The Capital Markets Board (SPK) has announced that companies whose shares are traded on the stock exchange and their subsidiaries can start a buyback program with a decision of the board of directors without the need for a general assembly decision to be presented to the shareholders at the first general assembly to be held. In the statement made by the SPK, it was stated that recent developments in the Turkish capital markets have been closely monitored, and it was deemed appropriate to announce certain issues to the public to be implemented until a second announcement. The announcement conveyed that companies whose shares are traded on the stock exchange and their subsidiaries can initiate a buyback program with a decision of the board of directors without the need for a general assembly decision to be presented to the shareholders at the first general assembly. The statement included the following: “The purpose of the buyback, the maximum duration of the buyback program, the maximum number of shares to be purchased and the maximum amount of funds to be used should be included in the board of directors’ resolution, and this board of directors’ resolution must be disclosed to the public within the framework of the regulations regarding special disclosures of the Board. Publicly traded companies and their subsidiaries with an existing buyback program can continue with the conditions stated in this decision without the need for an additional board of directors’ resolution. In buybacks that will be carried out in accordance with the principle decision, the provisions regarding the nominal value limit (10% of capital) specified in the first paragraph of Article 9 of the Regulation on Repurchased Shares II-22.1 and the daily transaction limit (25% of the average transaction amount in the last 20 days) specified in the first subparagraph of clause (c) of Article 15 will not be applied, and the first four paragraphs of Article 12 and the second paragraph of Article 19 will not be applied, and it has been decided that buyback-sales are prohibited during the capital increase periods in accordance with the second paragraph of Article 10 and will only be applied with cash increases. It was stated in the announcement that the shares repurchased within the framework of the principle decision cannot be sold for a period of 30 days from the repurchase date, and the ‘first in, first out’ method will be applied in calculating this 30-day period. After this period expires, the relevant shares can be disposed of within a maximum of three years or can be held in compliance with the limitations in the Regulation.”
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