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November 2010

T O R U N L A R R E I C

Presentation

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3

Introduction to Torunlar REIC 3

The Turkish opportunity 9

Portfolio overview 11

Financials 18

Corporate structure 24

Conclusion 27

Appendix 29

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Torunlar REIC: Turkish pure play primarily focused on shopping malls

Torunlar REIC is an internally managed shopping mall developer and investor present in attractive

regions of Turkey

73% of assets are Shopping Malls (will hold and manage) – 7 Shopping Malls of which 4 are

operational; 15% residential (will sell)

Sizeable property portfolio: TL2.6bn of GAV and TL2.0bn of NAV

Operational portfolio: 62% including Torium shopping mall and NishIstanbul

Investment pipeline: c.TL862mm that is secured

Sept. 2010 performance: TL151mm of revenues, TL47.5mm of EBITDA

Sales breakdown: 69% residential sales; 31% rental income and others

Conservative capital structure – 19.6% LTV with weighted average cost of debt of 5.35%

Pipeline breakdown (post Torium and Nishistanbul become operational)Shopping mall focused

Total GAV = TL 2.6bn (US$1,640mm)

Shopping

malls

73%

Residential 15%

Office 6%

Hotel 2%

Marina 2%Others 3%

1

¹ Inlcudes NishIstanbul

Source: DTZ appraisal report (Based on the RICS standards as of June 30,2010)

Note: (i) Provided information is as of June 30, 2010; (ii) Exchange rate US$/TL=1.5845 as of June 30, 2010

Already spent in H1 2010Participations

8%

Buildings

50%

Build for sale¹

4%

Projects in

the pipeline

39%

Torun Tower

22%

Korupark

Residences III 5%

Kemankes hotel 1%

Samsun 1%

Antalya extension 8%

Landbank

2%

MOI

60%

2

3

4

Sales revenue (2009): TL120.2mm

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Istanbul

Ankara

Antalya

Izmir

Bursa

Mugla

Samsun

Mediterranean Region

(Akdeniz Bölgesi)

Southeastern Anatolia Region

(Güneydoğu Anadolu Bölgesi)

Eastern Analtolia Region

(Doğu Anadolu Bölgesi)

Black Sea Region

(Karadeniz Bölgesi)

Aegean Region

(Ege Region)

Central Anatolia Region

(Iç Anadolu Bölgesi)

Kutahya

Torunlar REIC: Turkish real estate company concentrated in major urban areas in

Turkey

NishIstanbul (Res)

Korupark (SM)Netsel marina

Kayabaşı (Res)

Zafer Plaza (SM)

Korupark Ph. I/II

(Res)

Deepo Outlet Centre

(SM)

Ankamall+ Crowne

Plaza (SM+Hotel)

Occupancy 98% Occupancy 99%Occupancy 100%

Key portfolio information

Number GLA(m²)

Operational Shopping Malls 4 119,417

Pipeline Shopping Malls 3 267,027

Total Shopping Malls 7 386,444

Assets

in

th

e p

ipe

lin

e

O

pera

tio

na

l assets

Kemankes (hotel)

Torium Istanbul (SM)

Mall of Istanbul (SM) Torun Tower (Off) Samsun (SM)Korupark Ph.III (Res)

Occupancy 98% % sales²: 79%

% sales²: 86%

Comp. date: Oct. 2010

Comp. date: H2 2013 Comp. date: 2013 Comp. date: 2012 Comp. date: 2012 Comp. date: H1 2012 Comp. date: 2014

Occupancy¹ 98%

¹ Occupancy (%) (year contract/yacht capacity)

² Residential sales

Note: Res (Residential); SM (Shopping Mall), Off (Office)

Becomes operational on October 30, 2010

Construction completes end of September, 2010

Torunlar REIC‟s presence

Additional target cities

Marmara Region

(Maramara Bölgesi)

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A mix of operational assets providing stable cash flows and committed development

pipeline providing exposure to significant growth

Strong pipeline delivering growth (by GAV)Operational assets providing stable cash flows (by GAV)

Operational assets represent 43% of total GAV

Targeted investments (US$mm) as of June 30, 2010

81

133

218

153

5

2010E 2011E 2012E 2013E 2014E

Source: Company

454

Already spent in H1 2010

Note: Please go to page 100 for the investment breakdownsSource: Company

Korupark–social

and retail area

1%

Netsel marina

4%

Korupark residences

5%

Ankamall

13%

Deepo Outlet

17%

Zafer Plaza

13%

Korupark

Shopping Mall

46%

Landbank 2%

NishIstanbul 2%

Antalya 5%

Torun Tower

15%

Torium

Shopping Mall

30%

Mall of Istanbul

41%

Total pipeline = TL1.5bn (US$937mm)Total operational GAV= TL1.1bn(US$703mm)

Others 11%

Shopping malls

89%

Operational in

October 2010

Source: DTZ appraisal report (based on the RICS standards as of June 30, 2010) Source: DTZ appraisal report (based on the RICS standards as of June 30, 2010)

Crowne Plaza Hotel

1%

Kemankes Hotel 1%

Samsun 1%

Korupark phase III 3%

Shopping mall GLA (‘000m²)

Current Extensions Pipeline Future pipeline Total

Korupark SC

Zafer Plaza Antalya Deepo

Antalya Deepo

Torium

Samsun

71.3

16.918.113.2 26.6

95.3

139.5

119.526.6

5.6

Ankamall

386.5

MOI

113.5 500.0

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History of Torunlar REIC–key milestones

1996 1999 2004 2005 2007 2008 2009 20101977

Construction for the company‟s

needs and third party use (small-

scale residential units)

Active in the Turkish

construction and real estate

market since 1977

Foundation of Toray

Construction

Acquisition of the

Netsel Marina in

Marmaris

Torunlar bought

the land to be

used for Torun

Tower

Delivery of

Korupark

Residences

phases I&II

Torunlar REIC expected to

go public, emerging as one

of the biggest listed Turkish

real estate companies

Delivery of Nish İstanbul residences and offices

Opening of one of the biggest

shopping malls in Turkey, Korupark

The residential compound at Korupark

was Bursa‟s first gated community

Opening of the

biggest mall in

Turkey in 1999,

Ankamall

Opening of Zafer

Plaza; the first

shopping mall of

Bursa

Opening of the

biggest outlet of

Antalya, Deepo

Outlet

Expected opening of Torium

Shopping Mall

Torium Shopping Mall is

expected to be 3rd largest

shopping mall in Istanbul

Torunlar bought the land for the

Mall of Istanbul project, which

will be one of Turkey‟s largest

mixed use projects including a

shopping mall, residences,

offices and a hotel

Conversion to

Torunlar REIC

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Torunlar REIC has a well defined investment strategy

Korupark: Development of new neighbourhood area

Zafer Plaza: Shopping mall development at city centre

Successful track record in development

Ankamall: Multi-stage multi-partner project

Antalya Deepo: Outlet type shopping mall development

Development portfolio

Successful track record of liaising with local

municipalities in contributing to and working

on urban transformation projects

Leverage the development platform

for performing value-adding

tasks such as land development, funding and

identify potential growth areas of development

Opportunistic development of other

asset classes

Leverage track-record of JV development

Access to attractive development

opportunities

Diversification of risk

Strategy focus

Primary focus on development of

shopping malls

Increased focus on mixed-use

projects

Creating „life centres‟ with extensive

leisure and entertainment avenues

Focus investments in urban centres

with limited supply

Developing residential

neighbourhoods in cities with good

connectivity to metro etc.

Opportunistic investments in non

shopping mall related projects

Asset management

Active asset management targeting

occupancy optimisation and rent increase

Active refurbishment and extensions in-line

with increased demand and evolving

consumers and market trends

Tenant rationalisation opportunities

Ensure appropriate shop and tenant mix

Leveraging Torunlar Group‟s reputation and

network of contacts to attract known

Turkish/international

tenants

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Financials 18


Conclusion 27

Appendix 29

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Robust recovery combined with strong demographics makes Turkey an attractive

investment destination

Real GDP comparison of CEE countries

Population growth CAGR 10E–12E Demographics (mm)–young population in Turkey

0.7%

0.3%

1.0%

(0.4)%(0.3)%

(0.2)%(0.2)%(0.2)%

0.1%0.1%

1.1%

Turk

ey

Czech

Repblic

Slo

vakia

Pola

nd

Hungary

Cro

atia

Russia

Rom

ania

US

UK

Euro

zone

24%

13%

22%

18%

9%9%

40%

18%

24%

13%

36%

11%15%

13%

35%

17%13%

35%

14%

20%

8%

12%

16%

20%

24%

28%

32%

36%

40%

0-14 15-24 24-49 49-60 60-+

Age groupFor reference

Source: Global Insight Source: EIU

¹ Eurozone excluding Slovenia, Cyprus, Luxembourg and Malta

TurkeyUSUKEurozone¹

Strong macroeconomic performance by Turkey

GDP growth has rebounded strongly in Q1

and Q2 2010

GDP growth expected to outperform other

major European and global economies

Favourable demographics

Growing population

Sizeable young and working population

Population growth CAGR 10E–12E

Comments

Source: EIU, Global insight

4.4

%

4.3

%

3.8

%

3.6

%

3.1

%

3.0

%

0.1

%

1.6

%

2.1

%

2.4

%

4.0

%

4.3

%

(0.2

%)

11.7

%

0.5

%2.5

%

1.1

%

2.9

%4.8

%

3.0

%

(2.6

%)

(2.5

%)

10.3

%T

urk

ey

Pola

nd

Slo

vakia

Rom

ania

Russia

Czech R

ep.

Cro

atia

Hungary US

UK

Euro

zone

Real GDP grow th CAGR (10E–12E)Real GDP grow th (YoY) 1Q2010Real GDP grow th (YoY) 2Q2010

For reference

10TH

ET

UR

KI

SH

OP

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RT

UN

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Y

11




Financials 18


Conclusion 27

Appendix 29

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Breakdown–income Breakdown–tenants (GLA)

Fashion 43%

Food café 8%

Service 7%

Footwear 5%

Home 5%

Health beauty 5%

Jewellery 5%

Kiosk 3%

Restaurant 2%

Leisure goods 1%

Fashion 37%

Dept & Anchor 33%Health beauty 7%

Food café 6%

Restaurant 2%

Service 5%

Home 5%

Footwear 3%

Jewellery 3%

Leisure goods 1%

Kiosk 0.5%

Torunlar REIC‟s portfolio overview

Operational date 1999

Ownership Torunlar REIC (72.26%)

Occupancy (m²) (as of date) 98% (as of June 2010)

Number of stores 123

Anchor tenants4% anchors (30% of GLA): Migros, YKM,

Bimeks and Boyner

Appraisal value TL142.3mm (US$89.8mm)¹

Average LTM NOI (per TL/m²/month) TL30.1

Leasehold / Freehold status Freehold

The Property is located at the most central part of the city

Close to the metro station, on major public transportation routes and at the junction of intercity roads

The property includes a movie theater with six screens and an amusement park for children and teenagers

In 2000, Zafer Plaza was selected "The Best Shopping Centre" by the AMDP, Shopping Centres and Retail Centres Council

Majority of rents (80%) are USD denominated

Average lease term as of Jun-2010 2.5 years

Net rental income (Sep 2010), last 12 months TL6.1mm²

Note: Exchange rate US$/TL=1.5845 as of June 30, 2010; Average exchange rate for first half 2010 US$/TL is 1.5231

¹DTZ appraisal report (based on the RICS standards as of June 30, 2009); ² Assumption of 100% ownership (Torunlar REIC owns 72.26% of Zafer Plaza)

Source: Company as of June 30, 2010 Source: Company as of June 30, 2010

Dept & Anchor 15%

Breakdown–tenants (Income) Breakdown–tenants (GLA)

Source: Company as of June 30, 2010 Source: Company as of June 30, 2010

Fashion 26%

Dept & Anchor 44%

Health beauty 2%

Food 3%

Restaurant 2%

Service 4%

Home 3%

Footwear 4%

Jewellery 1%

Leisure goods 9%

Kiosk 0.5%

Storages 2%Fashion 41%

Dept & Anchor 14%

Health beauty 4%

Food 8%

Restaurant 4%

Service 7%

Home 5%

Footwear 7%

Storages 1%

Leisure goods 4%

Kiosk 2%

Jewellery 4%

Operational date H2 2007

Ownership Torunlar REIC (100%)

Occupancy (m²) (as of date) 98% (as of June 2010)


Anchor tenants(39% of GLA): Tesco, Koçtaş, Beymen,

C&A, Boyner and Electro World

Appraisal value TL511mm (US$323mm)¹

Average LTM NOI (per TL/m²/month) TL31.6


Net rental income (Sep 2010), last 12 months TL27.8mm

Average lease term as of Jun-2010 4.6 years

Korupark is the largest shopping mall in Bursa and is located on the Mudanya Highway in the

Nilüfer neighbourhood

The property has three retail floors and two carpark floors with a capacity for 2,500 cars

underground and 500 above ground

The property includes a hypermarket (12,000m²), a do-it-yourself store (5,127m²), cinema

complex (nine screens) and entertainment area (amusement park, children play centre) totalling

5,317m²

Most of the rents at the shopping mall are Euro denominated

Korupark shopping mallZafer Plaza shopping mall

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

Leasable are (m²) 23,482 (REIC share 16,969) Leasable are (m²) 71,267

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Ownership

Estimated start of construction

Estimated date of completion

Estimated operational date

Estimated investment

Appraisal value

Leasehold / Freehold status

Number of residential units

Current status

Torunlar REIC‟s portfolio overview (cont‟d)

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

Korupark Residences Phase IIIKorupark Residences Phase I & II

Located on the western side of Bursa (adjacent to Korupark Shopping Mall), the property is a residential settlement of luxurious units with sports and recreation facilities

The project is the first gated community in Bursa Phase I: 343 units, six blocks Phase II: 403 units, seven blocks For Korupark residences I/II, sales are Turkish Lira denominated

Note: Exchange rate US$/TL=1.5845 as of June 30, 2010;

Average exchange rate for first half 2010 US$/TL is 1.5231

¹ DTZ appraisal report (based on the RICS standards as of

June 30, 2009)

² Appraisal value + “other leasable units”

May, 2006

Torunlar REIC (100%)

TL70.6mm (US$45mm)¹,²

Freehold

Phase 1: January 2008/Phase 2: December 2008

February 2008

TL115.8mm (US$74mm)

Start of construction

Ownership

Appraisal value (remaining units)¹

Leasehold / Freehold status

Date of completion

Operational date

Total investment

Units sold (%) 75% (as of July 30, 2010)

2011

Torunlar REIC (100%)

Freehold

2012

2012-2013

TL89.5mm (US$56.5mm)

TL51.2mm (US$32.3mm)¹

643

Under project development

The property, adjacent parcel to Korupark phase I & II, is a luxurious housing settlement that

includes residences and office units

For Korupark Residences Phase III, sales will be denominated in Turkish Lira

Korupark Residences Phase III

Korupark Residences Phase I & II

Korupark Shopping Mall

Map of Korupark

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Korupark Residences Phase I & IIKorupark Residences Phase III

Antalya Deepo outlet mall–Antalya


Antalya Deepo is the only outlet in the Mediterranean region. The property is located close to the Antalya Airport

The mall attracts annual foot traffic of c.5 mm For Antalya Deepo, majority of rents are denominated in USD Zoning of this region was recently approved (June 2010) and as a result the company has not

yet obtained the necessary licenses and permits Due to this problem and in order to abide by REIC regulations, Deepo Antalya is not

directly held by Torunlar REIC, but is instead held by a subsidiary which is 100% owned by Torunlar REIC

Antalya Deepo extension project

October 24, 2004Operational date

Torunlar REIC (100%)Ownership

99% (as of May 2010)Occupancy (%) (as of date)

90Number of stores

LCW, Ayakkabı Dünyası, Mudo City, Collezione,

Sarar, Aydınlı GroupAnchor tenants

TL271mm (US$171mm)¹Appraisal value

TL37.5Average LTM NOI (per TL/m²/month)

FreeholdLeasehold / Freehold status

TL9.7mmNet rental income (Sep 2010), last 12m

2.6 yearsAverage lease term as of Jun-2010

Torunlar REIC + Hastalya Ownership

Partially freehold, partially leasehold from

Hastalya Leasehold / Freehold status

March 2012Estimated date of completion

March 2012Estimated operational date

TL32mm (US$20.2mm)Estimated investment

Under zoning processCurrent status

July 2011Estimated start of construction

Breakdown–income Breakdown–tenants (GLA)

Source: Company as of June 30, 2010

Fashion 70%

Restaurants 5%

Food 4%

Home 3%

Service 2%

Jewellery 2%

Leisure goods 1%

Heath Beauty 1%

ATM & Kiosks 1%

Footwear & Access. 11%

Fashion 62%

Food 8%

Restaurants 6%

Home 3%

Service 3%

Jewellery 3%

ATM & Kiosks 2%

Heath Beauty 1%

Leisure goods 1%

Footwear & Access. 10%

Source: Company as of June 30, 2010


¹ Source: DTZ appraisal report (based on the RICS standards as of June 30, 2010)

Ankamall shopping mall + Crowne Plaza hotel–Ankara

Dividends - Torunlar REIC share (TLmm)²

Operational date 1999¹

OwnershipYeni Gimat in which Torunlar REIC holds

(14.83%)

Occupancy (%) (as of date) 100% (as of June 2010)


Number of rooms 263

Anchor tenants

Migros, Koçtaş, Tepe Home, Electro

World, Boyner, Mudo City,

Marks&Spencer, LCW

Appraisal value (REIC share) TL151.2mm (US$95.4mm)³


Ankamall is located in Yenimahalle, in the centre of Ankara. The shopping mall is considered

to be the largest in Ankara and third largest in Turkey

Ankamall is owned by Yeni Gimat which was formed as a cooperative with over 1000

investors, and in which Torunlar REIC currently has 14.83% stake, making it the largest

shareholder as of June 30, 2010

The property includes the Crowne Plaza Hotel which is a 21–storey building with 263 rooms

For Ankamall, the rents in Phase 1 are denominated in Turkish Lira, while the rents in Phase 2

are denominated in USD

1.9 2.1 2.4 2.7

2007 2008 2009 2010

Source: IFRS financials

¹ Expanded and reopened in 2006

² Using (Dividends paid to Torunlar REIC) / (Torunlar REIC‟s shares)

² GLA for parking 115,230m²

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

18,069 Leasable area (m²)

26,651Leasable area (m²)

Leasable area (m²) 88,421³ (REIC’s share 13,112)

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Mall of Istanbul–IstanbulTorium Istanbul shopping mall–Istanbul

GLA split¹ (‘000m²) GLA/GSA split¹ (‘000m²)

Torium is a mixed-use project of retail and residential use

It is located at the centre of high density residential settlements along one of the two major

highways of Istanbul

The shopping mall provides a broad range of leisure and entertainment facilities

Majority of rents at the shopping mall are denominated in EUR

Residential sales are expected to be denominated in Turkish Lira

Café/ Rest.

5%Anchor

25%

Entertainment

15%

MSU & small stores

35%


Electronic

stores

4%


Residential

5%

Retail

95%

Hypermarket

10%

Others

4%

Source: DTZ appraisal report (based on the RICS standards as of June 30, 2010)


Start of construction H2 2008

Ownership Torunlar REIC



Estimated date of completion October 2010

Estimated operational date October 2010

Estimated investment TL38.3mm (US$24.2mm)


Current status Opened at 30th of October, 2010

Breakdown–Area¹ (GLA/GSA)

Retail 51%

Residential

31%

Office 9%

Hotel 8%


Appraisal value TL603.1mm (US$380mm)¹


Number of residences 657

Estimated start of construction H2 2010

Estimated date of completion H2 2013

Estimated operational date H1 2013

Estimated investment c.TL491mm (US$310mm)

Current status Under project development

Mall of Istanbul is a mixed-use project with a large shopping mall development along with residential, office and hotel units

It is expected to be one of the largest mixed-use projects in Turkey Planned to be built with 139,500 m² GLA enriched with 16,000 m² kids entertainment,

7,200 m² snowpark, cinema complex and conference / performance hall¹ Mall of Istanbul is well connected to the city centre through the D100 and TEM highway. In

addition, the site is located within 5km of the airport For the Mall of Istanbul, rents will be denominated in USD. Sales will be denominated in Turkish

Lira

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

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NishIstanbul mixed use project–Istanbul


Pre-sales figures

Cumulative pre-sales

agreements–TLmmPre-sold and remaining units

Source: Company financials as of June 30,

2010Source: DTZ appraisal report (based on the RICS

standards as of June 30, 2010)

63

105105

380

520

2009 H1 2010

Current year salesPrevious salesUnits sold

Ownership Torunlar REIC (41.4%)

Appraisal value TL35.5mm (US$22.4mm)³


Number of residences / Sellable area (m²) 585 / 53,204

Number of offices / Sellable area (m²) 63 / 16,925

Number of retail units / Leasable area (m²) 52 / 10,937




Estimated remaining investment TL15.3mm (US$9.6mm)

Located on the west-side

of Istanbul in Yenibosna,

1.5 km away from

Istanbul Atatürk Airport

Three residential blocks,

one office block and

retail units

As of June 2010,83% of

the offices and 80% of

the residences were

sold. The retail units will

be leased

For NishIstanbul, sales

are denominated in

Turkish Lira

289173 526

8532

0 11

374205

663

1+1 2+1 3+1 Office

Sold Remaining

³ DTZ appraisal report (based on the RICS standards as of June 30, 2009)


Breakdown–Area¹ (GLA)

Torun Tower–Istanbul


Appraisal value TL221.8mm (US$140mm)¹


Estimated start of construction 2011

Estimated date of completion 2013

Estimated operational date 2013

Estimated investment c.TL132mm (US$83mm)

Current Status Under project development

Residential

55%Office

40%

Retail 5%

The property is located at the city

centre in one of the most expensive

commercial districts of Istanbul

It also has a subway

connection

40 floor high-rise tower is planned

The building is planned to be a

landmark for the city with

very modern architecture and

construction technology

The Property is planned as a mixed-

use project with office and residential

units

For Torun Tower, sales will be

denominated in USD

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

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Note: Exchange rate US$/TL=1.5845 as of June30, 2010; Average exchange rate for first half 2010 US$/TL is 1.5231

Operational date 1989

OwnershipTorunlar REIC (44.6%) & Tek Art

Turizm (55%)

Occupancy (%) (year contract/yacht capacity) 97.9%

Average retail rent TL(31.3) (US$19.8/month)

Leasehold/freehold status Leasehold (till 22/12/2037)

Dividend yield on cost 16%

Occupancy (%) (closed area/yacht capacity) 103.7%

Appraisal value (REIC share) c.TL42.9mm (US$27.0mm)¹

Occupancy (%) (Retail units) 73%

Netsel marina is one of the three largest marinas in Turkey and services c.50,000 tourists

each year

The marina has a capacity for 805 yachts of various sizes, in all weather conditions. It

also includes a retail area of 6,400m²

Synergy benefits: Koç Holding‟s subsidiary, Tek Art Turizm, has 55% ownership of Netsel

Marina (0.4% is owned by the Torun family)

Koç Holding is currently the largest marina operator in Turkey, with seven marinas

currently in their portfolio

Rents are denominated in EUR

Dividends paid (TLmm)²

1.5 1.52.2 2.1

2007 2008 2009 2010

Nets

el M

ari

na

–

Ma

rma

ris

³


² Source: IFRS financials

³ Income producing asset4 Development in pre-construction stage


OwnershipTTA (Torunlar REIC (40%) Torun

Food–Turkmall Partnership)

Appraisal value TL14.3mm(US$9mm)

Leasehold/freehold statusLeasehold from Samsun

Municipality



Estimated investment TL10.6mm(US$6.6mm)

Current status Under project development

Torunlar, together with Turkmall, intends to develop a shopping mall in Samsun by renovating

an old cigarette factory

The project is situated in a central location, surrounded by residential and commercial buildings

It is between two main boulevards, which host many modern stores in Samsun

Rents will be denominated in EUR

Sa

ms

un

sh

op

pin

g m

all

–

Sa

ms

un

4

The site is located on the European side of Istanbul and is close to the Bosphorus

It is next to the cruise port of Istanbul

High potential of attracting cruise visitors

Surrounded by historic buildings and tourist locations

The Company plans to build a boutique hotel and a touristic commercial centre project with a

3,900m² closed area

The site is located next to the Galataport project, and is expected to benefit from this urban

transformation project once it takes place

Estimated start of construction H2 2011




Estimated date of completion 2012

Estimated operational date 2012

Estimated investment TL12.8(US$8.2mm)

Kem

an

ke

s B

ou

tiq

ue

Ho

tel–

Ista

nb

ul4

Antalya

Bursa

Ankara

Istanbul

Marmaris

Samsun

17PO

RT

FO

LI

OO

VE

RV

IE

W

18

Financials 18





Conclusion 27

Appendix 29

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Torunlar REIC maintains prudent financial targets geared to mitigate risks while

providing enough flexibility to support the growth strategy

Limit maximum loan-to-value¹ to 40%

Minimise cost of debt

Torunlar REIC intends to preserve a conservative funding strategy and therefore intends to remain primarily equity financed and at the same time have sufficient flexibility for significant growth plans

This conservative financing strategy has ensured that the company benefits from favourable banking covenants in its loan agreements

In addition, the personal guarantee of sponsors for financing has also helped in securing favourable covenants

However going forward the company does not intend to use personal guarantee of sponsors

Funding

policy

Hedging

policy

Growth

funding

The interest rate hedging policy is decided on a case by case basis depending on management‟s view on

current market conditions and expectations

Torunlar REIC intends to minimize its currency exposure by obtaining loans in the same currency of its

income

As a result, the company‟s debt is split in three different currencies (USD, EUR, and TL)

Dividend

policy

Torunlar REIC expects to pay an attractive dividend yield to its shareholders, with year-on-year growth aligned

with key performance indicators. However being mindful of growth capital expenditure requirements

The target is to pay-out c.50% of distributable profits

Combination of bank finance and equity issuance in line with funding policy

The proceeds from the IPO combined with the Company‟s debt and cash on the balance sheet, will be used to

finance the pipeline projects and future growth

Debt

Equity

¹ Net debt / Total assets

19FI

NA

NC

IA

LS

Summary financials

Operational performance

¹ For 2010 LTV calculated based on the DTZ RICS compliant GAV

² Post Torium Shopping Mall opening in October 2010

Revenues 2009:TL120.2mm:

– 54% residential sales;

– 46% rental revenues and others

Sept. 2010: TL 150.9mm

– 69% residential sales;

– 31% rental revenues and others

EBITDA 2009: TL 71.7mm (margin: 59.7%) Sept. 2010: TL 47.4mm (margin 31.3%)

Gross Asset Value: TL 2,598mm (US$1,640mm) 60% operational²; 40% pipeline 73% shopping malls; 15% residential

Operational portfolio yield: c.6%

Capital structure: LTV: 19.6% Weighted average maturity: 5 years Weighted average cost of debt: 5.35%

Average occupancy: 98%

Average lease length : 3.8 years

Key financial metrics

Inc

om

e S

tate

me

nt

Ba

lan

ce S

hee

t

Income Statement

TLmm Sep 2009 Sep 2010 Change%

Rental revenue 30.2 38.6 27.8%

Income from associates 4.5 4.7 4.6%

EBITDA margin (%) 62.8% 31.5% -

Fair valuation (change) 12.0 114.7 855.8%

Balance Sheet

TLmm 2009 Sep 2010 Change%

GAV (CMB) 2,314 2,500 8.0%

Cash & cash equivalents 72.6 248.8 242.7%

Net debt / Assets (%) 21.8% 18.0% -

LTV¹ (%) 23.6% 19.6% -

Like for like

growth

6

5

7

4

3

2

1

20FI

NA

NC

IA

LS

Torunlar REIC‟s financials

(„000 TL) 2007 2008 2009 Sep 2009 Sep 2010

Sales revenue 43,109 134,794 120,158 93,769 150,858

% growth - 212.7% (10.9%) - 60.9%

Residences sold - 68,639 65,380 51,434 103,485

Rental revenue 22,949 41,299 39,859 30,202 38,584

Other 20,160 24,856 14,919 12,133 8,799

Cost of sales (25,041) (68,218) (45,183) (35,240) (96,019)

Gross profit/loss 18,068 66,576 74,975 58,529 54,849

Operating expenses (12,497) (7,666) (8,014) (6,413) (12,224)

Other income/(expenses) 448,776 126,331 471,393 14,012 114,539

Net gains from fair value adj. on Inv. Properties 449,514 126,504 471,385 12,040 114,740

Operating profit / loss 454,347 185,241 538,354 66,128 157,164

Operating profit / loss excluding fair value gains 4,833 58,737 66,969 54,088 42,424

Share of profits of associates (recurring) 3,356 3,640 4,536 4,536 4,744

EBIT¹ 8,189 62,377 71,505 58,624 47,168

% margin 19.0% 46.3% 59.5% 62.5% 31.3%

EBITDA² 8,556 62,712 71,700 58,913 47,450

% growth - 633.0% 14.3% (19.4%)

% margin 19.8% 46.5% 59.7% 62.8% 31.5%

Share of profits of associates 58,846 11,788 2,704 (782) 8,865

Net financial interest income (exp) (8,511) (27,366) (25,433) (19,187) (20,306)

Net other financial income income(exp) 15,247 (103,802) (1,294) 4,351 31,905

Valuation gains from financial assets and liab. 13,607 (103,434) (2,251) 2,964 32,353

Profit before Tax 523,285 69,501 518,867 55,046 182,372

Tax expenses (143) - - - (833)

Net profit excluding fair value adj. gains³ 60,021 46,431 49,733 40,042 34,446

Net profit 523,142 69,501 518,867 55,046 181,539

Income statement

Source: IFRS financials, for September 2010 financials are according to CMB standards

Note: Sales are accounted when properties are physically transferred to buyers1 EBIT includes operating profit and share of profits from associates excluding any effect of fair value changes2 EBITDA = EBIT + Depreciation expenses ³ Excludes fair value gains/losses from “Investment Properties” and financial instruments

2

1

3

4

2

1

3

4

Rental revenues relate to the rental

income from operating shopping malls

Other revenue consists of electricity

sales income, excavation site rent

income, construction site rent income

and sales of other services and goods

Other income / (expenses) is mainly

driven by the net gains from fair value

adjustments on investment property

Share of profits of associates are

minority stakes in assets held by

Torunlar REIC. The latter in counterparty

receives dividends from those assets.

The split is into “dividends from

associates” which are considered as

recurring item and the gain in fair value

adj. of “Investment properties” are

considered non recurring

5 5 Financial income includes gains and loss

of financial instruments as well as the

sale of share of profits from associates

4

21FI

NA

NC

IA

LS

Torunlar REIC‟s financials (cont‟d)

Balance sheet (‘000 TL)

2

1 Inventories consist of construction cost of

housing units (completed and in-progress) as

well as the cost of land used for these residential

projects. In addition lands for future development

of residential projects are also included in this

line-item

1

1

2 Investment properties are properties held for

long-term rental yields and/or for capital

appreciation. This also includes landbank on

which asset to be held for long term usage is

planned.

Net debt / Assets Net debt / EBITDA Interest coverage ratio²

² EBITDA/ Net interest expense

Source: IFRS financials, for September 2010 financials are prepared according to CMB standards

¹ For Sep 2010 EBITDA has been annualized

(„000 TL) 2007 2008 2009 Sep 2010

Total assets

Current assets 220,490 208,846 250,631 364,469

Cash and cash equivalents 137,441 80,168 72,639 248,827

Inventories 62,315 72,626 101,648 82,046

Other current assets 20,734 56,052 76,344 33,596

Non-current assets 1,461,352 1,719,189 2,259,156 2,455,214

Investment in associates 100,986 112,774 115,478 124,343

Investment property 1,308,832 1,557,584 2,096,430 2,293,100

Property, plant and equipment 1,831 629 407 1,362

Inventories 13,090 – – –

Other non-current assets 36,613 47,702 46,841 36,409

Total assets 1,681,842 1,928,035 2,509,787 2,819,683

Total liabilities and equity

Current liabilities 379,303 292,672 241,733 232,039

Financial liabilities 315,507 272,170 157,676 155,890

- Bank borrowings 240,839 266,637 155,694 155,890

- Due to related parties 74,668 5,533 1,982 –

Other current liabilities 63,796 20,502 84,057 76,149

Non-current liabilities 158,975 349,062 462,886 600,937

Financial liabilities 137,236 333,170 462,881 600,922

Other non-current liabilities 21,739 15,892 5 15

Total equity 1,143,564 1,286,301 1,805,168 1,986,707

Total liabilities and equity 1,681,842 1,928,035 2,509,787 2,819,683

22FI

NA

NC

IA

LS

27.2%21.8%

18.0%

2008 2009 H1 2010

8.4x

7.6x

8.0x

2008 2009 Sep 2010¹

2.3x2.9x

2.3x

2008 2009 Sep 2010

24





Financials 18

Conclusion 27

Appendix 29

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Torunlar REIC: An internalised management platform focused on the real

estate business

Chairman & CEO

Aziz Torun

Shopping Malls

Marketing and Sales

Sitare Algan

Muzaffer Gülöz

Receivables, Payments Tax

CMB Relations

Şerife Cabbar

Construction SitesProject Development Manager

İdil Gençaydın

Chief Marketing Officer

Yunus Emre Torun

Executive Committee

Audit Committee

Corporate Governance Committee

Accounting Manager

Lütfü Vardı

Chief Operating Officer

İlham İnan Dündar

Finance and Investor Relations

Chief Financial Officer

İsmail Kazanç

Chief Development Officer

Yezdan Kanaat

Chief Construction Officer

Remzi Aydın

Board of Directors

Independent Board Members

Aziz Torun

Chairman and CEO

Mr. Torun is the Chairman and CEO of Torunlar Group. For more

than 30 years Mr. Torun devoted all of his know how, energy and

experience to Torunlar Group companies, and in particular to

Torunlar REIC

In 1982 Mr. Torun resigned from public duty and joined family

business

Yunus Emre Torun

Board Member & CMO

Mr. Torun joined Tornular REIC in 2004 as Board Member and

since 2006 he is in charge of Residential and Office Sales

Mr. Torun has been working within Torunlar Group companies

since 1998

Mr. Torun holds a BA in Economics from Marmara University and

completed postgraduate studies at UCLA, Berkeley

Mahmut Karabıyık

Board Member–Legal

Mr. Karabiyik joined Torunlar REIC in 2008 as a Board Member

Mr. Karabiyik has been working as a private legal counsel

specialized in corporate law For more than 25 years

Mr. Karabiyik holds a BA in Law from the İstanbul University

Ali Coşkun

Vice Chairman

Mr. Coskun joined the board of Torunlar REIC in 2008 to serve as

a Vice Chairman

Currently Mr. Coskun is member of TOBB High Advisory Board

From 2002 to 2007, Mr. Coskun was the Minister of Industry and

Commerce. He served as well as a MP representing Istanbul

Mehmet Torun

Board Member

Mr. Torun joined the Board of Torunlar REIC in 2010 as a Board

Member

Mr. Torun started his business life in 1962 at his father‟s trading

house, and since then he is still working at Torunlar Group

companies

Prof . Dr. Ali ALP

Board Member

Dr. Alp joined Torunlar REIC in 2010 as a Board Member

Dr. Alp is a part-time lecturer at the Bilkent University. He is also

an academic member at the TOBB University of Economics and

Technology

Dr. Alp holds a PhD and a BS in Management from Ankara

University

Mehmet Mumcuoğlu

Board Member

Mr. Mumcuoğlu joined Torunlar REIC in 2008 as a Board Member

Currently, Mr. Mumcuoğlu is also serving as Vice Chairman of

Ziraat Bankası

Mr. Mumcuoğlu has been working in the banking and finance

industry for more than 30 years

Mr. Mumcuoğlu holds a BS in Management from Istanbul

University

Currently, he serves as the Chairman of Torunlar Food Industry & Trade Inc., Torun

Marketing Inc., Ulusal Foreign Trade Tourism & Yachting Inc. and Pakyağ Industry &

Trade Inc.

Mr. Torun serves also as the Vice Chairman of Torun Construction Inc., Nokta

Construction Inc., Torun Shopping Centre Investment and Management Inc.

In additions to his previous roles, Mr. Torun is the board member of Netsel Tourism

Inc., Kütahya Refinery Inc. and Depa Vegetable Oil Refinery

Mr. Torun is a member in TUSIAD (Turkish Industrialists‟ and Businessmen‟s

Association)

From 1986 to 1990, Mr. Coskun was the president of TOBB

Mr. Coskun previously served as General Manager, Chairman and Board Member in

several companies such as Çanakkale Seramik, Kale Porselen,

Mr. Coskun holds a BS in Electrical Engineering from Yıldız Technical University and

a MS in Business Economics from Istanbul University

From 1976 to 1982 Mr. Torun worked at the Ministry of Labor and Social Security as

an inspector

Mr. Torun is the Vice Chairman of “Trade Council of Shopping Centres & Retailers”

Mr. Torun holds a BA in Economics from Istanbul University

25CO

RP

OR

AT

ES

TR

UC

TU

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Asset Management Property Management

Torunlar REIC has a proactive asset management approach aimed to maximise tenant

satisfaction and cost control

In-house asset management Outsourced property management

Va

lue-a

dd

ta

sks

No

n v

alu

e-a

dd

, day-to

-day ta

sks

Torunlar REIC: A fully integrated internally managed real estate platform

Torunlar REIC is an internally managed real estate

company where all asset management activity is

performed by the Company

Dedicated & experienced acquisition/disposal and asset

management personnel is in place

The Torunlar REIC asset management program includes

Asset per asset business plans

Regular asset management meetings involving senior

management

Regular reviews of individual asset performance

Regular site visits

Strategic decision making based on changing

conditions

Property management is outsourced to Zafer Plaza

Işletmeciliĝi A.Ş. and Torun AVM (both companies are

controlled by Aziz and Mehmet Torun) or other third party

service providers (ECE)

Standard contracts are in place that are terminable after

two years with no termination fee

Property managers are in charge of the day to day

management of the properties

Property managers work on an execution only basis

In addition, facilities management such as cleaning,

security services etc. are also outsourced

26CO

RP

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UC

TU

RE

27

Conclusion 27




Financials 18


Appendix 29

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Torunlar REIC: Investment highlights

One of the leading real estate developers in Turkey

Well established performance track record of development and asset management

Excellent growth potential

1

2

3

Professional management team with long-term local experience and deal sourcing capability

Turkey has strong long term economic fundamentals supporting RE growth

4

5

Stable financial structure and flexible tax efficient REIC regime

6

28CO

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SI

ON

29

Appendix

Torunlar REIC today

List of properties held by other Torunlar Group companies

Turkish real estate market update

Selected REIC comparables

REIC regulation

29




Financials 18


Conclusion 27

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Torunlar REIC: Portfolio summary as of Jun 30, 2010

Retail is expected to be the main

driver of growth for the Company

¹ “Others” includes hotels, landbank, office and marina

² Current pipeline extends until 2014

Note: For MOI and Torun Tower the DTZ valuation methodology has estimated the total value of the property, only however for illustrative purposes the specific asset class GAVs

are estimated based on proportion of their leased/ sellable areas


Current portfolioDevelopment/

pipeline²Total+ =

Total

GLA/GSA (m²) 171,425 598,956 770,381

Pending inv. ($mm) 0.9 544.2 545.1

Shopping malls

GLA (m²)

Pending inv. ($mm) 0.9 218.3 219.2

119,417 267,027 386,444

Others¹

– 109.9 109.9

17,166 143,074 160,241

GSA (m²)

Pending inv. ($mm) – 215.9 215.9

Residential

34,842 188,855 223,697

GAV ($mm) 627.4 562.1 1,189

GAV ($mm) 38.6 208.4 246.9

36.8 166.9 203.6

GAV ($mm) 702.7 937.4 1,640.1

GLA (m²)

Pending inv. ($mm)

GAV ($mm)

Income producing assets

Zafer Plaza Shopping Mall–Bursa

Korupark Shopping Mall–Bursa

Korupark Residences Phase I & II–Bursa

Antalya Deepo Outlet Mall–Antalya

Ankamall Shopping Mall + Crowne Plaza hotel–Ankara

Netsel Marina–Marmaris

Development assets in the pipeline

Torium Istanbul Shopping Mall–Istanbul

NishIstanbul mixed use project–Istanbul

Korupark Residences Phase III–Bursa

Antalya Deepo Extension Project–Antalya

Mall of Istanbul–Istanbul

Torun Tower–Istanbul

Kemankes Boutique Hotel Project–Istanbul

Samsun Shopping Mall–Samsun

Kayabaşı Residential (landbank)–Istanbul

31AP

PE

ND

IX

Torunlar REIC‟s operational portfolio

¹ Gross Rental Income based on 14.83% of Yeni Gimat‟s Gross Rental revenue

² Torunlar REIC‟s stake

³ Weighted average based on the number of properties in each city

Source: DTZ appraisal report (based on the RICS standards as of June 30, 2010) and IFRS financials

Key metrics of the current portfolio of shopping malls

Metric Total Bursa Antalya Ankara¹

Number of properties 4 2 1 1

Gross Asset Value (TLmm) 994 654 195 145

Gross Asset Value (US$mm) 627 413 123 92

Total leasable area² (m2) 119,417 88,235 18,069 13,112

Gross Asset Value (TL/m2) 8,325 7,412 10,778 11,085

Gross Asset Value (US$/m²) 5,254 4,678 6,802 6,996

LTM Gross Rent(TL/m2/month) 48.5³ 38.7 49.9 66.7

Shopping mall–split by tenant type

Dept and variety stores 15.5%Fashion 31.0%

Dept and variety

stores 35.9%

Source: Company

Note: Provided information is as of June 30, 2010

Fashion

44.7%

Kiosk 0.5%

Jewellery 1.7%

Restaurants 2.0%

Health and beauty 2.3%

Home and household 4.0%

Services and other 4.3%

Food 4.4%

Footwear and access 6.6%

Leisure goods 7.3%

By GLA By rent

Kiosk 2.0%

Health and beauty 2.7%

Restaurants 3.1%

Jewellery 3.5%

Home and household 5.3%

Services and other 5.6%

Food 7.2%

Footwear and access 8.2%

Leisure goods 2.1%

Source: Company

Note: Provided information is as of June 30, 2010

Operational assets providing stable cash flows (by GAV)

Korupark–social

and retail area

1%

Netsel marina

4%

Korupark residences

5%

Ankamall

13%

Deepo Outlet

17%

Zafer Plaza

13%

Korupark

Shopping Mall

46%Total operational GAV= TL1.1bn(US$703mm)

Operational assets represent 43% of total GAV

Others 11%

Shopping malls

89%


Crowne Plaza Hotel

1%

32AP

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IX

Istanbul strategy illustration

Source: Company

AIRPORT

AIRPORT

ÜMRANİYE

ÇEKMEKÖY

ZEKERİYAKÖY

HALKALI

BAŞAKŞEHİR

ATAŞEHİR

KARTAL / PENDİKKURTKÖY

SANCAKTEPE

KEMERBURGAZ

BEYLİKDÜZÜ

HARAMİDERE

Torun

Tower

Mall of

Istanbul

NishIstanbulTorium

KemankeşBAHÇEŞEHİR

Metro under operation

Metro under planning/constructionMetrobus under operation

Metrobus under planning/construction

Light metro (tram) under operation

Light metro (tram) under planning/construction

Tram

c

Urban

Luxury residential

Suburban/New residential

Central Business District (CBD)

Under construction

Construction has not yet started

33AP

PE

ND

IX

34

Appendix

Torunlar REIC today




REIC regulation

29




Financials 18


Conclusion 27

TO

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Torunlar Group’s property portfolio (excluding Torunlar REIC’s assets)

Property name Type of property

Rationale behind not including it in Torunlar REIT Comments

Izmir Marina+

shopping

mall+

residential

Zoning permit of the area has been revoked by

government authorities

New zoning discussions are currently in progress

with local municipal authorities

Once zoning approvals have been

received, the land could be potentially

included into Torunlar REIC

Kutahya Shopping

Mall

Zoning permit is not available on current site

Zoning discussions are currently in progress with

local municipal authorities

Once zoning approvals have been

received, the land could be potentially

included into Torunlar REIC

Ankamall (c.6% share

owned by Torunlar

family)

Shopping

Mall

The transfer of the additional c.6% from the Torunlar

family to Torunlar REIC cannot be executed by the

time of the IPO

Transfer will be completed post-IPO

Tuyap Exhibition

hall

Owned by Torunlar Food

Construction provides a tax advantage to Torunlar

Food

Can be potentially added into the REIC

once construction is completed

Headquarters (Istanbul) Office Owned by Torunlar Food

2 floors are leased to Torunlar REIC

The investment is not in-line with

Torunlar REIC’s investment strategy

Warehouses Warehouse Depot / entreport owned by sister companies

Used for business purposes

The investment is not in-line with

Torunlar REIC’s investment strategy

Potential additions to Torunlar REIC‟s portfolio

35AP

PE

ND

IX

36

Appendix

Torunlar REIC today




REIC regulation

29




Financials 18


Conclusion 27

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Prime rents stabilized in 2010, but are still below the pre-

crisis levels…

Source: DTZ Pamir & Soyuer

Expectations of a strong rental market outlook for shopping malls in Turkey

Source: Jones Lang LaSalle report Q1 2010

Turkey remains amongst the low density markets

in Europe (GLA per 1,000 inhabitants)

7.5%8.0% 8.0%8.9% 8.9%

7.5%

0

200

400

600

800

1,000

1,200

2005 2006 2007 2008 2009 1Q2010

0%

2%

4%

6%

8%

10%

… similarly yields have stabilised but still remain higher

than pre-crisis levels

Source: DTZ Pamir & Soyuer, CBRE Global Research

($mm) Yield

Est. transaction value in TurkeyCzech Rep.GermanyHungary

PolandUKTurkey

0 50 100 150 200 250 300 350 400 450 500

Netherlands

Ireland

Sw eden

Estonia

Luxenbourg

Finland

UK

Spain

France

Portugal

Italy

Lithuania

Czech Republic

Latvia

Poland

Average

Germany

Slovakia

Hungary

Belgium

Turkey

Russia

Greece

Romania

Ukraine

Bulgaria

37AP

PE

ND

IX

Population and economic growth combined with increased mortgage lending is

fuelling demand for residential assets in Turkey

Annual permits (‘000)

721 718 708 700 693 682

2009E 2010E 2011E 2012E 2013E 2014E

Population increase MigrationRenew al Urban Transformation

New housing demand (‘000)

Breakdown of construction permits

Residential 76%

Other 7%

Offices 4%

Logistics 5%

Hotels 2%

Retail 6%

Supply

Demand

Population growth in Turkey (mm)

52% 52% 52% 52% 52% 52%

16% 15% 13% 11% 11% 9%

11%

21% 23% 24% 25% 26%

11% 11% 11% 11% 13%

20%

Source: TurkStatSource: Central Bank of the Republic of Turkey

Source: TurkStat, EIU Source: TurkStat, EIU

Comments

The residential market in Turkey offers significant

potential reflecting:

Need to replace existing earthquake-vulnerable

stock

Rapid growth in the number of households

Strong investment intentions of the expanding

middle-income population

Housing demand in Turkey is closely related to

economic growth, household incomes and financing

opportunities Demand for housing between 2009 and 2014 is

expected to continue due to the increase in:

The marriageable age population,

Immigration from rural areas and continued

urbanisation

Housing loans / Nominal GDP

Source: Central Bank of the Republic of Turkey

162 203

330

511

600

585

504

510

161

163

175 2

50 295

325

357 400

2002

2003

2004

2005

2006

2007

2008

2009

2002

2003

2004

2005

2006

2007

2008

2009

Construction Occupancy 2009

0

10

20

30

40

50

2003

2004

2005

2006

2007

2008

2009

0%

1%

2%

3%

4%

5%

Housing Loans (TLbn)

Housing Loans to GDP (%)

71.9

73.374.0

74.775.4

76.0

2009 2010E 2011E 2012E 2013E 2014E

38AP

PE

ND

IX

Istanbul office market

Istanbul office stock (m²)

Rental/vacancy level

European office market prime rent (€/ m²/annum)

Istanbul office stock by region (m²)

Prime rents/yields (annual growth %)

European office market prime yield (%)

Istanbul, İzmir and Ankara

are the major office markets

in Turkey

However, the office

market in Istanbul is more

developed and more

similar to international

standards

Offices are generally

classified as A, B or C

class based on the price

and location

While 2009 was slow in

terms of real estate

investments, towards the

end of that year the office

market began to show signs

of recovery

Developments initially

planned for retail use,

which were either left

incomplete or postponed

to later dates, were

repositioned towards the

office real estate segment

Istanbul attracted the

attention of many investors

in 2009 following the revival

of the office real estate

market towards the end of

that year. New projects are

being planned or are

underway all over Istanbul

Comments


Source: DTZ Pamir & Soyuer Source: DTZ Pamir & Soyuer

Source: DTZ research Source: DTZ research


39AP

PE

ND

IX

40

Appendix

Torunlar REIC today




REIC regulation

29




Financials 18


Conclusion 27

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The analysis of other listed Turkish developers clearly demonstrates that

Torunlar REIC is one of the largest Turkish shopping mall developers

Market Cap (US$mm)¹ 1,2332

(NAV) 460 540 103 67 69

Market Cap (TLmm)¹ 1,953² (NAV) 729 855 163 107 110

Geographic split 4

İstanbul 52% 81% 67% 54% 19% 96%

Ankara 6% 12% 7% 2% 57% 0%

Bursa 30% 0% 16% 0% 0% 0%

Antalya 10% 6% 0% 0% 24% 4%

Other 2% 1% 11% 44% 0% 0%

TURKEY 100% 100% 100% 100% 100% 100%

Sector split 4

Retail 73% 29% 0% 3% 27% 94%

Residential 15% 0% 2% 0% 0% 0%

Office 6% 46% 0% 2% 16% 0%

Cash - 10% 8% 47% 50% 6%

Other3 6% 14% 90% 49% 7% 0%

Selected comparable listed REIC companies in Turkey

Source: Public Disclosure Platform

Note: Exchange rate US$/TL=1.5845 as of June 30, 2010

¹ As of August 5, 2010

² Net Asset Value as of June 30, 20103 Including landbank4 Based on the portfolio of Torunlar REIC

İS REIC is a member of IS Group of Companies, which includesTurkey‟s leading financial instituton, Is Bank. Its portfolio consists of office buildings, hotels and shopping

centres. The Company has a free float ratio of 55%

Sinpas REIC primarily focuses on residential real estate projects for sale and a significant portion of its portfolliois its landbank. The Company has a free float ratio of 49%

Alarko REIC has a 49% free float ratio and its portfolio comprises village lands, trade centres, shopping centres, stores, and holiday villages

Atakule REIC has a free float ratio of 49% and its portfolio comprises, shopping centers, office buildings and hotels

Dogus-GE REIC invests in and develops shopping centers, offices, residences, lands, and tourism projects. 51% of the Company is held by Dogus Holding and GE Capital,

whereas the free float ratio is 49%

41AP

PE

ND

IX

42

Appendix

Torunlar REIC today




REIC regulation

29




Financials 18


Conclusion 27

TO

RU

NL

AR

RE

IC

Turkey: Real Estate Investment Company (REIC)

General introduction

A REIT-like regime called REIC (Real Estate Investment Company) exists in Turkey

primarily under the administrative supervision of the CMB (Capital Markets Board), a

regulatory and supervisory body

REIC practices in Turkey started in 1995. REIC shares have been traded on the Istanbul

Stock Exchange since 1997

Due to the rapid increase in the population and internal migration, housing demands have

expanded in direct proportion to real estate investment

The new regulations regarding mortgage loans were introduced in 2007, further helping

the real estate sector‟s growth

Currently there are 17 REICs registered with the Capital Markets Board and with shares

quoted on the Istanbul Stock Exchange

Tax treatment at the level of REIC

The corporate income tax is 20%

Tax treatment at the shareholder level

Current income

Capital gains

Tax exempt

Tax exempt

Corporate shareholder Dividends and capital gains from share disposal subject

to standard corporate income tax rate

Individual shareholder 50% of dividends subject to individual income tax rate

Capital gains in principle tax exempt

Withholding tax Credit / refund may be possible

Source: EPRA reporting: Global REIT Survey (September 2009)

Selected requirements

Leverage

Short term credits limited to 3 times

the net asset value

Procedure

Regulated by the Capital Markets Board (CMB)

Statues must be in accordance with the law and the procedures of the Communiqué

Founders must have no records of legal prosecution due to bankruptcy or other offences

Legal

Legal form: Joint stock company

Minimum share capital: TL20mm

Shareholders

At least one of the founders must be leader equity owner (individually or by coming

together owning shares equal to at least 20% capital)

If the REIC is founded prior to 31 December 2009, at least 25% of the REIC‟s shares

should be offered to the public within:

1 year, if the REIC has a paid-up capital of less than TL50mm

3 years, if the REIC has a paid-up capital between TL50mm and TL100mm

5 years, if the REIC has a paid-up capital of more than TL100mm

If the REIC is founded after the 31 December 2009, at least 25% of the REIC‟s shares

should be offered to the public within 3 months

Asset level

Only transactions permitted by the Communiqué are allowed- Must primarily deal with

portfolio management

If the REIC is incorporated to invest in specific projects or to carry out business in specific

areas, 75% of the assets must consist of assets mentioned in their titles and/or articles of

association

Cannot be involved in the construction of real estate

Cannot commercially operate any hotel, hospital, shopping mall, etc.

Cannot provide services such as development and control of a project, by its personnel to

other individuals or institutions (except services provided to the projects within the portfolio)

Profit distribution

Operative income:

Minimum 0% of the distributable profit as first dividend ratio (2009)

Articles of association indicate the dividend ratio

Realised capital gains:

Will be regarded within the distributable profit

Unrealised capital gains:

Not part of distributable profit

Timing: Shall be decided by the General Assembly upon the Board‟s opinion taking into account the CMB regulations. As per the relevant Communiqué, It should be made within five months following the end of the fiscal year

4 3

25

16

43AP

PE

ND

IX

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