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will be more than 5%; a valuation for the transaction must be made
before the transaction by an institution authorized by the CMB. No
extra valuation report is required when the subject of the transaction is
shares and the transfer of such shares is conducted at a stock exchange.
In lease transactions and/or other transactions where cash flows are
definitely separated, the present net value of the lease revenues/expen-
ditures and/or other revenues/expenditures which are calculated with
the discounted cash flow method shall be considered as the transaction
cost. In the event that ratios calculated pursuant to the aforesaid prin-
cipals are negative or found unreasonable and accordingly inapplica-
ble, such ratios shall not be taken into consideration and this matter
shall be disclosed to the public on the Public Disclosure Platform
(“KAP”).
Part 2:
a) If it is foreseen that the ratios stated in Part 1 will be more than
10%, in addition to the obligation of conducting a valuation, it
is required that a majority of the independent members’ in the
board of directors’ vote for such a transaction. The members of
the board, qualified as the representative of the related party
shall not vote in such board meetings. If a majority of the inde-
pendent members disapprove the transaction in question, it
must be disclosed to the public on the Public Disclosure
Platform (“KAP”) and the transaction shall be submitted to the
general assembly’s approval. In such a case; no meeting quo-
rum is required and the parties of the transaction and related
parties cannot vote in said general assembly. The resolutions
are taken by a simple majority of the votes. The resolutions of
the board of directors and general assembly not adopted in
accordance with the aforesaid principles shall be deemed void.
b) Real estate and its component parts and the real estate projects
and rights thereof related to the transaction are subject to a val-
uation pursuant to the regulations of the CMB’s real estate val-
uation.
c) If a related party transaction is approved; the direct and indirect
relationship between the related parties, the nature of transac-
tions, assumptions used in the valuation and the summary of
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NEWSLETTER 2014