YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP

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YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
Strictly Private and Confidential

YDA İnşaat Sanayi ve Ticaret A.Ş.

Investor Presentation

December 2017
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
 About YDA Group      3
     About the Issuance   20
     Attachments          33

2
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
Prominent Features of YDA Group

                                            1

                                                43 Years of Experience &
                                                   Strong Reputation

             6                                                             2
                  Corporate Structure                                           Unique Experience in
                            &                                                     Construction &
                 Effective Management                                               Contracting

             5                                                             3
                                                                               Positioning in Strategic
                 Accessibility to Capital
                                                                               Industries & Diversified
                       Markets
                                                                                Revenue Composition

                                            4
                                                 Solid Balance Sheet &
                                                   Healthy Financial
                                                       Structure

3
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7           2

 YDA Group at a Glance                                                                                                                                                    6           3

                                                                                                                                                                                 5

 Established in 1993 and having 43 years of experience that goes back to AKSA                                           Ownership Structure
  İnşaat, YDA İnşaat Sanayi ve Ticaret A.Ş. (‘‘YDA Group’’ or ‘‘the Company’’) is one
  of the leading companies in the Turkish construction industry.
                                                                                                                                               Paid-in Capital: TRY75,000,000
 YDA Group locally and internationally builds and develops turnkey projects, BOT                                 2% 1% 1%
  projects, PPP projects, airports, health campuses, high-tech buildings, industrial                                                             Hüseyin Arslan
  facilities, cement factories, infrastructure projects, wastewater treatment shopping
  centers, roads, high-speed train lines, bridges, crossroads, high-rise buildings,                                                              Cüneyt Arslan
  residential projects, offices, hospitals, schools, apartments, luxury residences,
  villas and real-estate development projects.
                                                                                                                                    48%          Yaşar Arslan
 In addition to construction & contracting, the Company is also engaged in other                              48%
  industries having stable cash flow and open to growth such as airport PPP,
                                                                                                                                                 Melikhan Cüneyt Arslan
  healthcare PPP, medical/healthcare services, energy, mining, agriculture, smart
  media, information technologies (IT) and services (catering, cleaning, facility
  management) industries.                                                                                                                        Emirhan Yaşar Arslan

 The total volume of business of the Company, which has been completed in Turkey
  and abroad since its establishment, reached c.US$7 billion as of the end of 2016.

                                                                                                                          Fields of Activities

                                                    Number of                                                                       YDA

                Asset Size*                       Employees in the
               TRY6.2 billion                         Group*
                                                     +10.000                             Construction &               Real Estate
                                                                                                                                                 PPP                          Other
                                                                                          Contracting                 Development
                                                                                         • Industrial Buildings   •   YDA Center          • Integrated Health     • Agriculture
                                                                                         • Airports               •   YDA Söğütözü          Campuses:             • Energy
                                                                                                                  •   YDA Prime             Kayseri
                                                                                         • Buildings              •                         Konya                • Mining
                                   Completed*                                            • Infrastructure         •
                                                                                                                      YDA Park Avenue
                                                                                                                      YDA Parkline          Manisa               • Smart Media
                                     Projects                                              Projects               •   YDA West Avenue       Şanlıurfa            • Medical/Health
                                  ~ US$7 billion                                         • Hospital Projects                              • Airports:
                                                                                                                                                                  • Service
                                                                                                                                            Dalaman
                                                                                                                                            Aktau                • Information
                                                                                                                                          • Universities            Technologies
                                                                                                                                            SDU&Uludağ             (KEYDATA)

   4   * 2016 Annual Report, 2016 and 2017/6 Audited Financial Statements
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7       2

Unique Experience in Construction & Contracting                                       6       3

                                                                                          5

                                                   55%                           43
                                                                               Years of
                                                  Share in
                                                                            Experience in
                                                 Revenues of
      TOP 10                                        2016
                                                                            Construction
                                     ~US$7                     TOP 100      & Contracting
    Turkey’s 10th
       Largest                       billion                    The 89th
    Construction                                                 largest
                                     Completed                 company in
    & Contracting                     Projects
     Company *                                                   Turkey*

      * Source: Fortune 500 - 2017
5
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7         2

Unique Experience in Construction & Contracting                            6         3

                                                                                 5

    Industrial                                       Infrastructure   Hospital
                 Airports          Buildings
    Buildings                                           Projects      Projects

                      Completed Projects: ~ US$7 Billion

6
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7       2

Unique Experience in Construction & Contracting                                                                                  6       3

                                                                                                                                     5

                                                                  Airports

    Dalaman Airport New International Terminal            Diyarbakır International Airport         Kazakistan Aktau Airport
                     (Muğla)                                       (Diyarbakır)                      (Aktau – Kazakistan)

      Dalaman Airport International Terminal     Sabiha Gökçen Aviation, Maintenance, Repair and   Hatay International Airport
                     (Muğla)                              Modification Center (HABOM)                       (Hatay)
                                                                    (İstanbul)

7
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7         2

Unique Experience in Construction & Contracting                                                                       6         3

                                                                                                                            5

                                       Hospital & Health Campus Projects

    Kayseri Integrated Health Campus           Konya Integrated Health Campus          Manisa Education Research Hospital
               (Kayseri)                                   (Konya)                                 (Manisa)

         Şanlıurfa City Hospital           Ümraniye Pediatric and Maternity Hospital         Malatya State Hospital
               (Şanlıurfa)                                (İstanbul)                               (Malatya)

8
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7        2

Unique Experience in Construction & Contracting                                                            6        3

                                                                                                                5

                                     Infrastructure Projects

    Akçagöze – Başpınar Variant    Ankara – İzmir High Speed Railway Project   Ankara Water Treatment Project
            (Gaziantep)                        (Afyon – Polatlı)                         (Ankara)

     Aski Infrastructure Project             Ordu Highway Project               Tokat Niksar Highway Project
             (Ankara)                               (Ordu)                                (Tokat)

9
YDA İnşaat Sanayi ve Ticaret A.Ş. Investor Presentation - December 2017 - KAP
7          2

Positioning in Strategic Industries & Diversified Revenue Composition                                                                                                  6          3

                                                                                                                                                                              5

 With the completion of Public-Private Partnership (PPP) projects, the leading factor for Turkish healthcare industry, and
 ongoing real estate development projects, it is expected that strategic business lines which have higher profitability and
     relatively predictable & stable cash flows, will increase its share in the total consolidated revenue composition.

                                                       2014                                                2016                                         2020
                       3,500
 Sales (TRY million)

                       3,000
                       2,500
                       2,000
                       1,500                                                                             2,016
                       1,000                                                                                                                Increased
                                                                                                                                                                 More
                                                      1,181                                                                                                 Diversified and
                         500                                                                                                               Government-
                                                                                                                                                                Steady
                                                                                                                                           Guaranteed
                           0                                                                                                                                   Revenue
                                                                                                                                              Income
                                                                                                                                                             Composition
                                                       2014                                               2016

                                                      1% 2%                                                   1%
                                            15%                                                  23%                                       Less Volatile,         More
                                                                                                                                            Solid Cash         Predictable
                                                                                                                                              Flows            Cash Flows
                                         4%

                                                                                               7%                           55%

                                                                     78%                          13%

                             Construction & Contracting                         Real Estate Development                     Airports PPP   Medical PPP             Other

                       Source: Independent Audit Reports, YDA Group - Calculated using combined sales before elimination.
10
Positioning in Strategic Industries & Diversified Revenue Composition   7       2

Real Estate Development Projects                                        6

                                                                            5
                                                                                3

11
Positioning in Strategic Industries & Diversified Revenue Composition                                                                                                                 7        2

 Public Private Partnership (PPP) - Healthcare                                                                                                                                         6

                                                                                                                                                                                           5
                                                                                                                                                                                                3

                                                                                                    Total Investment: EUR420mn
                                                                                                    Operation Period: 25 years
                                                                                                    Construction Period: 3 years, following the site delivery
                                                                                                    General Information: General Hospital (900 beds), Gynecology Hospital (257 beds), Physical
        Kayseri                                                                                      Treatment and Rehabilitation Hospital (200 beds), Psychiatry Hospital (126 beds) and High
                                                                                                     Security Criminal Psychiatry Hospital (100 beds) , total of 1,583 beds
      Integrated
                                                                                                    Sponsors YDA İnşaat Sanayi Ticaret A,Ş, and INSO Sistemi Perle S.P.A.
        Health
                                                                                                    Project Company/ YDA’s Share: ATM Sağlık Kayseri Yatırım ve İşletme A,Ş, / (75%)
       Campus
                                                                                                    Financing*: Financing of the project was closed by a group of banks consisting of IFC (€35mn),
                                                                                                     Ziraat and Finansbank, The non-recourse loan will have 15 years maturity with a grace period
                                                                                                     during the construction period and fixed interest rate.
                                                                                                    Condition: Physical completion rate of the project reached 97% as of November, 2017 and is
                                                                                                     expected to be completed by the first half of 2018.

                                                                                                    Total Investment: EUR220mn
                                                                                                    Operation Period: 25 years
                                                                                                    Construction Period: 2 years and 3 months, following the site delivery
                                                                                                    General Information: Education and Research Hospital (558 beds)
       Manisa                                                                                       Sponsors: YDA İnşaat Sanayi Ticaret A,Ş,
      Education                                                                                     Project Company / YDA’s share: ATM Sağlık Manisa Yatırım ve İşletme A,Ş, / (100%)
      Research                                                                                      Financing*: Financing of the project was closed by a group of banks consisting of Islamic
       Hospital                                                                                      Development Bank (IsDB) (€95mn), Islamic Corporation for the Development of the Private
                                                                                                     Sector (ICD), OPEC Fund for International Development (OFID), Ziraat Katılım and Siemens
                                                                                                     Bank. The non-recourse loan will have 18 years maturity with a grace period during the
                                                                                                     construction period and fixed interest rate.
                                                                                                    Condition: Physical completion rate of the project reached 80% as of November, 2017 and is
                                                                                                     expected to be completed by the first half of 2018.

Source: Ministry of Health, General Directorate of Health Investments, Department of Public Private Partnership, YDA Group

         * Non-recourse and in accordance with English law in the framework of International PPP Project Financing rules
   12
Positioning in Strategic Industries & Diversified Revenue Composition                                                                                                                  7         2

 Public Private Partnership (PPP) - Healthcare                                                                                                                                          6

                                                                                                                                                                                            5
                                                                                                                                                                                                  3

                                                                                                    Total Investment : EUR355mn
                                                                                                    Operation Period: 25 years
                                                                                                    Construction Period: 3 years, following the site delivery
                                                                                                    General Information : Regional Hospital (420 beds), Gynecology and Pediatric Hospital (420
 Konya Karatay                                                                                       beds), total of 840 beds
   Integrated                                                                                       Sponsors: YDA İnşaat Sanayi Ticaret A,Ş.
     Health                                                                                         Project Company / YDA’s Share: ATM Sağlık Konya Yatırım ve İşletme A,Ş, / (100%)
    Campus                                                                                          Financing*: Financing of the project was closed by a group of banks consisting of EBRD
                                                                                                     (€67,5mn), Islamic Development Bank (€67,5mn), Black Sea Trade and Development Bank
                                                                                                     (€50mn), Unicredit and Siemens Bank, The non-recourse loan will have 18 years maturity with a
                                                                                                     grace period during the construction period and fixed interest rate.
                                                                                                    Condition: Physical completion rate of the project reached 34% as of November, 2017 and is
                                                                                                     expected to be completed by the last quarter of 2019

                                                                                                    Total Investment: ~EUR700mn
                                                                                                    Operation Period: 25 years
                                                                                                    Construction Period: 3 years, following the site delivery,
                                                                                                    General Information: Integrated Health Campus (1,700 beds)
   Şanlıurfa City                                                                                   Sponsors: YDA İnşaat Sanayi Ticaret A,Ş,
     Hospital                                                                                       Project Company / YDA’s Share : ATM Şanlıurfa Sağlık ve Yatırım İşletme A,Ş, (%100)
                                                                                                    Financing*: EBRD has been mandated by YDA Group for the financing of this project. Project will
                                                                                                     be financed via a non-recourse loan and in accordance with international PPP Project Financing
                                                                                                     rules.
                                                                                                    Condition: Expected to be completed before the end of 2020

Source: Ministry of Health, General Directorate of Health Investments, Department of Public Private Partnership, YDA Group

         * Non-recourse and in accordance with English law in the framework of International PPP Project Financing rules
   13
Positioning in Strategic Industries & Diversified Revenue Composition                                                                                                                                                                 7           2

Public Private Partnership (PPP) - Airport                                                                                                                                                                                            6

                                                                                                                                                                                                                                            5
                                                                                                                                                                                                                                                  3

                      Dalaman International Airport                                                                                         Number of Passengers in Selected Airports (2017*)
 ATM Havalimanı Yapım ve İşletme A,Ş,, in which YDA has 79,99% stake                                                           70
                                                                                                                                                  63,1                              The 8th most crowded airport with respect to no. of
                                                                                                                                                                                                                                                      100%

                                                                                         Total Number of Passengers (million)
  has won the BOT tender of construction and operating Dalaman Airport                                                                                                               passengers in 2017*                                              90%

                                                                                                                                60
  International Terminal in 2003.                                                                                                                                                   Has the third highest share of international                     80%

                                                                                                                                                                                     passengers (61%) after Antalya (71%) İstanbul
 As per the renewed tender in March 7, 2014, through the Project                                                               50
                                                                                                                                                                                     (69%)
                                                                                                                                                                                                                                                      70%

  Company YDA Havalimanı Yatırım ve İşletme A,Ş,, YDA Group has                                                                                                                                                                                       60%

                                                                                                                                40
  been awarded to operate both Domestic and International Terminals of                                                                                         31,0                                                                                   50%

  Dalaman Airport until the end of 2040. As per the tender, YDA Group will                                                      30                                          25,9                                                                      40%

  pay EUR705million + VAT to DHMI by 2040. YDA Group holds 100% stake
  in the Project Company.                                                                                                       20                                                     15,4
                                                                                                                                                                                                                                                      30%

                                                                                                                                                                                                 12,7
                                                                                                                                                                                                                                                      20%

 The new international terminal will be completed until the end of 2018 June                                                   10                                                                         6,2
                                                                                                                                                                                                                    4,1     3,7      3,5        2,6   10%

  and total investment (including construction and financing costs) amount will
  be EUR250mn.                                                                                                                          0                                                                                                             0%

                                                                                                                                                  IST          SAW          AYT        ESB       ADB       ADA      TZX     DLM     BJV         GZT
 YDA Group has mandated EBRD and Unicredit for EUR250mn loan with 16                                                                                                                    Total          % International
  years maturity to refinance the construction of the international terminal
                                                                                        * As of November 2017, last 12 months
  building and DHMI payment. YDA Group completed the financial closing on
  December 2014 with the abovementioned creditors and began to use the
  loan on August 2015.                                                                                                                                   Dalaman International Airport Passengers
                                                                                                       CAGR (2007-2017*)
                                                                                                       Passenger: 2,5%

  Annual (Domestic +
                                  New International

                                                                                                                 Passengers (million)
     International)                                          Concession Period
                                 Terminal Investment
  Passenger Capacity                                          26 Years (2040)
                                   EUR 250 million                                                                                                                                                                           3,2
   20 (10+10) million                                                                                                                                                                                                 3,3                       2,3
                                                                                                                                                                                                    3,0       3,2
                                                                                                                                                                               3,2         3,0                                        1,8
                                                                                                                                                         2,8          2,9
                                                                                                                                            2,5

                                                                                                                                                                                                                             1,2      1,3       1,4
                                                                                                                                                                                                    0,8       0,9     1,0
                                                                                                                                                         0,4          0,5      0,6         0,7
                                                                                                                                            0,4
                                                                                                                                 2011   2007
                                                                                                                                         2012    2013   2008
                                                                                                                                                          2014    2009         2010                                         2015     2016   Last 12
                                                                                                                                Domestic     International                                                                                  Months*
                                                                                            * As of November 2017, last 12 months

        Kaynak: DHMİ (General Directorate of    Airport codes (in the same order with the chart above): İstanbul Atatürk, Sabiha Gökçen, Antalya, Ankara
 14     State Airports Authority), YDA Group    Esenboğa, İzmir, Adana, Trabzon, Dalaman, Milas-Bodrum, Gaziantep
7            2

Solid Balance Sheet & Healthy Financial Structure                                                                                                                                                      6            3

                                                                                                                                                                                                              5

                                                                           Stable Growth in Revenues and Profitability

                                                                                                                                                                                                              35%
              2,000                                                                                                                                                                                           30%

                                                                                                                                    2,016
                                                                                                                                            24.3%
                                                                                                                                                                                                              25%
              1,500
million TRY

                                                             18.8%                     18.5%

                                                                                                       1,530
                                                                                                               18.0%                                                                                          20%
                                                                                                                                                                                        16.6%
                            1,306

                                    13.9%
                                                     1,204

                                                                               1,181
              1,000                                                                                                                                                                                           15%
                                                                                                                                                                 11.1%

                                                                                                                                                    489

                                                                                                                                                                                  944
                                                                                                                                                                                                              10%

                                                                                                                       275

                                                                                                                                                           687
                                                                     227

                                                                                               219
               500
                                            182

                                                                                                                                                                                                157
                                                                                                                                                                                                              5%

                                                                                                                                                                         76
                  0                                                                                                                                                                                           0%
                                    2012                     2013                      2014                    2015                         2016           2016 - H1               2017 - H1

                                                                               Net Sales              EBITDA                  EBITDA Margin

                                            Solid Balance Sheet                                                                                Healthy Financial Structure*
                                                                                                                                                                                                           4.7x
                                                                                                                                                                                 4.5x
                 22%                         21%                     21%                       22%

                                                                                                                                                                 3.5x

                                                                     51%                       44%
                 50%                         54%

                                                                                                                                                   2.2x

                                                                     28%                       35%
                 27%                         24%                                                                                                   2.0x          1.9x
                                                                                                                             1.0x
                                                                                                                                                                                                           1.4x
                 2015                        2016                2016 - H1                2017 - H1                                                                              1.3x

                          Shareholders' Equity / Total Liabilities&Shareholders' Equity                                      0.7x
                          Long Term Liabilities / Total Liabilities&Shareholders' Equity                                     2013               2014             2015            2016                 2017LTM
                          Short Term Liabilities / Total Liabilities&Shareholders' Equity
                                                                                                                                       Net Debt / EBITDA            Net Non-PF Debt /Non-PF EBITDA

              * Non-PF Net Financial Debt: Excludes Project Financing Debt for PPP Projects, and represents the net borrowing for YDA Group’s other activities. It is one of the
15            regular qualification requirements for bond issuances. (it is requested that this ratio should be below 2.95x during bond issue period). Calculated using last 12
              months EBITDA of 2017 for 2017/6 period.
              ** CAGRCompounded Annual Growth Rate (2012-2016), Source: Audited Financial Statements
7        2

 Accessibility to Capital Markets                                                                                                                                 6        3

                                                                                                                                                                       5

       Successful completion of bond issuances enhance the reliability of YDA Group and strengthens its position in capital
                                                          markets.

            Issue Size               TRY100,000,000                                                          Issue Size              TRY125,000,000
            Term                     728 days                                                                Term                    728 days
            Issue Date               2 July 2014                                                             Issue Date              26 July 2016
            Maturity Date            29 June 2016                              TRY        TRY                Maturity Date           24 July 2018
                                                                               100        125
            Interest Rate Type       Benchmark Bond (2 Year GDS*)                                            Interest Rate Type      Benchmark Bond (2 Year GDS*)
                                                                              million    million
            Spread                   375 bps                                                                 Spread                  350 bps

            Issue Size               TRY200,000,000                            TRY        TRY                Issue Size              TRY125,000,000
                                                                               200        125
            Term                     1,092 days                                                              Term                    1,457 days
                                                                              million    million
            Issue Date               16 December 2014                                                        Issue Date              26 July 2016
            Maturity Date            12 December 2017                                                        Maturity Date           22 July 2020
            Interest Rate Type       Benchmark Bond (2 Year GDS*)                                            Interest Rate Type      TRLIBOR (3 Months)
            Spread                   390 bps                                                                 Spread                  350 bps

All issuances were made to qualified investors without public offering. EBRD invested TRY40 million and TRY70 million in YDA Group’s issuances with maturity dates of December
12, 2017 and July 22, 2020, respectively.
           Sale to Over 50 different Institutional Investors (Asset Management Companies, Pension Funds, Insurance Companies, etc.)

  TURK Rating upgraded the long-term local rating of YDA Group from TR-AA to TR-AA + as a confirmation of its confidence
                   that the strong financial structure of YDA Group will be carried forward in the future.

                                    25/11/2014 (Initial)                          18/01/2016 (Update)                            03/08/2017 (Upgrade)
                                 Long-Term Rating: TR AA                        Long-Term Rating: TR AA                        Long-Term Rating: TR AA+
                                 Short-Term Rating: TR A1                       Short-Term Rating: TR A1                        Short-Term Rating: TR A1
                                    Outlook: Positive                              Outlook: Positive                                 Outlook: Stable

        * GDS: Government Debt Securities
  16
7       2

 Corporate Structure & Effective Management                                                                    6       3

                                                                                                                   5

                                    Strong Corporate Structure and Effective Management

 Vast experience in project management in Turkey and abroad                   International Experience in 3

 Very strong reputation in the market vis-a-vis suppliers and public bodies
                                                                               Continents 9 Countries

 Highly motivated, experienced & professional team
 Corporate and independent Board (3/7 independent member) structure
 Leadership in medical PPP sector
 Competence to work with domestic and foreign financial institutions
 Executive Committees on technical and financial sides with strong know-how
       Developments & Action Plans on Corporate Structure                       Awards & Sectoral Leadership

 Strengthening      Transparency, Sustainability and Corporate
       Governance

 Improvement of the Board and Committee structure
 Maintaining the Financial Discipline
 Corporate Social Responsibility (CSR) Projects
 Completing the investments regarding to Green              &
       Sustainable Bond

  17
7       2

Key Risks About The Instrument                                                                         6       3

                                                                                                           5

              Key Risks About the Instrument              Key Risks About the Business

       Country risk                               Environmental and Social Impact and Safety Risks

                                               
                                                   Cost Increase Risk
        Credit Risk / Default Risk
                                                   Supplier and Subcontractor Risk

       Liquidity Risk                             Risk of sustainability of revenues in the sector

       Regulatory Risk
                                                   Real Estate Specific Risks (Regulatory Risk, Bubble
                                                    Risk)

       Currency Risk
                                                   Force Majeure

                                                   Geopolitical risks that may affect the tourism industry
       Interest Rate Risk                          and aviation industry

                                                   Specific Risks related to PPP Projects, including but not
                                                    limited to regulatory changes, permits, EPC
                                                    contractor/O&M company risk, equipment risk, delay
                                                    risk, suspension risk, payment/default risk of
                                                    Government, operational performance risks, arbitration
                                                    risk, penalty risk and termination risk, market test risk.

                                                   Reputation Risk

     YDA Group takes necessary actions and precautions in order to mitigate the risks
                   related with the instrument and with the business.

18
 About YDA Group      3
      About the Issuance   20
      Attachments          33

19
7       2

Use of Proceeds                                                                                       6       3

                                                                                                          5

                                     Use of Proceeds from the Bond Issue

YDA Group plans to use the proceeds of the bond issue with floating coupon rate and TRY300million nominal
value (The total offering size can be increased depending on the final book size, while the issue size of each
tranche can be reset in line with the demand) or financing the following projects on proportional basis:

■ %35 to Şanlıurfa PPP Project

■ %25 to Banking Regulation and Supervision Agency (BDDK) Headquarters and YDA Prime Project at Istanbul
  International Financial Center

■ %20 to Konya PPP Project

■ %10 to Kayseri PPP Project

■ %5 to Dalaman International Airport Project

■ %5 to renovation and capacity improvement project for İzmir Dikili Agriculture Facility

20
7       2

Previous and Current CMB Limits and Outstanding Bonds                                                                                                  6       3

                                                                                                                                                           5

                                Previous and Current Capital Markets Board Limits

                       Institution                   Approval                   Approval Number               Approved Limit (TRY)

             Capital Markets Board of Turkey        13.06.2014                       18/580                       300,000,000

             Capital Markets Board of Turkey
                                                    21.04.2016                       13/460                       500,000,000

             Capital Markets Board of Turkey
                                                    17.11.2017                      42/1410                      1,000,000,000

                                        Previous and Current Outstanding Bonds
                                                                                               Outstanding
          ISIN Code              Issue Date    Maturity Date     Coupon Index Spread (bps)                                 Explanation
                                                                                              Nominal (TRY)

                                                                                                                Coupon and Principal Payments were
        TRSYDAT61625             2.07.2014      29.06.2016        Benchmark       375          100,000,000
                                                                                                                      made as of due dates.

                                                                                                                Coupon and Principal Payments were
        TRSYDATA1711             16.12.2014     12.12.2017        Benchmark       390          200,000,000
                                                                                                                      made as of due dates.

                                                                                 TOTAL         300,000,000

                                                                                               Outstanding
          ISIN Code              Issue Date    Maturity Date     Coupon Index Spread (bps)                                 Explanation
                                                                                              Nominal (TRY)
                                                                                                               Coupon Payments were made as of due
                                                                                                                               dates.
        TRSYDAT71814             26.07.2016     24.07.2018        Benchmark        350         125,000,000
                                                                                                                  Remaining Coupon and Principal
                                                                                                               Payments will be made as of due dates
                                                                                                               Coupon Payments were made as of due
                                                                                                                               dates.
        TRSYDAT72010             26.07.2016     22.07.2020       3M TRLIBOR        350         125,000,000
                                                                                                                  Remaining Coupon and Principal
                                                                                                               Payments will be made as of due dates
                                                                                 TOTAL         250,000,000

21
7       2

Coupon Calculation Method / Benchmark Indexed Bond                                                                      6       3

                                                                                                                            5

              Coupon Calculation Method                                                       Details

■ Floating rate Bonds priced over the applicable Benchmark         ■ The Benchmark Rate for the pricing of the First Tranche will
  Rate [and Margin] as follows.                                      be based on CMTR.

■ Reference Annual Compound Yield used as a basis for the          ■ For purposes of these Bond Terms:
  pricing of the bond, is determined by using the last three
  traded days’ weighted average compound yield (same day           ■ "CMTR" means constant maturity treasury reference 2 year
  value) of the CMTR on book closing date for the first coupon       maturity fixed coupon government bond (in Turkish, “devlet iç
  and on each Interest Determination Date, i.e. 1 Business Day       borçlanma senedi”) issued as benchmark bond by the
  before the first day of each Coupon Payment Date, for the          Department Undersecretariat of Treasury of Turkey (T.C.
  remaining coupons.                                                 “Hazine Müsteşarlığı”).

  Reference Quarterly Simple Yield = ((Reference Annual            ■ If a CMTR has been issued for the first time and has not
  Compound Yield +1)^(Number of Days within the relevant             been exchanged on Borsa Istanbul for the last three traded
  coupon period/365))-1                                              days on the Interest Determination Date, the calculations for
                                                                     that Interest Determination Date will be based on the
■ “Quarterly Coupon Yield” will be calculated by adding              previous CMTR.
  Reference Quarterly Yield to the quarterly margin, which is
  "Number of days in the relevant coupon period/365" of            ■ If CMTR has not been traded for the last three business days
  Annual Margin.                                                     on the Interest Determination Date, the calculations will be
                                                                     based on the last three traded business days.
  Quarterly Coupon Yield = Quarterly Reference Yield + (Annual
  Margin *(Number of days in the relevant coupon period/365))      ■ Interest Determination Date being 1 Business Day before
                                                                     each Coupon Payment Date.
■ Four digits after the decimal point are taken into account for
  the aforementioned calculations.

22
7          2

Summary Term sheet of 791-day Floating Rate Bonds                                                                                               6          3

                                                                                                                                                    5

Type of debt Instrument              Bond
                                     TRY 150,000,000 (The TRY 150 million nominal issue is part of a two tranches offering with 300 million total size.
Issue Size (TRY)                     The total offering size can be increased depending on the final book size, while the issue size of each tranche can
                                     be reset in line with the demand)
Issuer’s Credit Rating               AA+ Long Term National– Turk Rating
Term                                 791 Days
Coupon Type                          Floating
Frequency of Coupon Payments         Quarterly
Principal Payment Date               At maturity on 9th Coupon date i.e. 14.02.2020
Issue Market                         TRY Domestic
Issue Method                         Sale to Qualified Investors
Bookrunners                          Is Investment & Ziraat Investment
Bookbuilding                         13 December 2017
Interest Accrual Date                15 December 2017
Maturity Date                        14 February 2020
                                     1st Coupon: 16.02.2018, 2nd Coupon: 18.05.2018, 3rd Coupon: 17.08.2018, 4th Coupon: 16.11.2018, 5th
Coupon and Principle Payment Dates   Coupon: 15.02.2019, 6th Coupon: 17.05.2019, 7th Coupon: 16.08.2019; 8th Coupon: 15.11.2019; 9th Coupon and
                                     Principal Payment: 14.02.2020

Government Benchmark                 TRT131119T19 (13 November 2019 maturity TRY Govt)

Annual Spread (Simple)               3.75% (375 bps)
Listing                              Borsa İstanbul
INDICATIVE PRICING
Indicative Pricing Date              8 December 2017
                                                                                            91 Days (According to Number of Coupon Days of
Number of Coupon Days                63 Days (1st Coupon)
                                                                                            remaining coupons)
CMTR Compound Yield                  13.35%                                                 13.35%
CMTR Quarterly Simple Yield          2.19%                                                  3.17%
Annual Spread                        3.75%                                                  3.75%
Coupon Rate                          2.84%                                                  4.10%
Annual Bond Yield (Simple)           16.45%                                                 16.45%
Annual Bond Yield (Comp.)            17.62%                                                 17.49%
Bond Price                           TRY 1.00

23
7       2

Pricing Method/ Bonds priced over the 3 month TRLIBOR rate                                                            6       3

                                                                                                                          5

               Coupon Calculation Method                                                    Details

■ Floating rate Bonds priced over the applicable Benchmark        ■ The Benchmark Rate for the pricing of the Second Tranche
  Rate and Margin as follows.                                       will be TRLIBOR.

     Coupon Rate = (Benchmark Rate + Margin) * Actual Day         For the purposes of these Bond Terms:
     Count /365.
                                                                  TRLIBOR” means
■ Six digits after the decimal point are taken into account for
  the aforementioned calculations.                                ■ for the first Coupon Payment Date, the 3-month TRLIBOR
                                                                    rate on the TRLIBOR website (www.trlibor.org) at (or about)
                                                                    11:15 AM Turkish time/EEST on the Book-building Date; and

                                                                  ■ for any other Coupon Payment Date, the 3-month TRLIBOR
                                                                    rate on the TRLIBOR website (www.trlibor.org) at or about
                                                                    11:15 AM Turkish Time/EEST on the relevant Interest
                                                                    Determination Date.

                                                                  ■ Benchmark Rate fixing and final determination of the first
                                                                    coupon rate will be done on the Book-building Date.

                                                                  ■ Interest Determination Date being 2 Business Days before
                                                                    each Coupon Payment Date.

24
7           2

Summary Term Sheet of 1552-day Floating Rate Bonds                                                                                                        6           3

                                                                                                                                                               5

Type of debt Instrument                               Bond
                                                      TRY 150,000,000 (The TRY 150 million nominal issue is part of a two tranches offering with 300 million total
Issue Size (TRY)                                      size. The total offering size can be increased depending on the final book size, while the issue size of each
                                                      tranche can be reset in line with the demand)
Issuer’s Credit Rating                                AA+ Long Term National– Turk Rating
Term                                                  1552 Days
Coupon Type                                           Floating
Frequency of Coupon Payments                          Quarterly
Principal Payment Date                                At maturity on 17th Coupon date i.e. 16.03.2022
Issue Market                                          TRY Domestic
Issue Method                                          Sale to Qualified Investors
Bookrunners                                           Is Investment & Ziraat Investment
Bookbuilding                                          13 December 2017
Interest Accrual Date                                 15 December 2017
Maturity Date                                         16 March 2022
                                                      1st Coupon: 21.03.2018, 2nd Coupon: 20.06.2018, 3rd Coupon: 19.09.2018, 4th Coupon: 19.12.2018, 5th
                                                      Coupon: 20.03.2019, 6th Coupon: 19.06.2019, 7th Coupon: 18.09.2019, 8th Coupon: 18.12.2019, 9th
Coupon and Principle Payment Dates                    Coupon: 18.03.2020, 10th Coupon: 17.06.2020, 11th Coupon: 16.09.2020, 12th Coupon: 16.12.2020, 13th
                                                      Coupon: 17.03.2021, 14th Coupon: 16.06.2021, 15th Coupon: 15.09.2021, 16th Coupon: 15.12.2021, 17th
                                                      Coupon and Principal Payment: 16.03.2022

Reference Rate                                        3 month TRLIBOR rate on the TRLIBOR website (www.trlibor.org).

Annual Spread (Simple)                                %3,75 (375 bps)
Listing                                               Borsa İstanbul
INDICATIVE PRICING
Pricing Date                                          8 December 2017
Reference Rate for the 1st Coupon Rate (3 month
                                                      14.3763%
TRLIBOR rate)
Annual Bond Yield (Simple) Based on 1st Coupon Rate   18.1263%
1st Coupon Rate                                       4.7675%

Annual Bond Yield (Comp.) Based on 1st Coupon Rate    19.3722%
Bond Price                                            TRY 1.00

25
7       2

YDA Green/Sustainable Bonds                                                                                           6       3

                                                                                                                          5

                                                                       What Additional Obligations Does
           What is Green/Sustainable Bond?
                                                                 Green/Sustainable Bond Bring to the Company?

■ Any kind of bond instrument whose proceeds are partially or   ■ A transparent management of proceeds mechanism must be
  completely used to finance or refinance new and/or existing     established to ensure that the allocation of the proceeds from
  eligible projects with positive impact in the fields of         bonds is used for projects identified as having a
  green/social/sustainability.                                    green/sustainable positive impact.

■ For a bond to be labeled as Green/Sustainable Bond, it is     ■ The added value of the projects/bonds must be monitored on
  expected to meet the following 4 core standards of the ICMA     the green/sustainable axis and reported periodically by the
  (International Capital Markets Association) Green Bond          issuer in the framework of the transparency principle.
  Principles/Social Bond Principles:
                                                                ■ YDA Construction's Green/Sustainable Bond Second Party
      ■   Use of Proceeds                                         Opinion is provided by TSKB Sustainability Consultancy Inc.
      ■   Project Evaluation and Selection Process                - Escarus*. Assessments of Escarus focus on examining,
      ■   Management of Proceeds                                  with an  stance the compliance of YDA's Bond
                                                                  Framework with the Green Bond Principles and Social Bond
      ■   Reporting                                               Principles, YDA's sustainability approach, and how and to
                                                                  what extent this approach is aligned with the Framework.

                                                                *www.escarus.com

                          The first ever issued ‘Green & Sustainable Bonds’
              in domestic Debt Capital Markets of Turkey to qualified investors.

26
7        2

YDA Green/Sustainable Bonds                                                                                                                          6        3

                                                                                                                                                         5

                                                      Use of Proceeds- Eligibility Criteria
Project Type                                Project Eligibility Criteria                                   Project Key Performance Indicator
                                            Renovations or new green building investments with the
                                                                                                           • Annual energy savings (kWh/year) and/or annual
                                            minimum levels of
                                                                                                             CO2 emission reduction (ton/year),
                                                                                                           • Energy savings with respect to the reference building
                                            LEED Silver
Energy Efficiency Projects                                                                                   (%),
                                                                                                           • Water savings with respect to the reference building
                                            BREEAM Good
                                                                                                             (%).
                                            from internationally accepted green building certifications.
                                                                                                               • The amount of annually generated electricity
                                                                                                                 (kWh/year)
Solar Power Projects                        "Rooftop" or "solar power plant" projects to generate electricity.
                                                                                                               • The amount of annual CO2 emission reduction
                                                                                                                 (ton/year)
                                                                                                               • Number/Weight of products per m2,
                                                                                                               • Type of renewable energy source and the amount of
                                                                                                                 generated energy (kWh/year),
                                            Agricultural investments that obtain all or a portion of its       • The ratio of the amount of annually generated
                                            energy from renewable energy sources, and that reduce water electricity in the facility to the total amount of
Sustainable Agriculture Projects                                                                                 electricity consumed in the facility (%)
                                            and energy consumption with innovative solutions and
                                            improvements in irrigation systems.                            • Type of renewable energy source and the amount of
                                                                                                             heat attained from the source (kWh/year),

                                                                                                           • The amount of annual water consumption (m3/year).
                                            Investments that address a large part of the population, that
                                            aim to raise the existing quality level in the health sector, and • Number of beds,
                                            that adopt the principle of inclusiveness.
                                            Investments planned with high-tech support, are accessible,
                                            and contribute to Turkey's development plans and sustainable • Number of patients (annually),
Social Infrastructure Projects - Hospital   development goals.

                                            Projects for which Environmental and Social Impact Analysis
                                            has been done, and whose environmental and social impact       • Number of jobs to be created.
                                            has been minimized within the scope of the investment.

 27
7       2

Terms of Order Submission and Features of the Bonds                                                                          6       3

                                                                                                                                 5

                   Qualified Investors                                             Terms of Order Submission

Qualified Investors are defined in Communiqué on Principles of      ■   Investors registered to Central Registry Agency ("CRA") as
Establishment and Activities Of Investment Firms by Capital             Qualified Investor are able to submit their orders for
Markets Board ("Board") (III-39.1) as follows;                          issuances. The ones who are not registered as Qualified
                                                                        Investor to CRA shall contact their intermediary institution in
■ Intermediary institutions, banks, portfolio management
                                                                        order to be registered as Qualified Investor.
    companies, collective investment schemes, pension funds,
    insurance companies, mortgage finance corporations,
    asset management companies and their equivalent                 ■   Orders of Qualified Investors should be denominated in
    institutions residing abroad                                        number where the minimum order amount is 10,000 with
■ Pension and charity funds, and funds established pursuant             increments of 1,000.
    to temporary article 20 of the Social Security Law no. 506
    dated 17/7/1964                                                                      Features of Bonds
■ Public entities and institutions, and Turkish Central Bank,
    and such international organizations as World Bank and
    International Monetary Fund                                     ■ Private sector bonds are non-equity notes that provide
                                                                      additional return over bonds issued by sovereign or other
■ Other institutions which may be accepted by the Board to            base rates such as TRLIBOR. There is not any third party
    be similar to the aforementioned institutions due to their        repayment guarantee for these bonds and the investors carry
    characteristics                                                   partial or total non-repayment risk of issuers.
■ Institutions meeting at least two of the criteria of having a
    total assets of more than 50,000,000 Turkish Lira, a yearly
    net sales of more than 90,000,000 Turkish Lira, and a           ■ Private sector bonds will be listed on the Outright Purchases
    shareholders’ equity of more than 5,000,000 Turkish Lira          and Sales Market under Borsa Istanbul’s Debt Securities
                                                                      Market. Investors can recognize profit or loss from
■ Institutions’ total financial assets, including but not limited     transactions that are conducted before maturity in line with
    to their cash deposits and owned capital market                   the market conditions.
    instruments, must exceed 1,000,000 Turkish Lira;

28
7       2

Expected Timing for the Issuances                                                                                                                 6       3

                                                                                                                                                      5

  Bookbuilding Date                                                                                    13 December 2017

  Finalization of Allocation                                                                           13 December 2017

  First Coupon Interest Rate Calculation                                                               13 December 2017

  Settlement                                                                                           15 December 2017

  Commencement of Trading on BIST (Estimated)                                                          18 December 2017

Investors will not pay the amount of bonds they demanded on the Bookbuilding day. They must transfer the amount of the bonds they have been entitled to
receive on 15 December 2017 by 16pm.

29
7       2

Coupon Payment Dates                                                                               6       3

                                                                                                       5

                       791 Days                                           1552 Days

                Coupon Payment Dates                               Coupon Payment Dates
                                                    1.Coupon                              21.03.2018
1.Coupon                               16.02.2018
                                                    2.Coupon                              20.06.2018
2.Coupon                               18.05.2018
                                                    3.Coupon                              19.09.2018
3.Coupon                               17.08.2018
                                                    4.Coupon                              19.12.2018
4.Coupon                               16.11.2018   5.Coupon                              20.03.2019
5.Coupon                               15.02.2019   6.Coupon                              19.06.2019
6.Coupon                               17.05.2019   7.Coupon                              18.09.2019
7.Coupon                               16.08.2019   8.Coupon                              18.12.2019
8.Coupon                               15.11.2019   9.Coupon                              18.03.2020
9.Coupon and Principal Payment                      10.Coupon                             17.06.2020
                                       14.02.2020
                                                    11.Coupon                             16.09.2020
                                                    12.Coupon                             16.12.2020
                                                    13. Coupon                            17.03.2021
                                                    14.Coupon                             16.06.2021
                                                    15. Coupon                            15.09.2021
                                                    16. Coupon                            15.12.2021
                                                    17.Coupon and Principal Payment       16.03.2022
30
7           2

 Taxation Information                                                                                                                                                                              6           3

                                                                                                                                                                                                           5

                                                                                                                                                                                    Limited Tax Payers
                    Full Tax Payers (corporation)                        Full Tax Payers (real person) Limited Tax Payers (Corporation)(1)
                                                                                                                                                                                    (real person)
                                                                                                           a) Interest income derived by foreign corporations in the nature of joint
                    a) Interest income derived by joint stock companies,                                   stock companies, companies limited by shares and limited companies
                                                                                                                                                                                     - is subject to 10%
                    companies limited by shares and limited companies - is subject to 10% withholding.     and foreign corporations which are determined by Ministry of Finance
                                                                                                                                                                                     withholding.
                    and investment funds;                                                                  to be in similar nature with investment funds and investment trusts
                                                                                                           established according to the Capital Markets Code (3);
  Interest Income

                    - is subject to 0% withholding.                      - Withholding is the final tax.   - is subject to 0% withholding.                                          - Withholding is the final tax.
                    - is subject to corporate tax.                       - Not declared.                   - Withholding is the final tax.                                          - Not declared.
                    b) Interest income derived by companies (2) other
                                                                                                           - Not declared.
                    than those mentioned above;
                                                                                                           b) Interest income derived by companies other than those mentioned
                    - Subject to 10% withholding.
                                                                                                           above;
                    - Companies which have to submit tax return can
                    offset the withholding paid from the corporate tax                                     - is subject to 10% withholding.
                    calculated on the tax return.
                                                                                                           - Withholding is the final tax.
                                                                                                           - Not declared.
                                                                                                           a) Gains derived by foreign corporations in the nature of joint stock
                    a) Gains derived by joint stock companies,                                             companies, companies limited by shares and limited companies and
                                                                                                                                                                                  - Subject to 10%
                    companies limited by shares and limited companies - Subject to 10% withholding.        foreign corporations which are determined by Ministry of Finance to be
                                                                                                                                                                                  withholding.
                    and investment funds;                                                                  in similar nature with investment funds and investment trusts
                                                                                                                                                              (3)
                                                                                                           established according to the Capital Markets Code ;
  Capital Gains

                    - are subject to 0% withholding.                     - Withholding is the final tax.   - are subject to 0% withholding.                                         - Withholding is the final tax.
                    - are subject to corporate tax.                      - Not declared.                   - Withholding is the final tax.                                          - Not declared.
                    b) Gains derived by companies(2) other than those
                                                                                                           - Not declared.
                    mentioned above;
                    - are subject to 10% withholding.                                                      b) Gains derived by companies other than those mentioned above;
                    - Companies which have to submit tax return can
                    offset the withholding paid from the corporate tax                                     - are subject to 10% withholding.
                    calculated on the tax return.
                                                                                                           - Withholding is the final tax.
                                                                                                           - Not declared.
(1) For the non-resident corporations who do not own a permanent establishment and a permanent representative in Turkey.
(2) The companies other than those mentioned under article 2/1 of the Corporate Tax Code (capital stock companies; joint stock companies, companies limited by shares and limited companies and
investment funds) can be exemplified as cooperatives, economic public institutions, foundations and associations and their economic enterprises and business partnerships.
(3) Limited liability partnerships, country funds, funds owned by administrations and establishments, investment companies and all the other foreign corporate investors, which are operating in Turkey
exclusively for deriving capital gains through marketable securities and other capital market instruments and for using the rights related to these, are considered as taxpayers in similar nature with
investment funds and investment trusts established according to the Capital Markets Code (No 2499) based on Income Tax General Communiqué series no 277 dated December 25, 2010.

  31
 About YDA Group      3
      About the Issuance   20
      Attachments          33

32
7       2

Corporate Structure & Effective Management – Board of Directors                                                                                 6       3

                                                                                                                                                    5

                                  Mr. Hüseyin Arslan graduated from The Middle East
                                  Technical University, Civil Engineering Dept. in 1992, with     Mustafa ERDİN
                                  High Honors degree. He has been the Chairman of YDA             Ankara Üni. Business Administration (BSc.)
                                  Group Board of Directors since 1993.                            Boston Univ. Financial Economics (Msc.)
                                                                                                  Board Member
                                  He is also a Board Member of the Turkish Contractors            Internal Audit Committee Member
                                  Association, a deep seated and reputable institution of the
                                  Turkish construction industry, the Honorary Consul of
                                  Ukraine in Muğla, and an invited speaker to conferences in
                                  Turkey and abroad on subjects such as the real estate
                                  sector, and especially Public - Private Partnerships (PPP).
                                  It is Mr. Hüseyin ARSLAN’s responsibility to undertake the      Tahsin SEZGEL
                                  corporate and financial management, business                    Gazi Üniversitesi Finance (BSc.)
                                  development, strategic planning and representation of the       Board Member
                                  YDA Group, one of the leading conglomerates in Turkey,
       Hüseyin ARSLAN             with its local and international affiliates active in various
ODTÜ Civil Engineering (BSc.)     industries, creating a business volume at global standards.
Turkish Contractors Association
        Board Member              Also, Hüseyin ARSLAN act as the Board Member of Saudi
          Chairman                Arabia Center for Privatization and PPP since 2017.
         (Since 1993)                                                                             Mike DAVEY
                                                                                                  Massey University Business (BSc.)
                                                                                                  EBRD Turkey Ex-Country Director
                                                                                                  Independent Board Member
                                  Mr. Cüneyt Arslan graduated from The Middle East
                                  Technical University, Civil Engineering Dept. in 1996, with
                                  High Honors degree. He has been the Deputy Chairman of
                                  the Board of Directors and CEO of the YDA Group since
                                  his graduation.
                                                                                                  Prof.Dr. Mehmet BARCA
                                  With a strong experience and expertise in a wide range of       Ankara Üni. Political Sciences (BSc.)
                                  areas from housing projects to airports, industrial             Leicester Üni. (Msc.)
                                  structures and infrastructure projects both in Turkey and       Independent Board Member
                                  abroad, Mr. ARSLAN is also the founding partner of all          Chairman of Internal Audit Committee
                                  companies under the YDA Group.                                  Ankara Sosyal Bilimler Üniversitesi Rektörü
                                  Mr. Cüneyt ARSLAN is in charge of all technical
                                  operations of the YDA Group, which carries out Turnkey
                                  Projects, Airport and Healthcare Campus Investments
                                  through Build-Operate-Transfer (BOT) and Public - Private       Yrd.Doç.Dr. Hamdi PINAR
                                  Partnership (PPP) models, as well as Real Estate                Ankara Üni. Hukuk Fakültesi (BSc.),
      Cüneyt ARSLAN                                                                               Münih Ludwig Maximillians Üni. (Msc.)
                                  investment projects, and which is the leading and most
 ODTÜ Civil Engineering (BSc.)                                                                    Independent Board Member
                                  experienced company in the field of city hospitals in
  Deputy Chairman & CEO                                                                           Internal Audit Committee Member
                                  Turkish Healthcare Sector.
       (Since 1996)                                                                               Bilkent Üniversitesi Öğretim Üyesi

33
7          2

Corporate Structure & Effective Management – Management Team                                                                                                                 6          3

                                                                                                                                                                                    5

              Ahmet İSPİR                       Cahit YILMAZ                         Ercan ÖKSÜZ                            Sinan TURAN                      Ömer ÖKSÜZ
          Yıldız Teknik Üni.                  Gazi Üniversitesi                          ODTÜ                        Yıldız Teknik Üniversitesi                   İTÜ
       Civil Engineering (BSc.)         Faculty of Architecture (BSc.)       Civil Engineering (BSc./MSc.)            Civil Engineering (BSc.)      Ship Machinery and Management
     Assistant General Manager           Assistant General Manager           Assistant General Manager              Assistant General Manager              Engineering (BSc.)
      (Overseas Contracting)            (Real Estate Development &             (Infrastructure Projects)             (Domestic Contracting)           Assistant General Manager
                                                Investments)                                                                                              (Electromechanics)

                              Cumhur BİLEN                                       Dr.Rıdvan ÇABUKEL                                       Ekin ATMAN
                  Ankara Üni. School of Political Science,               Ankara Üni. School of Political Science,                  Gazi Üniversitesi Business
                           Finance Dept (BSc.)                                   Finance Dept (BSc.)                                 Administration (BSc.)
                     Vlerick Business School (MBA)                              Pace University (MBA)                           Swansea University Finance (MSc.)
                                  CFO                                       Gazi Üniversitesi Finance (PhD)                              Coordinator
                                                                                  Advisor to Board                                   Corporate Secretary

34
7         2

 Consolidated Financial Statements                                                                                                                                          6         3

CONSOLIDATED INCOME STATEMENT (TRY million)                                                                   2014                     2015                     2016            30.06.2017

Revenues                                                                                                  1,180.90                 1,529.60                 2,015.90                 944.5
Cost of Sales (-)                                                                                           -972.7                -1,269.40                -1,485.10                -753.9
Gross Profit (Loss)                                                                                          208.2                    260.2                    530.8                 190.6

Marketing and Selling Expenses (-)                                                                            -11.3                     -6.2                     -7.7                 -3.9
General Administrative Expenses (-)                                                                           -22.4                    -23.5                    -56.7                -23.1
Research and Development Expenese (-)                                                                                                                                                 -5.9
Other Income from Operating Activities                                                                        11.1                     26.1                     23.3                  15.9
Other Expenses from Operating Activities (-)                                                                  -8.2                    -38.7                    -28.7                 -32.5
Operating Profit (Loss)                                                                                      177.4                      218                      461                   141
Income Before Financing Activities (Loss)                                                                    171.3                    249.1                    461.2                 140.9
Financial Income                                                                                              86.1                    279.1                    253.7                   208
Financial Expenses (-)                                                                                      -129.9                   -482.4                   -510.3                -271.2
Profit Before Tax (Loss)                                                                                     127.4                     45.8                    204.6                  77.7
Taxation Income (Expense)                                                                                      -22                     30.6                     73.8                  43.8
Net Profit (Loss)                                                                                            105.4                     76.4                    278.4                 121.5

MARGINS                                                                                                       2014                     2015                     2016            30.06.2017
Gross Profit Margin                                                                                            18%                      17%                      26%                   20%
EBIT Margin                                                                                                    15%                      14%                      23%                   15%
Net Profit Margin                                                                                               9%                       5%                      14%                   13%
Operating Profit / Sales                                                                                      2,9%                     1,9%                     3,2%                  2,9%
EBITDA Margin                                                                                                19,8%                    16,0%                    24,3%                16,6%

       The Company’s IFRS based 2014 Consolidated Financial Statements were audited by Referans Independent Audit and Consultancy Inc.Co.
  35   The Company’s IFRS based 2015 Consolidated Financial Statements were audited by Karar Independent Audit Consultancy Inc.Co. (member firm of JHI Association).
       The Company’s IFRS based 2016 and 30.06.2017 Consolidated Financial Statements were audited by Vezin Independent Audit Inc.Co. (member firm of HLB International).
7          2

 Consolidated Financial Statements                                                                                                                                          6          3

ASSETS (TRY million)                                                                                     31.12.2014              31.12.2015               31.12.2016            30.06.2017

Current Assets                                                                                              1,902.40                2,431.40                2,963.00              3,534.80
Cash and Equivalents                                                                                           408.8                   427.9                   672.6                   659
Trade Receivables                                                                                                363                   606.2                   669.5                 621.6
Other Receivables                                                                                              183.3                     127                   183.2                 191.8
Inventories                                                                                                    486.2                   612.5                   692.6                 959.4
Receiavles from Ongoing Construction Works                                                                     160.4                   140.2                   122.7                 305.4
Other Current Assets                                                                                           300.7                   517.6                   622.5                 797.6
Fixed Assets                                                                                                   505.7                   951.4                2,078.90              2,659.30
Investments Valued by Equity Method                                                                                1                      0.4                    0.6                    0.4
Real Estate Investments                                                                                           82                   141.9                   193.9                 194.9
Tangible Fixed Assets                                                                                          170.2                   160.1                   165.4                 175.7
Intangible Fixed Assets                                                                                            7                    66.6                    66.5                 310.7
Other Fixed Assets                                                                                             245.6                   582.4                1,652.50              1,977.60
Total Assets                                                                                                2,408.10                3,382.80                5,041.90              6,194.00
LIABILITIES (TRY million)                                                                                31.12.2014              31.12.2015               31.12.2016            30.06.2017

Short Term Liabilities                                                                                         825.3                   923.7                1,229.70              2,144.70

Short Term Borrowings                                                                                          213.8                   273.5                   255.6                 693.1
Short Term Portion of Long Term Borrowings                                                                      48.9                    56.7                   118.8                 224.6
Trade Payables                                                                                                 357.3                     355                   643.1                 766.6
Deferred Revenues                                                                                                120                    68.6                    39.1                 295.3
Other Short Term Liabilities                                                                                    85.2                   169.9                   173.1                 165.2

Long Term Liabilities                                                                                            991                1,705.50                2,747.40              2,698.60

Long Term Borrowings                                                                                           653.8                1,001.30                2,241.00              2,422.40
Other Payables                                                                                                    38                    54.5                    70.5                  74.3
Deferred Revenues                                                                                              273.1                   586.1                   280.4                 121.3
Other Long Term Liabilities                                                                                     26.1                    63.5                   155.4                  80.6

Shareholders’ Equity                                                                                           591.9                   753.6                1,064.80              1,350.70

Equity Attributable to Controlling Shareholders                                                                446.9                   555.6                   854.7              1,099.90
Non-controling Interests                                                                                         145                     198                   210.1                 250.8

Total Liabilities and Shareholders’ Equity                                                                  2,408.10                3,382.80                5,041.90              6,194.00
       The Company’s IFRS based 2014 Consolidated Financial Statements were audited by Referans Independent Audit and Consultancy Inc.Co.
  36   The Company’s IFRS based 2015 Consolidated Financial Statements were audited by Karar Independent Audit Consultancy Inc.Co. (member firm of JHI Association).
       The Company’s IFRS based 2016 and 30.06.2017 Consolidated Financial Statements were audited by Vezin Independent Audit Inc.Co. (member firm of HLB International).
Disclaimer

YDA Group has prepared this presentation for the sole purpose of providing information, which
contains forward-looking statements that reflect the Company Management’s current views with
respect to certain future events. Although it is believed that the expectations reflected in these
statements are reasonable, they may be affected by a variety of variables and changes in
underlying assumptions that could cause actual results to differ materially.

No representation or guarantee is made by YDA Group for the accuracy or completeness of the
Information contained herein. The Information is subject to change without any notice. Neither the
presentation nor the information can construe any investment advise, or an offer to buy or sell YDA
Group shares/bonds. This presentation and/or the information cannot be copied, disclosed or
distributed. YDA Group expressly disclaims any and all liability for any statements including any
forward looking projections and statements, expressed, implied, contained herein, or for any
omissions from information or any other written or oral communication transmitted or made
available. Neither YDA Group nor any of its directors, managers, employees nor any other person
shall have any liability whatsoever for any loss arising from use of this presentation.

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