| GENERAL RULE (Article 620 of the Turkish Commercial Code) | Unless otherwise stipulated by law or the articles of association, all decisions of the General Assembly, including election decisions, shall be taken by an absolute majority of the votes represented at the meeting. |
| IMPORTANT DECISIONS (Article 621 of the Turkish Commercial Code) | QUORUM |
| Complete change of the company’s business subject | 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. |
| 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 decisions 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 decisions 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 decisions 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 decisions 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. |
MEETING AND DECISION QUORUMS IN LIMITED COMPANIES
| Application to the court for the expulsion of a shareholder for justified reasons and expulsion of a shareholder for the reason stipulated in the company agreement | 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. |
| Liquidation of the company | 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. |
| If the law requires an aggravated quorum for the adoption of certain resolutions, resolutions regarding the provisions of the company agreement that will further aggravate this quorum (Turkish Commercial Code. Article 619/2) | However, it may be taken by the majority to be stipulated in the company agreement. |
| Capital reduction (Turkish Commercial Code 592,473/3,421/3) | The shareholders of the shares constituting at least 75% of the capital or their representatives must vote in favour. |
| AMENDMENT OF THE COMPANY AGREEMENT – (GENERAL RULE – Article 589 of the Turkish Commercial Code) | Unless otherwise stipulated in the company agreement, it may be amended by the decision of the shareholders representing 2/3 of the share capital (Article 621 of the Turkish Commercial Code is reserved). |
| Resolutions of the general assembly regarding amendments to contracts that foresee additional or ancillary obligations, or amendments that increase such existing obligations (Turkish Commercial Code, Article 607) | It can be obtained with the approval of all relevant partners. |
| Decision regarding the addition of a provision for expulsion from partnership to the articles of association. | It is taken with 100% participation of the votes represented. |
Important Notice: Pursuant to Article 22/2 of the Law No. 6103 on the Enforcement and Implementation of the Turkish Commercial Code, no quorum is required for the amendments to be made within twelve months following the entry into force of the Turkish Commercial Code in order to harmonise the agreements of limited liability companies with the Turkish Commercial Code, and the amendments are adopted by the majority of those present at the meeting. However, if there are aggravated quorums in the agreement subject to amendments, the amendments must be made in accordance with these quorums.
