NEWSLETTER-2020-metin

31 COMMERCIAL LAW rights, frozen votes are not frozen for a certain item on the general assembly meeting’s agenda. The shareholder, which holds the share with frozen voting rights, cannot use their right to vote until the issue, which has caused the freeze, disappears. Freezing is effective for the occurrence of the cause of freeze until the disappearance of such cause. Additionally, another reflection of the freeze is that it strengthens the power of the remaining shares in the general assembly. Disregard- ing the frozen rights while calculating the quorums means that such shares shall be set-off from the total shares that represent the capital and thereof, the quorums shall be calculated through the remaining shares. In other words, the shares with frozen voting rights will be deemed as non-existent, and the total share amount will decrease 2 . Therefore, the power of one vote will increase proportionally. As an example for the calculation, if 500 shares in a joint stock company, which is represented by 1000 shares in total, freeze; the meeting and decision quorums shall be calculated by taking 500 shares into account and the general assembly meeting can be convened with- out any announcement, provided that all 500 shares which have not been frozen are present 3 . The power of a share increases from 1/1000 to 1/500. Grounds for Freezing of Voting Rights Failure to Make the Notification under Article 198 of TCC If a company (the “Notifying Company”), directly or indirectly, acquires shares representing 5%, 10%, 20%, 25%, 33%, 50%, 67% or 100% of the share capital of another company (the “Target Company”), or the Notifying Company’s shareholding ratio in the Target Company falls below the above-mentioned thresholds, the Notifying Company must inform the Target Company of such transaction, in writing, within ten days following completion of the share transfer, which is 2 Yanlı, Veliye ; Okutan Nilsson, Gül: Prof. Dr. Hamdi Yasaman’a Armağan: Türk Ticaret Kanunu’nun 198. Maddesi Uyarınca Bildirim Yapılmamasının Anonim Şirketteki Oy Haklarına Etkisi, On İki Levha Yayıncılık, İstanbul, 2017, p. 779. 3 Yanlı; Okutan Nilsson , p. 779