Newsletter-21

Share Buy-Back by Listed Corporations* Att. Ali Sami Er Turkish Commercial Code numbered 6102 (“TCC”) regulates the principles for joint stock companies to buy-back its own shares and accept pledges through Article 379 and its following articles, while the Capital Market Law (“CML”) numbered 6362, communiqués and decisions of the Capital Markets Board (“CMB”) set out the rules for publicly held and listed corporations. Furthermore, in cases where there is no provision in capital market legislation, TCC Art. 379 and the following articles shall be applicable to the extent they comply with the capital market legislation. The legal process that shall be pur- sued by listed corporations on shares buy-back will be discussed on this article. Communiqué on Buy-Back Shares Pursuant toArt. 22 of the CML, the Communiqué on Buy-Back of Shares numbered II-22.1 (“Communiqué”) sets down the procedures and principles pertaining to acquisition or accepting as pledges of shares by listed corporations, disposal or redemption of shares bought, disclosure of these transactions, and situations when the acquisitions are not considered as insider trading or manipulation. The provisions of the Communiqué are applicable, also in the case of purchase of corporation’s shares by its subsidiary or by a third party acting in his own name, but on the corporation’s or its subsidiary’s behalf. Buy-Back Conditions Firstly, the acquisition limit is 10% of the company’s capital. Within this limit, the authorization of the board of directors by the general assembly is essential for the company to be able to buy-back * Article of December 2016