A NEW ERA OF TRANSPARENCY IN CAPITAL MARKETS SHAREHOLDING DISCLOSURE THRESHOLD LOWERED TO 3%, “SHARES IN ACTUAL CIRCULATION” REDEFINED

A NEW ERA OF TRANSPARENCY IN CAPITAL MARKETS SHAREHOLDING DISCLOSURE THRESHOLD LOWERED TO 3%, “SHARES IN ACTUAL CIRCULATION” REDEFINED

As published in the Capital Markets Board’s Bulletin No. 2026/57 dated September 8, 2026, under i-SPK.15.2 and i-SPK.81.1, published in the Capital Markets Board’s Bulletin No. 2026/57 dated September 8, 2026, reshape the regime for public disclosure of shareholdings with respect to issuers whose shares are traded on Borsa Istanbul, controlling shareholders, portfolio management companies, and institutional investors. Both decisions will take effect as of September 11, 2026.

1. The Threshold for Share and Voting Right Disclosures Has Been Lowered to 3%

Pursuant to Article 12 of the Special Circumstances Communiqué No. II-15.1, the threshold for disclosures required when the percentage of shares or voting rights in an issuer’s capital reaches or falls below certain levels will be set at 3% effective as of the close of business on September 11, 2026. The threshold set, which previously had a first tier of 5%, is thus lowered by one level; the aim is to enable the market to detect stake-building activities at an earlier stage.

2. Two New Transparency Tables at the Central Securities Depository

Pursuant to Article 16 of the Communiqué, the Central Securities Depository Inc. will make two separate tables available to the public, to be updated immediately in the event of any changes:

• Natural and legal persons holding a direct stake of 3% or more in the capital of issuers whose shares are traded on the stock exchange, or holding 3% or more of the voting rights,
• Natural and legal persons holding 10% or more of the shares, taking into account shares held indirectly through hedge funds (including private hedge funds) and other publicly traded companies.

Important Note: The indirect shareholding data to be disclosed by the Central Securities Depository (MKK) is not intended to serve as a direct basis for regulations that assess indirect shareholding—such as the obligation to make a tender offer—but rather aims to provide information regarding the proportion of property rights. Therefore, these tables should not be relied upon solely as a basis for legal determinations.

3. The Concept of Shares in Actual Circulation Has Been Redefined

Under Principle Decision No. i-SPK.81.1, “shares in actual circulation” are defined as a concept indicating the public float ratio of companies traded on the Borsa Istanbul Equity Market; this ratio is calculated by dividing the number of shares in actual circulation—as tracked by the Central Securities Depository (MKK)—by the total number of shares that the MKK can track. Shares to be excluded from the calculation include those owned by public legal entities, shares held by the company itself, its founders, and its consolidated affiliates, repurchased shares, shares held by shareholders owning 10% or more of the capital, shares held by members of the board of directors and the audit committee, as well as the CEO and senior executives of equivalent rank or directly reporting to the CEO, shares held by company pension funds and foundations, shares pledged as collateral (except for certain exceptions), shares that are legally restricted, prohibited, or subject to attachment, and shares traded on foreign markets.

4. The “Look-Through” Principle for Fund and Affiliate Structures

The most notable innovation of the decision is that shares held by shareholders excluded from actual circulation—including their free and/or free private fund participation shares, as well as shares of publicly traded companies held indirectly through such shares—are also excluded from actual circulation in proportion to the relevant ownership percentage. The same approach will also apply to the identification of shareholders holding 10% or more of the shares. Thus, the impact of structures established through fund and affiliate layers on the public float ratio becomes apparent.

5. Implementation Schedule and New Disclosure Obligation

• The number and percentage of shares in actual circulation will be calculated daily by the Central Securities Depository (MKK) and disclosed to the public starting September 11, 2026.
• All companies whose shares are traded on the stock exchange will report the identity and title information of natural and legal persons falling under the actual circulation criteria to the MKK on the first business day of each month.
• The Board Decisions dated 2010, 2011, and 2014, as well as Decision No. 34/1044 dated June 4, 2026, regarding actual circulation have been repealed; scattered regulations have been consolidated into a single framework.

6. Impacts on the Sector and Necessary Steps

These regulations are designed to bring transparency in shareholding in the Turkish capital markets in line with international practices and are likely to result in the following practical outcomes:

1. Since positions within the 3%–5% range will now be disclosed to the public, the opportunity for silent share accumulation will be reduced;
2. the visibility of positions held through hedge fund structures will increase;
3. actual free-float ratios—particularly in companies with fund and affiliate layers—may be revised downward, which could impact index, liquidity, and market discipline measures.

In this context, we recommend that issuers review their special situation disclosure policies and internal guidelines, establish early warning mechanisms for the 3% threshold, prepare lists of shareholders excluded from the effective float and designate a responsible unit for monthly MKK reporting; and that institutional investors and portfolio management companies reassess their fund-based positions in light of the new thresholds.