TeliaSonera takes legal action to call off Turkcell's EGM
TeliaSonera applies for a preliminary injunction against the call for Turkcell's Extraordinary General Shareholders Meeting (EGM). TeliaSonera considers that no valid legal grounds exist for this calling by one of Turkcell's statutory auditors and requests that the court declare the call null and void.
TeliaSonera has today filed a request for a preliminary injunction for the suspension of the convening of the EGM of Turkcell Iletisim Hizmetleri A.S. on 30 October 2003, called upon the unlawful invitation of one of its statutory auditors based on Article 355 of the Turkish Commercial Code.
According to Turkish law, the statutory auditor of a Turkish company has an exceptional right to call for an EGM only when certain objective and legally-recognized "urgent and compulsory" circumstances exist, such as the death or resignation of board members, the non-performance of board of directors' duties or the non-attendance of board members to the board meetings. TeliaSonera does not consider that such "urgent and compulsory" circumstances exist with respect to Turkcell.
On the contrary, Turkcell's board has convened and made decisions on a regular basis, and Turkcell has functioned properly and performed profitably. Recently, certain investments in Cukurova Group media companies have been presented to the Turkcell board for its consideration and the board has yet to decide upon the rationale and the proposed terms of these related-party transactions. The TeliaSonera representatives will remain committed to the best interests of Turkcell and all of the Turkcell shareholders in their consideration of these matters in Turkcell board.
On September 1, Turkcell announced that an EGM will be held on October 30, 2003 in Istanbul to elect all seven members of Turkcell Board of Directors. In its notice to Turkcell, one of the company's two statutory auditors stated that the Extraordinary Shareholders Meeting was being called "due to the Board of Directors being unable to agree upon important and strategic decisions for Turkcell".
Esko Rytkönen, Senior Vice President, TeliaSonera International, tel. 358 2040 58632
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