| (a) | Item 2 is hereby amended and restated in its entirety with the following:
This Amendment is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):
(i) IMTIS Holdings S.a r.l. ("IMTIS Holdings");
(ii) International Mobile Telecom Investment Stichting Administratiekantoor ("IMTIS");
(iii) L1T UB Holdings S.a r.l ("L1T UB");
(iv) LPE Management Limited ("LPEM");
(v) LPE Middle East Limited; ("LPEME");
(vi) L1TS (Cyprus) Limited ("L1TS"); and
(vii) Letterone Investment Holdings S.A. ("LIHS").
The Reporting Persons
IMTIS Holdings is a Luxembourg company (a societe a responsabilite limitee), with its principal address at 161 Rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg. The principal business of IMTIS Holdings is to function as a holding company. IMTIS Holdings is the beneficial owner of the 435,600,000 shares of Turkcell held by it (the "Shares"), cumulatively representing 19.8% of the issued and outstanding Shares of Turkcell. Current information concerning the identity and background of the directors and officers of IMTIS Holdings and persons controlling IMTIS Holdings is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
IMTIS is a foundation (stichting) incorporated under the laws of the Netherlands, with seat in Amsterdam, the Netherlands, and its registered address at 161 Rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg. The principal business of IMTIS is to acquire, hold, control and administer shares in IMTIS Holdings (and certain other companies from time to time), and other assets from time to time against the issuance of depositary receipts, in each case for the economic benefit of the depositary receipt holder(s). IMTIS is the sole shareholder of IMTIS Holdings. Due to its nature as a Dutch foundation (stichting), IMTIS is a legal entity (rechtspersoon) that does not have any members or shareholders. Depositary receipts issued by the foundation do not evidence ownership of the foundation, but rather reflect contractual rights of a holder of such depositary receipts in respect of certain shares or other assets. Current information concerning the identity and background of the directors and officers of IMTIS is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
L1T UB is a Luxembourg company (a societe a responsabilite limitee), with its principal address at 161 Rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg. The principal business of L1T UB is to function as a holding company. L1T UB is the holder of all depositary receipts issued by IMTIS and, as such, it is entitled to the economic benefits of the underlying assets represented by the depositary receipts. Current information concerning the identity and background of the directors and officers of L1T UB and persons controlling L1T UB is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
LPEM is a United Arab Emirates company, with its principal address at Level 5, Tower 2, DIFC Square, DIFC, Dubai, United Arab Emirates. The principal business of LPEM is to function as a holding company. LPEM is the sole shareholder of L1T UB. Current information concerning the identity and background of the directors and officers of LPEM and persons controlling LPEM is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
LPEME is a United Arab Emirates company, with its principal address at 15, Level 25, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The principal business of LPEME is to function as a holding company. LPEME is the sole shareholder of LPEM. Current information concerning the identity and background of the directors and officers of LPEME and persons controlling LPEME is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
L1TS is a Cyprus company, with its principal address at 1 Salaminos Avenue, 1045, Nicosia, Cyprus. The principal business of L1TS is to function as a holding company. L1TS is the sole shareholder of LPEME. Current information concerning the identity and background of the directors and officers of L1TS and persons controlling L1TS is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
LIHS is a Luxembourg company (a societe anonyme), with its principal address at 161 Rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg. The principal business of LIHS is to function as a holding company. LIHS is the sole shareholder of L1TS. Current information concerning the identity and background of the directors and officers of LIHS and persons controlling LIHS is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2.
During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2, including those persons identified in Annex A, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
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| (b) | In its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to have the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares. By virtue of its direct ownership of the 435,600,000 Shares, IMTIS Holdings has the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, such Shares. |
| (d) | As the holder of all depositary receipts issued by IMTIS, L1T UB is entitled to the economic benefits (i.e., dividend payments, other distributions and sale proceeds, in each case net of costs and taxes) deriving to IMTIS from the 435,600,000 Shares held by IMTIS Holdings. To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by them. |
