Turkcell Iletisim Hizmetleri A S 6-K, filed Aug 2, 2023

Turkcell Iletisim Hizmetleri A S (TKC)

6-K 2023-08-02 For: 2023-08-02

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Added on July 07, 2026

About this 6-K

Turkcell Iletisim Hizmetleri A S filed this 6-K on August 2, 2023.

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		TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

		AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR FINANCIAL YEAR 2022

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 2022;
3.	Reading the summary of the Independent Audit report relating to the activity year 2022;
4.	Reading, discussion and approval of the consolidated financial statements relating to activity year 2022;
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 2022;
6.	Discussion and resolution of the amendment of the articles 3, 4 and 25 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.
	a.	Informing the shareholders about the donations and grants made in activity year 2022,
	b.	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, 2023 and ending on the date of the general assembly meeting of the Company for the 2023 accounting period, so as not to exceed 1% of Turkcell Turkey segment revenue in 2022,
	c.	In addition to the total donation amount stated in subclause b, in line with the opportunity granted by the decision of the Capital Markets Board dated February 9, 2023, discussing and resolving submission of the Board of Directors' resolution dated February 16, 2023 and numbered 1920, which was taken due to the consecutive earthquake disaster centered in Kahramanmaraş, which occurred on February 6, 2023 and caused a great destruction and loss of lives of more than 50,000 people, to the approval of the General Assembly and to make the payments in this regard as two instalments in September 2023 and in January 2024;
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.	Discussing and resolving on the Board of Directors' proposal for the election of an independent audit firm to audit the accounts and transactions for the year 2023 in accordance with the Turkish Commercial Code and capital markets legislation;
11.	Discussing and resolving on the proposal of the Board of Directors regarding the distribution of TL 2.260.000.000 (two billion two hundred and sixty million Turkish Liras) from the net profit of the fiscal year 2022 pertaining to activity year 2022;
12.	Informing the shareholders about share buyback made pursuant to II-22.1 numbered Communiqué On Buy-Backed Shares of Capital Markets Board and its announcement dated 14 February 2023;
13.	Informing the shareholder 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;
14.	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;
15.		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 2022 or the derived income thereof;
16.		Closing

POWER OF ATTORNEY
TO THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS OF TURKCELL İLETİŞİM HİZMETLERİ A.Ş.,
I hereby appoint _____________________________________, who is presented below in details, as my proxy; to represent me, to vote, to make proposals and to sign the necessary documents on behalf of me in the Ordinary General Assembly Meeting of Turkcell İletişim Hizmetleri Anonim Şirketi for the Fiscal Year of 2022 to be held on 13 September 2023, Wednesday, at 10:30, at Company Headquarters located at the address of Aydınevler Mahallesi, İnönü Caddesi, No:20/36, C Blok, Konferans Salonu, Küçükyalı Ofispark, 34854, Maltepe/İstanbul, in line with my below instructions.
Proxy(*);
Name Surname/Commercial Title:
TC Identity No/Tax ID No, Trade Registry Office and Registry Number and Central Registration (MERSİS) Number:
(*) For foreign proxies equivalent information must be submitted.
A)		SCOPE OF POWER OF ATTORNEY
The scope of power of attorney shall be determined by choosing either (a), (b) or (c) for sections 1 and 2 below.
1.	In relation with the Issues under the General Assembly Agenda;
a)	The proxy shall be authorized to vote in line with his/her opinion.
b)	The proxy shall be authorized to vote in line with the proposals of the company management.
c)	The proxy shall be authorized to vote in line with the instructions indicated in the below table.
Instructions:
If option (c) is chosen by the shareholder, instructions shall be submitted specifically to agenda items by checking one of the options (acceptance or refusal) provided next to the relevant agenda item of general assembly, and if refusal option is chosen, by indicating the opposition note, if any, which is required to be written in the general assembly minutes.
Agenda Items (*)			Acceptance	Refusal	Opposition Notice
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
**()The issues under the general assembly agenda shall be listed one by one. If minority has a separate resolution draft, it shall be specifically stated to enable voting by proxy.***

2.	Specific Instruction related with other issues that may arise during the General Assembly meeting and especially with the use of minority rights:
a)	The proxy shall be authorized to vote in line with his/her opinion.
b)	The proxy shall not be authorized to represent in these matters.
c)	The proxy shall be authorized to vote in line with the below specific instructions.
SPECIFIC INSTRUCTIONS; Specific instructions of the shareholder to the proxy shall be indicated here, if any.

B)		The shareholder shall specify the shares to be represented by the proxy, by choosing one of the options below.
1.	I hereby approve my below detailed shares to be represented by proxy.
a)	Order and serial:*
b)	Number/Group:**
c)	Amount-Nominal value:
d)	Voting privileges:
e)	Bearer-Registered:*
f)	Ratio of total shares/voting rights of the shareholder:
* These information are not requested for shares that are electronically registered.
**Group information shall be submitted instead of number for electronically registered shares.
2.	I hereby approve that all of my shares listed in the list of shareholders to attend the general assembly meeting, which is prepared by the MKK one day prior to the general assembly, shall be represented by a proxy.
*NAME SURNAME or TITLE OF THE SHAREHOLDER ()**
TC Identity No/Tax ID No, Trade Registry Office and Registry Number and Central Registration (MERSİS) Number:
Address:
SIGNATURE
(*) For foreign shareholders equivalent information must be submitted.

	TURKCELL ILETISIM HIZMETLERI A.S.
Date: August 2, 2023	By:	/s/ Ali Serdar Yağcı
	Name: Ali Serdar Yağcı Title: Investor Relations and Corporate Finance Director

	TURKCELL ILETISIM HIZMETLERI A.S.
Date: August 2, 2023	By:	/s/ Kamil Kalyon
	Name: Kamil Kalyon Title: Chief Financial Officer (Acting)