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Article 464 - (1) The total nominal value of the increased
share capital through conditional capital increase may not
exceed an amount equal to 50% of the share capital.
(2) The payment to be made shall be at least equivalent to the
nominal value.
As expressed in the article, it is required that the payment made
shall be at least equivalent to the nominal value of the newly acquired
share. Moreover, the total nominal value of the capital increased con-
ditionally may not exceed half of the total capital. According to the
system of the TCC, since the words “principal” and “issued” are not
used before the word “capital”, it shall be concluded that this wording
includes both the principal and issued capital
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.
The Basis in the Articles of Association for Conditional Capital
Increase
As explained above, a conditional capital increase may only be
based on a provision in the articles of association. The content of this
provision is specified in Art. 465 TCC in detail. Said provision in the
articles of association has two significant features: (i) It must be a
detailed explanatory text with respect to the increase; and (ii) Upon
conclusion of the conditional capital increase, since this provision in
the articles of association will be devoid of essence, the provision shall
be removed from the articles of association in accordance with Art. 472
TCC. A new provision forming the basis of the transaction must be
inserted into the articles of association any time a conditional capital
increase is concluded
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Protection of the Shareholders
Another prerequisite regarding the exercise of conversion or pur-
chase rights recognized for the creditors or employees is the abolish-
ment of the right of first refusal of the current shareholders and the
explicit recording of this issue in the articles of association in accor-
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NEWSLETTER 2014
4
TEKİNALP,
p. 115.
5
TEKİNALP
, p. 113.