Global Ports Holding A Brief Company Overview & Aspirations for the

Container Terminal of Bar September 2014

Global Investment Holdings (GIH)

Overview Shareholder Structure Mehmet Kutman

25,55 % Retail

35,44 %

Global Investment Holdings was originally established in 1990 as a brokerage house shortly after which it

Erol Göker 0,22%

became the leading independent investment banking firm in Turkey.

brokerage and Foreign Institution

al 13,80 %

Treasury Stock

24,99 % Through its 20+ years of business, the group has been

a preferred partner by reputable international investors. Strategic Partners

The Company has played a key role in the development of Turkish capital markets.

The company transformed into an investment portfolio company in late 2004, when Global Investment Holdings evolved into a dynamic investment vehicle with interests in a variety of emerging business sectors in addition to the traditional non−bank financial service providers.

GIH is a publicly listed company with 99.9% of its shares quoted on the Istanbul Stock Exchange under the ticker symbol GLYHO.IS.

• Global cruise line operator

• Partner in Kusadasi Cruise Port

• Leading Spanish ports operator (portfolio company of JPMorgan) Partner in

Gemport sale process (did not succeed)

• Europe’s largest renewable energy company

• Former partner in Yesil Enerji, before Statkraft bought GIH’s shares

• Turkish engineering and construction group

• Partners in natural gas distribution business (Energaz)

• International engineering company based in China

• EPC contractor and O&M operator of Sirnak Thermal Power Plant

• Hong Kong based conglomerate investing in ports, telecom, retail, and energy

• Deutsche Bank’s infrastructure fund

• Partner in Izmir Port privatization tender (later cancelled)

• International shipping group owned by the Ofer Family

• Partner in Galata Port privatization tender (later cancelled)

• Tank farm project in Marmara developed together, Option to buy in

GIH Group Structure GIH has a diversified portfolio of investments in the commercial and cruise ports, energy, real estate and financial services sectors.

Energy Real Estate Finance

Global Energy (100%)

Pera REIT (50%)

Şirnak Thermal Power Plant

Renewable (Under

Development)

Denizli Sumer Park Project (100%)

Vakifhan No. 6 (100%)

GIH Headquarters

Van mixed-use

Development

(owned 100% by GIH)

Kibris – jointly owned by

Pera REIT and GIH (100%)

CNG Distribut

ion

Galata Energy (70%)

Naturelgaz (80%)

Solar Power Projects2

Gelis Mining Coal Mine

(80%)

Ports

Global Ports Holding (‘GPH’) (100%)

Ege Ports

Kusadasi Port (72.5%)

Port Akdeniz Antalya Port (99.8%)

Bodrum Cruise Port (60.0%)

CTGC (62.5%)

Lisbon Cruise Terminal (46.0%)

Creuers (62.0%)

Barcelona (100%)

Malaga (80%)

Singapore (40%)

Finance

Global Securities (75.67%)3

AZ Global Asset Management4

(40%)

GPH experienced significant growth with revenue and EBITDA expanding at a 2011 – 2014 CAGR of 29% and 30%, respectively.

GPH Strategy

Leverage rapid export and

tourism growth in Turkey

Focus on higher margin cargo and

ancillary port activities

Optimise cash generation at

existing facilities

Targeted privatisation

and acquisitions

in Turkey and

the

Org

anic

In

-org

anic

Potential opportunities in Turkey and the broader region

Commercial ports: Non-container ports with potential to be converted, and/or container ports with inefficient operations in the region

Cruise ports: Proximity to high profile touristic and historical sites

Optimise revenue capture across its portfolio

Create value through optimal capital expenditure going forward

Significant experience in improving underperforming ports and upgrading facilities and operational efficiency to increase margins

Focus on efficient container turn-around operations

Focus on ancillary revenue opportunities (e.g. rental income/duty free/advertising/ F&B)

Leverage proven platform to capture rapid growth of trade exports and tourism in Turkey

Investments in state of the art facilities and equipment to meet demand

Highly efficient management systems

Portfolio approach provides ability to cross-sell to cruise operators

Proven ability to deliver profitability and expansions

GPH manages a portfolio of strategic cruise and commercial ports in Turkey, Ege Port - Kusadasi, Bodrum Cruise Port- Bodrum and Port Akdeniz - Antalya. GPH has 62.5% stake at General Cargo- Bar, Montenegro. Additionally GPH has recently taken concrete steps to become the majority shareholder at Creuers (Port of Barcelona, Port of Malaga and Singapore) and the leading shareholder of the concessionaire for Lisbon Cruise Terminal.

Spain Barcelona Cruise Port

A world-Leading Cruise Homeport

Malaga Cruise Port Key Mediterranean Cruise Port

Montenegro

General Cargo – Bar A Leading Port in the Region

Turkey

Ege Ports-Kuşadası

Primary Cruise Port in Turkey

Port Akdeniz-Antalya

Export and Mining Growth

Bodrum Cruise Port

Preferred Luxury and Leisure Destination

Singapore

Singapore Cruise Port One of the Largest Terminals in Asia

Lisbon Cruise Port

Gateway to Atlantic and Med

Portugal

1. Ministry of Transport and Maritime Affairs and Communications.

Creuers

Barcelona Cruise Port

One of the largest cruise homeports

Operates 5 cruise terminals of the Port of Barcelona (4 as a concessionaire)

Total of 27,100m² of indoor area

Pax 2012A: 1.9m

Malaga Cruise Port

Main activity is boarding, unloading & billing of passengers, and luggage management

Concession of the three cruise terminals Total of 16,941m² of indoor area

Pax 2012A: 652k; Calls 2012A: 288

General Cargo – Bar

Main activities are general and container cargo,

and special purpose warehouse services

Cargo 2012A: 805k tons (including 31 kTEUs of

containers)

Vessel arrivals 2012A: 179

Singapore Cruise Port

Main activity is the operation of Terminal Marina Bay Cruise Centre in Singapore

Total of 28,000m2 of terminal space

Pax 2012A: 416k; Calls 2012A: 108

Port Akdeniz – Antalya

High capacity commercial port with a

dominant position in export traffic for

its hinterland

Majority of revenues from marble and

cement

Concession length: 30 years

End of concession: 2028

Ege Ports – Kuşadası

Busiest cruise port in Turkey

Located near Ephesus, a major tourist attraction and the House of the Blessed Virgin Mary

Market Share: 30% and 27% by vessel calls and passengers respectively (2012)1

Concession length: 30 years

End of concession: 2033

Bodrum Cruise Port

Cruise, ferry and mega-yacht port located on Turkey's Aegean coast

Bodrum has one of the best-preserved medieval castles in Europe

Market Share: 8.8% and 2.6% by vessel calls and passengers respectively (2012)1

Concession length: 12 years

End of concession: 2019

Lisbon Cruise Port

B-O-T project that comprises construction of a new terminal building

Potential to be the hub for Western Med cruise itineraries

35 years concession including a 2 years construction period

Pax 2013: 558K (Incl 51K Turn-around)

Leading Turkish Ports Operator Largest Cruise Port Operator in the World

Summary of Activities GPH’s core operations consist of commercial port and cruise port activities, with commercial ports expected to contribute

72% of Group 2013 revenue. Commercial Port Activities

Specialising in container, bulk and general cargo handling

Cruise Port Activities Serving cruise liners, ferries

yachts and mega-yachts

Contribution to Group

2013 Revenue

Contribution to Group

2013 Revenue 28%

72%

US$22.2m US$57.3 m

GPH Positioning GPH Positioning

In Turkey: #1 in Turkey, 38% of the passenger traffic, 45% of the calls

Location of Port Akdeniz ensures limited competition with other ports Capacity to enhance tariffs under market limits given lack of competition and absence of any government regulation on pricing

In Europe: #9 in Europe in terms of passengers

Total Revenue 2013E: US$79.5m

Port Akdeniz: The Port of Antalya Port Akdeniz-Antalya is a multi-functional port harboring a

commercial port, a cruise port and a large marina with 125 mployees.

GPH acquired 40% of the port in 2006, another 59.8% stake in 2010

and now owns 99.8% The biggest and best equipped sea port along the 700km Turkish Aegan-Mediterranean coast between Izmir and Mersin Containers comprise more than 50% of revenues

Total wharf length (meters): 1,732

Port area (m2): 166,778 Location of Port Akdeniz: Limited competition

– The nearest ports, Mersin and Iskenderun located at c.490km and c.750km respectively from Port Akdeniz

– Significant trucking costs from Antalya hinterland to

these ports prevent direct competition.

Max draft (m): -10

Total ship capacity (per year): 2,970

Total handling capacity (TEU/year): 500,000

Date of acquisition Turkey’s cement and mining industry 2006 – –

3rd largest cement exporter globally with rising exports Close to hinterland with strong exposure to mining and cement industries (marble exports to China, cement exports to MENA, export and import of metals, granite, coal, aluminium, chemicals and agriculture growing).

Concession term 30 Years

Concession ends 2028 Marina, Duty Free Shops Facilities

Well developed touristic region: – with significant number of coastal resorts rendering new commercial port development unfeasible.

GPH 99.8%

Capacity to enhance tariffs Under market limits given lack of competition and absence of any government regulation on pricing.

Shareholding Structure

Strategic Advantage

Key Technical Features

Port Akdeniz: The Port of Antalya

$35m (including $3m for the cruise section only) 255%

Terminal handling services Passenger fee (landing fees)

Waste & garbage removal

Storage

Pilotage – towage

Cargo & container handling

Sheltering

Mooring

1100%

8000

200 5000 3000

00

Marina with a capacity of 400 yachts. Strong increasing revenue growth since privatisation

Growing volumes of bulk and general cargo and containers due to significant export-driven industries in Antalya’s hinterland

Container shipping lines like MSC, ZIM and CMA- CGM are shifting a significant portion of their operations to the Port Akdeniz Antalya due to the lack of modernisation and congestion at other ports

Effective pricing mechanism

Expanding profitability guaranteed by:

• Containerisation trend

• Defendable and limited competition for access to hinterland

50

(00

0 t

on

s)

(00

0 T

EU)

(00

0 P

AX

) (0

00

TEU

)

Port Akdeniz: Cruise Passenger Growth

Rental Revenue

Port Akdeniz: Cargo and Container Volume Growth

9000 350

7000 300

6000 250 4000 150 2000 100 10

0 0 2007 2008 2009 2010 2011 2012 2013E 2014E 2015E

General Cargo Dry Bulk Container (tonnage) Container (TEU)

Port Services

Total Investment since acquisiton Container and Cruise Performence

Ege Ports: The Port of Kuşadası

In July 2003, the 30-year operating rights for the Ege Ports was awarded to the consortium including RCCL and GIH

Ege Ports is a major gateway to unrivalled world heritage sites.

Ege Ports has one of the highest participation rates (in onshore excursions) of any Mediterranean cruise port of 85-87%.

First port in Turkey to be ISPS compliant and to receive ISPS certification (2004)

Total pier length (meters) 966 Ege Ports Kuşadası - Facilities - Ultra modern port and security facilities

- Shopping mall encourages cruise liners to offer

quality shopping time to their customers.

Port area (m2) 23,000

Total ship capacity/year 2,000

Draft -10m Only direct competition from İzmir Date of acquisition 2003

Favourable location: Ephesus (21km away from Ege vs. 80km from Izmir) Ephesus attracts over 1.7m tourists per year via Kuşadası.

House of the Virgin Mary (18km away from Ege vs. 89km from Izmir)

Positioning Serves a large diversified group of cruise lines focused on mid and upper end of market whereas Izmir serves primarily by budget lines operators such as MSC, Costa

Concession term 30 Years

Concession ends 2033 Scala Nuova Shopping Mall & Duty Free Shop

Facilities

GPH 72.50% etc. rcı 27.50%

Shareholding Structure

Access to … Key Technical Features

Bodrum Cruise Port

GPH acquired 60% of Bodrum Cruise Port in December 2007, after the infrastructure was substantially completed

Niche port within a popular and luxury resort for domestic and international tourists.

Bodrum Cruise Port is located 36 km from the Milas International Airport and few minute walk to the city center.

Total pier length (meters) 480 Unique luxury and leisure destination with

style

- Unique port location with limited competition in the cruise segment from Izmir (c. 250km away) and Marmaris (c.160km away).

Port area (m2) 22 Total ship capacity/year 800

Draft -9 m

World-class nightlife Bodrum’s pristine beaches are popular tourist attractions

– In 2012, 3 mn tourists visited the Muğla

province where Bodrum is the biggest resort

area.

Date of acquisition 2008

Investment term 16 months

Concession term 12 years Concession ends 2019

Competition within the ferry segment from the competing municipal pier, which is expected to close down soon due to inability to meet international standards.

GPH 60%

Local Partner 30%

Setur 10%

Shareholding Structure

Access to … Key Technical Features

Creuers del Port de Barcelona SA Port of Barcelona

At a galance

CREUERS was founded in 1999, when was awarded the Public Concession of 4 Terminals in Barcelona CREUERS invested in the refurbishment of Terminals North and South at the WTC, and in the design and erection of the Terminals B (2005) and A (2008) prepared to accommodate the biggest cruise ships in Homeport calls. CREUERS also revamped the Terminal C (2005) being operated under an Authorization from Port Authority, renewable for periods of 1 year.

Highlights

Operational Figures

The 1st cruise port in Europe ahead of Rome, Venice and Southampton The 4th homeport in the world just after the 3 Caribbean ones: Miam, Port Everglades and Port Canaveral In the year 2013, CREUERS operated 612 calls with a total of 1.889.000 passengers, of which 61 % were home porters

GPH’s Involvment

In 2013 GPH acquired 43% of the shares of Creuers del Port de Barcelona in partnership with Royal Caribbean Cruises (RCCL) through Barcelona Port Investment (BPI) GPH has recently taken concrete steps to become the majority shareholder at Creuers (Port of Barcelona, Port of Malaga and Singapore)

Creuers del Port de Barcelona SA Port of Barcelona

Cruceros Malaga

At a galance

The Company, 80% owned by Creuers del Port

de Barcelona SA. started operations in February

2009

Cruceros Malaga operates under Concession,

the Terminals: South , North (2011), Palmeral

(2012) and a fourth berth at Levante Pier

Operational Figures

In 2013 the number of passengers has been

397.479

GPH’s Involvment

In 2013 GPH acquired 43% of the shares of Creuers del Port de Barcelona in partnership with Royal Caribbean Cruises (RCCL)

Singapore Marina Bay Cruise Center

At a galance

Part of Sats-Creuers Cruise Services Pte. Ltd joint venture, Creuers holds 40% stake at Terminal Singapore Marina Bay Cruise Center since 21 December 2011

Highlights

Operational Figures

equivalent to three football fields, the MBCCS is designed as an architectural icon with the capability to accommodate some of the world's largest ships. The Terminal is just 20 minutes drive from the ultra modern Changi International Airport with a direct highway exit, and at 5 Km from midtown.

In 2013 the number of passengers have been 416,000

Lisbon Cruise Terminal

At a galance

The 35-year concession will include the construction and the operation of a landmark cruise terminal, on a public-service concession basis, at the Lisbon Cruise Terminal. The new terminal is expected to provide the port with estimated 1.8mn passengers while supporting the growth of turnaround business and therefore contributing favorably to regional tourism and the economy. The construction of the new Terminal is estimated to require c. Euro22mn in total investment.

Highlights

Our aim is to increase calls and cruise passengers, while also increasing the turn-around operations with an aim to double the current traffic of 550,000 passengers in the medium term.

GPH’s Involvment

GPH is the lead investor with 40% of the consortium with 30% held by Grupo Sousa Investimentos SGPS, 20% by Royal Caribbean Cruises Ltd. and 10% by Creuers Del Port Barcelona S.A

Container Terminal and General Cargo – Bar

(CTGC) Status of CTGC pre- privitisation Negative financial results

In 2013, on a total turnover (revenues) of only €6.7m a negative result (Net Loss) of €1,1m was registered. Over 4.7 million EURO liabilities.

Sharp loss of market share Container: Handled only 33,050 TEU in 2012, while the Balkan Ports together handled 370,000 TEU in 2012. (loss of important shipping line customers) General Cargo: The port handled 293 thousand tonnes of general cargo in 2012. A significant drop as compared to the years before. (fall in production at its main customers KAP Aluminium and Serbia Steel.). Hinterland connectivity: Rijeka offers daily container train connections to Belgrade, Bar has not any container train connection. Ploce, Rijeka, Koper, and Durres all have excellent highway connections but not Bar.

Inefficient Labour Force CTGC employed 579 people. Industry standards for the volume of 30 thousand TEU and 293 thousand tonnes would require a labour force of almost one third of the amount of people employed .

Installations and equipment Quaywall (needs structural repair and upgrading) Container and General Cargo Cranes (from 60s and 70s, need to be replaced and need for one more container crane) Warehouses (need to be modernized + refrigerated warehouse capacity for perishables ) Terminal Operation System (needs and up to date TOS)

How to unlock the value Improve efficiency to international level to become competitive through:

Operational and technical improvements to satisfy shipping companies. Close collaboration with other players in the logistics chain.

Actively attract cargo from the hinterland.

Establish reefer capacity Benefit from the Free Economic Zone Status

Shape the active labour force to match the best industry standards

Operational, Technical and CAPEX plan

GPH’s Proposal for

CTGC

Proposal submitted to: Government of Montenegro Council for Privatisation and Capital Projects.

Tender: Sale of the State’s Shares and the Concession to Repair, Finance, Operate, Maintain and Transfer (RFOMT) the Terminal at Bar – Montenegro.

Value Proposition and Capability of GPH

Experience and commitment to operate a full port: containers and general cargo, logistics

GPH operates three full ports: Port Akdeniz (the major cargo port in the region); Port of Kusadasi and Bodrum Cruise Port (ferry and passenger ports). GPH is highly qualified to work with the mixed cargo flows in Bar and the wide variety of activities performed in the port.

The strategic growth of CTGC should and will be through container business. However, the other cargo types are complimentary.

Built-up a port from a relatively small base, with a diverse mix of cargo, and specific business environment:

GPH’s capability of growing a port starting from a small base: Port Akdeniz:

From 60,000 TEU handled in 2008, increased to 220,000 TEU in 2013 (post crisis!) Invested in mobile harbor cranes, organizing flexible labor, increasing the hinterland reach, and attracting multiple container liners.

Attracted new cargo from the hinterland.

Respect for and understanding of local culture and habits:

Build on the political, historical and economic relations that the two countries have developed over the years. Investments from other Turkish companies in Montenegro: Toscelik and Gintaş Company.

Turkish Airlines’ Istanbul-Podgorica flights, which commenced on July 2010.

Technical

Proposal

Financial Proposal (~) (€)

Commercial Plan

Capex Plan

Operational Plan

Equity Valuation (62.09%) 8.07m

CAPEX 13.6 m

Social Program 6-7m

Total 28m

Technical Proposal

1) Position CTGC as South Adriatic Balkan Gateway:

Target Develop Port of Bar as the South Adriatic Balkan Gateway, as an alternative to the Upper Adriatic gateways Rijeka and Koper.

Advantages Compared to Upper Adriatic Ports;Closer to the Mediterranean shipping routes Shorter distance to the hinterland. Close to the Balkan hinterland with rail connectivity that would be developed by GPH

Strategy Operational improvements to satisfy liner and end-user demand Close collaboration with other players in the logistics chain (Highway & train) Actively attract cargo from the hinterland Follow-up on our initial discussion with liners Establish reefer capacity Benefit from the Free Economic Zone Status

2) Establish CTGC / Town of Bar as the main regional distribution & logistics hub for the Balkan region :

Target Unlock the potential of the vast logistics infrastructure which is in place at CTGC .

Project cargo: Large potential from infrastructure projects in Montenegro and the region. (Position Bar as the hub for project cargo, where Customers can rely upon for handling and storage of their Project Cargo). Potential from regional projects; highway construction, hydro energy, mining in Serbia, Trans Adriatic Pipeline, Nabucco pipeline. (Actively approach the project owners directly, offering them a fully integrated solution).

Advantages

Strategy Collaboration with logistics companies DHL, Kuehne and Nagel, Milsped, Pacorini as business partners and customers. Intensive marketing in the hinterland, proposing integrated logistics solutions, including transportation, warehousing and storage, and stevedoring Upgrading the warehousing up to industrial best practice Development of cold storage for fruits, vegetables, fish and meat Capitalise on highway Improve the security

GIH (Global Investments Holding) will actively consider other logistics investments outside CTGC

Commercial Plan

Technical Proposal

3) Consolidate and strengthen CTGC as an industrial commodity port for the Balkan hinterland: • Ferrous Metals

• Non Ferrous Metal

• Perishables

• Cement

• Other Cargoes

4) Attract cruise business capitalising on touristic potential of coastal Montenegro and extensive experience and network and GP H:

Represent and Market Bar under GPH Cruise Ports Umbrella at international events

GPH is present at major industry events since 2003 (Seatrade Miami, Europe and Med Cruise) Introducing Port of Bar at these events and launching an event.

Register Bar under International Cruise Associations

GPH is an executive member of Medcruise, Cruise Lines International Association, European Cruise Council and Florida Caribbean Cruise Association.

Include Bar in the one-to-one meetings One-to-one and round table meetings with key decision makers to create solutions right on the spot.

Allocate budget for advertising in major cruise publications

GPH has strong connections with international cruise publications such as Cruise nsight magazine, Cruise industry news and Seatrade Publications

Collaborate and train local tour operators and vitalize Montenegrin Tourism via Cruise

Target cruise-oriented travel agencies and tour companies in the USA and Europe. Support the marketing requirements of cruise line sales, shore excursion and marine departments.

5) Utilize CTGC experience as a stepping stone for continued GIH, and other Turkish investments in the country:

GIH current investments Diversified strong Turkish group, active in ports, energy, real estate and finance.

GIH future plans Exploring non-logistics investment opportunities in the country: Hydro energy power plant, mining, financial services, real estate and tourism. GIH will be capable to capitalise therefore on : local management presence, investment experience, the know-how of legislation;,and local know-how

GIH strategy in Montenegro Through its extensive and strong connections in Turkey and in the international investment community GIH will function as an ambassador for attracting FDI to the country.

Commercial Plan

Technical Proposal

Operational Structure

Terminal Amenities: Install in new truck entrance gates and a gate out. Make Bar an ISPS compliant port. Container Operations: Achieve a productivity level of 40 moves per hour Install proper Terminal Management System Yard Management in line with industry standards (throughput time of a truck withing 1hr) Warehouses: For better utilization, upgrade of Container Freight Services Warehouses General Cargo: Increase the loading rate by investing in forklifts. Reefer warehouse and perishables: Invest in reefer warehouses to establish Bar perishables hub and distribution centre for Balkans. Provide ancillary cargo services: Containers: washing etc. / general cargo: labelling

Health Safety and Environment

Health and seafety: Define core values and rules to make people aware of their own responsibility, supported by training and workshops. Environment: Environmentally cautious approach, in compliance with local and international regulations

Organizational Structure

Board of Directors: Representatives from GPH, non-executive local and international experts CEO: Responsible in execution of the strategy and the targets set by the Board of Directors and will lead the senior management team on the day to day basis. Core team reporting to the CEO: CFO, CCO, COO, HSE Manager, HR Director, Secretary, Legal Affairs and PR and Community Responsible.

Social Program A socially acceptable program, in accordance with local and national regulations, in collaboration with the labor union. Objective 1: Shape the active labour force to match the best industry standards Early retirement, shape labor force to mid-term labour requirements, Outplacement Objective 2: Bring the labour force fit for the effective operation and sustainable growth through on the job and external training Training areas: Health, Safety, Security and Environment / Operational Excellence / Commercial and Corporate Identity Objective 3: In collaboration with consultants and universities design and implement an outplacement program to guide people back to the economy Outplacement strategy: Map the capabilities of workforce, determine labour demand, retraining and follow up) /Financial compe nsation (6M€)

Area Target

Operational Plan

Technical Proposal

Areas of Investment Cranes (the existing container gantry is too old and offers too limited capacity to deliver high quality service)

Rolling equipment of different kinds to ensure smooth and high level (non-damage) operations

IT and terminal management systems

Reefer warehouse

Security

Additional paving of container yard

Total amount of investment (~) 13.6M€ (During the first three years – restructuring phase)

4M€ (Five years after the restructuring period)

***Beyond 2021, capital expenditures will comprise re-investments and additional investments to answer the market demand.

CAPEX Plan