New regulation from the Capital Markets Board on off-exchange share sales

The Capital Markets Board has introduced new limitations and approval mechanisms for off-exchange share sales based on actual free float rates.

Ratio Limit Imposed on Off-Exchange Sales

An upper limit has been introduced for sales to be made off-exchange within any 12-month period by persons within the scope of the first paragraph of Article 27 of the Share Communiqué.

For partnerships with an actual free float rate of over 50 percent, no more than 2 percent of the capital or voting rights can be sold off-exchange.

Application for Rates of 50 Percent and Below

For partnerships with an actual free float rate of 50 percent and below, no more than 4 percent of the shares representing the partnership capital can be transferred off-exchange.

In calculating these ratios, transactions will be carried out taking into account the actual free float rate valid on the date of the sale.

Share Sale Information Form and Board Approval

If it is desired to transfer shares in amounts exceeding the said ratios, a share sale information form will be prepared in advance.

The prepared form will be submitted directly for the approval of the Capital Markets Board, and transactions cannot be completed without obtaining approval.

Transaction Restrictions and Responsibilities

Without the preparation of a Board-approved share sale information form, the aforementioned transfers cannot be subject to special order transactions on the stock exchange or wholesale market transactions.

Legal liability in this regard will rest with the shareholder transferring their shares and the authorized investment institutions acting as intermediaries in the transfer.

Past Sales and Exceptions

Sales made off-exchange before August 29, 2026, will not be included in the sale ratio calculations within any 12-month period.

Companies included in the BIST 30 Index and partnerships owned by public institutions will be exempt from these provisions.