Edgar Filing: KARAMEHMET MEHMET EMIN

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*

TURKCELL ILETISIM HIZMETLERI A.S.
---------------------------------
(Name of Issuer)

Ordinary Shares, nominal value TRY 0.001 per share
--------------------------------------------------
(Title of Class of Securities)

900111204
--------------
(CUSIP Number)

Mr. Ibrahim Demirtas
Buyukdere Cad. Yapi Kredi Plaza
A Blok K. 15 34330
Levent, Istanbul, Turkey
Tel: +90 212 280 1111
Fax: +90 212 280 5893
Copy to Mr. Emre Derman
Derman Ortak Avukat Burosu
Maya Akar Center Buyukdere Cad. No. 100/17 Esentepe 34394 Istanbul, Turkey
Tel: +90 212 355 1300
Fax: +90 212 355 1301
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 25, 2005
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

SCHEDULE 13D Page 2 of 27

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.

SCHEDULE 13D Page 3 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Mehmet Emin Karamehmet
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
orr 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

Turkey
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 250,415,403.684 ordinary shares
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 945,992,544.110 ordinary shares
Person With ------------------------------------------------------------
9. Sole Dispositive Power
250,415,403.684 ordinary shares
------------------------------------------------------------
10. Shared Dispositive Power
945,992,544.110 ordinary shares
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,196,407,947.794 ordinary shares
--------------------------------------------------------------------------------
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

64.5% of ordinary shares
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------

SCHEDULE 13D Page 4 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Buselten Finance S.A.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

Panama
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 250,415,403.684 ordinary shares
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 945,992,544.110 ordinary shares
Person With ------------------------------------------------------------
9. Sole Dispositive Power
250,415,403.684 ordinary shares
------------------------------------------------------------
10. Shared Dispositive Power
945,992,544.110 ordinary shares
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

64.5% of ordinary shares
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC
--------------------------------------------------------------------------------

SCHEDULE 13D Page 5 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Karamko Imalat Ziraat Endustri ve Ticaret A.S.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

SCHEDULE 13D Page 6 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Cukurova Holding A.S.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

SCHEDULE 13D Page 7 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Cukurova Finance International Limited
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

British Virgin Islands
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 0
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 945,992,544.110 ordinary shares
Person With ------------------------------------------------------------
9. Sole Dispositive Power
0
------------------------------------------------------------
10. Shared Dispositive Power
945,992,544.110 ordinary shares
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

945,992,544.110 ordinary shares
--------------------------------------------------------------------------------
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

51.0% of ordinary shares
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC
--------------------------------------------------------------------------------

SCHEDULE 13D Page 8 of 27

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Cukurova Telecom Holdings Limited
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

British Virgin Islands
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 945,992,544.110 ordinary shares
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 0
Person With ------------------------------------------------------------
9. Sole Dispositive Power
945,992,544.110 ordinary shares
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

SCHEDULE 13D Page 9 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Turkcell Holding A.S.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

Turkey
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 945,992,544.110 ordinary shares
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 0
Person With ------------------------------------------------------------
9. Sole Dispositive Power
945,992,544.110 ordinary shares
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

SCHEDULE 13D Page 10 of 27

CUSIP No. 900111204
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Cukurova Investments N.V.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]

--------------------------------------------------------------------------------
6. Citizenship of Place of Organization

Netherlands Antilles
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Bene- 111,172,778.485 ordinary shares
ficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting 0
Person With ------------------------------------------------------------
9. Sole Dispositive Power
111,172,778.485 ordinary shares
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person

111,172,778.485 ordinary shares
--------------------------------------------------------------------------------
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

5.99% of ordinary shares
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
HC
--------------------------------------------------------------------------------

SCHEDULE 13D Page 11 of 27

Item 1. Security and Issuer.

This Statement on Schedule 13D (this "Statement") relates to ordinary shares,
YTL 0.001 par value per share (the "Shares"), of Turkcell Iletisim Hizmetleri
A.S. (the "Issuer"). The address of the principal executive office of the Issuer
is Turkcell Plaza, Mesrutiyet Caddesi No 153, Tepebasi, Istanbul, Turkey.

Item 2. Identity and Background

This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):

(i) Mr. Mehmet Emin Karamehmet;

(ii) Buselten Finance S.A. ("Buselten");

(iii) Karamko Imalat Ziraat Endustri ve Ticaret A.S. ("Karamko");

(iv) Cukurova Holding A.S. ("Cukurova Holding");

(v) Cukurova Finance International Limited ("Cukurova Finance International");

(vi) Cukurova Telecom Holdings Limited ("Cukurova Telecom Holdings");

(vii) Turkcell Holding A.S. ("Turkcell Holding"); and

(viii) Cukurova Investments N.V. ("Cukurova Investments").

The agreement between the Reporting Persons relating to the joint filing of this
Statement is attached as Exhibit A hereto.

The Reporting Persons

Mr. Mehmet Emin Karamehmet is a Turkish citizen with his business address at
Buyukdere Cad. Yapi Kredi Plaza A Blok K: 15 34330 Levent, Istanbul, Turkey.
Mehmet Emin Karamehmet is the chairman of the board of directors of Cukurova
Holding, a Turkish joint stock company with its principal address at Buyukdere
Cad. Yapi Kredi Plaza A Blok K: 15 34330 Levent, Istanbul, Turkey. The principal
business of Cukurova Holding is to function as a holding company. Mehmet Emin
Karamehmet is the holder of 100% of the outstanding shares of Buselten and, in
such capacity, may be deemed to be a beneficial owner of the Shares held
directly by Turkcell Holding, Cukurova Holding, Cukurova Investments and T.
Genel Sigorta A.S.

Buselten is a Panamian stock corporation, with its principal address at 53rd
Street, Urbanization Obarrio Swiss Tower, 16th Floor, Republic of Panama. The
principal business of Buselten is to function as a holding company. Buselten is
the holder of 99.62% of the total outstanding shares in Karamko and, in such
capacity, may be deemed to be a beneficial owner of the Shares held directly by
Turkcell Holding, Cukurova Holding, Cukurova Investments and T. Genel Sigorta
A.S. Current information concerning the identity and background of the directors
and executive officers of Buselten is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.

SCHEDULE 13D Page 12 of 27

Karamko is a Turkish joint stock company, with its principal address at
Buyukdere Caddesi Yapi Kredi Plaza A Blok Kat 15/1 Levent, Istanbul, Turkey. The
principal business of Karamko is to function as a holding company. Karamko is
the direct holder of 58.26% of the total outstanding shares in Cukurova Holding
and directly and indirectly holds 94.82% thereof and, in such capacity, may be
deemed to be a beneficial owner of the Shares held by Turkcell Holding, Cukurova
Holding, Cukurova Investments and T. Genel Sigorta A.S. Current information
concerning the identity and background of the directors and executive officers
of Karamko is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.

Cukurova Holding is a Turkish joint stock company, with its principal address at
Buyukdere Cad. Yapi Kredi Plaza A Blok K: 15 34330 Levent, Istanbul, Turkey. The
principal business of Cukurova Holding is to function as a holding company.
Cukurova Holding is the holder of 100% of the outstanding shares in Cukurova
Finance International and 100% of the outstanding shares in Cukurova Investments
and in such capacity, may be deemed to be a beneficial owner of the Shares held
by Turkcell Holding, Cukurova Investments and T. Genel Sigorta A.S. Cukurova
Holding is the direct holder of 7.43% of the total outstanding Shares in the
Issuer. Current information concerning the identity and background of the
directors and executive officers of Cukurova Finance International is set forth
in Annex A hereto, which is incorporated by reference in response to this Item
2.

Cukurova Finance International is a British Virgin Islands company, with its
principal address at P.O. Box 71 Craigmuir Chambers Road Town, Tortola, British
Virgin Islands. The principal business of Cukurova Finance International is to
function as a holding company. Cukurova Finance International is the holder of
51.0% of the total outstanding shares in Cukurova Telecom Holdings and, in such
capacity, may be deemed to be a beneficial owner of the Shares held by Turkcell
Holding. Current information concerning the identity and background of the
directors and executive officers of Cukurova Finance International is set forth
in Annex A hereto, which is incorporated by reference in response to this Item
2.

Cukurova Telecom Holdings is a British Virgin Islands company, with its
principal address at P.O. Box 71, Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands. The principal business of Cukurova Telecom Holdings is
to function as a holding company. Cukurova Telecom Holdings is the holder of
52.91% of the total outstanding shares in Turkcell Holding and, in such
capacity, may be deemed to be a beneficial owner of the Shares held by Turkcell
Holding. Current information concerning the identity and background of the
directors and executive officers of Cukurova Telecom Holdings is set forth in
Annex A hereto, which is incorporated by reference in response to this Item 2.

Turkcell Holding is a Turkish joint stock company, with its principal address at
Buyukdere Caddesi Yapi Kredi Plaza A Blok Kat 15 34330 Levent, Istanbul, Turkey.
The principal business of Turkcell Holding A.S. is to function as a holding
company. Turkcell Holding is the holder of 51.0% of the total outstanding Shares
in the Issuer. Current information concerning the identity and background of the
directors and executive officers of Turkcell Holding is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.

Cukurova Investments is a Netherlands Antilles company, with its principal
address at De Ruyterkade 62, Curacao, Netherlands Antilles. The principal
business of Cukurova Investments is to function as a holding company. Cukurova
Investments is the direct holder

SCHEDULE 13D Page 13 of 27

of 5.99% of the total outstanding Shares in the Issuer. Current information
concerning the identity and background of the directors and executive officers
of Cukurova Investments is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of
the Reporting Persons' knowledge, no other person identified in response to this
Item 2 has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it or he or she is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in Item 6 hereof is hereby incorporated by reference
into this Item 3.

Pursuant to the Subscription Agreement (as defined in Item 6), Alfa Telecom
Turkey Limited ("Alfa Telecom Turkey"), a British Virgin Islands company,
subscribed for a Convertible Bond (as defined in Item 6) and Special Share (as
defined in Item 6) from Cukurova Telecom Holding for an aggregate purchase price
of $1,593,000,000 (the "Alfa Subscription Price"). On November 25, 2005, the
Convertible Bond was issued and immediately converted by Alfa Telecom Turkey
into 49 shares in Cukurova Telecom Holding, representing 49.0% of the issued and
outstanding share capital of Cukurova Telecom Holding, and in connection with
such conversion the one special share was cancelled.

Pursuant to the Subscription Agreement, Cukurova Finance International borrowed
$1,707,000,000 (the "Cukurova Subscription Price") from Alfa Telecom Turkey
pursuant to a loan with a 6-year maturity.

Cukurova Telecom Holdings utilized the Alfa Subscription Price, plus the
Cukurova Subscription Price which it received from Cukurova Finance
International (which Cukurova Subscription Price was paid by Cukurova Finance
International to subscribe for 49 additional shares in Cukurova Telecom
Holdings, which, when added to the two shares in Cukurova Telecom Holdings
previously held by Cukurova Finance International, represents 51.0% of the
issued and outstanding share capital of Cukurova Telecom Holdings) to acquire as
part of a series of transactions 241,428,327 shares in Turkcell Holding,
representing 52.91% of the issued and outstanding share capital of Turkcell
Holding, from Cukurova Holding and various of its affiliates, as further
described in Item 6 hereof.

Cukurova Holding utilized a portion of the Cukurova Subscription Price to
purchase shares of Turkcell Holding and the Issuer from Yapi ve Kredi Bankasi
A.S. ("Yapi Kredi") in connection with its option to purchase shares of Turkcell
Holding and the Issuer from Yapi Kredi, as further described in Item 6 hereof.

Item 4. Purpose of Transaction

The information set forth in Item 6 hereof is hereby incorporated by reference
into this Item 4.

SCHEDULE 13D Page 14 of 27

Cukurova Telecom Holdings has acquired shares of Turkcell Holding from Cukurova
Holding, and Cukurova Finance International transferred 49 shares of Cukurova
Telecom Holdings to Alfa Telecom Turkey for investment purposes, in each case as
more fully described below and in the documents described in Item 6 and attached
as Exhibits hereto.

Pursuant to the shareholders agreement executed between Sonera Holding B.V. and
Cukurova Holding, Cukurova Holding has a right to appoint four members and
Sonera Holding B.V. has a right to appoint three members to the seven-member
board of directors of Turkcell Holding and each Cukurova Holding and Sonera
Holding B.V. has a right to nominate two individuals for the appointment to the
seven-member board of directors of the Issuer. The shareholders agreement is set
forth in Exhibit D hereto, which is incorporated by reference in response to
this Item 5.

Pursuant to the terms of the Subscription Agreement, the Cukurova Parties (as
defined in Item 6) undertook to take all steps necessary to ensure that two
persons nominated by Alfa Telecom Turkey are placed on the board of directors of
Turkcell Holding, two persons nominated by Alfa Telecom Turkey are nominated for
election to the board of directors of the Issuer. Alfa Telecom Turkey and
Cukurova Parties also agreed to further nominate another person jointly to the
board of directors of the Issuer. As of the date of this Statement, the persons
identified by Alfa Telecom Turkey have not yet been elected to the boards of
directors of Turkcell Holding or the Issuer. As of the date of this Statement,
the further person to be nominated jointly by Alfa Telecom Turkey and the
Cukurova Parties has not been selected and has not been nominated for election
to the board of directors of the Issuer. As directors of Turkcell Holding and
the Issuer, these directors may have influence over the corporate activities of
the Issuer, including activities which may relate to transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. In addition, as a
result of their beneficial ownership positions, the Reporting Persons may have
influence over the corporate activities of the Issuer, including activities
which may relate to transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.

The Reporting Persons may, from time to time, and reserve the right to, change
their plans or intentions and to take any and all actions that they deem
appropriate to maximize the value of their investment. As part of their effort
to maximize the value of their direct and indirect investment, the Reporting
Persons may, from time to time, consider, evaluate, and propose various possible
transactions involving the Issuer or its subsidiaries, which could include,
among other things:

(i) the possible direct or indirect acquisition of additional securities of the
Issuer;

(ii) the possible disposition of any securities of the Issuer owned directly or
indirectly by them;

(iii) possible extraordinary corporate transactions (such as a merger,
consolidation, or reorganization) involving the Issuer or any of its
subsidiaries; or

(iv) the possible sale or transfer of a material amount of assets of Issuer or
its subsidiaries.

The Reporting Persons may also, from time to time, formulate other plans or
proposals regarding the Issuer or its securities to the extent deemed advisable
in light of market conditions, subsequent developments affecting the Issuer, the
general business and future prospects of the Issuer, tax considerations, or
other factors.

SCHEDULE 13D Page 15 of 27

Item 5. Interest in Securities of the Issuer

(a) (i) As described in Item 6, which is incorporated by reference into this
Item 5, Cukurova Telecom Holdings may be deemed to be the beneficial owner of
the 945,992,544.110 Shares held by Turkcell Holding, representing 51.0% of the
issued and outstanding share capital of the Issuer, by virtue of Cukurova
Telecom Holdings' ownership of 52.91% of the issued and outstanding share
capital of Turkcell Holding.

Furthermore, each of Mehmet Emin Karamehmet, Buselten, Karamko and Cukurova
Holding may be deemed the beneficial owner of the 1,196,407,947.794 Shares,
representing approximately 64.5% of the total number of Shares outstanding, by
virtue of (i) the 945,992,544,110 Shares held by Turkcell Holding, representing
51.0% of the issued and outstanding share capital of the Issuer, through
Cukurova Finance International, a wholly owned subsidiary of Cukurova Holding
that holds 51.0% of the issued and outstanding share capital of Cukurova Telecom
Holdings and the rights that Cukurova Finance International has by virtue of
such holding and the terms of the Shareholders Agreement (as defined in Item 6);
(ii) the 137,864,095.015 Shares directly held by Cukurova Holding representing
7.43% of the total outstanding Shares in the Issuer; (iii) the 111,172,778.485
Shares held by Cukurova Investments representing 5.99% of the total outstanding
Shares in the Issuer; and (iv) 1,378,530.184 Shares directly held by T. Genel
Sigorta A.S., an affiliated company of Cukurova Holding representing 0.07% of
the total outstanding Shares in the Issuer.

Cukurova Finance International may be deemed the beneficial owner of the
945,992,544.110 Shares held by Turkcell Holding, representing 51.0% of the total
number of Shares outstanding, through its holding of 51.0% of the issued and
outstanding share capital of Cukurova Telecom Holdings and the rights that it
has by virtue of such holding and the terms of the Shareholders Agreement (as
defined in Item 6).

Cukurova Investments may be deemed the beneficial owner of the 111,172,778.485
Shares directly held by it, representing 5.99% of the issued and outstanding
share capital of the Issuer.

To the best of the Reporting Persons' knowledge, other than the Reporting
Persons and other than the persons identified below, none of the persons named
in Item 2 beneficially owns any Shares: (a) Mehmet Emin Karamehmet may be deemed
the beneficial owner of the 37,998.638 Shares directly held by him, representing
0.002% of the issued and outstanding share capital of the Issuer; (b) Bulent
Ergin may be deemed the beneficial owner of the 21,692 Shares directly held by
him, representing 0.001% of the issued and outstanding share capital of the
Issuer; (c) Sadi Gucum may be deemed the beneficial owner of the 6,059.292
Shares directly held by him, representing 0.0% of the issued and outstanding
share capital of the Issuer; and (d) Semra Gokalp may be deemed the beneficial
owner of the 1,093.08 Shares directly held by her, representing 0.0% of the
issued and outstanding share capital of the Issuer.

(ii) Cukurova Finance International, Cukurova Telecom Holdings and Alfa Telecom
Turkey have entered into a Shareholders Agreement with respect to Cukurova
Finance International's and Alfa Telecom Turkey's ownership interests in
Cukurova Telecom Holdings, as described in Item 6 hereof, which, among other
things, contains a provision requiring that if and to the extent certain persons
affiliated with Cukurova Finance International and/or Alfa Telecom Turkey hold
Shares, other than those Shares held by Cukurova Telecom Holdings, Cukurova
Finance International or Alfa Telecom Turkey, as the case may be, will procure
that such

SCHEDULE 13D Page 16 of 27

Shares are voted as agreed between Cukurova Finance International and Alfa
Telecom Turkey at the board of directors of Cukurova Telecom Holdings. As a
result, the Reporting Persons may be deemed to be part of a group with Alfa
Telecom Turkey within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934. Reference is made to such statements on Schedule 13D or Schedule
13G as have been or may be filed with the Securities and Exchange Commission by
Alfa Telecom Turkey, its 100% owner Alfa Finance Holdings SA, or any of their
affiliates (together, the "Alfa Group"), for information regarding such
entities, their respective beneficial ownership of Shares, and any changes to
such respective beneficial ownership of Shares. To the best of the Reporting
Persons' knowledge, as of November 25, 2005, the Alfa Group may be deemed to
beneficially own the Shares held by Turkcell Holding. The filing of this
Statement shall not be construed as an admission that any of the Reporting
Persons or any other person named in Item 2 hereof is the beneficial owner of
any Shares held by the Alfa Group (other than Turkcell Holding).

(b) As described in Item 6, which is incorporated by reference into this Item 5,
Cukurova Telecom Holdings may be deemed to have the sole power to vote or direct
the vote, and sole power to dispose or direct the disposition of, the
945,992,544.110 Shares held by Turkcell Holding, representing 51.0% of the total
number of Shares outstanding, by virtue of Cukurova Telecom Holdings' 52.91%
interest in Turkcell Holding. Turkcell Holding may be deemed to have the sole
power to vote, or direct the vote, and sole power to dispose and direct the
disposition of, the 945,992,544.110 Shares representing 51.0% of the total
number of Shares of the Issuer.

Each of Mehmet Emin Karamehmet, Buselten, Karamko and Cukurova Holding may be
deemed to have the sole power to vote or direct the vote, and sole power to
dispose or direct the disposition of, 250,415,403.684 Shares as a result of (i)
the direct ownership by Cukurova Holding of 137,864,095.015 Shares (representing
7.43% of the total number of Shares outstanding), (ii) the direct ownership by
Cukurova Investments of 111,172,778.485 Shares (representing 5.99% of the total
number of Shares outstanding and (iii) the direct ownership by T. Genel Sigorta
A.S. of 1,378,530.184 Shares (representing 0.07% of the total number of Shares
outstanding). Each of Cukurova Holding, Cukurova Investments and T. Genel
Sigorta A.S. may be deemed to have the sole power to vote or direct the vote,
and sole power to dispose or direct the disposition of the number of shares
directly owned by it.

Each of Mehmet Emin Karamehmet, Buselten, Karamko, Cukurova Holding and Cukurova
Finance International may also be deemed to have shared power to vote or direct
the vote, and shared power to dispose or direct the disposition of, the
945,992,544.110 Shares held by Turkcell Holding, representing 51.0% of the total
number of Shares outstanding. Each of Mehmet Emin Karamehmet, Buselten, Karamko,
Cukurova Holding and Cukurova Finance International share such power to vote or
direct the vote, and to dispose of or direct the disposition of, the Shares held
for the account of Turkcell Holding with Alfa Telecom Turkey by virtue of Alfa
Telecom Turkey's and Cukurova Finance International's joint ownership of
Cukurova Telecom Holdings (in which Cukurova Finance International holds 51.0%
of the ownership interest and Alfa Telecom Turkey holds the remaining 49.0%
interest) and the provisions of the Shareholders Agreement (as defined in Item
6). The Reporting Persons do not know, or have reason to know, the information
required by Item 2 with respect to the entities within Alfa Group that may be
deemed to share such power with the Reporting Persons. Reference is made to such
statements on Schedule 13D or Schedule 13G as have been or may be filed with the
Securities and Exchange Commission by such entities for information required by
Item 2.

SCHEDULE 13D Page 17 of 27

To the best of the Reporting Persons' knowledge, other than the Reporting
Persons other than the persons identified below, none of the persons named in
Item 2 has the sole or shared power to vote or direct the voting of, or to
dispose or direct the disposition of, any Shares: (a) Mehmet Emin Karamehmet may
be deemed the beneficial owner of the 37,998.638 Shares directly held by him,
representing 0.002% of the issued and outstanding share capital of the Issuer;
(b) Bulent Ergin may be deemed the beneficial owner of the 21,692 Shares
directly held by him, representing 0.001% of the issued and outstanding share
capital of the Issuer; (c) Sadi Gucum may be deemed the beneficial owner of the
6,059.292 Shares directly held by him, representing 0.0% of the issued and
outstanding share capital of the Issuer; and (d) Semra Gokalp may be deemed the
beneficial owner of the 1,093.08 Shares directly held by her, representing 0.0%
of the issued and outstanding shares capital of the Issuer.

(c) To the best of the Reporting Persons' knowledge, there have been no
transactions effected with respect any Shares during the past 60 days by any of
the persons named in response to Item 2.

(d) Sonera Holding B.V. is the holder of 47.09% of the shares of Turkcell
Holding, and as such has the right to receive 47.09% of any dividends from, or
the proceeds from the sale of, the Shares held by Turkcell Holding.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

Cukurova Holding was one of the founding shareholders of the Issuer in 1993
together with four other founding shareholders (Posti-ja Telelaitos; Ericcson
Telekommunikasyon A.S.; Kavala Yatirim A.S. and Huseyin Murat Vargi). Cukurova
Holding and its affiliates were the holders of 52.91% of the total outstanding
Shares of the Issuer at the time of its establishment.

In 2000, Turkcell Holding was formed as a joint venture company among Sonera
Holding B.V. Cukurova Holding and various Cukurova Holding affiliated companies.
Turkcell Holding has been the holder of 51.0% of the total outstanding Shares in
the Issuer since 2000. The Cukurova affiliated companies had the right to
appoint four members of the seven-member board of directors of Turkcell Holding
and to nominate two members of the seven-member board of directors of the
Issuer. Certain Shares beneficially owned by Mehmet Emin Karamehmet continued to
be held in affiliated companies. In 2000, the Issuer completed an initial public
offering with the listing of its ordinary shares on the Istanbul Stock Exchange
and its American Depositary Shares on the New York Stock Exchange.

On June 18, 2002, the Banking Regulatory and Supervision Agency of the Republic
of Turkey (the "BRSA") transferred the management and supervision of Pamukbank
T.A.S. to the Savings Deposit Insurance Fund of the Republic of Turkey (the
"SDIF"). Mehmet Emin Karamehmet, Cukurova Holding and other affiliated companies
of Mehmet Emin Karamehmet (the "Cukurova Group") and the BRSA reached an
agreement in 2003 whereby the Cukurova Group agreed to purchase
70,384,299,726Turkcell Holding shares owned by Pamukbank T.A.S. and they were
transferred to Cukurova Group within the same year.

On September 28, 2005, the Cukurova Group transferred its shares in Yapi Kredi
to Kocbank A.S. As a result of such transaction, the Shares of the Issuer owned
by Yapi Kredi (approximately 2.9% of the total Shares then outstanding) and the
shares of Turkcell Holding

SCHEDULE 13D Page 18 of 27

owned by Yapi Kredi (approximately 20.02% of the total shares then outstanding)
were indirectly owned by Kocbank A.S. although Cukurova Holding retained an
option to purchase such Shares of the Issuer and shares of Turkcell Holding. On
November 25, 2005, Cukurova Holding exercised its option to purchase 91,371,168
(representing 20.02%) of the shares in Turkcell Holding and 54,527,523
(representing 2.94%) of the Shares in the Issuer. The shares in Turkcell Holding
were acquired through a series of transactions on the same day by Cukurova
Telecom Holding, and the Shares in the Issuer were purchased by Cukurova
Investments.

On June 1, 2005, Alfa Telecom Turkey, Cukurova Finance International and
Cukurova Holding (together with Cukurova Finance International, the "Cukurova
Parties") entered into a subscription agreement (the "Subscription Agreement").
A copy of the Subscription Agreement is attached hereto as Exhibit B and is
incorporated herein by reference.

Pursuant to the terms of the Subscription Agreement, (i) Cukurova Holding was
obligated to consolidate its and its affiliates' interests and holdings in
Turkcell Holding (except for three shares which remained with Cukurova Holding
and two affiliates to meet certain Turkish corporate law requirements), which
amounted to 241,428,327 shares in Turkcell Holding, representing 52.91% of the
issued and outstanding shares of Turkcell Holding (which amount included
150,057,158 shares held directly by Cukurova Holding and various of its
affiliates immediately prior to closing of the transactions, representing 32.89%
of the issued and outstanding shares of Turkcell Holding, and the 91,371,168
shares over which Cukurova Holding had an option to purchase from Yapi Kredi,
representing 20.02% of the shares in Turkcell Holding), into Cukurova Telecom
Holdings, (ii) Cukurova Finance International was to subscribe for 49 shares in
Cukurova Telecom Holdings for an amount that, when combined with the Alfa
Subscription Price, would be sufficient to accomplish such consolidation, and
which 49 shares would, following the conversion of the Convertible Bond (as
described below), represent 51.0% of the issued and outstanding share capital of
Cukurova Telecom Holdings, and (iii) Alfa Telecom Turkey would subscribe for a
convertible bond (the "Convertible Bond") and one share (the "Special Share"),
both issued by Cukurova Telecom Holdings, in return for the payment by Alfa
Telecom Turkey to Cukurova Telecom Holding of aggregate consideration equal to
the Alfa Subscription Price. The Convertible Bond would be convertible into 49
shares of Cukurova Telecom Holdings, which following such conversion would
represent 49.0% of the issued and outstanding share capital of Cukurova Telecom
Holding. Upon conversion of the Convertible Bond, the Special Share would be
cancelled by Cukurova Telecom Holdings. Turkcell Holding held at the time of the
execution of the Subscription Agreement, and still holds, 945,992,544.110 shares
of the Issuer, representing 51.0% of the issued and outstanding share capital of
the Issuer.

Consummation of the transactions was subject to a number of contingencies
outside our control. On November 25, 2005, the final conditions precedent
contained in the Subscription Agreement were satisfied and the transactions
contemplated by the Subscription Agreement, and described above, were completed,
resulting in Cukurova Telecom Holdings owning 241,428,327 shares in Turkcell
Holding, representing 52.91% of the issued and outstanding share capital of
Turkcell Holding and Cukurova Finance International and Alfa Telecom Turkey
owning 51 and 49 shares in Cukurova Telecom Holdings, respectively, representing
51.0% and 49.0% of the issued and outstanding share capital of Cukurova Telecom
Holdings, respectively. Subsequently, Cukurova Telecom Holding agreed to be
bound by the terms of

SCHEDULE 13D Page 19 of 27

the shareholders agreement executed between Sonera Holding B.V. and Cukurova
Parties and signed the shareholders agreement.

Cukurova Holding has a right to appoint four members to the seven-member board
of directors of Turkcell Holding and nominate two individuals for the
appointment to the seven-member board of directors of the Issuer, pursuant to
the shareholders agreement with Sonera Holding B.V. Pursuant to the Subscription
Agreement, the Cukurova Parties undertook to take all steps necessary to ensure
that two persons nominated by Alfa Telecom Turkey are placed on the board of
directors of Turkcell Holding, two persons nominated by Alfa Telecom Turkey are
placed on the board of directors of the Issuer, and a further person nominated
jointly by Alfa Telecom Turkey and the Cukurova Parties is placed on the board
of directors of the Issuer.

On September 20, 2005, Alfa Telecom Turkey, Cukurova Finance International, and
Cukurova Telecom Holdings entered into a shareholders agreement relating to Alfa
Telecom Turkey's and Cukurova Finance International's interest as shareholders
in Cukurova Telecom Holdings (the "Shareholders Agreement"). The Shareholders
Agreement was contemplated by the terms of the Subscription Agreement and was to
be executed at the completion of the transactions contemplated by the
Subscription Agreement. However, in response to the requirement of the Turkish
Capital Markets Board, Alfa Telecom Turkey, Cukurova Finance International, and
Cukurova Telecom Holdings executed the Shareholders Agreement on September 20,
2005, notwithstanding that the transactions contemplated the Subscription
Agreement had not been completed and, as a result thereof, that at that time
Alfa Telecom Turkey held no interest in Cukurova Telecom Holdings and Cukurova
Telecom Holdings held no interest in Turkcell Holding. A copy of the
Shareholders Agreement is attached hereto as Exhibit C and is incorporated
herein by reference.

The foregoing descriptions of the Subscription Agreement and the Shareholders
Agreement do not purport to be complete and are qualified in their entirety by
the terms of such agreements, which are incorporated herein by reference.

Except as set forth above, the Reporting Persons do not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.

Item 7. Material to be Filed as Exhibits

The Exhibit Index is incorporated herein by reference.

SCHEDULE 13D Page 20 of 27

Signature

After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete, and correct.

MEHMET EMIN KARAMEHMET

December 5, 1005
-------------------------------------
Date

/s/ Mehmet Emin Karamehmet
-------------------------------------
Signature

BUSELTEN FINANCE S.A.

December 5, 1005
-------------------------------------
Date

/s/ Mehmet Emin Karamehmet
-------------------------------------
Signature

Mehmet Emin Karamehmet, Attorney
-------------------------------------
Name/Title

KARAMKO IMALAT ZIRAAT ENDUSTRI VE TICARET A.S.

December 5, 1005
-------------------------------------
Date

/s/ Mehmet Emin Karamehmet
-------------------------------------
Signature

Mehmet Emin Karamehmet, Member of the
-------------------------------------
Board of Directors
-------------------------------------
Name/Title

SCHEDULE 13D Page 21 of 27

CUKUROVA HOLDING A.S.

December 5, 2005 December 5, 2005
----------------------------------- -----------------------------------
Date Date

/s/ Mehmet Emin Karamehmet /s/ Fikri Sadi Gucum
----------------------------------- -----------------------------------
Signature Signature

/s/ Mehmet Emin Karamehmet, Chairman /s/ Fikri Sadi Gucum, Vice Chairman
----------------------------------- -----------------------------------
of the Board of Directors of the Board of Directors
----------------------------------- -----------------------------------
Name/Title Name/Title

CUKUROVA FINANCE INTERNATIONAL LIMITED

December 5, 1005
-------------------------------------
Date

/s/ Hikmet Yasemin Cetinalp
-------------------------------------
Signature

Hikmet Yasemin Cetinalp, Sole Director
--------------------------------------
Name/Title

CUKUROVA TELECOM HOLDINGS LIMITED

December 5, 1005
-------------------------------------
Date

/s/ Hikmet Yasemin Cetinalp
-------------------------------------
Signature

Hikmet Yasemin Cetinalp, Director
-------------------------------------
Name/Title

SCHEDULE 13D Page 22 of 27

TURKCELL HOLDING A.S.

December 5, 2005 December 5, 2005
----------------------------------- -----------------------------------
Date Date

/s/ Mehmet Emin Karamehmet /s/ Osman Berkmen
----------------------------------- -----------------------------------
Signature Signature

/s/ Mehmet Emin Karamehmet, Chairman /s/ Osman Berkman, Member of the
----------------------------------- -----------------------------------
of the Board of Directors Board of Directors
----------------------------------- -----------------------------------
Name/Title Name/Title

CUKUROVA INVESTMENTS N.V.

December 5, 2005 December 5, 2005
----------------------------------- -----------------------------------
Date Date

/s/ Hikmet Yasemin Cetinalp /s/ Fikri Sadi Gucum
----------------------------------- -----------------------------------
Signature Signature

/s/ Hikmet Yasemin Cetinalp, /s/ Fikri Sadi Gucum, Managing
----------------------------------- -----------------------------------
Managing Director Director
----------------------------------- -----------------------------------
Name/Title Name/Title

SCHEDULE 13D Page 23 of 27

ANNEX A

Directors and Officers of Buselten Finance S.A.

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Luis Antonio Davis Garcia President of Buselten Finance S.A. 53rd Street Urbanizacion Obarrio
President Swiss Tower 16th Floor c/o Morgan&
(Panama) Morgan Panama, Republic of Panama

Silvia Miranda Clarke Batista Director of Buselten Finance S.A. 53rd Street Urbanizacion Obarrio
Director Swiss Tower 16th Floor c/o Morgan&
(Panama) Morgan Panama, Republic of Panama

Pamela Damaris Hall Rowe Director of Buselten Finance S.A. 53rd Street Urbanizacion Obarrio
Director Swiss Tower 16th Floor c/o Morgan&
(Panama) Morgan Panama, Republic of Panama

Directors and Officers of Karamko Imalat Ziraat Endustri ve Ticaret A.S.

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Ali Samsa Karamehmet Member of the Board of Directors Buyukdere Cad.
President of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Mehmet Emin Karamehmet Chairman of the Board of Directors Buyukdere Cad.
Vice Chairman of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Semra Gokalp Member of the Board of Directors Buyukdere Cad.
Director of Karamko Imalat Ziraat Endustri Yapi Kredi Plaza A Blok
(Turkey) ve Ticaret A.S. K:15 34330
Levent, Istanbul, Turkey

SCHEDULE 13D Page 24 of 27

Directors and Officers of Cukurova Holding A.S.

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Mehmet Emin Karamehmet Chairman of the Board of Directors Buyukdere Cad.
Chairman of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Ali Samsa Karamehmet Vice Chairman of the Board of Buyukdere Cad.
Vice Chairman Directors of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Fikri Sadi Gucum Member of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Mehmet Bulent Ergin Member of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Ali Tugrul Tokgoz Member of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Directors and Officers of Cukurova Finance International Limited

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Hikmet Yasemin Cetinalp Auditor of Cukurova Holding A.S. Buyukdere Cad.
Sole Director Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

SCHEDULE 13D Page 25 of 27

Directors and Officers of Cukurova Telecom Holdings Limited

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Leonid Reznikovich Chief Executive Officer - Alfa 21 Novy Arbat Street
Director Telecom 119019 Moscow, Russia
(Russia)

Oleg Malis Senior Vice President, Asset 21 Novy Arbat Street
Director Management - Alfa Telecom 119019 Moscow Russia
(Russia)

Mehmet Emin Karamehmet Chairman of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Osman Berkmen Member of the Board of Directors Buyukdere Cad.
Director of BMC Sanayi ve Ticaret A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Hikmet Yasemin Cetinalp Auditor of Cukurova Holding A.S. Buyukdere Cad.
Director Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Directors and Officers of Turkcell Holding A.S.

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Mehmet Emin Karamehmet Chairman of the Board of Directors Buyukdere Cad.
Chairman of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Osman Berkmen Member of the Board of Directors Buyukdere Cad.
Director of BMC Sanayi ve Ticaret A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Mehmet Bulent Ergin Member of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

SCHEDULE 13D Page 26 of 27

Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------

Ali Tugrul Tokgoz Member of the Board of Directors Buyukdere Cad.
Director of Cukurova Holding A.S. Yapi Kredi Plaza A Blok
(Turkey) K:15 34330
Levent, Istanbul, Turkey

Kim Juhani Ignatius Executive Vice President Chief Rodezand 34 k
Director Financial Officer of Sonera 3011 AN Rotterdam, the Netherlands
(the Netherlands) Holding B.V.

Esko Juhani Rytkonen Senior Vice President Responsible Rodezand 34 k
Director for Corporate International 3011 AN Rotterdam, the Netherlands
(the Netherlands) Affairs of Sonera Holding B.V.

Erdal Asim Durukan Member of the Board of Directors Gurtel Telekomunikasyon ve Yatirim
Director of Turkcell Iletisim Hizmetleri Dis Ticaret A.S.
(Turkey) A.S. Yapi Kredi Plaza A Blok K: 15
Levent, Istanbul, Turkey

SCHEDULE 13D Page 27 of 27

EXHIBIT INDEX

Exhibit A Joint Filing Agreement, dated as of December 5, 2005, by and
among Cukurova Telecom Holdings Limited, Mr. Mehmet Emin
Karamehmet, Buselten, Karamko, Cukurova Holding, Cukurova Finance
International, Turkcell Holding.

Exhibit B Subscription Agreement, dated June 1, 2005, by and among Alfa
Telecom Turkey Limited, Cukurova Holding A.S., and Cukurova
Finance International Limited.

Exhibit C Shareholders Agreement, dated September 20, 2005, by and among
Alfa Telecom Turkey Limited, Cukurova Finance International
Limited, and Cukurova Telecom Holdings Limited.

Exhibit D Shareholders Agreement, dated October 21, 1999 between Sonera
Corporation, Cukurova Holding A.S., Yapi ve Kredi Bankasi A.S.,
Pamukbank T.A.S., Turkiye Genel Sigorta A.S., and Pamuk Factoring
A.S.

Exhibit E A confirmed copy of the Power of Attorney authorizing Mr. Mehmet
Emin Karamehmet to sign this Schedule 13D on behalf of Buselten
Finance S.A.