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NEWSLETTER 2011

46

share has been abandoned, and the system based on the total nominal

value of the shares held by a particular shareholder has been adopted. As

a result, the principle of taking part in the management in proportion to

the capital has been emphasized in the joint stock companies, which are

private equity companies.

Principles Concerning the Voting Right Granted in favor of the

Shareholder

Pursuant to Article 432/1 of the New TCC, in the event that there

is a co-ownership concerning the share, the voting right may only be

exercised by a joint representative. This provision is in line with the TCC.

Pursuant to Article 432/2 of the New TCC, in the event that the share is

subject to usufruct, the voting right shall be exercised by the holder of

the usufruct right, except agreed otherwise. However, the usufructuary

should act equitably, considering interests of the shareholder. Otherwise

he shall be liable to the shareholder. This provision is in line with Article

360/5 of the TCC. New TCC brings a different provision and allows the

owner to exercise the voting right with regards to an agreement concluded

between the parties.

The New TCC regulates, through Article 434/2, that each shareholder

shall hold at least one voting right even if he holds only one share. The

principle of

“no shareholder without voting right”

is maintained in New

TCC. However, shares without voting rights set forth under Article 14/A of

the Capital Markets Law (“CML”) are the exception to this rule. Pursuant

to CML, joint stock companies may issue shares without voting rights

by providing a privilege of dividend under condition to have a provision

in the articles of association and they may offer the share certificates

representing those shares to the public.

Pursuant to the second sentence of Article 434/2 of the New TCC,

number of votes to be granted in favor of the shareholders having more than

one share may be limited by the articles of association. Thus, the issue which

was controversial under TCC regarding the limitation of voting rights on

the basis of shareholder has been clarified. Within this framework, having

the majority of shares shall not be equal to having majority of voting rights,

and an exception may be adopted by the articles of association.