TORUNLAR GYO A.Ş

TORIUM SHOPPING CENTER &

RESIDENCES VALUATION REPORT UPDATE

PAMİR VE SOYUER GAYRİMENKUL DANI ŞMANLIK A. Ş.

31 DECEMBER 2011

This Report titled “Torium Shopping Center & Residences Valuation Report Update” has been prepared by DTZ Pamir & Soyuer, as requested by Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş. DTZ Debenham Tie Leung International Property Advisers is exclusively represented in Turkey by Pamir ve Soyuer Gayrimenkul Danışmanlık A.Ş. (“DTZ Pamir & Soyuer”). The mailing address of DTZ Pamir & Soyuer is presented below: Hakkı Yeten Caddesi 15/7 Şişli - İstanbul 34365 Phone : +90 (212) 231 5530 Fax : +90 (212) 231 5820 E-mail : admin@dtz.com.tr Executives contacted for the purposes of this Report are: Özlem Şahin, M.Sc. Associate, Valuation Specialist Reviewed by: Firuz Soyuer MBA, MRICS Managing Partner

We do not guarantee the fulfilment of any estimates contained within this report, although they have been conscientiously prepared on the basis of our own research and information made available to us. The report may not be published, reproduced or quoted in part or in whole, nor may it be used as a basis for any contract, prospectus, agreement or other document without our prior written consent.

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TABLE OF CONTENTS I. EXECUTIVE SUMMARY.............................................................................................1

II. INTRODUCTION...........................................................................................................3

A. INSTRUCTION...........................................................................................................................................3

B. PURPOSE OF VALUATION .........................................................................................................................3 C. BASIS AND DEFINITION OF VALUATION ...................................................................................................3

D. MARKET VALUE ......................................................................................................................................3 E. DEFINITION OF VALUE .............................................................................................................................3

1. Definitions..........................................................................................................................................3

2. Market Value......................................................................................................................................4

3. Approaches to Valuation....................................................................................................................5

F. ASSUMPTIONS AND SOURCES OF INFORMATION.......................................................................................5

G. HIGHEST AND BEST USE ASSESSMENT.....................................................................................................6

H. APPROACH & METHOD............................................................................................................................6 I. DATE OF VALUATION ...............................................................................................................................6 J. CURRENCY EXCHANGE RATES.................................................................................................................6

III. TURKEY GENERAL INFORMATION..................................................................7

A. GENERAL OVERVIEW...............................................................................................................................7 B. DEMOGRAPHY..........................................................................................................................................7

C. ECONOMIC OVERVIEW.............................................................................................................................8

IV. İSTANBUL OVERVIEW ........................................................................................10

A. POPULATION ..........................................................................................................................................10

B. TRANSPORTATION..................................................................................................................................11 C. ECONOMY..............................................................................................................................................13

V. İSTANBUL PROPERTY MARKET ..........................................................................15

A. RETAIL OVERVIEW ................................................................................................................................15 B. RESIDENTIAL MARKET OVERVIEW ........................................................................................................18

VI. TORIUM SC & RESIDENCES...............................................................................20

A. LOCATION, ACCESSIBILITY & ENVIRONS...............................................................................................20

B. DESCRIPTION OF THE PROPERTY............................................................................................................20 C. LEGAL DESCRIPTION OF THE PROPERTY................................................................................................23

1. Deed Registry Records.....................................................................................................................23

2. Encumbrances & Annotations .........................................................................................................24 3. Construction Permit.........................................................................................................................24

4. Occupancy Permit............................................................................................................................24

5. Zoning ..............................................................................................................................................24

VII. VALUATION............................................................................................................25

A. COMMENTS / EXPLANATION / METHODOLOGY......................................................................................25

B. ASSUMPTIONS AND INPUT VARIABLES - RETAIL ....................................................................................25

1. Gross Leasable Area (GLA) & Unit Rents.......................................................................................26 2. Rent Escalation ................................................................................................................................26

3. Vacant Stores & Space Absorption..................................................................................................26 4. General Vacancy..............................................................................................................................27

5. Other Revenues ................................................................................................................................27

6. Recoverable Expenses......................................................................................................................27

7. Non- Recoverable Expenses.............................................................................................................28 8. Replacement Allowances..................................................................................................................28

9. VAT and Corporate Tax...................................................................................................................28

10. Deed Transaction & Brokerage Fee................................................................................................28 11. Market Capitalization Rate at Reversion – Terminal Value ............................................................28 12. Discount Rate...................................................................................................................................29

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C. ASSUMPTIONS AND INPUT VARIABLES - RESIDENTIAL...........................................................................29 1. Residential Area and Sharing ..........................................................................................................29 2. Construction Cost ............................................................................................................................29

3. Remaining Sale Area........................................................................................................................29

4. Estimated Sale Schedule ..................................................................................................................30

5. Unit Sale Price.................................................................................................................................30

6. Marketing and Advertisement Costs ................................................................................................30 7. VAT and Corporate Tax...................................................................................................................30

8. Discount Rate...................................................................................................................................30

D. VALUATION CONCLUSION .....................................................................................................................31

VIII. TERMS AND CONDITIONS..................................................................................32

A. VALUATION TERMS AND CONDITIONS...................................................................................................32

B. TITLE .....................................................................................................................................................32

C. ENVIRONMENTAL MATTERS..................................................................................................................32 D. STATUTORY REQUIREMENTS AND PLANNING ........................................................................................32

E. INFORMATION ........................................................................................................................................33

F. LEGAL ISSUES........................................................................................................................................33

G. DATE OF VALUATION AND CURRENT MARKET CONDITIONS.................................................................33 H. DISPOSAL RIGHTS..................................................................................................................................33 I. INFRASTRUCTURE..................................................................................................................................33 J. ROAD PROPOSALS..................................................................................................................................34 K. SURVEYS................................................................................................................................................34

IX. REFERENCES & EXHIBITS.................................................................................35

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I. EXECUTIVE SUMMARY We herewith submit our Valuation Report pertaining to the Torium Shopping Center & Residences (the “Property”) located in Esenyurt District, İstanbul. We have inspected the Property and analyzed the market conditions in the related area. Our report has been prepared in accordance with RICS (Royal Institute of Chartered Surveyors) standards.

Property Type Shopping Center & Residential Units

Owner of Record Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş. (share of 2149519 / 2228569)

Deed Record City İstanbul District Esenyurt Village Esenyurt Block No. 2618 Lot No. 18 Area 44,571.28 sq m Type Land Land Share - Torunlar 2149519 / 2228569 Land Share – Mehmet Akdeniz 79050 / 2228569

Zoning Commercial and Service Area, FAR: 1.75

Property Information

Mixed use development including residential, retail and office components. Retail Gross Leasable Area: 91,766 sq m Residential Saleable Area: 8,942 sq m

Unit Sharing 8,000 sq m of the land is owned by a third party; therefore 36% of residential areas (3,219 saleable area) and 2 stores (2,327 sq m of GLA) is not owned by Torunlar. Based on the agreement btw the other landowner and Torunlar, 75% of the rental revenues of these 2 stores will be paid to Torunlar for 20 years.

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Based on the available data and market information, together with our analysis and experience in the İstanbul real estate market, our opinion of the project value is; Shopping Center $282,613,936 Residential Units $4,188,256 Total $286,802,192

USD 287,000,000 (Two hundred eighty seven million US Dollars) based on Discounted Cash Flow Approach We hereby certify that we have no undisclosed interest in the Property, and our employment and compensation are not contingent upon our findings and valuation.

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II. INTRODUCTION

A. Instruction DTZ Pamir & Soyuer has been instructed by Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş. (“Torunlar GYO”) to undertake the valuation of the property located in Esenyurt District of İstanbul. DTZ Pamir & Soyuer and the Client have agreed the exact scope of instructions. In summary, Torunlar GYO requires the “market value” of the property.

B. Purpose of Valuation The valuation has been undertaken to estimate the value of the property which is included in the portfolio of Torunlar GYO, listed in İstanbul Stock Exchange (ISE). This is an update report of which the original was dated 30 June 2010 and will be publicized on the web page of Torunlar GYO.

C. Basis and Definition of Valuation

The basis of valuation is the Market Value.

D. Market Value The value of Torunlar GYO properties has been assessed in compliance with the RICS (Royal Institute of Chartered Surveyors) standards. The International Valuation Standards Council (IVSC), publishes the International Valuation Standards (IVS) that set out internationally accepted valuation principles, procedures and definitions. RICS has adopted these standards. The approved IVSC definition of “Market Value” is stated in the paragraph “Definitions”.

E. Definition of Value

1. Definitions

The Property has been valued in accordance with International Valuation Standards (IVS) which is also adopted by RICS. The bases of valuation are as follows:

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2. Market Value

“Market Value” is the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Notes: • “…date of valuation…” means the date at which the property is

deemed to be sold.

• “…the estimated amount…” refers to a price expressed in terms of money payable for the property an arm’s-length market transaction.

• “…a property should exchange…” refers to the fact that the value of a property is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction to be completed.

• “…on the date of valuation…” requires that the estimated Market Value is time specific to a given date and this date is normally the date that the hypothetical sale is deemed to take place and is therefore different from the date when the valuation is actually prepared.

• “…between a willing buyer…” refers to one who is motivated, but not compelled to buy.

• “…a willing seller…” is neither an over-eager nor a forced seller who is prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market.

• “… in an arm’s-length transaction…” an arm’s length transaction is one between parties, who do not have a particular or special relationship which may make the price level uncharacteristic of the market, or make it inflated because of an element of special value.

• “…after proper marketing…” means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably in accordance with the Market Value definition.

• “…wherein the parties had each acted knowledgeable and prudently…” presumes that both the willing buyer and the willing seller are reasonably well informed about the nature and characteristics of the property, its actual and potential uses and the state of the market at the date of valuation.

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• “…and without compulsion…” establishes that each party is motivated to undertake the transaction, but neither is forced nor unduly coerced to complete it.

3. Approaches to Valuation The three approaches to valuation are: - Sales Comparison Approach The Sales Comparison Approach is based on the comparable asking price and/or realized transaction value of similar properties located in the subject area, having the same quantitative and qualitative specifications with the subject property. The value indication is produced by comparing the subject property to sales of similar properties. The sale prices of the properties that are judged to be the most comparable indicate a range in which the value of the subject property will fall. - Income Capitalization Approach The Income Capitalization Approach measures the present value of the future benefits of property ownership. Income streams are converted into a present value estimate through discounting (“discounted cash flow analysis”). - Cost Approach (Depreciated Replacement/Reproduction Cost)

The Cost Approach reflects market thinking by recognizing that market participants relate value to cost. In estimating the value of a property, the reproduction or replacement cost of the building improvements are estimated, accrued depreciation is subtracted, and estimated land value is added.

F. Assumptions and Sources of Information

These general terms, conditions and assumptions are the basis of our valuations and reports normally prepared and also applied to the valuation contained in this Report unless otherwise stated. We have relied upon the details and information about the subject Property that are provided by the officials of the owner company Torunlar GYO. Areas have been taken from the information supplied by the owner company. We have not carried out measurements on sites, but from our inspection of the

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properties we have no reason to believe that the stated areas are materially inaccurate.

G. Highest and Best Use Assessment

The “Highest and Best Use Value” is synonymous with Market Value. Highest and best use is defined by IVSC as: The most probable use of a property which is physically possible, appropriately justified, legally permissible, financially feasible, and which results in the highest value of the property being valued. The concept of highest and best use is inherent in the Market Value definition. We are in the opinion that commercial use is the highest and best use of the Property, and is in accordance with the zoning of the Property.

H. Approach & Method

In the valuation study of Torunlar GYO Torium Property Discounted Cash Flow Approach to Valuation has been applied.

I. Date of Valuation

The date of valuation is 31 December 2011.

J. Currency Exchange Rates Central Bank of Turkey selling rates of the valuation date used in the valuation report are as below. TL/USD : 1.8980 TL/EUR : 2.4556 USD/EUR : 1.2938

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III. TURKEY GENERAL INFORMATION

A. General Overview

Turkey is strategically located over two continents - south eastern Europe and south western Asia - and has direct control on the Turkish Straits that link Black Sea and Aegean Sea. Turkey is bordered with Greece and Bulgaria on the west, Syria and Iraq on the south, Black Sea on the north and Iran, Armenia and Georgia on the east. Total area of the country is 814,578 sq km. Turkey has 81 provinces.

B. Demography

According to the Address Based Population Registration System (“ADNKS”) 2011 Population Census results, the total population of Turkey is approximately 74.7 million. Approximately 76.8% of the population lives in urban areas. Annual population increase is recorded as 1.35% between 2010 and 2011. Half of the population is under the age of 29.7. People with ages between 15 and 64 comprise 67.4% of the population. Population density is 97 per square kilometer. The most crowded city is İstanbul with a population density of 2,622. Ankara, the capital city, has a population of 4.9 million and accounts for approximately 6.6% of the total population. İstanbul, the commercial and cultural capital of the country, represents approximately 18.2% of the country’s population with a population of 13.6 million.

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C. Economic Overview

Turkish GDP grew 5.2% in the last period, and reached US$ 772 billion with 8.5% annual growth in 2011. Potential output is projected to rise by 5.1% pa over the next 10 years, a significantly higher rate than in the previous decade (Oxford Economics). On the other hand, annual inflation climbed to 10.5%, remarkably exceeded the forecasts. Not only the increases in unprocessed food prices, but also the ongoing depreciation of the Turkish Lira as a result of the deterioration in the risk appetite led to increase in inflation. Final domestic demand is expected to grow moderately in the forthcoming period. However, inflation forecasts are based on the assumption for a deceleration in domestic demand by early 2012. Accordingly, inflation expectation is 6.5% at the end of 2012, and 5.1% at the end of 2013. Inflation is expected to stabilize around 5% in the medium term (CBRT). Turkey: economic indicators

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

2005 2006 2007 2008 2009 2010 2011 2012E

growth rate (%)

GDP growth private consumption CPI growth

Source: TURKSTAT

Uncertainties regarding global economy will remain critical. The baseline scenario underlying the medium-term projections assumes that problems in the Euro Area will be solved gradually with no further deterioration in the global outlook. Turkey’s main economic indicators are given in the table below.

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Economic indicators Indicator 2009 2010 2011

GDP (%) -4.8 8.9 8.5

GDP per capita 8,590 10,079 10,444 Population (million) 71.9 73.7 74.7 Private Expenditure -2.3 6.6 7.7

Consumer Prices (%) 6.5 6.4 10.5 Unemployment (%) 13.5 11.4 9.8

FDI inflow growth (%) -58.4 5.8% 74.1 Interest rates (year-end, %) 13.3 8.5 8.7

ISE Price index (XU100) 52,825 66,004 51,267

Exchange rate (TRY/EUR) 2.15 1.99 2.33

Exchange rate (TRY/USD) 1.55 1.50 1.67

Source : TURKSTAT, SPO, CBRT

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IV. İSTANBUL OVERVIEW İstanbul, the commercial and cultural capital of Turkey is one of the most crowded metropolitan areas of the world with a total population of over 13 million.

Because of the geographically strategic location, İstanbul has direct control of the Turkish Straits that link the Black and Aegean Seas. The city serves as a junction between the land and sea trade routes.

The city is located on two continents separated by the Bosphorus, one of the busiest and strategic straits of the world. The Bosphorus and Fatih Sultan Mehmet Bridges connect the Asian and European Sides. European Side has mainly a commercial and residential character while the Asian Side is basically residential. Two thirds of the population resides in the European Side that also contains the CBD of İstanbul such as Maslak, Levent, and Zincirlikuyu areas.

A. Population

There are 39 districts in İstanbul. According to address based population census in 2011 population of İstanbul is 13.6 million (18% of Turkey). Average population density is 2,551/sq km in the province. 99% of the population live in the urban areas.

The most crowded district is Bağcılar with a population of 746,650 (5.4% of total) and the least populated district is Adalar with a population of 13,883.

The population increase between 2008 and 2009 was 1.7%, between 2009 and 2010 was 2.6%, and 2010 and 2011 has been recorded as 3% in İstanbul province.

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Male and female populations are approximately the same. People aged less than 35 years comprise 60% of the total population According to the 2011 Census, the populations of the districts are as follows:

District Population District Population

Adalar 13,883 Gaziosmanpaşa 482,553 Arnavutköy 198,230 Güngören 309,135 Ataşehir 387,502 Kadıköy 531,997 Avcılar 383,736 Kağıthane 419,865 Bağcılar 746,650 Kartal 440,887 Bahçelievler 600,900 Küçükçekmece 711,112 Bakırköy 220,663 Maltepe 452,099 Başakşehir 284,488 Pendik 609,535 Bayrampaşa 269,709 Sancaktepe 267,537 Beşiktaş 187,053 Sarıyer 287,309 Beykoz 247,284 Silivri 144,781 Beylikdüzü 218,120 Sultanbeyli 298,143 Beyoğlu 248,206 Sultangazi 483,225 Büyükçekmece 192,843 Şile 28,847 Çatalca 63,379 Şişli 320,763 Çekmeköy 183,013 Tuzla 197,230 Esenler 461,382 Ümraniye 631,603 Esenyurt 500,027 Üsküdar 532,182 Eyüp 345,790 Zeytinburnu 293,228 Fatih 429,351

Total 13,624,240 Source : TUIK

B. Transportation

Transportation to İstanbul is provided by airways, railways, highways and seaways. TEM (Trans European Motorway) and D-100 (E-5) highways connect Asia and Europe via bridges over the Bosphorus and provide access to Ankara and other European cities. There are two airports in İstanbul. Atatürk International Airport is located in Yeşilköy on the European side of the City approximately 25 kilometers from the city centre (Taksim). Sabiha Gökçen International Airport is located in Kurtköy on the Asian Side of İstanbul 50 km away from city center. İstanbul has three ports, namely İstanbul Port (Karaköy), Haydarpaşa Port and Ambarlı Port. Haydarpaşa and Ambarlı are freight, container and Ro-Ro ports, while İstanbul Port is the cruiser port. Relocation of İstanbul Port is being considered and new port developments are planned in Bakırköy and Zeytinburnu.

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Public transportation system within city limits of İstanbul comprises of various railway systems, funicular, bus network and maritime services. İstanbul maritime system operates on the shores of Bosphorus and Marmara Sea. Ferryboats, car ferries and catamarans operate between 70 terminals. Metrobus BRT (Bus Rapid Transit) system between Söğütlüçeşme on the Asian Side and Avcılar on the European Side provides transportation following the E5 Road via Bosphorus Bridge. Metrobus line currently is 41 km and has 32 stations. The railway transportation system of İstanbul comprises of various suburban network, light railway system, metro and funicular systems: Railway transportation in İstanbul can be summarized as below.

Railway System Type Length (km)

Passenger Capacity

Şişhane – Atatürk Oto Sanayi Metro 14.5 195,000 person/day Aksaray – Atatürk Airport Light Railway 19.6 240,000 person/day Kabataş - Zeytinburnu Tramway 13.2 245,000 person / day Zeytinburnu - Güngören - Bağcılar Tramway 5.2 40,000 person / day Topkapı - Habibler Tramway 15.3 150,000 person / day Tünel - Karaköy Funicular 0.5 13,000 person / day Taksim – Kabataş Funicular 0.64 30,000 person / day Taksim - Tünel Nostalgic Tramway 1.6 5,000 person / day Kadıköy - Moda Nostalgic Tramway 2.6 2,500 person / day Maçka - Taşkışla Cable Car 0.347 1,000 person / day Eyüp – Piyer Loti Cable Car 0.384 2,160 person / day Sirkeci - Halkalı Subway Train 30 13,000 person / hour Haydarpaşa - Gebze Subway Train 42 13,000 person / hour

• Bosphorus Rail Link ‘MARMARAY’:

Marmaray is the major transportation project of İstanbul aiming to link the European and the Asian sides’ railway systems with an undersea rail tunnel across Bosphorus. The project includes 1.4 km İstanbul Strait crossing by a tunnel from Yenikapı on the European side and Söğütlüçeşme on the Asian side. 41 stations and the upgrade of 63 km of suburban lines will create a 76.3 km high capacity line between Gebze and Halkalı Intermediate stations will be built at Sirkeci and Üsküdar. An interchange station with İstanbul metro and light rail will be built at Yenikapı. Marmaray is expected to start operating in 2012. Major projects under construction: • Metro:

Taksim - Yenikapı 5.2 km; across the Golden Horn on a bridge and underground through the old city

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• Otogar (City bus terminal in Esenler) - Kirazlı 5.8 km LRT Line (2012) • Kirazlı - Olympic Village Metro 21.7 km with 16 stations (will serve

2012) • Light Railway Transportation:

Kadıköy - Kartal 22 km; on Asian side (2010)

C. Economy

Throughout history, İstanbul has been a strategic intersection between Europe, Asia and the Middle East, allowing trade to flourish. İstanbul boasts a young population, a dynamic private sector, regional connections and a developing infrastructure. It has been one of the major seaports of Turkey for imports and exports of traditional commodities such as textiles, tobacco, glass and leather. The city is the dominant force in the Turkish economy providing 27.65% of gross value added (GVA) activities. İstanbul takes the first place with USD 182.8 billion GVA in 2008. Based on the current data, the share of İstanbul increased from 21% to 27.65% in Turkey’s gross value added (GVA) activities, between 2001 and 2008. (2008 is last data available) In terms of total gross value added, İstanbul ranked first place. The share of industrial sector is 27.1% in total Turkish industrial sector, while share of services sector is 31.4% in total Turkish services sector in 2008. The contribution of services, industrial and agricultural sectors to total GVA of İstanbul is 73.1%, 26.7% and 0.2% in 2008, respectively. İstanbul has the highest share in foreign trade with 44% and 52.5% of export and import of goods and services in Turkey, respectively. 2011 volume of exports is recorded as USD 59.5 billion while volume of imports amounted to USD 124 billion. Many of Turkey’s manufacturing industries and commercial sectors are concentrated around İstanbul, with large developments to the borders of the city, within İzmit and Gebze Organized Industrial Zones. The original industrial zones of İstanbul were concentrated within the city. Currently, large scale manufacturing plants are located on the TEM Highway and towards the outskirts of the city. The city never played a dominant role in agricultural activities, but it is the biggest consumer of agricultural goods in the country. 41.5 % of the bank deposits are collected in İstanbul, the financial capital of the country. 38.5 % of the consumer credits are also used in the city. Headquarters of major local banks and insurance companies are located in İstanbul.

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Along with the industry, insurance and banking companies, major corporations and multinational firms in the city steer the nation's economic life. As end of 2010, İstanbul accommodated 56.4% of all FDI firms in terms of number of firms. Of these firms 36% are active in retail sector, 17% in manufacturing and 15% in real estate. İstanbul plays an important role in tourism sector with meeting, conventions, exhibitions and congresses in the last a couple of years. İstanbul accommodates approximately 8 million foreign visitors per year. Economic Indicators İstanbul Turkey GDP per capita (USD, 2008) 14,591 9,384 Unemployment rate (%, 2011) 11.8 9.8 Total export volume (billion USD, 2011) 59.5 134.6 Total import volume (billion USD, 2011) 123.9 240.8 Total bank deposit (billion USD, 2010) 165.9 339.6 Total banking loan (billion USD, 2010) 126.8 329.7 Source: TURKSTAT.

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V. İSTANBUL PROPERTY MARKET

A. Retail Overview

Total retail supply in İstanbul reached approximately 3 million sq m in by the end of 2011. İstanbul retail market accounts for 39% of total retail supply in Turkey. Currently, 1.2 million sq m new retail schemes are under construction and approximately 874,000 sq m is at the planning stage, representing 40% of total pipeline in İstanbul. The total GLA in Istanbul is expected to reach 5 million in the next three years, considering planning developments. Major projects that are under construction or in the planning stage are as follows:

Major Retail Centres in Pipeline (under construction, over 50,000 GLA)

Retail Centre Location Opening GLA (m2) Akasya Acıbadem İstanbul 2013 84,300 Mall of Istanbul (MOI) İstanbul 2013 139,500 Marmara Park İstanbul 2013 100,000 Ispartakule AVM İstanbul 2013 85,000 Beylikdüzü AVM İstanbul 2012 55,600 Viaport Expansion İstanbul 2012 50,000 Zorlu Center İstanbul 2013 60,000 Venezia İstanbul 2014 70,000 Total (İstanbul) 644,400

Major Retail Centres in the Planning Stage (planning, over 50,000 GLA

Retail Centre Location Opening GLA Ancora Istanbul İstanbul N/A 115,520 Küçükyalı AVM İstanbul N/A 70,000 Carrefour Haramidere Expansion İstanbul 70,000 Yeni İstanbul Emaar Libadiye İstanbul 2014 126,000 Suryapı Metro Garden İstanbul 2014 55,000 Şahinler İstanbul na 80,000 Brandium Ataşehir İstanbul 2013 60,000 Total (İstanbul) 576,520

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Comparison of the existing and pipeline shopping centers in the vicinity of the Torium is provided in the table below.

Project Type Location Opening TLA TCA GLA Floors

# of Store (shop)

# of Store (food)

Car parking Capacity

Existing Galleria TCM Ataköy 1988 66,114 77,906 42,382 4 134 24 2350 Capacity TCM Bakırköy 2007 Nov 23,816 95,000 41,299 4 174 26 2500 Carousel TCM Bakırköy 1995 11,560 76,500 24,400 5 98 15 750 Ataköy Plus DSC Ataköy 2010Apr 23,000 97,000 25,000 6 72 27 1750 Atrium TCM Bakırköy 1989 5,000 18,813 11,232 3 193 6 365 Airport Outlet OC Bakırköy 2008May 80,000 54,250 50,000 6 120 28 Flyinn DSC Florya 2003 7,900 38,500 12,500 4 71 14 689 212 Power Outlet OC Bağcılar 2009Agu 55,560 230,000 68,000 4 180 26 3250 Deposite OC İkitelli 2005 32,000 3 150 15 Prestige Mall DSC Bahçeşehir 2007 7,373 22,340 10,846 4 43 6 Forum İstanbul DSC Bayrampaşa 2009Nov 184,000 493,194 175,000 3 265 49 5500 Marmara Forum DSC Merter 2011Mar 114,330 326,428 140,212 4000 ORA TP Bayrampaşa 2011Nov 70,000 210,000 65,176 4 180 3500 Akbatı DSC Esenyurt 2011Sep 50,838 242,000 63,500 4 300 3000 Carrefour Bayrampaşa DSC Bayrampaşa 2003June 63,261 39,200 23,807 1 72 12 Pipeline Forum TEM DSC Gaziosmanpaşa N/A 74,000 242,681 71,000 3 210 3680 Neo Bahçeşehir DSC Bahçeşehir 2012 Q4 144,600 60,000 49,000 2,500

TP: Theme Park, TLA: Total Land Area, TCA: Total Construction Area, GLA: Gross Leasable Area

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Comparison of the anchor and major stores of the major competitors are provided below.

Project GLA Hypermarket

Hyper. Area Anchor / Major Shops Entertainment & Leisure

Existing Galleria 42,382 Migros

5,891 YKM (10934), Beymen (1,485), Vakko (650),Deriden (850) Sinema (2396)

Prestige Cinema, Bowling, Ice Ring (505)

Capacity 41,299 Tansaş 3,520

Elektro World(3572), M&S (1,179), Zara(1988), GAP(787), Beymen(607),D&R,

Cinebonus, Fun Time(364)

Carousel 24,400 3M Migros

5,271

Darty (1,244), Atalar (558), M&S (531), Mothercare (603), Mudo City (959), Polo Garage (610), Teknosa (644),Toyiki (1932),

AFM Cinema, Kiddyland(250), Atlıkarınca,Fun Time

Ataköy Plus 25,000 Migros

Darty, Beymen, Boyner Starpark Child (1,200), Cinebonus, Over Game

Airport Outlet 50,000 Migros

3,228

Teknosa(630), Mudo(1,000),LCW (900), Vakko (885), Theorie (816), Mudo( 783), Marks&Spencer (632),Reno(608),

Flyinn 12,500 Carrefoursa Express

2,080

Demsa (575), M&S (552), Paşabahçe (508), Home Store (500), LC Waikiki (616), US Polo ASSN-Cacharel-Pierre Cardin (518), Vakko,

Cinebonus, Kiddyland (407), Flyinn Ocean Child Play(150)

212 İstanbul Power Outlet

68,000 Carrefoursa 11,600

Praktiker(9,250), Media Markt( 6,600) Cinemarine

Deposite 32,000 - - Mango, YKM, Teknosa, Winmax Cinema, Life Gym Club Prestige Mall 10,846 Tansaş 1,784 Beymen, Boyner, Mudo Prestige Cinema Forum İstanbul 175,000 Real

15,000 İkea (29,500), Praktiker (10,500), Leisure (10,200), Saturn

Turkazoo Aquarium, AFM Cinema

Carrefour Bayrampaşa

23,807 Carrefoursa 12,880

Flo (2,141), Teknosa (1,113), Toyiki (663), Speedy (701)

ORA 65,176 N/A Theme Park (18,000) Open Air Theatre Akbatı 63,500 5M Migros 8,400 DIY (5,300) Cinema (3,500) Marmara Forum 140,212 Carrefoursa 22,094 DIY (14,000), Electronic Market (8,000), Cinema (6,500), Leisure (6,000) M1 Meydan Merter 30,400 Real 14,200 Media Markt( 6,820) Pipeline Neo Bahçeşehir 49,000 Forum TEM 71,000 Hypermarket 13,500 DIY (7,000), Anchor (13,800), Cinema(3,200), Leisure (3,000)

18 18

B. Residential Market Overview Locations of the residential projects are illustrated in the map below.

Ekinoks Beylikdüzü

Ginza Lavinya Park

Skyport

Astrum Towers

Torium

Solar City

Beyaz City

19 19

Information about the comparable residential projects is summarized in the table below.

Project Developer Location Total Units

Type Gross Area Range(sqm)

Completion Unit Price Range (US$/sqm)

Skyport Gülyapı A.Ş. Beylikdüzü 151 HO 50 - 170 August 2010

$2,955 $3,542

Astrum Towers Regnum Haramidere 1285 F 39 - 168 May 2009 $1,022 $1,272

Ekinoks Ekinciler Construction

Beylikdüzü 213 F 89 - 156 2010 $982 $996

Solar City Esenyurt Aydınlı Construction

886 F 72 - 147 April 2011 $907 $1,050

Ginza Lavinya Park

Keleşoğlu & Kullar Construction

Beylikdüzü 230 F 70 - 244 December 2010

$1,412 $1,572

Beyaz City Beylikdüzü Beyaz İnşaat 320 F 60 - 178 2010 $1,098 $992

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VI. TORIUM SC & RESIDENCES

A. Location, Accessibility & Environs

Torium Project (the “Property”) is located on E5 Highway in Esenyurt District on the European Side of İstanbul.

The main access to the Torium Project is provided by E5 Highway, one of the two expressways circling the city and connecting the European and Asian Side of İstanbul. E5 Highway, which was built first, is mostly used for inner city and inter city traffic. Another access to the development project is provided by Esenyurt Road, extending north-south axis, which connects E5 Highway and TEM (Trans European Motorway). The subject Property is served by city bus services.

B. Description of the Property

Located on the E5 Highway, the visibility of the Property is very high. The Property is located approximately 2 kilometers to Avcılar residential areas, approximately 4 kilometers to Beylikdüzü residential areas, approximately 7 kilometers to Küçükçekmece residential areas, approximately 10 kilometers to Atatürk International Airport, and approximately 12 kilometers to Bakırköy residential areas, and approximately 6.5 kilometers to TEM.

TORIUM PROJECT

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The shopping center was opened on October 2010, and residential areas were completed on the second quarter of 2011.

Having environment friendly practices, Torium Shopping Center is a green building and it was awarded by Gold LEED (Leadership in Energy and Environmental Design) certificate. Torium saves substantially 45% on water consumption, driven by water-efficiency oriented materials and water recycling units, and energy efficiency delivers 33% energy saving.

TORIUM PROJECT

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While 50% of the parking lot is underground to alleviate the burden of cooling the building and to lower the environmental impact by reducing the effect of the heat island, practices of green roof manufactured by high sun board material are used. Waste water in the cooling towers is used in the whole toilets and urinals. Moreover, sensor-installed batteries and drip irrigation devices with moisture sensor used in landscaping contribute to water saving. Natural air-conditioning, lightening and cooling practices as well as heat recycling systems, 100% efficient condensed boiler, pumps and fans with frequency converter, Lowe Windows and roof-type air conditioning units lower energy consumption of Torium. Recycled local materials accounting for 37% of construction cost were used to reduce the consumption of natural resources at Torium where CFC greenhouse gases damaging the ozone layer are not used in the cooling system.

View of Torium Shopping Center

View of open shopping area View from snowpark

Gross leasable and sellable areas of the Torium Property are summarized in the table below.

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Project Components Construction Areas (m2)

Residential Area 8,942 Torunlar's Share 5,723

Landowner's Share 3,219 Retail Area

GLA - Torunlar's Share 89,439 GLA - Landowner's Share 2,327

Common Areas 37,239 Technical Areas 9,255

Storage Areas 2,496 Closed Car Park Area 85,278 Total Closed Area 237,335 Open Car Park Area 17,504 Terrace 5,983 Total Construction Area 260,822 Total Retail GLA (excl. storage & additional areas) 91,766 Total Saleable Residential Area 8,310 Total Common, Technical & Car park Area 155,259 Total Car park Capacity 2,126 cars

C. Legal Description of the Property

1. Deed Registry Records Title deed information of the Property is as follows: Province : İstanbul District : Esenyurt Village : Esenyurt Block No : 2618 Lot No : 18 Land Area : 44,571.28 sq m Type : Land Land Share : 2149519 / 2228569 (42,990.34 sq m) Owner : Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş.

(Exhibit 1) The land shares of the owners are provided in the table below; Owner Land Share Mehmet Akdeniz : Ahmet Oğlu 79050 / 2228569 Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş. 2149519 / 2228569

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2. Encumbrances & Annotations

• There is an easement on behalf of TEİAŞ (Turkish Electricity

Transmission Company) on 6,187 sq m land area starting from 29.05.1998, with document number 1003.

• There is an easement on behalf of TEİAŞ (Turkish Electricity

Transmission Company) on the following lands; 285 sq m, 145 sq m, 315 sq m, starting from 18.10.2000, with document number 8731.

• There is a lease annotation on behalf of TEDAŞ (Turkish Electricity Distribution Corp.) for 99 years, starting from 10.03.2010, and the annual lease amount is 1 TL, dated on 15.03.2010 with document no. 2843.

• The encumbrance on the property is given in the table below:

Holder of the

right Type Date Number Term Amount

Interest Rate

Degree

Türkiye İş Bankası A.Ş.

Mortgage 14.10.2009 27323 Until release

120,000,000 USD

6.5% Variable

1st

The mortgage is on the 2149519/2228569 land share, which is owned by Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş.

3. Construction Permit

Construction permit of the property was issued on 25.02.2010 by Esenyurt Municipality. (Exhibit 2)

4. Occupancy Permit

Occupancy permit of the property was issued on 27.10.2010 by Esenyurt Municipality. (Exhibit 3)

5. Zoning

The property is in the regulation zone of Esenyurt Municipality. Based on the 1/1000 scale Esenyurt revision zoning application plan, the zoning guidelines of the Property are as follows; Use Commercial and Service Area FAR (Floor Area Ratio) 1.75 Maximum Building Height 15.50 m

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VII. VALUATION

A. Comments / Explanation / Methodology Market Value of the Property is estimated with Income Capitalization Approach to Valuation – Discounted Cash Flow Method (DCF). Income capitalization approach measures the present value of the future benefits of property ownership. Income streams are converted into a present value estimate through discounting (“discounted cash flow analysis”). DCF analysis has been carried out for 10 years of holding period followed by capitalization of the estimated net operating income at the point of expected reversion. We have assumed the sale of the Property at the end of the 10th year, based on capitalization assumed to be applicable at that point in time, to the next year’s revenues. We have not assumed a resale commission at the end of the holding period. Market value of the residential and retail areas are calculated separately, and remaining construction costs (if any) are added to the valuation. Torunlar has %64 of the saleable residential areas, which is 5,723 sq m. The remaining residential area is owned by the other landowner. Calculating the market value of the shopping center GLA, shop mix, and signed lease agreement that are provided by the client, as well as non-recoverable costs, vacancies, etc. are taken into the model. 2 stores, having 2,327 sq m of GLA is owned by the other Landowner. Based on the agreement btw the other Landowner and Torunlar, 75% of the rental revenues of these stores will be paid to Torunlar for 20 years. In the valuation only Torunlar’s shares are considered. Completion dates of the components are as follows;

Uses Completion Date Retail 01.10.2010 Residential Q2 2011

The calculated values have been discounted to December 31, 2011, date of the valuation.

B. Assumptions and Input Variables - Retail

In arriving at our opinion of Market Value of the Property we have adopted the following main input variables:

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1. Gross Leasable Area (GLA) & Unit Rents

Total GLA of the Shopping Center is 91,766 sq m, excluding storage areas and additional open rental areas.

Categories GLA (m2) Hypermarket, Electronic Market, Department Store 19,256 Entertainment 10,802 Anchor Stores (2,800 - 1,000 m2) 11,312 Medium Size Stores (MSU; 999-100 m2) 21,711 Restaurant Cafes (765 - 150 m2) 3,627 Restaurant Cafes (< 150 m2) 364 Small Stores (< 100 m2) 1,340 Leased Area as of December 2011 85,418 Vacant Stores 6,348 Total 91,766

2. Rent Escalation

According the signed contracts, annual rental increase is determined according to the Euro-zone Harmonized Indices Consumer Prices, HICPS – All Items, and shall not be lower than 3%. We have applied 3% annual increase rate.

3. Vacant Stores & Space Absorption

6,348 sq m of gross leasable area is vacant, as of December 2011. Vacancy rate corresponds to 6.9% of the total GLA. It is assumed that the vacant shops will be leased in the next quarters as follows; Space Absorptions

Terms Q2-2012 O3-2012 O4-2012 O1-2013 Total

Vacant Stores (m2) 1,587 1,587 1,587 1,587 6,348

Absorption Ratio (%)

25% 25% 25% 25% 100%

The average unit lease rents are estimated as US$ 25/m2/mth for vacant stores, and 3% annual increase rate is applied.

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4. General Vacancy

The general vacancy is assumed to be 2% of Potential Gross Revenues. If the vacant space exceeds the minimum required vacancy allowance, the valuation model will not impute an additional general vacancy allowance to prevent double counting in the cash flow. Hypermarket, electronic market and department store are exempt from the general vacancy calculation.

5. Other Revenues

The other revenue generating areas of the shopping center is turnover rents, storage areas, ATMs, GSM base stations, and stands.

Considering the realized turnover rents of Torium Shopping Center, as well as Torunlar’s other up and operating shopping centers, we have estimated 11% of Base Rental Revenue in the first year of valuation. Due to the base rental discounts, we expect higher turnover rents in the first year of cash flow. For the remaining years, considering shop mix, tenants and location of Torium Shopping Center, as well as the market practice, we have estimated 5% of Base Rental Revenues as turnover rents. Based on the information provided by the client, rental revenues from storage and additional areas are calculated as follows.

Other Areas Rental Value

(US $) Period

Annual Increase

Rate Stands $31,204.31 Monthly 3% Storage Areas $6,437.95 Monthly 3% Base Stations $30,000.00 Annually 3% ATMs $51,465.28 Annually 3% Advertisement Revenues $16,800.00 Annually 3%

6. Recoverable Expenses Common area expenses (energy, water, gas, security, etc.) and facility management expenses (maintenance and repair, advertising, marketing, cleaning, personnel expenses, etc.) are paid by the tenants. Therefore, these costs are not included in the cash flow.

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7. Non- Recoverable Expenses

• Property Tax Total property tax for 2012 is 312,564.13 TL/ year.

Total Tax for 2012 (TL) Total Tax for 2012 (US$)

312,564.13 TL US$ 164,680.78 The property taxes are payable into two equal installments during the year. The first payment is paid on May and the second one is paid on November. 4% annual increase rate is applied for the prospective years. • Insurance Premiums Insurance premiums is estimated as 1% of rental revenues of the shopping center, and annually increased by 3%. • The Owner’s CAM Expenditures Based on the information provided by the client, the Common Area and Maintenance (CAM) Expenses is estimated as 1.5% of base rental revenues of the shopping center.

8. Replacement Allowances

2% of annual rent revenue is reserved for replacement allowance in the cash flow, starting from the 5th year of operation.

9. VAT and Corporate Tax

The figures provided in this study do not include VAT and corporate tax.

10. Deed Transaction & Brokerage Fee It is assumed that the property will be sold at the end of the 10 year holding period. We included 1.65% deed transaction fee and 0.2% brokerage fee as sale commission to calculate the net terminal value (Net cash flow from sale).

11. Market Capitalization Rate at Reversion – Terminal Value

The capitalization rate expresses the relation between annual net operating income produced by the property and its sales price.

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Capitalization rate is estimated as 8% for the terminal value projections of retail center at the end of the 10 year holding period.

12. Discount Rate The discount rate indicates the required return on investment assumed for a project by a typical investor. The present value of the expected cash flows is calculated by discounting the income expected to be generated by this rate. The discount rate reflects the risk free return of capital and a margin for the risks associated with a given market and the project.

Considering the economic conditions, competition, tenants, shop mix and size as well as location of the property, we have estimated the discount rate as 9.00% in the cash flow. (Exhibits 4-6)

C. Assumptions and Input Variables - Residential

In arriving at our opinion of Market Value of the Property we have adopted the following main input variables:

1. Residential Area and Sharing The total residential sale area of the Torunlar’s share is 5,723 sq m. In the project, Torunlar’s share corresponds to %64 of the total residential area. 36% of the residential area is owned by the landowner.

Residential Area Saleable Area (m2)

Torunlar's Share 5,723 Landowner's Share 3,219

Total 8,942

2. Construction Cost Based on the information provided by the client, construction of the residential areas were completed.

3. Remaining Sale Area

Based on the information provided by the client, the remaining residential sale area is 5,377 sq m. Total number of residential units is 53 and 3 of these units have been sold as the date of valuation. Therefore, total number of remaining residential units is 50.

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4. Estimated Sale Schedule The client planned to sale residential units, after the shopping center starts operating. We have estimated the sales schedule as follows.

Year 2012 - 1st Half 2012 - 2nd Half Total

Term Jan - Mar 12 Apr - Jun 12 Jul - Sep 12 Oct - Dec 12 Percentage of Residential Area Sold (%) 0% 22% 48% 30% 100% Estimated Residential Area Sold (sqm) 0 1,183 2,581 1,613 5,377

5. Unit Sale Price Based on our market research of the current asking unit sale prices of the comparable residential projects in İstanbul, we have estimated the average unit sale price as US$ 900/ sq m.

6. Marketing and Advertisement Costs Marketing costs for residence sales are estimated as 3.65% of total sales volume. 1.65% of total sales is deed transfer fee and the remaining is for commission, marketing and advertisement costs.

7. VAT and Corporate Tax

The figures provided in this study do not include VAT and corporate tax.

8. Discount Rate The discount rate indicates the required return on investment assumed for a project by a typical investor. The present value of the expected cash flows is calculated by discounting the income expected to be generated by this rate. The discount rate reflects the risk free return of capital and a margin for the risks associated with a given market and the project.

Therefore, considering risk factors related to the residential sales as well as the market risks, we have estimated the discount rate as annually 15% (equals to quarterly 3.6%) in the cash flow. (Exhibit 7)

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D. Valuation Conclusion

Having regard to the above factors and assumptions, we are of the opinion that the Market Value of the Torium Project, which indicates the Torunlar’s share, is as follows.

Torium Market Value (US$) Retail Component $282,613,936 Residential Component $4,188,256 Total $286,802,192

USD 287,000,000 (rounded) (Two hundred eighty seven million US Dollars) based on Discounted Cash Flow Approach.

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VIII. TERMS AND CONDITIONS

A. Valuation Terms and Conditions

These are the general terms, conditions and assumptions upon which our valuations and reports are normally prepared. They apply to the valuations contained in this Report unless we have specifically mentioned otherwise elsewhere in this Report. In the event that any of these assumptions prove to be incorrect then our valuations should be reviewed.

B. Title

We have had access to copy of the title deeds of the property. Where a Certificate of Title has been made available to us by the client, we have reflected its contents in our valuations. We have not observed the presence of mortgage records at the related Deed Office. Latest record summary issued by the Deed Registrar’s Office was provided by Torunlar GYO. In addition, we have relied on copies of other documentation made available to us (e.g. site plans, floor plans and areas) and have assumed that such copies are both accurate and valid and that there have been no material changes since these documents were issued.

C. Environmental Matters

No investigations have been carried out to establish the presence of deleterious materials on or near the Property, and for the purposes of our report we have assumed that no such materials are present. However, should it be established subsequently that contamination, seepage or pollution exists at the Property, or on any neighboring land, or that the property has been, is, or will be put to a contaminative use, our conclusions, including our valuation, may be significantly affected.

D. Statutory Requirements and Planning

Verbal or written enquiries have been made of the relevant planning authorities as to the possibility of highway improvement proposals, comprehensive development schemes and other ancillary planning matters that could affect property value. The results of our enquiries have been included in the relevant parts of our Report.

Unless our enquiries have revealed the contrary, it has been further assumed that the existing use of the Property is duly authorized or established and that no adverse planning condition or restriction applies.

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We would draw your attention to the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches.

E. Information

We have assumed that the information that the landlord and your/their respective professional advisers/employees have supplied to us in respect of the properties are both full and correct.

It follows that we have assumed that details of all matters likely to affect value within your/their collective knowledge have been made available to us and that the information is up to date.

F. Legal Issues

Legal issues, and in particular the interpretation of matters relating to title may have a significant bearing on the value of an interest in properties. Where we have expressed an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer. In these circumstances, we accept no responsibility or liability for the true interpretation of the legal position of the client or other parties in respect of the valuation of the Properties.

G. Date of Valuation and Current Market Conditions

All conclusions reached are as reasonably could be expected given today’s market conditions and are valid as at the date of valuation only. We would make the very important observation that real estate markets are dynamic and subject to fluctuations. We accept no responsibility for legal, economic, financial or other changes after the date of our valuation which may impact either on the real estate market or on investor motivations.

H. Disposal Rights

We have assumed that the owner of the Properties has full and unhindered rights to dispose of its interest in the related Property.

I. Infrastructure

In carrying out this valuation report we have stated the available infrastructure.

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J. Road Proposals

Unless we have commented to the contrary, we have assumed that no proposed road schemes shall adversely or beneficially affect the Property.

K. Surveys

We have not carried out any geological, archaeological or soil surveys of the Property. We have assumed that the Properties contains no inherent or unforeseen defects or contaminative substances; that there are no unusual soil conditions which may hinder re-development or use of the Property; that the load bearing qualities of the site are sufficient to support the building(s) thereon, or proposed to be built thereon; and that no harmful or dangerous materials are present in, on, under, or near the Property. If the Property is subject to any legal burden, which has not been disclosed to us, then we reserve the right to amend our valuation.

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IX. REFERENCES & EXHIBITS Mr. Emre Torun Torunlar Group of Companies Member of the Board Tel : (216) 425 0328 Mr. Serdar Çavlı Accounting Manager Torium Shopping Center Tel :(212) 699 9050 DTZ Pamir & Soyuer Database

Sources of demographic and economic information:

• State Planning Organization (SPO) • Central Bank of Republic of Turkey (CBRT) • Turkish Statistical Institute (TURKSTAT) • Banking Regulation and Supervision Agency (BRSA)

36

TITLE DEED

Exhibit 1

37

CONSTRUCTION PERMIT

Exhibit 2

38

OCCUPANCY PERMIT

Exhibit 3

39

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Y ear 9 Year 10 Year 11For the Years Ending Dec-2012 Dec-2013 Dec-2014 Dec-2015 Dec-2016 Dec-2017 Dec-2018 Dec-2019 De c-2020 Dec-2021 Dec-2022

___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Potential Gross Revenue Base Rental Revenue $16,866,241 $18,882,589 $19,885,285 $20,481,844 $21,096,300 $21,729,185 $22,381,063 $23,052,496 $23,744,071 $24,456,394 $25,190,086 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Scheduled Base Rental Revenue 16,866,241 18,882,589 19,885,285 20,481,844 21,096,300 21,729,185 22,381,063 23,052,496 23,744,071 24,456,394 25,190,086 Stand Revenues 374,452 385,685 397,256 409,174 421,449 434,092 447,115 460,528 474,344 488,575 503,232 Storage Revenues 77,255 79,573 81,960 84,419 86,952 89,560 92,247 95,014 97,865 100,801 103,825 GSM Base Station Revenues 30,000 30,900 31,827 32,782 33,765 34,778 35,822 36,896 38,003 39,143 40,317 ATMs Revenues 51,465 53,009 54,600 56,238 57,925 59,662 61,452 63,296 65,195 67,151 69,165 Turnover Rent - 1st & 2nd year 1,855,287 2,077,085 181,080 Turnover Rent - Remaining Year 994,264 1,024,092 1,054,815 1,086,459 1,119,053 1,152,625 1,187,204 1,222,820 1,259,504 Advertisement Revenues 16,800 17,304 17,823 18,358 18,909 19,476 20,060 20,662 21,282 21,920 22,578

Total Potential Gross Revenue 19,271,500 21,526,145 21,644,095 22,106,907 22,770,115 23,453,212 24,156,812 24,881,517 25,627,964 26,396,804 27,188,707 General Vacancy (341,946) (385,286) (385,871) (393,717) (405,529) (417,695) (430,226) (443,132) (456,426) (470,119) (484,223) ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Effective Gross Revenue 18,929,554 21,140,859 21,258,224 21,713,190 22,364,586 23,035,517 23,726,586 24,438,385 25,171,538 25,926,685 26,704,484

___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Operating Expenses Property Taxes 164,680 171,267 178,118 185,243 192,652 200,358 208,373 216,708 225,376 234,391 243,767 Insurance Premiums 168,662 188,826 198,853 204,818 210,963 217,292 223,811 230,525 237,441 244,564 251,901 Ow ner's CAM Expenditures 252,994 283,239 298,279 307,228 316,444 325,938 335,716 345,787 356,161 366,846 377,851 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Total Operating Expenses 586,336 643,332 675,250 697,289 720,059 743,588 767,900 793,020 818,978 845,801 873,519

___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Net Operating Income 18,343,218 20,497,527 20,582,974 21,015,901 21,644,527 22,291,929 22,958,686 23,645,365 24,352,560 25,080,884 25,830,965 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Leasing & Capital Costs Replacement Allow ances 112,153 455,402 469,064 483,136 497,630 512,559 527,936 543,774 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Total Leasing & Capital Costs 112,153 455,402 469,064 483,136 497,630 512,559 527,936 543,774 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________Cash Flow Before Debt Service $18,343,218 $20,497,527 $20,582,974 $20,903,748 $21,189,125 $21,822,865 $22,475,550 $23,147,735 $23,840,001 $24,552,948 $25,287,191& Taxes =========== =========== =========== =========== =========== =========== =========== =========== =========== =========== ===========

Schedule Of Prospective Cash Flow

Torium Shopping Center

Esenyurt, İstanbul

Exhibit 4

40

Torium Shopping CenterEsenyurt, İstanbul

Prospective Present ValueCash Flow Before Debt Service plus Property Resale

Discounted Annually (Midpoint on Cash Flow & Resale) over a 10-Year Period

For the P.V. ofAnalysis Year Annual Cash Flow Period Ending Cash Flow @ 9.00%________ ________ ___________ ___________

Year 1 Dec-2012 $18,343,218 $17,569,616 Year 2 Dec-2013 20,497,527 18,011,991 Year 3 Dec-2014 20,582,974 16,593,649 Year 4 Dec-2015 20,903,748 15,460,780 Year 5 Dec-2016 21,189,125 14,377,845 Year 6 Dec-2017 21,822,865 13,585,199 Year 7 Dec-2018 22,475,550 12,836,248 Year 8 Dec-2019 23,147,735 12,128,575 Year 9 Dec-2020 23,840,001 11,459,905 Year 10 Dec-2021 24,552,948 10,828,092

___________ ___________ Total Cash Flow 217,355,691 142,851,900 Property Resale @ 8% Cap Rate 316,913,652 139,762,036

___________ Total Property Present Value $282,613,936

===========

Rounded to Thousands $282,614,000 ===========

Exhibit 5

41

Torium Shopping CenterEsenyurt, İstanbul

Property Summary Report

Timing & Inflation Reporting Period: 1 January, 2012 to 31 December, 2021; 10 years

Property Size & Occupancy Property Size: 91,766 Square Meters Total Occupied Area: 85,418.36 Square Meters, 93.08%, during first month of analysis

Space Absorption Vacant Areas 6,348.00 Square Meters, leasing from 6/12 to 3/13

1 lease per quarter, 1,587.00 SqM per lease

General Vacancy Method: Percent of Potential Gross Revenue Rate: 2.00% Based On: Tenant Groups

Property Purchase & Resale Resale Method: Capitalize Net Operating Income Cap Rate: 8.00% Cap Year: Year 11 Commission/Closing Cost: $5,973,411 Net Cash Flow from Sale: $316,913,652

Present Value Discounting Discount Method: Annually (Midpoint on Cash Flow & Resale) Unleveraged Discount Rate: 9.00% Unleveraged Present Value: $282,613,936 at 9.00%

Exhibit 6

42

Residential Sale RevenuesTotal Residential Sale Area 8,942 m²

Torunlar's Share 64%Gross Residential Sale Area - Torunlar's Share 5,723 m²Remaining Residential Sale Area 5,377 m²

Estimated Sales & Payment Program TotalEstimated Sales Program Term Jan - Mar 12 Apr - Jun 12 Jul - Sep 12 Oct - Dec 12Percentage of Residential Area Sold (%) 0% 22% 48% 30% 100%Estimated Residential Area Sold (sqm) 0 1,183 2,581 1,613 5,377

Average Unit Sale Price (US$/sqm) $900

Term Jan - Mar 12 Apr - Jun 12 Jul - Sep 12 Oct - Dec 12 Total

Residential Sale Revenues $0 $1,064,646 $2,322,864 $1,451,790 $4,839,300Marketing and Advertisement Costs $0 $38,860 $84,785 $52,990 $176,634

of total rev @ 3.65%

Net Residential Sale Revenues $0 $1,025,786 $2,238,079 $1,398,800 $4,662,666

quarterly discounted @ 3.6% annual discount rate @ 15%

NPV of Estimated Net Revenues $4,188,256

TORIUM RESIDENTIAL PROJECT Marketing Program / Residential Sale Revenues

2012 - 1st Half 2012 - 2nd Half

Exhibit 7