Recent Developments in Turkish Capital Markets - March 2025

Announcements And Board Resolutions

Repeal of Board Resolutions Regarding Crypto Asset Service Providers

In consideration of the Communiqué No. III- 35/B.1 on “Establishment and Operational Principles of Crypto Asset Service Providers” and the Communiqué No. III-35/B.2 on “Operational Procedures and Principles and Capital Adequacy of Crypto Asset Service Providers” published in the Official Gazette dated 13 March 2025 and numbered 32840, certain board resolutions previously in force in these areas have been repealed by the Board Decision dated 13 February 2025 and numbered 8/313.

The repealed regulations are as follows:

»  i-SPK.35.B (Board Decision dated 08.08.2024 and numbered 42/1259)

»  i-SPK.35.B.1 (Board Decision dated 19.09.2024 and numbered 48/1484)

(Articles 1, 2, 3, 4, 5, 6, 8, 9 and 12 of this decision have been repealed.)

Temporary Board Resolution Regarding Share Buyback Programs

Pursuant to the Board Resolution No. i-SPK.22.9 of the Board dated 19 March 2025 and numbered 16/531, the following temporary regulations have been introduced regarding share buyback programs, effective until further notice, in light of recent developments in the capital markets:

» Buyback Based on a Board of Directors Resolution:

Companies listed on the stock exchange and their subsidiaries may initiate share buyback programs through a resolution of the board of directors (“resolution”) without the need for a general assembly resolution. The resolution must include the purpose, duration, maximum number of shares to be repurchased, and the maximum amount of funds to be allocated. This resolution must be disclosed to the public in accordance with the regulations on material event disclosures. Ongoing buyback programs may continue under the terms set forth in this board resolution without requiring a new resolution.

Under this board resolution, the following provisions of the Communiqué on Repurchased Shares (II-22.1) shall not apply:

»  The nominal value limit corresponding to 10% of the capital and the 25% daily transaction limit;

»  The first four paragraphs of Article 12 and the second paragraph of Article 19 of the Communiqué;

»  Provisions regarding buyback prohibitions, which shall only apply during cash capital increase periods.

Shares repurchased under this board resolution may not be sold for a period of 30 days. During this period, the first in, first out method shall be applied. Following the 30-day period, the shares may be sold within a maximum of 3 years in accordance with the Communiqué provisions or held subject to applicable restrictions.

Repeal of Principle Decisions Regarding Information Systems

In line with the new regulations introduced under the Communiqué No. VII-128.10 on Procedures and Principles Regarding Information Systems Management, published in the Official Gazette dated 13 March 2025 and numbered 32840, the following board resolutions previously in force in the same area have been repealed by the Board Decision dated 13 February 2025 and numbered 8/317:

» i-SPK.62.1 (Board Decision dated 01.03.2018 and numbered 9/327)

» i-SPK.128.20 (Board Decision dated 21.03.2023 and numbered 17/352)

Temporary Measures Regarding Borsa Istanbul Markets

With the Board Resolution dated 23 March 2025, the Board introduced certain temporary measures concerning Borsa Istanbul in order to maintain market stability and protect investor rights. Investment firms were reminded of their responsibility to ensure compliance with these regulations.

Short Selling Ban:

Short selling transactions are entirely prohibited between 24 March and 25 April 2025. This ban includes transactions closed on the same day.

Flexibility in Share Buybacks:

»  Price limits have been lifted, allowing buybacks at higher prices.

»  Restrictions on trading session hours will not be applied during this period.

»  Budget limitations have been lifted, enabling companies to conduct buybacks with broader resources.

Flexibility in Margin Trading Equity Requirements:

The minimum margin maintenance ratio may be applied at a minimum threshold of 20% until 25 April 2025. This ratio may be evaluated flexibly based on the risk policies of brokerage firms and client demands.