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TAV Ai t H ldiTAV Airports HoldingManagement Presentation

Enfidha Zine El Abidine Ben Ali International Airport

0

October 2009

Page

TAV Airports – Overview 1

TAV Airports – Financial Overview 13

TAV Airports – Operations 26TAV Airports Operations 26

Conclusion 37

11

TAV Airports Structure

Project Companies

TAV Istanbul

Service Companies

ATÜ (50%)34% of total revenue in 200865% of total EBITDAR in 2008

20% of total revenue in 20085% of total EBITDAR in 2008Istanbul

(100%)

TAV Esenboga

(100%)

ATÜ (50%)

BTA (67%)

65% of total EBITDAR in 200836% of total EBITDA in 2008

4% of total revenue in 20084% of total EBITDAR in 20089% of total EBITDA in 2008

5% of total EBITDAR in 200810% of total EBITDA in 2008


TAV Izmir (100%)

HAVAS (100%)


5% of total revenue in 2008


TAV Tunisie (85%)

TAV Georgia (60%)

TAV O&M (100%)

TAV IT (97%)


1% of total revenue in 20081% of total EBITDAR in 20082% f t t l EBITDA i 2008


1% of total revenue in 2008(60%)

TAV Gazipasa (100%)

(97%)

TAV Security (67%)

2% of total EBITDA in 2008

Opened to receive flights as of July 13, 2009


2

TAV Macedonia

(100%)Effective date of concession contract is March 01, 2010.

Note: Figures before eliminations

TAV Airports Overview

Airports Duty Free Food and Beverage

Ground Handling Other

O&M, IT and SecurityTAV O&M (100%):

TurkeyIstanbul Ataturk Airport

ATÜ (50%)Largest duty free

BTA (67%)Total seating

Havaş (100%)Traffic ramp and TAV O&M (100%):

Commercial area allocationsCIP / VIP

TAV IT (97%): Airport IT services

Istanbul Ataturk Airport (100%),

Ankara Esenboğa Airport (100%),

Izmir Adnan Menderes Airport (Intl. Terminal) (100%),

Largest duty free operator in Turkey

Partner with Unifree – owned by Heinemann, leading German t l t il

Total seating capacity of 10,500 in Turkey and GeorgiaOperates Istanbul Airport Hotel (85 rooms)

Traffic, ramp and cargo handling

Major groundhandler in Turkey with a c.52%(4) share

Operates in 21airports in Turkey services

TAV Security(67%):

Security service provider in Istanbul, Ankara and Izmir

Gazipasa Airport (1)

(100%)

GeorgiaTbilisi International Airport(66%) and Batumi Airport

Tunisia

travel retailer (Travel Value)

rooms)

Bakery & pastry factory serving in Turkey

airports in Turkey including Istanbul, Ankara, Izmir and AntalyaSelected as a partner for TGS by THY

and IzmirMonastir and Enfidha Airports (2) (85%)

MacedoniaSkopje, Ohrid and Shtip Airports (3) (100%)

nues

9(5

)

€

3

€148m

Rev

en1H

09 €66m €19m€24mNotes: (1) We had signed Gazipasa Airport concession agreement on January 7, 2008 and we have not started operations yet.

(2) We started operations in Monastir Airport on January 1, 2008. Enfidha Airport is under construction (greenfield investment)(3) We are awarded the tender on September 2, 2008 and we have not started operations yet.(4) Based on number of flights for 2008(5) Revenues represent the proportional interest of these companies in TAV Airports (e.g. 50% of ATÜ revenues, 60% of TAV Georgia for whole period) (before eliminations)

€52m

Ownership Structure (As of September 30, 2009)

Founding shareholders

1. Tepe – Turkish integrated conglomerate focused on infrastructure and construction

2 Akfen holding company operating in the

Shareholder Structure

2. Akfen – holding company operating in the construction, tourism, aviation, insurance and energy sector

3. Sera Yapi Endustrisi – family of Dr. Sani Sener, CEO of TAV Airports

(1) 26,06%(6)

42,82%

4. Goldman Sachs International *5. Other Non-floated

F Fl (42 82%)

Other shareholders

(2)18,06%

6. Free Float (42.82%)Global Investment House (2.18%)IDB Infrastructure Fund (3.56%)Other Free Float (37.08%)

* 14,821,875 of the shares owned by Goldman Sachs that correspond to 4.08% of our issued

(4) 4,08%(3) 3,91%(5) 5,07%

and outstanding share capital have been provided by Akfen Holding A.Ş. to Goldman Sachs as collateral and the title of those shares have been transferred to Goldman Sachs for this purpose. A pledge granted by Goldman Sachs in favour of Akfen Holding A.Ş. exists on those shares. As a result, the voting rights, right of receiving dividends, pre-emption rights for participating in cash share capital increase in connection with those (except for acquiring gratis shares under any share capital increase) belong to Akfen Holding A.Ş. as if such shares had not been owned by Goldman Sachs.

4

Traffic Performance

In 9M 2009 (January-Sept. period)

Passenger:

TAV Passenger Figures (million pax)Airports 2006 2007 2008* 9M08* 9M09* %Istanbul Ataturk 21.3 23.2 28.6 21,7 22.2 2%

Int’l 12.2 13.6 17.1 12.8 13.5 6%Passenger:31. 8 million total passenger (1% growth)

13.5 million int’l passenger in

Dom. 9.1 9.6 11.5 8.8 8.6 -2%Ankara Esenboga 4.5 5.0 5.7 4.1 4.4 7%

Int’l 1.2 1.3 1.2 0.96 0.82 -14%Dom. 3.3 3.6 4.4 3.2 3.6 13%

Izmir A.Mend. (int’l) 1.5 1.6 1.7 1.4 1.3 -4%Monastir Airport 4.2 4.2 4.2 3.5 3.1 -10%

Istanbul Ataturk Airport (6% growth)

TAV Air Traffic Movements (‘000)

pGeorgia (inc. Batumi) 0.6 0.7 0.8 0.6 0.56 -7%TAV Total 32.0 34.6 40.9 31.4 31.8 1%

Int’l 19.6 21.4 25.0 19.3 19.4 1%Dom. 12.4 13.2 15.9 12.1 12.3 2%

Air Traffic Movement:281.5 thousand ATM

Note: Since 2008 and 2009 DHMI passenger figures

Airports 2006 2007 2008 9M08 9M09 %Istanbul Ataturk 225.5 243.4 254.5 191.4 197 3%

Int’l 130.5 142.5 155.4 115.3 125.3 9%Dom. 95.0 100.9 99.1 76.1 71.7 -6%

Ankara Esenboga 47.4 50.1 51.1 38.2 37.4 -2%I t’l 12 5 13 7 12 2 9 5 7 4 22%

p g gare including transfer passengers, 2008 and 2009 passenger figures are not comparable with previous years’ passenger figures.

Int’l 12.5 13.7 12.2 9.5 7.4 -22%Dom. 34.9 36.4 38.9 28.7 30 4%

Izmir A.Mend. (int’l) 11.5 13.1 13.2 10.7 10.2 -5%Monastir Airport 35.2 34.6 33.6 27.8 25.2 -9%Georgia (inc. Batumi) 10.8 13.9 16.4 12.7 11.5 -9.2%TAV Total 330.4 355.0 368.8 281.0 281.5 0%

5

Int’l 199.3 216.0 229.2 174.9 178.2 2%Dom. 131.1 139.0 139.6 106 103.2 -3%

Source: Turkish State Airports Authority (DHMI), Georgian Civil Aviation Authority, TAV Tunisie(*) Since 2008 DHMI passenger figures are including transfer passengers, 2008 and 2009 passenger figures are

not comparable with 2007 passenger figures.

Istanbul Airport Traffic Performance

According to Turkish State AirportsAuthority (DHMI) figures (including transferpassengers), the number of passengers in 6M 2009 Pax growthinternational terminal of Istanbul AtaturkAirport increased by 6% to 13.5 million inthe 9M of 2009 (1Q: -1%, 2Q: 7%, 3Q09: 10%growth).

6M 2009 Pax growth

+1%

-5% Worldwide

-6%

-7%

8%5% 6%9%

8%

1,7

1,9

2,1mn

Atatürk Airport Int'l Pax

%13-8%

-11%

-11%-2% -2%

0%

10%5%

1,1

1,3

1,5

,

0,9Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2008 2009

6

Tourist Arrivals

According to Turkish Statistical Institute(TurkStat) figures, the number of visitors toTurkey from abroad increased by 0.3% in

Tourist arrivals by Country (Jan-July)

the first half of 2009 (2Q09: 2% growth).

72% of tourist arrivals via air in 2008.

16%18%

17%18%

Germany

England

Others

5,0

6,0mn Number of visitors (Turkey)

9%

5%21%

8%

5%22%

England

Netherlands

1,0

2,0

3,0

4,0

-2% -1%-4%

9% -4%

3%

31%

30%2008

2009

Other EU

CIS

0,0Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2008 2009

% %

7

Duty Free Performance

4841

58 56

TAV Airports duty free revenue

-3%

-15% 5%

10%

Duty free revenue growth in Istanbul (2009)

5%

41

€m

1Q 2Q 1Q 2Q -10%

-5%

0%Jan Feb Mar Apr May Jun Jul

-10%

14%

-10%

-2%

-6%

-1%

2008 2009 -15%

-14%

8

Aviation Industry

≈19.000 commercial aircraft

4.8 billion passengers expected to double in the next 20 years (*)

TODAY≈ 4.8 billion passengers

≈ 2000 commercial airports

93 Airports represent % 64 of the

BY

passengers in the world

35.000 commercial aircraft

9 6 billiBY YEAR 2027

9.6 billion passengers

~$300 billion investment is needed for Airport construction & Expansion

Problem Inadequate Airport Infrastructure

Solution Airport Privatisation

9

(*) Source: Airports Council International (ACI) Airport Economics Survey 2008

Total Passenger Growth by Region

Airports 2008 2009 2010 2011 2012 2017 2027 2007-2012 2007-2027

Africa 5.8% 6.7% 6.8% 6.4% 6.1% 5.5% 5.0% 6.3% 5.5%

Asia/Pasifics 4.3% 6.9% 8.2% 7.7% 7.2% 8.5% 6.0% 6.9% 6.3%

Europe 3.0% 4.5% 4.9% 4.5% 4.2% 3.4% 3.0% 4.2% 3.4%

Lat America/Caribbean 3.3% 5.3% 6.0% 5.7% 5.5% 5.1% 4.9% 5.1% 5.0%

Middle East 5.5% 7.0% 6.5% 5.9% 5.4% 4.5% 3.8% 6.0% 4.6%

North America -0,8% -0,8% 3,3% 3,1% 3,1% 2,9% 2,7% 1,5% 2,5%

Source: ACI (Airports Council International)

2009 Monthly Passenger Trends

WORLD 2.3% 3.6% 5.4% 5.1% 4.9% 4.4% 4.1% 4.3% 4.2%

h 0%

3%

6%

9%

g r o

w t

-9%

-6%

-3%

%JAN FEB MAR APR MAY JUN

10Source: ACI, TAV Airports

-12%

World TAV total Istanbul Int'l

Potential Projects

Airports need development!!!

Potential projects in the region

p pSignificant traffic growth expected in the region

Thus, significant number of airport developments continuing and upcoming in the Middle East, Africa, Europe the CIS countries including Russia and IndiaEurope, the CIS countries including Russia and India

Thus, experienced international airport operators will be needed as the infrastructure developments reach completion

1111

Page



TAV Airports Operations 26TAV Airports – Operations 26

Conclusion 37

1212

Operational Performance(in million €)* 2006 2007** 2008** ∆ y-o-y 1H09 ** 1H08 ** ∆ ∆ y-o-yRevenues 401.8 507.5 627.3 24% 280.0 285.8 (2%)EBITDA 28.9 77.0 140.8 83% 56.3 53.6 5%EBITDA margin 7.2% 15.2% 22.4% - 20.1% 18.8% -EBITDAR 169 5 217 8 296 8 36% 126 4 129 0 (2%)EBITDAR 169.5 217.8 296.8 36% 126.4 129.0 (2%)EBITDAR margin 42.2% 42.9% 47.3% - 45.1% 45.2% -Net Income (Loss) (70.3) (43.8) 4.7 n.m. (2.5) (16.9) n.m.Cash flow from operations 134.3 13.4 226.3 n.m. 6.5 47.7 n.m.Capex 344.7 120.3 214.6 78% 200.1 101.0 n.m.Free Cash Flow (210.3) (106.9) 11.7 n.m. (193.6) (53.3) n.m.Shareholders’ Equity 327.4 322.5 294.0 (9%) 324.6 318.5 2%Net Debt 540.7 678.4 785.0 16% 971.7 742.2 31%Average number of employees 8,146 9,473 11,223 19% 11,775 11,004 7%(*) Construction revenue and construction expenditure are excluded while computing the operational performance in the table.(**) Fi dj t d b i l di t d f f i t i A k d I i (2008 €29 6 2007 €28 5 1H09(**) Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir (2008: €29.6mn, 2007: €28.5mn, 1H09: €10.3mn, 1H08: €10.7mn)

Consolidated Revenue (€m)

280

y-o-y -2%286

EBITDA (€m)

5456y-o-y

5%

Net Loss (€m)

280 54

-2.5

1H08 1H09

13

1H08 * 1H09 *

* Adjusted by including guaranteed pax fee revenues

1H08 * 1H09 *

* Adjusted by including guaranteed pax fee revenues

-16,9

Revenue & EBITDAR

125 118

160 162

150

200Total Revenues

-6%

+1%79 83

80

100EBITDAR

13%

+5%

125 118

50

100€m

1Q 2Q 1Q 2Q

5043

20

40

60

€m

-13%

1Q 2Q 1Q 2Q

Revenue breakdown (1H09) EBITDAR breakdown (1H09)

02008 2009

Q Q Q Q0

2008 2009

( ) ( )

Aviation22%

Other19% Havas

8%

ATU4%

BTA2%

Other services

1%

Ground Handling

17%

F&B6%

TAV

Other Airports

13%

14

Duty Free 36%

Istanbul72%

OPEX

120

128126

Opex

-3%

-2%

75 7581 79

Opex *

-1%-3%

120116

€m

1Q 2Q 1Q 2Q

€m

1Q 2Q 1Q 2Q

Opex breakdown (1H09) Opex breakdown (1H09)*

2008 2009 2008 2009

* Excluding concession rent expenses and D&A expense

Catering3% Duty free

11%Services

rendered6%

D&A7%

Other14%

Catering4%

Duty free17%

Other22%

Personnel30%

Concession29%

Services rendered

9%

15

29%Personnel

48%

* Excluding concession rent expenses and D&A expense

Revenue by country

2% of revenue

93% of revenue

5% of revenue

Note; We are awarded the tender in Macedonia on September 2, 2008 and we have not started operations yet.

16

FX Exposure

Revenues FX Breakdown (2008) Expenses FX Breakdown (2008)

€ 22%others

4%

$ 31%

TL 43%

17

1H09 Financial Summary

Note: Figures below are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir

TAV Airports Consolidated– 1H09

(€ million) Revenues EBITDAR(*) EBITDAR(*) MarginAirports 167 107 54%

Istanbul 124 90 73%Ankara 15 6 41%Izmir 9 3 34%Tbilisi (60%) 4 2 38%Batumi 0 (0) -Tunisie 14 6 42%Gazipasa - (0) -Macedonia - (0) -Macedonia (0)

Services 170 19 11%ATU (50%) 67 6 8%BTA 27 3 11%Havas 52 9 18%Others 23 1 3%

(*) EBITDAR figure is used for Istanbul and Tunisie

Others 23 1 3%Total 337 125 37%

Eliminations (57) 1Consolidated 280 126 45%

18

( ) EBITDAR figure is used for Istanbul and Tunisie

2008 Financial Summary


TAV Airports Consolidated– 2008

(€ million) Revenues EBITDAR(*) EBITDAR(*) MarginAirports 377 252 67%

Istanbul 262 192 73%Ankara 34 12 35%Izmir 30 16 54%Tbilisi (60%) 10 3 32%Batumi 0 0 -Tunisie 42 29 69%Gazipasa - 0 -Macedonia - 0 -Macedonia 0

Services 385 44 11%ATU (50%) 151 14 9%BTA 58 4 6%Havas 121 28 23%Others 55 (2)

(*) EBITDAR figure is used for Istanbul and Tunisie

Others 55 (2) -Total 761 295 39%

Eliminations (134) 2Consolidated 627 297 47%

19

( ) EBITDAR figure is used for Istanbul and Tunisie

Cash Flow

(million € )

100

150

0

50

100

100

‐50

0

1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09

‐200

‐150

‐100

(*) Cash flow from operating activities less capex

‐200

Cash flow from operating activities Free Cash Flow (FCF) *

Seasonality

20

( ) Cash flow from operating activities less capex

CAPEX

1H09 Capex composition

(million €)113Enfidha Airport capex

A k

Gazipasa1%

Other2%

6762 68

45

88Ataturk Airport *

5%

1% 2%

18 15 20

3945

T i i

(*) Istanbul Ataturk Airport Development

1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09

property and equipment airport operation right * intangible assets

Tunisia92%

( ) Istanbul Ataturk Airport Development Project (expansion project) and Trigeneration Project

(*) BOT and concession assets

21

Cash & Debt Structure

TAV Airports Consolidated– As of 30 June 2009

(€ million) Cash and cash equivalents Debt Net DebtAirports 226 991 765

Istanbul 154 439 285Ankara 29 146 117Izmir 21 80 59Tbilisi (60%) 1 20 19Batumi 0 0 0Tunisie 22 299 278Gazipasa 0 7 7Macedonia 0 0 0Macedonia 0 0 0

Services 19 225 206ATU (50%) 4 24 20BTA 1 1 0Havas 6 0 -6Others 8 200 192Others 8 200 192

Total 245 1,217 972

22

Debt Repayment

TAV Istanbul

409(€ million, as of June 30, 2009)

TAV Istanbul

TAV Tunisie

TAV Esenboga

TAV Izmir

ATÜ

Debt on Holding Co. (as of June 30, 2009)

TAV Tbilisi

Others

151

88 83 99 105 97

135 (€ million)

1‐year 2‐year 3‐year 4‐year 5‐year 6‐10 year 10+ year 1‐year 2‐year 3‐year 4‐year

22 18 9

23

Debt Structure

NET DEBT (€ million) 30 June 2009 31 March 2009 31 December 2008

Airports 765 720 571

İstanbul 285 306 229

Ankara 117 119 119

Izmir 59 65 65

Tbilisi (60%) 19 22 21

Increase in Istanbul’s debt due to lease payment at the beginning of the year

Tbilisi (60%) 19 22 21

Batumi 0 0 0

Tunisie 278 205 134

Gazipasa 7 3 3

Drawndown of the project finance facility for the construction of Enfidha Airport in Tunisia

Macedonia - - -

Services 206 213 214

ATU (50%) 20 22 20

BTA 0 1 1BTA 0 1 1

HAVAŞ (6) (1) (4)

Others 192 191 197

Total 972 933 785

Holding Co. debt level mainly stemmed from acquisition of 40% of Havaş shares and equity contribution of TAV Tunisie

24

Page



TAV Airports – Operations 26TAV Airports – Operations 26

Conclusion 37

25

Istanbul Atatürk Airport (100% owned)

Largest in the region

Main hub and home base for Turkish Airlines 28.623.2

21.319 3

Passenger traffic 2003-2008 (m)

Fastest growing airport in Europe

Revenue of €262 million in 2008, up 7%

€192 million EBITDAR in 2008, implies 7% growth and 73% margin

19.315.612.1

2003 2004 2005 2006 2007 2008and 73% margin

(€ )( )

Source: DHMI, Terminal passenger figures exclude transit passengersNote: Since 2008 DHMI passenger figures are including transfer passengers, 2008

passenger figures are not comparable with 2007 passenger figures.

2003 2004 2005 2006 2007 2008

International Domestic

Revenue (€m)

Domestic International

Passengers per airline (2008)

200

250

300 y-o-y +7%THY

71%

Atl J t

0

50

100

150

200

Onur Air16%

Atlas Jet12%

other1%

26Source: DHMİ

02003 2004 2005 2006 2007 2008

1%

THY(55%)

Lufthansa(3%)

MNG Air(2%)

Atlas Jet(2%)

other(38%)

Ankara Esenboga Airport (100% owned)

Newest in the region


+15% 5.75 0

y-o-y 15%

Secondary hub of Turkish Airlines (THY)

THY’s Ankara based brand Anadolu Jet began to fly in May 2008.

Operations commenced in October 16, 2006.

CAGR 5.04.5

3.83.32.8

p ,

(€ )( )

2003

2004

2005

2006

2007

2008

International DomesticSource: DHMI

Revenue (€m)Passengers per airline (2008)

THY(29%)Lufthansa

(11%)

bmi(7%)

Blue wings(8%)

27Source: DHMI

THY(79%)

Pegasus(18%)

Atlas Jet(3%)

other(0%)

other(45%)

Izmir Adnan Menderes Airport (100% owned)

Third largest city with the second biggest port in

Passenger traffic 2003-2008 (m) (*)

1.71.61 51.7

1 51 4

y-o-y +6%

Turkey

Major tourist destination

Operations commenced in September 13, 2006.

Diversified customer base

1.51.51.4

(€ )( )

2003

2004

2005

2006

2007

2008

Source: DHMI(*) International passengers only


Sun express(52%)

THY

KTHY(18%)

Atlas(6%)

(5%)

28

Source: DHMI

Pegasus(19%)

Tbilisi International Airport (66% owned)

Operations in new terminal commenced in February 7, 2007.

Passenger traffic 2003-2008 (‘000)

547 567 616y-o-y +16%+18%

CAGR715

Capturing 91% of all air traffic in Georgia

Capital city of Georgia with promising business opportunities

Capacity: 2.8 million passengers per year

318402

CAGR

p y p g p y

(€ )( )

2003

2004

2005

2006

2007

2008

International DomesticSource: Georgian Civil Aviation Authority

Revenue (€m)Passengers per airline (1H08)

Georgian Airw ays (31%)

THY (17%)

Lufthansa (9%)

Azal (7%)

Austrian Airlines (5%)

Air Baltic (4%)

Others (27%)

29

Others (27%)Source: Georgian Civil Aviation Authority

Batumi International Airport (60% owned)

Operations in the terminal commenced in May 26,

Passenger traffic 2007-2008 (‘000)

81

2007.

Second biggest city of Georgia with strategic importance

40

07 08

(€ )( Q )

200

200

International Domestic

Source: Georgian Civil Aviation Authority

Revenue (€m)Passengers per airline (1Q08)

Georgian Airw ays (14%)

THY (69%)THY (69%)

JSC TAM AIR (16%)

South Airlines (1%)

30

Source: Georgian Civil Aviation Authority

Monastir International Airport (85% owned)(*)

4.24.24.24 1

TAV started to operate in January 1, 2008

Tunisia have potential to be the hub of Africa in near future


y-o-y -1%+8%

CAGR 4.13.72.8

3 4 5 6 7 8

near future

Capturing 39% of all air traffic in Tunisia, mainly tourists using charters

90% of travelers (6 million in 2007) visiting Tunisia prefered air transportation

2003

2004

2005

2006

2007

2008

International + Domestic

p p

New terminal building construction in Enfidha will be completed by October 2009

(€ )( )

Source: TAV Tunisie* TAV sold 15% of shares of TAV Tunisie SA to IFC in June 2009.


Tunis Air (31%)

Nouvelair Tunusia (24%)Nouvelair Tunusia (24%)

Karthago Airlines (9%)

Air Berlin (4%)

Others (32%)

31

Source: TAV Tunisie

ATU Duty Free (50% owned)

ATU is the sole duty free operator at Istanbul Ataturk, Ankara, Izmir, Tbilisi and BatumiCompetitive concession fee paid to TAV for ATÜ-operated shops in Ataturk Airport

Financial Data

(€ m) 2006 2007* 2008* Changeoperated shops in Ataturk AirportSpending per pax increased from €14.8 in 2007 to €15.4 in 2008, mainly because of new layout of duty free area at Istanbul Ataturk Airport. Spending per pax increased to €13.4 (2007: €11.6) Note: Figures imply 100% of ATU

gTotal Revenues 217.2 277.0 302.8 9%EBITDA 7.6 17.6 27.6 57%EBITDA Margin 3.5% 6.4% 9.1% -Spend per pax (€) 16.0 14.8 15.4 4%

* 2007 d 2008 d t f d i l d I t b l A k & I i hilin Ankara EsenbogaATÜ also pursues tenders outside TAV operations

* 2007 and 2008 duty-free spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

Spend per pax (€)*Revenue (€m)

14.814.814.816.0 15.4

14.3

217277

y-o-y +9%

303

188217

166142

32

2003 2004 2005 2006 2007 20082003 2004 2005 2006 2007 2008

* 2007 and 2008 duty-free spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

BTA Catering Services (67% owned)

BTA is the food and beverage operator at Istanbul Ataturk (Int’l), Ankara, Izmir, Tbilisi and BatumiTotal revenue increased by 15% in 2008, reflecting the increase in per pax spend and improvement of (€ m) 2006 2007* 2008* Change

Financial Data

the increase in per pax spend and improvement of Cakes&Bakes operations.Concession fees: BTA pays c40% of its revenues to TAVSpend per pax increased from €1.8 in 2007 to €2.0

( ) gTotal Revenues 35.0 50.3 58.1 15%EBITDA 3.0 -0.2 3.5 n.m.EBITDA Margin 8.6% n.m. 6.0% -

Spend per pax (€) 2.4 1.8 2.0 14%

Note: Figures imply 100% of BTAin 2008.

g p y

* 2007 and 2008 food & beverage spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

Spend per pax (€)*

50.3

y-o-y +15%

1.82.4

1.91 6

Revenue (€m)

58.12.0

2003 2004 2005 2006 2007 2008

29.435.0

21.114.9

1.31.6

33

2003 2004 2005 2006 2007 2008

2003 2004 2005 2006 2007 2008 * 2007 and 2008 food & beverage spend per pax includes Istanbul, Ankara & Izmir; while previous periods indicate Istanbul only

Havaş Ground Handling (100% owned)(*)

Total revenue of Havas increased by 12% in 2008, with 15% YoY growth in ground handling revenues.

Currently operating at 18 airports in Turkey

Financial Data

(€ m) 2006 2007 2008 ChangeFormed strategic partnership with Cyprus Turkish Airlines (KTHY) to undertake ground handling operations in Nothern Cyprus (Ercan Airport)

Havaş has been elected by THY as a 50% partner for the TGS Ground Handling Services Inc.

( ) gTotal Revenues 99.5 108.1 120.6 12%EBITDA 11.1 20.3 28.1 39%EBITDA Margin 11.2% 18.7% 23.3% -

# Aircrafts handled (‘000) 122.7 139.3 158.6 14%

for the TGS Ground Handling Services Inc.Note: Figures imply 100% of HAVAS

* TAV increased its stake in Havaş to 100% in Nov 2007.

122.7 139.3

Revenue (€m) # Aircrafts handled (‘000)

84.199.5

y-o-y +12%

108.1

y-o-y +14%

158.6120.6

58.5

34

2005 2006 2007 20082005 2006 2007 2008

Other Services

Other services income mainly contains incomes from maintenance, CIP lounge services, security services and software sales.

TAV O&M (100%), incorporated in 2004 (€ m) 2006 2007 2008 Change

Financial Data

Commercial area allocations and maintenance

CIP / VIP

TAV IT (97%), become a separate entity in 2005

Airport IT services software and hardware sales

Note: All periods include TAV Holding, TAV O&M, TAV IT and TAV Security

( ) ChangeTotal Revenues 38.8 50.3 54.5 8%EBITDA 6.7 -6.6 -1.7 n.m.EBITDA Margin 17.3% n.m. n.m. -

Airport IT services, software and hardware sales

TAV Security (67%), became a separate entity in 2006

Security service provider in Istanbul, Ankara and Izmir

Revenue Breakdown (2008)y-o-y +8%

50.3

Revenue (€m)

54.5

TAV Holding

30%

TAV IT14%

38.8

TAV O&M44%

TAV Security

35

2006 2007 2008

y12%

Page



TAV Airports Operations 26TAV Airports – Operations 26

Conclusion 37

3636

Outlook

Traffic &passenger growth

THY joined Star Alliance in April 2008passenger growth

ATÜ and BTA expected to increase revenues at new airportsCommercial Commercial

revenuesrevenues

ATÜ and BTA expected to increase revenues at new airports

All international passengers eligible for duty free (departing and arriving)

New projectsNew projects

Started operations in Monastir Airport in Tunisia in 2008

Macedonia concession contract efective date; March 1, 2010

TGS Yer Hizmetleri A.Ş.; 50%-50% partnership between Havaş and T rkish AirlinesTurkish Airlines

CapexCapex Minimal maintenance capex on existing concessions as all terminals are brand new

37

brand new

AppendixShare Performance

Revenue Sources

Concession Overview

Historic Overview

Developements in 2007, 2008, 2009Developements in 2007, 2008, 2009

IFRIC 12 & Cash Flow Hedge Accounting

Revenue and EBITDAR ProfileRevenue and EBITDAR Profile

Consolidated Financial Statements

Corporate Governance Rating

38


Share Performance (as of September 30, 2009)

Closing Price TL 4.08 (US$ 2.75) per share

Market Cap US$ 999 mn

Share Price Performance

TL USD Relative to ISE-100

Weekly -2% -2% -7%Avg. Daily Volume US$ 9.2 mn (last 3 months)

Free Float 42.82%

Foreign ownership 73 1% of free float

Weekly -2% -2% -7%

1M -2% -1% -18%

3M 0% 3% -32%

YTD 61% 67% -21%

Since IPO 46% 50% 58%Foreign ownership 73.1% of free float

Max Mcap US$ 2,626 mn(23.07.2007)

Min Mcap US$ 402 mn 1 31,4

78Price ($)Relative

8 35Price ($) Volume ($m)

Since IPO -46% -50% -58%

Market Performance

Min Mcap US$ 402 mn(16.10.2008)

0,60,70,80,91,01,11,21,3

2345

67

2

3

4

5

6

7

15

20

25

30

0,30,40,50,6

012

30-0

9-09

06-0

7-09

08-0

4-09

14-0

1-09

14-1

0-08

17-0

7-08

22-0

4-08

29-0

1-08

01-1

1-07

06-0

8-07

14-0

5-07

0

1

2

5

1030

.09.

09

06.0

7.09

08.0

4.09

14.0

1.09

14.1

0.08

17.0

7.08

22.0

4.08

29.0

1.08

01.1

1.07

06.0

8.07

14.0

5.07

39

Notes: Share figures in this page was prepared as of September 16, 2009.

TAVHL ($) Relative to ISE

Revenue sources

Aeronautical Charges Non-aeronautical Charges

Passenger Fee Ground Handling Landing Parking Fuel Duty Free F&B Car Park

Turkey

Istanbul

Esenboga

Izmir

Gazipasap

TunisiaEnfidha

Monastir

GeorgiaTbilisi

Batumi

MacedoniaSkopje

MacedoniaOhrid

BTA will start operations in Istanbul Ataturk Airport Domestic Terminal starting from July 2010

40

BTA will start operations in Istanbul Ataturk Airport Domestic Terminal starting from July 2010ATU will start operations in Monastir starting from 2015BTA will start operations in Monastir starting from 2018

Concession Overview

Type / expire Scope Concession fee Net Debt (*)2008

Pax (mppa)Fee/pax Intern’l

Fee/pax domesticAirport Volume

guaranteeTAV stake

Concession(2021) Intl + dom $140m/yr +

VAT €285m28.6 US$15 €3Istanbul Ataturk

BOT(2023) Intl + dom - €117m5.7 €15 €3Ankara

E b

No

0.6m Dom.0.75 Int’l for 2007 5%

100%

100%(2023) Intl dom €117m5.7 €15 €3Esenboga

BOT(2015) Intl - €59m1.7 €15 -Izmir A

Menderes

2007 + 5% p.a.

1.0m Int’l for 2006 + 3%

p.a.

100%

100%

BOT(2027) Intl + dom - €19m0.71 US$22 US$6Tbilisi No66%

BOT + concession Intl + dom

11-26% of revenues €278m4 2 €9 in 2009 €9 in 2009

Monastir& No85%

BOT(2027) Intl + dom - -0.08 US$12 US$7Batumi No60%

41(*) As of 30 June 2009

concession(2047)

Intl + dom from 2010 to 2047

€278m4.2 €9 in 2009 €9 in 2009&Enfidha

No85%

Historic Overview

Established under the name of Tepe Akfen Vie Yatirim Yapim ve Isletme A.S.TAV successfully

May 2004BTA started operating the Istanbul International Airport Hotel

August 2004

March 2006TAV Security became a separate entity

August 2006Name changed to TAV Havalimanlari Holding A S

January 2008TAV started operating Monastir Airport

March 2008TAV Istanbul refinancingTAV successfully

tendered for BOT project for Istanbul Atatürk Airport(Concession deadline May 7, 2004)

August 2004Executed the BOT agreement for Ankara Esenboğa International Airport (right to operate through mid-2023)

September 2004

Holding A.S.September 2006

Completed the construction of Izmir Adnan Menderes Airport’s international terminal

October 2006Ankara Esenboğa’s new domestic and

TAV Istanbul refinancingApril 2008

TAV Tunisie signed project financing agreement

September 2008TAV is awarded the tender for Macedonian Airport

1997 1998 2000 2003 2006200220011999 20052004

TAV O&M incorporated international terminals completedBTA was founded

2007 2008

pInfrastructure Development

January 2000ATÜ began operationsInternational terminal building completed c 8

June 2005TAV won the tender for Ataturk Airport to operate for 15.5 years (through 2nd Jan 2021)

July 2005TAV acquired 60% of Havaş sharesTAV obtained control of the BOT for Izmir Adnan

February 2007IPO: TAV Havalimanlari Holding offered 44.56 million of its shares to public

March 2007TAV won the tender to operate Monastir and Enfidha Airports in Tunisia for 40 yearscompleted c.8

months ahead of schedule

June 2000Concession agreement extended through to

TAV obtained control of the BOT for Izmir Adnan Menderes Airport (right to operate through Jan 2015) through the acquisition of Havaş

August 2005TAV IT became a separate entity

September 2005TAV Urban Georgia LLC won the BOT tender for

Airports in Tunisia for 40 yearsMay 2007

TAV started to operate Batumi AirportJuly 2007

TAV acquired remaining 25% of TAV Esenboga and 5% of TAV Izmir

August 2007TAV i d d h d f A l G i

42

g2nd July 2005 in return for a 30% enlargement of the int’l terminal

the Tbilisi Airport (10.5 years operating contract) with a 9.5-year extension granted in return for the re-development of the Batumi Airport

TAV is awarded the tender of Antalya-Gazipasa Airport

November 2007TAV increased its stake in Havaş to 100% from 60%

Developments in 2007

January

February

March

April

May

June

July

August

September November

October December2007

18 May 2007 - Tunisia Enfidha and Monastir airports concession agreement is signed

26 May 2007 – Batumi Airport commenced operations

6 July 2007 – We purchased 25% of TAV Esenboga

22 June 2007 – TAV Esenboga signed the refinancing agreement

y p g

30 July 2007 – We purchased 5% of TAV Izmir from Havas

31 August 2007 – We won Antalya-Gazipasa tender for 25 years

19 November 2007 – The share of TAV in Havaş has increased from 60% to 100%.

43


January

February

March

April

May

June

July

August

September November


1 January 2008 - We started operating the Monastir Airport in Tunisia

7 January 2008 – Antalya-Gazipasa Airport concession agreement is signed.

10 March 2008 – TAV Istanbul signed the refinancing agreement

25 April 2008 – TAV Tunisie signed a project financing agreement

44


January

February

March

April

May

June

July

August

September November


2 September 2008 – TAV was awarded the tender in Macedonia.

24 September 2008 – The concession agreement for three airports in Macedonia has been signed

4 N b 2008 At t k Ai t i j t h b i d b t TAV4 November 2008 – Ataturk Airport expansion project has been signed between TAV Istanbul and State Airport Authority (DHMI)

19 December 2008 – Turkish Airlines declared that HAVAS has been elected as a 50% partner for the TGS Ground Handling Services Inc.

45


January

February

March

April

May

June

July

August

September November


30 January - 13 February 2009 – The shareholders exercised their pre-emptive rights stemming from the 50% rights issue for 15 days

02 March 2009 – The consortium by TAV Airports and Skonto Buve LTD has been elected02 March 2009 The consortium by TAV Airports and Skonto Buve LTD has been elected for the partnership with the SJSC Riga International Airport Management.

30 June 2009 – The agreement regarding the sale of 15% of shares of TAV Tunisie SA to International Finance Corporation (IFC) is signed by the parties. p ( ) g y p

30 June 2009 The agreement regarding the sale of 15% of shares of TAV Tunisie SA to

06 July 2009 – The negotiations with the potential investors have been started regarding the sale of minority shares up to 40% of Havaş.

30 June 2009 – The agreement regarding the sale of 15% of shares of TAV Tunisie SA to International Finance Corporation (IFC) is signed by the parties. 27 August 2009 – New effective date of Macedonia concession contract is determined as

March 1, 2010.

31 August 2009 – The partnership within TGS Yer Hizmetleri A.Ş. by the joint venture

46

g p p Ş y jcontract signed between HAVAŞ and Turkish Airlines is approved by the Competition Board.

IFRIC 12

IFRIC 12 is a new application regarding to interpretation of most of existing standards in the IFRS for example, IAS 11-Construction Contracts, IAS 16-Property Plant and equipment, IAS 17-Leases, IAS 36-Impairment of Assets and IAS 38-Intangible Assets.

IFRIC 12 S i C i A t d l d b th I t ti l Fi i lIFRIC 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 İzmir, TAV Esenboğa TAV Tbilisi TAV Tunisia and TAV Gazipasa which are in the application of IFRIC 12 areEsenboğa, TAV Tbilisi, TAV Tunisia and TAV Gazipasa, which are in the application of IFRIC 12 are assessed by the management as 0%, 0%, 15%, 5% and 0% during the application periods, respectively.

The remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made for the operations of Ankara Esenboğa Airport and İzmir Adnan Menderes Airport

47

agreements made for the operations of Ankara Esenboğa Airport and İzmir Adnan Menderes Airport is represented as guaranteed passenger fee receivable in the balance sheet as a result of IFRIC 12 application.

IFRIC 12

The effect of adoption of IFRIC 12

Airport operation right AddedTrade receivables IncreaseBuild-operate-transfer (“BOT”) Investment Removed

Balance Sheet (Assets)

Construction revenue Added

Income Statement

Construction expenditure (-) Added

Aviation income Decrease (guaranteed pax fees)

Discount interest income AddedDepreciation and amortisation expense (-) Decrease

48

Cash Flow Hedge Accounting

Subsidiaries, TAV Istanbul, TAV Esenboğa, TAV İzmir and TAV Tunisie enter into swap transactions in order to diminish exposure to foreign currency mismatch relating to DHMI instalments and interest rate risk to manage exposure to the floating interest rates relating to loans used.

100%, 85%, 75% and 100% of floating bank loans for TAV İstanbul, TAV Tunisia, TAV İzmir and TAV Esenboğa, respectively are fixed with financial derivatives.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss.

Equity Profit or loss30 June 2009USD (27 719 381) (1 696 791)

Sensitivity Analysis

A 10 percent strengthening of the EUR against the following currencies at 30 June 2009 and 31 December 2008 would have increased (decreased) equity and profit or loss by the amounts

USD (27,719,381) (1,696,791)TRY - 3,044,013Other - 2,122,168Total (27,719,381) 3,469,390

shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2008

Based on the Group’s current borrowing profile, a 50 basis points increase in Euribor or Libor would have resulted in additional

31 December 2008USD (33,310,535) (5,152,864)TRY - 4,212,636Other - 2,531,786Total (33,310,535) 1,591,558

annual interest expense of approximately EUR 0.7 million on the Group’s variable rate debt when ignoring effect of derivative financial instruments. EUR 0.3 million of the exposure is hedged through IRS contracts. Therefore, the net exposure on income statement would be EUR 0.4 million. A 50 basis points increase in

49

Euribor or Libor would have resulted a decrease in hedging reserve in equity approximately by EUR 12 million.

Revenue Profile

TAV Airports Revenues

(€ million) 2006 2007* 2008* Change 1H09 * 1H08 * ChangeAirports 247 314 377 20% 167 172 (3%)Airports 247 314 377 20% 167 172 (3%)

Istanbul 227 244 262 7% 124 126 (2%)Others 19 70 115 66% 43 46 (6%)

Services 244 313 384 23% 170 176 (3%)ATU (50%) 109 138 151 9% 67 73 (8%)BTA 35 50 58 15% 27 27 1%BTA 35 50 58 15% 27 27 1%Havas 61 74 121 63% 52 52 1%Others 39 50 54 8% 23 24 (4%)

Total 490 627 761 21% 337 348 (3%)Eliminations (89) (119) (134) (57) (63)

Consolidated 402 508 627 24% 280 285 (2%)

(*) Adjusted by including guaranteed pax fee revenues from airports in Ankara and Izmir (2008: €29.6mn, 2007: €28.5mn, 1H09: €10.3mn, 1H08: €10.7mn)

50

EBITDAR Build-up

Adjusted revenues decreased by 2% to € 280


1H09 EBITDAR Build-up (€m)j y

million (IFRS:€ 270 million) in 1H09

Aviation operations (including ground handling), account for 41% of total operating income and non-aviation operations account vi

atio

n

115.7 242

pfor 59% of total operating income in 1H09.

Operating expenses decreased by 3% to €242million in 1H09

Av

164.3

Adjusted EBITDA: €56.3 million in 1H09, which was €53.6 million in 1H08.

Concession rent expenses decreased by 7% to €70.1 million in 1H09

Non

-avi

atio

n

38.018.4

70.1 126.4

Adjusted EBITDAR declined by 2% to €126 million in 1H09, implying 45% margin.

nues

Ope

x

EBIT

D&

A

exp.

DA

R

N

51

Rev

en O E D

Con

c.

EBIT

EBITDAR Profile

TAV Airports EBITDAR (*)

(€ million) 2006 2007** 2008** Change 1H09 ** 1H08 ** ChangeAirports 151 200 252 26% 107 114 (7%)

Istanbul 150 180 192 7% 90 92 (2%)Others 1 20 60 196% 16 22 (25%)

Services 19 14 44 n.m. 19 12 56%ATU (50%) 4 9 14 57% 6 6 (6%)BTA 3 0 3 n.m. 3 0 n.m.Havas 5 12 28 137% 9 7 29%Others 7 -7 -2 n.m. 1 (1) n.m.

Total 170 214 295 38% 125 126 (1%)Eliminations 0 4 1 1 3

Consolidated 170 218 297 36% 126 129 (2%)

(*) EBITDAR figures for Istanbul and Tunisie include concession rent expense(**) Adjusted by including guaranteed pax fee revenues from airports in Ankara and Izmir (2008: €29.6mn, 2007: €28.5mn,

1H09: €10.3mn, 1H08: €10.7mn)1H09: €10.3mn, 1H08: €10.7mn)

52

Consolidated Income Statement(€ million) (Audited) 1H09 (Audited) 1H08Construction revenue 197,582,214 108,786,116Operating revenue 257,799,386 261,857,498

Other operating income 11,854,663 12,674,221Construction expenditure (188,307,237) (103,605,825)Cost of catering inventory sold (6 534 753) (6 025 406)Cost of catering inventory sold (6,534,753) (6,025,406)Cost of duty free inventory sold (26,435,425) (28,904,457)Cost of services rendered (14,111,887) (15,643,297)Personnel expenses (72,942,052) (71,609,092)Concession rent expenses (70,064,429) (75,364,164)Depreciation and amortisation expense (18,353,236) (16,898,911)Other operating expenses (33,604,201) (34,022,905)Operating profit 36,883,043 31,243,778Finance income 7,940,477 7,474,573Finance expenses (38,569,562) (50,122,901)Net finance expense (30,629,085) (42,648,328)

Profit / (loss) before income tax 6,253,958 (11,404,550)(5 448 952)Income tax expense (8,722,659) (5,448,952)

(Loss) / profit for the period (2,468,701) (16,853,502)

Other comprehensive (loss) / incomeRevaluation of property and equipment 34,160 34,160Effective portion of changes in fair value

of cash flow hedges (29,869,631) 14,594,577Foreign currency translation differences

for foreign operations (176,755) 405,910Income tax on cash flow hedge reserves 4,920,526 (2,198,813)

Other comprehensive (loss) / income for the period, net of tax (25,091,700) 12,835,834Total comprehensive (loss) / income for the period (27,560,401) (4,017,668)

(Loss) / profit attributable to:

53

( ) pOwners of the Company (2,094,162) (17,115,012)Non-controlling interest (374,539) 261,510

(Loss) / profit Loss for the period (2,468,701) (16,853,502)

Consolidated Balance Sheet

ASSETS(€ million) 30 June 2009 31 December 2008 Property and equipment 84,646,001 78,111,498Intangible assets 31,105,654 32,679,835Airport operation right 635 061 453 457 410 838Airport operation right 635,061,453 457,410,838Other investments 24,238 24,238Goodwill 131,564,539 131,564,539Prepaid concession expenses, non-current portion 167,793,076 120,285,515Non-current trade receivables 145,382,179 156,306,856Non-current due from related parties 8,883,080 8,140,329Other non-current assets 13,477,763 14,891,066Deferred tax assets 37,987,447 37,366,642

Total non-current assets 1,255,925,430 1,036,781,356Inventories 9,544,681 9,770,719Prepaid concession expenses, current portion 120,858,464 128,688,749Trade receivables 69,410,835 55,968,143Due from related parties 4,979,219 7,019,918Derivative financial instruments 13,008,552 32,257,634Other receivables and current assets 35,238,027 46,732,857Cash and cash equivalents 17,899,895 22,572,015Restricted bank balances 226,898,749 291,098,061

Total current assets 497,838,422 594,108,096TOTAL ASSETS 1,753,763,852 1,630,889,452

54


EQUITY (€ million) 30 June 2009 31 December 2008

Share capital 162,383,978 104,910,267Share premium 220,286,470 220,182,481Legal reser es 18 385 794 15 062 069Legal reserves 18,385,794 15,062,069Revaluation surplus 2,495,128 2,665,932Purchase of shares of entities under common control 40,063,860 40,063,860Cash flow hedge reserve (56,250,908) (31,301,803)Translation reserves (810,913) (872,551)Accumulated losses (61,941,354) (56,688,149)

Total equity attributable to equity holders of the Company 324,612,055 294,022,106

Non-controlling interest 14,906,133 15,017,194

Total Equity 339,518,188 309,039,300, , , ,

55


LIABILITY(€ million) 30 June 2009 31 December 2008 LIABILITIES

Loans and borrowings 975,846,720 876,556,773Reserve for employee severence indemnity 4 412 061 3 247 519Reserve for employee severence indemnity 4,412,061 3,247,519Due to related parties 9,599,983 9,591,944Deferred income 14,712,721 16,659,877Long term trade payables - 75,022Deferred tax liabilities 6,193,552 5,752,448

Total non-current liabilities 1,010,765,037 911,883,583

Bank overdraft 1,315,398 1,844,425Loans and borrowings 239,346,114 220,234,320Trade payables 32,541,161 27,543,307Due to related parties 10,923,751 52,428,667Derivative financial instruments 80,320,362 69,699,812Current tax liabilities 2,828,808 2,488,341Other payables 27,653,831 25,299,953Provisions 3,225,544 3,762,121Deferred income 5,325,658 6,665,623

Total current liabilities 403,480,627 409,966,569

Total Liabilities 1,414,245,664 1,321,850,152, , , , , ,

TOTAL EQUITY AND LIABILITIES 1,753,763,852 1,630,889,452

56

Consolidated Cash Flow Statement

(€ million) 1H09 1H08Profit / (loss) for the year (2,468,701) (16,853,502)

Amortisation of airport operation right 9,504,940 9,456,251Depreciation of property and equipment 6,585,058 5,581,604A ti ti f i t ibl t 2 263 238 1 861 056Amortisation of intangible assets 2,263,238 1,861,056Amortisation of concession asset 70,064,429 75,364,164Provision for employment termination benefits 1,871,926 1,874,319Provision set for doubtful receivables 82,983 436,091Collections of doubtful receivables (211,044) (42,305)Provision set for tax penalties 444,174 (234,557)Other provisions (released) / set (31,767) 2,132,568p ( ) ( , ) , ,Discount on receivables and payables, net 163,762 489,566Gain on sale of property and equipment (53,126) (357,845)Accrual set for unused vacation 670,904 582,934Reversal of provision for slow moving inventory (4,726) -Accrued interest income (439,713) 449,719Accrued interest expense on financial liabilities 24,633,561 35,366,896I t 8 722 659 5 448 952Income tax expense 8,722,659 5,448,952Marked to market valuation of derivative instruments - (14,393,323)Unrealised foreign exchange differences on balance sheet items 10,208,743 (38,586,423)Cash flows from operating activities 132,007,300 68,576,165Change in Working Capital (92,202,558) (4,317,316)

Cash generated from operations 39,804,742 64,258,849Income taxes paid (1,153,026) (1,368,600)Interest paid (31,415,562) (14,765,566)Retirement benefits paid (698,157) (452,460)Net cash from operating activities 6,537,997 47,672,223

57


(€ million) 1H09 1H08

CASH FLOWS FROM INVESTING ACTIVITIES

Interest received 5,133,579 5,676,492Interest received 5,133,579 5,676,492

Net change in investments held for trading - 248,683Proceeds from sale of property and equipment and intangible assets and correction of airport

operation right 294,592 1,604,744

Acquisition of property and equipment (13,212,493) (6,287,509)

Additions to airport operation right (186,447,035) (93,920,275)p p g ( , , ) ( , , )

Net cash used in investing activities (450,514) (757,170)

58


(€ million) 1H09 1H08CASH FLOWS FROM FINANCING ACTIVITIES

New borrowings raised 231,583,202 534,690,259Repayment of borrowings (116,660,449) (584,701,201)Change in restricted bank balances 11 677 729 48 816 766Change in restricted bank balances 11,677,729 48,816,766Non-controlling interest change (111,061) (699,728)Repayment of finance lease liabilities (66,340) 438,711Increase in share premium 103,989 -Increase in share capital 57,473,711 -Net cash provided from / (used in) financing activities 184,000,781 (1,455,193)

NET (DECREASE) / INCREASE FROM CASH AND CASH EQUIVALENTS (4,143,093) (47,218,005)CASH AND CASH EQUIVALENTS AT 1 JANUARY 20,727,590 62,681,735CASH AND CASH EQUIVALENTS AT 30 JUNE 16,584,497 15,463,730

59


The “Corporate Governance Rating Report” for TAV Airpors made by RiskMetrics Group - Institutional Shareholder Services (ISS), a global corporate governance rating company having the official authorization to do rating in accordance with the Capital Markets Board (CMB) Corporate Governance Principles in Turkey.

Our company is rated with the grade 83.3 (8.5) in general average as per Corporate Governance Rating Report.

Final rating grades are determined by the separate weighting of four sub-categories within the frame of the related resolution of CMB.

The breakdown of corporate governance rating grades is stated belowThe breakdown of corporate governance rating grades is stated below.

Sub-categories Weight Grade Grade assigned

Shareholders 0.25 8.11 8.00

Public Disclosure and Transparency 0.35 8.69 8.50

Stakeholders 0.15 8.88 9.00

Board of Directors 0.25 7.78 8.00

Total 1.00 8.33 8.50

60

Board of Directors

Ali Haydar KurtdarcanVi Ch i

Hamdi AkınChairman

Chairman of Tepe Construction Ind. Inc

Chairman of Akfen HoldingMember of Ankara Chamber of Commerce (ATO) and board member of Turkey Industrialists’ and Businessmen’s Association

Positions within TAV Airports and other companies

Vice ChairmanDr. Sani Şener

Member and CEOIbrahim Suha Guçsav

Member

Önder Sezgi

p

Chief Executive Officer of TAV Airports

Vice Chairman of Akfen HoldingAbdullah Atalar

Member Vice Chairman of Bilkent HoldingÖnder Sezgi

Member Financial Affairs and Audit Director of Bilkent Holding

Şeref ErenM b Advisor, TAV Airports

H. Kadri Samsunlu Member Advisor to Chairman of the Board of Akfen Holding

Süleyman SonMember General Manager and Board member of Tepe Construction

Mumtaz KhanMember CEO of Middle East & Asia Capital Partners

Shailesh Kumar DashMember Global Investment House (Kuwait)

Member Advisor, TAV Airports

Mehmet ErdoğanMember External Affairs Coordinator, TAV Airports

Dr. Cem KozluIndependent member Independent Board Member

Member

Pierre de Champfleury I d d t B d M b

Ahmet Ersagun YücelMember General Secretary of TAV Airports

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Pierre de ChampfleuryIndependent member Independent Board Member

Management Team

CEO Chief Executive Officer (CEO)

Positions within TAV Airports

Dr. Sani ŞenerSenior Management

Chief Financial Officer (CFO)Murat UluğBusiness Development DirectorSerkan KaptanHuman Resources DirectorÖzlem TekayInternal Audit DirectorAltuğ KoraltanOperations DirectorMurat ÖrnekolBusiness Development Director (Subsidiaries)Haluk Bilgi

Airport GMsGM, TAV IstanbulKemal Ünlü

Strategy DirectorWaleed YoussefGeneral SecretaryErsagun YücelLegal CounselBanu Pektaş

p ( )g

GM, TAV IzmirErkan BalcıGM,TAV EsenbogaNuray DemirerGM, TAV TunisieErsel GöralGM, TAV Georgia Mete Erkal

Service Companies GMsService Companies GMsGM, ATUErsan ArcanGM, BTASadettin CesurGM, HAVASMüjdat YücelGM, TAV Security Yusuf AcıbiberGM TAV ITUğur Yiğiter

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GM, TAV ITUğur YiğiterGM, TAV O&MEda Bildiricioğlu

Disclaimer

This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV HavalimanlariHolding A.Ş. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this doc ment or referred to in s ch other ritten or oral information ill form the basis of an contractdocument or referred to in such other written or oral information will form the basis of any contract.The information used in preparing these materials was obtained from or through the Company or the Company’s representatives or from public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and noresponsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to the accuracy completeness or fairness of the information contained in this presentation or any other written or oral information madethe accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability for, or remedy in respect of fraudulent misrepresentation by the Company.

This presentation contains forward-looking statements. These statements, which may contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, reflect the Company’s beliefs, opinions and expectations and, particularly where such statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that

t l lt t diff t i ll Th i k d t i ti i l d th f t h i b i thmay cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future performance As a result you are cautioned not to place reliance on such forward-looking statementsperformance. As a result, you are cautioned not to place reliance on such forward looking statements.

Information in this presentation was prepared as of 30 September, 2009.

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