From The Chairman Of The Board Of Directors Of Türk Telekomünikasyon A.Ş. Invitation to the Extraordinary General Assembly Meeting

The Extraordinary General Assembly of our Company shall convene at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler Ankara, at 14:00, on Tuesday, 8th of June, 2010 to negotiate the below-mentioned agenda and reach at a decision thereupon.

Our shareholders whose shares are taken at the custody accounts of investors of the Financial Intermediaries by the Central Registry Agency (CRA) and wish to attend our General Assembly Meeting should act in conformity with the provisions regulating the procedures of the “General Assembly Withholding” set forth on the updated Annex of the General Letter No: 2005/28 concerning the relevant rules of CRA duties and procedures provided at the web address of http://www.mkk.com.tr/MkkComTr/assets/files/tr/yay/formlar/is_bilisim.pdf and have themselves registered into the Withholding List of the General Assembly.

The commencement date of the General Assembly Withholding is at 08.30 a.m., on Monday, 17th of May, 2010 and the last date of withholding is at 05.00 p.m., on Tuesday, 01st of June, 2010. It is hereby requested from our shareholders to apply to CRA or financial intermediaries and block their shares for the General Assembly Meeting within the said time period and have the General Assembly Withholding Letters with them during the General Assembly Meeting.

As mentioned in the General Letter No:294 of CRA, the rightful investors may attend to the General Assembly Meeting after the registration of their shares before CRA pursuant to interim provision 6 of Capital Market Law. It is hereby submitted for the information of our Shareholders that those who do not have themselves registered into the Withholding List of the CRA cannot attend the meeting as per the laws.

This invitation of extraordinary general assembly meeting will also be notified to the shareholders who hold registered shares, by a registered mail according to article 368 of Turkish Commercial Code.

Our shareholders who cannot attend the meeting in person should arrange their proxies in accordance with the attached specimen or provide the proxy form from the headquarter or the website of the company at www.turktelekom.com.tr by complying with requirements stipulated as per the communiqué of the Capital Markets Board Serial: IV, Number: 8 and present their power of attorneys whose signature is certified by the notary public or, for our foreign shareholders, notarized Turkish translation thereof, to the headquarter of our Company at the close of business on Friday, 04th of June, 2010 at the latest.

Our shareholders or their representatives which are appointed in accordance with the foregoing paragraph should have the below mentioned documents with them ready, at the date of the meeting.

  • Identity certificate
  • The General Assembly Withholding Letters for the shareholders whose shares are registered before the banks, financial intermediaries and CRA.
  • The proxies arranged in accordance with the attached specimen, of the representatives who are appointed by our real and legal person shareholders.
  • The notarized Turkish translation of the proxies and the notarized passport copies of the representatives of our foreign shareholders.

It is requested from our shareholders to attain knowledge and attend the meeting on the specified day and hour.

Note: Pursuant to article 11 of Capital Market Law, our shareholders who hold registered shares continuously traded on stock exchanges or other organized markets shall not have a further notification by registered mail.

TÜRK TELEKOMÜNİKASYON A.Ş.
EXTRAORDINARY GENERAL ASSEMBLY MEETING
June 8, 2010

AGENDA

1. Opening and Election of the Chairmanship Committee;

2. Authorizing the Chairmanship Committee to sign the minutes of the Extraordinary General Assembly Meeting, and the List of Attendees;

3. Pursuant to Paragraph (g) of Article 21/6 “Invitation to Meeting and Meeting Quorum” of the Articles of Association of our Company, approval of the acquisition of Invitel Holdings A/S’s international wholesale business (“Invitel International” collectively), comprising the entire issued share capital of Invitel International AG (including its subsidiaries), AT-INVITEL GmbH, Invitel International Hungary Kft and S.C. EuroWeb Romania S.A.;

4. Discussing and voting of authorizing the Board of Directors and/or person(s) to be delegated by the Board of Directors for acquisition of company(s) within the year 2010 up to EUR 300,000,000 (three hundred million) for each acquisition;

5. Discussing and voting of authorizing the Board of Directors to establish SPV(s) when needed in relation to such acquisitions;

6. Other items;

7. Closing.

PROXY SAMPLE FOR EXTRAORDINARY GENERAL ASSEMBLY MEETING

TÜRK TELEKOMÜNİKASYON A.Ş.

I, hereby designate Mr./Mrs. […………………………………………..] as my representative, authorized to represent me/us, propose, vote and sign the necessary documents on my behalf in line with the instructions given below, at the Extraordinary General Assembly Meeting of Türk Telekomünikasyon A.Ş. to be held on Tuesday, 08th of June, 2010, at 14.00 in the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler-Ankara.


A) SCOPE OF REPRESENTATION

a) The proxy is authorized to vote for all the topics in the agenda in line with his own opinion.

b) The proxy is authorized to vote for the topics in the agenda in accordance with the below instructions.

Instructions (Special instructions shall be written)


c) The proxy is authorized to vote in line with the suggestions of the management of the corporation.

d) In issues that may emerge in the meeting, the proxy is authorized to vote in line with the below instructions. (If there is no instruction, the proxy shall vote freely)

Instructions


B) INFORMATION ABOUT THE SHARE OWNED BY THE SHAREHOLDER

a) Group and serial number:

b) Number:

c) Quantity and Nominal Value:

d) Whether they have voting privileges:

e) Whether they are in registered or in bearer form:


NAME SURNAME OR TITLE OF THE SHAREHOLDER:

SIGNATURE:

ADDRESS:


Note:

1. In Section A, one of the options indicated in (a), (b) or (c) shall be chosen. Explanations shall be made for the options (b) and (d).

2. The signature of the principal shareholder should be certified by a notary public.

3. Our foreign shareholders should submit to the headquarter of our company, the Turkish translations of their proxies which have been notarized by a notary public.