Section 1-Shareholders

Representatives of the Investor and International Media Relations Department within the Turkcell organization, pursuant to existing regulations, hold regular meetings with analysts and investors to share developments in Company strategy and operations, and the market, industry and legal environment in which it operates. In addition, Turkcell management regularly holds meetings with media representatives to share publicly available information and to answer questions.

An Investor Relations Department has existed since Turkcell's initial public offering. The Investor and International Media Relations Department functions under the Executive Officer in charge of Corporate Affairs. It monitors all disclosures to the public in accordance with Turkcell's Disclosure Policy that seeks to provide information to the public in a timely, accurate, complete, understandable and equal manner. Detailed contact information of the Investor and International Media Relations Department can be found on our Company's website (www.turkcell.com.tr) and under the Investor Relations heading in the Annual Report.

Verbal and written questions submitted to this department are answered within the context of publicly disclosed information as quickly as possible.

The Company, in accordance with best practices, has a Disclosure Committee responsible for the Company's disclosures in accordance with applicable regulations, and a Disclosure Team charged with ensuring that material information is shared within the Company.

In compliance with Article 8 of Series: IV, No. 41 "Communiqué Regarding the Principles that apply to Public Companies" issued by the Capital Markets Board, at Turkcell a Capital Markets and Corporate Governance Compliance Officer was appointed in February 2009 pursuant to a Board of Directors decision and Capital Market Corporate Governance Compliance Unit was established in May 2009, for the purposes of:

• Ensuring company compliance with capital market regulations and
• Coordinating corporate governance practices of the Company.

In order for shareholders to obtain information concerning the Company easily and without discrimination, all publicly disclosed information is available on our website (www.turkcell.com.tr) in Turkish and English in the Investor Relations section for the use by Turkish and foreign shareholders equally. In addition, all public announcements are distributed by e-mail to addresses registered in the Company's database. Inquiries, verbal or written, made to the Investor and International Media Relations Department are replied to as quickly as possible within the scope of publicly disclosed information.

Provisions for appointment of a special auditor have not been included in the Company's Articles of Association. During this reporting period, no requests for appointment of a special auditor were submitted.

The Company makes disclosures when the Board of Directors take a decision regarding the General Assembly Meeting and its agenda and in addition regarding the resolutions of the General Assembly following the General Assembly meeting. The Ordinary General Assembly met on April 29, 2010 with a quorum of 74.18%. The participants of the General Assembly included shareholders and their representatives submitting blockage letters within the legal period, the Board of Directors, statutory auditors, chief executive officer, deputy executive officers, and the staff organizing the General Assembly. The invitation to attend the meeting was published in the Turkish Trade Registry Gazette and national newspapers. At the same time, invitations were issued to shareholders in foreign countries. For owners of registered shares, invitations were extended by registered letter with return receipt, as the law requires.

In accordance with the Turkish Commercial Code, applications were received from shareholders of publicly traded shares up to one week before the meeting. During the General Assembly, shareholders exercised their right to ask questions and these were answered by the executive officers. All matters advised by shareholders were duly recorded in the minutes and these minutes were registered and announced in the Bulletin of Turkish Trade Registry. In addition, the Extraordinary General Meeting planned to be held on October 20, 2010 could not convene due to the provisions of related legislations since the Government Commissioners failed to show up.

Pursuant to the Articles of Association of the Company, there are no privileged shares in terms of decision-making and voting rights. Apart from the independent member currently on the Board of Directors, shareholders possessing shares greater than 5% are represented, while minority shareholders are not. With regard to the Company's capital, there is no mutual participation. The CMB Communiqué concerning the right to exercise cumulative voting is optional for the Publicly Traded Companies and this voting method has not been used as yet.

We have adopted a dividend policy, which is included in our Corporate Governance Guidelines. As adopted, our general dividend policy is to pay dividends to shareholders with due regard to trends in our operating performance, financial condition and other factors. Since 2004, the Board of Directors has endeavored to distribute cash dividends of at least 50% of our distributable net profits per fiscal year, although the payment of dividends remains subject to our cash flow requirements, applicable Turkish laws and the approval of, or amendment by, the Board of Directors and the General Assembly of Shareholders.

The Dividend Distribution Policy adopted by the Board of Directors is published in the annual report of the company as well as on its website (www.turkcell.com.tr) under Corporate Governance in the Investor Relations Section.

In accordance with our Articles of Association, there are no privileged shares and no privileges for dividend distribution. Dividend distributions are made within the periods and in line with the principles stipulated by CMB regulations.

While there is no limitations in the Articles of Association of our Company with respect to the transfer of shares, Provisional Article 4, paragraph c, sentence 4 of the authorizing regulations relating to the Electronic Communication Sector, to which Turkcell is subject, makes states that the written approval of the Information and Communication Technologies Authority is required for "actions of gaining or transferring or movement of shares which shall result in change of control."