Turkcell Iletisim Hizmetleri : 15.2.2018 | Announcement Regarding Dividend Distribution Proposal

Istanbul, February 15, 2018

Announcement Regarding Dividend Distribution Proposal

In line with our Company's dividend policy approved during the Ordinary General Assembly Meeting held on March 26th, 2015 and pursuant the resolution disclosed on January 30th, 2018, for not factoring in the negative effect of the provision amount recognized with respect to Law No: 7061, Turkcell Board of Directors has taken the decision to submit the proposal on the distribution of our Company's dividend in a gross amount of TRY 1,239,500,000 and equivalent of a gross cash dividend of TRY 0.5634091 (net TRY 0.4788977) per ordinary share with a nominal value of TRY 1, in accordance with the dividend distribution proposal table which have been prepared for the related fiscal year, to the discussion and approval of the Ordinary General Assembly of Shareholders to be held for fiscal year 2017.

Furthermore, Board of Directors decided to propose distribution of the respective amount to the shareholders in cash and in three equal installments as of 18 June 2018, 17 September 2018 and 17 December 2018, regardless of issuance and acquisition date of these shares while in proportion to shares held.

Herewith enclosed are the details of the dividend distribution proposal decision taken, the dividend distribution table and dividend per share.

Note: The gross cash dividend per ordinary share with a nominal value of TRY 1 in each installment will exactly be TRY 0.1878030 (net TRY 0.1596326). However, this cannot be stated as such in the above tables which are part of Public Disclosure Platform disclosure due to technical reasons.

Notice: Please note that the payment of the dividend described above is contingent upon our AGM being duly convened and on obtaining a favorable vote from our shareholders at such meeting.

For more information:

Turkcell Investor Relationsinvestor.relations@turkcell.com.tr Tel: + 90 212 313 1888

ANNEX: Board of Directors Dividend Distribution Proposal

The Board of Directors of the Company decided to distribute an aggregate gross cash of TRY 1,239,500,000 which corresponds to approximately 63% of Turkcell's net distributable income pertaining to year 2017 to be paid in cash to our shareholders within the below conditions explained hereunder as part of the resolution:

1. As a result of the activities of our Company, pertaining to the period between January 1, 2017 and December 31, 2017, our Company's profit, calculated according to the consolidated financial statements, which were audited independently in accordance with the Capital Markets Board Communiqué numbered II-14.1, named "Communiqué Regarding the Financial Reporting in Capital Markets" is TRY 2,550,886,631- and the commercial profit calculated according to the provisions of Turkish Commercial Code is TRY 485,255,736-,

• 2. TRY 1,979,129,024- after tax profit calculated according to the consolidated financial statements shall be taken as the basis for dividend distribution in accordance with "Guide of Dividend"

• which was published on 27 January 2014.

• 3. As the ceiling designated in the Turkish Commercial Code (TCC) for first legal reserve has been reached by our company; no first legal reserve set aside,

• 4. TRY 1,979,129,024- is the distributable dividend of the Company, pertaining to year 2017 and TRY 2,092,214,024- calculated by adding TRY 113,085,000- which is the aggregate amount of the donations made during the year, to the above mentioned amount shall be taken as the first dividend basis,

• 5. In accordance with the provisions declared in Capital Markets Board ("CMB") Communiqué Serial: II-19.1 on "Dividends", clauses set in the article of association of our company and the dividend distribution policy that was approved during the Ordinary General Assembly Meeting of our Company held on March 26th, 2015; TRY 418,442,805-, which is 20%, of the first dividend basis, amounting to TRY 2,092,214,024- shall be distributed as the first cash dividend and the secondary reserve amounting to TRY 112,950,000- shall be separated from the rest of the net distributable current year profit, a. The total amount of TRY 1,239,500,000-, which shall be distributed in cash, shall be distributed from statutory previous year's profit.

  b. The withholding tax deductions shall be applicable on the amount to be distributed in cash, TRY 1,239,500,000- as mentioned hereinabove, c. In this respect, gross amount of TRY 0.5634091- shall be paid in cash to our shareholders for each share, having a nominal value of TRY 1.- (One Turkish Lira),and hence the aggregate gross amount of cash dividend payment shall be TRY 1,239,500,000-,

• 6. TRY 626,679,024- which is the remaining of the 2017 year's distributable profit after the cash dividend distribution shall be :

  • a. Regarded as previous year's profit and set aside within the Company,

  • b. The withholding tax deductions shall be applicable on the amount, which is set aside as 2017 fiscal year's profit, in case such amount shall be subject to redistribution