tav presentation 19-21jan09 ml londonir.tav.aero/.../tavhl_investor_presentation_9m08.pdf4 we are...

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TAV Airports HoldingManagement Presentation

January 2009

1

Page

10TAV Airports – Operations

28Conclusion

21TAV Airports – Financial Overview

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%)109 outlets with a total seating capacity of 10,400 in Turkey andGeorgiaOperates Istanbul Airport Hotel (85 rooms)

Bakery & pastry factory serving in Turkey

€264m

Rev

enue

s9M

08(5

)

€114m €36m€43mNotes: (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 9M08(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

€97m

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. Airports International **6. Babcock & Brown – infrastructure fund7. IDB Infrastructure fund – Bahrain based private

investment vehicle affiliated with the Islamic Development Bank

8. Other Non-floated9. Free Float (24.24%)

a) Global Investment House – a Kuwait based fund (4.87%)

b) Airports International ** (1.25%)c) Other Free Float (18.13%)

Current Shareholder Structure

Other shareholders

* 34,875,000 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.** 3,017,688 shares (1.25% stake) held by Airports International ("AI") is shown among floating shares, hence AI owns 10.1% of our share capital

18,86%

16,03%

2,83%

14,40%8,85%

4,32%

4,92%

5,55%

4,87%

1,25%

18,13%

9-c 1

2

3

4(*)5(**)6

8

7

9-a9-b(**)

4

We are the #1 Airport Operator in Turkey and in the Region

Operating 3 of the 4 largest airports in Turkey

(Passenger number, million)

Large catchment areas in operation

5.0

17.7

23.2

5.2 (2)

0

5

10

15

20

25

Istanbul Antalya Ankara Izmir

45% MARKET SHARE

Source: DHMI, Passenger figures for 2007Notes: (1) Excluding transit passengers

(2) TAV only operates the international terminal, which had 1.6m passengers in 2007

Turkey

GeorgiaMacedonia

Tunisia

0.70.7

4.2

0

1

2

3

4

5

Tunisia Monastir Georgia(Tbilisi&Batumi)

Macedonia(Skopje&Ohrid)

(Passenger number, million)

Source: TAV Tunisie, Georgian Authority, Macedonia Aviation Authority,Passenger figures for 2007

TurkeyTAV is the leading airport operator in Turkey with a 45% market share and high quality passengersThe airport terminals which we operate in Turkey handled 27.3 million passengers in 2006 and 29.8 million in 2007(1)

Istanbul is the largest business center in the regionTunisia

The operation is started as of January 1, 2008 in Tunisia Monastir Airport, which handled 4.2 million passengers in 2007.The operation shall be undertaken in Tunisia Enfidha Airport following the completion of the construction (2H09)

GeorgiaTAV operates Tbilisi Airport (capturing 98% of all air traffic in Georgia) and Batumi Airport in Georgia

MacedoniaTAV holds the operation rights of the Alexander the Great Airport in Skopje, the St. Paul the Apostle Airport in Ohrid and the New Cargo Airport in Shtip for 20 years.

5

Earnings Visibility

Note: Passenger service charges apply to departing passengers only

Non-AviationAviation

IstanbulAgreed passenger service charge

$15 per intl. pax€3 per dom. pax

Ankara

Revenue guarantees€15 per intl. pax€3 per dom. paxFixed PSC €13m + 5% volume growth p.a.

IzmirRevenue guarantees

€15 per intl. paxFixed PSC €15m +3% volume growth p.a.

TbilisiAgreed passenger service charge

$22 per intl. pax – growing at 2% p.a.Fixed $6 per dom. pax

Duty Free and

Catering

Duty Free available to all international inbound and outbound passengers

Increased number of shops, improved selection of products and check-in / security procedures enhanced

Potential to enter local in-flight catering market by 2009

OtherHigh margin and operational leverage

Minimal maintenance capex requirement

Monastir&

Enfidha

Agreed passenger service charge€8.25 per intl. pax in 2008 €9 per intl. pax in 2009

BatumiAgreed passenger service charge

$12 per intl. pax$7 per dom. pax

66

Potential Projects

Airports need development!!!Significant traffic growth expected in the region

Thus, significant number of airport developments continuing and upcoming in the Middle East, North Africa, Central & Eastern Europe and the CIS countries

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

TAV is ready for the operator demand in the industry due to its,

Strategic shareholders

Internationally recognized JV partners

Established technical and operational know-how in the region

Complete range of services

Ability to reasonably price its services

Potential projects in the region

SJSC Riga International Airport (Latvia)

Pulkovo Airport (St. Petersburg)

Almaty International Airport (Kazakhstan)

Abu Dhabi International Airport

7

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

2 May 2008 – We were invited to the second (the last) round of bidding process for the tender of Abu Dhabi International Airport Development Project

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.

8

Developments in 2008

January

February

March

April

May

June

July

August

September November

October December

13 August 2008 – We have been prequalified to bid for the tender of Pulkovo Airport.

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

15 September 2008 – We submitted a non-binding offer for Almaty Airport together with Goldman Sachs

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

9

Traffic Performance

TAV Passenger Figures (million pax)

1%12.512.414%13.111.512.411.1Izmir A.Mend. (int’l)

6%8%7%

28%-2%

4%9%6%6%9%8%∆

138.2209.9348.1

6.934.6

36.413.750.1

100.9142.5243.42007

127.6194.1321.7

6.333.5

33.612.646.293.2

130.1223.3

11M07

82.5166.9249.4

5.027.9

23.310.633.959.2

112.3171.52004

109.9183.2293.1

5.631.1

29.110.739.880.8

123.4204.22005

128.8205.6334.3

7.632.7

35.711.347.192.3

142.2234.5

11M08

4%325.0TAV Total 6%194.5Int’l

2%47.4Ankara Esenboga-10%12.5Int’l

6%34.9Dom.

-2%35.2Monastir Airport21%5.4Georgia (inc. Batumi)

-1%95.0Dom.9%130.5Int’l5%225.5Istanbul Ataturk

1%130.5Dom.

∆2006Airports

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

TAV Air Traffic Movements (‘000)

0%4.14.11%4.24.24.13.7Monastir Airport

7%9%8%

16%

10%10%7%9%6%

12%9%∆

13.221.434.60.7

1.63.61.34.99.6

13.623.22007

12.220.132.30.6

1.53.31.24.68.9

12.621.5

11M07

7.616.924.50.4

1.52.21.13.35.4

10.215.62004

10.119.329.40.5

1.72.61.23.87.5

11.819.32005

12.520.933.40.7

1.63.91.25.18.6

13.321.8

11M08

3%32.0TAV Total 4%19.6Int’l

11%4.5Ankara Esenboga-8%1.2Int’l18%3.3Dom.6%1.5Izmir A.Mend. (int’l)

23%0.6Georgia (inc. Batumi)

-4%9.1Dom.6%12.2Int’l2%21.3Istanbul Ataturk

2%12.4Dom.

∆2006AirportsIn the first eleven months (January-November period)

Passenger:33.4 million total passenger, 3% growth (13.3 million int’l passenger in Istanbul Ataturk Airport, 6% growth)

Total int’l passenger traffic grew 4%

2% growth in domestic passenger traffic

Air Traffic Movement:334 thousand ATM, 4% growth

Int’l ATM grew 6%

10

Page


28Conclusion



11

Istanbul Atatürk Airport (100% owned)

Largest in the region

Main hub and home base for Turkish Airlines

Fastest growing airport in Europe

6% YoY int’l passenger volume growth in 9M08

Revenue of €197 million in 9M08, up 9%

€145 million EBITDAR in 9M08, implies 7% growthand 74% 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

18,017.623.221.319.3

15.612.111.412.6

2001 2002 2003 2004 2005 2006 2007 9M07 9M08

International Domestic

11% CAGR 2001-07

0

50

100

150

200

250

300

2003 2004 2005 2006 2007 9M07 9M08

13% CAGR 2003-07

y-o-y +9%

y-o-y +2%

Passenger traffic 2001-2008 (m)

12

Ankara Esenboga Airport (100% owned)

Newest in the region

Secondary hub of Turkish Airlines

Operations commenced in October 16, 2006.

With the new terminal and relieved capacity constraints, Ankara is expected to grow in the coming years

Revenue (€m)Passengers per airline (2007)


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

Source: DHMI

+8%CAGR 4,13.8

5.04.53.8

3.32.82.83.2

2001

2002

2003

2004

2005

2006

2007

9M07

9M08


y-o-y 7%

Source: DHMI

13

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

Talks with Euro flag carriers to fly direct

Revenue (€m)Passengers per airline (2007)

Passenger traffic 2001-2008 (m) (*)

Source: DHMI

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

1.41.51.7

1.51.41.51.51.3

1.6

2001

2002

2003

2004

2005

2006

2007

9M07

9M08

y-o-y +6%

Source: DHMI(*) International passengers only

14

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

ATÜ and BTA started to operate in the new terminal

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

Passenger traffic 2001-2008 (‘000)

Georgian Airways (31%)

THY (17%)

Lufthansa (9%)

Azal (7%)

Austrian Airlines (5%)

Air Baltic (4%)

Others (27%)Source: Georgian Civil Aviation Authority

560

252 274 318402

547 567 616460

2001

2002

2003

2004

2005

2006

2007

9M07

9M08


y-o-y +22%

Source: Georgian Civil Aviation Authority

+18%CAGR

15

Batumi International Airport (60% owned)

Operations in the terminal commenced in May 26, 2007.

Second biggest city of Georgia with strategic importance

ATÜ and BTA started to operate in the terminal

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

Passenger traffic 2007-2008 (‘000)

65

23

40

2007

9M07

9M07



Georgian Airways (14%)

THY (69%)

JSC TAM AIR (16%)

South Airlines (1%)


16

Monastir International Airport (100% owned)

3.53.54.24.24.13.72.82.9

2002

2003

2004

2005

2006

2007

9M07

9M08

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

17

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 €14.4 in 9M07 to€15.0 in 9M08, mainly because of new layout of duty free area at Istanbul Ataturk Airport. Spending per pax increased to €13.2 (9M07: €11.1) in Ankara EsenbogaATÜ also pursues tenders outside TAV operations

Spend per pax (€)*

Note: Figures imply 100% of ATU

Revenue (€m)

Financial Data

14.46.0%12.2

203.19M07

14.86.4%17.6

276.92007

-7%-

132%27%

∆

48%18.07.6EBITDA12%228.4217.2Total Revenues

4%15.016.0Spend per pax (€) -7.9%3.5%EBITDA Margin

∆9M082006(€ m)

15.014.814.814.8 16.014.414.3

2003 2004 2005 2006 2007 9M07 9M082003 2004 2005 2006 2007 9M07 9M08

188.0217.2

276.9

y-o-y +12%

165.5141.9

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

203228

18

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 19% in 9M08, 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 €1.7 in 9M07 to€1.9 in 9M08. BTA is in negotiations to provide in-flight catering operations within the local market

Spend per pax (€)*

1.8

n.m.-0.250.32007

-25%

-n.m.44%

∆

1.7

7.6%2.8

36.69M07

-14%.2.43.0EBITDA19%43.435.0Total Revenues

11%1.92.4Spend per pax (€)

-5.5%8.6%EBITDA Margin

∆9M082006(€ m)

2003 2004 2005 2006 2007 9M07 9M08

2003 2004 2005 2006 2007 9M07 9M08

29.435.0 50.3

y-o-y +19%

1.8 1.72.4

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

3743 1.9

19

Havaş Ground Handling (100% owned)(*)

108.3

58.554.8

121.8122.7

2004 2005 2006 2007 9M07 9M08

Total revenue of Havas increased by 13% in 9M08, with 16% 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

14%

-83%9%∆

108.3

25.8%22.185.6

9M07

7%23.711.1EBITDA13%96.699.5Total Revenues

13%121.8122.7# Aircrafts handled(‘000)

-24.5%11.2%EBITDA Margin

∆9M082006(€ m)

2005 2006 2007 9M07 9M08

84.199.5

y-o-y 13%

Note: Figures imply 100% of HAVAS

108.1

y-o-y +13%

139.3

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

85.696.6

20

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 (9M08)

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.30%

∆

n.m.-4.7-0.9EBITDA-2%35.936.5Total Revenues

-n.m.n.m.EBITDA Margin

∆9M089M07(€ m)

2006 2007 9M07 9M08

10.3

38.8

y-o-y -2%

50.3

Revenue (€m)

36.5 35.9

Financial Data

TAV O&M48%

TAV Holding

25%TAV IT13%

TAV Security

14%

21

Page


28Conclusion



22

Operational Performance

* Construction revenue and construction expenditure are excluded while computing the operational performance in the table.18%11,2249,473Average number of employees22%758.2620.8Net Debt3%350.3339.8Shareholders’ Equityn.m.(34.1)(72.7)Free Cash Flow

267%155.742.4Capexn.m.135.1(19.5)Cash flow from operationsn.m.10.3(19.1)Net Income (Loss)

-45.4%43.7%EBITDAR margin33%207.6156.4EBITDAR

-19.9%14.3%EBITDA margin78%91.051.1EBITDA28%457.1357.9Revenues

∆ y-o-y9M20089M2007(in million €)*

€10.3 million net profit for the first nine months period ended September 30, 2008.

Cash flow from operating activities reached €135 million during the period, the highest level since 2006.

23

Operational Performance

Continuing revenue growth:Consolidated revenue increased by 28% to €457 million in 9M08

Improving operational performance:EBITDAR increased by 33% to €208 million, implying 45% margin

Swinging to a net profit:€10.3 million net profit in 9M08, compared to €19.1 million net loss in 9M07

EBITDAR (€m)

Consolidated Revenue (€m)

2006 2007 9M07 9M08

95

358

457y-o-y +28%

508

402

2006 2007 9M07 9M08

34

156

208

y-o-y +33%218

170

Net Income (Loss) (€m)

-19.1

10.3

-38,4

-70,3

2006 2007 9M07

9M08

24

Revenue Profile

TAV Airports Revenues

Total revenues increased by 28% to €457 million in 9M08.

There is no historical financial information for Ankara, Izmir and Tbilisi (only passenger data) for 2006– in 2007 the volumes at these airports were approximately 31% of Istanbul’s volumes

Services commenced operations at the new airports in the last months of 2006 2007 was the first full year of operations at Ankara, Izmir and new terminal of Tbilisi.

125%67307019Others9%197181244227Istanbul

25%264211314247Airports

19%43375035BTA12%114102138109ATU (50%)28%290226313244Services

28%457358508402Consolidated-97-79-119-89Eliminations

27%554437627490Total-2%36375039Others88%97517461Havas (60%)(*)

Change9M089M0720072006(€ million)

(*) Fully consolidated for 4Q07 and 9M08 while 60% proportionally consolidated before

25

EBITDAR Build-up

Total revenues increased by 28% to €457million in 9M08

Aviation operations (including ground handling), account for 40% of total operating income and non-aviation operations account for 60% of total operating income in 9M08.

Operating expenses increased by 19% to €392million in 9M08

EBITDA: reached €91 million in 9M08, which was €51 million in 9M07.

Concession rent expenses increased by 11%to €117 million in 9M08, due to the concessionpayment for Monastir Airport

EBITDAR rose by 33% to €208 million in 9M08, implying 45% margin.

Rev

enue

s

Ope

x

EBIT

D&

A

Con

c. e

xp.

EBIT

DA

R

Non

-avi

atio

nA

viat

ion

185

272

392

6526

117 208

9M08 EBITDAR Build-up (€m)

26

EBITDAR Profile

TAV Airports EBITDAR (*)

EBITDAR rose by 33% to €208 million in 9M08, implying 45% margin.

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

n.m.301201Others7%145135180150Istanbul

29%175136200151Airports

-14%2303BTA48%9694ATU (50%)43%30211419Services

33%208156218170Consolidated2-140Eliminations

31%205157214170Totaln.m.-5-1-77Others78%2413125Havas (60%)(**)

Change9M089M0720072006(€ million)

(*) EBITDAR figure for Istanbul includes concession rent expense(**) Fully consolidated for 4Q07 and 9M08 while 60% proportionally consolidated before

27

9M08 Financial Summary

TAV Airports Consolidated– 9M08

(*) EBITDAR figure is used for Istanbul(**) Fully consolidated for 4Q07 and 9M08 while 60% proportionally consolidated before

9077%2533Tunisie00%00Batumi

2044%37Tbilisi (60%)

2-97Eliminations75837%205554Total194-13%-536Others

1166%115Ankara685%111Izmir

2-00Gazipasa

26374%145197Istanbul55966%175264Airports

-15%243BTA178%9114ATU (50%)

19910%30290Services

75845%208457Consolidated

-1224%2497Havas (**)

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

28

Page


28Conclusion



29

Outlook

Traffic &passenger growth

CommercialCommercialrevenuesrevenues

New New concessionsconcessions

THY joined Star Alliance in April 2008 expected to boost pax by 2 million

ATÜ and BTA expected to increase revenues at new airports

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

BTA – potential from in-flight catering operations within local market (2009)

2007 was the first full year of operations at Ankara, Izmir and Tbilisi

Recently won two concessions in Tunisia and one in Turkey (Gazipasa) and three airports in Macedonia

Started operations in Batumi Airport in 2007 and Monastir Airport in Tunisia in 2008

CapexCapexMinimal maintenance capex on existing concessions as all terminals are brand new

30

Appendix

Consolidated Income Statement

Cash Flow Hedge Accounting

Consolidated Balance Sheet

IFRIC 12

Concession Overview

Consolidated Cash Flow Statement

Historic Overview

Share Performance

31

Share Performance (as of January 16, 2009)

Market Performance

-33%-77%-68%YTD

49%28%39%3M

-42%-70%-66%Since IPO

3%-3%0%Weekly

Share Price Performance

4%-1%1%1M

Relative toISE-100USDYTL

Avg. Daily Volume US$ 7.9 mn (last 3 months)

Free Float 24.24%

Foreign ownership 69.1% of free float

Closing Price TRY 3.42 (US$ 2.13) per share

Market Cap US$ 517 mn

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

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0-08

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25-0

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13-0

3-08

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27-0

6-07

16-0

5-07

03-0

4-07

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

16.0

1.09

28.1

1.08

16.1

0.08

01.0

9.08

21.0

7.08

09.0

6.08

25.0

4.08

13.0

3.08

31.0

1.08

17.1

2.07

05.1

1.07

20.0

9.07

08.0

8.07

27.0

6.07

16.0

5.07

03.0

4.07

Volume ($m)

123456789

1011 Price ($)

32

Concession Overview

(*) As of 30 June 2008

Type / expire Scope Concession fee Net Debt (*)2007

Pax (mppa)Fee/paxIntern’l

Fee/paxdomesticAirport

Concession(2021) Intl + dom $165m/yr €313m23.2 US$15 €3Istanbul

Ataturk

BOT(2023) Intl + dom - €120m4.96 €15 €3Ankara

Esenboga

BOT(2015) Intl - €75m1.60 €15 -Izmir A

Menderes

BOT(2027) Intl + dom - €19m0.62 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%

60%

BOT + concession

(2047)Intl + dom

11-26% of revenuesfrom2010 to 2047

€14m4.3 €8.25 in 2008€9 in 2009

€8.25 in 2008€9 in 2009

Monastir&

EnfidhaNo100%

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

33

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

34

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.

35

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

36

Cash Flow Hedge Accounting

Subsidiaries, TAV Istanbul, 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 Tunisia, TAV İzmir and TAV Esenboğa, respectively are fixed with financial derivatives.

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

Sensitivity Analysis

A 10% strengthening of the Euro against other currencies (assuming that other currencies are constant) at 30 September 2008 would have positive effect amounting to approximately €3.2 million on profit or loss statement when ignoring the effect of derivative financial instruments.

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 €4.3 million on the Group’s variable rate debt when ignoring effect of derivative financial instruments. €2.5 million of the exposure is hedged through IRS contracts. Therefore, the net exposure on income statement would be €1.8 million.

37

Consolidated Income Statement

(0.03)(0.08)0.110.04Income / (loss) per share – basic 238,958,333238,958,333240,717,076240,717,076Weighted average number of shares outstanding

(6,517,012)(19,114,841)27,246,58210,333,089Profit / (loss) for the period1,099,242893,995216,320477,830Minority interest

(7,616,254)(20,008,836)27,030,2629,855,259Equity holders of the Group

Attributable to:(6,517,012)(19,114,841)27,246,58210,333,089Profit / (loss) for the period

2,340,2214,958,063(1,103,495)(6,552,447)Income tax (expense) / benefit

(8,857,233)(24,072,904)28,350,07716,885,536Profit / (loss) before income tax(31,301,989)(51,811,641)(13,851,356)(56,499,675)Net finance expense(35,675,197)(64,377,041)(17,970,247)(68,225,828)Finance expenses

4,373,20812,565,4004,118,89111,726,153Finance income

22,444,75627,738,73742,141,43373,385,211Operating profit(18,853,119)(61,613,967)(21,313,186)(55,336,091)Other operating expenses

(7,701,577)(22,761,613)(8,844,318)(25,743,229)Depreciation and amortisation expense

(35,486,543)(105,302,461)(41,236,512)(116,600,677)Concession rent expenses

(27,319,121)(75,995,546)(39,173,986)(110,783,078)Personnel expenses

(7,222,438)(14,396,631)(12,258,986)(27,902,282)Cost of services rendered

(15,234,607)(41,759,427)(16,803,611)(45,708,068)Cost of duty free inventory sold

(2,898,691)(7,774,327)(3,691,923)(9,717,329)Cost of catering inventory sold

(5,331,512)(21,820,001)(58,833,495)(162,439,320)Construction expenditure

7,177,67315,849,3187,261,96219,936,183Other operating income

130,202,569342,098,592175,260,318437,117,816Operating revenue

5,112,12221,214,80061,775,170170,561,286Construction revenue

3Q079M073Q089M08(€ million)

38


ASSETS

1,474,895,5631,598,527,131TOTAL ASSETS570,185,929583,961,077Total current assets

248,683 -Investments held for trading

257,520,816248,746,207Restricted bank balances

64,652,43336,150,212Cash and cash equivalents

43,579,33143,287,581Other receivables and current assets

-14,115,612Derivative financial instruments

4,194,406 20,058,578Due from related parties

49,883,34676,162,609Trade receivables

140,797,438133,215,353Prepaid concession expenses, current portion

9,309,47612,224,925Inventories

904,709,6341,014,566,054Total non-current assets21,157,80820,201,132Deferred tax assets

24,788,4525,827,998Other non-current assets

179,431,221162,087,945Non-current trade receivables

154,155,439151,239,126Prepaid concession expenses, non-current portion

131,564,539131,564,539Goodwill

1,235,34824,238Other investments

295,835,595444,513,602Airport operation right

30,395,63630,684,773Intangible assets

66,145,59668,422,701Property and equipment

31 December 2007 30 September 2008 (€ million)

39


EQUITY

337,468,308365,194,213Total Equity14,986,68014,924,637Minority interest

322,481,628350,269,576Total equity attributable to equity holders of the Company(56,584,597)(50,994,192)Accumulated losses

343,0393,795,414Translation reserves

-14,498,343Cash flow hedge reserve

40,063,86040,063,860Purchase of shares of entities under common control

3,007,5392,751,334Revaluation surplus

10,559,03915,062,069Legal reserves

220,182,481220,182,481Share premium

104,910,267104,910,267Share capital


40


LIABILITIES

1,474,895,5631,598,527,131TOTAL EQUITY AND LIABILITIES1,137,427,2551,233,332,918Total Liabilities

345,081,222380,652,015Total current liabilities9,364,3557,190,815Deferred income

11,533,5604,193,433Provisions

18,014,08134,698,705Other payables

1,487,6985,116,055Current tax liabilities

17,144,780-Derivative financial instruments

28,790,208 81,403,681Due to related parties

22,007,74927,302,346Trade payables

234,768,093 219,429,286Loans and borrowings

1,970,6981,317,694Bank overdraft

792,346,033852,680,903Total non-current liabilities4,581,2034,696,010Deferred tax liabilities

-763,611Other long term liabilities

19,068,15018,544,318Deferred income

4,884,1076,344,653Reserve for employee severence indemnity

763,812,573822,332,311Loans and borrowings


41


CASH FLOWS FROM OPERATING ACTIVITIES

148,258,170138,805,017Cash flows from operating activities8,267,299(16,117,150)Marked to market valuation of derivative instruments

(4,958,063)6,552,447Income tax expense / (benefit)

45,079,20649,691,352Interest expense on financial liabilities

(1,333,050)(624,051)Accrued interest income / (expense)

(15,015,510)(56,843,896)Unrealized foreign exchange differences on balance sheet items

(202,654)-Reversal of provision for slow moving inventory

437,431412,238Unused vacation accrual

(273,063)(384,924)Gain on sale of property and equipment

400,096136,401Discount on receivables and payables

-608,688Provisions set

(205,101)229,794Provision / (reversal of provision) for doubtful receivables

(815,634)2,467,123Provision / (reversal of provision) for employment termination benefits

7,927,980-Non-recoverable VAT related to concession payments

105,302,461116,600,677Amortisation of concession asset

1,886,7572,764,719Amortisation of intangible assets

6,775,9108,776,160Depreciation of property and equipment

14,098,94614,202,350Amortisation of airport operation right

Adjustments to reconcile net profit / (loss) to net cash provided by operating activities:

(19,114,841)10,333,089Profit / (loss) for the period

9M079M08(€ million)

42


(19,515,814)135,101,152Net cash provided from / (used in) operating activities (495,419)(798,336)Retirement benefits paid

(29,545,712)(21,061,502)Interest paid

(2,719,181)(2,497,506)Income taxes paid

13,244,498159,458,496Cash 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

-37,459,376Change in other long term assets

4,514,9726,951,801Change in other payables and provisions

(36,317,033)52,613,473Change in due to related parties

(30,237,031)(5,685,254)Change in trade payables

(3,117,604)22,233,539Change in other receivables and current assets

38,283,01868,890,325Change in restricted bank balances

1,890,594(15,864,173)Change in due from related parties

1,827,788(2,915,449)Change in inventories

12,907,30117,343,274Change in non-current trade receivables

(9,608,288)(26,571,768)Change in trade receivables


43


CASH FLOWS FROM INVESTING ACTIVITIES

(52,680,787)(165,614,052)Net cash used in investing activities (923,211)(2,430,588)Acquisition of intangible assets

(42,410,701)(155,745,118)Additions to airport operation right

(9,801,077)(11,007,190)Acquisition of property and equipment

1,097,3543,320,161Proceeds from sale of property and equipment

(643,152)248,683Net change in investments held for trading


52,751,85834,832,518CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER6,254,14662,681,735CASH AND CASH EQUIVALENTS AT 1 JANUARY

46,497,712(27,849,217)NET (DECREASE) / INCREASE FROM CASH AND CASH EQUIVALENTS118,694,3132,663,683Net cash provided from financing activities

5,366,739-Increase of share capital

48,300,648-Increase in share premium

635,493-Addition in finance lease liabilities

(19,202,214)-Purchase of shares under common control

(369,959)(62,043)Minority change

-3,196,170Change in revaluation surplus and translation reserves

81,700,050(60,115,716)Change in restricted bank balances(251,409,280)(698,907,986)Repayment of borrowings

253,672,836758,553,258New borrowings raised

CASH FLOWS FROM FINANCING ACTIVITIES

52,751,85834,832,518CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER6,254,14662,681,735CASH AND CASH EQUIVALENTS AT 1 JANUARY

46,497,712(27,849,217)NET (DECREASE) / INCREASE FROM CASH AND CASH EQUIVALENTS118,694,3132,663,683Net cash provided from financing activities

5,366,739-Increase of share capital

48,300,648-Increase in share premium

635,493-Addition in finance lease liabilities

(19,202,214)-Purchase of shares under common control

(369,959)(62,043)Minority change

-3,196,170Change in revaluation surplus and translation reserves

81,700,050(60,115,716)Change in restricted bank balances(251,409,280)(698,907,986)Repayment of borrowings

253,672,836758,553,258New borrowings raised

CASH FLOWS FROM FINANCING ACTIVITIES

44

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 16 January, 2009.

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