The Capital Markets Board of Türkiye (“CMB”) revised the principles governing the determination of shares in actual circulation and the calculation of the actual circulation ratio of companies whose shares are traded on the Borsa İstanbul A.Ş. (“Borsa İstanbul”) through its Principle Decision No. i-SPK.81.1 (“Principle Decision”), published in the CMB Bulletin No. 2026/57 dated 8 September 2026.
Definition and Calculation of Shares in Actual Circulation Revised
Under the Principle Decision, shares in actual circulation are defined as a concept reflecting the free float ratio of companies whose shares are traded on the Borsa İstanbul Equity Market.
The Principle Decision provides that the actual circulation ratio will be calculated by dividing the number of shares in actual circulation, calculated based on the shares monitored by the Central Securities Depository & Trade Repository of Türkiye (“MKK”), by the total number of shares monitored by MKK.
Scope of Shares Excluded from the Calculation of Shares in Actual Circulation Determined
Under the Principle Decision, the following shares will be excluded from the calculation of shares in actual circulation:
- shares owned by public legal entities;
- shares held by the company, its founders and its related entities (i.e., companies subject to consolidation);
- shares acquired through share buy-back transactions carried out pursuant to the applicable capital markets legislation;
- shares acquired through share buy-back transactions carried out pursuant to the applicable capital markets legislation;
- shares held by members of the board of directors and supervisory board, the general manager, persons holding an equivalent or higher position, and senior executives reporting directly to the general manager or persons holding an equivalent position;
- shares owned by the company’s funds and foundations;
- shares provided as collateral, other than shares provided as equity under the capital markets legislation, shares purchased through margin trading and provided as collateral, or shares provided as collateral for the markets operated by İstanbul Takas ve Saklama Bankası A.Ş.;
- shares that are legally restricted and cannot be traded, as well as shares subject to a trading prohibition or attachment; and
- shares traded on foreign markets.
Indirect Shareholdings to Be Taken into Account in the Calculation of Shares in Actual Circulation
The Principle Decision also revised the treatment of indirect shareholdings for the purposes of calculating shares in actual circulation.
Accordingly, where persons holding shares that are excluded from the calculation of shares in actual circulation also indirectly hold shares in the issuer through units in free and/or free special funds or through shareholdings in other publicly traded companies, such indirectly held shares will also be excluded from the calculation of shares in actual circulation in proportion to their respective ownership interests in the relevant fund or publicly traded company.
In addition, when determining shareholders holding 10% or more of the company’s share capital, indirect shareholdings held through free and/or free special funds or publicly traded companies will also be taken into account in proportion to the relevant person’s ownership interest in such fund or publicly traded company.
Daily Calculations by MKK and Monthly Reporting by Companies
Under the new rules, the number of shares in actual circulation and the actual circulation ratio will be calculated and publicly disclosed by MKK on a daily basis as of 11 September 2026.
In addition, all companies whose shares are traded on the stock exchange will be required to report to MKK, on the first business day of each month, the identity and corporate name details of natural and legal persons falling within the criteria applicable to shares in actual circulation.
