The following is a summary of the key terms of "Turkcell Common Values and Code of Ethics" (the "Code") confirmed by the management and employees of Turkcell are as below.

The Code reflects the values and principles of Turkcell and applies to all employees, officers and directors of Turkcell.

Conflict of Interest

Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are properly within the scope of Turkcell's activities, (b) using corporate property, information or position for personal gain, and (c) competing with Turkcell.

A "conflict of interest" exists when a person's private interest interferes in any way, or even appears to interfere, with the interests of Turkcell. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for Turkcell objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as result of his or her position in Turkcell.

Conflicts of interest are prohibited as a matter of Turkcell policy. Each employee, officer or director is expected to avoid any outside activity, financial interest or relationship that may present a possible conflict of interest or appearance of a conflict.

Turkcell employees, officers and directors may give presents to or receive presents from, persons, institutions and corporations with whom they have business relations only in compliance within the internally defined rules.

Protection and Proper Use of the Company Assets

Turkcell's employees should protect the company's assets and ensure their proper use. All Turkcell assets should be used only for legitimate business purposes.

Information is one of the most critical asset categories. Employees, officers and directors should maintain the confidentiality of information entrusted to them by Turkcell or customers of Turkcell. All employees are required to comply with "Turkcell Information Security and Disclosure" policies and procedures, which is published in Turkcell's internal intranet pages.

Principles for Public Disclosure

All communications with investors, financial analysts, press and similar bodies shall be performed in accordance with the " Turkcell Disclosure Policy".

No employee other than those specifically authorized to perform this duty can make oral or written announcements on behalf of Turkcell.

Compliance with Laws, Rules and Regulations

Turkcell actively promotes compliance with all applicable laws, rules and regulations.

Working Principles

Turkcell is committed to providing a safe, secure and efficient working environment to its employees. Therefore Turkcell expects all of its employees to conduct themselves in accordance with the following principles:

• Turkcell employees must conduct themselves at all times in a professional manner. Turkcell employees may not engage in an abusive, threatening or violent manner, or otherwise behave in an aggressive or harassing manner towards customers, suppliers or fellow employees. Turkcell employees are prohibited from promoting religious or political views in the workplace.
• All Turkcell employees must not fraudulently alter official documents they issue for the performance of their duties. The employees are responsible timely and accurate preparation and delivery of reports to regulatory authorities and other similar bodies.

The full text of the Code is published in Turkcell's internal intranet pages. The Code is explained to each new Turkcell employee via the orientation program and the new employee is made to sign a contract proving that these rules shall constitute an inseparable part of the employee's condition of employment.

The Code of Conduct rules are defined, updated and published by the Ethics Committee.

Explanatory note:
Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the rules issued by the US Securities and Exchange Commission ("SEC") there under, require an SEC reporting company to disclose whether or not it has adopted a written code of ethics applicable to the company's senior financial officers, including the company's principal executive officer. The following rules have been adopted by Turkcell in accordance with these provisions and are applicable to Turkcell's senior executive and financial officers.

The Chief Executive Officer, Chief Financial Officer and other executive officers and financial officers hold important roles in corporate governance. Turkcell, according to the laws and regulations applicable to the Company, has adopted the following code of ethics.

This code of ethics is designed to deter wrongdoing and to provide principles to which these officers are expected to adhere and which they are expected to advocate. It complements any other appropriate Turkcell policies or guidelines in force from time to time.

Any change to this code of ethics and any explicit or implicit waiver from it for these officers will be disclosed on this web page in accordance with applicable law and regulations . A waiver is defined as a material departure from a provision of this code and an implicit waiver means failure to take action within a reasonable period of time regarding a material departure from a provision of this code that has been made known to an executive officer of the Company.

The Board of Directors of Turkcell declares that the Chief Executive Officer, Chief Financial Officer and other executive officers and financial officers:

• Will act with honesty and integrity, including ethically handling actual or apparent conflicts of interest between their personal relationships or financial or commercial interests and their responsibilities to Turkcell;
• Make full, fair, accurate, timely and understandable disclosure in all reports and documents that the Turkcell files with, or submits to, the Turkcell's capital markets regulators or otherwise makes public;
• Comply with all governmental laws, rules and regulations applicable to Turkcell and to its relationship with its shareholders;
• Ensure that their actions comply not only with the letter but the spirit of this code and foster a culture in which compliance with the law and Turkcell's policies is at the core of Turkcell's activities.

The Audit Committee of the Board of Directors will apply this code to specific situations. The Chief Executive Officer, Chief Financial Officer and other executive officers and financial officers will report known or suspected violations to the Audit Committee. The Audit Committee will take all appropriate action to investigate any violations reported to it. In a case where a violation has occurred, the Board of Directors will take (or authorize) any disciplinary action that it considers appropriate. This action may, in cases of severe breaches, include dismissal or the initiation of judicial proceedings.