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in presence of justifiable reasons, and with the positive votes of sixty
percent of the capital. The relevant article provides some examples to
justifiable reasons, such as public offering, acquisition of the enterprise,
parts of enterprise or subsidiaries, and participation of employees to the
company. Additionally, pursuant to the relevant article, the BoD shall
draft a report and provide the details of the justification of limitation
or abrogation of preference rights, the reason for the new shares to be
issued with or without premium, and the calculation of the premium. This
report is registered and announced. The aim of this report is to inform the
shareholders on the relevant issue. The BoD shall define the specifics of
the right to acquire new shares in a resolution, and shall give a delay of
at least fifteen days in order for the shareholders to exercise the relevant
right. This time period shall be convenient in order for this right to be
exercised.
Capital Increase from Internal Sources
The New TCC regulates the capital increase from internal sources,
which was not within the scope of the TCC, and which was regulated in
the tax legislation. Pursuant to Article 462/1 of the New TCC, reserve
funds -contingent capital- which are reserved in accordance with the AoA
or GA resolution and have not been allocated to a purpose and the portion
of freely used legal reserve funds which are permitted by the legislation
to be added to balance sheet (such as the reevaluation surplus reserves)
and to the capital may be converted into capital, and hence the capital
may be increased from internal sources. This article does not provide
an exhaustive list of the values that may be converted into capital, and
the values that are not specified in the relevant article may be subject to
capital increase from internal sources. The capital increase from internal
sources is one of the operations subject to control of the operation audit.
Article 462/3 of the New TCC regulates that, in the event that there
are funds permitted to be added to the capital by legislation in the balance
sheet, the capital may not be increased unless these funds are converted
into capital. This disposition aims at preventing the capital increase
to be used against the shareholders. Additionally, with the disposition
specifying that the shareholders would acquire the shares free of charge
automatically after the registration of the capital increase, it has been