Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
27 Februar 2025 - 6:50PM
Edgar (US Regulatory)
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 February 2025
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, Türkiye
(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 February 27 2025, announcing the
amendment of the registrant’s Articles of Association.
Istanbul, February 27, 2025
Announcement Regarding the Amendment of Articles
of Association
Our Company’s Board of Directors has decided
that necessary actions will be taken to obtain the approval of the Capital Markets Board and the Ministry of Trade, for amendment of the
Articles of Association as attached, in accordance with the principles of Capital Markets Law, the Turkish Commercial Code, and related
legislation. Amendment of Articles of Association is subject to approval of the General Assembly.
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
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ARTICLE 4 – HEADQUARTER AND BRANCHES |
ARTICLE 4 – HEADQUARTER AND BRANCHES |
The Company shall be headquartered in
Istanbul, at the address of Aydınevler Mahallesi, İnönü Caddesi, No:20, Küçükyalı Ofispark,
34854, Maltepe/İstanbul.
The new address, whenever changed, shall
be registered with the Trade Registry and published in the Trade Registry Gazette and notified to the Capital Market Board and the Ministry
of Trade.
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 Trade, Foreign Investment Directorate and the Capital Market
Board are informed thereof. |
The Company shall be headquartered in
Istanbul, at the address of Aydınevler Mahallesi, İsmet İnönü Caddesi, No:20, Küçükyalı
B Blok Ofispark, 34854, Maltepe/İstanbul.
The new address, whenever changed, shall
be registered with the Trade Registry and published in the Trade Registry Gazette and notified to the Capital Market Board and the Ministry
of Trade.
Any notification sent to the address
registered and published shall be deemed as received by the Company.
The Company may open branches and representative
offices in or outside Turkey provided that the Ministry of Trade, Incentive Implementation and Foreign Investment Directorate
and the Capital Market Board are informed thereof.
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ARTICLE 6: SHARE CAPITAL OF THE COMPANY |
ARTICLE 6: SHARE CAPITAL OF THE COMPANY |
The Company adopted the registered capital
system as per Capital Markets Law and implemented the registered capital system by the Capital Markets Board’s permit dated 13.04.2000
and numbered 40/572.
The ceiling for registered capital of
the Company is TRY 2,200,000,000 (twobilliontwohundredmillion Turkish Liras).
The Company’s issued share capital
is TRY 2,200,000,000 (twobilliontwohundred million Turkish Liras) and fully paid and is divided into 2,200,000,000 (twobilliontwohundred)
registered shares each having a nominal value of TRY 1.00 (one Turkish Lira), and the said issued share capital is fully paid free of
collusion.
The authorisation for the ceiling of
registered capital granted by the Capital Markets Board, shall be valid for the years 2020 through 2024 (5 years). After the year 2024,
it is mandatory for the Board of Directors to be able to resolve on share capital increase, to obtain the authorisation of the General
Assembly by also obtaining the Capital Markets Board’s permit for a new ceiling amount to be valid for a term of up to 5 (five)
years. In case the abovementioned authorisation is not obtained, capital increase cannot be made with a Board of Directors resolution.
The Board of Directors is authorised,
at times it deems required, in accordance with the provisions of Capital Markets Law, to increase the issued share capital by issuing
new shares up to the authorised ceiling of registered capital and to take a decision on the issuance of premium shares also up to the
authorised ceiling of registered capital. The Board of Directors is not authorised to limit the pre-emption rights of the shareholders. |
The Company adopted the registered capital
system as per Capital Markets Law and implemented the registered capital system by the Capital Markets Board’s permit dated 13.04.2000
and numbered 40/572.
The ceiling for registered capital of
the Company is TRY 2,200,000,000 (twobilliontwohundredmillion Turkish Liras).
The Company’s issued share capital
is TRY 2,200,000,000 (twobilliontwohundred million Turkish Liras) and fully paid and is divided into 2,200,000,000 (twobilliontwohundred)
registered shares each having a nominal value of TRY 1.00 (one Turkish Lira), and the said issued share capital is fully paid free of
collusion.
The authorisation for the ceiling of registered
capital granted by the Capital Markets Board, shall be valid for the years 2025 through 2029 (5 years). After the year 2029,
it is mandatory for the Board of Directors to be able to resolve on share capital increase, to obtain the authorisation of the General
Assembly by also obtaining the Capital Markets Board’s permit for a new ceiling amount to be valid for a term of up to 5 (five)
years. In case the abovementioned authorisation is not obtained, capital increase cannot be made with a Board of Directors resolution.
The Board of Directors is authorised,
at times it deems required, in accordance with the provisions of Capital Markets Law, to increase the issued share capital by issuing
new shares up to the authorised ceiling of registered capital and to take a decision on the issuance of premium shares also up to the
authorised ceiling of registered capital. The Board of Directors is not authorised to limit the pre-emption rights of the shareholders. |
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.
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TURKCELL ILETISIM HIZMETLERI A.S. |
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Date: February 27, 2025 |
By: |
/s/ Özlem Yardım |
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Name: |
Özlem Yardım |
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Title: |
Investor Relations Corporate Finance Director |
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TURKCELL ILETISIM HIZMETLERI A.S. |
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Date: February 27, 2025 |
By: |
/s/ Kamil Kalyon |
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Name: |
Kamil Kalyon |
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Title: |
Chief Financial Officer |
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