In the bulletin of the Capital Markets Board (“Board”) dated 19.03.2025 and numbered 2025/16, a new decision numbered i-SPK.22.9 (dated 19.03.2025 and numbered 16/531) (“Decision”) has introduced various new regulations concerning share buybacks to be carried out by publicly traded companies and their subsidiaries, in light of recent developments in the capital markets.

In accordance with the Decision, the following provisions will apply until further notice:

  1. Initiation of a Buyback Program Without General Assembly Approval:
    • Publicly traded companies and their subsidiaries may initiate a share buyback program based on a board of directors’ resolution, without requiring a general assembly decision. However, the buyback program must be presented to the shareholders at the first general assembly meeting to be held.
    • The relevant board resolution must specify the purpose of the buyback, the anticipated maximum duration of the buyback program, the maximum number of shares to be repurchased, and the maximum amount of funds to be used.
    • The decision must be publicly disclosed in accordance with the Board’s regulations on material event disclosures.
  2. Continuation of Existing Buyback Programs:
    • Publicly held companies and their subsidiaries that already have an active buyback program in place may continue their programs without requiring an additional board resolution, provided they comply with the conditions set forth in the Decision.
  3. For Share Buybacks to Be Carried Out Under the Decision, it has been resolved that the following provisions of the Communiqué on Repurchased Shares No. II-22.1 (“Communiqué”) shall not apply:
    • The provision on the nominal value limit (10% of the share capital) set out in the first paragraph of Article 9, and the provision on the daily transaction limit (25% of the average trading volume over the last 20 days) set out in Article 15, paragraph 1(c);
    • The first four paragraphs of Article 12 (which include certain specific disclosure obligations), and Article 19, paragraph 2 (regarding the disposal of repurchased shares);
    • The restriction on buybacks/sales during capital increase periods set out in Article 10, paragraph 2 shall apply only to capital increases in cash.
  4. Disposal of Repurchased Shares:
    • Buyback shares cannot be sold for 30 days from the date of acquisition. The “first in, first out” method will be used to calculate this 30-day period.
    • After the 30-day period, the relevant shares may be disposed of within a maximum of three years in accordance with the principles set out in Article 19 of the Communiqué, or they may be held as long as they comply with the restrictions in the Communiqué.

 

The full text of the Decision issued by the Board can be accessed via the following link:

https://spk.gov.tr/data/67db0ac68f95db248cad5470/2025-16.pdf

Bahar Ülgen Hasşerbetçi
Partner | [email protected]
Oya Türeoğlu
Senior Associate | [email protected]