ADR Program

An ADR is a negotiable US dollar denominated certificate representing ownership of shares in a non-US company; it is a mechanism that facilitates US trading of non-US securities. ADRs are created when a broker purchases the non-US company's shares on the home stock market (Borsa Istanbul) and delivers those to the Depositary's local custodian bank, which then instructs the Depositary bank to issue Depositary Receipts, i.e. ADRs. In addition, Depositary Receipts may also be purchased in the US secondary trading market, on an exchange or in the over-the-counter market.

This is the relation between the number of ADRs and the number of ordinary shares. For Turkcell ADR, the current ratio is 5 Turkcell ordinary shares represented by 2 ADRs; i.e. Turkcell Ratio: is 5:2.

US investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to US market conventions. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information.

ADR issuers are typically large multinational corporations. Any non-US company seeking to raise capital in the US or increase their base of US investors can issue ADRs.

Turkcell ADRs are traded on the NYSE under the trading symbol “TKC”, ADR CUSIP is 900111204.

Converting ordinary shares into ADRs must be done through a broker investment advisor. Questions may be directed to Citi’s Capital Market Solutions Group:

New York
Michael O’Leary Michael.Oleary@citi.com
Jason Zoppel Jason.Zoppel@citi.com
LondonMichael Wood Michael.Woods@citi.com

If you do not hold via a broker, bank or nominee, please contact our transfer agent:

Citibank Shareholder Services
P.O. Box 43077
Providence, Rhode Island 02940-3077 USA

Tel: 1-877-CITI-ADR [1-877-248-4327] (toll free)
Outside of the US: 1-781-575-4555
Email: citibank@shareholders-online.comIf you do hold through a broker, please contact them directly.

To receive Turkcell Integrated Annual Report, 20-F (the US annual report format) or other shareholder information please contact the Turkcell Investors Relations team. To receive Notice of meeting and related proxy materials, please contact Citi if you are a registered or private ADR holder. In case you are a beneficial holder, please contact your ADR broker.

Holders of ADRs are entitled to vote by supplying their Voting Instructions to the Depositary or its Nominee, who will vote the Ordinary Shares underlying their ADRs in accordance with their instructions.

ADR holders are generally entitled to the same rights as the underlying shareholders, subject to the terms specified on the ADR certificate and/or in the Deposit Agreement.

Dividends are paid in US dollars and are generally taxable, just like dividends on US shares. Dividends paid to resident taxpayer legal entities are not subject to withholding tax while a resident taxpayer natural person is subject to a 15% withholding tax. Regardless of being a natural person or legal entity, non-resident taxpayers are subject to a 15% withholding tax, while double taxation treaties remain valid.
Currently, there is no tax reclamation process for Turkey.

Turkcell Board of Directors propose a dividend distribution in line with dividend policy and this decision is voted at Turkcell’s AGM. ADR holders are generally eligible for all dividends or other entitlements attaching to the underlying shares of Turkcell and receive all cash dividends in US dollars. For dividend and general assembly information, please visit

Turkcell ADR holders can have their dividends paid to their bank account by following the following steps:
Turkcell ADR holders must call Citibank Shareholder Services (toll fee to -1-877-CITI-ADR (1-877-248-4237 or outside the U.S. at +1-781-575-4555 to request an ACH form.
An ACH form will be mailed to the address of record.
Turkcell ADR holders will have to complete and send back the form to Computershare.
Citibank Shareholder Services
P.O. Box 43077
Providence, Rhode Island 02940-3077
USA

ADR Holders can also elect to receive their dividend payments in the currency of their choice by enrolling in the International Currency Exchange program (“ICE”):
Turkcell ADR holders must call Citibank Shareholder Services (toll free to 1-877-CITIADR (10877-248-423&) or outside the U.S. at 1-781-575-4555 and request an “ICE” form.
An ICE form will be mailed to the address of record.
Turkcell ADR holders wishing to enroll will have to complete the form and send it back to Computershare. *Holders should have their account details available when contacting Citibank Shareholder Services. Requests for either of these options should be done well in advance of any Turkcell ADR dividend payment dates.

Turkcell uses the fees it receives from dividends to offset, in part, the costs related to SEC registration, including Sarbanes-Oxley related expenses, stock exchange listing fees and administering the ADR facility.

Future ADR dividend announcements inclusive of any applicable dividend fees will be published by Citi at the appropriate time.Future ADR dividend announcements inclusive of any applicable dividend fees will be published by Citi at the appropriate time.

If you are a Turkcell ADR registered holder and have not received your dividend payment, please contact:
Citibank Shareholder Services
P.O. Box 43077
Providence, Rhode Island 02940-3077 USA
Tel: 1-877-CITI-ADR [1-877-248-4327] (toll free)
Outside of the US: +1-781-575-4555
Email: citibank@shareholders-online.com
If you hold your Turkcell ADRs through a bank, broker and/or nominee held account, please contact your broker.