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INFORMATION DOCUMENT REGARDING
TURKCELL İLETİŞİM HİZMETLERİ ANONİM ŞİRKETİ
ANNUAL GENERAL ASSEMBLY MEETING
TO BE HELD ON 26 MARCH 2015
The Annual General Assembly Meeting pertaining to years 2010, 2011, 2012, 2013 and 2014 of our
Company shall be held on 26 March 2015 at 10.00hrs at the Company’s head office located at
Turkcell Plaza, Meşrutiyet Caddesi, No: 71, Tepebaşı, Beyoğlu /Istanbul.
Pursuant to Article 417 of the Turkish Commercial Code and the provisions of the Communiqué on
Principles regarding Keeping Records as to Dematerialized Capital Market Instruments, numbered II13.1, the list of those holding electronically registered shares who are entitled to attend the general
assembly shall be composed according to the Shareholders Table which will be provided by the
Central Registry Agency. Additional information can be obtained from the CRA and is also available
on: www.mkk.com.tr
Pursuant to Article 415 of the Turkish Commercial Code, our shareholders or their representatives,
who are listed in the list of attendees and whose shares are duly registered to CRA shall be entitled to
attend the General Assembly Meeting. Real persons shall be required to present their ID’s and legal
person representatives shall be required to present their powers of attorney.
Shareholders, who have electronic signature, may electronically attend the Annual General Assembly
meeting, and may have the necessary information regarding participating in General Assembly from
the CRA and also electronically on: www.mkk.com.tr.
Shareholders, who will not be able to attend the meeting in person and hence will use their voting
rights through a representative, must grant a power of attorney to a representative, identical to the
sample given below or obtain the sample form from our head office or from the link:
www.turkcell.com.tr, and submit the power of attorney of which signature is certified by a public
notary to the Company’s head office; which conforms the requirements stipulated under the
Communiqué on Voting by Proxy and Proxy Solicitation, numbered II-30.1 of the Capital Markets
Board.
Our Company’s Financial Reports regarding the fiscal years 2010, 2011, 2012, 2013 and 2014 and
Independent Auditor’s Report, Dividend Distribution Policy, Articles of Association Amendment
Text, Information Document on General Assembly Meeting prepared in line with the Regulations of
the Capital Markets Board Corporate Governance Principles and Guidelines on Principles and
Procedures Regarding General Assembly Meetings of our Company, will be ready for our
shareholders’ review, twenty-one (21) days before the date of the meeting at our head office and on
the link: www.turkcell.com.tr.
Respectfully submitted to the attention of the Shareholders.
1
OUR SUPPLEMENTARY EXPLANATIONS UNDER THE CONTEXT OF CAPITAL
MARKETS BOARD REGULATIONS
Our explanations necessary to be done as per the Communiqué Series II, No: 17.1 “Communiqué on
the Determination and Implementation of Corporate Governance Principles” are presented below for
your information.
a)
Total shares and voting rights reflecting the shareholding structure of the company as of the
announcement date 27/02/2015:
Our Company’s shareholding structure and voting rights as per our Company’s share ledger as of
February 27, 2015 are presented in the following table for your kind information.
Name of shareholder
SONERA HOLDİNG B.V.
Nominal Amount
of Participation
(TRY)
Percentage
( %)
287.632.179,557
13,07%
995.509,43
0,05%
TURKCELL HOLDİNG A .Ş.
1.122.000.000,24
51,00%
PUBLICLY HELD
789.372.310,776
35,88%
ÇUKUROVA HOLDİNG A. Ş.
TOTAL
2.200.000.000,000
100,00%
Our company was founded on 05.10.1993 with a capital of TRY-120.000; and, as a public company is
subject to the Capital Market Law No. 6362 and all its shares are registered. As of today our issued
share capital is TRY-2.200.000.000 under issued share capital ceiling of TRY-2.200.000.000 consisted
of 2.200.000.000 shares with a nominal value of TRY-1,00. Registered capital system was adopted
with the permission dated 13.04.2000 and number 40/572 by the Capital Markets Board.
Our company has no privileged share group.
b)
Any changes in the management and operational activities of the Company and major
subsidiaries and affiliates of the Company realized during previous accounting period and
those planned for the next accounting period to significantly affect company activities, and
reasons of these changes:
There are no significant changes to affect the management and operational activities of the Company.
On the other hand, regulatory disclosures made by our Company may be reached via
http://www.turkcell.com.tr/site/en/turkcellhakkinda/yatirimciiliskileri/Sayfalar/duyurular.aspx in our
website and through following web address: http://www.kap.gov.tr/en/home.aspx
c)
If there is dismissal, replacement or election of Board of Directors members on the general
assembly meeting agenda; reasons of dismissal and replacement; curriculum vitae, missions
carried out within the last 10 years and reasons of departure of persons whose nomination for
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candidate for member of the Board of Directors have been submitted to the company; their
relationship with the company and its related parties and nature of the relationship and its
level of materiality, whether or not the candidate meets the independency criteria and
information related to matters, which may affect the company business in case the candidates
are elected as members of the Board of Directors:
Election of Board of Directors members is regulated under item 39 of the General Assembly Meeting
Agenda.
During Ordinary General Assembly meeting held on April 29, 2010, Colin J. Williams, G. Nazlı
Karamehmet Williams, M. Bülent Ergin, Karin B. Eliasson, Terro E. Kivisaari, Alexey E. Khudyakov
and Oleg A. Malis have been elected to hold office for a period of three years.
In order to ensure the compliance with the requirement of independent board member election of
Corporate Governance Principles and according to the provisions of the second paragraph of the
article 17 of the Capital Market Law No.6362, Ahmet Akça, Atilla Koç and Mehmet Hilmi Güler
have been appointed as the independent board members in place of M. Bülent Ergin, Oleg A. Malis
and Tero E. Kivisaari, under the resolution no.2013/8 of the CMB (Capital Market Board) dated
March 11, 2013 for holding this office until duly election of independent board members in place of
them or until adoption of a new resolution related thereto by the CMB;
Mehmet Bostan and Bekir Pakdemirli have been appointed as the board members under the
resolution no.2013/27 of the CMB dated August 15, 2013 pursuant to the provision of the
subparagraph (k) of the first paragraph of the article 128 of the Capital Market Law No.6362, in place
of the board members who have been elected in General Shareholders’ Meeting dated 29.04.2010 for a
duty period of 3 years and whose duty periods have been expired but their successors could not be
elected by the shareholders; in order to hold this office until election of new members by the
Company’s General Shareholders’ Meeting in compliance with the legislation or appointment of other
members by the CMB in addition to 3 independent board members appointed pursuant to the
resolution no.8/271 of CMB dated 11.03.2013 and;
Erik Belfrage and Jan Erik Rudberg notified to the CMB by Sonera Holding BV have been
appointed as the board members under the resolution no.2013/30 of the CMB dated September 13,
2013 pursuant to the provision of the subparagraph (k) of the first paragraph of the article 128 of the
Capital Market Law No.6362, for 2 board memberships remained vacant in order to hold this office
until election of new members by the Company’s General Shareholders’ Meeting in compliance with
the legislation or appointment of other members by the CMB.
No candidate has been nominated as of publication date of this document for election of membership
of the Board of Directors.
d)
Written Requests of Shareholders submitted to the Investor Relations Department related to
adding articles to the agenda, if the agenda requests of shareholders are refused by the
Board of Directors, the refused requests and refusal reasons:
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There is no request.
e)
In the event that the Agenda includes an article about the amendment of the Articles of
Association, the relevant decision of the Board of Directors with previous and new forms of
amendments to Articles of Association:
Amendment of Articles of Association is regulated under agenda item 38 of the General Assembly
Meeting agenda.
With the decision of the Board of Directors of our Company, numbered 1186 and dated February 24,
2015 and in order to ensure compliance with Turkish Commercial Code and Capital Markets Board
Legislations, with the requisite of necessary permissions by the Capital Markets Board and the
Ministry of Customs and Trade; it has been decided with the unanimous votes of attending members,
to amend articles 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 24, 25 and 26 of the
Company’s Articles of Association; and to amend article 6 entitled “Capital” of our Company’s
Articles of Association in order to ensure compliance with provisions stipulated by Capital Markets
Board Serial II No: 18.1, Communiqué about Principles Regarding Registered Capital System,
preserving the Company Registered Capital as it is, to determine a new 5 years’ term, by obtaining
authorization from the General Assembly, and to authorize the Management to execute necessary
transactions in this respect (Annex: 1).
The articles of association amendments are currently under Capital Markets Board’s review and
examination process. Following the receipt of Capital Markets Board’s affirmative opinion, an
application to the Ministry of Customs and Trade will be made for obtaining its permit in relation to
those amendments and the articles of association amendments for which affirmative opinion and
permit are obtained will be presented to the approval of the shareholders.
Annex: 1
Annex: 2
Annex: 3
Annex: 4
Annex: 5
Annex: 6
Annex: 7
Amendment to Articles of Association,
Dividend Distribution Policy
Financial Reports, Board of Directors’ Annual Reports and Independent Audit Reports
for the years 2010, 2011, 2012, 2013 and 2014 can be followed from the below link:
http://www.turkcell.com.tr/site/tr/turkcellhakkinda/yatirimciiliskileri/Sayfalar/finansal
veoperasyonelveriler/finansalraporlar.aspx
Decision of the Board of Directors regarding the Proposal on the Limitation of
Company Donations for the years 2013, 2014 and 2015,
Decision of the Board of Directors regarding Election of the Independent Auditor for
the years 2012 and 2014.
Internal Guidelines on Working Principles and Procedures of General Assembly.
Remuneration Policy
4
ANNEX 1: AMENDMENT TO ARTICLES OF
ASSOCIATION
5
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
ARTICLES OF ASSOCIATION AMENDMENT PROPOSAL
CURRENT VERSION
1)
ARTICLE 3 - PURPOSE AND SUBJECTMATTER
The Company is incorporated primarily for the
provision of any telephone, telecommunication and
similar services in compliance with the Telegraph
and Telephone Law number 406 and services stated
in the GSM Pan Europe Mobile Telephone System
bid that was signed with the Ministry of
Transportation and to operate within the
authorization regarding the IMT-2000/UMTS
services and the infrastructure.
In order to achieve the above-mentioned subject
matter, the Company may:
1)
enter into service, proxy, agency,
commission agreements, undertakings and
any other agreements within the purpose and
the subject-matter of the Company and
within this scope obtain short, middle and
long term credits and loans or issue, accept
and endorse bonds, extend credits to the
companies in Turkey and abroad, in which it
has direct or indirect shareholding interest,
to its main company and group companies,
in Turkish Lira or other foreign currencies,
on condition that such extensions do not
contradict with laws and regulations.
2) cooperate, establish new partnerships or
companies or enterprises with existing or
future local or foreign individuals or legal
entities; completely or partially acquire local
or foreign companies or enterprises,
participate in share capitals of such
companies or
enterprises, establish
representative offices in Turkey and abroad,
participate in foundations constituted for
various purposes, reserve part of the profit for
or be authorized to pay dividends and make
AMENDED VERSION
ARTICLE 3 - SCOPE OF BUSINESS
The Company is incorporated to primarily provide
the sercices authorized within the context of
concession agreements signed with the Information
and Communications Technologies with regard to
Grant a License of Establishing and Operating
GSM Pan Europe Mobile Telephone System and
Establishing, Operating and Providing IMT2000/UMTS Infrastructures and Services and any
other services authorized pursuant to relevant
legislation and regulatory decrees.
In order to achieve the above-mentioned scope of
business, the Company may:
1) enter into service, proxy, agency, commission
agreements, undertakings and any other
agreements within the purpose and the
subject-matter of the Company and within this
scope obtain short, middle and long term
credits and loans or issue, accept and endorse
bonds, extend credits to the companies in
Turkey and abroad, in which it has direct or
indirect shareholding interest, to its main
company and group companies, in Turkish
Lira or other foreign currencies, on condition
that such extensions do not contradict with
laws and regulations;
2) cooperate, establish new partnerships or
companies or enterprises with existing or
future local or foreign individuals or legal
entities; completely or partially acquire local
or foreign companies or enterprises,
participate in share capitals of such companies
or enterprises, establish representative offices
in Turkey and abroad, participate in
foundations constituted for various purposes,
establish foundations, reserve assets to these
foundations, reserve part of the profit for or be
6
donations to this kind of real or legal person
and in the event a donation is made or part of
the profits is reserved for foundations or this
kind of real or legal entity, the rules provided
by the Capital Markets Board will be
complied with and the notifications required
by the Capital Markets Board will be made,
authorized to pay dividends and make all kind
of donations and aids to this kind of real or
legal person without vitiating its purpose and
subject matter and provided that, those are not
contrary to income shifting regulations of
Capital Market Acts and other related
legislation, necessary material disclosures are
made and donations made within a year are
submitted to the shareholder’s information at
3) issue, acquire, sell, create security over or to
general assembly.
perform any other legal actions of all kind of 3) issue, acquire, sell, create security over or to
securities, commercial papers, profit sharing
perform any other legal actions of all kind of
instruments, bond and convertible bonds via
securities, commercial papers, profit sharing
board resolutions under the conditions
instruments, bond and convertible bonds via
authorized by the relevant legislation
board resolutions under the conditions
provided that such actions are not qualified as
authorized by the relevant legislation provided
brokerage
activities
and
portfolio
that such actions are not qualified as
management;
investment services and activities.
4) enter into licence, concession, trademark, 4) enter into licence, concession, trademark,
know-how,
technical
information
and
know-how,
technical
information
and
assistance and any other intellectual property
assistance and any other intellectual property
right agreements and acquire and give a
right agreements and acquire and give a
license to such rights and register them;
license to such rights and register them;
5) acquire, lease, rent and sell of all types of 5) acquire, lease, rent and sell of all types of
movable and immovable property; construct
movable and immovable property; construct
plant or any other buildings; enter into
plant or any other buildings; enter into
financial leasing agreements; acquire any of
financial leasing agreements; acquire any of
the personal or property rights regarding
the personal or property rights regarding
movable and immovable property, including
movable and immovable property, including
but not limited to, promise to sell, pledges,
but not limited to, promise to sell, pledges,
mortgages and commercial business pledges;
mortgages and commercial business pledges;
register them in title deeds; accept mortgage
register them in title deeds; accept mortgage
from third parties; discharge pledges and
from third parties; discharge pledges and
mortgages created in favour of the Company;
mortgages created in favour of the Company;
create security over movable and immovable
create security over movable and immovable
properties owned by the Company, including
properties owned by the Company, including
creation of mortgage, pledge and commercial
creation of mortgage, pledge and commercial
enterprises pledge, on its own or in favour of
enterprises pledge, on its own or in favour of
the companies which are fully consolidated in
the companies which are fully consolidated in
financial statements of the Company or in
financial statements of the Company or in
favour of the third parties’ on condition that
favour of the third parties’ on condition that
the context of the
ordinary business
the context of the ordinary business
operations of the Company directly requires,
operations of the Company directly requires,
as necessitated by the purpose and subject
as necessitated by the scope of business of the
7
matter of the Company, provided that the
Company, provided that the Company shall
Company shall comply with the principles
comply with the principles regulated in
regulated in accordance with the capital
accordance with the capital markets
markets legislation regarding the transactions
legislation regarding the transactions of
of providing guarantees or pledges including
providing guarantees or pledges including
mortgages to third parties and disclosures
mortgages to third parties and disclosures
necessary in accordance with the Capital
necessary in accordance with the Capital
Market Board within the scope of special
Market Board within the scope of special
circumstances, be made in order to inform
circumstances, be made in order to inform
investors in transactions to be performed in
investors in transactions to be performed in
favour of third parties.
favour of third parties;
6) enter into other enterprises, relevant 6) enter into other enterprises, relevant
transactions and agreements necessitated by
transactions and agreements necessitated by
the purpose and the subject matter of the
the scope of business of the Company;
Company;
7) register SIM card trademark and symbol; sell,
7) register SIM card trademark and symbol; sell,
lease, re-purchase, re-sell the same; agree
lease, re-purchase, re-sell the same; agree
with dealers abroad or in the country for the
with dealers abroad or in the country for the
sale of such cards; export same; import other
sale of such cards; export same; import other
SIM cards and perform all related actions.
SIM cards and perform all related actions;
In addition, if it is deemed appropriate and
beneficial for the Company to perform any
transactions other than those stated above, upon the
proposal of the Board of Directors, the matter shall
be submitted to the approval of the General
Assembly and may be performed pursuant to the
resolution of the General Assembly. In order for
such changes to be effective, the permissions of the
Foreign Investment Directorate, the Ministry of
Industry and Commerce and the Capital Market
Board shall be obtained, registered with the Trade
Registry and announced in the Trade Registry
Gazette as amendments to the Articles of
Association.
ARTICLE 4 – HEADQUARTER AND
BRANCHES
The Company shall be headquartered in Istanbul, at
the address of Turkcell Plaza, Meşrutiyet Caddesi,
No:153, Tepebaşı, Beyoğlu/İstanbul.
The new address, whenever changed, shall be
registered with the Trade Registry and published in
the Trade Registry Gazette and notified to the
The Company, by resolution of general assembly
may perform activities other than listed herein, by
fulfilling related legal requirements and in condition
that these activities are not in contradiction with
legislation, which are related to or to be deemed
expedient for its subject matter.
ARTICLE 4 – HEADQUARTER AND
BRANCHES
The Company shall be headquartered in Istanbul, at
the address of Turkcell Plaza, Meşrutiyet Caddesi,
34430, No: 71, Tepebaşı, Beyoğlu/İstanbul.
The new address, whenever changed, shall be
registered with the Trade Registry and published in
the Trade Registry Gazette and notified to the
8
Capital Market Board and the Ministry of Industry Capital Market Board and the Ministry of Customs
and Commerce.
and Commerce.
Any notification sent to the address registered and
published shall be deemed as received by the
Company. If the Company changes its address and
does not register the new one in due time, the
situation will be deemed as one of the termination
causes of the Company.
Any notification sent to the address registered and
published shall be deemed as received by the
Company. If the Company changes its address and
does not register the new one in due time, the
situation will be deemed as one of the termination
causes of the Company.
The Company may open branches and
representative offices in or outside Turkey provided
that the Ministry of Industry and Commerce,
Foreign Investment Directorate and the Capital
Market Board are informed thereof.
The Company may open branches and
representative offices in or outside Turkey provided
that the Ministry of Customs and Commerce,
Foreign Investment Directorate and the Capital
Market Board are informed thereof.
ARTICLE 6 – SHARE CAPITAL
ARTICLE 6 – SHARE CAPITAL
The registered capital of the Company is
2.200.000.000 (Two billion two hundred million)
New Turkish Liras, divided into registered shares of
2.200.000.000 (Two billion two hundred million),
having a value of 1.- (One) New Turkish Liras
each.
The company accepted the registered capital
system according to the former Capital Market
Code No.2499 and carried the said system into
practice by Capital Market Board’s permit dated
13.04.2000 and numbered 40/572.
The Company’s issued share capital, is
1,474,639,361 (One billion four hundred seventy
four million six hundred and thirty nine thousand
three hundred and sixty one) New Turkish Liras and
fully paid in compliance with the Incentive and
Investment Allowance Certificate of Foreign
Capital General Directorate of the Undersecretariat
of Treasury of the Prime Ministry of the Republic
of Turkey dated 23 August 1993 and numbered
1746 and its special conditions dated 19.12.1994
and Incentive and Investment Allowance Certificate
dated 6 November 1997 and 2741 numbered and its
special conditions dated 16.07.1999, 16.12.1999
and 30.11.2000 and Incentive and Investment
Allowance Certificate dated 26 February 2001 and
3704 numbered and is divided into 1,474,639,361
(One billion four hundred and seventy four million
The ceiling of registered capital of the Company is
2.200.000.000 (Two billion two hundred million)
TL and divided into registered share of
2.200.000.000 (Two billion two hundred million)
having a value of 1,00 (One) Turkish Lira each. The
Company’s issued share capital is 2.200.000.000
(Two billion two hundred million) TL and fully
paid and is divided into registered share of
2.200.000.000 (Two billion and two hundred
million Turkish Lira) shares having a value of 1,00
(One) TL each.
The authorization of the ceiling of registered capital
given by the Capital Market Board, shall be
effective for the years between 2015-2019 (5 years).
Even though the ceiling of the registered capital is
not reached, after the year 2019, it is mandatory for
the Board of Directors, to obtain permit of the
General Assembly in order to pass a resolution to
increase the capital by way of also having
9
six hundred and thirty nine thousand three hundred authorization of Capital Market Boards for the
ceiling previously authorized or for a new ceiling
and sixty one) shares
amount which is not more than five years. In case
the abovementioned authorization is not taken,
capital increase shall not be made with a Board of
Members Resolution.
The Board of Directors, between the years 20152019, in accordance with the provisions of Capital
Market Act, when necessary, is authorized to
increase the issued share capital by issuing
registered shares up to the authorized share capital;
and authorized to resolve on the matters which are
relating to limiting the right of obtaining new shares
of the shareholders’ and issuing of premium shares.
Shares representing the issued share capital are
tracked in connection with the dematerialization
principles.
ARTICLE 7 - SHARE TRANSFER
ARTICLE 7 - SHARE TRANSFER
Transfer of Shares is subject to the provisions of the
Turkish Commercial Code, Capital Market
Legislation and the Regulations on Value Added
Telecommunications Services.
Transfer of Shares is subject to the provisions of the
Turkish Commercial Code, Capital Market
Legislation and By law on the Authorization on the
Electronic Communication Sector and concession
agreements with regard to Grant a License of
Establishing and Operating GSM Pan Europe
Mobile Telephone System and concession
agreement of Establishing Operating and Providing
IMT-2000/UMTS Infrastructures and Services.
The Board of Directors may restrict the share
transfers to the foreigners in order to comply with
the restrictions concerning the shareholders
determined under the Regulations on Value Added
Telecommunications
Services
and/or
other
legislation, of which the Company is subject to.
The Board of Directors may restrict the share
transfers to the foreigners in order to comply with
the restrictions concerning By law on the
authorization on the Electronic Communication
Sector and concession agreement with regard to
Grant a License of Establishing and Operating
GSM Pan Europe Mobile Telephone System and
concession agreement of the Establishing Operating
an Providing IMT-2000/UMTS Infrastructure and
Services and the restrictions concerning the
shareholders determined under and/or other
legislation, of which the Company is subject to.
Article 137.3 of the Capital Markets Law is
10
reserved.
ARTICLE 8 – CAPITAL INCREASE AND
ARTICLE 8 – CAPITAL INCREASE AND SHARE CERTIFICATES
SHARE CERTIFICATES
This Article was removed from the text.
The Board of Directors of the Company is
authorised to increase the issued share capital by
issuing new shares up to the authorised share
capital, to resolve to restrict the pre-emption rights
of the shareholders and to take resolutions
regarding the issuance of premium shares whenever
it is deemed necessary, in compliance with the
Capital Market Law.
During capital increases shares remaining pursuant
to the exercise of pre-emptive rights and in the
event pre-emptive rights are restricted, all of the
newly issued shares shall be offered to the public at
their market value but not less than their nominal
value.
New shares may not be issued until all the issued
shares are fully sold and paid. The issued share
capital has to be indicated on all documents bearing
the trade name of the Company.
The Board of the Directors of the Company may
issue share certificates in different denominations
representing more than one share in compliance
with the relevant regulations of the Capital Market
Board.
ARTICLE 9 - BOARD OF DIRECTORS
ARTICLE 9 - BOARD OF DIRECTORS
The Company is managed and represented by the
Board. The Board is fully authorised to carry out
the affairs of the Company and management of
Company assets and the activities relating to the
Company purpose and subject matter other than
those that have to be solely carried out by the
General Assembly.
The Company is managed and represented by the
Board. The Board is fully authorized for all matters
relating to the Company’s business and to carry out
the affairs of the Company and management of
Company assets and the activities relating to the
Company’s scope of business other than those
fallen within the competence of the General
Assembly.
The Board shall be comprised of 7 (seven) members
The Board is comprised of 7 (seven) members to be elected by the General Assembly.
elected by the General Assembly.
The relevant legislation shall be applicable to
relations of the committees with the board of
11
directors and to the formation, rules of procedures
of the committees which The Board is responsible
to establish within the context of Capital Markets
Law, Turkish Commercial Code and relevant
legislation.
In case the Board of Directors is informed that a
member of the Board of Directors no longer has any
relation with and is no longer a representative of the
legal entity it represents or that a legal entity having
a representative on the Board of Directors has
transferred its shares to a third party, such member
of the Board of Directors and representative of the
such legal entity shall be considered as having
resigned from its membership on the Board of
Directors and the Board shall temporarily appoint
another member until the next General Assembly.
ARTICLE 10 – DUTY PERIOD
ARTICLE 10 – DUTY PERIOD
The members of the Board of Directors may be
elected for a period of maximum three years.
The members of the Board of Directors may be
elected for a period of maximum three years.
The members of the Board of Directors whose duty
period ends may be re-elected.
The members of the Board of Directors whose duty
period ends may be re-elected.
If one of the memberships is left during the duty
period, new members may be elected to replace
these in accordance with the related provisions of
the Turkish Commercial Code and Article 11 of this
Article Of Association
If one of the memberships becomes vacant or an
independent board member ceases to be
independent, an appointment shall be made in
accordance with provisions of Turkish Commercial
Code and Capital Markets Board regulations and
submitted to approval of the first general assembly.
ARTICLE 11 – MEETINGS OF THE BOARD ARTICLE 11 – MEETINGS OF THE BOARD
OF DIRECTORS
OF DIRECTORS
1) Meetings of the Board of Directors:
1) Meetings of the Board of Directors:
The Board of Directors shall meet whenever
The Board of Directors shall meet whenever necessitated by the affairs of the Company.
necessitated by the affairs of the Company. Meetings of the Board of Directors shall be held at
12
Meetings of the Board of Directors shall be held at the headquarters of the Company or at any place
the headquarters of the Company or at any place agreed upon.
agreed upon.
Pursuant to article 1527 of the Turkish Commercial
Code, members who have a right to attend the
Board meetings, may attend such meeting by
electronical means. Pursuant to the Comminiqué on
Electronic Meetings Held in Companies Other Than
General Meetings of the Joint Stock Companies, the
Company may either set up the Electronical
Meeting System, which enables right holders to
attend such meetings and equally vote on the
agenda items; or purchase related services from the
systems providers, that are specifically found for
such purposes. During these meetings, right holders
shall be provided to enjoy their rights electronically,
as
stipulated
under
the
aforementioned
Communiqué, either be over a set up system or a
purchased system which are both established
subject to this provision of the articles of
association of the Company.
2) Meeting and Decision Making Quorum:
2) Meeting and Decision Making Quorum:
Quorum for Board meetings shall consist of a
minimum 5 directors. Ordinary actions of the Board
shall be taken by affirmative votes of 4 of the
directors upon the presence of 5 directors and
affirmative votes of 5 directors upon the presence of
more than 5 directors.
Quorum for Board meetings shall consist of a
minimum 5 directors. Ordinary actions of the Board
shall be taken by affirmative votes of 4 of the
directors upon the presence of 5 directors and
affirmative votes of 5 directors upon the presence of
more than 5 directors.
12
–
BINDING
AND
ARTICLE
12
–
BINDING
AND ARTICLE
REPRESENTATION OF THE COMPANY
REPRESENTATION OF THE COMPANY
All documents, bonds, powers of attorney, written
undertakings,
contracts,
offers,
demands,
acceptances, announcements and all other
documents related with the Company, will be valid
and binding the Company, if signed by person or
persons so authorized by the Board of Directors on
condition that they sign under the Company name,
The authority to represent and bind the Company is
vested with the Board of Directors. All documents,
bonds, powers of attorney, written undertakings,
contracts,
offers,
demands,
acceptances,
announcements and all other documents related
with the Company, will be valid and binding the
Company, if signed by person or persons so
authorized by the Board of Directors on condition
13
in circumstances registered and published as
allowing such signature. The Board of Directors
will determine the conditions on which the
person(s) authorized to bind the company will sign.
that they sign under the Company name, in
circumstances registered and published as allowing
such signature. The Board of Directors will
determine the conditions on which the person(s)
authorized to bind the company will sign.
ARTICLE 13 – SHARING DUTIES AND ARTICLE 13 – SHARING DUTIES AND
ASSIGNING DIRECTORS
ASSIGNING DIRECTORS
The Board of Directors may assign all of its
authorities
related
to
management
and
representation or the parts pertaining to the
execution phase of the company business or the
parts it finds necessary to delegate members of the
Board of Directors or to General Directors or
Directors or other officers for whom it is not
necessary to have a share and the Board of
Directors may give them authority to sign.
Minimum one member of the Board of Directors
shall have the authority to represent the Company
even if the authority to manage and represent the
Company is left to the General Directors or
Directors or other officers who do not hold any
shares in the Company. The Board of Management
may give Third Persons special authority to
represent and bind the Company. The duty period
of other officers who have the authority to put the
signatures of the General Directors and Directors is
not limited with the election periods of the Board of
Directors members. The provisions of 11-2 article
of these Articles of Association are preserved.
The Board of Directors, in accordance with Article
367 of Turkish Commercial Code, is authorized, in
whole or in part to cede the management to one or
more Board members or a third person pursuant to
Internal Guidelines prepared by itself excluding
unassignable duties and authorities which are
defined under Article 375 of the Turkish
Commercial Code. In addition, the Board of
Directors may cede its authority to represent the
Company to one or more executive directors or to a
third person as a director.
The General Manager is the head of the executive
branch. He performs his duties in such capacity in
accordance with the instructions given by the Board
of Directors or General Assembly, and within the
scope and authority granted by the Board of
Directors or General Assembly. He reports to the
Board in respect of his executive act.
The Board of Directors shall always be free to
cancel such delegated authority of such members
and directors.
ARTICLE 14 - AUDITORS AND THEIR ARTICLE 14 - AUDITORS AND THEIR
DUTIES
DUTIES
The General Assembly shall elect 2 auditors from This article was removed from the text.
among either the shareholders or third parties.
The auditors shall be elected for a period of
maximum three years. The auditors may be reelected.
14
The auditors are responsible for fulfilling the tasks
stated in Articles 353 to 357 of the Turkish
Commercial Code.
ARTICLE 15 – DIRECTORS AND AUDITORS ARTICLE 15 – BOARD OF DIRECTORS’
FEE
FEES
The General Assembly determines the fee to be The General Assembly determines the fee to be
paid to the members of the Board of Management paid to the members of the Board of Directors’.
and to the Auditors.
ARTICLE 16 – INDEPENDENT AUDITOR
ARTICLE 16 – AUDIT
In addition to the auditors, the Board of Directors Relevant provisions of Turkish Commercial Code
shall elect one of the international auditing firms and Capital Market Legislation shall be applicable
incorporated in Turkey and acceptable to the with regard to audit of the Company.
Capital Market Board as an Independent Auditor
for the yearly auditing of the Company’s
commercial book and records. The provisions of
Capital Market Board regarding the approval of
independent auditor and principals of independent
auditing shall be applied.
ARTICLE 17 – GENERAL ASSEMBLY
ARTICLE 17 – GENERAL ASSEMBLY
The below issues shall be applied for the General The below issues shall be applied for the General
Assembly:
Assembly:
1. Convening: The meeting of the General
Assembly shall convene either for ordinary or
extraordinary meetings. The convening for the
meetings shall be made in accordance with the
provisions of the Turkish Commercial Code and
Capital Market Law. The General Assembly may
convene without invitation in accordance with
Article 370 of the Turkish Commercial Code.
1. Convening: The meeting of the General
Assembly shall convene either for ordinary or
extraordinary meetings. In these meetings the
agenda items, prepared by the Board, shall be
discussed and resolved within the scope of relevant
provisions of the Turkish Commercial Code. The
extraordinary meetings of the General Assembly
shall convene and resolve as deemed necessary by
the Company’s business.
The convening for the meetings shall be made in
accordance with the provisions of the Turkish
Commercial Code and Capital Market Law.
The general assembly meeting procedures are
regulated
under
the
Internal
Guidelines.
Accordingly, general assembly meetings procedures
shall execute with the related provisions of the
15
Turkish Commercial
Guidelines.
Code and the
Internal
2. Attending the General Assembly meeting by
Electronical Means:
Right holders, who have a right to attend the
general assembly meetings, can attend such
meetings by electronic means pursuant to article
1527 of the Turkish Commercial Code.
Pursuant to the Comminiqué on Electronic Meetings
Held in Companies Other Than General Meetings
of the Joint Stock Companies, the Company shall
procure the right holders to attend, to deliver an
opinion and to vote by electronical means, either
setting up the electronic general assembly system;
or purchase related services from the system
providers that are specifically found for such
purposes. Pursuant to this provision of the articles
of association of the Company, right holders and
their representatives shall be procured to enjoy their
rights, as stipulated under the aforementioned
Communiqué.
2. Date: Ordinary meetings of General Assembly
shall convene once a year and within the three
months following the end of Company’s fiscal year,
the Extraordinary meetings of the General
Assembly shall convene whenever necessitated by
the affairs of the Company.
3. Voting Rights and Appointing Proxy: In
Ordinary or Extraordinary meetings of the General
Assembly, shareholders or their proxies shall have
one vote per share. In General Assembly meetings,
shareholders may have themselves represented
through a proxy who may be a shareholder or a
non-shareholder. Proxies who are also shareholders
of the Company are authorised to vote both for
themselves and on behalf of the shareholders being
represented by such proxies.
3. Date: Ordinary meetings of General Assembly
shall convene once a year and within the three
months following the end of Company’s fiscal year,
the Extraordinary meetings of the General
Assembly shall convene whenever necessitated by
the affairs of the Company.
4. Voting Rights and Appointing Proxy: Right
holders or their representatives attending the
General Assembly meeting shall enjoy their voting
rights pro rata to the sum of their nominal shares.
Each shareholder has one voting right. In General
Assembly meetings, shareholders may have
themselves represented through a proxy who may
be a shareholder or a non-shareholder. Proxies who
are also shareholders of the Company are
authorised to vote both for themselves and on
behalf of the shareholders being represented by
such proxies.
Regulations of the Capital Market Board relating to Regulations of the Capital Market Board relating to
proxy votes on behalf of the shareholders shall proxy votes on behalf of the shareholders shall
apply.
apply.
16
4. Voting Method: Votes are cast in General
Assembly meetings by the raising of hands.
However, votes shall be cast by secret ballot upon
the request of the shareholders representing one
tenth of the shares represented in a meeting. The
related provisions of the Capital Market Board shall
apply.
5. Voting Method: Votes are cast in General
Assembly meetings by the raising of hands.
However, votes shall be cast by secret ballot upon
the request of the shareholders representing one
tenth of the shares represented in a meeting. The
related provisions of the Capital Market Board shall
apply.
5. Presidency of the General Assembly: President of
the General Assembly meetings shall be the
chairman of the Board of Directors, in his absence,
the deputy chairman or in the absence of both, one
of the members of the Board of Directors. The
secretary of the General Assembly may be elected
from among the shareholders or non-shareholders.
6. Presiding Committee of the General Assembly:
President of the General Assembly meetings shall
be the Chairman of the Board of Directors, in his
absence, the Vice-Chairman, or in the absence of
both, President of the General Assembly shall be
elected from among the shareholders or nonshareholders.
6. Meetings and Decision Making Quorum: At
meetings of the General Assembly, the items
specified in Article 369 of the Turkish Commercial
Code shall be discussed and resolved. Save as
higher quorums are provided for in the Turkish
Commercial Code, meeting quorum at the General
Assembly requires the presence of at least 51% of
shareholders represented by themselves or proxies
and save as higher quorums are provided for in the
Turkish Commercial Code decision making quorum
requires the majority of the affirmative of
shareholders present at the meeting.
7. Meetings and Decision Making Quorum:
However, the decisions regarding the amendments
to the Articles of Association of the Company
excluding the increase in the ceiling of the
authorized share capital requires the presence of
shareholders holding the 2/3 of the share capital and
affirmative votes of 2/3 of the shareholders
represented in the meeting.
As an exception to the above-mentioned rule, and
save as higher quorums are provided for in the
Turkish Commercial Code and the Capital Markets
Law, the decisions regarding the amendments to the
Articles of Association of the Company excluding
the increase in the ceiling of the authorized share
capital requires the presence of shareholders
holding the 2/3 of the share capital and affirmative
votes of 2/3 of the shareholders represented in the
meeting.
7. Place of Meeting: General Assembly meetings
shall convene at the Company’s headquarters or
upon the decision Board of Directors at another
suitable place of the city where the headquarters of
the Company is located.
8. Place of Meeting: General Assembly meetings
shall convene at the Company’s headquarters or
upon the decision Board of Directors at another
suitable place of the city where the headquarters of
the Company is located.
Save as higher quorums are provided for in the
Turkish Commercial Code and the Capital Markets
Law, meeting quorum at the General Assembly
requires the presence of at least 51% of
shareholders represented by themselves or proxies
and save as higher quorums are provided for in the
Turkish Commercial Code and the Capital Markets
Law, decision-making quorum requires the majority
of the affirmative votes of shareholders present at
the meeting.
17
ARTICLE 18 – PRESENCE OF
COMMISSIONER AT THE MEETINGS
A ARTICLE 18 – PRESENCE OF A MINISTRY
REPRESENTATIVE AT THE MEETINGS
The presence of T.R. Ministry of Industry and
Commerce Commissioner is necessary at both
ordinary and extraordinary General Assembly
meetings. The commissioner has to sign the
meeting reports. General Assembly meeting
decisions taken in the absence of the commissioner
and reports which do not bear the commissioner’s
signature shall not be valid.
The presence of T.R. Ministry of Customs and
Commerce Representative is necessary at both
ordinary and extraordinary General Assembly
meetings. The ministry representative has to sign
the meeting reports. General Assembly meeting
decisions taken in the absence of the ministry
representative and reports which do not bear the
ministry representative’s signature shall not be
valid.
ARTICLE 19 - ANNOUNCEMENTS AND ARTICLE 19 - ANNOUNCEMENTS AND
ANNUAL REPORTS OF THE COMPANY
ANNUAL REPORTS
Announcements concerning the Company shall be
made in the newspaper published at the city where
the Headquarters of the Company are located at
least 15 days in advance provided that the
provisions of Article 37/4 of the Turkish
Commercial Code are reserved. If there is no
newspaper published at the place where the
Headquarters are located, then the announcement
shall be made in the newspaper published at the
closest place to the Headquarters.
However, announcements regarding the invitation
of the General Assembly, in accordance with
Article 368 of the Turkish Commercial Code,
excluding the dates of announcement and invitation
shall be made two weeks in advance and the date of
the meeting shall be notified to the shareholders via
registered mail.
Announcements with regard to the Company shall
be made in accordance with provisions of Turkish
Commercial Code, Capital Markets Board
regulations and relevant legislation.
The announcement period requirements, with
regard to announcements of the General
Assemblies, provided by the applicable Turkish
Commercial Code, Capital Market legislations and
the Capital Markets Board’s Corporate Governance
Rules shall be complied with. The announcement of
the General Assembly meeting shall be notified to
the shareholders minimum three weeks before the
date of General Assembly meeting, in addition to
the means provided in the legislation, via any
means of communication including electronic
communication that ensure attendance of maximum
number of shareholders.
The Board of Directors’ activity report and
Provisions of Articles 397 and 438 of the Turkish independent audit report with annual balance sheets
Commercial Code shall be applicable to the and profit-loss statements, and copies of each
announcements regarding the share capital decrease minutes of the general assembly meetings and list
and liquidation of the Company.
of attendees; shall be provided at least within one
month, prior to the date of the general assembly
meeting, with the Ministry of Customs and
Commerce or the attending ministry representative,
in the event that whose attendance is a must.
18
Any other announcement and information
responsibilities pursuant to the Capital Market
legislation and the Turkish Commercial Code are
reserved.
Financial tables and reports required by the Capital
Market Board and independent audit report, shall be
disclosed to the public according to rules and
procedures set forth by Turkish Commercial Code
and Capital Markets Board.
Financial tables and reports and also independent
audit reports required by the Capital Market Board
shall be disclosed to the public and delivered to the
Capital Market Board in accordance with the
provisions and principles of the Board of Directors.
ARTICLE 21 - DETERMINATION
DISTRIBUTION OF THE PROFIT
AND ARTICLE 21 - DETERMINATION
DISTRIBUTION OF THE PROFIT
If any, the net profit drawn up in the annual budget
after the deduction of all expenses and depreciation
sums, reserves and taxes needed to be paid by or
charged to the Company, from the revenues of the
Company as determined by the end of the
accounting term and after the deduction of the
previous year’s loss, shall be distributed in
accordance with the Capital Market Law and
communiqués of the Capital Market Board as
follows:
a)
5% statutory reserve fund shall be set aside
as the first statutory reserve fund.
AND
If any, the net profit drawn up in the annual budget
after the deduction of all expenses and depreciation
sums, reserves and taxes needed to be paid by or
charged to the Company, from the revenues of the
Company as determined by the end of the
accounting term and after the deduction of the
previous year’s loss, shall be distributed
respectively as follows:
General Statutory Reserve Fund:
a)
5% shall be set aside as the statutory reserve
fund.
First Dividend:
b)
Profit share shall be set aside from the
remaining amount calculated by adding the
amount of donation if made within a year,
over the ratio set by General assembly in
line with the dividend distribution policy of
the Company according to Turkish
Commercial Code and Capital Markets
legislation.
b)
The first dividend shall be set aside from the
remaining amount in the ratio determined by
the Capital Market Board.
c)
Following deduction of the above amounts
Amount of the net profit remaining after the c)
the General Assembly has the right to
deduction of the amounts stated in (a) and
distribute dividend to the Board of Director
(b) may be distributed partially or fully as
members, workers of the company,
second dividend or set aside as extraordinary
foundations and real and legal persons apart
statutory reserve fund as per the General
from the shareholders.
Assembly
resolutions.
The
General
Assembly may set aside an amount as profit Second Dividend:
share for the members of the Board of
Directors, officers, employees and workers d) The General Assembly is entitled to distribute,
19
and foundations constituted for various
purposes and this kind of real or legal
persons.
partially or fully, the amount of the net
profit remaining after the deduction of the
amounts stated in (a), (b) and (c) or to set
aside this amount as a reserve fund
voluntarily set aside according to Article
521 of Turkish Commercial Code.
e)
10/100 of the amount, which were
calculated by the deduction of profit share in
the amount of %5 of the capital from the
portion which were decided to be distributed
to shareholders and other persons who
participate the profit, shall be added to
general statutory reserve fund according to
2nd paragraph of Article 519 of Turkish
Commercial Code.
d)
It may not be resolved that any other reserve
funds be set aside or left for the following
year unless reserve funds and first dividend
stated in the Articles of Association for the
shareholders are set aside in compliance
with the legislation and it may not be
resolved that the profit be distributed to the
members of the Board of Directors, officers
and employees and foundations constituted
for various purposes and this kind of real or
legal persons unless first dividend is
distributed.
e)
The dividend can be distributed to all the
shares that exist as of the accounting period, Dividend shall be distributed equally to the all
irregardless of their issue or enforcement current shares as of the date of distribution
dates.
regardless their issuance and acquisition dates.
Unless statutory legal reserves and dividend portion
which is determined to be distributed to the
shareholders by the articles of association or
dividend distribution policy of the company are set
aside the Company shall not decide to reserve any
other funds, to carry out profit to the next year, to
distribute dividend for the members of the Board of
Directors, workers of the company, foundations and
real or legal persons apart from shareholders and
unless the dividend determined to be distributed to
the shareholders is paid in cash, any portion of the
dividend cannot be distributed to these persons.
Article 466/2(3) of the Turkish Commercial Code is Procedure and date of dividend distribution shall be
reserved.
decided by General Assembly upon Board of
Directors’ proposal.
Resolution of General Assembly regarding profit
share distribution resolved pursuant to this Article
of Association may not be revoked.
Company can decide to distribute advance dividend
in accordance with the conditions established by the
Capital Market legislation and other related
legislation.
20
ARTICLE 24 - LEGAL PROVISIONS
ARTICLE 24 - LEGAL PROVISIONS
The provisions of the Turkish Commercial Code, This Article was removed from the text.
the Capital Market Law and related legislations
shall be applicable to matters not covered by the
Articles of Association.
ARTICLE 25
SECURITIES
-
BONDS
AND
OTHER ARTICLE 25
SECURITIES
The Company may issue bonds and any other debt
securities bearing the features of capital market
securities which the Board of Directors may be
authorized to issue, in order to sell them to
individuals or legal entities, in Turkey or abroad in
accordance with the Turkish Commercial Code, the
Capital Market Law and any other related
legislation via resolutions of Board of Directors.
-
BONDS
AND
OTHER
The Company may issue other capital market
instruments by way of a Board of Directors’
resolution, in accordance with the provisions of the
Turkish Commercial Code, Capital Markets
legislations.
The Company may also issue convertible bonds as
per resolutions of Board of Directors in compliance
with the regulations of the Capital Market Board.
ARTICLE 26 - COMPLIANCE WITH
CORPORATE GOVERNANCE RULES
Compliance with the Capital Markets Board’s
mandatory Corporate Governance Rules shall be
ensured. Transactions and Board decisions in
violation of the mandatory Corporate Governance
Rules shall be deemed to be in violation of the
articles of association, and invalid.
With regard to the transactions deemed material
within the context of implementation of Corporate
Governance Rules, and related party transactions of
the company as well as for the transactions with
respect to giving guarantee, pledge and mortgage in
favour of the third parties, Corporate Governance
regulations of Capital Markets Board shall be
complied.
The number and qualifications of independent board
members who will be appointed to The Board shall
be determined in accordance with the regulations in
the Corporate Governance Rules of Capital Markets
Board.
21
ANNEX 2: DIVIDEND DISTRIBUTION POLICY
22
Dividend Policy of Turkcell İletişim Hizmetleri A.Ş.
The Company shall target a dividend payout of at least 50% of its distributable net income as
cash. This policy will be subject to the Company’s cash projections, business outlook,
investment plans and capital market conditions. The actual dividend decision will be made for
each fiscal year separately with the approval of the General Assembly of Shareholders.
Dividend distribution shall be started on a date to be determined by the General Assembly of
Shareholders which shall not be later than the end of the respectful year in which the General
Assembly convenes. The Company, in accordance with laws and regulations, may consider
distributing advance dividends or making the dividend payment in equal or unequal
installments.
Additionally, in order to create added value for its shareholders, the Company may also
consider share repurchase programs depending on the conditions set forth above and
applicable regulation.
23
ANNEX 4: DECISION OF THE BOARD OF
DIRECTORS REGARDING THE PROPOSAL ON
THE LIMITATION OF COMPANY DONATIONS
FOR THE YEARS 2013, 2014 AND 2015
24
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
THE RESOLUTION OF THE BOARD OF DIRECTORS
Number of Resolution
: 1035
Date of Resolution
: 16 April 2013
Members of the Board of Directors : COLIN J. WILLIAMS
AHMET AKÇA
KARIN BIRGITTA ELIASSON
AHMET HİLMİ GÜLER
ALEXEY EVGENIEVICH KHUDYAKOV
ATİLLA KOÇ
G. NAZLI KARAMEHMET WILLIAMS
M. SÜREYYA CİLİV (President and CEO)
The Board of Directors of the Company resolved the following on 16 April 2013 and the following
was resolved with the unanimous votes of the members attending the meeting;
Within the context of Capital Markets Board regulations and the Articles of Association of
Our Company; it has been resolved that;
a) by means of determining the upper limit for the total amount of donations to be made
by Our Company within the year as, up to %0,2 of our Company’s revenue included
in the annual consolidated financial tables relating previous fiscal year announced to
the public pursuant to Capital Markets Board regulations, this abovementioned upper
limit and
b) Be limited to the year 2013, since no limit regarding the donations has been
determined by the General Assembly, donation amount which has been realized from
the beginning of the year 2013 to date of General Assembly shall be submitted to
shareholders’ approval at the first General Assembly of Our Company.
25
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
THE RESOLUTION OF THE BOARD OF DIRECTORS
Number of Resolution
: 1115
Date of Resolution
: 26 March 2014
Members of the Board of Directors : AHMET AKÇA
ERIK JEAN CHRISTIAN ANTOINE BELFRAGE
MEHMET BOSTAN
MEHMET HİLMİ GÜLER
ATİLLA KOÇ
BEKİR PAKDEMİRLİ
JAN ERIK RUDBERG
M. SÜREYYA CİLİV (President and CEO)
The Board of Directors of the Company resolved the following on 26 March 2013 and the following
was resolved with the unanimous votes of the members attending the meeting;
Within the context of Capital Markets Board regulations and the Articles of Association of
Our Company; it has been resolved that; by means of determining the upper limit for the total
amount of donations to be made by Our Company within the year 2014 as up to %0,2 of our
Company’s revenue included in the annual consolidated financial tables relating previous
fiscal year announced to the public pursuant to Capital Markets Board regulations, this
abovementioned upper limit shall be submitted to the shareholders’ approval at the first
General Assembly of Our Company.
26
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
THE RESOLUTION OF THE BOARD OF DIRECTORS
Number of Resolution
: 1193
Date of Resolution
: 24 February 2015
Members of the Board of Directors : AHMET AKÇA
ERIK JEAN CHRISTIAN ANTOINE BELFRAGE
MEHMET BOSTAN
MEHMET HİLMİ GÜLER
ATİLLA KOÇ
BEKİR PAKDEMİRLİ
JAN ERIK RUDBERG
İLKER KURUÖZ (Acting CEO)
The Board of Directors of the Company resolved the following on 24 February 2015 and the following
was resolved with the unanimous votes of the members attending the meeting;
Within the context of Capital Markets Board regulations and the Articles of Association of
Our Company; it has been resolved that; by means of determining the upper limit for the total
amount of donations to be made by Our Company within the year 2015 as up to % 0,2 of our
Company’s revenue included in the annual consolidated financial tables relating previous
fiscal year announced to the public pursuant to Capital Markets Board regulations, this
abovementioned upper limit shall be submitted to the shareholders’ approval at the first
General Assembly of Our Company.
27
ANNEX 5: DECISION OF THE BOARD OF
DIRECTORS REGARDING ELECTION OF THE
INDEPENDENT AUDITOR FOR THE YEARS
2012 AND 2014
28
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
THE RESOLUTION OF THE BOARD OF DIRECTORS
Number of Resolution
: 914
Date of Resolution
: 2 April 2012
Members of the Board of Directors: COLIN J. WILLIAMS
G.NAZLI KARAMEHMET WILLIAMS
TERO ERKKI KIVISAARI
MEHMET BÜLENT ERGİN
OLEG ADOLFOVİC MALIS
KARIN BIRGITTA ELIASSON
ALEXEY EVGENIEVICH KHUDYAKOV
M. SÜREYYA CİLİV (President and CEO)
The Board of Directors of the Company convened on April 2, 2012 and the following was
resolved with the unanimous votes of members attending the meeting;
In accordance with the Capital Markets Board’s regulations and regarding the audit of our
Company’s 2012 consolidated financial statements, it has been decided to retain the
appointment of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., the
audit firm which has rendered the audit for years 2010 and 2011, for a period of one more
year upon the Audit Committee’s recommendations; and this shall be submitted to the
approval of our shareholders during the first Ordinary General Assembly Meeting of our
Company.
29
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
THE RESOLUTION OF THE BOARD OF DIRECTORS
Number of Resolution
: 1116
Date of Resolution
: 26 March 2014
Members of the Board of Directors: AHMET AKÇA
ERIK JEAN CHRISTIAN ANTOINE BELFRAGE
MEHMET BOSTAN
MEHMET HİLMİ GÜLER
ATİLLA KOÇ
BEKİR PAKDEMİRLİ
JAN ERIK RUDBERG
M. SÜREYYA CİLİV (President and CEO)
The Board of Directors of the Company convened on 26 March 2014 and the following was
resolved with unanimous votes of the members attending the meeting;
It has now been resolved to appoint DRT Bağımsız Denetim ve Serbest Muhasebeci Mali
Müşavirlik A.Ş. as the independent external audit firm to audit our Company’s accounts and
operations regarding the year 2014 pursuant to the Capital Market’s Law and its related
regulations and the Turkish Commercial Code and its related regulations; and this shall be
submitted to the approval of our shareholders during the first Annual General Assembly
Meeting of our Company.
30
ANNEX: 6 INTERNAL GUIDELINES ON WORKING
PRINCIPLES AND PROCEDURES OF GENERAL
ASSEMBLY
31
TURKCELL İLETİŞİM HİZMETLERİ ANONİM ŞİRKETİ
Guideline on General Assembly Rules of Procedures
SECTION ONE
Purpose, Scope, Basis and Definitions
Purpose and scope
ARTICLE 1 - (1) The purpose of this Guideline is to determine the working principles
and procedures of the general assembly of Turkcell İletişim Hizmetleri Anonim Şirketi
within the framework of the provisions of the Code, the relevant legislation and the articles of
association. This Guideline applies to all of the ordinary and extraordinary general assembly
meetings of Turkcell İletişim Hizmetleri Anonim Şirketi.
Legal Ground
ARTICLE 2- (1) This Guideline has been drawn up by the board of directors in accordance
with the provisions of the Regulations on Procedures and Principles of General Assembly Meetings of
the Joint Stock Companies and the Representatives of Ministry of Customs and Trade to be Present in
these Meetings.
Definitions
ARTICLE 3- (1) For the purposes of this Guideline;
a) Session means the one-day meeting of the general assembly,
b) Code means Turkish Commercial Code no.6102 dated 13.01.2011,
c) Sitting means each portion of each session interrupted due to resting, lunch break and similar
reasons,
d) Meeting means ordinary and extraordinary general assembly meetings,
e) Presidency Board means the council consisting of the chairman elected by the general
assembly in order to chair the meeting pursuant to the first paragraph of the article 419 of the Code,
the vice-chairman elected by the general assembly when necessary, the secretary determined by the
chairman and the vote collector elected if deemed as necessary by the chairman.
SECTION TWO
Working Procedures and Principles of General Assembly
Applicable provisions
ARTICLE 4 – (1) The meeting is held in accordance with the provisions regarding the general
assembly meetings of the Code, the relevant legislation and the articles of association.
The place of meeting and related arrangements
ARTICLE 5 – (1) The shareholders registered in attendance list drawn up by the board of
directors or their representatives, the members of the board of directors, the auditor, if any, the
representative of the Ministry, if appointed and the persons to be selected for or charged in the meeting
chairmanship council are entitled to enter to the meeting place. The Chief Executive Officer (CEO),
the Chief Financial Officer (CFO), the assistants of the Chief Executive Officer (CXO) and the other
persons considered as appropriate by the Chairman due to their relevance with the items in the agenda
also attend to the meeting. If the Chairman considers the audio and video recording of the discussions
in the general assembly meeting as necessary, the persons who shall make such recordings as well as
the persons considered as appropriate by the Chairman in terms of agenda items in the meeting may
attend to the meeting.
(2) During the entry to the meeting place, the real person shareholders as well as their
representatives appointed from the electronic general assembly system established pursuant to the
article 1527 of the Code are obliged to present their identity cards, the proxies of the real person
shareholders are obliged to submit their identity cards together with their letters of proxy as well as the
representatives of the legal person shareholders are obliged to submit their authorization certificates
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and all of these persons must sign the blanks allocated for them in the attendance list accordingly.
Such checking procedures are conducted by the board of directors or one or more board members
delegated by the board of directors or person or persons charged by the board of directors.
(3) The tasks related with arrangement of the meeting place in a manner allowing attendance of
all shareholders as well as with making the stationery, documents, tools and devices to be needed
during the meeting available in the meeting place are fulfilled by the board of directors. If the
Chairman decides on audio or video recording in meeting, the technical arrangements related thereto
are conducted by the board of directors or the persons to be charged by the same.
Opening of meeting
ARTICLE 6 – (1) The meeting is opened in the head office of the company or in
another place of the city upon the decision of the board of directors on the date and at the
time announced previously by the chairman of the board of directors or by the vice president
of the board of directors in his/her absence or by any member of the board of directors in the
absence of both upon determination of the fact that the quorums stipulated in the article 17 of
the articles of association are present under a minutes save for the cases where higher
quorums are stipulated by the Code.
(2) According to the company’s articles of association, the meeting quorum in the
general assembly meetings is the attendance of shareholders representing fifty one percent
of the registered capital minimum personally or by proxy save for the cases where higher
quorums are stipulated by the Code. As an exception of this provision, the shareholders
representing 2/3 of the company’s capital are obliged to be present personally or by proxy in
the meetings where the amendments to the company’s articles of association other than
those related with increase in upper limit of registered capital are discussed.
Constitution of Presidency Board
ARTICLE 7- (1) According to the provisions of the article 17 of the articles of association
related with the General Assembly Presidency Board, first of all a chairman and if considered as
necessary, a vice-chairman who should not be a shareholder necessarily and who shall be responsible
for the management of the general assembly meeting are elected among the proposed candidates under
the management of the person who has opened the meeting in the absence of the president or the vicepresident of the assembly of directors pursuant to the provision of the article 6 of this Guideline.
(2) Minimum one secretary and if considered as necessary, vote collectors in sufficient number
are charged by the Chairman. In cases where the meeting is held by means of the electronic general
assembly system pursuant to the article 1527 of the Code, experts may be charged by the Chairman for
the purpose of performing the technical services related thereto during the meeting.
(3) The meeting chairmanship council is authorized to sign the meeting minutes as well as the
other documents constituting basis for these minutes.
(4) The Chairman acts in accordance with the provisions of the Code, the articles of association
and this Guideline when chairing the general assembly meeting,
Duties and authorities of the Presidency Board
ARTICLE 8 – (1) The meeting chairmanship council fulfills the following duties under the
supervision of the Chairman:
a) Reviewing whether the meeting is held at the address specified in the announcement and
whether the meeting place is in conformity with the provisions, if stipulated in the articles of
association.
b) Reviewing whether the general assembly is convoked for the meeting in the manner
stipulated in the articles of association by means of announcement published on websites of the
companies which are obliged to establish a website as well as in Turkish Trade Registry Gazette,
whether such convocation is made not later than three weeks prior to meeting date excluding
announcement and meeting days and whether the meeting date, the agenda of the meeting as well as
the newspapers in which the announcement related thereto has been or shall be published are notified
to the shareholders named in shareholders’ stock register who have notified their addresses to the
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company by submitting their share certificates or other documents evidencing their shareholding
through registered mail with return receipt and writing this circumstance to the meeting minutes.
c) Controlling whether the persons unauthorized to enter into the meeting place attend to the
meeting and whether the duties related with entry to the meeting place ruled in the second paragraph
of the article 5 of this Guideline are fulfilled by the board of directors.
d) Reviewing whether all of the shareholders or their proxies are present in cases where the
general assembly meeting is held without convocation pursuant to the article 416 of the Code, whether
there is any objection against holding the meeting in this manner and whether the quorum is
maintained until the end of the meeting.
e) Determining whether the articles of association containing amendments in case of any
amendment, the shareholders’ stock register, the annual report of the board of directors, the auditor’s
report, the financial statements, the agenda, if there is any amendment to the articles of association in
the agenda, the amendment draft drawn up by the board of directors, the permission letter obtained
from the Ministry of Customs and Trade related with the amendment to the articles of association and
the amendment draft attached thereto, the attendance list drawn up by the board of directors, if the
general assembly is convoked for the meeting upon adjournment, the minutes of adjournment
regarding previous meeting and other documents related with the meeting are available in meeting
place completely and specifying this circumstances in the meeting minutes.
f) Conducting identity control of the persons attending to the meeting personally or by proxy in
case of any objection or necessity through signing the attendance list and checking the authenticity of
the letters of proxy.
g) Determining whether the executive directors as well as minimum one member of the board of
directors and the independent auditor are present in the meeting and specifying this circumstance in
the meeting minutes.
h) Managing the activities of the general assembly within the frame of the agenda, preventing
any deviation from the agenda save for the exceptions set forth in the Code, maintaining the order of
the meeting and taking the required measures for this purpose.
i) Opening and closing the sessions and the sitting as well as closing the meeting.
j) Reading or having resolutions, drafts, minutes, reports, proposals and similar documents
related with the discussed issues read to the attention of the general assembly as well as giving floor to
those who want to talk related thereto.
k) Taking the vote with respect to the resolutions to be adopted by the general assembly and
announcing the results thereof.
l) Supervising whether the minimum quorum necessary for meeting is maintained at the
beginning, during and at the end of the meeting as well as whether the resolutions are adopted in
accordance with the quorums stipulated in the Code and the articles of association.
m) Disclosing the declarations made by the representatives as specified in article 428 of the
Code to the general assembly. The provisions of the article 30.4 of the Capital Market Law are
reserved.
n) Pursuant to the article 436 of the Code, preventing those deprived of voting right from voting
about the resolutions set forth in the said article as well as observing any restriction imposed on voting
right and privileged voting pursuant to the Code and the articles of association.
o) Upon request of the shareholders possessing twentieth of the capital, adjourning the
negotiation of the financial statements and the discussion of the issues related therewith to the meeting
to be held after one month without any need for adopting any resolution related thereto by the general
assembly.
p) Ensuring issuance of minutes related with the activities of the general assembly, writing the
objections to the minutes, signing the resolutions and the minutes as well as specifying the votes
casted for and against the resolutions adopted in the meeting in the meeting minutes in a manner not
causing any hesitation.
r) Delivering the meeting minutes, the annual report of the board of directors, the independent
auditor’s reports, the financial statements, the attendance list, the agenda, the proposals, the voting
papers and the minutes of the elections, if any, as well as all other documents related with the meeting
to any of the attending members of the board of directors under a signed protocol at the end of the
meeting.
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Procedures to be performed prior to proceeding with discussing the agenda
ARTICLE 9 – (1) The Chairman reads or has the agenda of the meeting read to the general
assembly. It is asked whether there is any change proposal with respect to discussing order of the
agenda items by the Chairman. If there is any proposal, it is submitted for the general assembly’s
approval. The discussing order of the agenda items can be changed by the resolution of the majority of
the votes present in the meeting.
Agenda and discussing agenda items
ARTICLE 10 – (1) The agenda of the ordinary general assembly meeting should include the
following issues necessarily:
a) Opening and constitution of the Presidency Board.
b) Discussion of the annual report of the board of directors, the independent auditor’s reports
and the financial statements
c) Discharge of the members of the board of directors as well as the auditors, if any.
d) Selection of the members of the board of directors and the independent auditor whose duty
period is expired.
e) Determination of remunerations as well as other rights of the members of the board of
directors like attendance fee, bonus and premium.
e) Determination of use method and distribution of the profit as well as dividend share ratios.
f) Discussion of amendments to the articles of association, if any.
g) Other issues considered as necessary.
(2) The agenda of the extraordinary general assembly meeting is constituted by the reasons
requiring such meeting.
(3) The issues not included in the agenda of the meeting may not be discussed and resolved save
for the exceptions specified hereunder:
a) Any issue may be added into the agenda unanimously in cases where all of the shareholders
are present.
b) Pursuant to the article 438 of the Code, special auditing request of any shareholder is
resolved by the general assembly without considering whether such request is included in the agenda.
c) The issues related with dismissal of the members of the board of directors and election of the
new ones are considered as related with the discussion of the year-end financial statements and
resolved by discussing the same directly upon request without considering whether there is any item in
the agenda related thereto.
d) In case of valid grounds like corruption, incapacity, violation of loyalty obligation, difficulty
in performance of the duty due to membership to multiple companies, dissension, fraud on a power,
the issues related with dismissal of the members of the board of directors and election of the new ones
are included into the agenda by majority of votes of those present in general assembly meeting even if
there is no item in the agenda related thereto.
(4) Any agenda item discussed and resolved in the general assembly meeting may not be
discussed and resolved again unless a resolution for this purpose is adopted by unanimous votes of
those present.
(5) The issues requested to be discussed in the general assembly meeting of the company by the
Ministry as a result of conducted inspection or for any other reason are included into the agenda.
(6) The agenda is determined by the party convoking the general assembly for meeting.
Having a speech at the meeting
ARTICLE 11 – (1) The shareholders or other concerned parties wishing to make a speech
about the agenda item under discussion notify the case to the Presidency Board. The chairmanship
discloses the persons who shall make the speech to the general assembly and grants right to speak to
these persons in order of application. If the person whose turn to make a speech comes is not present
in the meeting place, he/she loses his/her right to make a speech. The speeches are made from the
place allocated for this purpose by addressing to the general assembly. The persons can change their
order to make speech between each other. In cases where speech time is limited, any person making
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his/her speech in his/her turn can continue his/her speech when his/her speech time expired only if the
person who shall make the speech immediately after him/her grants his/her right to speak to the said
person provided that completing his/her speech within the speech time of the person who shall take the
floor immediately after him/her. The speech time may not be extended otherwise.
(2) The members of the board of directors can make a speech, as well as the auditor requesting
to make explanation about the matters under discussion by the Chairman irrespective of order.
(3) The speech times are determined by the general assembly upon recommendation of the
Chairman or the shareholders considering the density of the agenda, the quantity and the importance of
the issues that should be discussed as well as the number of the persons wishing to make a speech. In
such cases, the general assembly decides on whether limiting the speech time is necessary first and
than, on the length of time by means of separate voting.
(4) As to communication of the opinions and the suggestions by the shareholders or their
proxies attending to the general assembly meeting electronically pursuant to the article 1527 of the
Code, the procedures and the principles determined in said article and subordinate arrangements
related thereto are applied.
Vote and voting procedure
ARTICLE 12 – (1) Prior to commencing the voting, the Chairman discloses the issue to be
voted to the general assembly. If a draft resolution shall be voted, the voting is proceeded with after
such draft is determined in writing and read. The speech can be asked about the procedure only after
disclosing the fact that the voting shall be proceeded with. During this process, if there is any
shareholder not granted with the right to make a speech despite his/her request, such shareholder
exercise his/her right make a speech on condition that he/she reminds the case and the case is verified
by the Chairman. The speech may not be given after commencement of the voting.
(2) The votes related with the issues discussed in the meeting are cast by show of hands.
However, upon request of those possessing one-tenth of the capital represented by the present
shareholders, secret voting can be applied. These votes are scrutinized by the Presidency Board. The
Presidency Board is entitled to charge persons in sufficient number for the purpose of helping in
counting the votes when necessary. Those not showing their hands are deemed as casted “against”
vote and such votes are considered as casted against the relevant resolution during the assessment.
(3) As to voting by the shareholders or their proxies attending to the general assembly meeting
electronically pursuant to the article 1527 of the Code, the procedures and the principles determined in
said article and subordinate arrangements related thereto are applied.
(4) Pursuant to the provisions of the article 17 of the articles of association, the
resolution quorum in the general assembly meetings of the company is the majority of the
affirmative votes of the shareholders present in the meeting save for the cases where higher
quorums are stipulated by the Code. As an exception of this provision, it is obligatory to
obtain affirmative votes of 2/3 of the present shareholders for the amendments to the
company’s articles of association other than those related with increase in upper limit of
registered capital.
Issuance of meeting minutes
ARTICLE 13 – (1) An attendance list showing the shareholders or their representatives, the
shares owned by then, groups, numbers and nominal values thereof is signed as well as issuance of the
minutes in accordance with the principles set forth in the Code and the relevant legislation through
specifying the questions asked and responses given in general assembly meeting in summary as well
as adopted resolutions and the numbers of votes casted for and against each resolution on the minutes
clearly is ensured by the Chairman.
(2) The minutes of the general assembly meeting is issued in meeting place and during the
meeting with typewriter or computer or handwriting in a legible manner by using ink pen. In order to
be able to issue the minutes with the computer, there must be a printer which shall enable to take
printouts of the minutes in the meeting place.
(3) The minutes are issued in duplicate minimum and each page thereof is signed by the meeting
chairmanship council as well as the representative of the Ministry, if he/she attends.
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(4) The commercial title of the company, the date and the place of the meeting, total nominal
value of the company’s shares and number of shares, total number of shares represented in the meeting
personally and by proxy, the name and the surname of the representative of the Ministry, if he/she
attends as well as date and number of his/her appointment letter, if the meeting is held with
announcement, the method of convocation and if the meeting is held without announcement, this fact
should necessarily be specified on the minutes.
(5) The number of votes related with the resolutions adopted in the meeting is specified on the
minutes both in figures and in letters in a manner not causing any hesitation.
(6) Names, surnames and reasons for opposition of persons casting votes against the resolutions
adopted in the meeting and requesting to have their oppositions entered into the minutes are written to
the minutes.
(7) In cases where the reasons for opposition are submitted in writing, this letter is attached to
the minutes. The name and the surname of the shareholder or his/her representative specifying his/her
opposition is written to the minutes and it is specified that the letter related with the opposition is
attached thereto. The letter of opposition attached to the minutes is signed by the meeting
chairmanship council as well as the representative of the Ministry, if he/she attends.
Procedures to be performed at the end of the meeting
ARTICLE 14- (1) The Chairman delivers a copy of the minutes as well as all other documents
related with the general assembly meeting to any of the attending members of the assembly of
directors at the end of the meeting. This case is evidenced under a separate protocol to be issued by
and between the parties.
(2) The assembly of directors is obliged to submit a notarized copy of the minutes to the trade
registry office as well as have the issues subject to registration and announcement in said minutes
registered and announced not later than fifteen days as from the meeting date.
(3) The minutes are also posted on websites by the companies which are obliged to establish a
website not later than five days as from the general assembly meeting date.
(4) Furthermore, the Chairman delivers a copy of the attendance list, the agenda and the general
assembly meeting minutes to the representative of the Ministry, if he/she attends.
Attending to meeting electronically
ARTICLE 15- (1) In cases where it is allowed to attend to the general assembly meeting
electronically pursuant to the article 1527 of the Code, the procedures to be conducted by the assembly
of directors and the meeting chairmanship council are performed by considering the article 1527 of the
Code and the relevant legislation.
SECTION THREE
Miscellaneous Provisions
Documents related with attendance of representative of Ministry and general assembly
meeting
ARTICLE 16 – (1) For the meetings where the attendance of the representative of the Ministry
is obligatory, the provisions of the Regulations on Procedures and Principles of General Assembly
Meetings of Joint Stock Companies and Representatives of Ministry of Customs and Trade to be
Present in these Meetings are reserved in terms of making request for the representative as well as
duties and authorization of such representative.
(2) It is obligatory to comply with the provisions of the Regulations mentioned in first
paragraph above in preparation of the list of parties eligible for attending the general assembly meeting
and the attendance list as well as in issuance of the letters of proxy and the minutes to be used in
general assembly meeting.
Cases not prescribed in Guideline
ARTICLE 17 – (1) If any case not prescribed in this Guideline is encountered during the
meetings; the parties shall conduct in line with the resolution to be adopted by the general assembly.
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Adoption of Guideline and amendments
ARTICLE 18 – (1) This Guideline is put into force, registered and announced by the board of
directors upon approval of the general assembly of Turkcell İletişim Hizmetleri Anonim Şirketi.
The amendments to be made to this Guideline are also subject to the same procedure.
Effect of Guideline
ARTICLE 19 – (1) This Guideline has been adopted in general assembly meeting of Turkcell
İletişim Hizmetleri Anonim Şirketi dated ____________ and comes into force as of the date in
which it is announced in Turkish Trade Registry Gazette.
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ANNEX: 7 RENUMERATION POLICY
39
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
TOTAL REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND TOP
EXECUTIVES
I.
Content
The document presents the total remuneration policies for Turkcell Board of Directors and Turkcell
Top Executive Management team in accordance with Capital Markets Board of Turkey.
II.
Governance
Corporate Governance Committee provides consultation, in terms of reviewing and developing
proposals regarding total remuneration policies of Top Executives, to the Board of Directors for the
final approval.
III.
Board of Directors’ Remuneration
General Assembly holds the responsibility to determine the attendance fee for Turkcell Board of
Directors in accordance with Article 333 of Turkish Commercial Code.
Directors receive no other compensation besides attendance fees. They cannot be eligible to receive
payments based on performance, in advance or as a loan.
Business related expenses of Board Directors are reimbursed by Turkcell İletişim Hizmetleri A.Ş.
IV.
Top Executives’ Remuneration
The three main components of the remuneration for Top Executives are; base salary, performance
based variable pay and benefit.
Based on these three main components, Top Executive remuneration is designed to achieve long term
targets of Turkcell İletişim Hizmetleri A.Ş. by sustaining performance. Remuneration of Top
Executives is reviewed and determined in accordance with macroeconomic parameters, long and short
term targets of Turkcell İletişim Hizmetleri A.Ş., the level of remuneration for the related position in
the Market, the competitiveness of target positioning against the Market, individual performance
result, the required level of experience and internal equity.
The base salary levels of Top Executives are reviewed by Corporate Governance Committee and
approved by Board of Directors, annually.
Top Executives are entitled to annual performance based variable pay with the approval of Board of
Directors. The amount of variable pay is determined, as a percentage of annual base salary in
accordance with the realization of company and individual targets, by the approval of Board of
Directors.
In accordance with the company wise benefits policy which is stated by Board of Directors; health and
life insurance, company contributed private pension plan, company car, corporate mobile phone and
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line are provided as benefits to Top Executives at Turkcell İletişim Hizmetleri A.Ş. Business related
expenses of Top Executives are reimbursed by Turkcell İletişim Hizmetleri A.Ş.
Employment contracts of Top Executives are in accordance with the principles mentioned in above.
Top Executives cannot receive payments in advance or as a loan.
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