March 15, 2010 00:00
Invitation to the Ordinary General Assembly Meeting of the financial year of 2009 from Türk Telekomünikasyon A.Ş. Board of Directors
Published under About TT > Corporate, About TT > Press Bulletin
FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF
TÜRK TELEKOMÜNİKASYON A.Ş.
Invitation to the Ordinary General Assembly Meeting of the financial year of 2009 from Türk Telekomünikasyon A.Ş. Board of Directors
The Ordinary General Assembly of our Company for the year 2009 shall convene at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara, at 10:30 a.m., on Tuesday, 6th of April, 2010 to negotiate the below-mentioned agenda and reach at a decision thereupon. According to article 362 of Turkish Commercial Code, balance sheet and loss/profit accounts dated 31st of December 2009, Board of Directors and Legal Auditors Reports and Dividend Distribution Offer of the Board of Directors for the year 2009 and the General Assembly informative document regarding the agenda items shall be made available to the examination of our shareholders, 21 days prior to the date of the meeting at the head office of our company, located at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara and at the company website of www.turktelekom.com.tr.
Our shareholders whose shares are taken at the custody accounts of investors of the Financial Intermediaries by the Central Registry Agency (CRA) and wish to attend our General Assembly Meeting should act in conformity with the provisions regulating the procedures of the “General Assembly Withholding” set forth on the updated Annex of the General Letter No: 2005/28 concerning the relevant rules of CRA duties and procedures provided at the web address of http://www.mkk.com.tr/MkkComTr/assets/files/tr/yay/formlar/is_bilisim.pdf and have themselves registered into the Withholding List of the General Assembly.
The commencement date of the General Assembly Withholding is at 08.30 a.m., on Monday, 15th of March, 2010 and the last date of withholding is at 05.00 p.m., on Friday, 26th of March, 2010. It is hereby requested from our shareholders to apply to CRA or financial intermediaries and block their shares for the General Assembly Meeting within the said time period and have the General Assembly Withholding Letters with them during the General Assembly Meeting.
As mentioned in the General Letter No:294 of CRA, the rightful investors may attend to the General Assembly Meeting after the registration of their shares before CRA pursuant to interim provision 6 of Capital Market Law. It is hereby submitted for the information of our Shareholders that those who do not have themselves registered into the Withholding List of the CRA cannot attend the meeting as per the laws.
This invitation of ordinary general assembly meeting will also be notified to the shareholders who hold registered shares, by a registered mail according to article 368 of Turkish Commercial Code.
Our shareholders who cannot attend the meeting in person should arrange their proxies in accordance with the attached specimen or provide the proxy form from the headquarter or the website of the company at www.turktelekom.com.tr by complying with requirements stipulated as per the communiqué of the Capital Markets Board Serial: IV, Number: 8 and present their power of attornies whose signature is certified by the notary public or for our foreign shareholders, the Turkish translation thereof to the headquarter of our Company at the close of business on Friday, 02nd of April, 2010 at the latest.
Our shareholders or their representatives which are appointed in accordance with the foregoing paragraph should have the below mentioned documents with them ready, at the date of the meeting.
- - Identity certificate
- - The General Assembly Withholding Letters for the shareholders whose shares are registered before the banks, financial intermediaries and CRA.
- - The proxies arranged in accordance with the attached specimen, of the representatives who are appointed by our real and legal person shareholders.
- - The notarized Turkish translation of the proxies and the notarized passport copies of the representatives of our foreign shareholders.
It is requested from our shareholders to attain knowledge and attend the meeting on the specified day and hour.
Note: Pursuant to article 11 of Capital Market Law, our shareholders who hold registered shares continuously traded on stock exchanges or other organized markets shall not have a further notification by registered mail.
TÜRK TELEKOMÜNİKASYON A.Ş.
AGENDA OF ORDİNASRY GENERAL ASEEMBLY MEETİNG
FOR THE YEAR 2009 TO BE HELD ON ON APRİL 06 2010
1. Opening and Election of the Chairmanship Committee;
2. Authorization of the Chairmanship Committee to sign the minutes of the General Assembly Meeting and the List of Attendees;
3. Reading of the Board of Directors annual report for the year 2009
4. Reading of the Audit Board report for the year 2009;
5. Reading of the Independent Audit Company’s report summaries for the year 2009;
6. Reading, discussing and approving of the balance sheet and the profit/loss accounts for the year 2009;
7. Release of the members of Board of Directors from the operations and actions of the Company during the year 2009;
8. Release of the Audit Board members from the operations and actions of the Company during the year 2009
9. Discussing and deciding on the proposal of the Board of Directors regarding dividend distribution for the year 2009;
10. Discussing and deciding on the Board of Directors’ proposal, given pursuant to the recommendation of the Company’s Audit Commitee, offering that the Independent Audit Company Guney Bağımsız Denetim ve SMMM A.Ş. (Ernst&Young) shall continue its audit assignment on the operations and accounts of the Company for the year 2010 as per Article 14 of the Regulation on Independent External Audit in the Capital Markets issued by the Capital Market Board and Article 17/A of the Articles of Association of the Company;
11. Giving information to the General Assembly regarding the code of ethics prepared by the Board of Directors in accordance with the Corporate Governace Principles ;
12. Giving information to the General Assembly regarding the dividend distribution policy in accordance with the Corporate Governance Principles ;
13. Reading the written explanation of the Independent Audit Company on the compliance of the financial statements and other reports with the standards, the accuracy and integrity of the information therein and the non-existence of any issues hindering its or its affiliates’ independency in the services provided to our Company and to its subsidiaries/affiliates in accordance with the Corporate Governance Principles
14. Giving information to the General Assembly regarding the disclosure policy prepared by the Board of Directors;
15. Giving information to the General Assembly regarding the donations made during 2009;
16. Giving information to the General Assembly regarding the transactions made with the related parties during 2009;
17. Giving information to the General Assembly regarding the guarantees, pledges and mortgages provided by the Company to third parties or the derived income or interest thereof, in accordance with the Decision of the Capital Markets Board dated 09/09/2009 and numbered 28/780;
18. Deciding on permitting the members of the Board of Directors to carry out businesses directly or on behalf of others within or outside of the Company’s fields of activity or to participate in companies engaged in such businesses and to perform other acts in accordance with the articles 334 and 335 of the Turkish Commercial Code;
19. Wishes and Closing.
PROXY SAMPLE FOR ORDINARY GENERAL ASSEMBLY MEETING
TÜRK TELEKOMÜNİKASYON A.Ş.
I, hereby designate Mr./Mrs. […………………………………………..] as my representative, authorized to represent me/us, propose, vote and sign the necessary documents on my behalf in line with the instructions given below, at the Ordinary General Assembly Meeting of Türk Telekomünikasyon A.Ş. to be held on Tuesday, 06th of April, 2010, at 10.30 am in the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler-Ankara.
A) SCOPE OF REPRESENTATION
a) The proxy is authorized to vote for all the topics in the agenda in line with his own opinion.
b) The proxy is authorized to vote for the topics in the agenda in accordance with the below instructions.
Instructions (Special instructions shall be written)
c) The proxy is authorized to vote in line with the suggestions of the management of the corporation.
d) In issues that may emerge in the meeting, the proxy is authorized to vote in line with the below instructions. (If there is no instruction, the proxy shall vote freely)
Instructions
B) INFORMATION ABOUT THE SHARE OWNED BY THE SHAREHOLDER
a) Group and serial number:
b) Number:
c) Quantity and Nominal Value:
d) Whether they have voting privileges:
e) Whether they are in registered or in bearer form:
NAME SURNAME OR TITLE OF THE SHAREHOLDER:
SIGNATURE:
ADDRESS:
Note:
1. In Section A, one of the options indicated in (a), (b) or (c) shall be chosen. Explanations shall be made for the options (b) and (d).
2. The signature of the principal shareholder should be certified by a notary public.
3. Our foreign shareholders should submit to the headquarter of our company, the Turkish translations of their proxies which have been notarized by a notary public.
