6-K
Turkcell Iletisim Hizmetleri A S (TKC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name into English)
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Türkiye
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Enclosure: A press release dated January 24, 2025 announcing the registrant’s completion of debt instrument issuance.

Istanbul, January 24, 2025
Announcement Regarding Completion of DebtInstrument Issuance
The sale process of the sustainable bond issuance of our Company with a nominal amount of USD 500 million, 7-year maturity, a redemption date of 24.01.2032, a fixed annual coupon rate of 7.65%, and a sales price of 100% of the nominal value, to qualified investors abroad was completed on January 24, 2025. The subscription agreement for the issuance was signed on January 22, 2025. The sustainable bond is listed on the Irish Stock Exchange (Euronext Dublin). The proceeds were transferred to our Company's accounts.
Notification Regarding Issue of Capital Market Instrument (DebtInstrument)
| Board<br> Decision Date | :<br> 25.10.2024 |
|---|---|
| Related Issue Limit Info | |
| Currency<br> Unit | :<br> USD |
| Limit | :<br> 500,000,000 USD |
| Issue<br> Limit Security Type | :<br> Debt Securities |
| Sale<br> Type | :<br> Oversea |
| Domestic<br> / Oversea | :<br> Oversea |
| Capital<br> Market Board Approval Date | :<br> 28.11.2024 |
| Capital Market Instrument to be Issued Info | |
| Type | :<br> Sustainable Bond |
| Maturity<br> Date | :<br> 24.01.2032 |
| Maturity<br> (Day) | :<br> 2556 |
| Sale<br> Type | :<br> Oversea |
| The<br> country where the issue takes place | :<br> Ireland |
| Is<br> The Issued Capital Market Instrument Green/Sustainability-Themed? | :<br> Sustainable |
| Central<br> Securities Depository | :<br> DTC/Euroclear/Clearstream |
| Nominal<br> Value of Capital Market Instrument Sold | :<br> 500,000,000 |
| Maturity<br> Starting Date | :<br> 24.01.2025 |
| Issue<br> Exchange Rate | :<br> 35.599 |
| Interest<br> Rate Type | :<br> Fixed Rate |
| Traded<br> in the Stock Exchange | :<br> Yes |
| Payment<br> Type | :<br> Foreign Exchange Payment |
| ISIN<br> Code | :<br> XS2981975613 |
| Coupon<br> Number | :<br> 14 |
| Currency<br> Unit | :<br> USD |
| Coupon<br> Payment Frequency | :<br> Once Every Six Months |
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Redemption Plan of Capital Market Instrument Sold
| Coupon Number | Payment Date** | Was The Payment Made? |
|---|---|---|
| 1 | 24<br> July 2025 | |
| 2 | 24<br> January 2026 | |
| 3 | 24<br> July 2026 | |
| 4 | 24<br> January 2027 | |
| 5 | 24<br> July 2027 | |
| 6 | 24<br> January 2028 | |
| 7 | 24<br> July 2028 | |
| 8 | 24<br> January 2029 | |
| 9 | 24<br> July 2029 | |
| 10 | 24<br> January 2030 | |
| 11 | 24<br> July 2030 | |
| 12 | 24<br> January 2031 | |
| 13 | 24<br> July 2031 | |
| 14 | 24<br> January 2032 | |
| Principal/Maturity<br> Date Payment Amount | 24<br> January 2032 |
** Ifthe payment date is not a business day, it shall mean the following business day
Issuer Rating Note
| Rating<br> Company | Rating<br> Note | Rating<br> Date | Is<br> it Investment Grade? |
|---|---|---|---|
| Fitch<br> Ratings, S&P Ratings | Fitch:<br> BB- (Stable), S&P: BB (Stable), | 20.12.2024 | No |
Capital Market Instrument Rating Note
| Rating<br> Company | Rating<br> Note | Rating<br> Date | Is<br> it Investment Grade? |
|---|---|---|---|
| Fitch<br> Ratings, S&P Ratings, | Fitch:<br> BB-, S&P: BB | 13.01.2025 | No |
Disclaimer
This press release does not constitute anoffer to sell, or a solicitation of offers to purchase or subscribe for securities in the United States or any other jurisdiction inwhich such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered underthe U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered within theUnited States or to or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration oran applicable exemption from the registration requirements of thes Securities Act. This press release is being issued pursuant to andin accordance with Rule 135c under the Securities Act.
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURKCELL ILETISIM HIZMETLERI A.S. | |||
|---|---|---|---|
| Date: January 24, 2025 | By: | /s/<br> Özlem Yardım | |
| Name: | Özlem<br> Yardım | ||
| Title: | Investor Relations Corporate<br> Finance Director | ||
| TURKCELL ILETISIM HIZMETLERI A.S. | |||
| --- | --- | --- | --- |
| Date: January 24, 2025 | By: | /s/<br> Kamil Kalyon | |
| Name: | Kamil Kalyon | ||
| Title: | Chief Financial Officer |