3.A [Reserved] 3.B Capitalization and Indebtedness Not applicable. 6 Table of Contents 3.C Reasons for the Offer and Use of Proceeds Not applicable. 3.D Risk Factors The following is a discussion of those risks that we believe are the principal material risks faced by our Company and its subsidiaries. No assurance can be given that risks that we do not believe to be material today will not prove to be material in the future. Consequently, the risks described below should not be considered to be exhaustive. Risk Factors Summary Summary of Risks relating to Türkiye ● The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any devaluation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition. ● If the current levels of inflation continue, the Turkish economy and our financial position and business could be adversely affected. ● Since March 2022, the Turkish Lira has been qualified as a currency of a hyperinflationary economy under IAS 29, and we are required to apply inflationary adjustments to our financial statements. Any further adjustments could adversely affect our results of operations and financial condition and those of our Turkish subsidiaries. ● Foreign exchange rate risks could affect the Turkish macroeconomic environment and could significantly affect our results of operations and financial position in future periods. Summary of Risks Relating to the Telecom Industry ● Our mobile business is dependent on the spectrum capacity obtained through our licenses. ● The obligations and costs of our license agreements may limit, in some cases, our flexibility in responding to market conditions, competition and changes in our cost structure, impact our prices or result in penalties in the event of non-compliance. ● Our fixed network fiber business may be adversely affected by required permission procedures and facility sharing requirements relating to our fiber infrastructure backbone. ● Adapting to rapid technological changes may pose challenges, which could lead to higher than expected capital expenditures, a greater possibility of commercial failure or unanticipated adverse consequences. ● Our use of artificial intelligence and automated technologies could expose us to additional operational, regulatory, reputational and financial risks. ● There are alleged health risks and zoning limitations related to our base transceiver stations which may adversely affect our ability to provide services at certain areas. Summary of Risks Relating to Our Business ● Competition in the Turkish telecommunications market may adversely affect the growth of our business and our financial condition, and the competition that we face may evolve with our business strategy. 7 Table of Contents ● Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition. ● Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition. ● Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully. ● Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing. ● Our business is subject to risks arising from natural disasters and catastrophic accidents. ● Environmental risks and climate change could significantly impact our businesses. ● Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threat. ● Disruption of supply chains, international trade restrictions and our dependency on a small number of suppliers and on a single distributor may have an adverse effect on our business and financial condition. ● Our reliance on contributions from third-party providers for the development and maintenance of solutions outside our core telecommunications activities may adversely affect our business. ● If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition. ● We are involved in various claims and legal actions arising in connection with our business, which could have a material effect on our financial condition. ● Although we maintain and regularly review our internal control over financial reporting, there are inherent limitations on the effectiveness of our controls, particularly as our Company grows and enters into new businesses. ● Our consolidated financial results and/or operational performance could be adversely affected if we are unable to retain our key personnel and skilled employees. Summary of Risk Relating to our American Depositary Shares ● We have two major shareholders whose interests may not be aligned with those of other shareholders and may expose us to sanctions risk. ● The amount and timing of dividends and other profit distributions, including share buybacks, are uncertain. ● The price of our American Depositary Shares may be volatile, and purchasers of American Depositary Shares could incur substantial losses. Holders of American Depositary Shares are not entitled to attend shareholders’ meetings, and they may only vote through the depositary. 8 Table of Contents Risks Relating to Türkiye The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any depreciation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition. With a substantial portion of our revenues, assets and business derived from and located in Türkiye, and denominated in Turkish Lira, adverse developments in the Turkish economy and political environment have had, and are likely to continue to have, a material adverse effect on our business and financial condition. Any deterioration in the general economic outlook for Türkiye may negatively affect our businesses. Türkiye has, from time to time, experienced volatile political, economic and social conditions. The COVID-19 pandemic triggered a global economic downturn that severely impacted the Turkish economy in 2021 and 2022, which was visible in the precipitous declines in investments, exports, and industrial output, followed by the impact on the Turkish economy of the Southeastern Türkiye earthquakes in 2023. Although inflation followed a downward trend during 2025 due to tight monetary policy and relative exchange rate stability, persistently high inflation (notably with respect to services) and interest rates, depreciation of Turkish Lira, and any potential tax increases or other governmental measures affecting consumption levels have had, and may continue to have, a material adverse effect on the purchasing power of our customers. These factors may also negatively affect the affordability of certain goods and services we offer, thereby impacting our revenues and limiting our growth. Domestic political factors, changes in, or lack of coordination of, governmental monetary and fiscal policies, are sources of uncertainty and impose further risks on the country’s economy. While Türkiye’s next presidential elections are scheduled for 2028, any domestic political uncertainty or the possibility of early elections could lead to sharp fluctuations in exchange rates, interest rates and financing costs. Such volatility may result in elevated hedging expenses and reduced investor confidence, which could adversely affect our financial performance and access to funding. These various factors, as well as broader market conditions, have negatively affected our share price, and there can be no assurance that they will not continue to do so. The performance of the Turkish economy has been and may continue to be affected by global, regional and domestic economic and political developments. Regional military conflicts and geopolitical tensions, notably the ongoing Russia-Ukraine war, military conflicts involving Israel and the surrounding region and the recent military conflict involving Israel, the United States and Iran, have substantially increased global geopolitical risks. In particular, in the event of a prolonged conflict in Iran, Türkiye’s macroeconomic outlook may be impacted. This may manifest as upward pressures on the energy import prices and the inflation basket. Sharp spikes in crude and natural gas prices directly elevate energy costs, thereby jeopardizing the narrowing trajectory of the current account deficit. Concurrently, the lagged pass-through effect of rising fuel prices to core components within the CPI basket, predominantly transportation services, bears the potential to necessitate a substantial revision in the CBRT’s inflation projections. The stickiness in core inflation indicators, coupled with this cost shock, poses a significant risk of derailing the disinflationary process. In the event of a prolonged conflict, potential risks to the Turkish economy could escalate to a much more structural dimension. Persistent disruptions in supply chains, particularly those originating from the Strait of Hormuz, could drive up freight costs and trigger a new wave of supply-side inflation globally. Under such a scenario, the postponement of rate-cut cycles by global central banks (primarily the Fed and the ECB) would lead to a strengthening of the US Dollar Index and exert additional pressure on Turkish Lira. The subsequent depreciation pressure on the Turkish Lira could reignite inflation via the exchange rate pass-through mechanism. Another critical risk is the narrowing of the CBRT’s monetary policy room for maneuver. Faced with rising cost-push inflation and an elevated risk premium, a potential rate-cut cycle anticipated by the market could fall off the agenda entirely, and it may become imperative to maintain current interest rate levels for much longer than expected. This situation would further tighten market liquidity conditions, leading to sharp spikes in hedging costs and a plausible stagflation. Any such ongoing regional military conflicts and geopolitical tensions, notably those in neighboring or nearby areas, could significantly adversely affect both the Turkish and global economies in 2026 and beyond. Such events could trigger further volatility in commodity, oil and gas prices, as well as exchange rates, and result in disruptions in supply chains and energy markets, which in turn may affect inflation, interest rates, financing costs and global growth and adversely affect our operational environment. In particular, any significant escalation of the US/Israel/Iran war may lead to broader regional instability that could adversely impact our operations in Türkiye and Turkish Republic of Northern Cyprus. Such developments may negatively affect our financial condition and overall results of operations. 9 Table of Contents Additionally, the adoption of new protectionist measures, including the tightening of global financial policies, the imposition or increase of tariffs and other trade restrictions by major economies, could generate uncertainty in global markets and result in currency depreciation, result in slowdowns in global, regional or national economic activity and pose risks to inflation dynamics, interest rates and exchange rates. Decreased global liquidity and the persistence of high interest rates may result in increased financial volatility and a high cost on foreign currency debt structure, while premature monetary easing by central banks could result in resurgent inflation, potentially triggering stagflation. Any of these factors (notably those impacting Türkiye’s significant export markets, such as the EEA) could negatively impact Türkiye. There can be no assurance that these and other global economic, political and geopolitical factors, such as any ramifications of any domestic or foreign elections, will not have an impact on Türkiye and will not cause further deterioration of the Turkish economy and, in turn, of our business, financial condition and results of operations. Furthermore, Türkiye is a well-known tourism destination and we observe a correlation between tourist inflow and our net subscriber additions. Any factors that may affect the number of foreign tourists visiting the country may adversely affect the growth of our subscribers, business and our financial condition. Continuing unfavorable economic conditions, including inflation, currency depreciation (particularly the Turkish Lira), rising wages and energy prices, the rising cost of capital, hedging mechanisms and the other factors cited above, are also expected to continue to increase our costs, reducing our profitability and adversely impacting our margins. In addition, these global and domestic macroeconomic, political and social volatilities may adversely impact execution of our strategies, including our ability to take strategic actions with respect to the composition of our asset portfolio or to obtain external financing to support our strategy. If the current levels of inflation continue, the Turkish economy and our financial position and business could be adversely affected. Significant inflation, and the measures used to curb it, have historically impacted, and may continue to impact, Türkiye’s economic stability. Inflation in Türkiye accelerated sharply from late 2021, peaking at 85.51% in October 2022. In response, the Central Bank of the Republic of Türkiye (the “CBRT”) shifted to a tightening monetary policy, aimed at decreasing inflation and maintaining gross domestic product (“GDP”) by strengthening the real value of Turkish Lira. As part of this strategy, the policy rate was gradually raised from 8.50% in mid-2023 to 42.50% by the end of 2023, and to 50.00% by March 2024, where it remained until December 2024. The sustained tightening of monetary policy supported demand for the Turkish Lira, contributed to the rebuilding of CBRT reserves and helped halt the excessive depreciation trend. As a result, the inflationary uptrend began to reverse with annual inflation declining from 75% in May 2024 to 44.38% by the end of 2024, supported by base effects, relative exchange rate stability, and weakening domestic demand. In December 2024, the CBRT initiated a gradual easing cycle, lowering policy rate to 47.50%, followed by a further reduction to 42.50% in March 2025. However, amid renewed concerns over inflation dynamics and the outcomes of the events in March 2025, the policy rate was increased to 46.00% in April 2025. During the second half of 2025, as the CBRT improved its reserve position, exchange rate stability was restored, and the disinflation continued, therefore the CBRT resumed rate cuts, reducing the policy rate to 40.50% by September 2025 and further to 38.00% by 2025 year-end. Consequently, as of December 2025, annual inflation declined to 30.89%. However, persistent inflationary pressures in service and food prices, along with potential exchange rate fluctuations, may reignite inflationary pressures. In addition to these developments, geopolitical events may impact inflationary pressures in Türkiye. See “—The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any depreciation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition.” Additionally, the impact of potential protectionist measures together with increases in inflation or a slowdown in growth in either the EU or the US may also negatively affect Türkiye’s growth outlook. Inflation may significantly deteriorate the purchasing power and spending patterns of both individual and corporate customers, potentially reducing the affordability of our services and increasing our non-performing loans. In response, customers may downsize their tariffs or migrate to lower-cost competitiors, thereby limiting revenue and ARPU growth. Our ability to offset inflation through pricing is further constrained by the fixed-term nature of our contracts - typically 12 months for mobile and fixed broadband subscribers - which prevents prices adjustments until the contract expiration. Consequently, while we implement periodic price increases, the impact on our growth occurs with a significant time lag, as adjustments are only realized upon renewal. Should inflationary pressures persist or intensify, our revenues may decrease in real terms while margins contract. Simultaneously, our profitability remains under pressure from rising operating costs, driven by currency depreciation, wage increases, and elevated electricity prices, all of which adversely affect our financial condition and results of operations. 10 Table of Contents Since March 2022, the Turkish Lira has been qualified as a currency of a hyperinflationary economy under IAS 29, and we are required to apply inflationary adjustments to our financial statements. Any further adjustments could adversely affect our results of operations and financial condition and those of our Turkish subsidiaries. Pursuant to the International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”), the financial statements of entities whose functional currency is that of a hyperinflationary economy must be adjusted for the effects of changes in a general price index. IAS 29 does not establish an absolute rate when hyperinflation is deemed to arise and the IASB does not identify specific hyperinflationary jurisdictions. However, IAS 29 provides a series of non-exclusive guidelines that assist companies in exercising their judgment as to when restatement of financial statements becomes necessary. These guidelines consist of (i) analyzing the behavior of the population regarding preservation of wealth in non-monetary assets or in relatively stable foreign currency, prices being quoted in terms of a relatively stable currency, interest rates and wages being linked to a price index, and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100%. In March 2022, the International Practices Task Force of the Centre for Audit Quality (“IPTF”), which monitors countries experiencing high inflation, categorized Türkiye as a country with projected 36 months’ cumulative inflation rate greater than 100% as of February 28, 2022. Therefore, Turkish companies reporting under IFRS, including us, have been required to apply IAS 29 to their financial statements for periods ending on and after June 30, 2022. Under IAS 29, financial statements of an entity that reports in the currency of a hyperinflationary economy should be stated in terms of the measuring unit at the current balance sheet date. Nonmonetary items which are not already expressed in terms of the measuring unit current at the end of the reporting period and components of owners’ equity in the statement of financial position, and all items in the statement of profit or loss and other comprehensive income should be restated by applying a general price index. In addition, gains or losses arising from net monetary position should be included in net income under a separate line item and other comprehensive income. As a result of our application of IAS 29 to our financial statements for 2025, the majority of our financial metrics have been impacted. We cannot predict the impact that any further application of IAS 29 and related adjustments will have on our financial statements, results of operations and financial condition going forward. Investors should be aware that the financial position and performance of Turkcell reported in and after 2022 may not be directly comparable to the data reported in prior periods. Foreign exchange rate risks could affect the Turkish macroeconomic environment and could significantly affect our results of operations and financial position in future periods. Depreciation or volatility of the Turkish Lira may adversely affect the Turkish economy. The Turkish Lira traded at approximately 35.22 per USD as of December 31, 2024 and depreciated to approximately 42.86 per USD by December 31, 2025, reperesenting a depreciation of approximately 21.7% against USD. During the first quarter of 2026, the USD/TRY exchange rate increased further to 44.40. Compared to the end of 2025, the Turkish Lira has depreciated to the USD by 3.6%. Exchange rate risks are not limited to the USD/TRY pair; risks related to the EUR may also have an impact, as well as any volatility or weakness of the USD. The high volatility observed in the EUR/USD pair increases uncertainties in the markets going forward. These rising costs also lead to higher expenses for EUR hedging transactions carried out in the market to cover EUR positions. In recent years, the CBRT has adopted tighter and more conventional monetary policies aimed at supporting price stability and reducing demand for foreign exchange, including increasing returns on Turkish Lira–denominated deposits. While these measures have at times contributed to relative exchange rate stability and reserve accumulation, the Turkish Lira remains vulnerable to domestic and global factors, including inflation dynamics, capital flows, political developments, fiscal pressures and global financial conditions. In particular, increased public expenditures following the Southern Türkiye Earthquakes in February 2023, periods of heightened political (i.e., in early 2025) or macroeconomic uncertainty, and shifts in investor sentiment have, at times, led to increased exchange rate volatility, reserve pressures and higher demand for foreign currency. Such developments have contributed to higher interest rates, increased borrowing costs and elevated hedging expenses. The CBRT’s ongoing efforts to manage the normalization of the FX-protected deposit scheme in 2025 also involved risks. A sudden shift in household or corporate preferences toward foreign currency deposits, particularly in the event of declining confidence or insufficiently attractive Turkish Lira interest rates, could put additional pressure on foreign exchange reserves and the exchange rate. Moreover, adverse global developments, including a prolonged period of U.S. dollar strength, geopolitical risks, the high external debt obligations of the United States in 2026, tighter global financial conditions or reduced risk appetite toward emerging markets, and interest rate hikes in Japan could increase capital outflows, exacerbate exchange rate volatility and raise the cost of external financing for Türkiye and Turkish companies. 11 Table of Contents We are exposed to foreign exchange rate risks as a result of the fact that our income, expenses, assets and liabilities are denominated in a number of different currencies, primarily Turkish Lira, U.S. Dollars, Euros, Chinese Renminbi (“CNY”) and Belarusian Ruble (“BYN”). Fluctuations in the Turkish Lira and BYN versus U.S. Dollars, Euros, and CNY, have had and may continue to have an unfavorable impact on us. In particular, a substantial majority of our capital expenditure and borrowings are currently, and are expected to continue to be, denominated in U.S. Dollars, Euros and CNY, while the revenues generated by our activities are denominated largely in local currencies, in particular the Turkish Lira. As of December 31, 2025, our total borrowing was TRY 158,649 million (including TRY 15,484 million of lease obligations). As of 2025 end, 54% of our consolidated debt was in U.S. Dollars, 29% in Euros, 6% in CNY, and 11% in TRY. Deterioration in Türkiye’s macroeconomic conditions, exchange rate volatility, higher sovereign risk premiums or heightened volatility, and reduced liquidity in domestic and global financial markets could adversely affect our access to domestic and international debt capital markets and materially increase borrowing costs. Periods of elevated risk aversion toward emerging markets, notably due to conflicts such as the U.S./Israel/Iran war, may lead to sudden disruptions or closures in funding markets, limiting our ability to refinance existing indebtedness or obtain new financing on commercially acceptable terms, or at all. These conditions could increase our refinancing risk, shorten available debt maturities and further elevate our cost of borrowing, notwithstanding our hedging strategies. Further devaluation of the Turkish Lira could further affect and limit our investment plans in the future. The financing of infrastructure investments, license fee payments, data center and renewable energy investments and any other potential investment opportunities could lead to an increase in our U.S. Dollar and/or Euro debt, further increasing our currency exposure. See “Item 8. Financial Information” and Note 35 to our Consolidated Financial Statements included elsewhere in this annual report. Our currency hedging strategy includes derivative transactions and accumulating hard currency by using Turkish Lira cash from our operations. We are currently able to hedge our principal TRY exposure to the U.S. Dollar and the Euro on commercially reasonable terms, no assurance can be given that we will continue to be able to do so under all circumstances in the future, in particular taking into account political and geopolitical risks, which have had, and are likely to continue to have, a material impact on the volatility of global markets which, in turn, may lead to a material increase in our financing costs. Due to additional regulations imposed by the CBRT and the Banking Regulation and Supervision Agency (“BRSA”), access to viable offshore markets for transactions involving Turkish Lira has become significantly limited. While hedging instruments remain available, hedging activities are predominantly conducted over shorter tenors due to the higher costs associated with long-term hedging transactions. This may have a negative impact on our financial decisions, or we may face a negative net foreign exchange position and, ultimately, a negative impact on net income and lower dividends in the future. The increase in public debt in Türkiye may also continue to result in increased pressure on the value of the TRY. For further information relating to our financing obligations, see “—Risks Relating to Our Business—Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing.” In Belarus, there are few or no tools to effectively hedge foreign exchange rate risks due to restricted and undeveloped financial markets. The current war in Ukraine and the ensuing geopolitical repercussions have had and are expected to continue to have a significant adverse effect on BYN, which has been subject to limits on transfer and conversion and is vulnerable to further devaluation. The BYN is also exposed to the effects of international sanctions on Russia and its allies. We are also exposed to currency exchange rate risk on the prices of the smartphones that we rely on for the promotion of our services, including with respect to our financing activities, such as those engaged in through our Turkcell Finansman A.Ş. (“Financell”) subsidiary. If coupled with at deterioration in customers’ purchasing power, the potential depreciation of the Turkish Lira has in the past, and could in the future, make smartphones that are procured in foreign currencies more expensive for our customers, thus reducing new sales of such devices and curbing the market for our services, which may continue to have a negative impact on our revenues and profitability. Moreover, the imposition of tariffs by major economies and potential retaliatory actions may result in higher input costs for smartphone manufacturing, ultimately driving up device prices and adversely affecting consumer demand. Any significant fluctuations in the value of the TRY relative to the other currencies discussed above and any devaluation of the TRY and BYN could have an adverse effect on our business, financial condition and results of operations. 12 Table of Contents Risks Relating to the Telecom Industry Our mobile business is dependent on the spectrum capacity obtained through our licenses. Spectrum is a range of frequencies within which the different radio waves have certain specific characteristics, a portion of which is used for wireless communication. The number of subscribers that can be accommodated on a mobile network is constrained by the amount of spectrum allocated by way of a license to the operator of the network. Our spectrum licenses are granted for specific terms and durations, and are subject to renewal upon payment of applicable fees. However, renewal is not guaranteed and the renewal process may be lengthy. On October 16, 2025, pursuant to 5G spectrum allocation tender conducted by ICTA, we were awarded a total frequency band of 160 MHz, valid until December 31, 2042. Through this tender, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042. Notwithstanding the renewal of the term of our spectrum authorizations, if any license agreement and/or authorization certificate were to be canceled/terminated for any reason, we would be required to transfer, free of charge and in full working order, to the ICTA, or an institution designated by the ICTA, all the software, equipment and related immovable properties used in the operations of our networks, free of any liens or other legal encumbrances. This transfer obligation extends to all network infrastructure, software and assets—including real estate, technical facilities and documentation—sourced from or owned by our subsidiaries that are essential for the operational functionality of the network. The loss of, or failure to renew, our licenses could have a material adverse effect on our business and financial condition. For more information on regulation and how it may impact our business, see “Item 4. Information on the Company—B. Business Overview—XIII. Regulation of the Turkish Telecommunications Industry.” The expansion of our subscriber base and the rising demand for mobile services and data, coupled with a broader range of service offerings, will necessitate additional network capacity. This requirement is expected to lead to increased capital expenditure and could adversely impact our cost of service delivery and overall results of operations. Due to unforeseeable events (such as the COVID-19 pandemic or the 2023 Southeastern Türkiye Earthquakes) that cause changes in traffic patterns, network topology and/or service requirements, we may face capacity problems, which may in turn lead to deterioration in our network’s quality, or to new capital expenditure requirements which, in turn, may negatively impact our operational results. The obligations and costs of our license agreements may limit, in some cases, our flexibility in responding to market conditions, competition and changes in our cost structure, impact our prices or result in penalties in the event of non-compliance. We rely on our spectrum license agreements to conduct our business. The cost associated with our licenses, including the capital expenditures required for our 4.5G network rollout, have been substantial. In addition, our new 5G license imposes new requirements for capital expenditures on our part. Certain terms of our license agreements may adversely affect the profitability of our investments and constrain our future investment plans, particularly with respect to 4.5G and 5G technologies. These requirements include extensive coverage obligations across residential settlement areas, transportation infrastructure, industrial zones, cultural sites such as museums and archeological sites, minimum local equipment usage and procurement obligations from local small and medium sized enterprises (“SMEs”) in Türkiye, employment and localization requirements for network equipment suppliers’ research and development (“R&D”) activities, mandatory active network sharing for a certain portion of the population, varying service quality requirements, as well as significant taxes and spectrum usage fees. In addition, the 5G license has introduced even more extensive obligations, including the use of local equipment and, procurement from SMEs, the use of Certified National Telecommunications Products and additional R&D-related employment obligations for qualifying suppliers. Morever, under the 5G tender specifications, ICTA regulated that all mobile network operators are obliged to provide access to MVNOs, which could impact our competitive positioning in the market. Non-compliance with these evolving and extensive requirements could result in significant administrative fines or penalties. If the demand for 5G services fails to materialize at a level in line with industry assumptions, our return on investment may not meet our expectations. 13 Table of Contents We have not always been, and in the future may not be, in full compliance with the coverage obligations under our licenses, most recently with respect to 3G settlement coverage and 4.5G tunnel coverage. As a result of past non-compliance, the ICTA imposed administrative fines on us in 2022 and required us to establish a total of 400 3G sites, which we completed by deploying 200 sites in 2023 and a further 200 sites in 2024. In addition, we were required to install additional 4.5G sites in tunnels that were not compliant, resulting in increased capital expenditures. Furthermore, due to insufficient research and development, product development and local production capacity in Türkiye prior to 2021, certain local production related license requirements could not be fully met. As a result, administrative fines totaling TRY 95.5 million (not restated for IAS 29) were imposed on us for the period from 2015 to 2018. Although we are challenging these fines, there can be no assurance that we will be successful. See Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. In addition, further administrative fines may be imposed for potential non-compliance during the period 2018-2021, which may have a material adverse effect on our financial results. As a result of the improvement in local telecommunications equipment production capacity, Turkcell has been able to comply with its license obligations relating to local production investments for the periods between 2022 and 2025. However, potential allegations of non-compliance—whether relating to prior periods or to expanded 5G license requirements—could adversely affect our operations. These expanded obligations include new mandates for Certified National Telecommunications Products and extended regional coverage requirements. See “Item 4. Information on the Company—B. Business Overview—XIII Regulation of the Turkish Telecommunications Industry—l. Regulation on Base Station Implementation in Electronic Communication Sector.” Furthermore, regulatory changes—particularly regarding the definition of ‘critical network elements’ or ICTA modifications to service quality standards and measurement methodologies—may result in fines or impact our investment strategy. Our fixed network fiber business may be adversely affected by required permission procedures and facility sharing requirements relating to our fiber infrastructure backbone. Our fixed network business relies on the quality of our fiber-optic network. To achieve our strategy to maintain and expand our fiber network, we must excavate to lay new cables and repair existing ones. We are required to obtain permission for such excavations from relevant municipalities and institutions. As an infrastructure provider, we are subject to the “Communiqué on Procedures and Principles Regarding Joint Location and Facility Sharing” which was published December 2, 2010 and the “Directive on the Deployment of Cable and Similar Equipment Used in Fixed and Mobile Telecommunication Infrastructures or Networks” which was published December 27, 2012. This legislation requires all providers to prioritize facility sharing and co-location in their investments. Operators must therefore check whether any available infrastructure exists for a newly planned route. If it is determined that another operator has infrastructure on the planned route, the use of that infrastructure should be prioritized, if possible. As a result, we are required to submit a request for access to the incumbent operator in Türkiye, Türk Telekom, in order to determine whether Türk Telekom’s current infrastructure is available to be shared by us on routes where Türk Telekom already has infrastructure in place. If Türk Telekom rejects requests for infrastructure sharing or there is no available infrastructure suitable for sharing on a planned route, we may ask for a right of way confirmation from the Ministry of Transport and Infrastructure. Operators’ right of way and civil engineering processes are dependent on the Ministry of Transport and Infrastructure, the ICTA, Türk Telekom, and other related public authorities. Once a right of way confirmation is obtained, we must apply to public authorities to get permission for the required excavation processes. However, public authorities or institutions may delay or refuse to grant excavation permissions. In the past, we have been subject to administrative fines for non-compliance with facility sharing obligation procedures. Following recent information requests from the ICTA in relation to certain aspects of our fiber deployment activities, no assurance can be given that there will be no additional regulatory review or administrative actions similar to those taken in prior instances, which could adversely affect our network deployment timelines, costs and operational flexibility. In some areas, excavations may be halted as a result of the high and variable costs of the right of way tariffs requested by municipalities. In addition, our investment plans may be affected due to excavations being banned during certain seasons within the administrative boundaries of municipalities. Furthermore, right of way conflicts with major municipalities to establish fiber-optics infrastructure may affect our ability to provide services and to maintain operational excellence. The current infrastructure sharing and right of way procedures, operational difficulties, and public authorities’ approach toward mandatory facility sharing obligation could negatively affect our ability to expand our fiber network and slow down our future investments (See “—Risks Relating to Our Business—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition”). More generally, any of these factors may increase our costs and have a material adverse effect on our business and financial condition. 14 Table of Contents Turkcell Superonline, our fiber infrastructure service company, has secured the tenders of Boru Hatları ile Petrol Taşıma A.Ş. (“BOTAŞ”), Türkiye’s state-owned pipeline company, and Türkiye Elektrik İletim A.Ş. (“TEİAŞ”), Türkiye’s state-owned electric power transmission company, for the indefeasible right to use their installed fiber optic capacities on a national and regional basis, respectively. On May 7, 2025, we won the BOTAŞ tender for an additional 15-year term, complementing our existing regional TEİAŞ agreements, the earliest of which expires in 2033, which also grant rights to install and operate additional fiber optic cables. As an important portion of our fiber infrastructure backbone routes is established upon these specialized networks, our operations are inherently dependent on the continuity of these arrangements. Any future inability to maintain these state-dependent infrastructure rights on commercially viable terms, or any potential withdrawal by these entities from these agreements, could have material adverse effects on our fiber business and financial performance. Adapting to rapid technological changes may pose challenges, which could lead to higher than expected capital expenditures, a greater possibility of commercial failure or unanticipated adverse consequences. New products and technologies are constantly emerging that can render the products and services offered by Turkcell, as well as its technology, obsolete. In addition, the explosion of the digital market and the entrance of new players in the communications market, such as MVNOs, technology companies or data center operators, could result in a loss of value for certain of the Group’s assets, affect the generation of revenues, or otherwise may require Turkcell to have to update its business model. In this respect, revenues from traditional voice businesses shrunk in recent years, while revenues from connectivity services (e.g., mobile and fixed broadband) and non-telecommunication services (e.g. digital services, techfin services and data center business) are increasing. To diversify our revenue sources, Turkcell offers digital services such as Internet of Things (IoT), cybersecurity, data center, and cloud services among others. Rapid technological changes in communications and IT are redefining the markets in which we operate and the products and services we offer, shortening product life cycles and facilitating the convergence of various segments, including in our core mobile communications businesses. If we fail to anticipate, invest in and implement new technologies with the levels of service, prices and channels that customers demand, or to respond effectively to technological changes in the development of new products and services, our business, financial condition and results of operations could be adversely affected. For example, the development of eSIM technology, increase in the eSIM compatible devices, and its steadily increasing awareness have eliminated the need for a physical SIM card. Many companies and alternative data providers around the world have started providing telecommunication services via eSIM over the internet. The emerging travel eSIM market has negatively impacted the number of our new subscriber additions and the related revenues that were previously derived from new tourist line sales or roaming revenues. In addition, while VoLTE technology, which allows voice calls to be made over a 4.5G or 5G network instead of traditional 2G or 3G networks, is being used on a widespread basis in Türkiye, its introduction to roaming worldwide has been relatively slow. Turkcell currently does not offer this service to its inbound roamers, and when it becomes available later this year, the new service is expected to further erode voice-based revenues from roaming and mobile termination revenues for our voice businesses. Our use of artificial intelligence and automated technologies could expose us to additional operational, regulatory, reputational and financial risks. In particular Turkcell deploys, and in the future may increasingly rely on, AI and machine learning developed internally or provided by third parties to enhance operational performance across various functions, including customer service (chatbots, call center management and digital onboarding), AI-powered campaign gamification services, talent acquisition, cybersecurity, energy management and network optimization. AI-driven solutions present significant risks and challenges, including potential biases in AI algorithms, data privacy and security concerns, ethical challenges and legal and regulatory uncertainties. AI systems also rely on accurate and high-quality data for optimal performance. Additionally, AI systems may produce unintended or inaccurate outcomes, release confidential information, infringe on intellectual property rights or result in failures in automated processes. Such occurances could impact service quality, customer satisfaction, or internal decision-making; lead to reputational harm or legal liability; or pose cybersecurity risks, particularly if models are fine-tuned with our internal data. Misuse or overreliance on AI tools by employees may also lead to unintended operational or compliance issues. The use of AI systems also requires technical expertise to develop, test and maintain AI-based services. We may face challenges in attracting and retaining qualified personnel, managing third-party AI providers, or achieving an adequate return on investment from AI-related initiatives. As AI technology evolves, new regulatory and compliance requirements may be implemented or may change, requiring continuous adaptation and/or the implementation of a governance framework. An increasing number of countries are adopting content moderation and AI-specific regulations. 15 Table of Contents In addition, our competitors may develop AI products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products or services or introduce new ways of consuming or engaging with products or services that cause our customers, especially the younger demographic, to switch to another service, which would negatively affect our customer retention and impact our potential for growth. In addition, new technologies, such as the integration of artificial intelligence including generative AI, machine learning and automation that we use in internal operational processes, require significant capital expenditures. It is impossible to predict with any certainty whether the technology that we select will be the most economical, efficient or capable of attracting customer usage, or whether such technologies will be developed according to anticipated schedules, will perform according to expectations or will allow us to compete effectively in our markets. Any of these risks could expose us to liability or adverse legal or regulatory consequences, harm our reputation and the public perception of our business or the effectiveness of our security measures, and our business, operations, and financial results. There are alleged health risks and zoning limitations related to our base transceiver stations which may adversely affect our ability to provide services at certain areas. We are aware of allegations that there may be health risks associated with the effects of electromagnetic signals from base transceiver stations (“BTS”) and from mobile handsets. Based on information from the WHO, we are not aware of any evidence in the latest medical research that conclusively establishes any relationship between radio frequency emissions of base stations and health concerns. Actual or perceived risks may, however, adversely affect us through a reduction in subscribers, reduced usage per subscriber, increased difficulty in the leasing and acquisition of site locations for base stations, imposition of regulatory restrictions limiting electromagnetic fields and exposure to potential liability. Furthermore, we may not be able to obtain insurance with respect to such liability on commercially reasonable terms or at all. Legal proceedings have been brought against mobile operators seeking the removal of base station sites for potential or alleged health reasons. In the past, the Turkish Supreme Court overruled the decisions of some local courts, ruling that a base station could have negative effects on human health over the long term. However, in recent years, it has reversed those decisions and decided that the base stations do not have any proven harms to human health. If the Turkish Supreme Court changes its decision or if new regulations are enacted, these could have a material adverse impact on our operations and financial results. Such legal proceedings may make it more difficult for us to establish and maintain such sites. In 2018, the ICTA issued an updated regulation which further tightened electromagnetic field limits. If the ICTA decides to further reduce such limit values in the future, this may negatively impact network quality and increase our capital expenditures. In addition, zoning requirements with respect to our base stations have been subject to changing regulatory requirements, resulting in uncertainty. Since November 2020, various amendments to the zoning law came into force that provided for permitting requirements on the basis of tower height. Any delay or failure to receive approval for our permit applications, or any further regulatory changes, could result in additional costs and obligations in connection with our base stations. See “Item 4. Information on the Company—B. Business Overview—XIII. Regulation of the Turkish Telecommunications Industry.” Following the enactment of Law No. 6360 (Establishment of Metropolitan Municipalities in Fourteen Provinces and of Twenty-Seven Districts and Amending Certain Laws and Decree Laws) in 2012, which significantly increased the number of metropolitan municipalities and expanded their administrative boundaries to encompass entire provincial borders, we have faced broader coverage obligations. See “Item 4. Information on the Company—B. Business Overview—XIII Regulation of the Turkish Telecommunications Industry—l. Regulation on Base Station Implementation in Electronic Communication Sector.” This expansion necessitates a higher number of Base Transceiver Stations (BTS) to meet license requirements and maintain service quality. Any such increased infrastructure demands could raise our operational costs, potentially impacting our investment plans and overall results of operations. 16 Table of Contents Risks Relating to Our Business Competition in the Turkish telecommunications market may adversely affect the growth of our business and our financial condition, and the competition that we face may evolve with our business strategy. A significant portion of our revenue is generated from our operations in Türkiye, which is a highly competitive telecommunications market. Intense competition and unexpected regulatory actions may adversely affect the growth of our business, our pricing flexibility and our financial condition. Regulatory actions, primarily by the ICTA, have played a significant role in shaping the development of the Turkish telecommunications market and have, at times, constrained our ability to price our services and respond effectively to market developments. Certain regulatory actions have often favored our competitors, which may further weaken our competitive position. In addition, the ICTA may extend regulatory oversight to other areas of our business in the future, including data center and digital services. For example, beginning in 2029, data services will be subject to maximum tariffs to be determined by ICTA. We cannot predict whether further regulations will be introduced or the extent to which it may affect our ability to execute our strategy, operate efficiently or maintain our competitive position. In a high-inflation environment, we may need to implement more frequent price adjustments to preserve margins. Any regulatory impediments to such adjustments could have an adverse effect on our profitability and financial condition. Moreover, irrational or delayed or aggressive price actions by other operators, including price reductions, have adversely affected, and may continue to adversely affect market dynamics, demand growth, and our financial performance. Competition in the Turkish telecommunications market remains intense, which resulted in record Mobile Number Portabilirty (“MNP”) levels in 2025, and includes price-driven competition from other major telecom operators, particularly Türk Telekom and Vodafone Türkiye, and from smaller regional ISPs that have aggressive pricing strategies, as well as from potential new entrants. We expect price-based competition to continue. Aggressive competitive pressures, changes in market conditions or unexpected shifts in demand, may negatively affect our business and our financial condition may be adversely affected. Our competitors also include an MVNO that leases our network. Generally, MVNOs provide offers that are relatively cheaper than similar offerings of operators from whom they lease their networks, including us. Even though the MVNO that leases our network currently has a very limited number of subscribers, it or other MVNOs may become increasingly competitive in the future, causing downward pricing pressure on the fees that we charge for our services. Furthermore, as we are required to provide network access to MVNOs under the 5G authorization framework, we may face the entry of additional MVNOs, and the ICTA may adopt asymmetric regulations that favor these entities to further stimulate market competition. In some businesses, we are dependent on our competitors for certain services that we provide. For example, we provide fixed broadband services (fiber broadband and xDSL) through the incumbent operator Türk Telekom in areas where our own fixed broadband infrastructure is not available. For these services, we rely on the incumbent’s service quality. Therefore, any delay or negligence on the part of Türk Telekom could result in customer dissatisfaction and increased fixed broadband subscriber churn. Also, any price increase in Türk Telekom’s wholesale tariffs may not be fully reflected in the consumer prices charged by Türk Telekom’s retail brand TTNET A.Ş., which may lead to margin squeeze for our services, reducing our ability to effectively compete and eventually causing churn of our fixed broadband subscribers. Furthermore, where we rely on networks of other operators, network changes by such operators may make it more difficult for us to offer our products that use such networks. We also face intense competition (both in the Turkish and international markets) with respect to product and service areas outside of our core telecommunications activities. ● We offer digital services, where we find ourselves increasingly in competition not only with local digital services developers but also with major international companies (WhatsApp, YouTube, Spotify, Netflix, Dropbox etc.) that specialize in the development of internet applications and services (commonly referred to as “over-the-top,” or “OTT” services). Several of these global players’ platforms are offering local Turkish content in addition to their market-leading international content offerings, thereby improving their competitiveness. They also sometimes enter into partnerships with local operators in Türkiye. In addition, newer applications from both established developers and operators and less well-known ones are constantly being introduced and may disrupt areas of the digital services industry in which we compete or seek to compete. These established and newer applications and services make use of the internet as a substitute for some of our more traditional services, such as messaging and voice. Reduced demand for these telecommunications services has had, and is expected to continue to have, an adverse impact on our revenues. 17 Table of Contents ● We also face increasing local and global competition in the wholesale market and information technologies sector, which affects our pricing and our collaborations with global and international partners. ● In the context of inflation and challenging macroeconomic conditions, our mobile payment business, Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. (“Turkcell Ödeme” or “Paycell”) continues to face intensifying competition and aggressive pricing from both established competitors and new entrants, including well-established companies from industries other than telecommunications (such as banking and fintech) expanding into payments and e-money services. A significant number of new payment and e-money institution licenses were issued in Türkiye between 2023 and 2025, and existing companies are obtaining additional licenses to expand their activities. This increase in competition could adversely affect Paycell and its market position in the future. Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition. In addition to growing our core telecommunications business, our strategy for growth as a technology leader in Türkiye involves seeking out investment opportunities and participating in those meeting our criteria. This can include external growth opportunities principally in, but not limited to, Türkiye. Our investments have included, and are likely to continue to include, investments in new business and services in areas outside of the scope of our core business. These investments may require significant expenditures, including new debt financing, and may not achieve expected returns or returns that are in line with those of our core business, which could result in value erosion for our shareholders. These businesses are subject to risks that are in many respects different from those of our telecom business and may be dependent on additional parent company funding. In order to succeed in these businesses, we will need to obtain the expertise required to compete and operate in these areas, which may be costly, and in certain cases obtain new licensing. Such businesses include the following: · Financell: Our finance business, Financell, serves to meet the financial needs of individual and corporate customers in the Turkish market, primarily in our bundled offers featuring both communications services and a smart device, particularly a smartphone or a tablet. Financell carried a total of TRY 7.8 billion in loans outstanding as of December 31, 2025. Our bad debt and cost of risk may increase in the event that our various lending criteria fail to preserve the quality of our assets, and/or in the event of an economic slowdown in Türkiye, as well as due to catastrophic events like natural disasters or pandemics that affect large portions of the population. Economic volatility could lead to an increase in non-performing loans, as well as to losses and the eventual tightening of lending criteria, which in turn may lead to a reduction of our loan portfolio. While an inflationary environment may ease the burden of Turkish Lira-denominated debt repayments for many customers, Financell remains exposed to volatile financial conditions, including fluctuations in interest rates, the CBRT reserve requirement decisions and foreign exchange rates, particularly since the pricing of most devices is closely tied to foreign currencies. Moreover, rising interest rates have a negative impact on Financell’s cost base, and the continuation of high interest rates may further pressure net interest margin. More generally, the financing sector is rapidly evolving and no assurance can be given that we will be able to adapt to changing regulatory conditions, such as those that have resulted in invoicing obligations, or market trends, or that new competitors will not emerge. Additionally, global production and supply of smart devices may be negatively affected due to constraints in memory components, which are in high demand due to exponential growth in AI infrastructure. In such a case, the demand for loans may also be negatively affected. We have been diversifying Financell’s portfolio with new products in the consumer segment, such as shopping loans or vehicle loans, as well as in the corporate segment, for digital infrastructure needs or renewable energy investments. The return on investment for these new products may not meet our expectations, which would prevent us from realizing the synergies that we expect from our finance business. Additionally, see “—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition.” Given our focus on providing techfin services as part of our complete portfolio of digital services, we submitted an application for incorporation of a digital banking company to the BRSA in Türkiye in June 2022, and the review process is still continuing. After obtaining the incorporation permit, an operating permit application would need to be submitted to the BRSA again with the completion of required infrastructure and organizational preparations. The review of the BRSA may result in the regulator asking for additional requirements to approve the license application, delays in the license process, ultimate rejection of the whole license application, or partial rejection of the license application, any of which may prevent us from achieving our strategic goals. If and when these processes are approved by the related authority, this business may expose us, notably, to liquidity and market risk, credit risk, fraud risk, regulatory penalty risk and cyber-attack risks, in particular with respect to personal information that we process and store. 18 Table of Contents · Global Tower. Our subsidiary Kule Hizmet ve İşletmecilik A.Ş. (“Global Tower”) operates a large portfolio of telecommunication towers in multiple countries, which exposes us to risks related to the expiry, non-renewal or termination of certain concessions and licenses. In such cases, Turkcell may be required to transfer to the ICTA tower assets it owns where related ground lease agreements are held by Global Tower, potentially resulting in loss of revenue and adversely effecting our business and results of operations. Beginning in 2026 and thereafter, we expect increased competition from local tower companies, as 5G services are rolled out, which may put pressure on our pricing flexibity and tenancy ratios. While price adjustments in tenant contracts are indexed to inflation, persistently high inflation may lead customers to reduce their tower usage, negatively affecting occupancy levels. In addition, rising commodity prices, particularly for metals, as well as inflation-driven increases in personnel and other operating costs may compress margins, especially during the construction of new sites. Our mobile telecom subsidiaries in Belarus and the Turkish Republic of Northern Cyprus (the “Turkish Republic of Northern Cyprus” or “TRNC”) are exposed to similar risks in their respective markets. · TDC: In 2024, the Company incorporated TDC Veri Hizmetleri A.Ş. (“TDC”) to consolidate its data center and cloud operations following a partial demerger from Superonline İletişim Hizmetleri A.Ş (“Turkcell Superonline”). As our customer base and demand for data center services grow, the need for additional capacity will necessitate further capital expenditures, which could impact our liquidity and use of cash. Operational profitability of the data center business is also subject to the risks of rising energy costs and the stability of power supply, which are critical to service continuity. Additionally, rapid technological advancements may require frequent infrastructure upgrades, leading to higher-than-anticipated depreciation and maintenance costs. Furthermore, any oversupply or decline in demand for data center services could lead to downward pricing pressure. Any of these factors could adversely affect our financial condition and results of operations. We have recently entered into a strategic partnership with Google Cloud, pursuant to which Turkcell will collaborate with Google Cloud to deliver the infrastructure required for a planned new Google Cloud region in Türkiye, which is currently expected to become operational during the 2028-2029 timeframe, and would significantly expand our data center portfolio. Large-scale infrastructure projects are subject to uncertainties, including construction risks, schedule delays, cost overruns, demand realization and partner performance. Our agreements with Google Cloud include service level commitments and certain commercial obligations and shortfall payments if service levels are not met. However, our collaboration with Google Cloud may not be completed as planned, may not become operational within the expected timeframe or at all, or may not deliver the anticipated returns. If this alliance fails to achieve expected commercial benefits or to align with our strategic objectives, or if market conditions evolve differently than anticipated, our investments may not yield the expected level of returns, and we may decide to adjust or terminate such arrangements, which could adversely affect our financial condition and results of operations. · Togg Joint Venture. We are party to a joint venture in the electric and connected vehicle sector, Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş., (“Togg”). Our involvement in this joint venture exposes us to additional risks related to product development, technology integration and manufacturing processes, as well as financial risks including capital commitments, uncertain returns, and the possibility of incurring net losses over an extended period. These risks are heightened by intensifying competition in the Turkish electric vehicle market, while high inflation and tightening financial conditions may further reduce consumer demand in the automotive market. · Turkcell Enerji. Our subsidiary Turkcell Enerji Çözümleri ve Elektrik Satış Ticaret A.Ş. (“Turkcell Enerji”) is engaged in electricity trading and wholesale and retail sales, which exposes us to risks related to energy prices that are directly impacted by exchange rates and energy regulation, as well as other regulatory and market risks, including the risk of trading electricity on commercially non-viable terms for short periods. In addition, the owned capacity in renewable energy investments of Turkcell Enerji increased after the acquisition of Boyut Grup Enerji Elektrik Üretim İnş. San. ve Tic. A.Ş. (“Boyut Enerji”), which brought additional operational, financial, regulatory and other risks related to the power generation business. The profit margin in the energy business is currently lower than that of our telecommunications businesses and may not rise to the levels that we expect. 19 Table of Contents In order to partially hedge its electricity consumption, Turkcell has undertaken an investment program focusing on renewable electricity generation, primarily through construction of solar power plants, with the objective of generating electricity to offset a portion of its own consumption and achieve renewable energy targets. See “Item 4. Information on the Company—B. Business Overview—II. Strategy” for further details. These investments are subject to a number of risks, potential zoning restrictions, delay or failure to obtain required permits and regulatory approvals, delays in completing energy transmission infrastructure within the planned time frames, and reliance on third-party EPC (engineering, procurement and construction) firms. In addition, due to limited available grid capacity nationwide, additional suitable land for solar power plant projects has yet to be identified. Although we are closely monitoring available capacities and may consider acquiring existing power generation assets, we may not be able to achieve our renewable energy targets in the manner or at the level of investment we expected, or at all, which may adversely impact our strategic goals and reputation in particular, although we remain committed to the achievement of our 300 MW target, the timeframe for installation may extend past 2026 to subsequent years. We also may be exposed to operational and safety-related risks, including potential liabilities arising from occupational health and safety rules during the installation and construction of solar power plants. Furthermore, as a significant portion of the equipment used in our renewable energy projects is imported, our investment costs may be adversely affected by changes in international trade policies, supply chain disruptions or fluctuations in foreign exchange rates. In addition, changes in the regulatory framework governing the self-consumption and offsetting of electricity generated by companies, or disruptions in the implementation of such mechanisms, could adversely affect the economic viability of our renewable energy investments. If such changes occur, our investments may not achieve their expected returns or fulfill their strategic objectives. · We established a venture capital investment fund (the “VCIF” or “Turkcell GSYF”) in March 2022 with a professional fund management company, in order to invest in ventures that we believe are in line with our Company’s business model and can create synergies with our Group’s strategic focus areas. As of year end 2025, our Company had invested around TRY 500 million (not restated for IAS 29) through the VCIF for the current portfolio. Our Board of Directors has authorized us to invest up to TRY 750 million (not restated for IAS 29) in total. In connection with these investments, we may face risks of illiquidity or loss of capital along with other market risks, as well as operational risks relating to the businesses in which the VCIF invests. Through these and other investments, we are exposed to markets, regulators, suppliers, competitors and consumers that are outside of our core telecommunication businesses, in areas in which we may have less expertise and experience. Such investments require significant management time and financial resources. Any failure of such investments may damage our reputation and hinder us from achieving our strategy. In a number of these cases, our investments are made through joint ventures and partnerships, as well as through the funds in our VCIF structure, none of which we fully control, and which expose us to risks associated with the other participants in these ventures and partnerships. This includes in particular the risk of strategic disagreement with them and the risk of their financial default. Furthermore, as a minority participant in an investment, we might encounter difficulties in protecting our shareholder rights. We may also face risks in respect of the actions of the other parties in the investment or venture, for example violating anti-corruption laws such as the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and European Union regulations as well as applicable economic sanctions and embargoes and other risks. For further information relating to the corruption and sanctions laws to which we are subject, see “—If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition.” We pursue alliances such as MVNOs, management service agreements, branding and know-how support services, digital services collaborations and marketing partnerships. However, we may choose to terminate these alliances if they fail to achieve anticipated returns or to align with our strategic objectives. In addition, if an asset in which we have invested does not provide the expected returns, we may consider disposal at a sale price that may be below carrying value or liquidation. In addition to the foregoing, the Turkish Commercial Code and related legislation may require us to provide new capital or other financial support to certain of our controlled subsidiaries, which may divert resources from other needs. Any of the factors listed above may inhibit us from effectively pursuing our strategy, which would adversely affect our business. 20 Table of Contents Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition. We are subject to extensive legislative and regulatory requirements in Türkiye and in other juristictions. Compliance with existing and new rules has significantly affected, and likely is continue to affect how we conduct our business. This includes areas such as pricing, service offerings, conclusion of contracts, contractual terms, customer data processing, contract termination rights and fraud prevention. It also affects how we provide financing solutions, customer communication, subscriber identification procedures, network or infrastructure sharing arrangements, and our ability to obtain, maintain or renew licenses. The laws, regulations, and licenses applicable to our operations are subject to interpretation and enforcement by regulatory authorities, with which we do not always agree. Compliance with regulatory requirements may involve significant costs, while any failure or alleged failure to comply, regardless of intent or disagreement, may result in administrative fines, penalties, criminal actions, reputational harm, or the loss of licenses, any of which could materially and adversely affect our business and financial condition. ● Pricing: Regulations and actions by the ICTA and Ministry of Transport and Infrastructure relating to voice, SMS, data and value added/digital services have constrained, and may continue to constrain, our pricing flexibility and our ability to design and launch commercial campaigns and offers. Under the Retail Price Cap Regulation adopted by the ICTA, maximum tariffs for a range of services and fees - including national/international calls and SMS, activation/deactivation, account related services, mobile station international subscriber directory number (“MSISDN”) and SIM card change, detailed billing information and directory assistance service- are updated twice a year, in April and October. In addition, interconnection rates continue to be determined by the ICTA, and further regulatory actions may adversely affect our wholesale revenues. With the introduction of 5G authorizations, the scope of services subject to the maximum tariff regime applicable to mobile operators has been expanded. Effective from April 30, 2029, upon expiry of the current authorisation period, data services will also fall within the scope of the maximum tariff framework. The unit prices for such services to be determined by the ICTA may materially limit our ability to adjust tariffs in response to market conditions, cost increases and competitive pressures. After conducting investigations to assess compliance with Consumer Rights in the Electronic Communications Sector, the ICTA determined in November 2025 that we must make fundamental changes to our cancellation fee calculation method. Although we challenged this decision in February 2026, if this challenge fails, we may be required to make significant refunds. An ability to adjust our prices and rates for inflation on a timely basis, could adversely affect our profitability. For more information, see “Item 4. Information on the Company—B. Business Overview— XIII. Regulation of the Turkish Telecommunications Industry” and Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. In addition, in the context of an ongoing investigation into corporate subscriptions to our subsidiary Turkcell Superonline, the ICTA stated that inflation-indexed price increase clauses cannot be added to contracts and commitment relationships longer than 24 months cannot be established. We presented our arguments on the basis that this investigation constitutes an extension of a regulation intended solely for “consumers” to include corporate subscriptions. If our defense is not accepted, we may face administrative fines and refund decisions and may be forced to make significant changes to our corporate subscription processes. Since corporate subscription processes are carried out in a similar way at Turkcell, the same risks may also arise for Turkcell. 21 Table of Contents The ICTA has determined and may in the future determine that we are an operator with significant market power and, as a result, the ICTA may impose certain constraints on us that may adversely affect our business and financial condition. As such, ICTA published an updated Wholesale and Retail Dedicated Capacity (Leased Lines) Market Analysis on December 4, 2025. Accordingly, Turkcell Superonline and Türk Telekom were designated as having Significant Market Power (“SMP”) in the wholesale dedicated capacity transmission and termination markets, while in the corresponding retail markets, only Türk Telekom was designated as having SMP. As an operator designated as having SMP, Turkcell Superonline is subject to extensive regulatory obligations, including access obligations for products within the relevant markets, non-discrimination, transparency, the preparation and publication of reference access offers, cost-oriented tariff controls, accounting separation and cost accounting, as well as co-location and facility sharing requirements. These obligations may materially constrain our commercial and operational flexibility, including our ability to design products, set prices, negotiate commercial terms and manage network capacity, and may require additional compliance-related investments. In particular, requirements to publish reference access offers and comply with cost-based pricing controls may exert downward pressure on margins, increase the risk of disputes with access seekers, and expose us to allegations of margin squeeze or discriminatory treatment. If the ICTA were to determine that SMP obligations have not been complied with, this could potentially result in the imposition of administrative fines or retrospective remedial measures or the initiation of legal proceedings. These regulatory constraints may adversely affect Turkcell Superonline’s activities in the wholesale leased lines market, including the services it provides to Turkcell. We filed a lawsuit seeking the annulment of the sections of the Wholesale and Retail Dedicated Capacity (Leased Lines) Market Analysis, as well as the related Board decision. These proceedings are currently ongoing. · Privacy and data protection: Expectations and regulatory standards regarding privacy and data protection have continued to increase globally and in Türkiye. New and more stringent privacy laws and regulations are being adopted, and existing legislation is subject to stricter interpretation and enforcement by authorities, requiring companies to devote increased resources to comply. Ensuring ongiong compliance with these evolving privacy and data protection frameworks requires a long-lasting commitment, and substantial costs, and, despite our efforts, governmental authorities or third parties may assert that our business practices fail to comply. Changes in privacy legislation or in the interpretation of the existing legislation could adversely affect our business, and data processing operations, and could expose us to significant civil and criminal penalties, regulatory actions, business disruption or reputational harm. As we process significant volumes of personal data relating to our customers and employees, we are subject to oversight by several data protection laws and regulations by the Turkish Personal Data Protection Authority, the ICTA and the Capital Markets Board. These regulations impose extensive compliance obligations, requiring to implement and continuously maintain robust data protection and compliance programs. Should we fail to properly implement and comply with these data protection laws and regulations, we may face administrative fines and regulatory actions in amounts that can equal to up to 3% of yearly net sales under Turkish law. Changes to such data protection laws may impose more stringent requirements for compliance and may result in significant penalties for non-compliance. Additionally, several of our subsidiaries collect and process personal data from our digital services, such as BiP, fizy, lifebox and TV+. The scope and complexity of this data processing activities have increased, particularly following the integration of artificial intelligence and data-driven personalization across our platforms. Any failure by us or by third parties with whom we share personal data to comply with applicable data protection requirements, could result in reputational damage, loss of customer trust, regulatory investigations, financial penalties and significant costs associated with breach response and remediation measures, any of which could have a material adverse effect on our business, financial condition and results of operations. While our primary data protection obligations arise under Turkish Data Protection Legislation, the European General Data Protection Regulation (“GDPR”) and other foreign privacy regimes may also apply to certain of our subsidiaries established in the European Union and other jurisdictions, as well as to certain products and services offered to individuals located in the EU. Breach of such EU regulations may potentially result in penalties up to a maximum of 4% of global annual turnover or EUR 20 million, whichever is higher. 22 Table of Contents · Taxation and charges: We are subject to specific taxation and surcharge regimes applicable to the telecommunications sector. In particular, we are liable for the Special Communication Tax (“SCT”), which has been set at 10% since January 2021, and for transceiver and receiver unit surcharge payments calculated at 5% of monthly net sales since January 2018. Future inflationary pressures or budget deficits may trigger additional or retroactive tax amendments, including value added tax (“VAT”) increases and Global Minimum Tax (Pillar 2) impacts. For instance, the 2023 VAT increase to 20% demonstrates this trend. Such changes could negatively impact consumer demand and adversely affect our financial performance. Furthermore, tax measures came into force in 2024, most notably Law No. 7524, which introduced a 10% domestic minimum corporate tax and a 15% global minimum tax (Pillar 2) for large multinationals. While we currently anticipate no material impact from these “top-up” taxes, this could change based on future financial performance or legislative interpretation. Additionally, the law revised VAT treatment in restructurings, mandating a tax inspection for the transfer of VAT credits and limited the deductibility of long-term unused VAT credits. Alongside increased withholding rates on exchange-protected deposits, these evolving regulations could lead to compliance costs and adversely affecting our financial condition. Moreover, the new Presidential Decree on State Aid for Investments, which entered into force on May 30, 2025, introduced a revised framework governing investment incentives in Türkiye and repealed the previous incentive regime. While investment incentive certificates issued prior to the new framework remain subject to the legislation under which they were granted, the scope, eligibility criteria and conditions of available incentives for future investments may change under the new regime. As a result, certain investments planned by the Company may not qualify for incentives to the same extent as they did under the previous framework. This may increase the financial burden of our investments, including additional value added tax, customs duties, resource utilization support fund charges and similar taxes or levies, which could adversely affect our capital expenditures and investment planning, in particular, in light of the strategic importance of the Company’s anticipated significant capital expenditures to support rollout of 5G, expansion of our fiber network, data center investments and renewable energy. Furthermore, since 2019, the Presidency of Türkiye has the authority to increase the Special Consumption Tax rate on mobile phones from 25% to 50%. An increase in this tax may negatively impact mobile phone sales in Türkiye. We cannot rule out the possibility of further increases in tax rates or new taxes and charges, including on mobile devices, data, and services. These restrictions may include a prohibition on the financing of specific goods or services in the future. · Financial services: We are increasingly involved in providing financial services to our customers. As a result of our existing operations in finance, payment and e-money services, and insurance, we are subject to a variety of banking and financial laws and regulations, of which the principal regulators include the BRSA, the CBRT and the Turkish Insurance and Private Pension Regulation and Supervision Authority (IPRSA). Changes in laws or regulations, or the interpretation or enforcement thereof, may adversely affect our finance-related businesses. In particular, regulatory limitations on consumer finance activities may negatively impact customer demand and increase our working capital requirements. For example, legislative amendments introduced in 2018 restricting the maximum number of installments for consumer loans above certain thresholds have reduced demand for financed device purchases. As of December 2024, the installment threshold for mobile phones was set at TRY 20,000 and remains unchanged as of the date of this report. For more information, see “—Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing.” Unless this threshold is adjusted in line with inflation and exchange rate developments, the range of eligible smartphone models may continue to narrow, which could further reduce sales volumes, renewal frequency and the penetration of 5G-enabled devices in the Turkish market. In particular our ability to execute our 5G strategy is dependent on Turkish consumers having 5G-enabled devices, which remains relatively limited at this stage. In addition, regulations introduced by the CBRT in October 2023 imposed limits on transaction sizes, monthly transaction caps and usage conditions of mobile payments. These restrictions have adversely affected Financell’s ability to collect loan repayments through customers’ telecommunication bills via our payment company, Paycell. Although the CBRT has recently increased the relevant limits, this regulation has continued to adversely impact Paycell’s transaction volumes and the ability to provide payment solutions to Pay Later (DCB) customers. Such regulatory developments have affected, and may continue to affect, the scale, growth prospects and revenues of our finance and payment businesses. 23 Table of Contents · Digital platforms: Our ambition to acquire customers through digital platforms is heavily dependent on applicable regulations. As of March 1, 2022, the “Regulation on Verification of the Identity of the Applicant in the Electronic Communication Sector” came into force, requiring operators not to use biometric data when setting up subscription contracts with consumers. In order to avoid reverting to paper-based processes in face-to-face channels, we have continued to use the digital signature on tablets for subscription contracts. However, during our transition to an alternative process, we may face the risk of administrative fines. The ICTA is conducting an investigation of our Company in order to examine our compliance with this regulation. If our defense is not accepted, we may be subject to administrative fines. See Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. Recently, regulatory initiatives aimed at protecting children on social media and gaming platforms have increasingly been introduced globally. Similar regulations are currently under consideration in Türkiye, and, if implemented, such measures may lead to a reduction in the time spent by younger users on social media platforms, could have an impact on user behavior, usage patterns, and data revenues. In addition to the risks noted above, differences in the level of regulation on our core telecom businesses and on competitors relying on different technologies may have the effect of distorting competition and placing us at a competitive disadvantage. For example, in the market for internet access services, new generation low earth orbit (LEO) satellite technology is being used to enable internet access globally. Even though these services are not presently authorized and remain subject to legislative approval in Türkiye, any change in the authorization regime that would enable the provision of internet services via LEO satellites may pose a competitive risk in the mid-term, as it could act as a substitute for the existing services we offer. Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully. The Group has investments in emerging or developing markets, including Belarus and the Turkish Republic of Northern Cyprus. Legal systems, institutions, commercial practices and economies in those markets tend to be relatively underdeveloped and some may also suffer from relatively high rates of fraud and corruption. Were we to be affected by fraud or corruption, we could incur significant penalties under applicable anti-corruption legislation, including the FCPA, as well as reputational harm. There can be no assurance that economic, political, social, regulatory and operational risks will evolve favorably in the future. These risks have affected and could adversely affect our reputation and results of operations. We carry out business in Belarus through our 100% stake in CJSC Belarusian Telecommunications Network (“BeST”). See “Item 4. Information on the Company—B. Business Overview—IX. Domestic Subsidiaries and International—BeST.” After the controversial presidential election held in 2020, which caused protests and strikes, the U.S., the UK, Canada and the EU imposed a broad range of sanctions against Belarus and Belarusian entities, persons and certain sectors in Belarus. Since 2022, the EU, U.S., UK and certain other countries broadened this scope, imposing significant sanctions on Belarusian persons and entities, visa restrictions, import bans and wide-ranging export controls, stemming from both the presidential election and Belarus’s ongoing involvement in Russia’s invasion of Ukraine and targeting a wide range of industries and goods, with additional sanctions imposed by the EU and the UK in 2025. While several countries expanded EU sanctions against Belarus in 2025, the United States partially eased its restrictions, including the removal of sanctions on Belavia in September and select potash companies in December. We may face risks of violations or secondary sanctions in cases where domestic regulations conflict with these sanctions’ restrictions. The imposed sanctions and limitations affect the economic climate in Belarus, and also affect our access to, and the cost of, imported equipment and software, notably our base station and office software. In Belarus, the annual inflation in 2025 was 6.8% compared to 5.2% for 2024. The National Bank of the Republic of Belarus revised the refinancing rate from 9.5% to 9.75%, effective from June 2025. As of December 31, 2025, the local currency strengthened by 16.4%, based on the National Bank of Republic of the Belarus, compared to the closing rate on December 31, 2024. Macroeconomic stability is fragile due to the country’s reliance on the Russian economy. Moreover, Belarusian Cloud Technologies LLC (“BeCloud”) is currently the sole provider of 4G and 5G infrastructure services in Belarus. As such, BeST relies on BeCloud for access to advanced mobile network services. BeCloud’s market position may limit the BeST’s ability to influence pricing models and commercial terms. These factors may lead to a decline in our operating performance, our ability to make investments and an impairment of the value of our assets there. 24 Table of Contents In particular, due to these sanctions and the limitations thereof, we face difficulties in making the investments required under the Investment Agreement between Turkcell and Belarus (See “Item 4 Information on the Company—B. Business Overview—IX. Domestic and International Subsidiaries—BeST”) due to both the lack of imported hardware and software (and vendor support) and the challenges with banking operations or international transactions resulting from the sanctions placed by the aforementioned countries on some Belarusian banks. We may also face difficulties in making the required USD 100 million installment payment pursuant to the Investment Agreement. If we fail to implement the investment project within the agreed timeline or do not comply with the required investment amount, we may face penalties or termination of the Investment Agreement. We may also be required to compensate Republic of Belarus for the benefits granted under the agreement, any of which could adversely affect our business and results of operations in the mid-to-long term. See Note 27 to our Consolidated Financial Statements included elsewhere in this annual report. In the Turkish Republic of Northern Cyprus, our subsidiary Kıbrıs Mobile Telekomünikasyon Limited (“Kıbrıs Telekom”) holds 247 MHz bandwidth on 700 MHz, 800 MHz, 900 MHz, 1800 MHz, 2100 MHz, 2600 MHz and 3600 MHz frequencies. Any failure by Kıbrıs Telekom to comply with the terms and conditions of its license agreements may result in regulatory penalties, which could adversely affect our business, financial condition, and results of operations. Additionally, there is a long-awaited market expectation that the incumbent telecom operator, TRNC Telecommunications Office, may be restructured as a public-private partnership. If the restructuring were to be awarded to one of our main competitors, or if it includes the issuance of a third mobile license, this would adversely affect our growth and competitiveness in the region. Furthermore, due to its designation as an operator having significant market power in the mobile access and call origination markets, Kıbrıs Telekom is obliged to provide access and call origination services to MVNOs. Any of these factors may increase competition in the market and adversely affect our business and financial condition. In addition, in July 2025, the TRNC authorities have articulated an objective to develop and modernize the country’s digital infrastructure and, to this end, have entered into a protocol with Türkiye aimed at establishing a nationwide fiber-optic network, including international connectivity through submarine fiber-optic cables. In this context, the Turkish incumbent operator has established a dedicated subsidiary to undertake the deployment and operation of the fiber infrastructure in the TRNC. While this initiative may improve fixed broadband connectivity in the TRNC, it is expected to reshape the fixed internet market in the coming years. The concentration of long-term control over fiber infrastructure in the TRNC may constrain KKTCELL’s commercial and strategic flexibility, intensify competitive pressures and absent fair wholesale access conditions, adversely affect KKTCELL’s financial condition, results of operations and long-term strategic positioning. In addition, such control over critical infrastructure may increase the risk of that operator’s direct or indirect entry into the mobile communications market, which would represent a competitive risk for KKTCELL. In the past, there have been political discussions regarding the reunification of Cyprus, which, if resumed, may bring growth opportunities for our subsidiary, but may also lead to risks including unfavorable changes in applicable regulations, an increase in competition, an increase in capital expenditure requirements and loss of revenues. Our international subsidiaries and operations may not benefit us in the way we expect for the reasons cited above, as well as for other reasons, including general macroeconomic conditions, poor management and legal, regulatory or political obstacles, all of which may be further impacted by war or other conflict. For some of these subsidiaries, we do not expect to achieve desired levels of profitability in the near or mid-term. We may also in response to such conditions consider increasing, restructuring or exiting certain of our investments, as was the case with our former Ukrainian subsidiaries, or we may be required to establish new legal entities or engage in new business lines due to our business needs or recently introduced regulations. In addition, if an asset in which we have invested does not provide the expected returns, we may choose to dispose of it at a price below its carrying or liquidation value. These factors could have an adverse effect on the implementation of our strategy, our financial condition and the demand for and the price of our shares. In addition to investing in our international operations, we also engage in business through roaming agreements in a number of countries. Certain countries in which we engage in business through such roaming agreements are subject to sanctions. See for example “Item 4. Information on the Company—B. Business Overview—III. Customer Segmentation and Services—b. Services—(iv) Wholesale—(i) International Roaming” for a more detailed description of certain of these roaming agreements. Further, in international markets in which monopoly or duopoly markets exist, such as Monaco, the United Arab Emirates, Lebanon and the Maldives, operators tend to increase their roaming prices despite the overall global trend of declining roaming prices, which could increase our roaming costs. Moreover, the terms on which we enter into roaming agreements may change over time, adversely affecting our ability to sustain or enter into such agreements on commercially viable terms. 25 Table of Contents Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing. We continue to experience challenging macroeconomic, regulatory and competitive conditions in our markets that may reduce cash generated from operations, and we expect to continue to face increased funding needs, in particular to finance our technological expansion and investments in 5G, fiber, data centers and renewable energy. Increased funding needs and reduced liquidity may lead to an increase in our borrowing requirements and thus our borrowing costs. Our borrowings may expose us to foreign exchange rate risk, interest rate risk and possibly, to increases in our total interest expense, each of which could have a material adverse effect on our consolidated financial condition and results of operations. We expect to continue to experience moderate cash outflows related to capital expenditures for mobile and fiber investments, 5G license payments, data centers and renewable energy investments, network investments in preparation for possible future earthquakes, and dividend payments. Our liquidity position may also be negatively impacted if our shareholders request dividend payments higher than the trend of our historic dividend pay-outs. Our working capital requirements have increased in past years, in particular after our Financell subsidiary began its operations. The BRSA’s existing regulation imposing a cap on the number of installments with regard to consumer loans for mobile phones significantly decreased the demand for new loans and thus reduced our related working capital requirement accordingly in recent years. However, our working capital requirements could increase again if the BRSA were to raise the maximum number of installments on mobile phone-related loans, as it has already done for refurbished devices, which could stimulate demand. These cash outflows have in the past reduced, and may continue to reduce, our liquidity. No assurance can be given that other unexpected cash outflows will not be required, which could further erode liquidity and therefore increase borrowing requirements. Additionally, significant developments in the local borrowing market restricted access by corporates to Turkish Lira loans. These changes resulted from decisions which were taken by the BRSA and the CBRT between May and November 2022, which raised interest rates and continue to impact our borrowing costs and overall interest expenses. Notwithstanding the repeal of the Turkish Lira loan restrictions in February 6, 2025, Turkish Lira borrowing costs remain significantly high due to the ongoing application of various regulations, including the growth ratio and required reserves to which banks are subject. In addition to local bank borrowings, we are actively utilizing capital market instruments to secure Turkish Lira borrowings from the market. The maturities of our Turkish Lira borrowings fluctuate due to market conditions, predominantly concentrated in maturities of less than one year. As of December 31, 2025, our outstanding debt securities issued in the capital markets totaling TRY 2.3 billion, comprised of TRY 750 million in bonds and TRY 1.6 billion in sukuk. Our ability to issue securities is subject to obtaining the necessary approvals from regulatory authorities such as the Capital Markets Board of Türkiye (“CMB”) and/or the BRSA, and there can be no assurance that any such approvals will be obtained in the future. As of December 31, 2025, our total borrowing (including lease liabilities) amounted to TRY 158,649 million, of which TRY 104,970 million consisted of fixed-rate financing obligations. The proportion of our borrowings subject to floating interest rates (including the impact of hedging) has increased in recent periods, exposing us to higher financing costs in the event of adverse interest rate movements. Our level of indebtedness increased during 2025, and has continued in 2026, as a result of new financing transactions undertaken to support refinancing needs and fund ongoing investments. In this context, we issued a total of USD 1 billion in Eurobonds on January 24, 2025. In addition, to support our liquidity and investment requirements, we entered into several murabaha financing agreements sourced from Gulf region, amounting in aggregate to approximately 360 million USD and also continued to draw down loans under an existing loan agreement with China Development Bank. An increase in borrowing levels, particularly under conditions of reduced cash generation from operations or elevated capital expenditure requirements, may increase our financing costs, limit our financial flexibility and heighten our exposure to interest rate, currency and refinancing risks. For more information on our debt portfolio, please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” We may continue borrowing to finance our infrastructure investments, Financell loan repayments and any other potential investment opportunities. Additionally, we have continued to make excess TRY cash of Turkcell available to other group companies located in Türkiye as short-term TRY loans on an arm’s length basis in line with prevailing market conditions under the framework shareholder loan agreement signed with respective group companies in 2018. Some of our borrowing agreements contain cross default clauses, which could trigger an event of default under such agreements if a group company defaults under its own borrowing agreements (if such default meets certain thresholds). 26 Table of Contents With respect to currency risk, we enter into derivative transactions and endeavor to keep our cash in hard currencies to manage the risk relating to the Turkish Lira. For the year ended December 31, 2025, as a result of fair value changes in derivative instruments, net derivative assets of TRY 196.2 million are recognized in our Consolidated Financial Statements, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—I. Overview—a. Foreign Exchange Risk Management.” However, derivative transactions have costs which are increasing in the current environment and may not fully mitigate all of the risks faced by the group. Our management excercises significant judgment in determining the fair value of these instruments, utilizing an internally-developed model that incorporates key assumptions regarding treasury curves and credit spreads. For a discussion of our critical accounting policies, see “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates.” Furthermore, no assurance can be given that we will continue to have access to financing, or be able to conduct derivative transactions, on terms that are economically viable, or at all. Our business is subject to risks arising from natural disasters and catastrophic accidents. Our main geographical focus is in Türkiye. A significant portion of Türkiye’s population and most of its economic resources are located in a first-degree earthquake risk zone. On February 6, 2023, two high-magnitude earthquakes, centered in Kahramanmaras (the “Southeastern Türkiye Earthquakes”), impacted 11 cities across Southeastern Türkiye and affected 14 million people, accounting for 16% of Türkiye’s population at the time. The earthquakes caused widespread devastation to property and infrastructure in the affected regions. At the time of the Southeastern Türkiye Earthquakes, we had around 6.5 million subscribers in the affected regions. During 2023 and 2024, Turkcell incurred restoration costs directly related to the damage caused by the disaster to our sites, as well as investments for recovery. In addition, an investigation was initiated against our Company in connection with the Southeastern Türkiye Earthquakes concerning our communications infrastructure. Within the scope of the investigation, several violations were identified by the Supervisory Board regarding our alleged failure to take necessary measures to ensure uninterrupted communication during disasters and emergencies. If our defenses are not accepted, there is a risk of administrative fines being imposed on our company. Any further earthquakes in the future may result in significant damages to our IT and NT systems, as well as our data centers, on which our business depends. In particular, any earthquake affecting Istanbul, where a high number of our sites and key management personnel are located, may result in significant damage to our sites and disruption to our services. The continuity of our network and service ability during catastrophic natural disasters largely depends on external resources such as electricity outages, fuel logistics, and transportation infrastructure that are beyond our control. Long-term power outages pose a risk to the continuity of services. Batteries and generators, which back up electricity outages, can provide network continuity only for a limited time. Additionally, the lack of fuel or fuel logistic problems in affected areas might impact the energy production of generators, which could eventually affect our operations or cause a suspension of services. In the event of a disaster, due to disruptions in transportation infrastructure and traffic congestion, our network teams may arrive late at our sites, which could postpone service recovery. Furthermore, rooftop sites, which are generally built on top of residential buildings, might be impacted due to the heavy damage and destruction caused by natural disasters. These factors also put at risk the inventory that we hold which, if damaged, could adversely affect business continuity and our results of operations. Although we have insurance policies with relevant coverage, such policies may only cover a limited portion of the operational expenses and capital expenditure requirements for recovery, as was evidenced in 2023. Furthermore, in the event of a major earthquake, the potential destruction would cause both a major disturbance to the network topology and a shift of population to new living areas, which in turn could necessitate a reevaluation of network investments, leading to potentially significant increased investment requirements. Additionally, since telecommunication services are perceived as a critical service during catastrophic events, suspension of services may lead to reputational risk. The 2023 Southeastern Türkiye Earthquakes, or another future earthquake or natural disaster, have had and may in the future have other economic consequences, including a reduction in overall demand by consumers and businesses in Türkiye. This may continue to adversely affect our sales and increase costs, negatively impacting our operating results and financial condition. In particular, an earthquake in the Marmara region, where our headquarters are located, might create a disruption in management continuity, impact sustainability of services, and restrain the implementation of crisis management plans. 27 Table of Contents Moreover, a massive natural disaster may also disrupt the fragile economic conditions in Türkiye, further widening budget deficits. We might face state of emergency measures which could directly impact our business. In light of the increased cost of recovery and reconstructions in the affected regions and the impact on the population, the authorities might apply one-time taxes or permanent tax increases or donation programs, or impose required forgiveness measures for consumer debts, that affect our Company, as we experienced in 2023. See “Item 5. Operating and Financial Review and Prospects—II. Taxation Issues in the Telecommunications Sector and Other Sectors in which the Company Operates” and “Item 5. Operating and Financial Review and Prospects—III. Southeastern Türkiye Earthquakes.” Overall, we cannot fully assess the potential financial and operational risks of any such events in the future, any of which could materially adversely affect our results of operations and financial condition. Environmental risks and climate change could significantly impact our businesses. Risks induced by climate change, including temperature conditions, increases in energy consumption and/or energy prices, can directly affect Turkcell’s business operations. In particular, extreme weather events precipitated by long-term climate change, such as heat waves, floods or forest fires, have the potential to directly damage network facilities, disrupt our ability to build, maintain and repair portions of our network, disrupt suppliers’ ability to provide the products and services we require to provide reliable network coverage or cause us to incur significant expenditures to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to and mitigate the effects of climate change. Any such disruption or preventive or remedial response could delay network deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results. Turkcell has taken, and continues to take, measures against extreme weather events and natural disaster risks caused by climate change. Studies are conducted in light of the expected increases in average temperatures in the long term in order to guide our investment strategy aimed at mitigating such risks. For example, rising average temperatures or heat waves could result in increases in energy prices and/or energy shortages, which could adversely affect our operations and increase our energy costs, in particular due to energy consumption of our network infrastructure or data centers, notably as our strategy involves significant data center investments over the coming years. Turkcell is also making substantial investments in solar energy and solar power plants as part of its greenhouse gas (“GHG”) emission reduction goals, which were validated by the Science Based Initiative (“SBTi”). In 2023, taking 2020 as the base year, Turkcell committed to reducing its Scope 1 and Scope 2 greenhouse gas emissions by 50.47% by 2030, and its Scope 3 greenhouse gas emissions by 25% over the same period. As of the end of 2025, these targets have been reached with the contribution of renewable energy certificates as in the previous year. Accordingly, Turkcell plans to update its near-term SBTi-validated emission reduction targets to reflect a more ambitious pathway in the coming years. In line with its sustainability strategy, Turkcell remains committed to the achievement of 300 MW target, however, the installation timeframe may extend beyond 2026 into subsequent years. Failure to achieve such targets may damage our reputation, or could adversely impact our expected cost advantage. In addition, see “—Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition.” Furthermore, Turkcell invested in mobile base stations and rooftops with solar panels in order to provide service in places where electricity is not available or where there is a need for additional capacity, as well as to serve Turkcell’s proposed energy solution goals. Though there can be no guarantee such investments will provide sufficient power for Turkcell’s operations at a reasonable cost, or that we will be able to achieve our emissions reductions goals in the timeframe we have announced. 28 Table of Contents The Turkish Sustainability Reporting Standards (“TSRS”) entered into force on January 1, 2024, with the decision of the Public Oversight Authority in Türkiye. These standards are based on IFRS S1 and IFRS S2 developed by the International Financial Reporting Standards Foundation and issued by the International Sustainability Standards Board. In line with this decision, the Company published TSRS-compliant sustainability report for 2025, including detailed disclosures on climate-related risks and opportunities, as part of its integrated annual report in March 2026. The Company’s disclosure of information on its Environmental, Social and Governance (“ESG”) objectives and initiatives in its public reports and other communications (including its GHG emission reduction targets) exposes it to the risk that it will fail to achieve these objectives and initiatives. In addition, in response to such new regulatory, or other initiatives, Turkcell may choose, or be required, to modify or adopt additional strategies, policies, or procedures related to ESG matters or prepare more expansive ESG reporting, which could cause the Company to expend significant capital and human resources and could divert management’s attention. Non-compliance with any applicable ESG reporting obligations may result in enforcement actions, sanctions, reputational harm or private litigation. Further, expectations and requirements may differ from region to region, may be based on diverging calculation or other criteria and may experience material changes as they still are at their emerging phase. Simultaneously, some stakeholders may pursue actions, such as litigation or policy initiatives, to reduce companies’ efforts on certain ESG-related matters, which may require Turkcell to incur additional costs or otherwise adversely impact its business. In addition, the Company makes its best efforts to adapt to or comply with increasingly demanding expectations from analysts, investors, customers and other stakeholders and new regulatory reporting or other legal requirements related to ESG issues; however, it may not always be able to fully meet such expectations or requirements in a timely manner. Although the Company is working to comply with new ESG reporting requirements, to achieve its objectives, and to meet the expectations of its stakeholders in these matters, if the Company is unable to meet these expectations, fails to adequately address ESG matters or fails to achieve the reported objectives (including its GHG emission reduction targets), its reputation, its business, financial position, results of operations and/or cash flows could be materially and adversely affected. In particular, the company issued a sustainable bond in January 2025, in accordance with the commitments outlined in Turkcell’s Sustainable Framework. While the terms of the Sustainable Bond do not impose legally binding obligations regarding the use of proceeds, and a failure to adhere to the framework would not constitute an event of default, such a scenario could still give rise to regulatory and reputational risks. Regulatory actions or investor claims could be pursued under U.S. securities laws, or similar fraud and misrepresentation theories in other jurisdictions, alleging that investors were misled regarding the intended use of proceeds. Furthermore, even in the absence of formal liability, public concerns over non-compliance with sustainability commitments could impact investor confidence, reduce demand for future bond issuances, and lead to reputational harm or may result in administrative fines by the Capital Markets Board of Türkiye. Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threats. Our ability to conduct our business depends on the availability and security of our information technology (“IT”) and network technology (“NT”) systems and services. As part of our ongoing strategic vision to be a technology leader in Türkiye, more equipment and systems have been connected to our IT systems. We also rely on digital technology, including information systems, to process financial and operational information. Maintaining the security of the personal and financial data, intellectual property, and other confidential and sensitive data of our customers, employees and suppliers, including the security of services in the cloud, is essential to our business. We could experience IT and NT failures and outages due to physical incidents and threats, such as system deficiencies, human error, natural disasters such as earthquakes and floods, energy blackouts, fire, power losses, pandemic measures, facility access issues, unsuccessful migration to alternative or improved IT and NT systems, or other factors, including but not limited to unintentional third-party interruptions or theft and vandalism. In addition, high-profile businesses and telecommunications companies worldwide face a continued increase in cybersecurity threats. Cyberattacks may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation-states, nation state-supported actors, and others. Successful cyberattacks could prevent the effective provision, operation and commercialization of our services, in addition to affecting their use by customers. Further, the use of artificial intelligence and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our suppliers, vendors and other service providers. 29 Table of Contents Our networks and systems are constantly exposed to a variety of different cyber threats and we have experienced an increased number of sabotage incidents, as well as attempted cyber-attacks of varying degrees of sophistication by unauthorized parties attempting to obtain access to our computer systems and networks. Mobile networks that have been migrated to internet protocol technology to transport information, as well as cloud services provided by third parties, may be harmed by potential attacks. Threats to our mobile network can originate from external sources, such as the public internet, or internal sources, such as terminals connected to our mobile network. If successful, an attack on our mobile network, computer systems or other network infrastructure could have an adverse effect on our operations, damage our reputation and affect our relationships with our customers. Through our Cyber Defense Center practices, we have observed many privilege theft and escalation attempts. Also, many phishing and malware activities were detected, including those which targeted technology companies and aimed at taking control over our clients and servers. While no attacks to date have resulted in material impact, there can be no assurance that future attempts will be unsuccessful. A successful hack could disrupt our network and our ability to provide services. It could also result in unauthorized access to, misuse, loss, or destruction of our data or systems as well as theft of sensitive or confidential data, including personal information of our employees and customers, and theft of services and/or funds. DDoS mitigation capability is important to maintaining our market reputation, however the development and maintenance of systems to prevent cyberattacks is costly and requires ongoing monitoring and updating. The changing cybersecurity landscape and regulatory framework could require our Company to devote significant resources to prevent, detect and mitigate the impact of cybersecurity breaches. Furthermore, as a result of the increasing rise of new technologies, such as AI, the Company could be subject to threats that are increasingly difficult to detect and prevent. The development of new attack vectors as well as changes in existing ones, could further expose us to cybersecurity vulnerabilities. A compromise of our security systems or those of our business associates, including joint venture partners or our third party service providers, that results in the information we hold being accessed by unauthorized persons, or abusive schemes or fraud attacks in connection with our digital FinTech services, could adversely affect our reputation with our customers and other stakeholders, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a breach could require that we expend significant additional resources related to the security of information systems and could disrupt our operations. Our data and systems are currently particularly vulnerable to cyber-attacks due to the fact that a significant proportion of our employees work remotely. Remote work without virtual private network (“VPN”) makes it difficult to monitor cyber security threats and take necessary actions. Although we implement and update patches on an ongoing basis, it is difficult to instantly monitor computers of the employees when not connected with VPN. If successful, an attack on our infrastructure could have a material adverse effect on our operations, damage our reputation and affect our relationships with our customers. Disruption of supply chains, international trade restrictions and our dependency on a small number of suppliers and on a single distributor may have an adverse effect on our business and financial condition. We purchase a significant portion of our telecommunications network equipment and related products from a limited number of major suppliers. Our business is dependent on a small number of critical suppliers in areas such as network infrastructure, information systems, SIM cards, handsets and distribution. In addition, since January 1, 2025, we have been working with a single exclusive distributor in Türkiye for smartphones and tablets, which increases our exposure to supplier and distributor concentration risk. Any financial difficulty, operational failure, or inability of our suppliers or distributor to deliver equipment or services in the required timeframe or quality may adversely affect our business and financial condition. 30 Table of Contents Our suppliers and distributors may face delays or disruptions due to global supply chain constraints, including shortages of semiconductors, memory and chip components. These constraints have been intensified by the rapid growth of AI-related demand across multiple industries. As flash memory and RAM manufacturers increasingly allocate production capacity to AI-related applications, we have experienced, and may continue to experience, price increases and delivery delays for certain equipment, including consumer devices (such as set-top boxes and modems) as well as data center and techfin products. Geopolitical developments, including the ongoing conflict between Russia and Ukraine and broader regional tensions, have contributed to uncertainty in global supply chains affecting the telecommunications sector. In addition, fiber-optic cables are subject to global supply and demand dynamics that may be influenced by regional production priorities, trade patterns, and transportation constraints. These factors may lead to fluctuations in availability, lead times, and pricing. While we actively manage procurement planning and supplier relationships, sustained market volatility could affect the timing and cost of certain infrastructure investments. Protectionist measures adopted in certain regions, including tariffs imposed by major economies, trade restrictions related to international transport, and other geopolitical events, such as armed conflict and political instability in Iran, the Middle East, Ukraine and Russia, may further disrupt the supply of technological devices and equipment. If such failures occur, we may be unable to provide products and services to our customers on a timely basis, may be required to increase prices, or may face challenges in maintaining, expanding or upgrading our network. In addition, national security considerations may limit our ability to utilize certain suppliers, potentially requiring us to source alternative products at higher cost or with longer lead times. For example, certain EU countries have imposed restrictions on the use of telecom suppliers that are considered high-risk for 5G network infrastructure, such as certain Chinese vendors, which is one of the suppliers used by the Company for its existing network infrastructure and equipment. During 2024, the U.S. government also imposed export restrictions against Huawei, supplementing those imposed in 2019, effecting several export license applications that allowed them to sell semiconductors in the United States. We cannot predict whether additional restrictions targeting Huawei or other Chinese technology suppliers, including restrictions that would prevent us from acquiring supplies from Huawei or other Chinese technology suppliers in the future, will be adopted or predict the impact that such restrictions may have on our operations or on our strategy for 5G. In addition, to the extent that changes in the political environment due to the imposition of protectionist or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected. As a result of the cost and time lag that can be associated with transitioning from one supplier to another, our business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business and financial condition. Our competitive position could also be adversely affected if our suppliers fall behind in technological development compared to the suppliers of our competitors. Adverse economic conditions have negatively affected and may continue to affect our domestic and international suppliers, leading to a contraction in their business, which in turn may lead to a decrease in the quality of the services that they render to us and adversely affect timely delivery of such services, thereby negatively impacting our business and operations. In particular, if prices at which we purchase products from our domestic and international suppliers increase, namely as a result of currency depreciation, inflation and raw materials shortage crisis—both in Türkiye and internationally— we would need to pass on all or a large portion of these additional costs to our customers to be able to maintain our margins. However, we may be unable to increase the selling price of products or services to fully or partially offset the price increases by our suppliers (some of which have considerable negotiating power), particularly if our main competitors choose not to implement such price increases. In addition, our existing license agreements or new regulations may require us to purchase network equipment from specified suppliers or meet certain specifications regarding our existing suppliers. Such as, with the 5G authorization, our existing obligations for local product procurement and mandated purchase quotas from SMEs have been increased; furthermore, an additional requirement for the use of national communication equipment has been introduced. Equipment from these suppliers may not always be compatible with our existing equipment or the supplier may fail to integrate it, and our employees may not be familiar with the technical specifications and maintenance requirements of equipment from these suppliers. Furthermore, if our suppliers fail to meet the requirements, we may end up violating the terms of our license agreements. Any of these factors could have a material adverse effect on our business and financial condition. 31 Table of Contents Our reliance on contributions from third-party providers for the development and maintenance of solutions outside our core telecommunications activities may adversely affect our business. The operation of our business depends, in part, upon the successful deployment of continually evolving products and services, including for applications in industries other than telecommunications (such as TV, music, energy, mobile financial and payment services and insurance services), corporate services (such as managed services, data center services and community services), as well as for newly developed telecommunications services and products, such as eSIM subscription services, authentication solutions and connected cars. We rely on third-party providers, by choice or due to regulations, to help us effectively manage and address risks related to security and regulations for many of our products and services, including, but not limited to, those in industries beyond telecommunications. Changes in industry practice or in technology may impair our partners’ business and/or negatively impact the content we are developing, such as for entertainment, which, in turn, could have a material adverse effect on our business and financial condition. Relying on a single provider may pose a risk to our financial position by limiting our pricing flexibility and weakening our negotiating power. Further, failure by our third-party providers to provide their services on the timeframe or according to the quality standards we expect may impact our own reputation and our ability to carry out our strategic objectives. If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition. We are subject to various laws and regulations relating to unethical business practices, including bribery and corruption, and international sanctions. Bribery and anti-corruption laws in effect in many countries prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining new business or maintaining existing business relationships. Certain anti-corruption laws such as the FCPA also require the maintenance of proper books and records, and the implementation of controls and procedures in order to ensure that a company’s operations do not involve corrupt payments. Since we operate in several countries, and given that some of our clients and local partners (including those with whom we enter into cooperation agreements or similar agreements), are government-owned entities and that our projects and agreements often require approvals from public officials, we face the risk that our employees, local partners, consultants or agents may take actions that are in violation of our policies and of anti-corruption laws. In many parts of the world where we currently operate or seek to expand our business, local practices and customs may be inconsistent with our policies, and could violate anti-corruption laws, including the FCPA and European Union regulations, as well as applicable economic sanctions and embargoes. Our employees, local partners or other parties acting on our behalf or with whom we enter into cooperation agreements or similar agreements, or our suppliers, could violate policies and procedures intended to promote compliance with anti-corruption laws or economic sanctions, regardless of whether we had participated in such acts or had knowledge of such acts at certain levels within our organization. Any of the foregoing could result in criminal prosecution and sanctions, fines, penalties, withdrawal of licenses against us, companies in which we invested, and our and their officers and employees and significant damage to our reputation, and negatively affect our competitive advantage and financial position. There can be no assurance that acts of corruption will not occur or be alleged in respect of any of our activities or those of our current or past affiliates. 32 Table of Contents We have strong commercial ties to several Chinese vendors from which we have in the past purchased network equipment, and currently have a significant installed base of equipment from such vendors, including in the context of the development of our 5G network infrastructure and cloud and IT infrastructure. We also have access to financing from the CDB which facilitates the purchase of Chinese equipment. Should any one of these Chinese entities become subject to U.S. sanctions, or should we or any entity in our supply chain be compelled to terminate a relationship with a vendor as a result of the direct or indirect reexport restrictions implications resulting from an entity being added to the Entity List prohibitions of the U.S. Commerce Department’s Bureau of Industry and Security (BIS), which would affect our ability to purchase their equipment in the future and require us to find alternative suppliers. Additionally, if we are compelled to terminate or suspend our relationships with these vendors for any other reason, namely as a result of the ongoing tensions between their countries and the U.S., this may lead to an increase in our costs. Such developments could also negatively impact our ability to develop and maintain our increasingly advanced network infrastructure and negatively affect our competitive advantage and financial position. One Russian vendor for our subsidiary in the Turkish Republic of Northern Cyprus has been included on the U.S. sanctions list, and we continue to take steps to terminate that relationship and otherwise mitigate the risk of secondary sanctions being imposed on our subsidiary or ourselves. At this point, however, no assurance can be given that the Russian vendor will continue to cooperate in replacing its products with a new vendor’s products nor what the U.S. authorities may do in the transition period during which our subsidiary must continue some form of relationship with the Russian vendor. For further details regarding potential sanctions, see “—Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully.” These investments may not provide the benefits that we expect, and our pursuit of acquisition opportunities may increase these risks and we may be unable to divest such investments successfully. We are involved in various claims and legal actions arising in connection with our business, which could have a material effect on our financial condition. We are subject to investigations and regular audits by governmental authorities in Türkiye, including the Competition Board, the ICTA, the Ministry of Commerce, tax authorities and certain other parties, and governmental authorities in other countries in which we have operations. We are currently involved in various claims and legal actions with some of these authorities, as discussed below. We are also from time to time involved in disputes with private parties, including suppliers, distributors and other business partners. We set aside provisions on an as-needed basis with regard to our ongoing disputes in line with applicable accounting standards. However, no assurance can be given that the provisions we set aside will be sufficient to cover any actual losses under these matters, or that new disputes will not arise under which we would face additional liabilities and reputational risk. We and our subsidiaries face a risk of tax audits and claims in many different areas of our business that are subject to taxation, such as corporate tax, value added taxes, special communication tax and others. Such audits and claims have led to significant tax assessments and penalties in the past and may again do so in the future. Disputes related to taxation have been particularly significant and major penalties have resulted. In addition, changes in tax laws and non-tax regulations, may lead to increases in our tax burden and may, as a result, materially adversely affect our financial condition and results of operations. Under our licenses (2G and 3G) and Authorization Certificates (4.5G and 5G) as part of our license, we are required to pay a monthly treasury share equal to 15% of our gross revenue, subject to certain exemptions. Starting April 30, 2029, and continuing until our current ICTA authorizations expire, our allocated frequencies and infrastructure will transition into a new consolidated authorization framework. This transition requires an additional annual payment of 5% of gross sales (excluding VAT), as determined by the ICTA. We are currently subject to ongoing audits in relation to the periods through 2025 and the Ministry of Treasury and Finance (the “Turkish Treasury”) may change its views based on its interpretations of treasury share calculations. Therefore, if these interpretations differ from the Company’s calculations, unanticipated treasury share liabilities and fines may be levied. Investigations were conducted in 2022, 2023 and 2024 without assessment, however we cannot rule out the possibility that disputes will arise in respect of subsequent periods. Operators must pay license and annual utilization fees for wireless equipment to the ICTA. The wireless equipment fee (TRx) is calculated as 5% of the Company’s monthly net sales. We believe that content services are provided without any infrastructure requirements and, therefore, that content service income should not be considered as mobile electronic communication services. The ICTA does not agree with us and is contesting our request to recover approximately TRY 142 million (not restated for IAS 29) of TRx fee paid. The lawsuits related to this dispute were finalized against the Company, and we made individual applications before the Constitutional Court, where the process is ongoing. 33 Table of Contents The Turkish Competition Board has, for several years, alleged that we have abused our dominant position in the Turkish mobile market through our exclusive practices directed at our dealers. While there is no ongoing investigation of Turkcell regarding such allegations, we cannot ensure that we will not be subject to such investigations in the future. Such investigations and any similar actions may have financial consequences and hinder our ability to effectively respond to competition. We are also exposed to litigation and dispute risks with third parties, including our competitors, which may result in regulatory investigations. For example, we are currently involved in a dispute with NetGSM, the MVNO operating on our network, an relating to an MVNO agreement with NetGSM on November 5, 2020. On August 2, 2024, Turkcell notified NetGSM of the termination of its MVNO services and ceased providing access services as of November 5, 2024, except for SIM cards that were already active on Turkcell’s network prior to that date. During the conciliation process, the ICTA issued decisions the mobile data access fees for 2024 and 2025 that would be applicable to payments resulting from the conciliation process, and later directing Turkcell to continue providing services for both existing and new NetGSM subscribers. As of December 2025, the ICTA imposed an administrative fine on Turkcell for failure to comply with the decision requiring the continuation of services to new subscribers during the conciliation process. Turkcell is challenging this decision. If Turkcell continues to provide connectivity only to existing NetGSM SIM cards that were active prior to November 5, 2024, or does not provide 5G services to such subscribers it may be subject to further regulatory actions, investigations, administrative fines or other measures by the ICTA. There can be no assurance as to the outcome of these proceedings, and any adverse outcome could have a material adverse effect on our business, financial condition and results of operations. For a more detailed discussion of disputes that we presently believe to be significant, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—I. Legal Proceedings” and Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. Although we maintain and regularly review our internal control over financial reporting, there are inherent limitations on the effectiveness of our controls, particularly as our Company grows and enters into new businesses. We maintain and regularly review internal control over our financial reporting. However, internal control over financial reporting has inherent limitations and there is no assurance that a system of internal control over financial reporting, including one determined to be effective, will prevent or detect all misstatements on a timely basis. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance regarding financial statement preparation and presentation. This risk is exacerbated by our rapid growth into new activities, which creates additional challenges in identifying risks and designing and implementing systems to control them. In addition, we have entered into an agreement with a vendor that will provide a software solution for replicating accounting data from a variety of systems into a single system to obtain consolidated financial reports, which creates risks associated with transition and implementation and can further complicate the process of identifying risks and designing and implementing systems. Furthermore, we operate in a decentralized structure in which most compliance functions are managed at the level of our operating companies rather than at the parent company level, which can further complicate the process of identifying risks and designing and implementing systems. Our systems may not always allow us to detect and prevent fraud or other misconduct by our employees, representatives, agents, suppliers, dealers or other third parties. We may be exposed to fraud or other misconduct committed by our employees, representatives, agents, suppliers, dealers or other third parties that could subject us to litigation, financial losses and sanctions imposed by governmental authorities, as well as affect our reputation. Such misconduct could include misappropriating funds, conducting transactions that are outside of authorized limits, engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities, including in return for any type of benefits or gains or otherwise not complying with applicable laws or our internal policies and procedures. Our latest annual review as of December 31, 2025, similar to the prior annual review, revealed certain deficiencies in our controls, although none that we believe constitutes a “material weakness.” Our controls have, in the past, suffered from deficiencies and no assurance can be given that others will not emerge in the future. A failure to detect or correct deficiencies and weaknesses in a timely manner could have an adverse effect on the accuracy of our financial reporting and on our operations and may also cause financial losses. 34 Table of Contents Our consolidated financial results and/or operational performance could be adversely affected if we are unable to attract and retain our key personnel and skilled employees. Our performance and future success depend to a significant extent on the continued service of our key personnel and our ability to hire, develop, and retain highly skilled employees. Competition for qualified telecommunications and technology professionals in Türkiye and globally is intense. In response to these challenges, we seek to support employee retention, talent development programs, succession planning and flexible working arrangements. However, there can be no assurance that these measures will be sufficient to offset competitive pressures or adverse market conditions. In addition, the global shift toward remote work has expanded the range of employers competing for talent, increasing employee mobility and turnover risk. Macroeconomic conditions in Türkiye, including inflation and depreciation of the Turkish Lira, have also affected and may continue to affect our ability to retain our employees. The loss of key personnel or increased employee attrition to our competitors could disrupt our operations, adversely affect our business and financial condition, and, in certain cases, lead to increased risk of breaches of confidentiality or loss of know-how. Risks Relating to Our American Depositary Shares We have two major shareholders whose interests may not be aligned with those of other shareholders and may expose us to sanctions risk. The possibility of our major shareholders changing their position in Turkcell could negatively affect the Company. In October 2020, Türkiye Varlık Fonu (“TWF”), the wealth fund of the Republic of Türkiye, acquired control of 26.2% of the outstanding shares of our Company. This stake is held through its wholly owned company, TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş (“TVF BTIH”), now our largest shareholder. The current Chairman of TWF is the President of the Republic of Türkiye. TWF is an important investor in the Turkish economy and holds important stakes in numerous other major Turkish companies, including companies with which we have business relationships. This includes several major banks and financial services companies, including Borsa Istanbul A.Ş. (“Borsa Istanbul” or “BIST”), the operator of the Istanbul Stock Exchange, Turksat, and certain energy and infrastructure operators. In 2022, TWF acquired an additional 55% stake in our main competitor Türk Telekom, in addition to 6.68% they held in the past, and the Turkish Treasury has a golden share in that company. Türk Telekom remains the incumbent operator in the Turkish fixed line business and our largest competitor in the mobile market. We can give no assurance regarding the positions that TWF will take as a controlling shareholder of Türk Telekom and of our Company, and that it will not in some instances favor Türk Telekom or decisions which are impacted by its positioning across the Turkish economy. Following the amendment of our Articles of Association at the general assembly on October 21, 2020, a new class of Group A shares with certain privileged rights was created. TVF BTIH is the sole owner of Group A shares, which grant certain governance privileges to their holder. Under the nomination privilege, four members of the Board of Directors, excluding the independent members, are elected by the General Assembly from among the nominees to be nominated by the Group A shareholder. In addition, under the voting privilege, each Group A share carries six votes with respect to the election of Chairman of the General Assembly Meeting and the election of five members of the Board of Directors, four of whom must be nominated under the aforementioned nomination privilege (excluding the independent members). Furthermore, the Chairman of the Board of Directors must be elected from among the members of the Board of Directors elected pursuant to the privileges granted to the Group A shares. Under the current quorum rules of the Board of Directors, at least five members must vote in favor of a resolution to be adopted. If the Group A shares cease to be held by a single shareholder, all privileges granted to Group A shares under the Articles of Association with respect to nomination and election of the members of the Board of Directors shall automatically terminate. The Turkish law establishing TWF exempts it from a number of laws, notably certain capital markets and competition laws, which may negatively affect minority shareholders’ rights. For example, mandatory takeover rules will not apply to TWF’s group and TWF group companies are not bound by a commercial law, which requires compensation of minority shareholders if the controlling shareholder pursues detrimental policies. 35 Table of Contents Our other main shareholder is IMTIS Holdings which is part of the LetterOne group, holding a 19.8% share in Turkcell. Two of the indirect beneficiaries of IMTIS Holdings and LetterOne have been added to the lists of persons subject to US, EU and UK sanctions on Russia arising from the situation in Ukraine. While IMTIS Holdings has assured us that it believes that it is not controlled by these persons and that it is thus not itself subject to such sanctions, and while the shareholder rights of three persons in IMTIS Holdings have been reported to be suspended, no assurance can be given that US, EU and/or UK authorities will not take a contrary position or that the scope of the US, EU, UK or other sanctions will not evolve in a way that would subject IMTIS Holdings to sanctions. Furthermore, no assurance can be given that the relevant beneficiaries of IMTIS Holdings or IMTIS Holdings itself or other LetterOne group entities directly or indirectly controlling IMTIS Holdings will not be added to the US, EU, UK, or other sanctions lists. If IMTIS Holdings or other LetterOne group entities directly or indirectly controlling IMTIS Holdings were to be subject to sanctions, we could be deemed to be in violation of such sanctions as a result of our interactions with it in its capacity as a shareholder of our Company, including the payment of dividends to IMTIS Holdings and we too could therefore become subject to sanctions. See “—Risks Relating to Our Business—If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition.” In addition, we have been subject to shareholder activism campaigns in the past. We believe that such actions may harm our reputation and that responding to them could be costly. Perceived uncertainties as to our future direction as a result of such shareholder activism may lead to the perception of a change in the direction of the business or other instability. This may make it more difficult to attract and retain qualified personnel and business partners and may adversely affect our relationships with vendors, customers and other third parties. The amount and timing of dividends and other profit distributions, including share buybacks, are uncertain. Our Company has adopted a dividend policy in line with the Capital Markets Board’s Communiqué on Dividends, approved by the General Assembly on March 26, 2015, under which we aim to distribute at least 50% of our distributable net income. In addition, at the General Assembly meeting held on May 15, 2025, our shareholders approved the launch of a share buyback program to mitigate the potential impact of domestic or global economic volatility on investors and to support employee share ownership initiatives. The program allows for share buybacks of up to TRY 8.5 billion, or up to 10% of our issued share capital, and was initiated on November 12, 2025, with a planned duration until May 15, 2028. However, there can be no assurance that dividends will be declared or paid in any given period, nor that the share buyback program will be completed as planned. Decisions regarding dividend distributions and share repurchases are subject to the discretion of our Board of Directors and the General Assembly and depend on a number of factors, including our cash position, expected cash flows, funding and investment requirements, retained earnings, financial performance, financial condition, and restrictions under existing indebtedness, as well as limitations, restrictions or prohibitions that may be imposed under applicable laws and regulations, including those of the CMB. Even if the relevant conditions are met, our Board or shareholders may decide not to declare dividends or to suspend, modify or terminate the share buyback program in the future. 36 Table of Contents The price of our American Depositary Shares may be volatile, and purchasers of American Depositary Shares could incur substantial losses. Holders of American Depositary Shares are not entitled to attend shareholders’ meetings, and they may only vote through the depositary. The trading of our ordinary shares on Borsa Istanbul and our American Depositary Shares (“ADSs”) on the New York Stock Exchange involves risks related to operating in different time zones and under different exchange regulations. Significant trading or developments in one market may occur while the other is closed, leading to price discrepancies between the two platforms. Furthermore, the varying settlement procedures and currency fluctuations between the Turkish Lira and the U.S. Dollar may further affect the liquidity and market price of our ADSs, potentially resulting in volatility that is beyond our control. Securities markets worldwide experience significant price and volume fluctuations. Market volatility, as well as general economic, market or political conditions, could reduce the market price of our ADSs, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including changes in our quarterly operating results or dividends, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of negative research reports about our industry, failure of securities analysts to cover our stock or changes in financial estimates by analysts, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industry we operate in or individual scandals. Consequently, in response to these events, the market price of our ADSs could decrease significantly, and purchasers of ADSs could incur substantial losses. In addition, share sales by major shareholders, and the perception that significant sales could occur, may have an adverse impact on the price of our shares and ADRs. In addition, holders of ADSs may face more difficulties in exercising their voting rights as shareholders than they would if they held ordinary shares directly. For instance, under the Turkish Commercial Code and the relevant provisions of our Company’s internal regulations, the shareholders whose names are stipulated in the attendance list or the representatives thereof shall have the right to attend a shareholders’ meeting by submitting their ID cards and/or their letter of proxy at the place of meeting. A holder of ADSs will not be able to meet these requirements and, accordingly, is not entitled to attend shareholders’ meetings. Instead, a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with procedures provided for in the deposit agreements, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting. Because of the extra procedural step involving the depositary, the process for exercising voting rights will take longer for holders of ADSs than for holders of ordinary shares. ADSs for which the depositary does not receive timely voting instructions will not be voted at any meeting.