Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
TURKCELL ILETISIM HIZMETLERI A S (Name of Issuer) |
Ordinary Shares, nominal value TRY 1.000 per share (Title of Class of Securities) |
(CUSIP Number) |
03/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Carlos Slim Helu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares, nominal value TRY 1.000 per share ("Ordinary Shares") reported herein are held in the form of American Depositary Receipts ("ADSs"). Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to Turkcell Iletisim Hizmetleri A.S.'s (the "Issuer") Form 6-K filed with the Securities and Exchange Commission ("SEC") on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Carlos Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Marco Antonio Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Patrick Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Maria Soumaya Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Vanessa Paola Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Johanna Monique Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,628,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Grupo Financiero Inbursa, S.A.B. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,195,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Control Empresarial de Capitales, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,433,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Fundacion Telmex, A.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,131,170.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Fundacion Carlos Slim, A.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
45,465,533.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The Ordinary Shares reported herein are held in the form of ADSs. Each ADS represents 2.5 Ordinary Shares. Percent beneficially owned is based on approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
TURKCELL ILETISIM HIZMETLERI A S | |
| (b) | Address of issuer's principal executive offices:
AYDINEVLER MAHALLESI INONU CADDESI NO 20, KUCUKYALI OFISPARK, MALTEPE, ISTANBUL, Turkey, 34854 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed pursuant to Rule 13d-2(b) under the U.S. Securities Exchange Act of 1934, as amended (the "Act"), by the persons listed below (the "Reporting Persons"). (1) Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the "Slim Family"). The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Control Empresarial de Capitales S.A. de C.V. ("Control Empresarial"). (2) Grupo Financiero Inbursa, S.A.B. de C.V. ("GFI") is a sociedad anonima bursatil de capital variable organized under the laws of United Mexican States ("Mexico"). GFI is a financial services holding company. GFI owns all of the outstanding voting equity securities of several financial institutions organized in Mexico, including a broker-dealer, a bank, an insurance company and a surety bonding company. GFI, through Banco Inbursa S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, Division Fiduciaria which is one of its subsidiaries, also controls various trusts for the benefit of its employees, employees of its subsidiaries and employees of other entities that may be deemed to be controlled by the Slim Family. In addition, GFI may be deemed to beneficially own the Ordinary Shares underlying ADSs held in a mutual fund managed by GFI through its subsidiary Operadora Inbursa de Fondos de Inversion, S.A. de C.V. as to which it has the power to dispose of and vote, although it disclaims ownership of such Ordinary Shares underlying ADSs. (3) Control Empresarial, a sociedad anonima de capital variable organized under the laws of Mexico, is a holding company with portfolio investments in various companies. (4) Fundacion Telmex, A.C. ("Fundacion Telmex") is a not-for-profit partnership organized under the laws of Mexico. A board, a majority of whose members are members of the Slim Family, makes investment decisions for Fundacion Telmex. Thus, Fundacion Telmex may be deemed to be controlled by the Slim Family, which may be deemed to share beneficial ownership of all the Ordinary Shares underlying ADSs beneficially owned by Fundacion Telmex. The Slim Family expressly disclaims such beneficial ownership. (5) Fundacion Carlos Slim, A.C. ("Fundacion Carlos Slim") is a not-for-profit partnership organized under the laws of Mexico. A board, the majority of whose members are members of the Slim Family, makes investment decisions for Fundacion Carlos Slim. Thus, Fundacion Carlos Slim may be deemed to be controlled by the Slim Family, and the Slim Family may be deemed to share beneficial ownership of all the Ordinary Shares underlying ADSs beneficially owned by Fundacion Carlos Slim. The Slim Family expressly disclaims such beneficial ownership. | |
| (b) | Address or principal business office or, if none, residence:
(1) The principal business address for each member of the Slim Family is: Paseo de las Palmas 736 Colonia Lomas de Chapultepec 11000 Ciudad de Mexico, Mexico (2) The principal business address for each of GFI, Control Empresarial, Fundacion Telmex and Fundacion Carlos Slim is: Paseo de las Palmas 781 Piso 3, Lomas de Chapultepec, Seccion III Miguel Hidalgo, Ciudad de Mexico, Mexico, 11000 | |
| (c) | Citizenship:
Each member of the Slim Family is a Mexican citizen. GFI is a sociedad anonima bursatil de capital variable organized under the laws of Mexico. Control Empresarial is a Mexican corporation. Each of Fundacion Telmex and Fundacion Carlos Slim is a not-for-profit partnership organized under the laws of Mexico. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value TRY 1.000 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Calculations of the percentage of the Ordinary Shares underlying ADSs beneficially owned are based on a total of approximately 2,200,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the SEC on March 13, 2026. As of the date of this filing, (i) GFI indirectly owns 10,195,000 Ordinary Shares underlying ADSs; (ii) Control Empresarial, directly or indirectly, owns 30,433,598 Ordinary Shares underlying ADSs; (iii) Fundacion Telmex, directly or indirectly, owns 25,131,170 Ordinary Shares underlying ADSs; and (iv) Fundacion Carlos Slim, directly or indirectly, owns 45,465,533 Ordinary Shares underlying ADSs (representing collectively, 5.1% of the outstanding Ordinary Shares). Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of GFI and Control Empresarial, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of any Ordinary Shares underlying ADSs owned by such persons (including those beneficially owned by Fundacion Telmex, Fundacion Carlos Slim and a fund managed by GFI but that GFI holds no economic interest in). Because a board, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundacion Telmex and Fundacion Carlos Slim, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any Ordinary Shares underlying ADSs owned by Fundacion Telmex and Fundacion Carlos Slim. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any Ordinary Shares underlying ADSs owned by the Reporting Persons. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of GFI and Control Empresarial, members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of any Ordinary Shares underlying ADSs owned by such persons. Because a board, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundacion Telmex and Fundacion Carlos Slim, members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of any Ordinary Shares underlying ADSs owned by Fundacion Telmex and Fundacion Carlos Slim. Except as otherwise disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of any Ordinary Shares underlying ADSs owned by the Reporting Persons. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The identity of each member of the group filing this schedule is as follows: Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Grupo Financiero Inbursa, S.A.B. de C.V., Control Empresarial de Capitales S.A. de C.V., Fundacion Telmex, A.C. and Fundacion Carlos Slim, A.C. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * The Powers of Attorney for the members of the Slim Family, GFI, Control Empresarial, Fundacion Telmex and Fundacion Carlos Slim are each filed as an exhibit to this Schedule 13G and are all hereby incorporated herein by reference.