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Quorum and Decision Making in Limited Liability

MEETING AND RESOLUTIONS QUORUM IN LIMITED LIABILITY COMPANIES

GENERAL RULE (Article 620 of the Turkish Commercial Code)

Unless otherwise stipulated by law or the articles of association, all resolutions of the General Assembly, including election resolutions, shall be taken by an absolute majority of the votes represented at the meeting.

IMPORTANT  RESOLUTIONS

(Article 621 of the Turkish Commercial Code)

 

Complete change of the company’s business subject

 

The condition of the presence of at least 2/3 of the represented votesresolutions and the simple majority of all the share capital entitled to vote, and resolutions are taken with the same quorum.

 

The provision for privileged voting share capital shares.

The condition of the presence of at least 2/3 of the represented votes and the simple majority of all the share capital entitled to vote, and decisions are taken with the same quorum.

Increasing the share capital

The condition of the presence of at least 2/3 of the represented votes and the simple majority of all the share capital entitled to vote, and resolutions are taken with the same quorum.

 

Limiting or removing the priority right

The condition of the presence of at least 2/3 of the represented votes and the simple majority of all the share capital entitled to vote, and resolutions are taken with the same quorum.

Change of company headquarters.

The condition of the presence of at least 2/3 of the represented votes and the simple majority of all the share capital entitled to vote, and resolutions are taken with the same quorum.

Approval by the General Assembly for the directors and shareholders to engage in activities contrary to the obligation of adherence or prohibition of competition.

The condition of the presence of at least 2/3 of the represented votes and the simple majority of all the share capital entitled to vote, and resolutions are taken with the same quorum. In this case, pursuant to Article 619/f.3 of the Turkish Commercial Code, the relevant shareholder cannot vote.

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