TAV AIRPORTS HOLDING January 2011

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Transcription:

TAV AIRPORTS HOLDING January 2011

2 Page Overview 1 Financial Overview 23 Operations 33 Conclusion 54

3 TAV Airports Holding Co. Airport Companies Service Companies Ataturk Airport (100%) ATÜ (50%) Esenboga Airport (100%) Adnan Menderes Airport (100%) Gazipasa Airport (100%) Tbilisi (%66) & Batumi (60%) Monastir & Enfidha Airport (67%) Skopje & Ohrid (100%) BTA (67%) HAVAŞ (65%) TAV O&M (100%) TAV IT (99%) TAV Security (67%) TGS (%50) North Hub Services (%50)

Revenues TAV Airports Overview 4 Airports Duty Free Food and Beverage Ground Handling Others 9M10 / FY09 (5) 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) (67%) Macedonia Skopje, Ohrid and Shtip Airports (3) (100%) ATÜ (50%) Largest duty free operator in Turkey Partner with Unifree owned by Heinemann, leading German travel retailer (Travel Value) Operating in Turkey,Georgia, Tunisia and Macedonia BTA (67%) Operating in Turkey, Georgia, Macedonia and Tunisia Operates Istanbul Airport Hotel (131 rooms) Total seating capacity of 12.500 at144 points Bakery & pastry factory serving in Turkey Havaş (65%) Major groundhandler in Turkey with a c.65% (4) share Operates in 22 airports in Turkey including Istanbul (AHL&SGA), Ankara, Izmir and Antalya *TGS(%50) operates in Istanbul, Ankara, Izmir, Antalya and Adana %50 partner of North Hub Services, operating in Riga and Helsinki Notes: (1) We had signed Gazipasa Airport concession agreement on January 7, 2008 and operations started on July 13, 2009. (2) We started operations in Monastir Airport on January 1, 2008. Enfidha Airport (greenfield investment) started operations in December 2009. (3) We are awarded the tender on September 2, 2008 and TAV commenced its operations as of 1 March, 2010. (4) Based on number of flights for 2010 (5) Revenues represent the proportional interest of these companies in TAV Airports (50% of ATÜ revenues) (before eliminations) O&M, IT and Security TAV O&M (100%): TAV IT (99%): Commercial area allocations & CIP/VIP,travel agency services Airport IT services (FIDS,FMS,etc) TAV Security (67%): Security service provider in Istanbul, Ankara, Izmir and Gazipasa 355m/377m 123m/145m 55m/59m 130m/126m 43m/66m *TGS started operations as of 1 January 2010

Ownership Structure (as of 31 December, 2010) 5 Shareholder Structure Founding Shareholders (5) 40,1% (1) 26,1% 1. Tepe Insaat Sanayi A.Ş. Turkish integrated conglomerate focused on infrastructure and construction 2. Akfen Holding A.Ş. Holding company operating in the construction, tourism, insurance and energy sector 3. Sera Yapi Endustrisi A.Ş. (4) 3,5% (3) 4,2% (2) 26,1% 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 806,544 (0.22%) shares in the free float -Morgan Stanley has 18.429.937 (5.07%) shares in the free float as of July 2010 -Schreders has 18.235.856 (5.02%) shares in the free float as of January 2011 - TAVHL effective free float is 40% Family of Dr. Sani Sener, CEO of TAV Airports 4. Other Non-floating 5. Other Free Float Other shareholders

6 Investment Highlights Diversified portfolio with leading market position Diversified Portfolio 10 airports operating in Turkey, Georgia, Tunisia and Macedonia (large catchment areas). Distinctive business model with an integrated structure Buoyant Turkish economy & young population strong pax growth Clear Regulatory Framework and Earnings Visibility Agreed regulatory framework providing high visibility Long-term concessions (Istanbul: 2021, Georgia: 2027, Macedonia: 2030, Tunisia: 2047) Fixed cost base (operational leverage) and minimal ongoing capex high cash flow conversion Well Positioned for Growth Benefiting both organic and inorganic growth Well positioned to win international concessions Development of the service business (e.g. ATÜ, BTA, Havaş)

Diversification into high growth markets 7 Large catchment areas in operation Operating 3 of the 4 largest airports in Turkey Macedonia Georgia 32,1 (Passenger number, million) Turkey 22,0 Tunisia 7,5 7,8 İstanbul Antalya İzmir** Ankara Turkey TAV is the leading airport operator in Turkey The airport terminals which we operate in Turkey handled 42 million passengers in 2010 Istanbul is the largest business center in the region Tunisia The operation started as of January 1, 2008 in Tunisia Monastir Airport, which handled 3.9 million passengers in 2010. The operation commenced in Tunisia Enfidha Airport following the completion of the construction (December 2009) Georgia TAV operates Tbilisi Airport and Batumi Airport in Georgia Macedonia TAV started operations at Skopje and Ohrid Airports in Macedonİa as of March 1, 2010. Source: DHMI, Passenger figures for 2010 **TAV only operates the International Terminal, which had 2,1m passengers in 2010 (Passenger number, million) 3,92 0,91 0,73 Tunisia Georgia Macedonia Source: TAV Tunisie, Georgian Authority, Macedonia Aviation Authority, Passenger figures for 2010

Favourable Economic and Demographic Backdrop 8 Average Projected Real GDP Growth during 2010-11 Substantial market size 6th largest economy in Europe 16th largest economy in the world Expected to beat the market 7,8 3,6 2010 2011 3,7 3,1 GDP Growth Rate 1,7 1,5 Turkey Emerging Europe EURO Area Sizable population with favourable demographics 2 nd largest population in Europe 8% 15% 64% 50% 28% 35% Turkey EU 60+ 15-60 0-14 Source: IMF

Prime Location 9 Transportation junction between Europe, North Africa and Asia Investment backyard with a GDP of $35 trillion and a population of 1.4 bn Turkey has the 8th largest network across the world with 130 international and 46 domestic routes. EUROPE GDP: $18.0 trillion Population: 588 mn NORTH AFRICA & MIDDLE EAST GDP: $3.5 trillion Population: 586 mn RUSSIA & CIS GDP: $1.3 trillion Population: 142 mn CAUCASIAN GDP: $0.2 trillion Population: 105 mn

Turkish Aviation Market 10 100 80 60 40 20 0 Domestic Intl'l total Tourist Arrivals 103 85 79 70 65 57 45 50 52 34 34 44 41 44 36 38 36 31 31 34 32 25 25 21 9 9 14 2002 2003 2004 2005 2006 2007 2008 2009 2010 35 30 25 20 15 10 5 0 Deregulation of the domestic market in 2003 2nd largest country in Europe in terms of population: 72.5m** Source: DHMI, **Turkstat, ***Ministry Culture and Tourism Limited alternative transport infrastructure In 2010, foreign visitors reached 29m***

Aircraft Growth in Turkey 11 Turkey 2002-2010 CAGR : 15% 270 300 347 240 259 250 202 162 110 2002 2003 2004 2005 2006 2007 2008 2009 2010 Aircraft number in Turkey will reach 750 in 2023

12 Turkish Aviation Market and TAV Airports Total Passenger Traffic of Turkish Aviation Market by year (mn) 2002-2010 CAGR 15% 34 34 45 57 65 70 79 85 103 2002 2003 2004 2005 2006 2007 2008 2009 2010 Total Passenger Traffic of TAV Airports by year (mn) 48 41 42 32 35 2002-2010 9 9 10 19 CAGR 23% 2002 2003 2004 2005 2006 2007 2008 2009 2010

TAV Traffic Performance 13 In 2010 (January December Period) TAV Total Passenger Istanbul Ataturk Airport Int l Passenger 47,6m 20,3m 13% 11% TAV Passenger Figures (million) TAV Air Traffic Movements ( 000) Airports 2008* 2009* 08/09 (%) 2009 2010 % Istanbul Ataturk 28.6 29,8 4% 29,8 32,1 8% Int l 17.1 18,4 8% 18,4 20,3 11% Dom. 11.5 11,4-1% 11,4 11,8 3% Ankara Esenboga 5.7 6,1 7% 6,1 7,8 28% Int l 1.2 1,1-12% 1,1 1,3 21% Dom. 4.4 5,0 12% 5,0 6,4 29% Izmir A.Mend. (int l) 1.7 1,7-2% 1,7 2,1 28% Monastir Airport(ınc. Enfidha) 4.2 3,8-10% 3,8 3,92 4% Georgia (inc. Batumi) 0.8 0,77-3% 0,77 0,91 18% Macedonia(Skopje&Ohrid)** 0,70 0,64-9% 0,64 0,73 14% TAV Total *** 40.9 42,1 3% 42,1 47,6 13% Int l 25.0 25,7 3% 25,7 29,3 14% Dom. 15.9 16,4 3% 16,4 18,3 11% Source: Turkish State Airports Authority (DHMI), Georgian Civil Aviation Authority, TAV Tunisie,TAV Macedonia Airports 2008* 2009* 08/09 (%) 2009 2010 % Istanbul Ataturk 254.5 265,8 4% 265,8 273,7 3% Int l 155.4 169,9 9% 169,9 178,8 5% Dom. 99.1 95,8-4% 95,8 94,9-1% Ankara Esenboga 51.1 51,3 0% 51,3 63,4 24% Int l 12.2 10,1-17% 10,1 11,7 16% Dom. 38.9 41,2 6% 41,2 51,6 25% Izmir A.Mend. (int l) 13.2 13,1 0% 13,1 16,1 23% Monastir Airport(Inc. Enfidha) 33.6 30,4-9% 30,4 31,8 5% Georgia (inc. Batumi) 16.4 15,6-5% 15,6 18,7 20% Macedonia(Skopje&Ohrid)** 14,3 12,8-10% 12,8 12,8 0% TAV Total *** 368.8 376,2 2% 376,2 416,6 11% Int l 229.2 237,4 3% 237,4 267,9 13% Dom. 139.6 138,8-1% 138,8 148,7 7% ** Operation commencement date: March 01, 2010 *** TAV 2009 traffic figures do not include Macedonia

Duty Free Performance 14 Revenue m 149 39 33 142-4% 120 13% 46 40 40 41 37 37 36 33 29 Sales of duty free goods increased by 13% from 106 million in 9M09 to 120 million in 9M10 on the back of the strong passenger growth. Despite the limitations on duty free purchases set by the Undersecretariat of Customs, effective from October 2009, duty free sales grew in-line with the passenger growth of 13%. Note that the Customs Undersecretariat alleviated the limits as of September 6 th, impact of which has been seen only one month during September 2010. 2008 2009 2010 1Q 2Q 3Q 4Q Duty Free Spend Per Pax ( ) 2008 2009 % 9M09 9M10 % ATU Average 15,8 14,7-7% 14,7 13,9-5% Average per passenger spending decreased by 5% YoY from 14.7 in 9M09 to 13.9 in 9M10, mainly due to dilutive impact of commencement of Macedonia and Tunisia operations and also increase in transit / transfer traffic. dilutive impact

Customs Law 15 Products* 07.10.2009-05.09.2010 As of 06.09.2010 Tobacco Products Alcohol - Beverages with more than 22% alcohol such as whiskey and raki - Beverages with less than 22% alcohol such as wine and champaigne 2 cartoons of cigarettes OR other tobacco products at their own limits 3 cartoons of cigarettes AND other tobacco products at their own limits 1 Liter OR 1 Liter AND 2 Liters 2 Liters Parfume, lotion, essence, cologne, lavender water 5 bottles (each bottle can be 120 ml max ) 5 bottles (each bottle can be 120 ml max ) AND 5 packages of skin care products & make-up Chocolate 1 kg AND 2 kg OR Sugar Products 1 kg 2 kg * The table does not include all products covered under Customs Law, but includes high importance products for ATU 15

TAV vs Other Airport Operators 16 TAV Airports Counterparts SHAREHOLDER STRUCTURE - No state stake - No foreign ownership limit - Active state participation - Foreign ownership limits BUSINESS MODEL -Integrated business model with service companies active in every step of the value chain - Active mainly in airport/terminal management with some participation in airport services PORTFOLIO OWNERSHIP - Ownership of the operational rights of the airport portfolio over a predetermined period through BOTs and concessions - Mostly own the airport portfolio CAPITAL EXPENDITURE If BOT, high upfront capex with minimal or no mandatory capex throughout the operation period -If concession, annual concession payment - Regular capital expenditure with bulk investments time-totime

Earnings Visibility 17 AVIATON NON-AVIATON Pax service charge (PSC) Agreed passenger service charge of airports / terminals depending on project Ankara and Izmir have revenue guarantees (fixed PSC and volume growth p.a.) Passenger growth is the main driver Duty Free Duty Free available to all international inbound and outbound passengers Increased number of shops, improved selection of products and higher penetration Airside Revenues Bridge, check-in counter, parking, apron, taxi etc ATM growth is main driver Ground Handling Ramp, passenger services and traffic ATM growth and aircraft type are the main drivers Other Catering, car park, advertising, area allocation, lounge services Notes: Passenger service charges apply to departing passengers only

Concession Overview 18 Airport Type/Expire TAV Stake Scope 2009 Pax(mppa) fee/pax Int'l fee/pax dom. Volume Guarantee Concession Fee Net Debt* Istanbul Ataturk Concession (Jan. 2021) 100% Int'l+Dom. 29,8 US$15, 5 (Transfer) 3 No $140m/yr + VAT 237m Ankara Esenboga BOT (May 2023) 100% Int'l+Dom. 6,1 15 3 0,6 M. Dom., 0,75 Int'l for 2007+%5 p.a - 108m Izmir A.Menderes BOT (Jan. 2015) 100% Int'l 1,7 15-1.0m Int l for 2006 + %3 p.a. - 31m Gazipasa Tbilisi Batumi Concession (July 2034) BOT (Feb. 2027) BOT (Aug. 2027) 100% Int'l+Dom. - 5 TL4 No $50.000+VAT 16m 66% Int'l+Dom. 0,7 US$22 US$6 No - 24m 60% Int'l+Dom. 0,07 US$12 US$7 No - - Monastir&Enfidha BOT+Concession (May 2047) 67% Int'l+Dom. 3,8 9 9 No 11-26% of revenues from 2010 to 2047 341m Skopje & Ohrid BOT+Concession (March 2030) 100% Int'l+Dom. 0,6 17.5 in Skopje, 16.2 in Ohrid - No 15% of the gross annual turnover ** 9m (*) As of 30 September 2010, ** The concession fee is going to be 15% of the gross annual turnover until the number of passengers using the two airports reaches 1 million, and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the number of passengers TAV Gazipaşa shall make a yearly rent payent of US$ 50,000 + VAT as a fixed amount, until the end of the operation period; as well as a share of 65% of the net profit to the DHMI.

19 Operations Map & Potential Projects Riga Int l Airport (with Air Baltic) Saudi Airport (with Al-Rajhi, Saudi Oger) *Potential projects are indicated by red dots, as current operations by orange dots - Significant traffic growth expected in our target region - We define our target region as Middle East, Africa, Europe, the CIS countries including Russia and India - Experienced international airport operators will be needed as the infrastructure developments reach completion

Operational Highlights 20 Antalya Gazipasa and Tunisia Enfidha Airports commenced operations Traffic Growth TAV started to collect 5 transfer fee as of Jan. 2010 in Istanbul Ataturk Airport Havaş partnered with THY in TGS; and TGS commenced operations at 5 main airports in Turkey as of January 2010 Macedonia started operations in March 2010 New Developments Havas acquired 50% stake in North Hub Services, a ground handling company with aggressive growth plans in Baltics; and NGS commenced operations in Riga and Helsinki BTA took over operation of F&B service points at Istanbul Airport Domestic Terminal. 10 th Year Target accomplished: 10 airports under portfolio as of 2010! New target is to serve to 100 pax per annum by 2020. 13% pax growth in 2010 on top of 3% growth attained in FY09 Launch of TAV Passport Customs Law Amendment relieved the duty-free purchase limits at International Arrival Terminals We won the tender to operate commercial areas at Riga International Airport

Financial Highlights 21 Deleveraging completed with lucrative ROEs on stake sales %50 rights issue in Feb 2009 ( 58m) Sale of TAV Tunisie stake to IFC ( 28m) and PAIDF ( 40m) Havaş sale to HSBC and Is Private Equity ( 102m) Capex Final tranche of Enfidha Airport investment of 500 mn completed Minimum maintenance capex needed for the young airport portfolio No mandatory capex requirements in airport operation contracts Deleveraging Completed Dividends Dividends are expected to commence in 2 to 3 years Progressive policy with high payment of free cash flow

22 TAV Airports Overview 1 Page TAV Airports Financial Overview 23 TAV Airports Operations 33 Conclusion 54

Financial Overview 23 (in mn )* 2008 2009 y-o-y 9M10 9M09 y-o-y Revenues 627 640 2% 594 484 23% EBITDA 141 167 19% 172 135 28% EBITDA margin 22% 26% 4 ppt 29.0% 27.9% 1.1 ppt Net Income (Loss) 5 51 1.003% 39.4 35.3 12% Cash flow from operations 214 210-2% 151 112 35% Capex 215 312 45% 77 256-70% Free Cash Flow -1-102 nm 74-115 nm Shareholders Equity 294 372 27% 410 344 29% Net Debt 785 941 20% 890 917-4% Average number of employees 11.289 12.194 8% 17,090 12,204 40% Number of passengers (mn) 40,9 42,1 3% 36.0 31.9 13% - International 25,0 25,7 3% 22.3 19.5 14% - Domestic 15,9 16,4 3% 13.7 12.4 11% Duty free spend per pax ( ) 15,9 14,9-6% 13.9 14.7-5% * Construction revenue and construction expenditure are excluded while computing the operational performance in the table. ** Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir Consolidated Revenue ( m) EBITDA ( m) Net Profit ( m) 484 %23 594 135 %28 172 %12 39 35 9M09 9M10 9M09 9M10 9M09 9M10

24 Revenue & EBITDA Revenue breakdown (9M09) Revenue breakdown (9M10) Other 18% F&B 6% Duty-free 33% Other 18% F&B 6% Duty-free 30% Groundhandling 19% Aviation 25% Groundhandling 20% Aviation 26% EBITDA Breakdown (9M09) EBITDA Breakdown (9M10) HAVAŞ 25% Other Services 10% Istanbul 42% BTA 3% HAVAŞ 16% ATU 5% Other Services 0% Istanbul 46% BTA 4% ATU 9% Other Airports 10% Other Airports 29%

25 OPEX Breakdown 521 376 465 509 FY08 FY09 9M09 9M10 9M09 9M10 D&A 7% Other 14% catering 3% duty-free 11% services rendered 7% D&A 9% Other 16% catering 3% duty-free 10% services rendered 7% Concession 29% Personnel 29% Concession 21% Personnel 34%

OPEX Breakdown (Excluding concession rent and D&A expenses) 26 330 326 240 328 FY08 FY09 9M09 9M10 9M09 9M10 Other 16% catering 3% duty free 13% services rendered 8% Other 23% catering 4% duty free 15% services rendered 9% Personnel 34% Personnel 49%

9M10 Financial Summary 27 TAV Airports Consolidated 9M10 ( million) Revenues EBITDA (*) EBITDA (*) Margin Net Debt Airports 355.3 136.7 38% 766.2 Istanbul** 237.8 84.1 35% 236.8 Ankara 29.0 14.7 51% 107.9 Izmir 24.9 14.9 60% 31.4 Tunisie 36.9 13.4 36% 341.2 Gazipasa 0.0 (0.8) nm 16.0 Tbilisi & Batumi 16.5 8.4 51% 23.7 Macedonia 10.1 2.0 20% 9.1 Services 350.8 36.6 10% 124.3 ATU (50%) 122.9 9.9 8% 17.0 BTA 54.7 6.1 11% (4.1) HAVAŞ 129.8 29.1 22% 69.5 Others 43.5 (8.4) nm 41.9 Total 706.1 173.4 25% 890.5 Eliminations (112.3) (0.9) - Consolidated 593.8 172.5 29% 890.5 Note: Figures below are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir ** TAV Istanbul EBITDAR: 170m

Revenue by country (9M10) 28 3% 2% 89% 6%

29 CAPEX (million ) Enfidha Airport capex 113 88 67 62 68 56 56 18 15 20 39 45 25 35 17 1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 intangible assets airport operation right property and equipment

Debt Structure 30 NET DEBT ( million) 31 December 2008 31 December 2009 30 June 2010 30 September 2010 Airports 571 778 805 766 Istanbul 229 241 264 237 Ankara 119 119 112 108 Izmir 65 46 40 31 Tunisia 134 335 341 341 Gazipasa 3 9 16 16 Tbilisi 21 30 30 24 Batumi 0 0 (0) (0) Macedonia - 0 3 9 Services 214 163 127 124 ATU (50%) 20 17 22 17 BTA 1 2 (4) (4) Havas (4) 9 70 70 Others* 197 152 39 42 Total 785 941 932 890 * Including Holding Co.

Debt Repayment 31 Million, as of September 30, 2010 Havaş Holding ATU TAV Tbilisi TAV Izmir TAV Esenboğa TAV Tunisie TAV Istanbul 551 De-leveraging Process Rights Issue ( 57m, January 09) 101 117 124 111 117 TAV Tunisie Sale to IFC ( 28m, August 09) 1- years 2-years 3- years 4- years 5- years 5+ years Havaş sale to HSBC - Is Girisim ( 102m, March 10) Debt on Holding Co. (as of September 30, 2010) TAV Tunisie sale to PAIDF ( 39.7m, June 10) 28 19 ( million) 1- years 2-years

32 TAV Airports Overview 1 Page TAV Airports Financial Overview 23 TAV Airports Operations 33 Conclusion 54

33 Turkey Penetration is still quite low with passport ownership at low teens Demographics support further market growth in the long term 2nd most populous country in Europe with a population of 72.6 million Fastest growing and youngest population in Europe 67% of the population is between ages 15-64, while %26 are between 0-14 and only 7% are above 65 years. Turkish Airlines' Star Alliance membership builds Turkey into a regional hub. 3.9 million Turkish immigrants living in Europe offers a resilient traffic flow Ministry of Transport projects 350 million pax by 2023, implying to a CAGR of 11%

34 Istanbul Atatürk Airport (100% owned) Largest in the region Passenger traffic 2002-2010 (m) Main hub and home base for Turkish Airlines One of the fastest growing airports in Europe & 39th busiest airport in the world Revenue of 260 million in 2009 11,4 12,1 15,6 Int'l Domestic 28,6 23,2 21,3 19,3 29,8 32,1 193 million EBITDAR in 2009, implies 74% margin 5 Transfer Fee (from Int l Pax) Terminal Expansion in 2010 Among 50 Best Travel Centers list in Monocle, as a Magnet for Transit Flights. Source: Note: 2002 2003 2004 2005 2006 2007 2008 2009 2010 DHMI 2009 and 2008 are not comparable with previous periods Air Traffic Movement per airline (2009) Domestic International THY(%76) Atlas Jet(%7) Onur Air(%14) Pegasus(%3) THY(%64) Lufthansa(%3) Atlas Jet(%1) Air France(%1) Alitalia(%1) Others(%30) Source: DHMİ

35 Ankara Esenboga Airport (100% owned) Passenger traffic 2002-2010 (m) Newest in the region Secondary hub of Turkish Airlines (THY) Operations commenced in October 16, 2006. THY s Ankara based brand Anadolu Jet began to fly in May 2008 2,8 2,8 3,3 Int'l Domestic 5,0 4,5 3,8 5,7 6,1 7,8 In 2009, received Best Airport Award by ACI, in 5-10 million category 2002 2003 2004 2005 2006 2007 2008 2009 2010 Source: DHMI Air Traffic Movement per airline (2009) Domestic International THY(%25) Lufthansa(%15) Pegasus(%11) THY(%83) Pegasus(%16) Others(%1) Cyprus Turkish(%9) Others(%40) Source: DHMI 35

Izmir Adnan Menderes Airport (100% owned) 36 Passenger traffic 2002-2010 (m) Third largest city with the second biggest port in Turkey Int'l Major tourist destination Operations commenced in September 13, 2006. 1,5 1,4 1,5 1,7 1,5 1,6 1,7 1,7 2,1 Diversified customer base 2002 2003 2004 2005 2006 2007 2008 2009 2010 Source: DHMI (*) International passengers only Air Traffic Movement per airline (2009) Sun Express(%35) Pegasus(%13) Onur Air(%6) Cyprus Turkish(%6) Others(%39) Source: DHMI

Georgia 37 Located on the east of Black Sea, Georgia controls most of the trade routes through Caucasus Mountains. Constructions of several oil and gas pipelines such as Baku-Tbilisi-Ceyhan have proved the strategic location of Georgia. Georgian Economy had been one of the fastest growing economies among Former Soviet Union until the dispute with Russia on Abkhazia and South Ossetia.

Tbilisi International Airport (66% owned) 38 Operations in new terminal commenced in February 7, 2007. Capturing almost all air traffic in Georgia Capital city of Georgia with promising business opportunities Capacity: 2.8 million passengers per year Passenger traffic 2002-2010 ( 000) 0,82 0,71 0,70 0,62 0,55 0,57 0,40 0,27 0,32 Selected as the Best Emerging Airport Russia, CIS and Baltic States 2002 2003 2004 2005 2006 2007 2008 2009 2010 Source: Georgian Civil Aviation Authority Air Traffic Movement per airline (2009) GEORGIAN A/W (%24) TURKISH AIRLINES(%18) LUFTHANSA(%8) OTHERS(%50) Source: Georgian Civil Aviation Authority

39 Batumi International Airport (60% owned) Passenger traffic 2007-2010 ( 000) Operations in the terminal commenced in May 26, 2007. 81 88 96 Second biggest city of Georgia with strategic importance 40 2007 2008 2009 2010 Note: Domestic Passenger numbers included Hopa Terminal Passengers Source: Georgian Civil Aviation Authority Air Traffic Movement per airline (2009) TURKISH AIRLINES(%76) GEORGIAN AIRWAYS(%9) OTHERS(%15) Source: Georgian Civil Aviation Authority

Tunisia 40 The privatization policies of the Government have pushed the economy forward over the past decade. Tunisia has been getting increasingly popular as a holiday destination. The country, with its charming beaches, attracts around 9.5 million tourists per annum. Has 10.5 million young population, 23% of which is between ages 0-14 and 70% of which is between 15-65.

Monastir International Airport (67% owned)(*) 41 TAV started to operate in January 1, 2008 Tunisia have potential to be the hub of Africa in near future 90% of travelers (6 million in 2007) visiting Tunisia preferred air transportation TAV Tunisia SA started to provide services for Enfidha Zine El Abidine Ben Ali International Airport since December 2009 Selected as the Best Emerging Airport in Africa, surpassing all other African airports. * TAV sold 15% of shares of TAV Tunisie SA to IFC in 2009. and 18% of shares to PAIDF in June 2010 Source: TAV Tunisie Passenger traffic 2003-2009 (m) 4,1 4,2 4,2 4,2 3,7 3,8 3,9 2,9 2,8 2002 2003 2004 2005 2006 2007 2008 2009 2010 Air Traffic Movement per airline (2009) TUNIS AIR (%30) NOUVELAIR TUNISIA(%20) KARTHAGO AIRLINES(%6) OTHER (%43) Source: TAV Tunisie 41

42 Macedonia Is an important crossroads of trade in Balkan Region Adoption of visa liberalization for Macedonia in Dec 2009 has freed the traffic between Macedonia and EU member states of 500 million population. On the verge of joining the European Common Aviation Area (ECAA), which will lift the bilateral agreements and boost the air traffic in the region. 42

43 Skopje and Ohrid International Airports (100% owned) We are awarded the tender on September 2, 2008 TAV started to operate Skopje and Ohrid Airports in March 1, 2010 The European Parliament s adoption of the visa liberalization for Macedonia on December 19, 2009 has opened a new era for Macedonian travel. The removals of visa requirements have freed traveling between Macedonia and 25 out of 27 EU member states with 500 million citizens. 575 Passenger traffic 2005-2010 ( 000) Skopje Ohrid 725 697 636 672 593 2005 2006 2007 2008 2009 2010 Air Traffic Movement per airline (Skopje-2009) Austrian Airlines (%8) Turkish Airlines (%5) Adria Airways (%11) Malev Airways (%9) Croatia Airlines (%6) Others (%61)

ATU Duty Free 44 ATU is Turkey s leading duty free operator chain, established in 2000 as a joint venture between TAV Airports Holding and Unifree Duty Free A.S. It is the sole duty free operator of the Istanbul, Izmir, Ankara in Turkey, Tbilisi and Batumi airports in Georgia, Enfidha airport in Tunisia, Skopje and Ohrid airports in Macedonia and Riga International Airport in Latvia as of January 2011 ATU which is an enterprise constituting a perfect partnership collaboration model between TAV and Unifree creates a considerable operation, purchasing capacity and an effective logistics network.

45 ATU Duty Free (50% owned) 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 Financial Data ( m) 2006 2007* 2008* 2009* Change Total Revenues 217.2 277.0 302.8 290.3-4% EBITDA 7.6 17.6 27.6 27,7 0% EBITDA Margin 3.5% 6.4% 9.1% 9,5% - Spend per pax ( ) 15,7 14,8 15,8 14,7-7% Note: Figures imply 100% of ATU Revenue ( m) Spend Per Pax ( )* 277 303 290 15,7 15,8 142 166 188 217 14,3 14,8 14,8 14,8 14,7 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 * 2007,2008 and 2009 duty-free spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

BTA Catering Services 46 BTA Catering was founded in 1999 under the partnership of Bilintur, Tepe and Akfen in order to handle the food & beverage operation of the Istanbul Atatürk Airport's International Terminal. Following the opening of the new International Terminal of Istanbul Atatürk Airport on the 10 th of January 2000, all food & beverage operations of the terminal, both for the passengers and the terminal personnel, are managed by BTA Catering.

BTA Catering Services (67% owned) 47 Financial Data BTA is the food and beverage operator at Istanbul Ataturk(Int l and domestic terminal), Ankara, Izmir,Tbilisiand Batumi,Monastir,Enfidha,Skopje and Ohrid Total revenue increased by 2% in 2009 Concession fees: BTA pays c40% of its revenues to TAV ( m) 2006 2007* 2008* 2009* Change Total Revenues 35.0 50.3 58.1 59,1 2% EBITDA 3.0-0.2 3.5 6.5 n.m. EBITDA Margin 8.6% n.m. 6.0% 11% - Spend per pax ( ) 2.4 1.8 2.1 2.0-6% 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 ( )* 29,4 35 50,3 58,1 59,1 1,3 1,5 1,9 2,4 1,8 2,1 2 14,9 21,1 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009 * 2007,2008 and 2009 food & beverage spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

Havaş Ground Handling 48 Havaalanları Yer Hizmetleri A.Ş. (Havaş), the first Ground Handling Services Company in Turkey, was founded by the state in 1933 to provide ground handling and catering services for airlines. Whereas catering services of the company were privatized under the name USAŞ in 1987, ground handling services unit continued to render services under the name Havaalanları Yer Hizmetleri A.Ş.

Havaş Ground Handling (65% owned) 49 Total revenue of Havas increased by 4% in 2009 Operating at 22 airports in Turkey Havaş has been elected by THY as partner in the TGS Ground Handling Services Inc. which commenced its operations as of 01 January, 2010 Havaş purchased 50% shares of North Hub Services as of 12 April, 2010 Financial Data ( m) 2006 2007 2008 2009 Change Total Revenues 99.5 108.1 120.6 125.9 4% EBITDA 11.1 20.3 28.1 24.2-1% EBITDA Margin 11.2% 18.7% 23.3% 19.2% - # Aircrafts handled ( 000) 122.7 139.3 158.6 182.7 15% Figures imply 100% of Havas Revenue ( m) Aircrafts Handled* ( 000) 84,1 99,5 108,1 120,6 125,9 109 Havas Only %54 96 134 %13 TGS Only* 87 243 %33 Havas+TGS 183 2005 2006 2007 2008 2009 2010 2009 2010 2009 2010 2009 * THY flights served by Havas at Istanbul Ataturk Airport in 2010

Havaş & TGS Operation Map 50 İstanbul (AHL,ISG) Zonguldak Sinop Ankara Merzifon/ Amasya Trabzon Sivas İzmir Nevşehir Kayseri Elazığ Muş Bodrum Antalya Konya Adıyaman Urfa Batman Adana Gaziantep Dalaman

North Hub Services 51 Riga 1 Jan 2010 Helsinki 1 July 2010 Stockholm April 2011 Gothenburg June 2011

Other Services 52 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 / VIP TAV IT (99%), become a separate entity in 2005 Airport IT services, software and hardware sales Financial Data ( m) 2006 2007 2008 2009 Change Total Revenues 38.8 50.3 54.5 66.1 21% EBITDA 6.7-6.6-1.7 19.6 n.m. EBITDA Margin 17.3% n.m. n.m. 30% - TAV Security (67%), became a separate entity in 2006 Security service provider in Istanbul, Ankara and Izmir, Gazipaşa Note: All periods include TAV Holding, TAV O&M, TAV IT and TAV Security Revenue ( m) Revenue Breakdown ( 2009) 38,8 50,3 54,5 66,1 TAV O&M Holding 39% 39% 2006 2007 2008 2009 Stemming from one off gain from sale of TAV Tunisia to IFC TAV Security 11% TAV IT 11%

53 TAV Airports Overview 1 Page TAV Airports Financial Overview 23 TAV Airports Operations 33 Conclusion 54

09-03-07 04-06-07 27-08-07 22-11-07 19-02-08 14-05-08 07-08-08 05-11-08 04-02-09 30-04-09 27-07-09 21-10-09 19-01-10 22-04-10 19-07-10 14-10-10 13-01-11 54 Share Performance (as of January 13, 2011) Closing Price 7,68 Avg. DailyVol. (USD) 13 mn 1,4 1,3 1,2 1,1 1,0 0,9 0,8 0,7 0,6 0,5 0,4 0,3 Relative Price ($) 8 7 6 5 4 3 2 1 0 Market Cap (USD) 1,8bn Free Float 44% Foreign Ownership 82% TAVHL ($) Relative to ISE-100 Effective Free Float 40% Share Price Performance Weekly 1M 3M 2009 to date Since IPO TL -1% 3% -2% 62% -8% USD 0% -1% -11% 55% -19% Relative to ISE -100 0% -1% 0% 25% -42% Notes: Share figures in this page was prepared as of January 13, 2011.

55 Macro Outlook Estimates Start After CAGR 2009-15 2007 2008 2009 2010 2011 2012 2013 2014 2015 Georgia GDP (USD, bn) 10 13 11 11 12 13 14 15 16 2009 7% GDP per capita (USD, 000) 2.3 2.9 2.5 2.6 2.7 2.9 3.2 3.4 3.7 2009 7% GDP based on PPP per capita (int dollars) 4.7 4.9 4.8 5.1 5.3 5.7 6.0 6.4 6.9 2009 6% Inflation (average, % change) 9 10 2 6 7 6 6 6 6 2009 Population (mn) 4 4 4 4 4 4 4 4 4 2009 0% Latvia GDP (USD, bn) 29 34 26 23 24 25 26 27 28 2009 2% GDP per capita (USD, 000) 12.6 14.9 11.5 10.4 10.6 11.1 11.6 12.2 12.8 2009 2% GDP based on PPP per capita (int dollars) 17 17 14 14 15 16 17 18 19 2009 5% Inflation (average, % change) 10 15 3 (1) 1 1 1 1 1 2008 Population (mn) 2 2 2 2 2 2 2 2 2 2009 0% Former Yugoslav Republic of Macedonia GDP (USD, bn) 8 10 9 10 10 11 12 12 13 2009 6% GDP per capita (USD, 000) 4.0 4.8 4.5 4.6 4.9 5.2 5.5 5.9 6.2 2009 5% GDP based on PPP per capita (int dollars) 9 9 9 9 10 10 11 11 12 2009 4% Inflation (average, % change) 2 8 (1) 2 3 3 3 3 3 2009 Population (mn) 2 2 2 2 2 2 2 2 2 2009 0% Tunisia GDP (USD, bn) 39 45 44 44 46 48 51 54 57 2006 5% GDP per capita (USD, 000) 3.8 4.3 4.2 4.2 4.3 4.4 4.7 4.9 5.1 2006 4% GDP based on PPP per capita (int dollars) 8 9 9 9 10 10 11 12 13 2006 5% Inflation (average, % change) 3 5 4 5 4 3 3 3 3 2007 Population (mn) 10 10 10 11 11 11 11 11 11 2006 1% Turkey GDP (USD, bn) 649 730 614 729 790 846 903 966 1,033 2009 9% GDP per capita (USD, 000) 9.4 10.5 8.7 10.2 10.9 11.5 12.2 12.9 13.6 2009 8% GDP based on PPP per capita (int dollars) 13 13 12 13 14 14 15 16 16 2009 5% Inflation (average, % change) 9 10 6 9 6 6 5 4 4 2009 Population (mn) 69 70 71 71 72 73 74 75 76 2009 1% International Monetary Fund, World Economic Outlook Database, October 2010

Traffic Outlook 56 2009-2014 World 5.3% CAGR in RPK 2010-2030 World 4.2 pax - 5.3% CAGR in RPK 2010-2030 World 2010-2030 4.8% RPK 2010-2030 World 4.7% CAGR in RPK 2009-2023 Turkey 11% CAGR in Passengers 56

Tourism 57 Tourist Arrivals increased by 6% in 2010 International Tourist Arrivals by Country 6% Turkey # 7 2000 2005 2006 2007 2008 2009 08/07 09/08 Countries 2010 2009 Change Germany 4,4 4,5-2% Russia 3,1 2,7 15% UK 2,7 2,4 10% Iran 1,9 1,4 36% Bulgaria 1,4 1,4 2% Georgia 1,1 1,0 12% Netherlands 1,1 1,1-5% France 0,9 0,9 0% Syria 0,9 0,5 76% Italy 0,7 0,6 6% Other 10,5 10,5 0% TOTAL 28,6 27,1 6% Source : Ministry of Culture and Tourism 1-France 77,2 75 77,9 80,9 79,2 74,2-2 -6,3 2-USA 51,2 49,2 51 56 57,9 54,9 3,5-5,3 3-Spain 46,4 55,9 58 58,7 57,2 52,2-2,5-8,7 4-China 31,2 46,8 49,9 54,7 53 50,9-3,1-4,1 5-Italy 41,2 36,5 41,1 43,7 42,7 43,2-2,1 1,2 6-UK 23,2 28 30,7 30,9 30,1 28-2,4-7 7-Turkey 9,6 20,3 18,9 22,2 25,0 25,5 12,3 2,0 8-Germany 19 21,5 23,6 24,4 24,9 24,2 1,9-2,7 9-Malaysia 10,2 16,4 17,5 21 22,1 23,6 5,1 7,2 10-Mexico 20,6 21,9 21,4 21,4 22,6 21,5 5,9-5,2 World 682 801 846 900 919 880 2,1-4,3 Source :UNWTO

58 Revenue sources Aeronautical Charges Non-aeronautical Charges Passenger Fee Ground Handling Landing Parking Fuel Duty Free F&B Car Park Istanbul Turkey Esenboga Izmir Gazipasa Tunisia Enfidha Monastir Georgia Tbilisi Batumi Macedonia Latvia Skopje Ohrid Riga BTA started operations in Istanbul Ataturk Airport Domestic Terminal starting from July 2010 ATU will start operations in Monastir starting from July 2014 BTA will start operations in Monastir starting from 2018

Istanbul as a Transit Hub 59 Best Transit Hub, (%of Routes) 35 33 30 25 23 20 15 16 13 13 10 5 0 İstanbul AHL Frankfurt Cairo London Dubai Paris Madrid 3 1 Istanbul is the most efficient hub for Europe, MENA Region, according to a study by Bosphorus University Analysis based on cost per ASK and a sample of 4,080 distinct O&D pairs Comparison of 7 existing and emerging hubs: London, Paris, Frankfurt, Dubai, Cairo, Madrid and Istanbul Source: Determining Hub Efficiency in Europe, MIiddle East and North Afirca a comparative study, E. Nur Günay, Şükrü Nenem

Growth Rates of Pax Number in Selected Airports 60 2009 TAV Airports Fraport World 3 Aeroports de Paris BAA Europe AENA Schiphol % TAV 3% -3-3 -5-5 -6-8 -8 2010 TAV Airports Fraport World* AENA Europe* Schiphol* 13 Aeroports de Paris BAA 9 TAV 13% 7 6 4 4 % Source: ACI * As of 11M 2010 0-3

Historic Overview 61 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 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 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 redevelopment of the Batumi Airport February 2007 IPO: TAV Havalimanlari Holding offered 44.56 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%

Developments in 2009 62 5 TAV Tunisia minority share sale aggreement Change in costoms law Havas stake sale announcement 4 3 %50 Rights Issue TAV Tunise stake sale to IFC TAV Tunusie started to provide services for Enfidha Airport 2 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09

Developments in 2010 63 9 8 7 6 Takeover of operations of Skopje and Ohrid Airport NHS share Purchase Agreement AKFEN IPO MoU with AirBaltic MoU with Indonesia Removed from the MSCI Small Cap Index Corporate Governance Report Update Riga Commercial Areas Change in Duty Free Limits AKFEN SPO 5 TAV Tunisie minority share sale agreement Medina Airport Tender 4 3 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10

Corporate Governance Rating 64 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 90.35 (9,03) 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. Highest corporate governance rating in Turkey Sub-categories Weight Grade Grade assigned Shareholders 0.25 9,05 9,0 Public Disclosure and Transparency 0.35 9,26 9,0 Stakeholders 0.15 9,54 9,5 Board of Directors 0.25 8,40 8,5 Total 1.00 9,03 9,0

Dividend Policy 65 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. Although TAV Airports recorded a net profit in its 2009 financials, it did not distribute any dividends to its shareholders due to accumulated loss in the TR-GAAP financials.

Management Team 66 Positions within TAV Airports Dr. Sani Şener Senior Management Murat Ulug Serkan Kaptan Altug Koraltan Deniz Aydın Murat Örnekol Haluk Bilgi Waleed Youssef Ersagun Yücel Banu Pektaş Airport GMs Kemal Ünlü Erkan Balcı Nuray Demirer Ersel Göral Mete Erkal Zoran Krstevski Service Companies GMs Ersan Arcan Sadettin Cesur Müjdat Yücel Levent Güler Binnur Onaran Eda Bildiricioğlu Chief Executive Officer (CEO) Chief Financial Officer (CFO) Business Development Director Internal Audit Director Financial Affairs 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, TAV Macedonia GM, ATU GM, BTA GM, HAVAS GM Deputy, TAV Security GM, TAV IT GM, TAV O&M

67 Board of Directors Board Member Hamdi Akın (Chairman) Ali Haydar Kurtdarcan (Vice Chairman) Dr. Sani Şener (Member and CEO) İbrahim Süha Güçsav (Member) Abdullah Atalar (Member) Önder Sezgi (Member) Ahmet Ersagun Yücel (Member) Dr. Cem Kozlu (Independent Board Member) Pierre de Champfleury ( Independent Member ) Positions within TAV Airports and other Companies Chairman of Akfen Holding Chairman of Tepe Construction Ind. Inc. CEO of TAV Airports CEO of Akfen Holding Vice Chairman of Bilkent Holding Financial Affairs and Audit Director of Bilkent Holding General Secretary of TAV Airports Independent Board Member Independent Board Member

IFRIC 12 68 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 2008. 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 Izmir, TAV Esenboga, 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 Esenboga Airport and Izmir Adnan Menderes Airport is represented as guaranteed passenger fee receivable in the balance sheet as a result of IFRIC 12 application.

IFRIC 12 69 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 69

70 Cash Flow Hedge Accounting Subsidiaries, TAV Istanbul, TAV Esenboga, TAV Izmir and TAV Tunisie enter into swap transactions in order to diminish exposure to foreign currency mismatch relating to DHMI installments and interest rate risk to manage exposure to the floating interest rates relating to loans used. 100%, 68% and 100% of floating bank loans for TAV Istanbul, TAV Izmir and TAV Esenboga, respectively are fixed with financial derivatives, 100% of floating senior bank loans for TAV Tunisie is fixed with financial derivative until 31 October 2009 and 85% of floating senior bank loans for TAV Tunisie is fixed with financial derivative starting from 1 November 2009. Sensitivity Analysis A 10 percent strengthening/weakening of the EUR against the following currencies at 30 September 2010 and 31 December 2009 would have increased/decreased equity and profit/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 FY09. 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 2.8 million on the Group s variable rate debt when ignoring effect of derivative financial instruments. EUR 2.3 million of the exposure is hedged through IRS contracts. Therefore, the net exposure on income statement would be EUR 0.5 million. A 50 basis points increase in Euribor or Libor would have resulted an increase in hedging reserve in equity approximately by EUR 27.9 million and a 50 basis points decrease in Euribor or Libor would have resulted an decrease in hedging reserve in equity approximately by EUR 29.1 million. Equity Profit or loss Strengthening Weakening Strengthening Weakening of EUR of EUR of EUR of EUR 30-Sep-10 USD (31.4) 29.6 (4.7) 4.7 TRL - - (6.4) 6.4 Other - - 0.9 (0.9) Total (31.4) 29.6 (10.2) 10.2 31-Dec-09 USD (26.0) 31.8 (0.2) 0.2 TRL - - (4.7) 4.7 Other - - (1.5) 1.5 Total (26.0) 31.8 (6.5) 6.5

71 Consolidated Income Statement 9M10 9M09 FY09 Construction revenue 14,9 248,8 284 Total operating income 568,5 463,5 609 Sales of duty free goods 120,0 106,3 142 Aviation income 129,9 101,2 131 Ground handling income 121,4 89,8 113 Commission from sales of duty free goods 56,9 51,7 68 Catering services income 34,5 27,7 38 Other operating income 105,8 86,8 116 Construction expenditure (14,7) (237,2) (271) Operating expenses 0,0 0,0 (509) Cost of catering inventory sold (12,9) (10,2) (14) Cost of duty free inventory sold (48,2) (42,5) (55) Cost of services rendered (30,7) (25,0) (34) Personnel expenses (158,9) (110,9) (153) Concession rent expenses (95,3) (109,0) (144) Depreciation and amortization expense (43,5) (27,5) (37) Other operating expenses (75,3) (51,0) (72) Operating profit 104,0 99,0 113 Finance income 16,7 13,0 25 Finance expenses (67,0) (60,0) (85) Profit before income tax 53,7 52,0 53 Income tax expense (14,3) (16,7) (2) Profit for the period from continuing operations Attributable to: Owners of the Company 33,5 33,8 51 Non-controlling interest 5,9 1,5 1 39,4 35,3 51 Other Financial Data: Adjusted EBITDA * 172,5 135,1 167 Adjusted EBITDAR * 267,8 244,1 311 Summary Cash Flow Data: Net cash provided by (used in): Operating activities 151,4 111,9 210 Investing activities 68,5 (233,6) (285) Financing activities (225,0) 144,8 86 Summary Balance Sheet Data: Cash and cash equivalents 30,1 34,0 34 Restricted bank balances 317,1 313,8 314 Total assets 2,037,4 1,923,1 1,923 Bank loans 1,237,7 1,288,7 1.289 Total liabilities 1,526,3 1,510,1 1.510 Total equity 511,1 413,0 413 Net debt 890,5 940,8 941

Consolidated Balance Sheet 72 9M10 FY09 ASSETS Property and equipment 155,656,664 117,527,566 Intangible assets 38,292,276 41,320,152 Airport operation rights 712,693,126 723,041,011 Other investments 24,238 24,238 Goodwill 154,561,157 151,402,835 Prepaid concession expenses 110,878,378 107,413,971 Trade receivables 118,972,593 134,457,502 Other non-current assets 2,181,418 8,930,598 Deferred tax assets 70,174,999 54,254,039 Total non-current assets 1,363,434,849 1,338,371,912 Inventories 13,355,829 11,403,317 Prepaid concession expenses 125,406,088 117,275,560 Trade receivables 88,802,301 62,044,641 Due from related parties 31,704,594 10,482,379 Derivative financial instruments 26,715,924 6,390,781 Other receivables and current assets 40,674,902 29,287,322 Cash and cash equivalents 30,129,215 34,010,922 Restricted bank balances 317,138,897 313,849,601 Total current assets 673,927,750 584,744,523 TOTAL ASSETS 2,037,362,599 1,923,116,435

Consolidated Balance Sheet 73 EQUITY Share capital 162,383,978 162,383,978 Share premium 220,286,470 220,286,470 Legal reserves 19,494,019 18,385,795 Other reserves 14,622,932 - Revaluation surplus 2,068,119 2,324,325 Purchase of shares of entities under common control 40,063,860 40,063,860 Cash flow hedge reserve (73,391,130) (59,776,657) Translation reserves 1,659,210 (2,056,517) Retained earnings / (Accumulated losses) 22,953,397 (9,168,016) Total equity attributable to equity holders of the Company 410,140,855 372,443,238 9M10 FY09 Non-controlling interest 100,965,576 40,555,777 Total Equity 511,106,431 412,999,015

Consolidated Balance Sheet 74 LIABILITY ( Million) 9M10 FY09 Loans and borrowings 1,061,947,300 1,089,524,346 Reserve for employee severance indemnity 6,614,845 4,645,483 Due to related parties 19,249,243 19,082,385 Deferred income 18,940,930 14,339,463 Deferred tax liabilities 6,133,945 7,335,962 Total non-current liabilities 1,112,886,263 1,134,927,639 Bank overdraft 3,575,458 2,379,933 Loans and borrowings 172,215,600 196,758,985 Trade payables 29,290,482 29,306,087 Due to related parties 8,668,333 12,285,718 Derivative financial instruments 141,246,256 85,400,809 Current tax liabilities 4,387,084 1,391,675 Other payables 43,985,536 39,264,452 Provisions 3,297,820 2,695,918 Deferred income 6,703,336 5,706,204 Total current liabilities 413,369,905 375,189,781 Total Liabilities 1,526,256,168 1,510,117,420 TOTAL EQUITY AND LIABILITIES 2,037,362,599 1,923,116,435

Consolidated Cash Flow Statement 75 9M10 9M09 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the period 39,407,452 35,290,398 Adjustments for: Amortisation of airport operation right 24,646,701 14,208,889 Depreciation of property and equipment 14,742,929 9,861,449 Amortisation of intangible assets 4,072,926 3,400,137 Amortisation of prepaid concession rent 95,341,372 109,001,339 Provision for employment termination benefits 3,075,370 2,106,376 Provision set for doubtful receivables 334,618 237,438 Provision set for tax penalties - 972,275 Other provisions released (179,028) (13,261) Gain on sale of non-controlling interest in a subsidiary - (8,993,461) Discount on receivables and payables, net 34,698 213,920 Gain on sale of property and equipment (367,936) (59,798) Impairment of property and equipment 6,638,910 - Provision set for unused vacation 651,031 700,936 Provision set / (released) for slow moving inventory 61,692 14,387 Accrued insurance income (8,923,823) - Other income accrual (9,450,966) - Interest income (8,598,002) (8,143,081) Interest expense on financial liabilities 55,456,812 35,119,148 Income tax expense 14,318,236 16,666,950 Discount income from concession receivable (7,973,726) (4,775,899) Unrealised foreign exchange differences on statement of financial position items 13,487,795 18,674,203 Cash flows from operating activities 236,777,061 224,482,345 Change in trade receivables (27,113,041) (20,007,380) Change in non-current trade receivables 23,458,635 21,162,915 Change in inventories (2,014,144) (1,793,481) Change in due from related parties (21,222,215) (1,796,901) Change in restricted bank balances 86,415,176 57,239,724 Change in other receivables and current assets 14,465,621 25,206,832 Change in trade payables (9,504,080) 2,536,730 Change in due to related parties (3,450,526) (48,374,147) Change in other payables and provisions 10,319,683 4,870,382 Change in other long term assets 7,868,769 1,250,361 Additions to prepaid concession expenses (97,461,768) (104,458,367) Cash provided from operations 218,539,171 160,319,013 Income taxes paid (19,632,391) (6,498,534) Interest paid (46,001,706) (41,165,144) Retirement benefits paid (1,540,572) (733,524) Net cash provided from operating activities 151,364,502 111,921,811

Consolidated Cash Flow Statement 76 9M10 9M09 CASH FLOWS FROM INVESTING ACTIVITIES Interest received 4,942,989 7,615,708 Proceeds from sales of non-controlling interest in subsidiaries 141,668,682 27,999,826 Proceeds from sale of property and equipment and intangible assets 2,242,185 340,602 Acquisition of property and equipment (61,208,084) (20,501,080) Additions to airport operation right (15,211,456) (234,710,210) Net change in investments - (13,799,449) Acquisition of joint venture net of cash acquired (3,241,766) - Acquisition of intangible assets (644,533) (559,242) Net cash provided from / (used in) investing activities 68,548,017 (233,613,845) CASH FLOWS FROM FINANCING ACTIVITIES New borrowings raised 121,535,978 305,617,978 Repayment of borrowings (191,241,082) (154,281,617) Change in restricted bank balances (100,275,409) (59,536,934) Non-controlling interest change (59,538,367) (4,045,669) Change in revaluation surplus and translation reserves 3,715,727 (453,422) Addition to / (repayment of) finance lease liabilities 813,402 (99,513) Increase in share premium - 103,989 Increase in share capital - 57,473,711 Net cash (used in) / provided from financing activities (224,989,751) 144,778,523 NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (5,077,232) 23,086,489 CASH AND CASH EQUIVALENTS AT 1 JANUARY 31,630,989 20,727,590 CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER 26,553,757 43,814,079

TAV Investor Relations 77 For further information, please visit http://ir.tav.aero, e-mailtavinverstorrelations@tav.aero or call +90-212-463-30-00(x2120, 2122, 2123, 2124) TAV Airports Holding Co. Istanbul Ataturk Havalimanı Dış Hatlar Terminali 34149 Yesilkoy, Istanbul Nursel İLGEN, CFA Head of Investor Relations nursel.ilgen@tav.aero Tel :+90 212 463 3000 / 2122 Fax : +90 212 465 3100 Burcu GÜNHAR Investor Relations Associate burcu.gunhar@tav.aero Tel :+90 212 463 3000 / 2124 Fax : +90 212 465 3100 Besim MERİÇ Investor Relations Associate besim.meric@tav.aero Tel :+90 212 463 3000 / 2123 Fax : +90 212 465 3100