Newsletter On Off-Exchange Share Sales In Public Companies

The Capital Markets Board of Türkiye (“CMB”) published the Principle Decision No. i-SPK 128.31 (“Initial Principle Decision”), adopted by its decision dated 28 August 2026 and numbered 52/1589, in its bulletin dated 28 August 2026. The Initial Principle Decision was revised by the Principle Decision No. i-SPK 128.31.a (“Revised Principle Decision”), adopted by the CMB’s decision dated 31 August 2026 and numbered 53/1590.

These regulations apply to share sales by shareholders that (i) directly hold, alone or together with persons acting in concert, 20% or more of the share capital of a public company, or (ii) hold privileged shares granting the right to appoint at least one member of the board of directors or to nominate at least one candidate for election to the board of directors at the general assembly.

Accordingly, in any 12-month period, the following may not be sold off-exchange by such shareholders:

• More than 2% of the shares representing the share capital or voting rights of a company with a free float ratio above 50%; or
• More than 4% of the shares representing the share capital or voting rights of a company with a free float ratio of 50% or below,

including through private orders, wholesale transactions under the Borsa İstanbul AŞ Wholesale Transactions Procedure or off-market/book-entry transfers. The free float applicable on the date of the sale will be taken into account in determining these thresholds.

If shares exceeding these thresholds are intended to be transferred through any of these methods, an information memorandum must be prepared and submitted to the CMB for approval before the transfer. In this process, the requirements under (i) Article 27/5 of the Share Communiqué No. VII-128.1 regarding disclosure of the submission to the CMB and its outcome on the Public Disclosure Platform, and (ii) Article 15 of the same Communiqué regarding the conversion of non-tradeable shares into tradeable shares will not apply.

Unless the information memorandum has been approved by the CMB, such transfers may not be effected through private orders or wholesale transactions on-exchange, and the relevant shares may not be transferred through off-market or book-entry transfers. The selling shareholder and the investment institution intermediating the sale will be responsible for compliance. Off-market sales completed before 29 August 2026 will not be taken into account when calculating the applicable thresholds for any 12-month period.

The Revised Principle Decision further provides that:

• Non-tradeable shares held by shareholders within the scope of the regulations may not be converted into tradeable shares unless the information memorandum has been approved by the CMB; and
• Companies included in the BIST 30 Index and companies whose management control is held, directly or indirectly, by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund Management Inc. or public institutions are exempt from these restrictions and requirements.

Under the new regulations, parties to transfers involving shares of public companies should assess at an early stage whether CMB approval is required and, where necessary, factor the approval process into the transaction timetable.