MERRILL CORPORATION PANDERS// 2-OCT-10 12:15 DISK105:[10ZCG1.10ZCG15901]AC15901A.;16 mrll_0909.fmt Free: 15DM/0D Foot: 0D/ 0D VJ Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 5 C Cs: 14745 IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the preliminary offering memorandum attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached preliminary offering memorandum. In accessing the attached preliminary offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. THE DOCUMENT IS IN PRELIMINARY FORM ONLY, IS NOT COMPLETE AND CONTAINS INFORMATION THAT IS SUBJECT TO COMPLETION AND CHANGE. Confirmation of your representation: By accessing this preliminary offering memorandum you have confirmed to the Global Coordinator and the Company (each as defined in the preliminary offering memorandum) that (i) you have understood and agree to the terms set out herein, (ii) (a) you and the electronic mail address you have given to us are not located in the United States, its territories and possessions or (b) you are a person that is a ‘‘qualified institutional buyer’’ (‘‘QIB’’) within the meaning of Rule 144A under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), (iii) if you are in the United Kingdom, you are a ‘‘relevant person’’ (as defined below), and to the extent you are acting on behalf of persons or entities in the United Kingdom, you are acting on behalf of relevant persons, (iv) if you are in any member state of the European Economic Area (‘‘EEA’’), you are a ‘‘qualified investor’’ (as defined below), and to the extent you are acting on behalf of persons or entities in the EEA, you are acting on behalf of qualified investors, (v) you consent to delivery by electronic transmission, (vi) you will not forward, reproduce or otherwise transmit or publish the attached preliminary offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person, and (vii) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to purchase Class C Shares. In the case of any securities being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive (2003/71/EC), such financial intermediary will also be deemed to have represented, acknowledged and agreed that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Global Coordinator has been obtained to each such proposed offer or resale. You are reminded that the attached preliminary offering memorandum has been delivered to you on the basis that you are a person into whose possession this preliminary offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this preliminary offering memorandum, electronically or otherwise, to any other person and in particular to any U.S. address. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY CLASS C SHARES BEING SOLD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB THAT IS ACQUIRING SUCH SHARES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE ATTACHED PRELIMINARY OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PRELIMINARY OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Under no circumstances shall this preliminary offering memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Class C Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this preliminary offering memorandum who intend to purchase any Class C Shares are reminded that any such purchase may only be made on the basis of the information contained in the offering memorandum in final form. You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of the Global Coordinator nor any person who controls it or any of its directors, officers, employees, agents or affiliates as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Global Coordinator or any affiliate of the Global Coordinator is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Global Coordinator or such affiliate on behalf of the Global Coordinator in such jurisdiction. This preliminary offering memorandum and the offer when made are addressed only to and directed only at persons in member states of the EEA, who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) (‘‘qualified investors’’). In addition, in the United Kingdom, this preliminary offering memorandum is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Order’’), (ii) who fall within Article 49(2)(a) to (d) of the Order and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as ‘‘relevant persons’’). This preliminary offering memorandum must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not qualified investors. The Class C Shares are only available to, and any investment or investment activity to which this preliminary offering memorandum relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, qualified investors, and will be engaged in only with such persons. This preliminary offering memorandum has been sent to you in an electronic form. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. You are reminded that documents transmitted in an electronic form may be altered or changed during the process of electronic transmission and consequently none of the Global Coordinator, any person who controls any of the Global Coordinator or the Company, any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the preliminary offering memorandum distributed to you in electronic format and the hard copy version of the preliminary offering memorandum. Ortak Prospectus Proj: P18459LON10 Job: 10ZCG15901 (10-18459-1) Page Dim: 8.250 X 11.750⍯ Copy Dim: 40. X 64. File: AC15901A.;16 MERRILL CORPORATION LFORD// 3-OCT-10 10:53 DISK105:[10ZCG1.10ZCG15901]BC15901A.;21 mrll_0909.fmt Free: 1DM/0D Foot: 0D/ 0D VJ Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 5 C Cs: 34468 PRELIMINARY OFFERING MEMORANDUM DATED OCTOBER 4, 2010 2OCT201016161249 m is not an offer to sell Torunlar Gayrimenkul Yatırım Ortaklıgı˘ A.¸S. Offering of 56,352,942 Class C Shares s not permitted. This offering memorandum relates to the global offering of 56,352,942 Class C Shares, nominal value TL 1.00 per share (‘‘Class C Shares’’), of Torunlar Gayrimenkul Yatırım Ortaklıgı˘ A.¸S., a joint stock company organized as a real estate investment company under the laws of Turkey.