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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name into English)
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Turkey
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Enclosure: A press release dated May 2, 2024, announcing the results of the registrant’s annual general assembly for the year 2023.
Istanbul, May 2, 2024
Announcement Regarding the Results of the Annual General Assembly
The following decisions were taken at the Ordinary General Assembly of our Company pertaining to the year 2023, which was held on May 2, 2024:
| · | The consolidated financial statements relating to fiscal year 2023 were approved. |
| · | The Board Members were individually released from activities and operations of the Company pertaining to the year 2023. |
| · | The limit for donations for 2024 was determined to be up to one percent (1%) of the Turkcell Turkiye segment revenue, as per our Company’s consolidated annual financial statements relating to the previous fiscal year, prepared in accordance with the Capital Markets Board regulation. |
| · | Regarding the agenda item on the election of the members of the Board of Directors; among the candidates proposed by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., the holder of group A shares of our Company, Şenol Kazancı, Ayşe Nur Bahçekapılı, Figen Kılıç, Nail Olpak and Melikşah Yasin were elected, as well as Salim Arda Ermut for other Board of Director membership, and Mehmet Naci İnci, İdris Sarısoy and Serdar Çetin were elected as independent members of the Board of Directors, provided that the Capital Markets Board of Türkiye has not expressed any negative opinion about their candidacy, to serve for 3 years. |
| · | It was decided to pay a monthly net compensation of TRY 150 thousand to the Chairman and each member of the Board of Directors, with such compensation to be increased at the rate of the average wage increases carried out for the company’s employees. |
| · | Güney Bağımsız Denetim ve SMMM A.Ş. was elected as independent audit firm pursuant to Turkish Commercial Code and the Capital Markets Legislation for auditing of the accounts and financials of the year 2024. |
| · | Following the voting of the Board of Directors’ decision regarding the agenda item on the distribution of dividend for fiscal year 2023; the distribution of a dividend in gross amount of TRY 6,276,998,060, equivalent to a gross cash dividend of TRY 2.8531809 (net TRY 2.5678628) per ordinary share with a nominal value of TRY 1, to the shareholders on December 5, 2024, in accordance with the announced dividend distribution table and dividend per share table, was approved. |
| · | Board Members were permitted to be active in areas falling within or outside the scope of the Company's operations directly or on behalf of others and to participate in companies operating in the same business and to perform other acts in compliance with Articles 395 and 396 of the Turkish Commercial Code. |
Herewith enclosed as an annex is the Dividend Distribution Table.
The minutes and the list of participants at the General Assembly are available in Turkish on our company website.
| Gross Cash Dividend to be Paid per Ordinary Share with a nominal value of TRY 1 (TRY) |
Net Cash Dividend to be Paid per Ordinary Share with a nominal value of TRY 1 (TRY) |
Finalized Cash Dividend Distribution Date |
| 2.8531809 | 2.5678628 | 05.12.2024 |
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURKCELL ILETISIM HIZMETLERI A.S. | |||
| Date: May 2, 2024 | By: | /s/ Özlem Yardım | |
| Name: | Özlem Yardım | ||
| Title: | Investor Relations Corporate Finance Director | ||
| TURKCELL ILETISIM HIZMETLERI A.S. | |||
| Date: May 2, 2024 | By: | /s/ Kamil Kalyon | |
| Name: | Kamil Kalyon | ||
| Title: | Chief Financial Officer | ||