Capital Markets Board Published Two New Guides on Green, Sustainable and Social Capital Market Instruments

By Principle Decision No. 49/1500, dated 13 August 2026 and numbered i-SPK 128.29 (the “Principle Decision”), issued by the Board of the Capital Markets Board (the “Board”) pursuant to Articles 1 and 128/1(e) of Capital Markets Law No. 6362 (the “Law”), the Board has adopted the “Guide on Green, Sustainable and Social Capital Market Instruments” (the “Green Guide”) and the “Guide on Sustainability-Linked Capital Market Instruments” (the “SLB Guide”) (together, the “Guides”), replacing the previously adopted “Guide on Green Debt Instruments, Sustainable Debt Instruments, Green Lease Certificates and Sustainable Lease Certificates” (Principle Decision No. i-SPK 128.18, Board Decision No. 10/296, dated 24 February 2022).

What Do the New Guides Cover?

The new Guides expand the scope of the previous regulation by also covering social capital market instruments and, in addition to debt instruments, regulate instrument types such as lease certificates, asset/mortgage-backed securities, project-backed securities and real estate certificates. Furthermore, a comprehensive framework is being introduced for the first time in Turkish capital markets legislation for “sustainability-linked” instruments, the returns or structural features of which vary depending on whether the company achieves its concrete sustainability objectives.

Underboth Guides, a separate issuance ceiling must be obtained from the Board for the issuance of the relevant capital market instruments, and only instruments of the relevant type may be  issued under such ceiling. The framework document and the second-party opinion must be publicly disclosed on the issuer’s website and via the Public Disclosure Platform (“KAP”) together with the Board-approved issuance document or prospectus, following Board approval of the issuance ceiling. External review services (second-party opinions and verification) may be provided by institutions listed by internationally recognised bodies such as the International Capital Market Association (“ICMA”) and the Climate Bonds Initiative, or by institutions that demonstrate to the Board that they possess the requisite technical competence and expertise. Capital market instruments not issued under the Guides may not be described using the terms “green,” “sustainable,” “social” or “sustainability-linked,” or equivalent expressions.

The Guides have been prepared having regard to, respectively, ICMA’s Green Bond Principles, Sustainability Bond Guidelines, Social Bond Principles, and Guidance on Green, Social and Sustainability Sukuk, and ICMA’s Sustainability-Linked Bond Principles and the EU Green Bond Standard Regulation (2023/2631).

Reduction in Board Fees

The Principle Decision also introduces a 50% reduction in the Board fees payable under the relevant capital markets legislation for the issuance of capital market instruments under the Guides. For lease certificates, this reduction applies in addition to the existing discount granted under Board Decision No. 20/710, dated 24 June 2016.

Effective Date

The Green Guide shall apply to issuance applications made after its date of publication. As regards the SLB Guide, the provisions of the Guide shall not apply to issuances carried out under an issuance ceiling approved by the Board prior to the publication of the Guide and declared by the issuers to be sustainability-linked. In addition, for both Guides, the flexibility to use the same framework document for different issuance ceiling applications does not apply to framework documents and second-party opinions prepared prior to the publication of the Guides that are not in compliance with the Guides.

Liability

All individuals and institutions signing documents prepared under the Guides (or legal entities on whose behalf such documents are signed) are liable within the framework of Article 32 of the Law.