FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of November 2009

Commission File Number 001-15092

TURKCELL ILETISIM HIZMETLERI A.S.

(Translation of registrant’s name into English)

Turkcell Plaza Mesrutiyet Caddesi No. 153 34430 Tepebasi Istanbul, Turkey

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F:   ý      Form 40-F:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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EXHIBIT INDEX

99.1

Press Release dated August 5, 2009 (“TURKCELL ILETISIM HIZMETLERI A.S. THIRD QUARTER 2009 RESULTS”)

99.2

IFRS Selected Financials

99.3

CMB Selected Financials

99.4

Consolidated Interim Financial Statements and Notes Thereto

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EXHIBIT 99.1

PRESS RELEASE

Third Quarter 2009 Results

TURKCELL ILETISIM HIZMETLERI A.S.

THIRD QUARTER 2009 RESULTS

 

“Continued Solid Operational Performance”

Istanbul, Turkey, November 12, 2009 – Turkcell (NYSE:TKC, ISE:TCELL), the leading communications and technology company, today announced results for the third quarter ended September 30, 2009. All financial results in this press release are unaudited, prepared in accordance with International Financial Reporting Standards (“IFRS”) and expressed in dollars unless otherwise stated.

Please note that all financial data is consolidated and comprises Turkcell Iletisim Hizmetleri A.S., (the “Company”, or “Turkcell”) and its subsidiaries and its associates (together referred to as the “Group”). All non-financial data is unconsolidated and comprises Turkcell only. The terms “we”, “us”, and “our” in this press release refer only to the Company, except in discussions of financial data, where such terms refer to the Group, and where context otherwise requires.

 

Page 1 of 16

Third Quarter 2009 Results

 

Highlights of the quarter

* Authority: Turkey’s Information and Communication Technologies Authority will be referred to as Authority hereafter.

**EBITDA is a non-GAAP financial measure. See pages 13-14 for the reconciliation of EBITDA to net cash from operating activities.

( In this press release, a year on year comparison of our key indicators is provided and figures in parentheses following the operational and financial results for the third quarter 2009 refer to the same item in the third quarter of 2008. For further details, please refer to our consolidated financial statements and notes as at and for the nine months ended September, 2009 which can be accessed via our web site in the investor relations section (www.turkcell.com.tr).

 

 

 

Third Quarter 2009 Results

 

Comments from the CEO, Sureyya Ciliv

 

“In the third quarter of 2009, we delivered solid operational results in a challenging environment: Turkcell Group revenue was TRY 2,368 million, with an EBITDA of TRY 814 million and net income of TRY 497 million.

 

In Turkey, we strengthened our competitive position through successful launch of Turkcell 3G network offering the fastest mobile broadband and the widest coverage. We are very pleased with the high level customer interest ahead of our expectations and excited about offering innovative mobile services to our consumer and corporate customers. We believe, going forward, our 3G business model will derive the growth in our VAS revenues through increased penetration of mobile broadband and services in this new 3G era.

 

In 2009, Turkish market was negatively impacted due to higher interconnection costs resulting from the unlimited flat rate offers triggered by competition. We have taken actions to minimize the impact of these challenges and are content to see signs of more rational behaviour beginning at the end of the quarter. During the third quarter, we also saw an improvement in operational results from our consolidated local and international subsidiaries.

 

Overall, I am satisfied with our performance so far in 2009 and we remain confident and optimistic about 2010. Next year, we expect our revenues and EBITDA to benefit from improvements in the economic environment and consumer confidence combined with growth in our mobile broadband business, a more rational market, and the increasing profitability of our subsidiaries.

 

I would like to thank all of our customers, employees, business partners, and shareholders for their continued support in such a challenging environment.”

 

OVERVIEW OF THE QUARTER

 

Following GDP contraction of 10.6% in the first half of the year, the difficult macroeconomic environment in Turkey continued into the third quarter. This, coupled with unlimited flat rate offers introduced in our market, along with mobile number portability, led to a decline in multiple SIM card usage resulting in lower mobile line penetration rate. Mobile line penetration is around 88% as of September 30, 2009 and we expect year end mobile line penetration rate to stay aroundthese levels.

 

Competition in the third quarter remained intense, particularly due to the continuing unlimited flat rate offers for all directions, which resulted in a change in traffic trends towards off-net. Driven by competition, this trend led to reduced profitability across our sector in 2009. However, we have seen some upward revisions in monthly flat rate package pricing, limitations to the minute incentives on so called unlimited offers, and start up package pricing towards the end of the quarter, in an attempt to increase profitability. Including the recent price increases, our cumulative price increase totaled 9.9% so far in 2009. We view these developments as positive for the sector, although they are yet to translate into a long term trend.

 

Third Quarter 2009 Results

 

During the third quarter, we sustained our strong operational performance in the Turkish Mobile market through our unique value propositions. The strong uptake in postpaid subscriptions and usage continued despite Ramadan thanks to our segmented offers and strong sales efforts.

 

As for 3G implementation, we have ensured the best coverage and fastest 3G network in Turkey from day one. Our superior service and network quality, coupled with a comprehensive service portfolio and the best mobile broadband offer in the market, created higher than expected demand for our services, resulting in a strong rise in data usage. Our VAS revenues comprised 15% of our consolidated revenue in the third quarter of 2009, compared to 14% a year ago.

 

In Turkey, going forward we will maintain our focus on primary drivers of top line growth with an emphasis on increasing postpaid subscriptions and usage. In addition, we will capitalize on opportunites in mobile broadband and innovative mobile services, which we see as key drivers of future market growth in Turkey.

 

Overview of the Macroeconomic Environment

 

 

The data released in the third quarter of the year pointed to some improvement in the rate of GDP contraction, which slowed to 7% in the second quarter from 14.3% in the first quarter of the year. TRY continued its appreciation against the US dollar. However, it remained 24.7% weaker compared to the same period in 2008, which adversely impacted our financial results in US dollar terms. In addition, we have seen a decline in consumer confidence since June.

 

During the third quarter of 2009 the Ukrainian Hryvnia devalued by 62% against the US dollar year-on-year.

 

 

Page 4 of 16

 

Third Quarter 2009 Results

 

Financial and Operational Review of the Third Quarter 2009

 

The following discussion focuses principally on the developments and trends in our business in the third quarter of 2009. Selected financial information for the third quarter of 2008, second quarter of 2009 and third quarter of 2009 is also included at the end of this press release.

 

For your convenience, selected financial information in TRY prepared in line with IFRS and the Capital Markets Board of Turkey’s standards is also included at the end of this press release.

 

    

 

Revenue: In the third quarter of 2009, revenue contracted by 3.7% year-on-year to TRY2,368.0 million as a result of the declining revenue from outgoing calls due to the unlimited offers in the market and the lower contribution of our consolidated subsidiaries. The contribution from Turkcell’s consolidated subsidiaries was adversely affected by two key developments: the volatile macroeconomic environment in Ukraine which continued to have a negative impact on Astelit mainly due to the 62% depreciation of the Hryvnia against the US dollar, resulting in a 27.1% revenue decrease in US dollar terms to $93.2 million from $127.8 million at the same time in 2008; and a decrease in the revenue contribution of our betting business, Inteltek, due to the lower commission rates compared to the same period of last year. Inteltek recorded revenues of TRY10.5 million compared to TRY38.4 million in the third quarter of 2008.

 

 

Third Quarter 2009 Results

 

In US dollar terms, Turkcell recorded revenue of $1,587.9 million for the third quarter, down 22.8% compared to the third quarter of 2008, mainly due to the 24.7% depreciation of the TRY against the US dollar.

Quarter-on-quarter, revenue increased by 7.4% in TRY terms mainly due to seasonally higher usage in Turkey, despite the month of Ramadan which generally adversely impacts usage.

 

Direct cost of revenues: Direct cost of revenues including depreciation and amortization decreased by 10.6% to $836.4 million in the third quarter of 2009. During the same period, direct cost of revenues as a percentage of total revenues increased to 52.7% from 45.5%. This was due to the increase in interconnection costs (4.4 pp) as a result of increasing off-net traffic, network related expenses (1.3 pp), higher depreciation and amortization expenses (1.1 pp), and other expenses (0.4 pp) as a percentage of revenues.

 

Compared to the previous quarter, direct cost of revenues including depreciation and amortization increased by 12.8%. However, as a proportion of revenues it remained almost flat mainly due to higher interconnection costs (0.2 pp) netted off with decreasing costs from handsets (0.6 pp) bundled for the loyalty programs.

 

Administrative expenses: General and administrative expenses as a percentage of revenue remained flat year-on-year at 4.3%.

 

Selling and marketing expenses:Selling and marketing expenses increased slightly by 0.4 pp to 18.2% as a percentage of revenue in the third quarter of 2009 mainly due to higher advertising expenses with the launch of 3G and a higher frequency usage fee due to higher fee per subscriber compared to the third quarter of the previous year.

 

Compared to the previous quarter, selling and marketing expenses as a percentage of revenue decreased by 1.6 pp mainly due to declining selling expenses as a result of our efficiency efforts.

 

EBITDA¹: EBITDA, in nominal terms, decreased by 34.9% to $545.4 million and the EBITDA margin by 6.5 pp to 34.3%. This was mainly due to the decline in our revenue coupled with the 4.4 pp increase in interconnection costs, higher network related expenses by 1.3 pp, slight increase in selling and marketing expenses by 0.4 pp, and increase in other items by 0.4pp as a percentage of revenues,

EBITDA in TRY terms decreased by 18.8% to TRY813.7 million compared to the third quarter of 2008.

Compared to the second quarter of 2009, EBITDA margin increased by 2.2 pp. This was mainly due to absence of litigation provision set in the second quarter of 2009 related to Turkcell’s ongoing dispute in regards to international voice traffic and the decrease in selling and marketing expenses as a percentage of revenues partially netted off with the increasing interconnect costs as a result of increasing off-net traffic.

 

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¹  EBITDA is a non-GAAP financial measure. See pages 13 for the reconciliation of EBITDA to net cash from operating activities.

 

Third Quarter 2009 Results

Share of profit of equity accounted investees: In the third quarter of 2009, our share in the net income of unconsolidated investees, consisting of the net income/(expense) impact of Fintur and A-Tel, increased by 8.4% to $27.2 million due to better contribution of Fintur.

The results of our 50% owned subsidiary A-Tel impacted two items in our financial statements. A-Tel’s revenue generated from Turkcell, amounting to $10.0 million, is netted out from the selling and marketing expenses in our consolidated financial statements in proportion to our ownership. The difference between the total net impact of A-Tel and the amount netted out from selling and marketing expenses amounted to $13.9 million and is recorded in the ‘share of profit of equity accounted investees’ line of our financial statements in the third quarter of 2009.

 

Net finance income/(expense): In the third quarter of 2009, we recorded a net finance expense of $1.2 million compared to a net finance income of $67.0 million in the same period of 2008, mainly due to a decrease in interest income as a result of a decrease in our cash balance and declining interest rates and the higher translation loss. During the quarter, we recorded a translation loss of $46.6 million mainly due to the exchange rate fluctuations between TRY and the US dollar on Turkcell’s long foreign exchange position and Hryvnia and the US dollar on Astelit’s foreign currency debt.

 

Compared to the previous quarter, the finance income increased to $69.3 million from $30.7 million mainly due to decrease in translation loss. The finance expense remained almost stable at  $70.5 million due to increase in translation loss and loan interest expense netted off with the absence of the interest component of the litigation provisions recorded during the second quarter which amounted to $62.0 million.

 

Income tax expense: The total taxation charge in the third quarter of 2009 decreased to $93.8 million, from $160.3 million in the same quarter of last year.

 

The total tax charge of $94.4 million was related to current tax charges while deferred tax income of $0.6 million was recorded.

 

 

 

Net income: Net income decreased by 44.9% year-on-year to $332.9 million and net income margin by 8.4 pp to 21.0% mainly due to lower EBITDA.

 

Compared to the second quarter, net income increased by 35.4% due to increase in EBITDA and the absence of litigation provisions negatively impacting results in the second quarter of 2009.

 

 

Page 7 of 16

 

Third Quarter 2009 Results

 

Total Debt: Consolidated debt amounted to $1,162.2 million as of September 30, 2009 increasing from $776.2 million as of June 30, 2009. $533.3 million of this was related to Turkcell’s Ukrainian operations. $982.9 million of our consolidated debt is at a floating rate and $601.7 million will mature in less than a year. We believe that we have maintained a strong balance sheet throughout the financial crisis with a solid cash position and a debt/annual EBITDA ratio of 58%.

 

 

 

Cash Flow Analysis: Capital expenditures in the third quarter of 2009 amounted to $326.1 million of which $31.9 million was related to our Ukrainian operations, $32.7 million to our Belarusian operations and $43.5 million to our Superonline operations.

 

Capital expenditures year to date totalled $1,367.6 million of which $1,048.8 million (including 3G license fee) was related to Turkcell Turkey, $109.2 million to our Ukranian operations, $69.6 million to our Belarusian operations and $92.1 million to our Superonline operations.

 

Turkcell recorded free cash flow (cash flow from operating activities minus capital expenditure) of $191.2 million, compared to $478.3 million in the same period of 2008, primarily due to an increase in capital expenditure and a decrease in EBITDA.

 

The increase in our cash balance to $2.6 billion from $2.0 billion a quarter ago was mainly due to the increase in cash flow from operating activities and lower capital expenditures related with the absence of 3G license fee payment in the third quarter of 2009.

 

 

Page 8 of 16

 

Third Quarter 2009 Results

Operational Review

 

 

Subscribers: Our subscriber base totaled 36.0 million as of September 30, 2009 slightly down by 0.8% compared to the third quarter of 2008 and the second quarter of 2009. However, in the third quarter, we successfully grew our postpaid subscriber base by 26.4% to 9.1 million from 7.2 million a year ago. The share of the postpaid subscriber base improved to 25.3% from 19.8% in the same period last year.

 

In the third quarter of 2009, the number of prepaid subscribers decreased by 7.6% to 26.9 million as a result of market contraction due to declining multiple SIM card usage as a result of mobile number portability. Our postpaid subscriber base grew to 9.1 million with 482,000 net additions while we recorded a net subscriber loss of 338,500 stemming from the greater churn in a highly competitive market.

 

Churn Rate: Churn refers to voluntarily and involuntarily disconnected subscribers. In the third quarter of 2009, we recorded a churn rate of 10.2% mainly due to prepaid involuntary churn.

 

MoU: In the third quarter of 2009, our blended minutes of usage per subscriber (“MoU”) increased by 36.1% to 148.6 minutes compared to the same period of last year. Our successful campaigns and tariffs resulted in the highest usage levels since 2001, despite the negative impact of Ramadan in the third quarter.

 

ARPU: In the third quarter of 2009, our blended average revenue per user (“ARPU”) in TRY terms decreased by 4.4% to TRY19.7 compared to the same period of last year with increasing subscriptions to minute packages and lower mobile termination rates. However, the 24.7% depreciation of the TRY against the US dollar resulted in a 23.7% decline in blended ARPU in US dollar terms to $13.2.

 

 

Third Quarter 2009 Results

 

Postpaid ARPU in TRY terms was TRY41.8, a 16.6% decrease year-on-year. This mainly stemmed from the subscriptions to tariffs in the form of minute packages, the adverse impact of the worsening macroeconomic conditions. However, postpaid ARPU remained flat compared to the last quarter, thanks to our segmented offers.

 

Prepaid ARPU in TRY terms decreased by 6.7% to TRY12.5 in the third quarter of 2009, mainly due to the effects of new tariffs and campaigns in a highly competitive market.

 

Regulatory and Legal Issues

 

On 27 April 2009, the Authority notified upper ceiling for onnet and offnet calling prices. On 20 October 2009, the Authority stated that the Company applied tariffs above upper ceiling and requested the Company to reimburse overcharged amounts to subscribers within one month. The calculation methodology for overcharged amounts and reimbursement method are not clarified by the Authority as of 12 November 2009 and negotiations between the Company Management and the Authority on this issue are continuing. Based on the management’s estimation, an accrual amounting to TRY 23,7 million (equivalent to $16,0 million as at 30 September 2009) is set for the possible reimbursement to compensate the aforementioned issue and other complaints of the subscribers and deducted from revenues in the consolidated interim financial statements as at and for the nine months ended 30 September 2009.

 

We received another notification, based on the Tax Investigation Reports dated 2 October, 2009 from the Presidency of Large Taxpayers Office, Audit Group Management, on a different matter on 21 October, 2009 indicating that:

 

We should calculate Value Added Tax (“VAT”) and Special Communication Tax (“SCT”) on charges paid to international Mobile operators for the calls initiated by our subscribers abroad (roaming), charge VAT and SCT to and collect them from our subscribers. Based on this notification, we have been asked to provide collateral for the principal of VAT and SCT amounting to TRY258 million for the period from April 2005 to July 2009, and for an interest to be calculated until the day of payment.

 

Based on the ruling dated 9 February, 2005 from the Ministry of Finance, Presidency of Revenue Administration, we did not charge our subscribers any VAT and SCT related to roaming charges paid to international Mobile operators on the calls initiated abroad from April 2005 onwards.

 

The aforementioned VAT and SCT are collected and passed on to the government by Turkcell, which carries out all tax applications in accordance with the views and directives of the Ministry of Finance and related government bodies.

 

Our Company will cooperate with the representatives of the Presidency of Revenue Administration at the Ministry of Finance in an effort to eliminate all discrepancies to resolve this issue in a manner that is fair to both the government and our subscribers.

 

Our company provided the requested collateral and filed a lawsuit for the cancellation of the decision of Tax Authority requesting collateral.

 

 

Third Quarter 2009 Results

 

Additionally, there is a development about the court case initiated by Turk Telekom due to international interconnection agreement for carrying the voice traffic through Milleni.com GMbH. The international interconnection agreement signed between our Company and Milleni.com GMbH for carrying voice traffic has been signed with the permission and the approval of the Ministry of Transportation and Information and Communication Technologies Authority (formerly known as Telecommunications Authority). Accordingly, the aforementioned agreement and the commercial activities conducted with this regard is legal; thus this court decision is not fair and in contradiction with the law and the practice. We are confident and maintain our view that this case has no legal basis. We, therefore, will appeal this decision once we receive the court decision.

 

As we have stated in our notes to our previous financial statements; following two expertise reports and taking into consideration the developments in the related case, a provision totaling to a nominal amount of TRY 122.3 million, including TRY44.9 million in principal and TRY 77.4 million in accrued interest, was provisioned in our consolidated interim financial statements dated June 30, 2009. Notwithstanding our constitution of a provision, we continue to disagree with the alleged legal basis on which Turk Telekom’s claim has been made. We are not planning to set aside any additional provisions other than the one in our financial statements.

 

International Operations

 

Astelit

Astelit, in which we hold a 55% stake through Euroasia, has operated in Ukraine since February 2005 under the brand “life:)”.

_________________________

²  EBITDA is a non-GAAP financial measure. See pages 14 for the reconciliation of Euroasia’s EBITDA to net cash from operating activities. Euroasia holds a 100% stake in Astelit.

 

Third Quarter 2009 Results

 

 

To ensure effective cash management, our 100% subsidiary Financell B.V signed a vendor financing agreement for up to approximately US$75 million for Astelit LLC’s 2G infrastructure investments on July 16, 2009. Our commitment to the Ukrainian market remains strong.

 

 

Fintur

 

Turkcell holds a 41.45% stake in Fintur and through Fintur has interests in Mobile operations in Kazakhstan, Azerbaijan, Moldova, and Georgia.

 

(*)includes intersegment eliminations

 

_________________________

³  Active subscribers are those who in the past three months made a transaction which brought revenue to the Company.

 

Third Quarter 2009 Results

 

Fintur’s subscriber base continued to grow in the third quarter despite continuing economic challenges in the countries where Fintur operates. The total number of subscribers increased by 4.8% to 13.0 million compared to the same period last year. Consolidated revenue decreased by 16.0% compared to the same period last year but grew by 6.9% compared to the second quarter mainly due to seasonality.

 

We account for our investment in Fintur using the equity pick up method. Fintur’s contribution to our net income increased to $41.1 million in the third quarter of 2009 compared to the third quarter of 2008.

 

Reconciliation of Non-GAAP Financial Measures

 

We believe that EBITDA is a measure commonly used by companies, analysts and investors in the telecommunications industry, which enhances the understanding of our cash generation ability and liquidity position and assists in the evaluation of our capacity to meet our financial obligations. We also use EBITDA as an internal measurement tool and, accordingly, we believe that the presentation of EBITDA provides useful and relevant information to analysts and investors.

 

Beginning from the 2006 fiscal year, we have revised the definition of EBITDA which we use and we report EBITDA using this new definition starting from the first quarter of 2006 results announcement to provide a new measure to reflect solely cash flow from operations.

 

The EBITDA definition used in our previous press releases and announcements had included Revenue, Direct Cost of Revenue excluding depreciation and amortization, Selling and Marketing expenses, Administrative expenses, translation gain/(loss), finance income, share of profit of equity accounted investees, gain on sale of investments, income/(loss) from related parties, minority interest and other income/(expense). Our new EBITDA definition includes Revenue, Direct Cost of Revenue excluding depreciation and amortization, Selling and Marketing expenses and Administrative expenses, but excludes translation gain/(loss), finance income, share of profit of equity accounted investees, gain on sale of investments, income/(loss) from related parties, minority interest and other income/(expense).

 

EBITDA is not a measure of financial performance under IFRS and should not be construed as a substitute for net earnings (loss) as a measure of performance or cash flow from operations as a measure of liquidity.

 

The following table provides a reconciliation of EBITDA, which is a non-GAAP financial measure, to net cash from operating activities, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS.

 

 

 

Third Quarter 2009 Results

 

 

 

Turkcell Group Subscribers

 

We had approximately 61.9 million subscribers as of September 30, 2009. This figure is calculated by taking the number of subscribers in Turkcell and each of our subsidiaries and unconsolidated investees. This figure includes the total number of subscribers in Astelit, BeST, in our operations in the Turkish Republic of Northern Cyprus (“Northern Cyprus”) and Fintur. In the past, when presenting our total group subscribers, we have presented this figure on a proportional basis, adjusted to reflect our ownership interest in each subsidiary. We believe that the method of calculation given above is a good indicator of our Group’s reach and intend to use this new method of calculation going forward.

 

 

 

Third Quarter 2009 Results

Forward-Looking Statements

 

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release, including, without limitation, certain statements regarding our operations, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as, among others, “may,” “will,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “continue.”

Although Turkcell believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements particularly in the current operating and macro environment. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

For a discussion of certain factors that may affect the outcome of such forward looking statements, see our Annual Report on Form 20-F for 2008 filed with the U.S. Securities and Exchange Commission, and in particular the risk factor section therein.

 

We undertake no duty to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

 

www.turkcell.com.tr

 

ABOUT TURKCELL

 

Turkcell is the leading Mobile operator in Turkey with 36.0 million postpaid and prepaid customers as of September 30, 2009 operating in a three player market with a market share of approximately 56% as of September 30, 2009 (Source: operators’ announcements). Turkcell, is the technology leader providing EDGE technology across the country. Turkcell also provides high quality data and voice services to 65% of the population (as at 30 September 2009) through the implementation of its 3G technology. Turkcell provides roaming with 628 operators in 206 countries as of September 18, 2009. Serving a large subscriber base in Turkey with its high-quality wireless telephone network, Turkcell reported $1.6 billion net revenue for the quarter ended September 30, 2009 as per IFRS financial statements. Turkcell has interests in international Mobile operations in Azerbaijan, Belarus, Georgia, Kazakhstan, Moldova, Northern Cyprus and Ukraine and together with Turkey had approximately 61.9 million subscribers as of September 30, 2009. Turkcell has been listed on the NYSE (“New York Stock Exchange”) and the ISE (“Istanbul Stock Exchange”) 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 Group, 13.07% by Sonera Holding, 2.32% by M.V. Group and 0.08% by others while the remaining 33.48% is free float.

 

 

 

Third Quarter 2009 Results

 

For further information please contact Turkcell

Corporate Affairs

Koray Öztürkler, Chief Corporate Affairs Officer

Tel: +90-212-313-1500

Email: koray.ozturkler@turkcell.com.tr

 

investor.relations@turkcell.com.tr

 

 

 

 

 

 

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EXHIBIT 99.2

 

 

 

 

EXHIBIT 99.3

 

 

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EXHIBIT 99.4