ERDEM-NEWSLETTER-2018-metin

204 NEWSLETTER 2018 their dissenting opinions into the minutes are granted the break-away right; • If the shareholder holding the control, after the percentage of his shares in the corporation falls below 50 %, reacqui- res more than 50 % of the voting rights of the corporation through new share purchases, provided that the control is not acquired by third parties during the term in which the controlling shareholder’s voting rights remain under the said proportion; • Acquisition of voting rights granting control through share transfers realized in a group of companies that is controlled by the same real person or legal entity; • Equal or less proportion-sharing of the control of the part- nership through a written agreement between the purchaser and the shareholder who held the management control prior to the acquisition of a certain portion of shares from the shareholders holding management control of the company, providing that the acquirer owns 50 % or less of the voting rights of the partnership. Exemptions Exemptions regarding mandatory share purchase offers are regu- lated under Article 18 of the Communiqué. Accordingly, the Capital Markets Board (“Board”) may grant exemption in the following cir- cumstances: • Acquisition of publicly traded shares or voting rights in ac- cordance with a capital structure change that is necessary in order to strengthen the financial structure of the partnership that is in financial hardship; • Provided that publicly traded company shares are not used in any general assembly meeting, or there is no change in the company’s management board, disposing the portion of the capital shares that requires a share purchase offer or under-