Principle Resolution From The Capital Markets Board of Türkiye
This Principle Decision aims the share repurchase transactions of publicly traded corporations and their subsidiaries, regardless of whether there is a repurchase program in effect or not.
In order to initiate a repurchase program for publicly traded corporations, a resolution of the board of directors is deemed sufficient, provided that it is submitted to the information of the shareholders at the first general assembly meeting. The relevant board of directors' resolution should include the purpose of the repurchase, the maximum duration of the program, the maximum share value to be repurchased and the maximum fund amount. In addition, this board of directors' resolution is required to be disclosed to the public within the framework of the Board's regulations on material event disclosures.
The above-mentioned rules also applicable to the subsidiaries of publicly traded corporations, which may initiate a repurchase program by a resolution of the board of directors to be submitted for the information of their shareholders and the shareholders of the parent company at the first general assembly to be held.
The Principle Resolution also provides convenience for publicly traded corporations that already have a repurchase program and it is regulated that they may continue their programs under the conditions set forth in this resolution without the need for a separate board of directors resolution.
The repurchased shares cannot be sold for a period of 30 days from the date of repurchase and the “first-in, first-out” rule will be applied in the calculation of this period. It has been regulated that the principles set forth in the Principle Resolution shall also be applied for the bonus shares acquired due to the repurchased shares.
Accordingly, it has been decided not to apply to the articles 9, 12, 15 and 19 of the Repurchased Shares Communiqué (II-22.1) regulating the transaction limits, public disclosure obligations, transaction principles and disposal principles regarding the repurchased shares, that are contrary to this Principle Resolution.
This Principle Resolution shall be applicable as of the date of its publication and repealed the announcements dated 21.07.2016 and 25.07.2016 and the Principle Resolutions dated 23/06/2022 and numbered 34/959 and dated 21.08.2015 and numbered 21/1023.