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can be adopted by the positive votes of two-thirds of the shareholders
present in the general assembly, which have voting rights. However,
unless a higher quorum is stated in the articles of association, if at least
half of the shareholders having voting rights are present in the meet-
ing, the decisions can be adopted by the majority of the shareholders
having voting rights present in the meeting. Provisions in the articles
of association lowering such quorums shall be deemed invalid.
Shareholder’s Right to Dissociate
The shareholders or their representatives who attend the general
assembly meeting on material transactions and record their dissenting
votes to the minutes shall have the right to dissociate by selling their
shares to the company.
A person who holds usufruct rights and exercises voting rights
shall not have the right to dissociate. In such a case, the shareholders
or their representatives shall attend the general assembly meeting
regarding material transactions and record their dissenting vote to the
minutes in order to exercise their right to dissociate.
The following shall be stated in the agenda of the general assem-
bly meeting for material transactions: (i) shareholder’s right to disso-
ciate who attend the general assembly meeting and record their dis-
senting vote to the minutes, (ii) the value of the shares subject to the
right to dissociate, and (iii) the procedure of the exercise of such right.
The exercise of a shareholder’s right to dissociate shall commence
within 6 business days (at most) starting from the date of the general
assembly meeting. The period for the exercise of such right cannot be
less than 10 business days and no more than 20 business days.
The shareholder’s right to dissociate can be exercised through an
intermediary institution. The Capital Markets Board may grant an
exemption to such rule for companies not traded on the stock
exchange.
Shareholders who intend to exercise their right to dissociate shall
deliver the shares to the intermediary institution, within the framework
of the public disclosure regarding the procedure and in line with the
general provisions, and thus the sale shall be completed. The share
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NEWSLETTER 2014