Recent Developments In Turkish Capital Markets

Issuances Approved by the Capital Markets Board of Türki̇ye

2026 August

Announcements And Principle Decisions

Announcement Made Pursuant to the Decision of the Board Decision-Making Body dated 13/08/2026 and numbered 49/1489:

The first paragraph of Section “IV. Language and Notification Method of Material Event Disclo-sures” of the Material Events Guide of our Board will become applicable to all publicly held com-panies whose shares are traded on the stock ex-change, effective as of 01.10.2026.

Starting from 01.10.2026, it is mandatory that material event disclosures made by publicly held companies whose shares are traded on the stock exchange are published simultane-ously in English in addition to Turkish, with the responsibility for the accuracy of the content resting with the relevant company. The disclo-sure made in English must also include a caveat statement that the Turkish disclosure shall be deemed authoritative.

Until 01.10.2026, the said obligation will contin-ue to apply to companies included in the first group as determined within the framework of the corporate governance regulations of our Board. It is important that publicly held compa-nies newly included within the scope complete the necessary preparations for compliance with the said regulation by 01.10.2026, and that the necessary care and diligence is exercised in compliance with the said obligation, particular-ly by companies included in the first group.

Principle Decision of the Board Decision-Making Body No. i-SPK.128.29 (dated 13/08/2026 and numbered 49/1500):

Pursuant to the provisions of Article 1 and Arti-cle 128/e of the Capital Markets Law, it has been decided by the Board Decision-Making Body to adopt the “Guidelines on Green, Sustainable and Social Capital Market Instruments” and the “Guidelines on Sustainability-Linked Cap-ital Market Instruments”, prepared to replace the “Guidelines on Green Debt Instruments, Sustainable Debt Instruments, Green Lease Certificates, Sustainable Lease Certificates” ad-opted by the Principle Decision of our Board No. i-SPK 128.18 (dated 24/02/2022 and num-bered 10/296), and to grant a 50% discount on the Board fees to be collected pursuant to the relevant provisions of the capital markets legislation in the issuance of capital market in-struments within the scope of the Guidelines, in addition to the discount provided for lease cer-tificates by the Board Decision dated 24.06.2016 and numbered 20/710.

»     Click here to access the Guidelines on Green, Sustainable and Social Capital

Market Instruments.

»     Click here to access the Guidelines on Sustainability-Linked Capital Market Instruments.

Principle Decision of the Board Decision-Making Body No. i-SPK.128.30 (dated 27/08/2026 and numbered 51/1568):

Principle Decision Of The Capital Markets Board Regarding The Criteria To Be Prioritised In The Conclusion Of Applications For Initial Public Offerings Of Shares

Applications for initial public offerings submit-ted to our Board by non-public companies (the “company”) may be concluded on a priority ba-sis, without being subject to the ranking pub-lished on the website of our Board (https://spk.gov.tr/istatistikler/basvurular/ilk-halka-arz-bas-vurusu), provided that at least one of the follow-ing criteria is met and the company so requests.

1. The company being the first company to go public and have its shares traded on the stock exchange in the city where its head-quarters and the factory/production facility or service offices from which it derives more than 50% of its revenue are located, provid-ed that no change has occurred in the last 5 years,
2. The management control of the company being directly or indirectly held by the Minis-try of Treasury and Finance of the Republic of Türkiye, Türkiye Varlık Fonu Yönetimi AŞ and public institutions,
3. The market value of the shares to be offered to the public exceeding TRY 15,000,000,000 and, subject to the allocation of at least 50% to the international investor group, the sub-mission to our Board of a draft document set prepared in a foreign language for the purpose of conducting the public offering in compliance with the Capital Markets Law and the relevant secondary legislation as well as generally accepted international

Announcement Regarding Principle Decision of the Board Decision-Making Body No. i-SPK.52.4.an (dated 28/08/2026 and numbered 52/1589):

Pursuant to the decision of the Board Deci-sion-Making Body dated 28.08.2026 and num-bered 52/1589, it has been decided to amend the “Definitions” section and Articles (1.2.), (2.), (4.2.3.), (4.2.5.1.), (4.2.5.2.), (4.3.), (4.4.), (4.9.), (6.1.), (6.8.), (9.5.), (12.5.) of the Guide on Investment Funds, adopted as the Principle Decision of our Board No. i-SPK.52.4 (dated 20.06.2014 and numbered 19/614), and to add Articles (4.2.10.), (4.10.), (6.12.), (9.8.) to the Guide.

Click here to access the Guide on Investment Funds.

Announcement Made Pursuant to the Decision of the Board Decision-Making Body dated 28/08/2026 and numbered 52/1589:

Within the framework of the first paragraph of Article 41 of the Communiqué on Portfolio Man-agement Companies and the Principles Regard-ing Their Activities No. III-55.1 (the “PMC Com-muniqué”), it has been decided that the initial capital amount set forth in subparagraph (ç) of the first paragraph of Article 5, titled “Conditions for the Establishment of Portfolio Management Companies”, of the PMC Communiqué, and the minimum paid-in capital amount set forth in the fourth paragraph of Article 28, titled “Capi-tal Adequacy Obligations”, shall each be deter-mined, to be effective for the year 2027, as TRY 500,000,000 for full-scope portfolio manage-ment companies and TRY 250,000,000 for lim-ited-scope portfolio management companies.

Announcement Regarding Principle Decision of the Board Decision-Making Body No. i-SPK.128.31 (dated 28/08/2026 and numbered 52/1589):

By persons falling within the scope of the first paragraph of Article 27 of the Communiqué on Shares No. VII-128.1 (the “Shares Communi-qué”), in any 12-month period;

»     more than 2% of the shares or voting rights representing the capital of the company, for companies with a free float ratio above 50%,

»     more than 4% of the shares or voting rights representing the capital of the company, for companies with a free float ratio of 50% or below

may not be sold outside the stock exchange, in-cluding sales made through special orders, the BİAŞ Wholesale Sales Market (TSP) or transfer/ virement methods. The free float ratio prevail-ing at the date of the sale shall be taken into ac-count as the actual free float ratio.

In the event that shares in excess of the said ratios are intended to be transferred through the aforementioned methods, a pre-transfer share sale information form shall be prepared without applying the conditions set forth in the fifth paragraph of Article 27 and Article 15 of the Shares Communiqué, and such form shall be submitted for the approval of the Board. With-out a Board-approved share sale information form, the aforementioned transfers may not be subject to special orders or TSP transactions on the stock exchange, and may not be trans-ferred/virmaned. The responsibility in this re-gard rests with the shareholder transferring the shares and the investment firms intermediating the transfer.

Sales made outside the stock exchange prior to 29.08.2026 shall not be included in the calcula-tion of the sale ratio that may be made within any 12-month period.

Announcement Regarding Principle Decision of the Board Decision-Making Body No. i-SPK.128.31.a (dated 31/08/2026 and numbered 53/1590):

By persons falling within the scope of the first paragraph of Article 27 of the Communiqué on Shares No. VII-128.1 (the “Shares Communi-qué”), in any 12-month period;

»     more than 2% of the shares or voting rights representing the capital of the company, for companies with a free float ratio above 50%,

»     more than 4% of the shares or voting rights representing the capital of the company, for companies with a free float ratio of 50% or below

may not be sold outside the stock exchange, in-cluding sales made through special orders, the BİAŞ Wholesale Sales Market (TSP) or transfer/ virement methods. The free float ratio prevail-ing at the date of the sale shall be taken into ac-count as the actual free float ratio.

In the event that shares in excess of the said ratios are intended to be transferred through the aforementioned methods, a pre-transfer share sale information form shall be prepared without applying the conditions set forth in the fifth paragraph of Article 27 and Article 15 of the Shares Communiqué, and such form shall be submitted for the approval of the Board. Non-exchange-traded shares belonging to shareholders within this scope may not, un-der any circumstances, be converted into ex-change-traded shares without the share sale information form being approved by the Board. Without a Board-approved share sale informa-tion form, the aforementioned transfers may not be subject to special orders or TSP trans-actions on the stock exchange, and may not be transferred/virmaned. The responsibility in this regard rests with the shareholder transfer-ring the shares and the investment firms inter-mediating the transfer. Sales made outside the stock exchange prior to 29.08.2026 shall not be included in the calculation of the sale ratio that may be made within any 12-month period.

Companies included in the BIST 30 Index and companies whose management control is di-rectly or indirectly held by the Ministry of Trea-sury and Finance of the Republic of Türkiye, Türkiye Varlık Fonu Yönetimi AŞ and public insti-tutions are not subject to the above provisions; the said restrictions and conditions shall not apply to such companies.

Footnotes

^{1 Class B shares with a nominal value of TRY 6,500,000 held by the existing shareholder Tunçlar Yatırım Holding AŞ will be offered to the}

^{2 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 70.}

^{3 Class B shares with a nominal value of TRY 3,000,000 held by existing shareholder Kemal YARALI and Class B shares with a nominal value of TRY 3,000,000 held by existing shareholder Ali Kutay YARALI will be offered to the}

^{4 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 40.}

^{5 Class (B) shares with a nominal value of TRY 27,500,000 held by the existing shareholder Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi AŞ will be offered to the public.}

^{6 In the event of excess demand, Class B shares with a nominal value of TRY 12,500,000 held by the existing share-holder Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi AŞ may be additionally sold.}

^{7 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 00.}

^{8 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 00.}

^{9 Class B shares with a nominal value of TRY 10,000,000 held by existing shareholder Mehmet Ömerbeyoğlu will be offered to the}

^{10 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 60.}

^{11 Shares with a nominal value of TRY 1 will be offered for sale at a fixed price of TRY 93.}

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.