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INTRODUCTION

This is the 20132015 annual report for Turkcell Iletisim Hizmetleri A.S. (“Turkcell”), a joint stock company organized and existing under the laws of the Republic of Turkey. The terms “Company,”“Company”, “we”, “us”, “our”, and similar onesterms refer to Turkcell, its predecessors, and its consolidated subsidiaries, except as the context otherwise requires.

Our audited consolidated financial statementsConsolidated Financial Statements as of December 31, 20132015 and 20122014 and for each of the years in the three-year period ended December 31, 20132015 included in this annual report have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Securities and Exchange Commission (“SEC”) has adopted rules accepting filings from foreign private issuers that include financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to accounting principles generally accepted in the United States, or U.S. GAAP, as was previously required.  As we believe that we meet the relevant criteria to avail ourselves of this SEC rule, we have ceased providing such reconciliation as part of our consolidated financial statements.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not total exactly. In this annual report, references to “TL”, “TRY” and “Turkish Lira” are to the Turkish Lira, and references to “$”, “U.S. Dollars”, “USD”, “U.S. $” and “cents” are to U.S. Dollars and, except as otherwise noted, all interest rates are on a per annum basis. In this annual report, references to “Turkey” or the “Republic” are to the Republic of Turkey.  “Counters” are the units we used with our subscribers until April 2010 to measure airtime.  As of April 2010, we measure our airtime in TRY rather than counters.

Statements regarding our market share and total market size in Turkey are based on the Information and Communication Technologies Authority’s (“ICTA”) or operators’operators’ announcements, and statements regarding penetration are based on the Turkish Statistical Institute’s (“TUIK”) announcements pertaining to the Turkish population. Furthermore, statements regarding our 2G coverage are based on the ICTA’s specifications as well as the TUIK’s announcements, and statements regarding our 3G coverage are based on the ICTA’s 3G coverage calculation specifications issued on April 25, 2012.

References to the Information and Communication Technologies Authority or the ICTA include its predecessor entity, the Telecommunications Authority.

We have not independently verified the information in industry publications or market research, although management believes the information contained therein to be reliable. We do not represent that this information is accurate.

The methodology for calculating performance measures such as subscriber numbers, average revenue per user (“ARPU”) and churn rates varies substantially among operators and is not standardized across the telecommunications industry, and reported performance measures thus vary from those that would probably result from the use of a single methodology. In addition, subscriber numbers in the mobile communications sector may be difficult to calculate as a result of individuals having more than one SIM card or SIM cards being removed due to periods of inactivity. The differing methodologies for calculating these performance indicators make it difficult to draw comparisons between these figures for, and to determine the relative market share of, different mobile operators.

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this annual report, including, without limitation, certain statements regarding our operations, financial position, and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, or similar statements.

Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we can give no assurance that such expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations are contained in cautionary statements in this annual report, including, without limitation, in conjunction with the forward-looking statements listed below, and include, among others, the following:

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·increased competition and/or the entrance of new direct and indirect competitors in the market due to new applications and regulatory changes in Turkey with respect to certain technologies;

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ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.KEY INFORMATION

3.ASelected Financial Data

Our audited annual Consolidated Financial Statements including our consolidated statements of financial statementsposition as of December 31, 20132015 and 20122014 and our consolidated statements of profit and loss, comprehensive income, changes in equity and cash flows for each of the three years in the three-year period ended December 31, 20132015 (“Annual Consolidated Financial Statements”) included in this annual report have been prepared in accordance with IFRSInternational Financial Reporting Standards (“IFRS”) as issued by the IASB.International Accounting Standards Board (“IASB”).

Effective from the fourth quarter of 2015, our financial statements will be presented in TRY only, the currency in which we recognize the majority of our revenues and expenses. We will no longer present financial statements in USD. This change will allow us to align our Turkish and US reporting.

The following information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects”, our audited consolidated financial statementsConsolidated Financial Statements as of December 31, 20132015 and 20122014 and the related consolidated statements of profit orand loss, comprehensive income, changes in equity, and cash flows for the years ended December 31, 2013, 20122015, 2014 and 2011,2013, and the related notes appearing elsewhere in this annual report.

The following table presents our selected consolidated statements of operations, statement of financial position and cash flows data as of and for each of the years in the five-yearthree-year period ended December 31, 2013,2015, presented in accordance with IFRS as issued by the IASB which have been derived from our audited Consolidated Financial Statements as of and for the year ended December 31, 2015; and our selected consolidated statements of operations, statement of financial statementsposition and cash flows data as of and for each of the years in the two-year period ended December 31, 2012, presented in accordance with IFRS as issued by the IASB which have been derived from our accounting records as of and for the years ended December 31, 2013, 2012 and 2011. Our financial statements for 2012 and 2011 2010were originally published in US dollars and 2009.were audited.

		2015				2014				2013				2012				2011
		(Million TRY, except share data and certain other data)
Attributable to:
Equity holders of the Company			2,067.7				1,864.7				2,325.9				2,079.0				1,177.7
Non-controlling interest			(164.1	)			(428.2	)			3.4				(21.0	)			(43.3	)
Profit for the period			1,903.6				1,436.5				2,329.3				2,058.0				1,134.4
Basic and diluted earnings per share			0.94				0.85				1.06				0.95				0.54
Consolidated Statement of Financial Position Data (at period end)
Cash and cash equivalents			2,918.8				9,031.9				8,128.9				6,998.9				4,738.4
Total assets			26,207.3				23,694.2				21,284.6				18,687.4				17,186.7
Long-term debt(4)			3,487.8				1,247.9				1,528.5				1,103.8				1,997.3
Total debt(5)			4,214.2				3,697.7				3,332.5				3,039.6				3,528.6
Total liabilities			11,788.4				6,983.6				6,549.5				5,923.7				6,360.3
Share capital			2,200.0				2,200.0				2,200.0				2,200.0				2,200.0
Total equity/net assets			14,418.9				16,710.6				14,735.1				12,763.7				10,826.4
Weighted average number of shares			2,200,000,000				2,200,000,000				2,200,000,000				2,200,000,000				2,200,000,000
Consolidated Cash Flows Data
Net cash generated by operating activities			1,901.3				1,990.8				2,210.6				2,122.7				1,996.0
Net cash (used in)/ generated by investing activities			(3,830.9	)			(1,378.0	)			(1,085.5	)			543.4				(2,716.0	)
Net cash generated by/(used in) financing activities			(4,619.5	)			93.0				(230.5	)			(309.9	)			48.1
Other Financial Data
Dividends declared or proposed(6)(7)			—				794.0				990.0				885.0				503.0
Dividends per share (declared or proposed)(7)			—				0.36				0.45				0.40				0.23
Gross margin(8)			39%				39%				38%				38%				37%
Adjusted EBITDA(9)			4,140.5				3,761.8				3,544.5				3,241.5				2,912.9
Capital expenditures			8,536.2				2,144.8				1,822.3				1,738.8				1,636.1

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(1)Direct cost of revenues includes payments for our treasury share (the amount paid to the government under our license) and universal service fund, transmission fees, base station rent and energy expenses, billing costs, depreciation and amortization charges, technical, repair and maintenance expenses, roaming charges, interconnection fees, costs of simcards sold, handset costs offered as part of our loyalty programs and handset sales and personnel expenses related to our technicians.

(2)See Note 2 (Basis of preparation) to our consolidated financial statements in this Form 20-F for information regarding monetary gain.

(3)Share of profit of equity accounted investees primarily includes the income related to our stake in Fintur Holdings B.V. (“Fintur”) and A-Tel Pazarlama ve Servis Hizmetleri A.S. (“A-Tel”), which is 41.45% and 50.00%, respectively.  Fintur currently holds all of our international mobile communications investments other than those related to our operations in Northern Cyprus, Ukraine, Belarus and Germany. The service provider and distribution agreement with A-Tel was annulled via notification dated January 31, 2012, which was effective from August 1, 2012. See Note 16 and 34 to our audited consolidated financial statements included in “Item 18. Financial Statements” of this annual report on Form 20 F.

(4)Long-term debt consists of long-term loans and borrowings as well as long-term lease obligations.

(5)Total debt consists of long-term and short-term loans and borrowings as well as lease obligations excluding option contracts.

(6)On March 23, 2011, the Company’s Board of Directors proposed a dividend distribution for the year ended December 31, 2010 amounting to TRY 1,328.7 million ($622.5 million computed using the Central Bank of the Republic of Turkey’s (CBRT) TRY/U.S. Dollar exchange rate on December 31, 2013), which corresponds to 75% of our distributable net income for the year.  This dividend proposal was discussed but not approved at the General Assembly Meetings held in 2011.  There were no Board of Directors’ resolutions for the dividend distribution for the years 2011 and 2012.  The General Assembly Meetings, on June 29, 2012, May 22, 2013 and June 24, 2013 could not be held since the quorum required had not been reached and the dividend payment could not be discussed.

(7)The U.S. Dollar equivalent of the dividend for the year ended December 31, 2010 was computed by using the CBRT’s TRY/USD exchange rate on December 31, 2013, whereas the U.S. Dollar equivalents of the dividend for the year ended December 31, 2009 were computed by using the CBRT’s TRY/USD exchange rate on the dates that the General Assembly of Shareholders approved the dividend distribution.

(8)Dividends per share for the years ended December 31, 2010, and 2009 were computed over 2,200,000,000 shares.  For the years ended December 31, 2010 and 2009, the dividend per share was TRY 0.60 and TRY 0.39, respectively.

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(9)Gross margin is calculated as gross profit divided by total revenues.

(10)Adjusted EBITDA is a non-GAAP financial measure that equals profit for the period attributable to the equity holders of the Company before finance income, finance costs, income tax expense, other income, other expense, monetary gain, share of profit of equity accounted investees and depreciation and amortization.

Non-IFRS measures

Adjusted EBITDA is a non-GAAP financial measure that equalsis defined as the profit of the Company for the period attributable to the equity holders of the Company before finance income, finance costs, income tax expense, other income, other expense, monetary gain, share of profit of equity accounted investees and depreciation and amortization. Our management reviews Adjusted EBITDA as a key indicator each month to monitor our cash generation ability and liquidity position.financial performance. Net income is generallyalso considered by our management as the mainan indicator for our operating performance.overall business performance which includes results from our operations, financing and investing activities. Adjusted EBITDA is not a measurement of liquidityfinancial performance under IFRS as issued by the IASB and should not be construed as a substitute for profit for the period as a measure of performance or cash flow from operations as a measure of liquidity.

We believe Adjusted EBITDA, among other measures, facilitates liquidityperformance comparisons from period to period and management decision making. It also facilitates liquidityperformance comparisons from company to company. Adjusted EBITDA as a liquidityperformance measure eliminates potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact of changes in effective tax rates on periods or companies) and the age and book depreciation and amortization of tangible and intangible assets (affecting relative depreciation and amortization expense). We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties in evaluating the liquidityperformance of other mobile operators in the telecommunications industry in Europe, many of which present Adjusted EBITDA when reporting their results.

Nevertheless, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for analysis of, our results of operations, as reported under IFRS as issued by the IASB.

IFRS.

Some of these limitations are:

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We compensate for these limitations by relying primarily on our results under IFRS as issued by the IASB and using Adjusted EBITDA measures only supplementally. See “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statementsConsolidated Financial Statements contained elsewhere in this annual report.

The following table provides a reconciliation of Adjusted EBITDA, as calculated using financial data prepared in accordance with IFRS as issued by the IASB, to net cash from operating activities,profit, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.

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		Year ended December 31,
		2015				2014				2013				2012				2011
		(Million TRY)
Adjusted EBITDA			4,140.5				3,761.8				3,544.5				3,241.5				2,912.9
Finance income/(costs)			(43.4	)			(291.6	)			555.3				467.5				17.3
Monetary gain			—				205.1				176.9				169.9				273.5
Other operating income/(expense)			(225.9	)			(76.3	)			(58.9	)			(105.2	)			(218.5	)
Share of profit of equity accounted investees			367.3				207.3				297.3				218.5				227.1
Depreciation and amortization			(1,667.8	)			(1,639.4	)			(1,594.4	)			(1,411.7	)			(1,592.9	)
Consolidated profit before income tax			2,570.7				2,166.9				2,920.7				2,580.5				1,619.4
Income tax expense			(667.1	)			(730.4	)			(591.4	)			(522.5	)			(485.0	)
Profit for the period			1,903.6				1,436.5				2,329.3				2,058.0				1,134.4

The following table presents selected operational data:

I. Operating Results

(1)The population of Turkey for 2013, 2012 and 2011 is based on TUIK’s announcements.

(2)   For a discussion of how these metrics affect our revenues, please see “Item 5A. Operating Results, – VI. Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012 — a. Revenues”.

(3)Subscriber numbers do not include subscribers in Ukraine, Belarus, Northern Cyprus and Germany or those of Fintur subsidiaries.

(4)We calculate average revenue per user (“ARPU”) using the weighted average number of our subscribers during the period.  ARPU does not include the results of our operations in Ukraine, Belarus, Northern Cyprus and Germany or those of Fintur subsidiaries.

(5)Average monthly minutes of use per subscriber is calculated by dividing the total number of incoming and outgoing airtime minutes of use by the average monthly sum of postpaid and prepaid subscribers for the year divided by twelve.  Our Minutes of Usage (“MoU”) calculation does not include our operations in Ukraine, Belarus, Northern Cyprus and Germany or those of Fintur subsidiaries.

(6)Churn rate is the percentage calculated by dividing the total number of subscriber disconnections during a certain period by the average number of subscribers for the same period.  For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of gross subscribers acquired during the period.  Churn refers to subscribers that are both voluntarily and involuntarily disconnected from our network.  Our churn calculations do not include our operations in Ukraine, Belarus, Northern Cyprus and Germany or those of Fintur subsidiaries.

(7)See “Item 6.D. Employees” for information concerning our consolidated subsidiaries.

II. Exchange Rate Data

The Federal Reserve Bank of New York does not report, and historically has not reported, a noon buying rate for the Turkish Lira. For the convenience of the reader, this annual report presents translations of certain Turkish Lira amounts into U.S. Dollars at the relevant Turkish Lira exchange rate for purchases of U.S. Dollars at the $/TRY exchange rate announced by the CBRT.  AsCentral Bank of January 1, 2006, any balance sheet data (monetary or non-monetary), except for equity items in U.S. Dollars derived from our consolidated financial statements,

Republic of Turkey (“CBRT”). The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to TRY from Turkish Lira into U.S. Dollarsthe functional currency of the foreign operation at foreign exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to TRY at monthly average exchange rates excluding foreign operations in hyperinflationary economies which are translated to TRY at exchange rates at the balance sheetreporting date.

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Income and expenses for each income statement except foreign operations in hyperinflationary economies (including comparatives) are translated to U.S. Dollars at monthly average exchange rates.

The income and expenses of foreign operations in hyperinflationary economies are translated into USDto TRY at the exchange rate as ofat the reporting date. Prior to translating the financial statements of foreign operations in hyperinflationary economies, (Republic of Belarus), their financial statements for the current period are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the reporting date.  Unless otherwise indicated, the $/TRY exchange rate used in this annual report is the $/TRY exchange rate in respect of the date of the financial information being referred to. As stated in the annual monetary and exchange rate policy announcements of the CBRT, which have been published since 2002, the foreign exchange rate is not a policy tool or target; it is determined by the supply and demand conditions in the market. Along with inflation targeting, the CBRT announced that it will continue to support financial stability and the implementation of the floating exchange rate regime in 2014.2016.

The hyperinflationary period in Turkey ceased by December 31, 2005 and commenced in Belarus on January 1, 2011 and ceased by January 1, 2015. Accordingly, the economy of Belarus was considered to transit out of hyperinflationary status and determined to cease applying IAS 29 starting from January 1, 2015.

The following table sets forth, for the periods and the dates indicated, the CBRT’s buying rates for U.S. Dollars. These rates may differ from the actual rates used in preparation of our consolidated financial statementsConsolidated Financial Statements and other information appearing herein. The $/TRY exchange rate on March 14, 201410, 2016 was TRY 2.2244 =2.908= $1.00.

Source: CBRT

(1)Calculated based on the average of the daily exchange rates of each month during the relevant period.

(2)These columns set forth the CBRT’s buying rates for U.S. Dollars expressed in Turkish Lira.

(3)Through March 14, 2014.

Source: CBRT

(1) Through March 14, 2014.

No representation is made that Turkish Lira or the U.S. Dollar amounts as presented in this annual report could have been or could be converted into U.S. Dollars or Turkish Lira, as the case may be, at any particular rate. Changes in the exchange rate between Turkish Lira and U.S. Dollars could affect our financial results. For a discussion of the effects of fluctuating exchange rates on our business, see “Item 5A. Operating Results”.

3.BCapitalization and Indebtedness

Not applicable.

3.CReasons for the Offer and Use of Proceeds

Not applicable.

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