TAV Presentation FY08 30March09 · 5 Developments in 2008 January February March April May June...

0

TAV Airports HoldingFY 2008 Financial Results

30 March 2009

1

Page

8TAV Airports – Financial Overview

15TAV Airports – Operations

1TAV Airports – Overview

2

TAV Airports Overview

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

Commercial areaallocationsCIP / VIP

TAV IT (97%): Airport IT services

TAV Security(67%):

Security service provider in Istanbul, Ankara and Izmir

Airports Duty Free Food and Beverage

Ground Handling Other

TurkeyIstanbul Ataturk Airport (100%),

Ankara Esenboğa Airport (100%),

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

Gazipasa Airport (1)

(100%)

GeorgiaTbilisi International Airport(66%) and Batumi Airport

TunisiaMonastir and Enfidha Airports (2) (100%)

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

ATÜ (50%)Largest duty free operator in Turkey

Partner with Unifree– leading German travel retailer (Travel Value)

BTA (67%)Total seating capacity of 10,500 in Turkey andGeorgiaOperates Istanbul Airport Hotel (85 rooms)

Bakery & pastry factory serving in Turkey

€377m

Rev

enue

s20

08(5

)

€151m €55m€58mNotes: (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)

Havaş (100%)Traffic, ramp and cargo handling

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

Operates in 18airports in Turkey including Istanbul, Ankara, Izmir and Antalya

€121m

3

Ownership Structure

Founding shareholders

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

2. Akfen – holding company operating in the construction, tourism, foreign trade, insurance and natural gas sector

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

4. Goldman Sachs International *5. Babcock & Brown – infrastructure fund6. Other Non-floated7. Free Float (38.37%)

a) Global Investment House – a Kuwait based fund (4.84%)

b) Airports International (10.1%)c) IDB Infrastructure Fund (3.62%) d) Other Free Float (19.81%)

Shareholder Structure

Other shareholders

* 52,312,500 of the shares owned by Goldman Sachs that correspond to 14.4% of our issuedand outstanding share capital have been provided by Tepe, Akfen Holding and Sera toGoldman Sachs as collateral and the title of those shares have been transferred to GoldmanSachs for this purpose. A pledge granted by Goldman Sachs in favour of Tepe, Akfen Holding and Sera 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 (exceptfor acquiring gratis shares under any share capital increase) belong to Tepe, Akfen Holding and Sera.

18,86%

16,03%

2,83%

14,40%2,30%7,21%

4,84%

10,10%

3,62%

19,81%

7-d 1

2

3

4(*)56

7-c

7-b

7-a

4

Developments in 2008

January

February

March

April

May

June

July

August

September November

October December

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

30 May 2008 – We have been awarded the PQ for the tender of airports in Macedonia.

2008

30 July 2008 – TAV has submitted a prequalification application for the tender of SJSC Riga International Airport.

5


January

February

March

April

May

June

July

August

September November

October December

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

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

31 Ocober 2008 – The ownership stake of TAV Airports Holding in TAV Urban Georgia LLC has increased from 60% to 66%

4 November 2008 – Ataturk Airport expansion project has been signed between TAV Istanbul and State Airport Authority (DHMI)

2008

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

6


January

February

March

April

May

June

July

August

September November

October December

26 January 2009 – The consortium by TAV Airports and Skonto Buve LTD bid for the SJSC Riga International Airport tender in Latvia

2009

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.

7

Traffic Performance

TAV Passenger Figures (million pax)

1%13.214%13.111.512.411.1Izmir A.Mend. (int’l)

6%8%7%

28%-2%

4%9%6%6%9%8%%

139.0216.0355.013.934.6

36.413.750.1

100.9142.5243.42007

83.2171.2254.410.027.9

23.310.633.959.2

112.3171.52004

110.7188.0298.711.231.1

29.110.739.880.8

123.4204.22005

139.7229.1368.816.433.6

38.912.251.199.1

155.4254.52008

4%330.4TAV Total 6%199.3Int’l

2%47.4Ankara Esenboga-11%12.5Int’l

7%34.9Dom.

-3%35.2Monastir Airport18%10.8Georgia (inc. Batumi)

-2%95.0Dom.9%130.5Int’l5%225.5Istanbul Ataturk

0%131.1Dom.

%2006Airports

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

TAV Air Traffic Movements (‘000)

-1%4.21%4.24.24.13.7Monastir Airport

7%9%8%

16%

10%10%7%9%6%

12%9%%

13.221.434.6

0.7

1.63.61.35.09.6

13.623.22007

7.616.924.5

0.4

1.52.21.13.35.4

10.215.62004

10.119.329.4

0.5

1.72.61.23.87.5

11.819.32005

13.722.235.9

0.8

1.74.41.25.79.2

14.323.52008

4%32.0TAV Total 4%19.6Int’l

15%4.5Ankara Esenboga-8%1.2Int’l23%3.3Dom.6%1.5Izmir A.Mend. (int’l)

21%0.6Georgia (inc. Batumi)

-4%9.1Dom.5%12.2Int’l1%21.3Istanbul Ataturk

4%12.4Dom.

%2006AirportsIn 2008 (January-December period)

Passenger:35.9 million total passenger, 4% growth (14.3 million int’l passenger in Istanbul Ataturk Airport, 5% growth)

Total int’l passenger traffic grew 4%

4% growth in domestic passenger traffic

Air Traffic Movement:369 thousand ATM, 4% growth

Int’l ATM grew 6%

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Page




9

Operational Performance

19%16%(9%)n.m.78%n.m.n.m.

-41%

-129%25%

∆ y-o-y

-------

47.3%296.822.4%140.8627.3

2008 **

9,473678.4322.5

(106.9)120.313.4

(43.8)39.5%189.310.1%48.5

479.0

2007

-------

42.9%217.815.2%77.0

507.5

2007 **

-11,223Average number of employees-785.0Net Debt-294.0Shareholders’ Equity-11.7Free Cash Flow-214.6Capex-226.3Cash flow from operations-4.7Net Income (Loss)-44.7%EBITDAR margin

36%267.2EBITDAR-18.6%EBITDA margin

83%111.2EBITDA24%597.7Revenues

∆ ∆ y-o-y2008(in million €)*

€4.7 million net profit for the year ended December 31, 2008.

Cash flow from operating activities reached €226 million during the period, the highest level in the company’s history.

(*) 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

10

Operational Performance

Continuing revenue growth:Consolidated adjusted revenue increased by 24% to €627 million (IFRS: €598 million) in 2008

Improving operational performance:Adjusted EBITDAR increased by 36% to €297 million, implying 47.3% margin

Swinging to a net profit:Reported €4.7 million net profit in 2008, compared to €43.8 million net loss in 2007

EBITDAR (€m)

Consolidated Revenue (€m)

2007 2008 2007 * 2008 *

598 627y-o-y +24%

479

2007 2008 2007 * 2008 *

34

218

297y-o-y +36%267

189

Net Income (Loss) (€m)

4.7

-43,8

2007

2008

508

y-o-y +25%

* Adjusted by including guaranteed pax fee revenues

y-o-y +41%

* Adjusted by including guaranteed pax fee revenues

11

Revenue Profile

TAV Airports Revenues

Total consolidated revenues increased by 25% to € 598 million in 2008.

Including guaranteed passenger fee revenues from airports in Ankara and Izmir, adjusted revenues increasedby 24% to €627 million in 2008.

25%

22%8%

63%15%

9%23%

108%7%22%

Change

66%115708641Others7%262244262244Istanbul20%377314347285Airports

15%58505850BTA9%151138151138ATU (50%)23%384313384313Services

24%627508598479Consolidated-134-119-134-119Eliminations

21%761627732598Total8%54505450Others

63%1217412174Havas (60%)(*)

Change2008 **2007 **20082007(€ million)

(*) Fully consolidated for 4Q07 and 2008 while 60% proportionally consolidated before(**) Adjusted by including guaranteed pax fee revenues from airports in Ankara and Izmir

12

EBITDAR Build-up

Adjusted revenues increased by 24% to € 627million (IFRS:€ 598 million) in 2008

Aviation operations (including ground handling), account for 42% of total operating income and non-aviation operations account for 58% of total operating income in 2008.

Operating expenses increased by 13% to €521million in 2008

Adjusted EBITDA: reached €141 million in 2008, which was €77 million in 2007.

Concession rent expenses increased by 11%to €156 million in 2008, due to the concessionpayment for Monastir Airport

Adjusted EBITDAR rose by 36% to €297million in 2008, implying 47.3% margin.

Rev

enue

s

Ope

x

EBIT

D&

A

Con

c. e

xp.

EBIT

DA

R

Non

-avi

atio

nA

viat

ion

265

362

521

10635

156 297

2008 EBITDAR Build-up (€m)

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

13

EBITDAR Profile

TAV Airports EBITDAR (*)

Adjusted EBITDAR rose by 36% to €297 million in 2008, implying 47% margin.

Istanbul has a good like-for-like EBITDAR track record

41%

43%n.m.

137%n.m.57%n.m.n.m.7%30%

Change

n.m.602030-8Others7%192180192180Istanbul26%252200222171Airports

n.m.3030BTA57%149149ATU (50%)n.m.44144414Services

36%297218267189Consolidated1414Eliminations

38%295214266185Totaln.m.-2-7-2-7Others

137%28122812Havas (60%)(**)

Change2008 **2007 **20082007(€ million)

(*) EBITDAR figures for Istanbul and Tunisie include concession rent expense(**) Fully consolidated for 4Q07 and 2008 while 60% proportionally consolidated before

14

2008 Financial Summary

TAV Airports Consolidated– 2008

(*) EBITDAR figure is used for Istanbul and Tunisie(**) Fully consolidated for 4Q07 and 2008 while 60% proportionally consolidated before

13469%2942Tunisie0-00Batumi

2132%310Tbilisi (60%)

2-134Eliminations78539%295761Total197--255Others

11935%1234Ankara6554%1630Izmir

3-00Gazipasa

22973%192262Istanbul57167%252377Airports

16%458BTA209%14151ATU (50%)

21411%44385Services

78547%297627Consolidated

-423%28121Havas (**)

Net DebtEBITDAR(*) MarginEBITDAR(*)Revenues(€ million)

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

15

Page




16

Istanbul Atatürk Airport (100% owned)

Largest in the region

Main hub and home base for Turkish Airlines

Fastest growing airport in Europe

5% YoY int’l passenger volume growth in 2008

Revenue of €262 million in 2008, up 7%

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

Revenue (€m)

THY (58%) Atlas Jet (16%)

Onur Air (23%) Others (3%)

Domestic International

THY (%47) Atlas Jet (2%)

Luf thansa (4%) Onur Air (2%)

KTHY (2%) Others (43%)Source: DHMİ

Passengers per airline (2007)

Source: DHMI, Terminal passenger figures exclude transit passengers

23.523.221.3

19.315.612.1

2003 2004 2005 2006 2007 2008

International Domestic

14% CAGR 2003-08

0

50

100

150

200

250

300

2003 2004 2005 2006 2007 2008

12% CAGR 2003-08y-o-y +7%

y-o-y +1%

Passenger traffic 2003-2008 (m)

17

Ankara Esenboga Airport (100% owned)

Newest in the region

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.

Revenue (€m)Passengers per airline (2007)


THY (64%)Pegasus (15%)Lufthansa (3%)Onur Air (2%)KTHY (2%)Atlas Jet (5%)Others (9%)

Source: DHMI

+15%CAGR

5.75.0

4.53.83.32.8

2003

2004

2005

2006

2007

2008


y-o-y 15%

Source: DHMI

18

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

Revenue (€m)Passengers per airline (2007)

Passenger traffic 2003-2008 (m) (*)

Source: DHMI

Sun Express (30%)Onur Air (12%)Atlas Jet (3%)Pegasus (9%)Lufthansa (7%)KTHY (6%)THY (3%)Others (30%)

1.71.61.51.7

1.51.4

2003

2004

2005

2006

2007

2008

y-o-y +6%

Source: DHMI(*) International passengers only

19

Tbilisi International Airport (66% owned)

Operations in new terminal commenced in February 7, 2007.

Capturing 98% of all air traffic in Georgia

Capital city of Georgia with promising business opportunities

Capacity: 2.8 million passengers per year

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

Passenger traffic 2003-2008 (‘000)

Georgian Airways (31%)

THY (17%)

Lufthansa (9%)

Azal (7%)

Austrian Airlines (5%)

Air Baltic (4%)

Others (27%)Source: Georgian Civil Aviation Authority

318402

547 567 616

2003

2004

2005

2006

2007

2008


y-o-y +16%

Source: Georgian Civil Aviation Authority

+18%CAGR

715

20

Batumi International Airport (60% owned)

Operations in the terminal commenced in May 26, 2007.

Second biggest city of Georgia with strategic importance

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

Passenger traffic 2007-2008 (‘000)

81

40

2007

2008



Georgian Airways (14%)

THY (69%)

JSC TAM AIR (16%)

South Airlines (1%)


21

Monastir International Airport (100% owned)

4.24.24.24.13.72.8

2003

2004

2005

2006

2007

2008

International + Domestic

TAV started to operate in January 1, 2008

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

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

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

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

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


Source: TAV Tunisie

y-o-y -1%

Tunis Air (26%)

Nouvelair Tunusia (22%)

Karthago Airlines (6%)

Air Berlin (5%)

Others (41%)

Source: TAV Tunisie

+8%CAGR

22

ATU Duty Free (50% owned)

ATU is the sole duty free operator at Istanbul Ataturk, Ankara, Izmir, Tbilisi and BatumiCompetitive concession fee (~43%) paid to TAV for ATÜ-operated 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) in Ankara EsenbogaATÜ also pursues tenders outside TAV operations

Spend per pax (€)*

Note: Figures imply 100% of ATU

Revenue (€m)

Financial Data

14.86.4%17.6

277.02007*

57%27.67.6EBITDA9%302.8217.2Total Revenues

4%15.416.0Spend per pax (€) -9.1%3.5%EBITDA Margin

Change2008*2006(€ m)

14.814.814.816.0 15.4

14.3

2003 2004 2005 2006 2007 20082003 2004 2005 2006 2007 2008

188217

277

y-o-y +9%

166142

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

303

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

23

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, reflectingthe 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 €2.0in 2008. BTA is in negotiations to provide in-flight catering operations within the local market

Spend per pax (€)*

1.8

n.m.-0.250.3

2007*

n.m.3.53.0EBITDA15%58.135.0Total Revenues

14%2.02.4Spend per pax (€)

-6.0%8.6%EBITDA Margin

Change2008*2006(€ m)

2003 2004 2005 2006 2007 2008

2003 2004 2005 2006 2007 2008

29.435.0

50.3

y-o-y +15%

1.82.4

1.9

Note: Figures imply 100% of BTA

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

21.114.9

1.31.6

Revenue (€m)

Financial Data

58.12.0

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

24

Havaş Ground Handling (100% owned)(*)

122.7

58.5

139.3

2005 2006 2007 2008

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

Currently operating at 18 airports in Turkey

Formed strategic partnership with Cyprus TurkishAirlines (KTHY) to undertake ground handlingoperations in Nothern Cyprus (Ercan Airport)

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

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

Financial Data

139.3

18.7%20.3

108.12007

39%28.111.1EBITDA12%120.699.5Total Revenues

14%158.6122.7# Aircrafts handled (‘000)

-23.3%11.2%EBITDA Margin

Change20082006(€ m)

2005 2006 2007 2008

84.199.5

y-o-y +12%

Note: Figures imply 100% of HAVAS

108.1

y-o-y +14%

158.6

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

120.6

25

Other Services

Other services income mainly contains incomesfrom maintenance, CIP lounge services, securityservices 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

Revenue Breakdown (2008)

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

17.3%6.7

38.82006

n.m.-6.650.32007

n.m.-1.7EBITDA8%54.5Total Revenues

-n.m.EBITDA Margin

Change2008(€ m)

2006 2007 2008

38.8

y-o-y +8%

50.3

Revenue (€m)

54.5

Financial Data

TAV O&M44%

TAV Holding

30%

TAV IT14%

TAV Security

12%

26

Appendix

Consolidated Income Statement

Cash Flow Hedge Accounting

Consolidated Balance Sheet

IFRIC 12

Concession Overview

Consolidated Cash Flow Statement

Historic Overview

Share Performance

27

Share Performance (as of March 30, 2009)

Market Performance

15%-1%10%YTD

12%-3%8%3M

-42%-70%-64%Since IPO

-6%-7%-5%Weekly

Share Price Performance

-6%2%0%1M

Relative toISE-100USDTL

Avg. Daily Volume US$ 3.2 mn (last 3 months)

Free Float 38.37%

Foreign ownership 80.7% of free float

Closing Price TL 2.80 (US$ 1.65) per share

Market Cap US$ 600 mn

Notes: Share figures in this page was prepared as of 30 March 2009.

0

12

34

56

78

30-0

3-09

16-0

2-09

05-0

1-09

17-1

1-08

03-1

0-08

19-0

8-08

08-0

7-08

27-0

5-08

11-0

4-08

29-0

2-08

18-0

1-08

04-1

2-07

22-1

0-07

07-0

9-07

26-0

7-07

14-0

6-07

03-0

5-07

21-0

3-07

Relative

0,30,40,50,60,70,80,91,01,11,21,31,4 Price ($)

TAVHL ($) Relative to ISE

5

10

15

20

25

30

35

30.0

3.09

16.0

2.09

05.0

1.09

17.1

1.08

03.1

0.08

19.0

8.08

08.0

7.08

27.0

5.08

11.0

4.08

29.0

2.08

18.0

1.08

04.1

2.07

22.1

0.07

07.0

9.07

26.0

7.07

14.0

6.07

03.0

5.07

21.0

3.07

Volume ($m)

0

12

3

4

56

7

8 Price ($)

28

Concession Overview

(*) As of 31 December 2008

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

Pax (mppa)Fee/paxIntern’l

Fee/paxdomesticAirport

Concession(2021) Intl + dom $169m/yr €229m23.5 US$15 €3Istanbul

Ataturk

BOT(2023) Intl + dom - €119m5.7 €15 €3Ankara

Esenboga

BOT(2015) Intl - €65m1.7 €15 -Izmir A

Menderes

BOT(2027) Intl + dom - €21m0.71 US$22

(+ 2% p.a.) US$6Tbilisi

Volume guarantee

No

0.6m Dom.0.75 Int’l for 2007 + 5%

p.a.

1.0m Int’l for 2006 + 3%

p.a.

No

TAV stake

100%

100%

100%

66%

BOT + concession

(2047)Intl + dom

11-26% of revenuesfrom2010 to 2047

€134m4.2 €8.25 in 2008€9 in 2009

€8.25 in 2008€9 in 2009

Monastir&

EnfidhaNo100%

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

29

Historic Overview

1997 1998 2000 2003 200620022001

January 2000ATÜ began operationsInternational terminal building completed c.8 months ahead of schedule

June 2000Concession 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 AkfenVie Yatirim Yapim veIsletme A.S.TAV successfully tendered for BOT project for Istanbul Atatürk Airport(Concession deadline May 7, 2004)

May 2004BTA started operating the Istanbul International Airport Hotel

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

September 2004TAV O&M incorporated

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

July 2005TAV acquired 60% of Havaş sharesTAV obtained control of the BOT for Izmir AdnanMenderes 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 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 2006TAV Security became a separate entity

August 2006Name changed to TAV HavalimanlariHolding A.S.

September 2006Completed the construction of Izmir Adnan Menderes Airport’s international terminal

October 2006Ankara Esenboğa’s new domestic and international terminals completedBTA was founded

2007

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

March 2007TAV won the tender to operate Monastir and EnfidhaAirports in Tunisia for 40 years

May 2007TAV started to operate Batumi Airport

July 2007TAV acquired remaining 25% of TAV Esenboga and5% of TAV Izmir

August 2007TAV is awarded the tender of Antalya-GazipasaAirport

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

2008

January 2008TAV started operating Monastir Airport

March 2008TAV Istanbul refinancing

April 2008TAV Tunisie signed project financing agreement

September 2008TAV is awarded the tender for Macedonian Airport Infrastructure Development

30

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 troughtout the construction periods. Mark-up rates for TAV İzmir, TAV Esenboğa, TAV Tbilisi and TAV Tunisia, which are in the application of IFRIC 12 are assessed by the management as 0%, 0%, 15% and 5% during the application periods, respectively.

The remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made for the operations of Ankara Esenboğa Airport and İzmir Adnan Menderes Airport is represented as guaranteed passenger fee receivable in the balance sheet as a result of IFRIC 12 application.

31

IFRIC 12

RemovedBuild-operate-transfer (“BOT”) Investment

IncreaseTrade receivables AddedAirport operation right

The effect of adoption of IFRIC 12

Balance Sheet (Assets)

Income Statement

Decrease (guaranteed pax fees)Aviation income

AddedDiscount interest income

DecreaseDepreciation and amortisation expense (-)

AddedConstruction expenditure (-)AddedConstruction revenue

32

Cash Flow Hedge Accounting

Subsidiaries, TAV İstanbul, TAV Esenboğa and TAV İzmir 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%, 100%, 80% and 100% of floating bank loans for TAV İstanbul, TAV Tunisie, 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.

180,713-Total831,833-Other

3,434,629-TRY(4,085,749)-USD

31 December 2007

1,591,55833,310,535Total2,531,786-Other4,212,636-TRY

(5,152,864)33,310,535USD31 December 2008

Profit or lossEquity

Sensitivity Analysis

A 10 percent strengthening of the EUR against the following currencies at 31 December would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2007.

Based on the Group’s current borrowing profile, a 50 basis points increase in Euribor or Libor would have resulted in additional annual interest expense of approximately EUR 1 million on the Group’s variable rate debt when ignoring effect of derivative financial instruments. EUR 0.6 million of the exposure is hedgedthrough IRS contracts. Therefore, the net exposure on income statement would be EUR 0.4 million. A 50 basis points increase in Euribor or Libor would have resulted a decrease in hedging reserve in equity approximately by EUR 21 million.

33

Consolidated Income Statement

(0.1821)0.0193Income / (loss) per share – basic 240,717,076242,187,500Weighted average number of shares outstanding

(43,836,419)4,667,741Profit / (loss) for the period(121,940)608,919Minority interest

(43,714,479)4,058,822Equity holders of the Company

Attributable to:(43,836,419)4,667,741Profit / (loss) for the period

4,745,4453,434,844Income tax benefit (48,581,864)1,232,897Profit / (loss) before income tax(67,973,470)(84,580,204)Net finance expense(84,851,337)(103,010,045)Finance expenses

16,877,86718,429,841Finance income19,391,60685,813,101Operating profit

(86,914,049)(75,755,017)Other operating expenses(30,103,199)(34,891,411)Depreciation and amortisation expenses

(140,789,005)(155,950,811)Concession rent expenses(113,294,400)(145,902,809)Personnel expenses

(22,578,695)(36,874,795)Cost of services rendered(56,040,406)(58,811,314)Cost of duty free inventory sold

(10,890,429)(13,220,873)Cost of catering inventory sold(52,941,288)(189,747,858)Construction expenditure

20,305,19623,953,081Other operating income458,723,597573,779,658Operating revenue

53,914,284199,235,250Construction revenueRestated 20072008(€ million)

34


1,475,404,0541,630,889,452TOTAL ASSETS

570,694,420594,108,096Total current assets248,683 -Investments held for trading

257,520,816254,097,284Restricted bank balances

64,652,43359,572,792Cash and cash equivalents43,579,33146,732,857Other receivables and current assets

-32,257,634Derivative financial instruments4,702,8977,019,918Due from related parties

49,883,34655,968,143Trade receivables140,797,438128,688,749Prepaid concession expenses, current portion

9,309,4769,770,719Inventories904,709,6341,036,781,356Total non-current assets21,157,80837,366,642Deferred tax assets24,788,45414,891,066Other non-current assets

-8,140,329Non-current due from related parties179,431,221156,306,856Non-current trade receivables

154,155,439120,285,515Prepaid concession expenses, non-current portion131,564,539131,564,539Goodwill

1,235,34824,238Other investments295,835,595454,306,163Airport operation right

30,395,63632,679,835Intangible assets66,145,59481,216,173Property and equipment

ASSETS

Restated 31 December 2007 31 December 2008 (€ million)

35


337,468,308309,039,300Total Equity14,986,68015,017,194Minority interest

322,481,628294,022,106Total equity attributable to equity holders of the Company(56,584,597)(56,688,149)Accumulated losses

343,039(872,551)Translation reserves

-(31,301,803)Cash flow hedge reserve40,063,86040,063,860Purchase of shares of entities under common control

3,007,5392,665,932Revaluation surplus10,559,03915,062,069Legal reserves

220,182,481220,182,481Share premium104,910,267104,910,267Share capital

EQUITY

Restated31 December 2007 31 December 2008 (€ million)

36


1,475,404,0541,630,889,452TOTAL EQUITY AND LIABILITIES

1,137,935,7461,321,850,152Total Liabilities

345,589,713409,966,569Total current liabilities9,364,3556,665,623Deferred income

11,533,5603,762,121Provisions

18,014,08125,299,953Other payables1,487,6982,488,341Current tax liabilities

17,144,78069,699,812Derivative financial instruments29,298,69952,428,667Due to related parties

22,007,74927,543,307Trade payables 234,768,093 220,234,320Loans and borrowings

1,970,6981,844,425Bank overdraft792,346,033911,883,583Total non-current liabilities

4,581,2035,752,448Deferred tax liabilities-75,022Long term trade payables

19,068,15016,659,877Deferred income-9,591,944Due to related parties

4,884,1073,247,519Reserve for employee severence indemnity763,812,573876,556,773Loans and borrowings

Restated31 December 2007 31 December 2008

(€ million)

LIABILITIES

37


(€ million)

187,040,759272,672,465Cash flows from operating activities7,203,279-Marked to market valuation of derivative instruments

(4,745,445)(3,434,844)Income tax benefit

55,257,88169,068,363Accrued interest expense on financial liabilities-(289,393)Accrued interest expense

(18,480,348) 16,828,426Unrealised foreign exchange differences on balance sheet items(97,767)135,864Addition / (Reversal) of provision for slow moving inventory

1,256,739713,239Accrual for unused vacation-318,277Impairment of property and equipment

-(448,847)Gain on sale of property and equipment112,80641,733Discount on receivables and payables, net

-55,195Other provisions set9,248,823(2,900,918)(Reversal of) / provision for tax penalties

(676,397)-Reversal of provision for doubtful receivables46,458736,615Provisions set for doubtful receivables

723,817532,968Provision for employment termination benefits10,135,128-Non-recoverable VAT related to concession payments

140,789,005151,756,635Amortisation of concession asset2,583,1134,119,224Amortisation of intangible assets

8,588,49011,673,655Depreciation of property and equipment18,931,59619,098,532Amortisation of airport operation right

Adjustments for:(43,836,419)4,667,741Profit / (loss) for the period

Restated 20072008CASH FLOWS FROM OPERATING ACTIVITIES

38


Restated 20072008(€ million)

13,385,021226,319,746Net cash provided from operating activities (990,213)(1,187,169)Retirement benefits paid

(50,058,532)(71,603,765)Interest paid

(2,371,559)(7,605,088)Income taxes paid

66,805,325306,715,768Cash generated from operations(7,801,633)(38,605,549)Change in VAT portion of prepaid rent

(107,355,756)(95,196,116)Additions to prepaid concession expenses

(2,093,673)28,396,308Change in other long term assets

1,420,715(2,631,291)Change in other payables and provisions

(16,023,619)32,721,912Change in due to related parties

(25,977,895)(5,153,312)Change in trade payables

(7,852,633)18,453,605Change in other receivables and current assets

5,056,392104,994,275Change in restricted bank balances

(108,694)(10,457,349)Change in due from related parties

2,190,048(597,107)Change in inventories

24,476,03323,124,365Change in non-current trade receivables

13,835,281(6,756,180)Change in trade receivables

-(14,250,258)Change in derivative instruments

39


(€ million)

(196,229,884)(213,234,031)Net cash used in investing activities (1,267,225)(5,821,624)Acquisition of intangible assets

(101,552,254)(177,959,052)Additions to airport operation right

(17,444,906)(30,832,563)Acquisition of property and equipment571,7401,130,525

Proceeds from sale of property and equipment and intangible assets and correction of airport operation right

(76,446,285)-Acquisition of subsidiary net of cash acquired(90,954)248,683Net change in investments held for trading

Restated 20072008CASH FLOWS FROM INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

62,681,73557,728,367CASH AND CASH EQUIVALENTS AT 31 DECEMBER6,254,14662,681,735CASH AND CASH EQUIVALENTS AT 1 JANUARY

56,427,589(4,953,368)NET (DECREASE) / INCREASE FROM CASH AND CASH EQUIVALENTS

239,272,452(18,039,083)Net cash (used in) / provided from financing activities5,366,739-Increase in share capital

48,300,648-Increase in share premium699,089(213,318)(Repayment of) / addition to finance lease liabilities

(369,959)-Dividends paid4,474,119-Purchase of shares under common control

13,522,50030,515Minority change(34,601,256)-Effect of group structure change

60,947,322(110,098,414)Change in restricted bank balances(92,224,347)(674,482,682)Repayment of borrowings

233,157,597766,724,816New borrowings raised

40

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 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 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 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 30 March, 2009.

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