THE CAPITAL MARKETS BOARD (SPK) HAS REVISED THE CRITERIA FOR QUALIFYING AS AN INVESTOR

According to bulletin number 2025/64, dated December 19, 2025, published by the Capital Markets Board (SPK), there has been a substantial revision to the criteria for professional clients and qualified investors. The specifics of this new regulation, which may impact your investment processes, are outlined below: Update to Professional Client and Qualified Investor Criteria: Following the principal decision made during the Board of Directors meeting on 18/12/2025, the financial thresholds necessary for acceptance as a "demand-based professional client" by investment firms have been raised by approximately tenfold. Total Financial Assets: The minimum threshold, previously set at 1 million TL, has been raised to 10 million TL. Transaction Volume Amount: The lower limit, formerly 500,000 TL, has been revised to 5 million TL. Scope and Implementation Principles of the Regulation Legal Entities and Qualified Investors: Concurrently with these modifications, the thresholds for legal entities to qualify as professional clients and the criteria for "qualified investors," which pertains to the definition of a professional investor, have been redefined in the legislation. Exceptional Funds: The newly established amounts will not pertain to qualified investors acquiring units in real estate investment funds (REIFs) and venture capital investment funds (VCIFs). The previous financial amounts will remain applicable to these funds. Preservation of Existing Rights: The new amounts pertain to individuals who attain the status of professional clients or qualified investors for the first time as of the publication date of the decision. The rights of investors who satisfied the existing criteria and obtained this status prior to the decision will remain safeguarded. Guideline Update: These principles have been incorporated into the "Guideline on Investment Services and Activities and Investment Institutions" under the section "BB. Matters Relating to Professional Clients and Qualified Investors." The revised version of the guideline is available on the official website of the Capital Markets Board (SPK) (www.spk.gov.tr).

Implications of Regulation on the Market This policy decision by the Capital Markets Board (SPK) raises the minimum thresholds for financial assets and transaction volumes tenfold, rendering the profile of "qualified investors" in the market significantly more selective. This regulation seeks to enhance investor protection standards by restricting access to complex and high-risk financial products to individuals with substantial financial literacy and capital resources. Safeguarding the rights of existing professional clients mitigates the risk of a sudden liquidity crisis in the market, enabling the system to adjust gradually to the new thresholds. Conversely, the decision exempted real estate and venture capital investment funds from this increase, thereby preserving accessible long-term investment instruments that bolster the real sector. This divergence will prompt medium-sized, qualified investors to shift towards more project-oriented and value-added funds, while requiring brokerage firms to cultivate specialized service models tailored to the upper segment of general investment services.