On 23 March 2011, the Company's Board of Directors has proposed a dividend distribution for the year ended 31 December 2010 amounting to TL 1,328,697 (equivalent to $859,442 as at 31 December 2010, respectively), which represented 75% of distributable income. This represents a net cash dividend of full TL 0.6039532 (equivalent to full $0.39 as at 31 December 2010) per share. This dividend proposal will be discussed at Ordinary General Assembly of Shareholders to be held on 21 April 2011.
In the Ordinary General Assembly of Shareholders Meeting of Inteltek held on 6 April 2011, it has been decided to distribute dividends amounting to TL 16,744 (equivalent to $10,831 as at 31 December 2010).
In March 2011, Fintur decided to distribute dividend amounting to $50,000. The Company has received its portion on 7 April 2011. In March 2011, A-Tel decided to distribute dividend amounting to TL 26,982 (equivalent to $17,453 as at 31 December 2010). The Company will receive its portion on 11 April 2011.
According to contract which was signed between Fizy Medya İnternet ve Bilişim Teknolojileri Limited Sirketi ("Fizy") on 28 January 2011, the Company acquired 70% of the shares. Fizy's operations consists of providing all kind of advertising and promotion services upon internet and e-trading, acquiring copyrights, broadcasting, music and video accessing as well as downloading from the internet. Fizy restarted its operations on 1 April 2011 which was previously held in 2010.
It was decided by the Capital Markets Board ("the Board") as per article 10/A included in the Capital Markets Act (CMA ) No. 2499 to commence the dematerialization system.
As per the Temporary Article 2 of the Board's Communiqué Series: IV No.: 28 on the "Procedures and Principles of Keeping the Records of Dematerialized Capital Market Instruments", it is set forth that all of the share certificates of the companies that are traded in IS E shall be collectively dematerialized and the related procedures and principles are regulated in the said Communiqué. Legal and actual dematerialization of the share certificates has commenced on November 28, 2005.
Beginning from November 28, 2005, it is prohibited for the companies listed in IS E to issue new share certificates as a result of capital increases. The new share certificates arising out of capital increases shall be transferred to the accounts of the rightful owners by registration of securities.
It is obligatory for the share certificates that are not dematerialized and that are kept physically by their rightful owners to be delivered to our Company ("Issuer") or an authorized broker for their registration with "Central Registry Agency" that is under supervision and control of the Board until the end of December 31, 2007.
In addition, as per the Temporary Article 6 of the Capital Markets Act the financial rights attached to the share certificates, which are not dematerialized until the end of 31 December 2007, shall be monitored in a dematerialized manner at the Central Registry Agency from that day on and in case the share certificates are dematerialized, their financial rights shall be transferred to the accounts of the rightful owners. Any financial rights related to management for the share certificates that are not dematerialized after December 31, 2007 shall be exercised by Central Registry Agency until the dematerialization process of existing shares completed. Implementation principles for the aforementioned article shall be found in the letter of the Central Registry Agency dated January 30, 2008 and numbered 294.
The share certificate records of our Company shall be kept by Central Registry Agency and the issuer in electronic form, which is formed by the Central Registry Agency.
Accommodation Of The Share Capital Of The Company And Nominal Values Of The Share Certificates To The New Turkish Lira
As per article 6 titled "Share Capital" of the Articles of Association of the Company, the Code numbered 5083 Regarding the Currency Unit of Turkish Republic Government and the Code numbered 5274 Regarding the Amendment of Turkish Commercial Code, the share capital of the Company has been made compatible with the New Turkish Lira and such resolution was approved at the Ordinary General Assembly Meeting on April 29, 2005.
Provisions regarding making nominal values of the share certificates of the Company compatible with the New Turkish Lira are regulated in the temporary article of the Company's Articles of Association and such article was approved at the Ordinary General Assembly Meeting on April 29,2005. The temporary article reads as follows:
"As per the Code numbered 5274 Regarding the Amendment of Turkish Commercial Code, in order to increase the nominal value of the shares to 1.- (One) New Turkish Liras, 1,000 (One thousand) units of shares, each having a nominal value of 1,000.- (One thousand) Turkish Liras shall be merged and 1.- (One) unit of share having a nominal value of 1.- (One) New Turkish Liras shall be issued to represent such shares. Fraction receipt shall be issued for the shares that could not be complemented up to TRY 1. In relation to such change, the shareholders' rights arising out of their shares are reserved. Concerning such transaction, the 1st, 2nd, 3rd and 4th series of share certificates, which represent the existing share capital, shall be merged in the 5th series. In connection with the transactions of share change and merger of series, the shareholders rights arising out of their shares are reserved. The transactions regarding the change in share certificates shall be commenced by the Board of Directors of the Company after the dematerialization of Capital Markets instruments is put into practice and within the framework of related regulations."
Turkcell İletişim Hizmetleri A.Ş. And Its Subsidiaries
The Board's Dividend Distribution Proposal
In accordance with the Capital Markets Board ("CM B") 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 in the article of association of our company and the dividend distribution policy that was adopted by our Company, pursuant to the Corporate Governance Principles by the Board of Directors resolution dated November 24, 2004 and numbered 366; the Board of Directors of our Company presents the following dividend distribution proposal, to be evaluated and determined at the Ordinary General Assembly Meeting of our Company which will be held on 21 April 2011.
1- As a result of the activities of our Company, pertaining to the period between January 1, 2010 and December 31, 2010, 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, named "Communiqué Regarding the Financial Reporting in Capital Markets" is TRY 2.256.966.571- and the commercial profit calculated according to the provisions of Turkish Commercial Code is TRY 2.540.278.988-,
2- TRY 1.771.595.963 - after tax profit calculated according to the consolidated financial statements shall be taken as the basis for dividend distribution in accordance with "Guide Of Preparation Dividend Distribution Table" which was published on 27 January 2010.
3- A s 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 1.771.595.963- is the distributable dividend of the Company, pertaining to year 2010 and TRY 1.780.152.672- calculated by adding TRY 8.556.709- which is the aggregate amount of the donations made during the year, to the above mentioned amount shall be taken as the first dividend basis,
5- In accordance with the provisions declared in Capital Markets Board ("CM B") 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 in the article 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 declared to public; TRY 356.030.534-, which is 20%, of the first dividend basis, amounting to TRY 1.780.152.672- shall be distributed as the first cash dividend and the secondary reserve amounting to TRY 121.869.697- shall be separated from the rest of the net distributable current year profit,
a. The total amount of TRY 1.328.696.972-, which shall be distributed in cash, shall be distributed from extraordinary reserves,
b. The withholding tax deductions shall be applicable on the amount to be distributed in cash, TRY 1.328.696.972- as mentioned hereinabove,
c. I n this respect, gross amount of TRY 0,6039532- shall be paid in cash to our shareholders for each share, having a nominal value of TRY 1.- (One Turkish Lira),
The aggregate gross amount of cash dividend payment shall be TRY 1.328.696.972-,
6- TRY 1.649.726.266- which is the remaining of the current year distributable profit after the cash dividend distribution shall be :
a. Regarded as extraordinary reserves and set aside within the Company,
b. The withholding tax deductions shall be applicable on the amount, which shall be transferred to 2011 financial year as extraordinary reserves, in case such amount shall be subject to redistribution
7- Cash dividend payment to our Company's shareholders shall commence on 16 May 2011 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 year 2008, provided that the physical shares held by the shareholders are registered by the Central Registry Agency and brokerage house authorized for keeping the shares.