) The report on the reduction of capital prepared by the board of directors/managers and approved by the general assembly, indicating the reasons for the reduction of capital, the purpose of the reduction and how the reduction will be made, shall be posted on the website within five days at the latest from the date of publication in the registry gazette.
çç) The call for payment of share prices by the board of directors/managers shall be posted on the website within five days at the latest from the date of publication in the registry gazette.
dd) The decision of the board of directors to cancel the certificate of the defaulting shareholder shall be posted on the website within five days at the latest from the date of publication in the registry gazette.
ee) In cases where the board of directors or the board of directors and the general assembly meetings are held electronically or participation in these meetings is provided electronically, the technical report proving the suitability of electronic media tools for effective participation shall be posted on the website within five days at the latest from the date of publication in the registry gazette.
(4) The date and the phrase “directed message” in parentheses shall be placed at the beginning of the content published in the section of the website dedicated to information society services. The forwarded message is created with a time stamp and changed using the same method.
(5) Announcements required to be made in accordance with the law and other laws are published on the website as foreseen in the relevant legislation.

Central Database Service Provider

ARTICLE 7 – (1) The activities of MTHSs are subject to the activity permit granted by the Ministry in this regard.

(2) MTHS activities are carried out by MKK for companies whose shares are monitored by the MKK in accordance with the Capital Markets Law.

(3) Information and documents kept accessible on behalf of companies as MTHSs are archived electronically in accordance with Article 12.
Obligations of MTHS

ARTICLE 8 – (1) MTHS is obliged to;

a) Comply with the technical issues and security criteria stipulated in Article 11,
b) Provide the infrastructure to support secure electronic signature,
c) Perform the functions of hosting the website or maintaining the database according to the requests of the companies,
ç) Notify the Ministry within seven days if there is an obstacle to the activity it is carrying out,
d) Integrate with MERSİS and other relevant databases if requested by the Ministry.

ARTICLE 9 – (1) MTHS shall submit a report to the Ministry by the end of March each year regarding the services it has provided for the previous year and information on the companies it has provided services to.

(2) Other information and documents requested by the Ministry exclusively regarding MTHS activities shall also be submitted.
Companies’ obligations

ARTICLE 10 – (1) Companies shall notify MTHS of the content to be included in the dedicated section of the website in accordance with Article 1524 of the Law and the provisions of this Regulation, in a format determined by the Ministry, or electronically if not determined.

(2) In order for the section of the website dedicated to information society services to be easily found by search engines via the company’s website or MTHSs, a phrase such as “information society services company title” shall be included on the homepage.

(3) Companies that provide this information on the website they own shall use secure electronic signatures and timestamps in transactions such as publishing, changing and renewing the content on the website.
(4) Companies that provide this information on their websites provide access to the relevant information from the address “http://firmaalanadi/bilgitoplumuhizmetleri” within the website. If the company owns more than one domain name with different brands and marketing purposes, this principle is applied to each domain name.

(5) Companies electronically archive the information and documents they make accessible on their websites in accordance with Article 12.

(6) The websites owned by companies are operated in accordance with the technical issues and security criteria stipulated in Article 11.

Technical issues and security criteria

ARTICLE 11 – (1) Companies and MTSPs must have minimum backup and disaster recovery plans, and the necessary network and system security against unauthorized access and attacks due to the activities they are obliged to carry out in accordance with this Regulation.

(2) Companies and MTSPs shall ensure the accessibility, integrity, security, immutability and non-deniability of the minimum content required by the Law and this Regulation to be on the website against third parties.

(3) Companies and MTSPs may establish and operate data centers and systems hosting servers related to the services they provide within the borders of the Republic of Turkey, as well as establish and operate them abroad using up-to-date technologies, including cloud computing technology, or purchase services.

(4) Regarding the operational and security criteria, companies and MTSPs shall;

a) Comply with the ISO/IEC 27001 standard.
b) They undertake to comply with the ISO/IEC 40500:2012 (W3C Web Content AccessibilityGuidelines (WCAG) 2.0) standard to ensure accessibility for disabled individuals. (5) In order for electronically signed documents to have a long life, secure electronic signatures must be produced in accordance with the Archive Electronic Signature Long-Term and DELETE Controlled Secure Electronic Signature Policies (Profile P3) or Long-Term and ÇİSDuP Controlled Secure Electronic Signature Policies (Profile P4) included in the Electronic Signature Usage Profiles Guide published by the Information and Communication Technologies Authority with the Board Decision dated 2/7/2012 and numbered 2012/DK-15/299, and these signatures must be updated in archive format at certain intervals during the period they need to be stored. Electronic archiving

ARTICLE 12 – (1) Content published on the website shall be archived electronically for a period of five years from the date of termination of publication on the website, unless a longer period is stipulated in the relevant legislation.
(2) If the Ministry requires the content to be transferred to MERSIS and/or other databases via an MTHS, this content may be transferred to the relevant database in accordance with the format and standards determined by the Ministry.
(3) Secure electronic signature and time stamp shall be used in archiving the content to be included on the website.
Determination of fees

ARTICLE 13 – (1) The Ministry is authorized to determine the fees to be requested or the upper limits of these fees for the services provided to companies by MTHSs, if deemed necessary.
Technical report

ARTICLE 14 – (1) Companies and MTHSs are obliged to have the institutions specified in the second paragraph determine the compliance of the specified parts of their websites with the provisions of this Regulation and Article 1524 of the Law and to submit the technical report prepared by the said institutions to the Ministry. Capital companies that will provide MTHS service shall also have the compliance of the websites to which they have specified their own information determined in this report.

(2) The technical report can be obtained from the Scientific and Technological Research Council of Turkey or independent auditing companies authorized to conduct audits in this field. This report is renewed every two years and the procedures stipulated in the first paragraph are repeated. (3) The technical report determines the compliance of the companies and MTHSs with the issues specified in Articles 8, 10 and 11.

ARTICLE 15 – (1) Private legal entities shall apply for permission by submitting the petition containing the request to become a MTHS together with the technical report received in accordance with Article 14 to the Ministry. However, capital companies applying for permission to provide MTHS services must have a website where they can provide their own information in accordance with the provisions of the Law and this Regulation.
(2) The Ministry shall finalize the permission requests within one month. The MTHS that fully fulfills the permission conditions shall be granted an activity permit by the Ministry.
(3) If the Ministry determines that one or more of the permission conditions are deficient or have not been fulfilled as a result of the examination, it may grant the applicant a period not exceeding one month to correct these deficiencies. If the deficiencies are corrected within this period, an activity permit shall be granted in accordance with the second paragraph.
Termination of the activities of MTHSs

ARTICLE 16 – (1) During the continuation of the activities of MTHSs; If it is determined in the renewed technical report that one or more of the activity conditions in Article 11 have been lost, the Ministry grants MTHS a period of up to three months to remedy this deficiency. In necessary cases, MTHS may be granted an additional period not exceeding one month. Within the given periods, MTHS’s activity continues to be limited to providing services only to the companies it has contracted with. However, MTHS is obliged to immediately notify the companies it serves of the deficiencies identified in the technical report via registered e-mail. If the deficiencies are not remedied within the given periods, MTHS’s activity will be terminated by the Ministry.
(2) MTHS shall notify the Ministry in writing of the situation at least three months before the date on which it will voluntarily cease its activity, publish its decision to terminate its activity on its website and notify the companies it serves of this situation via registered e-mail.
(3) Service receiving companies that learn via registered e-mail that the MTHS has deficiencies identified in the technical report according to the first paragraph or that it will voluntarily cease its activities according to the second paragraph may receive services from another MTHS that they will determine.

(4) MTHS cannot provide services as of the date the Ministry notifies the Ministry of the decision to cease its activities or notifies the Ministry of the decision to cease its activities.

(5) MTHSs that have ceased or been granted their activities shall immediately transfer the archives they have created to the companies they provide services to.

SECTION THREEFinal ProvisionsCompanies established before the effective date of the website obligationTEMPORARY ARTICLE 1 – (1) Companies established before the effective date of this Regulation must open a website within three months as of 1/7/2013 and allocate a certain section of this website for the publication of the announcements that the company is required to make by law. Companies that have a website must dedicate a certain part of their website to the publication of the announcements that the company is required to make by law within the same period. Entry into force

ARTICLE 17 – (1) This Regulation shall enter into force on 1/7/2013.

Enforcement

ARTICLE 18 – (1) The provisions of this Regulation shall be enforced by the Minister of Customs and Trade.

Ministry permission