TURKCELL HOLDING SHAREHOLDERS AGREEMENTShareholder Agreement • November 17th, 2009 • Turkcell Iletisim Hizmetleri a S • Telephone communications (no radiotelephone)
This TURKCELL HOLDING A.S. SHAREHOLDERS AGREEMENT, dated as of October 21, 1999, by and among Sonera Corporation, organized under the laws of Finland (“Sonera”) and Cukurova Holding A.S., a joint stock company organized under the laws of the Republic of Turkey, Yapi ve Kredi Bankasi A.S. a joint stock company organized under the laws of the Republic of Turkey, Pamukbank T.A.S. a joint stock company organized under the laws of the Republic of Turkey, Turkiye Genel Sigorta A.S. a joint stock company organized under the laws of the Republic of Turkey and Pamuk Factoring A.S. (Cukurova Holding A.S. and Yapi ve Kredi Bankasi A.S. and Pamukbank T.A.S. and Turkiye Genel Sigorta A.S. and Pamuk Factoring A.S. are collectively referred to as “Cukurova”);
JOINT VENTURE AGREEMENTJoint Venture Agreement • November 17th, 2009 • Turkcell Iletisim Hizmetleri a S • Telephone communications (no radiotelephone)
Operating Companies, will delegate significant operational authority to the Operating Companies and that the CEOs of the Operating Companies will have a direct reporting line to the Board and the CEO of the Company and the right and obligation, if requested by the Board, to be present at meetings of the Board; and further, that through participation in the Board of the Company and the boards of directors of the Operating Companies the Parties shall receive direct reports from the CEOs of the Company and the Operating Companies and that the Board shall have the ability to request direct reports from the Operating Companies as it sees fit.
JOINT FILING AGREEMENT AMONG TELIASONERA AB, TELIASONERA FINLAND OYJ AND SONERA HOLDING B.V.Joint Filing Agreement • November 17th, 2009 • Turkcell Iletisim Hizmetleri a S • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Statement on Schedule 13D, dated November 17, 2009, with respect to the ordinary shares, nominal value TRY 1.000 per share, of Turkcell Iletisim Hizmetleri A.S. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
