e-book2011

NEWSLETTER 2011

Provisions Concerning the Companies whose Shares are Traded

at Stock Exchange

Article 421/5 of the New TCC provides different quorums for the

companies whose shares are traded at the stock exchange. The said article

makes reference to quorums regulated under Article 418 for the GA

meetings held with regards to the amendments of AoA pertaining to capital

increase and increase of the limit of registered capital, and resolutions with

regards to mergers, acquisitions and conversion. Pursuant to Article 418,

the meeting quorum for the said meetings is the presence of shareholders

holding at least one forth of the capital, or their representatives. In case this

quorum cannot be established in the first meeting, no quorum is required

for the second meeting. As per the resolution quorum, this quorum is

the majority of votes present at the meeting. It should be noted that the

relevant provision shall only be applied to companies whose shares are

traded at the stock exchange. This provision aims at the adoption of the

resolutions which are difficult to be adopted under qualified majorities.

Suspension of Share Transfer Restriction Provisions

Article 421/6 of the New TCC regulates that the shareholders holding

nominative shares who voted against the modification of the field of

operation or issue of preference shares shall not be bound by the share

transfer restrictions during the six months following the publication of the

relevant resolution in the Trade Registry Gazette. The said article enables

the shareholders holding nominative shares which fulfill the conditions

provided in the article to transfer their shares in the company without

being subject to any restriction in the event of modification of the field

of operation or issue of preference shares. The resolutions concerning

the modification of the field of operation in whole, or issue of preference

shares cause significant changes within the company. The fact that the

shareholders opposing to these changes continue to hold the company’s

shares because of share transfer restrictions has many negative effect.

Therefore, the share transfer restrictions are suspended during six months.

The share transfer restrictions will fall within the scope of the relevant

provision are contractual restrictions, and the relevant provision shall not

apply to share transfer restrictions provided by law.