The Concept Of Shares In Actual Circulation And The Applicable Calculation Principles Have Been Re-Regulated By A Principle Decision Of The Capital Markets Board

With Principle Decision No. i-SPK.81.1, published in the Capital Markets Board’s (the “Board”) Bulletin No. 2026/57 dated 8 September 2026, the concept of shares in actual circulation and the applicable calculation principles for companies whose shares are traded on the Borsa İstanbul A.Ş. Equity Market have been re-regulated.

Under the Principle Decision, shares in actual circulation have been defined as a concept indicating the free float ratio of companies whose shares are traded on the Borsa İstanbul Equity Market. It has further been stipulated that the ratio of shares in actual circulation will be calculated by dividing the number of shares in actual circulation, calculated on the basis of shares that can be monitored by the Central Securities Depository of Türkiye (“MKK”), by the total number of shares that can be monitored by MKK.

Under the new framework, in particular, shares held by:

• public legal entities;
• the company, its founders and its related entities subject to consolidation;
• shareholders holding 10% or more of the company’s share capital;
• members of the board of directors and supervisory board, as well as certain senior executives; and
• the company’s funds and foundations,

will be excluded from the definition of shares in actual circulation.

In addition, shares acquired through share buy-back transactions carried out in accordance with the applicable legislation, certain pledged or otherwise encumbered shares, shares that are legally restricted, prohibited from trading or subject to attachment, as well as shares traded on foreign markets, will also be excluded from the calculation of shares in actual circulation.

The Principle Decision also introduces an approach whereby indirect shareholdings are taken into account in the calculation of shares in actual circulation. Accordingly, where persons holding shares that are excluded from the free float calculation indirectly hold shares in the issuer through hedge funds or private hedge funds, or through other publicly traded companies, the corresponding issuer shares will also be excluded from the free float calculation in proportion to the relevant indirect shareholding. Similarly, such indirect shareholdings will also be taken into account when determining shareholders holding 10% or more of the company’s share capital.

Under the new framework:

• as of 11 September 2026, the number and ratio of shares in actual circulation will be calculated and publicly disclosed by MKK on a daily basis; and
• 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 details of natural and legal persons falling within the criteria applicable to shares in actual circulation.

In addition, various previous Board decisions concerning shares in actual circulation have been repealed.

The new framework is particularly significant for publicly traded companies as it enables indirect shareholdings to be reflected more comprehensively in the calculation of shares in actual circulation and seeks to ensure that the relevant data maintained by MKK remains up to date.