NEWSLETTER-2020-metin

86 NEWSLETTER 2020 under the new Communiqué, as well as any change of type, transfer of significant size of assets according to the criteria specified under the Communiqué or grating limited rights in rem over such assets, or changing the scope or subject of the existing concessions, are regarded as Significant Transactions. Although not regarded as a Significant Transaction under the Communiqué, the Capital Markets Board of Turkey (“Board”) would make an assesment on the basic transactions related to the structure of the Corporation, which will result in changes in the investment decisions of the investors by making fundamental changes in the core business of the corporation, as a whole, and decide whether the re- spective basic transaction is considered as a Significant Transaction. Transactions specified as Significant Transactions in other regulations are subject to the provisions of the Communiqué Delisting, dissolution, change in the subject of activity through amendment to the articles of associaiton and acquisition of assets from related parties has not been regarded as Significant Transactions and, thus, would not fall within the scope of the Communiqué. 2 Principles regarding Realization of Significant Transactions In order to carry out a Significant Transaction, it is mandatory for the board of directors to adopt a decision in which the principles of the transaction are determined, and then the transaction is approved by the general assembly. It is envisaged that there is a maximum of three months between the decision of the board of directors (or, if later, the permission-approval date of the relevant institutions) and the date of the general assembly, in which the transaction will be approved. Prior to the announcement of the agenda for the general meeting to be discussed, the board of directors of the corporation would decide to leave the final decision to the approval of the general assembly to waive from the referred transaction in case the total cost that the com- 2 The Press Release of the Board on the Communiqué on Significant Transac- tions and the Retirement Right (II-23.3) dated 27.06.2020 (Referral: Board’s Press Release), https://www.spk.gov.tr/Duyuru/Goster/20200627/0 (Access date: 30.06.2020).