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
April
30, 2010
Commission File Number 001-15092
TURKCELL
ILETISIM HIZMETLERI A.S.
(Translation
of registrant’s
name into English)
Turkcell
Plaza
Mesrutiyet
Caddesi No. 153
34430
Tepebasi
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.
Form 20-F
Q Form
40-F £
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes £ No Q
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes £ No Q
Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes £ No Q
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- __________
|
Enclosure:
|
A
press release dated April 29, 2010, announcing the decisions taken at
Turkcell's Annual General Assembly.
|
FOR
IMMEDIATE RELEASE
TURKCELL
ANNUAL GENERAL ASSEMBLY DECISIONS DATED APRIL 29, 2010
Istanbul, Turkey:
April 29, 2010 – Turkcell (NYSE: TKC, ISE: TCELL), the leading communications
and technology company in Turkey, announced today the following decisions taken
at its Annual General Assembly:
|
|
1)
|
To amend
Article 3 of the Company’s Articles of Association, entitled “Purpose and
Subject Matter”, in line with Turkey’s Capital Markets Board’s decision
dated 09/09/2009 and numbered 28/780, which rules that public companies
can provide guarantees, pledges and mortgages, to third parties for them
to carry out their ordinary business operationsonly if such third parties
are fully consolidated in the company’s financial
statements.
|
|
|
2)
|
To remove the
Board of Directors and elect Colin James Williams, Gulsun Nazli Karamehmet
Williams, Mehmet Bulent Ergin, Alexey Eugenievich Khudyakov, Oleg
Adolfovic Malis, Tero Erkki Kivisaari and Karin Eliasson for a period of
three years (Between the Ordinary General Assembly
dates).
|
|
|
3)
|
To determine
the Board of Directors Members’ remuneration for the year 2010 whereas the
Chairman will receive a net sum of €250,000 and each member of the Board
will receive a net sum of €100,000 per annum to be effective from February
25, 2010 and for period of their
service.
|
|
|
4)
|
To elect
Hamit Sedat Eratalar and Ibrahim Alpay Demirtas as Turkcell’s statutory
auditors for a year (Between the Ordinary General Assembly dates) and not
to pay a fee.
|
|
|
5)
|
To approve Independent audit
firm, “DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik
A.Ş.”, which has been appointed with the Board of Directors resolution
dated 18 December 2009 and numbered 695 to have an independent audit for
2010 and 2011 financial results.
|
|
|
6)
|
To permit the
Board Members to, directly or on behalf of others, be active in areas
falling within or outside the scope of the Company’s and to participate in
companies operating in the same business and to perform other acts in
compliance with Articles 334 and 335 of the Turkish Commercial
Code”.
|
|
|
7)
|
Turkcell is
to distribute cash dividends amounting to approximately TRY859,259,101
(approximately $580,423,602), representing a net and gross cash dividend
of TRY0.3905723 (approximately $0.2638289) per ordinary share with a
nominal value of TRY1 as per the Board of Directors’ proposal dated March
10, 2010, numbered 716. In this
context:
|
1
|
|
a)
|
As a result
of the activities of our Company, pertaining to the period between January
1, 2009 and December 31, 2009, our Company’s profit,
calculated according to the consolidated financial statements, which were
audited independently in accordance with the Capital Markets Board
Communiqué Serial: XI numbered 29, entitled “Communiqué
Regarding the Financial Reporting in Capital Markets” is
TRY2,249,676,225 (approximately $1,519,640,790) and the
commercial profit calculated according to the provisions of
Turkish Commercial Code is TRY2,905,002,344 (approximately
$1,962,309,068).
|
|
|
b)
|
As the profit
resulting from the disposal of immovable assets that has been included in
the commercial profit for the year 2009 has been transferred to a special
fund account in the following fiscal year due to 5/e article of Corporate
Tax Law numbered 5520 and, as to be in accordance with the provisions set
out in IAS 27 “Consolidated and Separate Financial Statements” profits and
losses arising from transactions between companies included in
consolidated financial statements are eliminated, the mentioned amount is
not taken into consideration while determining the basis of dividend
distribution.
|
|
|
c)
|
TRY1,716,713,549
(approximately $1,159,628,174) after tax profit calculated according to
the consolidated financial statements shall be taken as the basis for
dividend distribution in accordance with the weekly bulletin of the CMB
dated 25/01/2010-29/01/2010 and numbered 2010/4 and “Guide Of Preparation
Dividend Distribution Table For Year 2009” which was published
by the CMB on 27 January 2010.
|
|
|
d)
|
As the
ceiling designated in the Turkish Commercial Code (TCC) for first legal
reserve has been reached by our Company; no first legal reserve shall be
set aside.
|
|
|
e)
|
TRY1,716,713,549
(approximately $1,159,628,174) is the distributable dividend of the
Company, pertaining to the year 2009 and TRY1,724,628,149
(approximately $1,164,974,432) calculated by adding TRY7,914,600
(approximately $5,346,258), which is the aggregate amount of the donations
made during the year, to the above amount shall be taken as the first
dividend basis.
|
|
|
f)
|
In accordance
with the provisions declared in Capital Markets Board (“CMB”) Communiqué
Serial: IV, No: 27 on “Principles Regarding Distribution of Dividends and
Interim Dividends To Be Followed by the Publicly Held Joint Stock
Corporations Subject to Capital Market Law”, clauses set out in the
articles of association of our company and the dividend distribution
policy that was adopted by our Company with the Board of Directors
resolution dated November 24, 2004 and made public; TRY344,925,630
(approximately $232,994,887), which is 20% of the first dividend basis,
amounting to TRY1,724,628,149 (approximately $1,164,974,432) shall be
distributed as the first cash dividend and the secondary reserve amounting
to TRY74,925,910 (approximately $50,611,936) shall be separated from the
rest of the net distributable current year
profit:
|
|
i.
|
The total
amount of TRY859,259,101 (approximately $560,691,094), which shall be
distributed in cash, shall be distributed from extraordinary
reserves;
|
|
ii.
|
As the total
amount of TRY859,259,101 (approximately $580,423,602) as mentioned
hereinabove, shall be distributed in cash and, has been
obtained
|
2
|
|
by the
investment incentive utilized within the scope of the investments made
during the period prior to April 24, 2003 and investment allowance
withholding has been calculated on the same amount in this regard, it
shall be distributed without any withholding tax
deductions;
|
|
iii.
|
In this
respect, an amount of TRY0.3905723 (approximately $0.2638289), net and
gross, shall be paid in cash equally to our shareholders for each share,
having a nominal value of TRY1 (One Turkish Lira), the aggregate net
amount of the cash dividend payment shall be TRY859,259,101 (approximately
$580,423,602).
|
|
|
g)
|
TRY1,641,787,639
(approximately $1,109,016,238) which is the remainder of the current
year’s distributable profit after the cash dividend distribution shall
be:
|
|
i.
|
Regarded as
extraordinary reserves and set aside within the
Company;
|
|
ii.
|
The
withholding tax deductions shall be applicable on the amount, which shall
be transferred to the 2010 financial year as extraordinary reserves, in
case such amount shall be subject to
redistribution.
|
The cash dividend payment to
our Company’s shareholders, shall commence on 17 May 2010 and shall continue for
15 days in İstanbul Head Office, Çiftehavuzlar, İzmir and Ankara branches of
Finans Yatırım Menkul Değerler A.Ş. and also in Central Registry Agency located
at Süzer Plaza Askerocağı Cad. No: 15 K: 2 34367 Elmadağ - Şişli İstanbul and
shall be made in exchange of the dividend share denominations for the year 2009,
provided that the physical shares held by the shareholders are registered by the
Central Registry Agency and
brokerage house authorized for keeping the shares.
*
Based on Turkish Central Bank’s TRY/$ exchange rate of TRY1.4804 for
April 29, 2010.
www.turkcell.com.tr
ABOUT
TURKCELL
Turkcell is the
leading communications and technology company in Turkey with 35.4 million
postpaid and prepaid customers and a market share of approximately 56% as of
December 31, 2009 (Source: the Authority). Turkcell provides high
quality data and voice services to approximately 70% of the Turkish population
with its 3G and EDGE technology supported network. Turkcell reported
TRY 8.9 billion ($ 5.8 billion) net revenue for the year ended December 31, 2009
and its total assets reached TRY 14.0 billion ($ 9.3 billion) as of December 31,
2009. Turkcell is the only Turkish operator among the global operators to have
implemented HSDPA+ and has become one of the first operators in the world to
reach to 42.2 Mbps speed with its 3G network, as of March 5th 2010. Turkcell is
a leading regional player and has interests in international mobile operations
in Azerbaijan, Belarus, Georgia, Kazakhstan, Moldova, Northern Cyprus and
Ukraine which, together with its Turkish operations, had approximately 62.7
million subscribers as of December 31, 2009. Turkcell has been listed on the
NYSE and the ISE since July 2000 and is the only NYSE-listed
company
3
in Turkey and is
among the top 15% companies listed on NYSE by its size. 51.00% of
Turkcell’s share capital is held by Turkcell Holding, 0.05% by Cukurova Group,
13.07% by Sonera Holding, 2.32% by M.V. Group and 0.08% by others while the
remaining 33.48% is free float. Read more at
http://www.turkcell.com.tr/en
For
further information please contact Turkcell
Corporate
Affairs
Koray Öztürkler,
Chief Corporate Affairs Officer
Tel:
+90-212-313-1500
Email:
koray.ozturkler@turkcell.com.tr
| Investors: | Media: |
|
Nihat Narin,
Investor Relations
Tel: +
90-212-313-1244
Email: nihat.narin@turkcell.com.tr
investor.relations@turkcell.com.tr
|
Filiz Karagul
Tuzun, Corporate Communications
Tel: +
90-212-313-2304
Email: filiz.karagul@turkcell.com.tr
|
4
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:
April
30, 2010
|
By:
|
/s/ Koray Öztürkler | ||
| Name: | Koray Öztürkler | |||
| Title: |
Chief
Corporate Affairs Officer
|
|||
| TURKCELL ILETISIM HIZMETLERI A.S. | ||||
|
Date:
April
30, 2010
|
By:
|
/s/ Nihat Narin | ||
| Name: | Nihat Narin | |||
| Title: |
Investor
& Int. Media Relations - Division Head
|
|||