JOINT FILING AGREEMENTJoint Filing Agreement • August 15th, 2006 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Amendment No. 1 to Schedule 13D filed December 5, 2005 with respect to the Ordinary Shares, TRY 0.001 nominal value per share, of Turkcell Iletisim Hizmetleri A.S., dated as of August 14, 2006, is, and any further amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the United States Securities Exchange Act of 1934.
DATED September 20 2005Shareholders’ Agreement • December 5th, 2005 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone)
Alfa Telecom Turkey Limited - and - Management AgreementManagement Agreement • August 15th, 2006 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone) • England
Altimo has considerable experience in managing telecom-related investments. ATT therefore wishes to engage the services of Altimo for the purpose of carrying out certain management assignments and functions in relation to, inter alia, (i) the management of ATT’s direct and indirect investments in Turkcell Iletisim Hizmetleri A.S. (“Turkcell”), Turkcell Holding A.S. (“Turkcell Holding”), Cukurova Telecom Holdings Limited (“CTH”), Cukurova Telecom International Limited, and Intercon Danismanlik ve Egitim Hizmetleri A.S. (each a “Company” and collectively the “Companies”) and (ii) activities and funding arrangements in relation to certain entities within the Cukurova group of companies (collectively, the “Investments”), which engagement Altimo has agreed to accept on the terms set out in this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2005 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Statement on Schedule 13D with respect to the Ordinary Shares, TRY 0.001 nominal value per share, of Turkcell Iletisim Hizmetleri A.S., dated as of December 5, 2005, is, and any further amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the United States Securities Exchange Act of 1934.
SUBSCRIPTION AGREEMENT in respect of Convertible Bonds and Shares in the capital of Cukurova Telecom Holdings LimitedSubscription Agreement • December 5th, 2005 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone)
This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.
