tav airports holding€¦ · north hub services (%50) tav airports structure. 3 tav airports...

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TAV Airports HoldingSeptember 2010

11

Page

Overview 1

Financial Overview 20

Operations 30

Conclusion 50

1

2

Airport Companies

Ataturk Airport (100%)

Esenboga Airport (100%)

Adnan Menderes

Airport (100%)

Gazipasa Airport (100%)

Tbilisi (%66) & Batumi

(60%)

Monastir & Enfidha

Airport (67%)

Skopje & Ohrid (100%)

Service Companies

ATÜ (50%)

BTA (67%)

HAVAS (65%)

TAV O&M (100%)

TAV IT (97%)

TAV Security

(67%)

TAV Airports Holding Co.

TGS (%50)

North Hub

Services

(%50)

TAV Airports Structure

3

TAV Airports Overview

O&M, IT and Security

TAV O&M (100%):

Commercial area

allocations &

CIP/VIP,travel

agency services

TAV IT (97%):

Airport IT services

(FIDS,FMS,etc)

TAV Security (67%):

Security service

provider in Istanbul,

Ankara , Izmir and

Gazipasa

Airports Duty FreeFood and

Beverage

Ground

HandlingOthers

Turkey

Istanbul Ataturk Airport (100%),

Ankara Esenboğa Airport (100%),

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

Gazipasa Airport (1)

(100%)

Georgia

Tbilisi International Airport(66%) and Batumi Airport

Tunisia

Monastir and Enfidha Airports (2) (67%)

Macedonia

Skopje, Ohrid and Shtip

Airports (3) (100%)

ATÜ (50%)

Largest duty free

operator in Turkey

Partner with Unifree

– owned by

Heinemann,

leading German

travel retailer

(Travel Value)

Operating in

Turkey,Georgia,

Tunisia and

Macedonia

BTA (67%)

Operating in

Turkey, Georgia,

Macedonia and

Tunisia

Operates Istanbul

Airport Hotel (131

rooms)

Bakery & pastry

factory serving in

Turkey

€212m/377m

Reven

ue

s

1H

10 /

FY

09

(5)

€76m/145m €28m/66m€33m/59mNotes: (1) We had signed Gazipasa Airport concession agreement on January 7, 2008 and operations started on July 13, 2009.

(2) We started operations in Monastir Airport on January 1, 2008. Enfidha Airport (greenfield investment) started operations in December 2009.

(3) We are awarded the tender on September 2, 2008 and TAV commenced its operations as of 1 March, 2010.

(4) Based on number of flights for 2009

(5) Revenues represent the proportional interest of these companies in TAV Airports (50% of ATÜ revenues) (before eliminations)

Havaş (65%)

Major groundhandler

in Turkey with a

c.57% (4) share

Operates in 20

airports in Turkey

including Istanbul,

Ankara, Izmir and

Antalya

*TGS(%50) operates

in Istanbul, Ankara,

Izmir, Antalya and

Adana

%50 partner of North

Hub Services,

operating in Riga and

Helsinki

€72m/126m

*TGS started operations as of 1 January 2010

4

Ownership Structure (as of August 31, 2010)

1. Tepe Insaat Sanayi A.Ş.

Turkish integrated conglomerate focused on

infrastructure and construction

2. Akfen Holding A.Ş.

Holding company operating in the construction,

tourism, insurance and energy sector

3. Sera Yapi Endustrisi A.Ş.

Family of Dr. Sani Sener, CEO of TAV Airports

4. Other Non-floating

5. Other Free Float

Shareholder Structure Founding Shareholders

Other shareholders

(1)26,06%

(2)26,12%

(3)4,46%

(4)3,52%

(5)39,84%

2.Akfen Holding A.Ş. has 14,466,267 (3.98%) shares in the free float

3. Sera Yapi Endustrisi ve Tic. Ltd. Sti. has 1,964,103 (0.54%) shares in

the free float

* Morgan Stanley has 18,429,937 (5.07%) shares in the free float

5

Operational Highlights

New Developments

• 10th Year Target accomplished: 10 airports under portfolio as of 2010!

• New target is to serve to 100 paxper annum by 2020.

• 13% pax growth in 8M10 on top of 3% growth attained in FY09

Traffic

Growth

• Antalya Gazipasa and Tunisia Enfidha Airports commenced operations

• TAV started to collect €5 transfer fee as of Jan. 2010 in Istanbul Ataturk Airport

• Havaş partnered with THY in TGS;and TGS commenced operations at 5 main airports in Turkey as of January 2010

• Macedonia started operations in March 2010

• Havas acquired 50% stake in North Hub Services, a ground handling company with aggressive growth plans in Baltics; and NGS commenced operations in Riga and Helsinki

• BTA took over operation of F&B service points at Istanbul Airport Domestic Terminal.

• Customs Law Amendment relieved the duty-free purchase limits at International Arrival Terminals

6

Financial Highlights

Dividends

• Dividends are expected to commence in 2 to 3 years

• Progressive policy with high payment of free cash flow

Deleveraging

Completed

• Deleveraging completed with lucrative ROEs on stake sales

• %50 rights issue in Feb 2009 (€58m)

• Sale of TAV Tunisie stake to IFC (€28m)and PAIDF (€40m)

• Havaş sale to HSBC and Is Private Equity (€102m)

Capex

• Final tranche of Enfidha Airport investment of €500 mn completed

• Minimum maintenance capexneeded for the young airport portfolio

• No mandatory capexrequirements in airport operation contracts

Investment Highlights

7

Diversified Portfolio

Clear Regulatory

Framework and

Earnings Visibility

Well

Positioned

for

Growth

Diversified portfolio with leading market position

10 airports operating in Turkey, Georgia, Tunisia and Macedonia (large

catchment areas).

Distinctive business model with an integrated structure

Buoyant Turkish economy & young population strong pax growth

Agreed regulatory framework providing high visibility over

Long-term concessions (Istanbul: 2021, Georgia: 2027, Macedonia: 2030,

Tunisia: 2047)

Fixed cost base (operational leverage) and minimal ongoing capex

high cash flow conversion

Benefiting both organic and inorganic growth

Well positioned to win international concessions

Development of the service business (e.g. ATÜ, BTA, Havaş)

Diversification into high growth markets

Operating 3 of the 4 largest airports in Turkey

(Passenger number, million)

Large catchment areas in operation

48% MARKET SHARE

Source: DHMI, Passenger figures for 2009

Since 2008 DHMI passenger figures are including transfer passengers, 2008

passenger figures are not comparable with 2007 passenger figures.

**TAV only operates the International Terminal, which had 1,7m passengers in 2009

Turkey

GeorgiaMacedonia

Tunisia

(Passenger number, million)

Source: TAV Tunisie, Georgian Authority, Macedonia Aviation Authority,

Passenger figures for 2009

Turkey

TAV is the leading airport operator in Turkey with a 48% market share and high quality passengers

The airport terminals which we operate in Turkey handled 37.5 million passengers in 2009

Istanbul is the largest business center in the region

Tunisia

The operation started as of January 1, 2008 in Tunisia Monastir Airport, which handled 3.8 million passengers in 2009.

The operation commenced in Tunisia Enfidha Airport following the completion of the construction (December 2009)

Georgia

TAV operates Tbilisi Airport and Batumi Airport in Georgia

Macedonia

TAV started operations at the Alexander the Great Airport in Skopje, the St. Paul the Apostle Airport in Ohrid for 20 years.

İstanbul Antalya İzmir** Ankara

29,8

18,4

6,2 6,1

Tunisia Georgia Macedonia

3,8

0,8

0,6

8

Major Hubs

> 25m Passengers

Secondary Hubs

10-25m Passengers

Regional Airports

5-10m Passengers

Small Regional

Airports

< 5m Passengers

Global flagCarrier/Alliance

High share of transfer traffic

Small share of LCC trafficSustained

growth

Diverse carrier mix

Medium share of transfer traffic

Growing share of LCC traffic

Dynamic

Growth

Diverse carrier mix

Limited transfer traffic

LCC traffic up to 50%

Sustained

growth

Dependence on LCC/ regional

carriers

No transfer traffic

Aggressive

growth

Diversified Portfolio

Source: ACI 9

10

Turkish Aviation Market

Source: DHMI, **Turkstat, ***Ministry Culture and Tourism

Turkish Aviation Market has grown rapidly (2002-2009)

13,3 14,0

17,5

21,119,8

23,3

26,3 27,1

5,0

10,0

15,0

20,0

25,0

30,0

35,0

40,0

5

10

15

20

25

30

35

40

45

50

2002 2003 2004 2005 2006 2007 2008 2009

Tourist Arrivals Int'l Pax Dom. Pax

CAGR :%8 CAGR :%23 CAGR :%11

Deregulation of the domestic market in 2003

3rd largest country in Europe population: 72.5m**

Limited alternative transport infrastructure

In 2009, foreign visitors reached 27m***

Tourist

Arrivals (Mn.)

Int’l and Dom

Pax.(Mn.)

11

Turkish Aviation Market and TAV Airports

2002 2003 2004 2005 2006 2007 2008 2009

34 34

45

5662

7075

79

2002 2003 2004 2005 2006 2007 2008 2009

9 9 10

19

3235

41 42

Total Passenger Traffic of TAV Airports by year (mn)

Total Passenger Traffic of Turkish Aviation Market by year (mn)

CAGR

13%

CAGR

26%

2002-2009

2002-2009

Source : DHMI

12

TAV Airports Fraport World

Aeroports de Paris BAA Europe AENA Schiphol

3

-3 -3

-5 -5-6

-8 -8

Growth Rates of Pax Number in Selected Airports

2009

1H10

TAV 3%

TAV 13%

%

%

TAV Airports Fraport World AENA Europe Schiphol

Aeroports de Paris BAA

13

76

32

1

-2

-6Source: ACI

13

Istanbul Ataturk Airport Traffic Performance

International Passenger Growth (%)

1Q 2Q 3Q 4Q 12M

1

7

10

13

8

20

9

2008/09 2009/10

-15% -10% -5% 0% 5% 10% 15%

-10%

-8%

-8%

-8%

-7%

-7%

10%

Frankfurt(FRA)

London Heatrow(LHR)

Vienna (VIE)

Madrid(MAD)

Paris (CDG)

Amsterdam(AMS)

Istanbul Ataturk

1H10 / 1H08

Source: ACI

Istanbul as a Transit Hub

14

Best Transit Hub, (%of Routes)

Source: Determining Hub Efficiency in Europe, MIiddle East and North Afirca a comparative study, E. Nur Günay, Şükrü Nenem

Istanbul is the most efficient hub for Europe, MENA Region, according to a study by Bosphorus University

Analysis based on “cost per ASK” and a sample of 4,080 distinct O&D pairs

Comparison of 7 existing and emerging hubs: London, Paris, Frankfurt, Dubai, Cairo, Madrid and Istanbul

İstanbul AHL

Frankfurt Kahire Londra Dubai Paris Madrid

33

23

16

13 13

31

15

Istanbul Ataturk Airport Traffic Performance

2009 2008 Airport Code Passengers Change

1 1 Atlanta ATL 88,4 -1,8%

2 3 London LHR 66,0 -1,5%

4 2 Beijing PEK 65,3 16,8%

5 4 Chicago ORD 64,4 -8,8%

6 5 Tokyo HND 61,9 -7,2%

7 6 Paris CDG 57,9 -4,9%

8 7 Los Angeles LAX 56,5 -5,5%

9 9 Dallas-FortWorth DFW 56,1 -1,8%

10... 10... Frankfurt FRA 50,9 -4,7%

35 24 Detroit DTW 31,6 13,1%

36 35 Seattle SEA 31,2 -3,0%

37 37 Philedelphia PHL 30,7 -3,7%

38 34 Toronto YYZ 30,4 -6,1%

39 40 Istanbul (AHL) IST 29,8 4,2%

40 42 Kuala Lumpur KUL 29,7 7,8%

41 39 Seoul ICN 28,6 -4,8%

42 38 Barcelona BCN 27,3 -9,7%

43 45 Boston BOS 25,5 -2,3%

44 50 Delhi DEL 25,3 -2,3%

45 44 Paris ORY 25,1 -4,2%

Source: ACI

16

TAV Traffic Performance

Airports 2008* 2009*08/09

(%)

Jan-

Aug09

Jan-

Aug10%

Istanbul Ataturk 254.5 264.5 4% 175.4 177.9 1%

Int’l 155.4 169.1 9% 111.2 115.7 4%

Dom. 99.1 95.4 -4% 64.2 62.3 -3%

Ankara Esenboga 51.1 51.3 0% 33.2 40.1 21%

Int’l 12.2 10.1 -17% 6.6 7.7 16%

Dom. 38.9 41.1 6% 26.6 32.5 22%

Izmir A.Mend. (int’l) 13.2 13,1 0% 8.7 11.0 27%

Monastir Airport(Inc. Enfidha) 33.6 30.4 -9% 21.4 21.9 2%

Georgia (inc. Batumi) 16.4 15.6 -5% 10.1 11.9 18%

Macedonia(Skopje&Ohrid)** 14,3 12,8 -10% 8.6 8.6 0%

TAV Total *** 368.8 374.9 2% 248.8 271.4 9%

Int’l 229.2 236.6 3% 156.6 175.2 12%

Dom. 139.6 138.4 -1% 92.2 96.2 4%

Source: Turkish State Airports Authority (DHMI), Georgian Civil Aviation Authority, TAV Tunisie,TAV Macedonia

* Since 2008 DHMI, passenger figures include transfer passengers

TAV Passenger Figures (Milllion) TAV Air Traffic Movements (‘000)

Airports 2008* 2009* 08/09 (%)Jan-

Aug09

Jan-

Aug10%

Istanbul Ataturk 28.6 29.8 4% 19.67 21.20 8%

Int’l 17.1 18.4 8% 11.95 13.25 11%

Dom. 11.5 11.4 -1% 7.73 7.96 3%

Ankara Esenboga 5.7 6.1 7% 3.98 4.97 25%

Int’l 1.2 1.1 -12% 0.73 0.85 16%

Dom. 4.4 5.0 12% 3.25 4.12 27%

Izmir A.Mend. (int’l) 1.7 1.7 -2% 1.14 1.43 26%

Monastir Airport(ınc. Enfidha) 4.2 3.8 -10% 2.67 2.69 1%

Georgia (inc. Batumi) 0.8 0.8 -3% 0.50 0.58 17%

Macedonia(Skopje&Ohrid)** 0,70 0,64 -9% 0.44 0.49 12%

TAV Total *** 40.9 42.1 3% 27.96 31.38 12%

Int’l 25.0 25.7 3% 16.97 19.25 13%

Dom. 15.9 16.4 3% 10.99 12.12 10%

In 2010 (January – August Period)

TAV Total Passenger

31.4 Million

Istanbul Ataturk Airport Int’l Passenger

13.3 Million

TAV Total Air Traffic Movement

271.4 Thousand

** Operation commencement date: March 01, 2010

*** TAV 2009 traffic figures do not include Macedonia

ATM

9%12%

Passenger

12%

11%

9%

17

Duty Free Performance

TAV Duty Free Revenues

Duty Free Spend Per Pax (€) 2006 2007 2008 2009 08/09 % 1H09 1H10 %

ATU Average 15,7 14,8 15,8 14,7 -7% 15,5 14,6 -6%

Istanbul Ataturk 15,8 16,0 17,1 15,7 -8% 16,5 16,0 -3%

Ankara Esenboga 9,9 11,6 13,4 13,7 2% 14,7 14,2 -3%

Izmir Adnan Menderes 15,5 11,6 11,5 10,7 -7% 10,8 10,9 0%

2008 2009 2010

33

29

33

3937

4140 4037 36

1Q 2Q 3Q 4Q

%1174149 142 -4%

Earnings Visibility

Non-AviationAviation

Pax service charge(PSC)

Agreed passenger service charge of

airports / terminals depending on project

Ankara and Izmir have revenue

guarantees (fixed PSC and volume

growth p.a.)

Passenger growth is the main driver

Airside Revenues

Notes: Passenger service charges apply to departing passengers only

Duty Free

Duty Free available to all international

inbound and outbound passengers

Increased number of shops, improved

selection of products and higher

penetration

OtherCatering, car park, advertising, area

allocation, lounge services

Ground handling

Bridge, check-in counter,

parking, apron, taxi etc

ATM growth is the main driver

Ramp, passenger services and traffic

ATM growth and aircraft type are the

main drivers

18

1919

Operations Map & Potential Projects

*Potential projects are indicated by red dots, as current operations by orange dots

Significant traffic growth expected in our target region

We define our target region as Middle East, Africa, Europe, the CIS countries including Russia and India

Experienced international airport operators will be needed as the infrastructure developments reach completion

Riga Int’l Airport (with Air Baltic)

Saudi Arabia (with Al-Rajhi,Saudi Oger and CCC)

2020

Page

TAV Airports – Overview 1

TAV Airports – Financial Overview 20

TAV Airports – Operations 29

Conclusion 50

21

Financial Overiew

Consolidated Revenue (€m) EBITDA (€m) Net Profit / Loss(€m)

* Adjusted by including guaranteed pax fee revenues

* Construction revenue and construction expenditure are excluded while computing the operational performance in the table.

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

(in mn €)* 2008 2009 ∆ y-o-y 1H10 1H09 ∆ y-o-y

Revenues 627 640 2% 351 280 25%

EBITDA 141 167 19% 85 56 52%

EBITDA margin 22% 26% 4 ppt 24.3% 20.1% 4.2 ppt

Net Income (Loss) 5 51 1.003% 6.9 (2.5) nm

Cash flow from operations 214 210 -2% 64.5 6.5 887%

Capex 215 312 45% 59.6 200.1 -70%

Free Cash Flow -1 -102 nm 4.9 (193.6) nm

Shareholders’ Equity 294 372 27% 418.5 324.6 29%

Net Debt 785 941 20% 932.3 972.0 -4%

Average number of employees 11.289 12.194 8% 16,011 11,775 36%

Number of passengers (mn) 40,9 42,1 3% 21.3 18.8 13%

- International 25,0 25,7 3% 12.6 11 15%

- Domestic 15,9 16,4 3% 8.7 7.8 12%

Duty free spend per pax (€) 15,9 14,9 -6% 14.6 15.5 -6%

1H09 1H10

280351

1H09 1H10

56

85

1H09 1H10

-3

7%25

%52

22

Revenue & EBITDA

EBITDA Breakdown (FY09) EBITDA Breakdown (1H10)

Aviation22%

Ground Handling

19%

Duty Free 35%

F&B6%

Other19%

TAV Istanbul

38%

Other Services

14%ATU 8%BTA 4%

Other Airports

24%

Havas 14%

Revenue breakdown (FY09) Revenue breakdown (1H10)

TAV Istanbul ;

53%

Other Airports;

24%

ATU ; 7%

BTA ; 3%

HAVAŞ ; 12%

Duty-free; 31%

Aviation; 25%

Ground Handling;

19%

F&B; 6%

Others; 20%

23

OPEX Breakdown

3Q 3Q3Q

Concession rent expenses

28%

Personnel expense

30%

duty free inventory sold

11%

services rendered

7%

D&A7%

catering3%

Other 14%

FY09 1H10

FY08 FY09

521

509

1H09 1H10

242

294

Catering inventory sold; 3%

Duty free inventory sold; 10%

Services rendered;

6%

Personnel expenses;

34%

Concession rent

expenses; 21%

D&A; 9%

Other ; 17%

24

OPEX Breakdown

FY09 1H10

(Excluding concession rent and D&A expenses)

3Q3Q

Personnel47%

Duty-free17%

Services rendered

10%

Catering4%

Other22%

FY08 FY09

330

328

Catering 4%

Duty Free 14%

Services rendered; 9%

Personnel expenses; 49%

Other 24%

1H09 1H10

154

205

25

1H10 Financial Summary

TAV Airports Consolidated – 1H10

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

(€ million) Revenues EBITDA (*) EBITDA (*) Margin Net Debt

Airports 212 70 33% 805

Istanbul 152 105 69% 264

Ankara 17 8 46% 112

Izmir 12 5 44% 40

Tunisie 16 7 44% 341

Gazipasa 0 (1) nm 16

Tbilisi & Batumi 10 4 44% 30

Macedonia 5 1 12% 3

Services 208 16 8% 127

ATU (50%) 76 6 7% 22

BTA 33 3 10% (4)

HAVAŞ 72 11 15% 70

Others 28 (4) nm 39

Total 420 86 20% 932

Eliminations (68) (0)

Consolidated 351 85 24% 932

* EBITDAR for TAV Istanbul,TAV Tunisie and TAV Macedonia

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

26

Revenue by country (1H10)

90%

3%

6%

2%

27

CAPEX

(million €)

Enfidha Airport capex

1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10

intangible assets airport operation right property and equipment

15 20

67

39

6268

45

113

88

56 56

15

35

18

28

Debt Structure

NET DEBT

(€ million)31 March 2010 31 December 2009 30 June 2010

Airports 851 778 805

Istanbul 309 241 264

Ankara 114 119 112

Izmir 44 46 40

Tunisia 342 335 341

Gazipasa 12 9 16

Tbilisi 30 30 30

Batumi 0 0 (0)

Macedonia 0 0 3

Services 146 163 127

ATU (50%) 22 17 22

BTA 2 2 (4)

Havas 54 9 70

Others 67 152 39

Total 997 941 932

Deleveraging process initiated at the beginning of

2009 completed with 18% stake sale to PAIDF in

June 2010. With the €40 million cash proceeds from

TAV Tunisie sale, net debt at the holding company

level decreased from €200 million at the end of 2008

to €44 million at the end of June 2010

29

Debt Repayment

Debt on Holding Co. (as of June 30, 2010)

€ Million, as of June 30, 2010 De-leveraging

• Rights Issue (€57m, January 09)

• TAV Tunisie Sale to IFC (€28m, August 09)

• Havaş sale to HSBC - Is Girisim (€102m, March 10)

•TAV Tunisie sale to PAIDF (€39.7m, June 10)

(€ million)

1- year 2-year 3- year 4- year 5- year 5+ years

Havaş Holding

ATU

Tav Tbilisi

Tav Izmir

Tav Esenboğa

Tav Tunisie

Tav Istanbul

116 122 115 117

569

93

1- years 2-years

14

39

30

Page




Conclusion 50

31

Penetration is still quite low with passport ownership at low teens

Demographics support further market growth in the long term 2nd most populous country in Europe with a

population of 72.6 million

Fastest growing and youngest population in Europe

67% of the population is between ages 15-64, while %26 are between 0-14 and only 7% are above 65 years.

Turkish Airlines' Star Alliance membership builds Turkey into a regional hub.

3.9 million Turkish immigrants living in Europe offers a resilient traffic flow

Ministry of Transport projects 350 million pax by 2023, implying to a CAGR of 11%

Turkey

Tourism

32

9%

Countries 1H10 1H09 10/09 1H08 09/08

Germany 1,68 1,68 0% 1,83 -8%

Russia 1,26 1,00 25% 1,18 -15%

England 1,00 0,85 18% 0,77 12%

Iran 0,93 0,53 76% 0,49 7%

Bulgaria 0,62 0,64 -2% 0,55 16%

Georgia 0,45 0,56 -19% 0,34 63%

Netherlands 0,42 0,41 0% 0,46 -10%

Syria 0,38 0,18 109% 0,18 2%

France 0,37 0,37 0% 0,35 5%

Greece 0,29 0,27 8% 0,25 7%

Other 4,18 4,10 2% 4,29 -4%

TOTAL 11,57 10,59 9% 10,69 -1%

Tourist Arrivals increased by 9% in 1H10

Source : Ministry of Culture and Tourism

2000 2005 2006 2007 2008 2009 08/07 09/08

1-France 77,2 75 77,9 80,9 79,2 74,2 -2 -6,3

2-USA 51,2 49,2 51 56 57,9 54,9 3,5 -5,3

3-Spain 46,4 55,9 58 58,7 57,2 52,2 -2,5 -8,7

4-China 31,2 46,8 49,9 54,7 53 50,9 -3,1 -4,1

5-Italy 41,2 36,5 41,1 43,7 42,7 43,2 -2,1 1,2

6-UK 23,2 28 30,7 30,9 30,1 28 -2,4 -7

7-Turkey 9,6 20,3 18,9 22,2 25,0 25,5 12,3 2,0

8-Germany 19 21,5 23,6 24,4 24,9 24,2 1,9 -2,7

9-Malaysia 10,2 16,4 17,5 21 22,1 23,6 5,1 7,2

10-Mexico 20,6 21,9 21,4 21,4 22,6 21,5 5,9 -5,2

World 682 801 846 900 919 880 2,1 -4,3

International Tourist Arrivals by Country

Turkey #7

Source :UNWTO

33

Istanbul Atatürk Airport (100% owned)

Largest in the region

Main hub and home base for Turkish Airlines

One of the fastest growing airport in Europe

Revenue of €260 million in 2009

€193 million EBITDAR in 2009, implies growth and

74% margin

€5 Transfer Fee (from Int’l Pax)

Terminal Expansion in 2010

Among “50 Best Travel Centers” list in Monocle, as a

“Magnet for Transit Flights.”

Domestic International

Source: DHMİ

Air Traffic Movement per airline (2009)

Source: DHMI

Note: 2009 and 2008 are not comparable with previous periods

Passenger traffic 2003-2009 (m)

THY(%76) Onur Air(%14)

Atlas Jet(%7) Pegasus(%3)

THY(%64) Lufthansa(%3) Atlas Jet(%1)

Air France(%1) Alitalia(%1) Others(%30)

2003 2004 2005 2006 2007 2008 2009

International domestic

12,1

28,6

23,221,319,3

15,6

29,8

34

Ankara Esenboga Airport (100% owned)

Newest in the region

Secondary hub of Turkish Airlines (THY)

Operations commenced in October 16, 2006.

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

May 2008

In 2009, received “Best Airport Award” by ACI, in 5-10

million category



Source: DHMI

Source: DHMI

2003 2004 2005 2006 2007 2008 2009

Domestic International

3.33.8

4.5 5.05.7 6.1

2.8

InternationalDomestic

THY(%25)

Lufthansa(%15)

Pegasus(%11)

Cyprus Turkish(%9)

Others(%40)

THY(%83) Pegasus(%16) Others(%1)

35

Izmir Adnan Menderes Airport (100% owned)

Third largest city with the second biggest port in

Turkey

Major tourist destination

Operations commenced in September 13, 2006.

Diversified customer base



Source: DHMI

Source: DHMI

(*) International passengers only

2003 2004 2005 2006 2007 2008 2009

1.41.5

1.71.5

1.61.7 1.7

Sun Express(%35)

Pegasus(%13)

Onur Air(%6)

Cyprus Turkish(%6)

Others(%39)

Georgia

36

Located on the east of Black Sea, Georgia controls most of the trade routes through Caucasus

Mountains.

Constructions of several oil and gas pipelines such as Baku-Tbilisi-Ceyhan have proved the

strategic location of Georgia.

Georgian Economy had been one of the fastest growing economies among Former Soviet Union

until the dispute with Russia on Abkhazia and South Ossetia.

37

Tbilisi International Airport (66% owned)

Operations in new terminal commenced in February

7, 2007.

Capturing almost all air traffic in Georgia

Capital city of Georgia with promising business

opportunities

Capacity: 2.8 million passengers per year

Selected as the Best Emerging Airport – Russia, CIS

and Baltic States


Passenger traffic 2003-2009 (‘000)

Source: Georgian Civil Aviation Authority


GEORGIAN A/W (%24)

TURKISH AIRLINES(%18)

LUFTHANSA(%8)

OTHERS(%50)

2003 2004 2005 2006 2007 2008 2009

0.2

0.4

0.5 0.50.6

0.7 0.7

38

Batumi International Airport (60% owned)

Operations in the terminal commenced in May 26,

2007.

Second biggest city of Georgia with strategic

importance





TURKISH AIRLINES(%76)

GEORGIAN AIRWAYS(%9)

OTHERS(%15)

2007 2008 2009

International Domestic

8170

40

Note: Domestic Passenger numbers included Hopa Terminal Passengers

Tunisia

39

The privatization policies of the Government have pushed the economy forward over the past decade.

Tunisia has been getting increasingly popular as a holiday destination. The country, with its charming

beaches, attracts around 9.5 million tourists per annum.

Has 10.5 million young population, 23% of which is between ages 0-14 and 70% of which is between 15-

65.

40

Monastir International Airport (67% owned)(*)

TAV started to operate in January 1, 2008

Tunisia have potential to be the hub of Africa in near

future

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

preferred air transportation

TAV Tunisia SA started to provide services for

Enfidha Zine El Abidine Ben Ali International

Airport since December 2009

Selected as the Best Emerging Airport in Africa,

surpassing all other African airports.



Source: TAV Tunisie

Source: TAV Tunisie

* TAV sold 15% of shares of TAV Tunisie SA to IFC in 2009. and 18% of

shares to PAIDF in June 2010

2003 2004 2005 2006 2007 2008 2009

2.8

3.74.1 4.2 4.2 4.2

3.8

TUNIS AIR (%30)

NOUVELAIR TUNISIA(%20)

KARTHAGO AIRLINES(%6)

OTHER (%43)

Macedonia

41

Is an important crossroads of trade in Balkan Region

Adoption of visa liberalization for Macedonia in Dec 2009 has freed the traffic between Macedonia and

EU member states of 500 million population.

On the verge of joining the European Common Aviation Area (ECAA), which will lift the bilateral

agreements and boost the air traffic in the region.

42

Skopje and Ohrid International Airports (100% owned)

We are awarded the tender on September 2, 2008

TAV started to operate Skopje and Ohrid Airports in

March 1, 2010

The European Parliament’s adoption of the visa

liberalization for Macedonia on December 19, 2009

has opened a new era for Macedonian travel. The

removals of visa requirements have freed traveling

between Macedonia and 25 out of 27 EU member

states with 500 million citizens. 2005 2006 2007 2008 2009

Skopje Ohrid

593672 697 636


575

Austrian Airlines (%8)

Turkish Airlines (%5)

Adria Airways (%11)

Malev Airways (%9)

Croatia Airlines (%6)

Others (%61)

Air Traffic Movement per airline (Skopje-2009)

43

ATU Duty Free (50% owned)

ATU is the sole duty free operator at Istanbul

Ataturk, Ankara, Izmir, Tbilisi ,Batumi and Enfidha

Competitive concession fee paid to TAV for ATÜ-

operated shops in Ataturk Airport

ATÜ also pursues tenders outside TAV operations

Note: Figures imply 100% of ATU

Revenue (€m) Spend Per Pax (€)*

Financial Data

* 2007,2008 and 2009 duty-free spend per pax includes Istanbul, Ankara & Izmir;

while previous periods indicate Istanbul only

(€ m) 2006 2007* 2008* 2009* Change

Total Revenues 217.2 277.0 302.8 290.3 -4%

EBITDA 7.6 17.6 27.6 27,7 0%

EBITDA Margin 3.5% 6.4% 9.1% 9,5% -

Spend per pax (€) 15,7 14,8 15,8 14,7 -7%

2003 2004 2005 2006 2007 2008 2009

142166

188217

277303 290

2003 2004 2005 2006 2007 2008 2009

14,3

14,8 14,8

15,7

14,8

15,8

14,7

44

BTA Catering Services (67% owned)

BTA is the food and beverage operator at Istanbul

Ataturk (Int’l), Ankara, Izmir, Tbilisi and Batumi,

Monastir, Enfidha, Skopje and Ohrid

Total revenue increased by 2% in 2009

Concession fees: BTA pays c40% of its revenues

to TAV

Note: Figures imply 100% of BTA

* 2007 ,2008 and 2009 food & beverage spend per pax includes Istanbul, Ankara &

Izmir; while previous periods indicate Istanbul only

Revenue (€m) Spend Per Pax (€)*

Financial Data

* 2007 and 2008 food & beverage spend per pax includes Istanbul, Ankara & Izmir;

while previous periods indicate Istanbul only

(€ m) 2006 2007* 2008* 2009* Change

Total Revenues 35.0 50.3 58.1 59,1 2%

EBITDA 3.0 -0.2 3.5 6.5 n.m.

EBITDA Margin 8.6% n.m. 6.0% 11% -

Spend per pax (€) 2.4 1.8 2.1 2.0 -6%

2003 2004 2005 2006 2007 2008 2009

14,921,1

29,435

50,3

58,1 59,1

2003 2004 2005 2006 2007 2008 2009

1,31,5

1,9

2,4

1,8

2,1 2

45

Havaş Ground Handling (65% owned)*

Total revenue of Havas increased by 4% in 2009

Currently operating at 20 airports in Turkey

Havaş has been elected by THY as partner in the

TGS Ground Handling Services Inc. which

commenced its operations as of 01 January, 2010

Havaş purchased 50% shares of North Hub

Services as of 12 April, 2010

Revenue (€m) Aircrafts Handled (‘000)

Financial Data

Note: Figures imply 100% of HAVAS

*TAV signed a subscription & shareholders agreement with HSBC Investment

Bank Holdings Plc and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. on 16 October

2009 to establish a new company that TAV has 65% of the shares. The new

company will take over the whole shares of Havas.

(€ m) 2006 2007 2008 2009 Change

Total Revenues 99.5 108.1 120.6 125.9 4%

EBITDA 11.1 20.3 28.1 24.2 -1%

EBITDA Margin 11.2% 18.7% 23.3% 19.2% -

# Aircrafts handled

(‘000) 122.7 139.3 158.6 182.7 15%

2005 2006 2007 2008 2009

84,199,5

108,1120,6 125,9

38.8

46.8

1H09 1H10

HAVAS Only

21% 40,7

63,2

1H09* 1H10

TGS

55%

79,5

110,0

1H09 1H10

HAVAS+ TGS

38%

46

Dalaman

Bodrum

İzmir

Antalya

İstanbul

(AHL,ISG)

Gazipaşa

Konya

Ankara

Trabzon

Sivas

Muş

Urfa

Batman

Elazığ

Adıyaman

GaziantepAdana

Kayseri

Nevşehir

Zonguldak

Havaş & TGS Operation Map

47

North Hub Services

48

Other Services

Other services income mainly contains incomes

from maintenance, CIP lounge services, security

services and software sales.

TAV O&M (100%), incorporated in 2004

Commercial area allocations and maintenance

CIP / VIP

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

Airport IT services, software and hardware sales

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

Security service provider in Istanbul, Ankara and

Izmir, Gazipaşa

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

Revenue (€m) Revenue Breakdown ( 2009)

Financial Data

(€ m) 2006 2007 2008 2009 Change

Total Revenues 38.8 50.3 54.5 66.1 21%

EBITDA 6.7 -6.6 -1.7 19.6 n.m.

EBITDA Margin 17.3% n.m. n.m. 30% -

2006 2007 2008 2009

38,850,3 54,5

66,1TAV

O&M 39%

TAV IT 11%

TAV Security

11%

Holding 39%

4949

Page




Conclusion 50

50

Appendix

Macro Outlook

Share Performance

Revenue Sources

Concession Overview

Historic Overview

Developements in 2009,2010

IFRIC 12 & Cash Flow Hedge Accounting

Consolidated Financial Statements

Corporate Governance

Contact IR

51

2007 2008 2009 2010 2011 2012 2013 2014 2015 2009-2015

CAGR

TURKEY

GDP (US$, bn) 649 730 615 711 743 779 802 827 852 6%

GDP per capita (US$, 000) 9,4 10,5 8,7 10 10,3 10,6 10,8 11 11,2 4%

Population (mn) 68,9 69,7 70,5 71,4 72,3 73,2 74,2 75,1 76,1 1%

GDP based on PPP per capita (in dollars) 12,9 13,1 12,5 13,1 13,5 14,1 14,7 15,4 16,1 4%

GEORGIA

GDP (US$, bn) 10 13 11 11 12 13 14 15 16 6%

GDP per capita (US$, 000) 2,3 2,9 2,4 2,5 2,7 2,9 3,1 3,4 3,6 7%

Population (mn) 4,4 4,4 4,4 4,4 4,4 4,4 4,4 4,4 4,4 0%

GDP based on PPP per capita (in dollars) 4,7 4,9 4,8 4,9 5,1 5,5 5,9 6,3 6,7 6%

MACEDONIA

GDP (US$, bn) 7,9 9,6 9,2 9,4 9,9 10,6 11,3 12,1 13 6%

GDP per capita (US$, 000) 3,9 4,7 4,5 4,6 4,8 5,1 5,4 5,8 6,1 5%

Population (mn) 2 2,1 2,1 2,1 2,1 2,1 2,1 2,1 2,1 0%

GDP based on PPP per capita (in dollars) 8,6 9,2 9,2 9,4 9,8 10,4 11 11,6 12,1 5%

TUNISIA

GDP (US$, bn) 36 41 40 42 44 46 49 52 55 5%

GDP per capita (US$, 000) 3,5 4 3,9 4 4,1 4,3 4,5 4,8 5 4%

Population (mn) 10,2 10,3 10,4 10,5 10,6 10,7 10,8 11 11,1 1%

GDP based on PPP per capita (in dollars) 7,6 8 8,3 8,6 9 9,6 10,2 10,9 11,6 6%

Macro Outlook

Source: IMF World Economic Outlook April 2010

52

Traffic Outlook

5.3% CAGR in RPK

Turkey

World

11% CAGR in Passengers

2009-2013

2009-2029

2009-2028

2009-2012

2009 – 2023

World

World

World 2009-2018 4.6% - 2019-2028 4.8% RPK

5.3% CAGR in RPK

5.8% CAGR in RPK

53

Share Performance (as of September 7th, 2010)

Notes: Share figures in this page was prepared as of August 06, 2010.

Closing Price Market Cap Avg. Daily Volume Free Float Foreign Ownership

TL7.00 (US$4.61) US$ 1,677mn US$ 14m (YTD) 44% 80%

Share Price Performance

Weekly 1M 3M YTD Since IPO

TL 4% 5% 27% 48% -17%

USD 4% 4% 34% 46% -24%

Relative to ISE -100 2% 4% 14% 28% -42%

0,3

0,4

0,5

0,6

0,7

0,8

0,9

1,0

1,1

1,2

1,3

1,4

0

1

2

3

4

5

6

7

8

07

-09-1

0

14

-06-1

0

10-0

3-1

0

14

-12-0

9

14

-09-0

9

22

-06-0

9

25

-03-0

9

30

-12-0

8

25

-09-0

8

03

-07-0

8

08

-04-0

8

15

-01-0

8

17

-10-0

7

23

-07-0

7

30

-04-0

7Price ($)Relative

TAVHL ($) Relative to ISE-100

54

Revenue sources

Aeronautical Charges Non-aeronautical Charges

Passenger FeeGround

HandlingLanding Parking Fuel Duty Free F&B Car Park

Turkey

Istanbul

Esenboga

Izmir

Gazipasa

Tunisia

Enfidha

Monastir

Georgia

Tbilisi

Batumi

Macedonia

Skopje

Ohrid

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

ATU will start operations in Monastir starting from July 2014

BTA will start operations in Monastir starting from 2018

55

Airport Type/ExpireTAV

StakeScope

2009

Pax(mppa)

fee/pax

Int'l

fee/pax

dom.

Volume

Guarantee

Concession

FeeNet Debt*

Istanbul AtaturkConcession

(Jan. 2021)100% Int'l+Dom. 29,8

US$15 ,€ 5 (Transfer)

€ 3 No$140m/yr +

VAT €264m

Ankara EsenbogaBOT

(May 2023)100% Int'l+Dom. 6,1 €15 € 3

0,6 M. Dom. ,

0,75 Int'l for

2007+%5 p.a

- €112m

Izmir A.MenderesBOT

(Jan. 2015)100% Int'l 1,7 €15 -

1.0m Int’l for

2006 + %3 p.a.- €40m

GazipasaConcession

(July 2034)100% Int'l+Dom. - €5 TL4 No $50.000+VAT €16m

TbilisiBOT

(Feb. 2027)66% Int'l+Dom. 0,7 US$22 US$6 No - €30m

BatumiBOT

(Aug. 2027)60% Int'l+Dom. 0,07 US$12 US$7 No - -

Monastir&EnfidhaBOT+Concession

(May 2047)67% Int'l+Dom. 3,8 €9 €9 No

11-26% of

revenues from

2010 to 2047€341m

Skopje & OhridBOT+Concession

(March 2030)100%

Int'l+Dom.0,6

€17.5 in

Skopje,

€16.2 in

Ohrid

- No

15% of the

gross annual

turnover **€3m

(*) As of 30 June 2010 ,

** The concession fee is going to be 15% of the gross annual turnover until the number of passengers using the two airports reaches 1 million,

and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the number of passengers

TAV Gazipaşa shall make a yearly rent payent of US$ 50,000 + VAT as a fixed amount, until the end of the operation period;

as well as a share of 65% of the net profit to the DHMI.

56

Historic Overview

1997 1998 2000 2003 200620022001

January 2000

ATÜ began

operations

International

terminal building

completed c.8

months ahead of

schedule

June 2000

Concession

agreement

extended through to

2nd July 2005 in

return for a 30%

enlargement of the

int’l terminal

1999 20052004

Established under the

name of Tepe Akfen

Vie Yatirim Yapim ve

Isletme A.S.

TAV successfully

tendered for BOT

project for Istanbul

Atatürk Airport

(Concession deadline

May 7, 2004)

May 2004

BTA started operating the

Istanbul International

Airport Hotel

August 2004

Executed the BOT

agreement for Ankara

Esenboğa International

Airport (right to operate

through mid-2023)

September 2004

TAV O&M incorporated

June 2005

TAV won the tender for Ataturk Airport to

operate for 15.5 years (through 2nd Jan 2021)

July 2005

TAV acquired 60% of Havaş shares

TAV obtained control of the BOT for Izmir Adnan

Menderes Airport (right to operate through Jan

2015) through the acquisition of Havaş

August 2005

TAV IT became a separate entity

September 2005

TAV Urban Georgia LLC won the BOT tender for

the Tbilisi Airport (10.5 years operating contract)

with a 9.5-year extension granted in return for

the re-development of the Batumi Airport

March 2006

TAV Security became a separate entity

August 2006

Name changed to TAV Havalimanlari

Holding A.S.

September 2006

Completed the construction of Izmir

Adnan Menderes Airport’s international

terminal

October 2006

Ankara Esenboğa’s new domestic and

international terminals completed BTA was founded

2007

February 2007

IPO: TAV Havalimanlari Holding offered 44.56

million of its shares to public

March 2007

TAV won the tender to operate Monastir and Enfidha

Airports in Tunisia for 40 years

May 2007

TAV started to operate Batumi Airport

July 2007

TAV acquired remaining 25% of TAV Esenboga and

5% of TAV Izmir

August 2007

TAV is awarded the tender of Antalya-Gazipasa

Airport

November 2007

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

2008

January 2008

TAV started operating

Monastir Airport

March 2008

TAV Istanbul refinancing

April 2008

TAV Tunisie signed project

financing agreement

September 2008

TAV is awarded the tender

for Macedonian Airport

Infrastructure Development

57

Developments in 2009

January

February

March

April

May

June

July

August

September November

October December2009

30 January - 13 February 2009 – The shareholders exercised their pre-emptive rights stemming

from the 50% rights issue for 15 days

02 March 2009 – The consortium by TAV Airports and Skonto Buve LTD has been elected for the

partnership with the SJSC Riga International Airport Management.

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

International Finance Corporation (IFC) is signed by the parties.

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.

06 July 2009 – The negotiations with the potential investors have been started regarding the sale

of minority shares up to 40% of Havaş.

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

signed between HAVAŞ and Turkish Airlines is approved by the Competition Board.

13 July 2009 – Antalya Gazipaşa Airport wholly owned by TAV Airports Holding Co., via a lease of

25 years, is opened to receive flights.

58


06 October 2009 – SJSC Riga Int.Airport Tender is cancelled due changing economic conditions in

Latvia. Our Company started partnership negotiations with Air Baltic to operate a new Terminal in

Riga Airport

16 October - TAV signed a subscription & shareholders agreement with HSBC Investment Bank

Holdings Plc and Is Girisim Sermayesi Yatirim Ortakligıi A.Ş. on 16 October 2009 to establish a new

company (“the New Company”) as per the laws of the Republic of Turkey that our Company (TAV

Airports Holding, TAV Operational Services, TAV IT Services) has 65% of the shares, HSBC

Investment Bank Holdings has 28,33% and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. has 6,66%

of the shares. The new company will take over the whole shares of Havas.

09 November 2009 – A Joint Venture Agreement is signed between TAV Airports Holding Co.and

AL-RAJHI Holding Group which is established and has been operating in the Kingdom of Saudi

Arabia.

January

February

March

April

May

June

July

August

September November

October December2009

59


January March

2009 February April

May

June

July

August

September

October

November

December

07 December 2009 – TAV Tunisie SA started to provide services for Enfidha Zine El

Abidine Ben Ali International Airport

10 December 2009 – We have received the approval of the Competition

Authority regarding the transfer of Havas shares.

60


January March

2010 February April

May

June

July

August

September

October

November

December

25 January 2010 – Our company has received preliminary qualification to place a bid for the Male

Airport tender

1 March 2010 – TAV Macedonia DOOEL has taken over operations of the airports in Macedonia,

Alexander the Great in Skopje and St. Paul the Apostle in Ohrid, as of March 1, 2010.

5 March 2010 – An agreement concerning the sale of 18% minority shares of TAV Tunisie SA for

€39,690,000 to the Pan African Infrastructure Development Fund has been signed.

18 March 2010 – A our company (TAV Airports Holding Co., TAV Operations Services Co., TAV IT

Services Co.) possesses a 65% share, HSBC Investment Bank Holdings Plc a 28.3333% share and

Is Private Equity Investment Trust Inc. has a 6.6667% share in Havaş Airports Ground Handling

Investment Trust Co.

61


January March

2010 February April

May

June

July

August

September

October

November

December

1 April 2010 – Our company has decided to cooperate with another pre-qualified candidate,

Aeroports de Paris Management (ADPM), a subsidiary of Aeroports de Paris (ADP), in Male

International Airport project.

13 April 2010 – Havas purchased 50% shares of NHS for €3,250,000 in total.

9 June 2010 – TAV Airports Holding has signed a Memorandum of Understanding ("MOU") with the

the Latvian national airline AirBaltic.

14 June 2010 – The consortium formed by TAV Airports Holding, Saudi Oger Ltd., Al Rajhi Holding

Group, and Consolidated Contracting Company (CCC) have got the preliminary qualification for

Medina Int’l Airport tender.

30 June 2010 - A Memorandum of Understanding ("MOU") has been signed among TAV Airports

Holding Co., Sigma Group/PT Wira Cipta Sukses from Indonesia and the Indonesian Government

62


January March

2010 February April

May

June

July

August

September

October

November

December

1 April 2010 – Our company has decided to cooperate with another pre-qualified candidate,

Aeroports de Paris Management (ADPM), a subsidiary of Aeroports de Paris (ADP), in Male

International Airport project.1 July 2010 - BTA took over the operations of 5 F&B service points (Kantin, Beerport, Kokpit Cafe,

Kokpit Brasserie, Botanik Cafe) at the Istanbul Ataturk Airport Domestic Terminal from USAŞ Uçak

Servisi A.Ş. as of July 1st, 2010. With the take-over, BTA’s service points increased to 138.

31 August 2010 - The Corporate Governance Grade of our Company which was rated as 83.3 (8.5)

on 04.09.2009 was revised upwards to 90.35 (9.0) as of 31.08.2010, owing to the importance given

to Corporate Governance and consistent practice besides consideration of continuous betterment

and improvement activities of our Company.

6 September 2010 – With the amendment in Customs Law (#4458), Article #134 of, effective as of

September 6, 2010, restrictions applied to products which can be brought from abroad has been

relieved. Accordingly, maximum purchase limits applied to arriving international passengers have

also changed with the amendment, as ATU’s sales at international arrival terminals is subject to

Customs Law.

63

IFRIC 12

IFRIC 12 is a new application regarding to interpretation of most of existing standards in the IFRS for example, IAS

11-Construction Contracts, IAS 16-Property Plant and equipment, IAS 17-Leases, IAS 36-Impairment of Assets and

IAS 38-Intangible Assets.

IFRIC 12 Service Concession Arrangements was developed by the International Financial Reporting Interpretations

Committee. Effective date of the application is 1 January 2008.

•TAV Airports adopted IFRIC 12 in the consolidated financial statements for the first time as of 31 March 2008

retrospectively.

•IFRIC 12 affects P&L in terms of the decrease in aviation income (for the guaranteed passenger fees) and

depreciation expenses while the increase in financial income in accordance with such interpretation. “BOT assets” are

classified as “airport operation right” and “trade receivable” in the consolidated financial statements.

•It means the operator (TAV Airports) should account these investments as cost and book construction revenue (if a

mark-up on costs) on its financials instead of investments according to the completion of infrastructure throughout the

construction periods. Mark-up rates for TAV Izmir, TAV Esenboga, TAV Tbilisi, TAV Tunisia and TAV Gazipasa, which

are in the application of IFRIC 12 are assessed by the management as 0%, 0%, 15%, 5% and 0% during the

application periods, respectively.

•The remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made

for the operations of Ankara Esenboga Airport and Izmir Adnan Menderes Airport is represented as guaranteed

passenger fee receivable in the balance sheet as a result of IFRIC 12 application.

64

IFRIC 12

Airport operation right Added

Trade receivables Increase

Build-operate-transfer

(“BOT”) Investment Removed

The effect of adoption of IFRIC 12

Balance Sheet

(Assets)

Income

Statement

Construction revenue Added

Construction expenditure (-) Added

Aviation income Decrease (guaranteed pax fees)

Discount interest income Added

Depreciation and amortisation

expense (-) Decrease

65

Cash Flow Hedge Accounting

•Subsidiaries, TAV Istanbul, TAV Esenboga, TAV Izmir and TAV Tunisie enter into swap transactions in order to diminish exposure

to foreign currency mismatch relating to DHMI installments and interest rate risk to manage exposure to the floating interest rates

relating to loans used.

•100%, 68% and 100% of floating bank loans for TAV Istanbul, TAV Izmir and TAV Esenboga, respectively are fixed with financial

derivatives, 100% of floating senior bank loans for TAV Tunisie is fixed with financial derivative until 31 October 2009 and 85% of

floating senior bank loans for TAV Tunisie is fixed with financial derivative starting from 1 November 2009.

Sensitivity Analysis

A 10 percent strengthening/weakening of the EUR against

the following currencies at 30 June 2010 and 31 December

2009 would have increased/decreased “equity” and

“profit/loss” by the amounts shown below. This analysis

assumes that all other variables, in particular interest rates,

remain constant. The analysis is performed on the same

basis for FY2009.

Based on the Group’s current borrowing profile, a 50 basis

points increase in Euribor or Libor would have resulted in

additional annual interest expense of approximately EUR 3.7

million on the Group’s variable rate debt when ignoring effect

of derivative financial instruments. EUR 1.9 million of the

exposure is hedged through IRS contracts. Therefore, the

net exposure on income statement would be EUR 1.8

million. A 50 basis points increase in Euribor or Libor would

have resulted an increase in hedging reserve in equity

approximately by EUR 28.4 million and a 50 basis points

decrease in Euribor or Libor would have resulted an

decrease in hedging reserve in equity approximately by EUR

29.7 million.

Equity Profit or loss

Strengthening Weakening Strengthening Weakening

of EUR of EUR of EUR of EUR

30-Jun-10

USD (29.7) 36.3 (2.7) 2.7

TRL - - (6.0) 6.0

Other - - (0.4) 0.4

Total (29.7) 36.3 (9.1) 9.1

31-Dec-09

USD (26.0) 31.8 (0.2) 0.2

TRL - - (4.7) 4.7

Other - - (1.5) 1.5

Total (26.0) 31.8 (6.5) 6.5

66

Consolidated Income Statement

(Audited)

1H10

(Audited)

1H09Construction revenue 13.5 197.6

Total operating income 351.3 280.0

Sales of duty free goods 73.6 66.1

Aviation income 86.7 69.0

Ground handling income 66.1 46.6

Commission from sales of duty free goods 34.2 31.3

Catering services income 20.5 17.0

Other operating income 70.2 49.9

Construction expenditure (13.2) (188.3)

Operating expenses (293.6) (242.0)

Cost of catering inventory sold (8.0) (6.5)

Cost of duty free inventory sold (29.6) (26.4)

Cost of services rendered (18.0) (14.1)

Personnel expenses (101.1) (72.9)

Concession rent expenses (60.5) (70.1)

Depreciation and amortization expense (27.7) (18.4)

Other operating expenses (48.6) (33.6)

Operating profit 45.3 36.9

Finance income 14.0 7.9

Finance expenses (44.0) (38.6)

Profit before income tax 15.3 6.3

Income tax expense (8.5) (8.7)

Profit for the period from continuing operations 6.9 (2.5)

Attributable to:

Owners of the Company 8.5 (2.1)

Non-controlling interest (1.6) (0.4)

6.9 (2.5)

Other Financial Data:

Adjusted EBITDA * 85.4 56.3

Adjusted EBITDAR * 146.0 126.3

Summary Cash Flow Data:

Net cash provided by (used in):

Operating activities 63.4 6.5

Investing activities 86.6 (194.7)

Financing activities (138.0) (184.0)

Summary Balance Sheet Data: 30-June-10 31-Dec-09

Cash and cash equivalents 47.0 34.0

Restricted bank balances 267.0 313.8

Total assets 2,043.5 1,923.1

Bank loans 1,246.3 1,288.7

Total liabilities 1,527.3 1,510.1

Total equity 516.2 413.0

Net debt 932.3 940.8

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

67

Consolidated Balance Sheet

ASSETS (eop, € mn)(Audited)

1H10

(Audited)

FY09

Property and equipment 147,6 117,5

Intangible assets 39,5 41,3

Airport operation rights 725,8 723,0

Other investments 0,0 0,0

Goodwill 154,6 151,4

Prepaid concession expenses 142,6 107,4

Trade receivables 124,1 134,5

Due from related parties 0,1 -

Other non-current assets 3,2 8,9

Deferred tax assets 65,8 54,3

Total non-current assets 1.403,2 1.338,4

Inventories 13,0 11,4

Prepaid concession expenses 122,7 117,3

Trade receivables 80,5 62,0

Due from related parties 15,6 10,5

Derivative financial instruments 54,8 6,4

Other receivables and current assets 39,8 29,3

Cash and cash eHuivalents 47,0 34,0

Restricted bank balances 267,0 313,8

Total current assets 640,3 584,7

TOTAL ASSETS 2.043,5 1.923,1

68


EQUITY & LIABILITIES (eop, € mn) (Audited) 1H10(Audited)

FY09

EQUITY

Share capital 162,4 162,4

Share premium 220,3 220,3

Legal reserves 19,5 18,4

Other reserves 14,6 -

Revaluation surplus 2,2 2,3

Purchase of shares of entities under common control 40,1 40,1

Cash flow hedge reserve -42,4 -59,8

Translation reserves 4,0 -2,1

Accumulated losses -2,1 -9,2

Total equity attributable to equity holders of the Company 418,5 372,4

Non-controlling interest 97,7 40,6

0,0

Total Equity 516,2 413,0

69


LIABILITY (€ Million)(Audited)

1H10

(Audited)

FY09

LIABILITIES

Loans and borrowings 1.100,6 1.089,5

Reserve for employee severance indemnity 6,6 4,6

Due to related parties 20,3 19,1

Deferred income 20,0 14,3

Deferred tax liabilities 6,1 7,3

Total non-current liabilities 1.153,5 1.134,9

Bank overdraft 3,4 2,4

Loans and borrowings 142,3 196,8

Trade payables 37,3 29,3

Due to related parties 7,6 12,3

Derivative financial instruments 126,0 85,4

Current tax liabilities 13,9 1,4

Other payables 35,6 39,3

Provisions 3,7 2,7

Deferred income 4,0 5,7

Total current liabilities 373,8 375,2

Total Liabilities 1.527,4 1.510,1

TOTAL EQUITY AND LIABILITIES 2.043,5 1.923,1

70

Consolidated Cash Flow Statement

CASH FLOWS FROM OPERATING ACTIVITIES (Audited) 1H10 (Audited) 1H09

Profit / (Loss) for the period 6.9 (2.5)

Adjustments for:

Amortisation of airport operation right 16.0 9.5

Depreciation of property and equipment 9.1 6.6

Amortisation of intangible assets 2.7 2.3

Amortisation of prepaid concession rent 60.5 70.1

Provision for employment termination benefits 2.3 1.9

Provision set for doubtful receivables 0.3 0.1

Provision set for tax penalties - 0.4

Other provisions released (0.1) (0.0)

Discount on receivables and payables, net 0.0 0.2

Gain on sale of property and equipment (0.1) (0.1)

Impairment of property and equipment 6.6 -

Provision set for unused vacation 0.9 0.7

Provision set / (released) for slow moving inventory 0.1 (0.0)

Accrued insurance income (7.9) -

Income accrual (4.5) -

Interest income (5.6) (5.5)

Interest expense on financial liabilities 39.9 24.6

Income tax expense 8.5 8.7

Discount income from concession receivable (4.0) (2.4)

Unrealised foreign exchange differences on balance sheet items 11.6 15.3

Cash flows from operating activities 143.0 129.8

Change in trade receivables (18.8) (13.6)

Change in non-current trade receivables 14.3 13.3

Change in inventories (1.6) 0.2

Change in due from related parties (5.3) 1.3

Change in restricted bank balances 63.5 44.3

Change in other receivables and current assets 7.6 11.9

Change in trade payables 4.4 (0.4)

Change in due to related parties (3.5) (41.5)

Change in other payables and provisions 0.3 (2.6)

Change in other long term assets 5.8 1.4

Additions to prepaid concession expenses (97.5) (104.5)

Cash provided from operations 112.2 39.8

Income taxes paid (9.1) (1.2)

Interest paid (37.7) (31.4)

Retirement benefits paid (0.9) (0.7)

Net cash provided from operating activities 64.5 6.5

71

Consolidated Cash Flow Statement

CASH FLOWS FROM INVESTING ACTIVITIES 1H10 1H09

Interest received 4.4 5.1

Proceeds from sales of non-controlling interest in subsidiaries 141.7 -

Proceeds from sale of property and equipment and intangible assets 2.3 0.3

Acquisition of property and equipment (45.4) (13.2)

Additions to airport operation right (13.7) (186.4)

Acquisition of joint venture net of cash acquired (3.2) -

Acquisition of intangible assets (0.5) (0.5)

Net cash provided from / (used in) investing activities 85.4 (194.7)

CASH FLOWS FROM FINANCING ACTIVITIES 1H10 1H09

New borrowings raised 113.1 231.6

Repayment of borrowings (174.8) (116.7)

Change in restricted bank balances (24.7) 11.7

Non-controlling interest change (58.2) (0.1)

Change in revaluation surplus and translation reserves 6.1 -

Addition to / (repayment of) finance lease liabilities 0.5 (0.1)

Increase in share premium - 0.1

Increase in share capital - 57.5

Net cash (used in) / provided from financing activities (138.0) 184.0

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 12.0 (4.1)

CASH AND CASH EQUIVALENTS AT 1 JANUARY 31.6 20.7

CASH AND CASH EQUIVALENTS AT 30 JUNE 43.6 16.6

72

Dividend Policy

Under Turkish law, the distribution of profits and the payment of an annual dividend in respect of the preceding

financial year is recommended by our Board each year for approval by the shareholders at the annual general

meeting, which must be held within three months following the end of the preceding fiscal year.

Dividends are payable on a date determined at the annual general meeting of shareholders or on a date to be

determined by the Board if the general meeting of shareholders authorises the board to make such a decision.

Pursuant to the requirements of the CMB, listed companies should distribute dividends on a date no later than the

end of the fifth month following the end of the preceding fiscal year.

Distribution of dividends by listed companies can be made in the form of cash or bonus shares, or a combination of

both. Each share entitles its holder to the amount of dividend corresponding to its shareholding.

TAV Airports Holding has not distributed any dividends to shareholders, yet.

Although TAV Airports recorded a net profit in its 2009 financials, it did not distribute any dividends to its

shareholders due to accumulated loss in the TR-GAAP financials.

73

Corporate Governance Rating

The Corporate Governance Rating Report” for TAV Airpors made by RiskMetrics Group - Institutional Shareholder

Services (ISS), a global corporate governance rating company having the official authorization to do rating in accordance

with the Capital Markets Board (CMB) Corporate Governance Principles in Turkey.

Our company is rated with the grade 90.35 (9,0) in general average as per Corporate Governance Rating Report.

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

resolution of CMB.

The breakdown of corporate governance rating grades is stated below.

Sub-categories Weight Grade Grade assigned

Shareholders 0.25 9,05 9,0

Public Disclosure and Transparency 0.35 9,26 9,0

Stakeholders 0.15 9,54 9,5

Board of Directors 0.25 8,40 8,5

Total 1.00 9,03 9,0

74

Board of Directors

Board Member Positions within TAV Airports and other Companies

Hamdi Akın (Chairman)Chairman of Akfen Holding

Ali Haydar Kurtdarcan (Vice Chairman)Chairman of Tepe Construction Ind. Inc.

Dr. Sani Şener (Member and CEO)CEO of TAV Airports

İbrahim Süha Güçsav (Member)CEO of Akfen Holding

Abdullah Atalar (Member)Vice Chairman of Bilkent Holding

Önder Sezgi (Member)Financial Affairs and Audit Director of Bilkent Holding

Ahmet Ersagun Yücel (Member)General Secretary of TAV Airports

Dr. Cem Kozlu (Independent Board Member)Independent Board Member

Pierre de Champfleury ( Independent Member )Independent Board Member

75

Management Team

Positions within TAV Airports

CEODr. Sani Şener Chief Executive Officer (CEO)

Senior Management

Murat Uluğ Chief Financial Officer (CFO)

Serkan Kaptan Business Development Director

Özlem Tekay Human Resources Director

Altuğ Koraltan Internal Audit Director

Deniz Aydın Financial Affairs Director

Murat Örnekol Operations Director

Haluk Bilgi Business Development Director (Subsidiaries)

Waleed Youssef Strategy Director

Ersagun Yücel General Secretary

Banu Pektaş Legal Counsel

Airport GMs

Kemal Ünlü GM, TAV Istanbul

Erkan Balcı GM, TAV Izmir

Nuray Demirer GM,TAV Esenboga

Ersel Göral GM, TAV Tunisie

Mete Erkal GM, TAV Georgia

Service Companies GMs

Ersan Arcan GM, ATU

Sadettin Cesur GM, BTA

Müjdat Yücel GM, HAVAS

Levent Güler GM Deputy, TAV Security

Binnur Onaran GM, TAV IT

Eda Bildiricioğlu GM, TAV O&M

76

For further information, please visit http://ir.tav.aero,

e-mail [email protected]

or call +90-212-465-55-55 (x2120)

TAV Airports Holding Co.

Istanbul Ataturk Havalimanı Dış Hatlar Terminali

34149 Yesilkoy, Istanbul

Nursel İLGEN, CFA

Head of Investor Relations

[email protected]

Tel :+90 212 465 5555 / 2122

Fax : +90 212 465 3100

Burcu GÜNHAR

Investor Relations Associate

[email protected]

Tel :+90 212 465 5555 / 2123

Fax : +90 212 465 3100

Besim MERİÇ

Investor Relations Associate

[email protected]

Tel :+90 212 465 5555 / 2124

Fax : +90 212 465 3100

TAV Investor Relations

http://ir.tav.aero/

mailto:[email protected]








77

Disclaimer

This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV Havalimanlari

Holding A.Ş. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this

document or referred to in such other written or oral information will form the basis of any contract.

The information used in preparing these materials was obtained from or through the Company or the Company’s representatives or from

public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its

accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the

information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no

responsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to

the accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made

available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability

for, or remedy in respect of fraudulent misrepresentation by the Company.

This presentation contains forward-looking statements. These statements, which may contain the words “anticipate”, “believe”, “intend”,

“estimate”, “expect” and words of similar meaning, reflect the Company’s beliefs, opinions and expectations and, particularly where such

statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that

may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other

market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely

affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the

date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any

forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in

events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future

performance. As a result, you are cautioned not to place reliance on such forward-looking statements.

Information in this presentation was prepared as of September, 2010.

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