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CAPITAL MARKETS LAW

103

The application for the registration with the CMB must be made

within one (1) year starting from the date of such corporate decision.

Please note that debt securities registered with the CMB can be sold in a

different maturity structure and with a different interest ratio within this

one (1) year period.

If the sale of debt securities which are already registered is cancelled,

this matter must promptly be notified to the CMB. The debt securities

which are discarded for sale or which are not sold, can be offered

for sale by obtaining a CMB opinion within one (1) year from the

registration.

Application to CMB for registration

An application for the registration of debt securities with the CMB

must be made to the CMB with relevant documents. An application

concerning whether the debt securities to be offered to the public can be

traded in the relevant market of the stock exchange is required to be made

to the Istanbul Stock Exchange.

A prospectus and a circular must be prepared if the debt securities

will be sold by way of a public offering.

The CMB reviews and finalizes the applications made with respect

to the registration of the debt securities. A registration document

must be prepared with respect to the registered debt securities, and the

issuance and sale operations cannot be made without such a registration

document.

The CMB may, at its discretion, request from the issuer that the

liabilities arising from the debt securities be guaranteed by a local bank

or a third party.

Types of Debt Securities

Debt securities may be sold by way of a public offering or by a private

placement without a public offering. The type of the debt securities to be

registered, bearer instruments, or promissory notes must be stated in the

prospectus and the circular.