FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of February 2010

Commission File Number 001-15092


TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name into English)

Turkcell Plaza
Mesrutiyet Caddesi No. 153
34430 Tepebasi
Istanbul, Turkey
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F:   ý      Form 40-F:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

  Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

  Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.



 


EXHIBIT INDEX

  99.1   Press Release dated February 25, 2010  (“Turkcell Appoints New Chairman”)
  99.2   Press Release dated February 25, 2010  (“Addition of an Item to the Annual General Assembly Agenda”)

 

 

 



EXHIBIT 99.1




 

25/02/2010

TURKCELL APPOINTS NEW CHAIRMAN

 

Subject: Statement made pursuant to Circular VIII, No: 54 of the Capital Markets Board

 

Istanbul Stock Exchange

ISTANBUL

 

On February 25, 2010, Turkcell’s Board of Directors appointed Mr. Colin J. Williams as the Chairman of the Board of Directors effective immediately. Mr. Williams has been an independent member of the Board of Directors at Turkcell since May 22, 2006 and has held the position of Chairman of the Audit Committe since July 21, 2006.

Commenting on his appointment as Chairman, Mr. Colin J. Williams said: “The Board is indebted to Mr Mehmet Emin Karamehmet, who remains a Board member, for his guidance as Chairman, which has been instrumental in the development of Turkcell Group.

 

We hereby confirm that the above-mentioned explanations are furnished as per the provisions of the Communiqué Serial no VIII/54, that they reflect all information we have gathered so far, that they are in accordance with our corporate documents, that we have used all endeavors to collect the complete and true related information and that we assume the responsibility for this disclosure

 

TURKCELL ILETISIM HIZMETLERI A.S.

 

For further information please e-mail to investor.relations@turkcell.com.tr

or call Turkcell Investor Relations (+ 90 212 313 1888)

 

 


EXHIBIT 99.2




 

25/02/2010

 

ADDITION OF AN ITEM TO THE ANNUAL GENERAL ASSEMBLY AGENDA

 

Subject: Statement made pursuant to Circular VIII, No: 54 of the Capital Markets Board

 

Istanbul Stock Exchange

ISTANBUL

 

Turkcell’s Board of Directors decided today to include the “Submittal for the approval of the temporary election of the board members made by the Board of Directors during the previous year in order to fill the vacancies and approval thereof” on the agenda of the Annual General Assembly, which will be held on April 29, 2010 as resolved on its meeting dated January 26, 2010.

 

We hereby confirm that the above-mentioned explanations are furnished as per the provisions of the Communiqué Serial no VIII/54, that they reflect all information we have gathered so far, that they are in accordance with our corporate documents, that we have used all endeavors to collect the complete and true related information and that we assume the responsibility for this disclosure

 

TURKCELL ILETISIM HIZMETLERI A.S.

 

For further information please e-mail to investor.relations@turkcell.com.tr

or call Turkcell Investor Relations (+ 90 212 313 1888)

 

 



 

 

 

SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TURKCELL ILETISIM HIZMETLERI A.S.


Date:  February 26, 2010 By:   /s/ Koray Öztürkler                       
Name:   Koray Öztürkler
Title:      Chief Corporate Affairs Officer


TURKCELL ILETISIM HIZMETLERI A.S.


Date:  February 26, 2010 By:   /s/ Nihat Narin                                  
Name:   Nihat Narin
Title:     Investor & Int. Media Relations - Division Head