Maltepe Lands Valuation Report” Has Been Prepared by DTZ Pamir & Soyuer, As Requested by Torunlar Gayrimenkul Yatırım Ortaklığı A.Ş

TORUNLAR GYO A.Ş.

MALTEPE

LANDS

VALUATION REPORT

PAMİR VE SOYUER GAYRİMENKUL DANIŞMANLIK A.Ş.

31 DECEMBER 2011

This Report titled “Maltepe Lands Valuation Report” 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 34349

Phone : +90 (212) 231 5530 Fax : +90 (212) 231 5820 E-mail : [email protected]

Executives contacted for the purposes of this Report are:

Prepared By

Hazal Seher Özkan Bali, CMB Licensed Valuer Analyst, Advisory Services

Reviewed By:

Firuz Soyuer MBA, MRICS Managing Partner

We do not guarantee the fulfillment 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 The report may not be published, reproduced or quoted in part or in whole, nor may it be used as a basis for any contract, prospectus, agreement or other document without our prior written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.

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 ...... 3 F. ASSUMPTIONS AND SOURCES OF INFORMATION ...... 5 G. HIGHEST AND BEST USE ASSESSMENT ...... 5 H. APPROACH & METHOD ...... 6 I. DATE OF VALUATION...... 6 J. CURRENCY RATES ...... 6 III. TURKEY GENERAL INFORMATION ...... 7 A. GENERAL OVERVIEW ...... 7 B. DEMOGRAPHY ...... 7 C. ECONOMIC OVERVIEW ...... 8 IV. İSTANBUL OVERVIEW ...... 10 A. GENERAL OVERVIEW ...... 10 B. POPULATION ...... 10 C. TRANSPORTATION ...... 11 D. ECONOMY ...... 13 V. İSTANBUL RESIDENTIAL MARKET ...... 15 A. DEMAND ...... 15 B. SUPPLY ...... 16 C. MAJOR DEVELOPMENT AREAS AND RESIDENTIAL TRENDS ...... 18 D. MALTEPE & RESIDENTIAL DEVELOPMENTS IN THE AREA ...... 19 E. COMPETITIVE DEVELOPMENTS IN THE SUBJECT AREA ...... 20 1. DAP Burgu Towers ...... 20 2. DAP Royal Centre ...... 20 3. Nish Adalar ...... 21 4. Dumankaya Ritim ...... 22 5. Deluxia Dragos ...... 23 VI. MALTEPE LANDS ...... 25 A. LOCATION, ACCESS AND ENVIRONS ...... 25 B. GENERAL DESCRIPTION AND CURRENT USE OF THE PROPERTIES ...... 27 C. LEGAL DESCRIPTION ...... 29 1. Deed Registry Records ...... 29 2. Encumbrance ...... 30 3. Zoning ...... 31 VII. VALUATION ...... 32 A. RESIDENTIAL PARCELS (246, 247, 248, 253, 366, 367, 368, 369 AND 370) ...... 32 1. Sales Comparison Approach ...... 32 2. Income Capitalization Approach ...... 34 3. Land Value Conclusion ...... 36 B. SOCIAL AND CULTURAL FACILITIES PARCELS ( 371, 376 AND 377) ...... 37

VIII. TERMS AND CONDITIONS ...... 39 A. VALUATION TERMS AND CONDITIONS ...... 39 B. TITLE ...... 39 C. ENVIRONMENTAL MATTERS ...... 39 D. STATUTORY REQUIREMENTS AND PLANNING ...... 39 E. INFORMATION ...... 40 F. LEGAL ISSUES ...... 40 G. DATE OF VALUATION AND CURRENT MARKET CONDITIONS ...... 40 H. DISPOSAL RIGHTS ...... 40 I. INFRASTRUCTURE ...... 40 J. ROAD PROPOSALS ...... 40 K. SURVEYS ...... 41 IX. REFERENCES & EXHIBITS ...... 42

I. EXECUTIVE SUMMARY

We herewith submit our Valuation Report pertaining to the Maltepe Properties (the “Properties”) located in Maltepe, İstanbul.

We have inspected the Properties and analyzed the market conditions in the related area. Our report has been prepared in accordance with RICS (Royal Institute of Chartered Surveyors) standards.

Properties Type Land ½ Land Share Torunlar Gayrimenkul Yatırım A.Ş. Owner of Records ¼ Land Share Kapıcıoğlu İnşaat Sanayi ve Tic. A.Ş. ¼ Land Share Renk Yol İnşaat Sanayi Limited Şirketi. Deed Record Province İstanbul District Maltepe Village Maltepe Locality Karatepe

Plate Block Parcel Area, sq m 25 251 246 285 sq m 25 251 247 302 sq m 25 251 248 306 sq m 25 251 253 3,174 sq m 25 251 366 723 sq m 25 251 367 1,327 sq m 25 251 368 1,191 sq m 25 251 369 893 sq m 25 251 370 1,392 sq m 25 251 371 656 sq m 25 251 376 2,228 sq m 25 251 377 1,486 sq m Total 13,963 sq m

Zoning Parcel 246, 247, 248, 253, 366, 367, 368, 369 and 370 are designated as “Residential Area” FAR : 1,50 FPAR : 0.20- 0.40

Parcel 371, 376 and 377 are designated as “Social and Cultural Facilities Area” Social and Cultural facilities area will be expropriated by Municipality of Maltepe.

Based on the available data and market information, together with our analysis and experience in the İstanbul real estate market, our opinion of value of the Torunlar GYO’s share (1/2) of Maltepe Lands are;

Residential Parcels (246, 247, 248, 253, 366, 367, 368, 369 and 370)

USD 7,000,000 (rounded) (Seven million US Dollars)

Social and Cultural Facilities Parcels ( 371, 376 and 377)

USD 3,200,000 (rounded) (Three million and two hundred thousand US Dollars)

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.

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 properties located in Karatepe Quarter of Maltepe 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 subject properties.

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).

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:

2. Market Value

The bases of valuation are as follows:

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

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 Properties 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 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 residential use is the highest and best use of the Property, and is in accordance with the zoning of the Property.

H. Approach & Method

Income Capitalization Approach – DCF Method and Sales Comparison Approach have been used in Maltepe Land.

I. Date of Valuation

The date of valuation is 31 December 2010.

J. Currency 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

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 of the Turkish Straits that link the Black Sea and Aegean Sea. Turkey is bordered by Greece and Bulgaria to the west, Syria and Iraq to the south, the Black Sea to the north and Iran, and Armenia and Georgia to the east. The total area of the country is 814,578 sqkm. 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.

C. Economic Overview

Turkish GDP grew 5.2% in the last period, and reached US$ 772 billion with 8.5% annual growth in 2011 (Figure 2). 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

growth rate (%) 12.0%

10.0%

8.0%

6.0%

4.0%

2.0%

0.0% 2005 2006 2007 2008 2009 2010 2011 2012E -2.0%

-4.0%

-6.0% 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.

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

IV. İSTANBUL OVERVIEW

A. General 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 13.6 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.

B. 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.

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

C. 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.

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.

Length Passenger Railway System Type (km) 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  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)

D. 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.

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.

V. İSTANBUL RESIDENTIAL MARKET

A. Demand

İstanbul is the largest city in Turkey with a population of approximately 13 million. The population of İstanbul has grown approximately 12 times in the last 80 years and reached to 10,018,735 in 2000. According to the Address Based Population Registration System (ADNKS) 2011 population in İstanbul is 13,624,240. The annual population growth rate is 2.74 %. İstanbul has the highest population density with 2,458 person/sq km in Turkey.

The population of İstanbul continuously increased in 1927-2000 period. A rapid population growth was observed after 1950 due to migration from other cities. The annual population growth rate has taken its highest value with 5.49% in the 1965-1970 period. It was 3.3% in the 1990-2000 period.

İstanbul: Population growth Population Growth 16 6% 14 5% 12 10 4% 8 3% 6 2% 4

Population (million) 2 1% 0 0% Annual Growth Annual Growth Rate (%) 1950 1955 1960 1965 1970 1975 1980 1985 1990 2000 2010 2011

Source: TURKSTAT

The share of the population living in the urban areas in İstanbul has been quite above the average of country. Approximately, 99% of the population lives in the urban areas.

According to 2000 Census, total number of households was around 2.5 million in İstanbul. The average size of households in İstanbul has decreased. While the average size of households was 4.9 in 1955, it decreased to 3.9 in 2000. It is estimated that number of household have further decreased as of 2010 to 3.6.

İstanbul: household characteristics

3,000 6 4.88 4.69 4.46 4.52 2,500 4.39 5 3.93 2,000 4 3.6 1,500 3

1,000 2 Number of Household ('000)

500 1 Average Household Size

0 0 1970 1975 1980 1985 1990 2000 2010 (E)

Source: TURKSTAT

İstanbul has a very young population. The ratio of age group with ages between 20 and 64 equals to 63% of the total population. People over 65 equal only to 5.5% of the total population.

İstanbul: Household characteristics Population in İstanbul (by age group) 2.500 25% 19,0% 2.000 18,2% 20% 16,0% 16,0% 13,3% 1.500 15% 8,9% 1.000 10% 4,8% 500 3,5% 5%

0 0% Percentage (%) Population ('000) 0-9 10_1920-29 30-39 40-49 50-59 60-69 70+

Source: TURKSTAT

B. Supply

According to the last Building Count in 2000, total residential supply was approximately 128 million sq m and the number of dwelling units was approximately 3.4 million in İstanbul. The number of dwelling units increased 146% between the 1984 - 2000 periods. Although, it has started to observe a significant increase in construction permits, especially after 2004, no significant change has seen in occupancy permits.

The gap between construction and occupancy permit can be explained that the construction works is started before getting construction permits, as a common practice. Therefore, unauthorized building stock makes harder to estimate total residential stock or new supply.

Completed / Partially Completed New Buildings (According to construction / occupancy permits) Construction / Occupancy permits in İstanbul (2000 – 2010) 24 160 22 140 20 18 120 16 100

14 000) 12 80 10 60 8 6 40 No of Dwelling (' Dwelling of No 4

Total floor area sq m) area floor (million Total 20 2 0 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Total floor area (construction permit) Total floor area (occupancy permit) No of Dwellings (construction permit) No of Dwellings (occupancy permit) Source : TURKSTAT

As illustrated in the figure above, the peak supply in residential market was realized in 2007, with 22 million sq m of total residential area. The total floor area, having construction permit decreased 14 million sq m in 2009, and it recovered in 2010 and reached to 18 million sq m. As parallel to this information, number of dwellings, having construction permits decreased from 105,000 in 2009 and increased to 131,000 as the end of 2010.

Based on the official data, it is estimated that total residential stock is around 3.6 million, as the end of 2010 and it is expected to reach 4 million by 2015, considering number of dwellings having construction permit.

Key Indicators – İstanbul Residential Market 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2015 Stock 3,393 3,405 3,417 3,427 3,437 3,448 3,459 3,497 3,524 3,523 3,578 4,112 (units ‘000) New Supply 12 12 10 10 11 11 16 22 26 55 54 480 (units ‘000) Source: Data is compiled from TURKSTAT. Note: (*): 2000 data is provided by 2000 Building Count. Data series between 2001 and 2015 are estimated based on the construction/occupancy permit data by TURKSTAT which is published annually.

C. Major Development Areas and Residential Trends

The residential market of İstanbul is generally characterized by multi-owner apartment buildings that can be seen in all residential areas of the city in various qualities.

The upscale residential areas on the European Side are Nişantaşı, Etiler, Akatlar and Levent. Arnavutköy, Bebek, İstinye and Yeniköy are the most valuable residential regions in the European Side Bosphorus Area. Water side villas (“Yalı”) which line up the Bosphorus are among the most expensive real estates of İstanbul. Some of these Yalı’s are historical buildings dating back to the 17th Century. No new developments are permitted within the Bosphorus Area, therefore supply is very limited.

The upscale residential areas of the Asian Side are Moda, Kalamış and Fenerbahçe on the sea coast and Caddebostan, Göztepe, Erenköy and Suadiye along the Bağdat Street, which is one of the major high streets of the city.

Although, the Asian Side is mostly residential, due to the earthquake of 1999 and traffic problems that occur in peak hours on the bridges, the European Side is more valuable in terms of housing. Besides, the primary value added of the European Side is the presence of the main Central Business District (CBD); Şişli, Levent and Maslak Regions.

There always will be demand for proper housing in İstanbul due to increasing population and the need for relocation to better environments. Earthquake risk is a major issue in the residential real estate market; therefore there is a tendency to relocate to locations, having solid ground formations.

Also, escalation of land values makes it very difficult to provide affordable housing to most of the buyers in the market within metropolitan İstanbul. Therefore, developers are being forced to develop housing projects in suburban areas of İstanbul, where land prices are more affordable.

Recent trends dominating the İstanbul residential market are master planned developments such as gated communities for high-income groups, high-density developments for middle income groups and mass housing developments for low-income groups in the peripheral areas along with up-scale metropolitan residences in central areas.

D. Maltepe & Residential Developments in the Area

Maltepe is located between Kadıköy and Kartal on the Marmara Sea, which consists of mainly residential uses. Maltepe is one of the oldest quarters of Istanbul. The population grew rapidly from the 70's onwards when, following the building of the Bosphorus Bridge, it became possible to commute from here to the city.

Maltepe District is comprised of 18 neighbourhoods; encompassing 53.06 hectare land and is located in the eastern section of İstanbul.

According to address based population census in 2010 and 2011, populations of Maltepe are as below;

Year Population Increase, % 2010 438,257 2011 452,099 3.1 %

E-5 Highway, Kartal Courtyard and Kartal Urban Regeneration project have played a key role in the development of the district. Maltepe has experienced rapid growth within the past years, and this growth is expected to continue into the future.

DAP Burgu Tower, DAP Royal Center, Nish Adalar, Dumankaya Vizyon, Dumankaya Ritim and Deluxia Dragos high-end residential projects are located in Maltepe.

E. Competitive Developments in the Subject Area

Residential developments around the area of Torunlar Property are detailed as below.

1. DAP Burgu Towers

Burgu Towers is developed by DAP Construction Company, in Maltepe. The development consists of 246 units.

The units range between 36 sq m and 103 sq m in size, with one bedroom to 2 bedrooms. The development offers recreational areas, sports fields, open and closed swimming pools.

Marketing of the units has started in March 2011 and since then 90% of the units have been sold. The development is planned for completion in January, 2014.

The unit price range in Burgu Towers is between US$ 2,660 /sq m and US$ 2,970/sq m. Prices are exclusive of VAT.

2. DAP Royal Centre

Royal Center is developed by DAP Construction Company, in Maltepe, on the E-5 Highway. The development, comprise of totally 210 residential units.

The gross closed areas of residential units range between 62 sq m and 260 sq m, with one bedroom to four bedrooms options.

The unit sales prices range between US$ 2,700/sq m and US$ 2,763/sq m. Prices are exclusive of VAT.

3. Nish Adalar

Nish Adalar is being developed by Kiptaş and Özyazıcı Construction Company. Located on 202,500 sq m of land, Nish Adalar comprises of 2,200 residential units.

Location : Başıbüyük / Maltepe Developer : Kiptaş & Özyağcılar Construction Start : 2009 Completion : 1st Phase June 2012 2nd Phase September 2012 3rd Phase December 2012 Total Number of Units : 2200 units Unit Size : 83 sqm to 195 sq m range Unit Type : One to four bedroom

Gross Area Asking Sale Price Unit Sale Price, Type (sq m) (VAT incl.) USD/sq m 1 Bedroom 83 $87,303 $1,052 1 Bedroom 83 $127,265 $1,533 2 Bedroom 123 $203,731 $1,656 2 Bedroom 114 $146,515 $1,285 2 Bedroom 114 $196,779 $1,726 2 Bedroom 154 $207,474 $1,347 2 Bedroom 154 $321,370 $2,087 3 Bedroom 195 $234,210 $1,201 3 Bedroom 195 $388,746 $1,994

The unit sales prices range between US$ 1,052/sq m and US$ 2,087/sq m.

4. Dumankaya Ritim

Dumankaya Ritim is being developing by Dumankaya Construction Company. Located on 33,875 sq m of land area, Dumankaya Ritim comprises of 2 residential towers.

Location : Maltepe E-5 Highway Developer : Dumankaya Construction Architect/s : DB Architecture

Construction Start : 2012 Completion : May 2014 Total Number of Units : 176 residential units

Gross Area Asking Sale Price Unit Sale Price, Type (sq m) (VAT incl.) USD/sq m 1 Bedroom 62 $129,618 $2,091 1 Bedroom 65 $142,039 $2,185 1 Bedroom 67 $146,360 $2,184 1 Bedroom 70 $158,782 $2,268 1 Bedroom 72 $163,102 $2,265 1 Bedroom 73 $162,562 $2,227 1 Bedroom 77 $163,102 $2,118 2 Bedroom 95 $203,608 $2,143 2 Bedroom 99 $201,987 $2,040 2 Bedroom 100 $212,249 $2,122 2 Bedroom 106 $245,733 $2,318 2 Bedroom 111 $245,193 $2,209 3 Bedroom 156 $334,846 $2,146 3 Bedroom 161 $328,905 $2,043 3 Bedroom 162 $353,748 $2,184

The unit sales prices range between US$ 2,040/sq m and US$ 2,318/sq m.

5. Deluxia Dragos

Deluxia Dragos is being developed by Teknikyapı Construction Company. Located on 10,000 sq m of land area, the development will consist of 500 residential units ranging between 33 sq m studio flats and 133 sq m three bedroom flats.

Location : Maltepe

Developer : Teknikyapı Construction Construction Start : 2012 Completion : November 2013 Total Number of Units : 500 residential units

Gross Area Asking Sale Price Unit Sale Price, Type (sq m) (VAT incl.) USD/sq m Studio 33 $80,201 $2,430 Studio 43 $114,604 $2,665 1 Bedroom 50 $108,717 $2,174 1 Bedroom 65 $186,973 $2,877 2 Bedroom 91 $178,008 $1,956 2 Bedroom 120 $362,443 $3,020 3 Bedroom 123 $255,239 $2,075 3 Bedroom 133 $388,151 $2,918

The unit sales prices range between US$ 1,956 /sq m and US$ 2,877/sqm.

VI. MALTEPE LANDS

A. Location, Access and Environs

The properties are located on Serap Avenue, in Maltepe on the Asian Side of İstanbul. The main access to the properties is provided by Bağdat Avenue which is one of the main arteries of Asian Side of Istanbul. The properties are also accessible by E-5 Highway via Atatürk Road, which connects Bağdat Avenue to E-5 Highway.

Subject Properties

≈ distance (km) Sabiha Gökçen International Airport 18.9 Centre of Kartal 8.7 Centre of Kadıköy 13.7 Marmara Sea 0.5 E-5 Highway 1.1 TEM (Trans European Motorway) 7.6 Bosphorus Bridge 16.0

Subject Properties

To the immediate east of the properties is the Maltepe Yüzevler Cemetery. The south and south-west of the properties are nearly all residential, dominated by multi - family houses.

Maltepe Carrefoursa, Nazmi Duhani Elementary School, DAP Burgu Tower, DAP Royal Center and Yaylada Shopping Mall are located in close vicinity of the property.

376 246 371 247 248 377 366 368 367 369 370

253

B. General Description and Current Use of the Properties

The Properties consist of twelve adjacent parcels with a total area of 13,963 sq m. The properties are surrounded with Oğuzhan Boulevard on the north, Güven Street on the south and Serap Street on the west.

Currently, parcel 376, 247 and 246 are vacant land. Ruinous buildings are situated on parcels 248, 253, 366, 367, 368, 369, 370, 371 and 377. None of the buildings are useable, and are in bad condition.

General views of the properties.

Cadastral Plan

C. Legal Description

1. Deed Registry Records

The legal definition of the Properties is as follows:

Items 12 3456789101112 13 14 Province İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul İstanbul District Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Village Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Maltepe Locality Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Karatepe Plan No 25 25 25 25 25 25 25 25 25 25 25 25 Block No 251 251 251 251 251 251 251 251 251 251 251 251 Lot No 371 370 369 368 367 366 253 247 246 377 276 248 Building with Type Land garden Land Land Land Land Land Land Land Land Land Three Storey Building Land Area 656 1,392 893 1,191 1,327 723 3,174 302 285 1,486 2,228 306 Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Torunlar Ownership GYO GYO GYO GYO GYO GYO GYO GYO GYO GYO GYO GYO GYO GYO Share 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 1/2 Independent Sections Number 12 3 Floor Ground 1st Floor 2nd Floor Land Share 306/612 153/512 153/612 (Exhibits 1 to 14 – Title Deed Documents)

2. Encumbrance

Based on the Maltepe Region Deed Office registers, there are no liens recorded on the Properties. Other declarations on the Properties are as follows; (Exhibits 14 to 28 – Encumbrance Documents)

Block 251, Lot 248 Perpetual right of access from Lot 255. ( Date of 1,2 and 3 commencement 01.01.1900 – Period - ) Independent Sections Block 251, Lot 253 Common Area; Istanbul province, Maltepe district, Maltepe Neighbourhood, Block 251 – Lot 254 and Block 251 – Lot 253 (Dated on 19.09.1956 / Numbered 3107)

Perpetual right of access from Lot 254. ( Date of commencement 19.09.1956 - Period: ) (Dated on 19.09.1956 / Numbered 3107)

Block 251, Lot 366 Perpetual right of access from Lot 255. ( Date of Block 251, Lot 367 commencement 01.01.1900 – Period - ) Block 251, Lot 368

Block 251, Lot 369 Perpetual right of access from Lot 254. ( Date of Block 251, Lot 370 commencement 04.11.1972 – Period - ) (Dated on 04.11.1972 / Numbered 8733)

Block 251, Lot 371 Perpetual right of access from Lot 255. ( Date of commencement 28.04.1976 – Period - ) (Dated on 28.04.1976 / Numbered 4290)

Block 251, Lot 376 Perpetual right of access from Lot 255. ( Date of commencement 04.01.1979 – Period - ) (Dated on 04.01.1979 / Numbered 50)

Block 251, Lot 377 Perpetual right of access from Lot 255. ( Date of commencement 04.01.1979 – Period - ) (Dated on 04.01.1979 / Numbered 50)

Annotation of seven car parking area (12.06.1985 – Y:3591)

3. Zoning

1/1000 scale “Maltepe – southern part of E-5 Highway” application plan has been approved by Maltepe Municipality dated on 26.02.2007 and 08.10.2010. Zoning of the properties are as follows;

Parcel 246, 247, 248, “ Residential Area” 253, 366, 367, 368, 369 and 370 (*)FAR 1.50 (above the ground) (**)FPAR 0.20 - 0.40 Parcel 371, 376 and “Social and Cultural Facilities Area” 377 Social and Cultural facilities area will be expropriated by Municipality of Maltepe.

(*) Floor Area Ratio, (**) Footprint Area Ratio

(Exhibit 29 – Zoning Plan)

VII. VALUATION

A. Residential Parcels (246, 247, 248, 253, 366, 367, 368, 369 and 370)

Market land value of the Maltepe properties is estimated by “sales comparison approach” and “income capitalization approach to valuation”.

Currently, ruinous buildings are located on the properties. To achieve the highest and best use of parcels (246, 247, 248, 253, 366, 367, 368, 369 and 370) the existing improvements have to be razed and removed. We assumed that the demolishing cost will be equal with the salvage value. Therefore, the properties are appraised as vacant land.

1. Sales Comparison Approach

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.

The adjusted unit land sales are concluded in the range of USD 1,103/sq m and USD 1,757/sq m.

The appraiser concluded a value estimation of USD 1,466 sq m based on sales comparison approach. As a result, sales comparison approach indication is as follows;

Adjusted Price per sq m, USD 1,466 Total Land Area, sq m 9,593 Value, USD 14,065,848 Torunlar’s Share 1/2 Sales Comparison Approach Indication, USD 7,032,924

SALES COMPARISON - LAND SALES ADJUSTMENT GRID Element Subject Comp. 1 Comp. 2 Comp. 3 Comp. 4 Comp. 5 Asking Price, USD 17,500,000 15,000,000 1,921,986 46,489,417 23,000,000 Area, sqm 9,593 15,000 6,500 640 26,611 15,000 Price per sq m, USD/sqm 1,167 2,308 3,003 1,747 1,533 Bargaining, % 10% 15% 10% 10% 10% Possible Transaction Price per sqm, USD/sqm 1,050 1,962 2,703 1,572 1,380

Location Feyzullah Feyzullah İdealtepe Adatepe Bağlarbaşı Zümrütevler Adjustment 0%-5% -10% 0% 0%

Residential Residential Residential Residential Commer.+ Res. Residential Zoning FAR:1.5 FAR:1.5 FAR:1.5 FAR:1.5 FAR:1.75 FAR:1.75 Adjustment 0%0% 0% -10% -10%

Size 9,593 15,0006,500 640 26,611 15,000 Adjustment 5%0% -5% 5% 5%

Sea View None None Semi Great None None Adjustment 0%-10% -20% 0% 0%

Net Adjustment, % 5% -15% -35% -5% -5% Final adjusted sale price per sqm, USD/sq m 1,466 1,103 1,667 1,757 1,494 1,311 Sale Comparison Approach Indication, USD 14,065,848

2. Income Capitalization Approach

Discounted cash flow analysis of Maltepe Properties has been based on various assumptions regarding a residential development. These assumptions include sale values, timing of revenues, construction costs, construction schedule, discount rates etc.

Development’s return is determined by “revenue share model” (hasılat paylaşımı modeli). It is assumed that the project will be undertaken by a developer and a percentage of the sale revenues will be given to the land owner in return for land.

Net present value (NPV) of the land owner’s revenues to be received is calculated as land value.

a) Market Analysis / Input Variables

In arriving at our opinion of Market Value of the subject site, we have adopted the main input variables and assumptions that are defined below:

b) Construction Area

Construction areas are calculated with the following assumptions:

Land Area 9,593 sq m Floor Area Ratio (FAR on Gross Land) 1.50 Residential Construction Area 14,390 sq m Indoor Car Parking Areas 3,597 sq m Total Construction Area 17,987 sq m Residential Net Sale Area 14,390 sq m

In calculating the parking lot areas, we have assumed that every residential unit would be assigned one spot and that each parking spot would require 25 sq m of car park construction area. Furthermore; we have assumed that the development would consist of 144 residential units with an average area of 100 sq m. Number of parking lots is estimated as 144.

34 c) Saleable Residential Areas and Sales Schedule

The Saleable Residential Areas account to be 14,390 sq m in total. The sales are assumed to be completed in three years detailed as follows:

Years 1/2 1 1 1/2 2 2 1/2 3 Total Residential Areas 5% 15% 20% 20% 20% 20% 100% d) Sales Prices of Housing Units

Based on our market research of the current asking and realized unit sale prices of high-end residential projects in Maltepe area, we have estimated the initial unit sale price as USD 2,300/sq m, escalating at 4% semi-annually for the life of the project, providing an average sales price of USD 2,543/sq m. e) Taxes (VAT and Real Estate Tax)

The figures provided in this study do not consider tax effects. DTZ would recommend contacting tax advisors regarding VAT and corporate tax issues related with the Properties. f) Discount Rate

The discount rate reflects 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 as well as a margin for the risks associated with a given market and the project.

In estimating the value of the Properties with the above conditions, the annually discount rate of 15% (semi-annually discount rate equal to 7.2%) is assumed associated with the zoning risks, timing risks, competitor’s risks, construction risks, development risks and marketing process of the project. g) Landowner’s Share – Revenue Share Model

It is assumed that the development will be undertaken by a developer and a percentage of the sale revenues will be given to the landowner in return for land. Landowner’s share is exclusive of all development costs.

Land Value of the Property is calculated as the net present value (NPV) of the landowner’s share of the revenues based on the percentage agreed upon.

In estimating the value of the Maltepe Properties we have assumed a 40% Landowner’s Share which is commonly practiced in Maltepe area.

h) Conclusion

Having regard to the above factors together with the assumptions described above, we are of the opinion that residual land value of the property is as follow;

Value, USD 14,111,515 Torunlar’s Share 1/2 Income Capitalization Approach Indication, USD 7,055,757

(Exhibits 30 to 32 – Valuation)

3. Land Value Conclusion

Reconciliation is the process whereby the final value estimate is derived from the various indications of value. The appraiser have utilized two approaches to value (Sales Comparison and Income Capitalization approach) and arrived at the following conclusions;

Residential Parcels, Torunlar’s Share Sales Comparison Approach, USD $ 7,032,924 Income Capitalization Approach, USD $ 7,055,757

Based on the analysis contained in the report herein, we have the opinion that the market land value of Torunlar’s share (Land Share 1/2) of the Residential Lands in Maltepe is;

USD 7,000,000 (Seven million US Dollars)

B. Social and Cultural Facilities Parcels ( 371, 376 and 377)

Parcel 371, 376 and 377 are designated as “Social and Cultural Facilities Area”, according to the regulations parcels have to be expropriated by Municipality of Maltepe.

According to the Turkey Expropriation Law (Article 2942), principles for the determination of the cost of expropriation is as flows;

The expert council to be established in accordance with the Article 15 shall visit the place of the property with the court commission. And the council shall listen to the related people. And then the council shall consider the below mentioned facts;

1- Type and quality of the property 2- Surface area 3- All the qualities and properties that can affect the value of it and the values of every quality and property 4- Tax statement, if any 5- Amount estimation made by the official authorities on the date of expropriation. 6- Net revenue of the property or resource according to the location and conditions valid on the date of expropriation 7- Sales amount of the similar land sold before the date of the expropriation without and special purpose 8- Official unit price, construction cost estimations and depreciation of the buildings on the date of expropriation 9- Other objective measurements that can be affective on the determination of the amount.

Therefore; the expropriation amount has to comply with the market value of the adjacent parcels. The appraiser decided that the value of the“Social and Cultural Facilities” area is equal or valuable than the residential lands.

As a result, the appraiser has adopted unit market value of “Residential” area as a unit base value of “Social and Cultural Facilities” area and arrived at the following conclusion;

Price per sq m, USD $ 1,469 sq m Total Land Area, sq m 4,470 sq m Value, USD $ 6,417,965 Torunlar’s Share 1/2 Market Value, USD $ 3,208,982

Based on the analysis contained in the report herein, we have the opinion that the market land value of Torunlar’s share (Land Share 1/2) of the Social and Cultural Facilities Lands in Maltepe is;

USD 3,200,000 (rounded) (Three million and two hundred thousand US Dollars)

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 Copy of the Certificate of Title has been made available to us by the client, we have reflected its contents in our valuations.

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.

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

39 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.

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.

IX. REFERENCES & EXHIBITS

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)

(Exhibit 1 –Parcel 371- Title Deed)

(Exhibit 2 –Parcel 370- Title Deed)

(Exhibit 3 – Parcel 369 - Title Deed)

(Exhibit 4 –Parcel 368 -Title Deed)

(Exhibit 5 – Parcel 367 - Title Deed)

(Exhibit 6 – Parcel 366 -Title Deed)

(Exhibit 7 – Parcel 253 - Title Deed)

(Exhibit 8 –Parcel 247- Title Deed)

(Exhibit 9 – Parcel 246 - Title Deed)

(Exhibit 10 –Parcel 248 – Independent Section 1- Title Deed)

(Exhibit 11 –Parcel 248 – Independent Section 2- Title Deed)

(Exhibit 12 –Parcel 248 – Independent Section 3- Title Deed)

(Exhibit 13 –Parcel 377- Title Deed)

(Exhibit 14 – Parcel 276 -Title Deed)

(Exhibit 15 – Encumbrance Document)

(Exhibit 16 – Encumbrance Document)

(Exhibit 17 – Encumbrance Document)

(Exhibit 18 – Encumbrance Document) (Exhibit 19 – Encumbrance Document)

(Exhibit 20– Encumbrance Documents)

(Exhibit 21 – Encumbrance Document)

(Exhibit 22 – Encumbrance Document) (Exhibit 23 – Encumbrance Document) (Exhibit 24 – Encumbrance Document) (Exhibit 25– Encumbrance Document) (Exhibit 26– Encumbrance Document) (Exhibit 27 – Encumbrance Document)

(Exhibit 28 – Encumbrance Document)

Exhibit 29 – Zoning Plan

MALTEPE LANDS RESIDUAL LAND VALUATION Project Description

Net Land Area -sqm 9,593Average unit size 100 Floor Area Ratio (FAR) 1.50Number of units 144 Allowed Floor Area -sqm 14,390 Parking lot size 25 Indoor Car Parking Areas -sqm 3,597 Total Construction Area, sqm 17,987

Residential Sale Revenues Residential Sale Area 14,390

Estimated Sales Program Year 1/2 Year 1 Year 1 1/2 Year 2 Year 2 1/2 Year 3 Total 5% 15% 20% 20% 20% 20% 100%

Estimated Residential Area Sold (sqm) 719 2,158 2,878 2,878 2,878 2,878 14,390

Average Initial Unit Sale Price (US$/sqm) $2,300 semi-annual Price Increase @ 4%

Unit Sale Price per Year (US$/sqm) $2,300 $2,392 $2,488 $2,587 $2,691 $2,798 $2,543

Residential Sale Revenues $1,654,793 $5,162,953 $7,159,294 $7,445,666 $7,743,493 $8,053,232 $37,219,430

Exhibit 30 – Valuation

MALTEPE LANDS RESIDUAL LAND VALUATION Project Description

Construction Program Year 1/2 Year 1 Year 1 1/2 Year 2 Total Residential Areas 35% 30% 25% 10% 100% Indoor Car Parking 35% 30% 25% 10% 100% Infrastructure, Landscaping etc. 35% 30% 25% 10% 100%

Construction Costs /sqm Year 1/2 Year 1 Year 1 1/2 Year 2 Total Residential Areas $600 $3,021,795 $2,590,110 $2,158,425 $863,370 $8,633,700 Increasing/1/2year @ 1.5% Indoor Car Parking and ShelterArea $250 $314,770 $273,850 $231,632 $94,042 $914,295 Increasing/1/2year @ 1.5% Infrastructure, Landscaping etc. $80 $500,485 $429,594 $358,508 $143,612 $1,432,199 of residential const. costs @ 15% Soft Costs (*) $61 $383,705 $329,355 $274,857 $110,102 $1,098,019 of total construction costs @ 10% Marketing and Advertisement Costs $41,370 $129,074 $178,982 $186,142 $930,486 of total revenues @ 2.5% TOTAL $4,262,125 $3,751,983 $3,202,404 $1,397,268 $13,008,699

Exhibit 31 – Valuation MALTEPE LANDS CASH FLOW - Revenue Share Method

Project Revenues Year 1/2 Year 1 Year 1 1/2 Year 2 Year 2 1/2 Year 3 Total Sale Revenues $1,654,793 $5,162,953 $7,159,294 $7,445,666 $7,743,493 $8,053,232 $37,219,430

Project Costs Year 1/2 Year 1 Year 1 1/2 Year 2 Total Total Construction Costs $4,262,125 $3,751,983 $3,202,404 $1,397,268 $12,613,781

Year 1/2 Year 1 Year 1 1/2 Year 2 Total Total Net Cash Flow ($2,607,332) $1,410,969 $3,956,890 $6,048,398 $7,743,493 $8,053,232 $24,605,650

Owner's Share 50% $827,396 $2,581,476 $3,579,647 $3,722,833 $3,871,746 $4,026,616 $18,609,715 Developers Share 50% ($3,434,729) ($1,170,507) $377,243 $2,325,565 $3,871,746 $4,026,616 $5,995,935

NPV Of Owner's Share $14,111,515 semi-annually discounted @ 7.2%

Torunlar's Share 50% $7,055,757

Exhibit 32 – Valuation