Gebze Izmir Motorway & Izmit Bay Crossing Project

Project is the design, construction, completion, operation and maintenance of the - Orhangazi-İzmir motorway in accordance with the implementation contract executed between General Directorate of Highways and Otoyol Yatırım ve İşletme A.Ş, a special purposes company incorporated in on 27 September 2010. Project connect with Izmir, two of the main economic centers of Turkey The area across which the project stretches has one third of Turkey’s population and includes the seven most industrialized cities contributing to 45% of Turkey’s GDP Expected to increase industrial capacity of the region and reduce emission and pollution due to congestion on current routes Travel time from Istanbul to Izmir estimated to be reduced from 10 hours to 4 hours Strategic importance of the Project in the context of the development of infrastructure in Turkey Landmark transaction for the infrastructure sector in Turkey and one of the largest in the world Strategically important project for the Government of Turkey One of the largest Public-Private Partnership (“PPP”) project in Turkey to date

The Gebze Orhangazi Izmir Project is the landmark transaction for the infrastructure sector in Turkey and one of the largest in the world.

It is strategically important project for the Government of Turkey and the largest Public-Private Partnership (“PPP”) project in Turkey to date.

The Project will provide a 421 kms Trans European Motorway (T.E.M.) standard highway between Gebze, on the north shore of Izmit Bay, and Izmir.

It will occupy an strategic place in the national transportation network, due to the cities and regions it will serve.

K2 Km:13+268 The Motorway will shorten the route by 95 km compared to the present state road between İstanbul-İzmir, and the new motorway will decrease the present travel time which is 8-10 hours to 3.5-4 hours.

It is envisaged that these features of the project will ensure 650 Million TL savings per year.

The crossing time of the Bay takes 1 hour and 20 minutes by using the road all around the bay, 45~60 minutes by ferry; but it will decrease to 6 minutes following the completion of the suspension bridge.

The starting point of the Project is Gebze and the Motorway will cross İzmit Bay with a suspension Bridge approximately 3,000 m long, flanked by approach viaducts on both ends, namely Dilovası and Hersek.

31 Viaducts, for a total length of 18,212 m, 2 Tunnels for a total length of 5,142 m, 199 Bridges, 21 Toll Plazas, 8 Maintenance & Operation Centre, 7 Service Areas and 7 Park Areas.

Current and projected traffic volumes are now sufficient to make major investments in highway structures viable . (*) Above Photo Viaduct 4 Construction (**) Below Photo Southern Approach Viaduct

Otoyol Yatırım ve İşletme A.Ş. is appointed by KGM as the Project Owner Shareholders percentage are as follows ;

The Nurol Insaat ve Ticaret A.S. ; 26,98 %

Ozaltın Insaat ve Ticaret A.S ; 26,98 %

Mak- Yol Insaat Sanayi Turizm ve Ticaret A.S ; 26,98 %

Astaldi S.p.A; 18,86 %

Gocay İnsaat Taahhüt ve Ticaret A.S ;0,2 %

The Project consists of 4 sections which may be put into operation at different dates upon completion and acceptance. Each section benefits from guaranteed traffic payments, from its acceptance. Gebze - Orhangazi Orhangazi - Bursa Bursa - Balıkesir Balıkesir - Izmir Section Section Section Section (includes Izmit Bay

Crossing Bridge) 43 km 34 km 125 km 175 km

Phase I Phase II A Phase II B

Phase I Construction Period: Maximum 3 Years

Phase II A Construction Period: 3 Years

Phase II B Construction Period: 3 Years

Total Construction Period: Minimum Operating Period: 15 Years and 4 months* Maximum 7 Years

Total Concession Period: 22 Years and 4 months to construct and operate the Project

* As some sections are expected to be completed earlier, the operating period for these sections would be longer than 15 years and 4 months

The traffic guarantee has been subdivided in 4 separate segments in the project. For these segments and traffic guarantees are ; 1. Gebze-Orhangazi segment: 40.000 automobile equivalent/day 2. Orhangazi-Bursa (OvaakçaThe junction) segment: 35.000 automobile equivalent/day 3. Bursa (Karacabey junction)-(Balıkesir-Edremit) junction segment: 17.000 automobile equivalent/day 4. (Balıkesir-Edremit) junction-İzmir segment: 23.000 automobile equivalent/day Project revenue is on the basis of real tolls, supported by a payment guarantee from KGM in the event that the collected revenue is less than the revenue calculated based on guaranteed traffic levels. The maximum initial toll for automobile is determined by the Administration as US $ 0.050 per kilometer for the Motorway and as US$ 35 for İzmit Gulf Bridge Crossing both excluding VAT in 2008 prices. Tolls for the subsequent years shall be determined according US Dollar Inflation indices.

The guarantee of traffic-revenues by KGM is a significant mitigate of traffic risk for the project. A substantial amount of guaranteed revenue will be generated by the Izmit Bay Bridge Annual amount of guaranteed revenues is ~ US$ 683 million (2008 Base) › The toll rate will be escalated annually › The first full calendar year that all sections are expected to be operational is 2020

Guaranteed Vehicle Guaranteed Crossing Guaranteed Unit Section Toll Rate (US$) Length (KM) Annual Toll (automobile Price (US$) Revenues (US$) equiv./day) 1 - İzmit Bay Bridge 40,000 35.00 3 35.00 511,000,000 1 - Gebze -Orhangazi 40,000 0.050 (per km) 40 2.00 29,486,980

2 – Orhangazi-Bursa 35,000 0.050 (per km) 34 1.70 21,543,121

3 - Bursa -Balıkesir 17,000 0.050 (per km) 152 7.60 47,141,557 4 - Balıkesir-İzmir 23,000 0.050 (per km) 175 8.75 73,637,162 Total ( in 2008 Prices ) 155,000 404 682,808,730 In 15 years operation period, Average Annual Revenue Amount are as below ;

Average Revenue Amount ( Annually) USD

Guaranteed Toll Revenue (*) 987.361.778

Upside Revenue ( Total Sales ) (**) 1.561.923.929

(*) Calculation is based on Traffic Guarantees payable by the Grantor in accordance with Implementation Contract. (**) Calculation is based on revenues collected from actual traffic ( Actual traffic is based on two different International Traffic Consultants , - Leigh Fisher and Halcrow - independent Traffic reports’ average , which is above the Guaranteed Traffic figures ) plus Service Station Revenues.

Financing Principals Financial close of the USD6 Billion Gebze-Izmir highway BOT in Turkey has been pushed back as lenders and sponsors continue their negotiations over splitting the project financing into three distinct segments. Phase I and Phase II A Financial Close is already achieved with 8 Turkish Banks’ equal participation as Lenders. Project Cost : USD 6,0 Billion The › Phase I : USD 2,8 Billion › Phase II A : USD 0,6 Billion › Phase II B : USD 3,5 Billion Loan Principal : USD 4,5 Billion Loan Maturity › Phase I : USD 1.4 Billion 16 May 2020 › Phase II A : USD 0,6 Billion 15 May 2021 › Phase II B (*) : USD 2,5 Billion 31 Dec 2024 Equity : USD 2,4 Billion › Phase I : USD 1,4 Billion › Phase II A : None › Phase II B (*) : USD 1,0 Billion (*) These are indicative amounts .Loan and Equity amounts may change. Upfront Equity Amount ( Phase I) : USD 400.000.000 Utilization Gearing Ratio : 40:60 Final Gearing Ratio : 50:50 6 Monthly Interest Payments DSCR 1.1x

Debt Assumption

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Assumption Scenario In Assumption Scenario , Loan will be amortized according to original amortization schedule. Assumed Loan paid in accordance with the repayment schedule under the DAA subject to terms set out in DAA Assumed Amounts are ; Principal Amounts , Accrued Interest , Commitment Fee , Capped Hedging Unwinding Cost

Debt Payment Scenario In debt payment scenario, Loan will be paid immidiately. Principal Amounts payable and all Financing Costs due and payable (minus any amount irrevocably received or recovered by the Security Agent) paid on the Debt Payment Date

17+428-18+111 VIADUCT 1 18+662-19+138 VIADUCT 2 Yalova –Tavşanlı District Yalova-Çiftlikköy-Denizçalı District Length :668 m Length:466 m Max.Height of Pier : 41 m Max. Height of Pier : 46m Number of Span : 15 each (47m) Number of Span : 10 each (47m)

17+428-18+111 VIADUCT 3 18+662-19+138 VIADUCT 4 Yalova –Çiftlikköy-Kabaklı District Yalova-Çiftlikköy-Kılıç District Length :604 m Length:324m Max.Height of Pier : 37 m Max. Height of Pier : 27 m Number of Span : 13 each (47m) Number of Span : 7 each (47m)

27+855-28+834 VIADUCT 5 GEDELEK VIADUCT Yalova –Çiftlikköy-Laledere District Length :979 m Max.Height of Pier : 23 m Number of Span : 21 each (47m)

BELKAHVE TUNNEL EXIT TURGUTLU VIADUCT

SAMANLI TUNNEL Inlet Portal Length: 3.510m Total Length (2 tube) : 7.020m İzmit Bay Crossing Suspension Bridge Construction Works DİLOVASI

HERSEK PENINSULA Total Length：2,907m Bridge Length：2,682m

Center Span：1,550m

Navigation Channel：1,000m Main cable distance : 30.1m 2.35m Roadway width : 25.4m 2.35m

1m Traffic lane 3X3.65m 1.5m Traffic lane 3X3.65m 1m

Deck width : 35.93m South Anchorage

Reclamation Filling

Dry Dock - 7,80 m