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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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| x |
immediately
upon filing
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| o | on (Date) at (Time) |
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per
unit
(1)
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Proposed
maximum
aggregate
offering
price
(2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing two and one-half shares of Turkcell
Iletisim
Hizmetleri A.S.
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100,000,000
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$0.05
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$5,000,000
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$153.50
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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| Item Number and Caption |
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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| (1) | Name and address of Depositary |
Introductory
paragraph
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| (2) |
Title
of American Depositary Receipts and identity
of
deposited securities
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Face
of American Depositary Receipt, top center
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| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented
by
one unit of American Depositary Shares
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Face
of American Depositary Receipt, upper right corner
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||
| (ii) |
Procedure
for voting, if any, the deposited
securities
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Paragraph
(12)
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| (iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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| (iv) |
Transmission
of notices, reports and proxy
soliciting
material
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Paragraphs
(3), (8) and (12)
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| (v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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| (vi) |
Deposit
or sale of securities resulting from
dividends,
splits or plans of reorganization
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Paragraphs
(4), (5), (10) and (13)
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||
| (vii) |
Amendment,
extension or termination of the
Deposit
Agreement
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Paragraphs
(16) and (17)
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| (viii) |
Rights
of holders of receipts to inspect the
transfer
books of the Depositary and the list
of
Holders of receipts
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Paragraph
(3)
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| (ix) |
Restrictions
upon the right to deposit or
withdraw
the underlying securities
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Paragraphs
(1), (2), (4), and (5)
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| (x) |
Limitation
upon the liability of the Depositary
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Paragraph
(14)
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| (3) | Fees and Charges |
Paragraphs
(7)
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| Item Number and Caption |
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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||
| (b) |
Statement
that Turkcell Iletisim Hizmetleri A.S is subject to the periodic
reporting
requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Commission, and that such reports
can be
inspected by holders of American Depositary Receipts and copied at
public
reference facilities maintained by the Commission in Washington,
D.C.
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Paragraph
(8)
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(a)(1)
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Form
of Deposit Agreement.
Form
of Deposit Agreement among Turkcell Iletisim Hizmetleri A.S., JPMorgan
Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York),
as
depositary (the "Depositary"), and all holders from time to time
of ADRs
issued thereunder (the "Deposit Agreement"). Previously filed as
Exhibit
(a) (1) to
Registration Statement No. 333-12172
which is incorporated herein by
reference.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement.
Form
of Amendment to Deposit Agreement. Previously filed or incorporated
by
reference as Exhibit (a) (2) to- Registration
Statement No. 333-120618
(or an amendment thereto) which is incorporated herein by
reference.
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(a)(3)
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Form
of Amendment No. 2 to Deposit Agreement. Form
of Amendment No. 2 to Deposit Agreement. Previously filed as Exhibit
(a)
(3) to
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(a)(4)
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Form
of Amendment No. 3 to Deposit Agreement. Form
of Amendment No. 3 to Deposit Agreement, including form of ADR.
Filed
herewith as Exhibit (a)(4).
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(b)
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Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
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(c)
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Every
material contract relating to the deposited securities between
the
Depositary and the issuer of the deposited securities in effect
at any
time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power
of Attorney.
Included as part of the signature pages
hereto.
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(a)
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The
Depositary hereby undertakes to make available at the principal
office of
the Depositary in the United States, for inspection by holders
of the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to
anyone upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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Legal
entity created by the form of Deposit Agreement
for
the issuance of ADRs evidencing American
Depositary
Shares
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By:
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JPMORGAN
CHASE BANK, N.A., as
Depositary
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By:
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/s/
Melinda L. VanLuit
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Name:
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Melinda
L. VanLuit
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Title:
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Vice
President
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Turkcell
Iletisim Hizmetleri A.S.
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By:
/s/
Süreyya Ciliv
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Name:
Süreyya Ciliv
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Title:
Chief Executive Officer
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By:
/s/
Serkan
Okandan
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Name:
Serkan Okandan
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Title:
Chief Financial Officer
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| Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated: | |||
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Signature
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Title
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Date
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/s/
Mehmet Emin Karamehmet
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Chairman
of the Board of Directors
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May
11, 2007
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Mehmet
Emin Karamehmet
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/s/
Süreyya Ciliv
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Chief
Executive Officer
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May
11, 2007
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Süreyya
Ciliv
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/s/
Serkan Okandan
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Chief
Financial Officer
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May
11, 2007
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Serkan
Okandan
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/s/
Erdal Asim Durukan
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Member
of the Board of Directors
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May
11, 2007
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Erdal
Asim Durukan
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/s/
Mehmet Bulent Ergin
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Member
of the Board of Directors
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May
11, 2007
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Mehmet
Bulent Ergin
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Member
of the Board of Directors
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______,
2007
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Anders
Igel
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/s/
Oleg Malis
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Member
of the Board of Directors
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May
11, 2007
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Oleg
Malis
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/s/
Alexey Khudyakov
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Member
of the Board of Directors
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May
11, 2007
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Alexey
Khudyakov
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Member
of the Board of Directors
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______,
2007
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Colin
J. Williams
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/s/
Donald J. Puglisi
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Authorized
Representative in the United States
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May
11, 2007
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Puglisi
& Associates
By:
Donald J. Puglisi
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Exhibit
Number
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(a)(4)
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Form
of Amendment No. 3 to Deposit Agreement
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(d)
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Opinion
of counsel to the Depositary
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(e)
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Rule
466 Certification
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