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h) Lease of assets in the portfolio of real estate investments trusts,
i) Forming rights in rem over the assets in the portfolio of real
estate investment trusts in accordance with the Communique
III-48.1 concerning real estate investment trusts,
j) Forming rights
in rem
over the assets of the companies consol-
idated in the financial statements in favor of such companies,
k) Subject to the approval by the Capital Markets Board, the
transfer of assets having no economic value, which are evalu-
ated so as to offset the capital loss in the independent audit
report of companies who have lost at least half of their capital,
pursuant to the financial statements prepared in accordance
with the regulations of the Board.
l) Merger and liquidation transaction for a company which is
established for that reason (merger and liquidation).
In the cases where no right to dissociate shall arise; except for the
situations where a general assembly meeting is required, a board of
directors’ resolution shall suffice. Where a general assembly meeting is
required pursuant to the relevant regulations, a statement from the
board of directors confirming that no right to dissociate shall arise for
the relevant transaction shall be added to the agenda of the meeting.
In each case, the board of directors’ resolution adopted for the
transactions stated herein shall be announced to the public together
with the relevant information and documentation.
Conclusion
The Communiqué defines material transactions, and the rights and
the principles of shareholders who recorded their dissenting vote on
these transactions, and recorded their opposition to the minute, are
defined and determined therein. The board of directors of listed com-
panies must evaluate the materiality and necessity of the relevant trans-
action carefully, since the consequences of the execution of such trans-
action for the company are very important.
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