TEPE İNŞAAT ANNUAL REPORT 2011Tepe İnşaat has crowned its success with awards Tepe İnşaat was listed in 166th place on the 2011 ENR Top 225 List made up of the world’s largest

ANNUAL REPORT 2011

TEPE İNŞAAT ANNUAL REPORT 2011

CONTENTS INTRODUCTION2 Major Developments in 20116 Tepe İnşaat at a Glance6 Shareholding Structure8 Vision, Mission and Corporate Values10 Key Financial Indicators14 Subsidiaries and Affiliates16 Bilkent Holding20 Milestones

MANAGEMENT24 Message from the Management26 Board of Directors and Board of Auditors26 Senior Management

OPERATIONS IN 2011 28 Investment Projects32 Contracting Projects42 TAV Havalimanları (TAV Airports)52 TAV İnşaat (TAV Construction)56 İDO İstanbul Deniz Otobüsleri (İDO İstanbul Sea Buses)62 Human Resources Policy66 Occupational Safety, Environment and Quality Policy68 Bilkent University

FINANCIAL INFORMATION71 Consolidated Financial Statements

TURkEy’S FIRST MObILE ANNUAL REPORT IS NOw AvAILAbLE ON ALL MARkETS.Please scan the QR Code with your smartphone to download Tepe İnşaat 2011 Annual Report, Turkey’s first mobile annual report produced for tablets and smartphones. You can download a QR Code reader directly to your smartphone from the App Store, App World or Google Play free of charge. Apple Store Google Play

Following a successful year

With new investments, exciting developments and awards, 2011 was a successful year for Tepe İnşaat.

The tender won for İDO İstanbul Sea Buses by the Tepe-Akfen-Souter-Sera (TASS) consortium, opening of Tepe Prime, the most prestigious office project in Ankara and the tender won for the first phase of the Ankara-Bursa fast train project, once again demonstrated Tepe İnşaat’s determination to achieve qualitative investments that create value.

Increasing its reputation and credibility in the international arena every year, Tepe İnşaat successfully earned 166th place on the ENR 225 Top List 2011, which includes world’s largest international construction and contracting companies.

Setting an example in the industry with modern, humane and environmentally friendly projects, Tepe İnşaat continues to grow and enhance the value it creates without compromising its principle of excellent service.

TEPE İNŞAATANNUAL REPORT 2011

MAJOR DEVELOPMENTS IN 2011

Tepe İnşaat received many national and international awards in 2011 and gained significant financial and operational success.

A significant step, expanding Tepe İnşaat’s operation field Tepe İnşaat took over İstanbul Deniz Otobüsleri Sanayi ve Ticaret A.Ş. (İDO) which was established in 1987 to help reduce rush-hour traffic in Istanbul and which is now one of the largest maritime transport fleets in the world. It was acquired for US$ 861 million by the Tepe-Akfen-Souter-Sera (TASS) consortium. With its strong partnership structure, Akfen Holding (30%), Tepe İnşaat (30%), Souter Investments (30%) and Sera Gayrimenkul Yatırım (10%) plus new corporate management, the Company has made important breakthroughs toward expanding its transportation network and corporate capacity.

Tepe İnşaat has crowned its success with awards Tepe İnşaat was listed in 166th place on the 2011 ENR Top 225 List made up of the world’s largest international construction and contracting companies.

Tepe İnşaat was ranked 309th in 2010 and 262th in 2011 on the Fortune 500 Turkey list, prepared annually by Fortune Turkey magazine and includes the top 500 companies in Turkey.

Tepe İnşaat was awarded the European Business Awards in Turkey category, one of the most prestigious awards in the business world.

Following the sale of 18% of the shares of Tepe İnşaat A.Ş. in TAV Havalimanları A.Ş. to Aeroports de Paris Management for US$ 414 million and the 23,275% of its shares in TAV Tepe-Akfen Yatırım İnşaat ve İşletme A.Ş. for US$ 23.275.000, JCR Eurasia Rating has assigned an investment grade credit rating of “A(Trk)” on the long term national scale

2 - 3 INTRODUCTION

to Bilkent Holding A.Ş. along with a “stable” outlook. In the statement made by JCR Euroasia Rating, it was stated that the sale would have a positive effect on the market efficiency and the performance of the companies within Bilkent Holding.

New host of capital city Ankara’s business and social life: Tepe Prime Business-Residence-Avenue With its contemporary architecture, functional and environmentally friendly approach, an open air concept and smart building features, Tepe Prime Business- Residence-Avenue, the most prestigious work and social life project in Ankara, was opened on October 2, 2011. It includes 218 office spaces, 100 business studio flats that can also be used as residences and 37 cafés, restaurants and entertainment venues for different tastes as well as various stores. Tepe Prime Business-Residence-Avenue includes a 10-story residence building and two 18- and 19-story business blocks, independent from each other.

Tepe Prime Business Tepe Prime Business matches your expectations, where you would have the business environment you are looking for and that would reflect your prestige in the business world. With its location, easy access and unique landscape planning, Tepe Prime Business has raised the standards in Ankara.

Tepe Prime Residence A reflection of stylish modern living, Tepe Prime Residence with its studio flats that range between 78 and 102 m2 gross, meets different demands and offer innovations and comfort that come with today’s lifestyle.

Tepe Prime Avenue Setting out to contribute to Ankara’s business and social life and to provide the city with a new meeting place, Tepe Prime Avenue is preferred by some of Turkey’s most popular cafés, restaurants and entertainment brand names. With unique architecture with an


MAJOR DEVELOPMENTS IN 2011

With its contemporary architecture, functional, environmentally friendly approach, open air concept and smart building features, Tepe Prime Business- Residence-Avenue, a prestigious business and social life project in Ankara, was opened on October 2, 2011.

open-air model, Tepe Prime Avenue is a first in Ankara and includes Hayâl Kahvesi, İstanbul’s renowned entertainment venue, 2’ler Et Lokantası, the Burger House, Eat’n Fit Barnies Coffee and Gratis. The project also attracts attention with a variety of popular restaurants such as the New Castle, Ege Balık, Özler Döner, Minkaa, Neli Pastanesi and Tunalı Vitamin Park that appeal to different tastes. Housing the Mercedes Showroom, the first concept showroom in Turkey, there is also a branch of D&R that combines entertainment and culture products as well as a bookshop, pharmacy, tobacco shop, florist, dry cleaners, hair styling salon and a Migros Supermarket. Tepe Prime Avenue has outdoor dining and entertainment and venues for activities such as concerts, theatre and festivals within its courtyard that includes a pool, with illuminated water shows and a large stage. Designed with an ‘agora’ concept, Tepe Prime Avenue has distinct architectural features with special landscaping arrangements that enable access to venues from different routes.

Tepe’s Autograph in the First Stage of the Ankara-Bursa Fast Train Project The tender for the infrastructure of the 75-kilometer section between Bursa and Yenişehir, the first stage of the Ankara-Bursa fast train project, was won by the YSE Yapı-Tepe İnşaat joint venture for TRY 393 million and 170 thousand. Planned to be completed within three years, the project will shorten the trip between Ankara and Bursa to two and a half hours.

4 - 5 INTRODUCTION

4 - 5 INTRODUCTION


TEPE İNŞAAT AT A GLANCE

Getting its strength from its qualified human resources and professional corporate management, Tepe İnşaat aims to continue shining with projects that make a difference.

Tepe İnşaat has been operating in the construction industry for the past 42 years. This sector steers the country’s economy making it among Turkey’s most important industries and one that creates value for Bilkent Holding A.Ş., its principal shareholder and for the projects its produces. Understanding that the concept of “peak” not as a target but as a point to reach in terms of advancement, success and service, the Company has become one of the important players within the industry and is internationally renowned for its domestic and international projects produced while taking the constantly changing needs of the modern

world into consideration. The main principle of Prof. Dr. İhsan Doğramacı’s philosophy “further, toward the best” has provided the Company with extensive experience in project development and the construction of hospitals, airports, terminals, pipelines, power plants, business and shopping centers.

Getting its strength from its qualified human resources and professional corporate management, Tepe İnşaat aims to continue shining with projects that make a difference.

As of December 31, 2011 Tepe İnşaat’s registered capital was TRY 780,000,000 million.

Company Name Shareholders

Share Class

TRY Share of Capital

Ratio of Shares %

Number of Shares

Tepe İnşaat Sanayi Anonim Şirketi

Bilkent Holding A.Ş. A 1 0 780,000,000Bilkent Holding A.Ş. B 669,741,166 85.86 780,000,000Tepe Emlak Yat. İnş. A.Ş. B 104,000,091 13.33 780,000,000Tepe Savunma ve Güv. Sis. A.Ş. B 5,672,386 0.73 780,000,000Tepe Home Mob. Dek. Ürün. San. ve Tic. A.Ş. B 562,352 0.07 780,000,000Meteksan Matbaacılık A.Ş. B 24,004 0 780,000,000

SHAREHOLDING STRUCTURE (%)

BiLkENT HOLDiNG A.Ş.

85.86TEpE EmLAk YAT. iNŞ. A.Ş.

13.33OTHER

0.8

6 - 7 INTRODUCTION

6 - 7 INTRODUCTION


VISION, MISSION AND CORPORATE VALUES

With 42 years of experience, Tepe İnşaat steadily continues its corporate development without compromising its vision, mission and corporate values.

VISIONTo produce at world standards without compromising on quality at any stage or any detail of the project.

Cognizant that its employees are its most valuable resources and by relying on their strength, support and knowledge, the Company conscientiously adapts to all modern requirements within their respective fields of expertise.

To further advance the Company’s position following a sustainable growth perspective.

MISSIONTo create the necessary resources for Bilkent University to continue developing and growing.

To make a contribution to Turkey’s future by transferring the values and resources it created at the establishment of Bilkent University, Turkey’s first foundation university and one of the country’s most distinguished educational institutions.

To focus on success in each project undertaken for each new client, whether it is an institution or an individual, without compromising on quality, with complete confidence in its human resources, by considering environmental sustainability and by incorporating global technological developments and contemporary demands.

To introduce innovations to the industry while developing a variety of construction projects in both Turkey and abroad.

8 - 9 INTRODUCTION

CORPORATE VALUESTepe İnşaat,

Is focused on customer satisfactionConstantly observing changing and evolving customer expectations to achieve customer satisfaction.

Is committed to maintaining ethical values and law.Is completely committed to ethical values and laws, strives to provide the best quality in the field in terms of service and products and is keen to maintain competitiveness, productivity and profitability.

Takes responsibilityAs a national responsibility, expanding its experience, know-how and vision beyond the region is a principal aim.


KEY FINANCIAL INDICATORS

Thanks to its sustainable financial structure, Tepe İnşaat undertakes profitable projects and carries its corporate structure into the future.

Balance Sheet Figures (TRY thousand) *

2010 2011

A- Current Assets 591,751 531,497

B- Fixed Assets 995,367 1,179,908

Total Assets 1,587,118 1,711,405

A- Short-term Foreign Liabilities 230,325 261,847

B- Long-term Foreign Liabilities 577,543 619,022

C- Equity 779,250 830,536

Total Liabilities 1,587,118 1,711,405

2010 2011

Net Sales 270,752 347,806

Operating Profits 43,149 58,305

Extraordinary Revenues and Incomes 7,365 12,135

* Prepared according to the stand-alone financial statements.

10 - 11 INTRODUCTION

1,711,405 2011

2010 1,587,118

TOTAL ASSETS (TRY THOUSAND)

347,8062011

2010 270,752

NET SALES (TRY THOUSAND)

830,5362011

2010 779,250

SHAREHOLDERS’ EQUITY (TRY THOUSAND)

58,3052011

2010 43,149

OpERATING pROFIT (TRY THOUSAND)


KEY FINANCIAL INDICATORS

Tepe İnşaat increased its operational profit from TRY 43,149 million to TRY 58,305 million in 2011.

Liquidity Ratios * 2010 2011Current Ratio 2.57 2.30Acid-Test Ratio 2.47 1.92 Cash Ratio 0.42 0.34

Operational Ratios *Accounts Receivable Turnover Ratio 3.66 4.21 Accounts Receivable Collection Period 99.64 86.68 Current Asset Turnover Ratio 0.46 0.65 Net Working Capital (TRY) 361,425,886.95 269,650,074.19Net Working Capital Turnover Ratio 0.75 1.29Tangible Asset Turnover Ratio 1.64 1.98Total Asset Turnover Ratio 0.17 0.20Equity Turnover Ratio 0.35 0.42

Financial Leverage Ratios *Financial Leverage Ratio 0.51 0.51Financing Ratio 0.96 0.94Ratio of Equity to Total Assets 0.49 0.49Ratio of Short-term Debts to Total Liabilities 0.15 0.15Ratio of Short-term Debts to Total Debts 0.29 0.30Ratio of Long-term Debts to Total Liabilities 0.36 0.36

Ratio Analysis in Accordance with the Public Procurement Law *Current Ratio 2.30 3.00Ratio of Equity to Total Assets 0.65 0.59Ratio of Short-term Financial Liabilities to Total Equity 0.01 0.00

* Prepared according to the stand-alone financial statements.


2.302011

2010 2.57

CURRENT RATIO

0.342011

2010 0.42

CASH RATIO

1.922011

2010 2.47

ACID-TEST RATIO

0.942011

2010 0.96

FINANCING RATIO


SUBSIDIARIES AND AFFILIATES

Companies operating within Tepe İnşaat are leaders in their respective fields.

Company NameTotal Capital

(TRY)Share Capital

(TRY)

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

Antepe Sağlık Hiz. A.Ş. 3,000,000 2,975,000

Artı Döviz Ticaret A.Ş 1,500,000 735,000

Atı Servicess Sa (Swiss Francs) 28,750,000 14,375,000

Batı Karadeniz A.Ş. 1,400,000 294,000

Bilan A.Ş. 5,500,000 2,694,723

Bilbak A.Ş. 50,000 70

Bildes A.Ş. 50,000 70

Bilen Bilkent Enerji Yat. A.Ş. 50 1

Bilenerji A.Ş. 30,550,000 4,530,044

Bilintur A.Ş. 57,500,000 21,500,000

Bilsigorta A.Ş. 150,000 200

C. B. Spolka Zograniczona (US$) 5,209,056.81 1,562,717.04

Dafne Ege Döviz Ticareti A.Ş 500,000 25

Dilek İnşaat ve Ticaret A.Ş. 22,000,000 2,968,610

Eccı-C İş Ortaklığı (US$) 5,000,000 600,000

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

Hyper Foreign Trade (US$) 91,000 46,000

İDO Deniz Otobüsleri Sanayi ve Ticaret A.Ş. 750,867,410 225,260,223


Company NameTotal Capital

(TRY)Share Capital

(TRY)

Knauf A.Ş. 147,043,000 4,114

Meteksan Matbaacılık A.Ş. 90,000,000 5,864,454

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

Meteksan Sualtı Akustik Sis. Tek. A.Ş. 5,500,000 55,000

Optisis İletişim ve Bilgi Tekn. A.Ş. 300,000 3,000

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

Pft Sıva A.Ş. 150 13

Riva A.Ş. 2,000,000 10

Sports Int. A.Ş. 26,000,000 21,888,158

TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. 241,650,000 10

TAV Havalimanları Holding A.Ş 363,281,250 29,273,852

TAV Yatırım Holding A.Ş 100,500,000 24,346,000

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

Tepe Emlak A.Ş. 221,000,000 147,047,069

Tepe Grubu United Kingdom (GB Pounds) 250,000 127,500

Tepe Güvenlik A.Ş. 50,000 24,497

Tepe Home Mobilya A.Ş. 71,000,000 56,697,334

Tepe İnşaat ve Ticaret Ltd (Cyprus) 145,000 144,565

Tepe Metag Adi Ortaklığı 50,000 25,000

Tepe Prefabrik A.Ş. 12,000,000 10,213,329

Tepe Savunma A.Ş. 30,000,000 18,779,952

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

Tepe Tesan Adi Ortaklığı 100,000 60,000

Tepe Türkmen A.Ş. 100,000 65,000

Turkofon A.Ş. 50,000 1

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

YSE Tepe Adi Ortaklığı 100,000 40,000


BİLKENT HOLDİNG

Shaping its operations in terms of five-year strategic plans, Bilkent Holding reached its financial and operational goals in 2011 in accordance with its long-term goals and policies.

Bilkent Holding’s foundation began with Dilek İnşaat, established by İhsan Doğramacı in 1968 to operate in the construction industry; a year later, Tepe Ağaç Metal ve Makina Sanayi and Meteksan were founded. During a fundamental restructuring process in 1986, these companies were gathered under the umbrella of Bilkent Holding.

Focused on creating value for its partners and stakeholders, Bilkent Holding has prioritized process focusing on customer satisfaction, profitability and excellence in quality in all the industries in which it operates. In this respect, operating within a broad field that includes construction, furniture retailing, printing and paper production, real estate and airport management services industries, Bilkent Holding has expanded its established domestic experience to an international level with operations in the Middle East, North Africa, the Turkic Republics, Eastern Europe and Russia.

Continuing to expand its field of operations and geographical reach, Bilkent Holding is among the 50 largest corporate groups in Turkey according to statistical sources quoted by domestic and international business circles. The companies within Bilkent Holding are leaders in their respective industries in terms of turnover and market share.

The flagship of Bilkent Holding in the construction industry, Tepe İnşaat, continues to undertake construction projects in both Turkey and abroad, introducing innovations without compromising on quality.

Bilkent Holding is rapidly expanding its field of operations into furniture and retail industries, transferring high quality standards and powerful brand images gained with the Tepe brand in the construction industry. Tepe Home Mobilya produces and sells tailor-made designs to achieve high-level customer satisfaction. It is the top innovative brand in its industry and has brought the megastore furniture retailing concept to Turkey.

Operating in the printing-paper sector, Meteksan Matbaa is a significant part of this industry, known for its product diversity and with an annual production capacity approaching 100,000 tons. Involved in the construction of seven shopping centers in Turkey and operating the Ankara Bilkent Center as well as the Istanbul Tepe Nautilus shopping malls, Tepe Emlak continues to create venues that serve the public thanks to the experience it has gained since the shopping center sector first gained momentum.




BİLKENT HOLDİNG

Continuing steadily to expand its field of operations and geographical reach, Bilkent Holding ranks among 50 foremost corporate groups in Turkey.

Tepe Savunma is another company that continues its rapid corporate development under Bilkent Holding roof. Bilintur, founded to operate in hotel management and catering industries, also continues to steadily increase its market share with customer-focused processes and high quality standards.

Not only Turkey’s largest cement board manufacturer but also among the top three largest cement-bonded particleboard producers in the world, Tepe Betopan exports exterior siding products around the globe.

The companies operating within Bilkent Holding are able to form new subsidiaries based on different partnerships by following the corporate values and principles of the Holding; in turn increasing the profitability of Bilkent Holding. TAV Havalimanları ve Yatırım Holding was founded with the partnership of Tepe-Akfen and is the most successful example of this model; it provides substantial added-value to Bilkent Holding. During its corporate development, often referred to as its “Journey toward Excellence” is among the elements that sets Bilkent Holding apart. Its competitive corporate structure that is open to development and innovation, professional human resources management formed with the ‘right person for the right job’ approach and environmentally friendly practices, has helped Bilkent Holding achieve ongoing success.

Shaping its operations in terms of five-year strategic plans, Bilkent Holding reached its financial and operational goals in 2011 in accordance with its long-term goals and policies. In order to maintain its competitive edge in the industries it operates, Bilkent Holding closely followed the collaborative projects undertaken by public and private sectors, privatizations, overseas investment opportunities and investment projects with regard to technology.

Taking its strength from more than 40 years experience in the development of the private sector in Turkey, Bilkent Holding is determined to carry its sustainable and profitable financial structure and its brand image identified with confidence into the future.


Bilkent Holding Subsidiaries and Affiliates Subsidiaries and Affiliates

Name of the Company

Total Capital

(TRY)

Share Capital

(TRY)

Participation Ratio

(%)Ankara Teknoloji A.Ş. 9,600,000 2 0.00

Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. 5,500,000 415,555 7.56

Bilan Bilkent Ank. Tepe Otel İşl. (A Grubu) 5,500,000 1 0.00

Bilbak A.Ş. 50,000 25,520 51.04

Bildes A.Ş. 50,000 25,520 51.04

Bilen A.Ş. 1,150,000 1,149,405 99.95

Bilenerji A.Ş. 30,550,000 639,772 2.09

Bilintur A.Ş. 57,500,000 7,876,969 13.70

Bilsigorta A.Ş. 1,000,000 999,558 99.96

Delta Yük. Tek. Araş. Gel. Bil. A.Ş. 300,000 1 0.00

Dilek İnşaat A.Ş. 22,000,000 19,002,736 86.38

Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 90,000,000 1 0.00

Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 90,000,000 83,973,811 93.30

Meteksan Su Altı Teknolojileri A.Ş. 5,500,000 1 0.00

Meteksan Su Altı Teknolojileri A.Ş. 5,500,000 54,999 1.00

Optisis İletişim ve Bilgi Teknolojileri A.Ş. 300,000 3,000 1.00

Sports International Bilkent Fitness ve Spor Merkezleri A.Ş. 26,000,000 690 0.00

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

Tepe Emlak A.Ş. 221,000,000 63,148,176 28.57

Tepe Güvenlik A.Ş. 50,000 1 0.00

Tepe Home Mobilya A.Ş. 71,000,000 1 0.00

Tepe Home Mobilya A.Ş. 71,000,000 14,639,587 20.62

Tepe İnşaat A.Ş. 780,000,000 1 0.00

Tepe İnşaat A.Ş. 780,000,000 669,753,741 85.87

Tepe Prefabrik İnş. San. Tic. A.Ş. 12,000,000 2 0.00

Tepe Savunma A.Ş. 30,000,000 3 0.00

Tepe Servis ve Yönetim A.Ş. 6,000,000 1 0.00

Turkofon A.Ş. 50,000 25,587 51.17


MILESTONES Since its foundation, Tepe İnşaat has focused on developing projects regarded as milestones in terms of its corporate development.

1980s

1982 Bilkent Campus Bilkent University, Turkey’s first foundation university, was established in October 1984 by the İhsan Doğramacı Foundation. Classes opened with 386 students in 1986; today, the University has 12,000 students in nine faculties, two professional schools, three vocational schools and six institutes. Bilkent graduates are among Turkey’s most select human resources. The Bilkent Campus lies within the boundaries of Bilkent, a city created over the course of 15 years on the plains of Ankara. On 612 hectares, Bilkent is a “city of science” that meets every need with its campus, residences, business and shopping centers, sports complex, concert halls, hotel and movie theaters, dam, power plant, forest and a symphony orchestra.

1990s

1999 Atatürk Airport (Build-Operate-Transfer) Built by the joint venture of the Tepe and Akfen groups (TAV), the International Terminal of the İstanbul Atatürk Airport was completed and started operating within two years. A company specialized in the fields of airport construction, operation and financing, today, TAV is an international power, a leader in its field in Turkey and is among the most prominent companies in the Middle East, North Africa and the Caucasus. Completed at a cost of US$ 397 million, the New International Terminal of the Atatürk Airport commenced operations on December 22, 1999. With an additional facility launched in 2004, the capacity of the terminal increased from 14 million passengers to 20 million annually. In July 2005, TAV also undertook operations at the Atatürk Airport Domestic Terminal. With an area of 62,500 m2, the Domestic Terminal has been modernized to accommodate an average of 7.5 million passengers each year. The Development and Expansion Project at the Domestic Terminal t entered its final phase in 2010 and yielded a total additional covered space of 18,770 m2.


2000s

2000 Turkish Armed Forces Rehabilitation Center Built on a total area of 102,500 m2, with a 400-bed capacity, this facility was established to provide rehabilitation services to army veterans. The facility was built at a cost of US$ 132 million; the project was selected as a result of an architectural competition.

İş Bankası Headquarters Complex Turkey’s first smart building, the İş Bankası Headquarters Complex is one of the most magnificent high-rises in Istanbul. It is located in the heart of industry, commerce and culture. Built at a cost of US$ 190 million, the complex has been equipped with state-of-the-art technology. It represents a significant example of a smart building, not only in Turkey but also in Europe and the Middle East. İş Bankası Headquarters Complex is the highest skyscraper between Dubai and Frankfurt with its two towers, 52 and 36 stories respectively.

2001-Kemer Rose Residence Built on 35,000 m2 with rose gardens of unrivalled beauty in Kemerburgaz, the Kemer Rose Residence consists of 70 blocks. Offering a peaceful lifestyle in perfect harmony with nature, Kemer Rose Residence also provides a wide range of amenities at its sports facilities.

2002-Beykoz Mansions Built on 100 hectares in the Saip Molla Pasha Woods in Beykoz, Istanbul, Beykoz Mansions are one of Tepe İnşaat’s most prestigious projects. The 401 mansions are in perfect harmony with their natural surroundings, concurrently nostalgic but modern, the project an atmosphere dating back two-centuries. The historical Hunting Lodge, which was renovated true to its original form, serves residents with a library, billiards tables, gaming and event lounges, a spacious garden designed for large receptions and a kitchen. With a project cost of US$ 90 million, Beykoz Mansions rank among the most exclusive residences in Istanbul.

Tepe Nautilus Shopping Center Nautilus, or Lighthouse, was inspired by the seaside around Kadıköy, on the Asian side of Istanbul, one of the most historic coastal cities in the world. With a market value of € 150 million, Nautilus is the largest shopping center on Istanbul’s Asian side. With its luminous design, Nautilus offers visitors a comfortable shopping environment throughout the day.


MILESTONES As part of the consortium that took over İDO through privatization, Tepe İnşaat took a significant step toward expanding its field of operations in 2011.

2004-The Eczacıbaşı Kanyon Project Kanyon is a modern open-air shopping center built by Tepe İnşaat in Istanbul. Kanyon houses 160 stores, 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, residential and office buildings and shopping and amusement centers. Kanyon was built by the partnership of Eczacıbaşı and İş Gayrimenkul on an area of 250,000 m2 in compliance with national and international earthquake regulations. The cost of the project was US$ 41 million.

2005-Baku-Tbilisi-Ceyhan Crude Oil Pipeline Tepe İnşaat has participated in the construction of the 277-kilometer section of the pipeline and pumping stations between Posof and Erzurum.

• İmranlı-KayseriNaturalGasPipeline•Kütahya-Bilecik-UşakNaturalGasPipeline

2006-Narcity Housing Project Built on approximately 147,000 m2 in Maltepe, Istanbul, the Narcity complex is landscaped primarily with pomegranate trees, reflecting the name ‘nar’, Turkish for pomegranate. Built in compliance with the latest earthquake regulations, Narcity Housing Project consists of 1,306 units with state-of-the-art soundproofing, heating and water insulation systems. With high-quality materials and workmanship

as well as its extensive social facilities and security systems, Narcity Housing Project is a strong candidate as one of Istanbul’s favorite residential destinations. The US$ 200 million project, launched in January 2006, is now being populated.

Esenboğa Airport At a project cost of € 188 million, Esenboğa Airport provided Ankara with a facility that suits the capital city. With an annual capacity of ten million passengers, Esenboğa Airport is the only airport in Turkey that combines domestic and international terminals under one roof. Completed one year ahead of schedule, it has become the modern face of Turkey’s capital.

2007-Bilkent Garden Homes With an investment value of US$ 52 million, this project consists of 124 twin-villas built on 123,000 m2. Set amid superb natural beauty, the villas are 500 m2 each and equipped with state-of-the-art technology. The complex includes two playgrounds 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 meet the social needs of its residents. Located in an urban location that is far from the hustle and bustle of the city and combining the beauty of nature with the amenities of contemporary life, Bilkent Garden Homes has been received with great


interest. The project was launched at the end of 2005 and was completed at the end of 2007. All units were sold before the construction was actually completed.

2008-Hacettepe University Hospitals The Morphology Building and Seventh and Eighth Block Retrofits Completed in December 2008 at a cost of TRY 71 million, the project has a total construction area of 28,500 m2. As part of this project, among the most important projects undertaken by Tepe İnşaat for Hacettepe University, the seventh and eighth blocks and the Morphology Building were reinforced against earthquakes. Departments such as Internal Medicine, Urology, Neurology, General Surgery, Brain Surgery and Gastrology were remodeled at the seventh block. In addition, departments of Biochemistry, Microbiology, Endocrinology, Geriatrics, Nephrology, Infection, Rheumatology, Hematology, Gastrology, Coronary Intensive Care and the Emergency Room laboratories as well as the inpatient floor were remodeled in the Morphology Building. The project was completed and delivered as of December 2008.

2009-Tepe Prime Comprised of Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue with an indoor area of 92,800 m2, the project aims at

providing absolute comfort to its dwellers and guests. The project is delivered to customers in 2011.

2010-Narkule Istanbul Built in Maltepe, Istanbul on land adjacent to Narcity, the Narkule project was designed as a boutique project targeting the joys of living in a high-rise with modern architecture. With the slogan, “Some Like It High,” Narkule combines contemporary architecture with a youthful, dynamic, dignified and colorful style coupled with high-quality living standards and breathtaking scenery. Most of the 108 residential units in the 27-story Narkule project have a splendid view of the forest, sea and the islands.

2011

Privatization of Istanbul Sea Buses İstanbul Deniz Otobüsleri Sanayi ve Ticaret A.Ş. (İDO) was established in 1987 in an effort to help resolve traffic congestion in Istanbul. It is now considered to be one of the largest maritime transport fleets in the world. It was taken over for US$ 861 million by the Tepe-Akfen-Souter-Sera (TASS) consortium. This company, of which Tepe İnşaat has a 30% share, has undertaken important breakthroughs toward expanding its transportation network and infrastructure.


In 2011, TEPE İnşaat was ranked 166th on the ENR Top 225 Contractor List that ranks the world’s largest construction-contracting companies. When domestic projects such as hospitals, residential projects, airports, terminal buildings, pipelines, power plants, business and shopping centers and industrial plants are combined with international projects, we see that TEPE İnşaat has increased its 2011 consolidated turnover to US$ 1,264 million.

As one of the leading companies in the Turkish Contracting Sector, Tepe İnşaat successfully outlined and implemented business development objectives and corporate strategies in accordance with the goals it set in 2011 for investment projects. In the global construction sector, these projects will reach US$ 12.7 trillion within the next ten years. As a result, business development activities have been carried out in Iraq, Russia, Azerbaijan and Turkmenistan to achieve localization in the target countries and include construction of the Düzcam and Otocam industrial plants in Russia. Business development activities in Iraq, Azerbaijan and Turkmenistan are expected to add new projects to our portfolio in 2012.

Another significant development in terms of the sustainability for Tepe İnşaat’s financial and operational structure is the sale of 18% of the stake in TAV Havalimanı A.Ş. for US$ 414 million and 23.275% of TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş. for US$ 23.2 million to Aeroports de Paris Management,

one of the world leading airport operators. Negotiations for these deals began in 2011 and concluded in 2012. This sales transaction took place during a period of uncertainty marked by fluctuations emanating from the financial crisis in international markets, offering proof once again of the strong brand name value of our subsidiary TAV Havalimanı A.Ş. JCR-Eurasia Rating confirmed Bilkent Holding’s long-term domestic note as “A-(Trk) and its outlook as stable based on positive effects that this sales transaction had on the financial performance of all Bilkent Holding companies, especially Tepe İnşaat.

Tepe İnşaat has made important contributions to the development of the Turkish economy as well as the sectors in which it operates with the prestigious projects it has executed since its establishment. In keeping with the mission and vision outlined by Bilkent Holding, the Company has filled 2011 with significant achievements as well. Our Company directs its operations according to the principle of continuous corporate development and continues to support the steady growth of the Turkish economy through the construction sector, which forms the core of its operations today and through its subsidiaries İDO and TAV Havalimanları Holding A.Ş.

Tepe İnşaat has an extensive portfolio in the construction sector, its primary sphere of operations. In 2011, it continued to carry out a series of important projects. The grand opening

MESSAGE FROM THE MANAGEMENT

With Düzcam and Otocam projects, constructions of which are ongoing in the Republic of Tatarstan, Tepe İnşaat has made significant strides toward expanding in Russian market in industrial facilities field.

24 - 25 MANAGEMENT

for Tepe Prime, a project designed to create a new focal point for the business community in the capital city of Ankara, took place on June 2, 201l; six months ahead of schedule. The project is made up of independent 10-story residences and 18 and 19-story business blocks. In addition to the modern design and smart building features, it is expected that the eco-friendly characteristics will significantly improve the residents’ quality of life. The Taurus shopping mall project, currently under construction, is another important project undertaken by Tepe İnşaat in the capital city of Ankara.

Narkule, a boutique project design in Istanbul, continues to enhance Tepe İnşaat’s stature in terms of its sales profile. Design work on the new residential Narlife project, adjacent to Narcity, is moving full-steam ahead. The first two phases of the Sulaymaniyah University project have been delivered and phase three is nearing completion. This project covers two million m2 in the city of Sulaymaniyah, Iraq; it accounts for a significant portion of the Company’s foreign operations in recent years.

Abdullah Bahadır GÜNGENCİExecutive Member

Ali Haydar KURTDARCANChairman

Atila Kemal OĞUZGeneral Manager

As one of the most respected companies in the Turkish Construction sector, Tepe İnşaat will continue its operations on the foundational principles; “being trustworthy” and “being an enduring entity” as a company that respects ethical values and fulfills its mission and vision of first and foremost creating resources for Bilkent University as an affiliate, contributing to Turkish education, providing added value to the national economy by engaging in production and creating jobs, being a global leader in different areas of business and maintaining a presence in different locations.

On our journey of success, we would like to express our gratitude to our business partners, shareholders, employees and customers who have made it all possible. Our greatest desire is to see our achievements multiplied in the coming year. We believe that hard work is what we need to do to ensure a bright future for our country and our people, who deserve the very best of everything.

Respectfully yours,


Ali Haydar KurtdarcanBoard of Directors Chairman

Abdullah Bahadır GüngenciBoard of Directors Executive Member

Abdurrahman Kürşat AydoğanBoard of Directors Member

Önder SezgiBoard of Directors Member

Board of AuditorsAlaaddin TaburGürkan Özaslan

Abdullah Bahadır GüngenciBoard of Directors, Executive Member

Abdullah Bahadır Güngenci was born in Ankara in 1951 and received his BSc in Civil Engineering at Middle East Technical University in 1976. Güngenci worked on the Iraq-Turkey Crude Oil Pipeline Project between 1976 and 1977 then took part in the construction of the Petkim Aliağa Facilities Water Treatment and Demineralization Units between 1979 and 1980. He was employed in Bahrain at the AISCO Iron Enrichment Plant Project and worked in marine dredging and the construction of the pier and plant from 1980 until 1986. He continued his career at Günkay İnşaat in Turkey until joining Tepe İnşaat Sanayi A.Ş. in 1994, where he worked as Group Coordinator for Hospital Projects. In the following years, he was Assistant General Manager for Foreign Affairs and for Infrastructure Projects. Güngenci was appointed as an executive member to the Board of Directors on April 14, 2010 and also serves on the Boards of TAV Yatırım Holding A.Ş., TAV Tepe Akfen Yatırım İnş. ve İşl. A.Ş., TAV Havacılık A.Ş., TAV Istanbul Terminal İşletmeciliği A.Ş., TAV Esenboğa Yatırım Yapım ve İşletme A.Ş., Dilek İnşaat ve Tic. A.Ş., and Antepe Sağlık ve Turizm Hizmetleri Tic. Danışmanlık A.Ş.

BOARD OF DIRECTORS

SENIOR MANAGEMENT

26 - 27 MANAGEMENT

Atila Kemal OğuzGeneral Manager

Atila Kemal Oğuz was born in Kayseri in 1963 and graduated from Kuleli Military High School in 1982; he earned his BSc in Civil Engineering in 1989 at Yıldız Technical University. He began his professional career at Ran İnşaat and then joined the Tepe Group, working at Arge Gim & Tepe İş Ortaklığı. Until 2000, he served as Site Manager and Project Manager at Tepe Yapı A.Ş. and continued as Site Manager and Project Manager at Zafer İnşaat A.Ş. and as Company Manager at Normapetus International. In 2005, he became General Manager at Innova İnş. ve Müt. and Eser Taah. ve San. A.Ş. Oğuz, with experience working in diverse locations such as Croatia, Russia, Azerbaijan, Kazakhstan, Georgia, Germany, Iraq and Afghanistan, has been General Manager at Tepe İnşaat since September 2010.

Mustafa KalenderDeputy General Manager, Financial and Administrative Affairs

Mustafa Kalender was born in Mengen, Bolu in 1964 and earned his BA in Business Administration at Anadolu University in 1987. He began his professional career at Tekgüç

İnşaat and joined Tepe İnşaat in 1988 as Finance Supervisor. He was later appointed Head of Finance and then Finance Manager and currently serves as Deputy General Manager of Financial Affairs. Between 2005 and 2010, Kalender also served as a member on the Board of Directors at Tepe İnşaat. He also serves on the Board at TAV İşletme Hizmetleri A.Ş., TAV Gazipaşa Yatırım, Yapım ve İşletme A.Ş., TAV Özel Güvenlik Hizmetleri A.Ş., TAV Bilişim Hizmetleri A.Ş., TAV Latvia Sia, Dilek İnşaat ve Tic. A.Ş., and Antepe Sağlık ve Turizm Hizmetleri Tic. Danışmanlık A.Ş., Bilbak A.Ş. and Bildes A.Ş.

Ali KaracaDeputy General Manager, Domestic Projects

Ali Karaca was born in Kahramanmaraş in 1964 and graduated from the Isparta Faculty of Engineering at Akdeniz University in 1988. He was employed at Kür İnşaat Sanayi A.Ş. and Nazmi Kürüm İnşaat A.Ş. until 1992, when he began working at Tepe İnşaat Sanayi A.Ş. and served as Field Engineer, Site Manager and Project Manager until 2004 when he became the Domestic Projects Coordinator. At the end of 2009, he was appointed Deputy General Manager of Domestic Projects.


INVESTMENT PROJECTS NARCITY HOUSING PROJECT

Narcity is a contemporary residential project with 1,306 apartments; it was constructed on approximately 135,000 m2 of land in Maltepe, Istanbul. Built in accordance with the current earthquake regulations, Narcity provides a comfortable and secure place to live.

With a variety of social facilities to meet all of the needs of a contemporary family, Narcity takes its name from the Turkish name for pomegranate trees (nar) used in its landscaping. The project has one indoor and three outdoor swimming pools, a fitness room with a sauna, two tennis courts, jogging/walking paths, a basketball court, pool and table tennis facilities, a café, a TV and movie lounge, a tea garden, a meditation garden, nurseries and playgrounds on the site. The complex is also equipped with a camera surveillance security system. Different in size and location, all apartments have PVC windows, doors and exterior siding. Special attention was paid to the insulation of the buildings by using double glazed windows. Living rooms, kitchens and bedrooms have parquet laminate flooring whereas the bathroom floors are tiled with first quality domestic ceramic tiles. The walls are painted with washable water-based paint applied on plaster or plasterboard and the ceilings are painted with water-based paint on satin-finished plasterboard. Constructed with state-of-the-art materials and workmanship, Narcity puts on a new face on the city.

Commencement Date January 2006

Total Construction Area 285,000 m2

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

28 - 29 OPERATIONS IN 2011

INVESTMENT PROJECTS TEPE PRIME PROJECT

Built on the land owned by the Turkish Cement Manufacturers’ Association, located at 9th km of the Eskişehir Highway, between the Bilkent and Hacettepe bridges, the project consists of Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue sections on 92,800 m2.

Designed with contemporary understanding based on aesthetics and functionality that reflect its prestige in the business world, Tepe Prime Business has raised the standards in Ankara with its location, easy access and unique landscape planning.

With studio flats between 78 and 102 m2, Tepe Prime Residence is able to meet different demands while offering the novelty and comfort that comes with the modern living.

With courtyards, stage and open-air concept that brings the favorite brands of Ankara and Istanbul together, Tepe Prime Avenue is the public’s first choice when it comes to dining, new flavors, shopping, music and entertainment.

Commencement Date October 2008


Delivery Date October 2011

Land Owner Turkish Cement Manufacturers’ Association


INVESTMENT PROJECTS NARLIFE HOUSING PROJECT

Located adjacent to Narcity and Narkule in Maltepe, Istanbul, on the last valuable plot remaining in the district, the project is made up of 609 apartment flats including studio flats, one to four bedroom flats as well as duplex apartments in three different blocks built on 72,000 m2.

Approximately 2,000 m2 of indoor social facilities, an indoor and an outdoor swimming pool, outdoor sports facilities and walking trails are planned as part of the project. Kiptaş, Fuaye and Nish Adalar housing projects are located on land next to the project. There are also private schools as well as housing projects currently under construction in the same area.

Located in the heart of a pine forest with a view of the Prince’s Islands, the project is situated close to the main arterial roads and near the campuses of Yeditepe and Maltepe universities. Conveniently located only three kilometers from the E5, five kilometers from the coastal road, six kilometers from TEM and 20 kilometers from the Sabiha Gökçen International Airport it is also next to the Süreyya Paşa Chest Diseases and Thoracic Surgery Teaching and Research Hospital, the only hospital in its field in Turkey. The project is designed to appeal segment B+ clients. Candidate to the LEED® Gold Certification developed by the US Green Building Council (USGBC), the project also has segment A-standard elements.

The project, construction of which will begin at the end of June 2012 following receipt of the permit, is planned to be launched in September 2012.

Commencement Date June 2012


Delivery Date December 2014


INVESTMENT PROJECTSNARKULE

Built in Maltepe, Istanbul on land neighboring Narcity, the Narkule project was designed as a boutique project for residents that desire to live in a high-rise building with modern architecture. Utilizing the slogan “Some Like It High” Narkule is distinguished by its contemporary, high-quality architecture as well as its youthful, dynamic, dignified and colorful style.

All of the 108 residential units in the 27-story Narkule project have a splendid view of the forest, sea and the Prince’s Islands.

Commencement Date October 2010


Delivery Date December 2011


CONTRACTING PROJECTS (DOMESTIC)CONSTRUCTION OF DEPARTMENT OF HEMATOLOGY, GAZI UNIVERSITY HOSPITAL

As part of the construction of Department of Hematology at Gazi University Hospital, this section serves inpatients and outpatients undergoing treatment for leukemia. Equipped with the state-of-the-art devices with infection control, the service has a total of 57 single beds, of which 18 are located on wards, outfitted with HEPA filters, four intensive care and 35 normal units. The project was completed and delivered in 2011.

Modification of the English Language Classrooms and Research Laboratories at the Faculty of Medicine at Gazi University located on the Emek Campus in Ankara as well as the SGK Medula System (the comprehensive medical access system of the Social Security Institute of Turkey) Units were completed and the buildings were delivered in 2011.

Commencement Date January 2010


Delivery Date 2011

Client Gazi University

Commencement Date December 17, 2010

Delivery Date 2011

Client Gazi University

MODIFICATION OF THE CLASSROOMS AND LABORATORIES, GAZI UNIVERSITY HOSPITAL


CONTRACTING PROJECTS (DOMESTIC)BILKENT UNIVERSITY PROJECTS IN 2011

Contracted modifications and renovations of various buildings at Bilkent University were completed and delivered during the year.

Commencement Date January 1, 2011

Delivery Date December 31, 2011

Construction Site Bilkent University Campus

Client Bilkent University


CONTRACTING PROJECTS (DOMESTIC)CONSTRUCTION OF TAURUS BALGAT OFFICE BUILDING

Construction of the Office Building (Block A), part of the Taurus Balgat Mall Project, began in 2011. The rough construction of 16,600 cubic meter of reinforced concrete on the site, received with the foundation excavation already done, was completed and delivered in 2011.

Commencement Date September 2, 2010


Delivery Date 2011

Construction Site Balgat, Ankara

Client Taurus Balgat Alışveriş Merkezi Yatırım A.Ş.


CONTRACTING PROJECTS (DOMESTIC)INDOOR SPORTS HALL AND ANNEXES, FIRAT UNIVERSITY

Pursuant to the unit price contract, Tepe İnşaat will undertake the construction of an indoor, multipurpose sports hall and an annex for the Fırat University at its campus in Elazığ. The Multipurpose Sports Hall is situated on campus, between the Rector’s Office and the Faculty of Technical Education. Comprised of two annexes and a hall with seating capacity for seven to eight thousand, the Multipurpose Sports Hall is expected to contribute greatly to socio-cultural life at Fırat University and in Elazığ. The indoor sports hall with a 200 meter track will be the second largest arena in Turkey for the indoor athletics competitions. It is expected to be completed by the end of 2012.

Commencement Date November 24, 2010



Construction Site Fırat University Campus, Elazığ

Client Fırat University

Taurus Mall is located on 26,000 m2 situated on the famous north-south axis in Ankara (the road to Konya). The shopping center, which is connected to an office tower with a 28,000 square meter construction area, has a total construction area of 120,000 m2 of which 41,000 m2 are leasable.

Commencement Date May 4, 2011



Client Taurus Balgat AVM Yatırım A.Ş.

CONSTRUCTION OF TAURUS BALGAT MALL


CONTRACTING PROJECTS (DOMESTIC)MODIFICATION AND LARGE-SCALE REPAIR OF HACETTEPE UNIVERSITY HOSPITALS

One of the most significant projects Tepe İnşaat has undertaken for Hacettepe University, this project started in 2009. It encompasses the construction, production and renovation of inpatient floors, meeting halls, polyclinics and a cafeteria, as well as additional construction, installation and electricity work, air conditioning, automation, production of joint installations and electricity systems, all to be carried out with first rate materials and workmanship.

Commencement Date October 9, 2009


Delivery Date August 22, 2012

Client Directorate of Strategy Development, Hacettepe University


CONTRACTING PROJECTS (DOMESTIC)CONSTRUCTION OF THE CARREFOUR MERSİN MALL EXPANSION PROJECT

The expansion project for the Mersin Carrefour-SA Mall, located on 92,600 m2 owned by Bainbridge Holding, was completed and delivered in 2011. The project included the construction of five new buildings and the reconstruction of the installations in one of the existing buildings. It also included an annex serving as a shelter, composite mezzanine floor, pumping room as well as infrastructure and landscaping work.

Commencement Date February 28, 2011


Delivery Date 2011

Construction Site Mersin

Client Bainbridge Holding


CONTRACTING PROJECTS (DOMESTIC)FIRAT UNIVERSITY TEACHING AND RESEARCH HOSPITAL

A 600-bed research hospital is currently under construction for Elazığ as part of the project by Fırat University. In accordance with Article 44 of the State Tender Law No. 2886, four tenders were held in 1985, 1993, 1997 and 2002. The project area, designated as 108,000 m2 during the first tender, was revised and increased to 140,000 m2 to meet additional needs in 1998. A total of 90,000 m2, which includes blocks S1 to S16 (three stories), block S9 (eight stories), blocks P1, P2 and P3 (twelve stories) and transition blocks P2 to O (ten stories), have been completed and are currently in service. Block O, which will cover a total area of 40,000 m2, will include four buildings with seven stories each; it will be completed during 2014.

Commencement Date April 1, 2009



Client Fırat University


CONTRACTING PROJECTS (OVERSEAS)CONSTRUCTION OF İHSAN DOĞRAMACI ERBIL FOUNDATION SCHOOLS

In Erbil, Northern Iraq, İhsan Doğramacı Erbil Foundation Schools are built on a total area of 75,000 m2. The comprehensive educational complex consists of an elementary school, a junior and senior high school, a performance hall with a seating capacity for 700 people, indoor and outdoor sports fields, a library, laboratories, art and music classrooms, a cafeteria and lounge, an administrative building and housing units. The total indoor area is 30,332 m2.

Construction of the primary school, cafeteria, auditorium, administrative building, laboratories and the library as well as two housing units, were top priority and comprise the first phase of the project. They were completed in 2010 and the second phase was completed and delivered during 2011.

Contract Date July 15, 2008

Delivery Date 2011


Client İhsan Doğramacı Erbil Foundation


CONTRACTING PROJECTS (OVERSEAS)EMBASSY BUILDING AND FACILITIES FOR THE US EMBASSY IN KABUL (TEMPORARY PREFABRICATED BUILDING)

Contracted by the Bureau of Overseas Buildings Operations (OBO), the US Department of State, on the basis of design and construction, Tepe İnşaat built an additional building and facilities and undertaken the related infrastructure and landscaping on the current premises of the US embassy in Kabul, Afghanistan as well as on an additional plot that will be a part of the existing complex. The construction of the temporary prefabricated buildings was completed and delivered by the joint venture formed by the US-based ECC, Tepe İnşaat and Metag İnşaat (ECCI-C) as of 2011.

Commencement Date September 30, 2009

Delivery Date 2011


Client Bureau of Overseas Buildings Operations (OBO), US Department of State

The project at the Alabuga Industrial Zone in Yelabuga in the Republic of Tatarstan, part of the Russian Federation, will be completed in 14 months. Within the scope of the project, an automotive glass production plant and an administrative building will be constructed on 42,000 m2 for the Automotive Glass Alliance Rus ZAO Company.

Contract Date November 25, 2011



Client Automotive Glass Alliance Rus ZAO

AUTOMOTIVE GLASS ALLIANCE RUS ZAO PLANT


CONTRACTING PROJECTS (OVERSEAS)SULAYMANIYAH UNIVERSITY

The construction project for the new campus of the Sulaymaniyah University in Sulaymaniyah, Northern Iraq has been carried out in partnership between Tepe İnşaat (75%) and FDC (25%). Construction of the new campus for Sulaymaniyah University will extend over an area of two million m2 and have a 25,000 student capacity; it is planned to be completed by the end of 2012 with an additional contract that has been signed. The project includes the construction of faculty buildings, multipurpose indoor and outdoor sports facilities, swimming pools, a health center, dormitories for girls and boys, an open-air amphitheater, a cafeteria and other social facilities. The campus, which will have a very modern appearance in addition to its infrastructure and landscaping, consists of 53 different buildings and facilities. As of the end of 2011, 86% of the construction work on the campus had been completed. Construction work is currently in progress on 20 different buildings as well as the infrastructure and landscaping.

Contract Date January 17, 2005



Client Ministry of Higher Education and Scientific Research, Republic of Iraq

The plant, which will be constructed at the Industrial Zone in Yelabuga in the Republic of Tatarstan, part of the Russian Federation, will be comprised of glass production buildings (furnace, bath, annealing, batching, galleries, etc. on 35,000 m2), the mirror and coating building (16,000 m2), a warehouse (46,000 m2) and additional buildings including a recreation building, heat boiler, LPG, generator room, etc. (9,000 m2). The project is planned to be completed within 21 months.

Contract Date November 25, 2011



Client Automotive Glass Alliance Rus ZAO

TRAKYA GLASS RUS ZAO FLOAT PLANT


TAV HAVALİMANLARI (TAV AIRPORTS)

Providing services to both airlines and passengers in 11 airports located in Turkey and other countries in the region, TAV Havalimanları continued to excel in its operations in 2011 as well.



1997

TAV was founded.

ATÜ, which provides duty-free shopping together with BTA, which provides catering services, were established under the TAV umbrella.

2000

TAV began operating at the Istanbul Atatürk Airport International Terminal.

2001

“Primeclass” CIP service was launched.

2004

Operating rights of TAV for the Atatürk Airport were extended until 2005.

BTA began operating the Istanbul International Airport Hotel.

TAV undertook the construction and operation of the Esenboğa Airport Domestic and International Terminal. TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. was founded.

TAV İşletme Hizmetleri A.Ş. was founded.

2005

TAV won the tender for the lease of operating rights of the Atatürk Airport International and Domestic Terminal Buildings, Parking Garage and the General Aviation Terminal for 15.5 years.

TAV Istanbul Terminal İşletmeciliği A.Ş. was founded.

TAV began operating Atatürk Airport Domestic Terminal.

60% of Havaş shares were purchased.

Construction and operation of the Izmir Adnan Menderes International Terminal was transferred to TAV. TAV Izmir Terminal İşletmeciliği A.Ş. was founded.

TAV Bilişim Hizmetleri A.Ş. was founded.

TAV won the tender for Tbilisi International Airport in Georgia. TAV Urban Georgia LLC. was founded.


In line with its continuous development principle, TAV Havalimanları invests significant resources every year toward the development of its corporate capacity and human resources assets.


2006

Operation and construction services were restructured under two separate companies, TAV Havalimanları Holding A.Ş. and TAV İnşaat.

Izmir Adnan Menderes Airport International Terminal commenced operation.

Esenboğa Airport Domestic and International Terminal commenced operation.

TAV Özel Güvenlik Hizmetleri A.Ş. was founded.

2007

TAV Havalimanları Holding was offered to the public.

The new passenger terminal at the Tbilisi International Airport commenced service.

Batumi International Airport commenced operation.

A refinancing agreement was signed to improve the terms of the existing loans for TAV Esenboğa Yatırım Yapım ve İşletme A.Ş.

TAV Batumi Operations LLC. was founded.

TAV Havalimanları won the tender for the Monastir Habib Bourguiba and Enfidha Zine El Abidine Ben Ali International Airports in Tunisia. TAV Tunisie SA was founded.

Groundbreaking ceremony for the Tunisia Enfidha Zine El Abidine Ben Ali International Airport was held.

40% minority shares of Havaş were purchased. Havaş then became a wholly-owned subsidiary of TAV Havalimanları Holding.

TAV Havalimanları Holding became the sole owner of TAV Izmir and TAV Esenboğa.

TAV Havalimanları won the tender for the operation of the Antalya Gazipaşa Airport.

The Hopa Terminal operated by Havaş commenced service.

2008

TAV Havalimanları took over the operation of the Monastir Habib Bourguiba International Airport in Tunisia.

TAV Istanbul entered into a refinancing agreement to improve the terms of its existing loans.


TAV Gazipaşa Yatırım, Yapım ve İşletme A.Ş. was founded to operate the Antalya Gazipaşa Airport.

A loan agreement was signed for the project finance of TAV Tunisie SA.

TAV Havalimanları won the tender for the operation of the Alexander the Great International Airport in Skopje, capital city of Macedonia and the St. Paul the Apostle International Airport in Ohrid, Macedonia, as well as the construction of the New Cargo Airport in Shtip, of which TAV Havalimanları Holding also had the optional rights to operate; related concession contracts were signed.

TAV Havalimanları acquired 6% of the share capital of TAV Urban Georgia LLC, of which 60% was already owned by TAV Havalimanları. Following the share transfer, the participation of TAV Havalimanları in TAV Urban Georgia LLC increased from 60 to 66%.

2009

The capital of TAV Havalimanları Holding A.Ş. was raised from TRY 242,187,500 to TRY 363,281,250 in cash.

A contract was signed for the transfer of the 15% of the minority shares of TAV Tunisie SA, previously wholly-owned by TAV Havalimanları Holding A.Ş., to International Finance Corporation (IFC), a World Bank affiliate, for € 27,999,825 on June 30, 2009.

As of July 13, 2009 operations commenced at the Antalya Gazipaşa Airport, whose operation rights for 25 years belong to TAV Gazipaşa Yatırım Yapım ve İşletme A.Ş., a company wholly-owned by TAV Havalimanları Holding A.Ş.

TAV Havalimanları Holding A.Ş. and the AL-RAJHI Holding Group, established and operating in the Kingdom of Saudi Arabia, signed a joint venture contract on November 9, 2009.

TAV Tunise SA, 85% of which is owned by TAV Havalimanları Holding, began operating the Enfidha Zine El Abidine Ben Ali International Airport. The Company owns the operation rights of the airport until May 2047.


With a major breakthrough in 2011, TAV Havalimanları undertook the build-operate-transfer project for the Medina Airport together with its partners, Al Rajhi and Saudi Oger.


2010

TAV Havalimanları Holding took over the operations in Skopje and Ohrid airports in Macedonia for 20 years.

Sale of Havaş shares closed.

The sale of the 18% minority shares of TAV Tunisie SA to the Pan African Infrastructure Development Fund closed.

The expansion project of the Istanbul Atatürk Airport’s Domestic and International Terminals was completed.

Havaalanları Yer Hizmetleri A.Ş. (HAVAŞ) acquired 50% of the shares of the North Hub Services (NHS), a provider of ground handling services at Riga Airport, Latvia.

A memorandum of understanding was signed for the construction and operation of the new terminal building at the Riga Airport, Latvia. TAV Havalimanları and Air Baltic, Latvia’s leading airline company, decided to become 50-50 partners in this joint venture.

TAV İşletme Hizmetleri A.Ş. launched the TAV Passport card that offers various services and privileges at airports operated by TAV.

Antalya Gazipaşa Airport was upgraded from category 2C to 3C.

TAV signed a “Global Training Center” agreement with the Airports Council International (ACI), with more than 1,600 member airports worldwide.

TAV Havalimanları won the tender for the operation of duty free, catering and other commercial venues at the Riga Airport, Latvia.

A memorandum of understanding was signed with the Indonesia-based Sigma Group/PT Wira Cipta Sukses and the Indonesian Government for cooperation on potential airport projects in the country.

BTA took over the operation of five service points (Kantin, Beerport, Kokpit Cafe, Kokpit Brasserie and Botanik Café at the domestic terminal) at the Istanbul Atatürk Airport Domestic Terminal as of July 1, 2010.

The Corporate Governance Rating Score of TAV Havalimanları Holding was raised from 83.3 (8.5) in 2009 to 9 in 2010.

2011

Following the takeover of commercial venues, operations commenced at the Riga Airport, Latvia.

TAV Havalimanları Holding raised its share in TAV Özel Güvenlik Hizmetleri A.Ş. from 66.67% to 100%.


TAV Havalimanları Holding raised its share in TAV Urban Georgia from 66 to 76%.

TAV Havalimanları Holding raised its share in TAV Batumi Operations LLC from 60 to 76%.

BTA Denizyolları was founded by the 50-50 joint venture between BTA and TASS; BTA commenced its operations at İDO.

The construction of the new terminal at Skopje Airport was completed and put into service.

Together with its partners Al Rajhi and Saudi Oger, TAV Havalimanları signed a contract with the General Authority of Civil Aviation of Saudi Arabia for the build-operate-transfer project of the Medina Airport, the first airport privatization to take place in Saudi Arabia.

TAV Havalimanları launched TAV Mobile that enables access to real time information at the airports it operates.

Giving the best offer, on November 17, 2011, TAV Havalimanları Holding won the tender for the lease of operating rights of the International Terminal, CIP, Domestic Terminal and their components at the Izmir Adnan Menderes Airport.

A subsidiary of TAV Havalimanları Holding with a 65% share, Havaalanları Yer Hizmetleri A.Ş. (HAVAŞ) raised its share capital in North Hub Services (NHS). This company provides ground handling services at the Riga International Airport in Latvia, Stockholm International Airport in Sweden and Helsinki International Airport in Finland. Stock increased from 50 to 66.7% as of December 20, 2011. NHS will be providing services as HAVAŞ EUROPE at these airports.


Providing services for 451,000 aircraft and 53 million passengers in 2011 at the 11 airports it operates, TAV Havalimanları Holding achieved great success in Turkey and beyond.

Established in 1997 as a joint venture between Tepe and Akfen Groups, TAV Havalimanları Holding has become a brand with an excellent international reputation in the industry today with the 11 airports it operates in Turkey and abroad. Starting its journey of success by undertaking the Istanbul Atatürk Airport International Terminal project, one of the first airport projects in the world undertaken with the Build-Operate-Transfer method, the Holding continues its financial and operational success today with its airports in the three largest cities in Turkey (Istanbul Atatürk, Ankara Esenboğa, Izmir Adnan Menderes) as well as airports in Tunisia, Georgia, Macedonia, Latvia and Saudi Arabia.

Achieving global success in airport operations, one of the most challenging industries in the world, TAV Havalimanları Holding continues to increase its shareholder and investor value with its sustainable financial structure and competent human resources assets. In order to advance more steadily toward its long-term growth targets, TAV underwent a restructuring process in 2006 and organized its activities into “operations” and “construction” under two separate companies, TAV Havalimanları Holding and TAV İnşaat. Following the restructuring process, TAV Havalimanları

Holding went public in February 2007. After this development, which provided the Company with a stronger corporate and financial structure, TAV Havalimanları Holding grew rapidly and increased the number of airports it operates along with its service range and profitability.

TAV Havalimanları Holding Shareholding Structure

Company Name Shares (1)Capital

Share (%)

Tepe İnşaat Sanayi A.Ş. 94,664,477 26.1

Akfen Holding A.Ş. 94,886,071 26.1

Sera Yapı Endüstrisi ve Ticaret A.Ş. 14,644,716 4.0

Non-floating Part (Other) 12,775,048 3.5

Floating Part (Other) 146,310,939 40.3

Total 363,281,250 100.0

(1) As of December 31, 2011



Akfen Holding A.Ş., Tepe İnşaat Sanayi A.Ş. and Sera Yapı Endüstrisi ve Ticaret A.Ş., partners of TAV Havalimanları Holding A.Ş., publicly announced on March 12, 2012 that a Share Purchase Agreement was signed with Aéroports de Paris Group for the sale of 38% of TAV Havalimanları Holding’s issued share capital. On May 16, 2012 it was announced that the necessary permits mentioned in the Agreement were obtained, approval from Turkey’s Competition Authority was received and the necessary procedures were completed in accordance with the Capital Market Legislation and that the transfer of the shares was completed. Following the aforementioned share transfer, the new shareholding structure of TAV Havalimanları Holding A.Ş. is as follows:

Company NameCapital

Share (%)

Aeroports de Paris Group* 38.0

Tepe İnşaat Sanayi A.Ş. 8.1

Akfen Holding A.Ş. 8.1

Sera Yapı Endüstrisi ve Ticaret A.Ş 2.0

Non-floating (Other) 3.5

Floating (Other) 40.3

* Tank ÖWA alpha GmbH, a wholly-owned subsidiary of Aéroports de Paris


During 2011, 451,000 aircraft and 53 million passengers were served at the 11 airports TAV Havalimanları Holding operates. It was a great success for Turkey and beyond.

Istanbul Atatürk AirportInternational TerminalDuration of Operation/Expiration of Operation: 15 years and 6 months/January 20212011 Passenger Traffic: 23,900,000 2010 Commercial Flight Traffic: 200,000

Domestic Terminal Duration of Operation/Expiration of Operation: 15 years and 6 months/January 20212010 Passenger Traffic: 13,600,000 2010 Commercial Flight Traffic: 106,000

Ankara Esenboğa AirportInternational TerminalDuration of Operation/Expiration of Operation: 16 years and 7 months/May 20232011 Passenger Traffic: 1,400,000 2011 Commercial Flight Traffic: 60,000 Domestic Terminal Duration of Operation/Expiration of Operation: 16 years and 7 months/May 20232011 Passenger Traffic: 7,100,000 2011 Commercial Flight Traffic: 12,000,000

İzmir Adnan Menderes AirportInternational TerminalDuration of Operation/Expiration of Operation: 8 years and 4 months/January 20152011 Passenger Traffic: 2,500,000 2011 Commercial Flight Traffic: 17,00

Antalya Gazipaşa AirportDuration of Operation/Expiration of Operation: July 2034

Georgia Tbilisi International Airport Duration of Operation/Expiration of Operation: 20 years/February 20272011 Passenger Traffic: 1,058,000 2011 Commercial Flight Traffic: 19,600

Georgia Batumi International Airport Duration of Operation/Expiration of Operation: 20 years/February 20272011 Passenger Traffic: 133,900 2011 Commercial Flight Traffic: 3,500

Tunisia Monastir Habib Bourguiba International AirportDuration of Operation/Expiration of Operation: 40 years/May 2047

Tunisia, Enfidha Zine El Abidine Ben Ali International AirportDuration of Operation/Expiration of Operation: 40 years/May 2047

Monastir and Enfidha Total Traffic2011 Passenger Traffic: 2,300,000 2011 Commercial Flight Traffic: 20,800

Macedonia Skopje Alexander the Great International AirportDuration of Operation: 20 years2011 Passenger Traffic: 764,000 2011 Commercial Flight Traffic: 10,900

Macedonia Ohrid St Paul the Apostle International AirportDuration of Operation: 20 years2011 Passenger Traffic: 74,000 2011 Commercial Flight Traffic: 904

TAV HAVALİMANLARI (TAV AIRPORTS) AIRPORTS IN FIGURES


50 - 51 KISACA TEPE İNŞAAT



TAV İnşaat was ranked 114th in the Engineering News Record listing of the largest international construction companies in the world during 2011.

The shareholding structure of TAV İnşaat, founded by Tepe, Akfen Holding and Sera Yapı Endüstrisi ve Ticaret A.Ş., as of December 31, 2011 is as follows: 42.5% Akfen Holding, 47.5% Tepe İnşaat and 10.0% Sera.

On May 16, 2012, the Aéroports de Paris Group had purchased 38% of the shares of TAV Havalimanları Holding A.Ş. as well as 49% of the shares of TAV Yatırım, the owner of TAV İnşaat. Following the transaction, the shareholding structure is now as follows:

Company NameCapital

Share (%)

Aeroports de Paris Grubu 49

Tepe İnşaat Sanayi A.Ş. 24.2

Tepe Savunma ve Güvenlik Sistemleri Sanayi A.Ş.

-

Tepe Mobilya Sanayi ve Ticaret A.Ş. -

Akfen İnşaat Turizm ve Ticaret A.Ş. -



TAV İnşaat’s area of activity is primarily construction (directly, with a Build-Operate-Transfer method, mixed method or in return for a flat/floor method) and includes operating, marketing, selling or leasing by contracting projects such as airport terminals in Turkey and abroad, hangars and facilities, shopping malls, tourism facilities, sports facilities, entertainment venues, business centers, industrial facilities, residences and housing, roads, tunnels, subways, bridges, dams, telephone lines and other infrastructural facilities, cultural and social venues as well as all other construction and contracting work including consulting and inspection services in these fields.

Although it is a rather new business organization established in 2003, TAV İnşaat is steadily advancing in the global construction industry. With offices and business partnerships with the leading companies in the global construction industry (Doha project Taisei - Japan, Libya projects CCC - Lebanon and Odebrecht - Brazil, Oman and Abu Dhabi projects CCC- Lebanon etc.), TAV İnşaat achieved a significant turnover. TAV İnşaat was ranked 114th in the Engineering News Record (ENR) listing of the largest international construction companies during 2011. According to ENR, AV İnşaat also ranked fourth in airport construction in 2011.

TAV İNŞAAT (TAV CONSTRUCTION)





Doha International AirportProject Value: US$ 3,691 million (65% Taisei and 35% TAV İnşaat partnership)Commencement Date: Mach 2006Delivery Date: February 2012Job Description: Construction of 505,000 m2 terminal building and three concourses

Emirates Finance TowersProject Value: US$ 115 millionCommencement Date: February 2007Delivery Date: June 2011Job Description: Construction of residential and commercial buildings of the twin Emirates Finance Towers each with 3B+G+25 stories

Sulafa Tower (Dubai, UAE)Project Value: US$ 103.5 million Commencement Date: January 2006 Delivery Date: February 2011 Job Description: Construction of 79-story building at the Dubai Marina with a total construction area of 133,000 m2

Construction of the Hotel and Residence at the Dubai Marina (BAE) Dubai Marina: 101-story Hotel and Residence (Dubai, BAE)Project Value: US$ 198 million Commencement Date: January 2008 Delivery Date: November 2011 Job Description: Construction of Marina 101 Hotel and Residence, a 101-story building with a total construction area of 156,000 m2 at the Dubai Marina (BAE)

Libya Tripoli International Airport Project Value: US$ 2,103 million (50% Odebrecht, 25% TAV İnşaat and 25% CCC partnership)Commencement Date: August 2007Delivery Date: May 2013

TAV İNŞAAT IN FIGURES

Job Description: Construction of two terminal buildings, each with a construction area of 206,112 m2 (ten million passengers/year)

Libya Sebha International Airport Project Value: US$ 229 million (50% TAV İnşaat and 50% CCC partnership)Commencement Date: December 2008Delivery Date: June 2013Job Description: Construction of the airport (5 million passengers/year)

Oman Muscat International Airport - MC1 PackageProject Value: US$ 1,170 million (50% TAV İnşaat and 50% CCC partnership)Commencement Date: June 2009Delivery Date: January 2013Job Description: Infrastructure work at the Muscat International Airport

Istanbul Atatürk AirportInvestment Project in 2010 Project Value: US$ 40 million Commencement Date: February 2010Delivery Date: April 2011Job Description: Development and expansion of the terminal building at the airport

Macedonia Skopje and Ohrid Airports Construction ProjectProject Value: US$ 110 millionCommencement Date: March 2010Delivery Date: October 2011Job Description: Construction of the terminal building at the Skopje Airport and renovation work at Ohrid Airport

TAV İNŞAAT (TAV CONSTRUCTION)





İstanbul Deniz Otobüsleri Sanayi ve Ticaret A.Ş. (İDO) was established by the Istanbul Metropolitan Municipality in 1987 to provide solutions for the sea transportation in Istanbul and help reduce the flow of traffic on the highways.

Following the privatization of 100% of the shares of İDO in accordance with the Privatization Law Nr. 4046, the Company was transferred to TASS Denizcilik ve Ulaştırma Hizmetleri Turizm Sanayi ve Ticaret A.Ş. (TASS) on June 16, 2011, a company founded by the joint venture with the highest offer at the tender. With the General Assemblies for merger held in accordance with the Turkish Commercial Code and related legal regulations, TASS was transferred to İDO on December 16, 2011 with all its rights and obligations. The shareholders of İDO are Akfen Holding (30%), Tepe İnşaat (30%), Souter Investment (30%) and Sera Gayrimenkul Yatırım (10%) (TASS).

İDO provides transportation services for passengers and vehicles in Istanbul and within the Marmara Sea with a total of 18 lines including 12 sea bus lines, two car ferry lines and four fast ferry lines. With its modern fleet comprised of 53 vessels (25 sea buses, 18 car ferries and 10 fast ferries), İDO is one of the world’s leading sea transportation companies.

With vessels having a total capacity to hold 32,239 passengers and 2,790 vehicles, the İDO fleet operates in 18 lines (five inner-city and 13 inter-city lines). İDO provides sea transportation to important points in Istanbul and around the Marmara Sea. It holds the operating rights for up to 30 years for most of the 35 ports in which it operates.

Investments Major items in the 2012 budget of İDO include software and licenses for the information technology necessary for the effective and efficient management of the Company, permit and construction work in relation to the ports and terminals, which constitute the most important element for the operation of the Company and investments related to furnishing and hardware of the terminals and ports. Other investment items necessary to achieve the desired level of service following privatization may also be included within this scope.

Investments Made and Planned as Part of Strategic Planning•SAPStructuringProject•SAPUpgrade•SAPBPC(Budgeting,Planningand

Consolidation)•SAPBO•HititSalesSystem

İDO İSTANBUL DENİZ OTOBÜSLERİ (ISTANBUL SEA BUSES)

İDO, one of the affiliates of Tepe İnşaat, provides transportation services for passengers and vehicles in Istanbul and the Marmara Sea with a total of 18 lines, including 12 sea bus lines, two car ferry lines and four fast ferry lines.


Financial and Operational Indicators of İDO in 2011 2011

Turnover 408.129.076

EBITDA 140.771.918

Number of Passengers 49.865.366

Number of Vehicles 9.061.986

Number of Trips 177.978

Number of Employees 632

The Fleet

Sea Buses 25

Fast Ferries 10

Car Ferries 18

Service Vessels 2

Total 55



During the period following privatization, İDO addressed first of all the heavy vehicle traffic through the Ro-Ro Project that has been on the social agenda for a while.

Business Development and Strategy After privatization, İDO began dealing with the heavy vehicle traffic through the Ro-Ro Project that had been on the social agenda for a while. Work is being carried out in order to effectively use the land located in Ambarlı, one of the most valuable properties of the Company, for both the transportation sector and the Company. Currently, a technical concept study is being undertaken with regard to the aforementioned land. Following this study, a detailed project

design will be made for the possible functions for the land. The project, of significant importance to the transportation situation in the Marmara region and also in terms of traffic jams in Istanbul, is being studied and carried out with precision by İDO. A marina project as well as integrated transportation projects and international projects, which would expand the Company’s horizons in terms of project development following privatization, are among important issues included in the business development agenda of the Company.

Map of Operations

Winter Period Passenger Capacity Vehicle Capacity

Summer PeriodPassenger Capacity Vehicle Capacity

32,035 2,790 32,239 2,790


Corporate Development of İDO 1987 The first two sea buses, each with a capacity of 449 passengers, commenced service. Three more sea buses were purchased and put into service during the year.

1988 Five news vessels were purchased by the İDO, increasing to ten the number of sea buses.

1992 Kartal and Kadıköy ports were put into service.

1994 With the purchase of two Monohulls each with a capacity for 155 passengers, the number of vessels at İDO increased to 12.

1996 With the addition of two more sea buses each with a 450 passenger capacity, the number of sea buses reached 14.

1997 The total ships in the fleet reached 20 with the addition of three 350-passenger sea buses, two fast ferries with a capacity to hold 450 passengers and 94 vehicles and a 400-passenger sea bus that was manufactured domestically for the first time at the Pendik Shipyard of Türkiye Gemi Sanayi. A new line was launched between Yalova and Yenikapı during the same year that Istanbul’s first fast ferry service got underway.

1998 Two fast ferries each with a capacity to carry 800 passengers and 200 vehicles were built and joined the fleet. The sea bus, Temel Reis II, built at the Pendik Shipyard was put into service.

2000 Barbaros Hayrettin Paşa and Sokullu Mehmet Paşa, two 400-passenger sea buses built at the Pendik Shipyard, commenced service.


The İDO fleet is comprised of 53 vessels with a total holding capacity for 35,813 passengers and 3,312 vehicles.


2003 İDO launched an online reservation and sale system for its intercity (ticket-based) fast ferry and sea bus lines and began ticket sales via credit cards.

2004 Two fast ferries, each with a capacity for 588 passengers and 112 vehicles, were purchased and put into service on the Pendik-Yalova line.

2005 Two 155-passenger Monohulls were turned over to the Izmit Municipality.

The management of the city lines, which was previously operated by Türkiye Denizcilik İşletmeleri (TDİ, Turkish Maritime Organization), was turned over to İDO along with the vessels and ports.

2007 Five new sea buses built in Singapore and the Osman Gazi–1 and Orhan Gazi–1 fast ferries, each with a holding capacity of 225 vehicles and 1,200 passengers, built by Austal, joined the İDO fleet.

The domestically-manufactured car ferry Suhulet joined the İDO fleet.

2008 Sahilbent, Suhulet’s sister vessel, joined the İDO fleet. Sultan Ahmet and Sadabat car ferries commenced service. Two double-ended fast ferries, Yavuz Sultan Selim and Kanuni Sultan Süleyman, built by DAMEN in China, joined the İDO fleet.

Fatih, the first of the Model 4 boats chosen by the citizens of Istanbul, was put in service.

2009 Kadıköy, Beyoğlu, Beykoz and Sarıyer, the other Model 4 boats, commenced service. Yeni Haliç (New Golden Horn) boats joined the İDO fleet.

2010 34 passenger boats and 49 intracity ports were turned over to Istanbul Şehir Hatları Turizm Sanayi ve Ticaret. A.Ş., a subsidiary of Istanbul Metropolitan Municipality.

2011 İDO Sanayi ve Ticaret A.Ş. was turned over to the TASS (Tepe-Akfen-Souter-Sera) Joint Venture Group.

Bozcada 1 joined the İDO fleet.

A flexible pricing policy was adopted, starting with the Bandırma line and was extended to all intercity lines by August.

2012 The İDOBÜS sales system was completed and commenced trips in March.

The SAP Restructuring Project was completed.

İDO received the “Privatization of the Year” award for project finance in the competition organized by the Project Finance magazine that belongs to Euromoney Publishing Group.

İDO ranked 254 among the largest 500 companies in Turkey according to the Fortune Turkey 500 list.





The Human Resources Policy of Tepe İnşaat is based on establishing a committed and motivated human resources asset that would make the organizational structure of the Company more powerful.

Understanding the importance of the human element in achieving success, Tepe İnşaat focuses on establishing an organizational structure that would serve both the personal and professional development of its employees and enable efficient management of its current human resources asset. Through its training programs on which a significant budget is invested every year, the Company aims to increase the efficiency of its organizational structure and the professional capability of its human resources.

The Human Resources Policy, which has an important place in long-term strategies, plans and programs at Tepe İnşaat, includes functions such as the recruitment, training and development of employees as well as processes related to career planning, performance assessment, remuneration, implementation of corporate culture, increasing employee motivation, and health and safety.

Operating in a globally competitive sector, Tepe İnşaaat has a dynamic organizational structure that manages business processes successfully in terms of swiftness and efficiency via its performance management system. This performance management system includes motivation-oriented practices such as job analysis, appreciation and reward systems. Because of the industry in which it operates, Tepe İnşaat also attaches maximum importance to health and safety practices.

Hiring staff with significant job experience and skills, the Department of Human Resources at Tepe İnşaat has carried out the process of planning, organization, management and auditing successfully in 2011 as well.

As of the end of 2011, human resources profile at Tepe İnşaat is as follows:

HUMAN RESOURCES POLICY


GENDER pROFILE (%)

mALE

89FEmALE

11

AGE pROFILE (%)

20-30

1531-40

3541 AND ABOvE

49

STAFF BREAkDOwN (%)

HEADQUARTERS

14SUppORT UNITS

7

DOmESTIC INvESTmENT pROjECTS

8DOmESTIC CONTRACTING pROjECTS

36INTERNATIONAL CONTRACTING pROjECTS

35


With human resource assets, possessing experience and expertise above the sector average, Tepe İnşaat stands out against its competitors.

HUMAN RESOURCES POLICY

ExpERIENCE pROFILE (%)

1-5 YEARS

6315+ YEARS

76-15 YEARS

30

EDUCATION pROFILE (%)

ELEmENTARY SCHOOL

35ASSOCIATES DEGREE

6

SECONDARY SCHOOL

22UNDERGRADUATE DEGREE

37

QUALIFICATION pROFILE (%)

TECHNICAL STAFF

29ADmINISTRATIvE STAFF

23OTHER

48


Training Policy

To meet the organizational, professional and personal training needs of Tepe İnşaat employees, requests for training collected from the departments at the end of each year are discussed at the Board of Training meeting chaired by the General Manager and are included in the annual training plan.

The Company provides domestic as well as international training opportunities. All courses are followed up with Personal Training Assessments and Training Activity Assessments along with data gathered from these assessments and are used for the annual training plan for the following year.

Organizational Training: Training develops the knowledge and skill of the employees and aims at organizational sustainability and

organizational efficiency of the Company in line with the short and long-term goals of Tepe İnşaat.

Professional Training: Training provides the knowledge and skills required for career development in a particular profession in line with the career plans of the Company.

Personal Training: This training provides the knowledge and skills required for a person or a particular group of people that do the same job at the Company.

In line with these principles, nine of the 48 outsourced training courses and 15 of the 18 planned in-house training courses were achieved during 2011. Employees at Tepe also participated in four of the sessions held by the Human Resources Unit at Bilkent Holding.


In addition to its financial and operational successes, Tepe İnşaat is renowned in the private sector for its successful occupational safety, environmental and quality practices.

Tepe İnşaat ISO 9001 Quality Management System

Through its quality management system applications, Tepe İnşaat aims to achieve customer satisfaction by continuously improving its system while implementing efficient applications that maintain its regular production and meets domestic and international clients’ demands as well as current legal conditions.

Tepe İnşaat has set quantifiable targets and processes to achieve results that meet customer requirements. These conditions are in line with the Company’s Quality Policy and were determined for all operations within each process, the input for the process, suppliers and necessary results as well as domestic/international clients and defined the relationship between the processes.

To achieve efficiency in all processes, the methods, directives and regulations have been defined and the job descriptions of the process owners and employees have been made as well as the area of their authority and capabilities.

Regarding management system practices at construction sites, quality plans have been made for each site and work has been undertaken to maintain responsibility sharing and communication.

In line with its continuous improvement principle, Tepe İnşaat carries out preplanned internal audits by trained internal auditors twice a year along with the achievement rate for performance goals, the outcome of corrective and preventive operations, customer feedback, efficiency of training and similar processes and the results of other analyses and measurements to be reviewed by the senior management. Depending on the capacity, suitability and efficiency of the system assessments, additional resources are made available, precautions are taken or processes are changed.

Tepe İnşaat’s OHSAS 18001 Occupational Health and Safety Management System

With its OHSAS 18001 Management System certification, Tepe İnşaat effectively controls the occupational health and safety risk of its employees and other parties and carries out updates in line with current needs.

OCCUPATIONAL SAFETY, ENVIRONMENT AND QUALITY POLICY


During the integration of the Occupational Health and Safety Management System into the corporate structure of the Company, the PDCA Cycle (Plan-Do-Check-Act) developed in part by Edward Deming has been utilized.

During the System’s planning stage, hazards related to the Company activities are first identified and an effective risk assessment is performed. During the assessment process, preparations are made to prevent possible hazards with a proactive approach using quantifiable and concrete approaches as well as the previous experiences and foresight gained within the Company. Following the risk assessments, occupational health and safety goals for various processes are set in accordance with the current technological facilities and operating conditions stipulated by the law as well as by the Company itself.

Action plans formed in relation to these goals are then implemented and continuously updated in light of recent developments.

Employees, including subcontractors, at the construction sites and at units with similar operational activities, receive constant training about compliance with methods defined in relation to occupational health and safety, sharing responsibility, potential risk, emergencies and using protective equipment.

The effectiveness of the implementation of documented methods is also evaluated throughout the process.

The criteria for operational control is established by taking activities, equipment, site-based directives, process-based regulations, practical checklists and monitoring and measurement plans into consideration; maximum effort is invested in order to prevent deviations. All accidents, incidents and near-miss events are analyzed multilaterally and permanent improvements are made in the system through statistical analyses and corrective and preventive actions.

Construction Site Occupational Health and Safety supervisors constantly monitor field work and periodical controls, measurements, analyses and maintenance work regarding each process is undertaken by process owners in accordance with the plans. System overhaul needs are identified and implemented through preplanned internal audits and detailed review meetings.

Renowned for caring for its employees and public shareholders, Tepe İnşaat aims to excel with its occupational health and safety performance as well as financial success in the coming years.


Established in 1984 as the first foundation university in Turkey, Bilkent University offers world-class education to 12,000 students.

Bilkent University was founded on October 20, 1984 by the joint resolution of the İhsan Doğramacı Education Foundation, İhsan Doğramacı Health Foundation and İhsan Doğramacı Science and Research Foundation. The first and leading foundation university in Turkey, Bilkent aims to be among the world’s leading universities in terms of scientific, cultural and artistic activities renowned for its quality of education, competent scientific research and publications. The name of the university is inspired from this aim; Bilkent is the abbreviation of “bilim kenti” in Turkish, which means “the city of science.”

Preparations for the establishment of Bilkent University began as early as 1967, with the purchase of a large tract of land to the west of Ankara; it continued with the construction of the buildings in the late 1970s and early 1980s. The first buildings on the campus now house the Faculty of Engineering and the Library. These were followed by the cafeterias, dormitories, School of English Language and the student union. As the University expanded and the number of students increased, additional buildings were constructed for the Faculty of Humanities and Letters, Faculty of Economics, Administrative and Social Sciences, Faculty of Business Administration, Faculty of Art, Design and Architecture, Faculty of Science, Faculty of Music and Performing Arts, Faculty of Law, and Faculty of Education,

the concert hall, fitness centers, preschool, elementary and high schools, new cafeterias, two health centers, the East Campus vocational school buildings, classrooms and a building housing the computer center.

The first students were admitted in 1986 with 386 enrolled students. Growing each and every year with investments from the foundations, today, Bilkent University is one of the most important educational centers in the country and the wider region with nine faculties, two applied schools and three vocational schools that offer 39 programs in total. Currently, 12,000 students receive a world class education from a faculty of academics from 40 different countries.

In line with its founding principle, Bilkent University provides its students an international vision and raises the quality of education to the level of the world’s most successful and distinguished universities via its exchange program agreements with other global universities such as the University of California, Georgia Institute of Technology, University of Maryland, University of Washington and the University of Michigan in the US; University of Essex in the UK; Pforzheim University and the University of Konstanz in Germany; University of Rome, La Sapienza and Bocconi University in Italy; Ecole Supérieure de Commerce de Clermont and Ecole Supérieure de Commerce de Lille in France; McGill University and

BİLKENT UNIVERSITY


Université de Montréal in Canada; Tilburg University and University of Amsterdam in the Netherlands; University of Southern Denmark in Denmark; Tel Aviv University in Israel and the University of Waikato in New Zealand.

Thanks to the modern vision and expert skills they acquire during their education, graduates of Bilkent University successfully represent their university both in the business world and in other established educational institutions throughout the world.

Established in 1988 to guide students in career planning and execution of these plans after their graduation, the Career Development and Placement Center maintains strong ties with the students, graduates and the business world. The Career Development and Placement Center at Bilkent is the first center to be opened in a university in Turkey for such a purpose.

As the leading university in Turkey in terms of the number of international academic publications per faculty member almost every year since its foundation, Bilkent University maintains its pioneering role in higher education.

Bilkent University in Figures

•Foundedin1984asTurkey’sfirstfoundationuniversity, Bilkent commenced education in 1986.

•Thecampussitsonapproximately5,000acresof land, of which 3,000 acres are afforested.

•Approximatelyone-thirdofthe12,000students who are enrolled to Bilkent are on a scholarship.

•Bilkentoffers39associateandundergraduateprograms and 47 postgraduate programs.

•Approximately2,000differentcoursesareoffered every year within nine faculties, two applied schools and three vocational schools.

•Bilkenthasanacademicstaffofnearly1,000scholars; 33% come from 40 different countries

•Thefacultymembersweresupportedwithabudget of nearly TRY 250,000,000 between 2005 and 2010 via 172 TÜBİTAK projects, 62 European Union projects and 74 private and public sector company projects.

•Computerlabshavemorethan2,000computers available 24 hours a day, 365 days a year.


According to 2012 data from the Times Higher Education and Thomson Reuters, Bilkent University ranks 32nd among the best global universities founded within the past 50 years.

BİLKENT UNIVERSITY

•Thestudentexchangeprogramsareorganizedwith more than 250 universities worldwide.

•Visitedby60,000researchersandstudentsevery year, the University Library is open 362 days a year and has an extensive collection of 420,000 books and subscriptions to more than 90,000 periodical publications, electronic journals and interactive databases.

•Approximately500establishedinstitutionsvisit Bilkent University each year to promote their organizations and reach out to potential employees.

•Thereareapproximately80studentclubs.

•Withtheprojectstheydevelopsince1999,Bilkent students have been supporting elementary schools, senior citizens and others in need throughout Turkey. Students have been involved in voluntary social responsibility projects since 1999.

•Runbystudents,RadioBilkentbroadcastsat96.6 MHz on the FM band.

•Dormitorieshouse4,000students.

•TheHealthCenterservesstudents24/7.

•TheBilkentSymphonyOrchestraperformsmore than 70 concerts every year at the Bilkent Concert Hall which seats 730 people. The Bilkent Symphony Orchestra consists of nearly 100 musicians from 12 different countries

•Establishedin2002,theBilkentCyberparkis Turkey’s fastest growing technology park. With its 2,700 employees, it serves more than 180 companies in a total indoor area of 86,500 m2.

•Accordingtotheannualsurveyconductedjointly by Quacquarelli Symonds and Times Higher Education and published by the U.S. News & World Report magazine, Bilkent University is the only university in Turkey that ranks in the top 400 in the world. In 2009, Bilkent ranked 360th in the overall rankings and 129th for engineering and information technology.

•Accordingto2012datafromtheTimesHigherEducation and Thomson Reuters, Bilkent University ranks 32nd among the best global universities founded within the past 50 years. The rankings are based on such criteria like the quality of education in the universities, diversity of international students and faculty members, contributions to the industry, scientific research and citations made to their academic publications.

HEAD OFFICEBeytepe Köyü Yolu No:5 06800 Bilkent, Ankara, TurkeyPhone: +90 (312) 266 58 00 (LINE 13)Fax: +90 (312) 266 78 38 - 39E-mail: [email protected]

ISTANbUL OFFICEBaşıbüyük Mah. Emek Cad. No:281/BNarcity Konutları Maltepe, Istanbul, TurkeyPhone: +90 (216) 675 08 00 - 01Fax: +90 (216) 675 08 02E-mail: [email protected]

AzERbAIjAN Intepe Offshore LTD. Hakverdiyev Küçesi Ev No:21Baku, Azerbaijan Phone: + (994) 12498 14 95Fax: + (994) 12498 92 57E-mail: [email protected] / [email protected]

ALbANIAGjergji Business Center Floor 5 No:1-2 Tirana, AlbaniaPhone: + (355) 42251187Fax: + (355) 42258360

RUSSIA119435, Bolshoy Savvinskiy Per., 9, Building 2,Moscow, RussiaPhone: +7 (495) 221 10 49Fax: +7 (495) 221 10 44E-mail: [email protected]

IRAqSulaymaniyah New Sulaymaniyah University Campus Project Qiliasan, Sulaymaniyah, IraqPhone: +(964) 770 364 34 66 - 750 115 14 62

ErbilGulan Street, English Village, No:250Erbil, IraqPhone: +(964) 750 396 34 34 - 750 765 84 71

TURkMENISTANYimpaş Business Center54, Turkmenbashi Avenue, Office No: 701 - BAshgabat, TurkmenistanPhone: +993 (64) 035 147E-mail: [email protected]

TEPE İNŞAAT ANNUAL REPORT 2011

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TEPE İNŞAAT ANNUAL REPORT 2011Tepe İnşaat has crowned its success with awards Tepe İnşaat was listed in 166th place on the 2011 ENR Top 225 List made up of the world’s largest