Recent developments involving Turkcell AGM
TeliaSonera was aiming for a productive AGM on Friday 29th June, where we would have been able to announce the distribution of dividends for both 2010 and 2011, as well as approving new articles of association and electing more independent Board members, in line with the Capital Markets Board of Turkey's (CMB) requirements.
Unfortunately, the AGM will have to be postponed, as Altimo and Çukurova have failed to agree on some fundamental issues, including who should represent Turkcell Holding at the AGM. This situation at Çukurova Telecom Holding is primarily causing the delay, which we regret.
Being one of the founders of Turkcell and the largest shareholder, we have always been seeking constructive ways forward to the benefit of Turkcell and its shareholders. Since 2010, we have been working towards increasing the number of independent board members to better reflect the free float and improve corporate governance , which is fully in line with CMB’s current requirements. By increasing the number of independent board members, a minority shareholder will not be able to block majority decisions, unless full support of the independent Board members is secured. This is good corporate governance.
Following CMB’s review of the list of nominees and the subsequent decision not to evaluate it due to the absence of a Board resolution, we would like to emphasize that the list of nominated independent Board members was not representing only a certain shareholder, but a wider group including Çukurova with 13.8% ownership and other smaller shareholders in Turkey and abroad. We believe that the 4 independent Board members nominated by TeliaSonera, 3 out of 4 being Turkish, are all very competent, experienced in different fields and independent. We have intended these nominations to be acceptable by all stakeholders, including CMB.
We regret that we cannot move forward as planned on Friday, but we understand CMB’s position and will do our utmost to find a constructive way forward to uphold good governance in Turkcell, yielding the “Jewel of Turkish economy” to further develop both in Turkey and as a regional international mobile operator.