AGM Information • May 20, 2025
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 | 01.01.2024 |
| Ending Date Of The Fiscal Period | 31.12.2024 |
| Decision Date | 25.03.2025 |
| General Assembly Date | 15.05.2025 |
| General Assembly Time | 10:30 |
| Record Date (Deadline For Participation In The General Assembly) | 14.05.2025 |
| 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 2024;
3 - Reading the summary of the Independent Audit report relating to the activity year 2024;
4 - Reading, discussion and approval of the consolidated financial statements relating to activity year 2024;
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 2024;
6 - Discussion and resolution of the amendment of the articles 4 and 6 of the Company's Articles of Association, on condition that the legal permits of T.R. Ministry of Trade and Capital Markets Board are taken, pursuant to the amendment text attached to the agenda;
7 - Informing the shareholders about the donations and grants made in activity year 2024, 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, 2025 and ending on the date of the general assembly meeting of the Company for the 2025 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 - Approval of the election of the independent audit firm made by the Board of Directors in accordance with the regulations of Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority,
11 - Discussing and resolving on the proposal of the Board of Directors regarding the distribution of the net profit of the fiscal year 2024 pertaining to activity year 2024;
12 - Discussing and resolving on the amendments on the Turkcell Donation Policy,
13 - Informing the shareholders about the amendments on Turkcell Remuneration Policy for the Board of Directors And Top Executives;
14 - 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;
15 - Providing information to the shareholders about the share buy-backs carried out by the Board of Directors within the framework of the Capital Markets Board's Communiqué on Buy-Backed Shares (II-22.1);
16 - Discussing and resolving on the proposal of the Board of Directors regarding the share buy-back programme and authorisation of the Board of Directors to buy-back the shares within the scope of this programme within the framework of the Capital Markets Board's Communiqué on Buy-Backed Shares (II-22.1);
17 - 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;
18 - 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 2024 or the derived income thereof;
19 - 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 | Bilgilendirme Dökümanı.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 2024, which was held on May 15, 2025: - The consolidated financial statements for the fiscal year 2024 were approved. - The Board Members were individually released from activities and operations of the Company pertaining to the year 2024. - The Board of Directors' proposal regarding the amendments to the Company's Articles of Association was approved. - The Board of Directors' proposal to set the donation limit for 2025 at up to one percent (1%) of the Turkcell Türkiye segment revenue was approved, as per our Company's consolidated annual financial statements for the previous fiscal year, prepared in accordance with the Capital Markets Board regulations. - The Board of Directors' proposal regarding the amendments to Turkcell's Donation Policy was approved. - It was resolved to maintain the current monthly net compensation of the Board of Directors, and to increase this compensation in line with the average wage increases carried out for the company's employees. - The Board of Directors' proposal regarding the appointment of Güney Bağımsız Denetim ve SMMM A.Ş. as the independent audit firm for auditing of the accounts and financials, pursuant to Turkish Commercial Code and the Capital Markets Legislation, and also for the sustainability assurance audit for the year 2025, was approved. - The share buyback program regarding the shares of Turkcell İletişim Hizmetleri A.Ş. was approved. - Following the voting of the Board of Directors' decision regarding the agenda item on the distribution of the dividend for fiscal year 2024; the distribution of a dividend in a gross amount of TRY 8,000,000,000, equivalent to a gross dividend of TRY 3.6363636 (net TRY 3.0909091) per ordinary share with a nominal value of TRY 1, in two equal installments to the shareholders in cash on June 20, 2025 and December 26, 2025 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 | Accepted |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 20.05.2025 |
General Assembly Result Documents
| Appendix: 1 | Kar Dağıtım-15052025.pdf - Other Result Document |
| Appendix: 2 | Hazirun-2025.pdf - List of Attendants |
| Appendix: 3 | Turkcell-GK-Tutanak-TR-15052025.pdf - Minute |
| Appendix: 4 | Turkcell-GK-Tutanak-ENG-15052025.pdf - Minute |
Additional Explanations
Our Company's Board of Directors has decided to call the Annual General Assembly Meeting of our Company pertaining to the year of 2024 to convene on May 15, 2025 at 10:30 at the address of "Aydınevler Mahallesi, İnönü Caddesi, No:20/36, C Blok, Conference Hall, Küçükyalı Ofispark, 34854, Maltepe/İstanbul" and to discuss the attached agenda.
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