Capital Markets Board Resolution No. 41/1198 dated August 1, 2024:

Resolution No. 41/1198, dated August 1, 2024, repealing the previous resolutions of the Capital Markets Board (“CMB”) regarding share repurchase transactions and introducing new regulations.

Key Provisions:           

• Repeal of Post-Earthquake Regulations: Resolution No. 9/177, dated February 14, 2023, on mitigating the impact of earthquakes on financial markets dated February 6, 2023 was repealed considering that 18 months have passed since the earthquakes.
• New Buy-Back Price Regulation: Resolution No. 31/1081 dated November 11, 2016, was repealed by CMB and CMB decided to apply paragraph 15/1-b of the Communiqué on Repurchased Shares numbered II-22.1 (“Communiqué”) as “The price order given for repurchase cannot be higher than the current highest bid price.”
• Obligation to Comply with the Communiqué: All corporations conducting a repurchase program are required to comply with the provisions of the Communiqué and other resolutions currently in force.
• Validity of Buy-Back Programs: Buy-back programs initiated by the decision of the board of directors will be valid until the first general assembly meeting. However, it is also possible to terminate the program before the expiry of the program by the decision of the board of directors and by public disclosure.
• Transaction Principles and Disclosures: Transactions within the buy-back programs in force should be carried out in accordance with the limitations and transaction principles stipulated in the Communiqué, and material event disclosures as stipulated in Article 12 of the Communiqué should be made.

Announcement Pursuant to the Capital Markets Board Resolution No. 39/1162, dated July 25, 2024:

CMB announced on February 5, 2024 that capital market institutions, establishments and partnerships should use the e-Application System to make their applications faster and more efficiently. With a resolution dated March 28, 2024, applications to the Partnership Finance Department for issuers, institutions and organizations within Central Registration System must be made through the e-Application System.

Pursuant to Resolution No. 39/1162 dated July 25, 2024, all applications to be made to the Legal Affairs, Institutional Investors, Brokerage Activities, Accounting Standards and Partnership Finance Departments, except for applications within the scope of the right to petition, letters requesting opinions, notices and complaints and similar applications submitted to the Board by courts, prosecutor’s offices or relevant persons or institutions, must be made through the e-Application System as of August 5, 2024.

Applications will have to be completed within the specified deadlines, and the application will be removed from the process if the missing information or document requests are not responded to.

Announcement Pursuant to the Capital Markets Board Resolution No. 42/1263, dated August 8, 2024:

Resolution No. 14/382, dated March 7, 2024, by the Capital Markets Board (CMB), permits issuers applying inflation accounting only to their 2023 financial statements to present certain assumptions and expectations to investors in a non-inflation-adjusted format. In case such information is disclosed, it is required to specify whether the relevant information includes inflation adjustments and whether it has been independently audited.

Resolution No. 42/1263, dated August 8, 2024, extends this practice to all interim periods of 2024 and to the annual financial statements dated December 31, 2024.

Capital Markets Board Resolution No. 42/1259, dated August 8, 2024:

Resolution No. 35/B of the Capital Markets Law No. 6362, by the Capital Markets Board (CMB), outlines the principles concerning the establishment, partners, managers, and capital of crypto asset trading platforms. This resolution aims to ensure that the platforms have a robust corporate structure and a financial structure that can cover potential risks, and the following merits and principles have been set out in terms of establishment applications.

Conditions for the Establishment of Platforms:

• Platforms must be established as joint stock companies.
• All of the shares must be registered in the name of the holder and issued against cash payment.
• The minimum capital of TRY 50,000,000 must be fully paid in cash and the shareholders’ equity must not be less than this amount.
• The articles of association must comply with the Law and related regulations.
• Founders must meet the conditions specified in the Law.
• Their trade names must include the phrase “crypto asset trading platform”.
• The articles of association must specify that the subject of operation is exclusively crypto asset trading, initial sale or distribution, clearing, transfer and realization of one or more of the custody transactions required by these transactions.
• The board of directors must consist of at least three members.
• The shareholding structure must be transparent and open.

Conditions for Founders, Partners and Managers:

Platform founders and partners must not be bankrupt, must not have declared concordat, and must not have been convicted of certain crimes. In addition, if the legal entity founding partners of the platforms hold shares representing ten percent or more of the capital or voting rights, these partners must also meet the same requirements. The majority of the members of the board of directors must have a 4-year undergraduate degree.

Establishment Procedures of Platforms:

Founders shall apply to the CMB with the articles of association and documents showing that they meet the conditions specified by their managers. The issuance of an establishment permit to platforms requires them to apply separately for an operation permit.

Transition and Compliance Provisions:

Pursuant to Provisional Article 11 of the Law, platforms operating as crypto asset service providers must have customers and/or custody balances on the application date. Therefore, the applications of companies without customers were not taken into consideration.

In addition, the applications of those who apply to the CMB with incomplete documents will be removed from the process and will not be able to continue their activities. Those whose applications are not processed may reapply by meeting the specified conditions. In this process, unauthorized crypto asset service provider provisions will be applied to platforms that violate the law.

Announcement Regarding the Capital Markets Board Resolution No. 47/1336, dated August 23, 2024:

• Pursuant to Articles 35/B and Provisional Article 11 added to the Capital Markets Law No. 6362 by the Law Amending the Capital Markets Law No. 7518 published in the Official Gazette dated July 7, 2024 and numbered 32590, the following has been decided regarding the applications of crypto asset service providers

• (a) Pursuant to Article (2) of the section titled “Transition and Compliance Provisions” of the CMB’s Resolution No. 42/1259, dated August 8, 2024, the applications of platforms whose applications were made with incomplete or insufficient documents were removed from the process. These platforms will be included in the “List of Platforms with Withdrawn Applications”. In addition, platforms whose applications are not processed will be announced with the “List of Platforms whose Applications are not Processed”.
• (b) The platforms included in the lists are obliged to take the following actions within 5 business days as of the publication date of this Resolution
  • Terminate their crypto asset service provision activities,
  • Stop accepting new customers,
  • To inform its existing customers about the issue via communication tools such as e-mail, text message, telephone,
  • To fulfill the cash and/or crypto asset transfer requests of the customers without limitation of 5 business days.
• (c) The provisions of unauthorized crypto asset service provider activity pursuant to Articles 99/A and 109/A of the Law will be applied in case of failure to comply with the above-mentioned obligations.

• The list of platforms whose applications were removed and not processed is available on the official website of the CMB.

Announcement Pursuant to the Capital Markets Board Resolution No.48/1367, dated August 28,2024:

• Regulation:

• Pursuant to the CMB Resolution No. 9/22 dated February 8,2024, in the prospectuses to be prepared for the public offering of capital market instruments that do not grant partnership rights and capital market instruments of publicly held companies that grant partnership rights, the annual financial statements for the accounting period ending on December 31,2023 should be presented with inflation accounting applied.
• Pursuant to Article 11 of the Communiqué on Prospectus and Issuance Document numbered II-5.1, inflation adjusted financial statements should be included comparatively in the prospectuses.

• Presentation of Financial Statements:
• For example, if the annual financial statements for the years 2021, 2022, 2023 and six-month interim financial statements dated June 30, 2024 are included in the prospectus

• Annual financial statements dated December 31,2021 without inflation accounting,
• Inflation-adjusted annual financial statements as of December 31,2022 and December 31,2023, as announced on PDP, in terms of purchasing power as of December 3,.2023,
• Six-month interim financial statements dated June 30, 2024 should be presented comparatively in terms of purchasing power as of June 30, 2024, as announced on PDP.

• Presentation Format: The tables specified in items (i) and (ii) should be presented together, and the interim financial statements specified in item (iii) should be presented as separate tables.