0000950133-05-005452 Sample Contracts

DATED September 20 2005
Shareholder Agreement • December 5th, 2005 • Cukurova Telecom Holdings LTD • Telephone communications (no radiotelephone)
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JOINT FILING AGREEMENT
Joint 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 Limited
Subscription 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.

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