As filed with the Securities and Exchange Commission on March 20, 2017

21, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMFORM 20-F

OR

For the fiscal year ended December 31, 20162017

OR

For the transition period fromto

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 Kucukyali Plaza

Aydinevler Mahallesi Inonu Caddesi No:20 Kucukyali Ofispark B Blok

Maltepe

Istanbul, Turkey

(Address of Principal Executive Offices)

Mr. Zeynel Korhan Bilek

Telephone: +90 212 313 8150

Facsimile: +90 216 504 4058

Turkcell Kucukyali Plaza

Aydinevler Mahallesi Inonu Caddesi No:20 Kucukyali Ofispark B Blok

Maltepe

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  ☒    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  ☒

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  ☒    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 ofRegulation 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 anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.  ☐                Non-Accelerated Filer  ☐

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

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 inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

TABLE OF CONTENTS

INTRODUCTION

This is the 20162017 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 “Company”, “we”, “us”, “our”, “Group” and similar terms refer to Turkcell, its predecessors, and its consolidated subsidiaries, except as the context otherwise requires.

Our audited Consolidated Financial Statements as of December 31, 20162017 and 20152016 and for each of the years in the three-year period ended December 31, 20162017 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”).

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, 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.

Statements regarding our market share and total market size in Turkey 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 ICTA’s 3G coverage calculation specifications issued on April 25, 2012. Statements regarding 4.5G coverage and performance are based on our own calculations, pending publication of ICTA specifications.

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

We have not independently verified the information in industry publications or market research, although management believes the information contained therein to be reliable. We do not represent that this information is accurate.

The methodology for calculating performance measures such as subscriber numbers, average revenue per user (“ARPU”) and churn rates varies substantially among operators and is not standardized across the telecommunications industry, and reported performance measures thus vary from those that would probably result from the use of a single methodology. In addition, subscriber numbers in the mobile communications sector may be difficult to calculate as a result of individuals having more than one SIM card or SIM cards being removed due to periods of inactivity. The differing methodologies for calculating these performance indicators make it difficult to draw comparisons between these figures for, and to determine the relative market share of, different mobile operators.

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 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.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

Not Applicable.

3.A Selected Financial Data

Our audited annual Consolidated Financial Statements including our consolidated statements of financial position as of December 31, 20162017 and 20152016 and our consolidated statements of profit and loss, comprehensive income, changes in equity and cash flows for the three years in the period ended December 31, 20162017 (“Annual Consolidated Financial Statements”) 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”).

Effective from the fourth quarter of 2015, our financial statements have been presented in TRY only, the currency in which we recognize the majority of our revenues and expenses. We no longer present financial statements in USD. This change has allowed us to align our Turkish and US reporting.

The following information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects”, our audited Consolidated Financial Statements as of December 31, 2017, 2016 2015 and 2014,2015, and the related consolidated statements of profit and loss, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2017, 2016 2015 and 2014,2015, and the related notes appearing elsewhere in this annual report.

The following table presents our selected consolidated statements of operations,income, statement of financial position and cash flows data as of and for each of the years in the four-yearfive-year period ended December 31, 2016,2017, 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 year ended December 31, 2016;2017 and our selected consolidated statements of operations, statement of financial position and cash flows data as of and forone-year period ended December 31, 2012, presented in accordance with IFRS as issued by the IASB which have been derived from our accounting records as of and for the year ended December 31, 2012. Our financial statements for 2012 were originally published in U.S. dollars and were audited.respective years.

(4)

Turkcell’s ownershipFollowing inconclusive negotiations for us to purchase Telia’s stake inA-Tel was sold Fintur and KCell, we decided to Bereket Holding A.S.sell our Fintur stake and consequently, Fintur is classified as held for a consideration of TL 31.0 million in 2014. The Company accounted its joint ventureA-Tel by applying equity method accounting until August, 27 2014.sale and reported as discontinued operations (Note 16).

We have announced our intention to exit from jurisdictions in which Fintur operates and initiated an active program to locate a buyer for our stake. Fintur is now classified as held for sale and reported as discontinued operations (Note 17).

Non-IFRS measures

Adjusted EBITDA is anon-GAAP financial measure that is defined as the profit of the Company for the period before finance income, finance costs, income tax expense, other income, other expense, monetary gain, profit or loss from discontinued operations, 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 financial performance. Net income is also considered by our management as an indicator for our overall business performance which includes results from our operations, financing and investing activities. Adjusted EBITDA is not a measurement of financial performance under IFRS 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 performance comparisons from period to period and management decision making. It also facilitates performance comparisons from company to company.company, subject to differences in the way it is calculated by different companies. Adjusted EBITDA as a performance 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 and amortization of tangible and intangible assets (affecting relative depreciation and amortization expense). We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties in evaluating the performance of other mobile operators in the telecommunications industry in Europe, many of which present Adjusted EBITDA when reporting their results.

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.

Some of these limitations are:

We compensate for these limitations by relying primarily on our results under IFRS 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 profit, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.

		Year ended December 31,
		2017				2016				2015				2014				2013
		(Million TRY)
Profit for the period			2,037.8				1,543.8				1,903.6				1,436.5				2,329.3
Profit or (loss) from discontinued operations			—				(42.2	)			367.3				202.8				298.0
Income tax expense			(571.8	)			(423.2	)			(667.1	)			(730.4	)			(591.4	)
Consolidated profit before income tax			2,609.5				2,009.1				2,203.3				1,964.0				2,622.7
Share of profit of equity accounted investees			—				—				—				4.5				(0.7	)
Depreciation and amortization			(2,597.0	)			(2,203.3	)			(1,667.8	)			(1,639.4	)			(1,594.4	)
Other operating income/(expense)			(698.9	)			(234.2	)			(225.9	)			(76.3	)			(58.9	)
Monetary gain			—				—				—				205.1				176.9
Finance income/(costs)			(322.9	)			(172.8	)			(43.4	)			(291.6	)			555.3
Adjusted EBITDA			6,228.3				4,619.5				4,140.5				3,761.8				3,544.5

The following table presents selected operational data:

I. Operating Results

II. 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. 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 exchange rate announced by the Central Bank of Republic of Turkey (“CBRT”). The assets and

liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to TRY from the functional currency of the foreign operation at foreign exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to TRY at monthly average exchange rates excluding foreign operations in hyperinflationary economies which are translated to TRY at exchange rates at the reporting date.

The income and expenses of foreign operations in hyperinflationary economies are translated to TRY at the exchange rate at the reporting date. Prior to translating the financial statements of foreign operations in hyperinflationary economies, 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. 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 continued to support financial stability and the implementation of the floating exchange rate regime in 2016.2017.

The hyperinflationary period in Turkey ceased by December 31, 2005 and commenced in Belarus on January 1, 2011 and ceased by January 1, 2015. Accordingly, the economy of Belarus was considered to transit out of hyperinflationary status and we determined to cease applying IAS 29 starting from January 1, 2015. 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 exchange rate on March 10, 201713, 2018 was TRY 3.7522=3.815= $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. 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.

Competition in the Turkish telecommunications market may adversely affect the growth of our business and our financial condition.condition and the competition that we face may evolve with our business strategy.

The majority of our revenue comes from our operations in Turkey. Competition in this market and certain regulatory actions, in particular those that limit our ability to respond effectively to competitive pressures, may adversely affect the growth of our business and our financial condition. Continued price competition and higher incentive-driven competition has, and will continue to, put pressure on our prices, market shares and 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.

In thisour conventional Turkish telecommunications market, we currently face intenseprice competition on telecommunication services from two other operators, Vodafone and Turk Telekom Group, both of which have recently experiencedGroup. Turk Telekom’s majority shareholder, Oger Telecom, has defaulted on the bank loans it used to finance its stake in Turk Telekom. We cannot predict how this situation will be resolved, but changes in senior management, whichTurk Telekom’s strategy and/or ownership may result, in changes in their strategies. As part of the changes to our own strategy announced in 2015, we are taking an integrated approach to the mobile, fixed and TV businesses. When viewing mobile and fixed aswhich could have a single converged market, we are the second largest player in Turkey in terms of revenue, after the Turk Telekom Group, whereas when viewing the mobile market alone, we are the market leader.

In light of this newly-defined strategy and market, our aim is to solidify our position in Turkey as a converged communications and technology services company. However, our convergence strategy faces numerous challenges, including gaining access to the installed infrastructure, particularly from the incumbent operator, and to content. We also face the challenge of building or acquiring required assets at a reasonable cost. Furthermore, within our own organization, legal impediments prevent us from freely marketing all of our services to all of our subscribers.

In line with our strategy, we are currently in discussion with Turksat, a satellite and cable TV operator in Turkey, Vodafone, and TELKODER, the association of small ISPs of Turkey, to create a joint venture that would deploy fiber infrastructure in Turkey. No assurance can be given that these discussions will be successful. If the joint venture is established, the associated costs and regulatory hurdles are likely to be significant and the sharing of infrastructure may have an impact on the waycompetitive environment in which we market fiberoperate.

A key element of our strategy going forward is to offer digital services, including into our convergent offers, and onto be the competitive landscape“digital operator”. As a result, we expect to find ourselves increasingly in competition with companies that specialize in the fiber market.development of internet applications and services (namely “over-the-top”, or “OTT” services). The leading companies in these businesses have the advantage of operating in more lightly regulated environments and are generally global (WhatsApp, Spotify, etc.), while our company today is primarily a Turkey-based telecom company in heavily regulated businesses and with a smaller global footprint. These global players are actively entering the Turkish market, which is likely to increase the competition we face in these businesses and may have a negative impact on our growth capabilities as a digital operator. In this regard, no decision has yet been taken regardingaddition, newer applications from less well-known developers are constantly being introduced and may disrupt areas of the contributiondigital services industry in which we seek to compete. These established and newer applications and services make use of the internet as a substitute for some of our existing fiber infrastructure to the proposed joint venture.

Asmore traditional services, such as messaging and voice. Reduced demand for these telecommunications services has had an adverse impact on our revenues. Furthermore, other “traditional” operators in Turkey might also move towards such services, thereby increasing competition in the local market. For example, Vodafone is already engaged in partnerships for this purpose, including with Spotify in Turkey.

Another obstacle to our growth as a “digital operator” is that certain apps offered by our competitors are also moving towards converged services, aggressively priced converged offers may have an adverse effect onalready embedded in the phones of our revenue, ARPUcustomers, which increases their accessibility in comparison with our apps. For example, the Apple Music app, which is a competitor of our fizy app, is embedded into iPhones and our market share. Furthermore, convergence may increase the level of competition from other operators that have not been our traditional competitors, such as television service providers, that may prevent us from acquiring new customers.is thus significantly more accessible.

In our conventional telecommunications business, in the past, Turkey’s principal telecommunications regulator, the ICTA, has interfered with our ability to price our services and respond to competitive pressures.

Regulatory actions such as the ICTA’s regulations on our retail pricing and maximum retail prices had beenwere a significant factor in shaping the development of the Turkish market and in our ability to respond to changes in the market. Regulatory actions have often favored our competitors, such as interconnection rates which have been set asymmetrically and have facilitated increased competition. Although the ICTA’s maximum and minimum retail price regulations have been lifted, it is possible that the ICTA may act to regulate other areas of our business, including converged offers including digital services, and we cannot predict the impact that such regulation would have on our ability to execute our convergence strategy and on our competitive position and also the removal of the minimum retail price regulation may change the market dynamics.position. Furthermore,sub-brand initiatives of the existing competitors, 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.

Competition has also been affected by In addition, global retail players may enter the increasing useonline retail market in Turkey, which in turn may increase the level of applicationscompetition and services that make use of the internet ashence, have a substitute (namely “over the top”, or “OTT” services) for some of our more traditional services, such as messaging and voice. These have had an adversenegative impact on our revenues which may in the future be material. Reduced demand forsales through Turkcell stores and/or our core services of voice, messaging and data could significantly impact our growth and profitability.online sales channel.

In some businesses, we are dependent on our competitors for certain services that we provide. For example, we are reselling xDSL from the incumbent operator Turk Telekom and we are dependent on their sales service in this business. Therefore, any delay or negligence of Turk Telekom could result in dissatisfaction of our customer endcustomers and lead to churn of our xDSL subscribers.

With respect to terminals, there is an increasing emphasis in the Turkish market on terminal bundled campaigns. Increased demand for terminal bundled campaigns will continue to lead to higher working capital requirements and bad debt expense. Working capital requirements related to terminal financing and bad debt expenses are being managed by our consumer finance company, which commenced operations in 2016. Our consumer finance company is exposed to changes in the economic environment in Turkey and may encounter increased credit default risk, particularly as its credit portfolio increases or in the event of degradation in the economic environment. Furthermore, the demand for consumer loans might be negatively affected in case of an increase in interest rates.

We are in process of restructuring our sales channel and renovating Turkcell stores (TİM). Any delay in store renovation,roll-out execution or disagreement with dealers could lead to a loss of customers or loss of key locations.

Competition in the market may also be adversely affected by changes in a number of other areas that are not specific to telecommunications, taxsuch as taxes (in particular taxes on our services and on mobile devices), increases in interest rates, depreciation of the Turkish Lira against the U.S. Dollar or Euro, macroeconomic developments and changes in consumer behavior, which could in turn adversely affect our financial results and the development of our business.

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

In addition to growing our existing business, our strategy for growth involves selectively seeking and evaluating new investment opportunities and participating in those meeting our criteria. We intend tomay pursue inorganic growth opportunities, bothprincipally in Turkey and in countries whereor ventures in which we believe we can replicate our business model, including countries with a cultural affinity and similar dynamics to our domestic and international marketsare already present, in order to be able to leverage our experience and technological base. Thesebase in mobile or fixed telecommunications and/or services. We may also pursue opportunities maywhich include alliances, such as MVNOs, management service agreements and marketing partnerships, and may be in the area of mobile or fixed telecommunications and services.partnerships. In accordance with our convergence strategy, the opportunities that we pursue in some markets, including Turkey, may include services that would be adjacent or complementary to services that we already offer in such market. markets.

In addition, we may provide services in related areas and also consider investing or increasing our investments in business areas outside of the scope of our core business. Examples of opportunities that we are currently considering or investing in outside of our traditional telecommunications activities include the following:

Telia Company,

We are working towards establishing a joint infrastructure company between Turkcell Superonline and Vodafone Net that would deploy fiber infrastructure in Turkey. We envisage that Turksat, a satellite and cable TV operator in Turkey, may also be involved in the joint infrastructure company subject to obtaining necessary permits. A local internet service provider (ISP) has also declared its intention to exit from jurisdictionstake part in which Fintur operates and initiated an active program to locatethe infrastructure company although it has not made a buyer for our stake. Fintur is now classified as held for sale and reported as discontinued operations. No assurance can be given that we will successfully or completely exit on commercially viable terms.final decision. We may also decide not to sell and it is still possible that we could buy out the majority shareholder, which would likely lead to an increase in our debt and increases in our exposure to macroeconomic risks in the Fintur countries, to fluctuations in currencies that have been prone to devaluation, to countries that have a high risk of corruption and toenter into discussions with other compliance issues. Fintur has been the subject of allegations of corruption in the past, often as part of broader allegations against Telia Company and certain of its subsidiaries. Furthermore, in the case of an acquisition, we would be exposed to risks in our ability to successfully integrate these companies, their systems and their networks and to implement new strategies, and to the reaction of customers, competitors and regulators. If we do not completely exit or acquire Fintur, we also face the risk that the majority shareholder may sell to another party, leaving us as a minority shareholder with a new majority shareholder not chosen by us or that we may disagree with. Should there be a disagreement between us and the other shareholder (Telia Company or a successor) in the future, no assurance can be given that we will be able to take the course of action that we believe appropriate, includingTurkish ISPs with respect to operationaltheir participation in the joint agreement. While the goal of our participation in this venture would be to reduce our capital expenditures as compared to standalone development efforts, initial startup costs may be significant and strategic matters.we may be required to commit in advance to make expenditures at times that we might otherwise choose not to. If we fail to obtain necessary permits for this venture, we may have to terminate these discussions. The regulatory hurdles associated with the establishment of the joint infrastructure company are likely to be significant, and the sharing of infrastructure may have an impact on the way we market fiber services. In this regard, no decision has yet been taken regarding the contribution of our existing fiber infrastructure to the proposed joint infrastructure company. Furthermore, we will face development risk and risks related to the structure and shared control of the consortium. In addition, our competitors may take counter actions that may ultimately reduce the competitiveness of this joint infrastructure company.

New investments may not achieve expected returns or returns that are in line with those of our core business in Turkey, which may cause high value erosion. In many of the markets and businesses in which we have invested, may invest or may invest,increase our investment, it may take several years and significant investmentsexpenditures to achieve desired profitability, if at all. As part of our strategy to becomeas an integrated player offering multiple telecommunications services, we may consider acquiring fixed operators in certain of the markets in which we operate. Any such acquisition would increase our exposure to the risks associated towith these countries and to this typethese types of business.businesses. If we become a minority shareholder in an investment, we might encounter difficulties for the

protection ofin protecting our minority shareholder rights. In addition, if an asset in which we have invested does not provide the expected returns, we may need to make further investment or we may consider disposal at a sale price that may be below carrying value or liquidation.

In the context of our evaluation of potential investments in the regions we target for international expansion, Turkcell has considered opportunities in countries in the Commonwealth of Independent States (CIS), Eastern Europe, the Balkans and the Middle East and Africa (“MEA”), and may consider such opportunities in the future. Operations in many of these countries are subject to economic, political and other risks. Furthermore, for acquisitions outside of Turkey, current and future E.U., U.S. and international laws and regulations, as well as legal and regulatory actions, targeting certain countries, local companies and individuals may curtail our ability to do business in affected countries and may impede our exercise of control. Turkcell itself, as well as certain of its key employees (notably those who are E.U. or 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, and certain individuals involved in such companies, have been the specific targets of such laws and regulations. Similarly, jurisdictions in which we have invested may from time to time become subject to sanctions, as has been the case in Crimea. 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. These factors could have an adverse effect on the demand for and the price of our shares.

Regulatory decisions and changes in the regulatory environment could adversely affect our business and financial condition.

Our industry isWe are subject to extensive regulation,a significant range of legislative and regulatory requirements, both in Turkey and the other countries in which we operate.internationally. Compliance with new and existing laws and 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 and offer new and existing services, including converged services, on customer use of our services, the way we handle, process and store customer data, the terms of our subscriber contracts, the way we can communicate with customers, including in particular our ability to contact subscribers with new converged offers, and our ability to obtain and maintain licenses. 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. Complying with regulations may be costly, and failure to comply may lead to significant penalties, criminal prosecution, adverse publicity and the loss of licenses in the affected line of business or country and could adversely affect our business, financial condition and financial condition.cause significant reputational and brand damage with customers, investors and regulators. Furthermore, our licenses generally have specified terms and renewal is not assured. For more information on regulation and how it may impact our business, see “Item 4.B. Business Overview—Regulation of the Turkish Telecommunications Industry”.

Pricing is one of the key areas in which we are subject to regulation. The actions ofIn the recent past, ICTA and the Ministry of Transport, Maritime Affairs and Communications inof Turkey (the “Turkish Ministry”) regulations and actions relating to our voice, SMS, data and value added services roaming and interconnection pricing have and will continue to, negatively affectaffected our pricing and our ability to design and launch campaigns and offers. Consequently, theseThese regulations have now been lifted and the regulatory burden has consequently been significantly reduced. However, interconnection rates are still set by the ICTA, and, there is a possibility that further regulatory actions have and will continue to adversely affect our business and financial condition. For more information, see “Item 4.B. Business Overview—Regulation of the Turkish Telecommunications Industry”. In addition, the ICTA has determined and may in the future determine that we are an operator with significant market power and as a result impose certain constraints on us, while imposing less stringent ones on other mobile and fixed telecommunications operators in the market, both of which may adversely affect our business and financial condition. RecentlyFor more information, see “Item 4.B. Business Overview—Regulation of the ICTA imposed new rules regarding the proration of service fees for postpaid subscribers that will lead to revenue loss.Turkish Telecommunications Industry”.

The ICTA is currently consideringhas introduced new regulations or changes to regulations in a number of areas that could affect our business, including the following:

We have recently restructured our sales channel and renovated all Turkcell stores and have centralized the supply of products sold in our stores over a single platform that we control to ensure the level of quality and consistency of product lines. Regulatory approvals are critical for the implementation of this restructuring, and thus achieving the projected competitive advantages of this plan. If we fail to obtain the necessary approval, we may have to change our strategy and lose the projected competitive advantages of this plan.

Taxation isand charges are also an areaareas in which we are subject to specific regulations. We are alreadyfor example subject to a Special Communication Tax, which has recently been set at 7.5% across all product lines, and could be adversely affected by an increasetransceiver and receiver unit surcharge payments have now been set at 5% of monthly net sales starting in January 2018. We cannot rule out the possibility of further increases in tax rates or new taxes and charges, including on mobile devices, data, and services. Such taxes have affected, and could continue to adversely affect, consumer demand for products and services and our results of operations.

We are increasingly involved in providing financial services to our customers. As a result of the establishment of our consumer finance company, our participation finance company, and our planned insurance agency company, as well as our existing operations in mobile finance,payment ande-money services, we are subject to a variety of banking and finance laws and regulations (the principal regulator isregulators include the Banking RegulationBRSA and Supervision Agency (“BRSA”))the Insurance Directorate under Undersecretariat of the Treasury), and pursuant to our focus on services such as TV and music, we are subject to broadcasting and copyright laws and regulations. In 2017, Turkcell Enerji, which we fully own indirectly, has obtained an electricity supply license from EMRA for the purpose of electricity energy trading and wholesale and retail electricity sales. This company is subject to laws and regulations governing the electricity market in Turkey. These regulations are different from those that we currently encounter in our core communications business in Turkey and we will need to obtain and develop the expertise required to comply with these laws and regulations, which may be costly. As we enter new businesses, such as energy,the automotive industry, we will also be exposed to the regulatory regimes and decisions specific to those businesses.

Given that we process personal data, in particular of our customers, we are subject to the recent Law on The Protection of Personal Data and the regulations of the Personal Data Protection Authority. Companies subject to such law and regulations have been given a two year period, ending April 2018, to take all the necessary actions to be in compliance with the law and its regulations. Such law and regulations are new and have many ramifications and require significant changes to our systems. Should we fail to properly implement and comply with this law, we might face administrative fines of up to TRY 1,000,000 per event, depending on the nature of the failure(s), as well as other regulatory actions by the Personal Data Protection Authority.

Furthermore, we are subject to various laws and regulations relating to unethical business practices, including bribery and corruption, and international sanctions. The failure by our officers, employees, agents, suppliers and business partners to comply with such laws or rules, in particular the U.S. Foreign Corrupt Practices Act, as well as any failure in the economypolicies and procedures that we put in place in order to monitor conduct and preventnon-compliance, anywhere in the world where we conduct business, could result in criminal prosecution, penalties, withdrawal of licenses and significant damage to our reputation. One of our key suppliers, Ericsson, has been the subject of corruption allegations and investigations, including in respect of its Turkish operations. Although we have not to our knowledge been implicated, no assurance can be given that these allegations and investigations will not touch our Group. Any violation of laws or regulations in these areas may impact our future revenue, depending on the legislation concerned and the nature of the breach.

Any instability in the political environment and/or downturn in the economy, as well as volatile international markets and events and the threat of terrorism, in Turkey andand/or internationally may have an adverse effect on our business and financial 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 economy are likely to have a material adverse effect on our business and financial condition. The performance of the Turkish economy may be affected by global, regional and domestic economic and political developments. In our view,

Turkey’s political stability has temporarily been marred by coup attempt against government in power. Turkey held its inaugural presidential election on August 10, 2014 based on the biggest threatsconstitutional changes implemented following the referendum held on October 21, 2007. Recep Tayyip Erdogan, leader of the ruling AKP, won the election in the first round with 51.8% of the vote. On July 15, 2016, a coup d’état was attempted in Turkey against state institutions, including, but not limited to, the global economy,Turkish government by a faction within the army with ties to the Gulen movement that, in May 2016, was officially designated by the Turkish government as a terrorist organization (“FETO”). On July 20, 2016, the Turkish government declared a three-month state of emergency in the country, entitling it to exercise additional powers aimed at restoring stability across the country. The Grand National Assembly of Turkey extended the state of emergency five times subsequently. The latest extension was approved on January 18, 2018, which extended the state of emergency for an additional three-month period. There can be no guarantee that the state of emergency will not be extended again. The state of emergency entitles the Turkish government to exercise additional powers including changes in policies and laws.

The political and social environments in Turkey, as well as its market stability and foreign relations, have been impacted by the coup attempt and also by ongoing conflict in Syria. On April 16, 2017, a majority of Turkish voters approved a referendum amending certain articles of the Turkish Constitution. The amendments expand the powers of the president to create an executive presidency and are expected to be implemented gradually by November 2019, the sustainabilityexpected date for the next general and presidential election. Given the fact of this upcoming election, there can be no assurance that the political uncertainty will disappear. The failure of the government to devise or implement appropriate social and economic growth andreform agenda, may individually or in the sustainability of current low energy prices, which have generally benefittedaggregate adversely affect the Turkish economy and, the country’s current account deficit. The effectin turn, our business, financial condition and results of prolonged low energy prices on commodity exporter countries inoperations.

Following the region such as Russia, Saudi Arabia and Iran may negatively affect terms of trade between these countries and Turkey. Other potential threats to the Turkish economy result from an increasing pace of normalization of U.S. monetary policy with possible higher inflation and interest rates under the new U.S. administration, continuing Eurozone deflation risks, and geopolitical tensions with military operations in Iraq and Syria and the southeastern part of Turkey and instability in Ukraine in the Commonwealth of Independent States (CIS), the Balkans and Caucasus regions.

The Turkish economy grew for 27 successive quarters until Q3 2016, including growth of 3% in 2014 and 6.1% in 2015. The Turkish economy experienced a 1.8% contraction in the third quarter of 2016. If the Turkish economy slows or develops in unexpected ways, this may have an adverse impact on our operations and financial condition.

The Turkish economy is also sensitive to instability in the domestic political environment, which has been a factor in recent years, notably the failed July 2016 coup attempt. After this failed coup attempt, economic activity declined in the third quarter. Despite slowing domestic growth, improvement in the current account deficit was halted, in particular due to a sharp decline in tourism income. The coup attempt and regional political tensions are believed to have contributed to a 35% fall in tourist arrivals in 2016. In addition, political decisions in the countries that we serve to limit internet access (including limiting access to YouTube or Twitter) may negatively impact our revenues.

During the failed July 2016 coup attempt, we were required to provide certain communication services for free, adversely affecting our revenue. In the state of emergency that has followed, on July 21, 2016, the Turkish Capital Markets Board (the “CMB”) under its Communiqué on ShareBuy-backs decided to temporarily remove the limits that are applicable to public companies’ acquisition of their own shares (especially the limit restrictingbuy-backs up to 10% of the share capital) and authorized Turkish public companies to initiate stock repurchases, even in the absence of shareholder approval. Public companies that do not currently have any sharebuy-back programs can acquire their own shares from the stock exchange without being subject to any limit under the Communiqué provided that they publicly disclose any such trade. No end date has been set for this temporary regime. Our company with its board resolution dated July 27, 2016, has chosen to take advantage of this authorization and set aside a maximum fund amount (TRY 150 million) forbuy-backs of both shares and bonds and has purchased 6,815,563 shares in a price range of TRY 8.92 to 9.99 from September 2016 through March 10, 2017 at a cost of TRY 65.60765.6 million. On

January 30, 2017 our board increased the maximum fund amount to TRY 300 million for sharebuy-back, including our ADRs traded on the NYSE, and bondbuy-back, allowing management to buy, sell and/or redeem these securities within the maximum fund amount.

In this context, in 2016 we purchased a nominal amount of USD18 million of our Eurobond (amounting to approximately TRY 57 million). In 2017, we sold the total nominal amount back to the market. This is a temporary regime that the CMB may discontinue at any time. The eventualIn the event of a discontinuation of this policy, our management will not be able to react, at its sole discretion and immediately, to volatility in the market for shares.

More generally, in our view, among the biggest threats to the global economy, including Turkey, in 2018 are the sustainability of economic growth and the sustainability of current low energy prices, which have generally benefitted the Turkish economy and the country’s current account deficit. The effect of prolonged low energy prices on commodity exporter countries in the region such as Russia, Saudi Arabia and Iran may negatively affect terms of trade between these countries and Turkey. Other potential threats to the Turkish economy is the ongoing normalization of U.S. monetary policy along with higher inflation and interest rates under the new U.S. administration, fragile growth outlook in Turkey’s key export destinations, the Eurozone, and geopolitical risks stemming from instability in Iraq, Syria, Iran, Georgia, Cyprus, Egypt, Tunisia, Israel, Armenia and Russia, the impact of this on Turkish foreign relations, including with the United States, as well as increasing uncertainty regarding the political outlook in Ukraine and in the Commonwealth of Independent States (CIS) regions. Furthermore, Turkish Army is dedicated to fight against terrorist groups inside Turkey, Syria and Northern Iraq, notably the People’s Congress of Kurdistan (known as the PKK), and also extremist terrorist groups like ISIS in neighboring countries. Turkey’s Afrin operation against ISIS,YPG/PYD/PKK, which started in January 2018, can impose higher risks on budget deficit if the operation lasts longer than anticipated.

Although the Turkish Government’s medium-term program envisages growth of 5.5% in 2018, such outlook may be affected by increasedgeo-political uncertainties and a weakening in consumer confidence. A series of factors, among which TRY depreciation, robust domestic demand and high energy prices, have led to a rise in headline inflation to 11.9% in December 2017, which is the highest level since December 2003. The budget deficit rose to 1.6% of the GDP in December 2017, and is expected to widen as a result of increased government spending to sustain strong economic activity, and Turkey’s current account deficit has increased in recent periods as well. Geopolitical and domestic political factors, such as the military intervention in Syria and therun-up to the November 2019 presidential elections, are other sources of uncertainty and impose further risks on the country’s economy, and could further increase the pressure on the Turkish Lira and interest rates. Also, Standard & Poor’s credit rating for Turkey has stood at BB with negative outlook since 2017, while Moody’s credit rating was recently downgraded to Ba2, with a stable outlook. Furthermore, after the failed July 2016 military coup the government guaranteed more than TRY 200 billion ($52.2 billion) worth oflow-cost loans to boost credit growth and stimulate the economy. Expectations are that this program may be reduced, which would be likely to have an adverse effect on the demand for shareseconomy and banking sector. Should the Turkish economy experience a contraction or develop in unexpected ways, this may have an adverse impact on our operations and financial results.

There can be no assurance that the political and more importantly geopolitical situation within Turkey or its neighboring countries will not deteriorate. The rise of protectionism and the threat to globalization is likely to impact political and economic affairs. These, coupled with rising geopolitical risks, might deter politicians from implementing economic programs, may individually or in the aggregate adversely affect the Turkish market, includingeconomy and, in turn, our shares,business, financial condition and lead to a decline in the pricesresults of such shares.operations.

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 has and is likely to continue to expose us to economic, political, social, financial, regulatory, currency devaluation and legal risks. These risks have affected and could adversely affect our result of operations and the carrying value of assets in our financial statements. Turkcell Group has investments in emerging markets including Azerbaijan, Belarus, Georgia, Kazakhstan, Moldova, the Turkish Republic of Northern Cyprus and Ukraine and has activities that involve other emerging markets. We are also exploring new opportunities, primarily in emerging markets.

Legal systems, institutions, commercial practices and economies in emerging markets tend to be relatively underdeveloped and some may also suffer from relatively high rates of fraud and corruption. Furthermore, throughThrough 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, such as in our new consumer finance company.business. We will need to obtain the expertise required to compete and operate in these new businesses, which may be costly. No assurance may be given that we will succeed and that we will not incur losses that could adversely affect our business and financial condition. For example, several of our subsidiaries are providing financial services including, for instance, providing credit, payment intermediation and bill payment services, which are different from those in our traditional telecommunications activities and increase

our exposure to certain risks that are common to both. Providing financing and financial services to our customers exposes us to liquidity and market risk, credit risk, fraud risk and cyber-attack risks, in particular with respect to credit cards and personal information that we process and hold. This includes through the expansion of our mobile payment business, Paycell, in Turkey, Ukraine and the Turkish Republic of Northern Cyprus. We have also created a consumer finance company Turkcell Finansman A.S. (“Financell”), which manages the high working capital requirements and bad debt expenses arising from the high demand in the Turkish market for “bundled” offers featuring both communications services and a communications device, particularly a smartphone. This company commenced operations in 2016. Loans outstanding at December 31, 2017 totaled TRY 4.2 billion, and this amount is expected to grow throughout 2018. Our credit default risk may increase particularly as the credit portfolio increases, or in the event that our lending criteria fail to preserve the quality of our assets, and/or in the event of economic activity slowdown in Turkey and in Turkish Republic of Northern Cyprus, where we also offer consumer financing. The foregoing may lead to losses and eventual tightening of lending criteria, which in turn may cause a reduction of the loan portfolio, which is likely to affect our profitability. Furthermore, the demand for consumer loans might be negatively affected by financial conditions, particularly interest rates and currency. The Turkish financial sector, including banks, financial leasing and factoring companies, payments ande-money institutions and consumer financing companies, is regulated by the Banking Regulation and Supervision Agency (“BRSA”). The BRSA may enact changes in regulations regarding consumer finance activities, which might restrict part of our consumer finance business. These restrictions may include a number of installment limits or prohibition on financing of specific goods or services. More generally, the consumer finance sector is rapidly evolving and no assurance can be given that we will be able to adapt to market trends and that new competitors will not emerge. If this were the case, we may not be able to realize the synergies that we expect from our consumer finance business.

Turkcell Group has investments in emerging markets including Azerbaijan, Belarus, Kazakhstan, Moldova, the Turkish Republic of Northern Cyprus and Ukraine and has activities that involve other emerging markets. Legal systems, institutions, commercial practices and economies in emerging markets tend to be relatively underdeveloped and some may also suffer from relatively high rates of fraud and corruption. Were we to be affected by corruption, we could incur significant penalties under applicable anti-corruption legislation, including the U.S. Foreign Corrupt Practices Act as well as reputational harm. Turkcell Group also retains relevant risks with regards to is divested businesses.

In some countries, we hold our investments with another shareholder or local government and in some cases we are anon-controlling shareholder. Should there be a disagreement between us and other shareholders, no assurance can be given that we will be able to take the course of action we believe is appropriate. In these cases, we may consider exiting, or alternatively increasing our investment in order to take control, which may be costly. 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 E.U., U.S. and international sanctions, as has occurred in Crimea. 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.

In 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. These factors could have an adverse effect on the demand for and the price of our shares.In this regard, we have and are likely to continue to experience issues in some of our Turkish and international businesses that adversely affect our Company. Recent issues include the following:

A tender to issue 4G licenses could be held in 2017 on the basis of a July 2015 presidential decree on the introduction of 4G in Ukraine. There is no assurance that we would be successful in our bid to win a license, which would put us at a competitive disadvantage. The 4G license fee may be prohibitively highprocess was recently conducted in two phases. Accordingly, lifecell was awarded with 15 MHz spectrum in the 2600 band and significant15 MHz spectrum in the 1800 band on January 31, 2018 and on March 6, 2018, respectively, at a total cost of UAH 1,704 million (equivalent to TRY 252.3 million as of March 13, 2018). Significant deployment costs will need to be incurred. If we were successfulincurred in 2018. Our success in obtaining a 4G license it would increasehas increased our exposure to Ukraine and there is no assurance that we could operate it profitably.will monetize this investment.

In another development, MNPthere is a possibility that the Mobile Number Portability (“MNP”) may finally be launched in Ukraine in 2017.2018. The implementation of MNP may lead to a high churn of subscribers between operators. In some cases, MNP has been more disadvantageous for the third player in the market.

A decrease in the MTRMobile Termination Rates (“MTR”) rate from UAH 0.23 to UAH 0.15 was implemented from January 1, 2017. This MTR decrease could adversely affect our profitabilityrevenue in Ukraine.

The country still remains vulnerable to global shocks which may trigger renewed weakness in the country’s ability to service its external debt and further depreciation of the local currency, the Belarusian RublesRuble (“BYN”), which could in turn lead to a further reduction in the value of our investment in this country. TheWe also believe that there is a risk of an increase in inflation in particular as a result of monetary easing by the Central Bank. According to the National Bank of the Republic of Belarus the BYN depreciated against the U.S. Dollar by 57%5.5% in 20152016 and further depreciated in 20162017 by 5.5%0.7%. The BYN appreciated by 2.3%0.8% as of March 10, 2017 based on13, 2018 as compared to the closing rate on December 31, 2016.2017. Devaluation risks still remain, as limited currency reserves, high debt repayments and the current account deficit coupled with the close ties to the Russian economy putsput the recent BYN stabilization at risk and creates inflationary and devaluation pressure. Belarus has suffered from hyperinflation in the past and may again in the future.

In line with our strategic priority of improving our balance sheet structure, the outstanding debt of Belarusian Telecom has been restructured.was restructured in 2015. As part of the restructuring, Belarusian Telecom’s total existing intra-group loans were converted into subordinated loans, provided directly by Turkcell. As of December 31, 2016,2017, Belarusian Telecom’s outstanding debt was BYN 3.32.3 million (equivalent to TRY 5.64.4 million as of December 31, 2016)2017) owed to financial institutions and a €612EUR 612 million (equivalent to TRY 2,2702,764 million as of December 31, 2016)2017) subordinated loan owed to Turkcell.

Following inconclusive negotiations for us to purchase Telia’s stake in Fintur and KCell, we decided to sell our Fintur stake and, Fintur was classified as an asset held for sale in our financial statements and reported as discontinued operations. No assurance can be given however that we will successfully or completely exit from Fintur as wellon commercially viable terms, or that we will not pursue another course of action. Should there be a disagreement between us and has initiated an active programthe other shareholder (Telia Company or a successor) in the future, no assurance can be given that we will be able to locate a buyer. See above for a discussiontake the course of risks relatingaction that we believe appropriate, including with respect to this effortoperational and other possible outcomes.

Furthermore, in addition to investing in our international operations, we also engage in business through roaming agreements in a number of countries. In international markets in which duopoly markets exist, such as the United Arab Emirates, Tunisia or the Maldives, operators tend to increase their roaming prices despite the overall trend of declining roaming prices in the world, which could increase our roaming costs. The terms on which we enter into roaming agreements may change over time, adversely affecting our ability to sustain or enter into such agreements on commercially viable terms.

We are exposed to foreignForeign exchange rate risks thatcould affect the Turkish macroeconomic environment and could significantly affect our results of operation and financial position.position in future periods if hedging tools are not available.

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 Azerbaijani Manat. Fluctuations of Turkish Lira, Ukrainian Hryvnia, Belarusian Rubles, Azerbaijani Manat, and Kazakhstan Tenge on the one hand, and Moldovan Leu, versus U.S. Dollars and Euros, on the other, have had and may have an unfavorable impact on us. In particular, a substantial majority of our equipment expenditures are currently, and are expected to continue to be, denominated in U.S. Dollars and Euros, while the revenues generated by our activities are denominated in otherlocal currencies, in particular the Turkish Lira, Ukrainian Hryvnia, Belarusian Ruble, Azerbaijani Manat and Euro. As of December 31, 2017, our total debt was TRY 12,536.1 million. The debt balance of our companies operating in Turkey was TRY 12,010.8 million, of which TRY 4,756.1 million ($1,260.9 million) was denominated in U.S. Dollars and TRY 5,628.4 million (EUR 1,246.5 million) in Euro. The debt balance of lifecell was TRY 520.9 million, denominated in UAH. Meanwhile, Belarusian Telecom had a debt balance of TRY 4.4 million, denominated in BYN.

In addition, we are exposed to such currency mismatches with respect to certain capital expenditures andoff-balance sheet obligations, in particular our obligations in respect of universal service for the installation of infrastructure in uncovered areas of Turkey, a service that we have contracted to provide for an amount in TRY, but which requires expenditures in foreign currencies. See “Item 8. Financial Information” and Note 34 to our audited Consolidated Financial Statements included in “Item 18. Financial Statements” of this annual report on Form20-F. Increases in inflation and devaluations that are not matched by adjustments in our tariffs have had, and may continue to have, an adverse effect on our results of operations and our liquidity.

The TRY depreciated by 21.5% againstAlso, the U.S. Dollar and 16.8% against Euro in 2016, driven mainly by increased internal macroeconomic and political volatility, national security issues, terrorist attacks and political uncertainties as well as international developments such as Britain’s EU exit referendum result and U.S. presidential elections which led U.S. rates higher and the Federal Reserve’s hike in interest rates, and downward emerging markets growth outlook. We enter into derivative transactions and hold cash to manage the risk with respect to the Turkish Lira, however, these transactions have a cost and do not fully cover all of our risks.

In 2016, the Belarusian Ruble depreciated against the U.S. Dollar by 5.5% while the Ukrainian Hryvnia depreciated by 13.3%. During the same period the Belarusian Ruble appreciated by 13.1% and the Ukrainian Hryvnia appreciated by 6.6% against the TRY. In December 2015, the Azerbaijani Manat was allowed to float

and total depreciation of the Manat against the U.S. Dollar reached 98.8% in 2015. Risks of further devaluation remained and currency depreciated by a further of 13.6% in 2016 as the country struggled to bring its balance of payments for its energy-dependent economy back into equilibrium. The Kazakhstan Tenge appreciated by 14% against the U.S. Dollar in 2016 and the central bank eased its policy rate to 12% from 17% as a response to foreign exchange gains and downtrend in inflation. There are no tools to hedge foreign exchange rate risks effectively due to restricted and undeveloped financial markets in these countries.

As of December 31, 2016, our consolidated debt was TRY 9,781 million. The debt balance of our companies operating in Turkey was TRY 9,368 million, of which TRY 2,059 million ($585 million) was denominated in U.S. Dollars and TRY 3,641 million (€981 million) in Euro. The debt balance of lifecell was TRY 407.2 million, denominated in UAH. Meanwhile, Belarusian Telecom had a debt balance of TRY 5.6 million, denominated in BYN. The financing of infrastructure investments, license fee payments and any other potential investment opportunities could lead to an increase in our U.S. dollar and/or Euro debt, further increasing our currency exposure. 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 Form20-F. Devaluations that are not matched by adjustments in our tariffs have had, and may continue to have, an adverse effect on our results of operations and our liquidity. See “Item 4B. Business Overview—II Tariffs”. We are also exposed to currency exchange rates on the prices of the smart phones that we rely on for the promotion of our digital and data services. Depreciation in the value of the TRY makes smartphones that are procured in hard currencies more expensive for our customers, thus potentially reducing new sales of such devices and curbing the market for the services.

According to the CBRT, the TRY depreciated by 7.2% against the U.S. Dollar and 21.7% against the Euro in 2017, driven mainly by exacerbated macroeconomic conditions and geopolitical uncertainty as well as international developments such as increased U.S. rates, policy normalization signals from the European Central Bank and rate hikes from the Federal Reserve. To date in 2018, through March 13, the TRY has depreciated a further 2.2% against the U.S. Dollar and 5.3% against the Euro according to the CBRT. Our currency hedging strategy includes derivative transactions and accumulating hard currency by using Turkish Lira cash from our operations. In addition, we have been further diversifying our currency exposure by entering into agreements with our vendors in local currencies, particularly in Chinese Renminbi. While we are currently able to hedge our principal TRY exposure to the U.S. Dollar and the Euro on commercially reasonable terms, no assurance can be given that we will continue to be able to do so under all circumstances in the future. In several of the other countries in which we have businesses, in particular Ukraine, Belarus, Azerbaijan and Kazakhstan, there are no or few tools to hedge foreign exchange rate risks effectively due to restricted and undeveloped financial markets in these countries.

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

We continue to experience challenging macroeconomic, regulatory and competitive conditions in our markets that may reduce cash generated from operations, and we may continue to face increased capital needs, in particular to finance our technological and geographic expansion. In 2015,the previous three years, this included the payment of the Ukrainian 3G license fee and the buyout of SCM’s interest in lifecell/Euroasia and the debt restructuring of

lifecell and Belarusian Telecom, the payment of the Turkish 4.5G license fee and related capital expenditures in Turkey, and the establishment of a consumer finance company. Furthermore, in 2015,2017, we paid aTRY 3 billion dividend for the first time in several years,and made capital expenditures and loan repayments, which significantly reduced our available cash. Looking ahead, we expect to continue to experience significant cash outflows from new licenses and networkroll-out, continuing fiber development and a potential dividend payment. The ongoing disputes among our shareholders may also have an impact on our liquidity position, to the extent that it may affect dividend payments. In 2016, major cash outflow items included 4.5G license fee installments, capital expendituresthe past, as a result of such disputes, dividends were not paid for several years and loan payments.then the resulting backlog was eventually paid in a short period of time. In addition, an increase in the volume of assigned contracted receivables has resulted in and may continue to result in higher working capital requirements if we fail to successfully run our consumer finance company. 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. Our borrowings may expose us to foreign exchange rate risk, interest rate risk and possibly to increases in our total interest expense, each of which could have a material adverse effect on our consolidated financial condition and results of operations. We enter into derivative transactions and hold cashhard currency to manage the risk with respect to the Turkish Lira. However, thesederivative transactions might have a costcosts and domay not fully cover all of our risks. Furthermore, no assurance can be given that we will continue to have access to financing on terms that are satisfactory to us or at all. In addition, no assurance can be given that unexpected cash outflows will not be required that could further erode liquidity and increase borrowing requirements.

As of December 31, 2016,2017, our consolidatedtotal debt was TRY 9,78112,536.1 million. TRY 4,2144,144.0 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 2015, we obtained financing lines of around $2.9 billion (part(partly in U.S. Dollars and part in Euro) for the refinancing needs of the Company and our subsidiaries and to fund infrastructure investments and any other potential investment opportunities, which wouldhas significantly increaseincreased our indebtedness. Of this amount, we issued a10-year Eurobond with an aggregate principal amount of $500 million and drewutilized $500 million and €445EUR 445 million under our5-year club loan agreement with five international banks and €500utilized EUR 500 million of debtin 2015 and EUR 60 million in 2017 under our loan agreement with China Development Bank. In 2016 and 2017, we also borrowed to finance the growing business of our consumer finance company and to finance the working capital requirements of our operations in Ukraine. We are likely to increasecontinue borrowing to finance our debt for the financing of infrastructure investments, license fee paymentsconsumer finance company, loan repayments and any other potential investment opportunities.

In 2015, we received investment grade ratings from Moody’s, Standard & Poor’s and Fitch Ratings and sustained these in 2016. These2016 and 2017, although in 2017 Moody’s and S&P changed the outlook on our ratings to negative from stable. On March 9, 2018, Moody’s downgraded our rating by one notch, which corresponds tonon-investment grade, and revised the outlook to stable as a reflection of its downgrade of Turkey’s sovereign ratings. The remaining investment grade ratings may not be sustained sinceas Turkey’s credit has been downgraded to below investment grade by Fitch S&P and Moody’s.S&P. Furthermore a decrease in our free cash flow, an increase in our net debt position or more generally a change in financial policies and projections, a material increase in investment and acquisition plans or shareholder returns and an increase in corporate governance issues could also result in a credit rating cut.downgrade.

Some of our borrowing agreements contain cross default clauses which could trigger an event of default under whichsuch agreements in the event of a default by a group company could constitute an event of default under certain of our borrowings.its own borrowing agreements.

We are subject to a variety of risks with respect to our Base Transceiver Stations (“BTSs”) excellence.performance.

Spectrum limitations and frequency costs may adversely affect our ability to provide services to our subscribers and the cost to us of providing such services.

Our spectrum licenses have specified terms and are subject to renewal upon a payment of a fee, but renewal is not assured. The loss of, or failure to renew, our licenses could have a material adverse effect on our business and financial condition. Those licenses have also specified radio spectrum. The spectrum is a continuous range of frequencies within which the waves have certain specific characteristics. 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 network infrastructure. After the 4.5GIMT Advanced (known commercially as “4.5G”) auction held on August 26, 2015 in Turkey we have 2x10 MHz of

FDD spectrum in 800 MHz band, 2x12.4 MHz of FDD spectrum in 900 MHz band, 2x30 MHz of FDD spectrum in 2100 MHz band, 10 MHz of TDD spectrum in 2100 MHz band, 2x29.8 MHz of FDD spectrum in 1800 MHz band, 2x25 MHz of FDD spectrum in 2600 MHz band and 10 MHz of TDD spectrum in 2600 band.

As our subscriber base and their demand for mobile services such as voice and data grow and as we offer a greater number of services, we will require additional capacity. We may face capacity problems, which may in turn lead to deterioration in our network’s quality and may negatively impact our operational results.

We have recently been awarded a license allowing us to deploy aan IMT advanced network (“4.5G”) in Turkey.Turkey in October 2015. There are certain coverage and local production obligations imposed by the tender. Potential increase in coverage requirements or failure to abide by the requirements of our licenses or applicable regulations may have an adverse effect on our business and financial condition.

We have achieved a major step forward in the development of telecommunications in Turkey with the deployment of IMT Advanced (known commercially as “4.5G”)4.5G networks in 2016. Our 4.5Gbuild-out requires significant financial investments and there can be no assurance that we will be able to meet all of the 4.5G license terms and conditions. The cost of the 4.5G license as well as the capital expenditure required in connection with our 4.5Gbuild-out is material.significant. Furthermore, the license agreement contains certain tedious terms that may weigh on the profitability of this investment and may have an adverse effect on our 4.5G investment plans in the future. These include terms regarding minimum required usageuse of domestic equipment and procurement from local small and medium sized enterprises in meeting infrastructure obligations, an active network sharing obligation for a portion of the population, high coverage obligations for roads and railroads and significant taxes and spectrum usage fees, which will increase as the number of frequencies used increases. With respect to the domestic procurement requirement, since there is not enough research and development, product development and production capacity in the domestic market to meet the license requirements and thus it ishas not been possible to meet our obligations in the short term and wecomply. We have asked ICTA to waive this requirement initially for 2015-2016 but noand later for 2016-2017. In addition to the above obligations, we must ensure that our network equipment suppliers employ a certain number of engineers and local researchers in their local R&D centers. Although efforts have been made, we do not believe that compliance has been achieved. No assurance can be given that ICTA will not find us to be in breach of our license.license as a result of the foregoing. More generally, demand for 4.5G services may also not be at the level we expect, such that the return on investment we make in connection with 4.5G may not meet our expectations. Any of the foregoing factors could harm our competitive position and our profitability.

In addition, if we fail to obtain additional frequencies in the future at a reasonable cost, the competitive coverage advantage of our Company may be adversely impacted. The cost of obtaining new frequencies has increased significantly in recent years and is expected to continue to increase. This has had and is likely to continue to have an adverse impact on our cost of providing competitive coverage and also on our results of operations.

Consistent with the nature of terminal technology development, traffic on the 2G network is expected to shift to the 3G network and, once fully deployed, to the 4.5G network. However, terminal penetration is the key factor in providing the expected shift in traffic. Penetration may stay low or our subscribers may choose to stay on the 2G or 3G network for reasons such as the 2G network’s lower battery power consumption. In addition, coverage will depend on the full deployment of the 4.5G network, compared to the coverage level of the 2G and 3G networks.

There are alleged health risks and zoning limitations related to our BTS may adversely affect our ability to provide services at certain areas. The fiber business is also affected by local limitations.

We are aware of allegations that there may be health risks associated with the effects of electromagnetic signals from BTS and from mobile 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 handsets and 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 the leasing and acquisition of site locations 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.terms or at all.

In recent years, legal proceedings have been brought against mobile operators seeking the removal of base station sites for health reasons. In addition, the Turkish Supreme Court overruled the decisions of some local

courts, finding that a 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. The ICTA has issued an updated regulation which further tightened electromagnetic field limits. This may negatively impact network quality and increase our capital expenditures.

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. Zoning law in Turkey requires mobile operators to obtain certifications for all existing and new BTS, which may result in significant compliance costs and/or closing of BTS for which certification cannot be obtained, negatively impacting our financial condition. An exception to this requirement for base stations was recently rescinded by a court decision. As a result of this situation, some municipalities take actions to suspend the construction of BTS or order their demolition. Modifications toThe Planned Areas Zoning Regulation was published in the Zoning Law with respect toOfficial Gazette dated July 7, 2017 and its effective date is October 1, 2017. The necessity of obtaining a building certification procedures are under discussion.permission certificate and a construction permits document, which is not possible in practice, has been abolished by the new regulation. However, there remains some uncertainty regarding the provisions on building aesthetics and silhouette, permits of the flat owners and the project implementation. Any difficulty in maintaining or building BTS due to health concerns and our inability to obtain the required permission and certificates, may negatively impact the quality of our network, including our ability to expand and upgrade it, and affect our operational performance.

In 2012, metropolitan municipalities were authorized to consider the requirements of city and building aesthetics and electronic communication services when certifying BTS sites. We believe that certification should be based on technical and legal considerations only. Operators will also be required to pay additional fees to obtain a site selection certificate, which may lead to additional operational costs and the certificate processes for implementation of sites may delay the permit process. No regulation or enacting legislation has yet entered into force, creating uncertainty on this issue, including as to the details of such fees and the application process.

In addition, municipalitiesMunicipalities regulate the choice of operators’ BTS locations, and if we do not have, or are unable to obtain, a constructionsite selection certificate in our preferred location, we may have to move our BTS to another less desirable location. In relationaddition, the Site Selection Certificate Regulation entered into force in January 2018, according to ourwhich the site selection certificate and fee was set at TRY 2,400, applicable only to BTS sites established after December 2012. Such regulation is likely to lead to additional operational costs, and the certificate processes for implementation of sites may delay the permit process.

Our fiber business must excavate to lay new cables and repair existing cables, and there is an obligation to get permission for excavations from authorized municipalities or institutions. In some areas, excavations may have to be stopped due to the high cost of tariffs requested from municipalities. Our investment plans may be affected due to excavations being banned during certain seasons within the administrative boundaries of municipalities. In some cases, we could face the risk that, although we get the approval of the Turkish Ministry of Transport, Maritime Affairs and Communications, institutions subordinate to the Turkish Ministry do not recognize these approvals and do not give permission to excavate. In addition, a new law has increased the number of metropolitan municipalities and in some cases, the size of their territory was increased, which may have the effect of increasing our coverage obligations and the number of BTS required to meet them. Furthermore, right of way conflicts with major municipalities to establish fiber optics infrastructure may affect our ability to provide services and to maintain operational excellence. 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 a small number of suppliers for network equipment, information systems and handsets and for the provision of data and services. We also rely on a small number of distributors. The failure of any of our counterparty such as suppliers or distributors may have an adverse effect on our business and financial condition.

Like all telecommunications network operators, we purchase our mobile communications network equipment, from a limited number of major suppliers. Our business is dependent on a small number of critical suppliers in areas such as network infrastructure, information systems and handsets and distribution. We also rely on a small number of distributors and, in 2015,Further, we have decreased the number ofworked with only two distributors that we work with in Turkey from five to two,since 2015 which may further increase thecreates an inherent concentration risk. Any financial difficulty or failure of any of our suppliers and/ or our distributors in terms of timing and quality and of any of our distributors may adversely affect our business and financial condition. There

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. ThisOur competitive position could also affect our competitive position,be adversely affected if our suppliers stay fell

behind technological developments compared to the suppliers of our competitors. Adverse economic conditions 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 addition, our existing and new license agreements or new regulations may require us to purchase network equipment from specified suppliers or meet 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 it, and our employees may not be familiar with the technical specifications and maintenance requirements of equipment from these 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 financial condition.

Turkcell’s complex ownership structure and ongoing disagreements among our main shareholders have adversely impacted and may continue to 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 company.

Our principal shareholder is Turkcell Holding A.S., which holds 51.00%51% of Turkcell’s shares as of March 10, 2017,13, 2018, based on the Company’s share book. On December 6 and 7, 2016, Sonera Holding BV appliedsold 13.07 % of our shares to the Central Registry Agencymarket in two tranches (May 10 and September 21, 2017) which led to convert its 13.07%an increase of direct Turkcell stake into tradable shares, with a nominal value of TRY 287,632,179.557 which are now48.95% in our publicly held. held shares.

Turkcell Holding A.S. is 52.91% owned by Cukurova Telecom Holdings Limited and 47.09% by Telia Sonera Finland Ojy. Cukurova Telecom Holdings Limited is 51% owned by Cukurova Finance International Limited and 49% by Alfa Telecom Turkey Limited. According to public filings (a Schedule 13D filed in November 2009), Alfa and Telia Company entered into an agreement regarding a possible consolidation of their holdings in Turkcell into a new company. In a Schedule 13D filing,filed on December 16, 2014, Alfa has deleted references to this agreement.

Cukurova and Alfa are involved in a long-running dispute regarding, in summary, amounts due by Cukurova to Alfa and Alfa’s claim to take ownership of Cukurova’s indirect 13.8% interest in our Company in settlement of such amounts. In 2014, as a result of a court decision, Cukurova paid Alfa $1.6 billion to release this claim. Cukurova has been provided loan financing amounting to $1.6 billion by the Turkish state-owned Ziraat Bank for which an indirect 13.8% interest in our Company has been provided as collateral. According to the latest publicly available information, Alfa and CukorovaCukurova remain in a stalemate over a right given to Alfa to buy Cukorova’sCukurova’s stake and rights of CukorovaCukurova to either buy Alfa’s stake or sell its own stake to Alfa. This dispute and other disputes have effectively blocked shareholder decision-making on important corporate matters, and could have an adverse effect on the ability of our management to execute business decisions and take other actions. We cannot predict how the resolution of this dispute will affect our Company, whether other disputes will be resolved and whether our shareholders will be able to achieve agreement on matters regarding the operation of our Company.

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:

We were unable to comply with some of these requirements because of a lack of consensus among our main shareholders, including a requirement thatone-third of our Board members and that all of our Audit Committee members be “independent”.

Under the Capital Markets Law, the CMB has the power to take action against the Company, our Board members and our main shareholders in respect of the various governance issues that have arisen or to amend the Articles of Association without general assembly approval. Under such powers, the CMB directly appointed all of the current members of our Board. The CMB appointed members’ terms of office will last until new appointments are made in accordance with applicable legislation.legislation, which may as in the past include by CMB appointment.

An “Investor Compensation Center” (“ICC”) was formed in 2013 by the CMB under the 2013 Capital Markets Law. Under the Capital Markets Law that deals with the duties and responsibilities of the CMB, it is stipulated that the ICC may use the rights vested on the general assembly in public companies whose ordinary general meetings of two consecutive financial years could not be made within statutory deadlines and whose board members have been nominated partly or wholly by the CMB. The Regulation on the Investor Compensation Center was published in the Official Gazette with no further details on how this right shall be exercised by the ICC. The form and scope of such actions are not clearly defined and we are not aware of any precedents, thus were we to find ourselves in this situation in the future, we may not be able to predict what actions the ICC might eventually take, if any.

No assurance may be given regarding the impact of past or future CMB actions, future ICC actions, or any future legal actions against our Company, on the overall company strategy, convening of our general assembly or the distribution of dividends.

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.

For so long as our main shareholders are in dispute and/or 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. This situation may also lead to further regulatory and legal actions being taken in respect of our Company, the nature and effects of which we cannot predict. Ongoing disputes among the shareholders may affect the ownership and control of our shares, the demand for and price of our shares and our ability to manage our business, and no assurance can be given that the interests of these shareholders will be aligned with those of our other shareholders.

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

We are dependent on certain systems and suppliers for information technology (“IT”) and network technology (“NT”) services, and also carry a significant inventory, and our business continuity is at risk due to our exposure to potential natural disasters, sabotages, regular or severe IT and network failures, human error, security breaches and other cyber security incidents and IT migration risk, any of which could have an adverse effect on our operations, damage our reputation and affect our relationships with our customers.customers and result in a fine under the Law on the Protection of Personal Data.

We are heavily dependent on IT and NT systems, suppliers of IT and NT services and our IT and NT employees for the continuity of our business and we are continually upgrading and converting our IT and NT systems. Although we devote significant resources to the development and improvement of IT and NT and of security, backup and continuity systems, we could still experience IT and network failures and outages due to system deficiencies, human error, security breaches, sabotages, terrorist or other destructive acts, natural disasters such as earthquakes and floods, unsuccessful migration to alternative or improved IT and NT systems, or other factors. We have experienced an increased numberfactors including but not limited to unintentional third party interruptions. These factors also put at risk the substantial inventory that we hold which, if damaged, could adversely affect business continuity and our results of attempted cyber-attacks of varying degrees of sophistication by unauthorized parties attempting to obtain access to our computer systems and networks. As of the date of this annual report, we believe that no such attacks have succeeded in obtaining access to our critical systems, although such attacks in practice may develop over long periods of time during which they can remain undetected. Computer hackers routinely attempt to breach the security of technology products, services, and systems. If successful, these could result in, for example, unauthorized access to, misuse, loss, or destruction of our data or systems and theft of sensitive or confidential data, including personal information of our employees and customers, and theft of services and/or funds. In the event of such breaches, we could be exposed to potential

liability, litigation, and regulatory action, as well as the loss of existing or potential customers, damage to our reputation, and financial loss. In addition, the cost and operational consequences of responding to breaches and implementing remediation measures could be significant.operations.

Mobile networks are migrating towards internet protocol (“IP”) technology to transport information. These networks open up the possibility forIP-based services. However, once these services are introduced into the IP domain, the mobile network may be harmed by potential attacks. The threats on the mobile network can originate from external sources, such as the public internet, or internal sources, such as terminals connected to our mobile network. Despite the systems and infrastructure which we have put in place to address these security concerns, we could encounter successful attacks on our infrastructure, which could have an adverse effect on our operations, damage our reputation and affect our relationships with our customers.

Our IT and NT services are exposed to hacking, sabotage and other cyber security threats, and terrorist or other destructive acts, any of which could have an adverse effect on our operations, damage our reputation and affect our relationships with our customers, result in a fine under the Law on the Protection of Personal Data and lawsuits from affected customers

Our commercial success is heavily dependent upon the security and continuity of our services. Our networks and systems are constantly exposed to a variety of different cyber threats and we have experienced an increased number of sabotage incidents, as well as attempted cyber-attacks of varying degrees of sophistication by unauthorized parties attempting to obtain access to our computer systems and networks. We believe that no such attacks have succeeded in obtaining access to our critical systems, although in practice such attacks may develop over long periods of time during which they can remain undetected. Based on our Cyber Defense Center practices, we have experienced many privilege theft and escalation attempts which have been stopped before causing any harm to our services and products. Also, many phishing and malware activities were detected and stopped, which aimed at taking control over our clients and servers. So far, none of these attacks are regarded as material incidents. In June 2017, an incident took place (the Petya attack) which impacted many public entities and companies, including our subsidiary lifecell in Ukraine, resulting in a loss of data (although minimal and not sensitive).A successful hack could disrupt our network and our ability to provide services and/or could result in, for example, unauthorized access to, misuse, loss, or destruction of our data or systems and theft of sensitive or confidential data, including personal information of our employees and customers, and theft of services and/or funds. In the event of such breaches, we could be exposed to claims and liability, litigation, and regulatory action and fines, notably under the Turkish Law on the Protection of Personal Data, as well as the loss of existing or potential customers, damage to our reputation, and financial loss. In addition, the cost and operational consequences of responding to breaches and implementing remediation measures could be significant.

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

Rapid technological changes in communications and information technology are redefining the markets in which we operate and the products and services we offer, shortening product life cycles and facilitating the convergence of various segments, including in our core mobile communications businesses. If we fail to anticipate, invest in and implement new technologies with the levels of service and prices that customers demand or to respond effectively to technological changes, our business, financial condition and results of operations could be adversely affected. In addition, such new technologies require significant capital expenditures and it is impossible to predict with any certainty whether the technology selected by us will be the most economical, efficient or capable of attracting customer usage, or whether such technologies will be developed according to anticipated schedules, will perform according to expectations or will achieve commercial acceptance. 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 party providers. Our reliance on these third 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 TV, music, energy, mobile financial services, mobile health and mobile education solutions, authentication solutions, data center services and entertainment and community services. We are reliant upon third 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 and financial condition.

Our business, consolidated financial results and/or operational performance could be 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 technology personnel in Turkey and elsewhere is intense.intense, in particular in the area of cyber-security. In addition, we depend on our dealers, distributors and their

employees for 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 and could lead to breaches of confidentiality, particularly if a number of such persons were to join a competitor.

Our former Chief Executive Officer, Mr. Sureyya Ciliv, resigned from his position effective January 31, 2015. Mr. Kaan Terzioglu was appointed as our Chief Executive Officer later in 2015 and a new Chief Financial Officer, Mr. Bulent Aksu, was appointed as of July 20, 2016. In 2015 and 2016, there have beenour Company made organizational changes, in our Company, including changes to our management team, to our structure and business strategy and further changes may be made. Although, we have taken measures to prevent major disruptions to our operations, noNo assurance can be given that the changes being implemented will achieve their objectives, or that they will not have an adverse effect on our business or lead to retention issues among our key personnel. Failure to implement these changes successfully could adversely affect our ability to compete effectively, which could impact our revenues, operations, or results of operations.

We are involved in various claims and legal actions arising in connection with our business, which could have a material effect on our financial condition.

We are subject to investigations and regular audits by governmental authorities in Turkey, including the Competition Board, the ICTA, tax authorities and certain other parties, and governmental authorities in other countries in which we have operations. We are currently involved in various claims and legal actions with such authorities. We have set aside provisions for certain of our 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 disputes that we presently believe to be significant, see “Item 8. Financial Information” and Note 3736 to our audited Consolidated Financial Statements included in “Item 18. Financial Statements” of this annual report on Form20-F. In particular, we have an ongoing dispute regarding the application of the Turkish Special Communication Tax to prepaid card sales made by our distributors. The tax authority has assessed a significant special communication tax and a related penalty against our Company as a result of a tax investigation regarding the years 2008 to 2012. The tax amount assessed with respect to the Company was TRY 211.1 million as principal and TRY 316.6 million as tax penalty, totaling TRY 527.6 million. There was no provision with regard to this case in financials for the year ended 2016. The dispute is being litigated in a variety of courts and first instance courts have notified their verdicts; some are in favor of us, some are partially in favor of us and partially against us, while others are against us. These verdicts are appealed by the party against which the verdict was rendered. In accordance with the Law no.6736 we filed applications for the restructuring of penalties and interest on the Special Communication Tax regarding the disputes on the tax amount for the years 2008-2012. The tax office accepted the restructuring application for the years 2008, 2009, 2010, and 2012, and we paid the restructured amount. Within this scope we submitted a waiver petition to the tax office related to the cases for these terms and as a result of this situation the Council of State decided that there is no need to grant a decision by the reason of waiver during the appeal process related with the cases for the years 2008, 2009, 2010 and 2012. On the other hand the tax office rejected the application for the restructuring of SCT regarding the dispute on the tax amount for the year 2011. The Company also filed a case for the cancellation of aforementioned rejection act of Tax Office for the year 2011. The case is pending. Therefore the appeal processes are ongoing related with the cases for the year 2011. Currently, we are under tax investigation for the year 2013 and a provision of approximately TRY 15 million is set in ouryear-end financials.

We may face investigations in respect of later years, and there is a risk that we may incur a special communication tax and penalties as a result of such investigations. We may also face with a risk of unexpected tax audits and claims in many different areas that are subject to taxation, such as corporate tax, value added taxes and others. Additionally,Such audits and claims have led to significant tax assessments and penalties in the past and may again in the future. In addition, changes in tax laws andnon-tax regulations may lead to the growth of our tax burden and may, as a result, materially adversely affect our financial condition and results of operations. Disputes related to taxation have been particularly significant and major penalties have resulted. Current tax disputes include the following:

Due

We are also under investigation with respect to the application of SCT on our bundle package pricing mechanism and content applications for the years 2015 and 2016 and cannot predict the outcome or application to other years.

Under the Turkish “tax amnesty” law, we have settled the Treasury share and ICTA disputes described above. The ICTA has investigatedsettlement amount including interest on installments, is TRY 600.8 million payable in 2018. No assurance can be given that further disputes will not arise.

For a more detailed discussion of our disputes that we presently believe to be significant, see Note 3736 to our audited Consolidated Financial Statements included in “Item 18. Financial Statements” of this annual report on Form20-F.

Although we maintain and regularly review our internal control over financial reporting, there are inherent limitations on the effectiveness of our controls.controls, particularly as our Company grows and enters into new businesses.

We maintain and regularly review internal control over our financial reporting. However, internal control over financial reporting has inherent limitations and there is no assurance that a system of internal control over financial reporting, including one determined to be effective, will prevent or detect all misstatements on a timely basis. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance regarding financial statement preparation and presentation. This risk is exacerbated by our rapid growth into new activities, which creates additional challenges in identifying risks and designing and implementing systems to control them. Furthermore, we operate in a decentralized structure in which most compliance functions are managed at the level of our operating companies rather than at the parent company level, which can further complicate the process of identifying risks and designing and implementing systems.

Our systems may not always allow us to detect and prevent fraud or other misconduct by our employees, representatives, agents, suppliers, dealers or other third parties. We may be exposed to fraud or other misconduct committed by our employees, representatives, agents, suppliers, dealers or other third parties that could subject us to litigation, financial losses and sanctions imposed by

governmental authorities, as well as affect our reputation. Such misconduct could include misappropriating funds, conducting transactions that are outside of authorized limits, engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities, including in return for any type of benefits or gains or otherwise not complying with applicable laws or our internal policies and procedures.

Our latest review as of December 31, 2016,2017, similar to last year, has revealed certain deficiencies in our controls, although none that we believe constitute “material weaknesses”. However, ourOur 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 our financial reporting and also on theour operations and may also cause financial losses.

Implementation of new accounting standards may have a significant impact on the presentation of certain elements of our financial statements, making year on year comparisons more difficult.

We are in the process of adopting several new accounting standards under IFRS that will significantly impact the way we account for certain items going forward and that will significantly impact the ability of investors to compare our past financial statements to our future financial statements. Among these new accounting standards we note in particular the following:

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 shareholder is Turkcell Holding A.S., which holds 51.00% of Turkcell’s shares based on the Company’s share book. On December 6 and 7, 2016, Sonera Holding BV applied to Central Registry Agency to convert its 13.07% of Turkcell stake into tradable shares, with a nominal value of TRY 287,632,179.557.Based on publicly-available information, we believe that Turkcell Holding A.S. is 52.91% owned by Cukurova Telecom Holdings Limited and 47.09% by Telia Sonera Finland Oyj. Based on publicly-available information, we believe that Cukurova Telecom Holdings Limited is 51% owned by Cukurova Finance International Limited and 49% by Alfa Telecom Turkey Limited.¹

The address of our principal office is Turkcell Iletisim Hizmetleri A.S., Turkcell Kucukyali Plaza, Aydinevler Mahallesi Inonu Caddesi No:20 Kucukyali Ofispark, B Blok, Maltepe, 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 Borsa Istanbul and our ADSs on NYSE.

We operate under a25-year GSM license granted in April 1998, a20-year 3G license granted in April 2009 and a 13 year13-year 4.5G license effective for until April 30, 2029.

Our GSM license was granted in April 1998 upon payment of an upfront license fee of $500 million.1998. 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”)Ministry for a universal service 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 a20-year type A 3G license, which provides the widest frequency band for a consideration of €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 Turkish Ministry related to universal service, which requires installing sufficient infrastructure to uncovered areas with a population of less than 500 and the operation of the service for three years. We started the service in August 2013 and as of the end of 2015, infrastructure covering 1,794 settlements has been installed (out of the three-year target of 1,799) within the scope of the project, with network-sharing technology. This contract was recently renewed until December 31, 2018 and to add mobile broadband services to the existing infrastructure providing GSM services under Universal Service Law and to operate the new and existing networks together.

In the 4.5G auction held on August 26, 2015, we were awarded a total frequency band of technology agnostic 172.4 MHz, the largest amount of spectrum of any operator, for €1,623.5EUR 1,623.5 million (excluding VAT and interest payable on the installments). We commenced offering 4.5G services from April 1, 2016. The 4.5G license is effective for 13 years until April 30, 2029. The first installment of the license fees of €706 million, including VAT,total fee was paid on October 26, 2015. The second installment of €413.8 million was paid on April 25, 2016. The third installment of €413.8 million was paid on October 25, 2016. The last installment will be paid on April 27, 2017. We may choose to payin four installments, where the last installment in Euro or in Turkish Liraamounting TRY 1,535 million (originally EUR 413.8 million, converted atby the buying exchange rate announced by Central Bank of the Republic of Turkey on January 2, 2017 announced by CBRT) was paid in April 2017.

Following the 4.5G auction, we have a total frequency bandwidth of 234.4 MHz which has increased our spectrum share of the total bandwidth of the market to 43%. We acquired twice the bandwidth acquired by Vodafone while paying the same amount in terms of price per MHz, and 56% more bandwidth than Turk Telekom (formerly known as Avea) while paying only 9% more per MHz. Moreover, we paid the lowest per subscriber price for 1 MHz in the auction at €0.28EUR 0.28 per subscriber, compared to €0.44EUR 0.44 and €0.52EUR 0.52 paid by Vodafone and Turk Telekom, respectively. The new spectrum acquired, including the widest frequency bands on 1800 MHz and 2600 MHz, along with a strong network deployment has enabled us to provide the fastest 4.5G speeds of 500 Mbps and above. We plan to increase these speeds to 1000 Mbps and beyond in the future1 Gbps through more carrier aggregation combinations and availability of advanced user devices supporting new features. This will allowallows customers to access mobile services at a speed comparable to fiber broadband.

Following the 4.5G launch, Turkcell focused on providing innovative and pioneering digital services; which differentiates its offerings from the competition. We develop and manage digital services and solutions to address the diverse needs of both consumers and corporate customers, thereby enriching their lives. Thus, Turkcell now defines itself as a digital operator.

In 2016,2017, we had total revenues of TRY 14,285.6 million, our Adjusted EBITDA totaled TRY 4,619.517,632.1 million and we reported net income of TRY 1,492.1 million.1,979.1 million (excludingnon-controlling interest). Excluding the effect of payments made to settle tax disputes, net income would have been TRY 2,479 million (excludingnon-controlling interest). For the year ended December 31, 2016,2017, we spent approximately TRY 3,494.74,087.4 million on capital expenditures includingnon-operational items and our 4.5G license fee, compared to TRY 8,536.23,494.4 million and TRY 2,144.88,536.2 million in 20152016 and 2014,2015, respectively. Capital expenditures in 2015 and 2016 related mainly to our 4.5G license and the GSM and fixed-line networks of the Company, Superonline and lifecell.lifecell in Ukraine.

Our subscriber base has grown substantially since we began operations in 1994.At year-end 1994, we had 63,500 subscribers.By year-end 2016,2017, that number had grown to 50.150.2 million for the Group.

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

4.B Business Overview

We are the leading mobile telecommunications operator and the second largest converged telecommunications company in Turkey in terms of revenue, with a 37.4% share (including our financial services revenue) in the fourth quarter of 2016, among the three major operators in the Turkish telecommunications market (Turkcell Turkey, Turk Telekom and Vodafone) according to the operators’ announcements for the year ended December 31, 2016. Beginning inSince 2015, Turkcell Turkey has positioned itself as a converged player in the total telecommunications market in line with ourand since 2016 the Company’s new strategic priorities.vision has been to be “the digital operator”. We have shifted to a newan organizational structure with the aim of increasing efficiency and simplifying our business processes, as well as strengthening our position as a provider of converged communications and technologydigital services. We have taken steps to integratealready integrated our marketing efforts and sales channel, and technicaldeveloped an internal company performance monitoring platform as well as to establishand have established customer services as a key focus area.

We provide high-quality mobile and fixed voice, data TV and otherdigital services over our advanced network and have developed what we believe to be the premier mobile service provider in Turkey by differentiating ourselves from our competitors with our value offers, which include superior and innovative technologies, more advantages, outstanding and extensive service quality, and being a leader in social responsibility.competitors. We maintain our strong position in the market due to our customer-oriented approach, andas well as our ability to quickly provide quick and diverse solutions to meet our customers’ communication and digital needs through lifestyle segments.throughout the day.

We have differentiated our network in terms ofthrough its quality and speed of service, withand have extensive spectrum rights covering 43% of the total spectrum available, extensive 3G coverage (covering over 95%97% of the population)population of Turkey) and the broadest 4.5G license of any operator in terms of spectrum allocation. We have also focused on building out an advanced fiber network to support our mobile and fixed offerings (including broadband and television), through our 37,15440,238 km fiber network, which reached 1879 cities in Turkey as of December 31, 2016. As a result, we2017.

We had a 55% subscriber market share50.2 million subscribers in Turkey, Ukraine, Belarus, the Turkish Republic of the fiber to the home/building marketNorthern Cyprus and Germany as of December 31, 2016 according to the operators’ announcements, despite not being the incumbent fixed line operator, and expect this to be a key focus area going forward.

The total number of subscribers in the five countries where2017. In Turkey we have consolidated operations reached 50.1had 36.7 million as of December 31, 2016. In Turkey total mobile, fixed and IPTV subscribers were 35.3 million.subscribers.

Effective from 2015, we have changed our reportable segments in order to align the segments with our convergence strategy. Following this change, our business is divided into two main reportable segments: Turkcell Turkey and Turkcell International.

the first half of 2015 we realigned our strategy in Turkey to focus on developing innovative and integrated telecommunications solutions for consumer, corporate and wholesale customers in Turkey by leveraging our leading brand, extensive customer base, technological capabilities and strong distribution channels. We have invested in what we believe to be the most advanced mobile and fiber networks in Turkey and have the broadest 4.5G spectrum in 4.5G in Turkey, which we expect will provide us with a competitive advantage by allowing us to provide high quality and speedy service across the Turkish mobile telecommunications industry. to our customers, as well as providing digital services. Revenues from data and services and solutions have been growing rapidly, with an aggregate growth of 51% in 2017.

We have a strong track record of profitable operations with total revenues for 20162017 of TRY 14,285.617,632.1 million and Adjusted EBITDA in 20162017 of TRY 4,619.5 million.6,228.3 million and net income in 2017 of TRY 1,979.1 million (excludingnon-controlling interests). We have achieved these results while continuing to invest in our network to support our strategy of offering innovative solutions, with capital expenditures for 20162017 of TRY 3,494.74,087.4 million.

We serve a broad range of consumer, corporate and wholesale customers, which accounted for 79.9%, 17.1% and 3.0% of Turkcell Turkey revenues (not including other revenues and prior to consolidation eliminations) in 2016. As part of the realignment of our strategy, we have emphasized the importance of customer services and established customer services as a separate focus area. Revenues from data and services and solutions have been growing rapidly, with growth of 56.3% and 94.6%, respectively, in 2016.

We are the only company listed on both the NYSE and the Borsa Istanbul, withand had a market capitalization of TRY 21.59.0 billion as of December 31, 2016,2017, making us the 65^th most valuable publicly traded company in Turkey.Turkey at that time.

I. Industry

a. Overview

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

Since Turkcell was founded in 1994, mobile technology has evolved from GSM (2G) to UMTS/HSPA+ (3G) toLTE/LTE-Advanced (4G/4.5G), providing new capabilities and extensive improvements in customer experience. 2G was originally intended to carry voice, with some limited data and messaging capabilities whereas the focus in 3G shifted more ontoto data, along with simultaneous voice and data capability. And 4G has brought fullyIP-based architecture where everything is considered as data. Turkcell currently has all of these technologies in its mobile networks to serve customers who use and depend on them based on their subscription profiles and terminal types. With the advent of 4G/4.5G technologies it has become possible to introduce more sophisticated services utilizing lower latency and higher data speeds.

Our Company has also branched out in to the development of fixed line networks, including fiber-optics connecting directly to the home, creating afiber-to-the-home (“FTTH”) network.

b. The Turkish Telecommunications Market

We believe that the Turkish telecommunications market has growth potential withdue to favorable demographics, including a relatively young population and lower penetration levels compared to Western Europe and other developed markets.

According to a TUIK announcement, the estimated median age of the Turkish population is 31.4,31.7, which is lower than elsewhere in Western Europe, and the majority of the population lives in urban areas. There were 79.880.8 million people living in Turkey as of December 31, 2016.2017.

There are currently three major operators in the telecommunications sector in Turkey, Turkcell Turkey, Vodafone Telekomunikasyon A.S. (“Vodafone”) and Turk Telekomunikasyon A.S. (“Turk Telekom” and together with its mobile segment (formerly known as Avea) and TTNET, “Turk Telekom Group”). In 2016,2017, the total revenue of the Turkish mobile and fixed markets was TRY 36.742.6 billion compared to TRY 32.536.7 billion in 2015,2016, according to the operators’ announcements (for the calculation of total market revenues,non-group call centers and financial services revenues are added to Turkcell Turkey’s reported revenue)revenue and Turk Telekom’s construction revenue is excluded).

Vodafone entered the Turkish mobile market by acquiring Telsim on May 24, 2006 from the Savings Deposit Insurance Fund (“SDIF”). Turk Telekom Group is 55% owned by Oger Telecom.

II. Strategy

Our vision is to become “the digital operator” through the digital services we offer in Turkey and elsewhere.

Our journey began almost three years ago, and today we see our company as “the digital operator”, being an experience provider, rather than a converged communications and technology services companynetwork operator. In line with globally relevant services.

In an effort to create value forour vision, while offering our customers voice, SMS and raw data packages, we have identified the following four strategic pillars throughseek to expand customer engagement from traditional communication to a wide range of digital activities which we intend to pursue sustainable profitable growth:

Strengthening Our Position in Turkey

Our goalbelieve will enrich their lives. This is to become the number one converged telecom company in Turkey. In order to reach this goal, we have taken the following actions:

Our aim isthat seek to meet all communication and digital needs through mobile data and digital services. With these offers, our customers’ increasing demand forcustomers can make calls via BiP, listen to music via fizy, enjoy viewing through TV+, and search through Yaani with a dedicated data while providingquota. Lifecell also enables us to acquire new customers with higher ARPU.

As a digital operator, we aim to help other content and service providers enjoy a more secure, smoother interaction with their customers in the highest quality network experience. To be abledigital space. In order to do this, we acquired the widest range of spectrum in the 4.5G auctionhave launched oure-commerce platform. End users can securely login via mobile connection, or “fast entry” as we call it at a very competitive price per MHzTurkcell. As customers make transactions for digital content, they can benefit from secure payment opportunities provided by Turkcell’s Paycell and subscriber. We will also continue to invest ineven use credit for their technological needs (such as smartphones and tablets) from our fiber network both to ensure scale and to meet the demands of 4.5G technology.

A key element ofconsumer finance company, where available. Through our strategy is to expandconsumer finance company, Financell, we offer various financing options for our range of multiple-play offerings, adding fixed, broadband and television to deliver a multi-play offering (including mobile, fixed and TV) to the Turkish market. As a result of the launch of our new offerings, we have grown our share of fiber residential multi-play subscribers (who subscribe to our internet and TV bundles) and mobile triple play subscribers (who subscribe to voice, data and strategic services).

In addition, we aim to continue to increase our revenues from corporate customers by offering them fixed and mobile converged total telecom solutions. In line with this strategy, in order to becomeincrease the leading cloudaccessibility of the latest technological devices. We pursue this strategy with a view to integrating our digital services providerinto their lives through such smart devices. As such, we provide our customers not only with the digital services and solutions they can enjoy during the 1440 minutes of their days; but also the financing options to facilitate the purchase of these smart devices needed to access such services.

Based on our success as a digital operator in Turkey,the Turkish market, we have established data centersalso seek to put these transformations into motion in Istanbul and Ankara to provide cloud services to our corporate customers.

Expanding in Existing and New Markets

Weinternational subsidiaries, with the aim to improveof improving the performance of our internationalthose subsidiaries and increaseincreasing their revenue contribution to the Group. After the restructuring of debt at both our Ukrainianlifecell (known as Astelit at the time) and Belarusian subsidiariesTelecom in 2015, we believe we have positioned these businesses to be able to achievefor profitable growth.

Starting from Since 2016, our UkranianUkrainian operations offerhave offered their services under the new brand “lifecell”. Under the new brand identity and with ongoing investments in 3G+ infrastructure and services, lifecell seeks to become Ukraine’s top data operator.

In The successful 4G tender results in the first quarter of 2018 also confirm our commitment in Ukraine. Meanwhile in Belarus, we started to providelaunched our LTE services on beCloud’s infrastructure in August 2016, whichand we believe will contribute to our growth in thethat market.

We also intend to actively pursue external opportunities in ways that would allow us to replicate our business model in countries with cultural affinity and similar dynamics to our domestic and international markets in order to be able to leverage our experience and technological base. Accordingly, to the extent that we continue to grow our international business, we expect that our international revenues will represent a greater share of total group revenues over the medium term, further diversifying our revenue streams and positioning us for further growth.

Developing and Spreading Digital Services

We continued to create value for our customers through our services and solutions delivered through our superior network. We increased our focus on strategic services including BiP, Turkcell TV+, fizy, lifebox, Sports and Education. BiP, our integratedIP-based communication platform has been downloaded by 11.1 million people; global downloads exceeded 1.2 million as of December 31, 2016. We believe that these services will facilitate our strategy shift from being a telecom operator to anover-the-top (OTT) company. We are also seeking to expand in other adjacent business areas in Turkey, for example by launching our payment platform Paycell. We are currently working on the integration of Paycell with all our digital services. Furthermore, we are pursuing opportunities to grow inorganically in Turkey to add new capabilities and/or widen the range of our products/services offerings.

Focus on Sustainable Shareholder Return

In order to grow profitably, we aim to manage our costs effectively, while investing in growth areas. We have taken significant steps towards improving our balance sheet, thereby creating value for our shareholders. We launched a consumer financing company to further facilitate the financing of the technology demands of our customers. We are still the only Turkish company with an ‘investment grade’ rating from all three major rating agencies (S&P, Moody’s and Fitch). In 2015, we obtained new sources of credit of approximately $2.9 billion (part in U.S. Dollars, part in Euro) that we have partly used for infrastructure investments and restructuring of existing debt.

III. Customer Segmentation and Services

a. Customer Segmentation

In Turkey, we have a total of 35.336.7 million customerssubscribers including 33.034.1 million mobile 1.9subscribers, 2.1 million fixed broadband subscribers and 359.7506 thousand IPTV customers.subscribers. We serve a broad rangehave 2.2 million total TV users, including OTT TV only customers.

As part of consumer, corporate and wholesale customers, which accounted for 80%, 17% and 3% of Turkcell Turkey revenues in 2016, excluding other revenues and consolidation eliminations. Revenues attributable to consumer and corporate segments grew by 12% and 8%, respectively in 2016, while revenues attributable to the wholesale segment increased by 17% over the same period.

Through our increased focus on customers, allwe take a number of actions designed to increase customer loyalty, and such loyalty actions are designed in line with the targeted segments’ lifestyles, needs, priorities, and expectations.

The aims of the segmentation are:are to:

Turkcell Turkey servesdivides its customers’ needs, priorities and expectations undercustomers into three main categories:

Consumer Category

For mobile,In the consumer category, we manage our mobile customers either under the mass segment or under one of our two largesub-segments;sub-segments, youth and premium. With differentiated mobile communication offers, value added services, as well as campaigns andco-branded activitiesIn line with our goal of being a digital operator, we aimseek to create value for our customers in these segments. Our priority for these segments is especially theby bundling of mobileTurkcell digital services such as BiP, fizy, TurkcellUpcall, TV+, Yaani and lifebox in multiplay propositions.

This year we have launched a new digital brand “Lifecell”. With the increased role of OTTservices in the new communications landscape, Lifecell embraces the opportunity of by delivering its own OTT services with a tariff model that is focused on digital services, thus encouraging its customers to explore every aspect of communication and entertainment on the internet. Lifecell’s motto:All is possible with internet, all you need is Lifecell.

Fixed consumer customers are consolidated under a single segment residential.(residential) and managed under the consumer category along with mobile consumers. By positioning the residential segment under the consumer category, we aim to enhance convergence between mobile and fixed businesses. Under the residential segment, we have our fiber internet customers, who use our own fiber infrastructure, and our DSL customers, to whom Turkcell is a reseller.

Corporate Category

The Corporate segmentscategory for our mobile and fixed customers are composed ofcomprises our Small Office/Home Office /Home Office (“SoHo”),customers, Small and Medium Sized Enterprises (“SME”)customers and our Enterprise customers, for which we havecustomers. We provide differentiated mobile communication offers for each of these customer types, as well as campaigns andco-branded activities with selected companies from other sectors to create added value for targeted segments.

Wholesale Category

Our wholesale segment focuses on managing wholesale voice, data and roaming services with the national licensed operators, international operators and network centricnetwork-centric business owners such as data centers and content providers.

For roaming services, the wholesale segment strives to achieve the best international coverage for customers to have continuous communication wherever they travel and to enable all visitors to enjoy the service quality of Turkcell.

For wholesale data and voice services, our main strategy is to become the regional junction point in an increasingly connected world.digitally hyper-connected world, and while promoting our infrastructure in the international market, we are focusing on growing as a preferred wholesale partner of local operators in the domestic market as well.

b.a.Services

We provide high quality mobile and fixed voice, data, TV and otherdigital services to our subscribers throughout Turkey. We provide a range of mobiletraditional telecommunication and digital services to our customers, enabling them to call, text, access the internet,search, stream music and watch videos and roam abroad. We provide these services through our network of over 48,50057,000 base stations providing 99.67% 2G, 96.04% 3G, 82.5% 4.5G coverage in Turkey. Our mobile 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 simcard with a balance of TRY 35

or monthly usage allowance with 1000 minutes, 1000 SMS and 16 GB of data, together with aone-time 3GB additional data quota, while thetop-up (TL(TRY refill) cards or usage allowance (package refill) cards (both physical and digital) can be purchased in amounts ranging from TRY 1020 to TRY 180. As of December 31, 2016,2017, we had 15.6 million prepaid subscribers and 18.5 million postpaid subscribers, compared to approximately 15.7 million prepaid subscribers and 17.4 million postpaid subscribers compared to approximately 17.4 million prepaid subscribers and 16.6 million postpaid subscribers as of December 31, 2015.2016.

We provide a range of fixed services in Turkey including voice, broadband and TVdigital services to consumers and a wider range of services to our corporate customers, including cloud services and traffic carrying. We provide these services through a combination of our own fiber infrastructure and leased copper.copper ADSL lines. As of December 31, 2016,2017, we had approximately 1.92.1 million fixed line customers of which approximately 11.2 million were fiber and 818921 thousand were ADSL customers. We cover 2.73.1 million homes with our fiber infrastructure.

(i) Voice Services

Voice services are the main services that we provide to our customers. Voice services consist of high quality mobile communication services on a prepaid and postpaid basis and fixed voice services for consumers and corporate customers.

(ii) Broadband

Our broadband services consist of mobile broadband, fiber to the home/building and ADSL.

We commercially launched 3G simultaneously in 81 city centers and major cities in Turkey at the end of July 2009 and reached 96.04%97.94% population coverage as of December 31, 2016 and2017. Similarly, we launched our LTE (4.5G) network simultaneously in 81 city centers in Turkey on April 1, 2016.

The launch of 4.5G, provides increased network abilities and data speeds, and brings various new opportunities to Turkcell’s product range such as lifestyle accessories (such as smart watches and fitness trackers), gaming PCs, consumer health and entertainment categories. We believe that this will contribute to a more connected life for our customers and an increase in overall internet usage. Smartphones, which combine the features of a mobile phone with those of other popular digital mobile devices (e.g. personal digital assistants, media players, GPS navigation, digital camera) and have an open operating system (e.g. Windows Mobile, Android)Android, iOS) allowing access to the Internet and running a variety of third-party and owned software applications, are an important component forof the growth of our mobile broadband business. The smartphoneand digital services businesses. Smartphone penetration on our network reached 64%72% by the end of 2016,2017, up from a 52%64% penetration at the end of 2015. 4.5G services have been commercially launched in Turkey on April 1, 2016. In order toTo increase penetration of theour 4.5G services, Turkcell launched campaigns in which variouswe launch 4.5G enabled smartphones were

offeredsmartphone campaigns throughout the year. As of December 31, 2017, subscribers who have signed up for 4.5G on our network have increased to Turkcell customers by dealers at competitive prices.30 million, up from 23 million as of December 31, 2016. This represents 87% 4.5G subscriber penetration. In most cases, Turkcell is acting as an agent on behalf of its dealers to provide handsets, although the Company is increasingly selling handsets itself as a principal. The table below shows the number of smartphones in our network and smartphone penetration for the periods indicated:

A wide variety of data offers are made available as part of our voice and terminal bundled campaigns, where terminals are sold by dealers, to increase LTE available device penetration, create a unique terminal experience and enhance the broadband internet experience. Since February 2014, selling smartphones through credit cards with installment plans has been banned in Turkey. Turkcell initiated Turkcell Finance Company (“Financell”), which enables customers to buy devices with installment plans, where Turkcell Finance Company gives credit to consumers in terms of 1 to 48 months. Distributors, dealers, Turkcell Consumer Finance CompanyFinancell and Turkcell offer joint campaigns to the subscribers, which may include the sale of devices by the dealer and a communication service to be provided by

us. In addition, we are increasingly selling handsets ourselves as a principal. These campaigns contain a varietyAvariety of devices are offered through these campaigns, such as smartphones, LTE available modems and tablets and some complimentary products such as wearables,accessorizes, accessories, game consoles, headsets TV set top boxes and VRvirtual reality sets. Throughout 2016,2017, we maintained our position as leader of handset campaigns through our dealer channel and we delivered attractive joint campaigns with “top of the class” models of brands in high demand such as Samsung, Apple, and some local handset manufacturers such as Vestel and General Mobile. We have also launchedoffered Turkcell-branded T series smartphones and a tablet with Android operating systems since 2010, which we2010. We believe this contributes to increased smartphone penetration and data usage and further builds customer loyalty by offering a technologically advanced product at a competitive price. Theprice.We launched the latest version of theourT-series smartphone, the T70,T80 in June 2017 and our first 4.5G enabledT-series tablet was launched in June 2016 andApril 2017. Both devices have sold more than 200100 thousand units country wide.in Turkey.

When the Group sellswe sell goods or services as a principal, income and payments to suppliers are reported on a gross basis in revenue and operating costs, respectively. If the Group sellswe sell goods or services as an agent, revenue and payments to suppliers are recorded in revenue on a net basis, representing the margin earned.

We emphasize our value propositions to our broadband products by not charging our customers for activation, modem or installation services and by offering high-speed fiber broadband at attractive prices.

We offer fixed broadband internet packages to our residential customers. We also offer internet, voice and TV bundles, where we benefit from the use of our own fiber. We need the incumbent’s network to provide services outside our own fiber zones, thereforeinfrastructure, and in these circumstances we differentiate our offering with our customer services. Therefore, outside of our own fiber infrastructure we are only able to offer double-play packages only with internetbroadband and voice to our customers. We aredo not offeringoffer IPTV service on DSL because our TV technology is IP based (IPTV), whichand has a multicast structure, technicallyand for technical reasons DSL infrastructure can notcannot support this kind of service. We emphasize our “no hidden prices” value proposition with our broadband products by not charging our customers for activation, modem or installation services separately, and by offering high-speed fiber broadband at attractive prices.

(iii) Digital Services &and Solutions

Our portfolio of digital services is a key element of our strategy to be “the digital operator”. By providing a wide range of digital services, Turkcell enableswe can enable users to remain connected wherever they are via their mobile devices.devices and we become increasingly relevant to our customers. From digital communications services to media and entertainment services, Turkcell respondswe respond to the diverse needs of subscribers to helpprovide them connectwith a more connected life. We aim to life.increase customer engagement from basic communication to potentially all digital activities. We focus on the value that we create throughout the day for them with our services. In addition to the traditional telecommunications services, we continued to develop digital services that enrich the lives of our customers. We believe that this digital services portfolio gives us the potential to have a significant presence in our customers’ daily lives.

In this regard, we have begun to monitor our customers’ digital services usage behavior. Digital Cockpit, or internal monitoring tool, enables users to personalize their experience, identify trends, set up alerts in case of variance and compare results, all the while accessing the platform from the device of their choice and even using Amazon’s Alexa as an interaction interface. Moreover, with this tool, our management team can monitor critical metrics related to sales, network operations, marketing campaigns and human resources in real-time which enhances overall efficiency.

After the 4.5G launch and due to our digital services strategy, one of our main targets is to increase mobile and fixed multi-play customers. “Mobile triple play” refers to mobile customers who use voice, data and at least one of our strategic digital services, and as of December 31, 2017, our mobile triple play ratio reached 55.8%, up from 41.8% a year ago. As of December 31, 2017, triple play revenue share in mobile revenue increased to 73%, from 58% a year ago. On average, a mobile triple play customer generates 2.9 times the ARPU of a single play customer and has 20% less churn. On the fixed side, the “multi-play with TV” ratio stands for the customers who prefer our fixed services and our IPTV service. As of December 31, 2017, the multi-play with TV ratio increased to 44.4%, from 35.9% year over year.

Digital Services

Turkcell seeks to differentiate itself by providing innovative and pioneering solutions in collaboration with its strong solution providers and various partnerships.

Turkcell is focused on developing and managing digital services and solutions to address the diverse needs of both consumers and corporate customers, thereby enriching their lives. These services are designed around enhancing the communication experience of our customers via better call management and messaging services,

enriching their “on the go” experience by using mobile technologies, especially in the areas of information and entertainment (i.e. television, communication, education, music and sports) and enabling our customers to access information according to their needs and providing conveniencee-commerce services such as secure login and mobile payment and finance services.

Turkcell has numerous activein-housedeveloped a number of Turkcell-branded mobile applicationsin-house. Turkcell App Market is a localized application store for users to download both free and paid mobile applications to their supported handsets. It enables people to download more than 20,000 applications including Turkcell-branded applications and third party applications such as news, games and sports. As of December 31, 2016, Turkcell has 42 active Turkcell-branded mobile applications that were which can be downloaded from app markets (App Store, Play Store, etc.) available for both iOS and Android platforms. These applications areall-access, as they are available for any user regardless of their choice of mobile operator. Some of these digital services are owned and managed through Lifecell Ventures, a 100% subsidiary of Turkcell incorporated in the Turkcell App Market over 3 million times in 2016.Netherlands. These apps are created by ourin-house mobile application development team, comprised of approximately 1,000 engineers dedicated to developing and sustaining superior digital services experience.

Among others, below are the strategic digital services on which we focus:focus (in no particular order):

Downloads of strategic services increased to 44.2 million in 2016, from 21.4 million in 2015.

IntegratedIP-Based Communication Platform (BiP)

BiP is available for all operators’ subscribers on iOS and Android platforms through App Store and Play Store and has been downloaded 11.217.6 million times in 192 countries as of December 31, 2016.2017. The application supports eleven languages including Turkish, English, Ukrainian, Belarusian and Russian Spanish, Arabic, Azerbaijani, German, Farsi, and Romanian. Every monthAs of December 31, 2017, BiP has 4.5 million monthly active users. In 2017 on average around 24071 million messages are sent more than 5 million items of entertainment are shared, and 3.8 million calls are made with 400.000 hours of call duration.daily.

The most important features of Turkcell’sIP-based communication platform BiP includes:

BiP Discover areasection provides also a new connected life experience as a marketplace that consists of various entertainment and information services. Discover areasection offers two way communicationcommunications between users and services. Today, BiP Discover serves more than 71100 different services—including top Turkish banks, TV Shows, celebrities, content providers and customer services—with 312 million followers. In 2017, BiP also started to offer games and has 2 million unique visitors.

Similar to the product offered in Turkey, BiP in Ukraine, includes voice and video call features in addition to messaging capabilities. lifecell subscribers also benefit from free data while using BiP.

BiP data includes a roaming package (100 MB) as well.

Turkcell TV+

Turkcell’s multi-screen TV platform Turkcell TV+, launched in October 2014, delivers an enhanced television viewing experience to its subscribers anywhere, any time.time with more than 150 channels. Its unique features as compared to other

platforms include the abilities to pause and rewind live streams, record to cloud and the capability to switch between four screens. As of December 31, 2016 Turkcell2017 TV+ reached 1.12.2 million subscribers, 360506 thousand of which were IPTV users, and customers who have downloaded Turkcell TV applications reached 2.36.3 million to date. We expect that withTV+ offers the launchUltra HD supported 4K content box and 4K content on IPTV platform. Within the scope of 4.5G technologythe strategy consisting of appearing on every screen, we deployed TV+, which we offer in Turkey, a more extensive content library, a new generation4K-Ultra HD technologyour costumers’ homes on Apple TV, Android TV, and application portfolio starting with YouTube, TV+ will become an even more popular and attractive service for both fixed and mobile users while playing an important role for the growth of Turkcell Group.Smart TV applications.

fizy

Turkcell’s digital music service fizy enables its users, via anthrough the application and the desktop version, to access a number of songs, videos, live concerts and radio channels with high quality sound on a monthly subscription fee that also includes data available for this service free of data charges.charge. Users can discover new music with the “Weekly Discovery List” feature, and have the flexibility to listen to their favorite songs offline as well.offline. As of December 31, 20162017 fizy has been downloaded 8.014.2 million times to date.date and has 2.0 million monthly active users. In 2017, 14 concerts were broadcasted live on fizy. Fizy is also available in Ukraine.

lifebox

Turkcell’s personal cloud service, lifebox is the first local storage service in Turkey and globally provides all users the ability to store their photos, documents, and videos in one secure, convenient and personal space with auto syncing abilities, and to share them easily. Everyone who downloads and logs into the lifebox application is given a 5GB of storage space free of charge. Since 2017, lifebox now comes with a phone book synchronizing feature. As of December 31, 2017 lifebox was downloaded 6.3 million times and has 1.4 million monthly active users, and on average 39 files are uploaded per user per day.

Dergilik (Digital Publishing)

Our digital publishing app, Dergilik gives users access to more than 400 popular magazines and 75 newspapers published in Turkey. All magazines and newspapers available on Dergilik can also be downloaded and read on a monthly subscription fee. The Dergilik service is enhanced with auto-download, favorite pages and magazines features. Dergilik users can also reach websites of magazines and newspapers free of data charge. As at the end of December 2017, Dergilik was downloaded by 4.2 million customers and reached 7.0 million monthly active users, including users who utilized the Dergilik magazines and newspapers via browser.

Yaani

Yaani is Turkey’s search engine and browser, providing a fast, secure and stable browsing experience combined with a unique set of features through the Yaani Browser. Yaani is available for both iOS and Android and was created based on Turkey’s specific user patterns and can access local content first, making each search relevant. With Yaani, Turkcell adds Turkey to the list of countries to have their own search engines.

By using Yaani, users can have a personalized browsing experience where they can access everything that matters to them in one place: “Search for the information you want”, “Surf the Web”, “Check the local news”, “Search for local restaurants”, “Check the local weather”, “Enjoy your favorite music via fizy” by the help of shortcut buttons. As such, Yaani is integrated with other relevant Turkcell digital services. Yaani had reached more than 3.5 million downloads and 1.2 million active users as of February 2018.

Goals on Your Mobile (Goller Cepte)

Goals on Your Mobile is a sports application designed for the four top soccer clubs’ and live score fans. It provides instant super league goal videos, betting analysis and the latest news. It is also a social application where people can come together in a forum. The app had beenwas downloaded 2.94.5 million times and has 1.0 million active users as of December 31, 2016.2017. The service plans promiseoffers new features such as multiplayer games and anin-depth betting analysis insince the first quarter of 2017.

lifebox

Turkcell Academy

Turkcell launched the Turkcell Academy service in 2014 in order to reshape ways of learning so that anyone, anywhere, would have access to world class learning and quality content.2014. Enriched with Turkcell’s technology and training knowhowknow-how and content partnerships with top institutions worldwide, Turkcell Academy provides an access to a digital and innovative world. Turkcell believes that accessible knowledge with mobility will offer equal opportunities in education and empower people.

Turkcell Academy offers services for consumers and corporates. As the consumer service, Turkcell Academy has a website and mobile application that provide digital learning contents and services in various categories such as technology, innovation, personal development, marketing, leadership, certificate programs.

Regarding the corporate service, the Learning Management System (LMS) of Turkcell Academy enables to easily prepare trainings, courses, exams and questionnaires. User management on the LMS iseasy-to-use and the platform also allows detailed training-tracking and reporting. Besides these advantages of Turkcell Academy LMS as a training tool; it is also a highly developed evaluation tool with its capabilities of simultaneously reporting the responses.

Turkcell Academy mobile application hadhas been downloaded by 1.22 million customers by the end of 2016. About 5and about 2 million learning videos have been watched on Turkcell Academy by the end of 2017.

Turkcell Academy also launched “Hello Hope”, a mobile application which aims at facilitating the lives’ of Syrian refugees in Turkey, as a corporate social responsibility project in September 2016. Previously recognized by the GSMA for best use of mobile technology in humanitarian and emergency situations, “Hello Hope” received another award from the World Summit for Information Society (WSIS), led by the International Telecommunications Union (ITU), the UN body for the telecommunications industry in 2017. Additionally, “Hello Hope” was selected among globally inspirational projects by the UNESCO-Pearson Initiative for Literacy. The mobile app reached more than 700 thousand downloads as of today.the end of 2017.

My Account

One of our priorities as Turkcell is to drive customer loyalty through digital.the digital platform. Within the scope of this strategy, we investhave invested in our digital self-service channels. The primary channel is our mobile application called “My Account” bywith which we provide our customers the ability to track their bills, usage and settings and makeexecute transactions and purchases. Our engagement activities combined with these offerings brought over 1425.4 million downloads and about 1017.3 million monthly active users in 2016.2017. As of December 31, 2017 My Account users has 40% more ARPU and less churn with regards thenon-users. Our customer satisfaction and effort scores also indicate that we offer a simple and user friendly experience and make our customers’ lives easier.

Dergilik (Digital Publishing)UpCall

Our digital publishing app, Dergilik,UpCall is anall-access application enriching and facilitating our customers’ calling experience with many different features it offers. When a call is received from a number that gives usersis not saved in the phonebook, the caller ID can be seen on the screen while the phone rings. The UpCall application also has a smart search feature that enables the access to more than 250 popular magazines published in Turkey on their iOS and Android tablets and smartphones. All magazines available on Dergilik can also be downloaded and read viathe number of an unknown person or place through number query with name; the access to the identity of the owner of an unknown number; as well as the initiation of a monthly subscription fee. Dergilik service is enhancedgroup call with auto-download, favorite pages and magazines features.a single click. As of December 2016, the app has been31, 2017, UpCall was downloaded by 0.92.0 million customers.times and had 837 thousand active users.

Smart Places & Business Applications

Business Applications provides corporate customers with a competitive advantage by providingnon-core industrial solutions. Fleet management, employee tracking,push-to-talk services, smart faxing services, cloud based Saas products, digital invoicing solutions, energy monitoring services and new generation cash register solutions are available to streamline customer processes and provide operational efficiency through new revenue streaming channels, better customer reach and experience.

With the rise of the enterprise applications market as well as improvements in mobile internet, cloud services and mobile devices, businesses have been undergoing a strategically important process of digital and mobile transformation. Turkcell continues to be a strategic business partner to companies in all industries for transformation projects that aim to render all processes manageable via mobile devices anytime and anywhere.