104 / 516
Place of Meeting
Unless regulated otherwise under the articles of association of the
company, the general assembly meetings shall be held within the bor-
ders of the territorial unit (
i.e.
city, municipality, and district) where the
company headquarters is located. The possibility of holding the meet-
ing at another place or abroad must be specified as an explicit regula-
tion under the articles of association.
The convocation for the meeting announced should include an
accurate and detailed explanation of the meeting place.
Convocation for the Meeting
Those who are authorized to convene the general assembly and the
court’s authorization, regulated under various articles of the TCC, are
regulated together under the sameArticle 9 of the Regulation. Subsequent
articles of the Regulation cover the convocation procedure, the content of
the announcement regarding the convocation of the general assembly and
the principles governing meetings that were not convoked.
Accordingly, in principle, the general assembly shall be convoked
by the board of directors. In the event there is no board of directors, the
board of directors cannot convene or its meeting quorum cannot be
met, the general assembly may be convened by any shareholder who
obtains the approval from the court pursuant to Article 410 of the TCC.
The shareholders constituting the minority of the company (share-
holders holding at least 10% of the company share capital, 5% of pub-
licly offered companies or a smaller percentage if stipulated under the
articles of association) may also request the board of directors to con-
vene a meeting of the general assembly. This request shall be made
through the notary public and in writing.
Additionally, pursuant to Article 9(5) of the Regulation the trustee,
or in the event the company is being liquidated pursuant to Article 9(6),
the liquidation officers may convene a meeting of the general assembly.
Pursuant to Article 10 of the Regulation, a meeting of the general
assembly shall be convoked at least 2 weeks prior to the meeting date.
The dates of announcement and meeting shall not be counted in the
calculation of the 2 week period.
90
NEWSLETTER 2012