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TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

AGM Information Dec 29, 2023

5961_rns_2023-12-29_3e5362a0-4282-4ac4-819b-8c229ff4a273.html

AGM Information

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Summary Info Announcement Regarding the Result of Annual General Assembly
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2020
Ending Date Of The Fiscal Period 31.12.2020
Decision Date 16.03.2021
General Assembly Date 15.04.2021
General Assembly Time 12:00
Record Date (Deadline For Participation In The General Assembly) 14.04.2021
Country Turkey
City İSTANBUL
District MALTEPE
Address Aydınevler Mahallesi, İnönü Caddesi, No:20/36, C Blok, Konferans Salonu, Küçükyalı Ofispark, 34854, Maltepe/İstanbul

Agenda Items

1 - Opening and constitution of the Presiding Committee;

2 - Authorizing the Presiding Committee to sign the minutes of the meeting;

3 - Reading and discussion of the activity report of the Board of Directors relating to the fiscal year 2020;

4 - Reading the summary of the Independent Audit report relating to the fiscal year 2020;

5 - Reading, discussion and approval of the consolidated balance sheets and profits/loss statements prepared pursuant to the Turkish Commercial Code and Capital Markets Board legislation relating to fiscal year 2020, separately;

6 - 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 2020;

7 - Informing the General Assembly on the donation and contributions made in the fiscal year 2020; discussion of and decision on Board of Directors' proposal concerning determination of the limit on donations that shall be made by our Company during the period commencing 1 January 2021 and ending on the date of the Company's general assembly meeting relating to the 2021 fiscal year;

8 - Submission of the board member, who was elected as per Article 363 of the Turkish Commercial Code due to the vacancy in the membership of the Board of Directors, to the approval of General Assembly; discussion of and decision on the election for board memberships in accordance with related legislation and determination of term of office;

9 - Determination of the remuneration of the Board Members;

10 - Discussion of and approval of the election of the independent audit firm suggested by the Board of Directors pursuant to Turkish Commercial Code and the capital markets legislation for auditing of the accounts and transactions of the fiscal year 2021;

11 - Discussion of and decision on the distribution of dividend as well as on the dividend distribution date for the fiscal year 2020;

12 - Decision permitting the Board Members to, directly or on behalf of others, be active in areas falling within or outside the scope of the Company's operations 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;

13 - Informing the shareholders regarding the guarantees, pledges and mortgages provided by the Company in favour of third parties or the derived income thereof, in accordance with the Capital Markets Board regulations;

14 - Closing.

Corporate Actions Involved In Agenda

Dividend Payment

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 held on April 15, 2021:

- Balance Sheet and Profit/Loss statements relating to the fiscal year 2020 were approved,
- Board Members were individually released from activities and operations of the Company pertaining to the year 2020,
- Limit for donations for 2021 was determined to be up to one percent (1%) of our Company's revenue as per consolidated annual financial statements relating to the previous fiscal year prepared in accordance with the Capital Markets Board regulation,
- Board of Directors decision with respect to the appointment of Figen Kılıç to vacant Board of Directors position pursuant to Article 363 of the Turkish Commercial Code was approved.
- Regarding the agenda item on the election of Board of Director members:

- Following the voting of candidates proposed by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., the holder of group A shares of our Company, Bülent Aksu, Figen Kılıç, Hüseyin Aydın, Tahsin Yazar and Şenol Kazancı were elected as members of Board of Directors to serve for 3 years.
- Following the voting of proposal from TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., Afif Demirkıran, Nail Olpak, Hüseyin Arslan were elected as independent Board of Directors members with the consent of Capital Markets Board, and Julian Michael Sir Julian Horn-Smith was elected as member of Board of Directors, all to serve for 3 years.

- Monthly compensation of TRY56,000 (fifty-six thousand) was determined for the Chairman and each member of Board of Directors.
- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş (PricewaterhouseCoopers) 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 2021,
- 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,
- Following the voting of the Board of Directors' decision dated March 16, 2021 regarding the agenda item on the distribution of dividend for fiscal year 2020; distribution of dividend in gross amount of TRY2,585,787,148 equivalent of gross cash dividend of TRY 1.1753578 (net TRY 0.9990541) per ordinary share with a nominal value of TRY 1 in three equal installments to the shareholders on April 30, 2021, July 30, 2021 and October 27, 2021 in accordance with the announced dividend distribution table and dividend per share table was approved.

Herewith enclosed annex is the Dividend Distribution Table.

The minutes and the participants list of General Assembly is available in Turkish on our company website.

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Result Documents

Appendix: 1 hazirun_15042021.pdf - List of Attendants
Appendix: 2 tablo_15042021.pdf - Other Result Document
Appendix: 3 2020gk_tutanak.pdf - Minute

Additional Explanations

The minutes of our Company's Ordinary General Assembly meeting for the year 2020, held on April 15, 2021, are being republished due to technical reasons.

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