As filed with the Securities and Exchange Commission on April 20, 20128, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 20112012

OR

For the transition period from            to

OR

Date of event requiring this shell company report                    

Commission File Number: 1-15092

TURKCELL ILETISIM HIZMETLERI A.S.

(Exact Name of Registrant as Specified in Its Charter)

TURKCELL

(Translation of Registrant’s Name into English)

Republic of Turkey

(Jurisdiction of Incorporation or Organization)

Turkcell Plaza

Mesrutiyet Caddesi No: 71

34430 Tepebasi

Istanbul, Turkey

(Address of Principal Executive Offices)

Mr. Nihat Narin

Telephone: +90 212 313 1244

Facsimile: +90 212 292 9322

Turkcell Plaza

Mesrutiyet Caddesi No: 71

34430 Tepebasi

Istanbul, Turkey

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares, Nominal Value TRY 1.000                                2,200,000,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x                Accelerated Filer  ¨                Non-Accelerated Filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨    International Financial Reporting Standards as issued by the International Accounting Standards Board  x    Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Table of Contents

INTRODUCTION

This is the 20112012 annual report for Turkcell Iletisim Hizmetleri A.S. (“Turkcell”), a joint stock company organized and existing under the laws of the Republic of Turkey. The terms “Company,” “we”, “us”, “our”, and similar ones refer to Turkcell, its predecessors, and its consolidated subsidiaries, except as the context otherwise requires.

Our audited consolidated financial statements as of December 31, 20112012 and 20102011 and for each of the years in the three-year period ended December 31, 20112012 included in this annual report have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The SECSecurities and Exchange Commission (“SEC”) has adopted rules accepting filings from foreign private issuers that include financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to accounting principles generally accepted in the United States, or U.S. GAAP, as was previously required. As we believe that we meet the relevant criteria to avail ourselves of this SEC rule, we have ceased providing such reconciliation as part of our consolidated financial statements.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not total exactly. In this annual report, references to “TL”, “TRY” and “Turkish Lira” are to the Turkish Lira, previously called the “New Turkish Lira” from 2005 through 2008; and references to “$”, “U.S. Dollars”, “USD”, “U.S. $” and “cents” are to U.S. Dollars and, except as otherwise noted, all interest rates are on a per annum basis. In this annual report, references to “Turkey” or the “Republic” are to the Republic of Turkey. “Counters” are the units we used with our subscribers until April 2010 to measure airtime. As of April 2010, we measure our airtime in TRY rather than counters.

Statements regarding our market share and total market size are based on the Information and Communication Technologies Authority’s (“ICTA”) or operators’ announcements, and statements regarding penetration are based on the Turkish Statistical Institute’s (“TUIK”) announcements pertaining to the Turkish population. Furthermore, statements regarding our 2G coverage are based on the ICTA’s specifications as well as the TUIK’s announcements, and statements regarding our 3G coverage are based on the 3GPP TS 25.101ICTA’s 3G coverage calculation specifications for outdoor coverage.issued on April 25, 2012.

References to the Information and Communication Technologies Authority or the ICTA include its predecessor entity, the Telecommunications Authority.

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this annual report, including, without limitation, certain statements regarding our operations, financial position, and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, or similar statements.

Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we can give no assurance that such expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Important factors that

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could cause actual results to differ materially from our expectations are contained in cautionary statements in this annual report, including, without limitation, in conjunction with the forward-looking statements listed below, and include, among others, the following:

All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

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Not Applicable.

Not Applicable.

3.A Selected Financial Data

Our audited consolidated financial statements as of December 31, 20112012 and 20102011 and for each of the years in the three-year period ended December 31, 20112012 included in this annual report have been prepared in accordance with IFRS as issued by the IASB.

The following information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects,”Prospects”, our audited consolidated financial statements as of December 31, 20112012 and 20102011 and for each of the years in the three-year period ended December 31, 2011,2012, and the related notes appearing elsewhere in this annual report.

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The following table presents our selected consolidated statementstatements of operations, balance sheet and cash flow data as of and for each of the years in the five-year period ended December 31, 2011,2012, presented in accordance with IFRS as issued by the IASB which have been derived from our audited consolidated financial statements as of and for the years ended December 31, 2012, 2011, 2010, 2009 2008 and 2007.2008. The information appearing under the caption “Other Financial Data” is not derived from the audited financial statements.

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Adjusted EBITDA is a non-GAAP financial measure that equals profit for the period attributable to the equity holders of the Company before finance income, finance costs, income tax expense, other income, other expense, monetary gain, share of profit of equity accounted investees and depreciation and amortization. Our management reviews Adjusted EBITDA as a key indicator each month to monitor our cash generation ability and liquidity position. Net income is generally considered by our management as the main indicator for our operating performance. Adjusted EBITDA is not a measurement of liquidity under IFRS as issued by the IASB and should not be construed as a substitute for profit for the period as a measure of performance or cash flow from operations as a measure of liquidity.

We believe Adjusted EBITDA, among other measures, facilitates liquidity comparisons from period to period and management decision making. It also facilitates liquidity comparisons from company to company. Adjusted EBITDA as a liquidity measure eliminates potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact of changes in effective tax rates on periods or companies) and the age and book depreciation of tangible assets (affecting relative depreciation expense). We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties in evaluating the liquidity of other mobile operators in the telecommunications industry in Europe, many of which present Adjusted EBITDA when reporting their results.

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Nevertheless, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for analysis of, our results of operations, as reported under IFRS as issued by the IASB.

Some of these limitations are:

We compensate for these limitations by relying primarily on our results under IFRS as issued by the IASB and using Adjusted EBITDA measures only supplementally. See “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements contained elsewhere in this annual report.

The following table provides a reconciliation of Adjusted EBITDA, as calculated using financial data prepared in accordance with IFRS as issued by the IASB, to net cash from operating activities, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.

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The following table presents selected operational data:

Operating Results

Exchange Rate Data

The Federal Reserve Bank of New York does not report, and historically has not reported, a noon buying rate for the Turkish Lira, which was previously called the “New Turkish Lira” from 2005 through 2008. For the convenience of the reader, this annual report presents translations of certain Turkish Lira amounts into U.S. Dollars at the relevant Turkish Lira exchange rate for purchases of U.S. Dollars at the TRY/$$/TRY exchange rate announced by the CBRT. As of January 1, 2006, any balance sheet data (monetary or non-monetary), except for equity items in U.SU.S. Dollars derived from our consolidated financial statements, are translated from Turkish Lira into U.SU.S. Dollars at exchange rates at the balance sheet date. Income and expenses for each income statement except foreign operations in hyperinflationary economies (including comparatives) are translated to U.S. Dollars at monthly average exchange rates.

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The income and expenses of foreign operations in hyperinflationary economies are translated into USD at the exchange rate as of the reporting date. Prior to translating the financial statements of foreign operations in hyperinflationary economies (Republic of Belarus), their financial statements for the current period are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the reporting date. Unless otherwise indicated, the TRY/$$/TRY exchange rate used in this annual report is the TRY/$$/TRY exchange rate in respect of the date of the financial information being referred to. As stated in the annual monetary and exchange rate policy announcements of the CBRT, which have been published since 2002, the foreign exchange rate is not a policy tool or target; it is determined by the supply and demand conditions in the market. Along with inflation targeting, the CBRT announced that it will continue the implementation of the floating exchange rate regime in 2012.2013.

The following table sets forth, for the periods and the dates indicated, the CBRT’s buying rates for U.S. Dollars. These rates may differ from the actual rates used in preparation of our consolidated financial statements and other information appearing herein. The TRY/$$/TRY exchange rate on April 1, 2012March 15, 2013 was TRY 1.7731.8129 = $1.00.

Source: CBRT

Source: CBRT

No representation is made that Turkish Lira or the U.S. Dollar amounts as presented in this annual report could have been or could be converted into U.S. Dollars or Turkish Lira, as the case may be, at any particular rate. Changes in the exchange rate between Turkish Lira and U.S. Dollars could affect our financial results. For a discussion of the effects of fluctuating exchange rates on our business, see “Item 5A. Operating Results”.

3.B Capitalization and Indebtedness

Not applicable.

3.C Reasons for the Offer and Use of Proceeds

Not applicable.

3.D Risk Factors

The following is a discussion of those risks that we believe are the principal material risks faced by our Company and its subsidiaries. No assurance can be given that risks that we do not believe to be material today will not prove to be material in the future. Consequently, the risks described below should not be considered to be exhaustive.

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Our activity is concentratedThe majority of our revenue comes from our operations in the Turkish telecommunications market, which is highly competitive. DevelopmentsTurkey. Competition in this market are likely tomay adversely affect the growth of our business and our results of operations.financial condition.

The majority of our revenue comes from our operations in Turkey and, thus, the growth and development of our business is mainly dependent to a large extent, on the development of the Turkish mobile telecommunications market. IfIn this market, we currently face intensifying competition from two other mobile operators, Vodafone Telekomunikasyon A.S. (“Vodafone”) and Avea Iletisim Hizmetleri A.S. (“Avea”), and from the competition in the Turkish mobileincumbent fixed line telecommunications market intensifies, or if the market slows or develops in unexpected ways, this could harm our business and results of operations. Furthermore, continuedoperator, Turk Telekomunikasyon A.S. (“Turk Telekom”). Continued price and higher incentive driven competition has, and will continue to, put pressure on our prices, market shares and margins,profitability, as well as our liquidity. If the competition further intensifies, or the market slows or develops in unexpected ways, this could harm our business and financial condition.

Actions by Turkey’s principal telecommunications regulator, the ICTA, have interfered, and willmay continue to interfere, with our ability to price our services and respond to competitive pressures. Regulatory actions such as the introduction of mobile number portability in 2008, the ICTA’s regulation of our retail pricing and the ICTA’s ongoing pressure on interconnection rates and maximum prices have also been, and will likely continue to be, a significant factor in shaping the development of the Turkish market and in our ability to respond to changes in the market. TheIn addition, regulatory interventions, inwhich have often favored the past yearscompetitors, have increased the competition. Moreover, sub-brand initiatives of the existing mobile operators, and new licenses and authorizations issued by the regulator such as Fixed Telephony Service (“FTS”) and Mobile Virtual Network Operator (“MVNO”) licenses have made it easier and/or more attractive for new direct and indirect competitors to enter the market.

In addition, the Turkish telecommunications market, we currently face competition from two other mobile providers, Vodafone Telekomunikasyon A.S. (“Vodafone”) and Avea Iletisim Hizmetleri A.S. (“Avea”), and from Turk Telekomunikasyon A.S. (“Turk Telekom”),development in Turkey of applications which make use of the historic fixed-line telecommunications operator in Turkey. The competition, in recent years, has intensified and increasingly focused on the postpaid segment, which is where we derive the majorityinternet as a substitute for some of our revenues,more traditional services, such as messaging and also on price, leading to commoditization of the market. In particular, Mobile number portability (“MNP”) introduced in 2008, has been accompanied by lower pricesvoice, and high incentives for subscribers to change operators, which has further increased pressure and has made it more difficult to retain customers. These factors have, and may continue to, contribute to increased churn rates as well as higher acquisition and retention costs, and may have a significant impact on both Turkcell and the market. Moreover, the fixed line incumbent has a significant competitive power in its own market and tax advantages over the mobile business, and potential regulatory developments may favor fixed line operators.

In addition, competition from new technologies such as Internet Protocol Television (“IPTV”), Voice over Internet Protocol (“VoIP”), wi-fi, wide-band wireless (“WIMAX”) and converged offers may provide an alternative to mobile,could erode our revenues. Reduced demand for bothour core services of voice, messaging and data transmission, and could result in a decrease insignificantly impact our revenues.

In addition to the competition in the Turkish telecommunications market, other developments in the market could harm our business and results of operations. The size and usage patterns of our future subscriber base will be affected by a number of factors outside of our control, which may include: general economic and political conditions; laws, regulations and other means of governmental intervention in the telecommunications sector; development of, and changes to, the mobile market; further intense competition due to aggressive price offers; the availability of coverage, customer service quality and cost to the subscriber of competing mobile services; and improvements in the quality and availability of fixed line telephone services in Turkey.profitability.

With regardsrespect to our terminal offers, we may increase our focus in this segment depending on market dynamics and global trends. There may beterminals, there is a greater emphasis on terminal bundled offers, and handsetdevice subsidies have been used at times in the Turkish mobile market. Increased incentives and subsidies in the market which may influencelead us to increase the incentives we provide our customers. Furthermore, the competition in the terminal marketcustomers and may increase as more complex terminals become available at lower prices. Additionally, any regulatory developments that may impact operators’ offerings of contracted terminal campaigns, increases in certain taxes,bad debt expenses, thus impacting our profitability. Potential changes in foreign exchange rates,consumer behavior due to new business models, usage trends, changes in interest rates,taxation, increasing penetration of terminal bundled offers and macroeconomic and regulatory changes in banking regulations that could lead to a decrease in credit card limits, supply chain difficulties faced by our vendors and delays resulting from higher demand for, and inadequate supply of, Turkcell branded devices or terminals we promote and user support allocations couldmay adversely affect our business.revenues and may increase our bad debt expenses. In addition, mass subsidizationwe are dependent on certain distributors for products, such as terminals, and the failure of tablets that only have wi-fi connection could negatively impactany of our 3G business.distributors to supply products to our distribution channel, and at the level of quality we require, may adversely affect our business and financial condition.

Our growth strategy for growth is partly dependent on new investment opportunities, which could affect our business and results of operations,financial condition, and the return on our investments cannot be guaranteed.

In addition to growing our existing business as a leading communications and technology company, our strategy for growth is toinvolves selectively seekseeking and evaluateevaluating new investment opportunities and participateparticipating in those meeting our criteria. We are open tomay consider launching greenfield operations, as well as forming alliances, which may include management service agreements, and conducting mergers and/or acquisitions, that will contribute to our economies of scale and create synergies, both inside and outside of Turkey. These opportunities may be in the area of mobile telecommunications and services,or fixed line operationtelecommunications and services, convergence and in other areas, such as providing as an MVNO under our Turkcell Europe brand, mobile voice and data services in Germany targeting the local Turkish population as well as other mobile users with close ties to Turkey. We may replicate this business model in other European countries with Turkish populations.an MVNO. In addition, we may consider new business opportunities outside of the scope of our core business such as the “games of chance business”. In the context of our evaluation of potential investment opportunities within the regions we target for international expansion, Turkcell has, from time to time, considered opportunities in countries in Eastern Europe, the Balkans, and the Middle East and North Africa (“MENA”MEA”), and may consider such opportunities in the future. We may participate in additional public tenders for new licenses or the privatization of public telecom companies as well as in private sale transactions in emerging markets to pursue investment opportunities in line with our growth strategy.

In pursuit of our growth strategy, our management may divert attention and/or cash resources away from other ongoing business concerns, which could harm our business and results of operations if our acquisitions are not successful or if we miss opportunities or threats in our existing businesses. Furthermore, we may miss entering new businesses by underestimating opportunities/overestimating threats, or may enter businesses that cause high value erosion in our core business by overestimating opportunities/threats.

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In addition, new investments may not provide expected returns or returns that are in line with those of our core business, which may cause high value erosion in our core business. In many of the markets and businesses in which we have invested or may invest, it may take several years and significant investments to achieve desired profitability, if at all.

Furthermore, for acquisitions outside of Turkey, current and future U.S. and international laws and regulations, as well as legal and regulatory actions, targeting the country andcertain countries, local companies and individuals may curtail our ability to do business in that countryaffected countries and may impede our exercise of control. Turkcell itself, as well as certain of its key employees (notably those who are U.S. citizens), could be subject to sanctions under such laws and regulations. Some of the countries and companies in which we have contemplated making investments and in which we may from time to time consider opportunities, such as Iran, Libya and Syria, and certain individuals involved in such companies, have been the specific targets of the aforementionedsuch laws and regulations. Investors may be reticent to invest in a company doing business in such countries or other countries that may be at risk due to the political instability in the MENAMEA region. These factors could have an adverse effect on the demand for our shares.

LawsRegulatory decisions and regulations and the manner in which they and our licenses are interpreted have had and maychanges in the future have an impact on us, and non-compliance with such laws and regulations and licensesregulatory environment could have a material adverse effect onadversely affect our business and results of operations.financial condition.

We operate in an industry that is subject to extensive regulation. This is trueregulation, in virtually all of our businesses, in the Turkish marketTurkey and in all of the other countries in which we operate. Compliance with new and existing laws regulations and regulatory orders, as well as with the terms of the licenses under which our businesses are operated,regulations has had and is likely to continue to have a significant impact on the ways in which we do business. This may include but is not limited to the impact on our ability to set our pricing on our competitive position, on our ability toand offer new and existing services, on customer use of our services, and more generally on the way in which we do business.handle and store customer data, the terms of our subscriber contracts and the way we can communicate with customers. Furthermore, the laws, regulations, regulatory orders and licenses under which we operate are subject to interpretation and enforcement by regulators with which we are not always in agreement. ComplianceComplying with laws, regulations regulatory ordersmay be costly, and licenses and

related regulatory actions has had and in the future is likely to have a significant effect on our business and results of operations, in many cases adverse. Failurefailure to comply may lead to significant penalties, adverse publicity and the loss of licenses and could adversely affect our business and results of operations.financial condition. For more information on regulation and how it may impact our business, see “Item 4.B. Business Overview—Regulation of the Turkish Telecommunications Industry”.

In Turkey, we are subject in particular to the Electronic Communications Law No. 5809 (the “Electronic Communications Law”), which came into force in 2008. This law significantly expanded the regulatory powers, duties and authority of the ICTA, effectively authorizing the ICTA to intervene in and to audit our activities more strictly, thereby limiting our ability to challenge such actions on the basis of lack of authority. Numerous regulations have been published under this law and more are expected. No assurance can be given that these new regulations or the actions of the ICTA will be satisfactory to us.

Pricing is one of the key areas in which we are subject to regulation. The actions of the ICTA and the Ministry of Transport, Maritime Affairs and Communications in our voice, SMS, data, roaming and interconnection pricing have, and will continue to, negatively affect our pricing and our ability to design and launch campaigns and offers and, consequently, have had and will continue to have a negative impactadversely affect our business and financial condition. For instance, on March 13, 2013, the ICTA decided to increase the minimum tariff to be applied by Turkcell and to set the minimum price for SMS, which is likely to adversely affect our business.competitive position, and thus, our financial condition and outlook for 2013. For more information, see “Item 4.B. Business Overview—Regulation of the Turkish Telecommunications Industry”.

Recently, certain new regulations have either come into effect or have been enacted and will come into force in the near future, includingIn addition, recent regulations regarding quality of service, the sharing of our infrastructure, and the protection of personal data and electronic commerce each ofare among those regulations which may have an adverse effect on various aspects of our business. The regulation on quality of service has introduced new and important obligations with respect to call center operation service quality, call service quality, and quality of service reporting requirements. Complying with these new regulationsThe regulation on quality of service may be costly, and non-compliance mayalso lead to adverse publicitytighter coverage requirements than those specified in our license agreements and brings new definitions such as metropolitan area coverage. Moreover, the impositionnew Metropolitan Law, introduced in December 2012, also increased the number of penalties.metropolitan municipalities and extends some of those borders, which has led to increased coverage obligations. In addition, under new regulations, we may be required to share some of our infrastructure, and networksuch as antennas, with our competitors, and to offer national roaming to their subscribers, which could adversely affect our ability to maintain a competitive edge. Finally, new laws have been enacted regarding

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Any downturn in the protection of personal dataeconomy and electronic commerce, and new regulations oninstability in the protection of personal data are also being considered. These new measures will affect the way we handle and store data, and may also affect the terms of our subscriber contracts and the way we can communicate with customers, in particular by SMS. This could require us to incur compliance costs and could limit our ability to use SMS for marketing purposes.

Economic and political developmentsenvironment in Turkey and internationally may have had, and may continue to have, a materialan adverse effect on our business consolidatedand our financial condition, results of operations or liquidity.condition.

With a substantial portion of our revenues, assets and business derived from and located in Turkey, and denominated in Turkish Lira, adverse developments in the Turkish market are likely to have a material adverse effect on our business consolidatedand financial condition and results of operations. Additionally, potential changes in consumer behavior due to new business models, usage trends and macroeconomic and regulatory changes may adversely affect bad debt.condition.

TheIn our view, the biggest threats to the global economy, including Turkey, in 2012, in our view,2013, are the European sovereign credit crisis and the potential contagion risk to other EUsustainability of global economic growth, high debt levels in developed countries, high oil prices related to civil unrest andU.S. fiscal uncertainty, continued Eurozone recession, political instabilitybreakdown in the MENA,Eurozone, geopolitical risks in the inflation risk in emerging markets, monetary conflict between EuropeMiddle East region and the U.S., the U.S. fiscal problem, risks of a hard landing for the Chinese and Indian economies, and funding concerns with respect to emerging markets.unwinding accommodative policy by major central banks.

The Turkish economy grew around 8.5%by 2.2% in 2011. However in 2012, the growth outlook has become more challenging due to tighter credit conditions, a weaker Turkish Lira and signs of setbacks in global economic outlook.2012. Given its large external financing needs, Turkey seems to be more vulnerable than most of its peers to adverse external shocks which raises downside risks to the growth projections.

and sudden drops in capital inflows. The medium-termmedium term risks for the Turkish economy in our view, relate to the high current account deficit, lack of long-term, quality financing and deteriorationfurther acceleration in inflation expectations. Turkey’s economy has been running large external imbalances since late 2009 andcredit growth.

As the current account deficitSyrian conflict continues with no immediate solution on the horizon, Turkey remains vulnerable to pose significant downside risks, especially given the rising oil prices and deepening crisis in Europe. In the near term, it is expected that TRY funding rates will remain high. Inflation is likely to remain high due to the weak Turkish lira and a long-standing gap between inflation targets and expectations. The latest CBRT expectation survey indicates that consumer inflation is likely to be 7.2% at the end of 2012, higher than the CBRT’s target of 5.2%.

Political risks have also increased, especially with regard to Syria. Violence in neighboring Syria may escalate into a broader sectarian conflict in the Arab world.geopolitical risks. Clashes in the southeast, the dispute between Turkey and Cyprus over gas drilling, unrest near the southern border (Syria) and tension with Israelin the Middle East region are the most important political risks in Turkey. In 2013, the preparation of a new constitution will likely be the main local political focus. Moreover, Turkey will enter an extended electoral period, with municipal elections in 2013, presidential elections in 2014, and parliamentary elections in 2015.

We hold interests in several companies that may expose us to various economic, business, political, social, financial, liquidity, regulatory and legal risks and may not provide the benefits that we expect, and our pursuit of acquisition opportunities may increase these risks.

Our investments in subsidiaries and associated companies within Turkey and internationally could expose us to economic, political, social, financial, regulatory and legal risks. The Turkcell Group has investments in Azerbaijan, Georgia, Kazakhstan, Moldova, the Turkish Republic of Northern Cyprus, Ukraine, Belarus and Germany and has operations or business activities that involve other emerging markets. Furthermore, through our subsidiaries in Turkey and internationally, we engage in businesses outside of the scope of our core mobile business. These other businesses are subject to risks that are in some respects different from those of our mobile business.

In addition to entering into new business areas in Turkey, we have also entered into and are exploring new investment opportunities, primarily in emerging markets such as the CIS region, Eastern Europe, the Middle East, the Balkans and North Africa. Along with Turkey, these countries are generally considered by international investors to be emerging markets. This includes countries in which we establish or operate mobile communications networks, as well as those through which we route cables or that we otherwise rely on for the transfer of data. Their legal systems, including telecommunications regulations, and economies are relatively underdeveloped their economies have only recently begun to open to market principles and their respective institutions and commercial practices are weaker and less developed. Some of these countries also suffer from relatively high rates of fraud and corruption. For example, allegations have been made regarding improper payments relating to the operations of KCell, a mobile operator in Kazakhstan and 51% subsidiary of Fintur Holdings B.V., in which we hold a 41.45% stake, while TeliaSonera holds the remainder. The allegations were discussed by Turkcell’s Board of Directors, which requested an independent investigation of the allegations made. TeliaSonera initiated an independent investigation as agreed by the Fintur Board. The Turkcell Board has been informed that to date there hassuch allegations have not been substantiated any such allegations and the Fintur Board informs us that it has completed its own investigation. Since no assurance can be given that there will not be further requests for investigation, we remain vigilant on this matter.

The continuity and viability of our operations in these countries and their value in our financial statements may be affected by a number of factors, including political, economic or legal developments and changes to the telecommunications market. On the economic front,For instance, in Ukraine, where we operate through our subsidiaries, Limited Liability Company Astelit (“Astelit”), LLC Global (call center) and LLC UkrTower (“UkrTower”) (tower infrastructure service provider company), there is a currency devaluation risk as the country has a

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large current account deficit and high external funding needs. Although downside economic risks have been reduced, macroeconomic stability is also still fragile in Belarus. The country remains vulnerable to global shocks which may trigger renewed weakness on the government has not satisfied IMF requirements due to populist politics in advance of a general election in October 2012. New regulations were adopted in 2011 relating to mobile number portability, significant market powerexternal account and interconnection and no assurance can be given that these regulatory developments will be favorable to our operations and financial condition. In addition, the landscape in the competitive Ukrainian telecommunications market is changing as the merger between two of our competitors, Beeline and Kyivstar, has been completed.

Furthermore, the granting of a 3G license to Ukrtelecom and uncertainty relating to certain legal amendments has resulted in the introduction of an additional mobile operator in the market (Utel, Ukrtelecom’s subsidiary). Moreover, Ukrtelecom was sold to a private entity. The acquisition of control of Ukrtelecom or Utel who owns the only 3G license by another operator could give that operator a significant competitive advantage. If a 3G and/or LTE license were to be made available, we would consider submitting a bid, but no timetable has been announced. If successful, the associated costs would increase our Ukrainian financing needs, which could in turn require us to consider new sources of funding or the extension of existing sources. If we are not successful in the pursuit of such a license, because, for example, the cost is prohibitive and/or the number of licenses available is limited, we could find ourselves at a competitive disadvantage in this market.BYR depreciation.

In addition, in some countries, we hold our stake in our subsidiary with another shareholder and sometimes we are a minority shareholder. Should there be a disagreement between us and other shareholders in the future, the ability of our subsidiary’s management to move forward with its business plan may be affected. If issues arise with respect to a subsidiary, no assurance can be given that it will be able to take the course of action we believe is appropriate.

Furthermore, some of the countries in which we have businesses or would consider investing, and the companies and individuals that we come into contact with, may be the target of U.S. and international sanctions. There can be no assurance that political, legal, economic, social or other actions or developments in these countries or involving such companies and individuals will not have an adverse impact on our investments and businesses in these countries.

Our international and Turkish subsidiaries may not benefit us in the way we expect for the reasons cited above, as well as other reasons, including general macroeconomic conditions, poor management and legal, regulatory or political obstacles. For many of these subsidiaries, we do not expect to achieve desired levels of profitability in the near or mid-term, and we may be required to record impairments.

We are exposed to foreign exchange rate risks and risks relating to our cash balance management that could significantly affect our results of operation and financial position.

We are exposed to foreign exchange rate risks because our income, expenses, assets and liabilities are denominated in a number of different currencies, primarily Turkish Lira, U.S. Dollars, Euros, Ukrainian Hryvnia, Belarusian Rubles and Belarusian Rubles.Azerbaijani Manat. In particular, a substantial majority of our debt obligations and equipment expenses are currently, and are expected to continue to be, denominated in U.S. Dollars, while the revenues generated by our activities are denominated in other currencies, in particular the Turkish Lira, Ukrainian Hryvnia, Belarusian Ruble, Azerbaijani Manat and Euro. Sudden increases in inflation or the devaluation of the Turkish Lira, the Ukrainian Hryvnia, the Belarusian Rublethese currencies or other currencies in which we generate revenue, have had, and may continue to have, an adverse effect on our consolidated financial condition results of operations or liquidity. The Turkish Lira significantly underperformed other emerging market currenciesIn the current economic environment and also considering the fragile economic conditions in 2011, driven partly by the CBRT monetary policy mixUkraine and current account deficit concerns, depreciating 22.2% against the U.S. dollar. The Belarusian Ruble also depreciated against the U.S. dollar, by 178.3%, during 2011. The Ukrainian Hryvnia ended the year with only 0.4% depreciation against the U.S. dollar.

The foreign exchange risks that our Turkish activities are exposed to as a result of purchases and borrowings in U.S. Dollars and Euros have to date been manageable, asBelarus, there is a developed market enabling the hedgingpossibility of such risk; however, in Belarus hedging is almost impossibledevaluation. There are no tools to hedge foreign exchange rate risks effectively due to restricted and undeveloped financial markets. No international bank offers or prices hedging instruments and local banks are too undercapitalized to be able to enter a transaction as a counterparty. In Ukraine, the only hedging toolmarkets in practice is non-deliverable forwards (“NDF”), which is a cash-settled product in USD, short-term forward contract on a non-convertible foreign currency which could not be delivered offshore. However, the liquidity in the UAH NDF market is thin and these products are expensive. In the current economic environment and considering the aforementioned political uncertainties, there is a possibility of further devaluations.countries.

Fluctuations between Turkish Lira, Ukrainian Hryvnia, and Belarusian Rubles and Azerbaijani Manat, on the one hand, and U.S. Dollars and Euros, on the other, have had and may have an unfavorable impact on us. We may enter into derivative transactions to manage the risk,risk; however, these transactions have a cost and do not fully cover all of our risks,risks. As of December 31, 2012, our consolidated debt was $1,705.2 million and any derivative transactions exercised that are either above or below market levels might resultaround 94% of this amount was in unfavorable results to us.foreign currency. To mitigate foreign currency risk in group companies operating in Turkey we increased the local currency (TRY) borrowing weight in 2012 and we may increase it further in 2013.

When we translate our results of operations and financial position into U.S. Dollars for the purpose of preparing our financial statements that are expressed in U.S. Dollars, the dollar amounts will vary in accordance with applicable exchange rates. We do not hedge this so-calledso called “translation risk”.

Reduction in our liquiditycash generated from operations and increased capital needs may lead to an increase in our borrowing requirements, which increasesmay increase our financing costs and our exposure to the risks associated with borrowing.

We continue to experience difficult macroeconomic, regulatory and competitive conditions in our markets that may reduce cash generated from operations, and we are facing and may continue to face increased capital needs to finance

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our technological and geographic expansion. These pressures have in the past reduced, and may continue to reduce, our liquidity. Reduced liquidity may lead to an increase in our borrowing requirements. Borrowing by Turkcell group companies exposes us to interest rate risk and possibly increases interest expense, obligates us to meet certain covenants and exposes us to financial risks if covenants are not satisfied or if additional financing is required, each of which could have a material adverse effect on our consolidated financial condition and results of operations. Furthermore, no assurance can be given that we will continue to have access to financing on terms that are satisfactory to us.

As of December 31, 2011,2012, our consolidated debt was $1,868.1$1,705.2 million.

$518.1 $733.1 million of our debt portfolio consisted of financing obligations paying interest at fixed rates. The remainder of our debt portfolio pays interest at floating rates, which has been favorable in the current interest rate environment, but would expose us to increased costs if rates increase further.

In 2011,2012, we closely monitored various hedging alternatives to hedge our interest rate risk with a minimum cost. In June 2011, we engaged in a forward start collar agreement for the half of our 5-year maturity portfolio thatdebt which is due in 2015 and exposed to interest rate risk. The collar hedges variable interest rate risk for the period between 2013 and 2015.

As the debt related to the operations of Astelit and Belarusian Telecommunication Network (“Belarusian Telecom”), in which we acquired an 80% stake in 2008, is denominated in U.S. Dollars, we are exposed to exchange rate risks to the extent that Astelit and Belarusian Telecom’s revenues are, respectively, in Ukrainian Hryvnia and Belarusian Rubles. Moreover, we are also exposed to exchange rate risks since the debt of the group companies operating in Turkey are in U.S. Dollars and their revenues are in Turkish Lira.

Some of the borrowing agreements entered into or guaranteed by Turkcell have financial covenants that the borrower is required to observe. Although we are not presently concerned with Turkcell’s ability to observemeet its own financial covenants, no assurance can be given that the covenants in borrowings entered into or guaranteed by Turkcell will at all times be respected. Ourmet. Furthermore some of our borrowing agreements contain cross default clauses that effectively link Turkcell’s borrowings to those of its subsidiaries. Under these clauses,under which a default by a subsidiarygroup company could constitute an event of default under certain of our borrowings.

Some companies in our Group have defaulted, and may in the future default on their financial covenants and payment obligations. For example, since June 2011, Astelit has not met certain payment obligations, which were waived until February 1, 2012. Since that date, our Board of Directors has not acted to approve or reached a consensus for the extension of repayment dates. As a result, Astelit was unable to meet its repayment obligations to its parent company, Euroasia Telecommunications Holdings BV (“Euroasia”) (55% owned by Turkcell) and Financell BV (100% owned by Turkcell) totaling $323 million and defaulted on its loan agreements. agreements (As of December 31, 2012, Astelit’s unmet obligations under its loans to Financell and Euroasia reached a total of $489 million).

As a consequence of Astelit’s default, cross default clauses have

been triggered on five loan agreements totaling $554 million (currently decreased to $402$304 million, following the Company’s $150 million guarantee payment and other principal payment) and waivers were obtained for the aforementioned loans before MarchDecember 31, 2012. In the same vein, Euroasia, a Group company that is a 100% shareholder of Astelit, which had previously borrowed $150 million to finance Astelit, also defaulted on its loan on March 30, 2012. As a guarantor, the Company paid $150 million to related banks on April 6, 2012. As a consequence of Euroasia’s default, cross default clauses have been triggered on four loan agreements (the same ones referenced above) currently totaling $402$304 million and waivers are being soughthave also been obtained for the aforementioned loans.

There can be no assurance that we will not have to make similar payments in the future, which could adversely affect our business and results of operation. Furthermore, if Astelit could notcannot obtain new financing and if our Board or shareholders fail to achieve consensus on Astelit-relatedAstelit related issues, Astelit’s and our own financial results and condition would be adversely affected.

Limitations on spectrum as a scarce resource in mobile telecommunication systems, alleged health risks with BTSsBTS and dependence on suppliers for network equipmentsequipment may adversely affect our ability to maintain operational excellence.

Spectrum limitations may adversely affect our ability to provide services to our subscribers.

The number of subscribers that can be accommodated on a mobile network is constrained by the limited amount of spectrum allocated to the operator of the network and is also affected by subscriber usage patterns and

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network infrastructure. We have 2x11 MHz of FDD spectrum in 900 MHz band for GSM and 2x20 MHz from 2100 MHz FDD band for UMTS services. The spectrum is a continuous range of frequencies within which the waves have certain specific characteristics. We now have 2x11 MHz of FDD spectrum in the 900 MHz band. As our subscriber base growsand their demand for mobile services such as voice and data grow and we offer a greater number of services, we will require additional capacity for mobile voicecapacity. We may face overcapacity problems, which may in turn lead to deterioration in our network’s quality and data. However,may negatively impact our operational results.

In addition, if we fail to obtain additional frequencies, the currently available spectrumcompetitive coverage advantage of our Company may be limited and we may face a bottleneck, especially in metropolitan areas.

In 2008, the ICTA initiated a tender for the reorganization of the existing GSM 900 frequency band (890/960 MHz) and we added five frequency bands to our prior stock of 50. The ICTA also held a tender for the issuance of four separate 3G licenses to provide IMT 2000/UMTS services and infrastructure. Turkcell was granted an A Type license providing the widest frequency band (2x20 MHz; 20 MHz on uplink; 1920 - 1940 MHz and 20 MHz on downlink; 2110 – 2130 MHz; in total 40 MHz). There is no guarantee, however, that such additional capacity for mobile voice and data will relieve our current constraints and that our ability to provide services to our subscribers will not be adversely affected.

impacted. In July 2011, the ICTA proposed to the Ministry of Transport, Maritime Affairs and Communications, on the subject of GSM frequencies to be permitted to serve 3G services and the spectrum award of 2x8.6MHz2x8.6 MHz E-GSM band to the operator that has less than 10MHz10 MHz spectrum in 900MHz900 MHz and 2x15MHz2x15 MHz of 1800MHz1800 MHz to each operator that does not have the spectrum. The ICTA decision implies that only Avea will be eligible for the E-GSM auction, while Vodafone and Turkcell will be eligible for the 1800 auction, which may enable Avea to be the sole beneficiary of the E-GSM band. In that case, Avea would be able to begin UMTS900 services immediately from the E-GSM band, whereas Turkcell and Vodafone would only begin after extensive technical works regarding spectrum clearance are done. Consequently, the competitive coverage advantage of Turkcell may be adversely impacted.

Consistent with the nature of terminal technology development, traffic on the 2G network is expected to shift to the 3G network. However, 3G terminal penetration is the key factor in providing the expected shift in traffic from 2G to 3G. Penetration may stay low or our subscribers may choose to stay on the 2G network for reasons such as the 2G network’s lower battery power consumption. In addition, 3G coverage depends on the deployment of the 3G network, which will certainly take time to achieve, compared to the coverage level of the 2G network. As a result, Turkcell may have difficulties in releasing 900 MHz band for future technologies and may not even provide the MoU capacity needed for the 2G network in some regions for a limited period of time. Additionally, the data traffic on the 3G network increases. If we fail to offer appropriate campaigns and tariff schemes at the right pricing level, we may face overcapacity problems, which may in turn lead to a deterioration in our network’s quality and negatively impact our operational results.technologies.

There are alleged health risks associated with our Base Transceiver Stations (“BTS”), as well as zoning limitations, which make it difficult to build BTS.

We are aware of allegations that there may be health risks associated with the effects of electromagnetic signals from BTS and from mobile telephone handsets. While we believe that there is currently no substantiated link between exposure to electromagnetic signals at the level transmitted by our BTS and mobile telephone handsets and long-long term damage to health, the actual or perceived health risks of mobile communications devices could adversely affect us through a reduction in subscribers, reduced usage per subscriber, increased difficulty in obtaining sites for base stations and exposure to potential liability. Furthermore, we may not be able to obtain insurance with respect to such liability on commercially reasonable terms.

In recent years, legal proceedings have been brought against mobile operators seeking the removal of base station sites for health reasons. Such legal proceedings may make it more difficult for us to establish and maintain such sites. Furthermore, there are hundreds of conflicting and confusing reports in the media about the health effects of BTS. These reports have even caused local residents in certain regions to form large protests in strong objection to the BTS sites. Attempts made by the local authorities and, in particular, the municipality to intervene often worsen the situation. Such obstacles have made it increasingly difficult to build new BTS sites and maintain our existing sites.

With regards to the health risks of BTS, local courts presented with the question have decided that a base station had no negative effect on human health. However,In addition, the Turkish supreme courtSupreme Court overruled the decisions of some local courts, and heldfinding that thea base station in question could have negative effects on human health over the long term. If the number of those cases increases or if new regulations were to result, these could have a material adverse effect on our operations and financial results. Such legal proceedings may make it more difficult for us to establish and maintain such sites. Furthermore, there are conflicting and confusing reports in the media about the health effects of BTS. These reports have even caused local residents in certain regions to form large protests in strong objection to the BTS sites. Such obstacles have made it increasingly difficult to build new BTS sites and maintain our existing sites.

Furthermore, there are zoning limitations related to our BTS that require operators to obtain construction permits and certificates, which may be costly and may have an adverse effect on our operating results. As supplemental Article 35 of Law No. 406, which exempts BTS from holding construction permits and certificates of occupancy in accordance with Zoning Law No. 3194, was cancelled by the Turkish constitutional court, we may need to obtain the aforementioned permits and certifications for our BTS. Moreover, following the State Council’s decision to annul a regulation entitled “Safety Certification Regulation”, it has become impossible for us to build new base stations or modify existing ones. Any difficulty in building BTS due to health concerns and our inability to obtain the required permission and certificates, and/or the issuance of a new “Safety Certification Regulation” may negatively impact the quality of our network, including our ability to expand and upgrade it, and affect our operational performance.

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In addition, with the new Metropolitan law that was introduced in December 2012, municipalities have the right to regulate the choice of operators’ base station locations. Related regulatory actions in the future are likely to increase our costs and affect results of operations, in many cases, adversely.

We are dependent on certain suppliers for network equipment and for the provision of data and services and theservices. The failure of any of our suppliers to supply equipment to us, and at the level of quality we require, couldmay have a materialan adverse effect on our business operations, and consolidated financial results and liquidity.condition.

Like all operators, we purchase our mobile communications network equipment, including our switching system, base station controllers (“BSCs”), BTS, transmission equipment and the software required to operate such equipment from a limited number of major suppliers. Although we are not bound to purchase our equipment solely from any given supplier and we have already begun using two different vendors’ products on GSM BSS (“Base Station Subsystem”) and 3G UTRAN (“UMTS Radio Access Network”), thereThere can be no assurance that we will be able to obtain equipment from one or more alternative suppliers on a timely basis in the event that any current supplier for any reason, including that the technological requirements for our increasingly advanced infrastructure are too complex, is unable or unwilling to satisfy our demands. This could occur if, for example, the growth in demand for more advanced network equipment exceeds the ability of suppliers of such equipment as a whole to meet such demands. This could also affect our competitive position, if our supplier stayssuppliers stay behind technological developmentdevelopments compared to the suppliers of our competitors.

The difficultAdverse economic environment has adverselyconditions have negatively affected and may continue to affect our domestic and international suppliers, leading to a contraction in their business, which in turn may lead to a decrease in the quality of the services that they render to us and adversely affect timely delivery of such services, negatively impacting our business and

operations. In recent years, adverse economic conditions have affectedaddition, our suppliers’ revenues, whichexisting and new licence agreements or new regulations may leadrequire us to mergers in their industry. A potential merger between our vendors, and/or their acquisition by our competitors, could change the competitive landscape, which could have a material adverse effect on our business and expenditures.

In addition,purchase network equipment from alternativespecified suppliers or bring certain specifications regarding our existing suppliers. Equipment from these suppliers may not always be compatible with our existing equipment or the supplier may fail to integrate them,it, and our employees may not be familiar with the technical specifications and maintenance requirements of equipment from alternativethese suppliers. Furthermore, if our suppliers fail to meet the requirements, we may end up violating the terms of our license agreements. These factors could also have a material adverse effect on our business and results of operations.financial condition.

AccordingTurkcell’s complex ownership structure and ongoing disagreements among our main shareholders have adversely impacted and may continue to our 3G license agreement, we must purchase at least 40%impact decision-making on important matters. These ongoing disputes may lead to further regulatory or legal actions, and affect the ownership and control of our network equipment from suppliersshares.

Our principal shareholders are Sonera Holding B.V. and Turkcell Holding A.S., which hold 13.07% (does not include additional shares totaling approximately 0.94% that have R&D centers established in Turkey and these companies must fulfill certain requirements relating to the number of engineers working in their R&D or Technical Support Centers. If our suppliers fail to meet these requirements, we may end up violating the terms of our 3G license agreement and our business could be adversely affected.

The Turkish CMBTeliaSonera has informed us they own) and 51.00%, respectively, of Turkcell’s shares. Turkcell Holding A.S. is 52.91% owned by Cukurova Telecom Holdings Limited and 47.09% by Sonera Holding B.V. Cukurova Telecom Holdings Limited is 51% owned by Cukurova Finance International Limited and 49% by Alfa Telecom Turkey Limited. Additionally, according to public filings (a Schedule 13D filed in November 2009), Alfa Telecom and TeliaSonera entered into an agreement regarding a possible consolidation of their holdings in Turkcell in a new company. According to the information available to the general public, we understand that the agreement expired in May 2012. It should be noted, however, that the agreement contains provisions allowing its prolongation. Our Company is unable to assess if the agreement was indeed prolonged or not and cannot predict whether the parties will go forward with this consolidation or the form that it might take.

Disputes have from time to time arisen and are ongoing among our appointmentmain shareholders. For example, Cukurova and Alfa have been involved in a long running dispute regarding, in summary, amounts due by Cukurova to Alfa and Alfa’s claim to take ownership of oneCukurova’s indirect 13.8% interest in our Company in settlement of such amounts. Such disputes have effectively blocked shareholder decision-making on important corporate matters, and could have an adverse effect on the ability of our board membersmanagement to execute business decisions and take other actions. We cannot predict when and how these disputes will be resolved and whether our shareholders and Board will be able to achieve agreement on matters regarding the audit committee doesoperation of our Company.

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The shareholding structure and the ongoing disputes have adversely affected our company in a number of ways and present a number of risks, including in particular:

Under the new Capital Markets Law that entered into force on December 30, 2012, and related Communiqués, the CMB may, on its own initiative, act to cure non-compliance with corporate governance requirements. More generally, the CMB has the power to take action against the Company, our audit committee structureBoard members and our main shareholders in respect of the compliancevarious governance issues that have arisen.

Due to failure of our Company to comply with the new corporate governance rules publishedrequirements as of June 30, 2012, the CMB exercised this power with its resolution dated March 11, 2013 by removing three directors from our Board (one representative of each main shareholder) and directly appointing three new “independent” directors. Those members’ terms of office will last until the CMB. Compliancenew appointments are made in accordance with the legislation. No assurance may be given regarding the effectiveness and strategy of our new Board, or regarding the impact of future CMB action on the overall company strategy, convening general assembly or the distribution of dividend.

In general, compliance with our home country governance rules is an important element of our compliance with the listing requirements of the New York Stock Exchange (“NYSE”). Failure to comply with such rules could jeopardize the continued listing and trading of our ADRs on the NYSE.

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For so long as our main shareholders are in dispute and unable to achieve consensus, we are likely to continue to experience difficulties obtaining corporate decisions, including with respect to the matters discussed above, and we may have difficulty obtaining decisions regarding our business and operations, includingoperations. This situation may also lead to further regulatory and legal actions being taken in respect of our Company, the paymentnature and effects of dividends and our compliance with new Turkish corporate governance requirements.which we cannot predict. Ongoing legal disputes involving ouramong the shareholders may affect the ownership and control of our shares, the demand for our shares and our ability to manage our business.

We understand that Alfa Group, Cukurovabusiness, and TeliaSonera together indirectly own in the aggregate approximately 65% of our shares. Additionally, according to public filings (a Schedule 13D filed in November 2009), Alfa Telecom and TeliaSonera are discussing a possible consolidation of their holdings in Turkcell in a new company. We cannot predict whether this consolidation will go forward as planned or the form that it will take, and whether their actions will have an effect on our company or the market for our shares. Furthermore, in the case of a potential consolidation, no assurance can be given that theirthe interests of these shareholders will be aligned with those of our other shareholders. Additionally, a potential consolidation of their shareholding could have the effect of preventing a change in control of Turkcell, may discourage bids for our ordinary shares or ADSs and may adversely affect the market price of our ordinary shares or ADSs.

Disputes have from time to time arisen, and may arise in the future, between our shareholders. Such disputes could have an adverse effect on the ability of our management to execute business decisions and other actions, to the extent that such decisions or actions require board or shareholder approval. In March 2011, one of our shareholders, TeliaSonera, publicly announced its intention to take legal action against the Chairman of our Board of Directors, who is also an independent member, alleging that he has not acted in an independent manner. Our Chairman has responded by saying that he has always fulfilled his duties as an independent board member and has reserved the right to initiate legal action.

Our articles of incorporation contain a 51% quorum requirement for shareholder meetings. To the extent that the quorum requirement is not met when a general assembly is convened, the meeting shall be adjourned and should be reconvened at a later date. In addition, to amend our articles of incorporation, there is a 2/3 quorum requirement for the related shareholder meeting. Accordingly, until the relevant required quorum can be obtained, certain corporate actions, amendments to our articles of association and prior Board decisions that require shareholder approval will effectively be blocked.

There have been times when the Turkcell Annual or Extraordinary General Assembly meeting of shareholders (“AGM” or “EGM”) could not convene for reasons beyond our control, and no assurance can be given that this will not occur in the future and that regulatory actions will not be taken in response to this situation. Furthermore, if the AGM or EGM is convened, there may not be a resolution of the agenda items or quorum during the meeting may not be attained. In 2011, three General Assemblies were convened and most of the items on the agendas were not approved, including the payment of a dividend, the approval of our 2010 financial statements and the release of certain of our directors for actions taken in the 2010 year, due to the lack of approval by a simple majority of the shareholders present. No assurance can be provided that this will not occur again in the future and that regulatory actions will not be taken in response to this situation. Our Chairman has initiated a lawsuit against the Company contesting the release issue. In addition, Cukurova Holding A.S. has initiated a lawsuit for cancellation of the General Assembly resolution dated August 11, 2011, regarding the appointment of the statutory auditors. Both lawsuits are still pending.

In addition, a number of new corporate governance requirements have recently been enacted by the CMB, with mandatory effect from June 30, 2012. These include, among other things, a requirement that one-third of our board members and all of our audit committee members be “independent”. No assurance can be given that our board and shareholders will be able to agree on the steps and candidates that will be required to achieve compliance with these new requirements. Compliance with our home country governance rules is an important element of our compliance with the listing requirements of the New York Stock Exchange (“NYSE”). Failure to comply with such rules could jeopardize the continued listing and trading of our ADRs on the NYSE. Furthermore, no assurance can be given that the CMB will not take action against the Company, our board

members and/or our controlling shareholders in respect of the various occurrences and issues described above. No assurance can be given regarding the nature of the action that the CMB might take and the effect that such action may have on the strategy of our company or the operation of our board.

Our complex shareholder structure and the related complexity in the composition of our Board of Directors could complicate our corporate decision-making process and situations may arise where the interests of our majority shareholders are not aligned with those of our public shareholders. These factors could adversely affect our operations and financial results and the market for our shares.

We face risks related to the products and services we provide due to our dependence on certain systems and third-party suppliers as well as our exposure to technological changes in the communications market, including in industries where we traditionally do not compete.

We are dependent on certain systems and suppliers for information technology (“IT”) services and our business continuity is at risk due to our exposure to potential natural disasters, regular or severe IT and network failures, human error, hacking and IT migration risk.

We are heavily dependent on IT systems, suppliers of IT services and our IT employees for the continuity of our business and we are continually upgrading and converting our IT systems. Although we devote significant resources to the development and improvement of IT and of security, back up and continuity systems, we could still experience IT and network failures and outages due to system deficiencies, human error, deliberate actions such as unauthorized data transfers, breaches of information security policies, fraud, code breaking or hacking, terrorterrorist or other destructive acts, natural disasters such as earthquakes and floods, unsuccessful migration to alternative or improved IT systems, or other factors. If we are not able to maintain adequate IT and network systems, or fully recover our IT and network systems in the event of an outage or disruption, the continuity of our operations could be affected, which could have a material adverse effect on our reputation, business, consolidated financial position and results of operations.operations and we may also be subject to regulatory penalties.

2G &3Gand 3G networks are migrating towards IP technology to transport information. These networks open up the possibility for IP-basedIP based services. However, once these services are introduced into the IP-domain,IP domain, the mobile network may be harmed by potential attacks. The threats on the mobile network can originate from external sources, such as public Internet,internet, or internal sources, such as terminals connected to our mobile network. Despite our efforts in taking security issues very seriously, we could encounter attacks on our infrastructure, which could have an effect on our operations.

WeAlthough we closely follow general technological trends in communications and technology, we may be unable to adapt to technological changes in the communications market which could result in higher capital expenditures and a greater possibility of commercial failure.

The telecommunications industry is characterized by rapidly changing technology with related changes in customer demands for new products and services at competitive prices. Technological developments are also shortening product life cycles and facilitating convergence of various segments in the telecommunications industry, including in our core mobile communications business and the 3G business. Our future success will largely depend on our ability to anticipate, invest in and implement new convergent technologies with the levels of service and prices that customers demand. Technological advances may also affect our level of earnings and financial condition by shortening the useful life of some of our assets, requiring us to record asset impairments.

The operation of our business depends in part upon the successful deployment of continually evolving mobile communications technologies, which requires significant capital expenditures. There can be no assurance that such technologies will be developed according to anticipated schedules, that they will perform according to expectations or that they will achieve commercial acceptance.

The effects of technological changes on our business cannot be predicted. In addition, it is impossible to predict with any certainty whether the technology selected by us will be the most economical, efficient or capable

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of attracting customer usage. Although we are following general technological trends in communications and technology, there can be no assurance that we will be able to develop new products and services that will enable us to compete efficiently.

We have become active in providing products and services for industries other than telecommunications, many of which are developed and/or maintained by third-partythird party providers. Our dependence on these third-partythird party providers to help us navigate the regulatory, security and business risks of industries where we traditionally do not compete adversely affects our business.

The operation of our business depends, in part, upon the successful deployment of continually evolving products and services, including for applications in industries other than telecommunications, such as mobile financial services, mobile health and mobile education solutions, authentication solutions and entertainment and community services. We are reliant upon third-partythird party providers to help us navigate risks relating to security, regulations and business in the industries where we do not traditionally compete. Changes in such industries may impair our partners’ business and/or negatively impact the content we are developing, such as for entertainment, which, in turn, could have a material adverse effect on our business consolidatedand financial condition, results of operations or liquidity.

Additionally, since our customers rely on our technological capabilities and high quality service levels, in cases where an IT failure, fraud, human error or hacking occurs, our revenues and reputation may be adversely affected and we may also be subject to regulatory penalties.condition.

Our business, consolidated financial results and/or operational performance could be materially and adversely affected unless we retain our key personnel, our partners and their employees.

Our performance depends, to a significant extent, on the abilities and continued service of our key personnel. Competition for qualified telecommunications and information technology personnel in Turkey is intense. In addition, we are dependent on our dealers and distributors, as well as their ecosystem and personnel, in the growth and maintenance of our customer base. The loss of the services or loyalty of key personnel could adversely affect our business and financial condition, or results of operations, as well as breaches of confidentiality regarding our customer, operation and business plan details, particularly if a number of such persons were to join a competitor. Retention and development of high-caliber individuals in these positions is also key to our being able to deliver on our strategy.

We are involved in various claims and legal actions arising in the ordinary course of our business, which could have a material effect on our financial results.condition.

We are currently involved in various claims and legal actions with governmental authorities in Turkey, including the Competition Board, the ICTA, tax authorities and certain other parties. We have set aside provisions for ongoing disputes based on applicable accounting standards. However, no assurance can be given that the provisions we set aside will be sufficient to cover our actual losses under these matters, and that new disputes will not arise under which we would face additional liabilities and reputational risk. For a more detailed discussion of all of our significant disputes, see “Item 8. Financial Information” and Note 33 to our audited consolidated financial statements included in “Item 18. Financial Statements” of this annual report on Form 20-F.

We maintain and regularly review our internal controls over financial reporting, but these controls cannot eliminate the risk of errors or omissions in such reporting.

We maintain and regularly review internal controls over our financial reporting. However, internal control over financial reporting has inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, it can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that

material misstatements will not be prevented or detected on a timely basis by internal controls over financial reporting. It is possible to design safeguards to reduce, though not eliminate, this risk. Our latest review has revealed certain deficiencies in our controls, although none that we believe constitute “material weaknesses”. However, our controls have in the past suffered from these and lesser deficiencies and no assurance can be given that others will not emerge in the future. A failure to detect or correct deficiencies and weaknesses in a timely manner could have an adverse effect on the accuracy of financial reporting. Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could also adversely impact investor confidence and the market price of our common shares or ADSs.

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4.A History and Development of the Company

Turkcell Iletisim Hizmetleri A.S. (“Turkcell”), a joint stock company organized and existing under the laws of the Republic of Turkey, was formed in 1993 and commenced operations in 1994. Our principal shareholders are Sonera Holding B.V. and Turkcell Holding A.S., which hold 13.07% (does not include additional shares totaling approximately 0.94% that TeliaSonera has informed us they own) and 51.00%, respectively, of Turkcell’s shares. Turkcell Holding A.S. is 52.91% owned by Cukurova Telecom Holdings Limited and 47.09% by Sonera Holding B.V. Cukurova Telecom Holdings Limited is 51% owned by Cukurova Finance International Limited and 49% by Alfa Telecom Turkey Limited. The address of our principal office is Turkcell Iletisim Hizmetleri A.S., Turkcell Plaza, Mesrutiyet Caddesi, No. 71, 34430 Tepebasi, Istanbul, Turkey. Our telephone number is +90 (212) 313 10 00. Our website address is www.turkcell.com.tr. In July 2000, we completed our initial public offering with the listing of our ordinary shares on the Istanbul Stock Exchange and our ADSs on NYSE.

We operate under a 25-year GSM license, which we were granted in April 1998 upon payment of an upfront license fee of $500 million. Under our license, we pay the Undersecretariat of the Treasury (the “Turkish Treasury”) a monthly treasury share equal to 15% of our gross revenue. Of such fee, 10% is paid to the Ministry of Transport, Maritime Affairs and Communications of Turkey (“Turkish Ministry”) for a universal servicesservice fund. We also operate under interconnection agreements with other operators that allow us to connect our networks with those operators to enable the transmission of calls to and from our GSM system.

In early 2009, we were granted the 20-year type A 3G license, which provides the widest frequency band, for a consideration of EUR 358 million (excluding VAT), and we signed the related 3G license agreement on April 30, 2009. The 3G license agreement has similar provisions to the aforementioned 2G license agreement.

In 2013, we won an auction held by the Ministry of Transport, Maritime Affairs and Communications related to universal service, which will require installing sufficient infrastructure to uncovered areas with a population of 500 or less.

Our subscriber base has grown substantially since we began operations in 1994. At year-end 1994, we had 63,500 subscribers. By year-end 2011,2012, that number had grown to 64.869.2 million.

In 2011,2012, we had total revenues of $5,609.7$5,865.8 million, our adjusted EBITDA totaled $1,748.1$1,808.4 million and we reported a net income attributable to the owners of Turkcell amounting to $751.7$1,158.8 million.

For the year ended December 31, 2011,2012, we spent approximately $866.0$975.5 million on capital expenditures, compared to $866.0 million and $1,078.6 million in 2011 and $1,769.3 million in 2010, and 2009, respectively.

In addition to our operations in Turkey, we have various international operations. For more information, see “Item 4.B. Business Overview—International Operations”and Domestic Subsidiaries”.

4.B Business Overview

Based on operator announcements, we are the leading provider of mobile services in Turkey in terms of the number of subscribers, with 53%52% of the Turkish subscriber market as of December 31, 2011.2012. We provide high-quality mobile voice, Internetinternet and other services over our mobile communications network and have developed the premier mobile brand in Turkey by differentiating ourselves from our competitors with our value offers, which include: Superiorsuperior and innovative technologies, more advantages, outstanding and extensive service quality, and

being a leader in social responsibility. We maintain our strong position in the market due to our customer-oriented approach and our ability to provide quick and differentiated solutions to meet customers’ needs.needs through lifestyle segments. We are in compliance with all of our license requirements in all material respects.

Through our state-of-the-art mobile communications network, we provide comprehensive coverage of an area that, as of December 31, 2011, included 100% of the population living in cities of 1,000 or more people and the majority of Turkey’s tourist areas and principal inter-city highways. As of December 31, 2011, we provided roaming service to our subscribers in 209 countries through commercial roaming agreements with 680 operators.

In 2010, we launched 3G Roaming services in many different locations in the world. As of December 31, 2011, our subscribers enjoyed high speed mobile Internet connections with 263 operators in 110 destinations.

As of December 31, 2011, we covered 88% of the population with 3G technology.19

Industry

Overview

GSM, one of the digital standards for mobile communications, was developed in 1987 to facilitate unification and integration of mobile communications worldwide.

As a digital standard, GSM offers a wide range of services that include voice, circuit switched data, packet data and fax, in addition to standard service offerings such as call barring, call forwarding, call waiting and roaming into areas serviced by other GSM carriers. A key component of the GSM network is the Simcard,simcard, which enables the user of a mobile phone to be identified. Simcards, also known as “smart cards”, are placed inside each handset and function as its digital brain. The Simcard’ssimcard’s digital memory allows for storage of the subscribers’ personal information, such as the rate plan, phone number and service features. Both postpaid and prepaid subscribers are required to purchase a Simcardsimcard in order to use the telecommunications service offered by Turkcell.

GSM networks have traditionally been used exclusively as personal voice communications networks. The mobile telecommunications industry has increasingly provided mobile data services and GSM as a technology platform that is suitable for data transmission. Currently, many advanced technology platforms are being developed to enable the provision of more sophisticated data services.

Today, most GSM operators offer the standard data service of 9.6 kilobits per second and(“Kbps’), High Speed Circuit Switched Data (“HSCSD”) and General Packet Radio Service (“GPRS”), which provide network speeds of up to 57.6 Kbps and 160 Kbps, respectively, depending on radio network and mobile phone conditions. Enhanced Data rates for GSM Evolution (“EDGE”) and UMTS provide the means for making networks suitable for high-speed wireless data services. EDGE and UMTS platforms allow network speeds of up to 240 Kbps and 384 Kbps, respectively. By using new radio access technology, High Speed Downlink Packet Access (“HSDPA”) in UMTS networks, operators gain increased capacity and improved downlink speeds up to 14.4 Mbps.megabits per second (“Mbps”). High Speed Packet Access Evolution (“HSPA+”) further enhances the mobile broadband experience and increases the voice and data capacity of HSPA. HSPA+ enhances mobile broadband with peak rates of 42 Mbps and more.

The Turkish Mobile Market

According to a TUIK announcement, the Turkish population is young, with an estimated median age of 30, which is lower than elsewhere in Western Europe, and the majority of the population lives in urban areas. In addition, there were 74.775.6 million people living in Turkey as of December 31, 2011.2012.

Despite the declining trend in multiple Simcard use, penetrationPenetration level increased to 87%90% in 20112012 (based on operator announcements, and TUIK populationthe ICTA’s announcement). There is good potential for growth opportunities

in the Turkish mobile communications market in the areas of broadband and 3G services, as well as from Turkey’s youth segment due to the aforementioned demographics. According to the ICTA’s announcements, there are currently three mobile communicationscommunication operators in Turkey—Turkcell, Vodafone and Avea—with a total of 6567.7 million GSM lines as of December 31, 2011.2012. Vodafone entered the Turkish GSM market by acquiring Telsim on May 24, 2006. Telsim, which had received a 25-year license at the same time as us and on what we believe to be identical terms, including the $500 million upfront license fee, had been put up for sale by the Savings Deposit Insurance Fund (“SDIF”) in August 2005. The auction for Telsim was held on December 13, 2005, with Vodafone submitting the winning bid of $4.55 billion. Avea is an operator majority-owned by Turk Telekom. Turk Telekom’s ownership interest in Avea was increased to its current stake following its purchase of Telecom Italia SpA’s 40.6% interest in Avea in September 2006 for $500 million. Turk Telekom is 55% owned by Oger Telecom, a multinational GSM operator owned 35% by Saudi Telecom Company,Company. In September 2006, Turk Telekom acquired Telecom Italia SpA’s shares of 40.6% in Avea for $500 million. Turk Telekom now holds 89.99% of the Arab world’s largest telephone company.shares in Avea. The remaining 10.01% belongs to Is Bankasi.

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Strategy

Our vision is to ease and enrich the lives of our customers with leading communications and technology solutions. We strive to build value for our customers, shareholders and employees.

We operate in nine different countries, reaching 64.8 million subscribers. Our operating environment continues to be challenging. In addition to the lingering effects of the global financial crisis, the regulatory and competitive pressures we have been facing continue. In order to sustain our operating margins, it has been crucial that we become more efficient in our delivery of services, so that we continue to lead the market in this environment.

As a leading communications and technology company, our goal is to continue organic growth while selectively seeking and evaluating new investment opportunities. Building on our strength in brand, people, infrastructure and scale, we have identified six strategic priorities in which we intend to pursue opportunities for profitable business growth:

New Lifestyle Segments & Services

New Lifestyle Segments

Through our core mobile communication business through increased usefocus on customers and new customer segments, all loyalty actions are designed in line with the targeted segments’ lifestyles, needs, priorities, and expectations.

The aims of voicethe new segmentation are:

We focus on “new segments”, which are youth, professionals, households and premium segments with differentiated GSM and non-GSM offers, as well as campaigns and co-branded activities with selected companies from other sectors to create added values to targeted segments.

The youth segment management includes the loyalty program called “gnctrkcll” which is the largest youth club in Turkey, and we will continueensures customer retention by presenting campaigns and advantages that fit the trends of young people. Gnctrkcll aims to strengthen our well-developedreinforce Turkcell’s brand throughrecognition as a young, dynamic, popular and intimate brand.

We diversified the highest quality infrastructure, the best offers for customers, innovative products and services and enhanced customer experience, while maintaining our focus on efficiency.

and/or acquisitions that will contribute to our economies of scale and create synergies. We may also evaluate new business opportunities outside of the telecommunications industry if we see strong potential and believe that we can add value.

Services

We currently provide high quality mobile voice, Internetbroadband and other services to subscribers throughout Turkey. Subscribers can choose between our postpaid and prepaid services. Currently, postpaid subscribers sign a subscription contract and receive monthly bills for services. Prepaid subscribers must purchase a starter pack, which consists of a Simcardsimcard with airtime of TRY 5 or TRY or 20, TRY, while the scratchtop-up cards can be purchased in the following amounts: 7amounts ranging from TRY 12 to TRY 20 TRY, 30 TRY, 50 TRY, 95 TRY, 180 TRY, 360 TRY.180.

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As of December 31, 2011,2012, we had approximately 21.9 million prepaid subscribers and 13.2 million postpaid subscribers, compared to approximately 22.9 million prepaid subscribers and 11.7 million postpaid subscribers compared to approximately 23.3 million prepaid subscribers and 10.1 million postpaid subscribers as of December 31, 2010.2011.

Voice Services

Voice services are the main services that we provide to our customers. Voice services consist of high quality wireless telephoneGSM services on a prepaid and postpaid basis.

Consumer Product Management

Consumer Product Management Throughout 2012, we simplified our tariff structure so that it is focused on developingeasy to use and managing products and servicescan be tailored to address the diverse needs of both consumers and corporate customers, thereby enriching their lives. We provide an integrated service approach with a common vision to offer tailored solutions based on the specific needs and preferences of our targeted market segments. One of our principal goals is to increase revenues from our existing customers and to foster the acquisition of new customers by offering proprietary products and services.

We closely follow and analyze global trends and develop services to fit local marketcustomers’ needs. Turkcell seeks to differentiate itself by providing innovative and pioneering solutions in collaboration with its strong solution providers and various partnerships.

Having a rich portfolio of various services helps us maintain our competitiveness. We believe that increasing customer satisfaction and ensuring customer loyalty through our provision of a unique user experience will also play an important role in our future retention efforts.

Mobile Internet & 3GBroadband

We commercially launched 3G simultaneously in 81 province centers and major cities in Turkey at the end of July 2009 and had reached 88%84.02% population coverage by December 31, 2011.

In addition, we have launched several innovative services like Videocall, Mobile TV, Video Surveillance, Video Chat and Video Messaging. We offer rich terminal campaigns (handset, smartphone, modem and netbook) to encourage 3G device penetration.2012. There are approximately 7.425.4 million registered 3G subscribers and 11.1 million 3G-enabled handsets in our network.

In 2011, the number of registered 3G subscribers reached 18.5 million people. A wide variety of data plansoffers are made available as part of our voice and terminal bundled offers.

Afteroffers to increase 3G device penetration, create a unique terminal experience and enhance the launchmobile internet experience. Terminal offers contain a variety of 3G VINNenabled terminal devices such as feature phones, smartphones, 3G modem, netbookmodems, tablets, notebooks and notebook contracts were offered to customers to enhance mobile Internet experience.netbooks.

Throughout 2011,2012, we sustained our position as leader of handset offerings through our domination of the iPhone and Blackberry businessdealer channel and we delivered attractive campaigns with “top of the class” models of brands in high demand such as Apple, Nokia, Samsung and HTC.

Turkcell has launched its first Turkcell-branded handset, T10, the affordable Android Smartphone,smartphone, to widen the access to mobile Internet.internet in 2010. An updated version, T20, was launched in 2011. The T10T11 and T20 togetherTurkcell Maxi Series were launched in 2012. Turkcell branded smartphones reached over 310 thousand750,000 sales units and 88%in total as at the end of T10 and T20 users were upgradedFebruary 2013. Our Turkcell branded smartphones will continue to smartphones. Wegrow as we add new models. In February 2013, we also launched our new T11 model atown branded Turkcell Tablet, bringing dynamism to the beginning of 2012. Our T series handsets will continuetablet market with new models in the coming days.its thin and light design, as well as attractive performance with TV, music, and magazine content.

In addition to constant communication emphasizing 3G’s coverage, penetration and speed, and increasing smartphone penetration, aiming to increase mobile Internetinternet usage, Turkcell has launched many offers and applications which led to an approximately 50% increase in mobile Internet users.applications.

ConsumerOther Mobile Services

Turkcell focuses on the needs of consumers to enhance their daily experiences. By providing a wide range of services, Turkcell enables users to remain connected wherever they are, via their mobile devices. From basic telecommunications services to social community services, Turkcell responds to the diverse needs of consumerssubscribers to help them connect to life.

Consumer Products and Services

Consumer Product Management is focused on developing and managing products and services to address the diverse needs of both consumers and corporate customers, thereby enriching their lives. Turkcell alsoseeks to differentiate itself by providing innovative and pioneering solutions in collaboration with its strong solution providers and various partnerships. Consumer Product Management offers a “multiscreen experience”, allowing customers to enjoy the content of various products and services across multiple devicescategorized under major concepts.

Credit Balance. The services in this category include: ‘Fatura Cepte’, ‘Kredi Transfer’ and multiple screens.

Telco‘Odemeli Arama’. ‘Fatura Cepte’ informs subscribers about their bill payments and Social Network Services

‘Tikla Konus’ (Click-to-call)date via SMS. ‘Kredi Transfer’ enables subscribersour customers to initiate calls without displaying a phone number. Users click on a click-to-call button on partnering websites, andtransfer credit to their peers via SMS. ‘Odemeli Ara’ enables our customers to originate a call even when they have insufficient credit in their account.

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Call Management. The services in this category include: ‘Kim Aramis’, which informs subscribers who is initiated between two parties without havingcalling them and how many times when they are not connected to dialthe network, and ‘Cep Acik’, which alerts subscribes when a number. In 2011, Tikla Konus was used in more than 25 different scenarios: the number of people using the service increased by 600% and minutes talked exceeded 1 million. This solution won the “Best network service or solution serving customers” award at the GSMA 2012 (Mobile World Congress).

Itthey were attempting to reach has been a startup year for the social network services. Apart from Tikla Konus, more than 200 thousand subscribers have used at least one of our services, most of which were launched in 2011: ShareWithSMS, ShareWithYourVoice, SendGift, Rumara.

Kim Aramis is a caller notification service that enables customers to identify any missed calls while their handset is either in off mode or otherwise disconnected from the network. Kim Aramis service sends an SMS containing the call time and phone number to the user once his or her handset is reconnected to the network. There is also

Purchase. Turkcell mobile payment enables our subscribers to make their purchases and payments via SMS.

Security. The services in this category cover a common address book feature that further enricheswide range of areas, including children, automobile and personal security.

Information. We provide various information packages, including those relating to weather, astrology and health.

Socialization. We enable our customers to maintain continuous connections to worldwide social networks via services such as ‘Facebook SMS’, ‘Twitter SMS’ and other chat services.

Government. We co-operate with the government in an attempt to allow our subscribers to make government-related transactions via mobile. Our ‘Veli Bilgilendirme’ service by matchingwas launched with the phone numberMinistry of Education and aims to provide parents with information on their children’s educational status such as exam results, dates and class attendance. ‘Adalet Bakanligi UYAP’ was launched with the address book nameMinistry of the caller, if available.Justice and aims to provide information on justice and court issues.

Info & Entertainment ServicesFinance

Turkcell. The service in this category includes: ‘Turkcell Cuzdan’ (Turkcell Wallet), which provides a varietychannel for subscribers with or without bank accounts to do financial transactions via their mobiles. The service allows our subscribers to top up, shop online, transfer money, pay bills and use coupons and NFC.

Entertainment. We provide a wide range of sportsentertainment services focused on football, as a result of the size of the fan baseincluding sport, music, game, TV and popularity of the sport in Turkey. Partneringother visual services. Through its partnership with a major national TV provider, Turkcell provides a sports service, GollerCepte, that allows users‘GollerCepte’, allowing subscribers to instantly send videos of the goals made by their favorite football teams. In addition, Turkcell launched an online social game called Footbocity in 2010, widely appreciated by football fans, which enables users to play interactive games and build their own virtual cities.

Turkcell, withWith Turkcell Music service (turkcellmuzik.com) transforms, Turkcell provides its customers with the possibility of accessing music anytime and anywhere, into a rich experience with multi-user web, wap and mobile applications (iPhone/iPad and Android).

Music lovers can listen Additionally, we provide interactive games, TV packages and other visual services to music from among more than 3 million songs, save the artist name and listen to similar artist radio stations and choose a radio station among 16 different genre radio stations. They can also download the songs to their phones and computers.

Turkcell users can create their own lists, reach these lists through mobile applications and share their favorite songs and lists with their friends via social networks.

The “Ne Bu Çalan” feature which is developed in cooperation with soundhound, enables users to learn the songs that they do not know, listen and download them to their phones. Moreover, iPhone users can download songs to their application without needing any other program and listen.

Turkcell’s Ring Back Tone for subscribers has reached more than 20 million members during 2011. Using the Ring Back Tone platform, Turkcell members select any content they want and let their callers listen to the Ring Back Tone instead of a regular ringtone. They can also assign special content to different people or groups on defined time intervals, as well as using a standard tone for everyone at the same time.enrich our customers’ lives.

Mobile Applications

As of December 31, 2012, Turkcell has 33 Turkcell-branded mobile applications that have been developed in-house. Turkcell T-Market is a localized application store whichfor users to download both free and paid mobile applications to their supported handsets. It enables people to download more than 5,000 applications including Turkcell brandedTurkcell-branded applications and third-partythird party applications such as news, games, sports, health and fun. Turkcell brandedTurkcell-branded applications such as Turkcell Pusula, GollerCepte, Muzik and Yol Bilgisi were downloaded more than 9over 3.5 million times in 2011. 392012. Twenty-seven million applications were downloaded from Turkcell T-MarketT Market in 2011.2012. Customers do not pay any connection fee while visiting Turkcell T-MarketT Market and downloading applications.

Turkcell Nimbuzz combines popular instant messaging services such as MSN, GTalk, Facebook chat and Yahoo! Messenger and enables users to chat with all their friends in one list.Mobile Marketing Business

Turkcell Cebe Bağlan enables Turkcell T10utilizes mobile marketing and Turkcell T20 usersadvertising channels to locate, textcreate additional value for its customers. This value is ensured by its huge opt-in database, a variety of products and ping their phonechannels, and high response rates in ordercomparison to find it, and remote lock or remote wipe their phone in case of loss or theft.traditional media.

Turkcell Yol Bilgisi is a navigation application, which automatically guides users alongcurrently has one of the best route givenlargest opt-in databases in Europe, both in terms of the current live traffic conditionsnumber of subscribers and hasthe diversity of data available, geared towards mobile marketing and advertising activities, and

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integrated with more than 500,000 points10 advertising channels. Through this permission database, advertisers can concentrate on their target market, segment their target groups and send specific messages to their recent and potential customers via different advertising channels including SMS, MMS, Video, IVR, Service Booster, E-Mail and Wappush.

Corporate Products and Services

Corporate Product Management provides corporate customers with a competitive advantage by providing non-core industrial solutions, thereby delivering a new category of interest (“POIs”)revenue sets for customers. Spanning from frozen food chains to farming, many types of solutions are available to streamline customer processes and turn-by-turn navigation features.

Turkcell Rehber Plus is a social phonebook, which integrates phone book contacts with social network contactsprovide operational efficiency, new revenue streaming channels and enables users to access social network updates from a single screen.

Turkcell Videobul is a video application aimed to search several video websites from within one place. By using Videobul, consumers canbetter consumer reach categorized video content and create their own playlists as well.

Turkcell Bebeğim is a free application in which you can find information about pregnancy, baby health, parenting and more, including advice from John Hopkins Hospital’s experts.

Turkcell Servisler enables customers to view the summaries about all Turkcell Services, and also see these services all together in one application. Users can search the Turkcell Services engine by using this application.experience.

Turkcell Partner Services

The Turkcell Partner Ecosystem, which expands across international markets such as Ukraine, the United Kingdom, United Arab Emirates and China, comprises more than 200 registered business partners functioning as application service providers, content providers, service provider system integrators, independent service vendors, and OEM business partners, as well as many other establishments or individuals, which have the potential to develop innovative mobile services and products. In its broadest sense, Turkcell Partner Program is a versatile business, including a toolset used by this Ecosystem to define, regulate and operate partnership schemes and business models.

Since 2002, Turkcell has been developing new products and services with its partners. Since 2004, these partnerships have been executed through the Turkcell Partner Program. More than 4,0005,000 partner applications

exist in Turkcell’s application store (T-Market)T-Market as of 2011. Turkcell has enriched its customers’ lives through various partner mobile data and services. Together with second level partners, the2012. Turkcell Partner Ecosystem recruits more thancomprises a business network of over 10,000 employees.

The business of this Ecosystem expands across international markets starting from Turkey to countries in different continents such as Ukraine, UK, UAE, China, etc. This business community includes both a wide scaleprofessionals recruited by our partners and a variety of companies (over 200 partners) and individuals with different expertise, technical capabilities and backgrounds. This community is assessed by the Turkcell Partner Program team to identify new business opportunities and improve the partner-based business. Turkcell Partner Program leverages various internal and external platforms in order to reach an innovative and rich service portfolio resulting in significant annual revenues.

Turkcell Partner Program defines the criteria set and scope of operations for partnership acquisition for the designated mobile business areas, namely: Business to Consumer (B2C) Services, Business to Business (B2B) Services, Mobile Marketing, Mobile Finance and New Technology Business Areas. The criteria set for management is a dynamic process in which its structure and parameters are adjusted due to continuous monitoring of partners’ actual performance, customer satisfaction, business trends, and market needs.

Due to a series of standardized scoring scheme monitored and exercised annually, excelling partners, promote to Gold & Silver Partnership titles to be awarded by extra marketing, business development, and training benefits.their distribution channels.

Turkcellpartner.com serves as a primary digital communication channel for the Turkcell Partner Program and is composed ofcomprises various interactive components: the portal, blog, wiki, newsletters, RSS, and social media feeds. The portal also acts as a virtual professional networking platform, wherein partners and individual professionals can expose their skill sets and areas of interest, follow and message each other, and blog about the trends of mobile technologies.

Mobile Marketing BusinessTurkcell Smart Enablers Services

Turkcell utilizesSmart Enablers (“Turkcell Akilli Yetenekler”) is a network of mobile-based and innovative technological services that offers companies the opportunity to know their customers better, reach the right customer in the right place, and increase security measures. These services are provided via a web service that is easy to integrate into companies’ own systems. Fifteen services have been launched within this service group.

Authentication Services

Mobile Signature, which was launched in February 2007, enables mobile marketingsubscribers to sign electronic documents and advertisingtransactions with a legally accepted digital signature using GSM SIM cards. Mobile signature subscribers can easily verify their personal identity in a digital environment and complete transactions remotely, without needing to be physically present. There are currently 70 application providers in the market, representing industries as diverse as banking, e-government, insurance, healthcare and e-commerce. With Turkish companies and government agencies offering more and more online services at all times, there is a growing need for customers to have secure ways to authenticate themselves in order to use these services. New regulations also encourage people to use electronic signature solutions and in some cases, make use of the electronic signature mandatory.

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One Time Password is widely used by corporate customers for two level authentication controls on transactions. The service allows corporate customers to send a single use password via SMS to consumers when providing authentication on transactions. It is widely used for online banking processes and login transactions.

Location-Based Services

Corporate customers can monitor and manage their sales forces and fleets with Ekip Mobil. Ekip Mobil provides a management console that allows customers to view their field teams/vehicles on a map, define alarms for specific regions and create direct communication channels to create additional value for its customers. This value is ensured by its huge opt in database,the field. Ekip Mobil can be used on any mobile device. For companies, the investment costs are minimal.

By using Turkcell Smart Enablers Nearest Where service, customers who visit a variety of productscompany’s website from their mobile phones can learn about the closest ATMs, stores, campaigns and channels, and high response rates in comparisontechnical services from their location with traditional media.a single click or an SMS.

Currently,Machine to Machine (“M2M”) Communications

Since 2009, Turkcell has onefocused on its M2M business, whose principal markets in Turkey are car telematics, team tracking, fleet management, POS terminals, security alarms, smart metering, mobile health management, smart agriculture and sales force automation applications. Turkcell launched Turkey’s first M2M Platform in March 2012. With the M2M Platform, customers can manage their devices more effectively. As of December 31, 2012, the largest optnumber of M2M subscribers reached 1.1 million.

Turkcell’s Smart Fleet offers logistics companies new opportunities in databases in Europe geared towards mobile marketingmany aspects of their work, ensuring increased productivity. Also, the system greatly contributes to the environment by preventing wasteful fuel consumption.

Turkcell also offers telemetry solutions to its corporate customers. In partnership with specialized third parties, Turkcell telemetry solutions allow customers to remotely access and advertising activitiescollect metering data without utilizing a field force. Some examples of where telemetry services may be used include alarm systems, gauge metering, reactive energy, transformer stations, pipeline metering controls, and integratedmeteorology stations, among others.

Turkcell Smart Health Solution effectively enables patients with 10 different advertising channels. Through this permission database, advertisers can concentrate on their target market, segment their target groupschronic diseases, such as diabetes, hypertension, asthma and heart arrhythmia, to automatically record and send specific messagestheir test results to their recent and potential customers via these channels.

In 2011, 1,500 mobile marketing projects were accomplishedhospitals in a secure way, providing a reliable remote healthcare monitoring solution. This project was developed in collaboration with 400 different companies participating in 30 different industries. During 2011, Turkcell was highly active in mobile advertising, as it launched several innovative products, including Targeted Location, Targeted Video Streaming, VCard Ads and other display advertising channels. In May 2011, “Targeted Location” was launched to create a new channel in the permission database to enable brands to communicate with their potential customers at a specifically pre-defined location as they are actually there on real time. This provides a great benefit for brands in terms of their abilities to target customers and to optimize their communication budgets. The system can detect any opt in subscriber at any location regardless of their device type. Another positive feature of this service is that it is integrated within each direct mobile advertising channel of Turkcell, including SMS, MMS, Video, Wap Push, IVR and Mobile Coupon.

Turkcell Enablers and Platforms

Turkcell enablers are the key technical infrastructures behind our proprietary products and services. Turkcell ID enabler is an authentication infrastructure that lets users log in to systems with one common, secure and

simple username and password for hassle free access to systems. Recommendation Engine enhances the customer’s experience on Turkcell portals by providing customer-focused content and offers. 8.7 million people were touched by our Recommendation Engine enabler.

Many value-added services including advanced call based enablers, M2M, location based, mobil data and messaging services and platforms and being served to customers.

Turkcell invests in platforms that enhance the user experience and the discoverability of services such as Turkcell T-Market, which is a one-stop, localized application shop for users to download both free and paid mobile applications to their supported handsets.Istanbul University.

New Technology Businesses

We are looking beyond our current value-added offerings and focusing our efforts on continuously developing innovative products, services and solutions to meet our consumer and corporate customer needs and expectations. We have built a strong innovation partner network consisting of both internal and external innovation resources to provide advanced customer experience with unique value propositions delivered through cutting-edge technology. We are connected to leading global innovation hubs, such as Silicon Valley and Boston in the U.S. and the Far East, to closely follow global market trends and identify new business opportunities. We also have a strong local partner ecosystem. We are partnering with various adjacent industry players and startup companies in verticals such as Finance, Media and Travel to launch competitive offerings and build new businesses that will both differentiate us in the marketplace and contribute to our growth.

Turkcell Mobile Payment

Turkcell Mobil Odeme is a SMS-based operator billing service, which was launched in 2009. In 2012, more than 1.9 million subscribers paid over TRY 87 million via Turkcell Mobile Payment for online gaming, social networks, membership payments, ticketing, digital and physical goods/services.

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After introducing two new mobile financial services in 2011, Turkcell formed a new strategy in order to increase the penetration of financial services and launched Turkcell Wallet in October 2012. Turkcell combined its NFC-based mobile wallet service Cep-T Cuzdan and its SIM banking platform Cep-T Para under a single platform (Turkcell Wallet).

Turkcell Wallet has all the functions of the existing Cep-T Para and Cep-T Cuzdan services; however, it also has new features, including remote payment, data package purchase and offers and coupons. Turkcell aims to meet the basic financial needs of its customers, including those who do not have bank accounts.

The basic principle behind the service, which operates in co-operation with Mastercard, is to link debit, credit or prepaid card numbers with the customer’s GSM number, so that customers can use their GSM numbers in order to make financial transactions with their cards.

The features of Turkcell Wallet include:

Turkcell Wallet is a platform open to all banks operating in Turkey. The customers of these banks can benefit from Turkcell Wallet with their existing bank or credit cards, while other Turkcell customers can start using Turkcell Wallet with prepaid card solutions presented by Turkcell in cooperation with Akbank and Garanti. Since January 2013, five major Turkish banks have participated in Turkcell Wallet (Akbank, Denizbank, Garanti Bank, Is Bank and Yapi Kredi) with varying levels of integration; some of the banks support the NFC-function, while others support NFC, as well as other functions. We expect more banks to join the Turkcell Wallet platform in 2013.

As of February 2013, Turkcell Wallet has almost 1.2 million customers: 425 thousand of these customers had activated their wallet by linking at least one card. Fifty of the top 100 e-commerce merchants in Turkey accept payment with Turkcell Wallet, and each day thousands of financial transactions are processed using Turkcell Wallet.

Digital Media Services

TV & Video Services

By streaming technology at 3G speed, Turkcell introduced MobilTV service in 2009 which enabled Turkcell subscribers to watch live television channels and on-demand video content on their mobile phones.

On April 18, 2012, Turkcell re-brandedre-launched MobilTV service and introduced Turkcell TV+TV with an enhanced multiscreen “personal” user experience and a rich content library.

With Turkcell TV+ enables users to watch over 40 live channels, including premium sports TV, channels (live Lig TV), combiningTurkcell and Turkcell Superonline, subscribers can access all of the experience oncontent from their cell phones, tablets, computers and now computers.connected TVs with both 3G and broadband internet connections. Turkcell TV+TV also introduced an on-demand content library,

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which includes a large selection of movies, popular TV series and programs. Turkcell TV+ subscribersTV allows users to watch 57 live channels, combining the experience on their phones, tablets, computers and connected TVs. Subscribers also enjoy social connectivity, sharing, personalization and content discovery in real time with Facebook and Twitter integration. With the social TV feature, subscribers can share what they watch, as well as their thoughts on a particular program or film. They can also pause the program or film they are watching and continue watching from the same moment that they paused using another device.

Turkcell Mobile Financial ServicesDergilik & Turkcell Kitaplik

Turkcell’s Mobile Financial Services is growing rapidly. Two new services, Turkcell Cep-T ParaDergilik (Turkcell Mobile Money) and Turkcell Cep-T Cüzdan (Turkcell Mobile Wallet), have been introduced in addition to Turkcell Mobil Ödeme (Turkcell Mobile Payment).

Turkcell Mobil ÖdemeMagazine Kiosk) is an alternative way to make purchases. It is an easy and secure payment method provided only via SMS approval request. The purchase amount, within the limits allowed, is billed to a mobile phone account or deducted from prepaid credit. 2.5 million Turkcell subscribers have used the Mobil Ödeme service to date.

Turkcell Cep-T Cüzdan, Turkcell’s mobile wallet service based on NFC technology, aims to bring a physical walletapplication that gives users free access to the mobile world. Cep-T Cüzdan offers consumers added value by providing functionalities beyond payment, from loyaltyhighest quality magazines published in Turkey on their iOS/Android tablets and ticketingsmartphones. The magazines available through the Dergilik application are enriched with additional videos, photographs and music and provide a unique experience to ID applications and physical access. Turkcell was one of the first mobile network operators to launch NFC services commercially on several handsets, including Turkcell T11 and T20, among the first available NFC SWP-compliant handsets running on the Android platform.users with 3D animations. The multi-application support of Cep-T Cüzdanapplication allows users to selectaccess both the current and past issues of magazines, providing its users with diverse content. The “Text Only” feature available on iPhone and Android smartphones allows for comfortable reading on a preferred payment card from available cards. Last transaction details, loyalty points collectedsmall screen. We have registered 168 thousand users on the Turkcell Dergilik platform since its launch and location-based offers can be accessed and conveniently used through a unique user interface. Currently, three bank applications, Yapi Kredi, Garanti Bank and Akbank, and road toll payment applicationsover 1 million magazines were downloaded in collaboration with Bank Asya, have taken place in Cep-T Cüzdan.2012.

The Turkcell Cep-T Cüzdan solution is recognized to be unique in many ways:

Turkcell Cep-T Para service was launched in June 2011 and is an open platform to all banks. The platform matches mobile phone numbers with a card number and enables financial transactions such as money transfers and GSM top-ups via mobile phone. Customers can register with their credit or debit card as well as with their prepaid card. Turkcell also launched a prepaid card “Cep-T ParaCard” with the MasterCard logo issued by Garanti Bank. Turkcell customers can purchase the Cep-T ParaCard and subscribe to the Turkcell Cep-T Para service from anyKitaplik website, users may immediately begin reading using Turkcell Communication Center (TIMs)Kitaplik iOS/Android applications. Users can synchronize the last page they have read across their Turkcell Kitaplik applications so they can continue where they left off and top-up money to the card via Garanti POS machines at TIMs, or from any Garanti ATM. Customers can use their cards for payments worldwide wherever MasterCard is accepted. Turkcell Cep-T Para is a SIM-based secure service that can be used with any handset. Turkcell Cep-T Para subscribers can use this service to transfer money to any operator’s mobile subscribers. Recipients can withdraw their money instantly from Garanti ATMs by simply using a secure code sent to them, without a debit card. Subscribers can also useaccess their bookmarks or notes. In addition, users can share e-book titles on social media with friends. We have registered 20 thousand users on the service to top-up their GSM prepaid line. More than 200,000 cardsTurkcell Kitaplik platform since its launch and over 55 thousand e-books were registered to the servicedownloaded in 2011.2012.

Internet Ventures

Bavul.com is an Internet-basedinternet-based flight, bus ticket and hotel search site. In addition to the website, www.bavul.com has Android, iPhone and Java applications. Users can search all airline companies’ tickets and over 100,000 hotels on bavul.com. They can search, or filter, tickets, book or purchase themtickets via bavul.com. Users can see all flight ticket alternatives on the same page.

If users cannot find a good deal on bavul.com, they can use the Price Alert tool. The Price Alert tool aims at finding the best tickets. Also, bavul.com has unique content about lots of cities. Bavul.com users are always informed with SMS service about the weather, local time and exchange rates of their arrival destinations. Users can easily find all the information they need about a specific city, such as must-see places, where to shop, and where to visit.

At the same time, bavul.com presents some special offers to Turkcell subscribers. For example, discounts or a credit card bonus are available.

Okul.com.tr is an online educational platform for teachers, parents We have over 220 thousand registered users on www.bavul.com and students enabling them to exchange information and further enhance communication by providing social features as well as enriched educational content. Moreover, Okul aims to become a continuous learning platform for adults.

Gezenzi is a social microblogging service, where users can share their status, reviews and photos. Users can also explore reviews about POIs, messages and photos around them.its applications were downloaded over 607 thousand times in 2012.

Turkcell DergilikGroup company Fizy.com is another example of our internet focus. Fizy is the most popular online music search engine in Turkey with over 25 million unique visitors annually. The site enables users to search and stream from a free Turkcell application that enables you to read currentlarge music library, create playlists and past issues of Turkish magazines, choosing from among a wide variety of publications.enjoy several recommendation services such as artist radios, online radio stations, and mixes both on web and mobile platforms. Fizy was designated by Mashable Awards as the best music search engine in 2011.

External Innovation Channels & Entrepreneurship

We believe utilization of bothTurkcell uses internal and external innovation is one of the major drivers for growth. In addition to our strong partner ecosystem built in 2002, we are now more tapped into the entrepreneurial community, in orderchannels to develop new products, and services and build new partnerships with startup companies. Webusiness areas. To further strengthen our partner ecosystem that we have confidence inbeen developing since 2002, we tap into the creativity and agility of technopreneurs to build new experiences for our different customer segments.entrepreneurial community. We have been investing in the local entrepreneurial community, partnering with key stakeholders of this ecosystem, not onlysuch as entrepreneurs, but angel investors, institutional venture capitalists,investors, universities, technopolises, business incubation and acceleration centers and non-governmental organizations as well as public institutionsinstitutions. We have built local and authorities. In parallel to our local partnerships, we are building an international innovation networknetworks with key regional innovation hubs in the U.S., Europe and the Far East, to make sure we arebe connected to innovation centers and talent pools.resources. We are now one of the main local stakeholders for organizations such as Endeavor MIT Enterprise Forum and the U.S. State Department leadDepartment-lead Global Entrepreneurship Program (GEP). Turkcell has been differentiating itself from competitors with its sustainable focus on innovation and entrepreneurship through its continuous support of entrepreneurship-related initiatives such as acceleration program partnerships, business plan competitions, forums and events like the Global Entrepreneurship Weekend, university roadshows, seminars and many others.

One solid example of our startup focus is our investment in a successful startup called Fizy. Fizy is the most popular online music search engine in Turkey. The site enables users to search and stream from a very large music library, and save songs in their playlists. Fizy was also designated by Mashable Awards as the best music search engine in 2011.

Corporate Product Management

An important goal for Corporate Product Management is to provide corporate customers with a competitive advantage by providing non-core industrial solutions, thereby delivering a new category of revenue sets for customers. Spanning from frozen-food chains to farming, many types of solutions are available to streamline customer processes and provide operational efficiency, new revenue streaming channels and better consumer reach and experience.27

Corporate Telco Services

Through the Turkcell Akilli Yetenekler (Turkcell Smart Enablers) infrastructure, Turkcell corporate customers are able to enrich their own services to their customers with Turkcell capabilities. By using Turkcell Akilli Yetenekler services, companies can deliver the right service to the right customers via the most appropriate channels.

Authentication Services

Mobile Signature enables customers to sign electronic documents and transactions with a legally accepted digital signature using GSM SIM cards. Mobile signature subscribers can easily verify their personal identity in a digital environment and complete transactions remotely, without the need for their physical presence. Mobile Signature was launched in February 2007. There are currently 65 application providers in the market, representing industries as diverse as banking, e-government, insurance, healthcare and e-commerce. The Banking Regulation and Supervision Agency (“BRSA”) enacted a decree in January 2010, which requires two-level authentication usage for online banking transactions and positively affected the number of Mobile Signature users.

One Time Password is widely used by corporate customers for two-level authentication controls on transactions. The platform allows corporate customers to send a password valid for one time only via SMS to consumers when providing authentication on transactions.

Location-Based Services

Corporate customers can monitor and manage their sales forces and fleets with Ekip Mobil. Ekip Mobil provides a management console that allows customers to view their field teams/vehicles on a map, define alarms for specific regions and create direct communication channels to the field. Ekip Mobil can be used on any mobile device. For companies, the investment costs are minimal.

Machine to Machine (“M2M”) Communications

Since 2009, Turkcell has been focused on its M2M business, whose principal markets in Turkey are car telematics, team tracking, fleet management, POS terminals, security alarms, smart metering and sales force automations applications.

MobilPOS enables corporate customers to make payment transactions where there is limited fixed-line access for POS terminals. MobilPOS is a SIM card integrated POS device working on the GSM network enhancing usage territory for POS terminals. Customers benefit from the advantage of completing their transactions “location free” as well as from a more enriched customer experience.

Turkcell also offers telemetry solutions for corporate customers. In partnership with specialized third parties, Turkcell telemetry solutions allow customers to remotely access and collect metering data without utilizing a field force. Some examples of where telemetry services may be used include alarm systems, gauge metering, reactive energy, transformer stations, pipeline metering controls, and meteorology stations, among others.

Other Services

International Roaming

Our coverage extends to many countries in Europe, Asia, Africa and North and South America.the world. As of December 31, 2011,2012, we have further enhanced our position as the leading mobile operator of international roaming services by expanding our partnership in 209205 destinations throughout the world, pursuant to commercial roaming agreements with 680678 operators.

Since July 2002, we have provided roaming services for prepaid subscribers of foreign mobile operators visiting Turkey. We were the first operator to provide such a service in Turkey. This service, called Passive Customized Applications for Mobile Network Enhanced Logic (“passive CAMEL”), can only be enabled if both operators have installed the CAMEL system on their networks. As of December 31, 2011,2012, we offered prepaid roaming to the prepaid subscribers of 255305 operators in 118125 destinations.

Since October 2004, we have offered roaming services for Turkcell prepaid subscribers traveling abroad. This service, called Active Customized Applications for Mobile Network Enhanced Logic (“active CAMEL”), can only be enabled if both operators have installed the CAMEL system on their networks. As of December 31, 2011,2012, we offered prepaid roaming to Turkcell prepaid subscribers through 315355 operators in 139144 destinations.

Since October 2002, we have offered GPRS roaming. As of December 31, 2011,2012, we allowed our subscribers to access the Internetinternet and reach their email accounts while traveling, through 494522 GPRS roaming partners across 166171 destinations.

In order to balance international SMS traffic, we began signing international SMS Interworking Agreements with other mobile operators in April 2002 and as of December 31, 2011,2012, we had signed 153152 International SMS Interworking Agreements. As of December 31, 2011,2012, our subscribers can send SMS to more than 620678 mobile operators located in 202205 destinations, including North America and China.

Since December 2005, our subscribers have been able to send and receive MMS to and from subscribers of foreign operators. As of December 31, 2011,2012, our subscribers were able to send MMS to 143147 mobile operators in 76 destinations.

On July 30, 2009, we became the first operator to launch 3G Roaming services in many different locations around the world. As of December 31, 2011,2012, our subscribers enjoyed high speed mobile Internetinternet connections with 263314 operators in 110128 destinations.

We have entered into direct international roaming agreements with GSM operators around the world, including in Cuba, Iran, Sudan, Libya and Syria. These arrangements have been entered into in the ordinary course of business and on arm’s-length terms that we believe to be in line with industry standards. Under the roaming arrangements in the listed countries, our net revenues for roaming on our Turkish network totaled less than $5$3 million and our net expense for our subscribers roaming on the networks of operators onin the listed countries was less than $1.4$2 million. In financial terms, we do not believe that our roaming arrangements with operators in Cuba, Iran, Sudan, Libya and Syria are material.

Tariffs

Our charges for voice, messaging and data consist of monthly fees, usage prices, bundles and volume discount schemes and options under various tariff schemes. Our license agreement regulates our tariffs for GSM services. The license agreement provides that, after consultation with us and consideration of tariffs applied abroad for similar services, the ICTA sets the initial maximum tariffs in Turkish Lira and U.S. Dollars. Thereafter, our license agreement provides that the maximum tariffs shall be adjusted at least every six months. The license agreement provides a formula for adjusting the existing maximum tariffs. For the maximum tariffs established in Turkish Lira, the formula is: the Turkish Consumer Price Index announced by the Ministry of

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Industry and Trade for Turkey minus 3% of the Turkish Consumer Price Index announced by the Ministry of Industry and Trade. For the maximum tariffs established in U.S. Dollars, the same method is applied to the USA Consumer Price All Item Index Numbers.

Although the Concession Agreement includes a provision regarding the increase of the maximum tariffs, the ICTA has decreased the maximum tariff since 2007, which has negatively affected our tariff structure. The Company initiated lawsuits for the annulment of such decisions. Some of the lawsuits were rejected by the courts and we appealed these decisions. The other lawsuits are pending.

For more information on how our maximum and minimum price levels are established, see also “Item 4.B. Business Overview—Regulation of the Turkish Telecommunications Industry”.

There are various voice tariffs based on the subscriber segment (postpaid or prepaid, corporate or individual).

Main Tariffs

We have segmented tariffs plans that target specific subscriber groups. In the postpaid segment, pay as you go tariffs offer flat and on-net (Turkcell subscriber to Turkcell subscriber) usage advantages. The packages include minutes for flat, on-net and fixed line calls, intra-company calls or all national directions. Packages are widely preferred by our customers. In the prepaid segment, the main tariffs offering advantageous prices that are based on a refill amount are “Super Tariff” and “Youth Tariff”. In addition, we provide fee-based optional minute packages/TRY cards for calls to PSTN⁽¹⁾, OMO⁽²⁾ (Public Switched Telephone Network) and for calls within a specific time period, such as weekends and nights.other mobile operators.

The main tariffs listed below for postpaid and prepaid subscribers are asWith the introduction of March 15, 2012. Prices are given in TRY and include both 18% VAT and the 25% Special Communication Tax.

Consumer Tariffs and Loyalty Programs

Prices are given in Turkish Lira and include both 18% VAT and the 25% Special Communication Tax.