TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

M&A Activity • Jun 25, 2025

Summary Info	Announcement Regarding the Merger of Artel Bilişim Servisleri A.Ş. with Turkcell
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	25.06.2025
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.05.2025
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Artel Bilişim Servisleri A.Ş.	Not Trading On The Stock Exchange

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, İşlem Görmüyor, TRETCEL00012	330.000.000			330.000.000
B Grubu, TCELL, TRATCELL91M1	1.870.000.000			1.870.000.000

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	2.200.000.000 TL	0 TL	0 TL	2.200.000.000 TL

Additional Explanations

Pursuant to the provisions of the article 155 of Turkish Commercial Code No. 6102 ("TCC"), articles 19 and 20 of Corporate Tax Law No. 5520, article 13 of II-23.2 numbered Communiqué on Merger and Demerger ("the Communiqué") of Capital Markets Board ("CMB"); our Company's Board of Directors has resolved,

• To merge Artel Bilişim Servisleri A.Ş. ("Artel"), our Company's 100% subsidiary registered in İstanbul Trade Registry with the registration number 1033767, with and into our Company via facilitated procedure by being taken over by our Company with all its assets and liabilities, to prepare the merger agreement and other relevant documents for this purpose,
• To carry out the merger transaction on the basis of the financial statements of the party companies dated 31.05.2025,
• Pursuant to Article 13 of the Communiqué, since the merger will be carried out with the facilitated procedure, not to prepare the Board of Directors' report required by Article 147 of the TCC, not to prepare the independent audit report and the merger report pursuant to Article 13/2 of the Communiqué, and not to obtain expert opinion,
• Pursuant to the provisions of Article 24 of the CML and Article 15/ç of the CMB's Communiqué No. II-23.3 on "Significant Transactions and the Right to Detachment", the "Right to Detachment" will not arise for our shareholders,
• The capital of our Company will not be increased due to the merger,
• The merger is authorized pursuant to subparagraph (ç) of Article 19 of the Regulation on Authorisation of the Electronic Communications Sector with the Information and Communication Technologies Authority ("ICTA") Board Decision ("ICTA Board Decision") dated 29.04.2025 and numbered 2025/YK-YED/115. In accordance with the Communiqué, to prepare the announcement text, merger agreement and other information and documents required for the applications regarding the merger transaction stipulated by the Communiqué and to apply to the CMB for the approval of the announcement text,
• Following the approval of the Capital Market Board for the merger transaction, to submit the merger agreement to be signed between the parties to the approval of the Board of Directors without the approval of the general assembly.