Turkcell Annual General Assembly Decisions Dated May 22, 2006

ISTANBUL, Turkey, May 22 /PRNewswire-FirstCall/ -- Turkcell , the leading provider of mobile communications in Turkey, announced today the following decisions taken at its Annual General Assembly:

1. The Turkcell Board of Directors determined that our Company's 2005 profit calculated in accordance with CMB accounts (Capital Markets Board of Turkey) is TRY 1,070,839,444 (approximately US$711 million*) whereas the 2005 commercial profit after tax calculated in accordance with the Turkish Commercial Law is TRY545,919,189 (approximately US$363 million*) and that based on the CMB regulations the lower of the two profits, which is the commercial profit after tax amounting to TRY 545,919,189 (approximately US$363 million*) shall be taken as the basis for the dividend distribution calculation.

Accordingly, in line with the CMB rules, in order to calculate distributable income, we have taken TRY545,919,189 (approximately US$363 million*) as the basis, we have deducted TRY27,295,959 (approximately US$18 million*) as 5% first legal reserves, added back the donations realized during the financial year in the amount of TRY2,365,681 (approximately US$2 million*) and the remainder of the previous years' legal reserves in the amount of TRY497,161,452 (approximately US$330 million*), which had been decided to be kept within the Company in the previous years' dividend distributions and arriving at a total distributable income of TRY1,018,150,363 (approximately US$676 million*). 50% of the distributable income, which corresponds to a net cash dividend of TRY509,075,181 (US$338 million*) will be distributed to our shareholders, representing a net cash dividend of TRY0.274451 (approximately US$0.1823*) per ordinary share having a nominal value of TRY 1 and approximately TRY0.6861275 (approximately US$0.4557*) per ADR. Turkcell shareholders will not be subject to a withholding tax deduction from the gross dividend in accordance with the current tax regulations.

In addition, we will distribute a stock dividend to our shareholders in the form of bonus shares to be issued in the amount of TRY345,112,659 (approximately US$229 million*) out of a total amount of TRY560,736,963 (approximately US$372 million*). This is calculated by deducting TRY509,075,181 (approximately US$338 million*) which will be distributed as cash dividend from the total distributable income of TRY1,018,150,363 (approximately US$676 million*) and adding TRY51,661,781 (approximately US$34 million*) capital inflation adjustment difference in the CMB accounts. The difference after deducting the stock dividend of TRY345,112,659 (approximately US$229 million*) from TRY560,736,963, (approximately US$372 million*) amounting to TRY215,624,304 (approximately US$143 million) will be retained as reserves, of which TRY37.848.256 (approximately US$25 million) will be in the form of secondary legal reserves and TRY177,776,048 (approximately US$118 million) will be in the form of extraordinary legal reserves. In this respect, the rate of the bonus share certificate to be issued for each share to be distributed to our shareholders, shall be 18.605586%. The stock dividend of TRY345,112,659 (approximately US$229 million*) is composed of the distributable profit of the year 2005 amounting to TRY 89,450,588 (approximately US$59 million*), the previous years' profit of YTL 204,000,290 (approximately US$136 million*) and capital inflation adjustment amount of TRY 51,661,781 (approximately US$34 million*).

The cash dividend payment to our shareholders shall commence on May 29, 2006 in Istanbul Head Office, Goztepe, Osmanbey, Izmir and Ankara branches of Yapi Kredi Menkul Degerler A.S. and also in Merkezi Kayit Kurulusu A.S. (Central Registration Agency) located at Suzer Plaza Askerocagi Caddesi No.15 Kat.2 34367 Elmadag-Sisli Istanbul and shall be made in exchange of the dividend share denominations for year 2005 and the bonus share certificates to be issued shall be distributed to our shareholders in exchange of new share purchase denomination no. 5, commencing from June 12, 2006 in Istanbul Head Office, Goztepe, Osmanbey, Izmir and Ankara branches of Yapi Kredi Menkul Degerler A.S. and also in Merkezi Kayit Kurulusu A.S. (Central Registration Agency) located at Suzer Plaza Askerocagi Caddesi No.15 Kat.2 34367 Elmadag-Sisli Istanbul;

2. KPMG Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S., appointed by the Board of Directors as the independent external audit firm for the year, was approved pursuant to Article 14 of the Regulation of the Independent External Auditing in the Capital Markets promulgated by the Capital Market Board;

3. Hamit Sedat Eratalar and Ibrahim Alpay Demirtas are determined as Turkcell's statutory auditors for a year; and

4. Members determined as Turkcell's Board of Directors for a period of three years are as follows: Mehmet Emin Karamehmet, Mehmet Bulent Ergin, Erdal Asim Durukan , Anders Igel, Oleg Malis, Alexey Khudyakov, and Colin J. Williams.

* Based on Turkish Central Bank's TRY/US$ exchange rate of TRY1.5055 announced on May 22, 2006.

http://www.turkcell.com.tr/ About Turkcell

Turkcell is the leading GSM operator in Turkey with 28.7 million post-paid and pre-paid customers as of March 31, 2006 operating in a three player market with a market share of approximately 64% as of year end 2005 (Source: Telecommunication Authority). In addition to the high-quality wireless telephone services, Turkcell currently offers General Packet Radio Service (GPRS) countrywide and Enhanced Data Rates for GSM Evolution (EDGE) in dense areas, which provide for both improved data and voice services. Turkcell provides roaming with 501 operators in 191countries as of May 5, 2006. Serving a large subscriber base in Turkey with its high-quality wireless telephone network, Turkcell reported US$4,528 million net revenues as of December 31, 2005 and US$1,132 million net revenue as of March 31, 2006 as per IFRS financial statements. Turkcell has interests in international GSM operations in Azerbaijan, Georgia, Kazakhstan, Moldova, Northern Cyprus and Ukraine. 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, 13.29% by Cukurova Group, 13.07% by Sonera Holding, 5.07% by M.V. Group and 0.01% by others while the remaining 17.56% is free float.