NEWSLETTER-2017

44 NEWSLETTER 2017 • No transaction that can be defined as a public offering is conducted; • The information provided to the employees does not contain any statements that give the impression of a public offering. In Turkey, there are no specific rules or regulations with respect to SOPs. However, there are references to share plans in other pieces of Turkish legislation. In addition to the Currency Law and the Foreign Capital Markets Law, the following rules are likely to apply to SOPs in Turkey: • Pursuant to Art. 403 of the Turkish Code of Obligations, even though not specifically referring to the ownership of shares by employees, this provision states that employees can be granted additional interests and benefits aside from their remuneration. • Most of the provisions related with SOPs are regulated under Turkish Commercial Code numbered 6102 (“TCC”). According to Art(s). 522 and 523 of the TCC, companies are allowed to establish trusts, co-operatives and charity funds for its employees. Under this structure, trusts founded by employee contributions can become shareholders in the parent company, allowing the employees to indirectly own certain portions of a parent company’s shares. • Moreover, pursuant to Art. 463 of the TCC introduces the possibility of conditional capital increases, and makes direct reference to SOPs that are executed by companies for the benefit of their employees. In this structure, companies can enter into a capital increase on the condition that the newly issued shares will be granted to the employees. • Furthermore, as per Art. 379 of the TCC, companies are al- lowed to acquire their own shares (up to 10% of the share capital). Accordingly, companies can subscribe to the shares, pay their value and transfer them to their employees as a bonus or premium.