AGM Information • May 2, 2024
AGM Information
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| Summary Info | Announcement Regarding the Results of the Annual General Assembly |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2023 |
| Ending Date Of The Fiscal Period | 31.12.2023 |
| Decision Date | 04.04.2024 |
| General Assembly Date | 02.05.2024 |
| General Assembly Time | 10:30 |
| Record Date (Deadline For Participation In The General Assembly) | 01.05.2024 |
| Country | Turkey |
| City | İSTANBUL |
| District | MALTEPE |
| Address | Aydınevler Mahallesi, İnönü Caddesi, No:20/36, C Blok, Conference Hall, Küçükyalı Ofispark, 34854, Maltepe/İstanbul |
Agenda Items
1 - Opening and constitution of the Presiding Committee.
2 - Reading and discussion of the activity report of the Board of Directors relating to the activity year 2023.
3 - Reading the summary of the Independent Audit report relating to the activity year 2023.
4 - Reading, discussion and approval of the consolidated financial statements relating to activity year 2023.
5 - Discussion of and decision on the release of the Board Members individually from the activities and operations of the Company pertaining to the fiscal year 2023.
6 - Discussion and resolution of the amendment of the articles 4 and 6 of the Company's Articles of Association, which was approved by T.R. Ministry of Trade and Capital Markets Board, pursuant to the amendment text attached to the agenda.
7 - Informing the shareholders about the donations and grants made in activity year 2023, Discussing and resolving on the proposal of the Board of Directors to determine the limit of donations to be made by our Company within the period starting on January 1, 2024 and ending on the date of the general assembly meeting of the Company for the 2024 accounting period.
8 - In case any vacancy occurs in Board of Directors due to any reason, submission to the approval of General Assembly the Member and / or Members of the Board of Directors elected by the Board of Directors in accordance with the article 363 of Turkish Commercial Code; discussing and resolving on the election of the members of the Board of Directors whose position becomes vacant due to resignation or other reasons pursuant to the provisions of the relevant legislation and determining their terms of office.
9 - Discussion of and decision on the remuneration of the Board Members.
10 - Discussing and resolving on the Board of Directors' proposal for the election of an independent audit firm to audit the accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and capital markets legislation.
11 - Discussing and resolving on the proposal of the Board of Directors regarding the distribution of the net profit of the fiscal year 2023 pertaining to activity year 2023.
12 - Informing the shareholders about the transactions included into the scope of 1.3.6 numbered Corporate Governance Principles given in II-17.1. numbered Communiqué on Corporate Governance.
13 - Discussing and resolving on granting permission to the members of the Board of Directors to carry out businesses that fall within or outside the scope of the Company's business, personally or on behalf of others, to become partners in companies operating in such businesses and to carry out other transactions in accordance with Articles 395 and 396 of the Turkish Commercial Code.
14 - Pursuant to the capital markets legislation, informing the shareholders about the guarantees, pledges and mortgages given by the Company in favor of third parties in the activity year 2023 or the derived income thereof.
15 - Closing.
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Invitation Documents
| Appendix: 1 | Davet Duyurusu-invitation.pdf - Other Invitation Document |
| Appendix: 2 | BİLGİLENDİRME DOKUMANI.pdf - General Assembly Informing Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | The following decisions were taken at the Ordinary General Assembly of our Company pertaining to the year 2023, which was held on May 2, 2024: - The consolidated financial statements relating to fiscal year 2023 were approved. - The Board Members were individually released from activities and operations of the Company pertaining to the year 2023. - The limit for donations for 2024 was determined to be up to one percent (1%) of the Turkcell Turkiye segment revenue, as per our Company's consolidated annual financial statements relating to the previous fiscal year, prepared in accordance with the Capital Markets Board regulation. - Regarding the agenda item on the election of the members of the Board of Directors; among the candidates proposed by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., the holder of group A shares of our Company, Şenol Kazancı, Ayşe Nur Bahçekapılı, Figen Kılıç, Nail Olpak and Melikşah Yasin were elected, as well as Salim Arda Ermut for other Board of Director membership, and Mehmet Naci İnci, İdris Sarısoy and Serdar Çetin were elected as independent members of the Board of Directors, provided that the Capital Markets Board of Türkiye has not expressed any negative opinion about their candidacy, to serve for 3 years. - It was decided to pay a monthly net compensation of TRY 150 thousand to the Chairman and each member of the Board of Directors, with such compensation to be increased at the rate of the average wage increases carried out for the company's employees. - Güney Bağımsız Denetim ve SMMM A.Ş. was elected as independent audit firm pursuant to Turkish Commercial Code and the Capital Markets Legislation for auditing of the accounts and financials of the year 2024. - Following the voting of the Board of Directors' decision regarding the agenda item on the distribution of dividend for fiscal year 2023; the distribution of a dividend in gross amount of TRY 6,276,998,060, equivalent to a gross cash dividend of TRY 2.8531809 (net TRY 2.5678628) per ordinary share with a nominal value of TRY 1, to the shareholders on December 5, 2024, in accordance with the announced dividend distribution table and dividend per share table, was approved. - Board Members were permitted to be active in areas falling within or outside the scope of the Company's operations directly or on behalf of others and to participate in companies operating in the same business and to perform other acts in compliance with Articles 395 and 396 of the Turkish Commercial Code. Herewith enclosed as an annex is the Dividend Distribution Table. The minutes and the list of participants at the General Assembly are available in Turkish on our company website. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
| Authorized Capital | Not Discussed |
General Assembly Result Documents
| Appendix: 1 | Turkcell-GK-Tutanak-02052024.pdf - Minute |
| Appendix: 2 | Kar Dağıtım 02052024.pdf - Other Result Document |
| Appendix: 3 | Hazirun_2024.pdf - List of Attendants |
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