The Principle Decisions dated 03.09.2026 and numbered i-SPK.15.2 and i-SPK.81.1 (the “Principle Decisions”), published in the Capital Markets Board Bulletin dated 08.09.2026 and numbered 2026/57, have revised the minimum threshold for material event disclosures regarding changes in shareholdings and voting rights in companies whose shares are traded on the stock exchange, as well as the concept of shares in actual circulation and the principles governing their calculation.
A. Under Principle Decision No. i-SPK.15.2:
➢ amendments have been made within the scope of the first and fourth paragraphs of Article 12 of the Communiqué on Material Events No. II-15.1 (the “Communiqué”), and the minimum threshold of 5% applicable to material event disclosures regarding changes in shareholdings or voting rights has been reduced to 3%.
➢ the principles governing the direct and indirect shareholding tables published by the Central Securities Depository of Türkiye (“MKK”) have been clarified.
B. Under Principle Decision No. i-SPK.81.1, the concept of shares in actual circulation has been redefined, the shares to be excluded from the calculation have been specified, and new principles have been introduced for the daily calculation of actual circulation data by MKK.
The principal changes introduced by the Principle Decisions and their potential implications in practice are summarized below.
Minimum Disclosure Threshold for Changes in Shareholdings and Voting Rights Set at 3%
Pursuant to Principle Decision No. i-SPK.15.2, the minimum threshold triggering a material event disclosure when the shares or voting rights held in the capital of an issuer whose shares are traded on the stock exchange reach or fall below certain thresholds will be 3%.
The new threshold will apply as of the end of the day on 11.09.2026.
Scope of Shareholding Tables Published by MKK Expanded
Pursuant to the Principle Decision, MKK will maintain an up-to-date table identifying natural and legal persons directly holding 3% or more of the shares or voting rights in the capital of issuers whose shares are traded on the stock exchange. www.oa-ao.com
In addition, taking into account shares held indirectly through free funds, free special funds and other publicly traded companies, a separate table will be maintained identifying natural and legal persons holding 10% or more of an issuer’s capital. MKK will promptly update these tables upon any change in the relevant shareholdings.
The indirect shareholding data to be disclosed by MKK is intended to provide information regarding proprietary rights and will not constitute a direct basis for the application of regulations under which indirect shareholdings are taken into account, such as mandatory tender offer requirements.
Concept of Shares in Actual Circulation Redefined
Principle Decision No. i-SPK.81.1 defines shares in actual circulation as a concept indicating the free float ratio of companies whose shares are traded on the Equity Market of Borsa İstanbul AŞ.
The ratio of shares in actual circulation will be calculated by dividing the number of shares in actual circulation monitored by MKK by the total number of shares monitored by MKK.
Shares to Be Excluded from the Actual Circulation Calculation Specified
The Principle Decision provides that certain shares will be excluded from the calculation of shares in actual circulation.
Accordingly, the following shares will be excluded from the actual circulation calculation: shares owned by public legal entities; shares held by the company, its founders and related entities; shares repurchased pursuant to the Communiqué on Repurchased Shares No. II-22.1 and the relevant Principle Decisions of the Capital Markets Board; shares held by shareholders owning 10% or more of the company’s capital; shares held by certain directors and senior executives; shares held by the company’s pension funds and foundations; and shares provided as collateral, other than those provided as equity under capital markets legislation, those acquired through margin trading and pledged as collateral, or those pledged as collateral for the markets operated by İstanbul Takas ve Saklama Bankası AŞ, as well as shares subject to legal restrictions, prohibitions or attachments.
Shares traded on foreign markets will also be excluded from the definition of shares in actual circulation. www.oa-ao.com
Indirect Shareholdings to Be Taken into Account in the Actual Circulation Calculation
Indirect holdings of persons holding shares that are excluded from the actual circulation calculation, through participation units of free funds and/or free special funds or through shares in publicly traded companies, will also be excluded from the actual circulation calculation in proportion to their ownership interests in the relevant fund or publicly traded company.
In determining shareholders holding 10% or more of a company’s capital, their indirect holdings through participation units of free funds and/or free special funds and shares in publicly traded companies will similarly be taken into account in proportion to their ownership interests in the relevant fund or publicly traded company.
MKK to Calculate Actual Circulation Data Daily
Under the new principles, the number and ratio of shares in actual circulation will be calculated and publicly disclosed by MKK on a daily basis as of 11.09.2026.
Companies whose shares are traded on the stock exchange will be required to notify MKK, on the first business day of each month, of the identity and corporate name information of natural and legal persons falling within the criteria applicable to shares in actual circulation.
Certain previous Capital Markets Board decisions concerning actual circulation have also been repealed.
Entry into Force
The new rules introduced by the Principle Decisions will apply as of 11.09.2026. The 3% minimum threshold for material event disclosures regarding changes in shareholdings and voting rights will apply as of the end of the day on 11.09.2026, while data concerning shares in actual circulation will be calculated and publicly disclosed by MKK on a daily basis as of the same date.
Assessment and Conclusion
The Principle Decisions directly affect both the public disclosure of changes in shareholdings in publicly traded companies and the calculation of shares in actual circulation.
In particular, in light of the disclosure obligation commencing at the 3% threshold, the inclusion of indirect shareholdings in certain calculations and the monthly notification obligation to MKK, publicly traded companies should review their shareholding structures and existing reporting processes in accordance with the new principles.