[Last updated: 1 January 2025, unless otherwise noted]

If a shareholder or a group of shareholders of a public company acting in concert become owner of at least 98% of the voting rights of a public company, they may squeeze-out the minorities and the minorities will also enjoy a put right even if the majority shareholder does not exercise its squeeze-out right. Shareholders becoming entitled to squeeze-out the minority shareholders are required to publicly disclose such entitlement on the PDP.

Whenever the squeeze-out right becomes exercisable, the minority shareholders will first enjoy the right to request the majority shareholder(s) to buy out their shares in the public company. In other words, once the majority shareholder becomes eligible to squeeze out minority shareholders, minority shareholders will have the right to put their shares to the majority shareholder within three months as of the disclosure of becoming a majority shareholder. If any minority-held shares are not sold during the three-month buy-out period, the majority shareholder can then call the minority shares and squeeze-out the minorities, with the target being automatically delisted. The important difference between the majority shareholder's squeeze-out right and the minorities' put right is the applicable price. The squeeze-out and sell-out price is calculated according to the Borsa İstanbul’s market in which the relevant company's shares are traded. Accordingly, the price is determined as the highest one of the following:

• For companies listed on the Yıldız Market: the average of the daily corrected average price for the last month prior to the disclosure of the triggering of the squeeze-out and sell-out rights to the public, and the value determined in the valuation report to be commissioned by the company.
• For companies listed on other markets: the average of the daily corrected average price for the last six months prior to the disclosure of the triggering of the squeeze-out and sell-out rights to the public and the value determined in the valuation report to be commissioned by the company (for non-listed public companies, the value determined in the valuation report).
• The mandatory tender offer price will be determined in accordance with the mandatory tender offer regulations if the acquisition of the controlling shareholder status simultaneously leads to a change in management control (also applicable for non-listed public companies).

It is important to note that the majority shareholder is required to exercise the squeeze-out right within two business days after the elapse of the three-month period in which the minority shareholders can exercise their put option rights.

The put and squeeze-out processes are done via a brokerage firm. For the squeeze-out process, the board of directors needs to apply to (i) the CMB to cancel the shares of the minority shareholders and issue new shares after adopting a board resolution along with the required documents, and (ii) Borsa Istanbul, i.e., the only stock exchange in Türkiye, for the delisting of the public company.

Payment for the minority shares is required to be made in cash and Turkish lira. After the majority shareholder deposits the price for the minority shares to the public company's bank account and pays the CMB fees, the CMB issues an issuance certificate for the newly issued shares for the majority shareholder, which must be registered with the trade registry within three business days. The minority shareholders' shares are cancelled as of the date of the registration with the trade registry and new shares are issued to the majority shareholder. Once this process is completed, the public company will be automatically delisted and will no longer be subject to Turkish capital markets laws and regulations.