Two New Guidelines on Sustainable Finance Instruments Published in Türkiye
On 13 August 2026, Capital Markets Board of Türkiye (“CMB”) pursuant to its Principal Decision numbered i-SPK.128.29 has adopted the Guidelines on Green, Sustainable and Social Capital Market Instruments and the Guidelines on Sustainability-Linked Capital Market Instruments (together, the “Guidelines”).
On 24 February 2022, the CMB adopted its first guidelines in this area, the “Guidelines on Green Debt Instruments, Sustainable Debt Instruments, Green Lease Certificates and Sustainable Lease Certificates”. Under the new framework, the scope of the 2022 Guidelines has been expanded to include social capital market instruments, while sustainability-linked capital market instruments are now regulated under separate guidelines.
The Guidelines aim to expand the sustainable finance market in line with Türkiye's net-zero target and long-term climate strategy, and to enhance transparency, integrity, consistency and comparability in issuances. In addition to debt instruments, the framework covers a broad range of instruments, including lease certificates; asset- and mortgage-covered securities; asset- and mortgage-backed securities; project-backed securities; and real estate certificates.
Key Difference between the Two Guidelines
For the Guidelines on Green, Sustainable and Social Capital Market Instruments, the determining factor is that the proceeds of the issue must be used in accordance with the project components listed in the relevant guidelines exclusively to finance or refinance eligible green and/or social projects. Blue capital market instruments are also treated as green capital market instruments. For sustainability-linked capital market instruments, the proceeds to be established as set out in Guidelines on Green, Sustainable and Social Capital Market Instruments, allocation of the proceeds to a specific project is not mandatory; instead, the capital market instrument's financial or structural characteristics may vary depending on whether the issuer company achieves its predefined key performance indicators (“KPIs’’) and sustainability performance targets. In this context, within the scope of the relevant guidelines, sustainability-linked capital market instruments refer to capital market instruments whose financial or structural characteristics vary depending on the issuing company’s achievement of predefined sustainability (environmental, social and/or corporate governance) targets.
Guidelines on Green, Sustainable and Social Capital Market Instruments
The relevant guideline regulates four core components of issuances within this scope have: use of proceeds; process for project evaluation and selection; management of proceeds; and reporting. Eligible green projects include renewable energy, energy efficiency, clean transportation, sustainable water management, the circular economy, green buildings, biodiversity and climate adaptation. Social projects include accessible infrastructure and basic services, affordable housing, employment, food security and socioeconomic empowerment. In addition to the types of projects listed in the guidelines, it is indicated that, when determining which projects fall within the scope of the relevant guidelines, until Türkiye's Green Taxonomy is established, internationally recognised taxonomies, particularly the EU Taxonomy, may be used.
The issuer company of the relevant capital market instruments must prepare a framework document that will be approved by its board of directors and obtain an independent second-party opinion assessing the framework document’s alignment with the Guidelines. Allocations of proceeds must be reported at least annually; where there are material developments, the report must be updated within six weeks at the latest. Once all proceeds have been used, a final allocation report, the related verification opinion and an impact report must be published within three months. External review of the impact report is optional.
Guidelines on Sustainability-Linked Capital Market Instruments
Five elements relating to the issue of the capital market instruments in question have been regulated: selection of KPIs; calibration of sustainability performance targets; the capital market instrument's financial or structural characteristics; reporting; and verification. The KPIs must be material to the issuer company’s core activities and sustainability strategy, measurable, verifiable and comparable. Investors should also be able to assess the historical performance of the selected KPIs, and where KPI data has not previously been disclosed, issuers are expected, where possible, to provide independently verified historical performance data covering the previous three years. The targets are expected to be ambitious, relevant, consistent with the overall business strategy and tied to a predefined timeline.
The framework document must clearly set out the changes to coupon payments or other financial or structural terms, and the trigger events, if the target is or is not achieved. The issuer must publish a performance assessment report at least annually on its website and the Public Disclosure Platform (“PDP”) and obtain an independent verification opinion on each KPI's performance against the relevant target.
Common Principles Regarding Issuance and Public Disclosure
For domestic issuances, a separate issuance ceiling must be obtained for each issuance falling within the scope of the Guidelines, and that ceiling may be used only for the relevant sustainable finance instruments. The framework document and second-party opinion must be submitted to the CMB with the issuance application and, following approval, published on the issuer's website and the PDP. In addition, a group framework document prepared at the group level may be used for issuances by group companies, provided that it is approved by the relevant issuer company's board of directors. Persons and entities signing documents prepared under the Guidelines may also be held liable within the framework of Article 32 of the Capital Markets Law No. 6362.The use of terms such as green, sustainable, social or any other sustainability-related expressions in vehicles that do not comply with the Guidelines is also prohibited
A separate issuance ceiling is also required for overseas issuances. However, the framework document and second-party opinion may be prepared in accordance with the foreign standards applicable to the issuance. The external reviewer must be independent, and an entity that advised on preparing the framework document may not provide external review services in respect of the same document.
Application and Transitional Arrangements
The Guidelines on Green, Sustainable and Social Capital Market Instruments apply to issuance applications submitted after their publication. The Guidelines on Sustainability-Linked Capital Market Instruments do not apply to issuances made under an issuance ceiling approved by the CMB before publication of those Guidelines and declared by the issuer to be sustainability-linked.
Reduction in CMB Fees
Pursuant to the same Principal Decision, the CMB also resolved to apply a 50% reduction to the CMB fees payable under the applicable capital markets legislation in connection with issuances of capital market instruments falling within the scope of the Guidelines. For lease certificate issuances, this reduction applies in addition to the fee reduction introduced under the CMB’s decision dated 24 June 2016 and numbered 20/710. The SPK has thus aimed to encourage the issue of capital market instruments covered by the Guidelines.
Implications for Companies
Under these Guidelines companies planning a capital market instrument issuance should first classify their financing model correctly. Before launching the issuance process, they should establish an eligible project pool and proceeds-tracking infrastructure for project-based capital market instruments, or verifiable KPIs, ambitious targets and financial triggers for sustainability-linked capital market instruments. Board approval, a separate issuance ceiling, an independent second-party opinion, PDP disclosures and the post-issuance reporting and verification timetable should be planned together with the transaction documents and internal control processes. Taking into account the 50% reduction in CMB fees, the new regulations are expected to contribute to the development of financing instruments in this sector in Turkey by encouraging companies to access sustainable and project-based financing through the capital markets.
For more information, please contact your CMS partner or one of our local CMS experts: Dr. Döne Yalçın,Hülya Kemahlı or Zeynep Berin Manavgat
