TAV Airports Holding Management Presentation

Transcription

1 TAV Airports Holding Management Presentation March

2 Page TAV Airports Overview 1 TAV Airports Financial Overview 10 TAV Airports Operations 20 Conclusion 31 1

3 TAV Airports Structure TAV Airports Holding Co. Airport Companies Service Companies Ataturk Airport (100%) ATÜ (50%) Esenboga Airport (100%) Adnan Menderes Airport (100%) Monastir & Enfidha (85%) Tbilisi (%66) & Batumi (60%) Gazipasa Airport (100%) Skopje & Ohrid (100%) BTA (67%) HAVAS (100%) TAV O&M (100%) TAV IT (97%) TAV Security (67%) TGS (%50) *TGS (Joint Venture with Turkish Airlines) started operations as of 1 January

4 Revenues TAV Airports Overview Airports Duty Free Food and Beverage Ground Handling Other Turkey Istanbul Ataturk Airport (100%), Ankara Esenboğa Airport (100%), Izmir Adnan Menderes Airport (Intl. Terminal) (100%), Gazipasa Airport (1) (100%) Georgia Tbilisi International Airport (66%) and Batumi Airport Tunisia Monastir and Enfidha Airports (2) (85%) ATÜ (50%) Largest duty free operator in Turkey Partner with Unifree owned by Heinemann, leading German travel retailer (Travel Value) BTA (67%) Total seating capacity of 10,500 in Turkey and Georgia Operates Istanbul Airport Hotel (85 rooms) Bakery & pastry factory serving in Turkey Havaş (100%) Traffic, ramp and cargo handling Major groundhandler in Turkey with a c.57% (4) share Operates in 19 airports in Turkey including Istanbul, Ankara, Izmir and Antalya *TGS(%50) operates in Istanbul, Ankara, Izmir, Antalya and Adana O&M, IT and Security TAV O&M (100%): Commercial area allocations & CIP TAV IT (97%): Airport IT services TAV Security (67%): Security service provider in Istanbul, Ankara and Izmir Macedonia Skopje, Ohrid and Shtip Airports (3) (100%) FY09 (5) 377m 145m 59m 126m 66m Notes: (1) We had signed Gazipasa Airport concession agreement on January 7, 2008 and operations started on July 13, (2) We started operations in Monastir Airport on January 1, Enfidha Airport (greenfield investment) started operations in December an agreement concerning the sale of 18% minority shares of TAV Tunisie SA for 39,690,000 to the Pan African Infrastructure Development Fund has been signed (3) We are awarded the tender on September 2, 2008 and TAV commenced its operations as of 1 March, (4) Based on number of flights for 2009 (5) Revenues represent the proportional interest of these companies in TAV Airports (e.g. 50% of ATÜ revenues, 60% of TAV Georgia for whole period) (before eliminations) *TGS started operations as of 1 January

5 LODOCS1 - #172131v14 /4 Ownership Structure (as of February 28, 2010) Shareholder Structure Founding Shareholders 1. Tepe Insaat Sanayi A.Ş. (5) 39,9% (1) 26,1% Turkish integrated conglomerate focused on infrastructure and construction 2. Akfen Holding A.Ş. Holding company operating in the construction, tourism, insurance and energy sector (4) 3,5% (3) 4,4% (2) 26,1% 3. Sera Yapi Endustrisi A.Ş. Family of Dr. Sani Sener, CEO of TAV Airports Other shareholders 4. Other Non-floating 5. Other Free Float 2.Akfen Holding A.Ş. has 14,466,267 (3.98%) shares in the free float 3. Sera Yapi Endustrisi ve Tic. Ltd. Sti. has 1,856,703 (0.51%) shares in the free float 4

6 Traffic Performance In 2009 (January December Period) TAV Total Passenger 42.1 Million (%3 Growth) Istanbul Ataturk Airport Int l Passenger 18.4 Million (%8 Growth) TAV Total Air Traffic Movement Thousand (%2 Growth) TAV Passenger Figures (million pax) Airports 2008* 2009* 08/09 (%) TAV Air Traffic Movements ( 000) Airports /09(%) Jan- Feb09 Jab- Feb10 Istanbul Ataturk % 36,90 39,71 8% Int l % 23,17 25,49 10% Dom % 13,73 14,22 4% Ankara Esenboga % 7,38 8,79 19% Int l % 1,21 1,41 17% Dom % 6,17 7,38 20% Izmir A.Mend. (int l) ,1 0% 1,03 1,33 29% Monastir Airport(Inc. Enfidha) % % Georgia (inc. Batumi) % % TAV Total % 49,01 53,85 10% Int l % % Dom % % Source: Turkish State Airports Authority (DHMI), Georgian Civil Aviation Authority, TAV Tunisie (*) Since 2008 DHMI, passenger figures include transfer passengers Jan- Feb09 Jan- Feb10 Istanbul Ataturk % 3,75 4,40 17% Int l % 2,15 2,59 21% Dom % 1,60 1,80 13% Ankara Esenboga % 0,87 1,05 21% Int l % 0,12 0,13 4% Dom % 0,74 0,92 24% Izmir A.Mend. (int l) % 0,11 0,13 21% Monastir Airport(ınc. Enfidha) % 0,16 0,18 8% Georgia (inc. Batumi) % 0,09 0,09 5% TAV Total % 4,98 5,85 18% Int l % 2,63 3,13 19% Dom % 2,35 2,73 16% % % 5

7 Duty Free Performance TAV Duty Free Revenues %-4 %0 % % Duty Free Spend Per Pax ( ) ATU Average 15,7 14,8 15,9 14,9 Istanbul Ataturk 15,8 16,0 17,3 16, Ankara Esenboga 9,9 11,6 13,4 13,7 Izmir Adnan Menderes 15,5 11,6 11,6 10,7 1Q 2Q 3Q 4Q 6

8 Istanbul Airport Traffic Performance Istanbul Ataturk Airport (Int l Pax Growth) 12M Passenger Growth (2009) 1Q 2Q 3Q 4Q %-1 %7 %10 %13 12M %8 +3% -3% Worldwide mn 2,1 1,9 1,7 1,5 1,3 Atatürk Airport Int'l Pax %8 %9 %6 %5 %10 %0 %13 %13 %15 %11-4% -5% -5% -6% -6% -8% -3% -5% Europe 1,1 0,9 %-2 %-2 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec -8% According to Turkish State Airports Authority (DHMI) figures (including transfer passengers) 7

9 Sector Overwiev Turkish Aviation Market has grown rapidly......demand is expected to be Strong Int'l Pax Dom. Pax Tourist Arrivals CAGR :%8 CAGR :%23 CAGR :% Annual Passenger Growth Forecast* North America Europe Lat America/Caribbean %1,5 %4,2 %5,1 Deregulation of the domestic market in rd largest country in Europe (population:72.5m)*** Limited alternative transport infrastructure In 2009, foreign visitors reached 27m.** Middle East Africa Asia/Pasifics %6 %6,3 %6,9 Source: *ACI (Airports Council International), DHMI, **Ministry Culture and Tourism,***Turkstat 8

10 Potential Projects Potential projects in the region Significant traffic growth expected in the region Thus, significant number of airport developments continuing and upcoming in the Middle East, Africa, Europe, the CIS countries including Russia and India Experienced international airport operators will be needed as the infrastructure developments reach completion -Potential Projects- Riga Int l Airport (with Air Baltic) Saudi Arabia (with Al-Rajhi) Male Int l Airport in Maldives Service Companies (Havas etc.) 9

11 TAV Airports Overview 1 Page TAV Airports Financial Overview 10 TAV Airports Operations 20 Conclusion 31 10

12 LODOCS1 - #172131v14 /11 Operational Performance (in million )* y-o-y 2009 ** 2008 ** y-o-y Revenues % % EBITDA % % EBITDA margin 22.4% 18.6% 3.8 ppt 26.2% 22.4% 3.7 ppt EBITDAR % % EBITDAR margin 46.0% 44.7% 1.3 ppt 48.6% 47.3% 1.3 ppt Net Income (Loss) % Cash flow from operations % Capex % Free Cash Flow (102.4) (0.9) n.m Shareholders Equity % Net Debt % Average number of employees % Net Profit ( m) EBITDA ( m) Consolidated Revenue ( m) y-o-y % y-o-y % y-o-y 2% * Adjusted by including guaranteed pax fee revenues 11

13 Revenue & EBITDA % %14 46 % % Q 2Q 3Q 4Q Q 2Q 3Q 4Q Revenue breakdown (2009) EBITDA Breakdown (2009) F&B 6% Other 19% Duty Free 35% Aviation 22% Ground Handling 19% Other Airports 24% Havas 14% BTA 4% ATU 8% Other Services 14% TAV Istanbul 38% 12

14 OPEX Q 3Q 3Q Q 2Q 3Q 4Q * Excluding concession 1Q rent 2Qexpenses and 3Q D&A expense 4Q Opex breakdown (2009) Opex Breakdown (2009)* D&A 7% catering 3% services rendered 7% duty free inventory sold 11% Other 14% Concession rent expenses 28% Personnel expense 30% Catering 4% Other 22% Services rendered 10% Duty-free 17% Personnel 47% * Excluding concession rent expenses and D&A expense 13

15 Revenue by country 2% of revenue 91% of revenue 7% of revenue 14

16 LODOCS1 - #172131v14 / Financial Summary Note: Figures below are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir (*) EBITDAR figure is used for Istanbul and Tunisie TAV Airports Consolidated 2009 ( million) Revenues EBITDAR (*) EBITDAR (*) Margin Net Debt Airports % Istanbul % Ankara % Izmir % 45.5 Tbilisi (60%) % 29.9 Batumi 1.1 (0.2) -22% (0.1) Tunisie % Gazipasa 0.0 (0.0) nm 8.7 Macedonia 0.0 (0.6) nm (0.0) Services % ATU (50%) % 17.4 BTA % 2.2 Havas % (8.9) Others % Total % Eliminations (133.2) (1.7) 1% (0.0) Consolidated % 941 pre-elimination figures are used 15

17 CAPEX 2009 Capex composition Other 5% Istanbul 12% Gazipasa 3% (million ) Enfidha Airport capex Tunisia 80% 1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 property and equipment airport operation right intangible assets (*) Istanbul Ataturk Airport Development Project (expansion project) and Trigeneration Project (*) BOT and concession assets 16

18 Cash & Debt Structure TAV Airports Consolidated As of 31 December 2009 ( million) Cash and cash equivalents Debt Net Debt Airports Istanbul Ankara Izmir Tunisia Gazipasa Tblisi Batumi 0-0 Macedonia 0-0 Services ATU (50%) BTA Havas Others Total

19 Debt Repayment Million, as of December 31, 2009 De-leveraging Rights Issue ( 57m) TAV Tunisie Sale to IFC ( 28m) Havaş sale to HSBC - Is Girisim ( 102m, pending) ATU Tav Tbilisi Tav Izmir Tav Esenboğa Tav Tunisia 577 TAV Tunisie sale to PAIDF ( 39.7m, pending) Debt on Holding Co. (as of December 31, 2009) Tav Istanbul 103 ( million) year 2-year 3- year 4- year 5- year 5+ years 1- year 2-year 3- year 18

20 Debt Structure NET DEBT ( million) 31 December June December 2008 Airports İstanbul Ankara Increase in Istanbul s debt due to lease payment at the beginning of the year Izmir Tbilisi Batumi Tunisie Fully consolidated as of 31 December 2009, %60 before Drawndown of the project finance facility for the construction of Enfidha Airport in Tunisia Gazipasa Macedonia Services ATU (50%) BTA HAVAŞ ( 9) (6) (4) Others Total Holding Co. debt level mainly stemmed from acquisition of 40% of Havaş shares and equity contribution of TAV Tunisie 19

21 TAV Airports Overview 1 Page TAV Airports Financial Overview 13 TAV Airports Operations 20 Conclusion 31 20

22 Istanbul Atatürk Airport (100% owned) Largest in the region Passenger traffic (m) Main hub and home base for Turkish Airlines One of the fastest growing airport in Europe Revenue of 260 million in million EBITDAR in 2009, implies growth and 74% margin 5 Transfer Fee (from Int l Pax) Terminal Expansion in 2010 Air Traffic Movement per airline (2009) Source: Note: Domestic International DHMI 2009 and 2008 are not comparable with previous periods Revenue ( m) Domestic THY(%76) Onur Air(%14) Atlas Jet(%7) Pegasus(%3) International THY(%64) Lufthansa(%3) Atlas Jet(%1) Air France(%1) Alitalia(%1) Others(%30) y-o-y -1% 2009 Source: DHMİ 21

23 Ankara Esenboga Airport (100% owned) Passenger traffic (m) Newest in the region Secondary hub of Turkish Airlines (THY) Operations commenced in October 16, THY s Ankara based brand Anadolu Jet began to fly in May Domestic International Source: DHMI Air Traffic Movement per airline (2009) Revenue ( m) Domestic International THY(%25) Lufthansa(%15) Pegasus(%11) Cyprus Turkish(%9) Others(%40) THY(%83) Pegasus(%16) Others(%1) Source: DHMI 22

24 Izmir Adnan Menderes Airport (100% owned) Passenger traffic (m) Third largest city with the second biggest port in Turkey Major tourist destination Operations commenced in September 13, Diversified customer base Source: DHMI (*) International passengers only Air Traffic Movement per airline (2009) Revenue ( m) Sun Express(%35) Pegasus(%13) Onur Air(%6) Cyprus Turkish(%6) Others(%39) Source: DHMI 23

25 Tbilisi International Airport (66% owned) Passenger traffic ( 000) Operations in new terminal commenced in February 7, Capturing almost all air traffic in Georgia Capital city of Georgia with promising business opportunities Capacity: 2.8 million passengers per year Source: Georgian Civil Aviation Authority Air Traffic Movement per airline (2009) Revenue ( m) GEORGIAN A/W (%24) TURKISH AIRLINES(%18) LUFTHANSA(%8) OTHERS(%50) Source: Georgian Civil Aviation Authority 24

26 Batumi International Airport (60% owned) Passenger traffic ( 000) Operations in the terminal commenced in May 26, Second biggest city of Georgia with strategic importance International Domestic Note: Domestic Passenger numbers included Hopa Terminal Passengers Source: Georgian Civil Aviation Authority Air Traffic Movement per airline (2009) Revenue ( m) TURKISH AIRLINES(%76) GEORGIAN AIRWAYS(%9) OTHERS(%15) Source: Georgian Civil Aviation Authority 25

27 Monastir International Airport (85% owned) (*) TAV started to operate in January 1, 2008 Tunisia have potential to be the hub of Africa in near future Capturing 39% of all air traffic in Tunisia, mainly tourists using charters 90% of travelers (6 million in 2007) visiting Tunisia preferred air transportation TAV Tunusia SA started to provide services for Enfidha Zine El Abidine Ben Ali International Airport since December, 2009 Passenger traffic (m) Source: TAV Tunisie * TAV sold 15% of shares of TAV Tunisie SA to IFC in June Air Traffic Movement per airline (2009) TUNIS AIR (%30) NOUVELAIR TUNISIA(%20) KARTHAGO AIRLINES(%6) OTHER (%43) Source: TAV Tunisie 26

28 ATU Duty Free (50% owned) Financial Data ATU is the sole duty free operator at Istanbul Ataturk, Ankara, Izmir, Tbilisi,Batumi and Enfidha Competitive concession fee paid to TAV for ATÜoperated shops in Ataturk Airport ATÜ also pursues tenders outside TAV operations ( m) * 2008* 2009* Change Total Revenues % EBITDA ,7 0% EBITDA Margin 3.5% 6.4% 9.1% 9,5% - Spend per pax ( ) ,9-9% Note: Figures imply 100% of ATU Revenue ( m) Spend Per Pax ( )* , ,3 14,8 14,8 14,8 14, * 2007,2008 and 2009 duty-free spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only 27

29 BTA Catering Services (67% owned) BTA is the food and beverage operator at Istanbul Ataturk (Int l), Ankara, Izmir, Tbilisi and Batumi,Monastir,Enfidha,Skpje and Ohrid Total revenue increased by 2% in 2009 Concession fees: BTA pays c40% of its revenues to TAV Financial Data ( m) * 2008* 2009* Change Total Revenues ,1 2% EBITDA n.m. EBITDA Margin 8.6% n.m. 6.0% 11% - Spend per pax ( ) % Note: Figures imply 100% of BTA * 2007 and 2008 food & beverage spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only Revenue ( m) Spend Per Pax ( )* 29, ,3 58,1 59,1 1,3 1,5 1,9 2,4 1,8 2,1 2 14,9 21, * 2007,2008 and 2009 food & beverage spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only 28

30 Havaş Ground Handling (100% owned) (*) Total revenue of Havas increased by 4% in 2009 Currently operating at 19 airports in Turkey Formed strategic partnership with Cyprus Turkish Airlines (KTHY) to undertake ground handling operations in Nothern Cyprus (Ercan Airport) Havaş has been elected by THY as partner in the TGS Ground Handling Services Inc. which commenced its operations as of 01 January, 2010 Financial Data ( m) Change Total Revenues % EBITDA % EBITDA Margin 11.2% 18.7% 23.3% 19.2% - # Aircrafts handled ( 000) Note: Figures imply 100% of HAVAS % * TAV increased its stake in Havaş to 100% in November TAV signed a subscription & shareholders agreement with HSBC Investment Bank Holdings Plc and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. on 16 October 2009 to establish a new company that TAV has 65% of the shares. The new company will take over the whole shares of Havas. Revenue ( m) Aircraft s Handled ( 000) 84,1 99,5 108,1 120,6 125,9 122,7 139,3 158,6 y-o-y 15% 182,7 58,

31 Other Services Other services income mainly contains incomes from maintenance, CIP lounge services, security services and software sales. TAV O&M (100%), incorporated in 2004 Commercial area allocations and maintenance CIP Financial Data ( m) Change Total Revenues % EBITDA n.m. EBITDA Margin 17.3% n.m. n.m. 30% - TAV IT (97%), become a separate entity in 2005 Airport IT services, software and hardware sales TAV Security (67%), became a separate entity in 2006 Security service provider in Istanbul, Ankara and Izmir Note: All periods include TAV Holding, TAV O&M, TAV IT and TAV Security Revenue ( m) Revenue Breakdown ( 2009) 66,1 38,8 50,3 54,5 Holding 39% TAV O&M 39% TAV Security 11% TAV IT 11% 30

32 TAV Airports Overview 1 Page TAV Airports Financial Overview 10 TAV Airports Operations 20 Conclusion 31 31

33 Outlook Traffic & passenger growth Commercial revenues THY joined Star Alliance in April 2008 (boosting transfer pax traffic) Started to collect 5 transfer fee as of Jan in Istanbul Ataturk Airport Ministry of Transportation of Turkey projects 350m. pax by 2023 (Implying %11 CAGR) TAV Airports target 100m. pax by 2020 ATÜ and BTA expected to increase revenues at new airports Change in layout of security checks %50 rights Issue in Feb 2009 ( 58m) Deleveraging Sale of TAV Tunisie stake to IFC ( 28m), PAIDF ( 40m, pending) Havaş sale to HSBC and Is Girisim ( 102m, pending) New projects Antalya Gazipasa and Tunisia Enfidha Airports commenced their operations in July 09 and December 09, respectively Macedonia concession contract effective date: March 1, 2010 TGS: 50%-50% partnership between Havaş and Turkish Airlines, started operations in January 2010 Capex With Completion of Enfidha Airport Project Minimal maintenance capex on existing concessions as all terminals are brand new 32

34 Appendix Share Performance Revenue Sources Concession Overview Historic Overview Developements in 2007, 2008, 2009 IFRIC 12 & Cash Flow Hedge Accounting Revenue and EBITDAR Profile Consolidated Financial Statements Corporate Governance Rating 33

35 LODOCS1 - #172131v14 / Share Performance (as of March 10, 2010) Closing Price Market Cap Avg. Daily Volume TL 5.80 (US$ 3.77) per share US$ Mn US$ 22 Mn (last 3 months) Share Price Performance TL USD Relative to ISE-All Weekly -2% -2% -3% 1M -6% -10% -3% Free Float 44% Foreign ownership 73% of free float 3M 37% 33% 28% 2009 to Date 128% 126% 15% Since IPO -31% -38% -44% Market Performance Price ($) Volume($m) ,4 1,3 1,2 1,1 1,0 0,9 0,8 0,7 0,6 0,5 0,4 0,3 Relative Price ($) TAVHL ($) Relative to ISE Notes: Share figures in this page was prepared as of March 10,

36 Revenue sources Passenger Fee Aeronautical Charges Ground Handling Non-aeronautical Charges Landing Parking Fuel Duty Free F&B Car Park Istanbul Turkey Esenboga Izmir Gazipasa Tunisia Enfidha Monastir Georgia Tbilisi Batumi Macedonia Skopje Ohrid BTA will start operations in Istanbul Ataturk Airport Domestic Terminal starting from July 2010 ATU will start operations in Monastir starting from 2015 BTA will start operations in Monastir starting from

37 LODOCS1 - #172131v14 /36 Airport Type/Expire TAV Stake Scope 2009 Pax(mppa) fee/pax Int'l fee/pax dom. Volume Guarantee Concession Fee Net Debt* Istanbul Ataturk Ankara Esenboga Concession (Jan. 2021) BOT (May 2023) 100% Int'l+Dom. 29,8 US$15, 5 (Transfer) 100% Int'l+Dom. 6, No 0,6 M. Dom., 0,75 Int'l for 2007+%5 p.a $140m/yr + VAT 241m - 119m Izmir A.Menderes BOT (Jan. 2015) 100% Int'l 1, m Int l for %3 p.a. - 46m Gazipasa Concession (May 2034) 100% Int'l+Dom. - 5 TL4 No $ VAT 9m Tbilisi BOT (Feb. 2027) 66% Int'l+Dom. 0,7 US$22 US$6 No - 30m Batumi BOT (Aug. 2027) 60% Int'l+Dom. 0,07 US$12 US$7 No - - Monastir&Enfidha BOT+Concession (May 2047) 85% Int'l+Dom. 3,8 9 in in 2009 No 11-26% of revenues from 2010 to m Skopje & Ohrid BOT+Concession (March 2030) 100% Int'l+Dom. 0, in Skopje, 16.2 in Ohrid - No 15% of the gross annual turnover ** - (*) As of 31 December 2009, ** The concession fee is going to be 15% of the gross annual turnover until the number of passengers using the two airports reaches 1 million, and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the number of passengers 36

38 Historic Overview Established under the name of Tepe Akfen Vie Yatirim Yapim ve Isletme A.S. TAV successfully tendered for BOT project for Istanbul Atatürk Airport (Concession deadline May 7, 2004) BTA was founded May 2004 BTA started operating the Istanbul International Airport Hotel August 2004 Executed the BOT agreement for Ankara Esenboğa International Airport (right to operate through mid-2023) September 2004 TAV O&M incorporated March 2006 TAV Security became a separate entity August 2006 Name changed to TAV Havalimanlari Holding A.S. September 2006 Completed the construction of Izmir Adnan Menderes Airport s international terminal October 2006 Ankara Esenboğa s new domestic and international terminals completed January 2008 TAV started operating Monastir Airport March 2008 TAV Istanbul refinancing April 2008 TAV Tunisie signed project financing agreement September 2008 TAV is awarded the tender for Macedonian Airport Infrastructure Development January 2000 ATÜ began operations International terminal building completed c.8 months ahead of schedule June 2000 Concession agreement extended through to 2 nd July 2005 in return for a 30% enlargement of the int l terminal June 2005 TAV won the tender for Ataturk Airport to operate for 15.5 years (through 2 nd Jan 2021) July 2005 TAV acquired 60% of Havaş shares TAV obtained control of the BOT for Izmir Adnan Menderes Airport (right to operate through Jan 2015) through the acquisition of Havaş August 2005 TAV IT became a separate entity September 2005 TAV Urban Georgia LLC won the BOT tender for the Tbilisi Airport (10.5 years operating contract) with a 9.5-year extension granted in return for the re-development of the Batumi Airport February 2007 IPO: TAV Havalimanlari Holding offered million of its shares to public March 2007 TAV won the tender to operate Monastir and Enfidha Airports in Tunisia for 40 years May 2007 TAV started to operate Batumi Airport July 2007 TAV acquired remaining 25% of TAV Esenboga and 5% of TAV Izmir August 2007 TAV is awarded the tender of Antalya-Gazipasa Airport November 2007 TAV increased its stake in Havaş to 100% from 60% 37

39 Developments in 2009 January March May July September November 2009 February April June August October December 30 January - 13 February 2009 The shareholders exercised their pre-emptive rights stemming from the 50% rights issue for 15 days 02 March 2009 The consortium by TAV Airports and Skonto Buve LTD has been elected for the partnership with the SJSC Riga International Airport Management. 30 June 2009 The agreement regarding the sale of 15% of shares of TAV Tunisie SA to International Finance Corporation (IFC) is signed by the parties. 06 July 2009 The negotiations with the potential investors have been started regarding the sale of minority shares up to 40% of Havaş. 13 July 2009 Antalya Gazipaşa Airport wholly owned by TAV Airports Holding Co., via a 30 lease June of years, The is agreement opened to receive regarding flights. the sale of 15% of shares of TAV Tunisie SA to International Finance Corporation (IFC) is signed by the parties. 27 August 2009 New effective date of Macedonia concession contract is determined as March 1, August 2009 The partnership within TGS Yer Hizmetleri A.Ş. by the joint venture contract signed between HAVAŞ and Turkish Airlines is approved by the Competition Board. 38

40 LODOCS1 - #172131v14 /39 Developments in 2009 January March May July September November 2009 February April June August October December 06 October 2009 SJSC Riga Int.Airport Tender is cancelled due changing economic conditions in Latvia. Our Company started partnership negotiations with Air Baltic to operate a new Terminal in Riga Airport 16 October - TAV signed a subscription & shareholders agreement with HSBC Investment Bank Holdings Plc and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. on 16 October 2009 to establish a new company ( the New Company ) as per the laws of the Republic of Turkey that our Company (TAV Airports Holding, TAV Operational Services, TAV IT Services) has 65% of the shares, HSBC Investment Bank Holdings has 28,33% and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. has 6,66% of the shares. The new company will take over the whole shares of Havas. 09 November 2009 A Joint Venture Agreement is signed between TAV Airports Holding Co.and AL-RAJHI Holding Group which is established and has been operating in the Kingdom of Saudi Arabia. 39

41 Developments in 2009 LODOCS1 - #172131v14 /40 January March May July September November 2009 February April June August October December 07 December 2009 TAV Tunisie SA started to provide services for Enfidha Zine El Abidine Ben Ali International Airport 10 December 2009 We have received the approval of the Competition Authority regarding the transfer of Havas shares. 40

42 IFRIC 12 IFRIC 12 is a new application regarding to interpretation of most of existing standards in the IFRS for example, IAS 11-Construction Contracts, IAS 16-Property Plant and equipment, IAS 17-Leases, IAS 36-Impairment of Assets and IAS 38-Intangible Assets. IFRIC 12 Service Concession Arrangements was developed by the International Financial Reporting Interpretations Committee. Effective date of the application is 1 January TAV Airports adopted IFRIC 12 in the consolidated financial statements for the first time as of 31 March 2008 retrospectively. IFRIC 12 affects P&L in terms of the decrease in aviation income (for the guaranteed passenger fees) and depreciation expenses while the increase in financial income in accordance with such interpretation. BOT assets are classified as airport operation right and trade receivable in the consolidated financial statements. It means the operator (TAV Airports) should account these investments as cost and book construction revenue (if a mark-up on costs) on its financials instead of investments according to the completion of infrastructure throughout the construction periods. Mark-up rates for TAV İzmir, TAV Esenboğa, TAV Tbilisi, TAV Tunisia and TAV Gazipasa, which are in the application of IFRIC 12 are assessed by the management as 0%, 0%, 15%, 5% and 0% during the application periods, respectively. The remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made for the operations of Ankara Esenboğa Airport and İzmir Adnan Menderes Airport is represented as guaranteed passenger fee receivable in the balance sheet as a result of IFRIC 12 application. 41

43 IFRIC 12 The effect of adoption of IFRIC 12 Balance Sheet (Assets) Airport operation right Trade receivables Build-operate-transfer ( BOT ) Investment Added Increase Removed Income Statement Construction revenue Construction expenditure (-) Aviation income Discount interest income Depreciation and amortisation expense (-) Added Added Decrease (guaranteed pax fees) Added Decrease 42

44 LODOCS1 - #172131v14 /43 Cash Flow Hedge Accounting Subsidiaries, TAV Istanbul, TAV Esenboğa, TAV İzmir and TAV Tunisie enter into swap transactions in order to diminish exposure to foreign currency mismatch relating to DHMI instalments and interest rate risk to manage exposure to the floating interest rates relating to loans used. 100%, 85%, 74% and 100% of floating bank loans for TAV İstanbul, TAV Tunisia, TAV İzmir and TAV Esenboğa, respectively are fixed with financial derivatives. Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss. Sensitivity Analysis A 10 percent strengthening/weakening of the EUR against the following currencies at 31 December 2009 and 31 December 2008 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2008 Based on the Group s current borrowing profile, a 50 basis points increase in Euribor or Libor would have resulted in additional annual interest expense of approximately EUR 1.9 million on the Group s variable rate debt when ignoring effect of derivative financial instruments. EUR 1.6 million of the exposure is hedged through IRS contracts. Therefore, the net exposure on income statement would be EUR 0.3 million. A 50 basis points increase in Euribor or Libor would have resulted an increase in hedging reserve in equity approximately by EUR 21.5 mn. Equity Profit or loss Strengthening Weakening Strengthening Weakening of EUR of EUR of EUR of EUR 31-Dec-09 USD TRY Other Total Dec-08 USD TRY Other Total

45 LODOCS1 - #172131v14 /44 Consolidated Income Statement Million (Audited) 2009 (Audited) 2008 Construction revenue 284,491, ,339,925 Operating revenue 572,957, ,779,658 Other operating income 35,970,417 23,953,081 Construction expenditure (271,354,562) (192,852,533) Cost of catering inventory sold (13,865,759) (13,220,873) Cost of duty free inventory sold (55,306,456) (58,811,314) Cost of services rendered (34,309,570) (36,874,795) Personnel expenses (152,826,421) (145,902,809) Concession rent expenses (143,621,639) (155,950,811) Depreciation and amortisation expenses (37,224,592) (34,886,598) Other operating expenses (72,331,417) (75,755,017) Operating profit 112,578,540 85,817,914 Finance income 25,120,947 18,429,841 Finance costs (84,588,880) (103,014,858) Net finance costs (59,467,933) (84,585,017) Profit before income tax 53,110,607 1,232,897 Income tax (expense) / benefit (1,645,831) 3,434,844 Profit for the period 51,464,776 4,667,741 Other comprehensive income / (loss) Revaluation of property and equipment 68,320 68,320 Effective portion of changes in fair value (36,225,843) (35,399,472) of cash flow hedges Foreign currency translation differences (1,365,484) (1,143,453) for foreign operations Income tax on cash flow hedge reserves 7,299,593 4,097,669 Other comprehensive income / (loss) for the period, net of tax (30,223,414) (32,376,936) Total comprehensive income / (loss) for the period 21,241,362 (27,709,195) Profit attributable to: Owners of the Company 50,523,133 4,058,822 Non-controlling interest 941, ,919 Profit for the year 51,464,776 4,667,741 Total comprehensive income / (loss) attributable to: Owners of the Company 20,932,633 (28,390,251) Non-controlling interest 308, ,056 Total comprehensive income / (loss) 21,241,362 (27,709,195) for the year 44

46 LODOCS1 - #172131v14 /45 Consolidated Balance Sheet ASSETS ( Million) (Audited) 2009 (Audited) 2008 Property and equipment 117,527,566 78,111,498.0 Intangible assets 41,320,152 32,679,835.0 Airport operation rights 723,041, ,410,838.0 Other investments 24,238 24,238.0 Goodwill 151,402, ,564,539.0 Prepaid concession expenses 107,413, ,285,515.0 Trade receivables 134,457, ,306,856.0 Due from related parties - 8,140,329.0 Other non-current assets 8,930,598 14,891,066.0 Deferred tax assets 54,254,039 37,366,642.0 Total non-current assets 1,338,371,912 1,036,781,356.0 Inventories 11,403,317 9,770,719.0 Prepaid concession expenses 117,275, ,688,749.0 Trade receivables 62,044,641 55,968,143.0 Due from related parties 10,482,379 7,019,918.0 Derivative financial instruments 6,390,781 32,257,634.0 Other receivables and current assets 29,287,322 46,732,857.0 Cash and cash equivalents 34,010,922 22,572,015.0 Restricted bank balances 313,849, ,098,061.0 Total current assets 584,744, ,108,096.0 TOTAL ASSETS 1,923,116,435 1,630,889,

47 LODOCS1 - #172131v14 /46 Consolidated Balance Sheet EQUITY ( Million) (Audited) 2009 (Audited) 2008 Share premium 220,286, ,182,481.0 Legal reserves 18,385,795 15,062,069.0 Revaluation surplus 2,324,325 2,665,932.0 Purchase of shares of entities under common control 40,063,860 40,063,860.0 Cash flow hedge reserve -59,776,657-31,301,803.0 Translation reserves -2,056, ,551.0 Accumulated losses -9,168,016-56,688,149.0 Total equity attributable to equity holders of the Company 372,443, ,022,106.0 Non-controlling interest 40,555,777 15,017,194.0 Total Equity 412,999, ,039,

48 LODOCS1 - #172131v14 /47 Consolidated Balance Sheet LIABILITY ( Million) (Audited) 2009 (Audited) 2008 Loans and borrowings 1,089,524, ,556,773.0 Reserve for employee severence indemnity 4,645,483 3,247,519.0 Due to related parties 19,082,385 9,591,944.0 Deferred income 14,339,463 16,659,877.0 Trade payables - 75,022.0 Deferred tax liabilities 7,335,962 5,752,448.0 Total non-current liabilities 1,134,927, ,883,583.0 Bank overdraft 2,379,933 1,844,425.0 Loans and borrowings 196,758, ,234,320.0 Trade payables 29,306,087 27,543,307.0 Due to related parties 12,285,718 52,428,667.0 Derivative financial instruments 85,400,809 69,699,812.0 Current tax liabilities 1,391,675 2,488,341.0 Other payables 39,264,452 25,299,953.0 Provisions 2,695,918 3,762,121.0 Deferred income 5,706,204 6,665,623 Total current liabilities 375,189, ,966,569 Total Liabilities 1,510,117,420 1,321,850,152 47

49 LODOCS1 - #172131v14 /48 Consolidated Cash Flow Statement Million (Audited) 2009 (Audited) 2008 Profit for the period Adjustments for: Amortisation of airport operation right Depreciation of property and equipment Amortisation of intangible assets Amortisation of prepaid concession rent Provision for employment termination benefits Provision set for doubtful receivables Provision set / (reversal) for tax penalties Other provisions set Gain on sale of non-controlling interest in a subsidiary Discount on receivables and payables, net Impairment losses on property and equipment Gain on sale of property and equipment (Reversal) / provision set for unused vacation Provision for slow moving inventory Accrued interest income Interest expense on financial liabilities Income tax expense / (benefit) Unrealised foreign exchange differences on balance sheet items Cash flows from operating activities Change in derivative instruments Change in trade receivables Change in inventories Change in due from related parties Change in restricted bank balances Change in other receivables and current assets Change in trade payables Change in due to related parties Change in other payables and provisions Additions to prepaid concession expenses Change in VAT portion of prepaid rent Cash generated from operations Income taxes paid Interest paid Retirement benefits paid Net cash from operating activities

50 LODOCS1 - #172131v14 /49 Consolidated Cash Flow Statement CASH FLOWS FROM INVESTING ACTIVITIES Interest received 16,952,284 12,570,170 Net change in investments held for trading - 248,683 Proceeds from sale of property and equipment and intangible assets 350,517 1,130,525 Acquisition of subsidiary net of cash acquired -18,164,878 - Acquisition of property and equipment -52,459,245-27,727,888 Proceeds from sale of non-controlling interest in a subsidiary 27,999,826 - Additions to airport operation right -259,025, ,029,986 Acquisition of intangible assets -594,035-5,821,624 Net cash used in investing activities -284,941, ,630,120 49

51 LODOCS1 - #172131v14 /50 Consolidated Cash Flow Statement CASH FLOWS FROM FINANCING ACTIVITIES New borrowings raised 378,969, ,724,816 Repayment of borrowings -198,880, ,482,682 Change in restricted bank balances -136,500, ,099,191 Effect of group structure change -15,034,541 - Non-controlling interest change -928,458 30,515 Repayment of finance lease liabilities -47, ,318 Increase in share premium 103,989 - Increase in share capital 57,473,711 - Net cash provided from / (used in) financing activities 85,156,256-55,039,860 NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 10,903,399-41,954,145 CASH AND CASH EQUIVALENTS AT 1 JANUARY 20,727,590 62,681,735 CASH AND CASH EQUIVALENTS AT 31 DECEMBER 31,630,989 20,727,590 50

52 Dividend Policy Under Turkish law, the distribution of profits and the payment of an annual dividend in respect of the preceding financial year is recommended by our Board each year for approval by the shareholders at the annual general meeting, which must be held within three months following the end of the preceding fiscal year. Dividends are payable on a date determined at the annual general meeting of shareholders or on a date to be determined by the Board if the general meeting of shareholders authorises the board to make such a decision. Pursuant to the requirements of the CMB, listed companies should distribute dividends on a date no later than the end of the fifth month following the end of the preceding fiscal year. Distribution of dividends by listed companies can be made in the form of cash or bonus shares, or a combination of both. Each share entitles its holder to the amount of dividend corresponding to its shareholding. TAV Airports Holding has not distributed any dividends to shareholders, yet. 51

53 Corporate Governance Rating The Corporate Governance Rating Report for TAV Airpors made by RiskMetrics Group - Institutional Shareholder Services (ISS), a global corporate governance rating company having the official authorization to do rating in accordance with the Capital Markets Board (CMB) Corporate Governance Principles in Turkey. Our company is rated with the grade 83.3 (8.5) in general average as per Corporate Governance Rating Report. Final rating grades are determined by the separate weighting of four sub-categories within the frame of the related resolution of CMB. The breakdown of corporate governance rating grades is stated below. Sub-categories Weight Grade Grade assigned Shareholders Public Disclosure and Transparency Stakeholders Board of Directors Total

54 Board of Directors Board Member Positions within TAV Airports and other Companies Hamdi Akın (Chairman) Chairman of Akfen Holding Ali Haydar Kurtdarcan (Vice Chairman) Chairman of Tepe Construction Ind. Inc. Dr. Sani Şener (Member and CEO) CEO of TAV Airports İbrahim Süha Güçsav (Member) Vice Chairman of Akfen Holding Abdullah Atalar (Member) Vice Chairman of Bilkent Holding Önder Sezgi (Member) Financial Affairs and Audit Director of Bilkent Holding Süleyman Son (Member) General Manager of Tepe Construction Ind. Inc. H. Kadri Samsunlu (Member) Advisor to Chairman of the Board member Akfen Holding Şeref Eren (Member) Advisor, TAV Airports Mehmet Erdoğan (Member) External Affairs Coordinator, TAV Airports Mumtaz Khan (Member) CEO of Middle East & Asia Capital Partners İhsan Sancay (Member) Global Investment House (Kuwait) Ahmet Ersagun Yücel (Member) General Secretary of TAV Airports Dr. Cem Kozlu (Independent Board Member) Independent Board Member Pierre de Champfleury ( Independent Member) Independent Board Member 53

55 Management Team CEO Senior Management Airport GMs Service Companies GMs Dr. Sani Şener Murat Uluğ Serkan Kaptan Özlem Tekay Altuğ Koraltan Murat Örnekol Haluk Bilgi Waleed Youssef Ersagun Yücel Banu Pektaş Kemal Ünlü Erkan Balcı Nuray Demirer Ersel Göral Mete Erkal Ersan Arcan Sadettin Cesur Müjdat Yücel Levent Güler Binnur Onaran Eda Bildiricioğlu Positions within TAV Airports Chief Executive Officer (CEO) Chief Financial Officer (CFO) Business Development Director Human Resources Director Internal Audit Director Operations Director Business Development Director (Subsidiaries) Strategy Director General Secretary Legal Counsel GM, TAV Istanbul GM, TAV Izmir GM,TAV Esenboga GM, TAV Tunisie GM, TAV Georgia GM, ATU GM, BTA GM, HAVAS GM Deputy, TAV Security GM Deputy, TAV IT GM, TAV O&M 54

56 Disclaimer This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV Havalimanlari Holding A.Ş. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this document or referred to in such other written or oral information will form the basis of any contract. The information used in preparing these materials was obtained from or through the Company or the Company s representatives or from public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to the accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability for, or remedy in respect of fraudulent misrepresentation by the Company. This presentation contains forward-looking statements. These statements, which may contain the words anticipate, believe, intend, estimate, expect and words of similar meaning, reflect the Company s beliefs, opinions and expectations and, particularly where such statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future performance. As a result, you are cautioned not to place reliance on such forward-looking statements. Information in this presentation was prepared as of 10 March,