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TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

AGM Information Jun 20, 2022

5961_rns_2022-06-20_622faf95-d32c-4342-b96c-408f110d3627.html

AGM Information

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Summary Info Registration of Ordinary General Assembly Resolutions
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2021
Ending Date Of The Fiscal Period 31.12.2021
Decision Date 28.04.2022
General Assembly Date 16.06.2022
General Assembly Time 12:00
Record Date (Deadline For Participation In The General Assembly) 15.06.2022
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 - Reading and discussion of the activity report of the Board of Directors relating to the activity year 2021;

3 - Reading the summary of the Independent Audit report relating to the activity year 2021;

4 - Reading, discussion and approval of the consolidated financial statements relating to activity year 2021;

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 2021;

6 - Discussion and resolution of the amendment of the articles 9, 17 and 19 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 on the donation and contributions made in the activity year 2021 and discussion of and decision on the proposal of the Board of Directors on determination of the limit of the donations that shall be made by our Company during the period commencing 1 January 2022 and ending on the date of the Company's general assembly meeting relating to 2022 fiscal year shall be limited to and shall not exceed one percent (1%) of Turkcell Türkiye segment revenue;

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;

9 - Discussion of and decision on the remuneration of the Board Members;

10 - Discussion of and decision on the amendment of the Company's Guideline on General Assembly Rules of Procedures;

11 - Discussion of and decision on the proposal of the Board of Directors on the election of the independent audit firm pursuant to Turkish Commercial Code and the capital markets legislation for auditing of the accounts and transactions of the year 2022;

12 - Discussion of and decision on the proposal of the Board of Directors on the distribution of 25% of the net profit of the fiscal year 2021 relating to the activity year 2021;

13 - 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;

14 - Informing the shareholders regarding the guarantees, pledges and mortgages provided by the Company in favor of third parties or the derived income thereof in the activity year 2021, in accordance with the Capital Markets Board regulations;

15 - 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 pertaining to the year 2021, which was held on June 16, 2022:

- Balance Sheet and Profit/Loss statements relating to the fiscal year 2021 were approved,
- Board Members were individually released from activities and operations of the Company pertaining to the year 2021,
- The proposal of the Board of Directors regarding the amendments to the Company's Articles of Association was accepted,
- Limit for donations for 2022 was determined to be up to one percent (1%) of the Turkcell Turkey 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,
- The Board of Directors decisions with respect to the appointment of Nail Olpak to the vacant Board Member position and appointment of Serdar Çetin to the vacant Independent Board Member position pursuant to Article 363 of the Turkish Commercial Code were approved,
- The monthly compensation of TRY56 thousand, which was determined as the previous year's remuneration for the members of the Board of Directors, was resolved to be remained unchanged,
- The amendment to the Internal Guideline on Operational Procedures and Principles of the Company's General Assembly was accepted,
- PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik 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 2022,
- Following the voting of the Board of Directors' decision regarding the agenda item on the distribution of dividend for fiscal year 2021; distribution of dividend in gross amount of TRY1,257,774,594, equivalent of gross cash dividend of TRY 0.5717157 (net TRY 0.5145442) per ordinary share with a nominal value of TRY 1, to the shareholders on July 26, 2022 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 annex is the Dividend Distribution Table.

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

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 20.06.2022

General Assembly Result Documents

Appendix: 1 GK Tutanak 16.06.2022.pdf - Minute
Appendix: 2 Hazirun_.pdf - List of Attendants
Appendix: 3 Kar Dagitim 16062022.pdf - Other Result Document

Additional Explanations

There are no additional explanations.

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