Turkcell Annual General Assembly Dated April 21, 2011

Istanbul (ots/PRNewswire) - Turkcell , the leading
communications and technology company in Turkey, held its 2010 Annual
General Assembly on April 21, 2011 at the Company headquarters. At
the meeting, the Balance Sheet and Profit/Loss Statements of fiscal
year 2010, previously approved by the statutory auditors, the audit
committee, and the Board of Directors, as well as audited by an
independent audit firm, in addition, the proposed 75% dividend
distribution from 2010 profits were not approved. The entire Board of
Directors and the statutory auditors were not released, and statutory
auditors whose term had expired were not replaced.

At the General Assembly, the proposal of Sonera Holding B.V.,
which represents 13.07% of the Company, to add a new clause to the
agenda pertaining to the removal of the Chairman, and the election of
a new candidate, was rejected by Government Commissioners under the
provisions of Turkish Commercial Law Article 369 (items not appearing
on a previously announced General Assembly agenda cannot be
discussed). Consequently, the representative of Turkcell Holding
A.S., which holds a 51% stake in the Company, decided to abstain from
voting on all agenda items due to the rejection of adding the
additional agenda item. Turkcell Holding A.S.' representative noted
that this rejection would violate the minority shareholder's rights,
and therefore the representative duly abstained from voting on all
agenda items.

Sonera Holding B.V. which holds 13.07% direct shares in Turkcell
and additionally holds a 47.09% stake in Turkcell Holding A.S., voted
against approval of the Balance Sheet and Profit/Loss Statements for
the fiscal year of 2010, against the release of the statutory
auditors, and against their replacement, against the Board of
Directors' dividend distribution proposal.

Because each of the items on the agenda requires approval by a
simple majority of the shareholders present under Turkish law, none
of the items on the agenda, excluding establishment of the presidency
board and authorizing the presidency board for the signature of
minutes of meeting, were approved.

In particular, the Balance Sheet and Profit/Loss Statements for
fiscal year 2010, previously approved by the statutory auditors, the
audit committee, and the Board of Directors, and also audited by an
independent auditing company, were not approved. Consequently, the
proposed 75% dividend distribution from 2010 profits could also not
be approved. For this reason, and as made public at the dividend
proposal of the Board of Directors, the proposed dividend payment
scheduled for May 16 will not be made. The above-mentioned situation
is of direct importance for all our shareholders, not least the
minority shareholders who hold 34.69% stake.

Our Company Chairman has submitted the requisite application to
legally appoint the statutory auditors not appointed at the General
Assembly. Separately, our Company Chairman and CEO have initiated the
necessary discussions to resolve the disputes. Meanwhile, our Board
of Directors and Company management remain in office, and continue to
execute operations.

As the sole Turkish company dually listed on the NYSE and ISE, we
will continue to execute the corporate governance principles in line
with national and international best-practice standards and
regulations through our maximized transparency.

ABOUT TURKCELL

Turkcell is the leading communications and technology company in
Turkey with 33.5 million subscribers and a market share of
approximately 54% as of 2010 (Source: Operator's announcements).
Turkcell is a leading regional player, with market leadership in five
of the nine countries in which it operates with its approximately
60.4 million subscribers as of 2010. Turkcell reported TRY9.0 billion
($6.0 billion) net revenue and its total assets reached TRY15.1
billion ($9.8 billion) as of 2010. Turkcell covers 82% of the Turkish
population through its 3G and covers 99.07% of the Turkish population
through its 2G technology supported network. Turkcell has become one
of the first operators among the global operators to have implemented
HSDPA+ and to reach to 42.2 Mbps speed with HSPA multi carrier
solution. Turkcell has been listed on the NYSE and the ISE since July
2000 and is the only NYSE-listed company in Turkey. 51.00% of
Turkcell's share capital is held by Turkcell Holding, 0.05% by
Cukurova Holding, 13.07% by Sonera Holding and 1.19% by others while
the remaining 34.69% is free float.

Read more at http://www.turkcell.com.tr

For further information please contact Turkcell
Corporate Affairs
Koray Ozturkler, Chief Corporate Affairs Officer
Tel: +90-212-313-1500
Email: koray.ozturkler@turkcell.com.tr
Investors: Media:
Nihat Narin, Investor and International Filiz Karagul Tuzun,
Media Relations Corporate Communications
Tel: +90-212-313-1244 Tel: +90-212-313-2304
Email: nihat.narin@turkcell.com.tr Email:
investor.relations@turkcell.com.tr filiz.karagul@turkcell.com.tr

ots Originaltext: Turkcell
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