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shareholder discontinues attending at the meeting, the GA without
convocation will no longer have a capacity to adopt a resolution.
Article416/2cleared thedoubtsconcerning theprincipleof compliance
to the GA’s agenda. Pursuant to the relevant article, a subject may be
added to the agenda by unanimity of votes to the GA without convocation.
The New TCC stipulates that the articles of association clauses which are
contrary to these will be deemed to be invalid. The reasons for rendering
invalid those clauses is that to prevent any illegitimate resolution may
be adopted unanimously by the shareholders by virtue of the articles of
association.
GA Meetings
Pursuant to Article 407/2 of the New TCC, shareholders and their
representatives and also CEOs, at least one member of the BoD, the auditor
and the operation auditor shall participate the GAmeetings. The NewTCC
adopted a different system regarding the representative of the Ministry of
Industry and Trade (“Ministry”). Participation of the representative of
the Ministry to the meetings is mandatory for the companies laid down in
Article 333 of the New TCC. For other companies, the cases in which the
representative of the Ministry shall participate in the meetings, terms and
conditions regarding the authorization of the representatives, duties and
competences and also the payment tariff of these representatives will be
regulated by a regulation published by the Ministry.
The quorums for ordinary resolutions are not amended by the New
TCC. However, different quorums for the amendment of the articles of
association are adopted.
Pursuant to the New TCC, the list regarding the participants to GA
meetings shall be prepared by the BoD. This list to be prepared by the
BoD shall be signed by the president of the BoD and shall be kept at the
venue where the GA meeting will be held. This list which is signed by the
participants is entitled as “participants list”.
The TCC does not regulate the administration method of the GA
meetings. However, the New TCC, in Article 419/2, adopted a disposition
regulating this subject. According to this article, the BoD shall prepare the