Last updated on April 19, 2014 at 9:20 EDT

Turkcell Annual General Assembly Decisions Dated May 8, 2009

May 11, 2009

ISTANBUL, May 11 /PRNewswire-FirstCall/ — Turkcell (NYSE: TKC, ISE:
TCELL), the leading provider of mobile communications in Turkey, announced
today the following decisions taken at its Annual General Assembly:

1.Akis Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S.,
appointed by the Board resolution no. 641 dated February 27, 2009 was
approved as Turkcell’s independent external audit firm for 2009.

2. Hamit Sedat Eratalar and Ibrahim Alpay Demirtas are appointed as
Turkcell’s statutory auditors for 2009.

3. Members appointed as Turkcell’s Board of Directors for a period of
three years are as follows: Mehmet Emin Karamehmet, Mehmet Bulent Ergin, Aimo
Eloholma, Alexey Khudyakov, Oleg Malis, Tero Erkki Kivisaari (representing
Turkcell Holding A.S.) and Colin J.Williams.

4.As per the dividend proposal in accordance with Board resolution no.
647 dated February 27, 2009, it was decided to distribute TRY1,098,193,226
(approximately US$713.3 million) as cash dividends, which represents a net
and gross cash dividend of TRY0.4991787 (approximately US$0.324226) per
ordinary share with a nominal value of TRY1 (One Turkish Lira).

In this context:

1 – As a result of our Company activities, pertaining to the period
between January 1, 2008 and December 31, 2008, our Company’s profit,
calculated according to the consolidated financial statements which were
audited independently in accordance with the Capital Markets Board Communique
Serial: XI numbered 29, named “Communique Regarding the Financial Reporting
in Capital Markets” is TRY3,016,415,970 (approximately US$1,959.2 million)
and the commercial profit calculated according to the provisions of the
Turkish Commercial Code is TRY3,721,273,637 (approximately US$2,417.0

2 – TRY2,312,800,788 (approximately US$1,502.2 million)after tax profit
calculated according to the consolidated financial statements) shall be taken
as the basis for dividend distribution in accordance with the decree which
was published on 12 January 2009 regarding the “Announcement Regarding
Dividend Distribution Of Profits Related To 2008 Accounting Period” which had
been decided during the meeting of the Capital Markets Board (CMB) dated 09
January 2009
and numbered 1/6.

3 – Within the framework of article 466 of the Turkish Commercial Code
(TCC), it is obligatory to set aside a first legal reserve of up to one fifth
of the paid in/issued capital of a company. The first legal reserve of our
Company set aside in our commercial records amounts to TRY323,585,664
(approximately US$210.2 million) as at 31 December 2008. The one fifth of the
paid in/issued capital of our Company is TRY440,000,000 (approximately
US$285.8 million). Hence, for the year 2008, the first legal reserve that
shall be set aside is TRY116,414,336 (approximately US$75.6 million), which
is the difference between the one fifth of the paid in/issued capital of the
Company, and TRY323,585,664 (approximately US$210.2 million, which is the
first legal reserve amount set aside in the commercial records) as at 31
December 2008

4 – TRY2,196,386,452 (approximately US$1,426.6 million) is the
distributable dividend of the Company pertaining to the year 2008 and is the
difference between TRY2,312,800,788 (approximately US$1,502.2 million), which
is the basis for dividend distribution as stated in the consolidated
financial reports of the Company)and TRY116,414,336 (approximately US$ 75.6
), which is the first legal reserve amount). TRY2,202,953,878
(approximately US$1,430.9 million, which is calculated by adding TRY6,567,426
(approximately US$4.3 million), the aggregate amount of the donations made
during the year and TRY2,196,386,452 (approximately US$1,426.6 million), the
distributable dividend of the Company pertaining to the year 2008) shall be
taken as the first dividend basis.

5 – TRY440,590,776 (approximately US$286.2 million), which is 20% (the
percentage declared by the Capital Markets Board as the minimum dividend
distribution percentage for the year 2008) of the first dividend basis,
amounting to TRY2,202,953,878 (approximately US$1,430.9 million) shall be
distributed as the first cash dividend and the secondary reserve amounting to
TRY98,819,323 (approximately US$64.2 million) shall be separated from the
rest of the net distributable current year profit.

a. The total amount of TRY1,098,193,226 (approximately US$713.3 million),
which shall be distributed in cash, shall be distributed from the previous
years profits.

b. As the total amount of TRY1,098,193,226 (approximately US$713.3
), as mentioned hereinabove which shall be distributed in cash, has
been obtained by the investment incentive utilized within the scope of the
investments made during the period prior to April 24, 2003, and investment
allowance withholding has been calculated on the same amount in this regard,
it shall be distributed without any withholding tax deductions.

c. In this respect, an amount of TRY0.4991787 (approximately
US$0.324226), net and gross, shall be paid in cash equally to our
shareholders for each share, having a nominal value of TRY1 (One Turkish

The aggregate net amount of the cash dividend payment shall be
TRY1,098,193,226 (approximately US$713.3).

6 – TRY2,097,567,129 (approximately US$1,362.4 million) (the remaining
distributable profit after the cash dividend distribution) shall be:

a. Regarded as extraordinary reserves and set aside within the Company;

b. The withholding tax deductions shall be applicable on the amount,
which shall be transferred to the 2009 financial year as extraordinary
reserves, in case such amount shall be subject to redistribution.

7 – The cash dividend payment to our Company’s shareholders shall
commence on May 18, 2009, and shall continue for 15 days in Istanbul Head
Office, Ciftehavuzlar, Izmir and Ankara branches of Finans Yatirim Menkul
Degerler A.S. and also in Central Registry Agency located at Suzer Plaza
Askerocagi Cad. No: 15 K: 2 34367 Elmadag – Sisli Istanbul and shall be made
in exchange of the dividend share denominations for the year 2008, provided
that the physical shares held by the shareholders are registered by the
Central Registry Agency and brokerage house authorized for keeping the shares.

* Based on Turkish Central Bank’s TRY/US$ exchange rate of TRY1.5396 for
May 8, 2009.

EXPLANATORY NOTE: (This note is provided for the convenience of ADR
holders and not part of the decisions taken at the Annual General Assembly of
the Company)

    Please find below the key dates for the ADR holders regarding the cash
dividend distribution:

    US ex-dividend" date        14 May 2009
    US record date              18 May 2009
    US payment date             on or about 29 May 2009


    About Turkcell

Turkcell is the leading communications and technology company in Turkey
with 37.0 million postpaid and prepaid customers as of December 31, 2008
operating in a three player market with a market share of approximately 56%
as of December 31, 2008 (Source: operators’ announcements). In addition to
high-quality wireless telephone services, Turkcell currently offers General
Packet Radio Service (“GPRS”) countrywide and Enhanced Data Rates for GSM
Evolution (“EDGE”) in dense areas, which provide for both improved data and
voice services. Turkcell provides roaming with 609 operators in 202 countries
as of February 17, 2009. Serving a large subscriber base in Turkey with its
high-quality wireless telephone network, Turkcell reported US$7.0 billion net
revenue for the year ended December 31, 2008 as per IFRS financial
statements. Turkcell has interests in international GSM operations in
Azerbaijan, Belarus, Georgia, Kazakhstan, Moldova, Northern Cyprus and
Ukraine. Turkcell has been listed on the NYSE (“New York Stock Exchange”) and
the ISE (“Istanbul Stock Exchange”) since July 2000 and is the only NYSE
listed company in Turkey. 51.00% of Turkcell’s share capital is held by
Turkcell Holding, 0.05% by Cukurova Group, 13.07% by Sonera Holding, 2.32% by
M.V. Group and 0.08% by others while the remaining 33.48% is free float.

    For further information please contact Turkcell

    Corporate Affairs
    Koray Ozturkler, Chief Corporate Affairs Officer
    Tel: +90-212-313-1500
    Email: koray.ozturkler@turkcell.com.tr

    Nihat Narin, Investor and International
    Media Relations
    Tel: +90-212-313-1244
    Email: nihat.narin@turkcell.com.tr

    Filiz Karagul Tuzun,
    Corporate Communications
    Tel: +90-212-313-2304
    Email: filiz.karagul@turkcell.com.tr

SOURCE Turkcell

Source: newswire