Regulatory Disclosures

Board of Directors of our Company decided to hold 2011 Ordinary General Assembly Meeting on 25 May 2012 at 11.00 a.m. in Ankara Headquarters Cultural Center of our Company in order to discuss the attached agenda.

• GK ÖDA EN.pdf

It was announced on February 29, 2012 that our mobile subsidiary Avea's General Assembly convened on February 28, 2012 and decided to decrease Avea's share capital and increase it back to original amount with a share premium. In this process, Isbank Group Companies, then owning 18.63% of Avea shares, decided not to exercise their preemptive rights and our company exercised their unexercised rights, as well as its own rights. With this decision our share in Avea increased to 89.9965%.

Pursuant to Article 8 of Capital Markets Board Communiqué Serial IV No: 41 Communiqué; in order to fulfill the obligations under the Company's capital market regulations and coordinate the corporate governance applications, Corporate Governance & Compliance Manager Süleyman Kısaç who has Capital Market Activities Advanced Level License (License No.: 205170) and Corporate Governance Rating Specialist License (License No.: 700 729) will take the responsibility due to change of Abdullah Orkun Kaya's duty.

On March 19, 2012, our company has signed a club loan agreement with 13 banks amounting to Euro 239,4 million and USD 285,2 milion with 3 years of maturity including 2 years of grace period, in order to finance our company's general working capital needs. Interest rate is Euribor + 3% per annum for Euro 239,4 million and Libor +3% per annum for USD 285,2 million.

For the deal, Bank of America Securities Limited, Bank of Tokyo-Mitsubishi UFJ, LTD and BNP Paribas act as Mandater Lead Arranger, Bookrunner and Coordinator; Export Development Canada, JP Morgan Limited , Mizuho Corporate Bank, LTD, Natixis Dubai Branch, HSBC Bank Plc and West LB AG London Branch act as Mandated Lead Arranger; Standard Chartered Bank, Citibank N.A., Nassau Branch, Akbank AG and Raiffeisenlandesbank Niederösterreich-Wien AG act as Lead Arranger.

Our subsidiary Avea held its Extraordinary General Assembly Meeting on 28 February 2012.
It was resolved that Avea's share capital will be strengthened, and within this context Avea's total paid in share capital of TL 7,115,000,000 will be decreased by TL 3,295,000,000 in order to eliminate losses from previous years; then will be increased by the same amount of TL 3,295,000,000, in cash, back to TL 7,115,000,000; additional issue premium of TL 1,080,810,157 will be paid accordingly.
Our company will fully participate in the capital increase. If other shareholders of Avea (Six Isbank Group companies) decide not to participate in the capital increase, their preemptive rights will be used by our company as well. Four of Isbank Group companies representing majority disclosed that they will not participate in the capital increase.Total payment of our company for the capital increase will be finalized based on the decisions of other two companies of Isbank Group (Trakya Yatırım Holding A.Ş. and Efes Holding A.Ş.).
Total amount of the capital increase to be paid by Avea shareholders including the issue premium is TL 4,375,810,157. Avea Board resolved that proceeds from the capital increase will be fully used for repayment of shareholder loans granted by our company (Board Resolution dated 27 February 2012). Therefore, the capital increase in Avea will not result with any net cash outflow from our company.

We have disclosed in our Regulatory Disclosure dated 21.02.2012 regarding Utilization of Long Term Loan that our company has signed a loan agreement with China Development Bank including USD 500 million principal amount with 8 years of maturity and 2,5 years of grace period. In this agreement, the interest rate is Libor + 2,85% per annum.

On February 21, 2012, our company has signed a loan agreement with China Development Bank (CDB) which includes USD 500 million principal amount with 8 years of maturity, 2,5 years of grace period and semi-annual payment of interest in order to finance our company's and affiliates' procurements within the context of our investment program. Payments of interest will be done semi annually after the utilization of the loan. Payment of principal amount will be done in installments semi annually after the grace period.

The distributable income after allocating for the legal reserves has reached up to TL 1.896.525.385, and therefore the board of directors have recommended to the general assembly scheduled on May 25, 2012, to distribute this dividend in line with the articles of association of the company. Board resolution for dividend recommendation, dividend distribution table and dividend per share table are attached.

• 2011 Dividend Distribution Board Resolution.pdf

• 2011 Dividend Distribution Table.pdf

• 2011 Dividend Per Share Table.pdf

Please find our guidance for 2012 below:

We expect;

* The consolidated revenue growth to be 6% to 8%.
* EBITDA margin to be at low 40%s
* Consolidated CAPEX to be around TL2.4bn

Please find the statement sent by our indirect majority shareholder Saudi Oger Ltd. below:

"Saudi Oger refers to a number of recent press articles concerning its shareholding in Oger Telecom Ltd. and makes the following statement. Saudi Oger remains highly committed to its investment in Oger Telecom Ltd. and all its operating subsidiaries. No offers for the sale of its stake in Oger Telecom Ltd. are being considered by Saudi Oger at this time."