Registration Form • May 2, 2024
Registration Form
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The capital of the Company is TL 3.500.000.000 (three billion five hundred million Turkish Liras) and is fully paid-up. This capital is divided into 350.000.000.000 (three hundred and fifty billions) shares each having a nominal value of Kr 1 (one) (TL 0.01) as set out below:
| GROUP | SHAREHOLDERS | AMOUNT (TL) | TYPE | NUMBER OF SHARES |
SHAR E |
|---|---|---|---|---|---|
| A | Levent Yapılandırma Yönetimi A.Ş. |
1,925,000,000.00 | Registered | 192,500,000,000 | 55% |
| B | Treasury | 875,011,884.975 | Bearer | 87,501,188,497.50 | 25% |
| B | Türkiye Wealth Fund | 174,988,115.015 | Bearer | 17,498,811,501.50 | 5% |
| C | Treasury | 0.01 | Registered | 1 | - |
| D | Open to public | 525,000,000.00 | Bearer | 52,500,000,000 | 15% |
The capital increases shall be realized as follows: group A shares shall be issued for group A shareholders, and group B shares shall be issued for group B shareholders, and group D shares shall be issued for group D shareholders pro rata to their shares. In case of a capital increase by way of issuing new share certificates in return for cash, the shareholders are entitled to preemptive rights pro rata to their current shares, within the framework of the provisions of the Turkish Commercial Code, unless otherwise resolved by the General Assembly.
Following the public offering of the Company, the Company shall comply with the provisions of the Capital Markets regulations and the principles for the dematerialization of the share certificates, with regards to the form of the share certificates regarding the shares to be issued.
Subject to Article 6/A below, all Shares of Turk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the board of directors or the General Assembly. Otherwise, such transactions shall be deemed invalid.
a. any proposed amendments to the Articles of Association;
The capital of the Company is TL 3.500.000.000 (three billion five hundred million Turkish Liras) and is fully paid-up. This capital is divided into 350.000.000.000 (three hundred and fifty billions) shares each having a nominal value of Kr 1 (one) (TL 0.01) as set out below:
| GROUP | SHAREHOLDERS | AMOUNT (TL) | TYPE | NUMBER OF SHARES |
SHARE |
|---|---|---|---|---|---|
| A | Türkiye Wealth Fund | 1,925,000,000.00 | Registered | 192,500,000,000 | 55% |
| B | Treasury | 875,011,884.975 | Bearer | 87,501,188,497.50 | 25% |
| B | Türkiye Wealth Fund | 174,988,115.015 | Bearer | 17,498,811,501.50 | 5% |
| C | Treasury | 0.01 | Registered | 1 | - |
| D | Open to public | 525,000,000.00 | Bearer | 52,500,000,000 | 15% |
The capital increases shall be realized as follows: group A shares shall be issued for group A shareholders, and group B shares shall be issued for group B shareholders, and group D shares shall be issued for group D shareholders pro rata to their shares. In case of a capital increase by way of issuing new share certificates in return for cash, the shareholders are entitled to preemptive rights pro rata to their current shares, within the framework of the provisions of the Turkish Commercial Code, unless otherwise resolved by the General Assembly.
Following the public offering of the Company, the Company shall comply with the provisions of the Capital Markets regulations and the principles for the dematerialization of the share certificates, with regards to the form of the share certificates regarding the shares to be issued.
Subject to Article 6/A below, all Shares of Turk Telekom can be transferred except for one privileged (golden) share of Group C. For the purpose of protecting the national interest in issues of national security and the economy, the following actions and resolutions cannot be taken without the affirmative vote of the holder of the C Group Privileged Share at either a meeting of the board of directors or the General Assembly. Otherwise, such transactions shall be deemed invalid.
a. any proposed amendments to the Articles of Association;
| b. the transfer of any registered Shares in the Company which | b. the transfer of any registered Shares in the Company which | ||
|---|---|---|---|
| would result in a change in the management control of the | would result in a change in the management control of the | ||
| Company; | Company; | ||
| c. the registration of any transfer of registered shares in the | c. the registration of any transfer of registered shares in the |
||
| Company's shareholders' ledger. | Company's shareholders' ledger. | ||
| Pursuant to Article 8(d) below, the holder of the C Group | Pursuant to Article 8(d) below, the holder of the C Group | ||
| Privileged Share appoints one member representing the | Privileged Share appoints one member representing the | ||
| Privileged Share, to the Board of Directors of Turk Telekom. | Privileged Share, to the Board of Directors of Turk Telekom. | ||
| The C Group Privileged Share owner cannot participate in | The C Group Privileged Share owner cannot participate in | ||
| capital increases. | capital increases. | ||
| On condition that all of the financial rights stemming from the | On condition that all of the financial rights stemming from the | ||
| public's shareholder status remain on the Treasury, the rights | public's shareholder status remain on the Treasury, the rights | ||
| and competences based on the Treasury's shareholder status | and competences based on the Treasury's shareholder status | ||
| such as right of vote, management, representation and control | such as right of vote, management, representation and control | ||
| are exercised by Ministry of Transport and Infrastructure. | are exercised by Ministry of Transport and Infrastructure. |
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