AGM Information • May 20, 2025
AGM Information
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The Ordinary General Assembly meeting of Turkcell İletişim Hizmetleri A.Ş. for the year 2024 was held on May 15, 2025 at 10.30 a.m. at the registered office of the Company located in Aydınevler Mahallesi, İnönü Caddesi, No:20/36, C Blok, Konferans Salonu, Küçükyalı Ofispark, 34854, Maltepe/İstanbul, under the supervision of the Ministry Representatives Ms. Demet Bozer and Mr. Emrah Gözeller, who were appointed with the letter dated May 13, 2025, numbered E-90726394-431.03-00109222324 of the Governorship of Istanbul Provincial Directorate of Commerce.
The invitation for the meeting was announced within the stipulated time limit, in the appropriate format that covered the agenda and that complied with the law and the articles of association, at Trade Registry Gazette dated March 26, 2025 and numbered 11300, the website of the company www.turkcell.com.tr, and the Public Disclosure Platform, and the Electronic General Meeting System of Central Securities Depository and Trade Repository of the Turkish Capital Markets three weeks prior to the meeting excluding the meeting day. Also, registered letters with return receipt were sent to the holders of registered shares through Küçükyalı Office of PTT on March 28, 2025.
Upon the examination of the list of attendees, it was determined that 1,507,062,054.642 shares having a total nominal value of TRY 1,507,062,054.642 out of 2,200,000,000 shares corresponding to the Company's total equity of TRY 2,200,000,000.00 were represented at the meeting, 7,706.024 shares having a total nominal value of TRY 7,706.024 were represented at the meeting in person and 1,023,644,546.618 shares having a total nominal value of TRY 1,023,644,546.618 were represented at the meeting by proxy as committed representative of 483,409,802 shares having a total nominal value of TRY 483,409,802 thus the minimum meeting quorum stipulated both in the law and the Articles of Association was met, and with the presence of Mr. Şenol Kazancı, Chairman of the Board of Directors, Ms. Ayşe Nur Bahçekapılı, Mr. Serdar Çetin, Mr. Mehmet Naci İnci, Ms. Figen Kılıç, Mr. İdris Sarısoy and Mr. Melikşah Yasin, members of the Board of Directors, Mr. Birkan Bilal Avcıl representing Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., who conducted the independent audit of the Company's financial statements for 2024, and sworn translator Ms. Seha Karadeniz at the meeting, pursuant to paragraphs 5 and 6 of Article 1527 of the Turkish Commercial Code, the preparations for the electronic general assembly of the Company have been fulfilled in accordance with the legal regulations and that the Company employee Mr. Mahmut Emin Yalçınkaya has been assigned to implement the Electronic General Assembly System and these being detected and declared by the Ministry Representative, it was proceeded to the discussion of the agenda.
1) As per the first agenda item, meeting was launched by Mr. Şenol Kazancı, Chairman of the Board of Directors, simultaneously in both physical and electronic platforms. A moment of silence was observed and Turkish National Anthem was sung.
The proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. was read regarding the election of Mr. Şenol Kazancı as the Chairman of the Meeting Council. The votes were taken pursuant to articles 7 and 17 of the Company's Articles of Association and it was accepted to elect Mr. Şenol Kazancı as the Chairman of the Meeting Council by majority votes of the attendants upon 3,156,906,011.642 affirmative votes, against 156,043 negative votes.
Pursuant to the provision of the 6th paragraph of the articles 17 of the Company's Articles of Association, the proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. was read regarding the election of Mr. Mehmet Karataş as the Vote Collector and Mr. Ali Uysal as the Clerk. The votes were taken and it was accepted to elect Mr. Mehmet Karataş as the Vote Collector and Mr. Ali Uysal as the Clerk by majority votes of the attendants upon 1,506,906,011.642 affirmative votes, against 156,043 negative votes.
2) It was proceeded to the 2nd agenda item regarding reading and discussion of the Annual Report of the Board of Directors relating to the fiscal year 2024.
The Annual Report of the Board of Directors regarding the fiscal year 2024 to be read and discussed under this agenda item has been announced at website of the company www.turkcell.com.tr, the Public Disclosure Platform and the Electronic General Meeting System of Central Securities Depository and Trade Repository of the Turkish Capital Markets.
Due to the fact that the Annual Report of the Board of Directors relating to the fiscal year 2024 had been submitted for the information of the shareholders previously, the proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. was read by the Clerk regarding not reading the annual report but reading the Chairman's message only. The votes were taken and it was accepted to deem the Annual Report of the Board of Directors regarding the fiscal year 2024 as read and narrating thereof to the General Assembly the Chairman's message by majority votes of the attendants upon 1,454,665,496.642 affirmative votes, against 52,396,558 negative votes.
The Clerk read Chairman's message regarding Company's activities and accounts in fiscal year 2024 on the Annual Report on behalf of the Board of Directors. The agenda item was open to discussion.
Consolidated financial statements of the fiscal year 2024 have been announced at website of the company www.turkcell.com.tr, and the Public Disclosure Platform, and Electronic General Meeting System of Central Securities Depository and Trade Repository of the Turkish Capital Markets. The proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. was read by the Clerk regarding not reading the consolidated financial statements of the fiscal 2024 prepared pursuant to Capital Markets Board regulations and Turkish Commercial Code since they had been submitted to the information of the shareholders, but instead reading only their summaries to the General Assembly. The votes were taken and it was accepted to deem consolidated financial statements of the fiscal year 2024 as read and narrating thereof the General Assembly in summary by majority votes of the attendants upon 1,504,738,831.642 affirmative votes, against 2,323,223 negative votes.
The presentation regarding the Company's consolidated financial statements of the fiscal year 2024 was made by CEO, Mr. Ali Taha Koç, PhD, on behalf of the Board of Directors, summary information was given. The agenda item was open to discussion.
Mr. Murat Akbulut, who participated in the meeting via the electronic platform, stated that it was observed, the loss arising from the domestic automobile initiative continued in the financials for 2024, and asked the question of when the Company's revenues are expected to be positively contributed from this partnership.
CEO Mr. Ali Taha Koç, PhD expressed that they support the TOGG project, which is Turkey's national pride, with a strategic vision on behalf of our country; the main objective of this investment is to ensure that Turkey will be among the countries that have a say in the e-mobility market in the next 50 years and they believe that the mobile ecosystem brought by this investment will add value to Turkcell in the future; they position the investment in TOGG as a strategic value partnership on behalf of our country, rather than a short and medium-term profit expectation.
He stated that in this rapidly transforming sector ranging from smart cities to autonomous vehicles, the Company contributes to this transformation with its technological know-how and strong R&D competences, at the same time, they aim to transform the opportunities that will arise into a synergy that will create value; the solutions developed for the e-mobility ecosystem have the potential to increase the technological competitiveness of both Turkcell and our country; the technical infrastructure that companies will need in the coming period for mobility solutions in terms of software and hardware with the domestic production approach and data centres are ready as of today and in this context Paycell's innovative digital payment solutions and Fizy's entertainment systems were included in the TOGG ecosystem. He expressed that in 2024, the best-selling electric car in Türkiye was the locally produced TOGG T10X, and a total of 30,094 cars were sold during the year, reaching a share of over 30% in the electric vehicle market; on the other hand, they observed that the competition in this market has also accelerated with new players.
It was put to vote. It was resolved to approve the consolidated financial statements in relation to fiscal year 2024 by majority votes with 1,504,738,831.642 affirmative votes, and 2,323,223 against votes
5) It was proceeded to the 5th agenda item regarding release of the Board Members individually from the activities and operations of the Company pertaining to 2024 as of the period they were in office.
Board Members did not cast their voting rights relating to the shares owned by them, on release voting.
As a result of the voting;
Release of Mr. Şenol Kazancı was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Ms. Ayşe Nur Bahçekapılı was put to vote regarding her activities and transactions in 2024. Her release was resolved by majority votes of the attendants upon 1,503,280,586.642 affirmative votes, against 3,781,468 negative votes.
Release of Mr. Serdar Çetin was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Mr. Salim Arda Ermut was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,280,587.642 affirmative votes, against 3,781,467 negative votes.
Release of Mr. Mehmet Naci İnci was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Ms. Figen Kılıç was put to vote regarding her activities and transactions in 2024. Her release was resolved by majority votes of the attendants upon 1,503,280,587.642 affirmative votes, against 3,781,467 negative votes.
Release of Mr. Nail Olpak was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Mr. İdris Sarısoy was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Mr. Melikşah Yasin was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Mr. Afif Demirkıran was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,280,587.642 affirmative votes, against 3,781,467 negative votes.
Release of Mr. Hüseyin Arslan was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
Release of Mr. Julian Michael Sir Julian Horn-Smith was put to vote regarding his activities and transactions in 2024. His release was resolved by majority votes of the attendants upon 1,503,282,061.642 affirmative votes, against 3,779,993 negative votes.
6) It was proceeded to the 6th agenda item regarding discussion and resolution on the amendment of Articles 4 and 6 of the Company's Articles of Association in accordance with the amendment text attached to the agenda.
Since the amendment text of the Articles of Association of our Company, which includes the approval of the Capital Markets Board dated March 26, 2025 and numbered E-29833736-110.04.04-70051 and the permission of the Ministry of Trade, General Directorate of Domestic Trade dated March 27, 2025 and numbered E-50035491-431.02-00107745094, was published on the Turkish Trade Registry Gazette dated March 26, 2025 and numbered 11300, on the Company's web site www. turkcell.com.tr, on the Public Disclosure Platform and on the Electronic General Assembly System of the Central Securities Depository and Trade Repository of the Turkish Capital Markets; the proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. was read by the Clerk to deem it as read. Votes were taken. The proposal was accepted by majority the attendants upon 1,504,816,793.316 affirmative votes, and against 2,245,261.326 negative votes. The agenda item was opened for discussion.
The amendment of the Articles of Association was put to vote. As a result of voting, it was resolved to approve the amendment to the articles of association as attached (Annex-1) with the majority of the votes of the attendants with 1,504,816,793.316 affirmative votes against 2,245,261.326 negative votes.
7) It is proceeded to the 7th agenda item regarding informing the shareholders on the donation and contributions made in the fiscal year 2024, and discussing and resolving the recommendation of the Board of Directors on the determination of the donation limit to be made by our Company within the period commencing on January 1, 2025 and ending on the date of the Company's general assembly meeting pertaining to fiscal year 2025.
CEO, Mr. Ali Taha Koç, PhD, informed about the donation and contributions made in 2024.
The Resolution of the Board of Directors dated March 25, 2025 and numbered 2185 covering the proposal of the Board of Directors on the determination of the donation limit to be made by our Company within the period commencing on January 1, 2025 and ending on the date of the Company's general assembly meeting pertaining to fiscal year 2025 as not exceeding 1% of Turkcell Turkey segment income in 2024 was read by the Clerk and opened to the discussion.
The proposal was put into vote. As a result of voting on relevant recommendation of the Board of Directors, it was resolved to accept the proposal by majority votes of the attendants upon 1,420,825,852.316 affirmative votes, against 86,236,202.326 negative votes.
The proposal submitted by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş. for maintaining the current remuneration of the Chairman and Members of the Board of Directors and increasing the aforementioned remuneration at the rate of the average salary increase to be made to the company employees during the year was read by the Clerk.
It was put to vote. As a result of voting, it was resolved to accept the proposal by majority votes of the attendants upon 1,075,721,677.316 affirmative votes, against 431,340,377.326 negative votes.
10) It was proceeded to the 10th agenda item regarding the approval of the election of the Independent Audit Firm made by the Board of Directors in accordance with the Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority regulations.
Taking the evaluations made by the Audit Committee regarding the election of independent auditors within the scope of this article into consideration; the recommendation of the Company's Board of Directors stated on resolution dated April 15, 2025 and numbered 2189 regarding the election of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as an independent auditor for the auditing of the accounts and transactions of our Company for the fiscal year 2025 within the framework of the regulations of the Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority was put into vote. As a result of the voting, it was resolved to elect Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A. Ş., which is registered at Istanbul Trade Registry Office with the number 479920-0 and at the address of Orjin Plaza, Maslak No: 27, Kat: 1-5, Eski Büyükdere Caddesi, 34485, Sarıyer/İstanbul to audit the accounts and transactions of the Company for the year 2025 in accordance with the principles set out in the Turkish Commercial Code, the Capital Markets Law and the relevant legislation and to carry out other activities within the scope of the relevant regulations in these laws and to carry out the mandatory sustainability assurance audit of the sustainability reports to be prepared in accordance with the Turkish Sustainability Reporting Standards for the year 2025, which are complementary to each other with the financial reports, within the framework of the regulations of the Public Oversight, Accounting and Auditing Standards Authority by majority votes of the attendants upon 1,506,097,525.642 affirmative votes, against 964,529 negative votes.
11) It was proceeded to the 11th agenda item regarding the discussion and resolution of the recommendation of the Board of Directors on the distribution of the dividend from the net profit for the fiscal year 2024 pertaining to the activity year 2024.
Within the scope of this article, the dividend distribution recommendation stated on the Resolution of the Board of Directors dated March 25, 2025 numbered 2187 was read by the Clerk, opened to discussion.
It was put to vote. It was resolved by the majority votes of the attendants upon 1,506,933,470.316 affirmative votes, against 128,584.326 negative votes, within the scope of the provisions of our Company's Articles of Association and Dividend Distribution Policy, to distribute our Company's dividend at the gross amount of TRY 8,000,000,000 (eight billion Turkish Liras) equivalent of a gross dividend of TRY 3,6363636 (TL 3,0909091 net) per ordinary share with a nominal value TRY 1 to the shareholders in cash, in two equal instalments on June 20, 2025 and December 26, 2025 within the scope of the principles set forth in the legislation and according to the dividend distribution table which has been prepared for the related fiscal year.
12) It was proceeded to the 12th agenda item regarding the discussion and resolution of the amendment on Turkcell Donation Policy.
Mr. Ali Uysal, Chief Legal and Regulation Officer provided the shareholders with the information about the amended Turkcell Donation Policy, which has been submitted to the approval of the shareholders and was adopted with the Resolution of the Board of Directors dated March 25, 2025 and numbered 2186.
The agenda item was opened to discussion.
It was put to vote. It was resolved to approve the amended Turkcell Donation Policy text by the majority votes of the attendants upon 1,420,759,621.316 affirmative votes, against 86,302,433.326 negative votes.
13) It was proceeded to the 13th agenda item regarding giving information to the shareholders about the amendment on Remuneration Policy for Board Members and Senior Executives of Turkcell.
Mr. Ali Uysal, Chief Legal and Regulation Officer provided the shareholders with the information about the amended Remuneration Policy for Board Members and Senior Executives of Turkcell adopted with the Resolution of the Board of Directors dated March 25, 2025 and numbered 2186.
14) It was proceeded to the 14th agenda item regarding giving information to 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 of Capital Markets Board.
The information was given to the General Assembly by the Chairman of the Meeting Council.
15) It was proceeded to the 15th agenda item regarding giving information to the shareholders about the share buy-backs carried out by the Board of Directors within the framework of Communiqué On Buy-Backed Shares (II-22.1) of Capital Markets Board.
CEO, Mr. Ali Taha Koç, PhD, gave information about the share buy-backs carried out by the Board of Directors.
16) It was proceeded to the 16th agenda item regarding the discussion and resolution of the proposal of the
Board of Directors stated on the resolution dated March 25, 2025 and numbered 2184 regarding the share buy-back programme and the authorization of the Board of Directors for carrying out share buyback within the scope of this programme, pursuant to Communiqué On Buy-Backed Shares (II-22.1) of Capital Markets Board.
CEO, Mr. Ali Taha Koç, PhD gave information about share buy-back programme and the authorization of Board of Directors for carrying out share buy-back within the scope of this programme. The agenda item was opened to discussion.
It was put to vote. It was resolved to approve the recommendation of the Board of Directors stated on the resolution dated March 25, 2025 and numbered 2184 regarding share buy-back programme and the authorization of Board of Directors for carrying out share buy-back within the scope of this programme by majority votes of the attendants upon 1,492,237,997.642 affirmative votes, against 14,292,743 negative votes.
17) It was proceeded to the 17th agenda item regarding resolving on authorization of the Board Members in accordance with Article 395 and 396 of Turkish Commercial Code.
Within the scope of this item, it was resolved by majority votes of the attendants upon 1,506,642,857.642 affirmative votes, against 419,197 negative votes that the Board Members have been permitted 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.
18) It was proceeded to the 18th agenda item regarding informing the shareholders on securities, pledges and mortgages perfected in favour of 3rd persons and any incomes or interests obtained in relation to activity year 2024 pursuant to regulations of Capital Markets Board.
General assembly was informed by CEO, Mr. Ali Taha Koç, PhD with regard to the guarantees, pledges and mortgages provided by the Company in favour of third parties or the derived income thereof.
19) Following the determination of the necessary meeting quorum required under the Turkish Commercial Code being present during the entire meeting, having no other agenda items to discuss, Mr. Şenol Kazancı, the Chairman of the Meeting Council, adjourned the meeting.
This meeting minutes was signed by the attendees 15 May 2025 Time: 12.30
MINISTRY REPRESENTATIVE MINISTRY REPRESENTATIVE Demet BOZER Emrah GÖZELLER
CHAIRMAN Şenol KAZANCI
CLERK VOTE COLLECTOR Ali UYSAL Mehmet KARATAŞ
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