| Other General Assembly Decisions in Joint Stock Companies | Quorum for the Meeting | Decision Quorum |
Decisions imposing obligations and secondary
obligations to cover balance sheet losses
(Turkish Commercial Code Article 421/2) | Unanimity | Unanimity |
Decisions regarding moving the company’s headquarters abroad
(Turkish Commercial Code Article 421/2) | Unanimity | Unanimity |
Decisions to completely change the business subject of the company
(Turkish Commercial Code Article 421/3) | Positive votes of shareholders
representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Creation of privileged shares
(Turkish Commercial Code Article 421/3) | Positive votes of shareholders
representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Restriction on the transfer of registered shares
(Turkish Commercial Code Article 421/3) | Positive votes of shareholders
representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Reduction of capital
(Turkish Commercial Code Article 473/3) | Positive votes of shareholders
representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Dissolution and liquidation general assembly
(Turkish Commercial Code Article 529/1/d) | Positive votes of shareholders
representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Reversal of liquidation
(Turkish Commercial Code Article 548/1) | At least 60% of the capital | At least 60% of the capital |
Board of Directors Decisions
(Turkish Commercial Code Article 390/1) | Majority of the total number of members | Majority of those present |
Merger Decision
(Turkish Commercial Code Article 151/1/a) | Majority of the issued or
paid-in capital represented | 3/4 of the votes in the General Assembly |
Approval of the Division Agreement or
Plan at the General Assembly
(Turkish Commercial Code Article 173/2) | Majority of the issued or
paid-in capital represented | 3/4 of the votes in the General Assembly |
Approval Decision in a Division where the Ratio is not Maintained
(Turkish Commercial Code Article 173/3) | Majority of the issued or
paid-in capital represented | At least 90% of the shareholders
with voting rights in the transferring company |
Decision on Changing Type
(Turkish Commercial Code Article 189/1/a) – General Rule | Majority of 2/3 of the issued or
paid-in capital represented (In case of a transformation of a
joint-stock company into a limited liability company,
if additional payments or personal contributions arise, decisions
must be taken with the participation of all shareholders) | Majority of 2/3 of the votes in the
General Assembly |
Decision on the Transformation of a Joint-Stock Company into a Cooperative
(Turkish Commercial Code Article 189/1/b) | Unanimous approval of all shareholders | Unanimous approval of all shareholders |
Decision on the wholesale sale of a significant portion of the
company’s assets | Participation of shareholders representing at least 75% of the capital | Positive votes of shareholders
representing at least 75% of the capital |
Issuance of bonds, financing bills, asset-backed securities, and
other debt securities, including those issued on a discount basis, convertible securities, and all types of securities, or the authorization of the board of directors regarding these matters (provided that there are no contrary provisions in the special laws and unless otherwise regulated in the articles of association) | Participation of shareholders representing at least 75% of the capital | Positive votes of shareholders representing at
least 75% of the capital |
| Decisions of the Special Assembly of Privileged Shareholders | Participation of shareholders representing at least 60% of the privileged shares capital | Positive votes of the majority of the shares represented at the meeting |
