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CAPITAL MARKETS LAW

105

Requirement to Use Intermediary Institution

The sale of the debt securities offered to the public and the payment

of principal, interest and similar obligations must be conducted through

intermediary institutions (banks and brokerage houses).

Prospectus, Registration and Announcement

A prospectus must include any information that may impact the

decisions of the investors, including but not limited to the financial status

of the issuer, risks, and information required by law and by the CMB.

Following the registration of the debt securities to be sold by way of a

public offering with CMB, the approved prospectus must be registered

with the trade registry where the issuer is registered and published in

the Turkish Trade Registry Gazette (“TTRG”) within fifteen (15) days

from the date of the registration document. Such registration in the trade

registry and announcement of the prospectus must also be announced on

the issuer’s web site and Public Disclosure Platform.

Sale Period and Commencement Date of Maturity

The sale period of the debt securities to be offered to the public cannot

be less than two (2) business days and not more than six (6) business

days. However, the bank bonds to be offered to the public can be sold

during the maturity period of the bonds. The CMB may, at its discretion,

extend the sale period for such debt securities with reasonable grounds.

The day on which the debt securities are deposited to the investors

account will be deemed the commencement date of the maturity.

Notification to the CMB of Results of the Sale

The intermediary institution or the issuer will, within six (6) business

days from the last date of the sale period of the debt securities, submit to

the CMB (i) the TTRG where the prospectus was announced; copies of

any gazette where the circular was announced (if any); written publishing

instruments where the commercials were announced; the details of the

buyers of such debt securities; the amount of their purchase; documents

showing their capital, administrative and commercial relationship with