TURKCELL İLETİŞİM HİZMETLERİ A.Ş.

M&A Activity • Mar 30, 2023

Summary Info	Announcement Regarding the Facilitated Merger of Beltel Telekomünikasyon Hizmetleri A.Ş. with Turkcell
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	30.03.2023
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2022
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
Beltel Telekomünikasyon Hizmetleri 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 numbered 6102 ("TCC"), articles 19 and 20 of Corporate Tax Law numbered 5520 and article 13 of II-23-2 numbered Communiqué on Merger and Demerger ("the Communiqué") by Capital Markets Board of Turkey ("CMB"); our Company's Board of Directors has resolved,

• To merge Beltel Telekomünikasyon Hizmetleri A.Ş. ("Beltel"), which is our Company's 100% owned subsidiary and registered at Istanbul Trade Registry Office under the registration number 663642-0, with and into our Company via facilitated procedure within the scope of the article 13 of the Communiqué by means of taking it over by our Company entirely together with its all assets and liabilities; for this purpose, to prepare merger agreement and other relevant documents,

• To execute the merger transaction based on the financial statements of the parties, dated 31/12/2022,

• As the merger shall be executed via facilitated procedure pursuant to article 13 of the Communiqué, not to prepare Board of Directors' report stipulated in the article 147 of TCC, not to prepare the independent audit report and merger report and not to take the opinion of the expert institution in accordance with article 13/2 of the Communiqué of CMB,
• Pursuant to the provisions of the article 24 of Capital Markets Law and the article 15/ç of II-23.3 numbered Communiqué on Material Transactions and Exit Rights by CMB, not to trigger the exit right for our shareholders,
• Not to increase the capital of our Company due to merger,
• Within the context of the resolution hereby, pursuant to the subclause (ç) of article 19 of Regulation on Authorization in the Electronic Communications Sector to apply to Information Technologies and Communications Authority for its opinion and in accordance with the Communiqué to apply to CMB for the approval of the announcement text by preparing the announcement text, merger agreement and the other required information and documents for the merger transactions stipulated by the Communiqué,
• To submit the merger agreement to be signed by the parties after receiving the approval from CMB for the merger transaction to the approval of the Board of Directors without submitting to the approval of the general assembly.