With Principle Decision No. i-SPK.15.2, published in the Capital Markets Board’s (the “Board”) Bulletin No. 2026/57 dated 8 September 2026, significant amendments have been introduced to the public disclosure obligations regarding changes in shareholding and voting rights in companies whose shares are traded on the stock exchange.
Under the current application of the Communiqué on Material Events (II-15.1), a public disclosure was required where the shares or total voting rights held by a natural or legal person in an issuer reached or fell below the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95%. Accordingly, the initial threshold triggering the disclosure obligation was 5%.
Under the new Principle Decision, this lower threshold will be reduced to 3% as of the end of 11 September 2026. Accordingly, where the shareholding or voting rights ratio in an issuer whose shares are traded on the stock exchange reaches 3% or falls below this level, such change will also be taken into account for disclosure purposes.
In parallel, the direct shareholding threshold applicable to the shareholder structure information publicly disclosed by the Central Securities Depository of Türkiye (“MKK”) has also been reduced from 5% to 3%. Accordingly, MKK will immediately update, upon any change:
The Board has further clarified that the indirect shareholding data to be disclosed by MKK cannot be directly relied upon for the purposes of other capital markets regulations under which indirect shareholding is assessed, such as mandatory tender offer obligations, and that such data is provided solely for informational purposes regarding the proportion of proprietary rights.
The amendment is particularly significant in that shareholdings between 3% and 5% will now also fall within the scope of public disclosure, thereby enabling changes in the shareholder structure of listed companies to become publicly available at an earlier stage.
NAZALI TAX & LEGAL