The following is a summary of the Corporate Governance Principle that provide the framework for the governance of Turkcell.

We believe that high standards of corporate governance are important for perpetuating successful business practices and generating long-term economic value for our company's shareholders. To that end, the following guiding principles will be followed by our company:

Turkcell Board Responsibilities:

The business affairs of our company are managed under the direction of the Board, which represents and is accountable to our shareholders. These responsibilities non-exhaustively include:

• Building the vision of the Company, approving of local and international business strategies and determining short- and long-term goals;
• Approving the Company's annual budget and business plans and its revisions;
• Monitoring the strategic and financial performance of the Company and ensuring that corrective measures are carried out as necessary;
• Controlling the Company's annual material expenditures which are not stated in the annual operating plan
• Consistent with applicable law and rules, approving quarterly financial results, the audit report and amendments to the accounting policies previously adopted by the Company or any material change in the method or timing of reporting of the financial results;
• Consistent with applicable law and rules, overseeing the preparation of the annual report and finalizing the same for presentation at the General Assembly of Shareholders

Board Composition:

The company's Articles of Association provide that the Board should consist of at least seven members having maximum terms of three years each. Taking into account the suggestions of our Corporate Governance Committee, the Board should review its own size, and determine the size that is most effective for future operations.

The Corporate Governance Committee should review with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. Board members should have significant time available to devote to Board activities, to enhance their knowledge of the global telecommunications industry and related industries and to annually attend at least 75% of scheduled Board meetings. Each Board member is encouraged to limit the number of other public company boards on which he or she serves so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of the Company's Board. Besides, the Corporate Governance Committee should develop and oversee an orientation program for new Board members.

Board Operations:

We believe that at least eleven regular meetings per year at appropriate intervals are in general desirable for the performance of the Board's responsibilities. In addition to regularly scheduled meetings, special Board meetings may be called upon appropriate notice at any time to address specific needs of the Company. The first annual meeting of the Board should be held within one month following the annual General Assembly of Shareholders. The Chief Executive Officer takes utmost care to ensure the equal and efficient flow of information to all Board members before each Board meeting. In order to establish efficient flow of information to the Board and to ensure proper access to management, the Chief Executive Officer shall establish mechanisms for Board's access to the work of officers and employees of the Company.

Board Committees:

The Board has an Audit Committee and a Corporate Governance Committee. If necessary, experts outside the Board may be eligible to be commissioned on a committee. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate. Members of the Board should not be assigned to more than two committees. Each committee should advise and provide recommendations to the Board.

Board Compensation:

The compensation of the Board is resolved by the shareholders at General Assembly Meetings. For the time being, the Company do not maintain any profit-sharing, pension or similar plans.

The Board, upon the recommendation of the Corporate Governance Committee together with its own determinations, should decide on a proposal to the General Assembly of Shareholders whether Board members will be remunerated and if such is the case, the form and amount of compensation to be paid to the Board members.

Board and Management Review: Management Succession and Development:

The Board should conduct a self-evaluation on an annual basis. With the assistance of the Corporate Governance Committee, it should establish performance criteria for the Board as a whole. The Board should set performance goals for the Company and hence for the Chief Executive Officer and Chief Financial Officer each year. In line with the financial and other goals set forth, the Board should, with the assistance of the Corporate Governance Committee, evaluate the performance of the Chief Executive Officer and Chief Financial Officer at the end of the year and determine their remuneration accordingly.

The Board should review and approve a Chief Executive Officer and Chief Financial Officer succession plan based upon recommendations from the Corporate Governance Committee and with the assistance of the Chief Executive Officer.