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General Assembly Invitation
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Agenda Items
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1 - Opening and constitution of the Presiding Committee;
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2 - Reading and discussion of the activity report of the Board of Directors relating to the activity year 2022;
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3 - Reading the summary of the Independent Audit report relating to the activity year 2022;
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4 - Reading, discussion and approval of the consolidated financial statements relating to activity year 2022;
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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;
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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;
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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 01.01.2023 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 CMB dated 09.02.2023, discussing and resolving submission of the Board of Directors' resolution dated 16.02.2023, which was taken due to the consecutive earthquake disaster centered in Kahramanmaraş, which occurred on 06.02.2023 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;
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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;
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9 - Discussion of and decision on the remuneration of the Board Members;
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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;
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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;
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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;
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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;
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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;
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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;
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16 - Closing
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Corporate Actions Involved In Agenda
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General Assembly Results
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Decisions Regarding Corporate Actions
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Additional Explanations
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