On the date 1 August 2024, Capital Markets Board (“CMB”) published their Resolution (“Resolution”) numbered (41/1198 s.k.) i SPK.22.8. With this Resolution, the resolution no.9/176 dated 14/02/2023 that was published previously upon 6 February Earthquake to minimize the negative effects of earthquake on capital markets and to avoid possible investor victimizations, has been repealed considering 18 months have passed since the earthquake disaster.
In addition, in the same Resolution, the Resolution no i-SPK.22.4 (11.11.2016 dated and 31/1081 s.k numbered.) has been repealed and it has been decided to apply subparagraph 15/1-b of Communique Repurchased Shares (“Communique”) no. II-22.1 as “The price order given for repurchase cannot be higher than the current highest purchasing offer that waiting in the ordering system.”
By this Resolution released on 1 August, in accordance with the Communique, the repurchasing program prepared by the board of directors of a public company whose shares are
traded on the stock exchange must be submitted for approval of the general assembly of the company; repurchasing of public company shares shall not be carried without the approval of the general assembly.
In other words, within the framework of the resolution dated February 2023, the practice of board of directors being able to initiate the repurchasing without the approval of the general assembly is repealed. Within the Communique, the initiation of the executive board about repurchases without the approval of the general assembly of the public company whose shares are traded on the stock exchange can only be possible in the aims of avoiding imminent and substantial loss. In contrast, subsidiary partners cannot
utilize this opportunity even to avoid imminent and substantial loss.
In this scope, repurchasing programs that are started by the board of directors of companies whose shares are traded on the stock exchanges or their subsidiaries and are still in force will be valid until the first general assembly meeting. Moreover, it is also possible to finalize the program before its term via going public by taking the decision of the executive board make the decision of the executive board.
In addition, the Resolution also stipulates that in the implementation of the provision in Article 9/1 of the Communiqué, indicating that the nominal value of the repurchased shares may not exceed ten percent of the paid-in or issued capital of the companies, including previous purchases, the 3- year disposal period for shares exceeding the 10% limit; shall continue to be computed by taking into account the date of acquisition of the shares in accordance with Article 19/3 of the Communiqué.
