2016.ANA METIN ingilizce.01

tem, the general assembly resolution is required in Turkish Law in

order to decrease the capital.

Except for those stated, the Draft includes certain provisions on

facilitating the distribution of legal reserves (Art. 671 of Draft) and

allowing the distribution of interim dividends (Art. 675 of Draft).

Provisions on Shareholding

The draft includes provisions on the controversial issue of dispo

shares (actions dispo) that signify the problem regarding the holders of

the nominative shares which are not registered in the company’s share

to the company’s share register unless they request to be registered, and

shareholders who are not registered in the share register shall not exer-

cise their right to vote. By reason of dispo shares, the quora may not be

attained in the general assembly, a lower majority may control the com-

pany, or other similar problems may appear. In order to overcome such

problems, certain solutions are already adopted, such as a presumption

that the depositor is deemed to be the shareholder in terms of exercis-

ing the rights that arise from the shares; however, the solutions resulted

in new discussions. The Draft also provides for the general assembly to

resolve that shareholders who exercise their right to vote be entitled to

benefit from up to 20% higher dividends (Art. 661 of Draft). In addi-

tion, the Draft obliges the listed companies to provide an electronic

means for shareholders to request registration in the share register (Art.

686b of Draft). Pursuant to Turkish Law, the shareholders shall be reg-

istered in the company’s share register upon their request, and only the

holders of the nominative shares registered in the share register may

exercise their right to vote in the general assembly (Art. 417/2 of TCC).

However, the transfer of the shares registered to the Central Registry

Agency (“CRA”) shall be registered in the company’s share register in

accordance with the records of the CRA without any request (Art. 13/6

of CML). The interpretation of this provision is controversial among

scholars, and various of them state that the relevant provision does not

allow for automatic registration by the company in the share register.

Furthermore, the Draft provides a right to demand written infor-

mation from the board of directors for the shareholders of the unlisted

NEWSLETTER 2015