17 COMMERCIAL LAW Key Provisions The key provisions of share subscription agreements are the information on the number, group and price of the shares that the investor will have in return for the investment, details of the closing general assembly meeting regarding the capital increase, closing conditions, representations and warranties, and indemnification provisions. General Assembly Meetings Regarding a Capital Increase The most important obligation of a company and its existing shareholders in the share subscription agreement is to ensure that the general assembly1 meeting is held for the capital increase in a way that will enable the investor to subscribe for the newly issued shares. The general assembly meeting regarding the capital increase is defined as the closing. The most important obligation of the investor is to undertake and pay the investment amount to be invested in the company as capital. In this respect, information regarding the shareholding structure before the investment round and the shareholding structure to be formed after the investment round, the total investment amount, the share premium amount, and information regarding the closing general assembly are set forth in detail in the share subscription agreement. In this capital increase realized through share subscription, each shareholder has a statutory pre-emptive right, which is defined as the right to purchase new issued shares pro rata to their shareholding in the capital, under art. 461 of the Turkish Commercial Code numbered 6102 (“TCC”). That said, the pre-emptive rights of the shareholders may be limited or removed by the company in the presence of valid reasons and with the affirmative vote of at least sixty percent of the capital. Shareholders may also waive their pre-emptive rights. In the event that a new investor invests in the company, the existing shareholders must either waive their pre-emptive rights or the usage of the pre-emptive right must be limited or removed by the company in order for the new investor to subscribe to a capital increase. In addition to 1 While the general assembly decides on the capital increase in joint stock companies registered in the principal capital system, the board of directors decides on the capital increase in joint stock companies registered in the registered capital system.
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