The Capital Markets Board’s Principle Decision No. 16/531 On The Buy-Back of Publicly Held Corporations’ Own Shares Has Been Published

The Capital Markets Board (“Board”) has introduced certain amendments to the Communiqué on Buy-Backed Shares (II-22.1) (“Communiqué”), which regulates the procedures and principles relating to acquisition of own shares or accepting own shares as pledge by publicly held corporations, through its Principle Decision No. 16/531 (“Principle Decision”) which was published on 19.03.2025.

With the Principle Decision, publicly traded corporations and their subsidiaries have been granted the ability to initiate a share buy-back program based on a board of directors’ resolution without requiring a general assembly resolution, provided that it is submitted for shareholders’ approval at the next general assembly meeting.

The board of directors' resolution must specify the purpose of the buy-back, the maximum duration of the buy-back program, the maximum number of shares to be acquired, and the maximum amount of funds to be used. Additionally, the decision must be disclosed to the public in accordance with the Board’s regulations on public disclosures.

The Principle Decision also stipulates that publicly held corporations and their subsidiaries with an existing share buy-back program may continue their buy-back activities under the conditions specified in the Principle Decision without requiring an additional board resolution.

Under the Principle Decision, the following provisions of the Communiqué will not apply to the buy-backed shares carried out in accordance with the new framework:

- The nominal value limit set forth in Article 9, paragraph 1 (10% of the share capital) and the daily trading limit specified in Article 15, paragraph 1(c) (25% of the 20-day average trading volume),

- The first four paragraphs of Article 12, which regulate public disclosure obligations regarding the share buy-back transactions of publicly traded companies,

- Article 19, paragraph 2, which contains provisions regarding the disposal and redemption of buy-backed shares.

Furthermore, within the scope of the Principle Decision, pursuant to Article 10, paragraph 2 of the Communiqué, which regulates cases where buy-back and sale transactions are not permitted, the restriction on buy-back shares/sale shares applicable to shareholders or subsidiaries until the completion of the capital increase process is limited to cash capital increases only.

Additionally, the Principle Decision stipulates that buy-backed shares cannot be sold for a period of 30 days from the date of buy-back. The “first-in, first-out” method will be applied when calculating this period. After the expiration of this period, the relevant shares may be disposed of within a maximum period of three years in accordance with the provisions of Article 19 of the

Communiqué or may be retained subject to the restrictions set forth in the Communiqué.