Turkcell Iletisim Hizmetleri : Announcement Regarding the Dividend Distribution Proposal - Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2024

Commission File Number: 001-15092

TURKCELL ILETISIM HIZMETLERI A.S.

(Translation of registrant's name into English)

Aydınevler Mahallesi İnönü Caddesi No:20

Küçükyalı Ofispark

34854 Maltepe
Istanbul, Turkey

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F  ¨Form 40-F

Enclosure: A press release dated April 5, 2024, announcing the Dividend Distribution Proposal.

Istanbul, April 5, 2024

Announcement Regarding the Dividend Distribution Proposal

As per our Company's Articles of Association and Dividend Distribution Policy; our Company's Board of Directors has taken the decision to submit the distribution of our Company's dividend in a gross amount of TRY 6,276,998,060 equivalent of a gross dividend of TRY 2.8531809 (net TRY 2.5678628) per ordinary share with a nominal value of TRY 1 to the shareholders in cash on December 5, 2024, within the scope of the principles set forth in the legislation to the approval of the Ordinary General Assembly of Shareholders for fiscal year 2023, according to the dividend distribution table which has been prepared for the related fiscal years.

Herewith enclosed are the details of the dividend distribution proposal decision taken, the dividend distribution table and dividend per share.

Proposed Gross Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY)	Proposed Net Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY)	Proposed Cash Dividend Date
2.8531809	2.5678628	05.12.2024

For more information:

Turkcell Investor Relations

[e-mail]

Tel: + 90 212 313 1888

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ANNEX: Board of Directors Dividend Distribution Proposal

The Board of Directors of the Company decided to distribute gross dividend amount of TRY 6,276,998,060- to be paid in cash to our shareholders within the below conditions explained hereunder as part of the resolution:

1.

As a result of the activities of our Company, pertaining to the period between January 1, 2023 and December 31, 2023, our Company's profit, calculated according to the consolidated financial statements, which were audited independently in accordance with the Capital Markets Board Communiqué numbered II-14.1, named "Communiqué Regarding the Financial Reporting in Capital Markets" is TRY 7,878,104,955-,

2.	TRY 12,553,996,121- after tax profit calculated according to the consolidated financial statements shall be taken as the basis for dividend distribution in accordance with "Capital Markets Board Dividend Guide" which was published on 27 January 2014.

3.	As 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 12,553,996,121- is the distributable dividend of the Company, pertaining to year 2023 and TRY 16,473,564,641- calculated by adding TRY 3,919,568,520- 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 ("CMB") Communiqué Serial: II-19.1 on "Dividends" and clauses set in the article of association of our company; TRY 3,294,712,928-, which is 20% of the first dividend basis, amounting to TRY 16,473,564,641- shall be distributed as the first cash dividend, TRY 2,982,285,132- shall be distributed as second cash dividend, and the secondary legal reserve amounting to TRY 616,699,806- shall be separated from the rest of the net distributable current year profit,

a. The amount of TRY 4,691,099,817- within total amount of TRY 6,276,998,060- which shall be distributed in cash, shall be distributed from statutory previous year's profit, TRY 1,339,676,445 shall be distributed from distributable legal reserves and TRY 246,221,798 shall be distributed from current period profit,

b. The withholding tax deductions shall be applicable on the amount to be distributed in cash, TRY 6,276,998,060- as mentioned hereinabove,

c. In this respect, gross amount of TRY 2.8531809- shall be distributed to our shareholders for each share, having a nominal value of TRY 1.- (One Turkish Lira), and hence the aggregate gross amount of dividend distribution in cash shall be TRY 6,276,998,060-.

6.	TRY 5,660,298,254- which is the remaining of the 2023 year's distributable profit after the cash dividend distribution shall be:

a. Regarded as previous year's profit and set aside within the Company,

b. The withholding tax deductions shall be applicable on the amount, which is set aside as 2023 fiscal year's profit, in case such amount shall be subject to redistribution.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TURKCELL ILETISIM HIZMETLERI A.S.
Date: April 5, 2024	By:	/s/ Özlem Yardım
		Name:	Özlem Yardım
		Title:	Investor Relations Corporate Finance Director

	TURKCELL ILETISIM HIZMETLERI A.S.
Date: April 5, 2024	By:	/s/ Kamil Kalyon
		Name:	Kamil Kalyon
		Title:	Chief Financial Officer