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unlike the TCC, the New TCC Article 502/2 regulates that the dividend
right certificates may be issued as bearer or promissory certificates.
Article 503 of the New TCC contains dispositions similar to
Article 403 of the TCC. Pursuant to the said article, holders of dividend
right certificates cannot be granted with shareholding rights; however,
they may be granted with other rights to participate to the net profit, to
the remaining amount after liquidation, or to acquire newly issued
shares.
Debt Instruments and Securities Containing Right to Purchase
and Exchange
Article 504 and following articles of the New TCC regulate debt
instruments and securities containing right to purchase and exchange
which were not regulated under the TCC.
Upon the exercise of the right to purchase or to exchange of the
holders of the securities granting such rights, the capital of the compa-
ny shall increase in proportion to these rights. The capital increase
upon the exercise of the right to purchase or right to exchange occurs
automatically, without necessitating any further operation. Right to
purchase and right to exchange are creative rights. Therefore, the rele-
vant declaration generates its consequences once it is received by the
other party, it cannot be revoked and it cannot be bound to a specific
condition.
Pursuant to Article 504 of the New TCC, debt instruments such as
bills of exchange and commercial bills, securities bearing right to pur-
chase and right to exchange and all other types of securities may be
issued upon the resolution of general assembly, unless stated otherwise
by legal provisions. Article 504 of the New TCC makes reference to
Article 421/3 and 421/4 with regards to the resolution of general
assembly to be adopted. Pursuant to the said provisions, these resolu-
tions should be adopted by the votes of shareholders holding at least
seventy five percent of the capital or their representatives. In the event
that this quorum is not reached in the first general assembly meeting,
the same quorum should be obtained for the following meetings.
However, a provision on the contrary may be regulated under the arti-
cles of association (New TCCArticle 504). Pursuant to the justification
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NEWSLETTER 2012