Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
26 März 2025 - 6:01PM
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 March 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 March 25, 2025, announcing
the registrant's dividend distribution proposal.
Istanbul, March
25, 2025
Announcement Regarding the Dividend Distribution Proposal
As per our Company's Articles of Association and
Dividend Distribution Policy, our Company’s Board of Directors resolved to propose, for shareholder approval at the 2024 Ordinary
General Assembly, the distribution of a gross dividend of TRY 8,000,000,000, which corresponds to a gross dividend of TRY 3.6363636 (net
TRY 3.0909091) per ordinary share with a nominal value of TRY 1, to shareholders in cash on June 20, 2025 and December 26, 2025 in two
equal installments, in accordance with the principles set forth in the legislation, according to the dividend distribution table which
has been prepared for the related fiscal years.
Herewith enclosed are the details of the dividend
distribution proposal decision taken, the dividend distribution table and dividend per share.
| Proposed Gross Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY) |
Proposed Net Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY) |
Proposed Cash Dividend Date |
| 1.8181818 |
1.5454545 |
20.06.2025 |
| 1.8181818 |
1.5454545 |
26.12.2025 |
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
ANNEX: Board of Directors Dividend Distribution
Proposal
The Board of Directors of the Company decided
to distribute gross dividend amount of TRY 8,000,000,000- to be paid in cash to our shareholders within the below conditions explained
hereunder as part of the resolution:
| 1. | As
a result of the activities of our Company, pertaining to the period between January 1, 2024 and December 31, 2024, our Company’s
profit, calculated according to the consolidated financial statements, which were audited independently in accordance with the Capital
Markets Board Communiqué numbered II-14.1, named “Communiqué Regarding the Financial Reporting in Capital Markets”
is TRY 28,389,457,524-, |
| 2. | TRY
23,523,424,632- after tax profit calculated according to the consolidated financial statements shall be taken as the basis for dividend
distribution in accordance with “Capital Markets Board Dividend Guide” which was published on 27 January 2014. |
| 3. | As
the ceiling designated in the Turkish Commercial Code (TCC) for first legal reserve has been reached by our company; no first legal reserve
set aside, |
| 4. | TRY
23,523,424,632- is the distributable dividend of the Company, pertaining to year 2024 and TRY 24,257,889,304- calculated by adding TRY
734,464,672- which is the aggregate amount of the donations made during the year, to the abovementioned amount shall be taken as the
first dividend basis, |
| 5. | In
accordance with the provisions declared in Capital Markets Board (“CMB”) Communiqué Serial: II-19.1 on “Dividends”
and clauses set in the article of association of our company; TRY 4,851,577,861-, which is 20% of the first dividend basis, amounting
to TRY 24,257,889,304- shall be distributed as the first cash dividend, TRY 3,148,422,139- shall be distributed as second cash dividend,
and the secondary legal reserve amounting to TRY 789,000,000- shall be separated from the rest of the net distributable current year
profit, |
| a) | From the total amount of TRY 8,000,000,000- that shall be distributed in cash, the amounts of TRY 1,466,044,266-
shall be distributed from statutory previous year’s profit, TRY 616,699,806- shall be distributed from distributable legal reserves
and TRY 5,917,255,929- shall be distributed from current period profit, |
| b) | The withholding tax deductions shall be applicable on the amount to be distributed in cash, TRY 8,000,000,000-
as mentioned hereinabove. |
| 6. | In this respect, gross amount of TRY 3.6363636- shall be distributed to our shareholders for each share,
having a nominal value of TRY 1.- (One Turkish Lira), and hence the aggregate gross amount of dividend distribution in cash shall be TRY
8,000,000,000-. |
| 7. | TRY
14,734,424,632- which is the remaining of the 2024 year’s distributable profit after the cash dividend distribution shall be: |
a. Regarded as
previous year’s profit and set aside within the Company,
b. The withholding
tax deductions shall be applicable on the amount, which is set aside as 2024 fiscal year’s profit, in case such amount shall be
subject to redistribution.
| 1) 2,200,000,000
2) 1,716,699,806
-
DISTRIBUTION OF THE PROFIT FOR THE PERIOD According to CMB
According to
Statutory Records
(SR)
3) Profit for the period 28,389,457,524 17,282,475,339
4) Taxes payable (-) 4,866,032,892 1,939,226,481
5) Net Profit for the period (=) (3-4) 23,523,424,632 (3-4) 15,343,248,858
6) Losses in previous years (-)
7) Primary Legal Reserves (-) ((5YK-6YK)*0.05) ((5YK-6YK)*0.05)
8) NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) (5-6-7) 23,523,424,632 (5-6-7) 15,343,248,858
9) Donations made during the year 734,464,672
10) Net distributable profit including donations (8+9) 24,257,889,304
11) First Dividend to Shareholders 4,851,577,861 767,162,443
a -Cash 4,851,577,861 767,162,443
b -Bonus Share
-Total 4,851,577,861 767,162,443
12) Dividend distributed to priviledged shareholders
Amount of the
dividend for
privileged
shareholders in
accordance with
the articles of
Association
13)
Other Dividends (paid to Board Members,
employees, etc.)
14) Dividend paid to Redeemed Share Owners
15) Secondary Dividend 3,148,422,139 5,150,093,486
16) Secondary Legal Reserves
((11+12+13+14+15)-
(1*0.05))/10 789,000,000
17) Statutory Reserves
18) Special Reserves
19) EXTRA ORDINARY RESERVES
8 -
(11a+12+13+14+16+17+
18) 14,734,424,632
20) Other Distributable Sources 2,082,744,071
-Retained earnings 1,466,044,266
-Extra Ordinary Reserves
-Other Distributable Reserves in
accordance with legislation and Articles of
Association 616,699,806
TURKCELL İLETİŞİM HİZMETLERİ A.Ş. 2024 DIVIDEND DISTRIBUTION TABLE (TRY)
Paid-in Capital
General Legal Reserves (Pursuant to Statutory Records)
Information regarding the privilege in dividend distribution, if any, granted pursuant to the Articles of Association
(10*the minimum
rate determined by
the CMB) |
| AMOUNT (TRY) RATIO (%)
A 1,200,000,000 3.6363636 363.64
B 6,800,000,000 3.6363636 363.64
TOTAL 8,000,000,000 3.6363636 363.64
A 1,020,000,000 3.0909091 309.09
B 5,780,000,000 3.0909091 309.09
TOTAL 6,800,000,000 3.0909091 309.09
TOTAL GROSS DIVIDEND
DISTRIBUTION AMOUNT (TRY)
8,000,000,000
GROSS
INFORMATION ON DIVIDEND PAY OUT RATIO
INFORMATION ON DIVIDEND PER SHARE
Group TOTAL DIVIDEND
AMOUNT (TRY)
DIVIDEND FOR A SHARE WITH A NOMINAL VALUE OF 1 TL
Witholding tax will beapplied on distributed gross dividend in accordance with applicable tax
regulations on the distribution date.
NET
Witholding 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/NET DISTRIBUTABLE PROFIT (%)
34.0 |
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: March 26, 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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|
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| Date: March 26, 2025 |
By: |
/s/ Kamil Kalyon |
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Name: |
Kamil Kalyon |
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Title: |
Chief Financial Officer |
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