We, Gur Law, would like to inform you regarding certain provisions of the Communiqué on Commercial Books (the “Communiqué”) on the commencement and year-end closing certifications of the commercial books of joint stock and limited companies incorporated in Turkey. The Communiqué was published in the Official Gazette dated December 19th, 2012 and numbered 28502 as per the Turkish Commercial Code numbered 6102.

Pursuant to articles 13 and 16 of the Communiqué, the commencement certifications of the belowlisted commercial books should be completed for each fiscal term before a Notary Public:

• General journal,
• General ledger,
• Inventory book,
• Board of directors’ resolution book

Provided that such books have sufficient pages to be used and the necessary renewal approval is made within one month as of the coming fiscal term, these books can be used for the new fiscal term.

No commencement certification is required under the Communiqué for share ledgers and general assembly resolution books, provided that such books have sufficient pages to be used during the upcoming fiscal term.

The commencement certifications of the above-listed commercial books for the upcoming fiscal term should be realized before a Notary Public in Turkey until the end of the month before the first month of the upcoming fiscal term.

Regarding the year-end closing certification requirements set forth under the Communiqué, please note that the general journal and the board of directors’ resolution books should be certified for the year-end closing before a Notary Public within the first 3 months of the upcoming fiscal term.

With the enactment of the Communiqué, the obligation to keep general assembly resolution books for joint stock companies has also been introduced for limited companies. The resolutions of the managers or the committee of managers of limited companies may be recorded either in a general assembly resolution book or alternatively in a resolution book of the committee of managers. For the latter case, the commencement and year-end closing certification provisions for board of directors’ resolution books shall be applicable.

In light of above, please note that upon your request, we will be pleased to assist you regarding the below matters in line with the Communiqué:

1. For joint stock companies, realizing the commencement and year-end closing certifications of board of directors’ resolution books before a Notary Public, and
2. For joint stock and limited companies, in the event that a general assembly resolution book (or, in the case of limited companies, the resolution book of the committee of managers) is not currently being kept, preparing and realizing the commencement certifications of such books.

Regarding the necessary certifications required to be realized on the financial books of your company (namely the general journal, the general ledger and the inventory book), we advise you to contact your local accountant in charge of the maintenance of such books.