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Through its Decision of Principle dated 28 August 2026 and numbered 52/1589 (i-CMB 128.31) (the "Decision of Principle"), published in Bulletin No. 2026/54, the Capital Markets Board ("CMB") introduced certain restrictions on the sale of shares outside the stock exchange by publicly traded companies listed on the stock exchange.
The Decision of Principle applies to following shareholders that are listed under the first paragraph of Article 27 of the Communiqué on Shares No. VII-128.1 of the Capital Markets Board:
1. Shareholders who directly own more than 20% of the publicly held company's share capital, either individually or together with persons acting in concert with them; or
2. Shareholders who hold privileged shares granting the right to elect at least one member of the board of directors or to nominate a candidate at the general assembly.
The shareholders of the publicly held company referred to above cannot, during any rolling 12-month period, sell outside the stock exchange, including through private orders, transactions conducted on the Borsa Istanbul Wholesale Transactions Market, or by way of off-market transfers/assignments:
· more than 2% of the shares or voting rights representing the share capital of any publicly held company with a free float ratio exceeding 50%;
· more than 4% of the shares or voting rights representing the share capital of any publicly held company with a free float ratio exceeding 50% and below.
The actual free float ratio applicable on the date of the sale is used for this calculation.
Where a sale exceeding the specified thresholds is contemplated, a share sale information form must be prepared prior to completion of the transfer and submitted to the CMB for its approval; in this case, the requirements set out in the fifth paragraph of Article 27 (disclosure made on the Public Disclosure Platform (PDP) in connection with the application for the approval of a share sale information form) and in Article 15 (conversion of shares into a type tradable on the stock exchange) of the Communiqué on Shares do not additionally apply. Without the CMB's approval, such shares may not be subject to a special order or a wholesale transaction on the stock exchange, nor may they be transferred or subjected to a book-entry transfer. Liability arising from non-compliance with this process will rest with the shareholder transferring the shares and the investment firm acting as intermediary in the transfer.
The Decision of Principle shall not be applied retroactively. Any off-exchange sales completed before 29 August 2026 will not be taken into account when calculating the applicable 12-month disposal threshold in future periods.
Following the publication of the Decision of Principle, through its new Decision of Principle dated 31 August 2026 and numbered 53/1590 (i-CMB 128.31.a), published in Bulletin No. 2026/55, the CMB introduced an exemption to the scope of the Decision of Principle described above.
Accordingly, companies included in the BIST 30 Index, as well as companies whose management control is directly or indirectly held by the T.C. Ministry of Treasury and Finance, Türkiye Wealth Fund Management Inc. (Türkiye Varlık Fonu Yönetimi A.Ş.) or public institutions, will not be subject to the off-exchange share sale restrictions and conditions set out in the Decision of Principle.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
