| The Turkish Mobile 
			Market
			
		
		
            
			The Turkish population is young with 
			an estimated average age of 29, which is lower than elsewhere in 
			Western Europe, and the majority of the population lives in urban 
			areas. In our opinion, these factors indicate growth potential for 
			the mobile communications market in Turkey. 
 There are currently three mobile communications operators in Turkey: 
			Turkcell, Vodafone, and Avea. As of the end of December 2008, there 
			were approximately 66 million GSM lines and the mobile line 
			penetration rate in Turkey was approximately 92%, according to the 
			operators' announcements.
 
 Turkcell operates under a 25-year GSM license, which we were granted 
			in April 1998 upon payment of an upfront license fee of $500 
			million. Telsim also received a 25-year license with the $500 
			million upfront license fee in 1998. Telsim was seized by the 
			Savings Deposit Insurance Fund ("SDIF") in February 2004 and it was 
			put up for sale by the SDIF in August 2005, and an auction was held 
			for Telsim on December 13, 2005 with Vodafone submitting the winning 
			bid of $4.55 billion. The sale process was completed on May 24, 
			2006. In 2000, two new GSM 1800 licenses were issued. One of the 
			licenses were awarded to Is-Tim, a company which began offering GSM 
			services in March 2001 under Aria brand name was formed by Telecom 
			Italia Mobile and Isbank, one of the largest private banks in 
			Turkey. Is-Tim paid a license fee of $2.5 billion excluding taxes. 
			The other GSM 1800 license was awarded to Turk Telekom. Turk Telekom 
			began offering GSM services on December 14, 2001, through its brand 
			Aycell. In February 2004, Is-Tim and Aycell merged to form "TT&TIM" 
			which is owned by Turk Telekom (40%), Telekom Italia Mobile (40%) 
			and Isbank (20%). TT&TIM operated under the brand name of Avea.
 
 In November 2004, the Turkish Privatization Agency announced that 
			55% of Turk Telekom, which owns 40% of Avea's shares, would be 
			privatized through a "block sale". The public auction for 55% of 
			Turk Telekom was concluded on July 1, 2005. The winning bid was made 
			by Oger Telecom's consortium comprised of Oger Telecom, Telecom 
			Italia and BT Consult, for $6.55 billion, payable over 5 years and 
			totaling $7.4 billion with interest. The sale of the 55% stake in 
			Turk Telekom to Oger Telecom was completed on November 15, 2005. In 
			the third quarter of 2006, one of the shareholders of Avea, Telecom 
			Italia Mobile, announced that it will sell its 40% stake in Is-Tim 
			to Turk Telekom and the sale was concluded in September 2006.
 
			
			 
			  
			  Regulation of the Turkish Telecommunications IndustryAll telecommunications activity in Turkey is regulated by the 
			Ministry of Transportation and the Information Technologies and 
			Communications Authority. The Telegram and Telephone Law No. 406 
			("the Telecommunications Law"), as amended, is the principal law 
			governing telecommunications activity in Turkey. The Wireless Law 
			No. 2813, as amended, and Ministry of Transportation Law No. 3348, 
			as amended, also includes provisions relating to telecommunications 
			in Turkey.
 
 The Telecommunications Law was reformed in 2000 and 2001. The 
			reforms were aimed at modernizing and reforming the legal and 
			institutional framework for the provision of telecommunications 
			infrastructure and service in Turkey.
 
 The Information Technologies and Communications Authority is an 
			independent telecommunications regulator with financial and 
			administrative independence, which has the authority to grant 
			licenses and set fees in the telecommunications sector.
 You may reach the Information Technologies and Communications 
			Authority web pages from http://www.btk.gov.tr/Eng/english.htm
 
 
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