TeliaSonera regrets the postponement of the Turkcell AGM and supports distribution of dividends
TeliaSonera regrets the postponement of the Turkcell AGM and provides its full support to distributing dividends for both 2010 and 2011 to the shareholders, as well as adding more independent members to the Board of Directors.
“The decision to distribute dividends for 2010 is long overdue and we regret that shareholders have to continue waiting for their rightful dividend payments. The reason for the delay is that a shareholders’ meeting has not been successfully completed since 2010, as one of the main shareholders, Cukurova, are blocking important decisions,” says Cecilia Edström, Senior Vice President and Head of Group Communications.
The Turkcell shareholders’ meeting failed to convene today, as there was no quorum. This is due to the fact that Cukurova and Altimo have failed to agree on a number of important issues. As shareholders in Cukurova Telecom Holding, Altimo and Cukurova are bound by a shareholders’ agreement that prevents each party from voting on matters of importance to Turkcell, unless both parties agree. Cukurova and Altimo together represent a majority of the votes in Turkcell Holdings, which represent 51 percent of the votes in Turkcell, and as they could not agree there was no quorum at the Turkcell AGM.
“We regret these developments and believe that increasing the number of independent Board members to four out of ten members would significantly improve corporate governance in Turkcell, fully in line with CMB’s requirements. However, this has been consistently rejected by Cukurova, as it would undermine their blocking position. By increasing the number of independent board members to four out of ten and applying a simple majority, Cukurova acting alone would no longer be able to block majority decisions at the Board. This is clearly not in their interest, but it is good corporate governance”, says Cecilia Edström.
TeliaSonera will do its utmost to make sure that dividends can be paid, the articles of association changed and more independent Board members elected, in line with CMB’s requirements. The three main shareholders, Altimo, Cukurova and TeliaSonera, have agreed to apply to the CMB for an extension of the deadline for implementing the new regulations in Turkcell, until the legal disputes between Altimo and Cukurova have ultimately been resolved and the parties are no longer bound by their shareholder agreement, which is expected towards the end of this year.
TeliaSonera AB discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The information was submitted for publication at 11 a.m. CET on June 29, 2012.