Amendments Made to the Principles of Establishment and Operation of Savings Finance Companies

Several amendments have been made to the Regulation on the Principles of Establishment and Operation of Savings Finance Companies (the “Regulation”) with the Regulation Amending the Regulation on the Principles of Establishment and Operation of Savings Finance Companies (the “Amending Regulation”), published on 30 May 2025. Some key amendments are summarized below. In addition to these amendments, certain periods and ratios stipulated in the Regulation have also been amended.

The Amending Regulation entered into force on the date of its publication.

The main amendments are as follows:

Branches

The capital requirement for savings finance companies (“Companies”) to open branches, which was previously set at TRY 1,000,000 per branch, has been changed to TRY 10,000,000 for each branch, which was previously set at TRY 1,000,000 per branch. The capital referred was previously defined as the amount remaining after deducting the loss appearing on the balance sheet from the Companies’ paid-up capital, which could not be covered by the legal reserves. The Amending Regulation stipulates that real estate revaluation differences will not be taken into account in the equity calculation.

In addition, the clause “The Company shall notify the Banking Regulation and Supervision Agency (“BRSA”) of the closure of its branches within one month following the closing date” has been revised to “The Company shall notify the BRSA of the closure of the branches within one month following the date of registration of the closure with the trade registry,” clarifying the ambiguities in the notification process.

Directors and Deputy Directors

Several innovations have also been introduced for members of the board of directors and directors. With the amendment, if those serving as general manager and deputy general manager leave their positions, a permanent appointment must be made within a maximum of three months. In addition, the Companies are now required to appoint three deputy general managers responsible for treasury and financial affairs, sales, and operations. Companies must make these appointments within three months from 30 May 2025.

Savings Finance Agreements

It has been explicitly stipulated that Companies may not accept payments without a savings finance agreement being signed. In addition, Companies are prohibited from providing gifts, gift certificates, promotions or similar benefits to their customers for the purpose of acquiring new customers, and from providing cash or in-kind benefits to third parties under any name whatsoever. It has been stipulated that the customer may request a change in the agreement amount until the end of the savings period of the agreement, and the Companies shall implement this request within 15 business days.

Several amendments have been made to the conditions stipulated for Companies to make allocation payments and to the provisions governing lottery-based agreements.

Other Limitations Introduced

A new financing limitation has been introduced with the Amending Regulation. Accordingly, it has become mandatory to maintain and sustain a ratio of at least three percent equity, calculated as of the previous quarter, compared to the total agreement amount.

It has been stipulated that a mortgage or pledge must be placed in favor of the company on the subject of financing under the allocated agreement.

Companies that are found to have not separated their savings fund pool accounts from other accounts or to have used savings fund pool assets for purposes other than fulfilling their obligations arising from savings finance agreements will not be able to enter into new agreements for at least one month. It has been stipulated that Companies may not acquire real property, except for those for the purpose of carrying out their main activities and in exchange for their receivables. Real properties that contravene this provision must be disposed of by 30 May 2027.