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
Report on Form 6-K dated April 15, 2021
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name in 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.
Form 20-F x 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 x
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 x
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 x
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 15, 2021, regarding the result of Annual General Assembly.
Istanbul, April 15, 2021
Announcement Regarding the Result of Annual General Assembly
The following decisions were taken at the Ordinary General Assembly of our Company held on April 15, 2021:
| · | Balance Sheet and Profit/Loss statements relating to the fiscal year 2020 were approved, |
| · | Board Members were individually released from activities and operations of the Company pertaining to the year 2020, |
| · | Limit for donations for 2021 was determined to be up to one percent (1%) of our Company’s revenue as per consolidated annual financial statements relating to the previous fiscal year prepared in accordance with the Capital Markets Board regulation, |
| · | Board of Directors decision with respect to the appointment of Figen Kılıç to vacant Board of Directors position pursuant to Article 363 of the Turkish Commercial Code was approved. |
| · | Regarding the agenda item on the election of Board of Director members: |
| o | Following the voting of candidates proposed by TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., the holder of group A shares of our Company, Bülent Aksu, Figen Kılıç, Hüseyin Aydın, Tahsin Yazar and Şenol Kazancı were elected as members of Board of Directors to serve for 3 years. |
| o | Following the voting of proposal from TVF Bilgi Teknolojileri İletişim Hizmetleri Yat. San. ve Tic. A.Ş., Afif Demirkıran, Nail Olpak, Hüseyin Arslan were elected as independent Board of Directors members with the consent of Capital Markets Board, and Julian Michael Sir Julian Horn-Smith was elected as member of Board of Directors, all to serve for 3 years. |
| · | Monthly compensation of TRY56,000 (fifty-six thousand) was determined for the Chairman and each member of Board of Directors. |
| · | PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş (PricewaterhouseCoopers) 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 2021. |
| · | 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. |
| · | Following the voting of the Board of Directors’ decision dated March 16, 2021 regarding the agenda item on the distribution of dividend for fiscal year 2020; distribution of dividend in gross amount of TRY2,585,787,148 equivalent of gross cash dividend of TRY 1.1753578 (net TRY 0.9990541) per ordinary share with a nominal value of TRY 1 in three equal installments to the shareholders on April 30, 2021, July 30, 2021 and October 27, 2021 in accordance with the announced dividend distribution table and dividend per share table was approved. |
Herewith enclosed annex is the Dividend Distribution Table.
The minutes and the participants list of General Assembly is available in Turkish on our company website.
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. 2019 DIVIDEND DISTRIBUTION TABLE (TL) | |||||
| 1) | Paid / Issued Capital | 2,200,000,000 | |||
| 2) | Total Legal Reserves (in accordance with statutory records) | 1,737,925,719 | |||
| If there is information about privilege in dividend distribution in accordance with the Articles of Association | |||||
| DISTRIBUTION OF THE PROFIT FOR THE PERIOD | According to CMB | According to Statutory Records (SR) | |||
| 3) | Profit for the period | 4,624,278,286 | - | ||
| 4) | Tax (-) | 387,192,537 | - | ||
| 5) | Net Profit for the period (=) | (3-4) | 4,237,085,749 | (3-4) | - |
| 6) | Prior Years' Loses (-) | - | - | ||
| 7) | Primary Legal Reserves (-) | ((5YK-6YK)*0.05) | - | ((5YK-6YK)*0.05) | - |
| 8) | NET DISTRIBUTABLE PROFIT (=) | (5-6-7) | 4,237,085,749 | (5-6-7) | - |
| 9) | Donations made during the year | 60,777,684 | |||
| 10) | Net distributable profit including donations that is the base of calculation of first legal reserves | (8+9) | 4,297,863,433 | ||
| First Dividend | 859,572,687 | ||||
| 11) | |||||
| a | -Cash | ||||
| b | -Cash | (10*the minimum | 859,572,687 | ||
| c | -Share | rate determined by | |||
| -Total | the CMB) | 859,572,687 | |||
| 12) | Dividend paid to preference shares | Amount of the dividend for privileged shareholders in accordance with the articles of Association | |||
| 13) | Dividends paid to Board Members, employees and etc. | ||||
| 14) | Dividend paid to Redeemed Share Owners | ||||
| 15) | Secondary Dividend | 1,726,214,461 | |||
| 16) | Secondary Legal Reserves | ((11+12+13+14+15)-(1*0.05))/10 | 247,578,715 | ||
| 17) | Status Reserves | ||||
| 18) | Special Reserves | ||||
| 19) | EXTRA ORDINARY RESERVES (*) | 8-(11a+12+13+14+16+17+18) | 1,403,719,886 | ||
| 20) | Other Distributable Sources | ||||
| -Prior years' profits (**) | - | 2,585,787,148 | |||
| -Extra Ordinary Reserves | |||||
| -Other Distributable Reserves in | |||||
accordance with legislation and Articles of Association (**) | - | ||||
(*) TRY 1.403,719,886 which is the remaining of the 2020 year’s distributable profit after the cash dividend distribution made, shall be regarded as previous year’s profit in CMB records,
(**) The total amount of TRY 2,585,787,148, which shall be distributed in cash form statutory from statutory previous year’s profit.
(***) Dividend regarding to buy-back shares are recorded in free reserves at statutory accounts.
| INFORMATION ON DIVIDEND PAY OUT RATIO(1) | ||||
| INFORMATION ON DIVIDEND PER SHARE | ||||
| Group | TOTAL DIVIDEND | DIVIDEND FOR A SHARE WITH A NOMINAL VALUE OF 1 TL | ||
| AMOUNT (TRY) | AMOUNT (TRY) | RATION(%) | ||
| GROSS | A | 387,868,072 | 1.1753578 | 117.54 |
| B | 2,197,919,076 | 1.1753578 | 117.54 | |
| TOTAL | 2,585,787,148 | 1.1753578 | 117.54 | |
Withholding tax will be applied on distributed gross dividend in accordance with applicable tax regulations on the distribution date. | ||||
| NET | A | 329,687,861 | 0.9990541 | 99.91 |
| B | 1,868,231,214 | 0.9990541 | 99.91 | |
| TOTAL | 2,197,919,976 | 0.9990541 | 99.91 | |
Withholding tax will be applied on distributed gross dividend in accordance with applicable tax regulations on the distribution date. | ||||
| RATIO OF GROSS DIVIDEND DISTRIBUTION TO THE NET DISTRIBUTABLE PROFIT | ||||
TOTAL GROSS DIVIDEND DISTRIBUTION AMOUNT (TRY) | TOTAL GROSS DIVIDEND DISTRIBUTION/NET DISTRIBUTABLE PROFIT (%) | |||
| 2,585,787,148 | 61.0 | |||
| 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) | Cash Dividend Distribution Date |
| 0.3917859 | 0.3330180 | 30.04.2021 |
| 0.3917859 | 0.3330180 | 30.07.2021 |
| 0.3917859 | 0.3330180 | 27.10.2021 |
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: April 15, 2021 | By: | /s/ Ali Serdar Yağcı | ||
Name: Ali Serdar Yağcı Title: Investor Relations and Corporate Finance Director | ||||
| TURKCELL ILETISIM HIZMETLERI A.S. | ||||
| Date: April 15, 2021 | By: | /s/ Osman Yılmaz | ||
| Name: Osman Yılmaz Title: Chief Financial Officer | ||||