SECTION ONE
Purpose, Scope, Basis and Definitions
Purpose and Scope
ARTICLE 1 - (1) The purpose of this Share Buy-Back Program is to set out the principles and procedures regarding the buy-back, disposition by Global Yatırım Holding A.Ş. of its own shares from Borsa İstanbul A.Ş. and public disclosure of these transactions.
Basis
ARTICLE 2 - (1) This Share Buy-Back Program has been prepared in accordance with Article 379 of the Turkish Commercial Code No. 6102, Article 22 of the Capital Markets Law No. 6362 and the provisions of the ''Communiqué on Buy-Back of Shares'' No. II-22.1 of the Capital Markets Board.
Definitions
ARTICLE 3 - (1) The terms used in this Program shall have the meanings assigned to them as follows:
a) "Stock Exchange" refers to Borsa İstanbul A.Ş.
b) "Buy-Back" refers to the buy-back of the shares representing the Company's capital and traded on the Stock Exchange by the Company from the Stock Exchange.
c) "Buy-Back Program" refers to the procedures and principles prepared by the Company's Board of Directors and submitted to the Company's General Assembly for approval within the framework specified in the Communiqué regarding the buy-back of the shares representing the Company's capital, which are traded on the Stock Exchange, by the Company from the Stock Exchange within the scope of the provisions of the Communiqué and the disposition of the shares bought back and the public disclosure of these transactions.
d) "Bought Back Shares" refers to the Company's shares bought back by the Company within the scope of the Communiqué.
e) "Law/CML" refers to the Capital Market Law No. 6362.
f) "Board" refers to the Capital Markets Board.
g) "Communiqué" refers to the Communiqué No. II-22.1 on Buy-Back of Shares issued by the Capital Markets Board.
h) "Company" refers to Global Yatırım Holding Anonim Şirketi.
ı) "TCC": refers to the Turkish Commercial Code No. 6102.
SECTION TWO
General Principles and Authorisation for the Share Buy-Back Program
Authorisation for the Share Buy-Back Program
ARTICLE 4 - (1) In order for the Company to buy back shares according to the
Share Buy-Back Program, the General Assembly of the Company must authorise
the Board of Directors. The said authorisation shall be granted by the
approval of this Share Buy-Back Program prepared by the Company's Board of
Directors at the General Assembly of the Company. Authorised by the approval
of the Share Buy-Back Program at the General Assembly, the Board of
Directors shall use this authorisation itself or delegate it to real persons
or legal entities to be determined by it.
Following the approval by the General Assembly, the Board of Directors shall
have full authority to execute the Share Buy-Back Program during the
buy-back period. The approval of the Share Buy-Back Program by the General
Assembly is an authorisation granted to the Board of Directors, and the
approval of the Program is not a commitment that the buy-back authorisation
granted under the Program will be used. In case of Force Majeure,
extraordinary circumstances, economic and commercial conditions, market
conditions, trading volumes in the Stock Exchange and/or financial condition
of the Company, the Board of Directors of the Company may decide not to
start the Share Buy-Back Program at all or to terminate the ongoing buy-back
Program. Within the scope of the Repurchase Program, one or more than one
buy-back may be made at different times.
(2) At the General Assembly where the Share Buy-Back Program will be
approved, the meeting and decision quorums stipulated in Article 418 of the
Turkish Commercial Code shall be applied.
(3) The transactions carried out within the framework of the Share Buy-Back
Program shall be submitted to the shareholders at the first General Assembly
of the Company.
Term of the Share Buy-Back Program
ARTICLE 5 - (1) The term of the Share Buy-Back Program shall be maximum three (3) years from the date of the General Assembly where the Share Buy-Back Program is approved.
Principles of the Share Buy-Back Program
ARTICLE 6 - (1) The principles of the Share Buy-BackProgram are as follows:
a) Purpose of Buy-Back:
The Company Value (or share value) of Global Yatırım Holding, resulting
from the price movements in the Stock Exchange, may differ significantly
from the ''actual'' Company Value (or share value) required by the
actual performance results of the Company in certain periods, and the
purpose of the Share Buy-Back Program is to minimise the impact of
unusual developments in the markets, to contribute to the provision of
an environment suitable for the formation of healthy prices for the
Company's shares in the Stock Exchange, to monitor the price movements
in the Stock Exchange and to enable the Company to buy back the shares
representing the Company's capital from the Stock Exchange when the
conditions arise, also taking into account the provisions of the
Communiqué.
b) Term of the Repurchase Program:
The term of the Repurchase Program is maximum three (3) years from the
date of approval of the Program by the General Assembly of the Company.
c) Maximum number of shares subject to buy-back:
According to the Communiqué, the nominal value of the total shares
subject to buy-back shall not exceed 10% (ten per cent) of the issued
capital of the Company. Pursuant to Article 6 of the Company's Articles
of Association, the issued capital of the Company amounting to TL
1,950,000,000,000 is divided into 195,000,000,000 shares with a nominal
value of Kurus 1 (one Kr) each. One lot of shares of the Company traded
on the Stock Exchange consists of 100 (one hundred) shares with a
nominal value of TL 1 (one TL), and the maximum capital of the Company
amounting to TL 195,000,000,000, which is 10% of the issued capital of
the Company within the scope of the Program, represents 195,000,000 (one
hundred ninety-five million) lots of shares. The shares bought back that
are disposed of during the Program will not be considered as a discount
item in the calculation of this ratio/amount. In the event of a change
in the number of shares representing the Company's capital due to any
transaction, the ratio of 10% (ten per cent) of the current issued
capital shall be applied.
d) The Program shall be terminated after the maximum number of shares
subject to buy-back is reached:
The Buy-Back Program shall be terminated after the maximum number of
shares subject to buy-back is reached, and the Board of Directors of the
Company may terminate the Program before the expiry of the term within
the scope of this Program based on the authority granted by the General
Assembly.
e) The lower and upper price limits determined proportionally or
fixed by indexing to a certain indicator for the shares subject to
buy-back, and how this issue will be taken into consideration in case
of transactions that require price correction:
There are no upper and lower price limits determined proportionally or
fixed by indexing to any indicator for the shares subject to buy-back.
f) Principles of sale (disposal and/or redemption) of the shares
bought back during the Program, if determined:
The Company's Board of Directors is authorised to determine the sales
principles of the shares bought back as it deems appropriate within the
framework of the legislation.
i. Shares bought back and bonus shares acquired due to these shares may be held indefinitely, provided that the requirements of the first and third paragraphs of Article 9 of the Communiqué are fulfilled.
ii. Shares bought back in violation of the provisions of the Communiqué shall be disposed of within one (1) year at the latest as of the date of buy-back. Shares that cannot be sold during this period shall be redeemed through ''capital reduction''.
iii. In addition to the matters specified in the section ''Purpose of Repurchase'' in paragraph 6/1-a, the Company may sell its own shares on the Stock Exchange during the Repurchase Program or after the Repurchase Program ends, taking into account the provisions of the relevant legislation.
iv. It is considered that some of the shares bought back will be given to the employees of the Company within the scope of the Remuneration Policy to be updated and the Employee Share Acquisition Program to be prepared, and it may be possible to dispose of the shares falling within this scope in this way.
Although not included in this section, the provisions of the relevant Communiqué shall be followed.
g) Total amount and source of the fund allocated for share
buy-back:
The total amount of the fund to be used for share buy-back transactions
is TL 2,500,000,000,-TL and will be met from the Company's own resources
and income from its activities. The Company has no commitment to use the
entire amount of this fund for share buy-back.
The total amount of the shares bought back shall not exceed the total
amount of the resources that can be subject to dividend distribution
within the framework of CMB regulations.
h) The number of shares bought back and not yet disposed of, their
ratio to the share capital and the results of the previous Program, if
any:
In order to minimise the impact of unusual developments in the markets,
to contribute to the provision of an environment suitable for healthy
price formation in the Company's shares on the stock exchange and, as a
result, to protect the interests of all our stakeholders, especially our
small shareholders, the Company's Board of Directors, with its decision
dated 01.03.2018, and in accordance with the announcements of the
Capital Markets Board dated 21.07.2016 and 25.07.2016, decided that the
Company can buy back its own shares (GLYHO) from the stock exchange
until a new announcement from the Capital Markets Board, the maximum
number of shares to be subject to buy-back is determined as 32,588,840
shares (10% of our issued capital) and the maximum fund amount as TL
150,000,000.
With its decision dated 09.09.2019, the Company's Board of Directors
decided to implement the existing Buy-Back Program until 31.12.2020 and
to add an additional TL 100,000,000 to the existing fund amount.
The said Program ended on 31.12.2020. Within the scope of the Buy-Back
Program that ended, the Company bought 56,018,577 GLYHO shares back at
an average price of TL 3.83 per share between 01.03.2018 - 31.12.2020,
amounting to TL 214,490,547, and the maximum share price in the buy-back
transactions was TL 5.23. During the period in question, all of the
shares bought back were sold to foreign institutional investors on
different dates at an average price of TL 4.19, resulting in a return of
TL 20,145,240.
There has not been any Buy-Back Program in the last 4 years.
There are no shares of the Company under the ownership of the Company at
the beginning of this new Program.
i) Explanations on the possible effects of the Repurchase Program on
the financial position and results of operations of the
Company:
Within the scope of the Repurchase Program, a portion of the Company's
cash and/or cash equivalents shall be used for the buy-back of the
Company's own shares. In this framework, it is assessed that the planned
Repurchase Program shall have no significant impact on the financial
position and results of operations of the Company.
j) Information on affiliates that may buy back shares, if any, within
the scope of the Buy-Back Program:
None.
k) Highest, lowest and weighted average share price information for
the year and the last three months:
As of 14.03.2025, the annual and last three-month low, high and weighted
average prices of the Company's shares are given in the table below:
| Period | Lowest Price (TL) | Highest Price (TL) | Weighted Average Price (TL) |
|---|---|---|---|
| Last 3 Months | 4.90 | 7.83 | 6.09 |
| Last 1 Year | 3.77 | 7.83 | 5.01 |
l) Benefits, if any, to be derived by related parties from this
transaction:
There is no special benefit to be derived by related parties from this
transaction.
SECTION THREE
Limitations
Transaction Limitations for Shares Repurchased
ARTICLE 7 - (1) The nominal value of the Company's shares bought back
pursuant to the provisions of the Communiqué shall not exceed 10% (ten
percent) of the issued capital of the Company. The shares bought back and
disposed of during the Repurchase Program shall not be taken into account as
a discount item in the calculation of this ratio.
(2) The shares bought back shall be traded on the Stock Exchange. Repurchase
transactions shall be carried out only in the market of the Stock Exchange
where the Company's shares are traded.
(3) The total price of the shares bought back shall not exceed the total
amount of the Company's resources that can be subject to profit distribution
in the annual financial statements prepared in accordance with the Board
regulations and approved by the General Assembly of the Company.
(4) The transaction rules determined by the Stock Exchange as well as the
transaction principles set forth in Article 15 of the Communiqué shall be
followed in the share buy-back transactions to be carried out.
Circumstances where Repurchase and Resale Transactions cannot be Performed
ARTICLE 8 - (1) In the event that the Company has inside information whose
disclosure is postponed, no bought back or resale transaction shall be
carried out within the scope of the Communiqué.
(2) In the event that the Company intends to increase its capital, no
buy-back or resale transaction may be carried out within the scope of the
Communiqué from the date of the Board of Directors' resolution regarding the
capital increase until the date of the completion of the capital increase
transactions.
Transaction Limitations
ARTICLE 9 - (1) The Company's management shall use its best efforts to ensure compliance with the transaction limitations set forth in Article 11 of the Communiqué during the Repurchase Program.
SECTION FOUR
Public Disclosure
Public Disclosure Obligations Regarding Repurchase Transactions
ARTICLE 10 - (1) The Company's management shall pay utmost care to comply
with the ''public disclosure'' regulations stipulated in the Communiqué and
the relevant legislation in relation to buy-back transactions.
(2) In the event that any amendment is made by the General Assembly to this
Repurchase Program, which will be submitted to the approval of the General
Assembly of the Company, the Program so amended shall be disclosed to the
public through a material event disclosure to be made by the Company on the
first business day following the date of the General Assembly and
simultaneously published on the Company's website.
(3) Two business days prior to the commencement of buy-back transactions
pursuant to the Repurchase Program, a material event disclosure shall be
made by the Company regarding the start and end dates of the planned
buy-back period, the nominal amount of the shares subject to buy-back and
their ratio to the capital.
(4) For each transaction carried out by the Company within the framework of
the Repurchase Program, a material event disclosure shall be made before the
start of the session on the business day following the transaction date,
including the nominal amount of the shares subject to the transaction, the
transaction price, the ratio of the shares to the capital, the nominal
amount of the shares previously bought back within the framework of the
Program and the transaction date.
(5) In case the shares bought back are disposed of, the Company shall make a
material event disclosure including the nominal amount of the shares subject
to the transaction, the transaction price, the ratio of the remaining shares
to the capital, the ratio of the remaining shares to the capital, the
realised gain/loss amount and the transaction date before the start of the
session on the business day following the transaction date.
(6) Within three business days following the expiry of the period announced
for the Repurchase Program, the Company shall publicly disclose the
termination of the Program and the completion of the buy-back transactions
planned within the scope of the Program, the maximum and average price paid
for the shares bought back, the cost of the buy-back and the resources used,
the total number of shares bought back and the ratio of these shares to the
capital.
(6) Within three business days following the expiry of the period announced
for the Repurchase Program, the Company shall publicly disclose the
termination of the Program and the completion of the buy-back transactions
planned within the scope of the Program, the maximum and average price paid
for the shares bought back, the cost of the buy-back and the resources used,
the total number of shares bought back and the ratio of these shares to the
capital.
SECTION FIVE
Circumstances that are not considered as Information Misuse or Market Fraud and Circumstances whose Transaction Principles are not considered as Information Misuse or Market Fraud
Circumstances that are not considered as Information Misuse or Market Fraud
ARTICLE 11 - (1) With respect to buy-back transactions, the Company's management shall pay utmost care to comply with the provisions of the Communiqué and the relevant legislation regarding the circumstances that are not considered as ''information misuse'' or ''market fraud''.
Transaction Principles
ARTICLE 12 - (1) The Company's management shall pay utmost care to comply with the regulations on ''transaction principles'' stipulated in the Communiqué relevant legislation in relation to buy-back transactions.
SECTION SIX
Miscellaneous and Final Provisions
Disposal and Redemption of Shares Repurchased
ARTICLE 13 - (1) Shares bought back and bonus shares acquired due to these
shares may be held indefinitely, provided that the requirements of the first
and third paragraphs of Article 9 of the Communiqué are fulfilled.
(2) Shares bought back in violation of the provisions of the Communiqué
shall be disposed of within one (1) year at the latest as of the date of
buy-back. Shares that the Company cannot sell during this period shall be
redeemed through capital reduction.
(3) Except for subparagraph (a) of the first paragraph of Article 16 of the
Communiqué, the portion of the shares bought back exceeding 10% (ten
percent) of the issued capital of the Company shall be disposed of as soon
as it is possible to transfer them without causing any loss and in any case
within three (3) years following their acquisition. Shares that the Company
cannot dispose of within this period shall be immediately redeemed through
capital reduction.
(4) The Company may dispose of the shares bought back through sale in the
Stock Exchange during the Repurchase Program or after the end of the
Program, except for the period announced pursuant to the fourth paragraph of
Article 12 of the Communiqué.
(5) Shares bought back shall be redeemed in accordance with the capital
reduction procedures of the Board that do not require fund outflow.
Possible Allocation of Repurchased Shares within the Scope of ''Employee Share Acquisition Program''
Article 14 –
It is considered that some of the shares bought back will be given to the
employees of the Company within the scope of the Remuneration Policy to be
updated and the Employee Share Acquisition Program to be prepared, and it
may be possible to dispose of the shares falling within this scope in this
way.
Accounting for Shares Repurchased
ARTICLE 15 - (1) The accounting for treasury shares is based on the Board's
regulations on financial reporting and Turkish Accounting Standards/Turkish
Financial Reporting Standards.
(2) A reserve fund equal to the buy-back price of the shares that are bought
back is set aside and classified as restricted reserve under shareholders'
equity. The presentation of the shares bought back and the aforementioned
reserves in the financial statements shall be made in accordance with the
formats announced by the Board. The reserves allocated within the scope of
this paragraph shall be released in the amount that covers the buy-back
value of the shares bought back in the event that the shares bought back are
sold or redeemed.
Amendments to the Communiqué and Legislation
ARTICLE 16 - (1) Matters that are not addressed in this Repurchase Program
shall be governed by the relevant provisions of the Communiqué and
Resolution of the Board.
(2) In the event of any amendment to the Communiqué and the relevant
legislation during the Repurchase Program, the provisions of the Repurchase
Program contrary to the Communiqué and the relevant legislation shall not be
applied. In the event that the amendments to the Communiqué and the relevant
legislation contain provisions that will not cause the Repurchase Program to
be contrary to the Communiqué and the relevant legislation, the real persons
or legal entities authorised by the Company's Board of Directors, if any,
shall be authorised to implement or not implement such amendments. Even in
this case, the Repurchase Program shall be adapted to the Communiqué and/or
amendments in the relevant legislation at the first General Assembly Meeting
of the Company.
Enforcement
ARTICLE 17 - (1) The Repurchase Program shall enter into force upon the approval by the General Assembly of the Company.
Execution
ARTICLE 18 - (1) The Company's Board of Directors shall execute the Repurchase Program. The Board of Directors may delegate this authority to real or legal persons to be determined.
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