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TAV Airports Holding Financial and Operational Results First Quarter of 2014 May 9, 2014 Contents CEO’s Message Highlights Summary Financial and Operational Results Passenger Developments Comparison to 1Q13 Revenue Costs Profitability FX Analysis Debt Structure CAPEX APPENDIX Notes on Financials Adjusted Financials - IFRIC 12 Selected Financials by Assets (IFRIC 12 adjusted) Service Companies KPIs Quarterly Revenues & EBITDA by Assets Income Statement Balance Sheet Cash Flow Statement Timeline Material Events Concessions Overview 2014 Guidance TAV Corporate and Shareholder Structure Contact IR 3 4 5 6 7 8 9 10 12 13 14 TAV Airports Operations Map 15 16 17 18 19 20 21 22 23 24 27 28 29 30 2 CEO’s Message In the first quarter of 2014, our flagship, Istanbul Ataturk Airport was the second busiest airport in Europe. This is a well-deserved source of pride for us and just goes to show how far we have come both as a country and a company in less than two decades. With visionary macro policies and a very supportive environment for airport investments, we have changed the face of aviation in Turkey in close collaboration with the State Airports Authority (DHMI) and our airline clients led by Turkish Airlines. Turkey now boasts a top-tier aviation sector in the world with well respected brands and state of the art infrastructure. What’s even more encouraging is the outlook for the future. According to DHMI, the total passenger traffic in Turkey is poised to double in the next 10 years. Eurocontrol, on the other hand projects 7% CAGR for Turkey over the course of the next seven years while Airbus expects 7% CAGR in Middle Eastern traffic growth. We have come a long way in fourteen years and we have a long way to go in the years coming ahead. In line with these projections, we achieved a good set of passenger results in the first quarter of 2014. Overall, passenger growth was 16% for TAV Airports, while Istanbul grew 12% in international passengers. In the first quarter of 2014 our EBITDA grew 27% and reached €67m. Our net profit increased 28% and reached €20m. We achieved these results in an evironment where shop renovation in the duty free at the departures area in Istanbul and weak Turkish Lira and Rouble have put significant pressure on our retail revenues. At the end of 2013, we started implementing a turnaround strategy for Havas centered on better cost control, higher operational efficiency and revenue optimization. Based on this strategy, Havas financials visibly imroved compared to 1Q13. We completed the construction of the Izmir Adnan Menderes Domestic Terminal and opened it in March 2014. This terminal, being the largest domestic terminal in Turkey will serve the Aegean region well and boost tourism and business. During the quarter, we won the tender for the lease of Milas-Bodrum airport and upon necessary approvals plan to operate it for 20 years. I would like to thank all members of the TAV family for always giving their best at what they do even in uncertain economic environments. Dr. M.Sani Sener Member of Board of Directors President & CEO 3 Highlights of 2014 First Quarter Results Revenue growth pressured by weak TRL, weak RUB, shop renovations in Istanbul Consolidated revenue* of €190m (+2% vs 1Q13) Consolidated EBITDA* of €67m (+27% vs 1Q13) Strong EBITDA growth due to operating leverage, Havas turnaround, Net profit of €20m (+28% vs 1Q13) Net profit parallel to EBITDA growth despite pressure from deferred Net Debt of €1,043m (+11% vs 1Q13) Net debt increased due to ongoing investments and dividend payment 20.3 m passengers served (+16% vs 1Q13) Like-for-like growth of 13%, boosted by addition of Zagreb weak base year, favorable FX movements tax and FX loss * IFRIC 12 adjusted 4 28% Net Profit Growth YoY IFRIC 12 Adjusted Financials (in m€, unless stated otherwise) 1Q13 1Q14 Chg % Revenue 186 190 2% EBITDA 53 67 27% 28.2% 35.2% 6.9 ppt 87 102 16% 47.0% 53.6% 6.5 ppt FX Gain (Loss) 5 (2) n.m. Deferred Tax Income (Expense) 4 (1) n.m. 16 20 28% 43 19 -56% (56) (25) -55% EBITDA margin (%) EBITDAR EBITDAR margin (%) Net Profit Net Cash Provided from Operating Activities(2) Capex(2) (13) (7) -49% Shareholders’ Equity 534 539 1% Net Debt 936 1.043 11% 13,085 13,425 3% 17.6 20.3 16% - International 9.5 11.1 17% - Domestic 8.1 9.2 14% Free Cash Flow(2) Average number of employees Number of passengers (m) 15.9 14.1 -11% Duty free spend per pax (€) (1) (¹) Transfer numbers are tentative and subject to change (2) IFRS Source: TAV Airports Holding, DHMI, TAV Tunisia, TAV Macedonia, Georgian Aviation Authority, TIBAH , MZLZ In 1Q14, total number of passengers served increased 16%, thanks to the addition of Zagreb Airport. Like-for-like growth was 13%. In 1Q14, Istanbul Ataturk Airport realized 12% international passenger growth. Revenue increased by 2% to €190 million in 1Q14 from €186 million in 1Q13. Revenue growth lagged passenger both mainly because of weak Turkish Lira and weak duty free sales. The weight of aeronautical revenues in consolidated revenues was 46% in 1Q14 versus 44% in 1Q13. EBITDA grew by 27% to €67 million in 1Q14 from €53 million in 1Q13, implying respective 35.2% and 28.2% margins in 1Q14 and 1Q13, thanks to strong operating leverage, Havas turnaround and favorable FX movements. Likewise, EBITDAR increased by 16% to €102 million in 1Q14, reaching 54% EBITDAR margin. On the back of strong operational performance, the bottom-line (net profit attributable to owners of the company) came in at €20.3 million in 1Q14 versus €15.9 million in 1Q13, despite FX and deferred tax turning to loss in 1Q14. Revaluation of predominantly TRL and USD denominated monetary assets resulted in FX loss, due to appreciation of EUR. Temporary differences in airport operation rights, as well as loans and borrowings resulted in deferred tax expense in 1Q14. Consolidated net debt came at €1,043 million at 1Q14 versus €936 million at 1Q13. Increase in net debt was 11%, due to ongoing investments and dividend payments. 5 Double-Digit Passenger Growth Continued The number of passengers using airports operated by TAV increased 16% (likefor-like growth of 13%) to 20.3 million in 1Q14, on the back of organic and inorganic growth. The number of international passengers served at Istanbul Ataturk continued to grow in double digits, increasing by 12%, with 25% surge in international to international transfer passengers. Istanbul total pax growth is expected to converge to 8-10 % throughout the year. as per our official guidance Istanbul growth at double-digit spearheaded by THY’s aggressive fleet expansion plan. Ankara’s strong growth in domestic driven by Sun Express. Strong domestic growth in Izmir driven by Sun Express and Pegasus while Pegasus is driving international growth. SAS, Sun Express and Pegasus increased regular flights to Gazipasa dramatically. Medinah passengers increased dramatically due to easing of visa restrictions . Tunisian passengers was relatively flat due to the political situation. Georgian airports are hosting Turkish tourists and transit travelers to Istanbul. Macedonia is being driven mainy by WizzAir. January-March Passengers (‘000) (1) Ataturk Airport International Domestic Esenboga Airport International Domestic Izmir Airport International Domestic Gazipaşa Airport International Domestic Medinah Tunisia (Monastir&Enfidha) Georgia (Tbilisi&Batumi) Macedonia (Skopje&Ohrid) Zagreb Airport TAV TOTAL (3) International Domestic 2013 11,182 7,386 3,795 2,402 337 2,065 2,034 259 1,776 17 0.7 16 1,204 258 283 192 442 17,572 9,485 8,088 Air Traffic Movements (2) Ataturk Airport International Domestic Esenboga Airport International Domestic Izmir Airport International Domestic Gazipaşa Airport International Domestic Medinah Tunisia (Monastir&Enfidha) Georgia (Tbilisi&Batumi) Macedonia (Skopje&Ohrid) Zagreb Airport TAV TOTAL (3) International Domestic 2013 86,200 58,322 27,878 19,295 2,929 16,366 14,220 1,779 12,441 112 8 104 9,461 3,148 4,652 2,555 8,592 139,643 77,645 61,998 2014 12,422 8,237 4,186 2,714 323 2,392 2,245 299 1,946 51 11 40 1,673 267 310 208 430 20,320 11,138 9,182 Chg % 11% 12% 10% 13% -4% 16% 10% 16% 10% nm nm nm 39% 4% 10% 8% -3% 16% 17% 14% January-March 2014 96,154 65,908 30,246 20,600 2,661 17,939 15,383 2,142 13,241 412 87 325 12,871 2,885 4,906 2,593 8,212 164,016 94,234 69,782 Chg % 12% 13% 8% 7% -9% 10% 8% 20% 6% nm nm nm 36% -8% 5% 1% -4% 17% 21% 13% Source: Turkish State Airports Authority (DHMI), Georgian Authority, TAV Tunisie, TAV Macedonia, TIBAH and MZLZ Note: DHMI figures for 2014 are tentative. (1) Both departing and arriving passengers, including transfer pax (2) Commercial flights only (3) 2013 TAV totals do not include Zagreb Airport. 6 Strong Bottom-Line Consolidated Revenue (€m) EBITDA (€m) Net Profit (€m) 27% 28% 2% 190 186 1Q13 FY11 1Q14 FY12 FY11 1Q13 Consolidated Revenue (%) Aviation Duty-free 67 53 Ground-handling F&B FY12 1Q14 FY11 1Q13 EBITDA (%) Istanbul BTA Other Services Other 20% 31% Other Airports HAVAŞ Personnel Other Services rendered Duty-free 7% 5% -4%4% 1% 4% 34% FY12 1Q14 Opex (%) 8% 20% 20 16 5% Concession rent D&A Catering 0% 7% 4% 12% 0% 37% 11% 17% 17% 10% 9% 13% 12% 17% 16% 27% 24% 1Q13 1Q14 * IFRIC 12 adjusted 39% 80% 69% 22% 23% 7 Revenue Growth Pressured by Weak TRL (€m) * 1Q13 1Q14 Chg (%) Aviation income 58 64 10% Ground handling income 23 23 0% 50 17 38 186 46 18 38 190 -8% 9% 1% 2% Commission from duty free sales Catering services income Other operating revenue Total operating revenue Revenue increased by 2% to €190 million in 1Q14 from €186 million in 1Q13. While total number of passengers served increased by 16%, like-for-like growth was 13%. Ground handling income amounted €23 million in 1Q14, same as in 1Q13. The number of aircraft served by Havas, TGS and Havas Europe increased by 10% YoY to 93K. The number of flights served by TGS soared 14% in parallel with increase in total THY traffic. THY is served in Bodrum and Dalaman by TGS instead of Havas as of 2Q13. Ground handling revenue lagged flights served due to depreciation of TRL vs EUR and a relatively benign winter leading to lower de-icing revenues. Catering service income, mainly denominated in TRL, increased by 9%, from €17 million in 1Q13 to €18 million in 1Q14, mainly on the back of organic growth. Other operating revenue increased by 1% to €38 million in 1Q14 due to depreciation of TRL vs EUR affecting Carpark and Bus Services revenues. Our income stream is mainly in hard currency, based primarily in Euro and U.S. dollars (please refer to page #17), with aeronautical revenues (which includes ground handling), accounting for 46% of total operating income and nonaeronautical revenues accounting for 54% of total operating income in 1Q14. Aviation income amounted €64 million in 1Q14, versus €58 million in 1Q13 (+10% yoy). The growth in passenger number outpaced the growth in aviation income as domestic and transfer pax have a dilutive effect on aviation fees whose fees are €3 and €2.5 per pax respectively. The appreciation of EUR vs USD also negatively affects aviation revenues. Guaranteed pax fees in the context of IFRIC12 amounted €5.1m for Ankara Esenboga and €2.1m for İzmir Adnan Menderes in 1Q14. Commission from duty free sales decreased 8% from €50 million in 1Q13 to €46 million in 1Q14 due mostly to the ongoing shop renovations at the departures hall of Istanbul Ataturk Airport. While depreciation of TRL vs EUR also dampened arrival sales characterized by Turkish passengers, depreciation of RUB vs EUR put pressure on departure sales. Average per passenger spending decreased 11% to €14.1 in 1Q14 also exacerbated by the dilutive impact of the increase in transfer traffic. The share of international to international transfer passengers in Istanbul’s international passengers increased from 36% in 1Q13 to 41%, YoY**. * IFRIC 12 adjusted ** Transfer numbers are tentative and subject to change Share of Profit of Equity-accounted investees (€m) ATU TIBAH TGS BTA IDO MZLZ (ZAGREB) 0.2 0.5 1.7 3.8 2.1 8 Decline in Opex Thanks to Favorable FX (€m) Cost of catering inventory sold 1Q13 1Q14 Chg.(%) (6) (7) 18% Cost of services rendered (11) (10) -6% Personnel expenses (62) (55) -11% Concession & rent expenses (35) (35) 0% (31.6) (31.9) 1% Ege (2.2) (2.2) 0% Tunisia (0.6) (0.6) 14% Macedonia (0.6) (0.2) -73% (17) (18) 4% (26) (156) (24) (149) -8% -5% Istanbul Depreciation and Amortization Other operating expenses Total Operating Expenses Operating expenses decreased by 5% from €156 million in 1Q13 to €149 million in 1Q14. Expenses grew slower on the back of weak TRL and cost savings. Cost of catering inventory sold increased by 18% in 1Q14. Cost of services rendered decreased by 6% from €11 million in 1Q13 to €10 million in 1Q14. Cost of services rendered principally consists of Havas’ operating expenses, TAV Latvia’s concession payments and also includes some costs of BTA and TAV O&M. Personnel expenses decreased by 11% from €62 million in 1Q13 to €55 million in 1Q14, on the back of weak TRL despite 3% increase in the average number of employees. Concession & rent expenses amounted €35 million in 1Q14, same as 1Q13. Rent expenses principally consist of payments to DHMI under the terms of the Istanbul Ataturk Airport lease agreement and renovation of the domestic terminal. Concession expenses consist of payments made to Tunisian Civil Aviation Authority (OACA), Macedonian Ministry of Transportation and Communication and those made to DHMI under the terms of the Izmir Adnan Menderes Airport concession. While the rent payment of Istanbul Ataturk Airport is made in USD terms at the beginning of each year, due to the amortization schedule of the prepaid rent, Istanbul Ataturk Airport’s rent increased 1% from €31.6 million in 1Q13 to €31.9 million in 1Q14. The concession expense of TAV Ege was €2.2 million for Izmir Adnan Menderes domestic terminal in 1Q14. The concession expense for 1Q14 was €0.6 million in Tunisia. Macedonia’s concession payment decreased because it served more than 1 million passengers in 2013 dropping the concession percentage from 15% to 4%. The percentage decrease took place in 3Q13 retrospectively for YTD 2013. Depreciation and amortization expense rose by 4% from €17 million in 1Q13 to €18 million in 1Q14. Other operating expenses were down 8% at €24 million in 1Q14, mostly due to a stronger EUR versus TRL and USD. 9 Net Profit Impacted by Non-cash Items (€m) 1Q13(1) 1Q14(1) Chg.(%) Operating profit 36 49 38% EBITDA 53 67 27% EBITDA margin 28,2% 35,2% 6,9 ppt EBITDAR EBITDAR margin 87 47,0% 102 16% 53,6% 6,5 ppt (€m) 1Q13 1Q14 Chg.(%) Finance income Finance costs FX gain/(loss) 11 7 -33% (22) (24) 7% 5 (2) nm (11) (16) 46% Profit before income tax 18 26 45% Tax expense (5) (9) 98% (9) (8) -5% Net finance costs Current period tax expense Deferred tax (expense)/income Profit for the period 4 (1) nm 13 16 26% 16 (3) 20 (4) 28% 35% Attributable to Equity holders of the Company Non-controlling interest Operating profit increased 38% from €36 million in 1Q13 to €49 million in 1Q14. EBITDA, which we define as operating profit before depreciation & amortisation expense, increased by 27% and amounted €66,7 million in 1Q14 versus €52,5 million in 1Q13. EBITDAR, which we define as EBITDA before concession rent payment, increased by 16% from €87,4 million in 1Q13 to €101,5 million in 1Q14. Net finance costs amounted €16 million in 1Q14, compared with €11 million in 1Q13. Finance costs were higher mainly due to non-cash FX losses in 1Q14 vs FX gains in 1Q13. In 1Q14, revaluation of predominantly TRL and USD denominated monetary assets resulted in FX loss, due to depreciation of TRL. Tax expense consists of deferred tax and corporate taxes. Current tax expense was €8 million in 1Q14, compared with €9 million in 1Q13. In 1Q13, TAV had recorded €4 million deferred tax income versus €1 million deferred tax expense in 1Q14, mainly due to temporary differences in airport operation rights and borrowings. All in all, total tax expense amounted €9 million in 1Q14 versus €5 million in 1Q13, mainly due to deferred taxes turning negative. Net profit attributable to owners of the company in 1Q14 was realized as €20 million compared to a net profit of €16 million in 1Q13 according to IFRS financial statements. Non-controlling interest reflects the allocation of profit / loss held by minority shareholders of subsidiaries (BTA, TAV Tunisia, TAV Georgia, HAVAS Europe) and amounted €-4 million in 1Q14. (1) IFRIC 12 adjusted 10 FX Exposure of Operations (2013) Revenue (1) Opex (1)(2) €33m Other; 3% USD; 16% €61m €166m €158m Other; 8% TL; 23% USD ; 22% €367m €239m €138m €1037m €724m €599m EUR ; 19% TL ; 51% EUR; 58% Concession Rent Expense €24m €14m €129m Gross Debt EUR 10% TL 2% USD 1% €17m €1306m €143m USD 90% (1) Combined figures, pre-eliminations IFRIC 12 adjusted. Includes equity pick-up (€34m) (2) Includes concession rent expenses (€143m) and depreciation (€69m). €1347m EUR 97% 11 FX Exposure FX Rates Average Rate 31 Mar 31 Dec 31 Mar 1Q14 1Q13 2014 2013 2013 EUR/TRL 3.03 2.35 3.01 2.94 2.32 USD/TRL 2.21 1.78 2.19 2.13 1.81 EUR/USD 1.37 1.32 1.37 1.38 1.28 EUR/GEL 2.40 2.19 2.40 2.39 2.12 EUR/MKD 61.65 61.59 61.00 61.51 61.61 EUR/TND 2.20 2.07 2.18 2.27 2.05 EUR/SEK 8.86 8.50 8.94 8.94 EUR/SAR 5.14 4.95 5.16 5.16 Equity Profit or loss Strengthening of EUR Weakening of EUR Strengthening of EUR USD (16,518) 16,126 (3,422) 3,422 TRL - - 2,960 (2,960) (€’000) Weakening of EUR 31 March 2014 Other - - (728) 728 Total (16,518) 16,126 (1,190) 1,190 USD (16,039) 15,607 (14,012) 14,012 TRL - - (10,027) 10,027 8.34 Other - - (939) 939 4.81 Total (16,039) 15,607 (24,978) 24,978 Hedging Subsidiaries, TAV Istanbul, TAV Esenboga, HAVAS, TAV Macedonia, TAV Tunisia and TAV Ege enter into swap transactions in order to diminish exposure to foreign currency mismatch relating to DHMI installments and interest rate risk to manage exposure to the floating interest rates relating to loans used. 100%, 100%, 43%, 80%, 85% and 100% of floating bank loans for TAV Istanbul, TAV Esenboga, HAVAS, TAV Macedonia, TAV Tunisia and TAV Ege respectively are fixed with interest rate swaps as explained in Note 12. 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 highly effective. To the extent that the hedge is ineffective, changes in fair value of the ineffective are recognized in profit or loss. 31 December 2013 Sensitivity Analysis The Group’s principal currency rate risk relates to changes in the value of the Euro relative to TRL and the USD. The Group manages its exposure to foreign currency risk by entering into derivative contracts and, where possible, seeks to incur expenses with respect to each contract in the currency in which the contract is denominated and attempt to maintain its cash and cash equivalents in currencies consistent with its obligations. The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign currencies, both short-term and long-term purchase contracts. The analysis excludes net foreign currency investments. A 10 percent strengthening / (weakening) of EUR against the following currencies at 31 March 2014 and 31 December 2013 would have increased / (decreased) equity and profit or loss by the amounts shown to the left. This analysis assumes that all other variables, in particular interest rates, remain constant. 12 Debt Structure Net Debt (eop, €m) Airports 1Q13 2013 1Q14 794 652 871 Istanbul 209 (1) 176 Ankara 91 84 83 Izmir (including Ege) 57 155 191 Gazipasa 17 16 18 355 344 349 5 (2) (3) Tunisia Georgia Macedonia 60 55 57 Services 142 222 172 HAVAS 76 58 65 BTA (4) 2 2 70 162 105 936 874 1,043 Others Total Door to Door Maturity 8.1 Years Average Maturity 5.6 Years Average € Cost of Debt (Hedged*) 5.7 % Net Debt / 2013 FY EBITDA 2.7x *89 % of all loans have fixed rates. -as of March 31 2014 Gross Debt Maturity Profile (€m) 432 231 207 225 164 71 2015 2016 2017 2018 2019 2020+ 13 CAPEX Development & Outlook Quarterly Capex (€m) Ege Other 66 52 51 42 23 10 4 1Q13 Airport Izmir Medinah (33%) 2Q13 1Q14 Capex mainly due to Izmir Adnan Menderes Domestic Terminal Construction 11 7 3Q13 Scope Re-construction of the domestic terminal Re-construction of the terminals and extension of the runway 6 4Q13 Total EPC* (€m) 1Q14 EPC Cumulative Cumulative (¹+²+3) (€m) (€m) 2012¹ (€m) 2013² (€m) 20143 (€m) % Completed 266 264 272 39 210 23 99 % 248 181 196 52 101 42 74 % *While EPC capex does not include capitalized interest costs and other charges, IFRS capex does. Medinah EPC calculated at 1.3 EUR/USD 14 Notes on Financials Basis of Consolidation The consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Although the currency of the country in which the Group is domiciled is Turkish Lira (TRL), most of the Group entities’ functional currency and reporting currency is EUR. Each entity is consolidated as follows: Summary IFRS Consolidation Table 1Q 2014 1Q 2013 Name of Subsidiary Consolidation % Stake Consolidation % Stake TAV İstanbul Full - No Minority 100 Full - No Minority 100 TAV Esenboga Full - No Minority 100 Full - No Minority 100 TAV Izmir Full - No Minority 100 Full - No Minority 100 TAV Ege Full - No Minority 100 Full - No Minority 100 TAV Gazipasa Full - No Minority 100 Full - No Minority 100 TAV Macedonia Full - No Minority 100 Full - No Minority 100 TAV Latvia Full - No Minority 100 Full - No Minority 100 TAV Tunisia Full - With Minority 67 Full - With Minority 67 TAV Urban Georgia (Tbilisi) Full - With Minority 76 Full - With Minority 76 TAV Batumi Full - With Minority 76 Full - With Minority 76 TIBAH Development Equity 33 Equity 33 TIBAH Operation Equity 51 Equity 51 HAVAS Full - No Minority 100 Full – No Minority 100 BTA Full - With Minority 67 Full - With Minority 67 TAV O&M Full - No Minority 100 Full - No Minority 100 TAV IT Full - No Minority 100 Full - With Minority 99 TAV Security Full - No Minority 100 Full - No Minority 100 HAVAS Europe Full - With Minority 67 Full - With Minority 67 ATU Equity 50 Equity 50 TGS Equity 50 Equity 50 BTA Denizyollari (IDO) Equity 50 Equity 50 MZLZ Equity 15 - - MZLZ Operation Equity 15 - - 15 Adjusted Financials-IFRIC 12 Introduction to IFRIC 12 IFRIC 12 booking model DebitCredit The capex we incur on our BOT assets, is routinely booked as “airport operation right” in the balance sheet. However when there are guaranteed passenger fees in question, these fees are discounted to their NPV and subtracted from the “airport operation right” of the BOT in question. The remaining capex amount gets booked as “airport operation right” and the NPV of guaranteed passenger fees gets booked as “trade receivables.” When the guaranteed passenger fees become earned during the course of operations, these are credited from the balance sheet and the difference between discounted (NPV of) guaranteed passenger fees and the actual fees as they are earned are booked as finance income. Due to the application of IFRIC 12, guaranteed passenger fees stop being P&L items and get treated as Balance Sheet/Cash Flow items, while at the same time, part of these fees gets shown as finance income. This unduely decreases aviation income and increases finance income and distorts our P&L. To adjust for the distortion we add back guaranteed passenger fees while reporting our adjusted revenues. Total BS Debt BS Cash BS Construction in progress PL Construction Expense Construction Income 2. Completion of Construction BS Construction in progress (NPV of) Passenger Revenue Receivable BS (Trade Receivables) BS Airport Operation Right * 3. Operations During Year PL Aviation Income for the Current Year ** BS Cash ** 4. Year Close PL Aviation Income for the Current Year *** PL Finance Income (Difference between discounted receivables and the actual receivables) BS Passenger Revenue Receivable**** PL Amortisation of Airport Operation Right On the other hand the capex incurred during the construction phase is immediately transferred to P&L with an offsetting construction income assigned to it. This income may or may not carry a mark-up on it. Since this method of booking also distorts both the P&L and the Balance Sheet we adjust our financials to disregard the effects of both “construction expense” and “construction income.” Ankara IFRIC 12- is an accounting application treating BOT assets with special provisions for guaranteed income. Ankara Esenboga Airport and Izmir Adnan Menderes Airport International Terminal, with their guaranteed passenger fee structures, fall under the scope. İzmir 1. During Construction BS Accumulated Amortisation of Airport Operation Right * AOR = Construction in progress- (NPV of ) Passenger Revenue Receivable ** TR-GAAP ***IFRS (IFRIC 12 application) ****Discounted guaranteed passenger revenues for that period Guaranteed Pax Structure International Departing Pax (m) Guaranteed Pax Income (€m) Domestic Departing Pax (m) Guaranteed Pax Income (€m) International Departing Pax (m) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 0.8 11.8 0.6 1.9 0.8 12.4 0.7 2.0 0.9 13.0 0.7 2.1 0.9 13.7 0.7 2.2 1.0 14.4 0.8 2.3 1.0 15.1 0.8 2.4 1.1 15.8 0.8 2.5 1.1 16.6 0.9 2.7 1.2 17.5 0.9 2.8 1.2 18.3 1.0 2.9 1.3 19.2 1.0 3.1 1.3 20.2 1.1 3.2 1.4 21.2 1.1 3.4 1.5 22.3 1.2 3.6 1.6 23.4 1.2 3.7 0.6 9.6 0.5 1.5 1.1 1.1 1.1 1.2 1.2 1.2 1.3 Guaranteed Pax Income (€m) Guaranteed Pax Income (€m) 15.9 29.6 16.4 30.8 16.9 32.0 17.4 33.3 17.9 34.6 18.4 35.9 19.0 37.4 19.3 20.2 21.3 22.3 23.4 24.6 25.8 27.1 11.1 16 Selected Financials by Assets (IFRIC 12 Adjusted) and employee #s (1Q14, €m) Airports Istanbul Ankara Izmir (including TAV Ege) Gazipasa Tunisia Georgia Macedonia Services Havas BTA Others Total Elimination Consolidated Number of Employees (eop) Istanbul Ankara Izmir+Ege Tunisia Gazipasa Georgia Macedonia HAVAS BTA Holding O&M IT Security Latvia Akademi TOTAL Revenue 141.3 102.4 12.1 10.5 0.2 4.9 7.3 3.9 70.5 22.9 27.9 19.6 211.7 -22.2 189.6 EBITDA 56.7 45.5 7.0 2.4 -0.4 -2.2 3.8 0.6 9.5 3.0 1.0 5.5 66.2 0.5 66.7 EBITDA Margin (%) 40% 44% 58% 23% n.m. n.m. 51% 16% 13% 13% 4% 28% 31% Net Debt 871 176 83 191 18 349 (3) 57 172 65 2 105 1.043 35% 1.043 1Q13 1Q14 2,681 885 681 748 23 770 649 3,749 2,093 108 296 175 220 3 5 13,086 2,766 935 849 777 34 766 632 3,537 2,357 104 296 213 290 4 11 13,571 Revenue (€m) Airports Istanbul Ankara Izmir (including TAV Ege) Gazipasa Tunisia Georgia Macedonia Services Havas BTA Others Total Elimination Consolidated 1Q13 140.3 102.8 11.9 10.1 0.1 4.6 6.9 3.9 67.5 23.4 26.2 17.9 207.8 -22.2 185.6 1Q14 141.3 102.4 12.1 10.5 0.2 4.9 7.3 3.9 70.5 22.9 27.9 19.6 211.7 -22.2 189.6 Chg.(%) 1% 0% 1% 5% 88% 5% 7% 2% 4% -2% 7% 10% 2% EBITDA (€m) 1Q13 1Q14 Chg.(%) 50.9 42.1 5.8 2.2 -0.3 -2.0 3.1 0.0 1.7 -2.2 1.9 2.1 52.7 -0.2 52.5 56.7 45.5 7.0 2.4 -0.4 -2.2 3.8 0.6 9.5 3.0 1.0 5.5 66.2 0.5 66.7 11% 8% 21% 11% 34% 12% 20% n.m. 444% n.m. -48% 164% 26% Airports Istanbul Ankara Izmir (including TAV Ege) Gazipasa Tunisia Georgia Macedonia Services Havas BTA Others Total Elimination Consolidated 2% 27% 17 Service Companies KPIs ATU Revenues (€m) Q1 Q2 Duty Free Spend per Pax (€) Q3 56 17,1 15,7 16,3 TAV 16,6 16,5 16,0 17,1 14,6 74 72 57 41 47 38 29 42 33 41 50 61 56 2009 2010 2011 2012 2013 2014 14,7 14,5 14,9 15,1 14,8 15,9 14,1 73 65 15,8 53 14,8 37 16,0 69 68 47 Istanbul Q4 2007 2008 2009 2010 2011 2012 2013 1Q13 1Q14 TAV F&B Spend per Pax (€) # of Flights Served (‘000) 10% 1Q13 1Q14 84 2,1 93 2,0 1,8 14% 1,6 59 51 1,3 1,3 1,3 1,3 2011 2012 2013 1Q13 1,2 10% 21 -11% 23 12 HAVAŞ HAVAS Source: DHMI, TAV TGS 11 HVŞ E HAVAS EUROPE HAVAŞ + TGS + HVŞ E HAVAS+TGS+ HAVAS EUROPE 2007 2008 2009 2010 1Q14 18 Quarterly Revenue & EBITDA by Assets* €m Airports Istanbul Ankara Izmir (including TAV Ege) Gazipasa Tunisia Georgia Macedonia Services BTA Havas Other Total Eliminations Consolidated Adjusted Revenue Airports Istanbul Ankara Izmir Gazipasa Tunisia Georgia Macedonia Services BTA Havas Other Total Eliminations Adjusted EBITDA Total Guaranteed passenger fee revenue from Ankara from Izmir Total Concession expense Istanbul Ege Tunisia Macedonia *Adjusted for IFRIC 12 **1Q12 122.7 87.8 10.2 9.3 0.0 5.2 6.3 3.9 60.2 22.8 22.0 15.4 182.9 -18.5 164.4 43.6 34.6 4.9 2.4 -0.2 -0.9 2.9 -0.1 2.2 2.0 -2.1 2.3 45.8 0.0 45.8 6.6 4.4 2.2 32.6 29.3 2.2 0.5 0.6 **2Q12 155.8 106.0 11.3 14.1 0.1 12.7 7.2 4.3 80.1 26.5 35.1 18.6 235.9 -22.0 213.8 64.8 42.6 6.0 7.2 -0.2 4.3 4.1 0.8 16.1 3.0 6.7 6.4 80.9 -0.4 80.5 9.2 4.8 4.5 33.6 29.5 2.2 1.3 0.7 **3Q12 189.0 114.0 14.6 21.3 0.3 23.6 9.8 5.5 94.6 29.7 45.9 19.1 283.6 -23.8 259.8 98.0 55.2 8.3 11.8 -0.1 14.6 6.7 1.5 24.0 3.9 13.5 6.7 122.0 0.0 122.0 14.5 6.3 8.2 37.3 32.3 2.2 2.0 0.8 **4Q12 147.4 106.0 8.6 11.8 0.1 9.1 7.6 4.0 93.7 26.8 27.7 39.1 241.0 -32.4 208.6 61.1 48.6 0.0 5.4 -0.4 3.6 3.8 0.1 23.2 1.3 0.2 21.7 84.3 -4.8 79.5 4.4 1.3 3.1 32.2 32.3 2.2 -2.9 0.6 1Q13 140.3 102.8 11.9 10.1 0.1 4.6 6.9 3.9 67.8 26.2 23.4 18.2 208.1 -22.2 185.9 50.9 42.1 5.8 2.2 -0.3 -2.0 3.1 0.0 1.7 1.9 -2.2 2.1 52.7 -0.2 52.5 6.8 4.9 1.9 34.9 31.6 2.2 0.6 0.6 **Restated restrospectively due to IAS 19 2Q13 173.2 116.1 14.0 15.6 0.4 13.4 8.8 4.9 87.8 30.1 38.0 19.7 261.1 -24.4 236.6 86.4 57.9 8.2 7.5 0.0 5.1 5.7 2.0 20.6 2.9 8.0 9.7 107.1 -0.4 106.6 10.3 5.5 4.8 35.4 32.1 2.2 1.3 -0.2 3Q13 193.9 115.4 14.4 21.6 1.0 24.0 11.5 6.0 100.6 30.8 48.7 21.1 294.5 -24.2 270.3 106.0 59.1 8.8 13.6 0.5 13.1 8.2 2.8 35.3 3.9 18.9 12.6 141.4 -0.4 141.0 14.7 6.3 8.3 37.2 32.6 2.2 2.2 0.2 4Q13 150.6 107.7 7.8 12.7 0.3 9.8 8.2 4.1 88.6 28.9 30.4 29.3 239.2 -28.5 210.7 60.1 51.4 -1.3 4.1 -0.3 0.7 4.6 0.9 19.6 2.4 4.5 12.7 79.7 0.8 80.5 4.2 0.7 3.4 35.9 32.6 2.2 1.1 0.1 1Q14 141.3 102.4 12.1 10.5 4.9 0.2 7.3 3.9 70.5 27.9 22.9 19.6 211.7 -22.2 189.6 56.7 45.5 7.0 2.4 -0.4 -2.2 3.8 0.6 9.5 1.0 3.0 5.5 66.2 0.5 66.7 7.3 5.1 2.1 34.8 31.9 2.2 0.6 0.2 19 Income Statement (€m) Construction revenue Total operating income Aviation income Ground handling income Commission from sales of duty free goods Catering services income Other operating income Construction expenditure Operating expenses Cost of catering inventory sold Cost of services rendered Personnel expenses Concession rent expenses Depreciation and amortization expense Other operating expenses Equity pick-up Operating profit Finance income Finance expenses Profit before tax Income tax expense Profit for the period Attributable to: Owners of the Company Non-controlling interest Profit for the period 1Q13 1Q14 51.7 179.1 50.9 23.4 50.0 16.9 37.8 (51.7) (156.5) (6.1) (10.6) (61.6) (34.9) (16.9) (26.3) 6.2 28.8 10.9 (22.1) 17.7 (4.6) 22.9 182.3 56.3 23.4 46.1 18.4 38.1 (22.9) (148.8) (7.2) (10.0) (54.9) (34.8) (17.6) (24.3) 8.4 41.9 7.3 (23.6) 25.6 (9.2) 15.9 (2.9) 13.0 20.3 (3.9) 16.4 20 Balance Sheet €m ASSETS Property and equipment Intangible assets Airport operation rights Other investments Goodwill Prepaid concession expenses Trade receivables Other non-current assets Deferred tax assets Equity Accounted Investees Total non-current assets Inventories Prepaid concession expenses Trade receivables Due from related parties Derivative financial instruments Other receivables and current assets Cash and cash equivalents Restricted bank balances Total current assets TOTAL ASSETS 1Q13 1Q14 157 22 808 0 136 160 72 0 100 69 1.,523 156 19 942 0 136 155 56 1 78 83 1,626 7 138 80 36 4 31 134 160 590 8 137 75 14 1 29 146 146 556 2,113 2,181 1Q13 1Q14 162 220 73 -18 1 162 220 83 -18 1 40 -83 -2 140 40 -77 -17 143 534 31 565 539 27 567 LIABILITIES Loans and borrowings Reserve for employee severance indemnity Due to related parties Derivative financial instruments Deferred income Other payables Deferred tax liabilities Total non-current liabilities 989 15 11 152 29 9 2 1,056 1.101 13 2 136 23 13 4 1,291 Bank overdraft Loans and borrowings Trade payables Due to related parties Current tax liabilities Other payables Provisions Deferred income Total current liabilities TOTAL LIABILITIES 0 240 32 4 9 36 7 13 492 1,548 2 232 28 11 9 27 6 9 324 1,615 TOTAL EQUITY AND LIABILITIES 2,113 2,181 €m EQUITY Share capital Share premium Legal reserves Other reserves Revaluation surplus Purchase of shares of entities under common control Cash flow hedge reserve Translation reserves Retained earnings Total equity attributable to equity holders of the Company Non-controlling interest Total Equity 21 Cash Flow Statement €m CASH FLOWS FROM OPERATING ACTIVITIES Profit for the period Adjustments for: Amortisation of airport operation right Depreciation of property and equipment Amortisation of intangible assets Concession and rent expenses Provision for employee severance indemnity Provision for doubtful receivables Discount on receivables and payables, net Gain on sale of property and equipment Provision set/(released) for unused vacation Interest income Interest expense on financial liabilities Tax expense Unwinding of discount on concession receivable Share of profit of equity-accounted investees, net of tax Unrealised foreign exchange differences on statement of financial position items Cash flows from operating activities Change in current trade receivables Change in non-current trade receivables Change in inventories Change in due from related parties Change in restricted bank balances Change in other receivables and current assets Change in trade payables Change in due to related parties Change in other payables and provisions Change in other long term assets Additions to prepaid concession and rent expenses Cash provided from operations Income taxes paid Interest paid Retirement benefits paid Dividends from equity-accounted investees Net cash provided from operating activities 1Q13 1Q14 13 16 10 6 1 35 0 0 0 0 0 -3 20 5 -3 10 6 1 35 1 0 0 0 1 -3 20 9 -4 -6 -8 4 81 1 8 0 16 98 -7 -6 -10 7 0 -136 51 -8 -16 -1 17 43 -2 82 -1 6 -1 1 93 -1 -13 -7 5 0 -132 32 -10 -19 -1 17 19 €m CASH FLOWS FROM INVESTING ACTIVITIES Interest received Proceeds from sale of property, equipment and intangible assets Acquisition of property and equipment Additions to airport operation right Acquisition of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayment of borrowings Change in restricted bank balances Non-controlling interest change Dividends paid Change in finance lease liabilities Net cash provided from financing activities 1Q13 1Q14 3 3 0 -4 -52 -1 -53 1 -6 -19 0 -21 38 -57 124 1 -1 105 66 -90 140 0 -65 -1 50 NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT 1 JANUARY CASH AND CASH EQUIVALENTS AT 31 MARCH 95 38 134 47 96 143 Net cash provided from operating activities decreased YoY mainly due to working capital items. Major capex cycle for consolidated entities has completed with the end of the construction in Izmir. 22 Timeline 2012 2013 2014 Q1 Q1 Q1 • Izmir domestic operations were taken over by TAV Ege on January 2012. • HAVAS had to suspend bus services in Istanbul temporarily as of 14.01.2012 due to the decision of Istanbul Metropolitan Municipality. •Compensation letter received from DHMI regarding our Company’s concession rights in Istanbul Ataturk Airport •Tbilisi extension project cancelled •Milas-Bodrum Airport tender was won. •Dividend policy of 50% payout implemented. •Cash Dividend of €65m paid. •Izmir Domestic Terminal opened. Q2 • Transfer of 38% of TAV Airports shares to ADP has taken place in May 2012 • First time cash dividend of €39m • Operations of Medinah Airport were taken over in June 2012 • The insurance claim on the trigen facility has finalized and resulted in lower than inially expected, hence insurance income accrual amounting €2.7m was reversed. •TGS added SunExpress to clients served. Q2 •The New Istanbul Airport tender was held. TAV Airports did not win the tender. •Cash dividend of €59m paid. •Havas Europe Helsinki & Stockholm stations closed. •THY aircrafts are served by TGS now instead of Havas at Bodrum and Dalaman. Havas personnel were transferred to TGS. •Gezi events took place. Q3 Q3 •An MoU is signed to extend the Tbilisi concession for 10 years 9 months in exchange for new runway to cost $65m (MoU cancelled in Q1 2013. No Capex) •TAV Airports agreed to acquire the remaining 35% of Havas shares for €80m. •Holding made one off Medinah acquisition expenses (€0.2m in Q1, €0.5m in Q2, €2.0m in Q3) •TAV Airports’ consortium prequalified for LaGuardia Airport tender. •Macedonia concession rent dropped to 4% from 15% retrospectively. • Havas turnaround project launched. Q4 Q4 •Transfer of acquired Havas shares took place on October 3, 2012. •TAV Airports signed a LOI for 15% participation in the Zagreb Airport consortium composed of ADPM and BBI. •Holding made one off Medinah acquisition expenses (€0.9m in Q4, €3.7m for FY) •The Tunisian concession payable due from 2010 was decreased €3.9 million •TIBAHD paid €12.6m to TAV Airports Holding (€8.4m after eliminations) as success fee •Zagreb airport taken over in December 2013 by consortium. • At the end of 2013, corporate taxes in Tunisia have been decreased from 30% to 25%. 23 Material Events in 2014 04.02.2014, Executive Liability Insurance In accordance with article 4.2.8 of Corporate Governance Principles published by the Capital Markets Board of Turkey on January 3, 2014, the total amount of executive liability insurance for the members of the Board of Directors and Senior Management of TAV Airports Holding has been increased to 45mn USD, an amount which corresponds more than 25% of paid-in-capital of our company. to 18.02.2014, Dividend Distribution for 2013 It is unanimously resolved that this resolution to be submitted to the approval of our shareholders in the Ordinary General Assembly Meeting of our Company for the year 2013; 1. Our Company’s net profit of the fiscal year 2013 according to the independently audited consolidated financial tables prepared in accordance with “Capital Market Board Communiqué About Financial Reporting in Capital Markets Serial: II No: 14.1” is TRL 336,088,000 and according to the clauses of the Turkish Commercial Code and Tax Procedure Law is TRL 239,800,280, 2. Profit of TRL 336,088,000 of the profit after tax set forth in the consolidated financial statements will be the base for distribution of profit pursuant to the Capital Market Board Dividend Communiqué (II-19.1), 3. As it is obligatory to set aside first legal reserves until the reserve amount reaches 20% of the paid in capital in accordance with Article 519 of Turkish Commercial Code, it is decided to reserve TRL 11,990,014 first legal reserves for 2013, 4. It is determined that TRL 324,393,283, which is reached by adding the donations in the amount of TRL 295,297 made during the year to the distributable profit of TRL 324,097,986 for the year 2013 according to the consolidated financial statements, shall be the base for first dividend. 5. It is decided to distribute TRL 64,878,657, which corresponds to 20% of TRL 324,393,283, which is considered as the base of the first dividend in accordance with “Capital Market Board Dividend Communiqué (II-19.1)” as cash first dividend and to distribute TRL 134,130,108 as cash second dividend. a. TRL 199,008,765, which is the total cash dividend amount to be distributed, shall be covered by current period net profit. b. Accordingly TRL 0.5478 (54.78%) gross cash dividend per share having nominal value of TRL 1 shall be distributed to our shareholders and total gross cash dividend distribution amount shall be TRL 199,008,765. 6. It is decided to reserve the remaining amount after deducting the dividend to be distributed in accordance with the Capital Markets Law and Turkish Commercial Law as extraordinary reserve. 18.02.2014, Guidance for 2014, Under normal circumstances our company’s targets for 2014 are as follows: - Growth in total number of passengers served by TAV Airports of 10 to 12 percent, Passenger growth in Istanbul Ataturk Airport of 8 to 10 percent, Revenue growth of 9 to 11 percent, EBITDA growth of 12 to 14 percent, Capex of €100 to 120 million, Significant improvement expected in the growth of net profit. Note: All financial targets have been adjusted to reverse the effects of IFRIC 12. Financial targets are based on the assumption that passenger targets are attained. 24 Material Events in 2014 18.02.2014, Dividend Policy In accordance with the Communique numbered II-19.1 of the Capital Markets Board, our Company’s “Dividend Policy” to be determined as follows; Our Company determines the resolutions for distribution of profit by considering the Turkish Commercial Code, Capital Market Legislation, Capital Markets Board Regulations and Decisions, Tax Laws, the provisions of the other relevant legislations and articles of incorporation of our Company. Accordingly, 50% of the “consolidated net profit for the relevant period” calculated by considering the period financial statements that have been prepared under the Capital Market legislation and in conformity with the International Financial Reporting Standards (IFRS), will be distributed in cash or as gratis shares which will be issued by means of adding such amount to the share capital subject to the resolution to be rendered by the general assembly of shareholders of our company. Sustainability of this dividend policy is one of the basic purposes of our Company, except for such special cases necessitated by investments and any other fund requirements that may be required for the long term development of the Company, its subsidiaries and affiliates and any extraordinary developments in economic conditions. 03.03.2014, Corporate Governance Rating The Capital Markets Board’s (CMB) 01.02.2013 dated and 4/105 numbered meeting has agreed to the following, amongst other matters: • The weightings for each category under the Corporate Governance Ratings have been decided to be as 25% for “Shareholders”, 25% for “Public Disclosure and Transparency”, 15% for “Stakeholders” and 35% for “Board of Directors”. • In situations where companies are just meeting the articles stipulated under the Corporate Governance Principles, companies are scored a maximum of 85% for such article/question. If a company exceeds what is stipulated in the articles, then a company can increase to a full score in accordance with the feature of the related best corporate governance practice. On the other hand, the New Corporate Governance Communiqué (II-17.1) came into effect on January 3rd, 2014 after being launched by the Capital Markets Board of Turkey (CMB). The Corporate Governance Principles are updated with this new Communiqué as a part of an ongoing process by the introduction of the CMB Law no.6362. Within the scope of the developments stated above, the weighting of main topics of Corporate Governance Principles compliance methodology has been updated to capture the rating of minimum requirements and represent the amendments in corporate governance principles. In this context, our Corporate Governance rating grade which was announced as 93.97 (9.39 over 10) on 23rd August 2013 has been revised as 91.76 (9.17 over 10). The distribution of the weight assessment applied to the four subcategories are as follows: Weight/Grade Assigned Shareholders: 0.25 / 91,36 Public Disclosure and Transparency: 0.25 / 96,51 Stakeholders: 0.15 / 90,07 Board of Directors: 0.35 / 89,38 Total: 1.00 / 91,76 07.03.2014 Dalaman Int'l Airport Tender Result It has been announced that the winning bid for the tender made on March 7, 2014 as per the tender specifications of Dalaman Airport’s Existing International Terminal, Domestic Terminal and its auxiliaries within the framework of the procedures and principles defined by the General Directorate of State Airports Authority (DHMI), was offered by another company. 25 Material Events in 2014 21.03.2014 Milas-Bodrum International Airport Tender Result TAV Airports has won the tender held by the General Directorate of State Airports Authority (DHMI) for the leasing of the operating rights of the Milas-Bodrum Airport’s Existing International Terminal, CIP/General Aviation Terminal, Domestic Terminal and its auxiliaries, as the highest bidder. As per the tender specifications, our Company, has the operation right of the international terminal starting from October 22, 2015 to December 31, 2035 (approximately 20 years and 2 months) and operation right of the domestic terminal starting from delivery date by DHMI to December 31, 2035. The service charges per passenger have been determined as 15 Euros for outgoing international passengers and 3 Euros for outgoing domestic passengers throughout the operation period. 717 million Euros (VAT excluded) shall be paid as the total concession lease amount to DHMI for the entirety of the operating period until the end of 2035. 10.04.2014 Milas-Bodrum Airport Tender We had announced in our clarification of March 21, 2014, that our company has been awarded the tender, held by the State Airports Authority (DHMI) for the operation rights of the Milas-Bodrum Airport by leasing, for 20 years. Regarding the tender, Competition Board has announced its approval dated April 9, 2014 through their web site. The public shall be notified at all relevant stages. 26 Concession Overview Airport Istanbul Ataturk Ankara Esenboga Type/Expire Lease (Jan. 2021) BOT (May 2023) Scope 2013 Pax(mppa) fee/pax Int'l fee/pax Dom. Volume Guarantee 100% Terminal 51,3 US$15 €2.5 (Transfer) €3 No $140m/yr + VAT €176m 100% Terminal 10,9 €15 €3 0.6m Dom. , 0.75m Int'l for 2007+%5 p.a - €83m 100% Terminal 10,2 €15 €3 €29m starting 1.0m Int’l for from 2013 (6) 2006 + %3 p.a. €191m 100% Airport 0,4 €5 TL2 No $50,000+VAT(5) €18m 76% Airport 1.4 US$22 US$6 No - €(2)m 76% Airport 0.2 US$12 US$7 No - €(1)m 67% Airport 3.4 €9 €1 No 11-26% of revenues from 2010 to 2047 €349m 100% Airport 1,1 €17.5 in Skopje, €16.2 in Ohrid - No 15% of the gross annual turnover (2) €57m 33% Airport 4.7 SAR 80 (3) - No 54.5%(4) - 15% Airport 2.3 €15 (7) €4 (Transfer) (7) €7(7) No €2.0 - €11.5m fixed 0.5% (2016) - 61% (2042) variable - BOT+Lease Izmir A.Menderes Gazipasa Tbilisi Batumi Monastir&Enfidha (Dec. 2032) Lease (May 2034) BOT (Feb. 2027) BOT (Aug. 2027) BOT+Concession (May 2047) Skopje & Ohrid BOT+Concession (March 2030) Medinah Zagreb BTO+Concession (2037) BOT+Concession (April 2042) Lease/ Concession Net Debt (1) Fee TAV Stake 1) As of 31 March 2014 2) The concession fee is going to be 15% of the gross annual turnover until the number of passengers using the two airports reaches 1 million, and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the number of passengers 3) SAR 80 from both departing and arriving international pax. Pax charge will be increase as per cumulative CPI in Saudi Arabia every three years 4) The concession charge will be reduced to 27.3 % for the first two years that follow the completion of the construction. 5) TAV Gazipaşa shall make a yearly rent payent of US$ 50,000 + VAT as a fixed amount, until the end of the operation period; as well as a share of 65% of the net profit to the DHMI. 6) Cash Basis 7)€10, €4, €4 before April 2014 respectively for international, domestic and transfer pax 27 2014 Guidance Growth in Istanbul Ataturk Airport Passengers 8 to 10 percent Growth in Total TAV Airports Passengers 10 to 12 percent Growth in Revenues 9 to 11 percent Growth in EBITDA 12 to 14 percent Consolidated CAPEX €100m to €120m Growth in net profit Significant improvement expected Notes: All financial targets are subject to the passenger targets being met. All financial targets have been adjusted to reverse the effects of IFRIC 12 and are compliant with IFRS 11. 28 TAV Corporate and Shareholder Structure TAV Airports Holding Co. Airport Companies Ataturk (100%) Service Companies ATU (50%) Esenboga (100%) BTA (67%) Adnan Menderes (100%) Havas (100%) Gazipasa (100%) TGS (50%) Medinah (33%) Havas Europe (67%) Tbilisi & Batumi (76%) (2) 8.1% (3) 8.1% (4) 2.0% (1) 38.0% (5) 3.5% (6) 40.3% Shareholders O&M (100%) Monastir & Enfidha (67%) IT (100%) Skopje & Ohrid (100%) Security (100%) Latvia (100%) Shareholder Structure 1. Aéroports De Paris* Internationally acclaimed airport operating company with global operations 2. Tepe Insaat Sanayi A.S. Turkish integrated conglomerate focused on infrastructure and construction 3. Akfen Holding A.S. Holding company operating in the infrastructure, construction, seaport, REIT and energy sector 4. Sera Yapi Endustrisi A.S. Focused on construction in Turkey & MENA region 5. Other Non-floating 6. Other Free Float Zagreb (15%) *Through Tank ÖWA Alpha GMBH 29 Contact IR IR Team About TAV Airports Nursel İLGEN, CFA Director, Head of Investor Relations nursel.ilgen@tav.aero Tel :+90 212 463 3000 / 2122 Fax : +90 212 465 3100 Ali Özgü CANERİ Investor Relations Manager ali.caneri@tav.aero Tel :+90 212 463 3000 / 2124 Fax : +90 212 465 3100 Besim MERİÇ Investor Relations Manager besim.meric@tav.aero Tel :+90 212 463 3000 / 2123 Fax : +90 212 465 3100 IR Website http://ir.tav.aero e-mail ir@tav.aero Phone +90-212-463 3000 (x2122 – 2123 – 2124) Twitter twitter.com/irTAV Facebook facebook.com/irTAV TAV Airports, the leading airport operator in Turkey, operates 12 airports: Turkey Istanbul Ataturk, Ankara Esenboga, Izmir Adnan Menderes , Antalya Gazipasa Georgia Tbilisi and Batumi Tunisia Monastir and Enfidha Macedonia Skopje and Ohrid Saudi Arabia Medinah Latvia Riga (only commercial areas) Croatia Zagreb TAV Airports provides service in all areas of airport operations such as dutyfree, food and beverage, ground handling, IT, security and operations services. The Company and its subsidiaries, provided service to approximately 652 thousand flights and 84 million passengers in 2013. The Company’s shares are listed in the Borsa Istanbul since February 23, 2007, under the ticker code “TAVHL” Address TAV Airports Holding Co. Istanbul Ataturk Airport International Terminal (Besides Gate A and VIP) 34149 Yesilkoy, Istanbul 30 Disclaimer This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV Havalimanlari Holding A.Ş. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this document or referred to in such other written or oral information will form the basis of any contract. The information used in preparing these materials was obtained from or through the Company or the Company’s representatives or from public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to the accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability for, or remedy in respect of fraudulent misrepresentation by the Company. This presentation contains forward-looking statements. These statements, which may contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, reflect the Company’s beliefs, opinions and expectations and, particularly where such statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future performance. As a result, you are cautioned not to place reliance on such forward-looking statements. Information in this presentation was prepared as of May 9, 2014 31