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Annual Report 2009

Under

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Going forward... Toward the best.

Prof. Dr. İhsan Doğramacı

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30 Bilkent Holding in Brief 34 Tepe İnşaat in Brief 40 Financial Highlights

46 Message from the Management 50 Board of Directors and Board of Auditors 50 Senior Management

52 Milestones

64 Subsidiaries and Affiliates 69 2009 Operations

Domestic Projects International Projects Investment Projects

94 TAV Havalimanları (TAV Airports) 110 TAV İnşaat (TAV Construction) 114 Future Projects and Strategic Planning 116 Human Resources

120 Occupational Safety, Environment and Quality Policy 122 In Remembrance of Prof. Dr. İhsan Doğramacı 136 Bilkent University

143 Consolidated Financial Statements and Auditors’ Report as of December 31, 2009

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Please do not read

this report without

wearing a helmet

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Forum Kayseri

Shopping Center

Commencement Date: December 14, 2009 Contract Value: € 24,600,000

Delivery Date: November 30, 2010 Construction Area: 57,000 square meters Client: Multi Turkmall Onyediemlak Yat. İnş. Tic. A.Ş.

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Bilkent University

2010 Projects

Commencement Date: January 7, 2010 Contract Value: TL 11,300,000 Delivery Date: December 31, 2010 Construction Area: Bilkent Campus Client: Bilkent University Rectorate

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Meteksan Concept Building

Commencement Date: October 1, 2009 Contract Value: TL 10,000,000 Total Construction Area: 11,760 square meters Delivery Date: July 2, 2010 Client: Bilkent University Rectorate

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Akdeniz University

II. Section Servicing

Construction Project

Commencement Date: August 2, 2002 Contract Value: TL 145,000,000 Total Construction Area: 109,000 square meters

Delivery Date: December 31, 2013 Client: Akdeniz University Rectorate

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Hacettepe University

Hospitals Retrofit and

Large Scale Renovation

Construction

Commencement Date: October 9, 2009 Contract Value: TL 93,700,000 Total Construction Area: 80,000 square meters

Delivery Date: December 23, 2011 Client: Hacettepe University Directorate of Strategy Development

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Narcity Housing Project

Commencement Date: January 2006 Contract Value: US$ 300,000,000 Total Construction Area: 285,000 square meters

Delivery Date: Plots C, D and E opened for residential occupancy in 2007, plots F and G opened for residential occupancy in mid-2008. Plot A will be delivered at the end of 2010; plot B will be delivered at the end of 2011.

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Tepe Prime Project

Commencement Date: October 2008 Contract Value: TL 320,000,000 Total Construction Area: 92,800 square meters Delivery Date: October 2011 Land Owner: Turkish Cement Manufacturers’ Association

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Sulaimaniya University, Iraq

Contract Date: January 17, 2005 Contract Value: US$ 305,300,000 Total Construction Area: 332,966 square meters

Delivery Date: December 31, 2012 Client: Republic of Iraq, Ministry of Higher Education and Scientific Research

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İhsan Doğramacı

Erbil Foundation Schools

Construction, Iraq

Contract Date: July 15, 2008 Contract Value: US$ 31,500,000 Total Construction Area: 36,592 square meters Delivery Date: August 31, 2011

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Since 1969, Tepe İnşaat has been active in the construction sector, one of the most important pillars of Turkish economic development. Follo-wing 40 years in this gigantic and challenging sector, the Company has proudly assumed leadership in its field with a consistent list of achi-evements since day one. Responding to rapidly-evolving demands of the modern world with equally rapid solutions, Tepe İnşaat considers the “peak” merely as the point of departure for development, success and service rather than a target. That is why Tepe İnşaat has constantly strived to go “to the leading edge, toward being the best” even after 40 years at the peak of its sector.

As one of the most powerful and effective architects of urban transforma-tion, Tepe İnşaat has played an important role in the development of Tur-key by undertaking numerous large-scale projects such as hospitals, air-port terminals, pipelines, power plants, business and shopping centers. An important source of pride for Tepe İnşaat has been its contribution to social and economic development, based on Prof. Dr. İhsan Doğramacı’s philosophy to “be the leading edge, toward being the best.”

Tepe İnşaat meets the demands of the day in its field of activity with great care and thoroughness. Striving constantly to enhance its status with the force provided by its employees’ efforts, support and know how, the Company considers it as a national responsibility to carry its experience, accumulated knowledge and vision beyond the region.

Having always been at the peak of the construction sector through 40 years filled with successive achievements, Tepe İnşaat constantly strives to go “to the leading edge, toward being the best.”

Company Profile and

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Share Share of Number of Share

Shareholders Class Capital Shares %

Bilkent Holding A.Ş. A 1 1 0.00000

Bilkent Holding A.Ş. B 480,839,812 480,839,812 85.86425 Tepe Emlak Yat. İnş. A.Ş. B 74,666,732 74,666,732 13.33335 Tepe Savunma ve Güv. Sis. A.Ş. B 4,072,482 4,072,482 0.72723 Tepe Mobilya Sanayi ve Tic. A.Ş. B 249,187 249,187 0.04450

Tepe Home Mob. Dek. A.Ş. B 154,552 154,552 0.02760

Meteksan Matbaacılık A.Ş. B 17,234 17,234 0.00308

As of December 31, 2009 Tepe İnşaat’s registered capital is TL 560 million.

Shareholding Structure (%) Other Tepe Emlak Yat. İnş. A.Ş. Bilkent Holding A.Ş.

0.8%

13.3%

85.9%

Note: As a result of the Ordinary General Assembly Meeting dated April 14, 2010, Tepe İnşaat Sanayi A.Ş. capital was raised to TL 625,000,000.

Tepe İnşaat

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Vision, Mission and

Corporate Values

Tepe İnşaat will continue

to create added value to

Bilkent University and Turkey

with its experience and

know-how, highly qualified

human resources,

state-of-the-art technology and a service

philosophy that prioritizes

customer satisfaction, as it has

for the last 40 years.

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Vision

To engage in manufacturing at world standards, adopting the principle of uncompromised quality at every stage and all details of each project. To conscientiously adopt all contemporary requirements in the emplo-yees’ areas of expertise utilizing their strength, support and knowledge, with the awareness that employees are a company’s most valuable asset and to further advance the Company’s market position with sustainable growth perspectives.

Mission

To generate resources for Bilkent University that allows it to develop and grow.

Corporate Values

Tepe İnşaatis:

Focused on customer satisfaction

Constantly monitors evolving customer expectations to achieve continu-ous customer satisfaction.

Dedicated to ethical values and the law

Strives for competitiveness, productivity and profitability and works to provide the best service and product quality in its field; it is totally dedi-cated to the laws and ethical values.

Aware of its responsibilities

Is cognizant of its national responsibility and major corporate goals to expand its experience, know-how and vision beyond the region.

Introduction

Vision, Mission and Corporate Values ˊ

Tepe İnşaat

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Construction Sector in Turkey and

around the World

The construction sector plays

a critical role in the economic

structure, owing to its direct

link to the production of

goods and services, its

intensive use of the labor force

and its contribution to social

and economic welfare.

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The construction sector is closely tied to overall economic growth and development. In periods of rapid economic growth and development, the construction sector also expands. The sector plays a critical role in the economic structure, owing to its direct link to the production of goods and services and its intensive use of the labor force; it also contributes to social and economic welfare. The added value and employment ge-nerated by the sector are the driving forces behind national economic development.

With its ample experience and potential in national and international are-nas, the Turkish construction sector is one of the most important areas of activity in Turkey and is able to mobilize over 200 subsectors. Based on large scale capital investments, the construction sector has a direct influence on hundreds of professions significantly affecting the process of employment and production.

Following a period of rapid growth between 2001 and 2007, the world economy began slipping into a deep crisis in 2008. In order to diminish the impact of this economic crisis and ameliorate troubled economic dynamics, various measures were taken and a new post-crisis period began.

The economic crisis that had its start in 2008 included a financial crisis as well as a recession; it appears to be deeper and longer lasting than the crises experienced in 1975, 1982 and 1991. The financial crisis, the first component of the economic crisis, erupted in developed countri-es with mortgage credit repayment problems. Later, as other assets in their balance sheets decreased in value, banks lost significant parts of their capital and consequently their payment capacity. The financial crisis quickly acquired a systematic character; due to the interrelatedness of their balance sheets, all banks started to experience losses in capital and payment capacity.

The construction sector is one of the most important areas of activity in Turkey capable of mobilizing over 200 subsectors. Based on large scale capital investments, the construction sector has a direct influence on hundreds of professions; it represents a significant effect on employment and production. Tepe İnşaat

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Recession, the second component of the economic crisis, signifies a dwindling of national economies’ production of goods and services in comparison with previous periods. The crisis appeared initially in some developed economies, with a slowing of growth and even a serious cont-raction in others. The onset of the recession in developed countries re-sulted in serious negative repercussions for developing economies. Starting at the onset of the economic crisis, measures were taken to minimize these effects in two stages; the first contraction and normaliza-tion in 2009 and 2010, followed by a transinormaliza-tion to stable growth between 2011 and 2014.

In the new economic period, the real-estate industry is expected to disp-lay a more limited expansion than in the growth period. The housing sector will see demand continue to assert itself independent of economic events. Between 2009 and 2014, housing demand is estimated at 3.28 million units; however, a slowdown is expected in the economic dyna-mics that drive growth in the commercial real-estate sector. In particular, investment decisions for shopping center projects might be delayed. In the new economic period, financing for commercial real-estate will be-come limited resulting in higher costs, shorter maturity periods, lower leverage rates, higher need for shareholders’ equity, risk avoidance and increasing financing via bank credits.

In the new economic period, the real-estate industry is expected to limit expansion; however, housing demand will continue to assert itself independently of economic events.

Construction Sector in Turkey and around the World

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Tepe İnşaat

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The growth rate of the GDP in current prices - according to fields of economic activity and in basic prices, 2008-2009, TL 1,000 Period/Field of economic

activity Quarter1st Quarter2nd Quarter3rd Quarter4th 2008 Quarter1st Quarter2nd Quarter3rd Quarter4th 2009

Agriculture, hunting and forestry 19.8 16.3 12.4 8.8 13.1 0.1 10.1 8.5 9.1 8.0

Fishing (14.2) 3.5 (14.8) (17.3) (13.1) 18.4 21.0 38.9 37.5 29.7

Mining and quarrying 22.9 27.4 30.8 27.8 27.8 7.9 (0.8) 5.2 10.4 5.8

Manufacturing 11.5 14.6 9.4 (1.9) 8.4 (15.8) (13.9) (6.4) 9.0 (7.2)

Electricity, gas, steam and hot

water generation and distribution 11.9 25.8 27.7 45.5 28.0 43.2 16.0 (0.6) (7.0) 10.5

Construction 12.9 21.6 2.3 (0.2) 8.9 (12.5) (23.4) (23.6) (11.3) (18.1)

Wholesale and retail trade 16.7 22.9 14.7 (2.3) 12.8 (20.3) (20.6) (10.8) 6.1 (11.8)

Hotels and restaurants 11.1 13.3 5.6 16.0 10.3 15.5 11.2 12.8 13.0 13.0

Transports, storage and

communications 15.3 19.8 17.0 7.9 14.8 (5.9) (11.1) (8.4) 1.9 (5.9)

Activities by financial intermediaries 21.8 17.0 15.3 27.9 20.6 43.0 40.1 38.7 18.0 34.1

House ownership 17.8 16.4 16.2 15.9 16.5 16.0 15.4 12.4 9.9 13.4

Real-estate, leasing and

business activities 16.5 20.5 20.0 14.7 17.5 7.9 7.7 12.1 16.2 11.1

Public management and defense,

obligatory social insurance 15.3 9.6 9.5 7.7 10.4 16.8 13.3 12.7 11.2 13.5

Education 12.2 10.6 15.6 14.6 13.2 13.2 17.3 11.9 14.2 14.1

Health and social services 14.4 12.3 11.0 10.1 12.0 3.1 5.4 7.0 7.2 5.6

Other social and personal service

activities 13.2 10.1 9.6 5.3 9.4 (0.7) 1.2 4.0 7.5 3.1

Households with domestic

employees 14.6 16.6 14.7 11.5 14.1 4.9 5.0 9.8 14.0 8.4

Sectors total 15.0 17.6 13.3 7.8 13.3 (0.5) (2.7) 1.0 7.4 1.3

Indirectly measured financial

intermediation services 19.1 9.1 1.1 33.0 15.5 47.2 53.0 62.6 24.5 45.4

Taxes-subsidies 13.0 17.8 8.6 (2.9) 9.0 (11.9) (6.4) 0.3 15.8 (1.0)

GDP (in buyer’s prices) 14.7 17.8 13.0 6.1 12.7 (2.7) (4.0) 0.1 8.0 0.4

Construction Sector in Turkey and around the World

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Tepe İnşaat

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Bilkent Holding in Brief

With 40 years experience and

over 40 companies under

its umbrella, Bilkent Holding

has a very wide array of

activities ranging from

construction to information and

communication technology,

from various branches within

the manufacturing sector to

the investment and service

industries.

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With the establishment of Dilek İnşaat in 1969, the Holding took its first steps toward success. Bilkent Holding was founded in 1987 and soon became one of Turkey’s most prestigious corporations. Today, the cor-poration has more than 40 companies consolidated under its umbrella. Immediately following the establishment of Dilek İnşaat, Tepe Ağaç Metal ve İnşaat Şirketi became the core for today’s Tepe Mobilya, Tepe Home and Tepe İnşaat companies. The 40 companies that were established over the next 40 years formed the rapidly growing and developing Bilkent family of companies.

The broad-based activities of Bilkent Holding today encompass cons-truction, information and communication technology, various branches within the manufacturing sector as well as investment and service in-dustries. Bilkent Holding, growing daily in line with the goals set for itself, belongs to Bilkent University.

Holding companies operating in the construction industry are justifiably proud of their contribution to many of the country’s assets; valuable edu-cational facilities, healthcare complexes, hospitals, airport terminals, inf-rastructure facilities, pipelines, power plants, housing and prefabricated buildings.

The Group’s manufacturing investments focus on furniture, kitchens, concrete panels as well as paper and cardboard manufacturing. In addi-tion, with more than twenty factories as well as publishing and state-of-the-art printing facilities, the Group is involved in manufacturing activities in many cities throughout the country.

Bilkent Holding also plays a responsible, effective and determining role in education in Turkey, the country with the youngest population in Europe. Steering the Turkish economy with strong, large-scale, long-term invest-ments, Bilkent Holding allocates resources to Bilkent University, which strives to transform Turkish youngsters into highly qualified individuals, by supporting their personal development.

Bilkent Holding’s manufacturing investments focus on furniture, kitchens, concrete panels as well as paper and cardboard manufacturing.

In line with its goal of transforming Turkish youngsters into highly qualified individuals, Bilkent Holding allocates resources to the Bilkent University.

Introduction Bilkent Holding in Brief ˊ

Tepe İnşaat

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Bilkent Holding Subsidiaries and Affiliates

Total Capital Share Capital Share

Company (TL) (TL) (%)

Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. 5,500,000 415,556 7.56

Bilbak A.Ş. 50,000 25,520 51.04 Bildes A.Ş. 50,000 25,520 51.04 Bilen A.Ş. 50,000 49,406 98.81 Bilenerji A.Ş. 14,000,000 639,772 4.57 Bilintur A.Ş. 40,000,000 7,000,000 10.91 Bilsigorta A.Ş. 150,000 149,559 99.71

Dilek İnşaat A.Ş. 22,000,000 19,000,000 86.36

Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 62,526,000 56,415,425 90.23 Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 62,526,000 1 0.00

Meteksan Uzay Teknolojileri A.Ş. 500,000 5,000 1.00

Optisis İletişim ve Bilgi Teknolojileri A.Ş. 300,000 3,000 1.00 Sports Internatonal Bilkent Fitness ve Spor Merkezleri A.Ş. 13,500,000 690 0.01

Tepe Betopan A.Ş. 20,000,000 502,000 2.51

Tepe Emlak A.Ş. 160,000,000 36,855,654 23.03

Tepe Home A.Ş. 61,000,000 12,227,549 20.05

Tepe Home A.Ş. 61,000,000 1 0.00

Tepe İnşaat A.Ş. 560,000,000 480,839,812 85.86

Tepe İnşaat A.Ş. 560,000,000 1 0.00

Tepe Mobilya A.Ş. 50,000,000 2,337,964 3.27

Tepe Prefabrik İnş. San. Tic. A.Ş. 4,500,000 1 0.00

Tepe Savunma A.Ş. 13,000,000 2 0.00

Tepe Servis ve Yönetim A.Ş. 50,000 1 0.00

Turkofon A.Ş. 50,000 25,587 51.17

Bilkent Holding in Brief

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Tepe İnşaat

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Tepe İnşaat in Brief

Tepe İnşaat takes great

pride in the completion of

a wide range of exceptional

projects; vital urban

infrastructure construction,

power plants, airports

-Turkey’s gateway to the

world - shopping centers,

modern residential projects

and healthcare and

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One of the pioneers and innovators of the Turkish construction industry with its strong financial structure, vast experience accumulated over the years and well-respected corporate identity, Tepe İnşaat Sanayi A.Ş. plays a crucial and indispensable role in the development of Turkey and is the flagship of Bilkent Holding.

Tepe İnşaat Sanayi A.Ş. commenced operations as a member of the Tepe Group established in Ankara in 1969 by the Hacettepe University Foundation. Since the reorganization of the Group in 1987, the Company has continued working under the roof of Bilkent Holding, a subsidiary of Bilkent University.

The vital functions assumed by the construction industry, a pillar of de-velopment, require targeting the best construction at all times, beginning with the smallest details. Active in this critically important sector, Tepe İnşaat always pursues perfection totally aware of the social implications of its activities. Since its first project, Tepe İnşaat defined the “peak” as the most fundamental principle that determines the limits of its service policy. While responding to the modern world’s rapidly changing expec-tations with the most suitable solutions, the Company has always seen the “peak” as a point of departure with regard to development, success, competition and service rather than just a destination.

Tepe İnşaat approaches every project it undertakes with this perspecti-ve; working with excellent cooperation and teamwork to ensure that all contributors feel that they are part of the project.

The construction sector, especially contracting, cannot be defined simply as the creation of buildings. Contracting, the make-or-break point of a project, is the actualization of the loyalty and respect for the dream un-derlying a certain project. In all of the projects it undertakes, Tepe İnşaat acts with this sensitivity and creates a work environment in which those who labor for the project become one with the dream that underlies the project and thus achieving perfect team work.

Since its inception, Tepe İnşaat has assumed the mission of transferring the value and resources that it generates to further develop and reinforce Bilkent University, Turkey’s first private university and one of the country’s leading educational facilities. This mission is the primary element dif-ferentiating the Company from others in the industry. Every successful project completed by Tepe İnşaat provided thousands of young people with educational opportunities.

Since its first Project, Tepe İnşaat defined the “peak” as the most fundamental principle that determines the limits of its service policy.

Since its inception, Tepe İnşaat has been a company that forges ahead with its mission to transfer the value and resources it creates to the development and consolidation of Billkent University.

Introduction Tepe İnşaat in Brief ˊ

Tepe İnşaat

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Tepe İnşaat in Brief

ˊ

EGYPT LIBYA TURKEY UKRAINE TUNISIA ALBANIA MACEDONIA
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Introduction Tepe İnşaat in Brief ˊ RUSSIA KAZAKHSTAN AFGHANISTAN IRAQ SAUDI ARABIA

UNITED ARAB EMIRATES

OMAN GEORGIA AZERBAIJAN QATAR Tepe İnşaat Annual Report 2009 37

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Tepe İnşaat takes great pride in having completed a wide range of ex-ceptional projects including vital urban infrastructure construction, po-wer plants, airports -Turkey’s gateway to the world- shopping centers, residential projects that transform the image of Turkey with their contem-porary makeup and healthcare and educational facilities. While activating such important dynamics in Turkish social and economic life, Tepe İnşaat is also dedicated to its mission of channeling resources into education. Today Tepe İnşaat enjoys a strong market position with diverse operati-ons ranging from architectural projects to coperati-onstruction, landscaping and interior design. The factors underlying this position are the Company’s deeply rooted experience, both domestically and internationally, highly-qualified and skilled staff composed of the sector’s best employees, state-of-the-art technology, an emphasis on high quality and fast, flexible service focused on customer satisfaction.

Considering it a national obligation and responsibility to expand its expe-rience, know-how and vision beyond the borders of Turkey, Tepe İnşaat has become an important brand in the international arena as well. Following the completion of a wide range of construction projects amo-unting to more than US$ 4.4 billion over the past forty years, Tepe İnşaat also successfully undertakes investment projects that combine land ac-quisition, financing, project drafting, construction and marketing activiti-es in a well-integrated system.

As it has, over the past four decades, Tepe İnşaat shall continue to utilize its know-how and experience, highly-qualified human resources and ad-vanced state-of-the-art technology to provide added value to the Bilkent University and consequently Turkey, based on its service philosophy pri-oritizing customer satisfaction.

Serving various segments of the industry utilizing its superior expertise and vast experience, Tepe İnşaat has a service policy that strives to continuously improve life and expand its own institutional know-how with each completed project. Tepe İnşaat aims for the highest level of custo-mer satisfaction, considering every person and company that it serves as an indispensable part of the value chain it creates. The Company forges ahead to its future goals with confidence.

Today Tepe İnşaat enjoys a strong market position with diverse operations ranging from architectural projects to construction, landscaping and interior design. Considering it as a national obligation and responsibility to expand its experience, know-how and vision beyond the borders of Turkey, Tepe İnşaat has become an important brand in the international arena as well.

Tepe İnşaat in Brief

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Tepe İnşaat

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Financial Highlights

Balance Sheet Figures (TL thousands)

2008 % 2009 % A- Current Assets 480,135 34.98 536,543 38.18 B- Fixed Assets 892,562 65.02 868,858 61.82 Total Assets 1,372,698 100.00 1,405,400 100.00 A- Short-term Liabilities 212,236 15.46 214,831 15.29 B- Long-term Liabilities 417,978 30.45 452,179 32.17 C- Shareholders’ Equity 742,484 54.09 738,391 52.53 Total Liabilities 1,372,698 100.00 1,405,400 100.00

Income Statement Figures (TL thousands)

2008 2009

Gross Sales 551,188 145,091

Sales Discounts (-) (413) (25)

Net Sales 550,774 145,065

Cost of Sales 431,701 113,115

Gross Profit (Loss) from Sales 119,073 31,951

Operating Expenses (5,612) (4,301)

Operating Profit (Loss) 113,461 27,650

Ordinary Revenue and Income from Other Operations 111,509 65,909 Ordinary Expense and Loss from Other Operations (115,184) (57,204)

Financial Expense (18,413) (64,893)

Ordinary Profit (Loss) 91,373 (28,539)

Extraordinary Revenue and Income 17,702 15,229

Extraordinary Expenses and Losses (124,899) (34,948)

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2009 2008 2009 2008 2009 2008 2009 2008

1,405,400

2009 2008

738,391

145,065

27,650

15,229

1,372,698

742,484

550,774

113,461

17,702

Total Assets (TL thousands)

Shareholders’ Equity (TL thousands)

Net Sales (TL thousands)

Operating Profit (Loss) (TL thousands)

Extraordinary Revenue and Income (TL thousands) Tepe İnşaat

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Financial Ratios 2008 2009 Liquidity Ratios Current Ratio 2.26 2.50 Acid-Test Ratio 2.09 2.44 Cash Ratio 0.19 0.41 Operational Ratios

Receivables Turnover Rate 6.48 1.27

Receivables Collection Period 56.29 287.79

Current Assets Turnover Rate 1.15 0.27

Net Working Capital (TL) 267,899,265 321,712,086

Net Working Capital Turnover Rate 2.06 0.45

Tangible Assets Turnover Rate 7.47 2.03

Total Assets Turnover Rate 0.40 0.10

Shareholders’ Equity Turnover Rate 0.74 0.20

Financial Leverage Ratios

Financial Leverage Ratio 0.46 0.47

Financing Ratio 1.18 1.11

Ratio of Shareholders’ Equity to Total Assets 0.54 0.53 Ratio of Short-term Debts to Total Liabilities 0.15 0.15 Ratio of Short-term Debts to Total Debts 0.34 0.32 Ratio of Long-term Debts to Total Liabilities 0.30 0.32

Ratio Analysis in Accordance with the Public Procurement Law

Current Ratio 3.64 3.69

Ratio of Shareholders’ Equity to Total Assets 0.69 0.72 Ratio of Short-term Financial Liabilities to Total Shareholders’ Equity 0 0

Financial Highlights

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2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

2.50

2.44

0.41

1.11

0.10

2.26

2.09

0.19

1.18

0.40

Current Ratio Acid-Test Ratio Cash Ratio Financing Ratio

Total Assets Turnover Rate Introduction Financial Highlights ˊ

Tepe İnşaat

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(49)
(50)

Message from the Management

Despite economic contraction

and the continuing negative

outlook, Tepe İnşaat

maintained its successful

graphic in 2009, especially for

investment projects, thanks to

a stable growth policy.

(51)

Contraction of the world economy, which began with the sub-prime mort-gage crisis in the American real estate industry from mid-2007 onwards, resulted in a global decrease in liquidity during 2008 and 2009 and a shrinking of the real sector. In addition, the drop in consumer expenditu-re and consumers’ propensity to spend continued well into 2009. The 2008 economic crisis, felt throughout the world, was clearly different from other national or global crises, judging by the contraction and narro-wing observed in almost all industries. The industrial and financial giants of Europe, America and Southern Asia experienced severe bottlenecks due to the crisis; many of them survived thanks to government subsidies and credits. As these tough conditions continue to prevail across many countries, industries and companies, a possible relief is expected for as late as 2010. Even 2010 is expected to be stagnant according to many international projections, a fact which worries many governments and companies. An analysis of the 2008 economic crisis suggests the drop in oil prices, low interest rates due to sustained loose monetary policies and the surge in risk appetite stemming from financial engineering schemes were the main culprits. In this process, another important factor leading to global imbalances was the coexistence of excessive consumption in one corner of the world (the US and European countries) with excessive saving in another (Asian countries).

In the Tepe Prime Business - Residence - Avenue Project put up for sale in June 2009, sales performance attained 80% in those phases offered for sale in December.

Introduction

Message from the Management ˊ

Tepe İnşaat

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In the preceding period, global imbalances have lead to a significant contraction in international construction markets; numerous international and public investors have either stopped ongoing projects or suspended new ones. Under such circumstances Turkish contractors have had a hard time finding alternative target countries due to the worldwide scale of the crisis. It has been very difficult for them to translate their human resources, equipment and financial power into jobs and cash, even with radically revised strategies. Consequently, countries with relatively more favorable conditions have been chosen by contractors. Nevertheless, in such countries, the profit margin of various projects has significantly dropped in the past two years. As of today, it is impossible to find pro-jects with favorable profit margins and ready financing except in a few countries; even in such countries Turkish contractors have to face secu-rity issues and political risk.

Despite economic contraction and continuing negative outlook, Tepe İn-şaat maintained its successful graphic in 2009, especially with regard to investment projects, thanks to a stable growth policy. In the Tepe Prime Business - Residence - Avenue Project put up for sale in June 2009, sales performance attained 80% in those phases which were offered for sale in December. In addition, 1,159 out of the 1,306 houses in the Narcity Housing Project - whose construction started in 2005 - were sold and a large portion of the property deeds were transferred. The Com-pany also continued with the construction of hospitals, shopping centers and educational facilities, under its responsibility. Tepe İnşaat continues its regional activities, such as the construction of the 300,000 square meters Sulaimaniya University campus, as well as the construction of the building annex for the American Embassy in Afghanistan, carried out as part of a joint venture.

With prestigious projects in the past, the Company succeeded in beco-ming a recognized and respected brand in the housing sector and has plans for new investments in 2010. In addition to domestic activities, Tepe İnşaat has ongoing operations in the Middle East, Northern Iraq and North Africa, in line with its strategic plans.

1,159 out of the 1,306 houses in the Narcity Housing Project, whose construction started in 2005, have been sold and a large portion of the property deeds have been transferred.

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It is expected that the sector will recover in 2010 and attain rigorous growth during 2011 and 2012. The annual average growth for the sector until 2012 is estimated to be approximately 5-6%. Since interest rates on housing loans fell below 1% and longer maturity periods have a positive effect on house buying decisions, various firms in the industry have pre-dicted growth estimates of around 10%.

It is possible for Turkey to boost its production and efficiency and the-refore its wealth during the global crisis, thanks to its young population. In order for this to happen, Tepe İnşaat believes that the country should realize that consumption without production is now over and that new opportunities can be created with correct risk management, good go-vernance, proper development of the human resources and by keeping abreast of technological advances. The mission of the construction sec-tor within such a scheme will be better understood as the country turns from consumption to saving and investment, in accordance with a target of balanced growth.

As the world economy starts to pull out of the recession of 2009, Tepe İnşaat has established the goal of providing resources to Bilkent Uni-versity and thus to the Turkish educational system in general, with the support of its employees -without doubt the most precious asset of the Company.

Ali Haydar Abdullah Bahadır Süleyman Son

Kurtdarcan Güngenci General Manager

Chairman Executive Director The Company

has plans for new investments for the year 2010; in addition to domestic activities, Tepe İnşaat continues operations in the Middle East, Northern Iraq and North Africa, in line with its strategic plans.

Introduction

Message from the Management ˊ

Tepe İnşaat

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Senior Management

Abdullah Bahadır Güngenci Executive Director of the Board of Directors Abdullah Bahadır Gün-genci was born in Ankara in 1951 and graduated from the Department of Civil Engineering at Middle East Technical University in 1976. He worked in the Iraq-Turkey Crude Oil Pipeline Project from 1976-1977 and later was part of the construction of the Petkim Aliağa Facilities Water Treatment and Demineralization Units. From 1980 until 1986, he worked in Bahrain’s AISCO Iron Enrichment Plant Project, in marine dredging and in the construction of the pier and the plant. His career conti-nued at Günkay İnşaat in Turkey until he joined Tepe İnşaat Sanayi A.Ş. in 1994 as Group Coordina-tor for Hospital Projects. In the following years, he served as Assistant General Manager in charge of Domestic Projects and later of Infrastructure Projects. He was appointed Executive Director of the Board of Directors on April 14, 2010.

Süleyman Son General Manager Born in Ödemiş in 1949, Süleyman Son graduated from the Department of Mechanical Engineering at Middle East Technical University. His professional career began in 1971 at the Turkish Electricity Authority (TEK); he later served as Assistant Project Mana-ger at GAMA Endüstrisi A.Ş. and Bahattin Gören and Kiska Kom Company. Son also worked as Assistant General Manager at Akpınar Yapı Sanayi A.Ş. and at Petkontur İnşaat, where he was a partner. In 2003, Süleyman Son joined Tepe İnşaat Sanayi A.Ş. as an Assistant Business Develop-ment Manager after working at Sibtek İnşaat, Sutek İnşaat and Baner İnşaat. He was appointed General Manager of Tepe İnşaat Sanayi A.Ş. in 2006. Son currently serves as Board member at Batı Karadeniz Elektrik Dağıtım A.Ş., TAV Yatırım Holding A.Ş., TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş., TAV Havacılık A.Ş., TAV Esenboğa Yatırım Yapım ve İşletme A.Ş., Dilek İnşaat ve Ticaret A.Ş. ve Antepe Sağlık, and Turizm Hizmetleri Tic. Danışmanlık A.Ş.

Board of Directors

Ali Haydar Kurtdarcan Chairman

Abdullah Bahadır Güngenci Executive Director

Hanifi Arabacı Member

Vahit Uğurlu Member

Önder Sezgi Member

Board of Auditors

Alaaddin Tabur Murat Aşkar

* Members of the Board of Directors and Board of Auditors of Tepe İnşaat Sanayi A.Ş., as determined at the Ordinary General Assembly dated April 14, 2010.

Board of Directors and

Board of Auditors*

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Hasan Fehmi Çataltepe Director of Investment Projects Born in Ankara in 1954, Hasan Fehmi Çataltepe graduated from the Faculty of Architecture at the Ankara State Academy for Engineering and Architecture in 1979. He began his professional career as a draftsman and then as a building contractor. After working as an architect at Kutlutaş A.Ş., Çataltepe joined Tepe İnşaat Sanayi A.Ş. as a Project Coordinator in 1983. He served as Domestic Projects Coordinator between 2001 and 2002 and as Assistant General Manager for Domestic Projects from 2002 until the end of 2009 when he was appointed Director of Investment Projects. He is also a Board member at Riva İnşaat Tur. Tic. İşl. Paz. A.Ş.

Mustafa KalenderAssistant General Manager, FinanceBorn in Mengen, Bolu in 1964, Mustafa Kalender graduated from the Department of Business Administration at Anadolu University in 1987. He began his professional career with Tekgüç İnşaat and joined Tepe İnşaat in 1988 as Finance Supervisor; he later was appointed Head of Finance and Finance Manager and is currently Assistant General Manager in charge of Finance. He also served as a Board member from 2005 until 2010 and is currently on the Board of TAV Esenboğa Yatırım Yapım ve İşletme A.Ş., TAV İzmir Terminal İşletmeciliği A.Ş., TAV İşletme Hizmetleri A.Ş., TAV Gazipaşa Yatırım, Yapım ve İşletme A.Ş., TAV Özel Güvenlik Hizmetleri A.Ş., TAV Bilişim Hizmetleri A.Ş., Dilek İnşaat ve Tic. A.Ş., Antepe Sağlık ve Turizm Hizmetleri Tic. Danışmanlık A.Ş. and Riva İnş. Tur. Tic. İşl. Paz. A.Ş.

Hürriyet BiricikAssistant General Manager, Business Development and Proposals Born in Is-tanbul in 1959, Hürriyet Biricik graduated from the Department of Civil Engineering at Middle East Technical University in 1982. Prior to joining the Tepe İnşaat family in 1994, he worked at Ere Mühendislik, Günal İnşaat and Çimtur. After successfully carrying out his responsibilities as Cons-truction Supervisor, Project Manager, Proposals Manager, Business Development and Proposals Coordinator, Biricik was appointed Assistant General Manager in charge of Proposals and Business Development in 2007.

Orhan KoralAssistant General Manager, Budget and PlanningBorn in Beyşehir in 1959, Orhan Koral graduated from the Faculty of Civil Engineering at Istanbul Technical University; he later received his MBA from Istanbul University. Koral began his professional career in 1984 at Kent Mühendislik as an Assistant Construction Supervisor. He joined Tepe Yapı Sanayi A.Ş. in 1985 where he worked in various capacities, including Civil Engineer, Final Accounts Manager, Pro-ject Monitoring Group Manager and Assistant General Manager until 2001. Orhan Koral was appointed Assistant General Manager in charge of Budget and Planning in 2006 and currently serves as a Board member at Dilek İnşaat ve Ticaret A.Ş. and Bilenerji Bilkent Enerji Üretim Sanayi ve Tic. A.Ş., and Executive Director of Board of Directors at Sports International Bil-kent Fitness and Spor Merkezi A.Ş.

Ali KaracaAssistant General Manager, Domestic ProjectsBorn in 1964 in Kahramanmaraş, Ali Karaca graduated from the Isparta Faculty of Engineering at Akdeniz University in 1988. Until 1992, he worked in Kür İnşaat Sanayi A.Ş. and Nazmi Kürüm İnşaat A.Ş. and then joined Tepe İnşaat Sanayi A.Ş. From 1992 to 2004 he was Field Engineer, Construction Supervisor and Project Manager. From 2004 to 2009 he served as Domestic Projects Coordinator and was appointed Assistant General Manager for Domestic Projects at the end of 2009.

Tepe İnşaat

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Milestones

One of the pioneers and

innovators of the Turkish

construction industry with its

vast experience accumulated

over the years, strong financial

structure and well-respected

corporate identity, Tepe İnşaat

Sanayi A.Ş. is the flagship of

Bilkent Holding.

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A Summary of 40 Years in Figures...

Completed Projects Ongoing Projects

Construction Area (m2) Construction Area (m2)

Airports 3,651,296

-Commercial and Industrial Buildings 1,735,628 140,000

Houses 2,109,691 499,822 Shopping Centers 1,094,730 -Hospitals 697,091 45,000 Infrastructure Projects - -Prefabricated Buildings 696,244 -Education Buildings 248,249 363,000 Military Projects 608,047 -Total 10,840,976 1,047,822 Grand Total 11,888,798 m2

Completed Projects (US$)

1. Housing 728,506,074

2. Hospital 371,663,757

3. Terminal 1,425,336,863

4. Commercial Buildings / Office Buildings 462,950,740

5. Shopping Center 343,912,414

6. Education Building 130,735,298

7. Touristic Building 47,726,174

8. Renovation 120,024,274

9. Sports Facilities 24,188,812

10. Prefabricated Housing / Shelter 179,367,946

11. Container 9,375,661

12. Infrastructure 411,232,365

13. Industrial 89,036,060

14. Transport 79,003,335

Total Sum of Completed Projects 4,423,059,772 Having completed 11

million square meters of construction in 40 years, Tepe İnşaat currently has one million square meters of ongoing construction behind its “Under Construction” signs. Infrastructure facilities, power plants, airports, shopping centers, modern housing projects, health and educational facilities are just some of the projects that Tepe İnşaat has taken pride in constructing for the past 40 years.

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1982 Bilkent Campus University lies within the boundaries of Bilkent, a city created over the course of fifteen years on the plains of Ankara. Turkey’s first foundation-owned, private university, Bilkent University was founded in October 1984 by the İhsan Doğramacı Foundation. It began its academic activity in 1986 with 386 students. The University today has nine faculties, two undergraduate colleges, three vocational scho-ols and six institutes that provide education to 12,000 students. Bilkent graduates are among Turkey’s most select human resource. Located on 612 hectares, Bilkent is a “city of science” and its campus, dormitories, business and shopping centers, sports complex, concert halls, hotel and movie theaters, dam, power plant, wooded areas, symphony orchestra and excellent infrastructure are able to cater to every need.

Turkey’s first foundation-owned, private university, Bilkent University was founded in October 1984 by the İhsan Doğramacı Foundation. Bilkent graduates are among Turkey’s most select human resource.

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1990s

1999 Atatürk Airport (Build-Operate-Transfer) The İstanbul Ata-türk Airport International Terminal was built by a joint venture between the Tepe and Akfen Groups (TAV), the winner of the Build-Operate-Transfer tender. A company specialized in airport construction, operation and fi-nancing, TAV today is a leader in Turkey and on its way to becoming a dominant player in the Middle East, North Africa and the Caucasus. The Atatürk Airport New International Terminal Project was completed at a cost of US$ 397 million and commenced operations on December 22, 1999. With an additional facility launched in 2004, the annual capacity of the terminal increased from 14 million to 20 million passengers. In July 2005, TAV also assumed operations at Atatürk Airport Domestic Terminal. Covering an area of 62,500 square meters, the Domestic Ter-minal has been modernized to accommodate an average of 7.5 million passengers a year.

The İstanbul Atatürk Airport International Terminal was built by a joint venture between the Tepe and Akfen Groups (TAV), the winner of the Build-Operate-Transfer tender. The Domestic Terminal has also been modernized to accommodate an average of 7.5 million passengers a year.

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2000Turkish Armed Forces Rehabilitation Center

Built on a total area of 102,500 square meters and with a 400-bed capa-city, this facility was established to provide rehabilitation and relaxation to army veterans. Built at a cost of US$ 132 million, the actualization of this facility was the outcome of an architectural contest.

İş Bankası Headquarters Complex Turkey’s first smart building, the complex is one of the most majestic high-rises in Istanbul, located in the heart of industry, commerce and culture. Built at a cost of US$ 190 million, the complex has been equipped with the 21st century’s latest technology and is an important example of smart buildings, not only in Turkey but in Europe and the Middle East as well. With two towers - 52 and 36 stories respectively - İş Bankası Headquarters Complex is the highest skyscraper between Dubai and Frankfurt.

2001 Kemer Rose Residence Built on 35,000 square meters among the unique rose gardens in Kemerburgaz, this housing complex consists of 70 villas. Offering a peaceful lifestyle in the midst of a natural setting, Kemer Rose Residence is also equipped with sports facilities that offer a wide range of activities.

2002 Beykoz MansionsBuilt on an area of 100 hectares in the Saip Molla Pasha Woods in Beykoz, Istanbul, Beykoz Villas are one of Tepe İnşaat’s most prestigious projects and offers 401 mansions in perfect harmony with their natural surrounding. The whole atmosphere reflects the beautiful attributes of a truly unique life style. The historical Hunting Lodge, renovated true to its original form, serves residents with a library, billiards, game and event lounges, a spacious garden designed for large receptions and a kitchen. With a project cost of US$ 90 million, Beykoz Villas are an attractive destination for an exclusive lifestyle in Istanbul. Tepe Nautilus Shopping Center Nautilus, or lighthouse, was ins-pired by the seaside around Kadıköy, on the Anatolian side of Istanbul, one of the world’s most beautiful coastal cities. With a market value of € 150 million, Nautilus is the largest shopping center on Istanbul’s Ana-tolian side. With its bright design, Nautilus offers visitors a comfortable shopping environment.

Built at a cost of US$ 190 million, the İş Bankası Headquarters Complex has been equipped with the 21st century’s latest technology.

2000s

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2004 The Eczacıbaşı Kanyon Project The Eczacıbaşı Kanyon Pro-ject is a stunningly modern open-air shopping center built by Tepe İnşaat in Istanbul. Kanyon hosts 160 shops, a gourmet supermarket, a street market, movie theaters, restaurants, cafeterias, bars, a sports and health center, indoor and outdoor swimming pools and open-air performance venues, residences and office buildings and shopping and amusement centers. Kanyon was built via a partnership between Eczacıbaşı and İş Real Estate on an area of 250,000 square meters in compliance with national and international earthquake regulations. The cost of the project was US$ 41 million.

2005 Baku-Tbilisi-Ceyhan Crude Oil PipelineTepe İnşaat took part in the building of the pipeline’s 277-kilometer Posof-Erzurum section and the pump stations project along the pipeline.

• İmranlı-Kayseri Natural Gas Pipeline • Kütahya-Bilecik-Uşak Natural Gas Pipeline

2006 Narcity Housing Project Built on approximately 147,000 square meters in Maltepe, Istanbul, the Narcity complex is landsca-ped primarily with pomegranate trees, reflecting the Turkish name for pomegranate (nar). This complex consists of 1,283 apartments built in compliance with the latest earthquake regulations and state-of-the-art soundproofing, heat and water insulation systems. With its high-quality materials and workmanship, as well as its extensive social facilities and secure systems, Narcity Istanbul is one of Istanbul’s favorite residential destinations. The US$ 200 million project was launched in January 2006. 360 units in plot C were delivered to the owners and plots D and E are open for residential occupancy.

Esenboğa AirportAnkara finally has an airport that is truly worthy of its location in Turkey’s capital city. Esenboğa Airport was built at a cost of € 188 million and has an annual passenger capacity of 10 million. It is the only airport in Turkey to combine both domestic and international terminals under one roof. Completed one year ahead of schedule, it has became the modern face of Turkey’s capital.

Kanyon was built via a partnership between Eczacıbaşı and İş Real Estate on an area of 250,000 square meters in compliance with national and international earthquake regulations. The cost of the project was US$ 41 million.

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2007 Bilkent Garden Homes At an investment value of US$ 52 million, this project consists of 124 twin-villas built on a 123,000 square meters. Set amid superb natural beauty, twin villas, 500 square meters each, are equipped with state-of-the-art technology. With two playgro-unds for children, an observation deck, jogging tracks, swimming pool, game room, fitness center with sauna, cafeteria, tennis, basketball and volleyball courts, Bilkent Garden Homes have been designed to cater to its residents’ every social need. Offering an urban location while at the same time far from the hustle and bustle of the city and combining the beauty of nature with the amenities of the contemporary life, Bilkent Gar-den Homes has been met with great interest. The project was launched at the end of 2005 and completed at the end of 2007. All units were sold before the construction was actually completed.

2008Hacettepe University Hospitals Morphology Building and Seventh & Eighth Building Retrofits Completed in December 2008 at a cost of TL 71 million, this project has a total construction area of 28,500 square meters. As part of this project, among the most important undertakings by Tepe İnşaat for Hacettepe University, Seventh & Eighth Buildings and the Morphology Buildings were reinforced against earthqua-kes. The modifications in the Internal Medicine, Urology, Neurology, Gene-ral Surgery, Brain Surgery and Gastrology departments, located in the Se-venth Building, were completed. In addition, Biochemistry, Microbiology, emergency laboratories, Endocrinology, Geriatrics, Nephrology, Infection, Rheumatology, Hematology, Gastrology, Coronary Intensive Care depart-ments and inpatient floor retrofits were also undertaken. The project was completed and delivered as of December 2008.

2009 Tepe Prime Project The project is comprised of Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue and has an in-door area of 92,800 square meters. Its objective is to provide utter com-fort to its dwellers and guests; it is predicted to be finished by 2011.

Tepe Prime Project comprises Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue, has an indoor area of 92,800 square meters and aims to provide utter comfort to its dwellers and guests.

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Subsidiaries and Affiliates

Share Participation

Company Total Capital Capital (TL) Ratio (TL) (%)

Tepe Emlak Yatırım İnş. ve Tic. A.Ş. 160,000,000 114,324,138 71

TAV Havalimanları Holding A.Ş. 363,281,250 94,890,027 26

TAV Yatırım Holding A.Ş. 100,500,000 46,732,500 47

Tepe Mobilya San. A.Ş. 50,000,000 41,981,343 84

Tepe Home Mobilya ve Dek. Ürn. A.Ş. 61,000,000 33,571,300 55

Ati Servicess Sa 36,074,062 16,492,950 46

Tepe Betopan A.Ş. 20,000,000 13,200,000 66

Sports International A.Ş. 16,000,000 11,888,158 74

Tepe Savunma ve Güv. Sist. A.Ş. 17,000,000 8,329,963 49

Bilintur A.Ş. 40,000,000 8,000,000 20

Meteksan Matbacılık A.Ş. 62,526,000 5,864,454 9

Bil Enerji A.Ş. 30,000,000 4,530,042 15

Tepe Prefabrik İnşaat Sanayi ve Ticaret A.Ş. 6,000,000 4,213,329 70 Antepe Sağlık ve Turz. Hizm. Tic. Danş. A.Ş. 3,000,000 2,975,500 99

Dilek İnşaat A.Ş. 22,000,000 2,968,610 13

Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. 5,500,000 2,694,723 49 C.B. Spolka Zograniczona Odpowiedzia 7,843,277 2,221,970 28

Ankara Teknoloji A.Ş. 9,600,000 1,106,032 12

Tepe Servis ve Yönetim A.Ş. 2,000,000 1,039,919 52

Artı Döviz A.Ş. 1,500,000 735,000 49

Meteksan Savunma A.Ş. 10,000,000 607,310 6

Batı Karadeniz Elektrik Dağıtım A.Ş. 1,400,000 294,000 21

Park Villa İnşaat ve Turizm A.Ş. 500,000 250,000 50

Tepe İnşaat ve Ticaret (Kıbrıs) Limited 145,000 144,565 100

Hyper Foreign Trade Holland N.V. 137,019 73,394 54

Tepe Grubu United Kingdom 597,300 61,918 10

Tepe Ukrayna Ltd. 61,185 61,185 100

Tepe Stroi 61,185 61,185 100

Yenikentler Yatırım A.Ş. 170,000 5,000 3

Meteksan Uzay Teknoloji A.Ş. 500,000 5,000 1

Optisis İletişim ve Bilgi Teknolojileri A.Ş. 300,000 3,000 1

Knauf İnşaat ve Yapı Elm. A.Ş. 8,017,000 1,048 0

Bilsigorta A.Ş. 150,000 200 0

Bildes Bilkent Destek A.Ş. 50,000 70 0

Bilbak Bilkent Bak. A.Ş. 50,000 70 0

Esenboğa Ankara Döviz Ticareti A.Ş. 500,000 25 0

Dafne Ege Döviz Ticareti A.Ş. 500,000 25 0

PFT Sıva Sistemleri A.Ş. 150,000 13 0

Riva İnşaat Turizm A.Ş. 65,000 10 0

TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. 241,650,000 10 0 TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş. 135,000,000 1 0

Bilkent Enerji Yat. A.Ş. 50,000 1 0

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Tepe Emlak Yat. İnş. ve Tic. A.Ş.

The Company began operating as a part of Tepe İnşaat in 1996 and has been an independent firm since 1998. Tepe Emlak is engaged in the de-velopment of hypermarkets, construction markets, large stores, shops, multi-lounge movie theatres, offices and shopping centers containing amusement centers and fast food sections in various cities including Ankara, Istanbul, Gaziantep, Adana and Konya. The Company also ma-nages Ankara Bilkent Center and Istanbul Nautilus Shopping centers. Tepe Home Mobilya ve Dekorasyon Ürünleri Tic. A.Ş.

Founded in 1997, Tepe Home is the first and largest furniture, home accessories, appliances and electronics retail chain in Turkey. Of the 20,000 furniture items offered for sale at Tepe Home, 75% are produced by Tepe Mobilya; others are procured from domestic and international suppliers that manufacture high-quality goods. The Company has a total of 16 stores; one in Dubai, United Arab Emirates.

Tepe Mobilya San. ve Tic. A.Ş.

Founded in 1969, Tepe Mobilya is one of the oldest companies within Bilkent Holding. The Company operates on 183,000 square meters of outdoor space and 120,000 square meters of indoor manufacturing area in its factories in Ankara (Bilkent, Sincan, Eryaman) and Eskişehir. It is one of the largest furniture manufacturers in Turkey. Tepe Mobilya sells all types of home and office furniture through Tepe Home Stores as well as in its own stores. In addition, the Company undertakes all decoration and furnishing work for comprehensive projects that require expertise such as hotels, tourism centers, business centers, conference halls, educa-tion institueduca-tions, health centers, stores and airports in Turkey as well as overseas.

Bilintur A.Ş.

The Company was founded in 1988 to operate in the tourism and servi-ces industries. The Bilintur Group is comprised of Bilintur Catering Cen-ter and Bilkent Hotel and Conference CenCen-ter.

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Sports International A.Ş.

Established in 1994, Sports International provides high quality and com-fortable services to its members. Sports International members enjoy these services in five facilities located in Ankara, Istanbul and Izmir, under the supervision of experts and in a privileged environment. All of the faci-lities are capable of responding to a range of needs, with tennis courts, outdoor and indoor swimming pools, squash courts, indoor basketball and volleyball courts, running tracks, café-restaurants and bridge centers. Tepe Betopan A.Ş.

Founded in 1984 as Turkey’s first cement bonded particle board facility, Tepe Betopan doubled its production capacity in 1999 after its manufac-turing facilities were revised with state-of-the-art technology systems, just like in all the other Tepe İnşaat affiliates. Acquiring the other cement particle board factory located in Arhavi in 2001, Tepe Betopan increased production capacity to 67,500 cubic meters annually and has become its only supplier in Turkey and one of the world’s largest.

Tepe Savunma ve Güvenlik Sis. San. A.Ş.

The Company commenced operations in 1992 as a private security es-tablishment to cater to the physical security system and service needs of Bilkent Holding companies. The Company continues to provide private security services to airports, banks, business and shopping centers, uni-versities, factories and many other companies throughout Turkey. Ankara Teknoloji A.Ş.

Ankara Teknoloji is the operator of Ankara Cyberpark, a science and technology park located on Bilkent University’s campus. Established at the end of 2002, Cyberpark is the fastest-growing technopark in Turkey with more than 170 companies and an R&D staff of 1,200. Ankara Tek-noloji is primarily involved in leasing office space, industrial zones and warehousing areas to participant companies under favorable terms. The Company also provides many premium technopark services to the firms located in Cyberpark.

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Dilek İnşaat ve Tic. A.Ş.

Dilek İnşaat ve Tic. A.Ş. began operating in 1968 and joined the Bil-kent Group after BilBil-kent University was established in 1986. Dilek İnşaat constructed the library, president’s office, faculty and college buildings, research centers, faculty housing, student dormitories, health center and the 4,000-person capacity semi-outdoor Odeon concert hall of Bilkent University, since 1973. The Company recently completed a 288-unit hou-sing complex in Kastamonu for the Houhou-sing Development Administration of Turkey, the Silivri Prison Complex for the Ministry of Justice of Turkey, 500 housing units and infrastructure project and the Alanya Mahmutlar Terradesir Homes. Dilek İnşaat is currently engaged in the construction of hospitals and various faculty buildings for five universities.

Meteksan Matbaacılık ve Teknik Sanayi Tic. A.Ş.

Founded in 1969 as Medikal Teknik Sanayi to serve the health industry, Meteksan began operations in the printing and publishing industry in 1975 with the installation of its printing facilities. Meteksan is the market leader today with paper and cardboard manufacturing taking place in a total indoor area of 35,000 square meters. It provides customized prin-ting and distribution services as well as organization services (prinprin-ting, packaging, staffing, transportation, distribution, collection, etc.) for offi-cial entities and private sector companies.

Tepe Prefabrik A.Ş.

Founded in 1977, Tepe Prefabrik is the oldest and most experienced company in its industry in Turkey and surrounding regions. With long-term experience, the Company is specialized in the mass production of modular prefabricated systems, light galvanized steel structures and demounted (flat-packed) or mounted living containers. Tepe Prefabrik has operations in Turkey as well as in the Middle East, Gulf Countri-es, North Africa, Continental Africa, Asia Minor, the Commonwealth of Independent States, Russia, Kazakhstan, Ukraine, Eastern Europe and Balkan countries.

Bilsigorta A.Ş.

Founded in 1989 to serve the insurance consultation needs of Group companies, as well as personnel insurance needs, Bilsigorta also acts as a broker for various insurance companies for the purpose of expanding its non-group insurance portfolio.

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Turkish Cement Manufacturers’ Association Technical and Industrial Vocational High School Project

Meteksan Concept Building Hospitals Shopping Centers Education Buildings Other Contracting Projects

Domestic Projects

International Projects

Investment Projects

Narcity Housing Project

Tepe Prime Business, Residence, Avenue Project

Akdeniz University Hospital II. Section Servicing Construction Gazi University Hospital Retrofit Work

Fırat University Education and Research Hospital

Hacettepe University Hospitals Retrofit and Large Scale Renovation Construction

Forum Gaziantep Shopping Center Forum Kayseri Shopping Center

Bilkent Eastern Provinces Erzurum 3. Phase Work

Akdeniz University Faculty of Agriculture 8. Education Complex II. Section Construction

Bilkent University 2009 Projects Bilkent University 2010 Projects

Iraq

Afghanistan

Sulaimaniya University

İhsan Doğramacı Erbil Foundation Schools Construction Afghanistan OBO US Embassy

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Construction is not simply

making buildings. Being

devoted and showing

respect to the essence of

a project and the dream

that lies behind that project

is the make-or-break point

in contracting. Tepe İnşaat

undertakes all of its projects

with this awareness and

it constructs its ongoing

projects by uniting hard

work with dreams.

(76)

Domestic Projects

Active since 1969 in

construction, one of the pillars

of economic development

in Turkey, Tepe İnşaat is

the pioneer in its field thanks to

the successful graphic that

it has maintained since its

day of establishment.

(77)

Commencement Date: August 2, 2002 Contract Value: TL 145,000,000 Total Construction Area: 109,000 square meters Delivery Date: December 31, 2013 Client: Akdeniz University Rectorate

Hospital Projects

Akdeniz University II. Section Servicing Construction Project This project was launched in 2002; by the end of 2009, a construction area of 73,000 square meters was completed and 12,000 square meters of the ongoing construction was earmarked for an R&D unit. The R&D unit will host high technology laboratory research. Aside from critical units such as GMP, quality check, stem cells, animal labs and reproduction labs; work areas such as offices, conference, meeting and seminar halls and a library, as well as social facilities such as restaurants, cafeterias, saunas will be construc-ted as part of the project. 24,000 square meters of the construction area will serve the hospital building. This section will feature a technical center, sterili-zation, laundry and kitchen units, as well medical units such as angiography, pathology and ophthalmology. The official completion date is February 22, 2013; at year-end 2009, 52.68% of the contract has been complete. The inpatient complex, the laboratory complex, the polyclinic blocks and the transition blocks have been completed.

2009 Operations Domestic Projects ˊ

Tepe İnşaat

(78)

Hospital Projects

ˊ

Commencement Date: November 28, 2008 Contract Value: TL 2,300,000 Delivery Date: February 28, 2009

Client: Gazi University Health Research and Application Center Commencement Date: August 27, 2009 Contract Value: TL 1,084,000 Delivery Date: October 26, 2009

Client: Gazi University Health Research and Application Center

Commencement Date:

January 2010

Contract Value: TL 2,845,000

Total Construction Area:

3,200 square meters Delivery Date: March 2011

Client: Gazi University Rectorate

Domestic Projects

ˊ

Gazi University Hospital Retrofit Work I

Contracted by Tepe İnşaat in 2008, the retrofit work for Gazi University’s Faculty of Medicine Hospital D1 Building (floors 5-15) was completed in a very short period (75 days) at a turn-key lump sum price and with a 10% increase in the budget es-timate; the hospital has commenced operations. As part of the project, the retrofit work for bathrooms, floor offices, nurse stati-ons and patient lockers in inpatient services were completed.

Gazi University Hospital Retrofit Work II

In 2009, as part of a project undertaken in the Gazi Univer-sity Faculty of Medicine, the clinic of obstetrics and gyneco-logy, classrooms for research assistants and undergraduate in-service training, as well as the polyclinic and other service units underwent retrofit work and renovation. The project was completed in a period of 60 days; service commenced with unit price bid proposal method and with a 20% increase in the budget estimate.

Gazi Üniversitesi Hospital Retrofit Work III

As part of the construction of the Hematology Department of Gazi University’s Faculty of Medicine, a service for the outpati-ent and inpatioutpati-ent treatmoutpati-ent of leukemia patioutpati-ents is being built. This service will feature infection control, state-of-the-art devices and a total of 57 single rooms, comprising 18 rooms with HEPA filters, four rooms with intensive care facilities and 35 normal rooms. It is predicted that the project will be completed and de-livered by March 2011.

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2009 Operations Domestic Projects ˊ Commencement Date: December 16, 2002 Contract Value: TL 56,000,000 Total Construction Area: - Delivery Date: December 31, 2014

Client: Fırat University Rectorate

Fırat University Education and Research Hospital

A 600-bed research hospital is constructed as part of this project within Elazığ’s Fırat University. According to Article 44 of the State Tender Law No. 2886 four tenders have been organized in the years 1985, 1993, 1997 and 2002. The construction of the project continues.

In the first tender, the project area was designated as 108,000 square me-ters; however, due to the appearance of new needs, in 1998 the area was revised upwards to 140,000 square meters. 90,000 square meters have been completed and put in commission, including three-story buildings, S1 to S16, the eight-story building S9, the twelve-story buildings P1 - P2 - P3 and the ten-story transition buildings P2 to O. The O buildings which cover a total area of 40,000 square meters and which comprise buildings with four and seven floors are to be completed by 2014.

Tepe İnşaat

(80)

Commencement Date: October 9, 2009 Contract Value: TL 93,700,000 Total Construction Area: 80,000 square meters Delivery Date: December 23, 2011 Client: Hacettepe University Directorate of Strategy Development

Hacettepe University Hospitals Retrofit and Large-Scale Renovation Construction

This project obtained from the Hacettepe Hospital in 2

References

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