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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:

Not Applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

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ITEM 3.    KEY INFORMATION

3.A Selected Financial Data

Our audited annual Consolidated Financial Statements including our consolidated statements of financial position as of December 31, 20192020 and 20182019 and our consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the three years in the period ended December 31, 2019 (“2020 ("Annual Consolidated Financial Statements”Statements") included in this annual report have been prepared in accordance with International Financial Reporting Standards (“IFRS”("IFRS") as issued by the International Accounting Standards Board (“IASB”("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"Item 5. Operating and Financial Review and Prospects”Prospects", our audited consolidated statement of financial position as of December 31, 20192020 and 2018,2019, and the related consolidated statements of profit or loss, other comprehensive income, changes in equity, and cash flows for the years ended December 31, 2020, 2019 2018 and 2017,2018, and the related notes appearing elsewhere in this annual report.

The following table presents our selected consolidated statements of profit or loss, financial position and cash flows data as of and for each of the years in the five-year period ended December 31, 2019,2020, 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, 20192020 and as of the respective years.

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Non-IFRS measures

        Adjusted EBITDA is a non-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 expenses, gain or loss from discontinued operations, share of profit or loss of equity accounted investees and depreciation and amortization. Our management reviews Adjusted EBITDA as a key indicator each month in monitoring our financial performance. Net income is also considered by our management as an indicator of 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.

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, 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). Adjusted EBITDA 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 should not be considered 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"Item 5. Operating and Financial Review and Prospects”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, from net profit, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.

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The following table presents selected operational data:

I. Operating Results

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(3)	Subscriber numbers do not include subscribers in Ukraine, Belarus, the Turkish Republic of Northern Cyprus and Germany.

(4)	Subscriber numbers include subscribers in Ukraine, Belarus, the Turkish Republic of Northern Cyprus and Germany.

(5)	We calculate average revenue per user using the weighted average number of our mobile or fixed subscribers, as relevant, in Turkey during the period.

(6)	Average monthly minutes of use per subscriber is calculated by dividing the total number of incoming and outgoing airtime minutes of use by the average monthly sum of postpaid and prepaid mobile subscribers in Turkey for the year divided by twelve.

(7)

Average monthly mobile churn rate represents the rate of mobile subscriber disconnections during a certain period and is the percentage calculated by dividing the total number of subscriber disconnections during a certain period by the average number of subscribers for the same period. For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of gross subscribers acquired during the period. See “Item 4.B. Business Overview—V. Churn” for information concerning subscriber disconnection policy, changes in the policy and change in presentation as of the third quarter of 2018 and as of 2019.

(8)

Average monthly fixed churn rate represents the rate of fixed subscriber disconnections during a certain period and is the percentage calculated by dividing the total number of subscriber disconnections during a certain period by the average number of subscribers for the same period. For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of gross subscribers acquired during the period. Churn refers to our fixed subscribers in Turkey that are both voluntarily and involuntarily disconnected from our network. Fixed churn rate includes switches between Fiber and ADSL.

(9)	See “Item 6.D. Employees” for information concerning our consolidated subsidiaries.

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, 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 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. If the competition we face intensifies or the market slows or develops in unexpected ways, this could harm our business and financial condition.

In our conventional Turkish telecommunications market, we currently face price competition on telecommunication services, in particular from two other operators, Vodafone Telekomunikasyon A.S. (“Vodafone”("Vodafone") and Turk Telekomunikasyon A.S. (“("Turk Telekom”Telekom"). Turk Telekom’s majority shareholder,In 2018, following a default by Oger Telecom has defaulted on the bank loans it used to finance its stake in Turk Telekom. Accordingly, the ownership ofTelekom, Oger Telecom’sTelecom's 55% stake was transferred to a special purpose company established by the creditor banks in late 2018. Itsbanks. The creditor banks have announced the launch of a sale process for their stake in September 2019. We cannot predict how this situation will be resolved or whether there will be changes in its strategy or ownership in the meantime.

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The outcome of this situation could have a significant impact on the competitive environment in which we operate. More generally, we expect to experience continued price driven competition in our main markets. If we do not respond effectively to this competition, the growth of our business and our financial condition may be negatively affected.

A key element of our strategy is to offer digital services. As a result, we expect to find ourselves increasingly in competition with companies that specialize in the development of internet applications and services (namely “over-the-top”"over-the-top", or “OTT”"OTT" services). The leading companies in these businesses have the advantage of operating in morerelatively lightly regulated environments and are generally global entities (WhatsApp,

YouTube, Spotify, Netflix, etc.), while our Company is, as of today, primarily a Turkey-based telecom company with a smaller global footprint operating in a heavily regulated market. Most of these global players have entered the Turkish market, thereby creating a highly competitive environment in these businesses, which may negatively affect the growth of our digital services businesses. Several of these global players' platforms are now offering local Turkish content in addition to their market-leading international content offerings, thereby improving their competitiveness. Notably, Netflix offers content that they produce locally which competes with the offering of our multi-screen TV platform TV+.

In addition, newer applications from less well-known developers are constantly being introduced and may disrupt areas of the digital services industry in which we compete or seek to compete. These established and newer applications and services make use of the internet as a substitute for some of our more traditional services, such as messaging and voice. Reduced demand for these telecommunications services has had and are expected to continue to have an adverse impact on our revenues. Furthermore, other “traditional”"traditional" operators in Turkey also offer such services that they have developed independently or in partnership with global OTTs as part of their offerings, thereby further increasing competition in the local market. Moreover, pirated digital content is provided by multiple online platforms in Turkey, some of which offer a large selection of high-quality content that is readily accessible online and through dedicated apps, which has significantly, and may continue to negatively, affect the demand for the digital content we offer, in particular our TV and music services, which has had and may continue to have an adverse impact on our revenues generated through these services. A further obstacleOne of the keys to our digital services growth is that certain apps offered by our competitors are already embedded in the phonescompetitiveness of our customers,apps is their accessibility through smart phones, which increasescould be adversely affected if their visibility and accessibility in comparison with the apps we offer. For example, the Apple Music app, which is a competitorwere not equal to that of our fizy app, is embedded into iPhones and is thus significantly more accessible. Additionally, ascompetiting apps. As a result of Huawei being placed on a US trade blacklist in 2019, resulting in Google removing the licensed version of its Android mobile operating system from future Huawei devices, the development of the mobile apps we offer willmay become more costly and time-consuming as these will have to be adapted for Huawei’sHuawei's upcoming Harmony app ecosystem.

In our conventional telecommunications business, in the past, Turkey’sTurkey's principal telecommunications regulator, the ICTA, has interfered with our ability to price our services and respond to competitive pressures. Regulatory actions, in large part from the ICTA, have been 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. It is possible that the ICTA may also act to regulate other areas of our business, including data and digital services, and we cannot predict the impact that such regulation would have on our ability to execute our strategy and on our competitive position. Furthermore, sub-brand initiatives of the existing competitors, and new licenses and authorizations issued by the regulator such as fixed telephony service and mobile virtual network operator (“MVNO”) licenses have made it easier and/or more attractive for new direct and indirect competitors to enter the market.

In 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 quality in this business. Therefore, any delay or negligence of Turk Telekom could result in dissatisfaction of our customers and lead to churn of our XDSL subscribers. Competition in the market may also be adversely affected by changes in a number of other areas that are not specific to telecommunications, such 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, adverse macroeconomic developments and unfavorable changes in consumer behavior. Any one of these could in turn adversely affect the development of our business and consequently, our financial results.

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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 may pursue inorganic growth opportunities, principally in Turkey and in countries in which we are already present, in order to leverage our experience and technological base in mobile or fixed telecommunications and/or services. We may also pursue opportunities which include alliances, such as MVNOs, management service agreements, branding and know-how support services, digital services cooperation and marketing partnerships. In accordance with our convergence strategy, theThe opportunities that we pursue in some markets, including Turkey, may include services that would be adjacent or complementary to the services that we already offer in such markets.

Further, 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 investinghave invested in outside of our traditional telecommunications activities include the following:

(“Lifecell Ventures”) based in the Netherlands, which offers Turkcell’s digital communications, entertainment and transactional applications. Lifecell Ventures’ business model is based on charging consultancy, brand and license fees in return for provision of digital service infrastructure and know-how to other operators. We cannot ensure the commercial success or profitability of this business, which depends on our and our partners’ ability to compete against global and local players in these markets, as well as the local competitive environment, consumer trends and preferences and market conditions, all of which may be significantly different from the Turkish market. Furthermore, as this business grows and expands into new markets, namely through additional digital services cooperation agreements and similar agreements, we will face increasing reputational, regulative and commercial risks in those new markets, both directly and through our local partners.

New investments may not achieve expected returns or returns that are in line with those of our core business in Turkey, which may result in high value erosion. In many of the markets and businesses in which we have invested, may invest or may increase our investment, it may take several years and significant expenditures to achieve desired profitability, if at all. As part of our strategy as a converged 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 with these countries and these types of businesses. If we becomeAs a minority shareholder in an investment or a participant in a joint venture, we might encounter difficulties in protecting our shareholder rights. Furthermore, we may face risks in respect of the actions of the other parties in the investment or venture, for example violating anti-corruption laws such as the U.S. Foreign Corrupt Practices Act ("FCPA") and European Union regulations as well as applicable economic sanctions and embargoes and other risks. For further information relating to the corruption and sanctions laws to which we are subject, see—"If we, our local partners with whom we enter into cooperation agreements or similar agreements, or one of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, and international sanctions, this could adversely affect our business and financial condition." below. In addition, if an asset in which we have invested does not provide the expected returns, we may consider disposal at a sale price that may be below carrying value or liquidation.

Any instability in the political environment and/or downturn in the economy, as well as volatile international markets, in particular as a result of the ongoing COVID-19 global outbreak,pandemic, in Turkey and/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 and political environment have had and are likely to have a material adverse effect on our business and financial

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condition. The performance of the Turkish economy has been and may continue to be affected by global, regional and domestic economic and political developments. In particular theThe COVID-19 global outbreakpandemic has introducedcreated additional uncertainty regarding the outlook for Turkey and for our business.

Turkey has, from time to time, experienced volatile political, economic and social conditions. Since 2002, the AKPAK Party (the Justice and Development Party) won governing majorities four times during a period in which Turkey’sTurkey's economy generally enjoyed growth and stability. Turkey held its inaugural presidential election in 2014, based on the constitutional changes implemented following the constitutional referendum held in 2007. Recep Tayyip Erdogan, leader of the ruling AKP,AK Party, won the election in the first round. On April 16, 2017, a majority of Turkish voters approved a referendum amending certain articles of the Turkish Constitution to expand the powers of the president to create an executive presidency. Turkey’sTurkey's political stability has been affected by the coup attempt against the government in power in 2016. In June 2018, Turkey held its first dual parliamentary and presidential elections, and then-President Recep Tayyip Erdogan won in the first round and became the Executive President for the next five years.

In August 2018, the Turkish economy experienced currency volatility where the Turkish Lira depreciated sharply due to growing tensions between the US and Turkey over the detainment of US pastor Andrew Brunson, in addition to the tightening of the financial markets monetary policy expectations. During this period, the TRY experienced an important depreciation and inflation reached double digits. The Turkish economy experienced further volatility as a result of the U.S. Executive Order 13894 of October 14, 2019 “Blocking Property and Suspending Entry of Certain Persons Contributing to the Situation in Syria” (“Executive Order”) following Turkey’s military operation in Syria and the Office of Foreign Assets Control (“OFAC”) adding some Turkish ministers and ministries to its Specially Designated Nationals List (“SDN List”). Although OFAC removed the sanctioned ministries and ministers from the SDN List on October 24, 2019, the Executive Order could potentially at any time be reactivated against Turkey. Also, sanctions stemming from the U.S. legislative branch, notably the Protect Against Conflict by Turkey (PACT) Act and the Promoting American National Security and Preventing the Resurgence of ISIS Act, and the judicial branch, such as the ongoingU.S. v. Halkbank case involving criminal charges against the Turkish state-owned bank Halkbank alleging that it helped Iran evade U.S. sanctions, pose a constant threat to the Turkish political environment and its economy. Draft bills primarily involve sanctions against the Turkish Government’s top management and Turkey’s energy and finance sectors, along with regulations to activate the sanction provisions under the 2017 Countering America’s Adversaries Through Sanctions Act. Furthermore, the U.S. National Defense Authorization Act (NDAA), which was approved by President Trump on December 31, 2019, involves sanctions against Turkey and notably bans the delivery of F-35 fighter planes and imposes sanctions against the TurkStream natural gas pipeline project. Turkey also faces risks relating to EU-based sanctions, such as those stemming from EU Council Regulation (EU) 2019/1890 of 11 November 2019 concerning restrictive measures in view of Turkey’s drilling activities in the Eastern Mediterranean. These and other sanctions and legislative or judicial actions may individually or in the aggregate adversely affect the Turkish economy and, in turn, result in a material negative effect on our business, financial condition and results of operations.

In 2019, policymakers introduced easing through a number ofseveral channels in a bid to rapidly return the Turkish economy to growth. Starting in July 2019, the Central Bank of the Republic of Turkey (“CBRT”("CBRT") cut its policy rate by 1200 bps in total to 12% by the end of the year. The CBRT also designed a new reserve requirement mechanism

to encourageGrowth continued in the growthfirst quarter of banks’ loan books by as much as 15%2020, 4.46% year-on-year. Combined with the hike in real terms. In 2019, primary expenditures have grown by 18.9% y-o-y, compared to a 8.3% rise in tax revenues. As a result, after registering negative y-o-y growththe demand for three consecutive quarters,US dollar, global volatility and fragility of emerging markets, the Turkish economy saw positive growthLira depreciated by 18% between March and May of 2020. The second quarter of 2020 reflected the adverse effects of the COVID-19 pandemic with a 10.30% contraction in the thirdeconomy. In May 2020, the Turkish government began lifting COVID-19 restrictions gradually and fourth quarterseased fiscal policy by namely introducing short-time working allowance and expandedtax deferrals. Also, the economy has been supported with credit-channel stimulus by 0.9% y-o-y in 2019. Inflation eased substantially throughout the year, slowed from 20.35% y-o-y in January to 11.84% in December.state-owned banks and through monetary expansion. As a result of fiscal and monetary support, the Turkish economy grew 6.29% year-on-year in the third quarter of 2020. On the other hand, these steps resulted in deterioration in current account deficit and inflation. Year-end 2020 inflation reached 14.60%. Turkey tightened its monetary policy in response to the rise in inflation. The CBRT and the Turkish Banking Regulation and Supervision Agency ("BRSA") implemented normalization steps including increasing the policy rate to 17%, implementing orthodox policies by funding banks with only one-week repo channels, emphasizing financial stability, changing banks' reserve requirement regulations to discourage them to grow their Lira loan books and increasing swap limits with foreign banks. Moreover, the asset rule ratio was removed starting December 31, 2020 which may lead to a strong easingslowdown in future credit growth. These positive steps helped Turkish assets to gain value and Turkey's credibility to improve in the eyes of foreign investors. Due to the pandemic, the 12-month cumulative budget deficit widened to around 3.42%. Turkey had 5.87% growth in the fourth quarter year-on-year. In January and February 2021, CBRT kept policy loan growth increased from -9.7%rate constant at 17% in January and February. CBRT increased policy rate by 200 bps on March 18, 2021 to 19.5%19%, because of inflationary risks stemming from international developments and accelerating domestic loan growth. On the other hand, in December, the ratio of nonperforming loans reached 5.3%, and according to the International Monetary Fund (“IMF”) definition, the headline budget deficit increased by 5.3% of GDP. Along with these leveraged figures, U.S sanctions and deterioration of risk appetite towards Turkey could negatively affect the economy. Additionally,March 2021, the Turkish Lira could face massive sell-off,depreciated by approximately 13% following an unanticipated change at the governor of the CBRT on March 20^th. New governor stated that policy rate will be above inflation figuresuntil permanent decline in inflation is secured. Exchange rate developments which are driven by changes in global financial conditions and expectations could spikeTurkey's risk premium is likely to affect monetary policy. Furthermore, Turkey faces the ongoing possibility of U.S. sanctions against Turkey since the detainment of Pastor Brunson and international investors’ worries about Turkey’s foreign currency debt obligationsthe ongoing Halkbank case involving criminal charges against the Turkish state-owned bank Halkbank alleging that it helped Iran evade U.S. sanctions. Moreover, the acquisition of Russian S-400 air defense systems caused the U.S. to impose sanctions through the Countering America's Adversaries Through Sanctions Act (CAATSA) on Presidency of Defence Industries in Turkey. While these sanctions have not had a significant impact on the Turkish economy, the scope and intensity of U.S. sanctions, and, in turn, their effect on the Turkish economy, may be triggered.evolve. Additionally, Turkey faces the risk of sanctions from the European Union, namely in as a result of its drilling

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activities in the Eastern Mediterranean, as well as its decision to reopen the coastline of Varosha in Northern Cyprus in October 2020. These and other sanctions or the perceived threat of sanctions may result in a weakening of capital inflows or in capital outflows, external liabilities and pressure on inflation and may individually or in the aggregate adversely affect the Turkish economy and, in turn, our business, financial condition and results of operations.

Any deterioration in loans or in the general economic outlook may negatively affect our mobile and consumer finance businesses along with other industries. Geopolitical and domestic political factors are other sources of uncertainty and impose further risks on the country’scountry's economy. More generally, in our view, among the major threats to the global economy in 20202021 are inefficient or low efficacy of vaccination, new variants of the virus, weak global growth, and trade tensions between U.S. and China, the potential for a significant slowdown in the Chinese economy and European and US political uncertainty, notably in light of the upcoming US presidential elections. A number of institutions, such as the IMF, are updating their growth forecasts downward mainly as a result of the negative effects of tariff increases enacted in the U.S. and China. According to the recent indicators and surveys, the Eurozone economy has been slowing from previously high levels, due to weakening domestic demand due to decreased industrial production following the introduction of revised auto emission standards, subdued foreign demand in Germany as well as the uncertainty surrounding Brexit. As the largest exporting partner, a slowdown in Germany and the Eurozone presents an important risk to the Turkish economy. The effect of prolonged low energy prices on commodity-exporting countries in the region such as Russia, Saudi Arabia and Iran may negatively affect the terms of trade between these countries and Turkey. Also, fragile growth outlook in Turkey’sTurkey's key export destinations and geopolitical risks stemming from instability in Iraq, Syria, Iran, Georgia, Cyprus, Egypt, Tunisia, Israel, Armenia, Ukraine and Russia are additional sources of risks for Turkey. Since December 2010, political instability has increased markedly in a number of countries in the Middle East and North Africa, such as Libya, Tunisia, Egypt, Syria, Jordan, Bahrain and Yemen. As a result of the conflicts in Syria, millions of Syrian refugees have fled to Turkey and more can be expected to cross the Turkish-Syrian border if the unrest in Syria continues or escalates. Any continuation or escalation of political instability or international military intervention in Syria may act as a destabilizing factor for Turkey. The high number of refugees within Turkey’sTurkey's borders and foreign intelligence agents infiltrating both refugee camps and local communities remain current threats. Also, tensions between Armenia and Azerbaijan over the disputed region Nagorno-Karabakh, disputes over Mediterranean gas exploration of Turkey and growing tension between Russia and Ukraine in Donbass are possible threats.

The recent global outbreak of the Coronavirus (“COVID-19”), a virus causing potentially deadly respiratory tract infections,COVID-19 pandemic has caused and may cause additionalsubstantial slowdown in the global economy, as is evidenced by the ongoing sharp fall in investments, exports and industrial production. On March 27, 2019,production in the International Monetary Fund officially declared thatsecond quarter. As the global economy has entered recession as a result of theCOVID-19 spread of COVID-19. As COVID-19 spreads globally, financial markets are factoringfactored in higher risk in their prices and experiencingexperienced historical levels of volatility and selloffs.sell-offs. As also indicated in the above paragraphs, Turkey has been and will continue to be affected. A series of measures have been announcedaffected by this pandemic. Although the current vaccine roll-outs in Turkey to combatand internationally may decrease the negative effects of the pandemic, low efficacy and new variants of COVID-19, such asamong other factors, may lead to renewed lockdowns and a slowdown in global economic activity. Should the Central Bank of Turkey’s targeted additional liquidity facilities to banks aimed at securing uninterrupted credit flow tomeasures taken by the corporate sector, tax cuts and primary debt and interest payments deferments; however, we cannot predict the impact, if any, of these measures on the Turkish economy. Should these measuresgovernmental bodies be ineffective in countering the effects of the outbreakpandemic on the economy, customers in our home market and abroad, both individuals and corporates, could, namely, experience a significant deterioration in purchasing power, leading to a material negative impact on our revenues and a surge in corporate bankruptcies. A decrease in the financial condition of our existing and/or potential customers could in turn lead them to opt for cost-feasible tariffs, thereby negatively affect our upselling potential, or to ask for freeze of our services, which may ultimately result in higher level of churns. In addition, theseGovernment's measures will be costly and will thus add to Turkey’sTurkey's state debt and may eventually result in additional pressure on the value of the TRY relative to other currencies. Moreover, measures taken by the public and private sectors both in Turkey and abroad in response to COVID-19 pandemic, including travel restrictions, the closure of stores (including ours), the promotion of social distancing and the adoption of work-from-home by companies and institutions, could have a material impact on the amount and ways our customers use our networks and other products and services and, in turn, on our business and ourthe level of investment requirement. Notably, the closure of our stores, whether partial or complete, has and is expected to continue to have a negative impact on our sales. As such, we have experienced a decrease in gross mobile subscriber acquisitions as well as a decrease in the use of some of our mobile applications resulting from a decrease in the mobility of our customers. Further, our subscribers' use of home internet services has increased, resulting in lower use of our mobile data services. Although we have

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made significant investments to adapt our network to the increase in internet traffic, no assurance can be given that we will successfully meet demand or that we will monetize this investment. In particular,addition, no assurance can be given that additional unexpected cash outflows will not be required in response to COVID-19 has resulted in apandemic, which could further erode liquidity and increase borrowing requirements. Furthermore, the substantial decrease in international travel, which has had and will continue to have an adverse effect on our roaming servicesrevenues (inbound and outbound) and if continued for a long duration, willresults of operations. Additionally, our mobile network has experienced increased traffic, which in turn might result in a materialan increase in capex requirements and have an adverse effectimpact on our roaming revenuescost of providing competitive capacity and also on our results of operations. Although we are monitoring the potential impact of COVID-19have been able to adapt our business operations in Turkey and abroad to the conditions under the COVID-19 pandemic, its impact on our business and financial condition is unknown at this time.may be more detrimental than we can envisage should the duration and severity of the pandemic be beyond our assumptions.

Slower growthLow efficacy of vaccination and inflationary pressures as a result of the factors described above may have a negative impact on consumer sentiment, resulting in a decrease in sales which could have an adverse effect on our business, financial condition and results of operations. Furthermore, geopolitical risks are currently prevailing, primarily on the basis that relations with the U.S. continue to be fragile on various fronts, and this could potentially lead to volatility in the future. 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 economy and, in turn, our business, financial condition and results of operations.

Foreign exchange rate risks could affect the Turkish macroeconomic environment and could significantly affect our results of operation and financial position in future periods if hedging tools are not available at commercially reasonable terms.

We are exposed to foreign exchange rate risks becauseas a result of the fact that our income, expenses, assets and liabilities are denominated in a number of different currencies, primarily Turkish Lira, U.S. Dollars, Euros, Chinese Renminbi (“CNY”("CNY"), Ukrainian Hryvnia (“UAH”("UAH"), and Belarusian Ruble (“BYN”("BYN"). FluctuationsIn particular, fluctuations of Turkish Lira, Ukrainian Hryvnia, Belarusian Ruble, and Chinese Renminbi versus U.S. Dollars and Euros, have had and may have an unfavorable impact on us. In particular, a substantial majority of our equipment expenditures is currently, and is expected to continue to be, denominated in U.S. Dollars and Euros, while the revenues generated by our activities are denominated largely in local currencies, in particular the Turkish Lira, Ukrainian Hryvnia and Belarusian Ruble and Euro.Ruble. As of December 31, 2019,2020, our total debt was TRY 20,30621,586 million (including TRY 1,5332,099 million of lease obligations). Consolidated debt breakdown (excluding lease obligations), as of December 31, 2019,2020 was as follows: Turkcell Turkey’sTurkey's debt was at TRY 15,99417,469 million, of which TRY 9,09610,197 million (US$ 1,5311,389 million) was denominated in US$, TRY 5,4255,624 million (EUR 816624 million) in EUR, TRY 201283 million (CNY 237.2253 million) in CNY and the remaining TRY 1,2721,364 million in TRY. Our consumer finance company debt was TRY 1,7331,038 million, of which TRY 1,194259 million (US$ 20136 million) was denominated in US$, and TRY 214465 million (EUR 3252 million) in EUR with the remaining TRY 325314 million in TRY. The debt balance of lifecell LLC (“lifecell”("lifecell") was TRY 1,044980 million, all denominated in UAH.

In addition,        Additionally, we are exposed to currency mismatches with respect to certain capital expenditures and off-balance sheet obligations, in particular with our universal service obligations 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 (primarily in USD, but also Euro and Chinese Renminbi). Also, the financing of infrastructure investments, potential 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. The effect of the depreciation in TRY is typically reflected in inflation rates in 3-6 months on average. According to the research of the CBRT, theThe exchange rate pass through realization in

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Turkey is around 10-15% and this figure might be well over 20% in an overheated economy. High exchange rate pass through creates increasing production prices which is eventually reflected in consumer prices. Between 2011 and 2015the inflation rate with an additional point impact on inflation was 1.8 when average inflation was 8.2%.1.5-2.0 points in response to 10%-15% depreciation in domestic currency. See “Item"Item 8. Financial Information”Information" and Note 3536 to our audited Consolidated Financial Statements included in “Item"Item 18. Financial Statements”Statements" of this annual report on Form 20-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"Item 4B. Business Overview—IV. Tariffs”Tariffs". We are also exposed to currency exchange rates on the prices of the smartphones that we rely on for the promotion of our digital and data services. After the 2008 financial crisis, with the flow of cheap funding, the Turkish economy experienced import driven growth. Therefore consumption patterns have shifted towards foreign currency denominated goods along with raw materials and intermediary goods used in production. Production has been negatively impacted by the price inflation of raw materials and intermediary goods. Depreciation in TRY triggered inflationary pressures which resulted in a deterioration in the purchasing power of consumers. Coupled with slow growth and low purchasing power, consumer demand has fallen. Turkish Lira depreciation has made 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, which has and may continue to have a negative impact on our profitabilityrevenues and financial position.profitability.

According to the CBRT, the TRY depreciated by 12.9%23.6% against the U.S. Dollar and 10.3%35.4% against the Euro in 2019.2020. As of March 20, 2020,April 12, 2021, according to the CBRT, the TRY has depreciated a further 9.7%10.9% against the U.S. Dollar and 6.1%7.4% against the Euro compared to the closing rates on December 31, 2019.2020. 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 particular taking into account the context created by the COVID-19 epidemic,pandemic, which has had, and is likely to continue to have, a material impact on the volatility of global markets which, in turn, may lead to a material increase in our financing costs. The increase in public debt in Turkey may also result in increased pressure on the value of the TRY. For further information relating to our financing obligations, see—“"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”borrowing" below. In several of the other countries in which we have businesses, in particular Ukraine and Republic of Belarus (“Belarus”("Belarus"), there are no or few tools to hedge foreign exchange rate risks effectively due to restricted and undeveloped financial markets in these countries. Any significant fluctuations in the value of the TRY relative to other currencies could have an adverse effect on our business, financial condition and results of operations.

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 funding needs, in particular to finance our technological expansion and investments. In the previous three years, this included the payment of the Turkish 4.5G license fee, Ukrainian 4.5G license fee and related capital expenditures in Turkey and Ukraine, as well as having a consumer finance company in Turkey. Furthermore, in 20182019 and 2019,2020, we paid TRY 1.91.0 billion and TRY 1.00.8 billion dividend, respectively, and made capital expenditures and debt repayments, which significantly reduced our available cash.repayments.

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Looking ahead, we expect to continue to experience moderate cash outflows in relation to new licenses and network roll-out, as well as continuing fiber development and potential dividend payments. The ongoing disputes among our shareholders may also have an impact on our liquidity position, to the extent that they may affect dividend payments. In the past, as a result of such disputes, dividends were not paid for several years and then the resulting backlog was eventually paid in a short period of time. Our liquidity position may also be negatively impacted if our shareholders request dividend payments which are higher than the trend of our historic dividend policy.pay-outs. Our working capital requirements have increased in the last three years in particular after our consumer finance company began its operations. The BRSA’sBRSA's existing regulation imposing a cap on the number of instalmentsinstallments with regard to consumer loans for mobile phones significantly decreased the demand for new loans and thus has reduced our related working capital requirement accordingly.accordingly in the recent years. However, working capital requirements could once again increase should the BRSA increase the maximum number of instalments on mobile phone related loans or should we enter into the device leasing business for consumers, both of which could drive the demand up considerably. These cash outflows have in the past reduced, and may continue to reduce, our liquidity. Reduced liquidity may lead to an increase in our borrowing requirements and thus our borrowing costs. 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 keep our cash in hard currencies to manage the risk with respectrelating to the Turkish Lira. For the year ended December 31, 2019,2020, as a result of fair value changes in derivative instruments, net derivative assets of TRY 7.6798.3 million are recognized in our consolidated financial statements. However, derivative transactions might have costs and may not fully cover all of ourthe risks faced by the Group, and significant judgment is used by the Company’sour management to determine the fair value of these instruments due to the use of an internally-developed model, which includes significant assumptions related to the treasury curves and credit spreads. For a discussion of our critical accounting policies, see “Critical"Critical Accounting Policies”Policies" in Part III, Item 5- 5—Operating and Financial Review and Prospects. Furthermore, no assurance can be given that we will continue to have access to financing, or be able to conduct derivative transactions, on terms that are economically viable, or at all.

As of December 31, 2019,2020, our total debt was TRY 20,305.7 million. TRY 10,188.521,586.4 million, of our debt portfoliowhich TRY 13,281.7 million consisted of financing obligations paying interest at fixed rates. The remainder of our debt portfolio pays interest at floating rates, which has been decreasing within the last year but could expose us to increased costs if rates increase. In 2015, we arranged a number of financing facilities with a principal amount of approximately $2.9 billion (partly in U.S. Dollars and in Euro) for the refinancing needs of the Company and our subsidiaries and to fund infrastructure investments and any other potential investment opportunities, which has significantly increased our indebtedness. Of this financing amount, we issued a 10-year Eurobond with an aggregate principal amount of $500 million and utilized $500 million in October 2015, which was followed by a

EUR 1.25 billion 10-year loan facility from the China Development Bank (“CDB”("CDB"). EUR 500 million of this facility was immediately utilized. EUR 195 million, USD 325 million and RMB 251 million were subsequently utilized from this facility until its availability period expired in April 2019. Furthermore, in June 2016 we utilized USD 500 million and EUR 445 million under a 5-year club loan agreement with five international banks. Repaymentsbanks, the repayment of the CDB and club loan facility, on a semi-annual basis, have already started and further, on February 11, 2020, our Company announced the prepayment of the club loan facility. Accordingly, the outstanding two principal repayments of the loan, which are originally due in June 2020 and September 2020 and which in total amount to EUR 148.4 million and USD 166.7 million, werewas completed on March 23, 2020.

In April 2018, we issued another 10-year Eurobond bond with an aggregate principal amount of $500 million and a fixed coupon rate of 5.80% per annum in order to finance upcoming debt service. In 2019, we signedentered into a USD 150 million 10-year export finance facility covered by Exportkreditnämnden (EKN) of Sweden in order to finance our procurement from a global vendor, and a EUR 50 million 3-yearthree-year sustainability linked loan with an international lender in order to refinance existing indebtedness. In March 2020, we signed a EUR 50 million 5-yearfive-year green loan to be utilized to finance sustainable investments such as renewable energy, energy efficiency, green digital services and green buildings under the internationally recognized Green Loan Principles. In addition, noAugust 2020, we signed a EUR 500 million loan package with CDB which can be utilized in both EUR and RMB terms for financing Turkcell Group's infrastructure investments in the next three years. In

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December 2020, we entered into a USD 90 million, 10-year export finance facility in order to finance our procurement from a global vendor between 2021 and 2023. No assurance can be given that unexpected cash outflows will not be required, which could further erode liquidity and therefore increase borrowing requirements.

In February 2020, a law was enacted in Turkey (Law No. 7222 regarding Amending Banking Law and other Laws) which enables investors to act collectively according to changing conditions, and issuers and investors to agree on changing the terms and conditions of debt instruments in accordance with their interests, which may have a negative effect on our consolidated financial condition and results of operations.

As we understand from what we observe in        On July 27, 2017, the market, theUK Financial Conduct Authority (FCA) plans(the "FCA") announced that it will no longer persuade or compel banks to phase outsubmit rates for the calculation of the LIBOR by the end ofbenchmark after 2021 and, from then on March 5, 2021, the Secured Overnight Funding Rate (SOFR) is expectedFCA further announced the dates on which panel bank submissions for all LIBOR settings will cease, after which representative LIBOR rates will no longer be available (immediately after December 31, 2021, in the case of all GBP, EUR, Swiss franc and Japanese yen settings and the 1-week and 2-month USD settings, and immediately after June 30, 2023, in the case of all remaining USD settings). Drawings under the EUR 690 million CDB facility signed in March 2018, first tranche of USD 150 million export finance facility signed on February 25, 2019 and USD 50 million JP Morgan facility signed on March 19, 2018 will bear rates of interest linked to, replace LIBOR. Furthermore, regulators are also discussingamong other benchmarks, LIBOR, and the agreements related to these facilities will include a rate-replacement mechanism providing for the replacement of EURIBOR, although it is expected to remain in place for another period of 5 years. As of March 20, 2020, we have neither discussed with nor been approached by any financial institution to replace LIBOR and/or EURIBOR with a newrisk-free rate plus a credit adjustment spread. The elimination of the LIBOR benchmark will result in the rate of interest in respect of LIBOR-linked borrowings under the EUR 690 million CDB facility signed in March 2018, first tranche of USD 150 million export finance facility signed on February 25, 2019 and USD 50 million JP Morgan facility signed on March 19, 2018, being determined with reference to such applicable compounded risk-free rate, which could result in such borrowings being subject to a rate of interest that differs from what LIBOR would have been for an equivalent period.

        Moreover, subsequent changes in regulatory guidance, industry standards or market practice could result in further changes to ways in which LIBOR replacement mechanisms or risk-free rates are drafted, implemented or interpreted. In addition, the potential elimination of any other benchmark, changes in the manner of administration of any benchmark, or actions by regulators or law enforcement agencies could result in changes to the manner in which EURIBOR or similar benchmarks are determined, which could require an adjustment to the terms and conditions, or result in other consequences, in respect of any debt linked to such benchmark. Any such change, as well as manipulative practices or the cessation thereof, may result in a sudden or prolonged increase in reported EURIBOR or similar benchmarks (including any LIBOR replacement), which could have an adverse impact on our existing loan or hedging agreements.ability to service debt that bears interest at floating rates of interest.

In the last three years, we have also borrowed to finance the business of Financell, our consumer finance company and the working capital requirements of our subsidiary in Ukraine. We may continue borrowing to finance our infrastructure investments, consumer finance company (depending on how the market evolves), loan repayments and any other potential investment opportunities. Additionally, we have continued to make excess TRY cash of Turkcell available to other group companies located in Turkey as short-term TRY loans at arm’son an arm's length basis in line with prevailing market conditions under the framework shareholder loan agreement signed with respective group companies in 2018.

Some of our borrowing agreements contain cross default clauses, which could trigger an event of default under such agreements in the event of a default by a Group company under its own borrowing agreements (such default by that Group company being subject to certain thresholds).

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

We are subject to a significant range of legislative and regulatory requirements, both in Turkey and 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 and ability to terminate subscriber contracts, 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 our offers, our ability to implement any planned or future network or infrastructure sharing initiatives andas well as 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, whether or not we agree that such failure took place, 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 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"Item 4.B. Business Overview—XII. Regulation of the Turkish Telecommunications Industry”Industry".

Pricing is one of the areas in which we are subject to regulation. In the recent past, the ICTA and Ministry of Transport and Infrastructure regulations and actions relating to our voice, SMS, data and value added/digital services have negatively affected our pricing and our ability to design and launch campaigns and offers. One of these regulations regarding the retail pricing per voice minute has been lifted and the regulatory burden has consequently been significantly reduced. The ICTA reintroduced the “mobile retail price cap” obligationsFor example, in 2018 from which Turkcell had been exempt since 2016. Thethe ICTA adopted a decision, which sets new price caps applicable to fees for activation/ deactivation, name/title change, account takeover, MSISDN change, SIM card change and detailed bill information, effective as of October 1, 2018.information. Following this decision, at the start of 2019 new price caps applicable to calls, SMS, international calls and directory assistance service have also been introduced, effective as of January 1, 2019. Turkcell applied for withdrawal of this decision, which was rejected by the ICTA. Turkcell filed a lawsuit for stay of execution and the cancellation of Article 1 of the decision. The case is pending as at March 20, 2020. Further, with the decision taken by the ICTA on April 12, 2018, operators are now subject to new processes related to the reimbursement of the remaining balances to prepaid subscribers whose subscriptions are terminated for various reasons, which may be material depending on the size. ICTA, through a board decision taken at the end of 2018, has imposed obligations on operators to record and to keep up-to-date identity information on their subscribers (both consumer and corporate segments), matching this information with the products/numbers that are being used. ICTA also requires that operators complete missing information on existing subscribers and to terminate these subscriptions if the information is not provided within a given date. Likewise, foreigners are required to register their subscriptions with their “foreign identity number” if they are to use their subscription for more than 90 days, otherwise their subscriptions must also be terminated. These new obligations have resulted in a one-time bulk deactivation of subscriptions, especially of the subscriptions of foreigners, impacting our churn rates in the third quarter and particularly in the fourth quarter of 2019. New subscriptions are completed only if the required identity information is given upfront.introduced.

In addition, interconnection rates are still set by the ICTA, and there is a possibility that further regulatory actions may adversely affect our Company’sCompany's wholesale revenues. In addition,Namely, 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 telecommunications operators in the market, both of which may adversely affect our business and financial condition. For more information, see “Item"Item 4.B. Business Overview—XII. Regulation of the Turkish Telecommunications Industry”Industry".

        On 28 July 2020, Turkey amended Law No.5651 on the Regulation of Broadcasts via the Internet and the Prevention of Crimes Committed Through such Broadcasts effective from October 1, 2020, thereby imposing significant obligations on major social media providers, such as the requirement to appoint a representative in Turkey and to host local user data in Turkey, as well as process content removal requests and report these to ICTA. Social media providers that do not comply may face throttling of their traffic bandwidth by up to 90%, which may affect data usage on our networks and, in return, data revenues.

Expectations and standards with regard to privacy and data protection have been increasing both globally and in Turkey. Stricter privacy laws and regulations are being adopted or existing legislation is being more strictly interpreted and enforced by the authorities, which require companies to invest more diligence and effort towards ensuring compliance. While we are primarily subject to Turkish data protection legislation, the European General Data Protection Regulation and other foreign privacy legislation also have the potential to affect our business through some of our subsidiaries established in the EU and other countries, as well as some of our products and services provided to persons in the EU. Breach of such regulation may potentially result in penalties up to a maximum of 4% of global

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annual turnover or EUR 20,000,000.20 million. Ensuring compliance with these various privacy legislations is a long-lasting commitment, which requires substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our business practices fail to comply. Changes in privacy legislation or in interpretation of the existing legislation could have an adverse effect on our business and data processing operations and/or subject us to significant civil and criminal penalties, business disruption or reputational harm.

Furthermore, given that we process personal data, namely of our customers and employees, we are subject to several data protection laws, among which the Law No."No. 6698 on The Protection of Personal DataData" and the regulations of the Turkish Personal Data Protection Authority, as well as data protection legislation under the Electronic Communications Law and the ICTA’sICTA's data protection regulations. We are further subject to the Capital Markets Board’sBoard's ("CMB") Communiqué on Information Systems Management numbered VII-128.9 and Communiqué on Independent Audit of Information Systems numbered III-62.2, which entered into force on January 5, 2018 and introduced new obligations with regards to information systems for certain legal persons. For more information, see “Item"Item 4.B. Business Overview-RegulationOverview—XII. Regulation of the Turkish Telecommunications Industry”Industry". Should we fail to properly implement and comply with these data protection laws and regulations, we mightmay face administrative fines of up to approximately TRY 1,000,000 (this amount2.0 million (as at April 12, 2021 and as is subject to a legal revaluation increase each year) per breach, depending on the nature of the failure(s), as well as criminal sanctions orfailure. We may also face other regulatory actions by the Personal Data Protection Authority, and faceas well as administrative fines equal to up to 3% of yearly net sales of the ICTA-regulated companies in breach.sales. Changes to such data protection laws may impose more stringent requirements for compliance and imposeresult in significant penalties for non-compliance. In particular, we are facing increased risks with regard to these laws and regulations as the number of our Paycell customers in relation to whom we hold

sensitive data such as credit card information- increases rapidly. Additionally, our Company collects a significant amount of personal data, notably credit card information, from our digital service products users, such as BiP, fizy, lifebox and TV+, and the scope of this data collection has increased significantly following our recentthe implementation of artificial intelligence implementationacross our platforms aimed at providing personalized content to our customers. If we or those with whom we share informationpersonal data fail to comply with these laws and regulations, our reputation could be damaged, possibly resulting in losta loss of future business. In addition, the cost and operational consequences of respondingrelating to the response to breaches and implementingthe implementation of remediation measures could be significant.

The        On June 7, 2018, the Ministry of Transport and Infrastructure informed the operators on June 7, 2018such as Turkcell that they must primarily have to request from the most prevailing operator in terms of infrastructure in Turkey—which is Turk Telekom—to perform the excavation work on their behalf. Although Turkcell filed a lawsuit to removeannual this measure, no assurance can be given that we will be successful in doing so,so. This situation has negatively affected our ability to expand our fiber network and may affect our future investments.

Taxation and charges are also areas in which we are subject to specific regulations. WeNotably, we are for example, subject to a Special Communication Tax (“SCT”("SCT"), which iswas set at 7.5% across all product lines throughout the year 2020 and transceiverwas further increased to 10% effective January 30, 2021. Transceiver and receiver unit surcharge payments are set at 5% of monthly net sales since January 2018. Such taxes have affected, and could continue to adversely affect, consumer demand for products and services, and, therefore, our results of operations.

We are increasingly involved in providing financial services to our customers. As a result of the establishment of our insurance agency company and our participation finance company (not operational yet) as well as our existing operations in consumer finance, payment and e-money services, and insurance, we are subject to a variety of banking and finance laws and regulations (the principal regulators include the BRSA, the CBRT and the Insurance Directorate under Undersecretariat of the Treasury). Moreover, pursuant to our focus on services such as TV and music, we are subject to broadcasting and copyright laws and regulations. Additionally, Turkcell Enerji, which we fully ownis indirectly wholly-owned, holds an electricity supply license from EMRA for the purposes 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 TurkeyFurthermore, Turkcell Foundation is

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exposed to various Turkish regulatory and we will needlegal obligations specific to obtain and develop the expertise required to comply with these laws and regulations, which may be costly.foundations. As we enter new businesses, such as the automotive industry, service coupons and meal cards, we will also be exposed to the regulatory regimes and decisions specific to those businesses.

Notably, in February 2020, the Law No. 7222 Amending Banking Law and Certain Other Laws, Capital Markets Law Article No. 103 was amended so that administrative fines imposed by the Capital Markets BoardCMB are indexed to public companies’companies' financial performances instead of yearly updated fixed administrative fines so far. Accordingly, administrative fines are calculated up to a maximum of the greater of 1% of gross sales proceeds or 20% of pre-tax profit, which may have a significant negative impact on our results of operations.

If we, our local partners with whom we enter into cooperation agreements or similar agreements, or one of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, and international sanctions, this could adversely affect our business and financial condition.

We are subject to various laws and regulations relating to unethical business practices, including bribery and corruption, and international sanctions. Bribery and anti-corruption laws in effect in many countries prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining new business or maintaining existing business relationships. Certain anti-corruption laws such as the FCPA also require the maintenance of proper books and records, and the implementation of controls and procedures in order to ensure that a company’scompany's operations do not involve corrupt payments. Since we operate in several countries, and given that some of our clients, or local partners with whom we enter into cooperation agreements or similar agreements, are government-owned entities and that our projects and agreements often require approvals from public officials, we face the risk that our employees, local partners, consultants or agents may take actions that are in violation of our policies and of anti-corruption laws. In many parts of the world where we currently operate or seek to expand our business, local practices and customs may be inconsistent with our policies, and could violate anti-corruption laws, including the FCPA and European Union regulations, as well as applicable economic sanctions and embargoes. Our employees, local partners or other parties acting on our behalf or with whom we enter into cooperation agreements or similar agreements, or our suppliers, could violate policies and procedures intended to promote compliance with anti-corruption laws or economic sanctions,

regardless of whether we had participated in such acts or had knowledge of such acts at certain levels within our organization. Any of the foregoing could result in criminal prosecution and sanctions, fines, penalties, withdrawal of licenses against us, companies in which we invested, and our and their officers and employees and significant damage to our reputation, and negatively affect our competitive advantage and financial position. There can be no assurance that acts of corruption will not occur or be alleged in respect of any of our activities or those of our current or past affiliates.

We have strong commercial ties to several Chinese vendors from which we have in the past purchased network equipment, and currently have a significant installed base of their equipment, including in the context of the development of our 5G network infrastructure and cloud and IT infrastructure. We also have access to financing from the China Development BankCDB which facilitates the purchase of Chinese equipment. Should any one of themthese Chinese entities become subject to U.S. sanctions, or should we or any entity in our supply chain be compelled to terminate a relationship with a vendor as a result of the direct or indirect reexport restrictions implications resulting from an entity being added to the Entity List prohibitions of the U.S. Commerce Department’sDepartment's Bureau of Industry and Security (BIS), which would affect our ability to purchase their equipment in the future and require us to find alternative suppliers, or should we be compelled to terminate or suspend our relationships with these vendors for any other reason, namely as a result the ongoing tensions between China and the U.S., this may lead to an increase in our costs or otherwise affect our ability to develop and maintain our increasingly advanced network infrastructure and negatively affect our competitive advantage and financial position.

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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 have and are 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.

Through our subsidiaries in Turkey and internationally, we engage in businesses outside of the scope of our core mobiletelecom business. These other businesses are subject to risks that are in some respects different from those of our mobiletelecom business. WeIn order to succeed in these new businesses, 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, insurance, 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, notably, 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. For additional information on the risks relating to the personal information that we process and hold, see—"Regulatory decisions and changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition". This includes through the expansion of our mobile payment business,services company, Paycell in Turkey, Ukraine and the Turkish Republic of Northern Cyprus (limited services).

We also have a consumer finance company, Turkcell Finansman A.S. (“Financell” or “Turkcell Finansman”),Financell, which manages the high working capital requirements and bad debt expenses arising from the high demand in the Turkish market for “bundled”bundled offers featuring both communications services and a communications device, particularly a smartphone.smartphone or a tablet. Having commenced operations in 2016, Financell carried a total of TRY 2.1 billion in loans outstanding at December 31, 2019, which totaled TRY 2.52 billion.2020. Our cost of risk has improved to 2.4% in December 2020 from 3.2% in December 2019 from 1.97% in December 2018; this2019. This may increase in the event that our various lending criteria fail to preserve the quality of our assets, and/or in the event of economic activity and macroeconomic slowdown in Turkey and in Turkish Republic of Northern Cyprus, where, for the latter, we have offered consumer financing up until June 1, 2019. The foregoing may lead to losses and eventual tightening of lending criteria, which in turn may causelead to a reduction of theour loan portfolio, which is likely to affect the profitability of our profitability.finance company. Furthermore, the demand for consumer loans might be negatively affected by prolonged lockdown measures limiting our store traffic, and financial conditions, particularly interest rates and FX rates since most smartphones’devices' pricing is largely dependent on hard currencies. With regard to Financell’sFinancell's swap agreements, ifaimed at neutralizing the FX rates are volatile and, for example, resultposition created by FX funding, any volatility in a substantial difference between the rates forecasted by our treasury and the spot rates at maturity, thisfinancial markets may create mark to market gains or losses which could result in significant losses and a decrease in revenue and otherwise affect our profitability. We have reduced the paid-in capital of Financell from TL 575 million to TL 200 million in February 2021. Although this is intended to raise our debt to equity leverage, the funding need arising from this move may negatively affect our profitability if there is a significant hike in market interest rates.

The large part of the Turkish financial sector, including banks, financial leasing and factoring companies, payments and e-money institutions and consumer financing companies, is regulated by the BRSA. The BRSA may enact changes in regulations regarding consumer finance activities, which might restrict part of our consumer finance business.

As such, initially on August 15, 2018, later on February 26, 2019 and most recently on January 14, 2020, restrictions on the number of installments depending on the purpose of the loan have been adopted through amendments in the relevant legislation. The maturity of certain type of loans (other than loans to consumers for housing finance and complementary goods and services in relation to home renovation/improvement, the financial leases for homes leased to consumers, other loans for the

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purpose of purchasing real estate, loans for the purpose of financing education and learning fees and loans for any refinancing of the same) are explicitly determined under the Regulation on the Principles regarding Incorporation and Activities of Financial Leasing, Factoring and Financing Companies. Accordingly, Financell may provide loans of up to three months for mobile phones with a retail price of TRY 3,500 and above and up to twelve months for mobile phones with a retail price of below TRY 3,500, down from twenty-four months on average up until mid-2018. This has negatively affected the numbergrowth of smartphone sales and the frequency of renewals in the Turkish market, which has had and is expected to continue to have a negative effect on the size of the digital services and solutions market. The long term growth prospects of our mobile and digital services and solutions businesses depend in part on the continuing expansion of the number of smart phone users in the market. Furthermore, on November 14, 2018, the BRSA noticed the factoring, leasing and financial institutions via an article, restricting the distribution of dividends for 2018 and dividends earned before 2018 to only be distributed by prior approval of the BRSA. On January 28, 2021, the BRSA promulgated an additional article which restricted the distributions of dividends for 2020 and limited by 10% of the net profit of 2020 by prior approval of the BRSA. Further, to a recent decision, starting from March 19, 2020, a “cultural fund”"cultural fund" of 1% over import value shallis to be paid for imported or manufactured mobile phones which have voice recording qualifications. The President of Turkey was given the authority to increase the Special Consumption Tax rate on mobile phones from 25% to up to 50% since February 2019. An increase in this tax may negatively impact the number of mobile phones sold in Turkey. We cannot rule out the possibility of further increases in tax rates or new taxes and charges, including on mobile devices, data, and services. These restrictions may include a prohibition on financing of specific goods or services in the future. Further, we are diversifying Financell's portfolio with new products as well as new customer segments such as fiber/adsl customers, SMEs and corporates for their digital infrastructure needs, where the return on investment may not meet our expectations. More generally, the consumer financefinancing 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.

Furthermore, our subsidiary Kule Hizmet ve Isletmecilik A.S. (“("Global Tower”Tower") operates a large portfolio of telecommunication towers in several countries. In the event of expiry, non-renewal or termination of certain concessions or licenses of Turkcell, Turkcell may be forced to transfer to the ICTA the tower assets it owns where ground lease agreements are executed by Global Tower, which would lead to a loss of revenue and have an adverse effect on our business and results of operations.

Turkcell Group has investments in several emerging or developing markets, including Belarus, the Turkish Republic of Northern Cyprus and Ukraine and has activities that involve other emerging or developing markets. Legal systems, institutions, commercial practices and economies in emergingthose 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 fraud of 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 its divested businesses.

In some countries, we hold our investments with another shareholder or local government. 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. 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. 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:

Donetsk and Luhansk, otherwise referred to as the ATO zone) with Russia remains unresolved and could lead us to evaluate our options in the Eastern region. The ongoing crisis may adversely affect the Ukrainian economy and our results of operations in Ukraine and/or the value and security of our assets and operations there. We are unable to predict the likely course or duration of these events, or the extent of the adverse impact that they have had and are likely to have on the telecommunications market dynamics and composition, our investment in Ukraine and our operations there.

Additionally, the official process for the redistribution of radio frequencies in the 900 MHz range was completed by Ukraine’sUkraine's National Telecommunications Authority (“NKRZI”) on March 18, 2020. Accordingly, the frequency band of lifecell in 900 MHz was increased from 3.8 MHz to 5.6 MHz for UAH 121.2 million, effective as from July 1, 2020 for five years. The license fee has been fully paid. This new license will requirehas required further investment in Ukraine, increasing our exposure in this market and may consequently negatively affect our profitability.

In another development, the Mobile Number Portability (“MNP”) has been launched in Ukraine asTable of May 1, 2019. Due to the lengthy and cumbersome practice of MNP, as at March 20, 2020, a negligible number of subscribers have changed operators. We are in a continuous effort to improve this process; however, we may not be successful in doing so.Contents

Recent ownership change in Vodafone Ukraine may change the dynamics in the competitive environment to our disadvantage, which may adversely affect our financial and operational performance. Apart from these economic and political risks, our operations in Ukraine could also expose us to operational, competitive, regulatory and legal risks, all of which may prevent us from delivering our strategic targets. These risks have affected and could adversely affect our result of operations.

The Belarusian economy returned

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In Belarus, inflation accelerated relatively in 2020. Headline inflation increased to growth7.4% in 2017 following two years of recession and remained positive for 2018 by 3.1%. Following a weak start2020 from 4.7% in 2019, according to the year, Belarus economy accelerated visibly in 2019. GDP growth was reported at 1.4% as of Q3 2019.

The country still remains vulnerable to global shocks which may trigger renewed weakness indata provided by the country’s ability to service its external debt and any depreciationNational Statistical Committee of the local currency, BYN, which couldRepublic of Belarus. The National Bank of the Republic of Belarus has been on an easing trajectory since the beginning of 2018, bringing the refinancing rate down to 10% from 17% with gradual rate cuts in turn lead2018, to a reduction in the value of our investment in this country. Inflation decelerated relatively9% in 2019 by decreasingand to 4.7% from 5.6%. According7.75% in 2020. While headline inflation increased to 8.7% in February 2021, in order to limit inflation, the National Bank of the Republic of Belarus (NBRB)may strengthen control over the BYN depreciated againstgrowth of the U.S. Dollar by 9.5%broad money supply or increase the policy rate in 2018 and appreciated in 2019 by 2.6%. The BYN depreciated by 20.8% as2021. Economic activity continues to recover, even though the momentum of March 20, 2020 as comparedthe growth diminished slightly. Macroeconomic stability is still fragile due to the closing ratecountry's reliance on

December 31, 2019. The recent slowdown in inflation and the dovish shift of global and neighbor (Russia) central banks make space for gradual policy easing in Belarus. The NBRB cut the refinancing rate by 100bps to 9.0% in 2019. The NBRB expects inflation to be at the 5% target at end-2019, and

sees the next year’s environment as dovish / disinflationary given the lower inflation in Russia and globally, as well as the expectation for the economy to be close to its steady state. 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 putand political instability. The European Union imposed three packages of sanctions since October 2020, including Alexander Lukashenko and high-ranking officials. Another source of political uncertainty is the recent BYN stabilization atcontroversial presidential election which caused protests and strikes. On the external side, the key risk and creates inflationary and devaluation pressure. Belarus has suffered from hyperinflationfactor is the disruptions in the past and may again in the future.

energy price arrangements with Russia.

In line with our strategic priority of improving our balance sheet structure, debt of our subsidiary, CJSC Belarusian Telecommunication Network (“("Belarusian Telecom”Telecom") was restructured in 2015. As part of the restructuring, Belarusian Telecom’sTelecom's total existing intra-group loans were converted into subordinated loans, provided directly by Turkcell. As of December 31, 2019,2020, Belarusian Telecom’sTelecom's debt (excluding lease obligations) was BYN 0.9 million1.5billion (equivalent to TRY 2.4 million as of December 31, 2019) owed to financial institutions and a BYN 1.5 billion (equivalent to TRY 4.14.2 billion as of December 31, 2019)2020) subordinated loan owed to Turkcell. This subordinated loan was converted to the local currency, BYN, from EUR on April 1, 2019.

In Belarus, as the third operator in the market, we also face regulatory and operational difficulties and no assurance can be given that the situation will change in our favorfavorably in the future. These risks have affected and could adversely affect our reputation and results of operations.

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An IMT spectrum tender is expected tomay be held in 2020the near future as the regulatory body of the Turkish Republic of Northern Cyprus, where we have a subsidiary called Kibris Mobile Telekomunikasyon Limited (“("Kibris Telekom”Telekom"), issued the. The draft rules of the tender for consultations has been issued in December 2019. As per the draft tender terms, all currently allocated and the new spectrum will be technology-neutral and the operators will be able to use them for any technology (e.g. 2G, 3G, 4G or 5G), thereby increasing the efficient use of the spectrum and operational flexibility. Such tender may require additional investments, including in fiber, which would in addition require us to obtain permits that we have no certainty of receiving and without which 4G network profitablyprofitability would be difficult to achieve. Also, there may be a tender in 2021 to restructure the incumbent telecom operator, TRNC Telecommunications Office, although this has not yet been the subject of an official announcement. We may consider to participate in this process; and yet, we face the risk that we may not be permitted to participate in the tender and/or that the tendermay be awarded to one of our main competitors, which would adversely affect our growth and our competitiveness in the region. Further, this tender may include the issuance of a third mobile license, which may increase the competition and adversely affect our results. In the near past, there have been political discussions regarding the reunification of Cyprus, which, if resumed, may bring growth opportunities for our subsidiary, but may also lead to risks including unfavorable changes in applicable regulations, an increase in competition, an increase in capex requirements and loss of revenues.

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Our international and Turkish subsidiaries may not benefit us in the way we expect for the reasons cited above, as well as other reasons, including general macroeconomic conditions, poor management and legal, regulatory or political obstacles. For manysome of these subsidiaries, we do not expect to achieve desired levels of profitability in the near or mid-term. We may also in response to such conditions consider increasing, restructuring or exiting certain of our investments and we may be required to establish new legal entities or engage in new business lines due to our business needs or recently introduced regulations. In addition to the foregoing, the new Turkish Commercial Code and related legislation may require us to provide new capital or other financial support to certain of our controlled subsidiaries, which may divert resources from other needs.

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 monopoly or duopoly markets exist, such as Monaco, the United Arab Emirates or the Maldives, operators tend to increase their roaming prices despite the overall global trend of declining roaming prices, in the world, which could increase our roaming costs. TheMoreover, 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 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”("IT") and network technology (“NT”("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 and/ or our employees and result in a fine under relevant data protection legislation.

We are heavily dependent on IT and NT systems as well as their suppliers and employees for the continuity of our business. 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 NT failures and outages due to system deficiencies, human error, natural disasters such as floods and earthquakes, unsuccessful migration to alternative or improved IT and NT systems, or other factors including but not limited to unintentional third party interruptions. Notably, a significant portion of Turkey’sTurkey's population and most of its economic resources are located in a first-degree earthquake risk zone and Turkey has experienced a large number of earthquakes in recent years, which may result in significant damages to the IT and NT systems our business depends upon. These factors also put at risk the substantial inventory that we hold which, if damaged, could adversely affect business continuity and our results of operations.

Mobile networks are migrating towards internet protocol (“IP”("IP") technology to transport information. These networks open up the possibility for IP-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

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and affect our relationships with our customers and/or our customers, incur substantial additional costs and result in a fine under relevant data protection legislation and lawsuits from affected customers.

Our commercial success is heavily dependent upon the security and continuity of our services, and maintaining the security of our customers’customers', employees’employees' and suppliers’suppliers' personal and financial data, intellectual property, and other confidential and sensitive data is essential to our business. In common with other high-profile businesses which are targeted for cyber-attacks, 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, notably a global malware attack in October 2018 aimed at several telecommunication companies including Turkcell,those which aimed at taking control over our clients and servers. So far, none of these attacks are regarded as material incidents. 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. Our data and systems are currently particularly vulnerable to cyber-attacks due to the fact that a significant proportion of our employees work remotely in the context of the ongoing COVID-19 crisis.pandemic. Additionally, many phishing and malware activities were detected and stopped, notably ransomware attacks are aimed at several technology companies including Turkcell, which aimed at taking control over our clients and servers. While we are in the process of reviewing the cyber security incident insurance alternatives that are available to us, we currently do not have such insurance, and a compromise of our security systems or those of our business associates, that results in the information we hold being accessed by unauthorized persons, could adversely affect our reputation with our customers and other stakeholders, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a breach could require that we expend significant additional resources related to the security of information systems and could disrupt our operations.

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

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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 and payment services, insurance agency services, corporate services such as meal coupons, mobile education solutions, authentication solutions, data center services and entertainment and community services. We are reliant upon third party providers to help us navigateeffectively manage and respond to risks relating to security, regulations and business in the industries where we do not traditionally compete. Changes in such industries may impair our partners’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.

We are subject to a variety of risks with respect to our Base Transceiver Stations (“BTSs”("BTSs") 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 IMT Advanced (known commercially as “4.5G”"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. Although the acquired spectrum can potentially be used for the next generation network technology known as 5G, some services that are specific to 5G and our future capacity needs will require us to eventually obtain new spectrum. If we are unable to maintain or obtain licenses for the provision of 5G specific telecommunications services or if our licenses are not renewed or are renewed on less favorable terms, our business and results of operations could be harmed. On the other hand, an earlier than expected 5G spectrum tender by the ICTA with the possibility of excessive prices can result in additional costs and investment, including capital expenditures. If the demand for 5G services fails to materialize at a level in line with the industry assumptions, the return on investment may not meet our expectations. Any of the foregoing factors could affect our profitability and our competitive position.

        Spectrum-usage right of 2x11 MHz FDD band in 900 MHz expires on April 2023, after which it will be subject to renewal. All other frequencies that Turkcell has will be available until April 2029. In-line with technological and societal changes, traffic on the 2G network is expected to shift to the 3G and 4.5G networks. Although we aim to migrate our 2G customers to the 3G and 4.5G networks before the expiry of our 2G license, we might not be successful in doing so. If our prospective 2G

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license extension request to the ICTA—which is to be made within 24 months to 6 months prior to the expiry date—is denied, we would face the risk of losing the 2G traffic and the corresponding revenue, which in turn could affect our profitability and competitive position. According to the relevant regulation, Turkcell is required to transfer—free of charge—to the ICTA or another public institution to be determined by the ICTA, the 2G equipment and the immovable possessions on which the equipment have been built when the GSM Concession Agreement expires. A clause in Law No. 5809 allows operators to continue using these equipment and immovables for UMTS and IMT technologies, on the condition that operators pay the fees and abide by certain obligations that are to be determined by the ICTA. Due to technological developments, almost all network technologies work integrated on the same equipment and it is technically impossible to separate or isolate a specific technology from the others. If the GSM Concession Agreement is not renewed or extended after the expiry date, a payment will need to be made to the ICTA and we may face some new obligations.

As we experience growth in our subscriber base and demand for mobile services and data, and as we offer a greater number of services, we will require additional capacity.capacity, which in turn might result in an increase in capex requirements and have an adverse impact on our cost of providing competitive coverage and also on our results of operations. We may face capacity problems, which may in turn lead to deterioration in our network’snetwork's quality, andwhich, in turn, may negatively impact our operational results.

We were awarded a license allowing us to deploy an IMT advanced network (“4.5G”("4.5G") in Turkey in October 2015. There are certain coverage and local productionprocurement 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.

Our 4.5G build-out has required 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 4.5G build-out has been significant. Furthermore, the license agreement contains certain 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 use of local equipment and procurement from local small and medium sized enterprises engaged in production in Turkey in meeting infrastructure obligations, terms warranting our network equipment suppliers to employ a certain number of engineers and local researchers in their local R&D centers, 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. With respect to the local procurement requirement, whereas local telecommunications equipment and software production capacity has shown some progress in recent years, there is still not enough research and development, product development and production capacity in the local market to meet the license requirements and thus it has not been possible to fully comply. We have requested ICTAOperators' requests to waive this requirement initially for 2015-2016, 2016-2017, 2017-2018 and 2019. However,the reporting periods between 2015- 2019 has been rejected by the ICTA, has not yet responded to our Company. In addition to the above obligations, we must ensure that our network equipment suppliers employ a certain number of engineerswhich may result in administrative fines 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 as a result of the foregoing, which 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 anturn, material adverse impacteffects on our cost of providing competitive coverage and also on our results of operations.financial results.

Consistent with the nature of terminal technology development, traffic on the 2G network is expected to shift to the 3G and 4.5G networks. Although we aim to migrate our 2G customers to the 3G and 4.5G networks before the expiry of our 2G license in 2023, we might not be successful in doing so, and in such case we would face the risk of losing the 2G traffic and the corresponding revenue should our 2G license extension request to the ICTA be denied, which could affect our profitability and our competitive position.

There are alleged health risks and zoning limitations related to our BTS which 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 or at all.

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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, from time to time, 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 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.        The amendments madeadopted in the Planned Areas Zoning Regulation cameLaw have entered into force in November 2020, under which telecommunication masts and towers are subject to a license or permissions depending on July 25, 2019. With the related amendments, rooftop cellular systems and tower installations were separated. Towers and reinforced concrete station installations are excluded from the scope of the license exemption. On the contrary, a building license will not be required for rooftop BTS. However, there are certain ridge limitations for rooftop BTS. Also, there remains some uncertainty regarding the provisions on building aesthetics and silhouette, permits of the flat owners and the project implementation.their height. 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. Municipalities regulate the choice of operators’ BTS locations, and if we do not have, or are unable to obtain, a site selection certificate in our preferred location, we may be compelled to move our BTS to another less desirable location. In addition, the Site Selection Certificate Regulation entered into force in January 2018, applicable only to BTS sites established after December 2012. This fee is updated on a yearly basis and is set at TRY 3,640 for the year 2020. 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 getobtain permission for excavations from authorized municipalities or institutions. In some areas, excavations may have to be stopped due toterminated as a result of 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. Also, since June 2018 operators primarily have to request from the most prevailing operator in terms of infrastructure in Turkey—Turk Telekom—to perform the excavation work on their behalf, which might negatively affect our ability to expand our fiber network and our future investments (see—"Regulatory decisions and changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial conditioncondition"). In some cases, we could face the risk that, although we get the approval of the Ministry of Transport and Infrastructure, institutions subordinatethat are subordinated to the Ministry of Transport and Infrastructure do notrefuse to recognize these approvals and do not give permissiongrant permissions to excavate. In addition, a law in force has increased the number of metropolitan municipalities and in some cases, the size of their territory was increased, which may have the effect of increasinglead to an increase in our coverage obligations and the number of BTS required to meet such obligations. 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.have a material adverse effect on our business and financial condition.

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.

We purchase our 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. Further, although starting from January 2021 onwards this has changed to include additional distributors for technology products other than smartphones and tablets, we have workedbeen working with only two exclusive distributors in Turkey since 2015, which creates concentration risk. Any financial difficulty or failure of any of our suppliers and/ or our distributors in terms of timing and quality may adversely affect our business and financial condition. Such suppliers and distributors could fail to provide equipment or service on a timely basis as a result of a disruption to the global supply chain due to the ongoing COVID-19 global pandemic. If such failures occur, we may be unable to provide products and services as and when requested by our

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customers, or we may be unable to continue to maintain or upgrade our networks. Because of the cost and time lag that can be associated with transitioning from one supplier to another, our business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business and financial condition.

Our competitive position could also be adversely affected if our suppliers fall 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, thereby negatively impacting our business and operations. In particular, if prices at which we purchase products from our domestic and international suppliers increase, namely as a result of currency depreciation and inflation—both in Turkey and internationally—, we need to pass on all or a large portion of these additional costs to our customers to be able to maintain our margins. However, we may be unable to increase the selling price of products or services to fully or partially offset the price increases by our suppliers (some of which have considerable negotiating power), particularly if our main competitors choose not to implement such price increases. In addition, our existing 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 amongOur major shareholder has recently changed.

        In October 2020, Turkiye Varlik Fonu ("TWF"), the wealth fund of the Republic of Turkey, acquired control of 26.2% of the outstanding shares of our Company. This stake is held through its wholly owned company, TVF Bilgi Teknolojileri Iletisim Hizmetleri Yatirim Sanayi ve Ticaret A.S. ("TVF BTIH"), now our largest shareholder. The current Chairman of TWF, Recep Tayyip Erdogan, is the President of the Republic of Turkey. Huseyin Aydin, who is a member of our Board of Directors, is also a member of the TWF Board of Directors.

        TWF has a 6.68% stake in our main shareholders have adversely impactedcompetitor Turk Telekom, and the Ministry of Treasury and Finance of the Republic of Turkey has a golden share in that company. More generally, TWF is an important investor in the pastTurkish economy and may impact decision-making onholds important mattersstakes in numerous other major Turkish companies, including companies that we have business relationships with. This includes several major banks and financial services companies, including Borsa Istanbul, the future. These ongoing disputes may lead to further regulatory or legal actions,operator of the Istanbul Stock Exchange, Turksat, and affectenergy and infrastructure operators.

        As of the ownership and control of our Company.

Our principal shareholder is Turkcell Holding A.S.,filing date, LetterOne, which controls the telecom company VEON, holds 51% of Turkcell’s shares as of March 20, 2020, based on the Company’s share book. Sonera Holding sold 13.07% of our shares to the market in two tranches (May 10 and September 21, 2017) which led tovia IMTIS Holdings an increase of 48.95% in our publicly held shares.

Turkcell Holding A.S. is 52.91% owned by Cukurova Telecom Holdings Limited and 47.09% by Telia 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 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%19.8% economic interest in our Company in settlementthrough its stichting.

        Following the amendment 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 Cukurova remain in a stalemate over a right given to Alfa to buy Cukurova’s stake and rights of Cukurova 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 that one-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, startingto the Group A shares shall automatically terminate.

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        The Group A shares owned by TVF BTIH are subject to a three-year lock-up agreement, during which TVF BTIH is required to use its reasonable endeavors to cause Turkcell not to terminate its ADR program.

        The Turkish law establishing TWF exempts it from March 2013, the CMB directly appointed alla number of our independent Board members so far. The CMB appointed members’ terms of office will last until new appointments are made in accordance with applicable legislation,laws, notably certain capital markets and competition laws, which may as innegatively affect minority shareholders' rights. For example, mandatory takeover rules will not apply to TWF's group and TWF group companies are not be bound by a commercial law that requires compensation of minority shareholders if the past include by CMB appointment. Mr. Ahmet Akca, Mr. Atilla Koc and Mr. Mehmet Hilmi Guler continued to serve as independent Board Members as per the letter of Capital Markets Board dated March 8, 2019, and were subsequently replaced by Nail Olpak, Afif Demirkiran, and Tahsin Yazar as per the resolution issued by CMB dated March 5, 2020.controlling shareholder pursues detrimental policies.

No assurance may be given regarding the impact of past or future CMB actions, future Investor Compensation Center 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 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.some of these authorities, as discussed below. We set aside provisions on an as-needed basis with regard to our ongoing disputes in line with applicable accounting standards. However, no assurance can be given that the provisions we set aside will be sufficient to cover any actual losses under these matters, or 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"Item 8. Financial Information”Information" and Note 38 to our audited Consolidated Financial Statements included in “Item"Item 18. Financial Statements”Statements" of this annual report on Form 20-F.

We face a risk of tax audits and claims in many different areas that are subject to taxation, such as corporate tax, value added taxes, special communication tax and others. 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 and non-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 and other disputes include the following: