Turkcell Iletisim Hizmetleri : 8.12.2022 | Announcement Regarding the Acquisition of 20% of CJSC BeST Shares by our Company and Signing of Investment Agreement

Istanbul, December 8, 2022

Announcement Regarding the Acquisition of 20% of CJSC BeST Shares by our Company and Signing of Investment Agreement

A share purchase agreement has been signed with respect to the acquisition of the Republic of Belarus' 20% shareholding in Closed Joint Stock Company "Belarusian Telecommunications Network" ("CJSC BeST") based in Belarus. The remaining 80% of CJSC BeST is owned by our Company's wholly owned subsidiary Beltel Telekomünikasyon Hizmetleri A.Ş. Our Company purchased the 20% shareholding of CJSC BeST from the State Committee on Property of the Republic of Belarus for a cash payment of USD 1,165.66.

In addition, Turkcell, CJSC BeST and the responsible authorities of the Republic of Belarus carried out discussions regarding the restructuring of our Company's investments, improvement of competitive conditions and some tax advantages.

Accordingly;

1. An agreement has been signed to terminate the Share Sale and Purchase Agreement dated 29 July 2008, which had been signed between Beltel
   Telekomünikasyon Hizmetleri A.Ş., shareholder of CJSC BeST and a subsidiary of our Company, the Republic of Belarus and our Company. The obligation in the respective agreement regarding the payment of USD 100 million in future periods depending on the financial performance of CSJC BeST, which is presented from the amortized cost value as "consideration payable in relation to acquisition of CJSC BeST" in our financial statements, has been terminated.
2. An Investment Agreement has been signed between our Company, CJSC BeST and the Republic of Belarus to develop the telecommunications infrastructure between 2022-2032. Under this agreement, we are required to invest at least USD 100 million. In addition, within the framework of the Investment Agreement, there are clauses stipulating the payment of an additional amount of USD 100 million over a period of 10 years, to be funded by the payment of at least 50% of the annual net income of CJSC BeST. In case the required amount is not reached at the end of the 10-year period, our Company shall make a lump sum payment to the Republic of Belarus for the remaining balance.
3. Responsible authorities of the Republic of Belarus have rearranged the mobile communication interconnection fees between the operators in the country, considering the provisions of the Investment Agreement, and determined a mobile call termination fee of BYN 0.001 for CJSC BeST for 5 years. In this regard, the decline in interconnection expenses will positively impact our operational profitability.

The announcement regarding these discussions was postponed by the decision of the Board of Directors within the scope of Article 6 of the Capital Markets Board's Communiqué on Material Events, not to mislead investors at an early stage, when the relevant processes were not yet finalized. This announcement is made in accordance with Capital Markets Legislation and Communiqué on Material Events (No II-15.1).

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Board Decision Date for Acquisition	:	24.03.2020
Were Majority of Independent Board
Members' Approved the Board Decision	:	Yes
for Acquisition
Title of Non-current Financial Asset	:	CJSC Belarusian Telecommunications Network
Acquired	("CJSC BeST")
Field of Activity of Non-current Financial	:	Telecommunication services
Asset whose Shares were being
Acquired

Capital of Noncurrent Financial Asset

Acquirement Way

Date on which the Transaction was/will be Completed

Acquisition Conditions

Detailed Conditions if it is a Timed Payment

Nominal Value of Shares Acquired

Purchase Price Per Share

Total Purchasing Value

Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)

Total Ratio of Shares Owned in Capital

of Non-current Financial Asset After

Transaction (%)

Total Voting Right Ratio Owned in Non- current Financial Asset After Transaction (%)

Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)

• BYN 95,000
• Acquisition
  The transaction will be completed after the transfer of
• the shares.
• Cash
• -
• BYN 19,000
• USD 58.28
• USD 1,165.66
• 20%
• 100%
• 100%
• 0.02%

Ratio of Transaction Value to Sales in the Latest Annual Financial Statements of the Company (%)

Effects on Company Operations

• 0.0%
  It is aimed to manage our operations in the
• Belarusian telecommunication market more effectively, to be more flexible in making investment decisions, and to increase CJSC BeST's contribution

2

Did Takeover Bid Obligation Arised?

Will Exemption Application be Made, if Takeover Bid Obligation Arised?

Title/ Name-Surname of Counter Party

Is Counter Party a Related Party According to CMB Regulations?

Relation with Counter Party if any

Agreement Signing Date if Exists?

Value Determination Method of Non- current Financial Asset

Did Valuation Report be Prepared?

Reason for not Preparing Valuation Report if it was not Prepared

Date and Number of Valuation Report

Title of Valuation Company Prepared Report

Value Determined in Valuation Report if Exists

Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report

to the Turkcell Group by becoming a stronger player in the market in the long-term.

• No
• No
  State Committee on Property of the Republic of
• Belarus
• No
  Counter party is the other shareholder of CJSC
• BeST, where it is not a related party.
• 30.11.2022
• Determined considering locally adjusted net asset value of the company.
• Not prepared
• Not required by the legislation
• -
• -
• -
• -

For more information:

Turkcell Investor Relations

[e-mail]

Tel: + 90 212 313 1888

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