Organs of Joint Stock Company

Organs of a joint stock company

There are three statutory organs in a joint stock company, namely, shareholders (known as general assembly), board of directors and statutory auditors.

A. Shareholders

Rights of Shareholders

a. Commercial Rights: The commercial rights of the shareholder have monetary values.

(i) Dividend Right: Under the Turkish Commercial Code (the “TCC”) Art. 455, each shareholder is entitled to dividend pro rata to its shares in the total share capital of the company. The privileged shares providing their holders certain privileged rights in obtaining dividend are an exception to this rule.

(ii) Right to Liquidation Proceeds: Pursuant to TCC Art. 455 of the TCC, each shareholder shall have the right to have dissolution proceeds upon the dissolution of the Company.

iii) Preemptive Right to Purchase New Shares: Under Art. 394 of the TCC, the shareholders shall have the right to purchase newly issued shares in the increased capital of the Company pro rata to their shares.

b. Participation in General Assembly and Voting Right: Under the TCC, shareholders is entitled to the rights to elect directors, vote on fundamental corporate transactions and amend the Articles of Association of the Company. These decisions of the shareholders are taken by the general assembly of the Company comprised of the shareholders. The shareholders are entitled to participate in these meetings, provide their opinions and vote on the issues set forth in the agenda.

c. Informatory Rights: The shareholders are entitled to request information with respect to the activities of the Company through the inspection of the corporate books upon the permission of the general assembly or the board of directors. No shareholder is entitled to disclose the trade secrets of the Company.

d. Other Material Rights: Each shareholder shall have the right to file a lawsuit for the cancellation of the general assembly decisions, within...