Minority Shareholder Rights Under Turkish Law

Shareholder(s) of a joint stock company representing at least 10% of the share capital (5% for publicly owned joint stock company) is deemed as constituting a "minority" and enjoy a certain degree of protection under Turkish Law. The minority shareholders' rights of a Turkish joint stock company ("Anonim Şirket") are governed by the Turkish Commercial Code (Law No. 6762) (the "TCC"). These rights may be expanded, but not limited or restricted, by the articles of association of a company which is a kind of by-laws for a company. Minority shareholders, among others, are entitled to (i) request the appointment by the General Assembly of a special auditor ("ozel denetci") with regard to specific corporate matters; (ii) filing lawsuits against directors and/or statutory auditors for their misconduct; (iii) calling for extraordinary General Assembly meeting; etc. The minority rights may be categorized as individual rights and special minority rights as follows: