1Q 2012 Financial and Operational Results May 4, 2012

2

CONTENTS Page # CEO’s Message 3

First Highlights of 1Q12 3

Summary Financial and Operational Results 4

Passenger Growth 5

Comparison to 2011 6

Revenues 7

Costs 8

Summary P&L 9

Quarterly Revenues & EBITDAR by Assets 10

Selected Financials by Assets 11

Cash Flow Statement 12

Debt Structure 13

Employee Numbers & FX Sensitivity Analysis 14

FX Exposure of Operations 15

Timeline 16

Notes on Financials 17

IFRIC 12 & Our Adjusted Financials Policy 18

Summary Financials and P&L 19

Balance Sheet 20

Material Events 21

New Tenders Won 23

Concessions Table 24

TAV Group Structure and Shareholder Structure 25

Contacts 26

3 3 First Highlights of 2012

I am very happy to announce a very strong start to the year and the best ever first quarter marked by impressive financial and operational results. Consolidated revenues soared and reached €211 million in the first quarter of 2012, with 19% YoY growth implying the highest first quarter revenue ever. Operating leverage continued to prevail and the topline growth translated into a rich EBITDA growth of 33%. Meanwhile, we continued to improve the consolidated EBITDA margin by 2.4 ppt over the same period of last year, reaching the highest ever EBITDA and EBITDAR margins in the first quarter. Due to the seasonal nature of our business, the beginning of the year is usually slow with the first quarter results generally therefore being weak. This year, we are very happy to close the first quarter with an after tax net profit of €12 million compared to a net loss of €14 million first quarter last year. This is the first net profit we have announced for the first quarter financials, since our company's IPO. At the beginning of 2012, we took over the domestic terminal operations at Izmir Adnan Menderes airport adding 1.5 million new passengers only in the first quarter of this year. On top of that, our existing operations have also been very strong this quarter boosted by the robust recovery in Tunisia. The result was an exceptional quarter with a passenger growth of 35% YoY (like-for-like growth of 20%) that brought our quarterly number of passengers served to 14 million. All in all, we had a very strong start to the year. I would like to thank all TAV Group employees, the passengers and our shareholders for making another great quarter possible. Dr. M.Sani Şener Member of Board of Directors President & CEO

CEO’s Message Highlights of 1Q12

•Net profit of €12m Net profit turned positive in 1Q11 for the first time ever, on the back of strong operational and financial performance •Consolidated revenue of €211m (+19% vs 1Q11) High double digit revenue growth on the back of superb organic and inorganic growth •Consolidated EBITDA of €47m (+33%vs 1Q11) •Operating leverage continues to prevail. EBITDA growth outpaces revenue growth again.

•Net Debt €907m (-1% vs 1Q11) Decline in net debt continued, thanks to strong cash flow generation •Passengers served 14m (+35% vs 1Q11) Both strength in existing operations and inorganic growth in Izmir boosted pax numbers

4

Revenues increased by 19% to €211 million in 1Q12 from €177 million in 1Q11, on the back of strong organic and inorganic growth. In 1Q12, while total number of passengers served increased by 35% like-for-like growth was 20%) The number of aircrafts served by Havaş, TGS and Havaş Europe increased by 6% YoY. The weight of aeronautical revenues in consolidated revenues stayed the same at 43% compared to the same period of 2011. EBITDA surged by 33% to €47 million in 1Q12 from €35 million in 1Q11, implying respective 22.2% and 19.8% margins in 1Q12 and 1Q11. Superb performance of Istanbul Atatürk and duty free boosted EBITDA growth, with 2.4 ppt improvement in EBITDA margin.

EBITDAR rose by 19% to €79.4 million in 2012 and was perfectly in line with the growth in revenues, mainly due to flat concession rent expense. Despite booking of €2.2 million for TAV Ege’s (Izmir Adnan Menderes domestic terminal) concession for 1Q12, total concession expenses stayed flat because Istanbul’s rent decreased due to the effects of €/$ on the amortization schedule. On the back of strong operational performance and supportive FX and deferred tax booking, the bottom line (net profit attributable to owners of the company) turned positive in 1Q12 at €12.0m in 2011 versus minus €14.5m in 1Q11.

Consolidated net debt came at €907 million at end of March 2012, versus €919 million at end of March 2011, thanks to cash flow generation.

Free cash flow (net cash provided from / (used in) operating activities – capex) amounted €-61 million in 1Q12, compared to €-67 million in 1Q11, mainly because of seasonality.

Summary Financial and Operational Results

(€m, unless stated otherwise)* 1Q12 1Q11 ∆ y-o-y

Revenues** 211.3 177.2 19%

EBITDA** 46.8 35.1 33%

EBITDA** margin (%) 22.2% 19.8% 2.4 ppt

EBITDAR** 79.4 66.9 19%

EBITDAR** margin 37.6% 37.8% -0.2 ppt

FX Gain (Loss) 1.6 (5.0) nm

Deferred Tax Income (Expense) 5.5 (3.4) nm

Net Income (Loss) 12.0 (14.5) nm

Cash flow from operations (55.8) (45.8) nm

Capex (5.4) (21.6) nm

Free Cash Flow (61.2) (67.4) nm

Shareholders’ Equity 479.0 430.3 11%

Net Debt 906.8 919.1 -1%

Average number of employees 20,231 18,832 7%

Number of passengers (mn) 13.7 10.2 35%

- International 7.1 5.7 24%

- Domestic 6.6 4.4 48%

Duty free spend per pax (€) 15.7 16.5 -5% * Construction revenue and construction expenditure are excluded from adjusted results.

** Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir

Source: TAV Airports Holding, DHMI, TAV Tunisie, TAV Macedonia, Georgian Aviation Authority

5

The number of passengers using airports operated by TAV increased by 35% (like-for-like growth of 20%) to 14 million in 1Q 2012 on the back of organic and inorganic growth. The number of international passengers served at Istanbul Ataturk continued to soar in 2012 and reached around 6 million, increasing by 26% YoY.

Passenger Growth

Atatürk Airport International Pax (m)

March January-March Last Twelve Months

Passengers (1) 2011 2012 Chg % 2011 2012 Chg % Apr10-

Mar11

Apr11-

Mar12 Chg %

Ataturk Airport 2.725.019 3.357.735 23% 7.417.624 9.071.304 22% 33.060.251 36.150.947 9%

International 1.789.190 2.222.691 24% 4.658.471 5.866.298 26% 21.066.616 23.198.273 10%

Domestic 935.829 1.135.044 21% 2.759.153 3.205.006 16% 11.993.635 12.952.674 8%

Esenboga Airport (2) 682.366 774.004 13% 1.964.561 2.131.499 8% 8.199.551 8.013.063 -2%

International 117.511 122.569 4% 288.464 302.600 5% 1.403.405 1.295.976 -8%

Domestic 564.855 651.435 15% 1.676.097 1.828.899 9% 6.796.146 6.717.087 -1%

Izmir Airport (3) 587.177 656.050 12% 1.682.364 1.831.880 9% 7.837.680 8.016.682 2%

International 118.100 124.679 6% 291.837 291.538 0% 2.268.254 2.283.655 1%

Domestic 469.077 531.371 13% 1.390.527 1.540.342 11% 5.569.426 5.733.027 3%

Tunisia 75.824 107.116 41% 175.685 259.108 47% 3.685.812 2.251.525 -39%

Georgia 68.700 88.412 29% 196.177 246.235 26% 977.252 1.165.699 19%

Macedonia 46.424 57.596 24% 138.550 171.021 23% 749.801 812.974 8%

TAV TOTAL (4) 3.716.433 5.040.913 36% 10.184.434 13.711.047 35% 48.940.921 52.218.205 7%

International 2.213.561 2.719.057 23% 5.741.300 7.125.655 24% 30.099.179 30.931.701 3%

Domestic 1.502.872 2.321.856 54% 4.443.134 6.585.392 48% 18.841.742 21.286.504 13%

March January-March Last Twelve Months

Air Traffic Movements (2)

2011 2012 Chg % 2011 2012 Chg % Apr10-

Mar11

Apr11-

Mar12 Chg %

Ataturk Airport 22.790 27.107 19% 65.620 76.043 16% 280.338 291.024 4%

International 15.272 18.150 19% 43.564 50.940 17% 183.921 191.018 4%

Domestic 7.518 8.957 19% 22.056 25.103 14% 96.417 100.006 4%

Esenboga Airport (2) 5.631 6.006 7% 16.504 17.570 6% 67.702 67.456 0%

International 899 957 6% 2.509 2.552 2% 12.063 10.934 -9%

Domestic 4.732 5.049 7% 13.995 15.018 7% 55.639 56.522 2%

Izmir Airport (3) 4.345 4.621 6% 12.559 13.360 6% 59.708 58.520 -2%

International 869 817 -6% 2.244 2.114 -6% 16.677 15.853 -5%

Domestic 3.476 3.804 9% 10.315 11.246 9% 43.031 42.667 -1%

Tunisia 1.039 1.224 18% 2.339 2.989 28% 30.266 20.149 -33%

Georgia 1.550 1.666 7% 4.570 4.790 5% 20.112 21.750 8%

Macedonia 759 854 13% 2.220 2.475 11% 12.221 11.265 -8%

TAV TOTAL (4) 32.638 41.478 27% 93.497 117.227 25% 427.316 438.743 3%

International 20.234 23.454 16% 56.938 65.206 15% 272.760 267.287 -2%

Domestic 12.404 18.024 45% 36.559 52.021 42% 154.556 171.456 11% 0,00

0,50

1,00

1,50

2,00

2,50

3,00

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2012 2011 2010

Source: Turkish State Airports Authority (DHMI) and Georgian Authority for Tbilisi Airport and Batumi Airport, TAV Tunisie for Monastir

Airport

Note: DHMİ figures for March 2012 are tentative.

(1) Both departing and arriving passengers, including transfer pax

(2) Commercial flights only

(3) TAV started to serve domestic passengers at Izmir Airport on January 2012

(4) 2011 totals do not include Izmir domestic traffic data

6

EBITDA Revenue

Comparison to 1Q11

Ae

ron

auti

cal

Re

ven

ue

Revenue EBITDA OPEX

Net Profit / Loss

33% 33%

25% 24%

18% 19%

8% 6%

16% 18%

1Q 2012 1Q2011

Duty-free Aviation Ground-handling F&B Other

1Q 2012 1Q 2011

3% 2%

8% 7%

10% 10%

11% 10%

14% 13%

18% 20%

37% 37%

1Q 2012 1Q2011

Catering Services rendered D&A

Duty-free Other Concession rent

Personnel

47

35

1Q 2012 1Q2011

12

-14

1Q 2012 1Q 2011

33% 19%

211

177

1Q 2012 1Q2011

Bottom-

line

turned

into

positive

territory

74% 69%

19% 19%

9% 9%

4% 2%

-1%

7%

-4% -5%

Istanbul Other Airports ATU BTA HAVAŞ Other Services

7

19,5

35,2

6,0

60,7

19,0

39,0

6,4

64,4

HAVAŞ TGS HVŞ EUR HAVAŞ + TGS + HVŞ EUR

1Q11 1Q12

Revenues increased by 19% to €211 million in 1Q12 from €177 million in 1Q11, on the back of strong organic and inorganic growth. In 1Q12, while total number of passengers served increased by 35% like-for-like growth was 20%) The number of aircrafts served by Havaş, TGS and Havaş Europe increased by 6% YoY. The weight of aeronautical revenues in consolidated revenues stayed the same at 43% compared to the same period of 2011. Aviation income amounted €52 million in 1Q12, versus €42 million in 1Q11 (+22% yoy). The growth in passenger number outpaced the growth in aviation income as approximately half the growth in passenger numbers served stemmed from the newly acquired Izmir domestic operations, where the passenger service fee is €3. The guaranteed pax fees in the context of IFRIC12 amounted €4.4m for Ankara Esenboga and €2.2m for İzmir Adnan Menderes. Our income stream is hard currency, based primarily in Euro and U.S. dollars, with aviation operations (which includes ground handling), accounting for 43% of total operating income and non-aviation operations accounting for 57% of total operating income in 1Q12. The weight of aeronautical revenues stayed the same YoY.

Sales of duty free goods increased by 22% from €40 million in 1Q11 to €49 million in 1Q12 on the back of strong international passenger growth.

Average per passenger spending decreased by 5% YoY from €16.5 in 1Q11 to €15.7 in 1Q12, mainly because of the dilutive impact of the increase in transfer traffic. Duty free spend per pax at Istanbul Ataturk Airport decreased by 6% from €18.4 in 1Q11 to €17.4 in 1Q12, due to the 49% surge in international transfer passenger numbers. The share of international to international transfer passengers in Istanbul’s international passengers thus increased from 29% to 34%, YoY. Note that, the impact of the open-gate system was not reflected in 1Q12 results.

Revenues (€ mn) 1Q12 1Q11 Change (%)

Sales of duty free goods 49.2 40.3 22%

Aviation income 51.5 42.4 22%

Ground handling income 39.9 34.5 16%

Commission from duty free sales 20.7 17.5 18%

Catering services income 15.8 11.0 43%

Other operating revenue 34.1 31.4 9%

Total operating revenue 211.3 177.2 19%

Commission from sales of duty free goods increased by 18% from €18 million in 1Q11 to €21 million in 1Q12.

Ground handling income increased by 16% to €40 million in 1Q12 from €35 million in 1Q11. The number of aircrafts served by HAVAŞ, TGS and Havaş Europe increased by 6% YoY to 64K. The increase in ground handling revenue outpaced the growth in number of flights mainly because of the full consolidation of Havaş Europe which was partial in 1Q11.

Catering service income, mainly denominated in TL, increased by 43%, from €11 million in 1Q11 to €16 million in 1Q12, on the back of inorganic growth from BTA IDO.

Other operating income increased by 9% from €31 million in 1Q11 to €34 million in 1Q12, mainly stemming from the temporary halt of bus services in Istanbul.

# of Flights Served (‘000)

6%

7%

11%

-3%

8

Operating expenses increased by 16% from €158 million in 1Q11 to €182 million in 1Q12. This was primarily the result of increase in cost of services rendered and cost of duty free inventory sold. The increase in operating expenses stayed behind the revenue growth,

mainly due to operational leverage and favourable exchange rate developments .

Concession and rent expenses increased 2% and reached €33 million in 1Q12. Rent expenses principally consist of payments to DHMI under the terms of the Istanbul Ataturk Airport lease agreement and renovation of the domestic terminal (€29 million in total in 1Q12). Concession expenses consist of payment made to Tunisian Airports and Civil Aviation Authority (OACA) and payments made to Macedonian Ministry of Transportation and Communication. While the rent payment of Istanbul Ataturk Airport is made in USD terms at the beginning of each year, due to amortization schedule of the payment, Istanbul Ataturk Airport’s rent decreased by 5% from €31 million in 1Q11 to €29 million in 1Q12. TAV Ege will be booking €8.7m for the Izmir Adnan Menderes domestic terminal in 2012 and in the first quarter TAV of 2012 Ege booked ¼ of this sum for the domestic terminal.

Cost of duty-free inventory sold increased by 26% to €20 million in 1Q12 compared with 22% growth in duty-free sales, as cost of inventory sold as a % of duty-free revenues increased on a year-on-year basis.

Cost of catering inventory sold increased by 45% in 1Q12 to come in at roughly the same as catering revenue growth at 43%. Personnel expenses increased by 13% from €59 million in 1Q11 to €67 million in 1Q12, with new operations and 7% YoY increase in the average number of employees in 1Q12. Against new operations added to portfolio, the share of personnel expenses in total operating revenues declined by 1.0 percentage points to 36.5% in 1Q12.

Cost of services rendered increased by 41% from €11 million in 1Q11 to €15 million in 1Q12. Cost of services rendered principally consists of Havaş’ operating expenses and also includes some costs of BTA, TAV O&M, TAV Latvia.

Depreciation and amortization expense rose by 14% from €15 million in 1Q11 to €18 million in 1Q12, mainly due to new operations.

Other operating expenses increased by 19% to €25 million in 1Q12.

Costs

(€ million) 1Q12 1Q11 Change (%)

Cost of catering inventory sold (5.6) (3.8) 45%

Cost of duty free inventory sold (19.6) (15.6) 26%

Cost of services rendered (15.1) (10.7) 41%

Personnel expenses (66.5) (59.0) 13%

Concession rent expenses (32.6) (31.8) 2%

Istanbul 29.3 31.0 -5%

Ege 2.2 0.0 nm

Tunisia 0.5 0.3 65%

Macedonia 0.6 0.5 19% Depreciation and amortisation expenses (17.6) (15.4) 14%

Other operating expenses (25.1) (21.1) 19%

Total Operating Expenses (182.0) (157.5) 16%

9

Operating profit (ignoring net effect of construction revenue and construction expenditure) increased from €20 million in 1Q11 to €29 million in 1Q12 mainly due to operational leverage and favourable exchange rate

developments . EBITDA, which we define as profit (loss) adjusted for income taxes, finance income and expenses and depreciation & amortisation expense, surged by 33% and amounted €47 million in 1Q12 versus €35 million in 1Q11. EBITDA margin improved by 2.4 percentage points in 1Q12 and reached 22.2%.

EBITDAR, which we define as EBITDA before concession rent payment, increased by 19% from €67 million in 1Q11 to €79 million in 1Q12.

Net finance expenses amounted €15 million in 1Q12, compared with €25 million in 1Q11 due mostly to the reversal of the FX loss of €5.0 million in 1Q11 to €1.6 million FX gain in 1Q12.

Income tax benefit /(expense) consists of deferred tax and corporate taxes. Current period tax expense was €5 million in 1Q12, compared with €1 million in 1Q11. In 1Q11, TAV had recorded €3 million deferred tax loss. However, in 1Q12 TAV booked €6 million as deferred tax gain, mainly due to exchange rate developments.

All in all, total Income tax benefit amounted €1 million in 1Q12 versus €5 million in tax expense 1Q11, mainly due to deferred taxes. Net income attributable to owners of the company in 1Q12 was realized as €12 million compared to a net loss of €15 million in 1Q11 according to IFRS financial statements. Non-controlling interest reflects the allocation of profit / losses held by the non-controlling interest and amounted €-3 million in 1Q12.

Summary P&L

(€ million) 1Q12 1Q11 ∆ y-o-y

Operating profit * 29.2 19.7 48%

EBITDA** 46.8 35.1 33%

EBITDA margin 22.2% 19.8% 2.4 ppt

EBITDAR*** 79.4 66.9 19%

EBITDAR margin 37.6% 37.8% -0.2 ppt

* ignoring net effect of construction revenue and construction expenditure

** profit (loss) adjusted for income taxes, finance income and expenses and depreciation & amortization expense

*** EBITDA before concession rent payment

Note: Adjusted figures include guaranteed passenger fee revenues from airports in Ankara and Izmir

(€ million) 1Q12 1Q11 ∆ y-o-y

Finance income 8.9 5.3 70% Finance costs (23.5) (30.6) -23%

FX gain/loss 1.6 (5.0) nm Net finance income/(Expense) (14.6) (25.4) -42%

Profit/(Loss) before income tax 8.0 (12.1) nm

Income tax expense 0.9 (4.8) nm

Profit/(Loss) for the period 8.8 (16.8) nm

Attributable to Equity holders of the Company 12.0 (14.5) nm Non-controlling interest (3.1) (2.3) 33%

(€ million) 1Q12 1Q11 ∆ y-o-y

Current period tax expense (4.7) (1.4) 241% Deferred tax (expense)/gain 5.5 (3.4) nm Tax income/(expense ) 0.9 (4.8) nm

10 Quarterly Revenues & EBITDAR by Assets

* Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir and excluding construction income and expenses

Adjusted Revenues € mn 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 Airports 85.4 126.2 143.7 115.7 102.3 128.4 150.0 117.3 122.7 Istanbul 64.9 87.1 85.7 80.9 76.2 90.5 93.5 84.2 87.8 Ankara 7.7 9.8 11.6 8.8 9.9 10.3 13.1 8.6 10.2 Izmir 3.9 7.8 13.3 7.8 4.9 9.3 14.4 6.5 9.3 Tunisia 3.6 12.3 21.0 8.8 2.7 8.9 15.4 7.6 5.2 Gazipasa 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.0 Georgia 4.2 5.5 6.8 5.5 5.2 5.5 7.8 6.6 6.3 Macedonia 1.1 3.8 5.3 3.9 3.4 3.9 5.8 3.7 3.9 Services 85.8 122.2 142.9 118.4 110.9 141.3 155.2 144.9 129.6 Havas 23.9 47.6 58.3 33.7 37.1 53.3 60.5 46.5 39.3 ATU (50%) 33.2 42.3 47.4 47.1 41.3 52.8 57.4 56.0 50.5 BTA 14.9 18.1 21.8 20.3 17.4 19.9 22.3 21.5 24.4 Other 13.8 14.2 15.5 17.3 15.1 15.3 15.0 20.9 15.4 Total 171.2 248.4 286.5 234.1 213.2 269.7 305.2 262.2 252.3 Eliminations -31.3 -37.0 -44.0 -42.9 -36.0 -42.6 -43.9 -46.8 -41.0

Consolidated Revenue (*) 139.9 211.4 242.5 191.2 177.2 227.1 261.3 215.4 211.3

Airports 49.9 80.7 101.5 67.8 62.4 85.0 109.8 70.6 75.8 Istanbul 45.7 59.6 64.7 57.9 55.0 66.9 73.4 63.1 63.8 Ankara 3.0 5.0 6.7 0.6 5.1 5.6 8.4 0.6 4.8 Izmir 0.9 4.2 9.8 4.5 1.8 6.1 11.2 3.3 4.5 Tunisia 0.6 6.4 14.4 1.1 -2.1 3.2 9.5 -0.1 -0.4 Gazipasa -0.2 -0.3 -0.3 -0.3 -0.2 -0.2 -0.2 -0.2 -0.2 Georgia 1.4 2.9 4.1 2.8 2.2 2.8 4.9 3.2 2.9 Macedonia -1.5 2.8 2.2 1.1 0.6 0.7 2.6 0.7 0.5 Services -3.5 19.1 21.0 6.9 4.5 20.1 25.9 9.3 3.6 Havas -0.7 11.3 18.4 -3.5 2.4 13.4 15.3 3.3 -0.7 ATU (50%) 2.3 3.3 4.3 5.5 3.2 4.8 6.4 6.8 4.3 BTA 1.4 1.9 2.8 1.1 0.5 2.0 3.3 0.2 2.0 Other -6.6 2.7 -4.5 3.8 -1.6 -0.1 0.9 -0.9 -2.1 Total 46.4 99.8 122.5 74.7 66.9 105.1 135.6 79.9 79.4 Eliminations 0.0 -0.2 -0.7 -0.7 0.0 -0.3 -0.3 -0.4 0.0 Adjusted EBITDAR 46.4 99.6 121.8 74.0 66.9 104.8 135.4 79.5 79.4

Total Guaranteed passenger fee revenues 5.0 7.7 12.6 6.8 6.4 8.8 13.3 4.9 6.6 from Ankara 3.3 4.0 5.3 2.5 4.1 4.3 5.4 2.0 4.4 from Izmir 1.7 3.7 7.3 4.3 2.3 4.5 7.9 2.9 2.2

Total Concession expense 28.9 31.7 34.8 34.3 31.8 34.8 35.5 27.3 32.6 Istanbul 28.3 28.6 28.9 31.4 31.0 31.3 30.7 29.6 29.3 Ege 2.2 Tunisia 0.4 2.5 5.1 2.3 0.3 2.9 4.0 -2.9 0.5 Macedonia 0.2 0.6 0.8 0.6 0.5 0.6 0.9 0.6 0.6

11 Selected Financials by Assets

(€ million)

Revenues EBITDA

EBITDA Margin (%)

Net Debt

Airports 122.7 43.2 35% 738 Istanbul 87.8 34.5 39% 186 Ankara 10.2 4.8 47% 102 Izmir (including TAV Ege) 9.3 2.3 25% 0 Tunisia 5.2 -0.9 nm 362 Gazipasa 0.0 -0.2 nm 18

Georgia 6.3 2.9 47% 13 Macedonia 3.9 -0.1 nm 59 Services 129.6 3.6 3% 168 ATU (50%) 50.5 4.3 9% 16 BTA 24.4 2.0 8% -5 Havas 39.3 -0.7 nm 66

Others 15.4 -2.1 nm 92

Total 252.3 46.8 19% 907

Elimination -41.0 0.0 0

Consolidated 211.3 46.8 22% 907

Revenue (€m) 1Q12 1Q11 Chg%

Airports 122.7 102.3 20%

Istanbul 87.8 76.2 15%

Ankara 10.2 9.9 3%

Izmir (including TAV Ege) 9.3 4.9 88%

Tunisia 5.2 2.7 91%

Gazipasa 0.0 0.0 1741%

Georgia 6.3 5.2 22%

Macedonia 3.9 3.4 16%

Services 129.6 110.9 17%

ATU (50%) 50.5 41.3 22%

BTA 24.4 17.4 40%

Havas 39.3 37.1 6%

Others 15.4 15.1 2%

Total 252.3 213.2 18%

Elimination -41.0 -36.0 nm

Consolidated 211.3 177.2 19%

EBITDA (€m) 1Q12 1Q11 Chg%

Airports 43.2 30.6 41%

Istanbul 34.5 24.1 43%

Ankara 4.8 5.1 -6%

Izmir (including TAV Ege) 2.3 1.8 30%

Tunisia -0.9 -2.4 nm

Gazipasa -0.2 -0.2 0%

Georgia 2.9 2.2 32%

Macedonia -0.1 0.1 nm

Services 3.6 4.5 -20%

ATU (50%) 4.3 3.2 37%

BTA 2.0 0.5 278%

Havas -0.7 2.4 nm

Others -2.1 -1.6 30%

Total 46.8 35.1 33%

Elimination 0.0 0.0 nm

Consolidated 46.8 35.1 33%

EBITDA Bridge (€m)

35,1

10,4

1,5 1,5 1,2 0,7 0,5 0,0 -0,3 -0,3 -0,5 -3,0

46,8

1Q

11

EB

ITD

A

Ista

nb

ul

Tu

nis

ia

BTA

ATU

(50

%)

Ge

org

ia

Izmir

Ga

zipa

sa

Ma

ce

do

nia

An

ka

ra

Oth

ers

Ha

vas

1Q

12

EB

ITD

A

12

During 1Q12, TAV Airports used €56 million net cash in operating activities as compared to €46 million cash used in 1Q11. The negative cash flow from operations mainly stems from the nature of the business; i.e. seasonality (first quarter is the lowest season in terms of traffic) and the annual rent payment of TAV Istanbul in the first week of January. Cash flow from operations before changes in working capital items was €76 million for the first quarter of 2012 as compared to €54 million for the first quarter of 2011. In 1Q12, net cash from investing activities was almost zero, mainly due to interest income and a low capex of €5 million mainly attributable to TAV Ege and BTA IDO. In 1Q11, TAV had used €19 million cash from investing activities, on the back of €17 million of capex incurred for the BOT of Macedonian airports. Net Cash flow from financing activities is mainly related to bank loans and project finance loans and the associated repayments. In 1Q12, TAV provided €69 million of cash from financing activities. Free cash flow (net cash provided from operating activities – capex) was realized as €-61 million in 1Q12 versus €-67 million in 1Q11, mainly because of seasonailty.

Cash Flow Statement

CASH FLOWS FROM INVESTING ACTIVITIES 1Q12 1Q11

Interest received 4.1 2.8 Proceeds from sale of property and equipment and intangible assets 1.3 0.2 Proceeds from sale of non-controlling interest in a subsidiary 0.0

Acquisition of property and equipment -4.9 -4.2

Additions to airport operation right -0.1 -17.0

Acquisition of non-controlling interest 0.0

Acquisition of subsidiary net of cash acquired 0.0

Acquisition of intangible assets -0.4 -0.3 Net cash provided from / (used in) investing activities 0.0 -18.6

CASH FLOWS FROM FINANCING ACTIVITIES 1Q12 1Q11

New borrowings raised 61.8 79.0

Repayment of borrowings -79.1 -87.8

Change in restricted bank balances 86.5 92.7

Non-controlling interest change 0.0 0.4

Change in finance lease liabilities -0.2 0.2 Net cash (used in) / provided from financing activities 68.9 84.5

1Q12 1Q11

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS 13.1 20.1

CASH AND CASH EQUIVALENTS AT 1 JANUARY 76.3 29.6

CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER 89.5 49.7

(€ million) 1Q12 1Q11

Cash flow provided operating activities (55.8) (45.8)

- Capex for property and equipment (4.9) (4.2)

- Capex for investment in airport operation right

(0.1) (17.0)

- Capex for intangible assets (0.4) (0.3)

Free Cash Flow (FCF) (61.2) (67.4)

1Q12 1Q11

CASH FLOWS FROM OPERATING ACTIVITIES Profit for the period 8.8 -16.8 Adjustments for:

Amortisation of airport operation right 10.0 8.7 Depreciation of property and equipment 6.3 5.3 Amortisation of intangible assets 1.3 1.4 Amortisation of prepaid concession rent 32.6 31.8 Provision for employment termination benefits 1.6 2.2 Provision set for doubtful receivables 0.2 0.3 Other provisions released -0.2 -0.3 Discount on receivables and payables. net 0.0 0.0 Impairment of property and equipment 0.0 Gain on sale of property and equipment 0.5 0.1 Provision set for unused vacation 0.0 0.0 Provision set / (released) for slow moving inventory 0.0 0.0 Accrued insurance income 0.0 Interest income -4.4 -2.8 Interest expense on financial liabilities 21.6 24.0 Income tax expense -0.9 4.8 Discount income from concession receivable -2.9 -2.4 Unrealised foreign exchange differences on statement of financial position items 1.4 -2.2

Cash flows from operating activities 75.9 53.9 Change in trade receivables -3.2 3.1 Change in non-current trade receivables 7.5 7.3 Change in inventories -0.3 -0.6 Change in due from related parties -20.8 0.4 Change in restricted bank balances 52.5 31.7 Change in other receivables and current assets -22.7 2.3 Change in trade payables -9.0 -2.5 Change in due to related parties -3.9 -4.3 Change in other payables and provisions 9.1 2.2 Change in other long term assets -1.4 Additions to prepaid concession expenses -107.5 -106.6

Cash provided from operations -23.7 -14.5 Income taxes paid -12.8 -8.6 Interest paid -18.7 -22.4 Retirement benefits paid -0.7 -0.4

Net cash provided from operating activities -55.8 -45.8

13 Net Debt Consolidated net debt came in at €907 million at end of March 2012 versus €919 million at end of March 2011. Please note that Istanbul Atatürk Airport pays the annual lease payment of $140 million to the State Airports Authority within the first week of the year.

Debt Structure

(€ million) March

2012 % December

2011 %

On demand or within one year 195 16% 199 16%

In the second year 210 17% 181 15%

In the third year 122 10% 126 10%

In the fourth year 131 11% 127 10%

In the fifth year 122 10% 123 10%

After five years 424 35% 462 38% 1.204 100% 1.219 100%

Net Debt (eop € mn) March 2012 December 2011 March 2011

Airports 738 671 784

Istanbul 186 114 242

Ankara 102 103 110

Izmir (including Ege) -2 3 26

Tunisia 362 358 349

Gazipasa 18 17 17

Georgia 13 15 19

Macedonia 59 61 22

Services 168 122 135

ATU (50%) 16 15 26

BTA -5 -3 -5

Havas 66 57 76

Others 92 52 39

Total 907 793 919

14

Sensitivity Analysis A 10 percent strengthening / (weakening) of EUR against the following currencies at 31 March 2012 and 31 December 2011 would have increased / (decreased) equity and profit or loss by the amounts shown to the left. This analysis assumes that all other variables. in particular interest rates, remain constant. Based on the Group’s current borrowing profile, a 50 basis points increase in Euribor or Libor would have resulted in additional interest expense of approximately EUR 1.1 million on the Group’s variable rate debt when ignoring effect of derivative financial instruments. EUR 1.1 million of the exposure is hedged through interest rate swap contracts. Therefore, there would not be an exposure on statement of comprehensive income. A 50 basis points increase in Euribor or Libor would have resulted an increase in cash flow hedge reserve in equity approximately by EUR 49.7 million and a 50 basis points decrease in Euribor or Libor would have resulted a decrease in cash flow hedge reserve in equity approximately by EUR 51.8 million

Employee Numbers & FX Sensitivity Analysis

Number of Employees (eop) March 2012 Dec 2011 Chg March 2011 Chg

TAV Istanbul 2,457 2,413 44 2,232 225

TAV Esenboğa 850 840 10 837 13

TAV İzmir (including Ege) 643 559 84 438 205

TAV Tunisie 701 693 8 668 33

TAV Gazipaşa 18 19 -1 18 0

TAV Georgia 756 747 9 718 38

TAV Macedonia 634 664 -30 654 -20

HAVAŞ 9,743 9,928 -185 9,887 -144

ATÜ 1,471 1,420 51 1,264 207

BTA 2,449 2,323 126 1,631 818

TAV Holding 108 87 21 98 10

TAV O&M 260 262 -2 258 2

TAV IT 137 128 9 126 11

TAV Security 74 184 -110 122 -48

TAV Latvia 3 2 - 2 1

TOTAL 20,304 20,269 34 18,953 1,351

Equity Profit or loss

Strengthening Weakening Strengthening Weakening

of EUR of EUR of EUR of EUR 31 March 2012

USD -23.807 29.097 -740 740

TRL - - -9.656 9.656

Other - - -492 492

Total -23.807 29.097 -10.888 10.888

31 Dec. 2011

USD -24.409 29.837 1.124 -1.124

TRL - - -9.538 9.538

Other - - -1.088 1.088

Total -24.409 29.837 -9.502 9.502

48%

12%

12%

7%

4%

4% 3%

3% 3% 3% HAVAŞ

TAV ISTANBUL

BTA

ATÜ

TAV ESENBOĞA

TAV Georgia

TAV TUNISIE

TAV İZMİR

TAV Macedonia

Others

Breakdown of Employees (eop 1Q12)

20,304

15

USD; 3%

EUR; 31%

TL; 59%

Other; 8% USD; 15%

EUR; 44%

TL; 36%

Other; 5%

USD; 90%

EUR; 10%

EUR; 96%

USD; 3% TL; 1%

Revenues (1) Opex (1) (2)

Concession Rent Expense Gross Debt

€252m €173m

€33m €1,204m

(1) Combined figures, pre-eliminations. (2) Excludes concession rent expenses (€33m) and depreciation (€18m)

€29m

€3m

€112m

€38m

€12m

€90m

€53m

€101m

€5m €13m

€1.160m

€7m

€36m

FX Exposure of Operations (1Q12)

16 16 Timeline

2010

• Tunisian civil unrest started • TAV Latvia took over the duty free operations in Riga International Airport • Increased shareholding in TAV Security from 67% to 100%

• Sold 28.3% of Havaş to HSBC and 6.7% to İş PE, TAV started to deduct minority interest for HAVAŞ • TAV Macedonia took over the operations at Skopje & Ohrid airports and started construction works • TGS started operations at five airports • Started to charge €2.5 for international to international departing transfer passengers at Istanbul Atatürk Airport • Temporary closure of the third runway, between March – end of June 2010

Q1 Q1

• Increased shareholding in TAV Urban Georgia from 66% to 76% • Increased shareholding in TAV Batumi from 60% to 76% • Adjustments incurred within the context of the tax amnesty legislation (€2.9m one-off expense)

• 18% of TAV Tunisie sold to PAIDF, no gains were booked • Volcanic ash eruption in Iceland • Havaş acquired 50% of Havaş Europe • Insurance income of €7.9m and impairment loss of €6.6m was booked for the damage occured on the generators of the Trigeneration plant of TAV Istanbul

Q2 Q2

• Skopje Airport construction finalized • BTA IDO established and the multistage takeover of the catering operations in IDO ferries initiated • One-off provision of c€5m (KTHY) • THY CIP Lounge operations at Istanbul Atatürk Airport International terminal ended

• Customs law amended to alleviate restrictions • BTA took over catering operations in Istanbul Atatürk Airport domestic terminal • TGS started operations in Sabiha Gökçen Airport • TAV Passport launched by TAV O&M • Holding incurred c.€5m one-off consultancy expense mainly due to projects followed

Q3 Q3

• Tunisian elections took place • Increased shareholding in Havas Europe from 50% to 67% • Izmir Adnan Menderes Airport International and domestic tender won , TAV Ege was established, €12m paid as rent advance

• Increased shareholding in TAV IT from 97% to 99% • TAV Istanbul terminated cross-currency swap and two new cross currency contracts were signed, TAV booked a one-off FX gain • TGS fee restructuring in 2010 resulted in negative EBITDA of €7.7m in 4Q10

Q4 Q4

2011 2012

• İzmir domestic operations were taken over as TAV Ege on January 2012. • HAVAŞ had to suspend transfer services in Istanbul temporarily as of 14.01.2012 due to the decision of Istanbul Metropolitan Municipality.

Q1

17

Basis of Consolidation •The attached consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). •Although the currency of the country in which the Group is domiciled is Turkish Lira (TRL), most of the Group entities’ functional currency and reporting currency is EUR. •Each entity is consolidated as follows:

FX Rates

Notes on Financials

•Subsidiaries, TAV Istanbul, TAV Esenboga, Havaş, TAV Macedonia 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%, 100%, 50%, 100% and 85% of floating bank loans for TAV Istanbul, TAV Esenboga, HAVAŞ and TAV Macedonia and TAV Tunisia 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.

Average Rate 31 March 31 Dec 31 Mar

1Q12 1Q11 2012 2011 2011

EUR/USD 1.311 1.367 1.335 1.294 1.4090

EUR/TRL 2.346 2.146 2.366 2.444 2.1816

EUR/GEL 2.177 2.406 2.215 2.161 2.4036

EUR/MKD 61.350 61.350 61.350 61.350 61.5162

EUR/TND 1.978 1.936 2.008 1.938 1.9675

EUR/SEK 8.857 8.873 8.842 8.945 8.9516

Summary Consolidation Table

1Q12 1Q11

Name of Subsidiary Consolidation % Stake Consolidation % Stake

TAV İstanbul Full - No Minority 100 Full - No Minority 100

TAV Esenboğa Full - No Minority 100 Full - No Minority 100

TAV İzmir Full - No Minority 100 Full - No Minority 100

TAV Ege Full - No Minority 100 - -

TAV Gazipaşa Full - No Minority 100 Full - No Minority 100

TAV Tunisia Full - With Minority 67 Full - With Minority 67

TAV Urban Georgia (Tbilisi) Full - With Minority 76 Full - With Minority 66

TAV Batumi Full - With Minority 76 Full - With Minority 60

TAV Macedonia Full - No Minority 100 Full - No Minority 100

TAV Latvia Full - No Minority 100 Full - No Minority 100

HAVAŞ Full - With Minority 65 Full - With Minority 65

BTA Full - With Minority 67 Full - With Minority 67

TAV O&M Full - No Minority 100 Full - No Minority 100

TAV IT Full - With Minority 99 Full - With Minority 99

TAV Security Full - No Minority 100 Full - With Minority 67

Havaş Europe (NHS) Full - With Minority 67 Proportionate 50

ATÜ Proportionate 50 Proportionate 50

TGS Proportionate 50 Proportionate 50

BTA Denizyollari (IDO) Proportionate 50 - -

Hedging

18 18 IFRIC 12- is an accounting application treating BOT assets with special

provisions for guaranteed income. Ankara Esenboga Airport and Izmir

Adnan Menderes Airport International Terminal, with their guaranteed

passenger fee structures, fall under the scope.

The capex we incur on our BOT assets, is routinely booked as “airport

operation right” in the balance sheet. However when there are

guaranteed passenger fees in question, these fees are discounted to their

NPV and subtracted from the “airport operation right” of the BOT in

question. The remaining capex amount gets booked as “airport operation

right” and the NPV of guaranteed passenger fees gets booked as “trade

receivables.”

When the guaranteed passenger fees become earned during the course

of operations, these are credited from the balance sheet and the

difference between discounted (NPV of) guaranteed passenger fees and

the actual fees as they are earned are booked as finance income.

Due to the application of IFRIC 12, guaranteed passenger fees stop being

P&L items and get treated as Balance Sheet/Cash Flow items, while at

the same time, part of these fees gets shown as finance income. This

unduely decreases aviation income and increases finance income and

distorts our P&L. To adjust for the distortion we add back guaranteed

passenger fees while reporting our adjusted revenues.

On the other hand the capex incurred during the construction phase is

immediately transferred to P&L with an offsetting construction income

assigned to it. This income may or may not carry a mark-up on it. Since

this method of booking also distorts both the P&L and the Balance Sheet

we adjust our financials to disregard the effects of both “construction

expense” and “construction income.”

IFRIC 12 & Our Adjusted Financials Policy IFRIC 12 Booking Model

1. During Construction

Debit Credit

BS Debt

BS Cash

BS Construction in progress

PL Construction Expense Construction Income

2. Completion of Construction

BS Construction in progress

BS (NPV of) Passenger Revenue Receivable (Trade Receivables)

BS Airport Operation Right *

3. Operations During Year

PL Aviation Income for the Current Year **

BS Cash **

4. Year Close

PL Aviation Income for the Current Year ***

PL

Finance Income (Difference between discounted receivables and the actual receivables)

BS Passenger Revenue Receivable****

PL Amortisation of Airport Operation Right

BS Accumulated Amortisation of Airport Operation Right

* AOR = Construction in progress- (NPV of ) Passenger Revenue Receivable

** TR-GAAP

***IFRS (IFRIC 12 application)

****Discounted guaranteed passenger revenues for that period

Guaranteed Pax Structure 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

An

kara

International Departing Pax (m) 0.16 0.75 0.79 0.83 0.87 0.91 0.96 1.01 1.06 1.11 1.16 1.22 1.28 1.35 1.41 1.49 1.56 0.64

Guaranteed Pax Income (€m) 2.3 11.3 11.8 12.4 13.0 13.7 14.4 15.1 15.8 16.6 17.5 18.3 19.2 20.2 21.2 22.3 23.4 9.6

Domestic Departing Pax (m) 0.13 0.60 0.63 0.66 0.70 0.73 0.77 0.80 0.84 0.89 0.93 0.98 1.03 1.08 1.13 1.19 1.25 0.51

Guaranteed Pax Income (€m) 0.4 1.8 1.9 2.0 2.1 2.2 2.3 2.4 2.5 2.7 2.8 2.9 3.1 3.2 3.4 3.6 3.7 1.5

İzm

ir

International Departing Pax (m) 0.25 1.03 1.06 1.09 1.13 1.16 1.19 1.23 1.27 0.03

Guaranteed Pax Income (€m) 3.7 15.5 15.9 16.4 16.9 17.4 17.9 18.4 19.0 0.5

19 Summary Financials and P&L

TAV Airports Holding Selected Financials

(Amounts expressed in mn Euro) 1Q 2012 1Q2011

Other Financial Data:

Adjusted EBITDA * 46.8 35.1

Adjusted EBITDAR * 79.4 66.9

Summary Cash Flow Data:

Net cash provided by (used in):

Operating activities (55.8) (45.8)

Investing activities (0.0) (18.6)

Financing activities 68.9 84.5

Summary Balance Sheet Data:

Cash and cash equivalents 89 53

Restricted bank balances 213 255

Total assets 2,065 1,999

Bank loans 1,209 1,227

Total liabilities 1,502 1,467

Total equity 562 531

Net debt 907 919

* Ignoring net effect of construction revenue and construction expenditure and including guaranteed passenger revenues from airports in Ankara and Izmir

TAV Airports Holding Selected Financials (Amounts expressed in mn Euro) 1Q 2012 1Q2011 Construction revenue 0.1 17.4 Total operating income 194.3 163.1 Sales of duty free goods 39.9 34.5 Aviation income 44.9 36.0 Ground handling income 49.2 40.3 Commission from sales of duty free goods 20.7 17.5 Catering services income 15.8 11.0 Other operating income 10.3 7.7 Construction expenditure (0.1) (17.4) Operating expenses (182.0) (157.5) Cost of catering inventory sold (5.6) (3.8) Cost of duty free inventory sold (19.6) (15.6) Cost of services rendered (15.1) (10.7) Personnel expenses (66.5) (59.0) Concession rent expenses (32.6) (31.8) Depreciation and amortization expense (17.6) (15.4) Other operating expenses (25.1) (21.1) Operating profit 22.6 13.3 Finance income 8.9 5.3 Finance expenses (23.5) (30.6) Profit before income tax 8.0 (12.1) Income tax expense 0.9 (4.8) Profit for the period from continuing operations Attributable to: Owners of the Company 12.0 (14.5)

Non-controlling interest (3.1) (2.3)

Profit for the year 8.8 (16.8)

20 Balance Sheet

€ million 1Q 2012 1Q2011

ASSETS

Property and equipment 177 166

Intangible assets 35 37

Airport operation rights 755 741

Other investments 0 0

Goodwill 152 154

Prepaid concession expenses 172 160

Trade receivables 90 109

Other non-current assets 2 2

Deferred tax assets 90 72

Total non-current assets 1,472 1,441

Inventories 19 15

Prepaid concession expenses 95 121

Trade receivables 77 74

Due from related parties 29 5

Derivative financial instruments 0 1

Other receivables and current assets 71 34

Cash and cash equivalents 89 53

Restricted bank balances 213 255

Total current assets 592 557

TOTAL ASSETS 2,065 1,999

€ million 1Q 2012 1Q2011

EQUITY

Share capital 162 162 Share premium 220 220 Legal reserves 38 22 Other reserves 8 15 Revaluation surplus 2 2 Purchase of shares of entities under common control 40 40 Cash flow hedge reserve -76 -52 Translation reserves -1 -2 Retained earnings / (Accumulated losses) 86 22

Total equity attributable to equity holders of the Company 479 430

Non-controlling interest 83 101

TOTAL EQUITY 562 531

LIABILITIES

Loans and borrowings 1,009 1,031

Reserve for employee severance indemnity 12 9 Due to related parties 6 13 Deferred income 20 21 Deferred tax liabilities 6 6 Other Payables 15,2 0 Total non-current liabilities 1,068 1,080

Bank overdraft 0 3 Loans and borrowings 199 193 Trade payables 33 32 Due to related parties 9 11 Derivative financial instruments 135 93 Current tax liabilities 4 3 Other payables 38 41 Provisions 6 5 Deferred income 11 7 Total current liabilities 434 387

Total Liabilities 1,502 1,467

TOTAL EQUITY AND LIABILITIES 2,065 1,999

21

19/04/2012, The Agenda of 2011 Ordinary General Shareholders’ Meeting 1. Opening and forming of the Presiding Board

2. Granting authorization to the Presiding Board on signing of the Ordinary General Shareholders’ Meeting Minutes.

3. Review, discussion, and approval of the Annual Report of the Board of Directors and the Auditors’ Report of the fiscal year 2011.

4. Review, discussion, and approval of the Balance Sheet and the Profit and Loss Statements for the fiscal year 2011.

5. Accepting, accepting by amendment or declining the proposition of distribution of the consolidated net profit of 2011 and the date of profit distribution.

6. Releasing the Members of the Board and the Auditors for their activities for the fiscal year 2011.

7. Submitting the election of Board Members, appointment of Independent Board Members for the approval of the General Assembly.

8. Nomination of the Independent Audit Company for the approval of the General Assembly.

9. Amendment of the clauses no. 4., 13.1., 13.2., 13.4., 21.2., 22., 23., 27.2., 28., 29., 30.2., 34A, 34A.1., 34A.2., 34B of the Articles of Association (AoA) as per

Attachment/1 to comply with the Corporate Governance Principles of the Capital Markets Board (CMB) and resolutions of the Capital Market Legislation

regarding guarantees, securities, and pledges and enable the Company buy back its shares as approved by the CMB Presidency and permitted by Ministry of

Customs and Trade.

10. Submitting the Remuneration Policy drafted as per the Capital Markets Board regulations for the information of the General Assembly.

11. Submitting the Disclosure Policy drafted as per the Capital Markets Board regulations for the information of the General Assembly.

12. Submitting the Share Buy Back Program of the Company for the approval of the General Assembly.

13. Giving information to the General Assembly regarding the transactions of the “Related Parties” within the framework of the provision of Article 5 of the

Communique of the Capital Markets Board Series: IV No. 41.

14. Giving information to the shareholders about the donations made by the Company during 2011.

15. Giving information regarding pledges, collaterals, and mortgages to the shareholders as per the decision no. 28/780 of the Capital Markets Board dated

09/09/2009.

16. Granting authorization to the Chairman and the Members of the Board pursuant to Article 334 and 335 of the Turkish Commercial Code.

17. Wishes and requests.

18. Closing.

Material Events in 2012

22

2/24/2012, Dividend Distribution Decision TAV Airports Board of Directors has resolved to submit the following to the approval of the 2012 General Assembly : We have resolved that; • according to the independently audited consolidated financial statements prepared in accordance with “CMB Communique About Financial Reporting in Capital Markets Serial: XI No: 29”, our net profit for 2011 is TRL 122,638,960 while according to the Turkish Commercial Code clauses and Tax Procedure Law, it is TRL 159,568,042, • the profit after tax amount of TRL 122,638,960 be the base amount for dividend distribution in accordance with the CMB Communique Serial IV No: 27, • as the article 466 of the Turkish Commercial Code stipulates that first legal reserves be set aside until the said reserve amount reaches 20% of the paid in capital, we have resolved to set aside TRL 7,561,303 for first legal reserves, • TRL 155,587 of donations made during the year be added to the remainder of net profit after first legal reserves which is TRL 115,077,657 so that the basis for the first dividend distribution become TRL 115,233,244, • 20% of the basis for first dividend(TRL 115,077,657) which is TRL 23.046.649 be distributed as the first dividend in cash, and TRL 67,773,663 as the second dividend in cash, in accordance with “CMB Communique Serial IV No: 27” and that the total cash dividend of TRL 90,820,312 be distributed from 2011 net profit, • for each share with par value of TRL 1, a gross cash dividend of TRL 0.25 (25%) be distributed so that the total gross cash dividend amount distributed be TRL 90,820,312 and that the remaining undistributed net profit of TRL 24,257,345 be retained as extraordinary reserves 1/16/2012, HAVAS - Passenger Transfer Services HAVAŞ, whose 65% shares are owned by TAV Airports Holding, has been successfully providing first class passenger transfer services between city centers and airports in 16 cities of Turkey for 29 years. HAVAŞ had been conducting its operations within Istanbul like other airports throughout Turkey having the right gained by privatization through the routes and rates confirmed by the authorized units as per the Regulations on Airports Ground Handling Services and the related legislation, having gained all approvals, decrees and permissions of the competent authorities besides all the required licenses, warranties and authorization certificates in accordance with the concerned legislation. However HAVAŞ had to suspend transfer services temporarily as of 14.01.2012 due to the decision of Istanbul Metropolitan Municipality. The legal procedures are ongoing regarding the decision of Istanbul Metropolitan Municipality. HAVAŞ shall take all the necessary initiatives within the scope of legal regulations and proceed legally to have its acquired rights protected that it had gained as per clause 20 B of the Privatization Law no. 4046 and Group A Operating Rights given by the Ministry of Transportation.

Material Events in 2012

23

BTA IDO

BTA awarded F&B operations of İstanbul Deniz Otobüsleri AS (IDO, with c50m pax) and formed a 50-50 JV with TASS (operator of IDO)

BTA took over the current F&B sales points since September 2011

BTA will serve at 82 outlets in 21 Terminals, 17 Vehicle Ferries and 8 Fast Ferries, comprising;

50 BTA Owned and operated Sales Points 7 International Fast Food Restaurant (Mc Donald's) 22 International Coffee Shop Chain (Nero) 3 Other Tenants

Operations Right Izmir Airport International Terminal, CIP, Domestic Terminal and the auxiliary structures

Concession Expiry 2032

TAV Stake 100%

New Domestic Terminal

Total Planned Invesment : €250mn

Start: 2012

Total Area Increase: 28.500 sqm to 204.500 sqm Pax Fees €15 per international pax and €3 per domestic

Volume Guarantee No volume guarantee, except for existing international terminal guarantee valid until January 2015

Concession Rent

Total concession rent for entire operating period (until 2032) €610mn (excluding VAT)

Concession fee payment schedule :

2% paid at the signature date (€12m)

3% paid 3 months from contract signing date (€18m)

First instalment to be paid on 1 January 2013 (€29m) and afterwards annually on first business day of each year.

Izmir tender

Operations Right Prince Mohammed Bin Abdulaziz Airport structures

Concession Expiry 2037

TAV Stake 33%

New Terminal

Total Planned Invesment : $1-1.5bn

Expected Start: first half of 2012

Total terminal capacity will Increase from 4mn to 8mn

Pax Fees SAR 80 from both departing and arriving international pax. Pax charges will increase as per cumulative CPI in Saudi Arabia every three years

Volume Guarantee No volume guarantee

Concession Rent

Total concession rent for entire operating period (until 2037): 54.5% of total revenues will be paid.

The concession charge will be reduced to 27.3 % for the first two years that follow the completion of the construction.

New Tenders Won

Medinah tender

24

Airport Type/Expire TAV Stake Scope 2011

Pax(mppa) fee/pax Int'l fee/pax dom.

Volume Guarantee

Concession Fee Net Debt

Istanbul Ataturk Lease

100% Int'l+Dom. 37.5 US$15 ,

€3 No $140m/yr +

VAT €186m

(Jan. 2021) € 2.5 (Transfer)

Ankara Esenboga BOT

100% Int'l+Dom. 8.5 €15 €3 0.6m Dom. , 0.75 Int'l for 2007+%5 p.a

- €102m (May 2023)

Izmir A.Menderes BOT+concession

100% Int'l +Dom 8.5 €15 €3 1.0m Int’l for

2006 + %3 p.a. (until 2015)

€29m starting from 2013

€-2m (Dec.2032)

Gazipasa Concession

100% Int'l+Dom. 0.01 €5 TRL4 No $50.000+VAT €18m (May 2034)

Tbilisi BOT

76% Int'l+Dom. 1.06 US$22 US$6 No - €13m (Feb. 2027)

Batumi BOT

76% Int'l+Dom. 0.13 US$12 US$7 No - - (Aug. 2027)

Monastir&Enfidha BOT+Concession

67% Int'l+Dom. 2.3 €9 €1 No

11-26% of revenues from €362m

(May 2047) 2010 to 2047

Skopje & Ohrid BOT+Concession

100% Int'l+Dom. 0.84 €17.5 in

Skopje, €16.2 in Ohrid

- No 15% of the

gross annual turnover

€59m (March 2030)

Medinah BTO+Concession

33% Int'l+Dom. 3.3 SAR 80 - No 54.5% of revenues

- (2037)

Concessions Table

25

(1)

26.1%

(2) 26.1%

(3) 4.0%

(4) 3.5%

(5) 40.3%

1. Tepe Insaat Sanayi A.Ş. Turkish integrated conglomerate focused on infrastructure and

construction 2. Akfen Holding A.Ş. Holding company operating in the infrastructure, construction, seaport,

REIT and energy sector 3. Sera Yapi Endustrisi A.Ş. Focused on construction in Turkey & MENA region

4. Other Non-floating (KIA) 5. Other Free Float

Airport Companies

Atatürk Airport (100%)

Esenboga Airport (100%)

A Menderes Airport (100%)

Gazipaşa Airport (100%)

Tbilisi & Batumi (76%)

Monastir & Enfidha (67%)

Skopje & Ohrid (100%)

TAV Latvia (100%)

Madinah Airport (33%)

Service Companies

ATÜ (50%)

BTA (67%)

HAVAŞ (65%)

TAV O&M (100%)

TAV IT (99%)

TAV Security

(100%)

HAVAŞ / EUROPE

(67%)

TGS (50%)

TAV Airports Holding Co. Shareholder Structure

Founding Shareholders

TAVHL effective free float is 40% Akfen Holding A.Ş. has 14,466,267 (3.98%) shares in the free float

Sera Yapi Endustrisi ve Tic. Ltd. Sti. has 400,460 shares in the free float

TAV Group Structure and Shareholder Structure

26

Besim MERİÇ Investor Relations Assistant Manager besim.meric@tav.aero Tel :+90 212 463 3000 / 2123 Fax : +90 212 465 3100

Contact

Nursel İLGEN, CFA Head of Investor Relations nursel.ilgen@tav.aero Tel :+90 212 463 3000 / 2122 Fax : +90 212 465 3100

Ali Özgü CANERİ Investor Relations Assistant Manager ali.caneri@tav.aero Tel :+90 212 463 3000 / 2124 Fax : +90 212 465 3100

IR Team

Pelin AKIN Investor Relations Associate pelin.akin@tav.aero Tel :+90 212 463 3000 / 2288 Fax : +90 212 465 3100

As the leading airport operator in Turkey, TAV Airports operates 12 airports: Istanbul Atatürk, Ankara Esenboga, Izmir Adnan Menderes and Antalya Gazipasa Airports in Turkey, Tbilisi and Batumi Airports in Georgia, Monastir and Enfidha-Hammamet Airports in Tunisia, Skopje and Ohrid Airports in Macedonia. TAV Airports also operates the duty free and commercial areas at Riga International Airport in Latvia and will be taking over the operations of Medinah Airport, the first privatization project of Saudi Arabia in the first half of 2012. TAV Airports also operates in other areas of airport operations such as duty-free, food and beverage services, ground handling services, IT, security and operational services. The company, together with its subsidiaries, provided service to approximately 451 thousand flights and 53 million passengers in 2011. The Company’s shares are listed at the Istanbul Stock Exchange since February 23, 2007 under the ticker code “TAVHL”.

About TAV Airports

IR Website http://ir.tav.aero

e-mail ir@tav.aero

Phone +90-212-463 3000 (x2122 – 2123 – 2124 )

Twitter twitter.com/irTAV

Facebook facebook.com/irTAV

Address TAV Airports Holding Co.

Istanbul Ataturk Airport International Terminal (Besides Gate A and VIP)

34149 Yesilkoy, Istanbul