The Capital Markets Board of Türkiye (“Board”) announced a new Principle Decision (“Decision”) dated March 19, 2025 in its weekly bulletin (2025/16) concerning share buy-back programs, under decision number i-SPK.22.9 (16/531). With this Decision, significant temporary flexibilities have been introduced regarding share buy-back transactions in light of recent developments in the capital markets.
The main regulations introduced by the Decision, which will remain in force until further notice from the Board, are as follows:
1. Share buy-back programs may be initiated by Board of Directors’ Resolution without the need for General Assembly Resolution.
Publicly traded companies and their subsidiaries may initiate a share buy-back program through a resolution of their Board of Directors, without requiring a General Assembly Resolution provided that the program is presented for information at the first upcoming General Assembly meeting.
The Board Resolution must include the following:
- The purpose of the share buy-back,
- The maximum duration of the buy-back program,
- The maximum number of shares to be buy-backed,
- The total amount of funds to be allocated for the buy-back.
This resolution must also be disclosed to the public in accordance with the regulations on material event disclosures.
2. Buy-back transactions may continue within the scope of existing share buy-back programs.
Share buy-back transactions may continue under existing buy-back programs in accordance with the conditions set therein, without the need for a new Board Resolution.
3. Temporary exemptions have been granted from certain provisions of the Communiqué on Buy-backed Shares.
Temporary exemptions have been introduced regarding the following provisions of the Communiqué on Buy-backed Shares numbered II-22.1 (“Communiqué”):
- The 10% nominal limit stipulated in Article 9(1) of the Communiqué,
- The daily transaction limit stipulated in Article 15(1)(c) of the Communiqué,
- Disclosure obligations under the first four paragraphs of Article 12 and Article 19(2) of the Communiqué,
The limitation introduced by Article 10(2) of the Communiqué regarding the inability to buy-back shares during the capital increase period will only apply to cash capital increases.
4. Restrictions have been introduced regarding the disposal of buy-backed shares.
Buy-backed shares cannot be disposed of until 30 days after the date of buy-back. The “first-in, first-out” method shall be applied in determining the order of disposal.
After this 30-days period, shares must either be sold within a maximum of three years or held in accordance with the restrictions set forth in the Communiqué.
5. Conclusion
Similar to the decisions taken following the 2023 earthquake disaster, this Decision aims to promote market stability and bolster investor confidence. The Decision will remain in effect until a new announcement is made by the Board.
