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TAV

AIRPORTS
HOLDING
2014
ANNUAL
REPORT
A NEW
CHAPTER
BEGINS NOW!
1

New horizons
await!

TAV 2014 ANNUAL REPORT

On the 14th year of our success story,


TAV Airports has turned into a strong
regional airport operator that can
also compete effectively in the global
arena.
With our deep know-how, unique
business model and long-standing
success in establishing partnerships,
our target market is the whole world
from now on!
In this new period, we are ready to
write a new chapter in our success
story with our airport operations
and strong service companies, each
of which is a strong candidate to
become a global star on its own.

This report contains our


14 year success story and
our outlook for the future.
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We Have Based Our Growth Strategy on Three Pillars

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Our Core Business is Airport Operations


TAV and ADPs Operations
We Have Based Our Growth Strategy on Three Pillars
Our Service Companies Today and Tomorrow
Board of Directors Message
CEOs Message
Concessions at a Glance

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Major Developments in 2014


Aviation Industry and TAV
Financial Summary
Investments in 2014
Awards & Achievements
Highlights of 2014
After 2014
Investor Relations and BIST Performance

Corporate Governance and Sustainability


Sustainability
Risk Management and Internal Audit
Corporate Governance Principles Compliance Report
Ordinary General Assemblies
Board of Directors
Senior Management
Financial Benefits Provided to the Members of the Board of Directors and Senior Management
Operating Principles of the Committees
Amendment of the Articles of Association in 2014
Dividend Policy
Subsidiary Report
Auditors Report
Statement of Responsibility
Statement of Independence

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Operational & Financial Figures

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Financial Consolidation
Guidance and Actuals
Guidance for 2015
Operational and Financial Performance
Airport Companies
Service Companies
TAV in Figures
Consolidated Financial Statements and Independent Audit Report
Glossary

Our Core Business is


Airport Operations

743 thousand flights

EUR 983 million* in


consolidated revenue

95 million passengers

EUR 218 million


in net profit

* IFRIC 12 adjusted.

TAV Airports one of worlds leading airport


operators - operates Istanbul Atatrk, Ankara
Esenboa, zmir Adnan Menderes, Gazipaa
Alanya and Milas Bodrum Airports in Turkey.
Additionally, TAV Airports operates one
airport in Saudi Arabia, two airports each in
Macedonia, Tunisia and Georgia and Zagreb
Airport in Croatia. TAV Airports also conducts
business in related areas of airport operations
including duty free, food & beverage services,
ground handling services, information
technologies, security, and operation services.

TAV Airports Ownership Structure


Aroports de Paris Group* 38.0%
Tepe naat Sanayi A.. 8.1%
Akfen Holding A.. 8.1%
Sera Yap Endstrisi ve Ticaret A.. 2.0%
Free-float (Other) 40.3%
Non-floating (Other) 3.5%
*TANK WA Alpha GmbH, a wholly owned subsidiary
of Aroports de Paris.

In addition, TAV Airports provides commercial


services at Riga Airport in Latvias capital
city. In 2014, TAV Airports served nearly 743
thousand flights and 95 million passengers.
Since February 23, 2007, the Companys
shares have been listed on Borsa Istanbul
under the ticker code TAVHL.
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TAV and ADPs Operations


Belgium
Lige A. 25,6%
0.3 million
Strategic Partner

Mexico
Mexico North Central 25.5%
14.7 million
Operator and
Strategic Partner

Netherlands
Amsterdam Schiphol A. 8%
55.0 million
Industrial Cooperation

Cambodia
Phnom Penh A.
Siam Reap A.
5.7 million
Assistance in
Management

Republic of Mauritius
Mauritius A. 10%
2.9 million
ADPs Share

Operator and
Strategic Partner

TAVs Share
TAV Commercial Flights
TAV Passengers
ADP Passengers

Guinea
Conakry A. 29%
0.3 million
Operator

France

Turkey

Paris Charles de Gaulle A. 100%

Istanbul Atatrk A. 100%

Paris Orly A. 100%

zmir Adnan Menderes A. 100%

92.7 million

Ankara Esenboa A. 100%

Owner and Operator

Gazipaa Alanya A. 100%


Croatia

Milas Bodrum A. 100%

Zagreb A. 15%

591.5 thousand

Zagreb A. 21%

80.6 million

38.3 thousand

Concession Operator

2.4 million
Concession Operator

Latvia
Tunisia
Monastir A. 67%

Riga A.* 100%

Georgia

*Only commercial areas

Tbilisi A. 80%

Enfidha A. 67%
26.8 thousand
3.3 million
Concession Operator

Batumi A. 76%

Macedonia

23.8 thousand

Ohrid A. 100%

1.8 million

Skopje A. 100%

Concession Operator

14.0 thousand
1.3 million

Jordan

Concession Operator

Amman Queen Alia A. 9%


7.1 million
Management Contract and
Strategic Partner

Saudi Arabia
Medinah A. 33%
48.5 thousand
5.7 million
Saudi Arabia
Jeddah Hajj Terminal 5%
7.2 million
Management Contract

Concession Operator

We Have Based Our


Growth Strategy on
Three Pillars

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2
3
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Organic Growth
We are on three continents, in seven countries, at 14
airports. The number of passengers we serve increased
14% and reached 95 million in 2014. Our primary target
in the upcoming period will be maximizing our revenue
and profitability at all the airports where we have been
operating.

Inorganic Growth
In the next 15 years, USD 1 trillion in total
investment is anticipated in the world aviation
sector. With our strong partners and integrated
business model, TAV Airports plans to focus on
new and profitable business opportunities all over
the world in the coming period.

Service company growth


outside the TAV ecosystem
Over the years, our service companies have significantly
contributed to TAVs success and also started to provide
services at airports not operated by TAV. We believe
that the world aviation sector will soon meet with our
star companies rising from Turkey in areas such as
duty free, food & beverage service, ground services and
information technologies.

TAV 2014 ANNUAL REPORT

TAV

14

95

Continents

Countries

Airports

Million
Passengers

TAV and ADP

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Continents

Countries

37 airports, 229* million passengers


TAV and Aroports de Paris together
constitute one of the worlds biggest
airport operating platforms, achieving
growth by complementing each other
and providing services to 229* million
passengers at 37 airports.

37 229

Airports

Million
Passengers

TAV Construction ranks first


according to Engineering News
Record (ENR)
As an affiliated company of
TAV Airports, TAV Construction is
the worlds largest airport
construction company.
Expert in airport design

Long-term operating contracts


TAV will continue to operate in: Tunisia
until 2047, Zagreb until 2042, Medina
until 2037, Milas Bodrum until 2035,
Gazipaa Alanya until 2034, zmir until
2032, Macedonia until 2030, Georgia
until 2027 and Ankara until 2023.

ADPI is the third largest airport design


company in the world.
Strong global partners
Aroports de Pariss acquisition of an equity
stake in TAV Airports paved the way for
both a technical and strategic partnership
between the two airport operators.

* Excluding number of passengers of Schiphol and Riga Airports.


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We Have Based Our


Growth Strategy on
Three Pillars

Service company growth


outside the TAV ecosystem
TAV Airports service companies have different areas
of expertise and value creation and aim to grow in the
global arena in duty free, food & beverage, information
technologies and education & training. In order to
achieve this goal, these companies are putting forth
their strongest efforts:
TAV Information Technologies won a tender in Abu
Dhabi. AT won the concession at five airports in
Tunisia and Salalah Airport in Oman. TAV Operation
Services and BTA worked together to start operations
in Oman. Also, BTA is operating at Uniq Mall. Providing
services in six German cities and having received an
operating license in Medinah, HAVA participated in the
second ground handling license tender in Saudi Arabia.
TAV Operation Services will operate passenger lounges
in Germany. While TAV Academy provided training in
China, the company is also seeking opportunities in
Jordan, Oman, Uganda and Mongolia.

TAV 2014 ANNUAL REPORT

Duty free
AT

Operation
TAV Operation Services

Food and Beverage


BTA

AT won the operating right


for the duty free stores at five
international airports in Tunisia.

TAV Operation Services


launched services in three
lounges that serve Air FranceKLM passengers in Germany. It
operates prime class passenger
lounges at Frankfurt, Munich and
Stuttgart airports in Germany.
TAV Operation Services aims to
operate more than 30 Air France/
KLM lounges around the world.

BTA will provide food &


beverage service at Salalah
International Airport.

AT won the operating right


of the duty free areas at Oman
Salalah Airport until 2025, with
a two-year option.

BTA started to operate the


food & beverage areas at Uniq
Istanbul, one of Istanbuls
largest shopping, cultural and
entertainment centers.

TAV Operation Services will


provide commercial services at
Salalah Airport.
IT
TAV IT
The Company will offer IT
service in Abu Dhabi.
Ground Services
HAVA/TGS
Today, HAVA has a
distinguished customer portfolio
that includes more than 200
airlines worldwide.
HAVA got a license in Saudi
Arabia Medinah and began to
provide ground services. HAVA
is participating in the second
ground services license bid in
Saudi Arabia.

Security
TAV Security
TAV Security ranks among
the top 10 companies in the
security sector and provides
services to 40% of air transport
passengers in Turkey.

TAV IT is seeking new


opportunities in Iran,
Indonesia, Qatar, Kuwait,
Croatia, USA, Malta and
Germany.

TAV Security targets to


have a corner on the market
in providing security services
to category A facilities and to
carry out activities abroad.

Our Service Companies


Today and Tomorrow
Our Strategic Subsidiaries and Shareholding Ratios

AT 50%

BTA 67%

HAVA 100%
TGS 50%
HAVA Europe 67%

TAV IT 100%

TAV Operation Services 100%

TAV Security 100%

TAV Academy 100%

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TAV 2014 ANNUAL REPORT

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Innovation, productivity and


profitability have turned AT into
a market leader in duty free in
five countries.

By continuing the investments we make


in duty free stores, human resources and
customer services, we aim to improve our
operational quality even more.
Ersan Arcan
AT General Manager

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TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

AT

Q How does your company create value?


A Through strong partnerships with our
business community, our innovative retail
approach in both design and concept and
the three Ps: productivity, profitability and
perception. AT is the duty free market
leader in five countries.

Q What are the fundamental components


of your business model?
A Creative retail execution, matched to
detailed and insightful market research of
customer profiles at each airport where
we operate. The joint venture approach
enhances the vision of AT operations from
the airport operator point of view to the
supplier.

Q What does AT owe its success to?


A We are a customer-oriented business.
Our customers are at the heart of
everything we do. We pride ourselves
on our customer knowledge, product
knowledge, retail strategy and customer
service.

Q What could you do better?


A More language skills for the staff,
recognizing the changing passenger profile
- particularly the Chinese dynamic. Better
targeting, too, as well as harnessing social
media and smarter in-store promotions.

Our aim is to deliver a memorable


experience to every single passenger who
comes through our doors. We treat brands
as partners and offer a great variety of
brands in all of our operations.

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Our Service Companies


Today and Tomorrow

ATS ELEMENTS OF SUCCESS


CUSTOMER
ORIENTATION
We are a customer-oriented
business. Our customers are
right at the heart of everything
we do. We are proud of our
customer knowledge, product
knowledge, retailing strategy
and customer service.

BRAND
DIVERSITY
Our aim is to deliver a
memorable experience to
every single passenger who
comes through our doors. We
treat brands as partners and
offer a great variety of brands
in all of our operations.

Q What kinds of opportunities do industry


developments and technological advances
present to your company?
A Renovations in retail often provide
better customer flow and helps drive
passengers into the store and increase
basket size. Advances in technology

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TAV 2014 ANNUAL REPORT

INNOVATIVE
RETAILING
Another component of
our success is the strong
partnerships we established
with our suppliers, and the
innovative retail approach
we have in both design and
concept.

mean better systems, increasing overall


efficiency and getting more passenger
information faster to help us tailor specific
retail events and offers.

ATS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To increase spend per


passenger in every airport
we operate.

To Improve our high quality


operations even further.

To increase our
investments in stores,
people and customer
services in order to expand
our global footprint.

Q What are your short, medium and long


term strategies?

provide each travelling passenger unique


access to brands previously unavailable in
the marketplace.

A Our short term goal is to increase


spend per passenger in every airport where
we operate. In the long term, we need to
increase our investment in stores, people
and customer service to improve our
service quality in operations and expand
our global footprint.

Wherever we operate, we take great


pride in sourcing and developing our staff
- recognizing and developing talent to
match individual skills to the benefit of the
individual, the team and our customers.

Q Tell us about growth outside the TAV


ecosystem.
A Perhaps the single most important
and independent achievement by AT so
far was the successful tender bid for five
airports in Carthage, Djerba, Sfax, Tozeur
and Tabarka in Tunisia last year. This will
be manifested not just in design but in
the variety of products offered, which will

Our Oman Salalah operation will be a


step forward in the region as yet another
independent achievement. We believe we
have a great chance to grow our business
in that region following the Salalah project.
Q What are your core regions for possible
expansion?
A The world is our oyster. But we will only
tender at airports or enter joint ventures
where it makes financial and strategic
sense for us to participate.

Please read the adjacent QR code via


smartphone to reach detailed information on
ATs operations or visit www.atu.com.tr.
15

With our know-how and experience,


we aim to become the first company
that comes to mind in new
markets that are ready to emerge.

The most important source of value underlying


our success is our experienced, productive and
innovative human capital, which makes up our
sound organizational structure. Our synergy
with TAV Airports also contributes significantly
to our brand in terms of transforming our
know-how into new products and services.
. Nurzat Erkal
HAVA General Manager
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TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

HAVA

Q How does your company create value?


A HAVA is a world-class ground handling
services provider thanks to its focus on people,
service quality, equipment pool and technology
infrastructure. The company is committed to
sustaining its success in the aviation industry in
the future.
HAVA provides ground handling services
at 25 airports in Turkey and eight airports
abroad while also offering import and export
warehousing services in Istanbul, Ankara and
zmir in order to serve customers better and
quicker. Structured to provide the full range
of ground handling services that an airline
may need at airports, HAVA today boasts a
distinctive client portfolio of more than 200
airlines whose brands are synonymous with
quality across the world.
Organized so as to reflect the unique service
concepts and offerings of airlines to their
passengers on a one-to-one basis and striving
to constantly raise service quality and customer
satisfaction, HAVA also operates passenger
shuttles between the airports and downtown
locations using buses that are at least as
luxurious as an aircraft.

Q What are the fundamental components of


your business model?
A Our business model is based on a lean
business approach that can make decisions
and implement action plans quickly and can
focus more on success, in line with the dynamic
responses required by the aviation industry.
Experience and experience transfer form
the basis of this approach. At the core of our
business is the necessity of being prepared for
unexpected urgent needs and extraordinary

circumstances and being able to address these


needs immediately under the extreme time
pressure that is inherent to our industry.

Q What do you owe your success to?


A The most important source of value
underlying our success is our experienced,
productive and innovative human capital that
makes up our strong organizational structure.
Our synergy with TAV significantly contributes to
our brand in terms of transforming our knowhow into new products and services as well as
helping us become a company that can diversify
and expand its business areas abroad.

Q What could you do better?


A We plan to undertake initiatives to expand
our operations overseas. The most important
players in the transformation process that we
have launched in order to convert our superior
service quality into commercial success will be
our human capital who are open to improvement
and thrive on knowledge and innovation.

Q What kinds of opportunities do industry


related developments and technological
advances present to your company?
A Technology is our most critically important
tool at this point in time, which is characterized
by the two key aspects of our industry: speed
and efficiency.
The components of our infrastructure that
increase the speed of our business operations
and contribute to our error-free rate include:
- Vehicle Tracking and Management System:
provides countless benefits such as tracking
location information and dispatching
equipment that is the closest to the point

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Our Service Companies


Today and Tomorrow

HAVAS ELEMENTS OF SUCCESS


SOUND
ORGANIZATIONAL
STRUCTURE
Our most important source
of value underlying the
companys success is our sound
organizational structure. Our
business model is based on a lean
business approach that can make
decisions and implement action
plans quickly. This approach also
allows the company to focus
more on achieving success
while remaining a dynamic
organization, which is critical
within the aviation industry.

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HAVA FAMILY
Our experienced, productive and
innovative human capital makes
up our sound organizational
structure. Experience and
experience transfer form the
basis of this approach.

of operation; ensuring the protection and


safety of personnel the vehicle is assigned
to; preventing unauthorized use; minimizing
accident risk through the monitoring of
speed and direction data; attaining balanced
usage and equalizing depreciation costs
by keeping track of utilization times;
monitoring active use status of vehicles;
reducing fuel consumption; reporting
current and historical data; and tracking the
maintenance requirements.
Simulator System: allows driver trainees
to apply in practice the knowledge they
gained in theoretical classroom training;
helps driver trainees to become familiar
with the apron and adapt to apron conditions
faster, and reinforces information through
continuous and instantaneous feedback;
enables action under various environmental
and meteorological conditions; minimizes
accident risk arising from driver trainees
not knowing the vehicle well; eliminates
fuel costs and wear and tear on vehicles
usually incurred during training; and allows
the monitoring and reporting of the training
process.
TAV 2014 ANNUAL REPORT

KNOW-HOW
Our synergy with TAV significantly
contributes to our brand in terms
of transforming our know-how
into new products and services
as well as helping us to become
a company that can diversify and
expand its business areas abroad.

Centralized Loading Control System:


positioned in a single station and generates
the loading and balance documents of
aircraft positioned at other stations centrally
and remotely.
Custom Software Applications: used in our
resource planning processes.

HAVAS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To achieve steady growth in


the domestic market based
on rising passenger traffic
and an increasing number of
destinations.

To establish a presence in new


overseas markets with high
growth potential.

To leverage our extensive


experience to be one of the
key players with strong name
recognition in our overseas target
markets as well as in our home
market, and which can monitor
new market opportunities and
enter these new markets in a
timely fashion.

Q What are your short, medium and long-term


strategic goals?
A We target steady growth in the domestic
market based on rising passenger traffic and an
increasing number of destinations; in addition,
we aim to establish our presence in new
overseas markets with high growth potential.
Effectively leveraging our extensive experience,
we plan to be one of the key players that has
strong name recognition in both our overseas
target markets as well as in our home market,
and which can monitor new market opportunities
and enter new markets in a timely fashion.

Q What steps you have taken to date, and what


steps do you plan to take in the near future, as
part of your strategy for growth outside the TAV
ecosystem?
A In Turkey, we operate in 20 locations in
addition to the airport terminals operated by TAV.
We launched our overseas operations by
entering into a service agreement with Air Baltic,
which accounts for 65% of the traffic in Riga,

Latvia and created the HAVA Europe brand.


Subsequently, our overseas business growth
accelerated with the passenger services that
commenced in six cities in Germany: Berlin,
Dusseldorf, Frankfurt, Hamburg, Munich and
Stuttgart.

Q What are your targeted regions for inorganic


growth?
A We target service regions where we can
transfer our know-how and where we can make
such know-how portable.
To this end, in addition to the regions we
already serve, we plan to expand our service
footprint in the Middle East, North Africa, Russia,
Commonwealth of Independent States and
Eastern Europe.
Additionally, we prequalified and submitted a bid
for a ground handling license in Saudi Arabia
that encompasses three international airports
outside of Medinah Airport, which we see as a
launching pad for our expansion objectives in the
Middle East region.

Please read the adjacent QR code via smartphone to


reach detailed information on HAVAs operations or
visit www.havas.net.
19

At BTA, we create value by way of


guest satisfaction.
We are determined to further
raise the bar of our success.

Our first and foremost priority is to have a


presence everywhere TAV invests. In addition,
we have a favorable outlook on all areas,
particularly airports not operated by TAV
regardless of geographic location. These
priorities are within the boundaries of our
capabilities and will generate sustainable profit
and create value for us.
Sadettin Cesur
BTA Chief Executive Officer
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TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

BTA

Q How does your company create value?


A With a bright smile on the faces of our staff
members, we serve some 60 thousand guests per
day at 150 cafes, kiosks, restaurants and bars at 10
airports in four countries spanning three continents.
Additionally, we serve 30 thousand guests each day
at 75 food and beverage outlets on the ferries and at
the terminals of DO, one of the major transportation
networks in the Istanbul and Marmara regions.
Similarly, we proudly demonstrate the quality of the
TAV and BTA brands to our guests at the TAV Airport
Hotel, which embodies our success in the hospitality
business thanks to the high occupancy rate it has
achieved during its 10 years of operation.
Furthermore, we are also making our presence
known in other sectors thanks to various enterprises
we have launched. For example, Cakes & Bakes is
capable of meeting all food needs of a large number
of well-known domestic and foreign brands, from
sandwiches and home-style meals to cakes and
bakery products, at its 23,000 square-meter facility.
BTU meanwhile has recorded an outstanding
accomplishment in Turkish delight production and
sales in a very short period of time. And we have a
new venture in the logistics industry, BTA Tedarik ve
Datm A.. (Gda 360).
In our latest initiative, we are excited to take BTAs
product and service quality downtown and make
it available to a wider consumer base through the
contemporary concepts unveiled at our food and
beverage outlets at Uniq Istanbul, the citys newest,
popular shopping and entertainment center.
The single most important element in the creation
of all this value can be expressed succinctly with the
slogan, Serving people is our business, which has
been our guiding principle from day one. We as the
BTA family wholeheartedly believe that people are
indeed our core business.

Q What are the main components of your business


model?
A As mentioned above, the key element of our
business model is people, which itself has two facets
for us: our employees and our guests. In some of
our operational areas, our suppliers or customers
assume the place of our guests. Regardless of
their actual name, the fundamental principle of any
venture we undertake is to ensure the complete
satisfaction of these two components. Likewise,
profitability, which is an indispensible requirement of
any business enterprise, can only be attained this way
in our operating sectors.
The other major components we focus on as part
of our business model include continual training,
emphasis on employee motivation, and being able
to relate to and effectively communicate with our
very young staff, also known as Generation Y, which
constitutes nearly the entirety of our family.

Q What do you owe your success to?


A Guest Satisfaction: Since the day BTA was first
established, we have been offering food and beverage
services to our guests, in the great majority of our
operating regions. We are fully aware of the fact that
the biggest shortcoming in this region, particularly
in Turkey, is the lack of a sincere smile by staff
members. We also know that guest satisfaction
cannot be achieved merely by cheerfulness, and
many other complementary factors are also very
important at this point, so these topics take up a large
part and amount of time in our training initiatives.
To put it succinctly, our first and foremost priority at
every new outlet we launch is guest satisfaction. We
are fully aware that no matter how successful your
products, architectural design and ambiance are, no
food and beverage enterprise can succeed and earn a
profit without guest satisfaction-oriented employees.
BTA Family Concept: We use the term BTA Family
when referring to the company in our intra-company
communications where possible and we make

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Our Service Companies


Today and Tomorrow

BTAS ELEMENTS OF SUCCESS


GUEST
SATISFACTION
Our first and foremost priority
at every point of service is guest
satisfaction. We are fully aware
that no matter how successful
your products, architectural design
and ambiance are, no food and
beverage enterprise can succeed
and be profitable without guest
satisfaction-oriented employees.

BTA FAMILY
Each and every one of us sees
him/herself as part of the
BTA Family. We stand by our
employees during their good
days and bad wherever and
whenever we can while providing
support to their career goals as a
senior member of the family.

INFORMATION
Everything is in a constant state
of change and evolution. We
take great care to directly obtain
accurate information at every
point that relates to our business
operations. We are making
every effort to keep up with the
increasing pace of change both
financially and operationally.

a sincere effort to substantiate this concept. In


an attempt to create the motivation and sense of
belonging as the elements personnel need the most.
We stand by them during their good days and bad,
wherever and whenever we can, while providing
support to their career goals as a senior member of
the family.
Information: To stay abreast of the constantly
changing and evolving developments of this day
and age, we take great heed of directly accessing all
information that is of concern to us at any point as
part of our involvement in the sector. We are making
every effort to keep up with this pace of change both
financially and operationally.

Q Are there any capabilities that you need to


improve? If so, what are they?
A We believe that every capability we possess
is in constant need of improvement. That said, we
are aware that we can do better things and further
improve all of our capabilities in the following areas
in particular:
Deployment of the experience and capabilities we
acquired at airports and maritime transit in urban
settings, which we launched with our concept
outlets at Uniq,
Please read the adjacent QR code
via smartphone to reach detailed
information on BTAs operations or
visit www.bta.com.tr.
22

TAV 2014 ANNUAL REPORT

Cakes & Bakes, which has ever-growing business


opportunities, including our Turkish delight
company BTU, and
Gda 360, which we established recently as our
venture into this new industry in order to undertake
the supply and distribution of these potential
opportunities.

Q What kinds of opportunities do industry related


developments and technological advances present to
your company?
A Technological advances such as using digital
menu boards instead of wood frame boards that
need to be replaced every time the menu changes,
along with the related print costs; software systems
that enable centralized monitoring of cold storage
measurements; custom software that nearly
eliminates human error in cash register systems; and
biometric time clocks and devices to track employee
hours more precisely. We closely monitor every
relevant development around the world in this regard.

BTAS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To consolidate our companies


that operate in various
business lines in a wide
geographic area under a single
roof.

To expand the geographic


scope of our operations,
increase the recognition and
value of our brand, and create
more jobs.

To pass all of this value we


create onto future generations
and to ensure its sustainability.

Q What are your short, medium and long-term


strategic goals?
A Short Term:


We aim to consolidate our companies that operate


in various business lines in a wide geographic
area under a single roof.
Medium Term:
We intend to increase the number and expand
the reach of our service points, strengthen the
recognition and value of our brand, and create
more jobs.
Long Term:
We strive to pass all the value we create on to
future generations and to ensure its sustainability.

Q What steps have you taken to date, and what


steps do you plan to take in the near future, as part
of your TAV-independent growth strategy (providing
services outside of TAV-operated airports)?
A The steps we have taken so far in this regard
include:
Operating food and beverage areas at Uniq
Istanbul, the citys newest, popular shopping and
entertainment center,
Assuming the food and beverage services for the
Volkswagen Arena concert and activity hall, which is
also located on the premises of this complex,
Operating MEF Universitys cafeteria and our
concept service points on the campus, and
Launching the Loqum brand, which we established
as a joint venture and continue to operate very
successfully.

Our plans for the near future include:


Closely monitoring developments and tenders
related to downtown hotels and restaurants to be
leased where we believe we can create value,
Undertaking initiatives to launch new concept food
rest stops boasting the BTA product and service
quality on intercity highways that we see as a
significant need,
Further developing the framework we set up to
grant franchising rights to our brands as well as
the negotiations we have conducted with select
international chains to be the franchisee for their
brands, and
Monitoring all tenders, similar to the Salalah tender
that we participated in jointly with AT and which
we won, with comparable operational scope and
significant financial magnitude with a preference for
the same region.

Q Is there a region that you target specifically for


growth?
A Our first and foremost priority is to have a
presence everywhere our parent company TAV
invests. In addition, we have a positive outlook on all
areas, particularly airports in line with TAVs existing
standards regardless of the geographic location,
which we already operate in or have the capability to
do so and that will generate profit and create value
for us.

23

We aim to take on more projects in


line with our growth strategy,
expand our service portfolio
and our employee base.

The core components that set us apart from


other information technology firms in the
industry are our state-of-the-art technology
products that can be easily adapted to any
business process, our highly competent
employees who are equipped with superior
knowledge of the aviation sector, and our
skilled engineers.
Binnur Gleryz Onaran
TAV IT General Manager
24

TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

TAV IT

Q How does your company create value?


A TAV IT uses its specialist staff, aviation
experience and products to provide a vital service
in airport operations. The companys primary
objectives are to offer integrated turnkey airport
systems, increase efficiency not only through
IT solutions but also by restructuring business
processes, and attain the optimal utilization of
airport resources.
With 13 years of experience and a variety of
aviation industry related product offerings, the
company provides 24/7 support to airports
while also rendering domestic and international
consultancy services. We provide services
at internationally recognized ITIL, COBIT and
CMMI standards. Thanks to our experience and
know-how in the aviation industry and airport
infrastructure systems, we are able to generate
the best solutions spanning a diverse range of
services, from analysis and design, to consultancy,
support and maintenance. TAV IT provides turnkey
solutions without operational disruption during
deployment or development for airports of all
sizes, in both improvement projects of existing IT
systems as well as in initial IT system installations
at new airports.
We expand our product portfolio every year in
accordance with our strategy of continuous
development. As part of this effort, the following
additions were made to our product offering in
2014:
We completed the necessary development for
the TAV SmartZone application as one of the
first companies in the world to deploy iBeacon
technology. Using these features, we will be
undertaking joint initiatives with AT and
BTA to make available modern promotional
campaigns, special offers and location-based
promotions to TAV SmartZone users and AT
and BTA customers.

We completed development of the Slot


Coordination and Management System (SCMC)
product that allows airports to make highly
reliable slot planning decisions based on the
operational and physical constraints of the
airports, use their capacities more effectively,
and foresee their future needs.
We completed development of the Shrike
product, which is designed to meet the
monitoring and management needs of TAV
ITs products, and its infrastructure equipment
and systems. Shrike enables the centralized
monitoring and management of TAV ITs
products, integrations, and its infrastructure
equipment and systems.

Q What are the basic components of your


business model? What constitutes the foundation
of your business?
A The core components that set us apart from
other information technology firms in the industry
are our state-of-the-art technology products that
can be easily adapted to any business process,
our highly competent employees who are
equipped with superior knowledge of the aviation
sector, and our skilled engineers who are adept
at working with advanced technology. We strive
to meet and exceed the expectations of all of our
clients by generating innovative and practical
solutions. In addition, we aim to roll out flexible
airport IT products to beat the competition and to
provide 24/7 uninterrupted service.

Q What are the three most important factors


behind your success?
A 1. To provide 24/7 uninterrupted operations
services as well as round-the-clock maintenance
and support services to ensure customer
satisfaction,

25

Our Service Companies


Today and Tomorrow

TAV ITS ELEMENTS OF SUCCESS


CUSTOMER
SATISFACTION
To provide 24/7 uninterrupted
operations services as well as
24/7 maintenance and support
services to ensure customer
satisfaction.

BEST IT
SOLUTIONS
To develop our own products
and offer flexible IT solutions
that will fully meet customer
needs and expectations.

2. To develop our own products and offer flexible


IT solutions that will fully meet customer needs
and expectations, and
3. To operate at a high level of efficiency as a
result of the synergy with our specialist technical
personnel who have ample industry experience.

Q Are there any capabilities that you need to


improve? If so, what are they?
A We have always embraced the principle of
closely monitoring advances in technology and
figuring among the worlds pioneers in terms of
adopting new technologies. This approach allows
us to increase the flexibility of our products as
well as their benefits to customers. Meanwhile,
our innovative product and service offerings assist
clients in constantly improving their own internal
processes and enable them to provide their own
products and services to their customers under
more innovative structures.
In addition to administering the IT infrastructure
related tasks of all TAV airport projects, we have
also offered products and services to nonGroup clients since 2011. We have successfully
completed the design and deployment of the IT
infrastructure and aviation systems of Medinah
Prince Mohammad bin Abdulaziz Airport in Saudi

26

TAV 2014 ANNUAL REPORT

EXPERT
EMPLOYEES
To operate at a high level of
efficiency as a result of the
synergy with our specialist
technical personnel who have
ample industry experience.

Arabia that will commence operation in 2015;


we have positioned our products within this
project and we plan to begin providing operations,
maintenance and support services in 2015. We
have successfully completed the project where
we deployed our own products at the Riyadh and
Dammam airports of the General Authority of Civil
Aviation of Saudi Arabia (GACA); pursuant to the
subsequent O&M tender that were awarded to
TAV IT, we will provide maintenance services for
three years for our own software programs AODB,
FIDS and RMS. We plan to undertake the design
and deployment of the aviation systems, network
and infrastructure work of Riyadh King Khalid
Airports fifth terminal and we will also deploy
TAV IT products at this facility.
We won Abu Dhabi International Airport Midfield
terminals communication technology tender.
In addition, we continue to conduct negotiations
to participate in a number of projects and make
preparations to bid in tenders in various countries
including Iran, Indonesia, Qatar, Kuwait, Croatia,
Cyprus, United States, Germany, Czech Republic
and Malta.

TAV ITS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To continue to expand our


product portfolio and to
complete the tenders for
which we are awaiting the
results in the fastest and most
successful manner.

To take on more projects in line


with our growth strategy and
to expand our service portfolio
and our employee base.

To increase our brand


recognition globally.

Q What are your short, medium and long-term


strategic goals?
A Short Term:
To continue expanding our product portfolio and
to complete the tenders for which we are awaiting
the results in the fastest and most successful
manner.
Medium Term:
To take on more projects in line with our growth
strategy and to expand our service portfolio and
grow our employee base.
Long Term:
To increase our brand recognition globally.

Q What steps have you taken to date, and what


steps do you plan to take in the near future, as
part of your TAV-independent growth strategy
(providing services outside of TAV-operated
airports)?
A As a result of the initiatives we have carried
out since 2011, we generated a significant part of
our total EBITDA in 2014 from non-TAV Holding
Please read the adjacent QR code
via smartphone to reach detailed
information on TAV ITs operations or
visit www.tavit.aero.

airports. In 2015, we aim to generate more


from airports not operated by TAV. The tenders
we have bid in and have been shortlisted on in
2014 have a total project value of US$ 1 billion.
In addition, our ERP team also began serving
non-Group companies. We are expending efforts
to do business with a larger number of non-Group
clients in the period ahead.

Q Is there a region that you target specifically


for growth?
A In addition to the growing Middle East market,
we are monitoring and working on all potential
business opportunities in the world regardless of
location.

27

Within the next five years, we


aim to add 40 additional lounge
locations to our current 30
lounges at nine airports.

In 14 short years, TAV Operation Services has


become a giant brand that hosts more than 2
million passengers annually at the passenger
lounges that it operates. The company has
recently taken over the operations of Air France/
KLM Lounges at Frankfurt, Munich and Stuttgart
airports and will soon launch services at
Washington Dulles Airport.
Ali Bora bulan
TAV Operation Services General Manager
28

TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

TAV Operation Services

Q How does your company create value?


A TAV Operation Services, a subsidiary
of TAV Airports Holding, manages nonaviation income and creates value as part
of airport operations. The company does
this by engaging in the operation of TAV
primeclass, which was launched to develop
exclusive services for the evolving needs,
demands and conditions of passengers; the
development and operation of passenger
loyalty programs such as TAV Passport
Card, TAV Passport Plus Card, TAV Passport
Edition Card, and primeclass Lounge Card;
operation of online travel portals such as
TAVPORT.COM and AirportEasy.com as well
as the TAV Tourism travel agency. In addition,
the company develops, markets and leases
advertisement and promotional areas at the
terminals; allocates commercial areas at the
terminals; and operates private passenger
lounges for corporate enterprises, banks and
airline companies that strive to offer unique
opportunities to their clients at airports as
well.

Q What are the basic components of


your business model? What constitutes the
foundation of your business?
A TAV Group has a unique business model
that consists of airport design, construction
and operation. Our business model spans the
management of the entirety of the airports
operations in an integrated manner and
accounts for the competitive advantage of

TAV Operation Services. Execution of this


model relies on a high level of cooperation
between various functions within the Group
and continuous communication. We enjoy
the freedom of encouraging innovation while
operating in a diligent manner. The goal of
TAV Operation Services is to create preferred
brands rather than popular brands. We strive
to be the best in what we do, not to be the
biggest. Our efforts in this regard pay off by
making the company the business partner of
choice in vast regions and various cultures
of the globe, from Germany to Saudi Arabia,
Tunisia to Georgia.

Q Are there any capabilities that you need to


improve? If so, what are they?
A One of our major priorities is to transform
our strengths discussed above into service
at airports abroad not operated by TAV. In
addition, we also intend to launch similar
business ventures and develop projects such
as private passenger lounges at ports and
railway stations, or on ferry systems and
railroad networks.

Q What kinds of opportunities do industry


related developments and technological
advances present to your company?
A Our work is extremely dynamic since
airports host busy traffic on a 24/7 basis. The
most important aspect of our job is closely
monitoring developments in the business
world, technology, and airport operations
and aviation, in Turkey as well as globally.

29

Our Service Companies


Today and Tomorrow

TAV OPERATION SERVICES


ELEMENTS OF SUCCESS
CUSTOMER
SATISFACTION
We embrace customer
satisfaction as a priority. We
see airports as places where
passengers are provided
with all levels of comfort and
luxury in an unlimited fashion
rather than as simply points of
transition, and we shape our
services accordingly.

TAV OPERATION
SERVICES FAMILY
Employing dynamic personnel
who have embraced the
appropriate and effective
service approach, who
were trained properly and
comprehensively, and who
are given support in their
continuous training needs by
the company are indispensible
components of our success.

INFORMATION
The fact that we have extended
TAV Airports know-how
and experience to various
other aspects of airport
operations ranks among the
most important factors of our
success.

Thanks to the flexibility we have to measure


and observe the expectations of end-use
customers due to the B2C aspects of our
TAV Passport and TAV Tourism businesses,
we have a holistic understanding of the
expectations of airport customers and
leverage our operational know-how in
improvement initiatives. The outward-facing,
fast and flexible nature of our business
also allows us to refresh our data collection
constantly so we can forecast the future
more accurately. During the normal course of
operation of our brands, we use technological
advances and tools to their fullest extent.

30

TAV 2014 ANNUAL REPORT

TAV OPERATION SERVICES


STRATEGIC GOALS
SHORT TERM

MEDIUM TERM

LONG TERM

To be a globally sought-after
company in lounge operations
that is also operating a large
network.

To transform TAV Passport,


a unique loyalty card, into an
internationally accepted card.

To transform our strengths into


service at non-TAV operated
airports abroad and to launch
similar business ventures; and
to develop projects such as
private passenger lounges at
ports and railway stations, or
on ferry systems and railroad
networks.

Q What steps have you taken to date, and


what steps do you plan to take in the near
future, as part of your TAV-independent
growth strategy (providing services outside of
TAV-operated airports)?
A We offer our TAV primeclass VIP-CIP
services at the same quality standards
and under the same brand at the airports
we operate abroad; namely, the Tbilisi,
Batumi, Skopje, Ohrid, Monastir and EnfidhaHammamet Airports. We have developed the
network by combining our know-how with
the standards prevailing in each respective
country. In addition to the terminals we
operate, we are also able to offer departure
and arrival welcome services at some
106 terminals across the globe through
AirportEasy.com as a result of the feedback
we have received and the need for such
services that we have identified. Thanks to
Please read the adjacent QR code
via smartphone to reach detailed
information on TAV Operation
Services operations or visit
www.tavisletmehizmetleri.com.tr.

this service, a passenger flying from Munich


to Zurich can receive the welcoming service at
both terminals.
In addition, we currently operate the AF/KLM
Lounges in three German cities that serve
a total of about 150 thousand passengers
annually. Our next goal is to take over the
operation of more than 30 AF/KLM Lounges
worldwide.

Q Is there a region that you target


specifically for growth?
A Germany and France, as well as the
United States and the Middle East-Africa
region, top our list of target geographies.
31

We aim to become involved


in the security of Category A
facilities and gain a larger
market share.

The core components of our business include


aircraft security, facility security, passenger
and luggage security. Our human resources
and technological innovation differentiates us
in the market.
Turgay ahan
TAV Security General Manager

32

TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

TAV Security

Q How does your company create value?


A Commencing operation in 1999 as a
security unit within TAV, TAV Security was
incorporated as a joint stock company in
2006. The company prioritizes customer
satisfaction and strives to strike an optimal
balance between convenience and security.

The company directly provides security


services at the facilities of five TAV airports
in Turkey while serving as a solution partner
for the security of the airports operated by
the Holding abroad. In addition, TAV Security
provides security services at some Category A
facilities outside of airports as well as aircraft
private security services at the airports under
a C license.
Security services are vital for airports and
constitute the single most important element
allowing aviation operations to take place.
No aviation operation can survive without
security services. TAV Security meets the
fundamental need of security practices, which
is the responsibility of TAV airports, while
earning additional income by also providing
services in other areas.

Q What are the basic components of


your business model? What constitutes the
foundation of your business?
A The core components of our business
model include aircraft security, facility
security, passenger and luggage security, and
our employees.

As a result, these elements form the basis


of our security business while we utilize
implementation procedures and security
devices and equipment as the complementary
tools to aid in this objective.

Q Why are you so successful? What are the


three most important factors behind your
success?
A As it is a requirement to succeed as
a member of the TAV Airports family, this
is achieved in accordance with the parent
companys strategies. To ensure success, we
have properly implemented the rule of five
Ws and one H: who, what, where, when, why
and how. The factors that guide us toward our
objective during this process include:
- Importance given to people and the value
added created by them,
- Knowing the task at hand and its
requirements, while identifying the risks,
and
- Ensuring continuity through training and
corrective actions.

Q Are there any capabilities that you need to


improve? If so, what are they?
A TAV Security has an important position
in the airport security sector across Turkey
and ranks among the top 10 companies in the
security industry countrywide. Some 40% of
all air transit passengers are served by TAV
Security. While enjoying this level of success,
perhaps our greatest need for improvement is
in the area of expanding into new markets and
enhancing our marketing capabilities.

33

Our Service Companies


Today and Tomorrow

TAV SECURITYS ELEMENTS OF SUCCESS


VALUING
PEOPLE
We place a priority on our
people and the value added
created by them.

RISK
MANAGEMENT
To ensure success, we have
properly implemented the
rule of five Ws and one H. We
know the task at hand and its
requirements and we identify
the risks.

TRAINING
Ensuring continuity through
training and corrective actions
is core to our operations.

Q What kinds of opportunities do industry


related developments and technological
advances present to your company?
A Since security is in a constantly evolving
state, there is no end to the need for security
services. The soaring level of aviation activity
in Turkey and the importance of aviation
security across the world provide us with vast
business development opportunities while
also allowing us to employ experienced and
certified personnel as well as to accumulate
know-how and marketing capabilities.

Q What are your short, medium and longterm strategic goals?


A Short Term:
To retain our experienced personnel, raise
the share of our certified employees to 80%
of our workforce, and expand our solution
partnership capabilities in airport security
with operations requiring a C license within
airport premises as well as with other
activities.

34

TAV 2014 ANNUAL REPORT

Medium Term:
To engage in business development, become
involved in the security of Category A facilities
in accordance with TAV Airports Holding
policies and gain a larger market share.
Long Term:
To become a recognized brand name in
aviation security that can also provide
services outside Turkey.

TAV SECURITYS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To retain our experienced


personnel, raise the share of
our certified employees to 80%
of our workforce, and expand
our solution partnership
capabilities in airport security
with operations requiring C
license within airport premises
as well as with other activities.

To engage in business
development, become involved
in the security of Category A
facilities in accordance with
TAV Airports Holding policies
and gain a larger market share.

To become a recognized brand


name in aviation security that
can also provide services
outside Turkey.

Q What steps have you taken to date, and


what steps do you plan to take in the near
future, as part of your TAV-independent
growth strategy (providing services outside of
TAV-operated airports)?
A We have not taken any steps in this
direction to date, but we have been fielding
some offers to provide security services at
the airports operated by the State Airports
Authority of Turkey (DHM). We may have an
opportunity to conduct business in this area
pursuant to a strategy to be developed by the
Holding.

Q Is there a region that you target


specifically for growth?
A We have identified two categories of
countries/regions for growth: high-risk
regions and low-risk regions with significant

business potential. One of these categories


comprises the Middle East, Turkeys
immediate neighbors and North Africa.
Even though we receive offers from these
countries, we consider this a risky approach
to business development based on TAVs
brand reputation and potential problems; we
decline these opportunities as they do not
currently pass the cost-benefit test.
Currently, we are receiving solution
partnership offers from the low-risk regions
of Europe and the Nordic countries. To date,
the only joint venture we have participated
in is with ISTC for Schiphol Airport in the
Netherlands. This effort has not borne
fruit yet, but we will continue to pursue
developments related to this matter. The
other area we are active in is participation in
the ECAC working groups. We expect these
responsibilities to open up some opportunities
for us in the European market.
Please read the adjacent QR code
via smartphone to reach detailed
information on TAV Securitys operations
or visit www.tavguvenlik.com.
35

Our target is to become worlds


best information and talent
center in all areas where
TAV operates.

TAV Academy is committed to developing new


talent who will take TAVs accomplishments
forward into the future while, under the TAV
Aviation Minds brand, striving to expand its
training and advisory activities across the
globe.
Bar Mstecaplolu
TAV Academy Coordinator /
TAV Aviation Minds General Manager
36

TAV 2014 ANNUAL REPORT

Our Service Companies


Today and Tomorrow

TAV Academy

Q When was TAV Academy founded and


what is its primary line of business? How
does TAV Academy create value?
A Established in 2006 as the training
and development center for TAV Group
employees, TAV Academy was incorporated
in 2012 in order to transfer the vast knowhow and experience of TAV Group in its
areas of operation to enterprises outside the
Group. Licensed as a training institution and
accredited by Turkeys Ministry of National
Education in 2014, TAV Academy offers
effective development solutions to all TAV
employees to improve their know-how, skills
and capabilities. The Academy also provides
training and advisory services to non-TAV
Group airports under the TAV Aviation Minds
brand.

We know very well that companies which


fail to prioritize their human capital and
employee development cannot attain
sustainable success. Development of
personnel, which constitutes the most
important driving force behind the
Companys success, plays a key role in TAVs
growth. In addition to the training modules in
the TAV Academy catalogue, which consists
of more than 100 courses for employees, we
also organize customized training programs
based on needs that arise throughout the
year. In addition, we offer online training
opportunities through our e-learning
platform, TAV e-Academy.

Talent development has been a priority


for us since day one. The intra-company
mentoring program that we introduced in
2014 is yet another new learning platform
where our senior managers and executives
pass on their knowledge and experience to
the younger generations.
Q What kind of opportunities do industry
developments and technological advances
present to your company?
A Today, e-learning has become a key
tool to support classroom training. As the
penetration of smart phones and tablets has
intensified and these devices have become
a major part of the lives of Generation Y, we

37

Our Service Companies


Today and Tomorrow

TAV ACADEMYS ELEMENTS OF SUCCESS


PARTICIPANT
SATISFACTION
It is of utmost importance for
us that participants in our
training and development
programs are satisfied both
with the content of the courses
and with the presentation
skills of our instructors.
The satisfaction ratio for
our training courses and
instructors in 2014 was 4.85
out of a possible 5.00.

INTERNAL
INSTRUCTORS
One of our strategic
approaches includes
developing our talent pool as
mentors or internal instructors
so as to allow them to share
their knowledge and skills with
other TAV employees.

responded by designing some of our training


courses in the form of e-learning and video
modules. This allows employees to access
training related information whenever
they want, wherever they want. As a result,
personnel can revisit and refresh the
subjects they have learned in detail through
classroom training sessions as needed. I
can confidently state that we have one of the
strongest e-learning platforms in the airport
industry today.
Q What kinds of activities does TAV
Academy undertake for corporate
development?
A We are one of the 15 designated
global training centers of Airports Council
International (ACI), which is the main
airport operation industry body with more
than 1,800 member airports. Each year
we hold various ACI training sessions at

38

TAV 2014 ANNUAL REPORT

CONTINUOUS
DEVELOPMENT
We are constantly and
diligently improving our
individual and institutional
skills thanks to our
memberships in international
organizations, the projects we
undertake with our partners,
and our collaboration with
academia.

our own facility and bring together airport


professionals from every corner of the
world. We learn from them as they in turn
learn from us. In 2014, we began to conduct
joint training programs in conjunction
with our parent company ADPs training
department. As part of this effort, we held a
joint training initiative in Paris for ADP and
TAV employees. Another area we focus on
for corporate development is forging ties
between the industry and academia. We
are developing joint projects with Turkish
universities that have aviation-related
departments as well as world-renowned
universities abroad such as Harvard
Business School, Columbia University and
University of Virginia.

TAV ACADEMYS STRATEGIC GOALS


SHORT TERM

MEDIUM TERM

LONG TERM

To further expand the training


services in airport operations
we offer outside of TAV Group.

To become an International
Civil Aviation Organization
(ICAO)-certified training center.

To be able to offer TAVs


know-how outside of airport
operations to the entire globe
in the form of training and
consultancy solutions.

Q What steps has TAV Academy taken to


date, and what steps do you plan to take
in the near future, as part of your growth
strategy outside of TAV?
A We established TAV Aviation Minds
in early 2013 in order to make TAVs
vast know-how and experience in
airport operations available to non-TAV
Group airports. TAV Aviation Minds is an
internationally recognized training provider
that boasts International Civil Aviation
Organization (ICAO)-accredited instructors.
We have proven our quality standards with
ISO 9001:2008 Quality Management System
certification issued to us by the British
Standards Institution.

Our instructors, who have undertaken largescale projects particularly in Saudi Arabia,
provided training to the executive staff of
25 different airports in China as well as to
ground handling personnel at Kutaisi Airport
in Georgia during 2014. As a result of these
overseas programs administered in 2014,
we have conducted a total of 377 training
days.

Q Is there a region that you target


specifically for growth?
A We are strategically focusing our efforts
on developing countries. We expect to add
Jordan and Oman to the regions we serve
in 2015, thereby conducting more than
400 days of training outside of TAV Group.
TAV Academy is continuing the meetings in
Uganda and Mongolia. We attend aviation
exhibitions in a large number of countries
from South Africa to Abu Dhabi and
promote our activities to airport executives.
We have received strategic partnership
offers from the training centers of various
European airports this year; we are
currently evaluating these requests. Such
collaborations that will create value for us in
accordance with our objectives will allow us
to access new regions even faster.

Please read the adjacent QR code


via smartphone to reach detailed
information on TAV Academys operations
or visit www.tavakademi.com.
39

Active across the entire airport


operations ecosystem on its own
or through affiliate companies,
TAV Airports is equipped with
the state-of-the-art tools and
deep know how to turn the
industry-wide growth into
new opportunities.

40

TAV 2014 ANNUAL REPORT

41

Board of Directors Message


TAV Airports has accumulated significant know-how in the
area of airport operations over 14 years time. While serving
as a model with the state-of-the-art airports it has built, the
Company has also become a major operator that sets the
standards in airport operations.

As the Fed stopped its massive quantitative


easing program in 2014 and declared that it
could start the tightening cycle in 2015, the
US economy officially made its exit from the
recession dating back to the 2008 financial crisis
and once again took its place as the engine of
global economic growth. Thus, the US economy
grew at 2.4% in 2014, a rather impressive rate
for a developed economy. On the other hand, in
Europe, we continue to see bifurcated growth,
with the south lagging the rest of the continent.
It is being forecast that while the developed
markets will achieve modest economic
expansion in 2015, emerging economies are also
expected to grow, albeit at a slower rate than in
previous years.
Domestic demand in Turkey began to weaken
as a result of the macro-prudential measures
implemented by the economy administration to
keep private consumption in check and to reduce
the current account deficit in late 2013. However,
growth began to pick up in the second half of
2014 as industrial production started to expand
at a moderate clip. The most recent forecasts
indicate that Turkey will end 2014 with GDP
growth of 3.3%.

In 2015, we expect Turkey to reap the


benefits of the steps taken by the
economy administration over the last two
years.
Inflation and, as a result, interest rates are
expected to decline in 2015 due to the base
effect and the sharp drop in oil prices. A major
improvement in the current account deficit is
also anticipated due to both the devaluation of
the Turkish lira and falling energy prices. Against

42

TAV 2014 ANNUAL REPORT

this favorable macroeconomic backdrop, private


sector investment and private consumption
expenditures are expected to pick up steam as
Turkeys economic growth accelerates to
around 4%.
At TAV Airports, we can keep a close watch on
private consumption trends through the duty
free sales performance of the Turkish airports
operated by us. As we posted excellent duty free
sales particularly in the last two months of 2014
we observed that Turkish consumers began
getting used to the new exchange rate levels
after the steep fall in the value of the Turkish
lira in late 2013. We expect this expansion in
consumer spending to continue in 2015 and
further boost our duty free sales performance.

World aviation market continues to grow


briskly.
The rise of new megacities across the globe and
further growth of the existing ones as a result
of urbanization trends worldwide are creating
major demand for air transport between these
metropolises. Increased globalization of trade
and commerce is also giving a significant boost
to air traffic. As the growing global middle class
bolsters the global tourism industry in particular,
Turkey, the worlds rising star in this sector,
today ranks sixth in international tourist arrivals
while the country did not even appear in the top
15 in year 2000. Turkeys airline companies and
especially Turkish Airlines are registering eyepopping passenger growth rates thanks to their
strategy of positioning Istanbul as a transfer hub
for the region and capitalising on the increasing
popularity of Turkey as a touristic destination.

In this robust macro environment, aviation


industry players are extremely optimistic for
prospects of world air traffic growth. Boeing and
Airbus predict that over the next 20 years
global airline passenger traffic will expand
at a compound annual rate of between 4%
and 5%, in effect almost doubling passenger
traffic totals from todays level. In Turkey,
Eurocontrol is forecasting 7% compound annual
growth in passenger traffic until 2020 while
the Turkish State Airports Authority (DHM)
expects compound average annual growth of
9%. Turkeys domestic carriers are pursuing
aggressive fleet expansion programs in line with
these trends.
Taking these developments into consideration,
regulatory authorities in both developed
countries and emerging markets have continued
to look to the private sector for know how and
financial resources in order to upgrade airport
infrastructure to modern-day standards as well
as to prepare for expected capacity expansions.
As passenger traffic soars at existing airports,
we will see continued modernization and
capacity increases at airport facilities across the
world through privatizations and transfers of
operation rights.

TAV Airports has accumulated significant


know how in this area over 14 years time.
In 14 years TAV Airports has become a best
practice model in airport operations both through
its high standards in operations and with the
state-of-the-art airports it has built. The know
how TAV Airports has accumulated meanwhile,
has become globally sought after as the demand
for training programs put together by TAV
Airports instructors clearly demonstrates.

Augustin de Romanet
Deputy Chair

Active across the entire airport operations


ecosystem through its airport management and
service companies, TAV Airports is equipped
with the state-of-the-art tools and deep
knowhow to turn the industry-wide growth into
new opportunities. In particular, deploying this
experience and know how at non-TAV operated
airports ranks among our top strategic priorities
in the period ahead.
The tenders already awarded to BTA, AT, TAV IT
and TAV Operation Services from outside the
Group suggest that we are on the right track. The
growth of our service companies outside of the
TAV ecosystem will continue at an accelerating
pace in the coming period.
Aroports de Pariss acquisition of an equity
stake in TAV Airports in 2012 paved the way
for both a technical and strategic partnership
between the two airport operators. As a result
of this collaboration, TAV Airports took a 15%
interest in the joint venture that operates the
Zagreb Airport at the end of 2013. In addition, the
consortium that also includes the both parties
submitted a bid for the operating rights of
the central terminal building of New Yorks
LaGuardia Airport. This partnership will continue
to create new opportunities for both sides in the
years to come.
TAV Airports has created and will continue to
create significant value for its shareholders. We
would like to extend our heartfelt thanks to our
shareholders for their support.

Dr. M. Sani ener


CEO and Board Member

Hamdi Akn
Chair

43

We left behind a successful year


during which we attained
our targets and expanded our
capabilities with
appropiate strategies.
In the coming period, our growth
will be built on three pillars:
Organic growth at our existing
airports, growth from new airport
additions to our portfolio, and the
growth prospects of our service
companies outside of TAV Group.
Sani ener
CEO

44

TAV 2014 ANNUAL REPORT

45

CEOs Message
As we expanded our airport portfolio in line with our
corporate strategy, we launched a new growth initiative
within TAV Airports: expansion of our service companies
outside of TAV.

Thanks to our successful operations in


2014, we achieved strong financial results.
The social benefits we generated for the
people, environment and economy of the
countries we operate in were the icing on
the cake for us.
As we expanded our airport portfolio in line
with our corporate strategy, we launched a
new growth initiative within TAV Airports:
expansion of our service companies outside
of TAV. In March, we won the tender for
Milas Bodrum Airport, which raised the
number of airports we operate up to 14.
During the year, AT was awarded the
concession to operate the duty free shops
at Salalah Airport in Oman as well as at five
other airports in Tunisia, including Carthage
Airport in the countrys capital. In addition,
AT assumed operation of the duty free
shops at Monastir Airport in Tunisia in July
2014. BTA began operating the food and
beverage outlets at Uniq, which is likely
to become one of Istanbuls most popular
shopping malls. TAV Operation Services
commenced operation of Air France/KLM
passenger lounges at three airports in
Germany. TAV IT won the contract to set up
the IT infrastructure for Abu Dhabi airport.
Expanding the geographic scope of its
services to include Medinah, HAVA posted
a major jump in profitability as a result
of a restructuring program implemented
in 2014. In December 2014, TGS, a joint
venture of HAVA and Turkish Airlines, won

46

TAV 2014 ANNUAL REPORT

a tender from Turkish Airlines to provide


ground handling services for eight major
Turkish airports.
Our total passenger traffic grew 14%
in 2014, climbing to 95 million, while
consolidated revenue rose 9% to 983
million. EBITDA totaled 434 million, up
14% and net profit came in at 218 million,
demonstrating 64% growth, fully in line
with the guidance we had disclosed at the
beginning of the year.
We topped the Istanbul and overall
passenger targets that we had set at
the beginning of 2014. According to
passenger traffic statistics for the year,
Istanbul Atatrk Airport was the fourth
busiest airport in Europe. In order to
ensure uninterrupted passenger growth
at Istanbul Atatrk, we began expanding
this facility in cooperation with the State
Airports Authority of Turkey (DHM). The
investments DHM undertook in the apron
area increased the airports aircraft parking
capability by 25% as of November 2014. A
42% total increase in parking capability will
result as these investments are finalized in
2015. Meanwhile, TAV Airports is initiating
approximately 75 million investment to
increase the capacity of the international
terminal. The terminal extension projects
will be completed in 2016.

At the beginning of 2014 we completed


construction of zmir Adnan Menderes
Airports domestic terminal, which
commenced service as Turkeys largest
domestic airport terminal. In July, we
assumed operation of the domestic
terminal of Milas Bodrum Airport, which we
were awarded the tender for in March; as a
result, we served nearly 1 million additional
passengers during the second half of the
year. Our marketing staff is already working
diligently to help realize the full tourism
potential of Bodrum, which has become a
global brand in recent years. This was also
a stellar year for Gazipaa Alanya Airport,
where passenger traffic grew a dizzying
115% to 726 thousand passengers. After
completion of the expansion projects that
we will be undertaking here, Gazipaa
Alanya Airports capacity will climb to 2
million passengers per year.
Medinah Airport continued to perform
brilliantly with 22% growth in passenger
traffic in 2014. The new terminal building
that will go into service in first quarter 2015
will remove all roadblocks to this airports
future growth. As rapid expansion also
continued at our Georgia and Macedonia
airports in 2014, we extended our airport
portfolio to encompass Eastern Europe by
taking a 15% equity stake in the consortium
that operates Zagreb Airport in 2013.
This year we expect to learn the result of
the tender for the operation of New York
LaGuardia Airport in the United States that
we had bid on in 2014.
We attained all our operational and
financial targets set at the beginning
of the year and the Board of Directors
has resolved to submit for shareholder

approval, a dividend of TL 306 million at


the General Assembly meeting. In 2014, in
line with our 50% dividend payout policy,
we had distributed TL 199 million of cash
dividend from our 2013 net profit.
We finished the year at the top in the
Board of Directors category and in third
place in the overall Corporate Governance
rating. As a result of our sustainability and
corporate governance initiatives, we were
included in the BIST-Sustainability Index
that is comprised of only 15 companies.
We have always strived to be a model
corporate citizen that benefits society as a
whole while conducting its operations. Our
contribution to the public coffers through
tax and concession lease payments has
amounted to TL 8 billion since 2005.
In the coming period, our growth will be
built on three pillars: Organic growth at our
existing airports, growth from new airport
additions to our portfolio, and the growth
prospects of our service companies outside
of TAV Group. We will move forward in all
three areas without compromising the high
performance we have demonstrated to
date.
I would like to take this opportunity to thank
our shareholders and business partners
for placing their trust in us as well as our
employees for their dedicated efforts and
hard work.

Dr. M. Sani ener


Member of the Board of Directors and
President& CEO

47

Concessions at a Glance
Aiport

Type/
Expiry Date

TAV Stake

Scope

International Domestic
2014
Passenger
Passenger Volume
Passengers Fee
Fee
Guarantee

Istanbul Ataturk

Lease
(Jan. 2021)

100%

Terminal

57,0

US$15
2.5 (Transfer) 3

No

Yearly Lease/
Concession
Fee Paid

Net
Debt(1)

$140m + VAT

(71)m

Ankara Esenboga

BOT
(May 2023)

100%

Terminal

11,0

15

0.6m Dom.,
0.75m Int'l
for 2007+%5
p.a
-

Izmir A.Menderes

Lease
(Dec. 2032)

100%

Terminal

10,9

15

No

Gazipasa Alanya

Lease
(May 2034)

100%

Airport

0,7

8(3)

TL6(3)

Milas Bodrum

Lease
(Dec 2035)

100%

Terminal

3,9

15

Tbilisi

BOT
(Feb. 2027)

80%

Airport

1,6

Batumi

BOT
(Aug. 2027)

76%

Airport

0,2

BOT+Concession
Monastir&Enfidha (May 2047)
67%

Airport

29m+VAT

206m

No

$50,000+VAT(4)

33m

No

143.4m upfront+
(0)m
28.7m+VAT(5)

US$22

US$6

No

(1)m

US$12

US$7

No

(1)m

338m

3,3

No

11-26% of
revenues from
2010 to 2047

No

4% of the gross
annual turnover(6) 52m

No

54.5%(8)

No

2.0 - 11.5m
fixed
0.5% (2016)61% (2042)
variable

Skopje & Ohrid

BOT+Concession
(March 2030)
100%

Airport

1,3

17.5 in
Skopje, 16.2
in Ohrid
-

Medinah

BTO+Concession
(2037)
33%

Airport

5,7

SAR 80(7)

Zagreb

BOT+Concession
(April 2042)
15%

Airport

79m
(2)

2,4

15
4 (Transfer)

1) As of 31 December 2014
2) Accrual basis: Depreciation expense of 13.5m in 2015 to 32.4m in 2032 plus finance expense of 17.8m in 2015 to 0m in 2032
3) Gazipasa tariff increased on January 1, 2015
4) TAV Gazipasa will make a yearly rent payment of US$ 50,000 + VAT plus 65% of net profit to DHMI.
5) Yearly payments start October 2015. Accrual basis: Depreciation expense of 11.1m in 2016 to 38.0m in 2032 plus finance expense of
18.8m in 2016 to 0m in 2032
6) The percentage will be tapered towards 2% as passenger numbers increase.
7) SAR 80 from both departing and arriving international pax. Pax charge will be increase as per cumulative CPI in Saudi Arabia every three
years
8) The concession charge will be reduced to 27.3 % for the first two years that follow the completion of the construction.

48

TAV 2014 ANNUAL REPORT

49

Demand growth continues to climb


in the Turkish aviation industry.
Turkish airport traffic is forecast to
double within the next ten years.

Aviation Industry and TAV


350
170
TOTAL NUMBER OF PASSENGERS IN TURKEY*
(MILLION)

11%
Compound Annual Growth Rate
(CAGR) between 2009-2023

223

*Source: General Directorate of State Airports Authority

205

INTERNATIONAL
DOMESTIC

187

TOTAL
E EXPECTED

166
149
130
118
103

86

106

98

90

180

80

73

66
117

59
107

52

97
86

44
76
51

58

65

41

2009

2010

2011

2012

2013

2014

2015 E 2016 E 2017 E

2023 E

Aviation Industry and TAV


166

Continuing to expand steadily, the Turkish aviation industry


registered 166 million total passengers in 2014, with
compound annual growth of 14% in the period
2002-2014.

80
149

TOTAL NUMBER OF PASSENGERS IN TURKEY

73

(MILLION)

130

14%

118

Compound Annual Growth Rate (CAGR) in Turkey


between 2002 and 2014
Source: General Directorate of State Airports Authority

103

INTERNATIONAL

66

59

52

DOMESTIC
TOTAL

79
70

44

86
86
44

76

65
57
45

38

65

34

58

36
51

34

34

31
36

25

25

31

32

2006

2007

41

21
14
9

2002

2003

52

2004

2005

TAV 2014 ANNUAL REPORT

2008

2009

2010

2011

2012

2013

2014

95.1
54.6
TOTAL NUMBER OF PASSENGERS AT TAV AIRPORTS

83.6

(MILLION)

47.4

14%

71.7

The total number of passengers at


TAV Airports in 2014 increased 14%
to 95.1 million.

40.9

INTERNATIONAL
DOMESTIC

52.6
47.6

32.0
40.5

29.3
36.2

12%

The number of domestic


passengers at TAV Airports
in 2014 increased 12% to
40.5 million.

30.8

18.3

20.6

15%
The number of international
passengers at TAV Airports
in 2014 increased 15% to
54.6 million.

2010 2011 2012 2013 2014


53

Aviation Industry and TAV

1,176

The number of commercial flights in Turkey climbed to


1.2 million in 2014, with compound annual growth of 11% in the
period 2002-2014.

561
1,059

947

TURKEY TOTAL COMMERCIAL FLIGHTS


(THOUSAND)

505

892
463

11%

809

Compound Annual Growth Rate (CAGR) in


Turkey 2002-2014

433

400
693
653

INTERNATIONAL

615

DOMESTIC

353
316

TOTAL

523

615

306

472

554
261

389
321 320

205

459

483

409

151

112 113

308

338 340

266 262
208 207

2002
54

2003

239

2004

2005

TAV 2014 ANNUAL REPORT

2006

2007

2008

2009

2010

2011

2012

2013

2014

742
TAV Airports total commercial flights increased15% to
743 thousand in 2014.

438
649
375

TAV AIRPORTS TOTAL COMMERCIAL FLIGHTS


(THOUSAND)

570

10%

331

Compound Annual Growth Rate (CAGR)


2007-2014

447
416
369 376
319

279

267

229 237

181

304
274
239

168
139

140 139

2007

2008

149

INTERNATIONAL
DOMESTIC
TOTAL

2009

2010

2011

2012

2013

2014
55

Aviation Industry and TAV


Traffic Outlook

1.
2.

World air traffic will


double in the next
20 years.

- Boeing projects 4.2% CAGR for world air


traffic (2013-2033).
- Airbus projects 5% CAGR for 2013-2033
and 4% CAGR for 2023-2033.

*Source: Airbus Global Market Forecast 2014,


Boeing Current Market Outlook 2014

Turkish air traffic will


double in the next
10 years.

- Passengers to double in 10 years.


- Eurocontrol, projects 7% CAGR for
Turkey until 2020 while DHMI expects
9% CAGR in Turkey until 2023.

*Source: Eurocontrol, DHMI

3.

Aggressive fleet
expansion plans of
major airlines in Turkey.

- THY to double fleet to 424 by 2020.


- Pegasus to increase fleet to 107 by 2020

*Source: THY Presentation (December 2014),


Pegasus Presentation (2014)

4.
5.

Capacity growth of 9%
in 2015

- Seat capacity increase of 9% expected at


Atatrk Airport international scheduled
traffic in 2015 following 13% rise in 2014

Expansion plans at
Atatrk Airport:

- Terminal capacity will increase by


extension of international terminal.
- Number of aircraft parking positions to
rise from 102 to 145 (funded by DHMI).

*Source: ADI

*Source: DHMI, Ministry of Transportation

56

TAV 2014 ANNUAL REPORT

Region: 2013 (travel per capita)/2033 (travel per capita)


2,5

2033

2013

1,5

0,5

Africa

Asia/Pacific

CIS

Middle East

Latin
America/
Caribbean

Europe

North
America

Kaynak: Airbus Global Market Forecast

Proportion of Middle Class in World Population:

World

Middle Class Population (million people)

8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000

33%

48%

2013

2023

63%

2033

Source: Airbus Global Market Forecast


57

Aviation Industry and TAV


Macro Data for the Areas We Operate In

Macedonia

Latvia

Georgia

Croatia

Country

58

Indicator

Unit

Scale

Gross domestic
product, current
prices

US dollars

Billions

Gross domestic
product per capita,
current prices

US dollars

Units

Inflation, average
consumer prices

Percent
change

Population

Persons

Gross domestic
product, current
prices

2012 2013
56

57

2014

2015

2016

2017

2018

2019

58

60

62

66

70

74

13,077 13,401 13,624 13,995 14,503 15,314 16,315 17,350

3.4

2.2

-0.3

0.2

1.0

1.5

2.5

2.5

Millions

4.3

4.3

4.3

4.3

4.3

4.3

4.3

4.3

US dollars

Billions

16

16

16

17

19

20

22

24

Gross domestic
product per capita,
current prices

US dollars

Units

3,523 3,597

3,607

3,918

4,25

4,607

4,995

5,437

Inflation, average
consumer prices

Percent
change

Population

Persons

Gross domestic
product, current
prices

-0.9

-0.5

4.6

4.9

5.0

5.0

5.0

5.0

Millions

4.5

4.5

4.5

4.5

4.5

4.5

4.4

4.4

US dollars

Billions

28

31

33

34

36

39

41

44

Gross domestic
product per capita,
current prices

US dollars

Units

Inflation, average
consumer prices

Percent
change

Population

Persons

Gross domestic
product, current
prices

13,886 15,187 16,145 16,836 17,887 19,214 20,596 22,090

2.3

0.0

0.7

1.6

1.9

2.0

2.1

2.2

Millions

2.0

2.0

2.0

2.0

2.0

2.0

2.0

2.0

US dollars

Billions

10

10

11

12

13

14

15

16

Gross domestic
product per capita,
current prices

US dollars

Units

4,638 4,931

5,262

5,688

6,134

6,608

7,087

7,625

Inflation, average
consumer prices

Percent
change

Population

Persons

TAV 2014 ANNUAL REPORT

Millions

3.3

2.8

1.0

1.5

2.3

2.3

2.3

2.3

2.1

2.1

2.1

2.1

2.1

2.1

2.1

2.1

Turkey

Tunisia

Saudi Arabia

Country

Indicator

Unit

Scale

Gross domestic
product, current
prices

US dollars

Billions

Gross domestic
product per capita,
current prices

US dollars

Units

Inflation, average
consumer prices

Percent
change

Population

Persons

Gross domestic
product, current
prices

2012 2013
734

748

2014

2015

2016

2017

2018

2019

778

805

840

877

918

962

25,139 24,953 25,401 25,778 26,357 26,975 27,692 28,460

2.9

3.5

2.9

3.2

3.4

3.6

3.4

3.3

Millions

29.2

30

30.6

31.3

31.9

32.5

33.2

33.8

US dollars

Billions

45

47

49

50

51

53

55

57

Gross domestic
product per capita,
current prices

US dollars

Units

4,198 4,317

4,467

4,503

4,586

4,704

4,821

4,953

Inflation, average
consumer prices

Percent
change

Population

Persons

Gross domestic
product, current
prices

5.6

6.1

5.7

5.0

4.2

4.0

4.0

4.0

Millions

10.8

10.9

11.0

11.1

11.2

11.3

11.5

11.6

US dollars

Billions

789

820

813

861

911

965

1,022

1,082

Gross domestic
product per capita,
current prices

US dollars

Units

Inflation, average
consumer prices

Percent
change

Population

Persons

10,531 10,721 10,518 11,018 11,536 12,104 12,688 13,300

Millions

8.9

7.5

9.0

7.0

6.5

6.2

6.2

6.2

75.0

76.5

77.3

78.2

79.0

79.8

80.6

81.3

Source: IMF, World Economic Outlook Database, October 2014

59

Aviation Industry and TAV

According to Turkish State Airports


Authority (DHM) statistics, total passenger
traffic at Turkeys airports rose 11% during
2014 compared to 2013 and totaled 166
million.

The share of airports operated by TAV


Airports in Turkey (Istanbul Atatrk, Ankara
Esenboa, zmir A. Menderes, Milas Bodrum
and Gazipaa Alanya) in total passenger
traffic at the countrys airports remained
unchanged at 49% in 2014.

Passenger Traffic in Turkey (Million)


2012

2013

2014

25
20
15
10
5
0
Jan

60

Feb

Mar

TAV 2014 ANNUAL REPORT

Apr

May

June

July

Aug

Sep

Oct

Nov

Dec

According to Turkish State Airports


Authority (DHM) data, total commercial
flight traffic at Turkeys airports rose
11% during 2014 compared to 2013 and
exceeded 1.2 million.

The share of airports operated by TAV


Airports in Turkey (Istanbul Atatrk, Ankara
Esenboa, zmir A. Menderes, Milas Bodrum
and Gazipaa Alanya) in total commercial
flight traffic at the countrys airports
remained unchanged at 51%,
in 2014.

Commercial Flight Traffic in Turkey (Thousand)


2012

2013

2014

140
120
100
80
60
40
20
0
Jan

Feb

Mar

Apr

May

June

July

Aug

Sep

Oct

Nov

Dec

61

We sustained our profitable


financial structure.
TAV Airports translated its successful
operations into strong financial results in
the reporting year. The Company increased
consolidated revenue by 9% to 983* million
and consolidated EBITDA by 14% to 434
million in 2014. As a result, TAV Airports
ended the year with record high net profit of
218 million.
*IFRIC 12 adjusted.

Financial Summary

NET PROFIT
MILLION

218

64%

TAV Airports Net Profit increased


64%, rising from 133 million in
2013 to 218 million in 2014.

131

2012

133

2013

2014

Financial Summary

The proposal for a total dividend payment of TL 306 million and TL 0.8425 per share from the 2014 net
profit was submitted for the approval of the General Assembly.

Summary Income Statement ( million)


Revenue*
EBITDA*
EBITDA Margin
EBITDAR*
EBITDAR Margin
Net Profit

2013
904
381
42.1%
524
58.0%
133

2014
983
434
44.1%
570
58.0%
218

Change
9%
14%
2.0 ppt
9%
0
64%

Summary Balance Sheet ( million)


Current Assets
Non-current Assets
Total Assets
Current Liabilities
Non-current Liabilities
Total Liabilities
Shareholders Equity

2013
780
1,586
2,366
393
1,347
1,740
626

2014
908
1,738
2,647
343
1,558
1,901
746

Change
16%
10%
12%
-13%
16%
9%
19%

Summary Consolidated Cash Flow


Statement ( million)
Cash at the Beginning of the Period
Net Cash Provided from Operating Activities
Net Cash Used in Investment Activities
Net Cash Used in Financing Activities
Cash Balance at the End of the Period

2013
96
526
-197
-370
55

2014
38
525
-220
-246
96

Change
-60%
0%
12%
-33%
74%

*IFRIC 12 Adjusted

64

TAV 2014 ANNUAL REPORT

Consolidated Revenue*
million

847

904

983

9%
TAV Airports 2014
consolidated revenue
increased 9% compared
to the previous year and
totaled 983 million.
*IFRIC 12 adjusted.

EBITDA
million

14%

2012

2013

2014
434

381
328

TAV Airports 2014 EBITDA


increased 14% compared
to the previous year and
totaled 434 million.
*IFRIC 12 adjusted.

2012

2013

306

Dividend Distribution
TL million

54%
TAV Airports 2014 Dividend
Distribution increased 54%
compared to the previous year
and totaled TL 306 million upon
the approval of General Assembly.

2014

199
143

2012

2013

2014
65

Investments In 2014
Constructed by TAV Airports, a world leader in airport projects and
operations, zmir Adnan Menderes Airports new domestic terminal
commenced service with an opening ceremony in 2014.

Investments ( million)
Acquisition of Tangible Assets
Additions to Airport Operating Rights
Acquisition of Intangible Assets
Total
*The effects of IFRIC 12 accounting change have not been reversed.

66

TAV 2014 ANNUAL REPORT

2013

2014*

-31

-55

-202

-157

-1

-2

-234

-214

Awards & Achievements


Istanbul Atatrk Airport was the fourth
busiest airport in Europe in 2014.
TAV Airports Holding figures among the 15
companies included in the Sustainability
Index launched by Borsa Istanbul in 2014.
In the 41st Pan-European Investor
Relations Survey, conducted by Thomson
Reuters Extel Surveys annually among
16,000 professionals working in fund
management and brokerage firms
worldwide, Mr. Sani ener, CEO and
President of TAV Airports, was voted
Best CEO in Investor Relations in Turkey.
Mr. ener was also named among
the top three CEOs in the European
Transportation Sector category. TAV
Airports, under the leadership of Mr.
ener, was voted Best Company in
the same survey while ranking fifth in
the European transportation sector.
Additionally, TAV Airports Chief Financial
Officer Burcu Geri was voted Best CFO
in Investor Relations in Turkey - Second
Place while Investor Relations Officer
Nursel lgen was named Best IRO in
Investor Relations in Turkey.
Frontier Awards, held by Frontier, the
leading publication of the global duty free
industry, and referred to as the Oscars
of the sector, were presented to their
recipients at a ceremony in Cannes,
France on October 29, 2014. ATs Old
Bazaar shop, located on the departures
floor of Istanbul Atatrk Airports
International Terminal, made the short
list in the Specialty Concept of the Year
category and was awarded the Highly
Commended distinction.
TAV Airports won three awards at the
Turkish Investor Relations Society
(TYD)s Investor Relations Summit.
TAV captured the first place prize in the
Best Annual Report category as well as
awards in two additional categories, Best
Investor Relations Website and Best
Communication of Financial Results.

TAV Airports Holding was presented with


the second highest Corporate Governance
Rating award at the fourth TKYD
Corporate Governance Awards.
TAV Airports Holdings 2013 Annual
Report won the Gold Prize at the LACP
Spotlight Awards and ranked 21st among
100 participating annual reports.
CIO Magazine recognized TAV ITs Slot
Coordination project with a prize in the
publications CIO 2014 Awards.
zmir Adnan Menderes Airports New
Domestic Terminal, constructed by TAV
naat and commencing service in first
quarter 2014, was recognized by the
Turkish Constructional Steel Association
with the National Steel Design Award.
Ankara Esenboa Airport won an award
in the Airport Services category at
the 2014 Skalite Awards, known as the
Tourism Oscars, for making significant
contributions to the development of
Turkeys tourism industry.
AT Duty Free, Turkeys largest duty
free operator, qualified for Green Office
Project certification, an undertaking of
the World Wide Fund for Nature (WWF)
Turkey. With representative offices in
many countries, this organization carries
out initiatives to protect and preserve
the natural environment globally, while
reducing the ecological footprint.

67

Highlights of 2014
TAV Airports distributed TL 199 million in dividends in 2014.

JANUARY

FEBRUARY

01/06/2014, TAV Aviation Minds further


embraces quality
TAV Aviation Minds, a provider of end-to-end
solutions to enhance the total quality and
efficiency of airports worldwide, has met
the requirements for ISO 9001:2008 Quality
Management System certification.

02/04/2014, Employers Liability Insurance


As per the 4.2.8 Article of the Capital
Markets Board Communiqu on Corporate
Governance, issued on January 3, 2014, the
total amount of the existing Employers Liability
Insurance for our Companys members of the
Board of Directors and executive managers,
was raised to USD 45 million, equivalent to
25% of our Company capital.

01/22/2014, Gazipaa Airport welcomes


AnadoluJets inaugural flight
A ceremony was held at Antalya Gazipaa
Airport, operated by TAV Airports, to welcome
AnadoluJets first flight from Ankara. An
offshoot brand of Turkish Airlines, AnadoluJet
will initially fly between Ankara and Gazipaa
five days a week, increasing to seven days a
week from April 2014.

Haluk Bilgi, appointed as TAV Airports North


Africa Director in 2010, (in 2012 for Africa),
has been TAV Tunisia CEO since 2007. Bilgi
was elected first as a member of the African
Board of Directors of the Airports Council
International in October 2013, and then as an
Executive Board Member in 2014 and finally
as an Advisory Consultant to the members of
the Board of Directors of the Airports Council
International in April 2014.
02/10/2014, TAV maintains its leading
position in Europe
Airports Council International (ACI) deemed
passenger traffic growth at TAV operated
airports as one of the best in 2013. According
to passenger growth figures reported by ACI,
Istanbul Atatrk Airport maintained its leading
position among the airports with annual
passenger capacity of more than 25 million, a
title it has held since 2011. Ankara Esenboa,
zmir Adnan Menderes and Macedonia Ohrid
airports were also listed among the best
performers in the annual ranking.

68

TAV 2014 ANNUAL REPORT

02/18/2014, Resolution for Dividend


Distribution from 2013 Profit
It was unanimously resolved, to be submitted
for the approval of shareholders at the
Ordinary General Assembly Meeting of the
Company for the year 2013, that the Company
pay a gross cash dividend of TL 0.5478
(54.78%) for each share representing TL
1 of share capital corresponding to a total
gross dividend outlay of TL 199,008,765;
and that the remaining amount after the
dividend distribution to shareholders be set
aside as extraordinary reserve pursuant to
Capital Markets legislation and the Turkish
Commercial Code.

02/18/2014, Dividend Policy


In accordance with the Capital Markets
Boards Dividend Communiqu numbered
II-19.1, the Companys Dividend Policy, to be
submitted for the approval of shareholders at
the Ordinary General Assembly Meeting of the
Company, is determined as follows below.

02/18/2014, Guidance for 2014


Under normal market conditions the
Companys targets for 2014 include:

As a result, 50% of the consolidated net profit


for the relevant period calculated based on
the periodic financial statements that have
been prepared pursuant to Capital Markets
legislation and in conformity with International
Financial Reporting Standards (IFRS) shall
be distributed in cash or as gratis shares
which will be issued by means of adding such
amount to the Companys share capital subject
to the resolution to be rendered by the General
Assembly of Shareholders of the Company.

- Growth in total number of passengers


served by TAV Airports Holding: 10-12%,
- Passenger growth at Istanbul Atatrk
Airport: 8-10%,
- Revenue growth: 9-11%,
- EBITDA growth: 12-14%,
- Capital expenditures (capex): 100-120
million,
- Net profit growth: Significant improvement
expected.
Note: All financial targets have been adjusted
pursuant to IFRIC 12. Realization of financial
targets is dependent on the attainment of
passenger targets.

The Company makes its profit distribution


determination in accordance with the Turkish
Commercial Code, Capital Markets legislation,
Capital Markets Board Communiqus and
Resolutions, Tax Laws, the provisions of the
other relevant laws, rules and regulations, and
the Companys Articles of Association.

Sustainability of this dividend policy is


one of the integral goals of the Company,
except for such special cases necessitated
by investments and any other funding
requirements for the long term development
of the Company, its subsidiaries and affiliates
and any extraordinary developments in the
economic environment.

69

Highlights of 2014

MARCH
03/07/2014, Dalaman International Airport
tender results
The Companys Board of Directors was
officially notified that the winning bid for the
tender held by the General Directorate of State
Airports Authority of Turkey (DHM) on March
7, 2014 for the Operating Rights Transfer
of Dalaman Airports Existing International
Terminal, Domestic Terminal and its auxiliaries
was offered by another company.
03/17/2014, zmir has a new domestic
terminal
Undertaken by TAV Airports which is one
of worlds leaders in airport projects and
operations, Adnan Menderes Airports new
domestic terminal commenced service with
an opening ceremony. The terminal took 21
months to complete at an investment cost of
266 Million.
03/21/2014, Milas Bodrum Airport tender
results
TAV Airports was awarded by the General
Directorate of State Airports Authority of
Turkey (DHM) the concession for the leasing
of the operating rights of the Milas Bodrum
Airports Existing International Terminal,
CIP/General Aviation Terminal, Domestic

70

TAV 2014 ANNUAL REPORT

Terminal and its auxiliaries, as the highest


bidder. Pursuant to the tender specifications,
the Company has the operation right of the
international terminal from October 22, 2015
to December 31, 2035 (about 20 years and
two months) and the operation right of the
domestic terminal starting from the delivery
date by DHM until December 31, 2035.
The service charges per passenger were set
as 15 for departing international passengers
and 3 for departing domestic passengers
throughout the operation period. Some 717
million (VAT excluded) will be paid as the total
concession lease amount to DHM for the
entirety of the operating period until end-2035.
03/28/2014, Two TAV airports named among
the best at Skytrax awards
Operated by TAV Airports, Istanbul Atatrk
Airport ranked among the top 10 airports in
the category of airport facilities with an annual
capacity of more than 50 Million passengers at
the Skytrax World Airport Awards, the Oscars
of the aviation sector. In addition, Georgia Tbilisi
Airport, also operated by TAV, was recognized
as one of the Top 10 Airports in Eastern
Europe.

05/22/2014, Groundbreaking ceremony for


the new terminal at Zagreb Airport
Construction commenced on the new
passenger terminal at Zagreb Airport,
the gateway to Croatia, a favorite tourist
destination in the Balkans. The consortium
ZAIC, of which TAV Airports is also a member,
broke ground for the new passenger
terminal that will increase the annual
capacity of Croatias Zagreb Airport to 8
million passengers. With a 15% stake in the
consortium, TAV will operate the Zagreb Airport
until 2042.
APRIL
04/04/2014, HAVA expands its service
network to Holy Lands
Providing ground handling services at 23
airports in Turkey and seven in Europe, HAVA
has become the first Turkish company to
receive a ground handling services operating
license in Saudi Arabia. Established to provide
ground handling related services at Medinah
Airport, HAVA Saudi Arabia expanded the
HAVA service network to the Middle East.
HAVA Saudi Arabia was established as a joint
venture of HAVA, TAV and Al Rajhi to manage
the ground handling services at Medinah
Airport, which is operated by TAV Airports.
MAY
05/09/2014, TAV Q1 profit surges 28%
TAV Airports, Turkeys premier global airport
operations provider, reported consolidated net
profit of 20 million for first quarter 2014, up
28% compared to a year earlier. Passenger
traffic at the airports operated by the Company
grew 16% during Q1.
05/13/2014, HAVA adds new airlines to its
European service network
The long-established ground handling service
provider HAVA, via its ground handling
services subsidiary HAVA Europe, signed
agreements with Turkish Airlines and Air
Europa at Munich Airport and with Alitalia
and Brussels Airlines at Hamburg Airport in
Germany, as well as with UTAir Ukraine at Riga
Airport in Latvia.

05/23/2014, TAV begins to offer training in


China
TAV Airports, Turkeys leader in global airport
operations, started to provide training in
China in airport management and operations.
The first training and development program,
designed by TAV Aviation Minds, which was
established to crystallize TAVs know-how
and share it around the world, was held in
Jingdezhen province. The training program,
Airport Marketing and Route Development,
was launched by Li Xiaomei, General Secretary
of the China Civil Airports Association (CCAA),
and included the participation of managers and
specialists from 25 airports, including Beijing
and Shanghai.

71

Highlights of 2014
JUNE
06/18/2014, Sani ener voted Best CEO
In the 41st Pan-European Investor Relations
Survey, conducted by Thomson Reuters Extel
Surveys annually among 16,000 professionals
working in fund management and brokerage
firms worldwide, Mr. Sani ener, CEO and
President of TAV Airports, was voted Best
CEO in Investor Relations in Turkey. Mr. ener
was also named among the top three CEOs in
the European Transportation Sector category.
TAV Airports, under the leadership of Mr.
ener, was voted Best Company in the same
survey while ranking fifth in the European
transportation sector. Additionally, TAV Airports
Chief Financial Officer Burcu Geri was voted
Best CFO in Investor Relations in Turkey Second Place while Investor Relations Officer
Nursel lgen was named Best IRO in Investor
Relations in Turkey.
06/27/2014, BTA aims for the top with new 5
million production facility
As one of the leading companies in the food
& beverage industry in terms of revenues,
investments and operations, BTA has raised the
bar with a new 5 million production facility.
Located in Kra covering 23 thousand squaremeters to serve the worlds leading brands, the
new site increased the production capacity of
Cakes & Bakes five-fold. Thanks to the large
new production facility, BTA will also have a
presence at various city-center locations in
addition to airports and DO ports.
JULY
07/04/2014, TAV launches consultancy
services for transition from construction to
operation
TAV Airports began to provide Operational
Readiness and Airport Transfer (ORAT)
services in order to deploy its know-how and

72

TAV 2014 ANNUAL REPORT

experience from operating at 14 airports for


the integration requirements of taking over and
commissioning processes of various projects.
The TAV ORAT team started its first project at
Medinah Airport, Saudi Arabia via a consortium
in which TAV holds a 33% stake with an
expected in-service date of first quarter 2015.
The TAV ORAT team administers all processes,
including the new systems, take-over of the
building, recruitment and personnel training,
operations procedures, and service contracts
in order to establish an adequate structure for
the airport.
07/11/2014, Establishment of TAV Milas
Bodrum and signing of Concession Agreement
with DHM
We had reported in our material event
disclosure dated March 21, 2014 that the
General Directorate of State Airports Authority
of Turkey (DHM)s tender for transfer of the
operating rights of Milas Bodrum Airports
Existing International Terminal, CIP/General
Aviation Terminal, Domestic Terminal and its
auxiliaries had been awarded to the Company.
We had also disclosed in our material event
disclosure of April 10, 2014 that the approval
of the Competition Authority related to this
tender had been received. A new company
was established and registered under
the name of TAV Milas Bodrum Terminal
letmecilii A.. in order to conduct the
operations of Milas Bodrum Airports Existing
International Terminal, CIP/General Aviation
Terminal, Domestic Terminal and auxiliaries.
The new company, which has a capital of TL
96,500,000, is a wholly-owned subsidiary of
TAV Havalimanlar Holding A.. The concession
agreement for granting the transfer of the
operating rights of the Milas Bodrum Airports
Existing International Terminal, CIP/General
Aviation Terminal, Domestic Terminal and
its auxiliaries has been signed between
the recently-established TAV Milas Bodrum
Terminal letmecilii A.. and DHM on July 11,

2014. Operation of the Milas Bodrum Airports


Domestic Terminal and auxiliaries will be taken
over following the execution of the Concession
Agreement. A concession fee of 717 million
(VAT excluded) will be paid to DHM for the
Operation Rights of Milas Bodrum Airports
Existing International Terminal, CIP/General
Aviation Terminal, Domestic Terminal and
auxiliaries until the end of 2035.
AUGUST
08/04/2014, Duty free areas at Oman Salalah
International Airport
AT Turizm letmecilii A.. (AT), TAV
Airports Holdings 50%-owned subsidiary,
was awarded the tender for the leasing of the
operating rights of duty free areas at Oman
Salalah International Airport. AT will take
over the duty free operations in January 2015
and operate the premises until December
2025 with the option to extend for two years
(10+2 years). Salalah International Airport,
with passenger traffic of 746,994 in 2013, has
a duty free area of about 700 square-meters.
Besides AT, the Companys 67%-owned
subsidiary BTA Yiyecek ecek Hizmetleri
A.. (BTA) and wholly-owned subsidiary TAV
letme Hizmetleri (TAV Operation Services) will
provide food & beverage and other commercial
services, respectively, at Salalah International
Airport.

08/08/2014, TAV first half profit soars 60%


TAV Airports, Turkeys leader in airport
operations, reported consolidated net profit of
85 million for the first half of 2014, up 60%
compared to the previous year. Meanwhile,
passenger traffic at the airports operated
by the Company grew 13% during the same
period.
08/13/2014, TAV makes 143,400,000 lease
payment to DHM
TAV Airports, Turkeys global airport operations
provider, issued a 20% down payment of the
total contract amount of 717 million plus
VAT to DHM for Milas Bodrum Airport, which
became the 14th airport in the Companys
portfolio. At a ceremony held to mark this
momentous occasion, TAV Airports Chair
Hamdi Akn and Chief Executive Officer and
President Sani ener presented a symbolic
check of 143,400,000 to the Minister
of Transportation, Maritime Affairs and
Communications Ltfi Elvan while a key to the
Milas Bodrum Airport was presented to the TAV
executives.
08/21/2014, TAV Airports ranks at the top in
corporate governance
TAV Airports further improved its corporate
governance rating to 9.41, up from 9.17, on
the BIST Corporate Governance Index. ISS
Corporate Services, one of worlds leading
agencies in corporate governance ratings,

73

Highlights of 2014
issued TAV Airports a rating of 9.41 (out of
10.00). At the time of this rating upgrade, TAV
Airports Holding ranked second among the 48
companies on the Borsa Istanbul Corporate
Governance Index.

period is eight years and two months, starting


from November 2014. The project covers the
operation right of 5,406 square-meters of duty
free area at these five airports, which in total
served 8 million passengers in 2013.

08/26/2014, Atatrk Airport uses energy


efficiently, decreases carbon emissions
Operated by TAV Airports, Istanbul Atatrk
Airport received certification for its initiatives
to reduce carbon emissions. Istanbul Atatrk
Airport was upgraded to Level 3 in the Airport
Carbon Accreditation (ACA) program, which
was initiated by ACI Europe, the main trade
body of airport operators.

10/13/2014, HAVA launches 24/7 call center


HAVA, a subsidiary of TAV Airports, has
become Turkeys first ground handling services
provider to establish a call center that provides
round-the-clock service. Passengers will be
able to receive information regarding lost
baggage and airport transfer services by
contacting the call center on 444 0 HVS (487),
24 hours a day, seven days a week.

SEPTEMBER
09/22/2014, TAV presents new business
models for US airports
TAV Airports Holding, Turkeys airport
operations leader, participated in the 20th World
Route Development Forum with Aroports de
Paris (ADP), with which it has established the
worlds largest airport operation platform.
Thirty-eight airports in total, including those
operated by ADP and the 14 airports operated
by TAV Airports in seven countries, were also
represented at the exhibition in Chicago, Illinois,
USA. TAV Airports President & CEO Sani ener
attended the forum as a speaker during the
first day on the panel entitled Airports under
Pressure.
OCTOBER
10/08/2014, Tender for duty free shops at
five Tunisian airports
AT Turizm letmecilii A.. (AT), a TAV
subsidiary, was awarded the tender to
operate the duty free shops at five Tunisian
international airports: the capital city of TunisCarthage, Djerba-Zarzis, Sfax-Thyna, TozeurNefta and Tabarka-Ain Draham. The operating
74

TAV 2014 ANNUAL REPORT

10/23/2014, Istanbul Sabiha Gken Airport


In a material event disclosure dated
September 15, 2014, TAV disclosed that the
Company, Limak Yatrm Enerji retim letme
Hizmetleri naat A.. and Limak naat San
ve Tic A.. (the Sellers) had signed a share
purchase agreement (SPA) related to the
sale of 40% of the shares of stanbul Sabiha
Gken Uluslararas Havaliman Yatrm Yapm
ve letme A.. (ISG) and 40% of the shares of
LGM Havaliman letmeleri Ticaret ve Turizm
A.. (LGM). In addition, the Sellers signed a
separate share purchase agreement regarding
the sale of 19.6% of the shares of stanbul
Sabiha Gken Uluslararas Havaliman Yer
Hizmetleri A.. (ISG Ground Handling) in the
event that other shareholders did not exercise
their below mentioned rights of first refusal,
for the total transaction amount not to exceed
285 Million. The disclosure also reported that
the parties expected the decisions of Malaysia
Airports MSC Sdn Bhd (MAMSC), one of the
existing shareholders of ISG and LGM, and
Malaysia Airports Holdings Berhad (MAHB), one
of the existing shareholders of ISG, LGM, and
ISG Ground Handling, relating to whether they
plan to exercise their rights of first refusal with
respect to the transaction.

with the General Directorate of State Airports


Authority of Turkey (DHM) for amendment
and expansion of the Istanbul Atatrk Airport
International Terminal as part of the Atatrk
Airport Extension Project.

However, in a material event disclosure


dated October 23, 2014 to the relevant stock
exchange, MAHB declared its decision to
exercise its right of first refusal. In the event
that it is determined that the right of first
refusal notice by MAHB was duly served
to the Sellers and that the relevant right of
first refusal has been validly exercised, the
Company will not be a party to the transaction.
NOVEMBER
11/04/2014, TAV listed on Borsa Istanbul
Sustainability Index
TAV Airports, Turkeys global airport operations
provider, was included in Borsa Istanbuls
(BIST) newly established Sustainability
Index. TAV successfully met the requisite
corporate governance, environmental and
social performance criteria, as assessed by
independent institutions, to become listed in
the index.
11/07/2014, Istanbul Atatrk Airport
Extension Project
TAV stanbul Terminal letmecilii A..
(TAV Istanbul), a wholly-owned subsidiary
of TAV Havalimanlar Holding A.., signed a
supplementary contract on November 17, 2014

The extension project is to be realized under


the Collaborative Decision Making Initiative
devised between DHM, Turkish Airlines and
TAV Airports. It aims to increase terminal
capacity to better serve the growing volume
of passenger traffic, maximize comfort and
service quality for Atatrk Airport passengers
and achieve maximum resource efficiency. As
per the supplementary contract, 32 additional
check-in islands will be built (in addition to the
existing 224 islands), the baggage handling
system capacity will be expanded and the
mezzanine floor on the land side will be moved
to the air side in order to increase the air
side passenger area. In addition, to expand
the International Terminal, the existing cargo
terminal will be demolished and replaced with
27,000 square-meters of passenger lounge
space. Four additional passenger bridges will
be added to the 26 existing passenger bridges
at the International Terminal. These bridges
will have the option of providing eight parking
spaces for single aisle aircraft and four parking
spaces for twin aisle aircraft. As a result, the
total number of bridges at the International
Terminal will rise from 26 to 34. Also, 17,000
square-meters of additional outdoor car park
space will be built to supplement the existing
outdoor car parking capacity as part of this
project.
No changes will occur in the duration and the
lease amount of the original Lease Agreement
of Istanbul Atatrk Airport Domestic and
International Terminal, Indoor Car Park and
General Aviation Terminal that expires on
January 2, 2021. All revenues earned from
the commercial and advertising areas of the
new facility will belong to TAV Istanbul for the
duration of the operation. The revenues from
the new car park will be shared with DHM.

75

Highlights of 2014
11/17/2014, Amendments in the Articles of
Association regarding donations
The Board of Directors resolved to apply to
the Capital Markets Board in order to seek
approval for the amendment of the Companys
Articles of Association, Article 4, entitled Aim
and Subject, by adding a paragraph 29 in
accordance with the Capital Markets Boards
Article 6 of the Communiqu on Dividends
numbered II-19.1 which stipulates that
companies can only make donations if this is
explicitly written in their articles of association.
The amendments to the Articles of Association
will be submitted for the approval of the
Companys General Assembly of Shareholders
subsequent to obtaining legal authorization
from the Capital Markets Board and the
Ministry of Customs and Trade.
11/25/2014, TAV Airports wins three investor
relations awards
TAV Airports won three awards at the Investor
Relations Summit held for the third time this
year by the Turkish Investor Relations Society
(TYD). TAV was presented with the first place
prize in the Best Annual Report category
as well as awards in two additional areas,
Best Investor Relations Website and Best
Communication of Financial Results.
11/26/2014, Providing exclusive service to 2
million passengers, growing in the European,
US and Middle East markets
TAV Operation Services posted turnover of
31 million thanks to its exclusive services
for passengers seeking speed and comfort at
airports. As a result of the tenders awarded,
the number of lounges that the Company
operates increased to 30. TAV Operation
Services plans to double this figure and expand
its service to new airports in Europe, the United
States, Africa and the Middle East by end2015. The company has recently taken over
the operations of Air France/KLM Lounges at

76

TAV 2014 ANNUAL REPORT

Frankfurt, Munich and Stuttgart airports and


will soon launch services at Washington Dulles
Airport. The companys target is to operate
more than 30 additional lounges at non-TAV
operated airports by end-of-year 2015.
DECEMBER
12/08/2014, Turkish Airlines ground handling
services tender
The Companys wholly-owned subsidiary
Havaalanlar Yer Hizmetleri A.. (HAVA)
and HAVAs 50%-owned subsidiary TGS Yer
Hizmetleri A.. have submitted their bids for
Turkish Airlines tender for the ground handling
services of Istanbul Atatrk (IST), Ankara
Esenboa (ESB), Istanbul Sabiha Gken (SAW),
zmir Adnan Menderes (ADB), Antalya (AYT),
Adana akir Paa (ADA), Bodrum (BJV) and
Dalaman (DLM) Airports.
12/18/2014, Candidates for independent
board members
At the recommendation of the Nomination
Committee, the Board of Directors resolved
to seek an affirmative opinion of the Capital
Markets Board on the reelection of Independent
Board Members Ms. Didar Sevdil Yldrm, Mr.

Jrome Paul Jacques Marie Calvet, Mr. Tayfun


Bayazt and Mr. Necmi Rza Bozant to be
subsequently presented for the approval of the
next General Assembly of Shareholders as per
the CMBs Corporate Governance Communiqu
II-17.1.
12/30/2014, Turkish Airlines Ground Services
bid results
On December 8, 2014, we announced that
Havaalanlar Yer Hizmetleri A.. (HAVA)
entirely owned by our Company and TGS Yer
Hizmetleri A.. (TGS) 50% owned by HAVA
had given offers in the bid organized by Trk
Hava Yollar A.O. (THY) for ground services of
eight airports in total: stanbul Atatrk (IST),

Ankara Esenboa (ESB), stanbul Sabiha


Gken (SAW), zmir Adnan Menderes (ADB),
Antalya (AYT), Adana akir Paa (ADA), Bodrum
(BJV) ve Dalaman (DLM) Airports.
TGS won the bid with the highest offer. As
a result of this bid, for the following five
years TGS will continue, upon obtaining the
necessary legal approvals, to provide the above
mentioned airports with ground services, sales
outsourcing services and troubleshooting,
maintenance, and spare parts replacement
and revision services for the ground equipment
listed in the inventory of Turkish Airlines.

After 2014
01/27/2015, Independent Board Members

The written notification received from the


Capital Markets Board (CMB) dated January
26, 2015 did not express any negative
opinion on the Independent Board Member
candidacy of Ms. Didar Sevdil Yildirim, Mr.
Tayfun Bayazt, Mr. Jrome Paul Jacques
Marie Calvet and Mr. Necmi Riza Bozanti.
Henceforth, as disclosed in our material
disclosure dated December 18, 2014,
the above mentioned Independent Board
Members will be presented for the approval
of the next General Assembly as per the
Corporate Governance Communiqu II-17.1
of the CMB.

02/06/2015, TAV Urban Georgia share


purchase
The Aeroser International Holding Ltd.
shares representing 4% of TAV Urban
Georgia LLC, where our Company owns
76% of the capital, were purchased for US$
5.2 million. The purchase price for these
shares was determined by negotiation. After
the transfer of shares, the share of TAV
Havalimanlar Holding in TAV Urban Georgia
LLC increased from 76% to 80% while the
share of Aeroser International Holding
decreased from 24% to 20%.

77

Investor Relations and


BIST Performance
Investor Relations
TAV Investor Relations (TAV IR)s main
duty is to make sure that capital markets
instruments issued by TAV Airports Holding
are fairly valued. In order to attain this goal,
TAV IR uses an arsenal of investor relations
tools to communicate the equity story of TAV
Airports in a thorough and accurate manner
to different constituents of capital markets.
TAV IR also makes sure that the Company
is in full compliance vis-a-vis its obligations
arising from capital markets legislation. TAV
IR also coordinates all relevant stakeholders
to make sure that the Company adheres to
the highest corporate governance standards.
There are four main principles TAV IR abides
by in its day to day activities: accuracy,
fairness, speed and proactiveness.
Accuracy
TAV IR pays special attention to making
sure that all information shared with capital
markets participants is well researched,
accurate and thorough. TAV IR believes
that the flow of accurate and thorough
information is paramount to establishing
trust between the Company and capital
markets participants.

78

TAV 2014 ANNUAL REPORT

Fairness
TAV IR is keen on making sure that all
constituents of capital markets receive the
same information regardless of function
(buyside, sellside) or relative size.
Speed
TAV IR is highly aware that information also
has a time dimension in capital markets
and quick information is superior to slow
information. With this awareness, TAV
IR strives to respond to all requests for
information promptly.
Proactiveness
TAV IR keeps a vigilant eye on the Company
and its economic and legal ecosystem and
identifies investor, legislative and corporate
governance related issues before they are
raised by capital markets participants and
stakeholders. TAV IR then promptly and
thoroughly addresses these issues.
In 2014, TAV Airports Investor Relations
participated in a total of 19 roadshows and
conferences and conducted meetings with
nearly 700 investors and analysts in regards
to the Companys operations, financials and
other developments.

Stock performance
The Companys shares, listed on Borsa
Istanbul with the ticker TAVHL, traded
between a low of TL 14.4 and a high of TL
20.0 in 2014. The Companys shares gained
28% in nominal terms and over 1% relative
to the benchmark Borsa Istanbul index in
2014.
Corporate governance rating
The Periodic Revision Corporate
Governance Rating Report issued by ISS
Corporate Services (ISS), an international
corporate governance rating agency that
is also licensed to conduct corporate
governance rating activities in Turkey, has
been completed.
The Companys corporate governance rating
score that stood at 91.76 (9.17 out of 10)
on March 3, 2014 was revised upwards to
94.15 (9.41 out of 10) as of August 21, 2014
thanks to the ongoing improvements made
by the Company in implementing corporate
governance principles.

As a replacement for ISS Corporate


Services, which has discontinued its
corporate governance rating services in
Turkey, TAV Airports Holdings Corporate
Governance Committee resolved to
sign a corporate governance principles
compliance rating contract with SAHA
Kurumsal Ynetim ve Kredi Derecelendirme
Hizmetleri A.. SAHA is a rating agency
officially authorized to rate compliance with
corporate governance principles as set
forth by Turkeys Capital Markets Board. The
contract with SAHA was executed on August
21, 2014 and is effective for two years,
expiring on August 21, 2016.
TAV IR Contact Information
Tel.:
+90 212 463 30 00 /
2120-2122-2123-2124
Fax:
+90 212 465 31 00
IR Website: http://ir.tav.aero
Twitter: @irTAV
Facebook: /irTAV
Address: Istanbul Atatrk Havaliman D
Hatlar Terminali (A Kaps - VIP Yan) 34149
Yeilky/Istanbul

The Companys corporate governance


ratings by subcategory are presented below.
Subcategories
Shareholders
Public Disclosure
and Transparency
Stakeholders
Board of Directors
Total

Weight
0.25

Score
93.05

0.25
0.15
0.35
1.00

96.83
91.72
94.08
94.15

79

Investor Relations and BIST Performance


In 2014, TAV Airports Investor Relations participated in a total of 19
roadshows and conferences and conducted meetings with nearly
700 investors and analysts in regards to the Companys operations,
financials and other developments.

Number of Investor & Analysts Meetings


(Roadshow & Conference)
800

25

Number of Investor & Analyst Meetings

700

Roadshow & Conference Participation

600

20

19

18

17

20

13

500

15

11

400

300

10

200

100
0

0
2007

2008

2009

TAVHL (USD)

2010

2011

2012

2013

2014

Relative to BIST-100

9.5

25%

9.0

20%

8.5

15%

8.0
7.5

10%
5%

7.0

0%

6.5

80

TAV 2014 ANNUAL REPORT

19.12.2014

08.12.2014

25.11.2014

12.11.2014

30.10.2014

16.10.2014

01.10.2014

18.09.2014

05.09.2014

25.08.2014

12.08.2014

25.07.2014

14.07.2014

01.07.2014

18.06.2014

05.06.2014

23.05.2014

09.05.2014

25.04.2014

11.04.2014

31.03.2014

05.03.2014

18.03.2014

20.02.2014

07.02.2014

-15%

27.01.2014

-10%

14.01.2014

5.5
31.12.2013

6.0

-5%

Sustainability
TAV Airports continues to strive toward the vision of being the pioneering and
leading airport operator in its target regions. In pursuit of this vision, the Company
has always aimed to create maximum value for all stakeholders in the countries
and regions where it operates while limiting the environmental impact of its
operations and generating social benefit since the first day it was established.

1. Introduction
As globalization continues to broaden and
deepen in the present day, the economic,
environmental and social challenges as
well as market opportunities encountered
by companies become increasingly varied
and diverse. At the same time, the pace of
change is accelerating while enterprises
that cannot overcome these challenges and
take advantage of the opportunities available
lose their ability to compete effectively. As
problems like climate change and depletion
of natural resources necessitate diverse
stakeholders to act together, the impacts
of economic and social change reverberate
across a wide geographic area. Companies
that want to remain competitive in the future
need to improve their business models
and conduct while moving toward a more
participatory, transparent and accountable
platform that is respectful of the human
condition and the environment.
TAV Airports continues to strive toward the
vision of being the pioneering and leading
airport operator in its target regions. In
pursuit of this vision, the Company has
always aimed to create maximum value
for all stakeholders in the countries and
regions where it operates while limiting the
environmental impact of its operations and
generating social benefit since the first day
it was established.

The principles required to achieve


sustainable growth are at the core of all
Company operations. A bottom-up and
interdisciplinary organizational structure
has been put in place to disseminate
existing know-how within the Company
and to conduct measurement, reporting
and development efforts in a coordinated
manner. The Sustainability Teams at the
airport terminal operating companies are
comprised of representatives from energy
management, waste management, water
management, human resources, corporate
communications, financial affairs and other
related departments within the enterprises
under the guidance of the General Manager
and Deputy General Manager of each
company. The Sustainability Teams report
to the General Manager and Deputy General
Manager of the respective enterprise
and are responsible for carrying out
measurement, assessment and reporting
tasks related to key performance indicators
set forth in the TAV Airports Holding
Sustainability Strategy and Action Plan and
developing projects and recommendations
to improve sustainability performance. The
TAV Airports Sustainability Committee is
tasked with putting together and developing
the Companys Sustainability Strategy and
Action Plan; coordinating and steering
the Sustainability Teams formed within
the terminal operating companies and

81

Sustainability
service providers as part of this effort; and
measuring, improving and reporting on
the Companys sustainability performance.
The Committee consists of representatives
delegated by the managers of the related
departments within the Company and
service providers. The Chairs of the
Sustainability Teams of operating companies
also serve as members of the Committee.
TAV Airports is committed to disclosing
its sustainability performance openly,
transparently and comprehensively to all
Company stakeholders. As part of this effort,
TAV has reported not only its economic
performance but also the Companys
environmental and social impact in
compliance with internationally accepted
standards since 2010. TAV Airports takes
special heed of stakeholder participation
and embraces a participatory management
approach at every phase of its operations.
TAV employs the internationally recognized
Global Reporting Initiative (GRI) standards in
order to present its reporting initiatives in a
comparative and understandable manner.
2. Our Economic Impacts
TAV Airports strives to create maximum
value for all stakeholders. Airport operators
generate direct economic value through the
employment and income opportunities they
create; produce ancillary benefits such as
the emergence of supply chains that ensure
the provision of services and goods and the
development of various industries such as
tourism; and also contribute to the cultural
and social development of their operating
region. Believing in the importance of
socially responsible investment, TAV Airports
successfully met the necessary criteria and
was listed in the Sustainability Index created
by Borsa Istanbul in 2014.
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TAV 2014 ANNUAL REPORT

3. Our Environmental Impacts


In order to strike an optimal balance
between the soaring demand for air
transport and efficient use of natural
resources, TAV Airports strives to adopt and
implement environmental best practices
in every area it conducts operations. To
this end, above and beyond complying with
local and national legal and regulatory
requirements, the Company engages in
energy and environmental management
at global standards to minimize its
environmental impact.
Prioritizing climate change as among the
most significant of its environmental risks,
TAV actively participates in the Airport
Carbon Accreditation program administered
by ACI Europe in order to measure, manage,
reduce and neutralize carbon emissions at
the airports it operates. In addition to issuing
sustainability reports, TAV also discloses
its performance in directly addressing
climate change transparently and regularly
to investors and the public at large via the
Carbon Disclosure Project (CDP).
Engaging in effective water management at
the Companys terminals to ensure efficient
use of water resources, TAV Airports
regularly measures and reports its water
consumption per passenger. Wastewater
is treated and reused at every opportunity;
when that is not possible, it is disposed
of properly. Soaring passenger traffic is
also increasing the importance of waste
management at the terminals. TAV takes
measures to reduce waste production and to
reclaim as much of it as possible during the
reuse, recycling and disposal processes. TAV
also makes efforts to protect biodiversity in
the terminal areas and to minimize the loss
of natural habitats.

4. Our Social Impacts


TAV Airports believes that the satisfaction
of its customers can only be enhanced by
ensuring the well-being of the Companys
employees; as such, TAV defines its
social impacts through these two major
stakeholder groups.

The personal development needs of


employees are served via training activities
in various arts and crafts branches under
the name TAV Workshop. As part of TAV Cup,
tournaments are held throughout the year
for staff members to experience teamwork
in a wide range of sports.

Creating significant local employment


opportunities in its operating countries,
TAV has adopted a world class human
resources policy and strives to be the
most preferred employer in its markets.
TAVs human resources policy is built
on occupational safety, comprehensive
opportunities for the professional and
personal development of employees, and
equal opportunity for all. Offering diversified
and comprehensive training programs for
the professional development of Company
personnel, TAV Academy has established
collaborations with universities and other
academic institutions while also serving
as one of ACIs global training centers. TAV
Aviation Minds, an offshoot of TAV Academy,
was incorporated in 2013 to deploy the
Companys experience and know-how for
the improvement of airports around the
world.

Setting customer satisfaction as a strategic


corporate goal, TAV strives to provide guests
with a quick, comfortable and safe travel
experience. As safety is paramount in the
aviation business, TAV fully complies with all
international and domestic requirements in
cooperation with the relevant authorities.
In order to make all of the Companys
terminals fully accessible to special-needs
passengers, TAV has implemented the
Obstacle-Free Airport Project which was
initiated by the Directorate General of Civil
Aviation of Turkey (SHGM). The initiatives
implemented at the Istanbul Atatrk Airport
as a result of the project were deemed by
Vienna-based Zero Project to be among
the best practices in the world in terms of
accessibility.
TAV Gallery, a culture and arts platform
created to ensure that passengers have a
pleasant time while at the airport, hosts
a large number of diverse exhibitions
throughout the year.

83

Risk Management and Internal Audit


RISKS AND RISK MANAGEMENTS
ASSESMENT
a) Information on Risk Management Policy
Corporate Risk Management Policy
The objective of TAV Airports Enterprise Risk
Management (ERM) Policy is to set forth the
methods and principles for the execution of
the responsibilities and functions that can be
summarized as follows:
Identifying risk factors that may have an
impact on the processes carried out to
attain TAV Airports corporate objectives,
Assuring senior management and
shareholders that the risks assumed are
compatible with the Companys risktaking appetite,
Assessing the risks that have the
potential to create uncertainty and pose
threats, formulating effective control and
action plans commensurate with the
levels of these risks, taking advantage
of opportunities that arise, and working
in cooperation with risk owners and
enterprise risk management (ERM)
officers to ensure the continuity of this
cycle,
Ensuring that management decisions
are made with full awareness of related
risks by carrying out prompt reporting
to facilitate the functioning of decision
mechanisms,
Supporting the management of risks
that are identified in different units and
that have different impacts but that can
have an effect on each other in the most

84

TAV 2014 ANNUAL REPORT

appropriate manner for the greater


benefit of the Company rather than that
of the individual unit, thus contributing to
increased effectiveness and lower losses
at the corporate level.
b) Information on the Activities and Reports
of the Risk Assessment Committee
TAV Airports Risk Assessment Committee
was established and commenced activity
in accordance with the Turkish Commercial
Code* (TCC), and the communiques and
framework of the Corporate Governance
Principles* of the Capital Markets Board.
The Committee was chartered to undertake
activities related to the early detection
and management of all types of financial,
operational, strategic and regulatory risks
that threaten the existence, development
and continuity of TAV Airports companies
as well as to implement action plans for
risks that need to be mitigated. In addition,
the Committee oversees the functioning of
the Enterprise Risk Management System
and gathers information from Company
executives, legal counsel and related units
and performs assessments on a variety
of matters including major lawsuits filed
against the Company, provisions set aside
against potential risks, exchange rate
risk and determination of the Companys
strategy against potential threats. The
Committee meets regularly every two
months and additionally as needed to
ensure the effectiveness of its activities.
* Principle no. 4.5.12 of the Communiqu on the
Determination and Implementation of Corporate
Governance Principles Series: IV, No: 56 as replaced by
Communiqu Series: IV, No: 57 of the Capital Markets
Board and Article 378 of the Turkish Commercial Code
that went into effect in July 2012.

Related management staff may be invited


to the meetings of the Committee based
on the meeting agenda. All activities
and resolutions of the Risk Assessment
Committee are documented as written
meeting minutes and shared with senior
management in the form of official reports.

c) Information about Applied Risk


Management Policies
1. Financial Risk Management
The Company may be exposed to the
following risks depending on its use of
financial instruments:
Credit risk
Liquidity risk
Market risk
Credit Risk
Credit risk is the risk that a customer or
a counter party to a financial instrument
fails to honor its contractual obligations.
Essentially, the Groups customer
receivables and financial losses that may
arise from its bank balances constitute its
credit risk.

The Groups primary financial assets are


cash and cash equivalents, and trade and
other receivables.
The credit risk on cash and cash equivalents
is limited since the counter parties are
banks with high creditworthiness.
Liquidity Risk
Liquidity risk is the risk that the Group is
unable to meet its future cash payments
or other financial obligations. The Groups
liquidity risk is managed by securing
adequate financing facilities from various
financial institutions to fund existing and
future borrowing requirements under
normal circumstances or crisis conditions
so as not to inflict damage on the Group or
harm its reputation.
Market Risk
Market risk consists of all changes in
exchange rates, interest rates and prices
of securities market instruments that can
directly impact the Companys revenues
and the market value of its financial assets.
TAVs market risk management aims to
keep its risk exposure within acceptable
parameters while optimizing potential
returns.

85

Risk Management and Internal Audit


2. Management of Strategic & Operational
Risks
The Company continuously undertakes
improvement and development related
activities at all airports operated by TAV
Airports Holding in order to ensure efficient
and safe operations amid the demands of
growing passenger traffic. Medium and
large scale problems that the Group may
be exposed to within the expanding and
evolving aviation industry are assessed by
the Risk Committee and senior management
on an ongoing basis and long-term
strategies are formulated promptly to
counter potential risks. Primary operational
risks the Company may be exposed to
include unexpected business interruptions,
deterioration in service quality standards
and the inability of aging terminal buildings
to meet the Companys needs. In accordance
with its high quality service strategy, TAV
Airports ensures that its service quality
standard is maintained at the same high
level by way of regular maintenance, repair,
investment, renovation and expansion
related projects at the terminals. The
Company constantly monitors, updates
and practices emergency operations plans
against contingencies, preventing potential
business interruptions and minimizing their
impact on passengers. Infrastructure of the
terminal buildings has been designed in
accordance with specific standards against
force majeure events; the Company is
appropriately insured against losses from
natural disasters and business interruptions.
While it is impossible to fully eliminate
risks, the Company takes these measures in
order to minimize their consequences and
impacts.

86

TAV 2014 ANNUAL REPORT

3. Management of Environmental Risks


TAV Airports takes an environmentally
responsible stance and embraces the
principle of environmental protection to
achieve sustainable long-term development.
Adopting a large number of measures and
carrying out numerous initiatives to manage
environmental risks, TAV Airports strives
to implement solutions above and beyond
what is required by applicable laws, rules
and regulations. TAV stanbul Terminal
letmecilii (TAV Istanbul) has become
the first airport operator to be awarded
Green Enterprise certification as part of
the Green Airport project of the General
Directorate of Civil Aviation of Turkey (SHGM)
of the Ministry of Transportation. TAV Group
initiated efforts to obtain the Level 1
Carbon Accreditation Certification that is
awarded by Airports Council International
(ACI), the leading international organization
of the global aviation industry. As part of
this project, the Company is formulating
sustainable development policies and
undertaking environmental initiatives in
order to reduce and contain the impacts of
air, water, soil and noise pollution on natural
life and habitats.
4. Management of Security, Safety and
Health Risks
Ensuring the physical security of airports
and general aviation safety is a fundamental
part of the operations of TAV Airports. To this
end, the Group conducts security services
through a private security subsidiary
company that boasts ample experience
and superior service quality. This security
component can only be ensured through
close collaboration with key stakeholders
such as airlines, governmental authorities
and the police. In accordance with this
approach, TAV Group implemented Safety
Management System practices while

setting as a key criterion of sustainability


the minimization of occupational health and
safety-related incidents. Given the growing
passenger traffic and the threats inherent in
the nature of civil aviation, airport security
issues will inevitably remain an ongoing
concern. Nevertheless, it is possible to
provide a high level of security service
thanks to advanced safety and security
measures as well as effective equipment
and system installations. Similarly, stepby-step emergency response plans and
preparations are ready to be implemented
in conjunction with relevant stakeholders in
the event of an epidemic risk at the airport
facilities.
5. Management of Information Technology
Risks
Effectiveness and security of information
technology systems are a key component
of uninterrupted high-quality service
provision at the airports. To this end, TAV
Group regularly reviews the course of its
IT infrastructure and projects in keeping
with the corporate strategy and objectives.
Risks related to IT security, which have
proliferated rapidly in recent years, are
monitored closely and countered with
proactive measures. Still, even a minor
interruption in IT systems can have major
adverse consequences for the business
continuity of airport operations. In an
effort to mitigate this risk, the Company
undertakes every possible preventive
maintenance, improvement, protection and
back-up initiative, thereby minimizing ITbased problems that may threaten business
continuity.
6. Management of Legal, Regulatory and
Compliance Risks
The aviation industry is the most heavily
regulated sector in Turkey and across the

globe. Even involuntary non-compliance


with regulatory guidelines or breach of laws
or contractual obligations may result in
reputational damage, business interruption
or financial losses for a company. While
legal risk may appear to be a standalone
risk type, it is in most cases linked with
operational, financial, reputational, or tax
risks. TAV Airports proactive and forwardlooking approach toward monitoring the
legal and regulatory changes in the industry
helps the Company to avoid such risks. The
Company thoroughly assesses precedentbearing resolutions, anticipated changes by
regulatory authorities, and the impacts of
operational changes on statutory liability;
identifies the potentially risk-bearing areas;
and takes action in a timely manner.
Fourteen audits that also covered AT,
BTA and TAV Georgia were conducted in
2014; areas of improvement identified in
conjunction with the Audit Committee were
presented. The Department worked with
all audited units and supported them in
implementing the recommendations. In
addition, the Advisory Services unit, which
was established under the Holdings Audit
Directorate in 2014, began to support TAV
Airports Holding and the Group companies.
Its goal is to improve processes and
practices as well as providing consultancy
services related to minimization of risks that
impact performance and implementation
of the solution recommendations in
improvement-prone areas. The consultancy
services provided by the units span a
wide range of areas including process
management and restructuring, change
management, support in procurement and
project management in new process and
system applications, and resolutions for the
findings of internal audits.
87

Internal Audit
Information on the Internal Control System
and Internal Audit
Audit Activities
TAV Airports Internal Audit Department
performs the audit of the operational,
financial and information systems processes
of TAV Airports and all of its subsidiaries.
The Department carries out its auditing
activities in accordance with an annual audit
plan that is drawn up based on the results
of the risk assessment performed annually
and approved by the Audit Committee.
The Department shares its reports that
summarize the audit results and ongoing
findings with the Audit Committee and the
CEO.
The Internal Audit Department also
contributes to the sustainability of the
Company by identifying and reporting
the deficiencies in risk management and
corporate governance processes, and the
practices that cause inefficiencies and result
in waste of resources.
As part of its auditing activities, the Internal
Audit Department also liaises with the
independent auditor and examines the
reports drafted by the independent audit
team.

88

TAV 2014 ANNUAL REPORT

The consulting portfolio for 2014,


formulated based on the areas of need
and improvement of TAV Group, includes
Advance Demand Planning and Warehouse
Management projects currently in progress
at BTA Tedarik, and the Business Continuity
Management initiative currently underway
within the Holding company with an
expected completion of soon.
An audit conducted by
PricewaterhouseCoopers in 2014 confirmed
that the TAV Airports Internal Audit
Department operates in compliance with
international internal audit standards and
ethical principles.
Consolidation Process
All Group companies in consolidation fall
under the Internal Audit Departments
auditing scope. As a result, the Department
assesses the internal control system with
respect to the operations that impact
the financial statements and provides
reasonable assurance to the management
on the accuracy and reliability of the figures
appearing in the financial statements.
Similarly, the Department assesses
the effectiveness and efficiency of the
management of the risks inherent in the
preparation process of standalone and
consolidated financial statements as well
as the information systems used in the
process.

Corporate Governance
Principles Compliance Report

TAV Airports (the Company) makes every effort


to comply with the Capital Markets Boards
(CMB) Corporate Governance Principles. The
Company has embraced the principles of equality,
transparency, accountability and responsibility of
the Corporate Governance Principles published
by CMB.
The Corporate Governance Principles as
stipulated by the Capital Markets Board are also
embraced by the Company and these universal
principles are fully implemented by TAV Airports.
The Corporate Governance Rating Periodic
Revision Report has been issued by ISS
Corporate Services, an international rating agency
officially authorized to rate compliance with the
Corporate Governance Principles as set forth by
Turkeys Capital Markets Board.
The Companys Corporate Governance Rating
score that stood at 91.76 (9.17 out of 10) on
March 3, 2014 was revised upwards to 94.15
(9.41 out of 10) as of August 21, 2014 thanks to
the ongoing improvements made by the Company
in implementing the Corporate Governance
Principles.
The Companys Corporate Governance Ratings by
subcategory are presented in the table below.

Subcategories

Weight

Score

Shareholders

0.25

93.05

Public Disclosure
and Transparency

0.25

96.83

Stakeholders

0.15

91.72

Board of Directors

0.35

94.08

Total

1.00

94.15

The Corporate Governance Rating Report can be


accessed on the TAV Investor Relations website,
at ir.tav.aero.
Reasons for the Corporate Governance
Principles not Implemented
TAV Airports Corporate Governance Committee
continues to carry out initiatives to improve
the Companys corporate governance
practices. The Company has not yet achieved
full compliance with the principles due to
various reasons. These include the difficulties
encountered in the implementation of some of
the principles; ongoing debate on compliance
with certain principles, both in Turkey and in
the international arena; and the imperfect fit
of some of the principles with the Companys
existing structure.
The principles that are not being implemented
as of yet have not resulted in any conflicts of
interest among stakeholders to date.

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While not provided for in the Articles of


Association, General Assembly meetings are
open to the public as per the General Assembly
Internal Directive. Pursuant to the new Turkish
Commercial Code, the Ordinary General
Assembly Meeting of Shareholders that was
held in 2013 was accommodative of electronic
voting.
Currently, Ms. Didar Sevdil Yldrm is the only
woman member on the Companys Board of
Directors; we are in the process of devising
the policies for setting a target ratio of women
members on the Board, not to be less than 25%,
and a deadline for implementation.
Due to the shareholding structure of the
Company, some members of the Board of
Directors serve on multiple committees at the
same time.
As per Article no. 4.6.5 of the Corporate
Governance Principles, salaries paid and all
other benefits provided to the members of the
Board of Directors and senior executives are
disclosed to the public via the annual report.
However, the disclosure is not made on an
individual basis; it only provides a distinction
between the Board of Directors and senior
executives.

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TAV 2014 ANNUAL REPORT

SHAREHOLDERS
1.1. Facilitating the Exercise of Shareholder
Rights
Pursuant to its Information Disclosure Policy, it is
the Companys principle to treat all shareholders,
potential investors and analysts equally with
respect to the exercise of the right to obtain
and analyze information, as well as to make
all disclosure to everyone simultaneously and
with identical content. All information sharing
is undertaken within the scope of information
that has previously been disclosed to the public.
As part of the information sharing effort, all
information of interest to shareholders and
market participants is announced via material
event disclosures; the English translations of
these disclosures are transmitted electronically
to all people and entities who share their e-mail
addresses with the Company, and past material
event disclosures are posted on the Companys
website in both Turkish and English.
1.1.1. The Investors Relations Department
operates for the purpose of presenting accurate,
timely and coherent information to existing
and potential investors about TAV Airports,
increasing the recognition and credibility of the
Company, positioning the Company among the
publicly-traded airport operation companies in
the world, lowering the Companys cost of capital
by implementing the Corporate Governance
Principles, and establishing communication
between the Board of Directors and capital
markets participants. In line with these
objectives, the Company strives to maintain
close communication with its shareholders
and investors and conducts an active investor
relations program. The Investor Relations
Department has presented reports to the
Corporate Governance Committee and CEO about
the activities conducted six times in 2014.

TAV Airports Investor Relations Department

Name Surname
Nursel lgen, CFA

Title

Phone

E-mail

Director +90(212) 463 3000 / 2122 nursel.ilgen@tav.aero

Ali zg Caneri

Manager +90(212) 463 3000 / 2124

Besim Meri

Manager +90(212) 463 3000 / 2123 besim.meric@tav.aero

1.1.2. All information and announcements that


may impact the exercise of shareholding rights
are disclosed promptly to investors via the
Companys website, at
www.tavyatirimciiliskileri.com.
1.2. The Right to Obtain and Analyze Information
Questions directed to the Investor Relations
Department are quickly responded to, aside
from confidential information and trade secrets,
via telephone or in writing after consulting with
the most relevant person in the related subject
matter.
1.2.1. The Company avoids all conduct that
obstructs the performance of special audits. The
matter of requesting appointment of a Special
Auditor is not individually mentioned in the
Articles of Association but Article 20.1 of the
Articles of Association entitles the shareholders
to point out any items considered suspicious to
the auditors and demand necessary clarifications.
There were no demands to appoint a Special
Auditor within this period. In addition, the activities
of the Company are audited periodically by an
Independent Audit Company assigned by the
General Assembly.

ali.caneri@tav.aero

1.3. General Assembly


1.3.1. The announcement of General Assembly
Meeting shall be on the Companys corporate
website and Public Disclosure Platform and
also the documents to be kept available for
review of the shareholders pursuant to the
Turkish Commercial Code dated 13.1.2011
and numbered 6102, and Article number 437,
statements and declarations to be made by
the partner pursuant to the legislation shall be
announced to investors minimum three weeks
before the General Assembly meeting, excluding
the dates of announcement and meeting, and
this announcement shall highlight the matters
explained on Article 1.3.1.
The General Assembly Information Document and
the General Assembly meeting announcements
posted on the Company website included the
meeting date and time, meeting location, agenda,
the fact that the invitation was being extended
by the Board of Directors and the procedures
for the shareholders to attend the General
Assembly. Since the Company does not have any
registered shares, no accommodations were
made to facilitate the participation of this class of
shareholders in the General Assembly meetings.
In addition, the total number of shares and
voting rights reflecting the Companys ownership
structure; the number of shares and voting rights
representing each class of preferred shares,
if there are preferred shares in the Companys

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Corporate Governance Principles Compliance Report


capital; changes in the management or activities
of the Company or its major subsidiaries or
affiliates that transpired in the previous reporting
period or are planned for the coming period which
may have a significant impact on the Companys
operations, the justifications for these changes,
and the annual reports and annual financial
statements for the last two fiscal years of all
entities that are a party to such changes; the
justification for discharge or change as well as
information on the persons who will be nominated
for a seat on the Board of Directors, if the General
Assembly meeting agenda includes the release,
change or election of the members of the Board of
Directors; the resolution of the Board of Directors
related to the amendment to the Articles of
Association included in the agenda as well as
the former and current versions of the Articles
of Association amendments; backgrounds of the
persons to be nominated for a seat on the Board
of Directors, positions they held during the last
10 years and the reasons for leaving those posts,
nature and materiality level of their relationship
with the Company and the Companys affiliated
parties, whether they meet the criteria for being
an independent Board member, and information
on other related matters that have the potential
to impact the Companys operations if these
persons were to be elected as members of the
Board of Directors were disclosed to the public
within one week of the date of the publication
of the memorandum for the General Assembly
meeting.As there have been no requests from
shareholders, the Capital Markets Board (CMB)
and /or other public institutions related to the
Company to add items to the General Assemply
agenda, no additions have been made.
Financial statements and reports and the General
Assembly agenda have been made available
for review both in an easily accessible location
and on the investor relations web site since the
announcement of the invitation to the meeting of
shareholders.
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TAV 2014 ANNUAL REPORT

The Ordinary General Assembly Meeting of


shareholders regarding the Companys 2013
activities was held on Thursday March 24, 2014,
at 11:00 am at TAV Academy (A) Hall, located at
Atatrk Airport International Terminal Gate A
Next to VIP, TAV Airports Headquarters, YeilkyIstanbul. The memorandum for the Ordinary
General Assembly, including the necessary
information about the meeting date and time,
meeting location, agenda items, procedures
related to the attendance of shareholders at
the meeting, proxy forms and arrangement
procedures, was published on pages 417-423
of the Turkish Trade Registry Gazette, Issue no.
8316, dated February 28, 2014. The memorandum
was also published in the daily Dnya and
Radikal Newspapers, dated May 9, 2013. Of the
363,281,250 shares representing the Companys
share capital as of the date of the meeting,
291.392.103 shares, or approximately 80% of the
total, were represented at the Ordinary General
Assembly meeting. In order to maximize reach,
the announcements pertaining to the General
Assembly, have been made available on the
Company website (www.tavyatirimciiliskileri.com)
and at Company headquarters in addition to the
means required by the applicable legislation 21
days before the General Assembly.
1.3.2. While preparing an agenda of the General
Assembly, each agenda item is added under
a different title and expressions which are
suggestive and open-ended are tried to be
avoided while writing the agenda items. Words
such as other, miscellaneous are tried to be
avoided in agenda items and the information to be
provided prior to a General Assembly Meeting are
stated by referring to the related agenda items.
1.3.3. The General Assembly Meetings are held
in a manner avoiding any inequalities between
the shareholders and ensuring participation
of the shareholders with minimum cost in

order to increase the level of participation by


shareholders and thus the meeting is organized
at a place where majority of the shareholders
reside provided that it is included in the articles of
association.
1.3.4. The Meeting Chair makes preparations
related to holding a General Assembly previously
and duly obtains the required information
pursuant to the Turkish Commercial Code, Law
and related legislations.
1.3.5. In the General Assembly, issues on the
agenda at an impartial and thorough, clear and
understandable manner are communicated
to the shareholders to express their opinions
under the same conditions and are given the
opportunity to ask questions. If a question asked
is not related to the meeting agenda or if it is
such a comprehensive question that it cannot
be answered right away, the question asked is
answered by the Investors Relations Department
in writing within a period of maximum 15 days.
All questions asked during the General Assembly
Meeting and answers given are announced to
be public on the website within a maximum
period of 30 days following the date of General
Assembly Meeting. There are no questions asked
on matters not related to the General Assembly
Meetings agenda and not answered during
that 2014 Meeting held for the 2013 fiscal year.
The questions posed by shareholders, audience
and meeting attendees during the course of the
General Assembly meeting were responded to via
appropriate explanations by the Chief Executive
Officer, members of board of directors and senior
executives.
1.3.6. If the shareholders controlling the
management, board of directors members,
executives having administrative responsibilities
and their spouses, first and second degree blood
relatives and relatives by marriage execute a

significant transaction which might conflict with


the interests of the Company or its subsidiaries
and/or personally deal with business similar to
the trading activities conducted by the Company
or subsidiaries or join another Company dealing
with the same line of business as an unlimited
partner, the transactions in question shall be
discussed on the General Assembly agenda as
an individual item in order to inform the General
Assembly in details and the discussions shall be
documented on the General Assemblys meeting
minutes.
1.3.7. Parties having privileged access to the
Company details, excluding the parties listed
on article (1.3.6.), inform the board of directors
so that the transactions performed in their own
names under the scope of Companys line of
activity can be added to the agenda as a new
headline and the General Assembly can be
informed.
1.3.8. Members of the Board of Directors, other
related parties, officers responsible for preparing
the financial statements and auditors attend the
General Assembly meeting in order to inform
participants about agenda items prioritized and to
answer the questions.
1.3.9. The principles listed under Article no. 1.3.9
of the Corporate Governance Principles were
abided by at the meeting.
1.3.10. The Companys donation and aid policy
was approved by the General Assembly.
Information is presented to the shareholders at
the General Assembly meeting as a separate
agenda item regarding the amount of all
donations and charitable contributions made
during the year in light of the policy approved by
the General Assembly and the beneficiaries of
these donations and charitable contributions as
well as policy changes.

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Corporate Governance Principles Compliance Report


1.3.11. While not provided for in the Articles of
Association, General Assembly meetings are
open to the public as per the General Assembly
Internal Directive. Pursuant to the new Turkish
Commercial Code, the Ordinary General Assembly
Meeting of Shareholders that was held in 2013
and 2014 was accommodative of electronic
voting.
1.4. The Right to Vote
1.4.1. The Company avoids practices that make it
difficult to exercise voting rights. All shareholders
are given the opportunity to exercise their voting
rights in the easiest and most convenient manner
possible.
1.4.2. Each share is entitled to one vote in the
Company. According to the Companys Articles
of Association, there are no privileges associated
with voting rights. Therefore, there are no
preferred stocks or different classes of shares
in the Company. There is no Company regulation
that restricts the exercise of shareholders voting
rights for a certain time period following the
acquisition date of the shares. The Companys
Articles of Association do not contain any
provision that prevents non-shareholders
from voting in proxy as a representative of a
shareholder.
1.4.3. The share capital of the Company does not
involve any cross-shareholdings.
1.5. Minority Rights
1.5.1. The exercise of minority rights in the
Company is governed by the Turkish Commercial
Code, the Capital Markets Law, related regulations,
and the communiqus and resolutions of the
Capital Markets Board. TAV Airports pays utmost
attention to this matter.

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TAV 2014 ANNUAL REPORT

1.5.2. The Companys Articles of Association


contain a provision which stipulates that minority
rights shall be exercised by shareholders
collectively holding at least 5% of the share
capital.
1.6. Right to Dividends
1.6.1. The dividend policy approved by the General
Assembly can be found in the annual report
and on the investor relations website. There are
no privileges with respect to participation in
the Companys profit. The Company makes its
dividend distribution decisions taking into account
the Turkish Commercial Code, Capital Markets
Law, Capital Markets Board Communiqus and
Resolutions, the Tax Laws and the provisions of
other related laws and regulations, as well as the
Companys Articles of Association.
1.6.2. The dividend policy contains at least
the information that will allow shareholders
to anticipate the procedures and principles of
dividend distribution the Company will employ in
the years ahead.
1.6.3. In the event that the Board of Directors
proposes to the General Assembly that the profit
not be distributed to shareholders, information on
the reasons for such recommendation and how
the retained earnings will be used are provided in
the agenda item on dividends.
1.6.4. The dividend policy strikes a balance
between the interests of the shareholders and
the interests of the Company. As per Item 6 of
the Agenda of the Companys Ordinary General
Assembly Meeting held on March 24, 2014, as
a result of the Companys activities executed
between January 1, 2013 and December 31,
2013 and based on the Companys statutory
accounts as of the end of the 2013 accounting
year, the following resolution has been submitted

to the General Assembly for approval, approved,


included in the annual report, and posted on the
Companys website:
1. The Companys profit according to the
independently-audited consolidated financial
statements prepared in accordance with the
provisions of the Capital Markets Boards
Communiqu on the Principles of Financial
Reporting in Capital Markets Series: II, No: 14.1 is
TL 336,088, and its commercial profit calculated
as stipulated by the provisions of the Turkish
Commercial Code and Tax Procedure Law is TL
239,800,280,
2. Of the after-tax profit based on consolidated
financial statements, TL 336,088 of profit is
subject to profit distribution pursuant to the
Capital Markets Boards Communiqu Series: II
No: 19.1,
3. Article 519 of the Turkish Commercial Code
obligates the Company to set aside primary legal
reserve until 20% of the paid-in capital is reached.
Accordingly, TL 11,990,014 shall be set aside as
primary legal reserve for 2013,
4. Adding TL 295.297 in donations made
during the year to the distributable profit of TL
324,097,986 for 2013 according to consolidated
financial statements yields TL 324,393,283, which
is determined as the first dividend basis amount,
5. TL 64,878,657, which corresponds to 20% of the
TL 324,393,283 that is taken as the first dividend
basis in accordance with the Capital Markets
Boards
Communiqu Series: II No: 19.1, shall be
distributed as first cash dividend, and TL
134,130,108 shall be paid as second cash
dividend,
a) The entirety of the TL 199,008,765 that will
be paid in cash shall be distributed from the net
profit for the period,

b) Consequently, the Company shall pay a


gross dividend of TL 0.5478 to each share with
a nominal value of TL 1 for a total gross cash
dividend distribution to shareholders of TL
199,008,765
c) Pursuant to the Capital Markets Law and
Turkish Commercial Code, the amount remaining
after deducting the profit to be distributed to the
shareholders shall be set aside as extraordinary
reserve.
1.7. Transfer of Shares
The Companys Articles of Association do not
contain any provisions that make it difficult for the
shareholders to freely transfer their shares.
2. PUBLIC DISCLOSURE AND TRANSPARENCY
2.1. Corporate Website
All publicly disclosed information by the Company
is also available on the Company website.
The Company letterhead clearly indicates the
address of its website and this information can
be accessed at the web address http://www.
tavyatirimciiliskileri.com. Of the information
stipulated in the Capital Markets Board Corporate
Governance Principles, all items applicable to the
Company are posted and updated on the website.
Thanks to the new features implemented on the
Companys website, investors can submit all
types of questions to the TAV Investor Relations
Department and establish active communication
with the Companys management by sending
messages to the Companys Board of Directors.
By joining the Companys e-mail distribution list,
users can have regular access to the reports and
information related to the Company; institutional
investors can send meeting requests through the
related section of the website. In addition, analysts
issuing reports on the Company can also access
the website and post their reports, major financial

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Corporate Governance Principles Compliance Report


and operational forecasts regarding the Company,
and their expectations of the macroeconomic
outlook for the coming years by using the
personal user IDs and passwords provided to
them.
2.1.1. All information stipulated in Article no.
2.1.1. of the Corporate Governance Principles is
available on the Companys website.
2.1.2. TAV Airports Holdings ownership structure,
updated at least every six months, is disclosed
so as to reveal the names, ownership amounts
and ratios in the Companys capital of real
persons who own more than 5% of the Companys
share capital as well as the privileges such
shareholders possess, after deducting indirect
and cross-shareholding relationships.
2.1.3. Except for material event disclosures and
footnotes, financial statement disclosures that
the Company is required to announce publicly
as stipulated by capital markets regulations are
published on the Public Disclosure Platform in
English and Turkish. The disclosures in English
are drafted as summary documents that are
consistent with the original disclosure in Turkish
and are sufficiently accurate, complete, direct,
comprehensible and adequate for the decisionmaking purposes of the parties who will benefit
from the announcement.
2.1.4. Information on the Companys website is
also presented in English, with the exact same
content as the information provided in Turkish, for
the benefit of international investors.
2.2. Annual Report
2.2.1. The Companys Board of Directors prepares
the Annual Report in order for the public at
large to have access to complete and accurate
information on the Companys activities.

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TAV 2014 ANNUAL REPORT

In addition to the matters specified by relevant


legislation and in other sections of Corporate
Governance Principles, in the annual reports;
a) Information on the positions held by the
members of the Board of Directors and managers
outside of the Company and the statement of
independence by the members of the Board of
Directors,
b) Operating principles of the committees
formed within the Board of Directors including
committee members, meeting frequency and the
activities they carry out as well as the Board of
Directors assessment on the effectiveness of the
committees,
c) The number of meetings the Board of Directors
held during the year and attendance of the
members of the Board of Directors at these
meetings,
d) Information on legislative and regulatory
changes that may have a material impact on the
Companys activities,
e) Information on major lawsuits filed against the
Company and potential outcomes,
f) Information on the conflicts of interest that
arise between the Company and the companies
it procures services from such as investment
advisory or rating, and the measures taken by the
Company to prevent such conflicts of interest,
g) Information on cross-shareholdings that
exceed 5% of direct ownership of the Companys
share capital,
h) Information on fringe benefits and professional
development of employees as well as other
corporate social responsibility activities related
to the Companys operations that have social and
environmental impacts.

3. STAKEHOLDERS
3.1. Companys Policy regarding the
Stakeholders
3.1.1. The Companys corporate governance
practices and code of ethics safeguard the
rights of stakeholders as stipulated in laws and
regulations as well as in mutual agreements.
Stakeholders are continually kept informed within
the framework of the Companys Information
Disclosure Policy, established with respect to
governing legislation and the Companys code
of ethics. In addition, the Company strives to
provide information to all stakeholders via press
releases, annual reports, the Company website
and other practices within the framework of the
Companys transparency-oriented Disclosure
Policy. For the Companys employees, the
intranet, which is the intra-Company information
sharing platform, is used actively and the
NEWSPORT magazine is published quarterly
and Gate magazine is published monthly. The
Companys employees are expected to fulfill their
responsibilities and hold the Companys interests
above their own interests and the interests of
their families or acquaintances while performing
their jobs. Employees shall avoid any conduct
that may be construed as pursuing their own or
acquaintances interests. Foreseeable conflict of
interest situations as well as situations defined
by the Company management in such manner
are shared with the employees and Company
management takes necessary measures when
required.
3.1.2. The Company offers an effective and
timely damage compensation opportunity in
case of breach of stakeholders rights that are
protected by applicable law and regulations as
well as by mutual agreements. The Company

acts meticulously in ensuring the presence of


clear provisions regarding damages in all of its
contracts and takes into consideration every
request and feedback provided by stakeholders.
A Severance Pay Policy that was published
internally by the Company is also made available
on our website. Some exceptional situations that
need to be addressed explicitly due to the scope
or nature of the job are stipulated as an additional
damages clause in employment contracts
executed with personnel and are shared with
employees.
.
3.1.3. The Company discloses information to
shareholders and investors in accordance with,
and via the methods stipulated in, the Capital
Markets Law and the Regulations and Resolutions
of the Capital Markets Board. Company
management is encouraged to participate in the
various non-governmental organizations (NGOs)
established by our stakeholders and the rights of
stakeholders are safeguarded meticulously.
3.1.4. Stakeholders have the opportunity to
directly contact via e-mail members of the
Corporate Governance Committee or the Audit
Committee as well as individuals authorized to
disseminate information (Chief Executive Officer
or Chief Finance Officer) as prescribed by the
Companys Disclosure Policy with regard to the
Companys conduct or transactions in breach of
applicable law and regulations or ethical norms.
3.1.5. In the event that conflict of interest
situations arise between stakeholders or a
stakeholder belongs to multiple interest groups,
the Company pursues as balanced a policy as
possible in order to safeguard every right of all
parties and strives to protect each and every right
independently from each other.

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Corporate Governance Principles Compliance Report


3.2. Encouraging Stakeholder Participation in
Management
3.2.1. The independent members of the Board
of Directors allow for the representation of all
stakeholders, as well as the Company and the
shareholders, in management.
In addition, the Collaborative Decision Making
mechanism formed with Turkish Airlines and
Turkeys General Directorate of State Airports
Authority is one of the key initiatives to increase
the effectiveness of our operations.
3.2.2. The Company heeds the opinions and
suggestions of its employees, suppliers, various
non-governmental organizations and all other
stakeholders as well as customer satisfaction
surveys. A single phone number was put into
service to field customer requests/suggestions/
complaints and to solicit feedback and
suggestions from employees and stakeholders.
The number is intended for all terminals operated
by TAV as well as at company offices, and for the
call centers of airports the Company operates in
Turkey in order to effectively address passenger
complaints and demands. TAV Call Center, which
provides service on a 24/7 basis, can be reached
by dialing 444 9 TAV (828).
3.3. Human Resources Policy
There is no representative appointed exclusively
for conducting employee relations. Our Company
manages personnel relationships through the
Human Resources Department and Human
Resources Professionals who have specific
responsibilities under the roof of this department.
Also, it is agreed that Human Resources
Department will be the department to be
consulted by employees in case of a conflict with
the management and the employees are informed
duly. As for the matters related to discipline, we
have a Discipline Committee in addition of the
Human Resources Department.
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TAV 2014 ANNUAL REPORT

3.3.1. TAV Airports embraces the principle of


providing equal opportunity to people in equal
positions when formulating its recruiting policies
and undertaking its career planning. The Company
makes succession planning in determining the
managers to be appointed in situations where
changes in managerial positions may have a
foreseeable effect in the Companys operations.
The criteria for hiring employees are
documented in writing and the Company
complies with these criteria.
The Company treats all of its employees with
fairness and equality in terms of the benefits
provided to them; provides training programs
to enhance employee knowledge, skills and
conduct; and formulates training policies.
Informational meetings are organized for
employees about the Companys financial
position as well as compensation, career,
training and health related issues where
opinions are exchanged.
Since the employees of the TAV Group
companies are generally not unionized, the
matter of resorting to the opinion of the trade
unions in decisions about the employees
and collective bargaining agreements
stipulated in the human resources policy is
not applicable. However, the constitutional
provisions regarding the right of association
stipulated in the Constitution of the Republic
of Turkey remain; in addition, as a member
of the International Labor Organization (ILO),
pursuant to the Freedom of Association and
Protection of the Right to Organize Convention
(convention 87) and Right to Organize and
Collective Bargaining Convention (convention
98), the Company shall abide by its related
commitments regarding associations that
may transpire in the future and the Company
respects the free will of its employees on every
platform.

Job descriptions and distribution of the


Companys employees as well as performance
and rewarding criteria are announced to the
employees. Productivity is a major criterion
in determining the salary and other benefits
provided to the employees. The Company
may create stock acquisition plans for its
employees.
The Company takes measures to prevent
discrimination between employees on the basis
of race, religion, language and gender and to
protect its personnel against physical, mental
and emotional abuse within the Company.
As of December 31, 2014, TAV Airports, including
all of its consolidated subsidiaries, has a total
of 14,556 employees. No complaints related to
discrimination were received from employees.
3.3.2. Criteria for hiring personnel are
documented in writing and the Company complies
with the criteria listed in articles 3.3.3., 3.3.4.,
3.3.5., 3.3.6., 3.3.7., 3.3.8. and 3.3.9. of the Capital
Markets Boards Corporate Governance Principles
Communiqu.

3.4. Relations with Customers and Suppliers


3.4.1. The Company takes all necessary measures
to ensure customer satisfaction in the marketing
and sales of its products and services.
3.4.2. Customer requests related to the products
and services they purchased are addressed
expeditiously while delays are communicated to
customers before the expiration of the response
deadline.
3.4.3. The Company complies with global quality
standards of products and services and strives
to maintain these standards. To this end, the
Company provides a certain level of quality
guarantee.

3.4.4. Information on customers and suppliers


is kept confidential as part of the Companys
treatment of trade secrets.
3.5. Code of Ethics and Social Responsibility
3.5.1.The Companys social responsibility
activities are conducted in accordance with its
code of ethics, which is made available to the
public on its website. The Company expends
maximum effort to be sensitive to its social
responsibilities in its operations. It complies
with all regulations regarding the environment,
consumers and public health, as well as ethical
rules, and directs and supports its subsidiaries
to behave in the same manner. The Companys
terminal operating subsidiaries conduct their
operations in compliance with environmental
regulations and the directives and guidelines of
international aviation organizations such as the
ICAO, ECAC, EUROCONTROL and IATA, as well as
the Equator Principles of the World Bank.
3.5.2. Due to the nature of their operations, the
Company and its subsidiaries are not legally
required, within the scope of Environment
Law and its related regulations, to produce
environmental impact assessment reports.
Nevertheless, the Companys related subsidiaries
have prepared environmental reports and
environmental management plans during both the
construction and operation phases of terminals
and they comply with updated environmental
management plans.
The Companys subsidiaries have international
quality control plans for their operation areas and
quality control audits are conducted in compliance
with international standards.
The Companys Sustainability Report, which was
published in 2010 and revised in 2011 and
2012, can be accessed at
http://www.tavyatirimciiliskileri.com.
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Corporate Governance Principles Compliance Report


4. Board of Directors
4.1. Function of the Board of Directors
TAV Airports Board of Directors governs and
represents the Company by taking strategic
decisions, maintaining an optimal balance
between risk, growth and return, pursuing a
rational and prudent risk management approach,
and giving priority to the Companys long-term
plans.
4.1.1. Our Board of Directors defines the strategic
objectives of the company, determines the
workforce and financial resources to be required
by the company and controls the management
performance.
4.1.2. The Board of Directors defines the strategic
targets, identifies the financial and human
resources and evaluates the performance of the
management of the company.
4.2. The Board of Directors determines the
human capital and financial resources the
Company will need in light of its strategic
objectives and oversees the managements
performance.
Operating Principles of the Board of Directors
4.2.1. The Board of Directors conducts its
activities in a transparent, accountable, fair and
responsible manner.
4.2.2. Delegation of duties among the members of
the Companys Board of Directors as well as the
duties and authorities of the Board members are
stipulated in the annual report.
4.2.3. The Board of Directors creates the
Companys internal control systems, including
information systems and processes as well as
risk management systems that will minimize the

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TAV 2014 ANNUAL REPORT

impact of risks that have the potential to affect


the Companys stakeholders, particularly its
shareholders, and by also seeking the opinion of
the relevant Board of Directors committees.
4.2.4. The Board of Directors reviews the
effectiveness of the risk management and
internal control systems at least once per year
and presents information on the functioning and
effectiveness of the internal auditing system in the
annual report.
4.2.5. The Company embraces the principle of
clearly separating the powers of the Chair of
the Board of Directors from those of the Chief
Executive Officer and stipulating this distinction
in writing in the Articles of Association. No one in
the Company is endowed with unilateral, unlimited
decision-making authority.
4.2.6. While not stipulated in the Articles of
Association, the Chair of the Board of Directors has
never been the same person as its Chief Executive
Officer since the day the Company was founded.
4.2.7. The Board of Directors has a pioneering role
in maintaining effective communications between
the Company and its shareholders, and eliminating
and resolving potential conflicts. To this end, the
Board of Directors works in close cooperation with
the Corporate Governance Committee and the
Investor Relations Department.
4.2.8. The Company has US$ 45 million insurance
coverage against losses the Company may incur
due to negligence of the members of the Board of
Directors and the coverage level exceeds 25% of
the Companys capital.
This matter was disclosed to the public on
February 4, 2014 through the Public Disclosure
Platform (PDP).

4.3. Structure of the Board of Directors


4.3.1. The number of Board of Directors members
is determined in a manner enabling board of
directors members to work efficiently and
positively, make rational decisions fast and
organize formation and works of committees
effectively but the number of members shall not
be less than five under any circumstances.
4.3.2. Majority of the Board of Directors members
do not have executive duties.
4.3.3. There are independent members capable
of officiating without being under the influence
of any matter among the Board of Directors
members who do not have executive duties.

Board of Directors
Member
Akfen Holding A..
(Representative: Hamdi Akn)
Augustin de Romanet
Mustafa Sani ener
Edward Arkwright
Laurent Galzy
Tepe naat Sanayi A..
(Representative: Ali Haydar
Kurtdarcan)
Bilkent Holding A..
(Representative: Abdullah Atalar)
Tayfun Bayazt
Necmi Bozant
Jerome Calvet
Sevdil Yldrm

4.3.4. The composition and election of the Board


of Directors are conducted in compliance with
the Corporate Governance Principles and the
principles governing this process are stipulated
in the Companys Articles of Association. As set
forth in the Companys Articles of Association,
one-third of the Board of Directors is made up
of independent members as prescribed in the
Corporate Governance Principles.
The names and surnames of the members of
the Board of Directors are presented below
as stipulated by the Companys Articles of
Association. In compliance with the Corporate
Governance Principles, the majority of the
members of the Board of Directors are nonexecutive members.

Duty

Duty Term

Chair

Between 2012-2014

Deputy Chair
Member of Board of Directors
Member of Board of Directors
Member of Board of Directors

Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014

Member of Board of Directors

Between 2012-2014

Member of Board of Directors

Between 2012-2014

Independent Member of Board of Directors


Independent Member of Board of Directors
Independent Member of Board of Directors
Independent Member of Board of Directors

Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014

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Corporate Governance Principles Compliance Report


The Chair and the Members of the Board of
Directors possess the authority and responsibility
stipulated in the related provisions of the Turkish
Commercial Code and in Articles 17 and 18 of the
Companys Articles of Association.
As per Article 22 of the Companys Articles of
Association, members of the Board of Directors
cannot engage in transactions spelled out in
Articles 395 and 396 of the Turkish Commercial
Code without prior authorization of the General
Assembly. Pursuant to mandatory Corporate
Governance Principle 1.3.7. of the Capital Markets
Board, prior approval of the General Assembly is
required in order for the shareholders who have
administrative capacity, the members of the Board
of Directors, senior executives, the spouses and
the first and second degree relatives by blood
and marriage of these officials to compete and
perform transactions with the Company and its
subsidiaries that may cause conflicts of interest.
Furthermore, details regarding such transactions
should also be communicated to the General
Assembly.
Tayfun Bayazt, Necmi Bozant, Jrme Paul
Jacques Marie Calvet and Sevdil Yldrm meet
the independence criteria of the Corporate
Governance Principles and they are Independent
Members of the Board of Directors. No situation
arose in the reporting period that would cease the
independent status of the independent members
of the Companys Board of Directors.
The Nomination Committee evaluates the
proposed candidates, including the management
and shareholders, for independent Board
members based on whether the candidates meet
the criteria for independence and present its
assessment in a report to the Board of Directors
for approval.

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TAV 2014 ANNUAL REPORT

4.3.5. The term of office of the independent


members of the Board of Directors is three years,
as stipulated by the Capital Markets Boards
Corporate Governance Principles.
4.3.6. Our independent members of the Board
of Directors meet the independency criteria
stipulated on Article 4.3.6.
4.3.7. Within the framework of the Nomination
Committees report, the Board of Directors
is responsible for preparing the independent
member nominees list and sending it prior to the
General Assembly meeting within the time period
specified by the CMB.
4.3.8. Independent members of the Board of
Directors are required to submit a written
statement of independence to the Board of
Directors and immediately inform the Board of
Directors when their independent status ceases.
The statements of independence issued by the
independent members of the Board of Directors
are included in our 2014 Activity Report.
As a matter of principle, the Member of Board of
Directors who loses his or her independent status
resigns. In order to re-establish the minimum
number of Independent Members of the Board of
Directors, the Nomination Committee performs an
evaluation to elect independent members to the
vacated seats on the Board of Directors to serve
until the earliest General Assembly meeting and
presents the result of its evaluation in writing to
the Board of Directors.
4.3.9. The process of setting a target ratio for
woman board members, not to be less than 25%,
and a deadline to reach this target is ongoing. The
Board of Directors assesses the progress made
toward meeting these targets on an annual basis.

4.3.10. The members of our audit committee have


at least 5-year experience in auditing/accounting
and finance.
The resumes of our Board of Directors members
are available on 2014 Activity Report and our
companys website.
4.4. Structure of Board of Directors Meetings
4.4.1. The Board of Directors convenes at least
once every two months. In 2014, the Board of
Directors had a total of six meetings. The Chair
of the Board of Directors sets the agenda of
the Board meetings in consultation with other
Board members and the Chief Executive Officer.
Members make every effort to attend every
meeting and voice their opinions at the meetings.
The Company accommodates Board of Directors
meetings to be held in an electronic environment.
Attendance statistics of the members of the
Companys Board of Directors at Board meetings
held during 2014 are provided below.

Hamdi Akn
Augustin de Romanet
Mustafa Sani ener
Ali Haydar Kurtdarcan
Edward Rodolphe
Paul Arkwright
Laurent Marc Galzy
Abdullah Atalar
Didar Sevdil Yldrm
Tayfun Bayazt
Jerome Paul Jacques
Marie Calvet
Necmi Rza Bozanti

Attendance %
100
50
100
100
67
100
83
100
83
100
83

4.4.2. The chair of the Board of Directors is


responsible for ensuring that the information and
documents related to the items on the Board of
Directors meeting agenda are made available to
the members of the Board of Directors for their
examination sufficiently before the meeting while
abiding by the principle of equal information
dissemination.
4.4.3. The opinions of members who cannot
attend the meeting but who present their opinions
to the Board of Directors in writing are provided to
the other Board members.
4.4.4. Each member is entitled to one vote on the
Board of Directors.
4.4.5. The structure of Board of Directors
meetings was set down in writing as internal
regulation of the Company.
4.4.6. Agenda items are deliberated openly and
from many perspectives at the Board of Directors
meetings. The Chair of the Board of Directors
expends maximum effort to ensure active
participation of non-executive members in the
Board of Directors meetings.
The Board of Directors passes resolutions with
the approval of a simple majority of its entire
membership. Provisions of Articles 17.3 and 19 of
the Companys Articles of Association prevail.
The Board of Directors passes resolutions with
the approval of a simple majority of its entire
membership. Provisions of Articles 17.3 and 19 of
the Companys Articles of Association prevail.
Alternative opinions expressed and opposing
votes cast by members of the Board of Directors
at the Board meetings are also recorded in the
resolution book with their reasonable and detailed
justifications.
4.4.7. The members of the Board of Directors
spend a sufficient amount of time on their tasks
at the Company. The members of the Board of
Directors who hold positions in other companies
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Corporate Governance Principles Compliance Report


do not create a conflict of interest and do not
impede their jobs at the Company. Therefore, the
Board members assumption of duties in other
companies is not subjected to certain prescribed
rules or otherwise restricted. Shareholders are
informed about the positions a member of the
Board of Directors holds outside of the Company
and the justification for them, with a distinction
drawn between duties within the Group and
externally. At the General Assembly meeting the
election of members is discussed as part of the
related agenda item.

4.5. Committees Formed under the Board of


Directors
4.5.1. In accordance with the provisions of the
Capital Markets Boards Communiqu on the
Determination and Implementation of Corporate
Governance Principles, the Companys Board of
Directors reviewed the structure and activities of
the existing committees and resolved to constitute
them as follows:

Audit Committee
Audit Committee Chair
Necmi Rza Bozant
Audit Committee Members
Tayfun Bayazt
Nomination Committee
Nomination Committee Chair
Didar Sevdil Yldrm
Nomination Committee Members
Tayfun Bayazt
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Laurent Marc Galzy
Hamdi Akn
Ali Haydar Kurtdarcan
Corporate Governance Committee
Corporate Governance Committee Chair
Tayfun Bayazt
Corporate Governance Committee Members
Didar Sevdil Yldrm
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Edward Rodolphe Paul Arkwright
Ali Haydar Kurtdarcan
Pelin Akn
Nursel lgen
Risk Assessment Committee
Risk Assessment Committee Chair
Jerome Paul Jacques Marie Calvet
Risk Assessment Committee Members
Necmi Rza Bozant
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Laurent Marc Galzy
Ali Haydar Kurtdarcan
Selim Akn
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TAV 2014 ANNUAL REPORT

4.5.2. The areas of activity and operating


principles of the committees were
determined by the Board of Directors and
disclosed publicly

operating principles. They present the


reports about their activities and meeting
results to the Board of Directors.

4.5.4. The Chief Executive Officer is not a


member of any committee.

4.5.9. The Audit Committee formed within


the Company carries out the responsibilities
stipulated in Article no. 4.5.9 of the Capital
Markets Boards Corporate Governance
Principles Communiqu. The Audit
Committee convenes once every three
months for a total of four meetings a year
and presents the results of its meetings as
an official report to the Board of Directors.

4.5.5. A number of the members of the


Board of Directors serve on multiple
committees due to the Companys
ownership structure and constituted 4
different committees.

The annual report presents information on


the activities of the Audit Committee and the
results of its meetings, as well as how many
times it submitted a written report to the
Board of Directors during the fiscal year.

4.5.6. The Board of Directors provides all


resources and support to the committees in
execution of their functions; committees can
invite the persons they deem necessary to
their meetings to elicit their opinions.

4.5.10. Corporate Governance Committee


The Corporate Governance Committee
determines whether the corporate
governance principles are implemented
at the Company; assesses the rationale
for incompliance, if any, and the conflicts
of interest caused by such incompliance;
makes suggestions to the Board of Directors
in order to improve the implementation
of corporate governance; and oversees
the activities of the Investor Relations
Department.

4.5.3. Committee chairs were elected from


among independent Members of the Board
of Directors. All members of the Audit
Committee are independent Members of the
Board of Directors.

4.5.7. The committees seek independent


expert opinions as they see fit to pursue
their respective activities. While no such
support service has been procured by the
Company to date, advisory services the
committees require shall be paid for by the
Company. Information about the person/firm
providing the services and whether such
person/firm is affiliated with the Company
will be provided in the annual report.

The Corporate Governance Committee


convened six times during 2014: in February,
May, August, November (twice) and
December.

4.5.8. Committees document all of their


work in writing and keep a record of it.
The committees convene as frequently
as required for the effectiveness of their
activities as stipulated in the committee

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Corporate Governance Principles Compliance Report


4.5.11. Nomination Committee
The Nomination Committee is responsible
for:

The Risk Assessment Committee convened


to enable reporting to the Board of Directors
every two months.

a) Undertaking efforts to create a


transparent system to identify, assess and
train the qualified candidates for Board
of Directors and executive management
positions and to formulate policies and
strategies related to this subject,
b) Conducting regular assessments
on the structure and efficiency of the
Board of Directors and reporting its
recommendations on the changes that
can be made in these areas to the Board
of Directors. Nomination Committee, held
meeting three times in July, November and
December.

4.5.13. Compensation Committee


The Company has not established a
Compensation Committee. The duties
listed below are executed by the Corporate
Governance Committee:

At its meeting dated December 17, 2014,


the Nomination Committee resolved to
recommend to the Board of Directors
to seek the affirmative opinion of the
Capital Markets Board on the reelection
of Independent Board Members Ms. Didar
Sevdil Yldrm, Mr. Jrome Paul Jacques
Marie Calvet, Mr. Tayfun Bayazt and Mr.
Necmi Rza Bozant. These Board Members
were found by the Committee to meet the
criteria for Independent Board Members
stipulated in the Capital Markets Boards
Corporate Governance Communiqu II-17.1.
4.5.12. Risk Assessment Committee
The Risk Assessment Committee
established by the Company is responsible
for undertaking efforts for early detection
of the risks that threaten the existence,
development and continuity of the Company,
implementation of measures against the
risks identified, and management of risk.
The Risk Assessment Committee reviews
the risk management systems at least once
a year.
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TAV 2014 ANNUAL REPORT

a) Setting forth the remuneration principles,


criteria and practices for members of the
Board of Directors and executives in light
of the Companys long-term objectives and
overseeing the resulting compensation
policy and practices,
b) Making recommendations to the Board
of Directors relating to the pay packages
to be offered to the members of the Board
of Directors and executives, taking into
consideration the level of achievement with
respect to the criteria used in remuneration.
Companys Strategic Objectives
The vision and strategic objectives of the
Company are regularly discussed and
determined by the members during the
Board of Directors Meeting held minimum
every 2 (months) and, if necessary, they are
revised and restated. If necessary, the Board
of Directors might agree to assign a Senior
Executive and/or Department with the task
of determining and monitoring strategic
objectives.

4.6. Financial Benefits Provided to


Members of the Board of Directors and
Senior Executives
4.6.1. The Board of Directors is responsible
for achieving the Companys predetermined
and publicly announced operational and
financial performance targets. Assessment
of whether the Company achieved its
publicly announced operational and financial
performance targets, and the reasons
for failing to meet them in the event that
the targets are missed, are presented in
the annual report. The Board of Directors
performs a critical self-assessment and
performance evaluation for the Board of
Directors as a whole, for individual Board
members, and for senior executives.
Members of the Board of Directors
and senior executives are rewarded or
dismissed based on these assessments.
4.6.2. Remuneration principles for members
of the Board of Directors and senior
executives have been set down in writing;
this matter is presented for the information
of shareholders as a separate agenda item
at the General Assembly meetings and
shareholders are given the opportunity to
voice their opinions. The remuneration policy
developed for this purpose is made available
on the Companys corporate website.

4.6.3. Profit sharing, share options or


payment plans based on the Companys
performance are not used in remunerating
the independent members of the Board of
Directors. Pursuant to the Capital Markets
Boards Corporate Governance Principles,
the Company pays a salary of US$ 65,000
per year to each independent member of the
Board of Directors commensurate with the
time investment and efforts necessary for
executing the duties of serving on the Board.
4.6.4. The Company did not lend money or
extend credit to any member of the Board of
Directors or senior executives.
4.6.5. Salaries paid and all other benefits
provided to the members of the Board
of Directors and senior executives are
disclosed to the public via the annual report.
The disclosure is not made on an individual
basis; it encompasses the Board of Directors
and senior executives.
Financial Benefits Provided to Members
of the Board of Directors and Senior
Executives ( thousand)
2013

2014

Short-term benefits
15,039 14,879
(salaries and bonuses)

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Ordinary General Assemblies


TAV HAVALMANLARI HOLDNG A..
2014 GENERAL ASSEMBLY AGENDA
The Agenda of the 2014 Ordinary General
Assembly Meeting of TAV HAVALMANLARI
HOLDNG A.. to be held on March 30, 2015;
at 14:00:

1. Opening and forming of the Presidential Board,


2. Review, discussion and approval of the Annual
Report of the Board of Directors of the year 2014,
3. Review, discussion and approval of the
summary statement of the Independent Audit
Report of the fiscal year 2014,
4. Review, discussion and approval of the yearend Financial Statements for the fiscal year 2014,

5. Releasing severally the Members of the Board


from their activities for the year 2014,
6. Accepting, accepting by amendment or
declining the proposition of distribution of
the dividend of 2014 and the date of dividend
distribution,
7. Determining the rights of the members of
the Board of Directors regarding the wages
and attendance fee, and rigths such as bonus,
premium,

8. To elect new Board members including the


independent members in place of the board
members whose duties period will be expired and
to determine the duties period of the new board
members,

9. Approval of the nomination of the Independent


Audit Company conducted by the Board of
Directors pursuant to the Turkish Commercial
Code and the regulations of the Capital Markets
Board,

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TAV 2014 ANNUAL REPORT

10. Submitting for the approval of the General


Assembly the amendment of the Articles of
Incorporations Article 4, titled as Aim and
Subject by means of including a paragraph 29 in
accordance with the article 6 of the Communique
on Dividends II-19.1 of the Capital Market Board
in respect of the permission granted by Capital
Markets Board and Ministry of Customs and Trade
of the Republic of Turkey.

11. Submitting the Remuneration Policy written


as per the Capital Markets Board regulations for
the information and consideration of the General
Assembly,

12. Informing the General Assembly on the


donations and aids which were provided by the
Company in 2014 and determining the upper limit
of donation to be made in the year 2015,

13. Giving information to the General Assembly


regarding the transactions of the Related Parties
as per third section of Corporate Governance
Communique (II-17.1) of the Capital Markets
Board,

14. Giving information to the General Assembly


regarding pledges, collaterals, and mortgages
to the shareholders as per fourth section of
Corporate Governance Communique (II-17.1) of
the Capital Markets Board,

15. Granting authorization to the Chairman and


the Members of the Board on the fulfillment of the
written transactions pursuant to Article 395 and
396 of the Turkish Commercial Code,

16. Wishes and requests,


17. Closing.

MINUTES OF THE ORDINARY GENERAL ASSEMBLY MEETING


REGARDING THE YEAR 2013
The Ordinary General Assembly Meeting of TAV
HAVALMANLARI HOLDNG ANONM RKET regarding
the year 2013 was held on the 24th of March 2014 at 11.00
oclock at the TAV Academy Meeting Room (A) in the Company
Headquarters which is located at the address of Atatrk
Havaliman D Hatlar Terminali A Kaps VIP Yan Yeilky
stanbul. The meeting was held under the supervision of the
Ministry representatives Ms. Ceyda ALIK and Ms. evval
KIRIK who were appointed with the letter dated 21st March
2014 (n. 7167) of the Governorship Istanbul Provincial
Directorate of Commerce.
The invitation for the meeting was published within the
stipulated time limit in the appropriate format that covered
the agenda and that complied with the law and the articles
of association at page 999 of the Turkish Trade Registry
Gazette on the 27th of February 2014 (edition n.8517) and, at
the newspapers Radikal and Dnya on the 28th of February
2014 and, on the Company website and the Electronic General
Assembly System.
The List of Attendees was examined and it was seen that
291,392,103 out of 363,281,250 shares equivalent to the
companys total capital of TL 363,281,250 were represented
at the meeting and that the minimum meeting quorum
stipulated in the law and the articles of association was
present. It was seen that the Executive Member of the Board
of Directors of the Company Mr. Mustafa Sani ENER, the
Member of the Board of Directors Ms. Didar Sevdil YILDIRIM
and the Member of the Board of Directors Mr. Necmi Rza
BOZANTI and Ms. idem ATILGAN and Mr. Hayim HASAN on
behalf of the Independent Audit Company were present at the
meeting, and the agenda was opened after the meeting was
launched physically and electronically (simultaneously) by
the Executive Member of the Board of Directors Mr. Mustafa
Sani ENER.
1. As per the first agenda item, the issue about electing
Mr. Mehmet ERDOAN as the Chair of the Meeting Council,
Mr. Besim MER as the Vote Collector and Mr. Nihat Kamil
AKKAYA as the Scribe and, the issue about authorizing
the Meeting Council to sign the General Assembly Minutes
and, the issue about making the voting both physically and
electronically (on the electronic environment), were voted and
approved - by majority - by 291,323,403 affirmative votes vs
68,700 negative votes.
2. As per the second agenda item, the issue about the
Companys Board of Directors Annual Report regarding
2013 to be deemed as read was submitted to the vote of
the assembly and the issue was discussed and approved
- by majority - by 291,323,403 affirmative votes vs 68,700
negative votes. The Board of Directors Annual Report 2013
was approved - by majority - by 291,323,403 affirmative
votes vs 68,700 negative votes.

3. As per the third agenda item, the issue about the Audit
Report given by the Independent Audit Company regarding
the year 2013 to be deemed as read was submitted to the
vote of the assembly and the issue was discussed and
approved - by majority - by 291,323,403 affirmative votes vs
68,700 negative votes. The summary of the Independent Audit
Report was read and discussed and the Independent Audit
Report for 2013 was approved - by majority - by 291,323,403
affirmative votes vs 68,700 negative votes.
4. As per the fourth agenda item, the issue about the Financial
Statements of the Company regarding the accounting period
of 2013 to be deemed as read was submitted to the vote of
the assembly and the issue was discussed and approved
by 291,323,403 affirmative votes vs 68,700 negative votes.
The Financial Statements of the Company regarding the
accounting period of 2013 were approved - by majority - by
291,323,403 affirmative votes vs 68,700 negative votes.
5. As per the fifth agenda item, the acquaintances of the
Members of the Board of Directors (who held office in 2013)
regarding their activities in 2013 was submitted to the vote
of the assembly and decision was taken - by majority - by
291,194,114 affirmative votes vs 197,989 negative votes
including the negative votes of Erin DKYOL who represented
the 100,000 shares on behalf of the Natixis International
Funds.
Members of the Board of Directors did not cast votes for their
acquaintances.
6. As per the sixth agenda item, as a result of the activities
carried out by our Company between the 1st of January 2013
and 31st of December 2013;
- The profit calculated in the independently audited
consolidated financial statements that were prepared
in accordance with the provisions of the Capital Markets
Board Communiqu on the Principles Regarding
Financial Reporting in Capital Markets n.14.1, Series: I is
TL 336,088,000 TL while the profit calculated within the
framework of the provisions of the Turkish Code of Commerce
and Tax Procedure Law is TL 239,800,280,
- As per the Capital Markets Board Communiqu on Dividends
(II-19.1), TL 336,088,000 of the profit after tax calculated in
the Consolidated financial statements is subject to profit
distribution,
- Within the framework of the 519th Article of the Turkish
Code of Commerce it is obligatory to allocate primary legal
reserve funds up to 20% of the paid in capital. Accordingly;
TL 1,990,014 was allocated as primary legal reserve funds
for 2013,
- In the consolidated financial statements; TL 324,393,283
was calculated as the first dividend base by adding the TL
295,297 donation made within the year to the distributable
2013 profit of TL 324,097,986,

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Ordinary General Assemblies


- It was decided to distribute the TL 64,878,657 which is
equivalent to 20% of the TL 324,393,283 that was calculated
as the first dividend base Capital Markets Board Communiqu
(II-19.1) on Dividends, as the first dividend in cash, and it
was decided to distribute the TL 134,130,108 as the second
dividend in cash,
a. It was decided to distribute the entire amount of the TL
199,008,765 (to be distributed in cash) from the net profit for
the period,
b. In that respect, it was decided to pay our shareholders a
total gross amount of TL 199,008,765 in cash with TL 0.5478
(54.78%) gross value per share of 1 TL nominal value,
c. As per the Capital Markets Legislation and Turkish Code of
Commerce, it was decided to allocate the remaining amount
(after the deducting the profit that will be distributed) as
extraordinary reserves.
The decisions were taken - by majority - by 291,323,403
affirmative votes vs 68,700 negative votes. (The issues were
approved by unanimous vote of the attendees.)
The issue about beginning the profit distribution on the 26th
of March 2014 was submitted to the vote of the assembly
and the issue was approved - by majority - by 291,323,403
affirmative votes vs 68,700 negative votes. (The issue was
approved by unanimous vote of the attendees.)
7. As per the seventh agenda item, issues about
remuneration, honorarium, premiums, and bonuses of the
Members of the Board of Directors were discussed. It was
decided to pay net US$ 65,000 per year to each Independent
Member of the Board of Directors, and it was decided to
pay the other Members of the Board of Directors no fees or
honorariums. The decision was taken - by majority of the
attendees - by 277,405,392 affirmative votes vs 13,986,711
negative votes including the negative votes of Erin DKYOL
who represented by proxy the 55,000 shares on behalf of
Fidelity Advisor Series VIII-Fidelity Advisor International
Capital Appreciation Fund, the 42,000 shares on behalf of
Variable Insurance Products Fund II, 100,000 shares on behalf
of Natixis International Funds, the 490,551 shares on behalf of
Cb For Wasatch Em Sm Cap Cit, 179,500 shares on behalf of
Japan Trustee Services Bank, Ltd. and the 38,700 shares on
behalf of Core Em Diversified Equity Fund Llc.
8. As per the eighth agenda item, with our Companys Board
of Directors Decision 2013/26 taken on the 26th of August
2013 it was decided to approve the resignation of Mr. Pierre
Georges Denis GRAFF (a member of our Board of Directors)
and to appoint Mr. Edward Rodolphe Paul ARKWRIGHT
(nationality: French, tax ID: 0790363220) in that vacant
position as a member of the Board of Directors and to have
Mr. Edward Rodolphe Paul ARKWRIGHT hold office until the
remaining term of office of the resigning Member of the
Board of Directors is completed. The decision was taken - by
majority of the attendees - by 283,099145 affirmative votes
vs 8,292,958 negative votes including the negative votes of
Erin DKYOL who represented by proxy the 55,000 shares

110

TAV 2014 ANNUAL REPORT

on behalf of Fidelity Advisor Series VIII-Fidelity Advisor


International Capital Appreciation Fund and the 42,000 shares
Variable Insurance Products Fund II.
9. As per the ninth agenda item, it was decided to appoint
Gney Serbest Denetim and Serbest Muhasebeci Mali
Mavirlik Anonim irketi for one year as an Independent
Audit Company to audit the financial reports of the 2014
accounting period in accordance with the Turkish Code
of Commerce and Capital Markets Board regulations and
to carry out other tasks within the scope of the relevant
regulations in these laws. The decision was taken - by
majority of the attendees - by 283,534,277 affirmative votes
vs 7,857,826 negative votes including the negative votes of
Erin DKYOL who represented by proxy the 100,000 shares
on behalf of Natixis International Funds.
10. As per the tenth agenda item, our Companys Profit
Distribution Policy prepared in accordance with the Capital
Markets Board regulations was read and approved - by
majority - by 291,323,403 affirmative votes vs 68,700
negative votes.
11. As per the eleventh agenda item, the issue about the
Remuneration Policy to be deemed as read was submitted
to the vote of the assembly, and the issue was discussed and
approved by 251,375,746.5 affirmative votes vs 40,016,356.5
negative votes. In accordance with the Capital Markets Board
regulations, the General Assembly was informed about
the Companys Remuneration Policy. Erin DKYOL who
represented by proxy the 55,000 shares on behalf of Fidelity
Advisor Series VIII-Fidelity Advisor International Capital
Appreciation Fund, the 42,000 shares on behalf of Variable
Insurance Products Fund II, the 100,000 shares on behalf of
Natixis International Funds, the 198,701 shares on behalf of
Consulting Group Capital Markets Funds Emerging Ma, the
44,142 shares on behalf of The Nomura Trust and Banking
Co., Ltd., the 1,702,106 shares on behalf of Pimco Funds
Global Investors Series Plc, the 10,443 shares on behalf of
Pyramis Gl Ex u.s. Ind Fd Lp adna, the 17,450 shares on
behalf of Alger Emerging Markets Fund, the 542,144 shares
on behalf of First Trust Emerging Markets Alphadex Fund, the
4,501 shares on behalf of Spartan Global Ex u.s. Index Fund,
the 490,551 shares on behalf of Cb For Wasatch Em Sm Cap
Cit, the 15,843 shares on behalf of The Master Trust Bank Of
Japan Ltd, the 179,500 shares on behalf of Japan Trustee
Services Bank, Ltd. and the 38,700 shares on behalf of Core
Em Diversified Equity Fund Llc declared that he did not accept
the given information.
12. As per the twelfth agenda item, the Donation and
Aid Policy of our Company was read in accordance with
the Capital Markets Board regulations and the issue was
discussed and approved - by majority of the attendees - by
247,934,665.5 affirmative votes vs 43,457,437.5 negative
votes including the negative votes of Erin DKYOL who
represented by proxy the 55,000 shares on behalf of Fidelity
Advisor Series VIII-Fidelity Advisor International Capital
Appreciation Fund, the 42,000 shares on behalf of Variable
Insurance Products Fund II., the 100,000 shares on behalf of
Natixis International Funds, the 198,701 shares on behalf of

Consulting Group Capital Markets Funds Emerging Ma, the


44,142 shares on behalf of The Nomura Trust and Banking
Co., Ltd., the 1,702,106 shares on behalf of Pimco Funds
Global Investors Series Plc, the 10,443 shares on behalf of
Pyramis Gl Ex u.s. Ind Fd Lp, the 17,450 shares on behalf of
Alger Emerging Markets Fund, the 542,144 shares on behalf
of First Trust Emerging Markets Alphadex Fund, the 4,501
shares on behalf of Spartan Global Ex u.s. Index Fund, the
490,551 shares on behalf of Cb For Wasatch Em Sm Cap Cit,
the 15,843 shares on behalf of The Master Trust Bank Of
Japan Ltd, the 179,500 shares on behalf of Japan Trustee
Services Bank, Ltd. and the 38.700 shares on behalf of Core
Em Diversified Equity Fund Llc.
The General Assembly was informed about the total amount
of TL 295,297 donation and aid made in 2013 to several
Public Interest Associations and Foundations.
13. As per the thirteenth agenda item, the issue about the
Information Policy of our Company to be deemed as read
was submitted to the vote of the assembly and the issue was
approved by 251,375,746.5 affirmative votes vs 40,016,356.5
negative votes. Our Companys Information Policy prepared
in accordance with the Capital Markets Board regulations
was discussed and approved by 251,375,746.5 affirmative
votes vs 40,016,356.5 negative votes including the negative
votes of Erin DKYOL who represented by proxy the 55,000
shares on behalf of Fidelity Advisor Series VIII-Fidelity Advisor
International Capital Appreciation Fund, the 42,000 shares
on behalf of Variable Insurance Products Fund II, the 100,000
shares on behalf of Natixis International Funds, the 198,701
shares on behalf of Consulting Group Capital Markets Funds
Emerging Ma, the 44,142 shares on behalf of The Nomura
Trust and Banking Co., Ltd., the 1,702,106 shares on behalf of
Pimco Funds Global Investors Series Plc, the 10,443 shares
on behalf of Pyramis Gl Ex u.s. Ind Fd Lp, the 17,450 shares on
behalf of Alger Emerging Markets Fund, the 542,144 shares
on behalf of First Trust Emerging Markets Alphadex Fund, the
4,501 shares on behalf of Spartan Global Ex u.s. Index Fund,
the 490,551 shares on behalf of Cb For Wasatch Em Sm Cap
Cit, the 15,843 shares on behalf of The Master Trust Bank Of
Japan Ltd, the 179,500 shares on behalf of Japan Trustee
Services Bank, Ltd. and the 38,700 shares on behalf of Core
Em Diversified Equity Fund Llc declared that he did not accept
the given information.
14. As per the fourteenth agenda item, the issue about the
Repurchase Program for Company Shares to be deemed
as read was submitted to the vote of the assembly, and
the issue was discussed and approved by unanimity of the
attendees. The Repurchase Program for Company Shares
was approved - by majority - by 291,323,403 affirmative votes
vs 68,700 negative votes.
15. As per the fifteenth agenda item, the General Assembly
was informed about the transactions carried out with the
Related Parties within the scope of the Related Party
Transactions that are stipulated in the third section of the
Capital Markets Boards Corporate Governance Communiqu
(II-17.1). Erin DKYOL who represented by proxy the 55,000
shares on behalf of Fidelity Advisor Series VIII-Fidelity Advisor

International Capital Appreciation Fund, the 42,000 shares


on behalf of Variable Insurance Products Fund II, the 100,000
shares on behalf of Natixis International Funds, the 198,701
shares on behalf of Consulting Group Capital Markets Funds
Emerging Ma, the 44,142 shares on behalf of The Nomura
Trust and Banking Co., Ltd., the 1,702,106 shares on behalf
of Pimco Funds Global Investors Series Plc, the 10,443
shares on behalf of Pyramis Gl Ex u.s. Ind Fd Lp adna, the
17,450 shares on behalf of Alger Emerging Markets Fund, the
542,144 shares on behalf of First Trust Emerging Markets
Alphadex Fund, the 4,501 shares on behalf of Spartan Global
Ex u.s. Index Fund, the 490,551 shares on behalf of Cb For
Wasatch Em Sm Cap Cit, the 15,843 shares on behalf of The
Master Trust Bank Of Japan Ltd, the 179,500 shares on behalf
of Japan Trustee Services Bank, Ltd. and the 38,700 shares
on behalf of Core Em Diversified Equity Fund Llc declared that
he did not accept the given information.
16. As per the sixteenth agenda item, the General Assembly
was informed about the given pledges, collaterals and
mortgages that are stipulated in the third section of the
Capital Markets Boards Corporate Governance Communiqu
(II-17.1). Erin DKYOL who represented by proxy the 55,000
shares on behalf of Fidelity Advisor Series VIII-Fidelity Advisor
International Capital Appreciation Fund, the 42.000 shares
on behalf of Variable Insurance Products Fund II, the 100,000
shares on behalf of Natixis International Funds, the 198,701
shares on behalf of Consulting Group Capital Markets Funds
Emerging Ma, the 44,142 shares on behalf of The Nomura
Trust and Banking Co., Ltd., the 1,702,106 shares on behalf
of Pimco Funds Global Investors Series Plc, the 10,443
shares on behalf of Pyramis Gl Ex u.s. Ind Fd Lp adna, the
17,450 shares on behalf of Alger Emerging Markets Fund, the
542,144 shares on behalf of First Trust Emerging Markets
Alphadex Fund, the 4,501 shares on behalf of Spartan Global
Ex u.s. Index Fund, the 490,551 shares on behalf of Cb For
Wasatch Em Sm Cap Cit, the 15,843 shares on behalf of The
Master Trust Bank Of Japan Ltd, the 179,500 shares on behalf
of Japan Trustee Services Bank, Ltd. and the 38,700 shares
on behalf of Core Em Diversified Equity Fund Llc declared that
he did not accept the given information.
17. As per the seventeenth agenda item, it was decided - by
majority / by unanimity of the attendees - by 286,451,139
affirmative votes vs 4,940,964 negative votes to authorize the
Chair and the Members of the Board of Directors to exercise
the transactions specified in the 395th and 396th Articles of the
Turkish Code of Commerce.
18. As per the eighteenth agenda item, wishes & requests
were listened to at this part of the meeting.
19. Lastly, the meeting was finalized and the minutes to the
meeting (composed of four copies) and the List of Attendees,
were issued and signed by the Meeting Council and Ministry
Representatives.

111

Board of Directors

Hamdi Akn
Chair of the Board of Directors

Augustin de Romanet
Board Member, Vice Chair

112

TAV 2014 ANNUAL REPORT

Hamdi Akn assumed his current duties as the TAV Airports Holding Chair in
2005. Being one of the founders and shareholders of TAV Airports Holding,
Mr. Akn is also the founder and the Chair of Akfen Holding. Graduated from
the Department of Mechanical Engineering, Gazi University, Mr. Akn founded
Akfen Holding in 1976, a company that operates in the construction, tourism,
commerce and services sectors. Undertaking infrastructure, energy and
investment projects within the scope of privatization efforts besides private
entrepreneurial activities, Mr. Akn has been undertaking responsibilities as a
founder and director at various associations, foundations and NGOs. Mr. Akn
served as the Vice President of Fenerbahce Sports Club between 2000 - 2002,
the President of Ankara Region Representative Council of the Turkish Metal
Industrialists Union (MESS) between 1992 - 2004, the President of Turkish
Young Businessmens Association (TUGIAD) between 1998 - 2000, a Board
Member of Turkish Confederation of Employer Associations (TISK) between
1995 - 2001, a Board Member of Turkish Industrialists and Businessmens
Association (TUSIAD) and the President of Information Society and New
Technologies Committee between 2008 - 2009. Mr. Akn has been serving as
a Board Member of Clean Seas Association / TURMEPA since 2011. He is one
of the founders of the Chair in Contemporary Turkish Studies at the London
School of Economics and he currently serves as the founding member and
the Honorary Chair of the Human Resources Foundation of Turkey (TKAV,)
which has been active since 1999 in order to provide well-educated human
resources for Turkey. Mr. Akn is also the Vice Chair of the Board of Trustees of
Abdullah Gl University Support Foundation.

Augustin de Romanet, born on 2 April 1961, is a graduate of the Institut dEtudes


Politiques in Paris and a former student of the Ecole Nationale de lAdministration. He
was previously Chief Executive Officer of Caisse des Dpts et Consignations between
March 2007 and March 2012, and chaired the Strategic Investment Fund between 2009
and 2012. Prior to that, he was Deputy Finance Director of Crdit Agricole S.A., and a
member of the Executive Committee. Before taking up this position, Mr de Romanet
was Deputy Secretary General to the President of the Republic between June 2005
and October 2006, and held responsibilities in various ministerial offices. In particular,
between 2002 and 2005, he was Chief of Staff to Alain Lambert, Minister Delegate for
the Budget, Deputy Chief of Staff to Francis Mer, Minister for the Economy, Finance
and Industry, Chief of Staff to Jean-Louis Borloo, Minister for Employment, Labour
and Social Cohesion, and lastly, Deputy Chief of Staff to Jean-Pierre Raffarin, Prime
Minister. Augustin de Romanet, who was co-opted by the Board of Directors meeting of
12 November 2012, was appointed Chair and CEO of Aroports de Paris by decree on
29 November 2012, to replace Pierre Graff. He was elected to the Board of Directors of
Aroports de Paris by the Ordinary General Assembly on May 15th, 2014 for a five years
mandate begining on July, 15th 2014, and re-appointed Chair and CEO of Aroports de
Paris by decree on July 24th, 2014. In the case of the TAV Group (governed by Turkish
Law), in which Aroports de Paris has an interest, he is a Director and Vice-Chair of
the Board of Directors of TAV Havalimanlari Holding A.S, of Yatirim Holding A.S. and of
TAV Tepe Akfen Yatrm Insaat ve Isletme A.S. He is Vice-Chair of the TAV Havalimanlari
Holding A.S. Corporate Governance Committee and the Risk and Nomination
Committees. Within Aroports de Paris Group, Augustin de Romanet is Chair and
Director of Mdia Aroports de Paris SAS (advertising joint-venture), a member of the
Board of Directors of Socit de Distribution Aroportuaire SAS (retail joint-venture),
and of Relay@adp SAS (retail and press joint-venture). He is also a member of the
Board of Directors of Rgie Autonome des Transports Parisiens (industrial and
commercial public undertaking in charge of urban transportation in the Paris Region),
and a member of the Board of Directors and Deputy Chair of the Board of Directors
of Airport Council International (ACI) Europe (an international non-profit association
governed by Belgian law). Augustin de Romanet is a Chevalier of the Lgion dHonneur,
and a holder of the French National Defence Medal.

Member of the Board of Directors and President & CEO Mustafa Sani ener
was appointed member of the Board of Directors, President and CEO of TAV
Airports in 1997. After graduating from Black Sea Technical University (KT)
Department of Mechanical Engineering in 1977, Mr. ener earned his Masters
degree (M.Phil) in fluid mechanics in 1979 from University of Sussex in the
UK. He has been awarded an Honorary Doctorate in engineering from KT
for his invaluable contributions to the development of Turkish engineering
at the international level, as well as an Honorary Doctorate in Business
Administration from the Hellenic American University for his accomplishments
in Project and Risk Management throughout his tenure at TAV.

Mustafa Sani ener


Member of the Board of Directors
and President & CEO

Edward Arkwright
Board Member

Prior to his career at TAV Airports Holding, Mr. ener served in various
positions, from project manager to general manager, in many national and
international projects. He attended training on management of complex
systems at the Massachusetts Institute of Technology (MIT.) Mustafa Sani
ener is also a member of the Board of Directors of the Airports Council
International (ACI) World and was elected the President of Foreign Economic
Relations Boards Turkish- French Business Council in 2012.

Edward Arkwrigh born on 26 April 1974, is a senior parliamentary civil


servant, and holds a degree from the Institut dEtudes Politiques de Paris.
He is a graduate of the Ecole Superieure des Sciences Economiques et
Commerciales (ESSEC) and holds a Masters in Advanced Modern History.
In 1999, he became an advisor to the Senate Finance Commission. Between
2002 and 2007, he held several positions at the Ministry of Finance, and
worked on the implementation of the budgetary reforms introduced by the
legislation regarding Budget Acts (LOLF), and on the reform of the state and
of public finance. In 2007, he worked as Chief of Staff to the CEO of the Caisse
des Dpts. In 2010, he was appointed Director of Strategy and Sustainable
Development at the Caisse des Dpts Group, and from 2011, as Chair of the
SCET (the French Regional Expert Advisory entity). Edward Arkwright joined
Aroports de Paris in December 2012 as Director and Special Advisor to
the Chair and Chief Executive Officer. He was appointed Executive Director
Finance, Strategy and General Administration as of 1st September 2013. Within
Aroports de Paris Group, he has been a member since February 2013 of the
Board of Directors of Hub One SA ( telecom operator, subsidiary of Aroports
de Paris), as the permanent representative of Aroports de Paris. He is also
a member of the Board of Coeur dOrly Investissement SAS and of Coeur
dOrly Commerces Investissements SAS (both real estate subsidiaries). He
is a member of the Board of Directors of TAV Havalimanlari Holding A.S. and
a member of the Corporate Governance Committee, since 26 August 2013.
He also attends the Board of Directors of Thatre des Champs-Elyses as a
censor. Edward Arkwright is a Chevalier of the Ordre national du Mrite.

113

Board of Directors

Laurent Galzy
Board Member

Laurent Galzy, born on 14 May 1957, is a graduate of HEC School of


Management with a Masters degree in economics and a graduate of the
Paris Institute of Political Studies, and is also a former student of the Ecole
Nationale dAdministration. From 1984, he held several positions within the
Budget Directorate at the Ministry of the Economy and Finance relating to
infrastructure, transport, land planning and local government. In 1999, Laurent
Galzy was appointed Deputy Director of Industry, Transport and Research
within the Budget Directorate at the Ministry of the Economy and Finance.
Joining Aroports de Paris as Director of Management Control and Financial &
Legal Affairs in January 2002, Laurent Galzy was Executive Director, Finance
& General Administration until September 2013. He is currently Executive
Director, Chief International Officer. Since 16 May 2012, he has also been
a director and a member of the Risk and Nomination Committees of TAV
Havalimanlar Holding A.. and a director of TAV Yatrm Holding A.. and
since 24 August 2012, of TAV Tepe Akfen Yatrm naat ve letme A.. Since
February 2014, Laurent Galzy has also been a member of the Supervisory
Board and of the audit committee of NV LUCHTHAVEN SCHIPHOL (a dutch
company operating Amsterdam Schiphol Airport). Within Aroports de Paris
Group, he is notably Chair of Aroports de Paris Management SA (a subsidiary
in charge of airport management outside Paris), a member of the Board of
Directors of : Socit de Distribution Aroportuaire SAS (retail joint-venture)
, Mdia Aroports de Paris SAS (advertising joint-venture), Relay@adp SAS
(retail and press joint-venture), Aroports de Paris Ingnierie SA (a subsidiary
in charge of airport engineering), Hub One SA (telecom operator, subsidiary of
Aroports de Paris). Laurent Galzy is a Chevalier of the Lgion dHonneur.

Ali Haydar Kurtdarcan, is a member of the Board of Directors of TAV Airports


Holding, and is the Chair of the Board of Directors of Tepe Construction,
shareholder of TAV Airports Holding. Kurtdarcan graduated from ODT
Construction Engineering in 1973. Since 1987, he has worked in different
manager positions for Bilkent Holding Tepe Construction Company. He was the
Chair of DO Board of Directors between 2011 and 2013. Kurtdarcan continues to
be the Chair of the Board of Directors of TAV Construction A.., Tepe Security A..,
Sports International A.., Bilintur A.., Meteksan Matbaa A.., and Bilenerji A...

Ali Haydar Kurtdarcan


Board Member

114

TAV 2014 ANNUAL REPORT

Abdullah Atalar
Board Member

Tayfun Bayazt
Board Member (Independent)

Abdullah Atalar was appointed member of the Board of Directors of TAV


Airports in 2009. After graduating from Middle East Technical University,
Department of Electrical Engineering in 1974, Mr. Atalar received his
Masters and PhD degrees from Stanford University, Department of Electrical
Engineering in the United States, respectively in 1976 and 1978. Beginning
his career at the Hewlett Packard Research Labs in 1979, Mr. Atalar returned
to Turkey as an Assistant Professor at Middle East Technical University in
1980. In 1982 he led the project to develop the first commercial acoustic
microscope at Ernst Leitz Wetzlar in Germany. In 1986, he served as the Chair
of the Department of Electrical and Electronics Engineering and as Associate
Professor at the newly established Bilkent University and he was promoted to
Full Professorship in 1990. Mr. Atalar worked as Visiting Professor at Stanford
University in 1996. He received the Scientific Encouragement and Science
Awards of TBTAK in 1982 and 1994, respectively. He was also elected as
a full-member of the Turkish Academy of Sciences in 1997 and has been
awarded a Fellow Degree by the IEEE in 2007. Mr. Atalar led research projects
for such companies as ASELSAN, Teleta and Hitachi. Mr. Atalar has 11
international patents, 89 academic articles and 132 conference proceedings
and there are more than 2,500 citations referring to his papers. He is currently
the Rector of Bilkent University, and Vice Chair and Executive Director of
Bilkent Holding.

After receiving a bachelors degree in mechanical engineering in 1980,


Tayfun Bayazt received an MBA from Columbia University in Finance and
International Business. Beginning his banking career at Citibank in 1983, he
subsequently worked in senior executive positions within ukurova Group
for 13 years, including Yap Kredi Bank (Senior Executive Vice President and
Executive Committee Member), Interbank (CEO) and Banque de Commerce
et de Placements S.A. Switzerland (President and CEO). In 1999, he was
appointed as the Vice Chair of Doan Holding and an Executive Director of
Dbank. He assumed the CEO position at Dbank in 2001 and was appointed
as the Chair of the Board of Directors in 2003. He became the CEO of Fortis
Turkey and Member of the Executive Committee of Fortis Global after the
acquisition of the majority shares of Dbank in July 2005. Tayfun Bayazt
assumed the position of the Chair of the Board of Directors of Fortis Turkey
after the General Assembly Meeting of Shareholders in 2006. In 2007 he
returned to Yap Kredi (a partnership of Unicredit and Ko Groups) as CEO
and Managing Director and was appointed the Chair of the Board of Directors
in 2009. Mr. Bayazt resigned from his duties at Yap Kredi in August 2011 to
establish Bayazt Consulting Services which he currently is the Chair of. Mr.
Bayazt is also the Vice Chair of the Board of Directors of Turkish Industrialists
and Businessmens Association (TSAD) and an active member in various
associations such as Educational Volunteers Foundation of Turkey (TEGV),
Corporate Governance Association of Turkey (TKYD) and Embarq.

115

Board of Directors

Necmi Bozant
Board Member (Independent)

After graduating from Marmara University in 1977 Necmi Bozant received


his masters degree in Production Management from the same university
and a masters degree in Accounting-Finance from Istanbul University,
Faculty of Economics. Following his doctoral studies in General Economics,
Mr. Bozant served as Planner in the Planning Department of Trkiye ie ve
Cam Fabrikalar A.. Beginning his banking career at Interbank in 1984, Necmi
Bozant worked at ktisat Bank from 1984 until 1987, and at Trkiye Emlak
Bankas between 1991 and 1992. He served as Deputy General Manager
of Alternatifbank between 1992 and 1995, after which he was the General
Manager of D Faktoring for six years. Mr. Bozant, who is the founder of Ekip
Consulting, is also an Executive Board Member in My Technic, ACT Kargo, ASD
Madencilik, Mapek D Ticaret A.. and Bordrill.

Mr. Jerome Calvet received his law degree in 1978 and graduated from Institut
dEtudes Politiques in 1979 and from Ecole Nationale dAdministration in 1983.

Jerome Calvet
Board Member (Independent)

116

TAV 2014 ANNUAL REPORT

Jerome Calvet received his law degree from Institut dEtudes Politiques de
Paris in 1983. He worked in the Finance Ministry of France between 1983 and
1997 and as Financial Secretary of the France Mission of EU between 1988
and 1990, while also serving on the Boards of Directors of many companies.
From 1998 until 2004 he led the Corporate Finance (France) Department of
Socit Gnrale and later on became the Head of the Mergers & Acquisitions
Department in the same bank. Between 2004 and 2008 he directed the
Investment Banking Department (France) of Lehman Brothers. He is the cohead of Nomura (France) since 2009.

Sevdil Yldrm graduated from the Business Administration Department of


Middle East Technical University (METU) in 1988. Mrs. Yildirim worked in CMBs
Reseach and Development Department, the Audit Department and Market
Surveillance and Supervision Department, between 1988 and 1999. She also
carried out and run international technical studies especially in the scope of
IOSCO, FIBV and OECD.

Sevdil Yldrm
Board Member (Independent)

Mrs. Yildirim, simultaneously, completed MS degree in Economics at METU


between 1989 and 1995, and also earned Masters degree in Finance from
the London Business School, UK, in 1996. In March 1999, Sevdil Yildirim joined
private sector in Yap Kredi Investment to establish international business
arm (ICM: the International Capital Markets Department). By the end of 2002,
she became Assistant General Manager. In mid-2006, Sevdil Yldrm joined
Turkish Investment and a year later BGC Partners as the Assistant General
Manager. In 2009, she joined Yldz Holding as Finance Coordinator in charge of
Corporate Finance and Capital Markets, and undertook CMB compliance, M&A,
and corporate governance as well as capital market operations of the Holding
and 7 publicly-held companies. A year later, she established the private equity
arm of Yildiz Holding. As the Assistant General Manager of Gzde Private
Equity Investment Company of Yildiz, she was also the Member of Investment
Committee. After resigning in February 2012, she undertook private equity
Projects first for European Investment Fund with Kayra, and lately for TBTAK
together with Mir R&D Co. As an independent board member, she has been
serving at the Board of Is Real Estate Investment Company since March
2012, and also in Denizli Glass and in TAV Airports Holding Company since
May 2012. Sevdil Yldrm assumed Executive Vice Presidency positions in
Business Councils of Kuwait, Saudi Arabia as well as Board positions at Qatar
and Bahrain Business Councils at Foreign Economic Affairs Council of Turkey
between 2007 and 2011. She was also Founding Chairperson of London
Business School Club between 1998-2013, and the President of the Capital
Markets Board Experts Association in the past.

117

Senior Management
Member of the Board of Directors and President & CEO Mustafa Sani ener was
appointed member of the Board of Directors, President and CEO of TAV Airports in
1997. After graduating from Black Sea Technical University (KT) Department of
Mechanical Engineering in 1977, Mr. ener earned his Masters degree (M.Phil) in
fluid mechanics in 1979 from University of Sussex in the UK. He has been awarded
an Honorary Doctorate in engineering from KT for his invaluable contributions
to the development of Turkish engineering at the international level, as well as
an Honorary Doctorate in Business Administration from the Hellenic American
University for his accomplishments in Project and Risk Management throughout his
tenure at TAV.

Mustafa Sani ener


Member of the Board of Directors and
President & CEO

David-Olivier Tarac
Senior Vice President
Consumer Services and Deputy CEO

Serkan Kaptan
Vice President - Business
Development TAV Airports

118

TAV 2014 ANNUAL REPORT

Prior to his career at TAV Airports Holding, Mr. ener served in various positions,
from project manager to general manager, in many national and international
projects. He attended training on management of complex systems at the
Massachusetts Institute of Technology (MIT.) Mustafa Sani ener is also a member
of the Board of Directors of the Airports Council International (ACI) World and was
elected the President of Foreign Economic Relations Boards Turkish- French
Business Council in 2012.

David-Olivier Tarac graduated from the Paris Ecole Polytechnique in 1995 and
received his MBA from the Ecole National Suprieure des Mines de Paris (Mines
ParisTech) in 1998. He began his career in 1995 as the Corporate Unit Manager at
Legris Industrie and later served as Analyst at PWC Corporate Finance from 1996
until 1998. Working as Deputy Director at the DCN (Naval Shipyards) between 1998
and 2000, he subsequently served as Portfolio Manager at the State Public Holdings
Agency between 2000 and 2004, Project Leader at Boston Consulting Group between
2004 and 2007, Vice President at BNP Paribas between 2007 and 2008, and Senior
Project Manager at Roland Berger Consulting Company in 2008. Lastly, he served
as the Director of Financial Operations at Aroports de Paris between 2008 to
2012 and he has been undertaking responsibilities in mergers and acquisitions,
financial engineering, treasury and debt management, pricing, business planning,
investors relations, investment controlling, the Tax Department and supervision of
ADP Group subsidiaries. David-Olivier Tarac completed the Successful Performance
Management Program of the International Institute for Management Development
(IMD) in 2011.

Serkan Kaptan graduated from Istanbul University, Department of Business


Administration in 1995 and received his MBA from Marmara University in 2002.
Mr. Kaptan joined TAV Airports Holding in 1998 with the build-operate-transfer
project of the Istanbul Atatrk Airport. Between 1998 and 2001, he served as airport
operation consultant at Airport Consulting Vienna, a company owned by VIE, which
in turn is a partner of TAV Airports Holding. Mr. Kaptan has been serving in TAV
Group companies boards since 2003. Mr. Kaptan had airline operations and dispatch
experience before obtaining airport operating and management experience at TAV
Airports. Serkan Kaptan has 20 years of experience in airport and airline operations
and public-private partnership infrastructure projects. He served in managing TAV
Airports international operation and has also been the Chair of the Turkish-Latvian
Business Council of the Foreign Economic Relations Board of Turkey (DEK) since
2010.

Burcu Geri
Vice President - CFO
TAV Airports

Ersagun Ycel
General Secretary
TAV Airports

Kemal nl
General Manager
TAV Istanbul

Burcu Geri graduated from Boazii University, Department of Business


Administration in 1999 and received her MBA degree from London Business
School and Columbia Business School. Ms. Geri started her professional career
at Garanti Bank where she took part in the financing of a series of privatization,
infrastructure and energy projects from 1999 until 2005. She has 15 years of
professional experience in project finance, corporate finance and treasury. Joining
TAV Airports in 2005, Burcu Geri led the Project & Structured Finance Department
of the Company between 2005 and 2012. During her tenure at TAV, she closed
the financing and refinancing of eight airport projects in Istanbul, Ankara, zmir,
Georgia, Tunisia, Macedonia, Medinah and Zagreb airports worth a total of US$
4.5 billion as well as taking part in several share sales processes. Ms. Geri holds
board member positions in TAV subsidiaries as well as being a member of Women
Corporate Directors, Professional Womens Network, Boazici, LBS and CBS Alumni
Associations. She was selected as a Rising Talent in 2013 by Womens Forum. Each
year 16 women from around the world who are under 40 years old and who have the
capacity and potential to shape the future are selected to the Rising Talents program.
Ms. Geri has been voted Best CFO in Investor Relations-2nd in Turkey and 4th in the
European Transport Sector by Thomson Reuters Extel Surveys in 2014. Ms. Geri is
fluent in English and French.

Appointed General Secretary of TAV Airports Holding in 2002 and a member


of the TAV Airports Holding Board of Directors in 2009. He graduated from
California Newport University, Department of Business Administration in 1999
and is currently pursuing his MBA degree at the same university. Also Mr.
Ycel graduated from Yldz Technical University, Department of Serigraphy
in 1994 and attended the New York University Advertising and Marketing
Program in 1997. Beginning his career as a graphic artist in MR Com Graphics
in 1993, Mr. Ycel worked as manager at Rifle Jeans and Calvin Klein Jeans
between 1995 and 1998. Mr. Ycel joined TAV Airports in 1999 as the Assistant
to the President & CEO and was subsequently appointed General Secretary of
TAV Holding in 2002 and then as a member of the Board of Directors of TAV
Airports in 2009. In addition to his responsibilities as the General Secretary of
TAV Airports, he also oversees the activities of the Corporate Communications,
External Affairs, Management Systems, and Board of Directors Administrative
Affairs Departments.

Kemal nl began his carrier as an Electrical Technician in 1978 at Ankara


Esenboa Airport. He graduated from Gazi University, Department of Electrical
Engineering in 1983. Mr. nl served as Electrical Branch Manager at DHMI
Antalya Airport in 1988, Deputy to the Manager-in-Chief at DHM Atatrk
Airport in 1994, and DHMI Atatrk Airport Manager-in-Chief between August
1999 and March 2004. Mr. nl joined TAV Airports in 2004 after leaving his
post as the Principal in charge of Atatrk Airport at the General Directorate
of State Airports Authority (DHM) and took part in the Iranian Project. After
completing his duty in Iran in four months, Mr. nl came back to Istanbul
and assigned as the General Manager of TAV Istanbul in 2006. Mr. Kemal nl
has been serving as Vice Chair of the Turkish Private Aviation Enterprises
Association (TSHD) for the past four terms since 05.12.2006.

119

Senior Management
Murat rnekol graduated from Middle East Technical University, Department of
Industrial Engineering in 1980 and served as the General Manager of TAV Esenboa
between 2006 and 2008. Prior to joining TAV Airports he worked as Planning
Engineer, IT Manager and Commerce Manager at Kutluta Holding. Mr. rnekol
also served as General Manager at Bordata, an IT company, as well as Logistics
& Business Development Coordinator, Head of the Healthcare Group, Telecom
Project Director and Vice Chair of the Holdings Executive Board at Bayndr Group
companies. Appointed Operations Director of TAV Airports Holding in 2008, Murat
rnekol is serving as Vice PresidentOperations and HR as of 2013.

Murat rnekol
Vice President Operations and HR
TAV Airports

Altu Koraltan
Internal Audit Director
TAV Airports

Bengi Vargl
Corporate Communications Director
TAV Airports

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TAV 2014 ANNUAL REPORT

Appointed as the Internal Audit Director of TAV Airports Holding in 2007, Altu
Koraltan is also a Member of the Audit Committee. He graduated from Istanbul
Universitys Department of Business Administration in 1986. Mr. Koraltan took his
first step in his professional career as an External Auditor in Peat Marwick & Mitchell
from 1986 to 1988. Koraltan worked as a Sales Representative in the Bagdad Office
of ENKA Marketing between 1988 and 1990 and as the Finance Manager in EffemexMars in 1990. He was then employed by Osmanl Bank for the following five years as
an Internal Auditor, Assistant Manager of the Securities Department, and a Foreign
Exchange Dealer in the Treasury Department at the same time. In 1996-1997, Mr.
Koraltan worked as the Head of Inspection in Oyak Bank. Before joining TAV Airports
Holding, Altu Koraltan was Head of the Internal Audit Group of ABN AMRO Bank
between 1997-2007, responsible for operations in Turkey and Greece.

Graduating from the Faculty of Communication at Istanbul University and completing


her masters degree in television journalism at the same university, Bengi Vargl
started her career at TRTs (Turkish Radio Television) news center in 1992. She
also worked at NTV news center between 1997 and 2000. Bengi Vargl studied
Communication, Persuasion Techniques and Communication Techniques with
Different Cultures at Canning School - London. Working for TAV Airports for 15
years, Ms. Vargl is the Corporate Communication Director since 2012. She has got
active responsibilities in different projects such as; public offering of TAV Airports,
in particular, increasing the brand awareness and prestige of TAV in the eye of its
shareholders, corporate representation and leader communication on national
and international platforms. Ms. Vargl is responsible for all internal and external
communication processes within the scope of the strategic communication and
corporate reputation management of TAV Airports and its subsidiaries in and outside
the country. Giving lectures in the subjects of corporate communication and brand
management at various universities, Ms. Vargl has been conducting the Corporate
Communication Certificate Program at Istanbul Bilgi University for five years. She
is a Board member in the Business Council for Sustainable Development Turkey
and a member of the Professional Womens Network, European Association of
Communication Directors (EACD), Airport Communication Group-Europe and Public
Relations Association of Turkey (THD). Since January 2013, Ms. Vargl is the
Chairperson of the Corporate Communicators Association (KD).

After finishing Galatasaray High School, Ceyda Akbal graduated from Galatasaray
University Faculty of Law in 1999. Ms. Akbal did her masters degree both in Private
Law at Galatasaray University and Economic Law at Paris 1 Panthon-Sorbonne
University. Ms. Akbal started her career in 2000 and worked in Competition Law and
International Corporate Law at various international law offices in Paris and Istanbul,
providing legal services to the leading companies of Turkey in the pharmaceutical,
air and sea transport, telecommunication and cement industries. She is also
currently conducting a PhD thesis at Paris 1 Panthon-Sorbonne University.
Ms. Akbal joined TAV Airports Holding in February 2009 as Legal Counsel and was
appointed as General Counsel in April 2012.

Ceyda Akbal
General Counsel
TAV Airports

Deniz Aydn
Financial Affairs Director
TAV Airports

Deniz Aydn joined TAV Airports Holding in 2006 as Financial Affairs Coordinator
and appointed as the Financial Affairs Director of TAV Airports Holding in July 2010.
Ms. Aydn is the head of all departments in charge of accounting, tax and financial
reporting (solo and consolidated financial reporting in accordance with Local GAAPs,
CMB, and IFRS) of TAV Group. Having graduated from the Department of Economics,
Middle East Technical University in 1988, Deniz Aydn worked in managerial
positions at Ernst & Young, Akfen Holding, Bobcock & Wilcox Gama Kazan, and
FMC Nurol Savunma San. A.. before joining TAV Group, assuming responsibilities
for financial systems, administration and overseas reporting and development of
related systems. Deniz Aydn has been a Certified Public Accountant since 2004 and
is a member of the Istanbul TURMOB Chamber of CPAs and Corporate Governance
Association of Turkey. Ms. Aydn has also received the Independent Auditor
Certificate of Public Oversight, Accounting and Auditing Standards Authority in 2014.

Haluk Bilgi graduated from Istanbul University, Faculty of Economics, Department of Economics
in 1992. He received his Executive MBA degree from Middle East Technical University in 1999, and
attended the Structuring Effective Private Equity Partnership Program of Harvard Business School
the same year. Early 2013, Mr. Bilgi has received another program degree from Harvard Business
School in Strategic Negotiations.

Haluk Bilgi
Director, Africa
TAV Airports

Haluk Bilgi began his career as Foreign Relations Specialist at BBBAG in 1991. Assuming his first
position abroad in 1993 with Sibkon Co. at Siberia Novokuznetsk, Russia. Mr. Bilgi joined Tepe
Group in 1995 and served in senior management positions in the Russian Federation, United
Kingdom, the United States and Iraq at Tepe Group and its subsidiaries for the next 10 years.
Before joining TAV Airports as Business Development Group Manager in 2005, he has served as the
Business Development Coordinator at Tepe Group and has also been serving as a member of the
American Management Association, Foreign Economic Relations Board (DEK)s Turkish American
Business Council International Contracting Committee, Central Anatolia Exporters Unions Board
of Directors, Global Ethics, UTICA (Tunisian Businessmens Association), TACC (Tunisian - American
Chamber of Commerce).
Haluk Bilgi was appointed TAV Airports Director for North Africa in 2010 (for Africa in 2012)
and also serves as TAV Tunisie SA PDG since 2007. Mr. Bilgi has been elected as the governing
board member of ACI (Airports Council International) AFRICA as of October 2013, executive board
member in 2014 and advisor to the world governing member of ACI (Airports Council International)
WORLD as of April 2014.

121

Senior Management
Mehmet Erdoan graduated from Anadolu University, Faculty of Economics and
Administrative Affairs with honors and began his professional career at Arapolu
Giyim Sanayi as Operating Manager. He served as Marketing Manager at Ankara
Anonim Trk Sigorta and as Insurance Advisor at St Seramik San. Tic. A..
Joining TAV Group in 1999, Mr. Erdoan was appointed External Affairs Director
after serving as External Affairs Coordinator and Deputy General Secretary. He is
currently a member of the Boards of Directors at various Group and subsidiary
companies of TAV Holding including TAV Esenboa, TAV Adnan Menderes, TAV
Gazipaa, TAV Operation Services, HAVA, TAV IT, and TAV Security. Mr. Erdoan is a
Council Member of the Recep Tayyip Erdoan University Development Foundation
and a member of Hali Universitys Board of Trustees. He was appointed Operations
Director of TAV Airports Holding in 2008.

Mehmet Erdoan
External Affairs Director
TAV Airports

Nursel lgen, CFA


Director, Head of Investor Relations
TAV Airports

Nursel lgen graduated from Middle East Technical University (METU), Department
of Business Administration in 1997 and started her career at Ata Invest where she
worked as portfolio manager and senior analyst from 1997 to 2002. She served as
Vice President of Investments Research Department between 2002 and 2006. Ms.
lgen took part in drafting industry and macroeconomic research reports and making
the presentations of these reports to local and foreign institutional investors as well
as in initial public offering and privatization projects. She participated in the public
offering of TAV, which she joined in 2006, and established the Investor Relations
Department and fulfilled many tasks including various transactions of share sales.
In the voting among the domestic and foreign financial institutions conducted by
Thomson Extel, she was ranked second in 2009 and 2011 and first in 2010, 2012
and 2014 and ranked third in 2013 in the category of investor relations officers
in Turkey. She also came in second in the Investor Relations category in a similar
survey on the transportation industry conducted in Europe and she ranked second
in 2012 and 2014. Ms. lgen, who possesses Chartered Financial Analyst (CFA) and
Capital Markets Board (SPK) Advanced and Corporate Governance Rating licenses, is
also a member of the CFA Institute, CFA Society of Istanbul, TYD (Turkish Investor
Relations Society) as Vice Chair and the Professional Womens Network.

Ali Bora bulan graduated from Bosphorus University, Department of Mechanical


Engineering in 1998 and received his MBA in 2000 and masters degree in Industrial
Engineering in 2002 from University of Texas.
Mr. bulan began his professional career at Yeim Tekstil and worked at various
managerial positions assuming responsibilities in internal audit, international
projects and production between 2002 and 2010. He served as Egypt Country
Director at Yeim Tekstil before joining TAV.

Ali Bora bulan


General Manager
TAV Operations Services

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TAV 2014 ANNUAL REPORT

Ali Bora bulan joined TAV Airports in 2010 and he is acting as the General
Manager of TAV Operation Services that handles operations regarding commercial
area allocation, leasing of advertisement and promotion areas of 14 airports, TAV
primeclass Private Passenger Lounge Operations, TAV Tourism Travel Agency,
TAVPort.com online travel website, TAV Passport loyalty card program. Mr. bulan
is responsible for managing the companies of TAV Operation Services in Turkey,
Georgia, Tunisia, Macedonia, Latvia, Saudi Arabia, and Germany.

Ali Murat en graduated from Kabatas High School and started his professional
career at Setur Tourism Agency, as a part of Ko Holding and took part in various
projects in the retail industry. He has a degree in Business Administration from
Istanbul University and a masters degree in Human Resources from Istanbul
University. He joined TAV Airports Holding in 2000 where he was involved in
various positions in the operation of AT Tourism Management. He became Human
Resources Specialist in 2004, HR Senior Supervisor in 2006, HR Assistant Manager
in 2009 and HR Manager in 2012. In 2014, he became TAV Holding Human Resources
Coordinator. He leads Human Resources processes performed by TAV, in domestic
and international operations.

Ali Murat en
TAV Holding Human Resources
Coordinator

Bar Mstecaplolu was appointed TAV Akademi Eitim ve Danmanlk Hizmetleri


A.. (TAV Academy) Coordinator and TAV Aviation Minds General Manager as of July
2013. Mr. Mstecaplolu joined TAV Airports Holding in 2010 as Human Resources
Deputy Manager and was promoted to TAV Airports Holding Human Resources
Manager (New Projects) as of January 2012. Mr. Mstecaplolu graduated from
Boazii University, Department of Civil Engineering. Beginning his professional
career as Management Trainee in the Human Resources Department of Yap
Kredi Bank in 1999, Bar Mstecaplolu served as Human Resources Specialist
at ukurova Media Group from 2006 to 2007, and as Human Resources Deputy
Manager at Arkas Holding between 2007 and 2010. Professionally involved in
literature for more than 15 years, Mr. Mstecaplolu is the author of 10 novels
published in eight languages.

Bar Mstecaplolu
Coordinator, TAV Academy
General Manager, TAV Aviation Minds

Binnur Gleryz Onaran


General Manager, TAV IT CIO
TAV Airports

Binnur Gleryz Onaran joined the TAV family in 2006 as the Deputy General
Manager of the System Support and Application Department at TAV Information
Technologies. She was promoted to General Manager of TAV Information
Technologies in 2010. Currently managing IT operations at 23 airports and 20
different companies in Turkey, Europe, Asia, Africa and the Middle East, Ms. Onaran
is also the CIO of TAV Airports Holding and responsible for TAV Groups strategic
IT management. Binnur Gleryz Onaran completed her post-graduate studies in
Computer Program/Analyst Program at Conestoga College, Canada then she started
her career in 1993 as a training manager at CDI College, Canada. In 1995, she
worked in various managerial positions at Mercedes-Benz Turkey. After completing
the Executive Training Program at Daimler-Chrysler University, she was appointed
to Mercedes-Benz Turkey Organization & Information Technologies Senior Manager,
then she worked as the Information Technologies Director at TUVTURK.

123

Senior Management
Cengiz Akl, after graduating from Erzurum Kazm Karabekir Eitim Enstits,
began working at DHM General Directorate, Department of Operations in 1975.
Between 1982-1984 he worked as DHM Elz Airfield Directorate Operations Chief,
between 1984-1994 as Malatya Airfield Director, between 1994-2006 as Adana
Airport Director in Chief, between 2006-2008 as Antalya Airport Director in Chief.
After he was appointed Isparta Airport Director in Chief in September 2008 he
retired in November. Throughout his career at DHM General Directorate, he attended
several seminars and courses about aviation in and outside Turkey. As of December
2008, he is still working as Coordinator at Gazipaa Airport for TAV Gazipaa Yatrm
Yapm letme A..

Cengiz Akl
Operation Coordinator TAV Gazipaa
Erkan Balc was appointed General Manager of TAV zmir in 2009. Mr. Balc was
appointed as the Assistant General Manager of TAV zmir in 2006 and served as
the Acting General Manager from March 2008 to January 2009. Having graduated
from the Department of Civil Engineering, Middle East Technical University in 1996,
he served as the Assistant General Manager of TAV zmir between 2006 and 2008.
Before joining TAV Airports, Mr. Balc worked as the Operations Manager at the
Antalya Airport International Terminal I, IT Project Manager at Fraport, and IT Chief at
Bayndr Antalya Airport.

Erkan Balc
General Manager TAV zmir
smet Ersan Arcan graduated from Warnborough College Oxford/England (BBA)
and Schiller University, Heidelberg/Germany from the Business Administration
Department. He began his professional career as Sales Representative at A.T.A
s.a.r.l. in Switzerland and as Sales Manager at A.R.E.X Ltd. in Luxembourg. After
joining TAV Airports Holding between 1999-2006, he started working at AT Turizm
letmecilii A.. as Operation Manager, between 2006-2007 as Deputy General
Manager. In October 2007, he started serving as General Manager at AT Turizm
letmecilii A.. He is highly fluent in English and French.

smet Ersan Arcan


General Manager
AT
A graduate of Edexcel/London University (BTEC) UK in Travel & Tourism
Management. He started his professional career in 1991 at the nar Hotel and
continued at the Parksa Hilton and Conrad in Istanbul. From 1996 - 1998 he was
Restaurant-Bar and Cafe Manager from the opening of the Four Seasons in Istanbul.
At this time he underwent broad training in the hotel business in Chicago, USA at the
Managing Successfully Program organized by Four Seasons. After that he continued
his career as Food and Beverage Manager of Ankara Sports International, part of the
Tepe-Bilintur Group. One year later he was promoted to Assistant General Manager
at Bilintur Catering Center aligned with the same holding group. In October 1999,
he was assigned as Assistant General Manager at BTA Airports Food and Beverage
Services Ltd. and became General Manager in April 2000. Continuing this role up to
July 2011, Mr. Cesur has continued as BTA President and CEO since July 2011.

Sadettin Cesur
CEO
BTA
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TAV 2014 ANNUAL REPORT

Mete Erkal
General Manager TAV Georgia

Mete Erkal was appointed General Manager of TAV Georgia in June 2010. He
graduated from Southern Illinois University, Department of Finance in 1993. Mr.
Erkal was a Management Trainee at the Blinder & Robinson Co., in St. Louis, United
States and served as the New York and Paris Routes Manager at Turkish Airlines
prior to 1995. He served as the Assistant General Manager of Sales and Services
in the privatization of Hava Yer Hizmetleri A.. (Hava Ground Handling) and in its
partnership with Swissport from 1995 until 1999, and as the Commerce Director at
elebi Hava Servisi A.. (elebi Air Services) between 1999 and 2002. Working as
the Marketing Director of ATA Holding for three years prior to joining TAV Airports,
Mete Erkal served as the Operations Coordination Manager of TAV Airports Holding
from 2008 to 2009, and as Assistant General Manager (Acting General Manager)
of TAV Georgia between September 2009 and June 2010. Mr. Erkal was appointed
General Manager of TAV Georgia in June 2010. He is also a member of the American
Marketing Association.

Nuray Demirer was appointed General Manager of TAV Esenboa in 2007. Ms.
Demirer graduated from Istanbul Technical University, Faculty of Architecture in
1988. Nuray Demirer graduated from Bilkent University with an MBA degree in 2014.
Ms. Demirer, whose career began at Atlye T Mimarlik A. as an architect in 1988,
has had much experience as Finishing Work, Technical Services and Operations
Manager in housing, hospital and administrative building construction at Eczacba
Pharmaceuticals Factory and Tepe Construction. Ms. Demirer joined TAV Group with
the construction of TAV Atatrk Airport International Terminal in 1999; afterwards,
she was Project Manager of TAV Esenboa Domestic-International Terminal
construction.

Nuray Demirer
General Manager
TAV Esenboa

eyda Nurzat Erkal, a civil engineer, graduated from Galatasaray High School in
1989 and from Istanbul Technical University in 1994. He held various positions
both in the private sector and public sector between 1994 and 2005. Joining the
aviation industry in 2005, Mr. Erkal worked as the Head of Construction and the
Real Estate Department at Turkish Airlines from 2005 until 2010 where he made
major contributions to the successful completion of many projects. He joined the TAV
family in 2010 as the General Manager of TAV G Otopark Yapm Yatrm ve letme
A.. eyda Nurzat Erkal has been serving as the General Manager of HAVA since
December 1, 2013. Seyda Nurzat Erkal is fluent in English and French.

. Nurzat Erkal
General Manager
HAVA

125

Senior Management

Sofiene Abdessalem
General Manager
Medinah International Airport

Turgay ahan
General Manager
TAV Security

Zoran Krstevski
General Manager
TAV Macedonia

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TAV 2014 ANNUAL REPORT

Sofiene Abdessalem graduated from Tunisia Aviation Academy in 1992 and received
his masters degree in Airport Management in 1994 from Ecole Nationale de
lAviation Civile (France). He began his career in 1995 with the Tunisian Civil Aviation
and Airports Authority (OACA) as the Director of the Tozeur International Airport
(Tunisia). In 1997, he served as the Director of the Monastir International Airport
(Tunisia) and undertook responsibilities in Tunisias airport privatization program
and the transfer of the airport from public to private sector. In 2008, Mr. Abdessalem
joined TAV Tunisia as Deputy General Manager and participated in the construction
and operational readiness and transition of the new Enfidha Airport. In 2011, Mr.
Abdessalem was promoted as General Manager of Tunisia Enfidha International
Airport. Since November 2011, Mr. Abdessalem has been Managing Director of
TIBAH Airports Operations, managing Medinah International Airports transfer,
operation and development under the first public private partnership project in KSA.

Turgay ahan graduated from the Police Academy in 1989 and between 1989-1990
he attended the Professional Integration Program at the British Police Department
and between 1999-2000 he attended Ankara Universitys European Union Basic
Training Program. Between 1990-2006, Mr. ahan worked in different units in zmir,
Tunceli, and Ankara Police Departments and moreover he carried out tasks in Haiti,
Bosnia, Kosovo, United Nations Peacekeeping Force and Belgium ECAC work teams.
Between 1996-2006, Mr. ahan worked as Airports Security Branch Manager at
Security General Directorate of National Police Protection Department and also
as the Chair of Training, Inspection and Investigation Experts Committee (EADUK.
In 2006, Mr. ahan began working as Esenboa Airport Security Manager for TAV
Security. Between 2007-2010, he worked as Esenboa Airport Private Security
Coordinator. Between January 2010-April 2011 he worked as the Deputy Manager.
In April 2011, he was appointed as the General Manager of TAV Private Security
Services. In addition to the task he has carried out within TAV, he continues to be ACI
Europa Security member representing TAV Airports in ACI Europa.

Zoran Krstevski graduated from the University of St. Cyril & Methodius, Faculty
of Law in 1985 and worked as an Aviation Law Senior Specialist between 1986
and 1990. Serving as the Vice President and Assistant General Director of JSC
Makpetrol from 1996 until 2000, he was the General Director of PEAS Airport
Services for three years. Serving as the Deputy Prime Minister for European Affairs
from 2000 until 2002, Zoran Krstevski was a Member of Parliament of the Republic
of Macedonia between 2002 and 2006. He worked as the General Director of JSC
Airports Macedonia between 2006 and 2008, where he was also a member of
the ACI Policy Committee. He served as the General Director of the Civil Aviation
Agency of the Republic of Macedonia from 2008 to 2010 before joining TAV Airports.
During his tenure he was a member of the Provisional Council of the Eurocontrol
Management Board, member of the Enlarged Committee, member of ECAC, and
EASA Management Board Observer.

Financial Benefits Provided to the


Members of the Board of Directors
and Senior Management
Limits of Authority of Members of the Board of Directors
The Chair and the members of the Board of Directors have the powers and duties stipulated
in the related articles of the Turkish Commercial Code and articles 17 and 18 of the
Companys Articles of Association.
Financial Benefits Provided to the Members of the Board of Directors and Senior
Management and Other Various Expenses
( million)
Short-term Benefits (salaries and bonuses)

2013

2014

15

15

Travel and Transportation Expenses

Representation Expenses

As of 2014 and 2013, the Group does not have any payable balances to the directors and
senior management.
Information Regarding Expenses for Donation and Aid and for Social Responsibility
Projects
No donations or charitable contributions were made during 2014.
Related Party Transactions
The total amount of transactions between our Company and AT whose 50% shares are
owned by our Company, and TAV Construction surpassed 10% of 2013 consolidated revenues,
as of 31 December 2014. Detailed information about these transactions is explained in our
consolidated financials footnotes (Note 10). Note that TAV adopted the IFRS 11 Joint Venture
standard starting from 1 January 2012.

127

Operating Principles of the


Committees
Assessment of the Board of Directors
Regarding Committees
The committees shall meet prior to each
meeting of the Board of Directors whose
agenda incorporates a decision concerning
matters that are of relevance to them.
The committees shall meet at least one
day prior to the meeting of the Board of
Directors, barring an urgency or material
impediment. The chair of each committee,
or, in case the chair is unavailable, one of
the committee members who is designated
for that purpose, shall report on the
committees work to the meeting of the
Board of Directors that is held following the
committees meeting; the reporting shall
comprise a summary of the committees
proceedings and transactions.
The Audit Committee, which is responsible
for taking any and all necessary measures
to ensure that all internal and independent
audits are carried out adequately and
transparently.
The Audit Committee convened at least four
times during the year, at least once every
three months, and reported its resolutions
to the Board of Directors while recording the
resolutions in the minutes book.
The Committee assists the Board of
Directors in assessing the accuracy and
integrity of the Companys standalone and
consolidated accounts. In addition, the
Committee advises the Board of Directors
with respect to the reliability and quality

128

TAV 2014 ANNUAL REPORT

of the information obtained. Executing its


duties under the mandate of the Board of
Directors, the Audit Committee does not
have the authority to make decisions on its
own.
i. Accounts:
Evaluated the validity and consistency of
the accounting methods used to prepare
the accounts, with a special emphasis on
the scope and methods of consolidation;
Ensured that the extraordinary operations
or business activities that have a material
impact on the Group are implemented in
accordance with the accounts;
Reviewed the standalone and
consolidated accounts along with the
notes to the accounts and management
reports while creating the semi-annual
and annual accounts prior to their
submission to the Board of Directors;
Assessed the financial standing of
subsidiaries and affiliates once a year.
ii. Control, Internal Audit, Independent Audit
Company:
Verified the implementation of all
mandatory internal procedures to collect
and inspect information in order to ensure
integrity;
Assessed the internal control system;
Reviewed the Audit Departments work
plan and its results and recommendations
as well as the actions and outcomes that
resulted from these efforts;
Supervised the effectiveness of internal
control systems;

Made recommendations to the Board of


Directors related to the selection of the
Independent Audit Company that will be
systematically invited to participate in the
tender as well as on its compensation.
To this end, the Board of Directors has
overseen the offer and selection process
of the Independent Audit company
(pursuant to the applicable provisions of
the related legislation) and ensured that
the best offer for the Independent Auditor
role was submitted for the approval of
the General Assembly in circumstances
where such approval is required by the
relevant laws, rules and regulations;
Verified the quality and independence of
the work performed by the Independent
Audit Company, including the annual
review of the tasks performed, along with
the certification of the balance sheet;
Reviewed the work plan of the
Independent Audit Company as well as the
findings and recommendations;
Set forth the methods and criteria to
be used in examining and resolving
the complaints communicated to the
Company relating to the Companys
accounting and internal control system
and its independent audit; and in
evaluating the information submitted
by the Companys employees pertaining
to the Companys accounting and
independent audit adhering to the
principle of confidentiality.

The Audit Committee reported in writing


its assessments on the integrity, accuracy
and compliance with the accounting
principles of the Companys publicly
disclosed annual and quarterly financial
statements to the Board of Directors
along with its own recommendations after
soliciting the opinions of the Companys
relevant executives and the independent
auditors.
iii. Financial Policy:
Analyzed the budgets of the Company and
the Group;
Reviewed the financial, accounting and
overall tax policy of the Company and
the Group as well as its implementation;
particularly with respect to the
Committees debt management policy
(targets, risk scope, financial instruments)
for the Company and the Group;
Reviewed and analyzed all information
gathered within the Company including
forecasts.

129

Operating Principles of the Committees

Corporate Governance Committee


The Corporate Governance Committee
convened six times during 2014: in February,
May, August, November (twice) and
December.
Identified whether corporate governance
principles are implemented;
Identified the root causes for any noncompliance and the conflicts of interest
arising from such non-compliance;
Made recommendations to the Board
of Directors to improve corporate
governance practices;
Oversaw the activities of the Investor
Relations Department;
Made recommendations pursuant to
the related laws, rules and regulations
in Turkey as well as corporate
governance principles regarding
general compensation of the Companys
senior management and the scope of
and changes to incentive packages or
alternative forms of remuneration where
applicable;
Set forth and oversaw the approach,
principles and practices pertaining to
the performance evaluation and career
planning of the members of the Board of
Directors and the Companys executives;

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TAV 2014 ANNUAL REPORT

Recommended rules for the determination


of the fixed and variable elements as well
as the level of the compensation of the
Companys senior management, oversaw
the implementation of these rules, and
ensured that the rules are consistent
with the Companys annual performance
assessment;
Developed a proposal, to be submitted
for the approval of the shareholders
at the General Assembly meeting, for
the rules governing the overall level
of compensation to be awarded to the
members of the Board of Directors by
also taking into consideration the Board
members individual attendance records
at Board of Directors Meetings, their
committee participation, and the duties
and responsibilities they assumed. The
Corporate Governance Committee also
recommended to the Board of Directors
a policy for the reimbursement of the
expenses incurred by the members of the
Board of Directors while carrying out their
duties;
Approved the information related to the
compensation of the members of the
Board of Directors that was disclosed
to the shareholders and to the public at
large;
Oversaw compliance with Company
regulations and policies that were
designed to prevent the misuse of the
Companys trade secrets and conflicts of
interest among the Board of Directors,
executives and other employees.

Nomination Committee
The Nomination Committee convened three
times: in June, November and December.
Identified suitable candidates for open
positions on the Board of Directors and
the management team;
Undertook efforts to create a transparent
system to identify suitable candidates for
open positions on the Board of Directors
and the management team;
Assessed and trained the suitable
candidates for open positions on the
Board of Directors and the management
team;
Developed policies and strategies to
identify suitable candidates for open
positions on the Board of Directors and
the management team;
Effected the written declaration of
candidates for Independent Board
Membership stating that, as of the date of
their nomination to the Committee, they
meet the independence criteria stipulated
in the relevant regulation and in the
Companys Articles of Association;
Performed regular evaluations on
the composition and effectiveness of
the Board of Directors and reported
recommendations for potential changes to
the Board of Directors membership;
Assessed whether the nominees for
Independent Board Member positions,
including the management and
shareholders, met the independence
criteria at the election process of
independent members of the Board of
Directors and submitted conclusions to
the Board of Directors for approval;

Oversaw the public disclosure of the final


list of nominees for Independent Board
Member positions at the same time as the
announcement for the General Assembly
meeting.
Risk Assessment Committee
The Risk Assessment Committee convened
to enable reporting to Board of Directors
every two months, while considering the
Companys risk conditions.
Ensured that initiatives were carried
out for advance identification and
management of all risks that could
endanger the existence, development
and continuity of TAV Airports Holding
and Group companies and for the
implementation of necessary measures to
mitigate the risks identified;
Oversaw the functioning of Enterprise
Risk Management (ERM) and made
recommendations for its improvement;
Supported the Board of Directors
in identifying the opportunities that
can enhance the profitability and the
effectiveness of the operations of the
Company, overseeing the undertaking of
necessary actions to take advantage of
these opportunities and sharing these
with the Board of Directors in a timely
manner, evaluating major investment and
sale/divestiture decisions, and setting
the proper strategy for the Company by
prudently assessing potential risks and
opportunities;
Carried out other tasks that the
Committee is responsible for pursuant to
applicable laws, rules and regulations and
reviewed risk management systems at
least once a year.
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OLD VERSION

NEW VERSION

ARTICLE 4- OBJECTIVE AND FIELD OF ACTIVITY

ARTICLE 4- OBJECTIVE AND FIELD OF ACTIVITY

Main objective and field of activity of the Company are as


follows:

Main objective and field of activity of the Company are as


follows:

The Company undertakes projects of airports, terminals,


hangars and facilities, shopping centers, tourism
facilities, sports facilities, entertainment centers, work
places, industrial facilities, residences and mass houses,
motorways, tunnels, subways, bridges, dams, phone lines
and other engineering facilities, infrastructure facilities,
cultural and social facilities in and outside the country,
and thus it may participate in the capital and management
of companies that make construction directly or within
the framework of build- operate-transfer model or within
the scope of mixed-model or on flat for land basis. The
Company may also market, sell or lease on behalf of
participating companies and may undertake all kinds
of construction and contracting, project works and may
provide project consultancy and controllership services
related to its field of activity.

The Company undertakes projects of airports, terminals,


hangars and facilities, shopping centers, tourism
facilities, sports facilities, entertainment centers, work
places, industrial facilities, residences and mass houses,
motorways, tunnels, subways, bridges, dams, phone lines
and other engineering facilities, infrastructure facilities,
cultural and social facilities in and outside the country,
and thus it may participate in the capital and management
of companies that make construction directly or within
the framework of build- operate-transfer model or within
the scope of mixed-model or on flat for land basis. The
Company may also market, sell or lease on behalf of
participating companies and may undertake all kinds
of construction and contracting, project works and may
provide project consultancy and controllership services
related to its field of activity.

The Holding may join in joint stock or limited liability


companies or partnerships that were established or
will be established with domestic or foreign capital in
order to carry out any kind of activity as a co-founder
or partner, by investing capital in-cash or in-kind during
their establishment or capital increase and thus the aim of
the Holding is; - to plan the activities of these companies,
manage and audit them, - to take measures in order to
ensure that these companies (established by the Company
or where the Company participates in the capital) provide
maximum efficiency, - to determine required principles
for this purpose, - to establish necessary organizations to
achieve these objectives.

The Holding may join in joint stock or limited liability


companies or partnerships that were established or
will be established with domestic or foreign capital in
order to carry out any kind of activity as a co-founder
or partner, by investing capital in-cash or in-kind during
their establishment or capital increase and thus the aim of
the Holding is; - to plan the activities of these companies,
manage and audit them, - to take measures in order to
ensure that these companies (established by the Company
or where the Company participates in the capital) provide
maximum efficiency, - to determine required principles
for this purpose, - to establish necessary organizations to
achieve these objectives.

In achieving its objectives and performing its field of


activity stated above, the Holding will carry out its activities
or will have third parties carry out its activities (including
the ones in favour of the third parties) provided that it
shall fulfill its public disclosure obligations with the aim of
informing investors in compliance with the Capital Markets
Law and relevant legislation. In order to achieve its
objectives the Company may perform following activities or
may have third parties perform such activities:

In achieving its objectives and performing its field of


activity stated above, the Holding will carry out its activities
or will have third parties carry out its activities (including
the ones in favour of the third parties) provided that it
shall fulfill its public disclosure obligations with the aim of
informing investors in compliance with the Capital Markets
Law and relevant legislation. In order to achieve its
objectives the Company may perform following activities or
may have third parties perform such activities:

1. It may sign and execute privilege, investment,


construction and operation agreements.

1. It may sign and execute privilege, investment,


construction and operation agreements.

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TAV 2014 ANNUAL REPORT

2. It may buy, lease land or parcels. It may make zoning


plans, application plans, architectural projects, engineering
projects, infrastructure projects and all similar plans and
projects on them or may have third parties make such
plans and projects.

2. It may buy, lease land or parcels. It may make zoning


plans, application plans, architectural projects, engineering
projects, infrastructure projects and all similar plans and
projects on them or may have third parties make such
plans and projects.

3. It may sign long, medium, short-term loan agreements


in and outside the country and may get surety (guarantee)
credits.

3. It may sign long, medium, short-term loan agreements


in and outside the country and may get surety (guarantee)
credits.

4. Regarding its objectives and field of activity the Company


may partially or fully buy, lease from third parties/sell,
lease to third parties and utilize useful or necessary (for its
activities) intangible rights such as; local and international
permissions, licenses, patent rights, trademarks, licenses,
royalty and copy rights, brands, models, picture and trade
names, know-how, technical information. Moreover it may
assign usufruct rights and pledge rights on them without
prejudice to the provisions of the Article 4.27 of the Articles
of Association and may perform similar legal transactions.

4. Regarding its objectives and field of activity the Company


may partially or fully buy, lease from third parties/sell,
lease to third parties and utilize useful or necessary (for its
activities) intangible rights such as; local and international
permissions, licenses, patent rights, trademarks, licenses,
royalty and copy rights, brands, models, picture and trade
names, know-how, technical information. Moreover it may
assign usufruct rights and pledge rights on them without
prejudice to the provisions of the Article 4.27 of the Articles
of Association and may perform similar legal transactions.

5. It may participate in bids in and outside the country by


making agreements with local and/or foreign companies
and may make commitments on behalf of its existing or
future subsidiaries.

5. It may participate in bids in and outside the country by


making agreements with local and/or foreign companies
and may make commitments on behalf of its existing or
future subsidiaries.

6. It may create administrative and technical organizations


of the companies (that exist or that will be established)
where it participates in or where it joins in as a founding
partner.

6. It may create administrative and technical organizations


of the companies (that exist or that will be established)
where it participates in or where it joins in as a founding
partner.

7. Regarding the issues that are within the scope of its


field of activity, the Company may provide consultancy
and controllership services, may make feasibility studies,
project arrangements, technical and economic studies or
have third parties perform all such activities. It may also
enter into commercial activities with local and foreign
entities.

7. Regarding the issues that are within the scope of its


field of activity, the Company may provide consultancy
and controllership services, may make feasibility studies,
project arrangements, technical and economic studies or
have third parties perform all such activities. It may also
enter into commercial activities with local and foreign
entities.

8. On behalf of its subsidiaries; it may plan areas for mass


housing and single houses, work places, residences etc.

8. On behalf of its subsidiaries; it may plan areas for mass


housing and single houses, work places, residences etc.

9. On behalf of its subsidiaries; it may engage in wholesale


and retail purchasing and selling, transportation,
marketing, importing, exporting, trusteeship and transit
trading of the goods that are within the scope of its
objectives and field of activity. It may participate in bids,
auctions and underbiddings, may provide construction,
contracting, consultancy, investigation, project and
warehousing services and it may perform customs
transactions and procedures on condition that it does not
provide customs brokerage services. In case the subsidiary
is a Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may participate in bids
on behalf of this Build-Operate-Transfer company upon the
expiration of the agreement period and expiration of the
contract of the Build-Operate-Transfer company.

9. On behalf of its subsidiaries; it may engage in wholesale


and retail purchasing and selling, transportation,
marketing, importing, exporting, trusteeship and transit
trading of the goods that are within the scope of its
objectives and field of activity. It may participate in bids,
auctions and underbiddings, may provide construction,
contracting, consultancy, investigation, project and
warehousing services and it may perform customs
transactions and procedures on condition that it does not
provide customs brokerage services. In case the subsidiary
is a Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may participate in bids
on behalf of this Build-Operate-Transfer company upon the
expiration of the agreement period and expiration of the
contract of the Build-Operate-Transfer company.

10. In order to carry out its field of activity and to achieve


its objectives, to meet the requirements or to utilize its
own resources, the Company may buy, sell any type of
immovable and movable properties and related rights, may
sign immovable propertys sale commitment agreements,

10. In order to carry out its field of activity and to achieve


its objectives, to meet the requirements or to utilize its
own resources, the Company may buy, sell any type of
immovable and movable properties and related rights, may
sign immovable propertys sale commitment agreements,

133

Amendment of the Articles of


Association in 2014
may partially or fully lease them to third parties, lease
them from third parties, make their registrations and may
create their deed restrictions at the land registry offices.
Regarding the immovable properties (real estates) that
are registered in the name of the Company, it may perform
any type of transactions related with type classification,
parceling out, land amalgamation, land allotment at the
land registry offices. In order to carry out its activities
and achieve its objectives, the Company may dispose of
immovable properties (real estates) free of charge and may
donate them to the public institutions and organizations
and municipalities. The Company may also perform
transactions such as renunciation for road, renunciation
for green space and conveyancing. Without prejudice
to the provisions of the Article 4.27 of the Articles of
Association; The Company, due to its debts or receivables,
may create any type of mortgage and other real and
personal rights (pro and con) on the immovable properties
that are in its possession or in the possession of others,
may discharge mortgage, may create right of retention,
right of redemption, underground and surface rights, may
discharge these rights, create any type of real and personal
rights on the acquired surface rights, may sell partially or
fully the surface right within the framework of the surface
right duration, may lease the surface rights to domestic
and foreign entities. Without prejudice to the provisions of
the Article 4.27 of the Articles of Association; The Company,
in order to achieve its objectives and for the assurance
of the its debts, may create mortgage, pledge, real estate
encumbrances, commercial enterprise pledges, and
usufruct, servitude, residence rights and any type of real
or personal rights on Companys movable or immovable
properties and may accept the aforementioned rights
created on its receivables from third parties or on the
movable and immovable properties of third parties. It may
accept surety bonds, may receive personal guarantee and
guarantee in-kind for all its rights and receivables. Without
prejudice to the provisions of the Article 4.27 of the Articles
of Association; The Company may give personal guarantee
and guarantee in-kind for its liabilities and debts. It may
hypothecate its immovable properties and may pledge its
movable properties for the debts of third parties, may give
guaranty and surety in the favor of third parties, may sign
guaranty and suretyship agreements. For the assurance of
Companys debts and receivables, in accordance with the
provisions of the Civil Code and without prejudice to the
provisions of the Article 4.27 of the Articles of Association;
It may perform any type of borrowing and asset disposal
transactions regarding real rights and intangible rights.
With or without encumbrance, the Company may
dispose of any of its immovable properties (real estate
properties), and if necessary may perform conveyancing
(alienation) transactions on these issues,it may accept the
conveyancing (alienation) transactions, may create and
accept deed restrictions, and may execute and conclude
other title deed transactions.

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TAV 2014 ANNUAL REPORT

may partially or fully lease them to third parties, lease


them from third parties, make their registrations and may
create their deed restrictions at the land registry offices.
Regarding the immovable properties (real estates) that
are registered in the name of the Company, it may perform
any type of transactions related with type classification,
parceling out, land amalgamation, land allotment at the
land registry offices. In order to carry out its activities
and achieve its objectives, the Company may dispose of
immovable properties (real estates) free of charge and may
donate them to the public institutions and organizations
and municipalities. The Company may also perform
transactions such as renunciation for road, renunciation
for green space and conveyancing. Without prejudice
to the provisions of the Article 4.27 of the Articles of
Association; The Company, due to its debts or receivables,
may create any type of mortgage and other real and
personal rights (pro and con) on the immovable properties
that are in its possession or in the possession of others,
may discharge mortgage, may create right of retention,
right of redemption, underground and surface rights, may
discharge these rights, create any type of real and personal
rights on the acquired surface rights, may sell partially or
fully the surface right within the framework of the surface
right duration, may lease the surface rights to domestic
and foreign entities. Without prejudice to the provisions of
the Article 4.27 of the Articles of Association; The Company,
in order to achieve its objectives and for the assurance
of the its debts, may create mortgage, pledge, real estate
encumbrances, commercial enterprise pledges, and
usufruct, servitude, residence rights and any type of real
or personal rights on Companys movable or immovable
properties and may accept the aforementioned rights
created on its receivables from third parties or on the
movable and immovable properties of third parties. It may
accept surety bonds, may receive personal guarantee and
guarantee in-kind for all its rights and receivables. Without
prejudice to the provisions of the Article 4.27 of the Articles
of Association; The Company may give personal guarantee
and guarantee in-kind for its liabilities and debts. It may
hypothecate its immovable properties and may pledge its
movable properties for the debts of third parties, may give
guaranty and surety in the favor of third parties, may sign
guaranty and suretyship agreements. For the assurance of
Companys debts and receivables, in accordance with the
provisions of the Civil Code and without prejudice to the
provisions of the Article 4.27 of the Articles of Association;
It may perform any type of borrowing and asset disposal
transactions regarding real rights and intangible rights.
With or without encumbrance, the Company may
dispose of any of its immovable properties (real estate
properties), and if necessary may perform conveyancing
(alienation) transactions on these issues,it may accept the
conveyancing (alienation) transactions, may create and
accept deed restrictions, and may execute and conclude
other title deed transactions.

11. Keeping track of partition lawsuits at courts, it may


participate in bids for potential real estates at certain
locations and may submit an offer.

11.Keeping track of partition lawsuits at courts, it may


participate in bids for potential real estates at certain
locations and may submit an offer

12. By getting in touch with the Treasury and


municipalities, it may directly purchase lands and parcels
that are suitable for mass housing, for trade and industrial
areas, or for operating purposes.

12. By getting in touch with the Treasury and


municipalities, it may directly purchase lands and parcels
that are suitable for mass housing, for trade and industrial
areas, or for operating purposes.

13. After opening mass zoning areas or finding and


purchasing potential zoning parcels/areas, it may sell
them as parcels, lands or as independent /single areas
that are constructed or to be constructed.

13. After opening mass zoning areas or finding and


purchasing potential zoning parcels/areas, it may sell
them as parcels, lands or as independent /single areas
that are constructed or to be constructed.

14. On behalf of its subsidiaries; By making construction


on the lands that will be produced by the Real Estate
Investment Trusts, it may act as an intermediary in
the sale of these dwellings. In case the subsidiary is a
Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may perform mentioned
transactions on behalf of this Build-Operate-Transfer
company upon the expiration of the agreement period and
expiration of the contract of the Build-Operate-Transfer
company.

14. On behalf of its subsidiaries; By making construction


on the lands that will be produced by the Real Estate
Investment Trusts, it may act as an intermediary in
the sale of these dwellings. In case the subsidiary is a
Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may perform mentioned
transactions on behalf of this Build-Operate-Transfer
company upon the expiration of the agreement period and
expiration of the contract of the Build-Operate-Transfer
company.

15. It may act as an intermediary on issues regarding


project control and consultancy services, bidding and
execution of construction contracts that will made by the
landowners on flat for land basis.

15. It may act as an intermediary on issues regarding


project control and consultancy services, bidding and
execution of construction contracts that will made by the
landowners on flat for land basis.

16. On behalf of its subsidiaries; It may purchase real


estates, divide into parcels and sell. In case the subsidiary
is a Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may perform mentioned
transactions on behalf of this Build-Operate-Transfer
company upon the expiration of the agreement period and
expiration of the contract of the Build-Operate-Transfer
company.

16. On behalf of its subsidiaries; It may purchase real


estates, divide into parcels and sell. In case the subsidiary
is a Build-Operate-Transfer company that is bound with an
ongoing agreement, the Company may perform mentioned
transactions on behalf of this Build-Operate-Transfer
company upon the expiration of the agreement period and
expiration of the contract of the Build-Operate-Transfer
company.

17. On behalf of its subsidiaries; it may engage in buying


and selling, zoning and constracting, leasing of dwellings,
work places, public buildings, industrial, tourism, health,
educational, sports and cultural facilities, lands and other
real estates and without prejudice to the provisions of the
Article 4.27 of the Articles of Association the Company
may make in-kind and personal savings on them. In
case the subsidiary is a Build-Operate-Transfer company
that is bound with an ongoing agreement, the Company
may perform mentioned transactions on behalf of this
Build-Operate-Transfer company upon the expiration of
the agreement period and expiration of the contract of the
Build-Operate-Transfer company.

17. On behalf of its subsidiaries; it may engage in buying


and selling, zoning and constracting, leasing of dwellings,
work places, public buildings, industrial, tourism, health,
educational, sports and cultural facilities, lands and other
real estates and without prejudice to the provisions of the
Article 4.27 of the Articles of Association the Company
may make in-kind and personal savings on them. In
case the subsidiary is a Build-Operate-Transfer company
that is bound with an ongoing agreement, the Company
may perform mentioned transactions on behalf of this
Build-Operate-Transfer company upon the expiration of
the agreement period and expiration of the contract of the
Build-Operate-Transfer company.

18. It may fully or partially buy, commit to buy the


independent parts of the easements that were arranged
and registered at the land registry offices in accordance
with the Property Ownership Law N. 634. It may create
servitude and property ownership on its real estates
(immovable properties).

18. It may fully or partially buy, commit to buy the


independent parts of the easements that were arranged
and registered at the land registry offices in accordance
with the Property Ownership Law N. 634. It may create
servitude and property ownership on its real estates
(immovable properties).

19. It may prepare and implement zoning plans for the


lands without zoning plans, may perform actual mapping,
parceling out (allotment) and amalgamation transactions,
all kind of cadastral works. Moreover it may prepare

19. It may prepare and implement zoning plans for the


lands without zoning plans, may perform actual mapping,
parceling out (allotment) and amalgamation transactions,
all kind of cadastral works. Moreover it may prepare

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Amendment of the Articles of


Association in 2014
land registration projects, may carry out all geodetic and
photogrammetric cartographic works.

land registration projects, may carry out all geodetic and


photogrammetric cartographic works.

20. It may buy and sell, transfer, lease to third parties and
lease from third parties any type of aircrafts, watercrafts,
land vehicles necessary for the Company affairs and
without prejudice to the provisions of the Article 4.27
of the Articles of Association, it may make in-kind and
personal savings on them and may sign financial leasing
agreements.

20. It may buy and sell, transfer, lease to third parties and
lease from third parties any type of aircrafts, watercrafts,
land vehicles necessary for the Company affairs and
without prejudice to the provisions of the Article 4.27
of the Articles of Association, it may make in-kind and
personal savings on them and may sign financial leasing
agreements.

21. In order to achieve its objectives, the Company


may purchase, sell, lease, import all type of necessary
equipment and facilities and may sign financial leasing
agreements.

21. In order to achieve its objectives, the Company


may purchase, sell, lease, import all type of necessary
equipment and facilities and may sign financial leasing
agreements.

22. It may provide the airports, hotels, motels, residences,


and all kind of commercial facilities, social, sports and
cultural facilities, recreational facilities (it builds and
operates) with all necessary services and management,
maintenance, repair, operating services or may have
third parties provide such services. It may provide ground
services for airports, catering services for planes, and it
may also provide cargo and parking lot services or may
have its subsidiaries provide all such services.

22. It may provide the airports, hotels, motels, residences,


and all kind of commercial facilities, social, sports and
cultural facilities, recreational facilities (it builds and
operates) with all necessary services and management,
maintenance, repair, operating services or may have
third parties provide such services. It may provide ground
services for airports, catering services for planes, and it
may also provide cargo and parking lot services or may
have its subsidiaries provide all such services.

23. Provided that the Company complies with the


Capital Markets Law on prohibition of the concealed
gain distribution, it may establish new companies, may
become partner of already established companies or
may purchase the shares of these companies in and
outside the country regarding its field of activity or other
fields. It may buy/sell its shares and exchange them with
other shares provided that such transaction is not an
investment service or activity stipulated in the 37th Article
of the Capital Markets Law N.6362. The Company may also
create pledge on shares or may acquire shares as pledge
without prejudice to the provisions of the Article 4.27 of
the Articles of Association. It may establish partnerships
with local and foreign natural/juridical persons, and may
join in already established partnerships and existing
enterprises, may establish mergers with them or may take
them over. Moreover, it may buy, sell, exchange the shares,
bonds and other securities of these enterprises provided
that such transaction is not an investment service or
activity stipulated in the 37th Article of the Capital Markets
Law N.6362. The Company may put up these shares as
collateral and pledge without prejudice to the provisions of
the Article 4.27 of the Articles of Association. It may open
branches, liaison offices, agencies, dealers, representative
offices in and outside the country.

23. Provided that the Company complies with the


Capital Markets Law on prohibition of the concealed
gain distribution, it may establish new companies, may
become partner of already established companies or
may purchase the shares of these companies in and
outside the country regarding its field of activity or other
fields. It may buy/sell its shares and exchange them with
other shares provided that such transaction is not an
investment service or activity stipulated in the 37th Article
of the Capital Markets Law N.6362. The Company may also
create pledge on shares or may acquire shares as pledge
without prejudice to the provisions of the Article 4.27 of
the Articles of Association. It may establish partnerships
with local and foreign natural/juridical persons, and may
join in already established partnerships and existing
enterprises, may establish mergers with them or may take
them over. Moreover, it may buy, sell, exchange the shares,
bonds and other securities of these enterprises provided
that such transaction is not an investment service or
activity stipulated in the 37th Article of the Capital Markets
Law N.6362. The Company may put up these shares as
collateral and pledge without prejudice to the provisions of
the Article 4.27 of the Articles of Association. It may open
branches, liaison offices, agencies, dealers, representative
offices in and outside the country.

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TAV 2014 ANNUAL REPORT

24. Regarding its field of activity, it may establish R&D


center within the Company structure.

24. Regarding its field of activity, it may establish R&D


center within the Company structure.

25. It may perform all commercial activities and


transactions required within the scope of the objectives
and field of activity of the Company. Provided that all these
transactions are within the framework of the Companys
aforementioned business objectives and field of activity,
it may acquire all rights and assume debts in order to
actualize all its objectives and field of activity.

25. It may perform all commercial activities and


transactions required within the scope of the objectives
and field of activity of the Company. Provided that all these
transactions are within the framework of the Companys
aforementioned business objectives and field of activity,
it may acquire all rights and assume debts in order to
actualize all its objectives and field of activity.

26. As per the provisions of the Capital Markets Law and


relevant legislation and the Turkish Code of Commerce
and with the permission of the Capital Markets Board,
the Company may issue all type of securities and/or
other capital market instruments that are allowed by
the legislation in and outside the country, and may offer
these capital market instruments (issued by itself) to the
public. The terms and conditions regarding the issuance
of these securities and/or capital market instruments, are
determined by the Board of Directors.

26. As per the provisions of the Capital Markets Law and


relevant legislation and the Turkish Code of Commerce
and with the permission of the Capital Markets Board,
the Company may issue all type of securities and/or
other capital market instruments that are allowed by
the legislation in and outside the country, and may offer
these capital market instruments (issued by itself) to the
public. The terms and conditions regarding the issuance
of these securities and/or capital market instruments, are
determined by the Board of Directors.

27. On the issues of giving guarantees, surety, collateral


or creating pledge right including mortgage on behalf of
the Company itself and in the favor of third parties, the
principles stipulated within the framework of the Capital
Markets Legislation are applicable.

27. On the issues of giving guarantees, surety, collateral


or creating pledge right including mortgage on behalf of
the Company itself and in the favor of third parties, the
principles stipulated within the framework of the Capital
Markets Legislation are applicable.

28. Regarding the Companys business, transactions and


activities, the provisions of the Capital Markets Law on
the prohibition of the concealed gain distribution are
reserved.

28. Regarding the Companys business, transactions and


activities, the provisions of the Capital Markets Law on
the prohibition of the concealed gain distribution are
reserved.
29. The Company may make donations in accordance
with the provisions of the Capital Markets Law and
relevant legislation. The upper limit of the donations that
will be made is determined by the General Assembly.
The amount of the donations that were made by the
Company within the related account period is added to the
distributable profit base. Pursuant to the Legislation, it
is mandatory that the donations and payments that were
made within the related account period are presented to
the information of the shareholders during the ordinary
General Assembly and publicly disclosed within the
framework of the Capital Markets Board regulations on
the disclosure of material matters. The Company cannot
make donations with the amounts exceeding the upper
limit determined by the General Assembly. Donations must
not be contrary to the regulations of the Capital Markets
Law regarding Distribution of Concealed Gain and must
be made in a manner that will not hamper the Companys
objectives and field of activity. In case an amendment is
made to the Companys objectives and field of activity,
required permissions must be obtained from the Ministry
of Customs and Trade and Capital Markets Board.

137

Dividend Policy
In accordance with the Communique numbered II-19.1 of the Capital Markets Board, our
Companys Dividend Policy to be determined as follows: Our Company determines the
resolutions for distribution of profit by considering the Turkish Commercial Code, Capital
Market Legislation, Capital Markets Board Regulations and Decisions, Tax Laws, the
provisions of the other relevant legislations and Articles of association of our Company.
Accordingly, 50% of the consolidated net profit for the relevant period calculated by
considering the period financial statements that have been prepared under the Capital
Market legislation and in conformity with the International Financial Reporting Standards
(IFRS), will be distributed in cash or as gratis shares which will be issued by means of adding
such amount to the share capital subject to the resolution to be rendered by the general
assembly of shareholders of our company. Sustainability of this dividend policy is one of the
basic purposes of our Company, except for such special cases necessitated by investments
and any other fund requirements that may be required for the long term development of the
Company, its subsidiaries and affiliates and any extraordinary developments in economic
conditions.
Dividend proposal for 2014 earnings:
It is unanimously resolved that this resolution to be submitted for the approval of our
shareholders in the Ordinary General Assembly Meeting of our Company for the year 2014:
1. Our Companys net profit of the fiscal year 2014 according to the independently
audited consolidated financial tables prepared in accordance with Capital Market Board
Communiqu About Financial Reporting in Capital Markets Serial: II No: 14.1 is TL
634,228,000 and according to the clauses of the Turkish Commercial Code and Tax Procedure
Law is TL 498,885,554,
2. Consolidated after tax Profit of TL 634,228,000 as set forth in the consolidated financial
statements will be the base for distribution of profit pursuant to the Capital Market Board
Dividend Communiqu (II-19.1),
3. As it is obligatory to set aside first legal reserves until the reserve amount reaches 20% of
the paid in capital in accordance with Article 519 of Turkish Commercial Code, it is decided to
reserve TL 24,944,278 as first legal reserves for 2014,
4. It is determined that TL 609,283,722 for the year 2014 according to the consolidated
financial statements, shall be the base for first dividend.
5. It is decided to distribute TL 306,052,855 in accordance with Capital Market Board
Dividend Communiqu (II-19.1) as cash first dividend.
a. TL 306,052,855, which is the total cash dividend amount to be distributed shall be covered
by current period net profit.
b. Accordingly TL 0.8425 (84.25%) gross cash dividend per share having nominal value of TL
1 and total gross cash dividend distribution amount TL 306,052,855 will be submitted to the
approval of our shareholders in the Ordinary General Assembly Meeting of our Company.
6. It is decided to reserve the remaining amount after deducting the dividend to be distributed
in accordance with the Capital Markets Law and Turkish Commercial Law as extraordinary
reserve.
7. The distribution of dividend described above will commence on May 5, 2015.

138

TAV 2014 ANNUAL REPORT

Subsidiary Report
The Subsidiary Company Report of the TAV Airports Board of Directors for 2014 Prepared
Pursuant to Article 199 of the Turkish Commercial Code
Pursuant to Article 199 of the Turkish Commercial Code, Law No. 6102, that became effective
on July 1, 2013, TAV Airports Board of Directors is obligated to issue a report within the first
three months of the fiscal year regarding the Companys relationships with its controlling
shareholder and the subsidiaries of its controlling shareholder during the previous
fiscal year, and to include the conclusion section of this report in the annual report. The
transactions TAV Airports executed with its affiliated parties are presented in note 39 of the
financial report. The report issued by the Board of Directors states: It was concluded that in
each and every transaction TAV Airports executed with its controlling shareholders and the
subsidiaries of its controlling shareholders in 2014, based on the situation and conditions
known to us at the time the transaction was executed or the measure was taken or the
measure was refrained from being taken, the Company had a commensurate gain in return
and there was no measure taken or refrained from being taken that will lead to losses for
the Company and, within this framework, there are no transactions or measures that require
compensation.

139

Auditors Report

Independent auditors report to the shareholders of


TAV Havalimanlar Holding Anonim irketi
To the Shareholders of TAV Havalimanlar Holding Anonim irketi
We have audited the accompanying financial statements of TAV Havalimanlar Holding Anonim irketi (the Company) and its subsidiaries (altogether will
be referred to as Group), which comprise the consolidated statement of financial position as at 31 December 2014 and the consolidated statements of
income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other
explanatory notes.
Managements responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International
Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2014,
and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.
Other Matter
The consolidated financial statements of the Group, prepared in accordance with International Financial Reporting Standards, as of 31 December 2013
were audited by another audit firm whose independent auditors report thereon dated February 18, 2014 expressed an unqualified qualified opinion.
Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik Anonim irketi
A member firm of Ernst & Young Global Limited

Seda Akku Tecer


Partner
February 19, 2015
stanbul, Turkey

140

TAV 2014 ANNUAL REPORT

Statement of Responsibility
STATEMENT OF RESPONSIBILITY PREPARED PURSUANT TO ARTICLE 9 OF THE
COMMUNIQU ON THE PRINCIPLES OF FINANCIAL REPORTING IN CAPITAL MARKETS NO.
II-14.1 OF THE CAPITAL MARKETS BOARD
RESOLUTION DATE: 19/02/2015 RESOLUTION NO: 4 OF THE BOARD OF DIRECTORS
REGARDING THE APPROVAL OF FINANCIAL STATEMENTS AND ANNUAL REPORTS
In accordance with the regulations of the Capital Markets Board and in light of the Statement
of Financial Position with footnotes, Comprehensive Income Statement, Cash Flow Statement,
Statement of Changes in Equity, and interim Annual Report (Financial Statements) for
the period between January 1, 2014 and December 31, 2014 prepared by the Company
in compliance with the formats established by Turkish Accounting Standards/Turkish
Financial Reporting Standards (TAS/TFRS) and the Capital Markets Board pursuant to the
Communiqu on the Principles of Financial Reporting in Capital Markets (Communiqu)
No. II-14.1 of the Capital Markets Board and audited within limited scope by the independent
audit firm Akis Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik A..;
-We hereby declare that:
-Based on the information we possess within the scope of our duties and responsibilities in
the Company, the consolidated financial statements do not contain any incorrect statement
or any omission of material facts that may result in misleading conclusion as of the date of
issuance,
-Prepared in accordance with the financial reporting standards in effect, the financial
statements provide an accurate view of the assets, liabilities, financial position and profit or
loss of the Company including its consolidated participations, and the annual report provides
an accurate view of the development and performance of the business and the financial
position of the Company including its consolidated participations as well as the principal risks
and uncertainties the Company is exposed to.
Respectfully yours,

Audit Committee Chair


Necmi Rza BOZANTI

Audit Committee Member


Tayfun BAYAZIT

Financial Affairs
DENZ AYDIN

141

Statement of Independence
To TAV Havalimanlar Holding A.. Board of Directors:
I do declare that I am a candidate for assuming the role of an Independent Member on the Board
of Directors of TAV Havalimanlar Holding (Company), within the scope of the criteria stipulated in
the legislations, the Articles of Association and the Capital Markets Boards Corporate Governance
Communiqu, and within this scope;
a) Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons
controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting
rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important
duties and responsibilities or have not been a member of the Board of Directors or been a shareholder
(more than 5%) particularly in the companies that provide auditing, rating and consulting services for
the Company (including tax audit, legal audit, internal audit), and in the companies that the Company
purchase products and services from or sells products and services to within the framework of the
agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowledge, and experience that will help me properly carry out the
tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and
organizations (except working as an academician at the university) after being elected as a member,
e) I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
f) I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company and remain neutral in conflicts of interests between
the companys shareholders, and that will help me take decisions freely by taking the rights of the
stakeholders into consideration,
g) I will be able to spare the sufficient time for the business of the Company to an extent that will help me
pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than six years in total
within the last decade,
i) I have not been an independent member of the Board of Directors in the Company or in more than
three of the companies controlled by the shareholders who control the management of the Company and
in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the juridical person elected as member of the
Board of Directors.
Respectfully yours,

D. Sevdil YILDIRIM

142

TAV 2014 ANNUAL REPORT

Necmi Rza BOZANTI

Tayfun BAYAZIT

Statement of Independence
To TAV Havalimanlar Holding A.. Board of Directors:
I do declare that I am a candidate for assuming the role of an Independent Member on the Board
of Directors of TAV Havalimanlar Holding (Company), within the scope of the criteria stipulated in
the legislations, the Articles of Association and the Capital Markets Boards Corporate Governance
Communiqu, and within this scope;
a) Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons
controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting
rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important
duties and responsibilities or have not been a member of the Board of Directors or been a shareholder
(more than 5%) particularly in the companies that provide auditing, rating and consulting services for
the Company (including tax audit, legal audit, internal audit), and in the companies that the Company
purchase products and services from or sells products and services to within the framework of the
agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowledge, and experience that will help me properly carry out the
tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and
organizations (except working as an academician at the university) after being elected as a member,
e) I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
f) I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company and remain neutral in conflicts of interests between
the companys shareholders, and that will help me take decisions freely by taking the rights of the
stakeholders into consideration,
g) I will be able to spare the sufficient time for the business of the Company to an extent that will help me
pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than six years in total
within the last decade,
i) I have not been an independent member of the Board of Directors in the Company or in more than
three of the companies controlled by the shareholders who control the management of the Company and
in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the juridical person elected as member of the
Board of Directors.
Respectfully yours,

Jrome Paul Jacques Marie CALVET


143

Operational and Financial Figures


FINANCIAL CONSOLIDATION
Consolidation Table Summary
Subsidiary Name
TAV stanbul
TAV Esenboa
TAV zmir
TAV Ege
TAV Gazipaa
TAV Macedonia
TAV Latvia
TAV Tunisia
TAV Urban Georgia (Tbilisi)
TAV Batumi
TIBAH Development
TIBAH Operation
HAVA
BTA
TAV Operation Services
TAV IT
TAV Security
HAVA Europe (NHS)
AT
TGS
BTA Marine
TAV Academy
HAVA Saudi
MZLZ
TAV Milas Bodrum
Tunisia Duty Free*

2014
Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Equity
Full Consolidation
Equity
Equity
Full Consolidation
Equity

%
100
100
100
100
100
100
100
67
76
76
33
51
100
67
100
100
100
67
50
50
50
100
67
15
100
15

2013
Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Equity
Full Consolidation
Equity
-

*Tunisia Duty Free is 30% held and proportionately consolidated to AT because AT has 65% of the voting rights.

144

TAV 2014 ANNUAL REPORT

%
100
100
100
100
100
100
100
67
76
76
33
51
100
67
100
99
100
67
50
50
50
100
67
-

Guidance and Actuals*

Istanbul Atatrk Airport Passenger Increase


Total Passenger Increase

Target

Actual

8-10%

11%

10-12%

14%

Consolidated Revenue Increase

9-11%

9%

Consolidated EBITDA Increase

12-14%

14%

Consolidated Capital Expenditures (million euro)

100-120

96

* Based on Euro financials adjusted for IFRIC 12.

Guidance for 2015***


Under current FX conditions and based on our passenger assumptions, our Companys
targets for 2015 are as follows:
Istanbul international passenger growth
Growth in total number of passengers served by TAV Airports

8-10%
6-8%

Revenue growth

10-12%

EBITDA growth

12-14%

Net profit growth


Total capex

5-10%
100-110 millon

* Guidance is as of February 19, 2015.


** All financial targets have been adjusted to reverse the effects of IFRIC 12.

145

Operational and Financial


Performance
In 2014, total TAV Airports passengers
increased 14% with 10% like-for-like
growth and 4% inorganic growth from
Zagreb and Milas Bodrum domestic
terminal. Istanbul Atatrk Airport
international passengers increased 12%
with the share of transfer passengers
dropping to 37% from 38%.
Revenue growth came in at 9%
and slightly lower than like-for-like
passenger growth due to weak duty free
performance caused by FX volatility (TL
and RUB) which however was partially
offset by one-off income from projects
followed of 15m. 48% of revenue came
from aeronautical sources while 52%
came from non-aeronautical sources.
Aviation income increased 9%, in line
with like-for-like passenger growth.
Guaranteed Passenger Revenue was
19.5 million for Ankara versus 17.5
million in 2013 whereas it was 19.0
million for zmir versus 18.5 million in
2013.
Duty Free Commissions were flat in 2014
due mostly to departures area shop
renovations, exchange rate fluctuations
and impact of weak TL on arrival sales.
Shop renovations were completed in April
2014, and revenue growth returned in
third quarter

146

TAV 2014 ANNUAL REPORT

Duty Free Spend per Passenger


decreased from 14.8 in 2013 to 13.3
in 2014 due to departures area shop
renovations, exchange rate fluctuations
and impact of weak TL on arrival sales.
Ground Handling Revenues increased
5% despite depreciation of TL and benign
winter conditions leading to lower de-icing
revenues.
Total flights served by fully consolidated
companies under HAVA increased +8%
while HAVA only flights served increased
3% and TGS flights increased 12%.
Catering and Retail Income increased 22%
due to superb growth in Cakes&Bakes and
the newly established logistics company.
Other Operating Revenue increased 17%
due to a significant increase in prime
class income against pressured car park
and bus services revenue due to weak
TL. Other operating revenue was also
positively affected by one-off income from
projects followed of 15 million.
Operating Expenses were up 5% helped
by weak TL, cost discipline and IFRIC 12
accounting policy change.
Cost of Catering Goods Sold increased
51% due to high input costs and increased
capacity of Cakes & Bakes

Cost of Services Rendered which mainly


consists of HAVA operating expenses,
Latvias concession payment and some
minor BTA and O&M costs was flat.
Personnel Costs increased 5% helped
partially by weak TL despite a 6% increase
in average headcount.
Other Opex increased 9% predominantly
due to new operations.
EBITDAR thus increased 9% with strong
operational performance also helped by
weak TL.
Concession and Rent Expenses decreased
5% in 2014 mainly due to accounting
policy changes in zmir and Bodrum.
EBITDA was up 14% and showed margin
expansion, due to strong operating
leverage, HAVA turnaround, favorable
exchange rate conditions, lower
concession and rent expenses and one off
income from projects followed (15m).
Depreciaton and Amortization expenses
increased 9%.
EBIT increased 15% due to strong
operating leverage, HAVA turnaround,
favorable exchange rate conditions, lower
concession and rent expenses and one off
income from projects followed (15m).

Net Finance Costs decreased 38%.


TAV Ege finance expenses which were
capitalised during the investment period
started being expensed in second
quarter of 2014. On the other hand,
due to Ankaras and zmirs IFRIC 12
reclassification of Airport Operation
Rights to Trade Receivables, there was an
increase in finance income of 4.6 million.
There also was a 5.5 million increase in
finance expenses due to zmir (Ege) and
Milas Bodrum accounting change.
Net Finance Costs were positively affected
by FX gains thanks to weak EUR vs. USD
and active FX management policy aiming
at reducing the volatility of profit to
exchange rate fluctuations
Taxes were down 5% due to deferred tax
turning positive.
Net Profit Attributable to Equity-Holders of
the Company was up 64% and came in at
218 million.
Net Debt increased 7% mainly due to
Milas Bodrum rent pre-payment (143m)
in August and zmir domestic terminal
construction.

147

Airport Companies
TAV STANBUL
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
45.1
346.1
413.8
181.1
44
2,640

2013
51.3
386.0
442.1
210.6
48
2,724

2014
57.0
422.2
462.0
233.7
51
2,811

14/13 Change
11%
9%
5%
11%
3 ppt
3%

TAV ZMR & EGE


Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
9.4
66.4
56.5
26.8
47
623

2013
10.2
69.2
60.0
27.3
46
686

2014
10.9
74.0
65.4
39.7
61
911

14/13 Change
7%
7%
9%
45%
15 ppt
33%

TAV TUNISIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
3.3
27.4
50.6
21.7
43
748

2013
3.4
30.1
51.9
17.0
33
775

2014
3.3
26.8
51.9
13.6
26
780

14/13 Change
-3%
-11%
0%
-20%
-7 ppt
1%

TAV ESENBOA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
9.3
74.9
44.6
19.1
43
872

2013
10.9
85.1
48.1
21.4
45
921

2014
11.0
82.2
47.2
22.0
47
936

14/13 Change
10%
-3%
-2%
3%
2 ppt
2%

Adjusted for IFRIC 12 by excluding construction revenues and expenses and including
guaranteed passenger revenues in Ankara and zmir.

148

TAV 2014 ANNUAL REPORT

TAV GAZPAA
Number of Passengers (thousand)
Flights
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
79.7
578
0.5
-0.9
n.m.
19

2013
338.5
2,469
1.8
-0.1
n.m.
29

2014
726.3
5,349
3.1
0.5
16
46

14/13 Change
115%
117%
70%
n.m.
n.m.
59%

TAV GEORGIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
1.4
23.6
30.9
17.5
57
794

2013
1.6
23.5
35.3
21.6
61
806

2014
1.8
23.8
37.2
23.7
64
769

14/13 Change
9%
1%
6%
10%
3 ppt
-5%

TAV MACEDONIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
0.9
11.3
17.8
2.2
13
648

2013
1.1
12.4
18.8
5.7
30
626

2014
1.3
14.0
20.7
7.3
35
638

14/13 Change
19%
13%
10%
29%
5 ppt
2%

TAV BODRUM (Domestic)


Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
-

2013
1.7
12.7
-

2014
2.0
15.6
3.0
0.9
32
118

14/13 Change
16%
23%
n.m.
n.m.
n.m.
n.m.

TAV MEDINAH
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees

2012
4.6
36.3
16.5
3.1
19
254

2013
4.7
40.0
28.4
4.4
15
291

2014
5.7
48.5
34.3
7.0
20
340

14/13 Change
21%
21%
21%
60%
5 ppt
17%

Adjusted for IFRIC 12 by excluding construction revenues and expenses and including
guaranteed passenger revenues in Ankara and zmir.

149

Service Companies
AT

2012

2013

2014

14/13 Change

Revenue ( million)

255

277

284

2%

EBITDA ( million)

28

33

30

-10%

11

12

10

-2 ppt

Number of Employees

EBITDA Margin (%)

1,551

1,376

1,692

23%

HAVA

2012

2013

2014

14/13 Change

131

141

145

3%

Revenue ( million)
EBITDA ( million)

18

29

43

47%

EBITDA Margin (%)

14

21

29

9 ppt

Number of Employees

3,852

3,648

3,842

5%

BTA

2012

2013

2014

14/13 Change

106

116

138

19%

Revenue ( million)
EBITDA ( million)

10

11

10

-13%

EBITDA Margin (%)

10

10

-3 ppt

Number of Employees

2,086

2,255

2,587

15%

OTHER

2012

2013

2014

14/13 Change

Revenue ( million)

92

88

117

32%

EBITDA ( million)

37

37

41

11%

EBITDA Margin (%)

40

42

35

-7 ppt

831

900

1,118

24%

Number of Employees

*Adjusted for IFRIC 12 by excluding construction revenues and expenses and including guaranteed passenger revenues
in Ankara and zmir.

150

TAV 2014 ANNUAL REPORT

TAV in Figures*
2012

2013

2014

Revenue ( million)

847

904

983

EBITDA ( million)

328

381

434

Passengers (million)
Number of Employees (eop)

72

84

95

13,113

13,370

14,556

Consolidated Revenue* Growth of 9%


Consolidated revenue grew 9% and totaled 983 million in 2014.
Consolidated EBITDA* Growth of 14%
Due to operational leverage, revenue grew 9% while EBITDA was up 14% in 2014.
Passenger Traffic Growth of 14%
Passenger traffic at the airports operated by TAV Airports soared 14% over the previous year
and totaled 95 million in 2014. Like for like growth was 10%.
Increase in Number of Employees: 9%
TAV Airports operates with 14,556 employees at its 14 airports in seven countries on three
continents.
*Adjusted for IFRIC 12 by excluding construction revenues and expenses and including guaranteed passenger revenues
in Ankara and zmir.

151

TAV Havalimanlar Holding A..


and its Subsidiaries
Consolidated Financial Statements
as at and for the Year Ended
31 December 2014

19 February 2015
This report contains the Independent Auditors Report
comprising 1 page and Consolidated Financial Statements and
their explanatory notes comprising 110 pages.

Independent auditors report to the shareholders of


Tav Havalimanlar Holding Anonim irketi
To the Shareholders of Tav Havalimanlar Holding Anonim irketi
We have audited the accompanying financial statements of Tav Havalimanlar Holding Anonim irketi (the Company) and its subsidiaries
(altogether will be referred to as Group), which comprise the consolidated statement of financial position as at 31 December 2014 and the
consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory notes.
Managements responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 31
December 2014, and its financial performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards.
Other Matter
The consolidated financial statements of the Group, prepared in accordance with International Financial Reporting Standards, as of 31
December 2013 were audited by another audit firm whose independent auditors report thereon dated February,18 2014 expressed an
unqualified qualified opinion.
Gney Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik Anonim irketi
A member firm of Ernst & Young Global Limited

Seda Akku Tecer


Partner
February 19, 2015
Istanbul, Turkey

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

Notes
ASSETS
Property and equipment
Intangible assets
Airport operation right
Equity-accounted investees
Other investments
Goodwill
Prepaid concession and rent expenses
Derivative financial instruments
Trade receivables
Non-current due from related parties
Other non-current assets
Deferred tax assets
Total non-current assets
Inventories
Prepaid concession and rent expenses
Derivative financial instruments
Trade receivables
Due from related parties
Other receivables and current assets
Cash and cash equivalents
Restricted bank balances
Total current assets
TOTAL ASSETS
(*)

15
16
17
39
18
16
19
34
23

20

21
19
34
23
38
22
24
25

31 December
2014

Restated (*)
31 December
2013

179,895
17,841
1,091,532
104,083
16
135,831
15,434
9,210
107,273
2,799
1,295
73,125
1,738,334

156,867
19,748
971,524
91,995
24
136,149
22,312
65
113,388
1,654
72,207
1,585,933

10,038
109,675
5,590
109,981
25,601
198,003
57,581
391,880
908,349

7,551
129,202
1,313
81,667
14,750
66,157
97,822
381,939
780,401

2,646,683

2,366,334

See Note 2(e).

The accompanying notes form an integral part of these consolidated financial statements.
156

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

31 December
2014

Restated (*)
31 December
2013

26

162,384
220,286
85,528
(17,605)
615
40,064
(91,871)
(9,269)
338,389
728,521

162,384
220,286
78,416
(17,605)
957
40,064
(68,660)
(15,742)
193,735
593,835

39

17,173

32,431

745,694

626,266

28
29
38
34
31
30
20

1,178,148
13,116
7,717
146,342
29,285
179,604
3,316
1,557,528

1,068,344
11,676
10,289
121,506
23,923
107,290
3,886
1,346,914

24
28
33
38
34
14
30
32
31

2,319
202,448
44,144
6,213
16,309
52,377
7,421
12,230
343,461

1,610
283,405
41,192
9,046
1,018
10,391
29,410
6,232
10,850
393,154

Total Liabilities

1,900,989

1,740,068

TOTAL EQUITY AND LIABILITIES

2,646,683

2,366,334

Notes
EQUITY
Share capital
Share premium
Legal reserves
Other reserves
Revaluation surplus
Purchase of shares of entities under common control
Cash flow hedge reserve
Translation reserves
Retained earnings

Total equity attributable to equity holders of the Company


Non-controlling interests
Total Equity
LIABILITIES
Loans and borrowings
Reserve for employee severance indemnity
Due to related parties
Derivative financial instruments
Deferred income
Other payables
Deferred tax liabilities

Total non-current liabilities


Bank overdraft
Loans and borrowings
Trade payables
Due to related parties
Derivative financial instruments
Current tax liabilities
Other payables
Provisions
Deferred income

Total current liabilities

(*)

See Note 2(e).

The accompanying notes form an integral part of these consolidated financial statements.
157

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

Notes
6
7

2014
39,623
872,177

2013
210,357
815,711

8
6

72,146
(39,623)
(40,704)
(50,981)
(234,334)
(135,792)
(74,082)
(122,246)
34,648
320,832

51,940
(210,357)
(27,016)
(51,079)
(223,156)
(143,440)
(68,690)
(111,871)
33,602
276,001

43,545
(98,245)
(54,700)

32,237
(120,240)
(88,003)

266,132

187,998

(52,438)
213,694

(55,339)
132,659

(1,081)
(1,209)
216
242
(1,832)

68
(31)
(414)
6
83
(288)

Items that are or may be reclassified subsequently to profit or loss:


Effective portion of changes in fair value of cash flow hedges
Effective portion of changes in fair value of cash flow hedges from equity accounted investees
Foreign currency translation differences for foreign operations
Foreign currency translation differences for foreign operations from equity accounted investees
Tax on cash flow hedge reserves
Tax on cash flow hedge reserves from equity accounted investees
Total items that are or may be reclassified subsequently to profit or loss

(19,807)
(2,665)
3,742
2,927
(7,484)
176
(23,111)

42,466
1,012
(6,951)
(7,574)
(12,697)
(67)
16,189

Other comprehensive income for the year, net of tax

(24,943)

15,901

Total comprehensive income for the year

188,751

148,560

Profit attributable to:


Owners of the Company
Non-controlling interest
Profit for the year

218,383
(4,689)
213,694

132,894
(235)
132,659

Total comprehensive income attributable to:


Owners of the Company
Non-controlling interest
Total comprehensive income for the year

199,895
(11,144)
188,751

147,173
1,387
148,560

363,281,250

363,281,250

0.60

0.37

Construction revenue
Operating revenue
Other operating income
Construction expenditure
Cost of catering inventory sold
Cost of services rendered
Personnel expenses
Concession and rent expenses
Depreciation and amortisation expenses
Other operating expenses
Share of profit of equity-accounted investees, net of tax
Operating profit
Finance income
Finance costs
Net finance costs

9
10
12
11
39

13

Profit before tax


Tax expense
Profit for the year

14

Other comprehensive income


Items that will not be reclassified to profit or loss:
Revaluation of intangible assets
Defined benefit obligation actuarial differences
Defined benefit obligation actuarial differences from equity accounted investees
Tax on defined benefit obligation actuarial differences
Tax on defined benefit obligation actuarial differences from equity accounted investees
Total items that will not be reclassified to profit or loss

Weighted average number of shares outstanding


Basic and diluted earnings per share

27

The accompanying notes form an integral part of these consolidated financial statements.
158

TAV 2014 ANNUAL REPORT

159

14

14

220,286

162,384

220,286

162,384

220,286

162,384

Share
Premium
220,286

Share
Capital
162,384

7,112
85,528

78,416

23,672
78,416

Legal
Reserves
54,744
-

(17,605)

(17,605)

(17,605)

615

(342)
(342)
(342)

957

957

(342)
(342)
(342)

40,064

40,064

40,064

The accompanying notes form an integral part of these consolidated financial statements.

Total comprehensive income for the year


Profit for the year
Other comprehensive income
Revaluation of intangible assets
Effective portion of changes in fair value of cash flow hedges, net of tax
Defined benefit obligation actuarial differences, net of tax
Foreign currency translation differences for foreign operations
Total other comprehensive income
Total comprehensive income for the year
Transactions with owners of the Company, recognised directly in equity
Contributions by and distributions to owners of the Company
Dividend distributions
Total transactions with owners of the Company
Transfers
Balance at 31 December 2014

Balance at 1 January 2014

Balance at 1 January 2013


Total comprehensive income for the year
Profit for the year
Other comprehensive income
Revaluation of intangible assets
Effective portion of changes in fair value of cash flow hedges, net of tax
Defined benefit obligation actuarial differences, net of tax
Foreign currency translation differences for foreign operations
Total other comprehensive income
Total comprehensive income for the year
Transactions with owners of the Company, recognised directly in equity
Contributions by and distributions to owners of the Company
Decrease in capital of subsidiary
Dividend distributions
Total transactions with owners of the Company
Transfers
Balance at 31 December 2013

Note

(91,871)

(23,211)
(23,211)
(23,211)

(68,660)

(68,660)

27,043
27,043
27,043

Attributable to owners of the Company


Purchase of
Shares of Cash Flow
Other Revaluation
Entities Under
Hedge
Reserves
Surplus Common Control
Reserve
(17,605)
1,299
40,064
(95,703)

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

(9,269)

(68)
6,541
6,473
6,473

(15,742)

(15,742)

(12,534)
(12,534)
(12,534)

Translation
Reserves
(3,208)

(65,209)
(65,209)
(7,112)
338,389

410
(1,818)
(1,408)
216,975

218,383

193,735

(58,617)
(58,617)
(24,017)
193,735

410
(298)
112
133,006

132,894

Retained
Earnings
143,363

(65,209)
(65,209)
728,521

(23,211)
(1,818)
6,541
(18,488)
199,895

218,383

593,835

(58,617)
(58,617)
(345)
593,835

68
27,043
(298)
(12,534)
14,279
147,173

132,894

Total
505,624

(4,114)
(4,114)
17,173

(6,569)
(14)
128
(6,455)
(11,144)

(4,689)

32,431

149
(1,884)
(1,735)
345
32,431

3,671
(58)
(1,991)
1,622
1,387

(235)

NonControlling
Interests
32,434

(69,323)
(69,323)
745,694

(29,780)
(1,832)
6,669
(24,943)
188,751

213,694

626,266

149
(60,501)
(60,352)
626,266

68
30,714
(356)
(14,525)
15,901
148,560

132,659

Total Equity
538,058

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year
Adjustments for:
Amortisation of airport operation right
Depreciation of property and equipment
Amortisation of intangible assets
Concession and rent expenses
Provision for employee severance indemnity
Provision for doubtful receivables
Discount on receivables and payables, net
Gain on sale of property and equipment
Impairment of goodwill
Provision set for unused vacation
Interest income
Interest expense on financial liabilities
Tax expense
Unwinding of discount on concession receivable and payable
Share of profit of equity-accounted investees, net of tax
Unrealised foreign exchange differences on statement of financial
position items
Cash flows from operating activities
Change in current trade receivables
Change in non-current trade receivables
Change in inventories
Change in due from related parties
Change in restricted bank balances
Change in other receivables and current assets
Change in trade payables
Change in due to related parties
Change in other payables and provisions
Change in other long term assets
Additions to prepaid concession and rent expenses
Cash provided from operations
Income taxes paid
Interest paid
Retirement benefits paid
Dividends from equity-accounted investees
Net cash provided from operating activities

12-17
12-15
12-16
10
9-29
36

16
32
13
13
14
13
39

14
29

The accompanying notes form an integral part of these consolidated financial statements.
160

TAV 2014 ANNUAL REPORT

2014

2013

213,694

132,659

43,561
26,201
4,317
135,792
3,995
966
(8)
(1,804)
318
1,018
(10,521)
89,881
52,438
(16,973)
(34,648)

40,044
24,361
4,285
143,440
5,189
946
(35)
(801)
367
(14,580)
81,232
55,339
(17,495)
(33,602)

(1,801)
506,426
(30,123)
30,857
(2,502)
(10,851)
313,630
(121,324)
3,054
(8,205)
87,699
359
(102,797)
666,223
(55,215)
(101,563)
(4,091)
20,810
526,164

(6,964)
414,385
8,474
34,921
(569)
37,536
286,902
11,395
4,045
(6,057)
(18,707)
(1,220)
(136,433)
634,672
(37,160)
(84,761)
(4,976)
16,760
524,535

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)

Notes
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Proceeds from sale of property, equipment and intangible
assets
Acquisition of property and equipment
Additions to airport operation right
Acquisition of intangible assets
Net cash used in investing activities

15
16

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from borrowings
Repayment of borrowings
Change in restricted bank balances
Dividends paid
Change in finance lease liabilities
Net cash used in financing activities
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT 1 JANUARY
CASH AND CASH EQUIVALENTS AT 31 DECEMBER

2014

2013

9,099

11,157

7,790
(54,816)
(157,104)
(2,064)
(197,095)

2,338
(30,933)
(201,521)
(1,202)
(220,161)

257,439
(224,414)
(332,665)
(69,323)
(1,056)
(370,019)

296,045
(187,198)
(295,260)
(60,501)
686
(246,228)

(40,950)
96,212
55,262

58,146
38,066
96,212

24
24

The accompanying notes form an integral part of these consolidated financial statements.
161

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Notes to the consolidated financial statements



1
Reporting entity
2
Basis of preparation
Significant accounting policies
4
Determination of fair values
5
Operating segment
Construction revenue and expenditure
7
Operating revenue
8
Other operating income
9
Personnel expenses
10
Concession and rent expenses
11
Other operating expenses
12
Depreciation and amortisation
13
Finance income and finance costs
14
Tax expense
15
Property and equipment
16
Intangible assets
17
Airport operation right
18
Other investments
19
Prepaid concession and rent expenses
20
Deferred tax assets and liabilities
21 Inventories
22
Other receivables, current and non-current assets
23
Trade receivables
24
Cash and cash equivalents
25
Restricted bank balances
26
Capital and reserves
27
Earnings per share
28
Loans and borrowings
29
Reserve for employee severance indemnity
30
Other payables
31
Deferred income
32 Provisions
33
Trade payables
34
Derivative financial instruments
35
Operating leases
36
Financial instruments
37
Commitments, contingencies and contractual obligations
38
Related parties
39
Interests in other entities
40
Subsequent events

162

TAV 2014 ANNUAL REPORT

Page
163-170
171-173
174-193
193-194
195-198
199
199
199
200
200
201
201
202
203-206
207-208
209-211
212-213
214
214-215
215-218
219
219
219
220
221
222-224
224
225-235
235-236
236
237
237
237
238-239
239
239-249
250-256
256-259
259-265
266

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

1. REPORTING ENTITY
TAV Havalimanlar Holding A.. (TAV, TAV Holding or the Company) was established in 1997 under the name of
Tepe Akfen Vie Yatrm Yapm ve letme A.. in Turkey for the purpose of reconstructing the stanbul Atatrk Airport
(International Lines Building) and operating it for a limited period of 66 months. On 7 August 2006, the Companys name
has been changed to TAV Havalimanlar Holding A... The address of the Companys registered office is stanbul Atatrk
Havaliman D Hatlar Terminali 34149 Yeilky, stanbul, Turkey.
The Company is listed in Borsa stanbul since 23 February 2007 and the Companys shares are traded as TAVHL.
The consolidated financial statements of the Company as at and for the year ended 31 December 2014 comprise the
Company and its subsidiaries (together referred to as the Group and individually as Group entities) and the Groups
interests in joint ventures. The Companys subsidiaries as at 31 December 2014 and 2013 are as follows:

163

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31 December 2014
Ownership Voting power
interest %
held %

31 December 2013
Ownership Voting power
interest %
held %

Principal Activity

Place of
operation

TAV stanbul Terminal letmecilii A.. (TAV stanbul)

stanbul Airport
Terminal Services

Turkey

100.00

100.00

100.00

100.00

TAV Esenboa Yatrm Yapm ve letme A.. (TAV Esenboa)

Ankara Airport
Terminal Services

Turkey

100.00

100.00

100.00

100.00

TAV zmir Terminal letmecilii A.. (TAV zmir)

zmir Airport
Terminal Services

Turkey

100.00

100.00

100.00

100.00

TAV Ege Terminal Yatrm Yapm ve letme A.. (TAV Ege)

zmir Airport
Terminal Services

Turkey

100.00

100.00

100.00

100.00

TAV Milas Bodrum Terminal letmecilii A.. (TAV Milas Bodrum)

Bodrum Airport
Terminal Services

Turkey

100.00

100.00

Name of Subsidiary

TAV Tunisie SA ( TAV Tunisia)

Airport Operator

Tunisia

67.00

67.00

67.00

67.00

TAV Urban Georgia LLC (TAV Tbilisi)

Airport Operator

Georgia

76.00

76.00

76.00

76.00

Airport Management
Service Provider

Georgia

76.00

100.00

76.00

100.00

TAV Batumi Operations LLC (TAV Batumi)


Batumi Airport LLC

Airport Operator

Georgia

100.00

100.00

TAV Macedonia Dooel Petrovec (TAV Macedonia)

Airport Operator

Macedonia

100.00

100.00

100.00

100.00

TAV Gazipaa Alanya Havaliman letmecilii A.. (TAV Gazipaa)

Airport Operator

Turkey

100.00

100.00

100.00

100.00

SIA TAV Latvia (TAV Latvia)

Commercial Area
Operator

Latvia

100.00

100.00

100.00

100.00

Hava Havaalanlar Yer Hizmetleri A.. (HAVA)

Ground Handling
Services

Turkey

100.00

100.00

100.00

100.00

North Hub Services SIA (HAVA Europe)

Ground Handling

Latvia

66.67

66.67

66.67

66.67

North Hub Services Finland OY (HAVA Europe Helsinki)

Ground Handling

Finland

66.67

66.67

66.67

66.67

North Hub Services Stockholm Ab (HAVA Europe Stockholm)

Ground Handling

Sweden

66.67

66.67

66.67

66.67

HAVA Germany Gmbh (HAVA Germany)

Ground Handling

Germany

66.67

66.67

66.67

66.67

164

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Name of Subsidiary

Principal Activity

31 December 2014
Voting
Place of Ownership
power
operation interest %
held %

31 December 2013
Voting
Ownership
power
interest %
held %

Havaalanlar Yolcu Tamacl A.. (HYT zmir)

Bus Operator

Turkey

100.00

100.00

100.00

100.00

Havaalanlar Ara Kiralama veYolcu Tamacl A.. (HYT Mula)

Bus Operator

Turkey

100.00

100.00

100.00

100.00

Havaalanlar Tamaclk ve Ticaret A.. (HYT Samsun)

Bus Operator

Turkey

100.00

100.00

100.00

100.00

BTA Havalimanlar Yiyecek ve ecek Hizmetleri A.. (BTA)

Food and Beverage


Services

Turkey

66.66

66.66

66.66

66.66

BTA Georgia LLC (BTA Georgia)

Food and Beverage


Services

Georgia

66.66

66.66

66.66

66.66

BTA Tunisie SARL (BTA Tunisia)

Food and Beverage


Services

Tunisia

66.66

66.66

66.66

66.66

BTA Macedonia Dooel Petrovec (BTA Macedonia)

Food and Beverage


Services

Macedonia

66.66

66.66

66.66

66.66

BTA Unlu Mamlleri Pasta retim Turizm Gda Yiyecek ecek Hizmetleri
San. ve Tic. A.. (Cakes & Bakes)

Food and Beverage


Services

Turkey

66.66

66.66

66.66

66.66

BTA Tedarik Datm ve Ticaret A.. (BTA Tedarik)

Food and Beverage


Services

Turkey

66.66

66.66

BTA Yiyecek ecek letme Danmanlk Ticaret A.. (BTA Danmanlk)

Food and Beverage


Services

Turkey

66.66

66.66

Operations &
Maintenance (O&M),
Lounge Services

Turkey

100.00

100.00

100.00

100.00

TAV Georgia Operation Services LLC (TAV letme Georgia)

Lounge Services

Georgia

99.99

99.99

99.99

99.99

TAV Tunisie Operation Services SARL (TAV letme Tunisia)

Lounge Services

Tunisia

99.99

99.99

99.99

99.99

TAV Tunisie Operation Services Plus SARL (TAV letme Tunisia Plus)

Lounge Services

Tunisia

99.99

99.99

99.99

99.99

TAV Macedonia Operation Services Dooel (TAV letme Macedonia)

Lounge Services

Macedonia

99.99

99.99

99.99

99.99

TAV letme Hizmetleri A.. (TAV letme)

TAV Germany Operation Services GmbH (TAV letme Germany)

Lounge Services

Germany

100.00

100.00

Software and System


Services

Turkey

100.00

100.00

98.53

98.53

Security Services

Turkey

100.00

100.00

100.00

100.00

TAV Akademi Eitim ve Danmanlk Hizmetleri A.. (TAV Akademi)

Education Services

Turkey

100.00

100.00

100.00

100.00

TAV Aviation Minds Eitim ve Danmanlk Hizmetleri A.. (TAV Aviation


Minds)

Education Services

Turkey

51.00

51.00

51.00

51.00

Holding

Netherlands

100.00

100.00

100.00

100.00

Airport Operator

Turkey

100.00

100.00

TAV Biliim Hizmetleri A.. (TAV Biliim)


TAV zel Gvenlik Hizmetleri A.. (TAV Gvenlik)

Aviator Netherlands B.V. (Aviator Netherlands)


TAV Uluslararas Yatrm A.. (TAV Uluslararas Yatrm)

165

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The joint ventures of the Company as at 31 December 2014 and 2013 are as follows:
31 December 2014
Ownership Voting power
interest %
held %
49.98
50.00

31 December 2013
Ownership Voting power
interest %
held %
49.98
50.00

Name of joint venture


AT Turizm letmecilii A.. (AT)

Principal activity
Duty Free Services

Place of
operation
Turkey

AT Georgia Operation Services LLC (AT Georgia)

Duty Free Services

Georgia

49.98

50.00

49.98

50.00

AT Tunisie SARL (AT Tunisia)

Duty Free Services

Tunisia

49.98

50.00

49.98

50.00

AT Macedonia Dooel (AT Macedonia)

Duty Free Services

Macedonia

49.98

50.00

49.98

50.00

AS Riga Airport Commercial Development (AT Latvia)

Duty Free Services

Latvia

49.98

50.00

49.98

50.00

Tunisia Duty Free S.A.. (ATU Tunisia Duty Free)

Duty Free Services

Tunisia

14.98

39.98

Saudi ATU Trading Limited Co. (Saudi ATU)

Duty Free Services

Saudi Arabia

49.99

50.00

AT Maazaclk letmeleri A.. (AT Maazaclk)

Duty Free Services

Turkey

49.99

49.99

ATU Uluslararas Maaza Yiyecek ve ecek letmecilii A.. (AT


Uluslararas Maazaclk)

Duty Free Services

Turkey

51.15

51.17

Operating Special
Hangar

Turkey

32.40

32.40

32.40

32.40

TAV Gzen Havaclk letme ve Ticaret A.. (TAV Gzen)


TGS Yer Hizmetleri A.. (TGS)

Ground Handling

Turkey

50.00

50.00

50.00

50.00

SAUDI HAVA Ground Handling Services Limited (SAUDI HAVA)

Ground Handling

Saudi Arabia

66.66

66.66

66.66

66.66

BTA Denizyollar ve Limanlar Yiyecek ve ecek Hizmetleri Tic. A..


(BTA Denizyollar)

Food and Beverage


Services

Turkey

33.33

50.00

33.33

50.00

BTU Lokum eker Gda San. ve Tic. A.. (BTU Lokum)

Food and Beverage


Services

Turkey

33.99

51.00

33.99

51.00

BTU Gda Sat ve Paz. A.. (BTU Gda)

Food and Beverage


Services

Turkey

26.66

40.00

26.66

40.00

Saudi BTA Airports Food And Beverages Serv.Ltd. (BTA Medinah)

Food and Beverage


Services

Saudi Arabia

55.55

66.66

Tibah Airports Development Company CJSC (Tibah Development)

Airport Operator

Saudi Arabia

33.33

33.33

33.33

33.33

Tibah Airports Operation Limited (Tibah Operation)

Airport Operator

Saudi Arabia

51.00

33.33

51.00

33.33

The associates of the Company as at 31 December 2014 and 2013 are as follows:

Holding

Place of
operation
United
Kingdom

Medunarodna Zrana Luka Zagreb d.d. (MZLZ)

Airport Operator

Upraviteli Zrane Luke Zagreb d.o.o (MZLZ Operation)

Airport Operator

AMS Airport Management Services d.o.o (AMS)

Airport Operator

Name of associates
ZAIC-A Limited (ZAIC-A)

166

TAV 2014 ANNUAL REPORT

Principal activity

31 December 2014
Ownership Voting power
interest %
held %

31 December 2013
Ownership Voting power
interest %
held %

15.00

15.00

15.00

15.00

Croatia

15.00

15.00

Croatia

15.00

15.00

Croatia

40.00

40.00

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Description of Operations
The Group and its joint ventures core businesses are related to the construction of terminal buildings, management and
operation of terminals or airports. TAV Esenboa and TAV zmir enter into Build Operate Terminate agreements (BOT)
with Devlet Hava Meydanlar letmesi Genel Mdrl (General Directorate of State Airports Authority) (DHM),
TAV Tbilisi with JSC Tbilisi International Airport (JSC), TAV Batumi with Georgian Ministry of Economic Development
(GMED), TAV Tunisia with Tunisian Airport Authority (Office De LAviation Civil Et Des Aeroports) (OACA) and TAV
Macedonia with Macedonian Ministry of Transportation and Communication (MOTC). Tibah Development enters into
Build Transfer Operate (BTO) Agreements with General Authority of Civil Aviation (GACA). TAV Ege, TAV Milas
Bodrum, and TAV Gazipaa enter into concession agreement with DHM. Under these agreements, the Group agrees
to build or renovate or manage an airport or terminal within a specified period of time and in exchange receives the
right to operate the airport and terminal for a preestablished period of time. At the end of the contracts, the Group will
transfer the ownership of the terminal buildings or airports back to the related public authority, DHM, JSC, GMED, OACA,
MOTC and GACA accordingly. Group also signs separate contracts related with the airport operations. On 3 June 2005,
TAV stanbul signed a rent agreement to operate Atatrk International Airport Terminal (AIAT) and Atatrk Domestic
Airport Terminal (ADAT) for 15.5 years until year 2021.
BOT, BTO and Concession Agreements
The airport terminals operated by the Group and its joint ventures are as follows:
stanbul Atatrk International Airport
A BOT agreement was executed between TAV and DHM regulating the reconstruction, investment and operations of
Atatrk International Airport International Lines Building (referred to as Atatrk International Airport Terminal or
AIAT) in 1998. TAV was required to complete the construction by August 2000 and then had the right to operate the
facilities of the International Lines Building for 3 years, 8 months and 20 days. TAV completed the reconstruction of
the International Lines Building in January 2000 and started the operation seven months earlier, after completion of a
significant portion of the construction. Construction of the remaining parts of the project was finalized in August 2000.
DHM and the Undersecretariat of Treasury gave their acceptance of the project in August 2000 when the investment
period was formally completed.
An addendum to the agreement was made in June 2000. Under the terms of the addendum, TAV committed to enlarge
the International Lines Building by 30% by year 2004. In return for extending the International Lines Building, the
operation period of TAV was extended by 13 months 12 days (approximately 66 months in total) through June 2005. The
contract expired in June 2005 and TAV transferred Atatrk Domestic Airport Terminal (referred to as ADAT) and AIAT to
DHM. On 3 June 2005, TAV stanbul signed a rent agreement to operate AIAT and ADAT for 15.5 years until year 2021.
An addendum has been signed on 4 November 2008, namely Atatrk Airport Development Project, covering installation
of new passenger boarding bridges and construction of new commercial areas. Through this addendum TAV has
undertaken approximately EUR 36,000 of investment in exchange of the operation right of newly created commercial
areas.
A tender was held on 3 May 2013 for construction of a new airport in stanbul. It has been announced that the winning
bid for the tender as per the tender specifications of Istanbuls New Airport Project to be undertaken by BOT model
within the framework of the procedures and principles defined by DHMI as per the law no. 3996 and cabinet decree no.
2011/1807 was offered by a venture other than the Company. TAV Holding and TAV stanbul received a formal letter
issued by DHMI dated 22 January 2013, stating that DHMI will fully reimburse the Company for all loss of profit over the
remaining period of its existing rent period that may be incurred in case that another airport is opened for operation in
Istanbul before the end of the rent period of TAV Istanbul. In addition, it is stated that independent expert companies may
be consulted for the computation of the total reimbursement amount.

167

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Ankara Esenboa International Airport


A BOT agreement was executed between TAV Esenboa and DHM on 18 August 2004 for regulating the reconstruction,
investment and operations of the Ankara Esenboa International Airport (international and domestic terminals) for the
period until May 2023. According to the Agreement, TAV Esenboa was required to complete the construction within
36 months after the agreement date and would then have the right to operate the facilities of the Ankara Esenboa
International Airport Terminal for a period of 15 years and 8 months. TAV Esenboa is providing terminal, car park and
passenger boarding services since the beginning of operations on 16 October 2006.
zmir Adnan Menderes International Airport
A BOT agreement was executed between TAV zmir and DHM on 20 May 2005 for regulating the reconstruction,
investment and operations of zmir Adnan Menderes Airport International Terminal. According to the Agreement, TAV
zmir was required to complete the construction within 24 months after the agreement date and would then have the
right to operate the facilities of zmir Adnan Menderes Airport International Terminal for a period of 6 years, 7 months
and 29 days. An addendum to the Agreement was signed on 21 August 2006. Under the terms of the addendum, in
return for additional works, the operation period of TAV zmir was extended by 11 months 17 days through January
2015. TAV zmir has been providing terminal, car park and passenger boarding services since the beginning of
operations on 13 September 2006.
A concession agreement was executed between TAV Ege and DHM with an effective date of 16 December 2011 for
taking-over the operation of the domestic terminal of zmir Adnan Menderes Airport until 31 December 2032 and
renting the international terminal on January 2015 and operating it until 31 December 2032. TAV Ege is obliged to
construct a new domestic terminal with its ancillary buildings and to pay EUR 610,000 plus VAT (18%) to DHMI in yearly
equal installments, of which EUR 30,500 plus VAT has been prepaid at the beginning of the concession period under the
terms of the concession agreement.
Milas Bodrum Airport
On 21 March 2014, the Company has been awarded the tender held by DHMI for the operation rights of the MilasBodrum Airport whose scope includes operation of existing Domestic and International Terminals with ancillary
facilities, until 31 December 2035. While Domestic Terminal is handed over within signing of the Concession Agreement,
operation of International Terminal will commence on 22 October 2015 following the expiry of the existing contract. The
total concession amount is EUR 717,000 plus VAT.
Tbilisi International Airport
A BOT agreement was executed between TAV Tbilisi and JSC on 6 September 2005 for the operations of Tblisi
International Airport (both international, domestic terminals and parking-apron-taxi ways). The BOT agreement
undertakes the design, engineering, financing, construction, testing, commissioning and maintenance of the new
terminal for Tbilisi International Airport, for an initially agreed term of 10 years and 6 months from the commencement
date of the new terminal operations. Subsequently, this period was extended by another 9.5 years until February 2027,
in exchange for an obligation by TAV Tbilisi to invest an additional amount for the construction of the terminal (including
construction of additional runways, extension of apron etc.) for Batumi airport, TAV Tbilisi is providing a wide range
of airport activities such as terminal, car-park, cargo, ground handling, aircraft parking, apron and runway services
excluding air traffic control in New Tbilisi International Airport since the beginning of operations on 8 February 2007.

168

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Batumi International Airport


On 9 August 2007, TAV Batumi Operations signed an agreement with the Georgian Ministry of Economic Development
to transfer the management rights of all shares of the Batumi Airport LLC to TAV Batumi for 20 years. According to
such share management agreement, all airport operations (excluding only the air traffic control and aviation security
services) of the Batumi International Airport will be carried out by TAV Batumi until August 2027. Georgian Government
is responsible for providing air traffic control and security services.
Tunisia Monastir and Enfidha International Airports
A BOT agreement was executed between TAV Tunisia and OACA on 18 May 2007, for the operation of existing Monastir
Habib Bourguiba Airport and new Enfidha Airport (International, domestic terminals and parking-apron-taxi-ways).
Through the BOT agreement TAV Tunisia undertakes the operation of the existing Monastir Habib Bourguiba Airport and
design, engineering, financing, construction, testing, commissioning and maintenance of the new Enfidha Airport. The
operations of Monastir Habib Bourguiba Airport and Enfidha Airport were undertaken in January 2008 and December
2009, respectively. The concession periods of both airports will end in May 2047. The operations of the Monastir and
Enfidha Airports cover a wide range of airport activities such as terminal, car-park, cargo, ground handling, aircraft
parking, apron and runway services excluding air traffic control services.
Gazipaa Airport
Relating to the transfer of the operational rights of Antalya-Gazipaa Airport via a lease, the concession agreement
between TAV Gazipaa and DHM was signed on 4 January 2008. The operation period of Antalya-Gazipaa Airport,
which currently has 1,500,000 annual passenger capacity, is 25 years until May 2034, and the operation of the airport
covers activities within airside and landside facilities and area of runway, apron and taxiway. TAV Gazipaa shall make
an annual rent payment of USD 50 plus VAT as a fixed amount, until the end of the operation period; as well as a share
of 65% of the net profit for the period to DHM.
Macedonia Skopje, Ohrid and Shtip Airports
On 24 September 2008, the 20-year BOT agreement for the construction and operation of Alexander the Great Airport in
Skopje, renovation and operation of the St. Paul the Apostle Airport in Ohrid, and the construction and optional operation
of the New Cargo Airport in Shtip airports was signed between TAV Macedonia and MOTC. The operation of the airports
shall cover all airport activities with the exception of air traffic control, and modernisation activities are contemplated to
include the technical infrastructure. The effective date of the concession contract for Alexander the Great Airport and St.
Paul the Apostle Airport is 1 March 2010 and final date of Concession Agreement is 1 March 2030. The effective date for
initiating construction of New Cargo Airport in Shtip will be decided after meteorological and technical measurements
which will last for at least 10 years after the effective date. The renovation of the St. Paul the Apostle Airport in Ohrid
and the construction of Alexander the Great Airport in Skopje were completed and the airports started their operations
in March 2011 and September 2011, respectively.
Medinah International Airport
A BTO agreement was executed between Tibah Development and GACA on 29 October 2011, for the operation and
development of existing Medinah International Airport. Through the BTO agreement Tibah Development undertakes
the operation of the existing Medinah International Airport as well as the design, engineering, financing, construction,
testing, commissioning and maintenance of a new passenger Terminal and the required additional infrastructure. TAV
Holding owns 33.33% of Tibah Development. The operations were undertaken in June 2012. The concession period
will end in June 2037. The operations of the Medinah International Airport cover a wide range of airport activities such
as terminal, car-park, cargo, ground handling, aircraft parking, apron and runway services and slot allocation. Tibah
Development has subcontracted the operation of Medinah International Airport to Tibah Operation, of which 51%
belongs to TAV Holding.

169

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Zagreb International Airport


A Concession Agreement was executed between ZAIC-A limited and Republic of Crotia on 11 April 2012 for the
financing, design and construction and operation of a new passenger terminal and related infrastructure at Zagreb
Airport. TAV Holding signed a letter of intent to become 15% shareholder in the Consortium for the concession of
Zagreb International Airport. Aviator Netherland B.V. has been established as a 15% shareholder of ZAIC-A. TAV Holding
owns 100% of Aviator Netherlands B.V. Handover Date occurred in 6 December 2013 and the consortium that TAV
Holding is a 15% partner took over the operations and construction site. The concession period will end in April 2042.
Operations Contracts
BOT and BTO operations and management contracts include the following:
Terminal and airport services The Group has the right to operate the terminals and airports as mentioned in the
preceding paragraphs. This includes passenger, ramp and check-in counter services and services for parking-aprontaxi ways (for airport operations). A fee is charged to each airline based on the number of passengers that utilise the
airport, based on the number of aircrafts that utilise ramps and runways and based on the number of check-in counters
utilised by the airlines.
Duty free goods The Group has the right to manage duty free operations within the terminals which the Group
operates. Duty free shopping is available to both arriving and departing passengers. The duty free shops are
subcontracted either to Groups joint ventures or to other companies in exchange for a commission based on sales.
Catering and airport hotel services The Group has the right to manage all food and beverage operations within the
terminals both for the passengers and the terminal personnel. The Group subcontracts certain food and beverage
operations in exchange for a commission based on sales.
Area allocation services As a lessor, the Group leases office space in the airport terminal including the offices leased
to the airlines for ticket office and banks.
Ground handling The Group has the right to provide all ground handling operations. Ground handling involves
providing traffic, ramp, flight operation, cargo and all other ground handling services for domestic and international
flights under the Civil Aviation Legislation License (SHY 22).
Lounge services The Group has the right to operate or rent the lounges to provide CIP services to the passengers who
have the membership.
Bus and car parking services The Group has the right to operate the car park and render valet parking services.
Revenues from bus operations include shuttle services running from airports to city centers.
Software and system services The Group develops software and systems on operational and financial optimization in
aviation, particularly terminal, flight management system and software programs and to meet the information systems
requirements of group companies and certain third parties.
Security services The Group operates the security services within the domestic terminals.
The Group employs 14,556 (average: 14,478) people as at 31 December 2014
(31 December 2013: 13,370 (average: 13,598) people).

170

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

2. BASIS OF PREPARATION
a) Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRSs).
The consolidated financial statements were authorized for issue by the Board of Directors on 19 February 2015. The
power to change the consolidated financial statements after the issuing of the consolidated financial statements is held
by the General Assembly.
b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for derivative financial
instruments which are measured at fair value.
The methods used to measure fair values are discussed further in Note 4.
c) Functional and presentation currency
TAV Holding and its subsidiaries operating in Turkey maintain their books of account and prepare their statutory
financial statements in Turkish Lira (TRL) in accordance with the accounting principles as promulgated by the Turkish
Commercial Code and tax legislation.
Functional currency of most of the Group companies operating in Turkey and other countries are determined to be Euro,
different from their countrys currency according to IAS 21. Accordingly functional currency of TAV Holding as a parent
company has been determined as Euro.
The accompanying consolidated financial statements are presented in EUR, which is the functional currency of TAV
Group.
The table below summarizes the functional currencies of the Group entities and their joint ventures:
Company
TAV Holding
TAV stanbul
TAV Esenboa
TAV zmir
TAV Ege
TAV Milas Bodrum
TAV Tunisia
TAV Tbilisi
TAV Batumi
Batumi Airport LLC
TAV Macedonia
TAV Gazipaa
TAV Latvia
HAVA
HAVA Europe
HAVA Europe Helsinki
HAVA Europe Stockholm

Functional Currency
EUR
EUR
EUR
EUR
EUR
EUR
EUR
Georgian Lari (GEL)
GEL
GEL
EUR
EUR
EUR
EUR
EUR
EUR
Swedish Krona (SEK)

171

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Company
HAVA Germany
HYT zmir
HYT Mula
HYT Samsun
BTA
BTA Georgia
BTA Tunisia
BTA Macedonia
Cakes & Bakes
BTA Tedarik
BTA Danmanlk
TAV letme
TAV letme Georgia
TAV letme Tunisia
TAV letme Tunisia Plus
TAV letme Macedonia
TAV letme Germany
TAV Biliim
TAV Gvenlik
TAV Akademi
TAV Aviation Minds
Aviatior Netherlands
TAV Uluslararas Yatrm
AT
AT Georgia
AT Tunisia
AT Macedonia
AT Latvia
AT Tunisia Duty Free
SAUDI ATU
ATU Maazaclk
ATU Uluslararas Maazaclk
TAV Gzen
TGS
SAUDI HAVA
BTA Denizyollar
BTU Lokum
BTU Gda
BTA Medinah
Tibah Development
Tibah Operation
ZAIC-A
MZLZ
MZLZ Operation
AMS

Functional Currency
EUR
TRL
TRL
TRL
TRL
GEL
Tunisian Dinar (TND)
Macedonian Denar (MKD)
TRL
TRL
TRL
TRL
GEL
TND
TND
MKD
EUR
EUR
TRL
TRL
USD
EUR
EUR
EUR
GEL
EUR
EUR
EUR
EUR
Saudi Arabian Riyal (SAR)
TL
EUR
USD
TRL
SAR
TRL
TRL
TRL
SAR
SAR
SAR
EUR
Croatian Kuna (HRK)
HRK
HRK

All financial information presented in EUR has been rounded to the nearest thousands, except when otherwise
indicated.

172

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

d) Use of estimates and judgements


The preparation of the consolidated financial statements in conformity with IFRSs requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
Information about critical judgments in applying accounting policies that have the most significant effect on the
amounts recognised in the consolidated financial statements is included in the following notes:
Note 3(e) mark-up applied to construction cost incurred under IFRIC 12 Service Concession Arrangements.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment within the next financial period are included in the following notes:
Note 3, 15 and 16 useful lives of property and equipment and intangible assets
Note 16 key assumptions used in discounted cash flow projections
Note 20 utilisation of tax losses and tax incentives
Note 29 measurement of reserve for employee severance indemnity
Note 34 and 36 valuation of financial instruments
e) Changes in accounting policies
The Group has reassessed the accounting treatment regarding the concession agreement which was executed between
TAV Esenboa and DHM on 18 August 2004 for regulating the reconstruction, investment and operations of the Ankara
Esenboa International Airport (international and domestic terminals) for the period until May 2023. Accordingly, trade
receivables balance as relating to the guaranteed passenger fee as of 31 December 2013 has been increased by EUR
63,088 (short-term EUR 8,127, long-term EUR 54,961) whereas the airport operations right balance relating to the
same contract has been decreased by EUR 63,088. Airport operations right balance at 1 January 2013 as previously
reported has been decreased by 69,803 EUR, whereas trade receivables balance relating to the same contract has been
increased by EUR 69,803.
The Group has reassessed the accounting treatment regarding the concession agreement which was executed between
TAV Ege and DHM on 16 December 2011 for taking-over the operation of the domestic terminal of zmir Adnan
Menderes Airport until 31 December 2032 and renting the international terminal on January 2015 and operating it
until 31 December 2032. Accordingly, airport operation right balance as relating to Domestic Terminal of zmir Adnan
Menderes International Airport as of 31 December 2013 has been increased by EUR 104,772 and concession payable
relating to the same contract has been increased by EUR 104,772 (short-term EUR 8,691, long-term EUR 96,081).
Prepaid concession expense has been decreased by EUR 42,046 (short-term EUR 8,714, long-term EUR 33,332) and
advances to suppliers have been increased by EUR 42,046. Airport operations right balance at 1 January 2013 as
previously reported has been increased by 107,734 EUR whereas prepaid concession expense balance has been
decreased by 21,785 EUR.

173

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

3. SIGNIFICANT ACCOUNTING POLICIES


The accounting policies set out below have been applied consistently to all periods presented in these consolidated
financial statements, and have been applied consistently by Group entities and their joint ventures.
a) Basis of consolidation
Each entity is consolidated based on the following methods:
TAV stanbul, TAV Esenboa, TAV zmir, TAV Ege, TAV Milas Bodrum, TAV Macedonia, TAV Gazipaa, TAV Latvia, HAVA,
HYT zmir, HYT Mula, HYT Samsun, TAV letme, TAV letme Almanya, TAV Biliim, TAV Gvenlik, TAV Akademi,
Aviator Netherlands and TAV Uluslararas Yatrm are fully consolidated without non-controlling interests ownership.
TAV Tunisia, TAV Tbilisi, TAV Batumi, Batumi Airport LLC, HAVA Europe, HAVA Europe Helsinki, HAVA Europe
Stockholm, HAVA Germany, BTA, BTA Georgia, BTA Tunisia, BTA Macedonia, Cakes & Bakes, BTA Tedarik, BTA
Danmanlk, TAV letme Georgia, TAV letme Tunisia, TAV letme Tunisia Plus, TAV letme Macedonia, TAV Aviation
Minds are fully consolidated with the non-controlling interests ownership reflected as a non-controlling interest. The
equity of Batumi Airport LLC is fully reflected as non-controlling interest due to the transfer of right on shares to JSC
at the end of share management agreement period.
ATU, ATU Georgia, ATU Tunisia, ATU Macedonia, ATU Latvia, ATU Tunisia Duty Free, SAUDI ATU, ATU Maazaclk, ATU
Uluslararas Maazaclk, TAV Gzen, TGS, SAUDI HAVA, BTA Denizyollar, BTU Lokum, BTU Gda, BTA Medinah, Tibah
Development Tibah Operation, ZAIC-A, MZLZ, MZLZ Operation and AMS are consolidated using the equity method.
i) Business combinations:
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on
which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights
that currently are exercisable.




The Group measures goodwill at the acquisition date as:


the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquire; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such
amounts generally are recognised in profit or loss.
Transactions costs, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
ii) Subsidiaries:
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases.

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TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

iii) Non-controlling interests


For each business combination, the Group elects to measure any non-controlling interests in the acquiree either:
at fair value; or
at their proportionate share of the acquirees identifiable net assets, which are generally at fair value.
Changes in the Groups interest in a subsidiary that do not result in a loss of control are accounted for as transactions
with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount
of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognised in profit or
loss.
On 3 October 2012, TAV Holding acquired 35% of HAVAs shares from Private Equity and HSBC Principal Investments
in return for EUR 80,000. As a result, TAV Holdings share in HAVA increased to 100% and HAVA is fully consolidated
without any non-controlling interest ownership. The effect of this transaction is recognised as an equity transaction as
other reserves in the consolidated financial statements.
iv) Acquisitions from entities under common control:
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that
controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative
period presented or, if later, at the date that common control was established; for this purpose comparatives are
restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the
controlling shareholders consolidated financial statements. The components of equity of the acquired entities are
added to the same components within the Group equity and any gain / loss arising is recognised directly in equity.
v) Loss of control:
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests
and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is
recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured
at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an
available-for-sale financial asset depending on the level of influence retained.
vi) Joint arrangements:
Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring
unanimous consent for decisions about the activities that significantly affect the arrangements returns. They are
classified and accounted for as follows:
Joint operation when the Group has rights to the assets, and obligations for the liabilities, relating to an
arrangement, it accounts for each of its assets, liabilities and transactions, including its share of those held or
incurred jointly, in relation to the joint operation.
Joint venture when the Group has rights only to the net assets of the arrangements, it accounts for its interest
using the equity method.
The consolidated financial statements include the Groups share of the profit or loss and other comprehensive income
of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date
that significant influence commences until the date that significant influence ceases.
When the Groups share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the
investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further
losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the
investee.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

vii) Transactions eliminated on consolidation:


Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no evidence of impairment.
b) Foreign currency
i) Foreign currency transactions:
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting
date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss
on monetary items is the difference between amortised cost in the functional currency at the beginning of the period,
adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at
the exchange rate at the end of the period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated
to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in
a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the
transaction. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences
arising on qualifying cash flow hedges to the extent the hedge is effective, which are recognised in other comprehensive
income.
ii) Foreign operations:
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated to Euro at exchange rates at the reporting date. The income and expenses of foreign operations are
translated to Euro at monthly average exchange rates.
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency
translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly-owned subsidiary,
then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When
a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount
in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while
retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When
the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while
retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit
or loss.
The Group entities and their joint ventures use either EUR, TRL, USD, TND, MKD, SEK, GEL, HRK and SAR as functional
currencies since these currencies are used to a significant extent in, or have a significant impact on, the operations
of the related Group entities or their joint ventures and reflect the economic substance of the underlying events and
circumstances relevant to these entities. All currencies other than the currency selected for measuring items in the
financial statements are treated as foreign currencies. Accordingly, transactions and balances not already measured
in the functional currency have been re-measured to the related functional currencies. The Group uses EUR as the
reporting currency.

176

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The financial statements of subsidiaries that report in the currency of an economy formerly accepted as
hyperinflationary (Turkey) are restated in terms of the measuring unit current at the reporting dates until 31 December
2005 before they are translated into EUR as the reporting currency. Turkey came off highly inflationary status for the
period beginning after 15 December 2005, therefore restatement for IAS 29 (Financial Reporting in Hyperinflationary
Economies) has not been applied since 1 January 2006.
The financial statements of subsidiaries, namely BTA, TAV letme and TAV Gvenlik, which have the TRL as their
functional currency, were restated to compensate for the effect of changes in the general purchasing power of the
TRL until 31 December 2005, in accordance with IAS 29 as TRL was the currency of a hyperinflationary economy.
Financial statements of such subsidiaries are then translated into Euro, the main reporting currency of the Group, by the
exchange rate ruling at reporting date.
The foreign currency exchange rates as of the related periods are as follows:

TRL
GEL
TND
MKD
SEK
USD
SAR
HRK

1 Euro Equivalent
31 December 2014
31 December 2013
2.8207
2.9365
2.2656
2.3891
2.2622
2.2663
61.4814
61.5113
9.4323
8.9430
1.2164
1.3759
4.5581
5.1623
7.6566
7.6336

c) Financial instruments
i) Non-derivative financial assets:
The Group initially recognises loans, receivables and deposits on the date that they are originated. All other financial
assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at
which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it
transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets
that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and
only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Non-derivative financial assets of the Group comprise loans and receivables.

177

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Loans and receivables


Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active
market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to
initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any
impairment losses (see Note 3(h)(i)).
Loans and receivables comprise cash and cash equivalents, restricted bank balances, trade receivables, due from
related parties and guaranteed passenger fee receivable from DHM (Concession receivables) (see Note 23).
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less
from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the
Group management of its short-term commitments.
The Groups use of Project Accounts Reserve Accounts or Funding Accounts is based on certain conditions as defined
in respective loan agreements. Therefore, bank balances included in these accounts are presented as restricted bank
balances in the consolidated statement of financial position.
Service concession arrangements
The Group recognises a financial asset arising from a service concession arrangement when it has an unconditional
contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction
or upgrade services provided. Such financial assets are measured at fair value upon initial recognition. Subsequent to
initial recognition, the financial assets are measured at amortised cost.
If the Group is paid for the construction services partly by a financial asset and partly by an intangible asset, then
each component of the consideration is accounted for separately and is recognised initially at the fair value of the
consideration (see also accounting policy note on intangible assets below).
ii) Non-derivative financial liabilities:
The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All
other financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual
provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.
The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial
liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial
recognition, these financial liabilities are measured at amortised cost using the effective interest method.
The Group has the following other financial liabilities: loans and borrowings, bank overdrafts, trade payables and due to
related parties.
Bank overdrafts that are repayable on demand and form an integral part of the Groups cash management are included
as a component of cash and cash equivalents for the purpose of the statement of cash flows.
iii) Share capital:
Ordinary shares are classified as equity.

178

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

iv) Derivative financial instruments, including hedge accounting:


The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship
between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy
in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess
the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge
relationship as well as on an ongoing basis, whether the hedging instruments are expected to be highly effective in
offsetting the changes in the fair value and cash flows of the respective hedged items attributable to the hedged risk,
and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast
transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash
flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value; any attributable transaction costs are recognised in profit or loss when
incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted
for as described below.
Cash flow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a
particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect
profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive
income and presented in the hedging reserve in equity. The amount recognised in other comprehensive income is
removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same
line item in the statement of comprehensive income as the hedged item. Any ineffective portion of changes in the fair
value of the derivative is recognised immediately in profit or loss.

In other cases, when the hedged item is not a non-financial asset, the amount accumulated in equity is reclassified to
profit or loss in the same period that the hedged item affects profit or loss. If the hedging instrument no longer meets
the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge
accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in
equity is reclassified in profit or loss.
d) Property and equipment
i) Recognition and measurement:
Items of property and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which
they are located and capitalised borrowing costs. Purchased software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
When parts of an item of property and equipment have different useful lives, they are accounted for as separate items
(major components) of property and equipment.
Gains and losses on disposal of an item of property and equipment are calculated as the difference between the net
proceeds from disposal and the carrying amount of the item and are recognised net within other operating income /
(expense) in profit or loss.
179

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

ii) Subsequent costs:


Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the
expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
iii) Depreciation:
Items of property, plant and equipment are depreciated from the date that they are available for use, or in respect of
self-constructed assets, from the date that the asset is completed and ready for use.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual
values using the straight-line basis over their estimated useful lives. Depreciation is generally recognised in profit or
loss, unless the amount is included in the carrying amount of another asset. Leased assets are depreciated over the
shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by
the end of the lease term. Land is not depreciated.
The estimated useful lives for the current and comparative periods are as follows:
Buildings
Machinery and equipment
Vehicles
Furniture and fixtures
Leasehold improvements

50 years
4-18 years
5-18 years
2-18 years
1-15 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
e) Intangible assets
i) Goodwill:
Goodwill that arises upon the acquisition of subsidiaries and joint ventures is included in intangible assets. For the
measurement of goodwill at initial recognition, see Note 3(a)(i).
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
ii) Intangible assets recognised in a business combination:
Customer relationships are the intangible assets recognised during the purchase of HAVA shares in years 2005
and 2007 and purchase of HAVA Europe shares in 2010 and 2011. DHM license is the intangible asset recognised
during the purchase of HAVA shares in years 2005 and 2007. In a business combination or acquisition, the acquirer
recognises separately an intangible asset of the acquiree at the acquisition date only if it meets the definition of an
intangible asset and its fair value can be measured reliably. The fair values of DHM licence and customer relationship
were determined by an independent external third party expert.

180

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The Group applied proportionate consolidation method to account for its 60% ownership interest in HAVA until 30
September 2007. Therefore, intangible assets arising from the initial acquisition of HAVA were reflected by 60%,
being the shareholding of the Group, in the consolidated financial statements. In accordance with IFRS 3 Business
Combinations, the Group applied step acquisition during the purchase of the remaining 40% shareholding in HAVA.
Customer relationship and DHM licence were remeasured to their fair values. The fair value change attributable to 60%
portion was recorded to the revaluation reserve under equity. This figure reflected the change in fair value of intangible
assets which were already carried in the consolidated financial statements prior to the acquisition of the additional 40%
shareholding.
50% and 16.67% share purchases of HAVA Europe are accounted by applying IFRS 3 in 2010 and 2011, respectively.
iii) Internally generated software:
Internally generated software consists of airport software developed by TAV Biliim. Internally generated software with
finite useful lives is measured at cost less accumulated amortisation and impairment losses.
iv) Other intangible assets:
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less
accumulated amortisation and accumulated impairment losses.
v) Subsequent expenditure:
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is
recognised in profit or loss as incurred.
vi) Amortisation:
Except for goodwill, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful
lives, from the date that they are available for use.
Purchased software is amortised over estimated useful lives, which is between 3-5 years. Intangible assets recognised
during acquisitions of HAVA and HAVA Europe are customer relationships and DHM licence. Customer relationships
have 5-10 years useful life and DHM licence has indefinite useful life since the duration of net cash inflow arising from
DHM licence to the Company does not have any foreseeable limit. DHM licence is tested for impairment annually.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
vii) Service concession arrangements
TAV Esenboa and TAV zmir are bound by the terms of the BOT Agreements made with DHM. According to the BOT
agreements, TAV Esenboa and TAV zmir have guaranteed passenger fee to be received from DHM. The agreements
cover a period up to January 2015 for TAV zmir and May 2023 for TAV Esenboa.
A BOT agreement was executed between TAV Tbilisi and JSC on 6 September 2005 for the operations of airport (both
international, domestic terminals and parking-apron-taxi ways). The agreement covers a period up to February 2027.
A BOT agreement was executed between TAV Tunisia and OACA on 18 May 2007, for the operation of existing Monastir
Habib Bourguiba Airport and new Enfidha Airport (International, domestic terminals and parking-apron-taxi-ways). The
concession periods of both airports will end in May 2047.

181

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

A concession agreement was executed between TAV Gazipaa and DHM on 4 January 2008 for the operation of Antalya
Gazipaa Airport (air side, land side, parking-apron-taxi ways). The agreement covers a period up to May 2034.
On 24 September 2008, a BOT agreement for the construction and operation of Alexander the Great Airport in Skopje,
renovation and operation of the St. Paul the Apostle Airport in Ohrid, and the construction and optional operation
of the New Cargo Airport in Shtip airports was signed between TAV Macedonia and the Ministry of Transport and
Communication of Macedonia. The agreement covers a period up to March 2030.
A concession agreement was executed between TAV Ege and DHM on 16 December 2011 for the construction and
operation of the domestic terminal of zmir Adnan Menderes Airport and for taking-over the international terminal on
January 2015. The agreement covers a period up to December 2032.
A concession agreement was executed between TAV Milas Bodrum and DHM on 11 July 2014 for the leasing of the
operating rights of the Milas-Bodrum Airports existing international terminal, CIP, general aviation terminal, domestic
terminal and its auxiliaries. The agreement covers the operation right of the international terminal starting from October
2015 to December 2035 (approximately 20 years and 2 months) and operation right of the domestic terminal starting
from July 2015 to December 2035.
i) Intangible assets:
The Group recognises an intangible asset arising from a service concession agreement when it has a right to charge for
usage of concession infrastructure. Intangible assets received as consideration for providing construction or upgrade
services in a service concession agreement are measured at fair value upon initial recognition. Subsequent to initial
recognition the intangible asset is measured at cost less accumulated amortisation and accumulated impairment
losses.
The fair value of the consideration received or receivable for the construction services delivered includes a mark-up
on the actual costs incurred to reflect a margin consistent with other similar construction work. Mark-up rates for TAV
zmir, TAV Esenboa, TAV Gazipaa, TAV Macedonia and TAV Ege are 0%, TAV Tbilisi and TAV Tunisia are 15% and 5%
respectively.
The estimated useful life of an intangible asset in a service concession arrangement is the period from when the Group
is able to charge the public for the use of the infrastructure to the end of the concession period. Amortisation of airport
operation right is calculated based on units of production method over estimated passenger figures for Domestic
Terminal of zmir Adnan Menderes International Airport and Milas-Bodrum Airport. For airport operation right balances
other than these terminals, amortisation is calculated on a straight-line basis over their estimated useful lives.
ii) Financial assets:
The Group recognises the guaranteed passenger fee amount due from DHM as financial asset which is determined by
the agreements with TAV Esenboa and TAV zmir. Financial assets are initially recognised at fair value. Fair value of
financial assets is estimated as the present value of all future cash receipts discounted using the prevailing market rate
of instrument. (see Note 4 (iii)).
iii) Accounting for operations contract (TAV stanbul):
The costs associated with the operations contract primarily include rental payments and payments made to enhance
and improve ADAT. TAV stanbul prepaid certain rental amounts and the prepayment is deferred as prepaid rent and
is recognised over the life of the prepayment period. The expenditures TAV stanbul incurs to enhance and improve
the domestic terminal are recorded as prepaid development expenditures and are being amortised over the life of the
associated contract. Any other costs associated with regular maintenance are expensed in the period in which they are
incurred.

182

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Under IFRIC 12 an operator recognises an intangible asset or financial asset received as consideration for providing
construction or upgrade services or other items. TAV stanbul has control over significant portion of revenue and has
control over price. Therefore, no intangible asset or financial asset is recognised in TAV stanbuls financial statements
and the revenue and costs relating to the operation services are recognised in accordance with IAS 18.
f) Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value
and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset.
Other leases are operating leases and the leased assets are not recognised on the Groups consolidated statement of
financial position.
g) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in
first-out (FIFO) principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs
and other costs incurred in bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and estimated costs necessary to make sale.
h) Impairment
i) Non-derivative financial assets:
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether
there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss
event has occurred after the initial recognition of the asset, and the loss event had a negative effect on the estimated
future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an
amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will
enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate
with defaults or the disappearance of an active market for a security.
Financial assets measured at amortised cost
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All
individually significant receivables are assessed for specific impairment. All individually significant receivables found
not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet
identified.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount, and the present value of the estimated future cash flows discounted at the assets original
effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and
receivables. Interest on the impaired asset continues to be recognised. When a subsequent event causes the amount of
impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

ii) Non-financial assets:


The carrying amounts of the Groups non-financial assets, other than inventories and deferred tax assets, are reviewed
at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the
assets recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that one not yet
available for use, the recoverable amount is estimated each period at the same time. An impairment loss is recognised
if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest
group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of
other assets (the CGU). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected
to benefit from the synergies of the combination.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first
to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying
amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
i) Reserve for employee severance indemnity
In accordance with the existing labour law in Turkey, the Group entities operating in Turkey are required to make
lump-sum payments to employees who have completed one year of service and whose employment is terminated
without cause or who retire, are called up for military service or die. Such payments are calculated on the basis of 30
days pay maximum full TRL 3,438 as at 31 December 2014 (equivalent to full EUR 1,219 as at 31 December 2014) (31
December 2013: full TRL 3,254 (equivalent to full EUR 1,108 as at 31 December 2013)) per year of employment at the
rate of pay applicable at the date of retirement or termination. Reserve for retirement pay is computed and reflected
in the accompanying consolidated financial statements on a current basis. The management of the Group used some
assumptions (detailed in Note 29) in the calculation of the retirement pay provision. The calculation was based upon the
retirement pay ceiling announced by the Government.
All actuarial differences are recognised immediately in other comprehensive income.
j) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money where appropriate and the risks specific to the liability.
k) Revenue
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration
received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised when significant
risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable,
the associated costs and possible return of goods can be estimated reliably, there is no continuing management

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TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will
be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the
sales are recognised.
Construction revenue and expenditure: Construction revenue and expenditure are recognised by reference to the stage
of completion of the contract activity at the reporting date, as measured by the proportion that contract costs incurred
for work performed to date bear to the estimated total contract costs. Variations in contract work, claims and incentive
payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent
of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period
in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as aen
expense immediately.
Service concession agreements: Revenue relating to construction services under a service concession arrangement
is recognised based on the stage of completion of the work performed, consistent with the Groups accounting policy
on recognising revenue on construction contracts. Operation or service revenue is recognised in the period in which
the services are provided by the Group. When the Group provides more than one service in a service concession
arrangement the consideration received is allocated by reference to the relative fair values of the services delivered.
Aviation income: Aviation income is recognised based on the daily reports obtained from related airline companies for
terminal service income charged to passengers, as well as for ramps utilised by aircraft and check-in counters utilised
by the airlines.
Area allocation income: Area allocation income is recognised by the issuance of monthly invoices based on the contracts
made for allocated areas in the terminal.
Catering services income: Catering services income is recognised when services are provided. The Group defers revenue
for collections from long-term contracts until the services are provided. There are no deferred costs related to these
revenues since these are related with the selling rights given to food and beverage companies to sell their products at
domestic and international lines terminals as well as third parties out of the terminals where the subsidiaries operate.
Ground handling income: Ground handling income is recognised when the services are provided.
Commission: The Group subcontracts the right to operate certain duty free operations and the catering services to third
parties. The third parties pay the Group a specified percentage of their sales for the right to operate these concessions.
The commission revenue is recognised based on the sales reports provided from the subcontractor entities in every 2
to 3 days.
Software and system sales: Software and system sales are recognised when goods are delivered and title has passed or
when services are provided.
Income from lounge services: Income from lounge services is recognised when services are provided.
Bus and car parking operations: Income from bus and car parking operations is recognised when services are provided.

185

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

l) Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the
lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the
lease when the lease adjustment is confirmed.
m) Finance income and finance costs
Finance income comprises interest income on funds invested, unwinding of discount on guaranteed passenger fee
receivable from DHM arising from the application of IFRIC 12, dividend income and gains on hedging instruments
that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective
interest method. Dividend income is recognised in profit or loss on the date that the Groups right to receive payment is
established.
Finance costs comprise interest expense on borrowings, impairment losses recognised on financial assets, (other than
trade receivables) and ineffective portion of hedging instruments. Borrowing costs that are not directly attributable
to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective
interest method.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either
finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.
n) Tax
Tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
i) Current Tax:
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
ii) Deferred Tax:
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in
subsidiaries and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not
recognised for taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

186

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TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
The Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return.
Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been
calculated on a separate-entity basis.
iii) Tax exposures:
In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax
positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities
are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and
prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about
future events. New information may become available that causes the Group to change its judgement regarding the
adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a
determination is made.
o) Earnings per share
The Group presents basic and diluted EPS data for its ordinary shares. Basic and diluted EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the owners of the company by the weighted average number
of ordinary shares outstanding during the period. There are no dilutive potential shares.
p) Segment reporting
An operating segment is a component of the Group and its joint ventures that engages in business activities from which
it may earn revenues and incur expenses including revenues and expenses that relate to transactions with any of the
Groups other components. All operating segments operating results are regularly reviewed by the Group Management
to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete
financial information is available.
Segment results that are reported to the Group management include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the
Companys headquarters), head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and
intangible assets other than goodwill.
q) The new standards, amendments and interpretations
The accounting policies adopted in preparation of the consolidated financial statements as at 31 December 2014
are consistent with those of the previous financial year, except for the adoption of new and amended IFRS and IFRIC
interpretations effective as of 1 January 2014. The effects of these standards and interpretations on the Groups
financial position and performance have been disclosed in the related paragraphs.

187

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

i) The new standards, amendments and interpretations which are effective as at 1 January 2014:
IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial liabilities (Amended)
The amendments clarify the meaning of currently has a legally enforceable right to set-off and also clarify the
application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which
apply gross settlement mechanisms that are not simultaneous. These amendments did not have an impact on the
consolidated financial statements of the Group.
IFRS Interpretation 21 Levies
The interpretation clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as
identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the
activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is
triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be recognized before
the specified minimum threshold is reached. The interpretation is not applicable for Group and did not have any impact
on the financial position or performance the Group.
IAS 36 Impairment of Assets (Amended) - Recoverable Amount Disclosures for Non-Financial assets
As a consequential amendment to IFRS 13 Fair Value Measurement, some of the disclosure requirements in IAS 36
Impairment of Assets regarding measurement of the recoverable amount of impaired assets has been modified. The
amendments required additional disclosures about the measurement of impaired assets (or a group of assets) with
a recoverable amount based on fair value less costs of disposal. These amendments did not have an impact on the
consolidated financial statements of the Group.
IAS 39 Financial Instruments: Recognition and Measurement (Amended) - Novation of Derivatives and Continuation of
Hedge Accounting
Amendments provides a narrow exception to the requirement for the discontinuation of hedge accounting in
circumstances when a hedging instrument is required to be novated to a central counterparty as a result of laws or
regulations. These amendments did not have an impact on the consolidated financial statements of the Group.
IFRS 10 Consolidated Financial Statements (Amendment)
IFRS 10 is amended to provide an exception to the consolidation requirement for entities that meet the definition of an
investment entity. The exception to consolidation requires investment entities to account for subsidiaries at fair value
through profit or loss in accordance with IFRS. This amendment does not have any impact on the financial position or
performance of the Group.
ii) Standards issued but not yet effective and not early adopted:
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date
of issuance of the consolidated financial statements are as follows. The Group will make the necessary changes if
not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new
standards and interpretations become effective.

188

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

IFRS 9 Financial Instruments Classification and measurement


As amended in December 2012, the new standard is effective for annual periods beginning on or after 1 January
2015. Phase 1 of this new IFRS introduces new requirements for classifying and measuring financial instruments.
The amendments made to IFRS 9 will mainly affect the classification and measurement of financial assets and
measurement of fair value option (FVO) liabilities and requires that the change in fair value of a FVO financial liability
attributable to credit risk is presented under other comprehensive income. The Group will quantify the effect in
conjunction with the other phases, when the final standard including all phases is adopted by Public Oversight Authority
(POA).
IAS 19 Defined Benefit Plans: Employee Contributions (Amendment)
IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined
benefit plans. The amendments clarify that, if the amount of the contributions is independent of the number of years of
service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period in which
the service is rendered, instead of allocating the contributions to the periods of service. These amendments are to be
retrospectively applied for annual periods beginning on or after 1 July 2014. The amendments will not have an impact
on the financial position or performance of the Group.
IFRS 11 Acquisition of an Interest in a Joint Operation (Amendment)
IFRS 11 is amended to provide guidance on the accounting for acquisitions of interests in joint operations in which the
activity constitutes a business. This amendment requires the acquirer of an interest in a joint operation in which the
activity constitutes a business, as defined in IFRS 3 Business Combinations, to apply all of the principles on business
combinations accounting in IFRS 3 and other IFRSs except for those principles that conflict with the guidance in
this IFRS. In addition, the acquirer shall disclose the information required by IFRS 3 and other IFRSs for business
combinations. These amendments are to be applied prospectively for annual periods beginning on or after 1 January
2016. Earlier application is permitted. The amendments will not have an impact on the financial position or performance
of the Group.
IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS
38)
The amendments to IAS 16 and IAS 38, have prohibited the use of revenue-based depreciation for property, plant and
equipment and significantly limiting the use of revenue-based amortisation for intangible assets. The amendments are
effective prospectively for annual periods beginning on or after 1 January 2016. Earlier application is permitted.
IAS 16 Property, Plant and Equipment and IAS 41 Agriculture (Amendment) Bearer Plants
IAS 16 is amended to provide guidance that bearer plants, such as grape vines, rubber trees and oil palms should be
accounted for in the same way as property, plant and equipment in IAS 16. Once a bearer plant is mature, apart from
bearing produce, its biological transformation is no longer significant in generating future economic benefits. The only
significant future economic benefits it generates come from the agricultural produce that it creates. Because their
operation is similar to that of manufacturing, either the cost model or revaluation model should be applied. The produce
growing on bearer plants will remain within the scope of IAS 41, measured at fair value less costs to sell. Entities
are required to apply the amendments for annual periods beginning on or after 1 January 2016. Earlier application
is permitted. The amendments are not applicable for Group and will not have an impact on the financial position or
performance of the Group.

189

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Annual Improvements to IAS / IFRSs


In September 2014, POA has issued the below amendments to the standards in relation to Annual Improvements
- 20102012 Cycle and Annual Improvements - 20112013 Cycle. The changes are effective for annual reporting
periods beginning on or after 1 July 2014.
Annual Improvements to IFRSs 20102012 Cycle
IFRS 2 Share-based Payment:
Definitions relating to vesting conditions have changed and performance condition and service condition are defined in
order to clarify various issues. The amendment is effective prospectively.
IFRS 3 Business Combinations
Contingent consideration in a business acquisition that is not classified as equity is subsequently measured at fair
value through profit or loss whether or not it falls within the scope of IFRS 9 Financial Instruments. The amendment is
effective for business combinations prospectively.
IFRS 8 Operating Segments
The changes are as follows: i) Operating segments may be combined/aggregated if they are consistent with the core
principle of the standard. ii) The reconciliation of segment assets to total assets is only required to be disclosed if the
reconciliation is reported to the chief operating decision maker. The amendments are effective retrospectively.
IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets
The amendment to IAS 16.35(a) and IAS 38.80(a) clarifies that revaluation can be performed, as follows:
i) Adjust the gross carrying amount of the asset to market value or ii) determine the market value of the carrying
amount and adjust the gross carrying amount proportionately so that the resulting carrying amount equals the market
value. The amendment is effective retrospectively.
IAS 24 Related Party Disclosures
The amendment clarifies that a management entity an entity that provides key management personnel services is a
related party subject to the related party disclosures. The amendment is effective retrospectively.
Annual Improvements 20112013 Cycle
IFRS 3 Business Combinations
The amendment clarifies that: i) Joint arrangements are outside the scope of IFRS 3, not just joint ventures ii) The scope
exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendment is
effective prospectively.
Amendment to the Basis for Conclusions on IFRS 13 Fair Value Measurement
The portfolio exception in IFRS 13 can be applied to financial assets, financial liabilities and other contracts. The
amendment is effective prospectively.

190

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

IAS 40 Investment Property


The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or
owner-occupied property. The amendment is effective prospectively.
The Group does not expect that these amendments will have significant impact on the financial position or performance
of the Group.
The new standards, amendments and interpretations that are issued by the International Accounting Standards
Board (IASB) but not issued by Public Oversight Authority (POA)
The following standards, interpretations and amendments to existing IFRS standards are issued by the IASB but not
yet effective up to the date of issuance of the financial statements. However, these standards, interpretations and
amendments to existing IFRS standards are not yet adapted/issued by the POA, thus they do not constitute part of
IFRS. The Group will make the necessary changes to its consolidated financial statements after the new standards and
interpretations are issued and become effective under IFRS.
Annual Improvements 20102012 Cycle
IFRS 13 Fair Value Measurement
As clarified in the Basis for Conclusions short-term receivables and payables with no stated interest rates can be held
at invoice amounts when the effect of discounting is immaterial. The amendment is effective immediately.
IFRS 15 Revenue from Contracts with Customers
In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. The new five-step model in the standard
provides the recognition and measurement requirements of revenue. The standard applies to revenue from contracts
with customers and provides a model for the sale of some non-financial assets that are not an output of the entitys
ordinary activities (e.g., the sale of property, plant and equipment or intangibles). IFRS 15 is effective for reporting
periods beginning on or after 1 January 2017, with early adoption permitted. Entities will transition to the new standard
following either a full retrospective approach or a modified retrospective approach. The modified retrospective approach
would allow the standard to be applied beginning with the current period, with no restatement of the comparative
periods, but additional disclosures are required. The Group is in the process of assessing the impact of the standard on
financial position or performance of the Group.
IFRS 9 Financial Instruments - Final standard (2014)
In July 2014 the IASB published the final version of IFRS 9 Financial Instruments. The final version of IFRS 9 brings
together the classification and measurement, impairment and hedge accounting phases of the IASBs project to
replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is built on a logical, single classification
and measurement approach for financial assets that reflects the business model in which they are managed and their
cash flow characteristics. Built upon this is a forward-looking expected credit loss model that will result in more timely
recognition of loan losses and is a single model that is applicable to all financial instruments subject to impairment
accounting. In addition, IFRS 9 addresses the so-called own credit issue, whereby banks and others book gains through
profit or loss as a result of the value of their own debt falling due to a decrease in credit worthiness when they have
elected to measure that debt at fair value. The Standard also includes an improved hedge accounting model to better
link the economics of risk management with its accounting treatment. IFRS 9 is effective for annual periods beginning
on or after 1 January 2018. However, the Standard is available for early application. In addition, the own credit changes
can be early applied in isolation without otherwise changing the accounting for financial instruments. The Group is in
the process of assessing the impact of the standard on financial position or performance of the Group.

191

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

IAS 27 Equity Method in Separate Financial Statements (Amendments to IAS 27)


In August 2014, IASB issued an amendment to IAS 27 to restore the option to use the equity method to account for
investments in subsidiaries and associates in an entitys separate financial statements. Therefore, an entity must
account for these investments either: at cost, in accordance with IFRS 9 (or IAS 39) or using the equity method.
The entity must apply the same accounting for each category of investments. The amendment is effective for annual
periods beginning on or after 1 January 2016. The amendments must be applied retrospectively. Early application is
permitted and must be disclosed. The amendments are not applicable for Group and will not have an impact on the
financial position or performance of the Group.
Annual Improvements to IFRSs - 2012-2014 Cycle
In September 2014, IASB issued their annual cycle of improvements to IFRSs, Annual Improvements to IFRSs
2012-2014 Cycle. The document sets out five amendments to four standards, excluding those standards that are
consequentially amended, and the related Basis for Conclusions. The standards affected and the subjects of the
amendments are:
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations changes in methods of disposal
IFRS 7 Financial Instruments: Disclosures servicing contracts; applicability of the amendments to IFRS 7 to
financial statements
IAS 19 Employee Benefits regional market issue regarding discount rate
The amendments are effective for annual periods beginning on or after 1 January 2016, with earlier application
permitted. The Group is in the process of assessing the impact of the standard on financial position or performance of
the Group.
IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Amendments
In September 2014, IASB issued amendments to IFRS 10 and IAS 28, to address the acknowledged inconsistency
between the requirements in IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is contributed
to an associate or a joint venture, to clarify that an investor recognises a full gain or loss on the sale or contribution
of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture. The
gain or loss resulting from the re-measurement at fair value of an investment retained in a former subsidiary should
be recognised only to the extent of unrelated investors interests in that former subsidiary. An entity shall apply those
amendments prospectively to transactions occurring in annual periods beginning on or after 1 January 2016. Earlier
application is permitted. The amendment is not applicable for the Group and will not have an impact on the financial
position or performance of the Group.
IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10 and
IAS 28)
In December 2014, IASB issued amendments to IFRS 10, IFRS 12 and IAS 28, to address the issues that have arisen
in applying the investment entities exception under IFRS 10 Consolidated Financial Statements. The amendments are
applicable for annual periods beginning on or after 1 January 2016. Earlier application is permitted. The amendment is
not applicable for the Group and will not have an impact on the financial position or performance of the Group.

192

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

IAS 1: Disclosure Initiative (Amendments to IAS 1)


In December 2014, IASB issued amendments to IAS 1. Those amendments include narrow-focus improvements
in the following five areas: Materiality, Disaggregation and subtotals, Notes structure, Disclosure of accounting
policies, Presentation of items of other comprehensive income (OCI) arising from equity accounted investments. The
amendments are applicable for annual periods beginning on or after 1 January 2016. Earlier application is permitted.
These amendments are not expected to have significant impact on the notes to the consolidated financial statements of
the Group.
4. DETERMINATION OF FAIR VALUES
A number of the Groups accounting policies and disclosures require the determination of fair value, for both financial
and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes
based on the following methods. When applicable, further information about the assumptions made in determining fair
values is disclosed in the notes specific to that asset or liability.
i) Property and equipment:
The fair value of property and equipment recognised as a result of a business combination is the estimated amount for
which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arms
length transaction after proper marketing wherein the parties had each acted knowledgeably and willingly. The fair
value of items of equipment, fixtures and fittings is based on the market approach and cost approaches using quoted
market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated
replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
ii) Intangible assets:
The fair value of intangible assets is based on the discounted cash flows expected to be derived from the use and
eventual sale of the assets.
The fair values of customer relationship and DHM licence acquired in a business combination are determined according
to the excess earnings method and depreciated replacement cost approach, respectively.
The airport operation right as an intangible asset is initially recognised at cost, being the fair value of consideration
transferred to acquire the asset, which is the fair value of the consideration received or receivable for the construction
services delivered less any financial asset recognised. The fair value of the consideration received or receivable for
the construction services delivered includes a mark-up on the actual costs incurred to reflect a margin consistent with
other similar construction work. Mark-up rates for TAV zmir, TAV Esenboa, TAV Gazipaa, TAV Macedonia and TAV Ege
are 0%, TAV Tbilisi and TAV Tunisia are 15% and %5 respectively.
iii) Trade and other receivables:
The fair value of trade and other receivables is estimated as the present value of future cash flows discounted at the
market rate of interest at the reporting date. Short-term receivables with no stated interest rate are measured at the
original invoice amount if the effect of discounting is immaterial. This fair value is determined for disclosure purposes
or when acquired in a business combination.

193

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

iv) Derivatives:
The fair value is estimated by discounting the difference between the contractual forward price and the current forward
price for the residual maturity of the contract using a risk-free interest rate (based on government bonds) or option
pricing models.
The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by
discounting estimated future cash flows based on the terms and maturity of each contract and using market interest
rates for a similar instrument at the measurement date.
Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the
Group entity and counterparty when appropriate.
v) Other non-derivative financial liabilities:
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the reporting date.
Fair value hierarchy:
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been
defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
31 December 2014
Interest rate swap
Cross currency swap
Forward

31 December 2013
Interest rate swap
Cross currency swap
Forward

194

TAV 2014 ANNUAL REPORT

Level 1

Level 2

Level 3

(146,342)
9,210
5,590
(131,542)

Level 1

Level 2

Level 3

(111,017)
(10,424)
295
(121,146)

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

5. OPERATING SEGMENTS
Operating Segments:
For management purposes, the Group and its joint ventures are currently organised into four reportable segments;
Terminal Operations, Catering Operations, Duty Free Operations, Ground Handling and Bus Operations. These reportable
segments are the basis on which the Group reports its primary segment information, the principal activities of each are
as follows:
Terminal operations: Operating terminal buildings, the car park and the general aviation terminal, the Group
companies included in this segment are TAV stanbul, TAV Esenboa, TAV zmir, TAV Ege, TAV Milas Bodrum, TAV
Tunisia, TAV Tbilisi, TAV Batumi, Batumi Airport LLC, TAV Macedonia, TAV Gazipaa, TAV Uluslararas Yatrm, Tibah
Development, Tibah Operation, MZLZ, MZLZ Operation and AMS. TAV Tbilisi, TAV Batumi, TAV Tunisia, TAV Macedonia,
TAV Gazipaa, and MZLZ also include the ground handling operations, and parking-apron-taxi ways as they are not
outsourced and are run by the airport.
Catering operations: Managing all food and beverage operations of the terminal, both for the passengers and the
terminal personnel, which is run by BTA, BTA Georgia, BTA Tunisia, BTA Macedonia, Cakes & Bakes, BTA Tedarik, BTA
Danmanlk, BTA Denizyollar, BTU Lokum, BTU Gda, and BTA Medinah.
Duty free operations: Sales of duty free goods for the international arriving and departing passengers. The Group
operates its duty free services through AT, AT Georgia, AT Tunisia, AT Macedonia, AT Latvia, AT Tunisia Duty
Free, Saudi AT, AT Maazaclk and AT Uluslararas Maazaclk.
Ground handling and bus operations: Providing traffic, ramp, flight operation, cargo and all other ground handling
services for domestic and international flights under the Civil Aviation Legislation License. The Group operates the
ground handling services through HAVA, HAVA Europe, HAVA Europe Helsinki, HAVA Europe Stockholm, HAVA
Germany, TAV Gzen, TGS and SAUDI HAVA. HAVA, HYT zmir, HYT Mula and HYT Samsun provides bus operations.
Other: Providing lounge services, IT, security and education services, the Group companies included in this segment
are TAV Holding, TAV Latvia, TAV letme, TAV letme Georgia, TAV letme Tunisia, TAV letme Tunisia Plus, TAV
letme Macedonia, TAV letme Germany, TAV Biliim, TAV Gvenlik, TAV Akademi, TAV Aviation Minds, Aviator
Netherlands and ZAIC-A.
Information regarding the results of each reportable segment is included below. Performance is measured based
on segment operating profit, as included in the internal management reports that are reviewed by the Groups
Management. Segment profit is used to measure performance as management believes that such information is the
most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
Inter-segment pricing is determined on arms length basis.

195

196

TAV 2014 ANNUAL REPORT

295,510

Capital expenditure

Reportable segment liabilities

Other investments

Reportable segment assets

248,630

Reportable segment operating profit


329,776

214,266

(57,187)

11,486
(72,464)

317,140
(317,140)

1,752,239

1,510,013

Terminal Operations
31
31
December December
2014
2013
2,495,409
2,093,849

(61,897)

Depreciation and amortisation

Construction revenue
Construction expenditure

8,411
(80,757)

155,436
(155,436)

Inter-segment revenue

Interest income
Interest expense

157,509

Total external revenues


153,411

Terminal Operations
2014
2013
514,533
482,932

9,042

9,330

(3,162)

206
(296)

17,714

36,237

18,012

Catering Operations
31
31
December December
2014
2013
48,734
29,034

14,401

6,612

(3,865)

331
(654)

20,224

Catering Operations
2014
2013
105,255
90,593

4,773

31,533

(1,378)

971
(1,017)

36,595

25,156

Duty Free Operations


31
31
December December
2014
2013
56,258
37,619

5,606

25,924

(1,998)

503
(361)

Duty Free Operations


2014
2013
277,028
271,550

20,911

40,287

(11,951)

567
(4,686)

253

8,465

29,547

(11,393)

351
(5,507)

357

Ground Handling
and Bus Operations
2014
2013
251,132
238,422

101,994

105,025

Ground Handling and


Bus Operations
31
31
December December
2014
2013
166,128
145,142

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

2,437

2,165

(1,807)

12,949
(12,999)

22,422

325,152

20

273,648

36

Other Operations
31
31
December December
2014
2013
228,694
251,465

3,270

12,467

(2,106)

16,555
(19,425)

23,414

Other Operations
2014
2013
38,355
27,418

354,493

286,841

(74,927)

25,963
(92,283)

317,140
(317,140)

193,904

2013
1,110,915

Total

2,252,217

20

1,931,854

36

Total
31
31
December December
2014
2013
2,995,223
2,557,109

339,698

333,920

(81,817)

26,367
(105,883)

155,436
(155,436)

201,400

2014
1,186,303

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Reconciliations of reportable segment revenues, profit before tax, assets and liabilities and other material items
Revenues
Total revenue for reportable segments
Other revenue
Elimination of inter-segment revenue
Effect of using the equity method for joint ventures
Consolidated revenue

Operating profit
Segment operating profit
Other operating profit
Elimination of inter-segment operating loss
Effect of using the equity method for joint ventures
Consolidated operating profit
Finance income
Finance expense
Consolidated profit before tax
Assets
Total assets for reportable segments
Other assets
Effect of using the equity method for joint ventures
Consolidated total assets
Liabilities
Total liabilities for reportable segments
Other liabilities
Effect of using the equity method for joint ventures
Consolidated total liabilities

2014

2013

1,481,370
61,769
(201,400)
1,341,739
(429,939)
911,800

1,572,119
49,840
(193,904)
1,428,055
(401,987)
1,026,068

2014

2013

321,453
12,467
(4,544)
329,376
(8,544)
320,832
43,545
(98,245)
266,132

284,676
2,165
(3,562)
283,279
(7,278)
276,001
32,237
(120,240)
187,998

31 December 2014

31 December 201

2,766,529
228,694
2,995,223
(348,540)
2,646,683

2,305,644
251,465
2,557,109
(190,775)
2,366,334

31 December 2014

31 December 2013

1,927,065
325,152
2,252,217
(351,228)
1,900,989

1,658,206
273,648
1,931,854
(191,786)
1,740,068

197

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Interest income
Total interest income for reportable segments
Other interest income
Elimination of inter-segment interest income
Effect of using the equity method for joint ventures
Consolidated interest income
Interest expense
Total interest expense for reportable segments
Other interest expense
Elimination of inter-segment interest expense
Effect of using the equity method for joint ventures
Consolidated interest expense

2014

2013

9,812
16,555
(15,187)
11,180
(659)
10,521

13,014
12,949
(10,895)
15,068
(488)
14,580

2014

2013

(86,458)
(19,425)
15,557
(90,326)
445
(89,881)

(79,284)
(12,999)
10,276
(82,007)
775
(81,232)

Geographical information
The main geographical segments of the Group and its joint ventures are comprised of Turkey, Tunisia, Georgia,
Macedonia and Saudi Arabia.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical
location of revenue. Segment assets are based on the geographical location of the assets.
Revenue
Turkey
Tunisia
Georgia
Macedonia
Other
Consolidated revenue
Non-current assets
Turkey
Tunisia
Macedonia
Georgia
Other
Consolidated non-current assets

198

TAV 2014 ANNUAL REPORT

2014
806,130
46,208
34,573
19,335
5,554
911,800

2013
921,796
46,917
32,237
16,989
8,129
1,026,068

31 December 2014
1,119,570
479,582
72,218
63,942
3,022
1,738,334

31 December 2013
940,431
501,096
76,702
64,966
2,738
1,585,933

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

6. CONSTRUCTION REVENUE AND EXPENDITURE


An analysis of the Groups construction revenue and expenditure for years ended
31 December is as follows:

Construction expenditure
Mark-up on construction expenditure
Construction revenue

2014
39,623
39,623

2013
210,357
210,357

Construction revenue and expenditure for the year ended 31 December 2014 and 2013 are related to the construction of
domestic terminal of zmir Adnan Menderes Airport and Alanya Gazipaa Airport.
7. OPERATING REVENUE
An analysis of the Groups operating revenue for the period ended 31 December is as follows:

Aviation income
Commission from sales of duty free goods
Ground handling income
Catering services income
Area allocation income
Income from car parking operations and valet service income
Prime class income
Bus services income
Income from lounge services
Hotel and reservation income
Software sales income
Other operating revenue
Total operating revenue

2014
271,698
227,663
153,702
80,437
37,693
29,693
13,927
13,683
9,327
6,490
6,200
21,664
872,177

2013
247,625
227,450
146,529
75,537
36,919
30,859
7,355
16,321
11,384
6,881
5,330
3,521
815,711

8. OTHER OPERATING INCOME


An analysis of the Groups other operating income for the years ended 31 December is as follows:

Advertising income
Rent income from sublease
Utility and general participation income (*)
Other income
Total other operating income

2014
19,337
13,176
5,632
34,001
72,146

2013
18,131
11,332
4,761
17,716
51,940

(*)
Utility and general participation income consists of net of electricity, water supplies, heat, natural gas expenses which are initially paid by
the Group and charged to the tenants of the terminal according to the m2 of the areas rented.

199

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

9. PERSONNEL EXPENSES
An analysis of the Groups personnel expenses for the years ended 31 December is as follows:
Wages and salaries
Compulsory social security contributions
Employee severance indemnity expenses
Other personnel expenses
Total personnel expenses

2014
185,455
25,348
3,995
19,536
234,334

2013
174,934
24,815
5,189
18,218
223,156

10. CONCESSION AND RENT EXPENSES


An analysis of the Groups concession and rent expenses for the years ended 31 December is as follows:
TAV stanbul (*)
TAV Tunisia (**)
TAV Macedonia (***)
TAV Ege (****)
Total concession and rent expenses

2014
129,202
5,761
829
135,792

2013
128,906
5,095
725
8,714
143,440

Rent expense is related with TAV stanbul, concession rent expense is related with TAV Ege, TAV Tunisia and TAV
Macedonia.
See Note 19.
TAV Tunisia has a concession period of 40 years and annual concession fee is paid based on the annual revenue of Monastir and Enfidha
Airports. The concession fee is computed at an increasing rate between 11% and 26% of the annual revenues. Based on the negotiations
with OACA, the concession fee payable for 2011 is reduced by EUR 4,645, the concession fee payable for 2012 is reduced by at least EUR
5,192, the concession fee payable for 2013 is reduced by at least EUR 5,788 and the concession fee payable for 2014 is reduced by at least
EUR 6,428 and concession fee payables for 2011, 2012, 2013 and 2014 are deferred.
As per the new amendment signed with the Ministry of Public Domain and Real Estate Affairs of Republic of Tunisia, concession payable for
Enfidha International Airport for 2010, as due on 31 January 2013 is reduced by 65% and payment is delayed to 31 July 2015. This reduction
of EUR 3,888 is deducted from the concession rent expense and concession rent payable as of and for the year ended 31 December 2012.
(***)
The concession fee of TAV Macedonia is 15% of the gross annual turnover until the number of passengers using the two airports reaches
to 1 million, and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the
number of passengers.
(****)
The Group has reassessed the accounting treatment regarding the concession agreement which was executed between TAV Ege and
DHM on 16 December 2011 for taking-over the operation of the domestic terminal of zmir Adnan Menderes Airport until 31 December
2032 and renting the international terminal on January 2015 and operating it until 31 December 2032. Accordingly, airport operation right
balance as relating to Domestic Terminal of zmir Adnan Menderes International Airport as of 31 December 2013 has been increased by
EUR 104,772 and concession payable relating to the same contract has been increased by EUR 104,772 (short-term EUR 8,691, long-term
EUR 96,081).
(*)

(**)

200

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

11. OTHER OPERATING EXPENSES


An analysis of the Groups other operating expenses for the years ended 31 December is as follows:

Utility cost
Maintenance expenditures
VAT non-recoverable
Insurance expense
Cleaning expense
Consultancy expense
Traveling and transportation expenses
Rent expense
Advertisement and marketing expenses
Taxes
Communication and stationary expenses
Representation expenses
Security cost
Commission and license expense
Provision expenses
IT license expenses
Other operating expenses
Total other operating expenses

2014
17,717
13,591
13,448
12,026
10,652
10,008
5,807
5,632
4,598
3,933
3,139
3,084
2,728
2,125
966
582
12,210
122,246

2013
17,427
12,528
14,181
11,041
9,951
9,524
4,644
5,326
5,408
3,453
3,239
2,145
1,711
1,554
946
960
7,833
111,871

12. DEPRECIATION AND AMORTISATION


An analysis of the Groups accumulated depreciation and amortisation for the years ended 31 December is as follows:

Airport operation right


Property and equipment
Intangible assets
Total depreciation and amortization expenses

2014
43,564
26,201
4,317
74,082

2013
40,044
24,361
4,285
68,690

201

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

13. FINANCE INCOME AND FINANCE COSTS


Recognised in profit or loss
An analysis of the Groups finance income and finance costs for the years ended 31 December is as follows:
2014
16,981
15,987
10,521
56
43,545

2013
17,530
14,580
127
32,237

Interest expense on financial liabilities and intercompany loans


Foreign exchange loss, net
Commission expense
Other finance costs (**)
Finance costs

(89,881)
(1,642)
(6,722)
(98,245)

(81,232)
(32,235)
(977)
(5,796)
(120,240)

Net finance costs

(54,700)

(88,003)

Discount income, net (*)


Foreign exchange gain, net
Interest income on bank deposits and intercompany loans
Other finance income
Finance income

Discount income includes the net amount of unwinding of discount on guaranteed passenger fee receivables from DHM (concession
receivables) and concession payables amounting to EUR 16,973 (31 December 2013: EUR 17,495).
(**)
Other finance costs include bank charges and consultancy expenses charged in accordance with the requirements of project financing
facilities.
(*)

Recognised in other comprehensive income

Effective portion of changes in fair value of cash flow hedges


Foreign currency translation differences for foreign operations
Tax on cash flow hedge reserves
Finance costs recognised in other comprehensive income, net of
tax

202

TAV 2014 ANNUAL REPORT

2014
(19,807)
3,742
(7,484)

2013
42,466
(6,951)
(12,697)

(23,549)

22,818

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

14. TAX EXPENSE


An analysis of the Groups tax expense for the years ended 31 December is as follows:
Tax recognised in profit or loss

Current tax expense


Current year tax expense
Adjustments for prior years

Deferred tax benefit


Origination and reversal of temporary differences
Change in previously recognised investment incentives
Change in previously recognised tax losses
Total tax expense

2014

2013

61,368
(235)
61,133

39,766
(20)
39,746

(2,007)
(3,651)
(3,037)
(8,695)
52,438

11,728
(4,430)
8,295
15,593
55,339

Tax recognised in other comprehensive income


2014

2013

Before tax Tax expense


Foreign currency translation
differences for foreign operations
Effective portion of changes in fair
value of cash flow hedges
Revaluation of intangible assets
Defined benefit obligation actuarial
differences
Other comprehensive income from
equity accounted investees

Net of
tax

Before tax Tax benefit

Net of
tax

3,742

3,742

(6,951)

(6,951)

(19,807)
-

(7,484)
-

(27,291)
-

42,466
68

(12,697)
-

29,769
68

(1,081)

216

(865)

(31)

(25)

(947)
(18,093)

418
(6,850)

(529)
(24,943)

(6,976)
28,576

16
(12,675)

(6,960)
15,901

203

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Reconciliation of effective tax rate


The reported tax expenses for the years ended 31 December 2014 and 2013 are different than the amounts computed
by applying the statutory tax rate to profit before tax of the Group, as shown in the following reconciliation:
%

2014
213,694
52,438
266,132

2013
132,659
55,339
187,998

20

53,226

20

37,600

2,294

2,417

(2)

(4,161)

6,187

(1)
-

(3,651)
(1,011)
(162)
37

(2)
1
3

(4,430)
(23)
1,262
5,849

5,718

10,809

(1)
-

(3,642)
(235)

(1)
-

(2,443)
(20)

5
(3)
(1)
20

13,208
(7,010)
(2,173)
52,438

2
(4)
1
29

3,239
(6,785)
1,677
55,339

Profit for the year


Total tax expense
Profit before tax
Tax using the Companys domestic tax rate
Tax effects of:
- non deductible expenses
- translation of non-monetary
items according to IAS 21
- change in previously recognised
investment incentives
- tax exempt income
- translation effect on recognised tax losses
- change in previously recognised tax losses
- current year losses for which no
deferred tax asset is recognised
- effect of different tax rates for
foreign jurisdictions
- over provided in prior years
- change in unrecognized
temporary differences
- adjustment for equity accounted investees
- other consolidation adjustments
Tax expense
Corporate tax:

Corporate tax provision


Adjustments for prior years
Add: taxes payable from previous year
Less: corporation taxes paid during the year
Current tax liabilities

204

TAV 2014 ANNUAL REPORT

2014
61,368
(235)
10,391
(55,215)
16,309

2013
39,766
(20)
7,805
(37,160)
10,391

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Turkey
The Turkish entities within the Group are subject to Turkish corporate taxes. Provision is made in the accompanying
consolidated financial statements for the estimated charge based on the each of the Group entities results for the
period.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding
back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and
investment incentives utilised.
In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate at 31 December
2014 is 20% (31 December 2013: 20%). Losses can be carried forward for offsetting against future taxable income for
up to 5 years. Losses cannot be carried back.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax
returns between 1-25 April following the close of the accounting year to which they relate. Tax authorities may, however,
examine such returns and the underlying accounting records and may revise assessments within five years.
Georgia
Georgian corporate income tax is levied at a rate of 15% on income less deductible expenses.
Tunisia
Tunisian corporate income tax is levied at a rate of 25% on income less deductible expenses (31 December 2013: 30%).
The corporate income tax is reduced to 25% effective from
1 January 2014.
Macedonia
Macedonian corporate income tax is levied at a rate of 10% on income less deductible expenses as from 2014 onwards
(including determination of 2014 CIT). Losses can be carried forward for 3 years.
Latvia
Latvian corporate income is levied at a rate of 15% on income less deductible expenses.
Investment allowance:
The Temporary Article 69 added to the Income Tax Law no.193 with the Law no.5479, which became effective starting
from 1 January 2006, upon being promulgated in the Official Gazette no. 26133 dated 8 April 2006, stating that
taxpayers can deduct the amount of the investment allowance exemption which they are entitled to according to
legislative provisions effective at 31 December 2005 (including rulings on the tax rate) only from the taxable income of
2006, 2007 and 2008. Accordingly, the investment incentive allowance practice was ended as of 1 January 2006. At this
perspective, an investment allowance which cannot be deducted partially or fully in three years time was not allowed
to be carried forward to the following years and became unavailable as of 31 December 2008. On the other hand, the
Article 19 of the Income Tax Law was annulled and the investment allowance practice was ended as of 1 January 2006
with effectiveness of the Article 2 and the Article 15 of the Law no. 5479 and the investment allowance rights on the
investment expenditures incurred during the period of 1 January 2006 and 8 April 2006 became unavailable.

205

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

However, at 15 October 2009, the Turkish Constitutional Court decided to cancel the clause no. 2 of the Article 15 of the
Law no. 5479 and the expressions of 2006, 2007, 2008 in the Temporary Article 69 related to investment allowance
mentioned above that enables effectiveness of the Law as of 1 January 2006 rather than 8 April 2006, since it is against
the Constitution. Accordingly, the time limitations for the carried forward investment allowances that were entitled
to in the previous period of mentioned date and the limitations related with the investments expenditures incurred
between the issuance date of the Law promulgated and 1 January 2006 were eliminated. According to the decision of
Turkish Constitutional Court, cancellation related with the investment allowance became effective with promulgation of
the decision on the Official Gazette and the decision of the Turkish Constitutional Court was promulgated in the Official
Gazette no. 27456 dated 8 January 2010.
According to the decision mentioned above, the investment allowances carried forward to the year 2006 due to the lack
of taxable income and the investment allowances earned through the investments started before 1 January 2006 and
continued after that date constituting economic and technical integrity will be used not only in 2006, 2007 and 2008,
but also in the following years. In addition, 40% of investment expenditures that are realized between 1 January 2006
and 8 April 2006, within the context of the Article 19 of the Income Tax Law will have the right for investment allowance
exemption.
The Article 5 of the Law no. 6009 Law on the Amendment of the Income Tax Law and Certain Laws and Decree Laws
which was promulgated in the Official Gazette on 1 August 2010 regulated the amount of investment incentive to be
benefited in computing the corporate tax base after the cancellation of the Article no.2 of the Law no. 5479. According
to the Law no. 6009, the taxpayers were allowed to benefit from the investment incentive stemming from the periods
before the promulgation of the Law no. 5479, up to 25% of the taxable income of the respective tax period. Such change
is effective including the fiscal year ending on 31 December 2011.
However, on 9 February 2012, the Turkish Constitutional Court decided to cancel the Article 5 of the Law no. 6009 and
stay of execution of the article was promulgated in the Official Gazette no. 28208 dated 18 February 2012. Accordingly,
taxpayers are allowed to benefit from the investment incentive without any limitation. The annulment of the article was
promulgated in the Official Gazette no. 28719 dated 26 July 2013.
Income withholding tax:
According to Corporate Tax Law code numbered 5520 article 15, companies who are resident in Turkey, should calculate
15% income withholding tax on dividends distributed to non-resident companies, individuals and resident individuals.
Where there is a tax treaty between Turkey and the country of the dividend recipient is a resident taxpayer, the
applicable rate might be less than the local rate. Undistributed dividends incorporated in share capital are not subject to
income withholding taxes.
Transfer pricing regulations:
In Turkey, the transfer pricing provisions have been stated under the Article 13 of Corporate Tax Law with the heading of
disguised profit distribution via transfer pricing. The General Communiqu on disguised profit distribution via Transfer
Pricing, dated 18 November 2007 sets details about implementation.
If a taxpayer enters into transactions regarding sale or purchase of goods and services with related parties, where the
prices are not set in accordance with arms length principle, then related profits are considered to be distributed in a
disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted
as tax deductible for corporate income tax purposes.

206

TAV 2014 ANNUAL REPORT

207

(**)

(*)

262
6
5
273

393
7,595

(14)
261

(682)
7,202
7,202

Buildings
275

Land
7,884

(114)
4,779
(5,275)
86
74,094

74,618

(590)
3,044
(2,055)
74,619

Machinery and
equipment
74,220

313
8,608
(4,373)
32,100

27,552

(857)
1,098
(203)
27,552

Vehicles
27,514

There is no capitalised borrowing cost on property and equipment during 2014 (31 December 2013: None).
Transfer amounting to EUR 394 comprises transfer to intangible assets as at 31 December 2014 (31 December 2013: EUR 19).

Balance at 1 January 2014


Effect of movements in exchange
rates
Additions (*)
Disposals
Transfers (**)
Balance at 31 December 2014

Cost
Balance at 1 January 2013
Effect of movements in exchange
rates
Additions (*)
Disposals
Transfers (**)
Balance at 31 December 2013

15. PROPERTY AND EQUIPMENT

207
6,514
(470)
662
36,194

29,281

(2,492)
4,302
(371)
152
29,281

Furniture and
fixtures
27,690

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

738
14,024
(3,571)
23,831
189,345

154,323

(2,628)
4,918
(202)
13,664
154,323

339
20,886
(1,740)
(24,973)
8,727

14,215

(2,957)
17,571
(20)
(13,835)
14,215

Leaseholds Construction in
improvements
progress
138,571
13,456

1,882
54,816
(15,429)
(394)
348,328

307,453

(10,220)
30,933
(2,851)
(19)
307,453

Total
289,610

208

TAV 2014 ANNUAL REPORT


-

Balance at 1 January 2014


Effect of movements in exchange rates
Depreciation for the year
Disposals
Balance at 31 December 2014

7,202
7,595

At 31 December 2013

At 31 December 2014

Carrying amounts

Accumulated depreciation
Balance at 1 January 2013
Effect of movements in exchange rates
Depreciation for the year
Disposals
Balance at 31 December 2013

Land

90

100

161
6
16
183

148
(9)
22
161

Buildings

20,036

21,248

53,371
116
2,800
(2,229)
54,058

51,720
(461)
2,887
(775)
53,371

Machinery and
equipment

15,304

9,347

18,205
246
2,102
(3,757)
16,796

16,835
(438)
1,920
(112)
18,205

Vehicles

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

13,544

10,284

18,997
455
3,464
(266)
22,650

17,996
(1,701)
2,946
(244)
18,997

114,599

94,471

59,852
331
17,819
(3,256)
74,746

44,607
(1,159)
16,586
(182)
59,852

8,727

14,215

Furniture and
Leaseholds Construction in
fixtures improvements
progress

179,895

156,867

150,586
1,154
26,201
(9,508)
168,433

131,306
(3,768)
24,361
(1,313)
150,586

Total

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

16. INTANGIBLE ASSETS


Purchased
software and
brandmarks

Internally
generated
software

Customer
relationships

DHM
license

Total

Cost
Balance at 1 January 2013
Effect of movements in exchange rates
Additions
Transfers from construction in progress (*)
Balance at 31 December 2013

14,904
(532)
1,202
19
15,593

4,149
4,149

25,650
25,650

5,324
5,324

50,027
(532)
1,202
19
50,716

Balance at 1 January 2014


Effect of movements in exchange rates
Additions
Disposals
Transfers from construction in progress (*)
Balance at 31 December 2014

15,593
112
2,064
(2,287)
394
15,876

4,149
4,149

25,650
25,650

5,324
5,324

50,716
112
2,064
(2,287)
394
50,999

Accumulated amortisation
Balance at 1 January 2013
Effect of movements in exchange rates
Amortisation for the year
Balance at 31 December 2013

11,182
(435)
1,534
12,281

1,631
293
1,924

14,305
2,458
16,763

27,118
(435)
4,285
30,968

Balance at 1 January 2014


Effect of movements in exchange rates
Amortisation for the year
Disposals
Balance at 31 December 2014

12,281
95
1,635
(2,222)
11,789

1,924
224
2,148

16,763
2,458
19,221

30,968
95
4,317
(2,222)
33,158

Carrying amounts
At 31 December 2013

3,312

2,225

8,887

5,324

19,748

At 31 December 2014

4,087

2,001

6,429

5,324

17,841

Transfers amounting to EUR 394 are related with construction in progress as of 31 December 2014
(31 December 2013: EUR 19).
(*)

209

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

DHM licenses acquired through the purchase of HAVA shares in years 2005 and 2007 were recognised with indefinite
useful lives since there is no foreseeable limit to the period over which they are expected to generate net cash inflows.
The useful life of DHM license associated with the acquisition of HAVA was deemed indefinite since;
without these licenses ground handling companies could not operate,
it is difficult to obtain the licence, which requires high pre-operational costs and procurement of workforce and
equipment required to deliver ground handling services
the continuity of the license requires low annual payments compared to initial license cost.
The replacement cost method was used in order to determine the fair value of the DHMI licences for impairment testing.
As a result of the impairment testing no impairment was recognized.
Goodwill
An analysis of goodwill as at 31 December 2014 and 2013 is as follows:

Balance at 1 January
Goodwill impairment
Balance at the end of the year

31 December 2014
136,149
(318)
135,831

31 December 2013
136,149
136,149

Goodwill is related with the CGUs HAVA, HAVA Europe and TAV Tbilisi as at 31 December 2014 and 2013.
Impairment testing for CGUs
For the purpose of impairment testing, goodwill is allocated to CGUs. The aggregate carrying amounts of goodwill
allocated to each CGU are as follows:

HAVA
TAV Tbilisi
HAVA Europe

31 December 2014
131,565
3,858
408
135,831

31 December 2013
131,565
3,858
726
136,149

A valuation for the fair values of HAVA, TAV Tbilisi and HAVA Europe as three separate CGUs was performed by an
independent valuation expert. The income and market approaches were used to determine the fair values of HAVA, TAV
Tbilisi and HAVA Europe. In the analysis, income approach (discounted cash flow method) was mostly used, with lower
weightings applied to the value of HAVA, TAV Tbilisi and HAVA Europe resulting from the Guideline Transaction and
Company methods.

210

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

25-year business plan prepared by the management for HAVA and 13-year business plan prepared by the
management for TAV Tbilisi were used in the valuation of companies. The growth in business plan of HAVA and TAV
Tbilisi is driven by the opportunities in companies businesses and addition of new customers.
As a result of the impairment testing performed on CGU basis, no impairment loss was recognised for HAVA and TAV
Tbilisi and EUR 318 impairment loss was recognized for HAVA Europe as at 31 December 2014.
Key assumptions used in discounted cash flow projections
Key assumptions used in calculation of recoverable amounts are discount rates and terminal growth rates. These
assumptions are as follows:

HAVA
TAV Tbilisi
HAVA Europe

Pre-tax discount rate


14.6%
18.0%
12.0%

Terminal growth rate


2.0%
2.5%

Discount rate
The discount rates used in discounted cash flows are the weighted average cost of capitals (WACC) of the companies.
Terminal growth rate for HAVA is determined as 2.0% and HAVA Europe as 2.5%. Since TAV Tbilisi has a limited life,
terminal growth rate is not used in the valuation.
Market Approach
The Guideline Transaction Method utilises valuation multiples based on actual transactions that have occurred in the
subject companys industry. These derived multiples are then applied to the appropriate operating data of the subject
company to arrive at an indication of fair market value. Guideline Company Method focuses on comparing the subject
company to guideline publicly-traded companies.

211

212

TAV 2014 ANNUAL REPORT


-

111,500
(111,500)
-

Ankara
Esenboa
International
Airport

80,469
80,469

80,469
80,469
80,469
82,397
4,492
86,889

90,198
90,198
(7,801)
82,397
515,959
515,959

515,959
515,959
515,959

International
Terminal of
zmir Adnan
Menderes
Tbilisi
Enfidha
International International International
Airport
Airport
Airport

21,768
7,155
28,923

21,768
21,768
21,768

86,736
86,736

86,736
86,736
86,736

359,294
36,176
395,470

38,549
110,388
148,937
210,357
359,294

Domestic
Terminal of
zmir Adnan
Antalya
Skopje
Menderes
Gazipaa International International
Airport
Airport
Airport

118,051
118,051

MilasBodrum
Airport

1,146,623
4,492
161,382
1,312,497

945,179
(1,112)
944,067
(7,801)
210,357
1,146,623

Total

(*)
Borrowing costs amounting to EUR 4,278 are capitalised on airport operation right in 2014 (31 December 2013: EUR 8,836). The capitalisation rate used to determine the amount of borrowing costs eligible
for capitalisation is 100%.

Balance at 1 January 2014


Effect of movements in exchange rates
Additions (*)
Balance at 31 December 2014

Cost
Balance at 1 January 2013 as previously
reported
Changes in accounting policies (Note 2(e))
Balance at 1 January 2013 as restated
Effect of movements in exchange rates
Additions (*)
Balance at 31 December 2013

17. AIRPORT OPERATION RIGHT

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

213

Carrying amounts
At 31 December 2013
At 31 December 2014

41,697
(41,697)
-

Balance at 1 January 2014


Effect of movements in exchange rates
Amortisation for the year
Balance at 31 December 2014

Accumulated amortisation
Balance at 1 January 2013 as previously
reported
Changes in accounting policies (Note 2(e))
Balance at 1 January 2013 as restated
Effect of movements in exchange rates
Amortisation for the year
Balance at 31 December 2013

Ankara
Esenboa
International
Airport

9,545
241

70,924
9,304
80,228

61,165
61,165
9,759
70,924

51,070
49,257

31,327
2,305
4,000
37,632

29,992
29,992
(2,912)
4,247
31,327

462,834
448,966

53,125
13,868
66,993

39,402
39,402
13,723
53,125

International
Terminal of
zmir Adnan
Menderes
Tbilisi
Enfidha
International International International
Airport
Airport
Airport

18,652
24,774

3,116
1,033
4,149

2,199
2,199
917
3,116

75,744
71,059

10,992
4,685
15,677

6,309
6,309
4,683
10,992

353,679
380,214

5,615
9,641
15,256

2,654
2,654
2,961
5,615

Domestic
Terminal of
zmir Adnan
Antalya
Skopje
Menderes
Gazipaa International International
Airport
Airport
Airport

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

117,021

1,030
1,030

MilasBodrum
Airaport

971,524
1,091,532

175,099
2,305
43,561
220,965

180,764
(39,043)
141,721
(2,912)
36,290
175,099

Total

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

18. OTHER INVESTMENTS


Non-current investments
At 31 December 2014 and 2013, non-current investments comprised the following:

Ownership %
Unlisted entities
TAV Havaclk A.. (TAV Havaclk)

1.00

31 December
2014

31 December
2013

16
16

24
24

19. PREPAID CONCESSION AND RENT EXPENSES


An analysis of the Groups prepaid rent expenses as at 31 December 2014 and 2013 are as follows:

31 December 2014
Balance at 31 December 2013
Concession and rent payments
Current year rent expense TAV stanbul
Balance at 31 December 2014
Represented as current prepaid concession and rent
expense
Represented as non-current prepaid concession and rent
expense

31 December 2013
Balance at 31 December 2012 as previously reported
Changes in accounting policies (Note 2(e))
Balance at 31 December 2012 as restated
Concession and rent payments
Current year rent expense TAV stanbul
Balance at 31 December 2013
Represented as current prepaid concession and rent
expense
Represented as non-current prepaid concession and rent
expense

214

TAV 2014 ANNUAL REPORT

Concession and
rent
129,924
102,797
(126,124)
106,597

Prepaid
development
expenditures
21,590
(3,078)
18,512

Total
151,514
102,797
(129,202)
125,109

106,597

3,078

109,675

15,434

15,434

Concession and
rent
170,078
(21,785)
148,293
107,458
(125,827)
129,924

Prepaid
development
expenditures
24,669
24,669
(3,079)
21,590

Total
194,747
(21,785)
172,962
107,458
(128,906)
151,514

126,123

3,079

129,202

3,801

18,511

22,312

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Rent:
The total rent associated with the rent agreement of TAV stanbul is USD 2,543,000 plus VAT (equivalent to EUR
1,848,297 as at 31 December 2013). TAV stanbul paid in advance 23% of the total amount plus VAT as required by the
Rent Agreement. A payment representing 5.5% of the total rent amount will be made within the first five workdays of
each rental year following the first rental year. Below is the payment schedule per the Rent Agreement, excluding VAT,
as at 31 December 2014:

Year
2015
2016
2017
2018
After 2019 to 2020

Amount
(US Dollar)
139,865
139,865
139,865
139,865
279,730
839,190

Amount
(Euro)
114,983
114,983
114,983
114,983
229,966
689,898

Prepaid development expenditures:


Prepaid development expenditures represent costs incurred by TAV stanbul related to the installation of EDS Security
Systems (EDS) for the International and Domestic Lines Terminals, and various re-design at the exterior of the
Domestic Lines Terminal as required by the Rent Agreement.

20. DEFERRED TAX ASSETS AND LIABILITIES


The Group recognises deferred tax assets and liabilities in respect of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. These
differences usually result in the recognition of revenue and expenses in different reporting periods for IFRS and tax
purposes and they are given below.
For calculation of deferred tax asset and liabilities, the rate of 20% for subsidiaries and joint ventures in Turkey (31
December 2013: 20%), the rate of 15% for subsidiaries and joint ventures in Georgia and Latvia (31 December 2013:
15%), the rate of 25% for subsidiaries in Tunisia (31 December 2013: 25%) and the rate of 10% for subsidiaries in
Macedonia (31 December 2013: 10%) are used.

215

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Recognised deferred tax assets and liabilities


As at 31 December 2014 and 2013, deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
31 December 31 December 31 December 31 December 31 December 31 December
2014
2013
2014
2013
2014
2013
Property and equipment,
airport operation right, and
intangible assets
Prepaid concession and rent
expenses
Trade and other receivables
and payables
Derivatives
Loans and borrowings
Reserve for employee
severance indemnity
Provisions
Tax loss carry-forwards
Investment incentives
Other items
Deferred tax assets /
(liabilities)
Set-off of tax
Net deferred tax assets /
(liabilities)

216

TAV 2014 ANNUAL REPORT

830

1,452

(11,421)

(14,765)

(10,591)

(13,313)

77

(1,029)

(5,582)

(952)

(5,582)

37
18,267
4,122

78
26,011
10,598

(125)
(1,118)
(2,723)

(72)
(72)
(2,858)

(88)
17,149
1,399

6
25,939
7,740

2,742
1,250
17,542
37,690
3,668

2,248
1,003
14,505
34,039
2,008

(272)

2,742
1,250
17,542
37,690
3,668

2,248
1,003
14,505
34,039
1,736

86,225
(13,100)

91,942
(19,735)

(16,416)
13,100

(23,621)
19,735

69,809
-

68,321
-

73,125

72,207

(3,316)

(3,886)

69,809

68,321

217

Property and equipment, airport operation right and other intangible


assets
Prepaid concession and rent expenses
Trade and other receivables and payables
Derivatives
Loans and borrowings
Reserve for employee severance indemnity
Provisions
Tax loss carry-forwards
Investment incentives
Other items
Tax assets / (liabilities)

Movements in temporary differences during the year

(2,420)
(5,150)
1,787
39,016
5,122
2,759
1,049
22,800
29,609
2,203
96,775

Balance at
1 January
2013
(10,719)
(432)
(1,781)
(380)
2,618
(521)
(46)
(8,295)
4,430
(467)
(15,593)

(12,697)
10
(12,687)

Recognised
in other
Recognised in comprehensive
profit or loss
income
(174)
(174)

Effect of
changes
in foreign
exchange rate

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(13,313)
(5,582)
6
25,939
7,740
2,248
1,003
14,505
34,039
1,736
68,321

Balance at
31 December
2013

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES

2,649
4,630
(94)
(1,306)
(6,341)
290
247
3,037
3,651
1,932
8,695

(7,484)
204
(7,280)

Recognisedin
other
Recognised in comprehensive
profit or loss
income

73
73

Effect of
changes
in foreign
exchange rate

(10,591)
(952)
(88)
17,149
1,399
2,742
1,250
17,542
37,690
3,668
69,809

Balance at
31 December
2014

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

At the reporting date, the Group has unused tax losses of EUR 388,679 (31 December 2013: EUR 310,630) available for
offset against future profits. Tax losses can be carried forward for five years under the current tax legislation. Deferred
tax asset amounting to EUR 17,542 related with the unused tax losses (31 December 2013: EUR 14,505) is recognised
as at 31 December 2014, since it is assessed as probable that sufficient future taxable profits will be available, through
increase in passenger numbers and improved operational performance in the following years, against which the
unused tax losses amounting to EUR 71,571 can be utilised before they expire. Total tax loss carry forwards will expire
as follows:

Expire in year 2014


Expire in year 2015
Expire in year 2016
Expire in year 2017
Expire in year 2018 and after
Total

31 December 2014
28,154
13,407
33,788
313,330
388,679

31 December 2013
63,189
7,460
9,856
35,290
194,835
310,630

Recognized tax loss carry forwards amounting to EUR 66,200 (31 December 2013: EUR 54,301) arise from TAV Tunisias
losses, and can be carried forward without any time restriction.
As per the annulment decision of the Turkish Constitutional Court (see Note 14) in 2012, TAV Esenboa and TAV
zmir, consolidated subsidiaries of the Group, are subject to investment allowance ruling and can use their available
allowances to reduce their taxable corporate income without any time limitations. Accordingly, deferred tax asset
amounting to EUR 37,690 (31 December 2013: EUR 34,039) on such investment allowance of TAV Esenboa and TAV
zmir is recorded in the accompanying consolidated financial statements as at 31 December 2014 since it is assessed
as probable that TAV Esenboa and TAV zmir will use their right of deducting investment allowances from their
corporate income after deducting carry forward tax losses to the extent that sufficient future taxable profits will be
available till the end of their concession periods.
Unrecognised deferred tax assets and liabilities
Unrecognised deferred tax assets as at 31 December 2014 and 2013 are as follows:

Tax loss carry-forwards

31 December 2014
68,639
68,639

31 December 2013
58,965
58,965

The tax incentives do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of
the investment incentives and tax loss carry forwards where it is not probable that future taxable profit will be available
against which the Group can utilise the benefits there from till the end of concession periods.
As at 31 December 2014, a deferred tax liability of EUR 46,481 (31 December 2013: EUR 51,212) related to investments
in subsidiaries and joint ventures was not recognised since it is not assessed as probable that the temporary difference
will reverse in the foreseeable future.

218

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

21. INVENTORIES
At 31 December 2014 and 2013, inventories comprised the following:

Spare parts and other inventories


Catering inventories

31 December 2014
5,804
4,234
10,038

31 December 2013
5,909
1,642
7,551

22. OTHER RECEIVABLES, CURRENT AND NON-CURRENT ASSETS


At 31 December 2014 and 2013, other receivables and current assets comprised the following:
Other receivables and current assets
Advances to suppliers (*)
VAT deductible
Prepaid taxes and funds
Other prepaid expense
Income accruals
Prepaid insurance
Business advances given
Other receivables

31 December 2014
174,280
7,740
4,623
2,052
1,805
1,560
204
5,739
198,003

31 December 2013
43,358
3,802
2,800
1,410
1,618
5,381
5,056
2,732
66,157

(*)
At 31 December 2014 advances to suppliers comprise of the advances payments to DHM by TAV Ege (EUR 61,915) and by TAV Milas
Bodrum (EUR 107,550) related with concession agreements.

23. TRADE RECEIVABLES


At 31 December 2014 and 2013, trade receivables comprised the following:
Trade receivables:
Trade receivables (*)
Guaranteed passenger fee receivable from DHM (**)
Doubtful receivables
Allowance for doubtful receivables (-)
Notes receivable

Non-current trade receivables:


Guaranteed passenger fee receivable from DHM (**)

31 December 2014
91,236
17,662
11,187
(11,187)
1,083
109,981

31 December 2013
55,734
25,558
9,603
(9,603)
375
81,667

107,273
107,273

113,388
113,388

Allowance for doubtful receivables has been determined by reference to past default experience.
Pledges on trade receivables are disclosed in Note 28 and 37.
Guaranteed passenger fee receivable represents the remaining discounted guaranteed passenger fee to be received from DHM
according to the agreements made for the operations of Ankara Esenboa Airport and zmir Adnan Menderes Airport as a result of IFRIC 12
application.

(*)

(**)

219

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

24. CASH AND CASH EQUIVALENTS


At 31 December 2014 and 2013, cash and cash equivalents comprised the following:

Cash on hand
Cash at banks
- Demand deposits
- Time deposits
Other liquid assets
Cash and cash equivalents
Bank overdrafts used for cash management purposes
Cash and cash equivalents in the statement of cash flows

31 December
2014
766

31 December
2013
577

19,122
36,547
1,146
57,581
(2,319)
55,262

41,812
54,654
779
97,822
(1,610)
96,212

The details of the Groups time deposits, maturities and interest rates as at 31 December 2014 and 2013 are as follows:
31 December 2014
Original Currency
EUR
USD
TRL

Maturity
January 2015
February 2015
January 2015

Interest rate %
0.05 - 2.30
0.15 - 2.80
7.50 - 9.75

Balance
21,063
12,479
3,005
36,547

31 December 2013
Original Currency
TRL
USD
EUR

Maturity
January - February 2014
January 2014
January 2014

Interest rate %
0.20 - 3.70
6.50 - 9.60
0.35 - 1.00

Balance
45,719
6,473
2,462
54,654

The Groups exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in
Note 36.
There is no blockage or restriction on the use of cash and cash equivalents as at 31 December 2014 and 2013.

220

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

25. RESTRICTED BANK BALANCES


At 31 December 2014 and 2013, restricted bank balances comprised the following:

Project reserve and funding accounts (*)


Cash collaterals (**)

31 December 2014
380,997
10,883
391,880

31 December 2013
370,681
11,258
381,939

(*)
Certain subsidiaries, namely TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Macedonia and TAV Ege and (the Borrowers) opened Project
Accounts designated mainly in order to reserve required amount of debt services, lease payment to DHM based on agreements with their
lenders. As a result of pledges regarding the project bank loans as explained in Note 28, all cash except for cash on hand are classified in
these accounts for TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Ege and TAV Macedonia. Based on these agreements, the Group can access
and use such restricted cash as per the conditions and cascade defined in respective loan agreements. The project accounts should be used
for predetermined purposes, such as, operational expenses, loan repayments or rent payments to airport administrations, tax payments,
debt service, etc.
(**)
Cash collaterals include the time deposit provided by HAVA as guarantee for its bank loan.

31 December 2014
Original Currency
EUR
USD
TRL
Other

Interest rate %
0.05 - 2.00
0.25 - 2.25
7.50 - 10.30

Balance
229,656
149,008
13,175
41
391,880

31 December 2013
Original Currency
EUR
USD
TRL
Other

Interest rate %
0.20-2.85
0.35-2.75
5.50-9.30

Balance
165,873
113,994
102,049
23
381,939

221

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

26. CAPITAL AND RESERVES


At 31 December 2014 and 2013, the shareholding structure of the Company was as follows:
Shareholders
Tank WA alpha GmbH (*)
Akfen Holding A.. (Akfen Holding)
Tepe naat Sanayi A.. (Tepe naat)
Sera Yap
Other non-floated
Other free float
Paid in capital in TRL (nominal)

(%)
38.00
8.12
8.06
2.03
3.52
40.27
100.00

Paid in capital in EUR (nominal) as at 31 December 2014


Effect of non-cash increases and exchange rates
Paid in capital EUR
Shareholders
Tank WA alpha GmbH (*)
Akfen Holding A.. (Akfen Holding)
Tepe naat Sanayi A.. (Tepe naat)
Sera Yap
Other non-floated
Other free float
Paid in capital in TRL (nominal)
Paid in capital in EUR (nominal) as at 31 December 2013
Effect of non-cash increases and exchange rates
Paid in capital EUR

31 December 2014
138,047
29,495
29,274
7,379
12,775
146,311
363,281
128,791
33,593
162,384

(%)
38.00
8.12
8.06
2.03
3.52
40.27
100.00

31 December 2013
138,047
29,495
29,274
7,379
12,775
146,311
363,281
132,179
30,205
162,384

(*)
The purchase agreement of 38% of the Companys shares by Tank WA alpha GmbH which is a wholly owned subsidiary of Aroports de
Paris had been signed on 16 May 2012.

The Companys share capital consists of 363,281,250 shares amounting to TRL 363,281 as at 31 December 2014 (31
December 2013: 363,281,250 shares amounting to TRL 363,281).
Legal reserves
According to the Turkish Commercial Code (TCC), legal reserves are comprised of first and second legal reserves.
The first legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed in the
Companys statutory accounts until it reaches 20 percent of paid-in share capital. If the dividend distribution is made
in accordance with Dividend Distribution Communiqu II-19.1, a further 1/10 of dividend distributions, in excess of 5
percent of paid-in capital is to be appropriated to increase second legal reserves. If the dividend distribution is made in
accordance with statutory records, a further 1/11 of dividend distributions, in excess of 5 percent of paid-in capitals are
to be appropriated to increase second legal reserves. Under the TCC, the legal reserves can be used only to offset losses
and are not available for any other usage unless they exceed 50 percent of paid-in capital. At 31 December 2014, legal
reserves of the Group amounted to EUR 85,528 (31 December 2013: EUR 78,416).

222

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Non-controlling interests
Equity in a subsidiary that is not attributable, directly or indirectly, to a parent is classified under the Non-controlling
interests in the consolidated financial statements.
As at 31 December 2014 and 2013 the related amounts in the Non-controlling interests in the consolidated statement
of financial position are respectively EUR 17,173 and EUR 32,431. In addition, net profit or loss in a subsidiary that is not
attributable, directly or indirectly, to a parent is also classified under the Non-controlling interests in the consolidated
financial statements. As at 31 December 2014 and 2013, profit amounts attributable to non-controlling interests in the
consolidated statement of comprehensive loss and income are respectively EUR 11,144 and EUR 1,387.
Dividend distribution
Publicly held companies distribute dividends based on the Capital Market Board (CMB) Dividend Communique
numbered II-19.1 effective from 1 February 2014.
Companies distribute their profits in accordance with their dividend policy determined by the General Assembly
and with General Assembly resolution in accordance with provisions of the relevant legislation. According to the
aforementioned communique, 50% distribution rate has been determined. Companies pay dividends according to their
articles of association or dividend distribution policy. In addition, dividends may be paid in equal or different amount of
installments, and cash dividend advances may be distributed over profit for the period presented in interim financial
statements.
In 2014 the Company distributed dividends to the shareholders amounting to EUR 65,209 (TRL 199,009) from the
Companys distributable profits computed for 2013. Dividends per share is full EUR 0.18 (full TRL 0.55).
The Board of Directors of the Company has decided to distribute dividend amounting to TRL 306,053 (equivalent to
EUR 109,192) in cash from the profit for the year 2014 with the decision numbered 2015/4 as of 19 February 2015. The
decision will be presented to the General Assembly for the approval. Dividend per share will be full EUR 0.30 (full TRL
0.84).
Share premium
Excess amount of selling price and nominal value for each share was recorded as share premium in equity.
Revaluation surplus
The revaluation surplus comprises the revaluation of intangible assets acquired in a business combination until the
investments are derecognised or impaired.
Purchase of shares of entities under common control
The purchases of the shares of entities that are under common control are accounted for at book values. The net
amount of consideration paid over the book value of the net assets acquired is recognised directly in equity.
Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet occurred, net of tax.

223

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
Other reserves
Other reserve comprises all gain or loss realized on sale or purchase of non-controlling interest without a change in
control in a subsidiary.
In 2012, TAV Holding acquired 35% of HAVAs shares from Private Equity and HSBC Principal Investments in return
for EUR 80,000. As a result, TAV Holdings share in HAVA increased to 100% and HAVA is fully consolidated without
any non-controlling interest ownership. The effect of this transaction is recognised as an equity transaction as other
reserves in the consolidated financial statements.
27. EARNINGS PER SHARE
The calculation of basic and diluted EPS at 31 December 2014 was based on the profit attributable to ordinary
shareholders of EUR 218,383 (31 December 2013: EUR 132,894) and a weighted average number of ordinary shares
outstanding of 363,281,250 (31 December 2013: 363,281,250), as follows:

Numerator:
Profit for the year attributable to owners of the Company
Denominator:
Weighted average number of shares
Basic and diluted profit per share (full EUR)

Issued ordinary shares at 1 January


Effect of shares issued during the year
Weighted average number of ordinary shares

224

TAV 2014 ANNUAL REPORT

2014

2013

218,383

132,894

363,281,250

363,281,250

0.60

0.37

2014

2013

363,281,250
363,281,250

363,281,250
363,281,250

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

28. LOANS AND BORROWINGS


This note provides information about the contractual terms of the Groups interest-bearing loans and borrowings, which
are measured at amortised cost. For more information about the Groups exposure to interest rate, foreign currency and
liquidity risk arising from these loans and borrowings, see Note 36.

31 December 2014

31 December 2013

929,653
246,022
2,473
1,178,148

965,845
99,542
2,957
1,068,344

148,893
19,576
12,795
19,711
1,473
202,448

123,401
135,885
16,344
5,730
2,045
283,405

Non-current liabilities
Secured bank loans (*)
Unsecured bank loans
Finance lease liabilities
Current liabilities
Current portion of long term secured bank loans (*)
Short term unsecured bank loans
Short term secured bank loans
Current portion of long term unsecured bank loans
Current portion of long term finance lease liabilities
(*)

Secured bank loans mainly consist of project finance loans that have been secured by pledges.

The Groups total bank loans and finance lease liabilities as at 31 December 2014 and 2013 are as follows:

31 December 2014
1,376,650
3,946
1,380,596

31 December 2013
1,346,747
5,002
1,351,749

Presented as
Current
liabilities Non-current liabilities
30,768
316,422
38,178
244,593
67,327
177,791
14,088
224,911
14,571
83,430
8,615
53,481
13,672
40,910
12,646
32,707
1,110
1,430
200,975
1,175,675

Total
347,190
282,771
245,118
238,999
98,001
62,096
54,582
45,353
2,540
1,376,650

Bank loans
Finance lease liabilities
The Groups bank loans as at 31 December 2014 are as follows:

TAV Tunisia
TAV Holding
TAV stanbul
TAV Ege
TAV Esenboa
TAV Macedonia
HAVA
TAV Gazipaa
Others

225

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The Groups bank loans as at 31 December 2013 are as follows:

TAV stanbul
TAV Ege
TAV Esenboa
TAV Holding
TAV Tunisia
HAVA
TAV Macedonia
TAV Gazipaa
Others

Presented as
Current
liabilities Non-current liabilities
59,659
238,309
10,697
181,935
13,007
95,356
141,153
98,651
20,295
330,911
19,110
42,956
5,912
58,434
10,925
12,924
602
5,911
281,360
1,065,387

Total
297,968
192,632
108,363
239,804
351,206
62,066
64,346
23,849
6,513
1,346,747

Redemption schedules of the Groups bank loans according to original maturities as at 31 December 2014 and 2013 are
as follows:

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year
After five years

31 December 2014
200,975
263,244
315,497
114,675
70,659
411,600
1,376,650

31 December 2013
281,360
161,053
217,362
158,723
111,687
416,562
1,346,747

The majority of the borrowings are arranged at floating rates, thus exposing the Group to cash flow interest rate risk.
Spreads for EUR denominated loans as at 31 December 2014 are between 1.54% - 5.75% (31 December 2013: Spreads
for EUR and USD denominated loans are between 1.54% - 5.75% and 4.50%, respectively).
Interest payments of 100%, 100%, 50%, 80%, 83% and 99% of floating bank loans for TAV stanbul, TAV Esenboa,
HAVA, TAV Macedonia, TAV Tunisia and TAV Ege respectively are fixed with interest rate swaps as explained in Note 34.
The Group has obtained project financing loans to finance construction of its BOT and BTO concession projects, namely
TAV Esenboa, TAV Tbilisi, TAV Macedonia, TAV Tunisia and TAV Ege; and to be able to finance advance payments to DHM
related to rent agreement of TAV stanbul.
Details of the loans are summarised for each project below:

226

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

TAV Tunisia
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loan


Secured bank loan
Secured bank loan
Secured bank loan

Original
Currency Year of Maturity
EUR
2028
EUR
2022
EUR
2028
EUR
2028

Nominal Interest
Rate
Euribor + 2.28%
Euribor + 1.90%
Euribor + 1.54%
Euribor + 4.75%

Face
Value Carrying Amount
157,893
156,295
97,062
96,252
65,660
64,996
29,950
29,647
350,565
347,190

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loan


Secured bank loan
Secured bank loan
Secured bank loan

Original
Currency Year of Maturity
EUR
2028
EUR
2022
EUR
2028
EUR
2028

Nominal Interest
Rate
Euribor + 2.28%
Euribor + 1.90%
Euribor + 1.54%
Euribor + 4.75%

Face
Value Carrying Amount
159,576
157,863
98,991
98,066
66,360
65,648
29,950
29,629
354,877
351,206

Redemption schedules of bank loans of TAV Tunisia as at 31 December 2014 and 2013 are as follows:

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year
After five years

31 December 2014
30,768
26,848
27,430
29,596
29,639
202,909
347,190

31 December 2013
20,295
24,233
27,680
28,518
30,373
220,107
351,206

227

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

TAV stanbul
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loans (*)

Original
Currency Year of Maturity
EUR
2018

Nominal Interest
Rate
Euribor + 2.65%

Face
Value Carrying Amount
246,300
245,118
246,300
245,118

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loans (*)

Original
Currency Year of Maturity
EUR
2018

Nominal Interest
Rate
Euribor + 2.65%

Face
Value Carrying Amount
299,100
297,968
299,100
297,968

TAV stanbul has bank loan in the amount of EUR 245,118 (31 December 2013: EUR 297,968) under the facility
agreement. The terms of the loan require semi-annual principal and interest payments on 4 July and 4 January of each
year according to the loan agreements.
(*)
Interest rate is Euribor + 2.65% between the period of 4 January 2016 and Euribor + 2.75% between the period of 4 January 2016 and 4
July 2018.

Redemption schedules of bank loans of TAV stanbul according to the original maturities as at 31 December 2014 and
2013 are as follows:
31 December 2014
67,327
69,783
66,383
41,625
245,118

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year

31 December 2013
59,659
65,556
68,172
64,543
40,038
297,968

TAV Holding
The breakdown of bank loans as at 31 December 2014 is as follows:

Unsecured bank loan


Unsecured bank loan

228

TAV 2014 ANNUAL REPORT

Original
Currency Year of Maturity
EUR
2016 - 2017
TRL
2015 - 2016

Nominal Interest
Rate
3.20%-5.00%
11.00%-11.70%

Face
Value Carrying Amount
230,000
231,447
47,860
51,324
277,860
282,771

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The breakdown of bank loans as at 31 December 2013 is as follows:

Unsecured bank loan


Unsecured bank loan

Original
Currency Year of Maturity
EUR
2014 - 2017
TRL
2015

Nominal Interest
Rate
3.20% - 6.00%
11.00%

Face
Value Carrying Amount
213,500
221,000
18,730
18,804
232,230
239,804

Redemption schedules of TAV Holding bank loans as at 31 December 2014 and 2013 are as follows:
31 December 2014
38,178
93,457
151,136
282,771

On demand or within one year


In the second year
In the third year
In the fourth year

31 December 2013
141,153
24,671
56,435
17,545
239,804

TAV Ege
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loan

Original
Currency Year of Maturity
EUR
2027 - 2028

Nominal
Interest Rate
Euribor + 5.50%

Face
Value
250,000
250,000

Carrying
Amount
238,999
238,999

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loan

Original
Currency
EUR

Year of Maturity
2027 - 2028

Nominal Interest
Rate
Euribor + 5.50%

Face
Value Carrying Amount
204,139
192,632
204,139
192,632

Redemption schedules of TAV Ege bank loans according to original maturities as at 31 December 2014 and 2013 are as
follows:

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year
After five years

31 December 2014
14,088
15,573
15,698
12,478
12,715
168,447
238,999

31 December 2013
10,697
11,251
13,135
13,578
11,371
132,600
192,632

229

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

TAV Esenboa
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2021

Secured bank loans

Nominal
Interest Rate
Euribor + 2.35%

Face
Value Carrying Amount
99,670
98,001
99,670
98,001

TAV Esenboa has a bank loan in the amount of EUR 98,001 (31 December 2013: EUR 108,363) under loan agreement.
The terms of the loan require semi-annual principal and interest payments on 30 June and 31 December according to
the loan agreement.
The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loans

Original Currency Year of Maturity


EUR
2021

Nominal
Interest Rate
Euribor + 2.35%

Face
Value Carrying Amount
110,287
108,363
110,287
108,363

Redemption schedules of TAV Esenboa borrowings according to original maturities as at


31 December 2014 and 2013 are as follows:
31 December 2014
14,571
14,873
14,199
14,799
15,880
23,679
98,001

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year
After five years

31 December 2013
13,007
14,366
14,853
14,228
14,620
37,289
108,363

TAV Macedonia
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loan

Original
Currency Year of Maturity
EUR
2020

Nominal
Interest Rate
Euribor + 5.50%

Face
Value Carrying Amount
64,400
62,096
64,400
62,096

Nominal
Interest Rate
Euribor + 5.50%

Face
Value Carrying Amount
67,032
64,346
67,032
64,346

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loan

230

TAV 2014 ANNUAL REPORT

Original
Currency Year of Maturity
EUR
2020

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Redemption schedules of TAV Macedonia bank loans as at 31 December 2014 and 2013 are as follows:
31 December 2014
8,615
9,031
9,639
5,822
12,425
16,564
62,096

On demand or within one year


In the second year
In the third year
In the fourth year
In the fifth year
After five years

31 December 2013
5,912
8,246
8,770
9,325
5,528
26,565
64,346

HAVA
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loan


Secured bank loan
Secured bank loan
Secured bank loan

Original
Currency Year of Maturity
EUR
2018
EUR
2017
EUR
2016
EUR
2017

Nominal
Interest Rate
Euribor + 4.75%
Euribor + 5.75%
4.75% - 6.50%
Euribor + 3.90%

Face
Value Carrying Amount
36,060
36,125
9,360
9,281
6,145
6,144
3,000
3,032
54,565
54,582

Nominal
Interest Rate
Euribor + 4.75%
Euribor + 5.75%
4.75% - 4.95%

Face
Value Carrying Amount
44,040
44,077
12,020
11,909
6,000
6,080
62,060
62,066

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loan


Secured bank loan
Secured bank loan

Original
Currency Year of Maturity
EUR
2018
EUR
2017
EUR
2014

Redemption schedules of the HAVA bank loans as at 31 December 2014 and 2013 are as follows:
On demand or within one year
In the second year
In the third year
In the fourth year
In the fifth year

31 December 2014
13,672
16,325
14,346
10,239
54,582

31 December 2013
19,110
11,793
10,748
10,758
9,657
62,066

231

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

On 24 March 2010, HAVA utilised a bank loan amounting to EUR 60,000 with an interest rate of Euribor + 4.75% and a
maturity of March 2018. Following securities are provided in favor of the lender:
TAV Holding has provided surety of EUR 10,000.
Second ranking pledge was established on 50% of the shares in TGS.
Dividend receivables arising from subsidiaries and joint ventures of HAVA are assigned to repayment of the
outstanding loan.
Second ranking pledge was established on the shares of HAVA.
In accordance with the loan agreement, HAVA will have the right for the distribution of dividends only if there is a net
cash balance at least amounting to EUR 5,000 in the related banks accounts, the first three repayment installments
have been fully paid, all other payments related to financial liabilities are made till the maturity date and no event of
default has occurred.
The loan agreement includes covenants, including restrictions on the ability of HAVA to incur additional indebtedness;
to make certain other restricted payments, loans; to create liens; to give guarantees; to dispose assets, and to acquire a
business or an undertaking.
On 9 December 2009, HAVA utilised a bank loan amounting to EUR 20,000 with an interest rate of Euribor + 5.75% and
maturity of December 2017. Following securities are provided in favor of the lender:




First degree and first ranking pledge was established on 50% of the shares in TGS.
Time and demand deposit amounting to EUR 10,883 is provided as guarantee.
TAV Holding has provided surety for the total outstanding loan amount.
Dividend receivables arising from subsidiaries and joint ventures are assigned to repayment of the outstanding loan.
Pledge has been registered with first priority against but not limited to business entity and entity name registered in
trade register, machinery and equipment, furnitures and fixtures and vehicles of HAVA.
First ranking pledge was established on the shares of HAVA.
The loan agreement includes covenants, including restrictions on the ability of HAVA to incur additional indebtedness;
to make certain other restricted payments, loans; to create liens; to give guarantees; to dispose assets, and to acquire a
business or an undertaking.
Related with the bank loans amounting to EUR 60,000 with an interest rate of Euribor + 4.75% and a maturity of March
2018 and the bank loan amounting to EUR 20,000 with an interest rate of Euribor + 5.75% and a maturity of December
2017, 100% shares of HAVA with a nominal amount of TRL 182,633 have been pledged by TAV Holding. However, the
voting right for these shares remains at TAV Holding.
TAV Gazipaa
The breakdown of bank loans as at 31 December 2014 is as follows:

Secured bank loan

232

TAV 2014 ANNUAL REPORT

Original
Currency Year of Maturity
EUR
2015 - 2017

Nominal Interest
Rate
2.85% - 5.00%

Face
Value Carrying Amount
35,000
45,353
35,000
45,353

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The breakdown of bank loans as at 31 December 2013 is as follows:

Secured bank loan


Secured bank loan

Original
Currency
EUR
TRL

Year of Maturity
2014 - 2017
2014

Nominal
Interest Rate
2.80% - 5.00%
8.15%

Face
Value Carrying Amount
18,500
18,627
5,108
5,222
23,608
23,849

Redemption schedules of TAV Gazipaa bank loans as at 31 December 2014 and 2013 are as follows:

On demand or within one year


In the second year
In the third year

31 December 2014
12,646
16,359
16,348
45,353

31 December 2013
10,925
619
12,305
23,849

Pledges regarding the project bank loans of TAV stanbul, TAV Esenboa and TAV Ege:
a) Share pledge: TAV stanbul, TAV Esenboa and TAV Ege have pledges over shares amounting to TRL 180,000, TRL
241,650 and TRL 122,270 respectively (31 December 2013: For TAV stanbul, TAV Esenboa and TAV Ege TRL 180,000,
TRL 241,650 and TRL 122,270 respectively). In case of an event of default, the banks have the right to take control of the
shares. Upon the occurrence of any event of default, the banks can demand the sale of shares by way of public auction
in accordance with the applicable provisions of the Bankruptcy and Execution Law of the Republic of Turkey or by way of
private auction among the nominees. Share pledges will expire after bank loans are paid or on the dates of maturity.
b) Receivable pledge: In case of an event of default, the banks have the right to take control of the receivables of project
companies (disclosed as the Borrowers in Note 25) in order to perform its obligations under the loan documents.
Immediately upon the occurrence of default, and all payments relating to assigned receivables shall be made to the
banks which shall be entitled to collect the assigned receivables and exercise all rights with respect to assigned
receivables.
TAV stanbul, TAV Esenboa and TAV Ege have pledged their receivables amounting to EUR 38,370, EUR 9,413 and EUR
2,443 respectively as at 31 December 2014 (31 December 2013: For TAV stanbul and TAV Esenboa, EUR 32,224, EUR
4,058 and EUR 1,553 respectively).
c) Pledge over bank accounts: In case of an event of default, the banks have the right to control the bank accounts of
project companies in order to perform its obligations under the loan documents. Upon the occurrence of event of default
project companies shall be entitled to set-off and apply the whole or any part of the cash standing to the credit of the
accounts and any interests, proceeds and other income that may accrue or arise from the accounts.
TAV stanbul, TAV Esenboa and TAV Ege have pledges over bank accounts amounting to
EUR 316,450, EUR 18,847 and EUR 31,334 respectively as at 31 December 2014 (31 December 2013: For TAV stanbul
and TAV Esenboa, EUR 299,164, EUR 24,348 and EUR 34,017 respectively).
With the consent of the facility agent, TAV stanbul and TAV Esenboa have a right to have an additional;
subordinated debt approved in advance by the Facility Agent,
indebtedness up to USD 500 for the acquisition cost of any assets or leases of assets,
indebtedness up to USD 3,000 for the payment of tax and social security liabilities.

233

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

With the consent of the facility agent, TAV Ege has a right to have an additional;
subordinated debt approved in advance by the Facility Agent,
indebtedness up to EUR 2 million for the acquisition cost of any assets or leases of assets,,
indebtedness up to EUR 0.5 million per guarantee or EUR 3 million in aggregate for bank letters of guarantee to be
provided to tax, custom, utilities or other governmental authorities.
Pledges regarding the project bank loan of TAV Macedonia:
TAV Macedonia has granted share pledge in favor of the lenders. In addition, receivables of TAV Macedonia amounting to
EUR 1,580 (31 December 2013: EUR 1,032) have been pledged and all the commercial contracts and insurance policies
have been assigned to the lenders.
Pledges regarding the project bank loan of TAV Tunisia:
Similar to above, TAV Tunisia has granted share pledge, account pledge and pledge of rights from the Concession
Agreement to the lenders. TAV Tunisia has pledge over shares amounting to TND 245,000. Share pledge will expire after
bank loan is paid or on the date of maturity. TAV Tunisia has a right to have additional indebtedness;
with a maturity of less than one year for an aggregate amount not exceeding EUR 3,000 (up to 1 January 2020) and
not exceeding EUR 5,000 (thereafter),
under finance or capital leases of equipment if the aggregate capital value of the equipment leased does not exceed
EUR 5,000,
incurred by, or committed in favour of, TAV Tunisia under an Equity Subordinated Loan Agreement,
disclosed in writing by TAV Tunisia to the Intercreditor Agent and in respect of which it has given its prior written
consent.
Distribution lock-up tests for TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Macedonia, and TAV Ege must satisfy
following conditions before making any distribution:




no default has occurred and is continuing,


no default would result from such declaration, making or payment,
the reserve accounts are each fully funded,
all mandatory prepayments required to have been made,
debt service cover ratio is not less than 1.30 for TAV stanbul, 1.25 for TAV Esenboa, 1.20 for TAV Tunisia, 1.20 for TAV
Macedonia and 1.30 for TAV Ege
the first repayment has been made,
all financing costs have been paid in full,
any tax payable in connection with the proposed distribution has been paid from amounts available for paying such
distribution.

234

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Finance lease liabilities

1 year
1-5 year
Total

Future
minimum
lease
payments
1,788
2,794
4,582

31 December 2014
Present
value of
minimum
lease
Interest
payments
315
1,473
321
2,473
636
3,946

1 year
1-5 year
Total

Future
minimum
lease
payments
2,305
3,287
5,592

31 December 2013
Present
value of
minimum
lease
Interest
payments
260
2,045
330
2,957
590
5,002

It is the Groups policy to lease certain of its fixtures and equipment under finance leases. The average remaining
lease term is three years as at 31 December 2014. For the year ended 31 December 2014, the average effective
borrowing rate is 6.93% (31 December 2013: 3.64%). Interest rates are fixed at the contract date, and thus expose
the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been
entered into for contingent rental payments

29. RESERVE FOR EMPLOYEE SEVERANCE INDEMNITY


Under the Turkish Labour Law, the Company and its Turkish subsidiaries and joint ventures are required to pay
termination benefits to each employee who has completed one year of service and whose employment is terminated
without due cause, is called up for military service, dies or who retires after completing 25 years of service (20 years
for women) and reaches the retirement age (58 for women and 60 for men). Since the legislation was changed on 8
September 1999, there are certain transitional provisions relating to length of service prior to retirement.
Such payments are calculated on the basis of 30 days pay maximum full TRL 3,438 TL as at 31 December 2014
(equivalent to full EUR 1,219) (31 December 2013: full TRL 3,254 TL (equivalent to full EUR 1,108)) per year of
employment at the rate of pay applicable at the date of retirement or termination. Reserve for retirement pay is
computed and reflected in the financial statements on a current basis. The reserve has been calculated by estimating
the present value of future probable obligation of the Company and its Turkish subsidiaries and joint ventures arising
from the retirement of the employees. The calculation was based upon the retirement pay ceiling announced by the
government.
The provision has been calculated by estimating the present value of the future probable obligation of the Company and
its subsidiaries and joint venture registered in Turkey arising from the retirement of employees. IFRSs require actuarial
valuation methods to be developed to estimate the enterprises obligation under defined benefit plans. Accordingly, the
following actuarial assumptions were used in the calculation of the total liability:
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus,
the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation.
Consequently, in the accompanying consolidated financial statements as at 31 December 2014, the provision has been
calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of
the employees. The provision at 31 December 2014 has been calculated assuming an annual inflation rate of 5.00% and
a discount rate of 9.45% resulting in a real discount rate of approximately 4.23% (31 December 2013: an annual inflation
rate of 5.00% and a discount rate of 10.97% resulting in a real discount rate of approximately 5.69%). It is planned that
retirement rights will be paid to employees at the end of concession periods. Accordingly, present value of the future
probable obligation has been calculated based on the concession periods.

235

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Balance at 1 January
Interest cost
Service cost
Payments made during the year
Effects of changes in foreign exchange rate
Actuarial difference
Balance at 31 December

30. OTHER PAYABLES

1 January31 December 2014


11,676
335
3,660
(4,091)
477
1,059
13,116

1 January31 December 2013


14,240
1,350
3,839
(4,976)
(2,825)
48
11,676

At 31 December 2014 and 2013, other payables comprised the following:


Other short term payables
Concession payable (*)
Due to personnel
Taxes and duties payable
Expense accruals
Social security premiums payable
Advances received
Other accruals and liabilities

31 December 2014
27,622
5,772
5,705
5,512
4,569
2,190
1,007
52,377

31 December 2013
12,471
4,636
5,145
1,948
3,439
1,220
551
29,410

Other long term payables


Concession payable (*)
Other accruals and liabilities

31 December 2014
179,289
315
179,604

31 December 2013
106,939
351
107,290

The Groups exposure to currency and liquidity risk is related to other payables is disclosed in Note 36.
(*) See Note 10.

A concession agreement was executed between TAV Milas Bodrum and DHM on 11 July 2014 for the leasing of the
operating rights of the Milas-Bodrum Airports existing international terminal, CIP, general aviation terminal, domestic
terminal and its auxiliaries. The agreement covers the operation right of the international terminal starting from
22 October 2015 to 31 December 2035 (approximately 20 years and 2 months) and operation right of the domestic
terminal starting from July 2015 to December 2035. The concession payable of TAV Milas Bodrum domestic terminal is
presented in financials EUR 84,354 as of 31 December 2014.

236

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31. DEFERRED INCOME


The breakdown of deferred income as at 31 December 2014 and 2013 is as follows:
31 December 2014

31 December 2013

12,230
29,285
41,515

10,850
23,923
34,773

Deferred income
Short-term deferred income
Long-term deferred income

EUR 22,584 (31 December 2013: EUR 26,570) of deferred income is related with the unearned portion of concession
rent income from AT.
32. PROVISIONS
At 31 December 2014 and 2013, provisions comprised the following:

Unused vacation provision



Unused vacation
Balance at 1 January
Provision set during the year, net
Effects of change in foreign exchange rate
Balance at 31 December

31 December 2014
7,421
7,421

31 December 2013
6,232
6,232

1 January-31 December
2014
6,232
1,018
171
7,421

1 January-31 December
2013
6,938
367
(1,073)
6,232

33. TRADE PAYABLES


At 31 December 2014 and 2013, trade payables comprised the following:

Trade payables
Deposits and guarantees received
Other

31 December 2014
42,619
1,525
44,144

31 December 2013
39,862
1,279
51
41,192

Trade payables mainly comprise payables outstanding for trade purchases and ongoing costs. The Groups exposure to
currency and liquidity risk related to trade payables is disclosed in Note 36.

237

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

34. DERIVATIVE FINANCIAL INSTRUMENTS


At 31 December 2014 and 2013, derivative financial instruments comprised the following:

Interest rate swap


Cross currency swap
Forward

Assets
9,210
5,590
14,800

31 December 2014
Liabilities
(146,342)
(146,342)

Net Amount
(146,342)
9,210
5,590
(131,542)

Interest rate swap


Cross currency swap
Forward

Assets
65
1,313
1,378

31 December 2013
Liabilities
(111,082)
(10,424)
(1,018)
(122,524)

Net Amount
(111,017)
(10,424)
295
(121,146)

Interest rate swap:


TAV Esenboa uses interest rate swap to manage its exposure to interest rate fluctuations on its bank borrowings. As at
31 December 2014, 100% of project finance loan is hedged through Interest Rate Swap (IRS) contract during the life of
the loan with an amortising schedule depending on repayment of the loan (31 December 2013: 100%).
TAV Tunisia uses interest rate swaps to manage its exposure to interest rate fluctuations on its bank borrowings. As at
31 December 2014, 83% of floating senior bank loan is hedged through IRS contract during the life of the loan with an
amortising schedule depending on repayment of the loan (31 December 2013: 85%).
TAV stanbul uses interest rate swaps to manage its exposure to interest rate fluctuations on its bank borrowings. As
at 31 December 2014, 100% of project finance loan is hedged through IRS contract during the life of the loan with an
amortising schedule depending on repayment of the loan (31 December 2013: 100%).
TAV Ege uses interest rate swap to manage its exposure to interest rate fluctuations on its bank borrowings. As at
31 December 2014, 99% of project finance loan is hedged through IRS contract during the life of the loan with an
amortising schedule depending on repayment of the loan (31 December 2013: 100%).
HAVA uses interest rate swap to manage its exposure to interest rate fluctuations on its bank borrowings. As at 31
December 2014, 50% of total loan with variable interest rate is hedged through IRS contract (31 December 2013: 50%).
TAV Macedonia uses interest rate swap to manage its exposure to interest rate fluctuations on its bank borrowings. As
at 31 December 2014, 80% of total loan is hedged through IRS contract (31 December 2013: 80%).

238

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Cross currency swap:


TAV stanbul uses cross currency swaps to manage its exposure to foreign currency exchange rate fluctuations on its
rent installments that will be paid to DHM in terms of USD.
TAV stanbul had signed a derivative contract with Dexia Credit Local (DCL) on 12 March 2008 to manage and fix its
exposure on foreign currency exchange rate fluctuations between USD and EUR on the rent installments that will
be paid to DHM till 2018. TAV stanbul terminated the hedge relationship in 2010 and two new cross currency swap
contracts were signed by and between TAV stanbul, DCL, and ING Bank N.V. on 16 December 2010. The total notional
amount of the contract is EUR 153,882 (in exchange of USD 202,816) as at 31 December 2014 (31 December 2013: EUR
194,877 (in exchange of USD 256,847)).
The fair value of derivatives at 31 December 2014 is estimated at loss of EUR 131,542 (31 December 2013: EUR
121,146). This amount is based on market values of equivalent instruments at the reporting date. Since the Group
applied hedge accounting as at 31 December 2014, changes in the fair value of these interest rate swaps and cross
currency swaps are reflected to other comprehensive income resulting to an expense of EUR 29,780 (31 December
2013: income of EUR 30,714) net of tax.
Fair value disclosures:
The Group has determined the estimated fair values of the financial instruments by using current market information
and appropriate valuation methods.
35. OPERATING LEASES
The Group entered into various operating lease agreements (excluding rent agreement for TAV stanbul and concession
agreement for TAV Macedonia, TAV Tunisia and TAV Ege). For the year ended 31 December 2014, total rent expenses for
operating leases amounted to EUR 5,632 recognised in profit or loss (31 December 2013: EUR 5,326).
36. FINANCIAL INSTRUMENTS
Exposure to credit, interest rate and currency risks arises in the normal course of the Groups business. However, most
of the Groups revenues are denominated in hard currency. The gap between hard currency assets and liabilities are
hedged by derivative financial instruments such as cross currency swaps. In addition to hedging of the currency risk,
TAV stanbul, TAV Esenboa, TAV Tunisia, HAVA, TAV Macedonia and TAV Ege use interest rate swaps to hedge the
fluctuations in Euribor and Libor rates (i.e. 100%, 100%, 83%, 50%, 80% and 99% of floating loans of TAV stanbul, TAV
Esenboa, TAV Tunisia, HAVA, TAV Macedonia and TAV Ege respectively are fixed).

239

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date is:

Other non-current assets


Trade receivables - non-current
Trade receivables - current
Due from related parties
Other receivables and current assets (*)
Restricted bank balances
Cash and cash equivalents (**)
Derivative financial instruments

Note
325
23
23
38
809
25
24
34

31 December 2014
251
107,273
109,981
28,400
557
391,880
56,815
14,800
710,283

31 December 2013
113,388
81,667
14,750
381,939
97,245
1,378
691,175

(*)
Non-financial instruments such as VAT deductible and carried forward, prepaid expenses and advances given are excluded from other
current assets and other non-current assets.
(**)
Cash on hand is excluded from cash and cash equivalents.

Impairment losses
The aging of trade receivables at the reporting date is as follows:

Not due
Past due 1 - 30 days
Past due 31 - 90 days
Past due 91 - 360 days
Past due 1 - 5 year
Past due over 5 years

31 December 2014
195,126
6,958
7,075
6,775
9,596
2,911
228,441

31 December 2013
176,796
5,922
5,479
4,706
10,296
1,459
204,658

The movements in the allowance for impairment in respect of trade receivables during the years ended 31 December
were as follows:

Balance at 1 January
Collections during the year
Impairment loss recognised
Effect of changes in foreign exchange rates
Balance at 31 December

1 January31 December 2014


(9,603)
101
(966)
(719)
(11,187)

1 January31 December 2013


(10,877)
466
(946)
1,754
(9,603)

Allowance for doubtful receivables is determined by reference to past default experience. The allowance account in
respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the
amount owing is possible; at that point the amount considered irrecoverable is written off against the trade receivable
directly.

240

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding
the impact of netting agreements:

31 December 2014
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Financial lease liabilities
Trade payables (*)
Due to related parties
Other payables (*)
Bank overdraft
Derivative financial liabilities
Interest rate swaps used for
hedging
Outflow
Inflow
Currency swaps
Outflow
Inflow
Forward contracts
Outflow
Inflow
(*)

Carrying
Amount

Contractual 3 months or
cash flows
less

3 -12
months

1-5
years

More than
five years

1,091,341
285,309
3,946
42,619
13,930
229,791
2,319

(1,357,229)
(313,690)
(4,582)
(42,792)
(19,409)
(229,791)
(2,319)

(49,846)
(4,347)
(437)
(42,792)
(2,614)
(42,907)
(2,319)

(103,025)
(37,737)
(1,351)
(3,503)
(15,498)
-

(554,144)
(271,606)
(2,794)
(8,854)
(62,144)
-

(650,214)
(4,438)
(109,242)
-

146,342
-

(152,099)
-

(5,240)
-

(29,879)
-

(88,623)
-

(28,357)
-

(9,210)

(153,922)
165,514

(41,916)
45,495

(112,006)
120,019

(5,590)
1,800,797

5,590
(2,104,729)

(150,502)

5,590
(181,824)

(980,152)

(792,251)

Non-financial instruments such as deposits on guarantees and advances received are excluded from trade payables and other payables.

241

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31 December 2013
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Financial lease liabilities
Trade payables (*)
Due to related parties
Other payables (*)
Bank overdraft
Derivative financial liabilities
Interest rate swaps used for
hedging
Outflow
Inflow
Currency swaps
Outflow
Inflow
Forward
Outflow
Inflow
(*)

Carrying
Amount

Contractual 3 months or
cash flows
less 3 -12 months

1-5
years

More than
five years

1,105,590
241,157
5,002
39,913
19,335
135,480
1,610

(1,498,637)
(258,027)
(5,000)
(39,984)
(21,246)
(135,480)
(1,610)

(48,132)
(55,525)
(539)
(39,984)
(7,422)
(18,966)
(1,610)

(102,694)
(89,571)
(1,501)
(1,695)
(9,224)
-

(635,236)
(112,931)
(2,960)
(12,129)
(107,290)
-

(712,575)
-

111,017
-

(116,654)
-

(6,290)
-

(21,989)
-

(74,165)
-

(14,210)
-

10,424
-

(194,916)
180,221

(23,102)
21,595

(161,021)
147,849

(10,793)
10,777

(295)
1,669,233

(1,018)
1,313
(2,091,038)

1,313
(177,155)

(96)
(228,277)

(922)
(958,805)

(726,801)

Non-financial instruments such as deposits on guarantees and advances received are excluded from trade payables and other payables.

The following table indicates the periods in which the cash flows associated with the derivatives that are cash flow
hedges expected to occur.

31 December 2014
Interest rate swaps
Assets
Liabilities

Carrying
Amount

Contractual 3 months or
cash flows
less 3 -12 months

1-5
years

More than
five years

(146,342)

(152,099)

(5,240)

(29,879)

(88,623)

(28,357)

Cross currency swaps


Assets
Liabilities

9,210
-

11,592
-

3,579
-

8,013
-

Forward contracts
Assets
Liabilities

5,590
-

5,590
-

5,590
-

242

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31 December 2013
Interest rate swaps
Assets
Liabilities
Cross currency swaps
Assets
Liabilities

Carrying
Amount

Contractual 3 months or
cash flows
less 3 -12 months

1-5
years

More than
five years

(111,017)

(116,654)

(6,290)

(21,989)

(74,165)

(14,210)

(10,424)

(14,695)

(1,507)

(13,172)

(16)

295
-

295
-

1,313
-

(96)
-

(922)
-

Forward contracts
Assets
Liabilities
Currency risk
Exposure to currency risk:

The Groups exposure to foreign currency risk in Euro equivalent of their original currencies was as follows:
31 December 2014
Foreign currency denominated financial
assets
Other non-current assets
Trade receivables
Due from related parties
Derivative financial instruments
Other receivables and current assets
Restricted bank balances
Cash and cash equivalents

Foreign currency denominated financial


liabilities
Loans and borrowings
Bank overdraft
Trade payables
Due to related parties
Other payables

Net exposure
(*)

USD
7
14,826
10,966
9,210
1,337
149,008
12,257
197,611

EUR (*)
2,535
956
5
410
3,906

TRL
11
10,623
6,203
5,590
9,540
13,175
2,133
47,275

Other
188
12,872
34
7,090
41
6,551
26,776

Total
206
40,856
18,159
14,800
17,972
162,224
21,351
275,568

(4,012)
(263)
(1,064)
(5,339)

(211)
(201)
(2,578)
(145)
(3,135)

(52,127)
(1,824)
(5,114)
(7,785)
(14,446)
(81,296)

(613)
(8,531)
(2,255)
(11,399)

(52,951)
(1,824)
(17,858)
(10,626)
(17,910)
(101,169)

192,272

771

(34,021)

15,377

174,399

The figures in this column reflect the EUR position of subsidiaries that have functional currencies other than EUR.

243

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31 December 2013
Foreign currency denominated financial
assets
Other non-current assets
Trade receivables
Due from related parties
Other receivables and current assets
Restricted bank balances
Cash and cash equivalents

Foreign currency denominated financial


liabilities
Loans and borrowings
Bank overdraft
Trade payables
Due to related parties
Derivative financial instruments
Other payables

Net exposure
(*)

USD
6
10,134
8,843
379
113,994
15,273
148,629

EUR (*)
1,576
660
5
473
2,714

TRL
10
5,482
1,843
8,564
102,019
5,625
123,543

Other
10,386
1,053
1,802
24
4,884
18,149

Total
16
27,578
12,399
10,750
216,037
26,255
293,035

(3,537)
(4,282)
(10,424)
(691)
(18,934)

(387)
(191)
(180)
(79)
(837)

(5,222)
(970)
(6,657)
527
(10,949)
(23,271)

(876)
(5,969)
(370)
(1,541)
(8,756)

(6,485)
(970)
(16,354)
(4,305)
(10,424)
(13,260)
(51,798)

129,695

1,877

100,272

9,393

241,237

The figures in this column reflect the EUR position of subsidiaries that have functional currencies other than EUR.

The following significant exchange rates against Euro applied during the period:

USD
TRL
GEL
MKD
TND
SEK
SAR
HRK

244

31 December 2014
0.7529
0.3443
0.4262
0.0162
0.4438
0.1099
0.2006
0.1309

TAV 2014 ANNUAL REPORT

Average Rate
31 December 2013
0.7526
0.3954
0.4526
0.0162
0.4626
0.1156
0.2003
0.1318

Reporting Date Closing Rate


31 December 2014
31 December 2013
0.8221
0.7268
0.3545
0.3405
0.4414
0.4186
0.0163
0.0163
0.4420
0.4412
0.1060
0.1118
0.2194
0.1937
0.1305
0.1311

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Sensitivity analysis:
The Groups principal currency risk relates to changes in the value of the Euro relative to TRL and USD. The Group
manages its exposure to foreign currency risk by entering into derivative contracts and, where possible, seeks to incur
expenses with respect to each contract in the currency in which the contract is denominated and attempt to maintain its
cash and cash equivalents in currencies consistent with its obligations.
The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency
exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign
currencies, both short-term and long-term purchase contracts.
A 10 percent strengthening / (weakening) of EUR against the following currencies at 31 December 2014 and 2013 would
have increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant.
Equity
Strengthening of
EUR Weakening of EUR

Profit or loss
Strengthening of
EUR Weakening of EUR

31 December 2014
USD
TRL
Other
Total

(13,556)
(13,556)

16,547
16,547

(18,306)
3,402
(1,538)
(16,442)

18,306
(3,402)
1,538
16,442

31 December 2013
USD
TRL
Other
Total

(16,039)
(16,039)

15,607
15,607

(14,012)
(10,027)
(939)
(24,978)

14,012
10,027
939
24,978

Interest rate risk


The Group has used material amounts of bank borrowings from foreign financial institutions and banks. Although
most of these borrowings have floating interest rates, the Group management and banks fixed interest rates by using
derivative financial instruments. TAV stanbul, TAV Esenboa, TAV Tunisia, HAVA TAV Macedonia and TAV Ege use
interest rate swaps to hedge the fluctuations in Euribor and Libor rates (i.e. Interest payments of 100%, 100%, 83%,
50%, 80% and 99% of floating loans of TAV stanbul, TAV Esenboa, TAV Tunisia, HAVA, TAV Macedonia and TAV Ege
respectively are fixed). Hedge accounting is applied for the mentioned derivative financial instruments.

245

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Profile:
At the reporting date, the interest rate profile of the Groups interest-bearing financial instruments was:
Carrying amount
31 December 2014
31 December 2013
Fixed rate instruments
Financial assets
Financial liabilities

439,845
(500,332)
(60,487)

386,783
(401,235)
(14,452)

Carrying amount
31 December 2014
31 December 2013
Variable rate instruments
Financial assets
Financial liabilities

(1,037,956)
(1,037,956)

(1,075,664)
(1,075,664)

Fair value sensitivity analysis for fixed rate instruments:


The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the
Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting
model. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments:
Based on the Groups current borrowing profile, a 50 basis points increase in Euribor or Libor would have resulted
in additional interest expense of approximately EUR 417 on the Groups variable rate debt when ignoring effect of
derivative financial instruments. EUR 438 of the exposure is hedged through interest rate swap contracts. Therefore,
the net exposure on statement of comprehensive income would be EUR 21. A 50 basis points increase in Euribor or
Libor would have resulted an increase in cash flow hedge reserve in equity approximately by EUR 21,039 and a 50 basis
points decrease in Euribor or Libor would have resulted a decrease in cash flow hedge reserve in equity approximately
by EUR 30,537.
Financial risk management
The Group has exposure to the following risks from its use of financial instruments:



credit risk
liquidity risk
market risk
operational risk

This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies
and processes for measuring and managing risk, and the Groups management of capital. Further quantitative
disclosures are included throughout these consolidated financial statements.

246

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Risk management framework


The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk management
framework.
The Group has established a Risk Management Department who is responsible for the Enterprise Risk Management
function within the Group, and aims to develop a disciplined and constructive risk management and control environment
in which all employees know and understand their roles and responsibilities.
All directors act to ensure an effective risk management and internal control process, providing assurance in relation to
continuous identification and evaluation of the risks that exist in all main process areas.
The Group Audit Committee is assisted in its oversight role by Internal Audit. The mission of the Internal Audit
Directorate of the Group is to assist TAV Holding Board of Directors and Management (including subsidiaries) in
their oversight, management and operating responsibilities by identifying; ineffectiveness of internal control, risk
management and governance processes inefficiencies that cause waste of its resources and making professional
recommendations through independent audits (reports) and / or advisory services.
Internal audit plans are based on risk assessments as well as the issues highlighted by the Audit Committee and the
management. Risk assessment is conducted and coordinated by Risk Management Department on continuous basis so
as to identify and evaluate not only existing risks but also emerging risks. Formally, risk assessment is made annually
but more often if required.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Groups receivables from customers and bank balances.
The Groups principal financial assets are cash and cash equivalents and trade and other receivables.
Credit risk on liquid funds is limited because the counterparties are banks with high credit ratings.
The Group has procedures in place to ensure that services are provided to customers with an appropriate credit history.
The carrying amount of trade and other receivables, net of provision for impairment of receivables, and the total of cash
and cash equivalents, represents the maximum amount exposed to credit risk. The main customer is Turkish Airlines
(THY). Based on past history with this customer, the Group management believes there is no significant credit risk for
this customer. Although collection of receivables could be influenced by economic factors, management believes that
there is no significant risk of loss to the Group beyond the provisions already recorded due to reputation and type of
customers for the airlines (well-known reputable, international and flag carrier companies).
In addition, the Group receives letters of guarantee, and notes from certain customers whose credibility is low.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Groups approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.
The Group uses activity-based costing to cost its products and services, which assists it in monitoring cash flow
requirements and optimizing its cash return on investments. Typically the Group ensures that it has sufficient cash
on demand to meet expected operational and financial expenses, including the servicing of financial obligations; this
excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
247

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices
will affect the Groups income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing the
return.
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such
transactions are carried out within the guidelines set by lenders and executives of the Group as mentioned in Note 34.
The Group applies hedge accounting in order to manage volatility in profit or loss.
i) Currency risk:
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
The Group has exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial
position and cash flows. As at 31 December 2013, the Group had balances that are denominated in a currency other
than the respective functional currencies of Group entities, primarily EUR, but also USD, GEL, TND, MKD, SEK, SAR,
TRL, and HRK which are disclosed within the relevant notes to these consolidated financial statements. The currencies
in which these transactions primarily denominated are USD and TRL. The Group manages this currency risk by
maintaining foreign currency cash balances and using some financial instruments.
ii) Interest rate risk:
The Group adopts a policy of ensuring that between 50 and 100 percent of its exposure to changes in interest rates on
borrowings is on a fixed rate basis. This is achieved by entering into interest rate swaps.
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Groups
processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity
risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate
behaviour. Operational risks arise from all of the Groups operations.
The Groups objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the
Groups reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.
The primary responsibility for the development and implementation of controls to address operational risk is assigned
to senior management within each business unit. This responsibility is supported by the development of overall Group
standards for the management of operational risk in the following areas:









requirements for appropriate segregation of duties, including the independent authorisation of transactions
requirements for the reconciliation and monitoring of transactions
compliance with regulatory and other legal requirements
documentation of controls and procedures
requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to
address the risks identified
requirements for the reporting of operational losses and proposed remedial action
development of contingency plans
training and professional development
ethical and business standards
risk mitigation, including insurance where this is effective.

248

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Compliance with Group standards is supported by a programme of periodic reviews undertaken by Internal Audit. The
results of Internal Audit reviews are discussed with the management of the business unit to which they relate, with
summaries submitted to the Audit Committee and senior management of the Group.
Capital management
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence; to
sustain future development of the business and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Fair values
Fair values versus carrying amounts:
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated
statement of financial position, are as follows:

Note
Financial assets
Other non-current assets
Trade receivables - non current
Trade receivables - current
Due from related parties
Other receivables and current assets (*)
Restricted bank balances
Cash and cash equivalents
Derivative financial instruments
Financial liabilities
Bank overdraft
Loans and borrowings
Trade payables (**)
Due to related parties
Derivative financial instruments
Other payables (**)

31 December 2014
Carrying
Amount
Fair Value

31 December 2013
Carrying
Amount
Fair Value

325
23
23
38
809
25
24
34

325
107,273
109,981
28,400
809
391,880
57,581
14,800

251
130,661
110,677
28,400
557
391,880
57,581
14,800

251
113,388
81,667
14,750
557
381,939
97,822
1,378

24
28
33
38
34
30

(2,319)
(1,380,596)
(42,619)
(13,930)
(146,342)
(229,791)
(1,104,548)

(2,319)
(1,380,596)
(42,619)
(13,930)
(146,342)
(229,791)
(1,080,464)

(1,610)
(1,351,749)
(39,913)
(19,335)
(122,524)
(135,480)
(978,859)

113,388
81,986
14,750
381,939
97,822
1,378

(1,610)
(1,351,749)
(39,913)
(19,335)
(122,524)
(135,480)
(978,540)

(*)
Non-financial instruments such as prepaid expenses, prepaid taxes and dues and advances given are excluded from other non-current
assets and other receivables and current assets.
(**)
Non-financial instruments such as advances received are excluded from trade payables and other payables.

The methods used in determining the fair values of financial instruments are discussed in Note 4.

249

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

37. COMMITMENTS, CONTINGENCIES AND CONTRACTUAL OBLIGATIONS


Commitments and contingencies

Letters of guarantee given to third parties


Letters of guarantee given to DHM
Letters of guarantee given to Tunisian Government
Letters of guarantee given to Saudi Arabian Government
Letters of guarantee given to Macedonian Government

31 December
2014
264,370
212,387
22,436
21,922
250
521,365

31 December
2013
274,218
153,797
16,552
19,381
250
464,198

The Group is obliged to give 6% of the total rent amount of USD 152,580 of TAV stanbul as a letter of guarantee
according to the rent agreement made with DHM. The total obligation has been provided by the Group.

The Group is obliged to give a letter of guarantee at an amount equivalent of USD 26,665 (EUR 21,922) (31 December
2013: USD 26,665 (EUR 19,381)) to GACA according to the BTO agreement signed with GACA in Saudi Arabia.
Furthermore, the Group is obliged to provide a letter of guarantee at an amount equivalent of USD 159,507 (EUR
131,132) (31 December 2013: USD 159,507 (EUR 115,933)) to National Commercial Bank which is included in letters of
guarantee given to third parties. The total obligation has been provided by the Group.
The Group is obliged to give a letter of guarantee at an amount equivalent of EUR 14,394 (31 December 2013: EUR
10,850) to the Ministry of State Property and Land Affairs and EUR 8,042 (31 December 2013: 5,702) to OACA according
to the BOT agreements and its amendments signed with OACA in Tunisia. The total obligation has been provided by the
Group.
TAV Ege is obliged to pay an aggregate amount of EUR 610,000 plus VAT during the rent period according to the
concession agreement. 5% of this amount is already paid in two installments. The remaining amount will be paid
in equal installments at the first business days of each year. Furthermore, The Group is obliged to give a letter of
guarantee at an amount equivalent of EUR 36,600 to DHM. The total obligation has been provided by the Group.
TAV Milas Bodrum is obliged to pay an aggregate amount of EUR 717,000 plus VAT during the rent period according to
the concession agreement. 20% of this amount is already paid. The remaining amount will be paid in equal installments
at the last day of October for each year. Furthermore, The Group is obliged to give a letter of guarantee at an amount
equivalent of EUR 43,020 to DHM. The total obligation has been provided by the Group.
Majority of letters of guarantee given to third parties includes the guarantees given to customs, lenders and some
customers.
Contractual obligations
TAV stanbul
TAV stanbul is bound by the terms of the Rent Agreement made with DHM. If TAV stanbul does not comply with the
rules and regulations set forth in the Rent Agreement, this might lead to the forced cessation of TAV stanbuls operation.
At the end of the contract period, TAV stanbul will be responsible for one year for the maintenance and repair of the
devices, system and equipment supplied for the contractual facilities. In case the necessary maintenance and repairs
are not made, DHM will have this maintenance and repair made, and the cost will be charged to TAV stanbul.

250

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Pursuant to the provisions of the rent agreement, the contractual obligations of TAV stanbul include the rental of the
above mentioned contractual facilities for a period of fifteen and a half years beginning on 3 July 2005; the operation of
the facilities in compliance with international norms and standards within the rental (operation) period; the performance
of periodic repair and maintenance activities on the facilities and the transfer of the facilities in question including the
supporting systems, equipment, furniture and fixtures in a proper and usable condition to DHM upon the expiry of the
rental period.
In the case where TAV stanbul as the lessee performs a delayed and/or incomplete rent payment to DHM, TAV stanbul
is charged a penalty of 10% of the rent amount to be paid. TAV stanbul is then obliged to perform the payment latest
within five days. Otherwise, DHM shall be entitled to terminate the rent agreement. TAV stanbul is not entitled to claim
the rent payments performed to DHM prior to the termination of the contract.
TAV Esenboa and TAV zmir
TAV Esenboa and TAV zmir are bound by the terms of the BOT Agreements made with DHM. If these companies do not
follow the rules and regulations set forth in the concession agreement, this might lead to the forced cessation of these
companies operations according to the BOT Agreements. According to the BOT agreements:
The share capital of the companies cannot be less than 20% of fixed investment amount.
The companies have a commitment to make additional investment up to 20% of the initial BOT investment upon
request of DHM.
DHM has requested an extension of EUR 13,900 (13% of the initial investment) from TAV zmir on 21 August 2006 which
extended the construction period by 2 months and 20 days, and operation period by 8 months and 27 days. TAV zmir
completed the construction for such extension on 10 May 2007. After granting of temporary acceptance by DHM in year
2007, final acceptance was granted by DHM on 21 March 2008.
After granting of temporary acceptance by DHM in year 2007, final acceptance for BOT investments of TAV Esenboa
was granted by DHM on 5 June 2008.
At the end of the contract period, the companies will be responsible for one year for the maintenance and repair of the
devices, system and equipment supplied for the contractual facilities. In case the necessary maintenance and repairs
are not made, DHM will have this maintenance and repair made and the cost will be charged to TAV zmir and TAV
Esenboa.
All equipment used by TAV Esenboa and TAV zmir must be in a good condition and under warranty and need to meet
the international standards and Turkish Standards as well.
If the need shall arise to replace fixed assets subject to depreciation, which become unusable within the rent period
and the depreciation rates of which are delineated in the Tax Application Law, the operator is obliged to perform the
replacement.
All fixed assets covered by the implementation contract will be transferred to DHM free of charge. Transferred items
must be in working conditions and should not be damaged. TAV Esenboa and TAV zmir have the responsibility of repair
and maintenance of all fixed assets under the investment period.

251

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

HAVA
In accordance with the general ground handling agreement (an integral part of the ground handling operation A Group
license) signed with DHM and HAVA undertake the liability of all losses incurred by their personnel to DHM or to
third parties. In this framework, HAVA covers those losses by an insurance policy amounting to USD 50,000. HAVA
also takes the responsibility of the training facilities given to the personnel and the quality of the service provided by its
personnel together with the repair and maintenance of the ground handling vehicles and equipment. HAVA is required
to provide DHM with letters of guarantee amounting to USD 1,000. Fines received from losses incurred by the ground
handling personnel or fines arising from the violation of the related agreement will be charged to HAVA. Fines which
are overdue in accordance with the appointed agreement / period declared by DHM will be settled by the liquidation
of the letter of guarantee. If DHM liquidates the collateral, HAVA is obliged to complete the collateral at its original
amount which is USD 1,000 within 15 days.
In accordance with the rental agreements signed with DHM regarding several parking areas, land, buildings, offices
at the stanbul Atatrk, zmir, Dalaman, Milas-Bodrum, Antalya, Adana, Trabzon, Ankara, Kayseri, Nevehir, Gaziantep,
anlurfa, Batman, Adyaman, Elaz, Mu, Sivas, Samsun, Malatya, Hatay, Konya, orlu, Sinop, Amasya and Ar airports;
when the rent period ends, DHM will have the right to retain the immovable in the area free of charge.
TAV Tbilisi
TAV Tbilisi is bound by the terms of the BOT Agreement. In case TAV Tbilisi fails to comply with the rules and regulations
set forth in the agreement, it may be forced to cease its operations.
With regards to the BOT Agreement, TAV Tbilisi is required to;
comply with all applicable safety standards and ensure that the airport and all other ancillary equipment are
operated in a manner safe to passengers, workers and general public, as well as to comply with the technical and
operational requirements of Tbilisi International Airport and environmental standards of Georgia;
maintain and operate the new terminal and infrastructure at Tbilisi International Airport in accordance with the
applicable requirements of the BOT Agreement and International Air Transportation Association, International Civil
Aviation Organization or European Civil Aviation Conference;
ensure that its subcontractors and TAV Tbilisi itself obtain and maintain relevant insurance policies from financially
strong and internationally reputable insurance companies;
remedy accidents that might occur upon mechanical damage inflicted by TAV Tbilisi to existing communication
networks or inappropriate use or operation thereof.
The Final Acceptance Protocol was concluded in May 2011.
Tax legislation and contingencies
Georgian commercial legislation and tax legislation in particular may give rise to varying interpretations and
amendments. In addition, as managements interpretation of tax legislation may differ from that of the tax authorities,
transactions may be challenged by the tax authorities, and as a result TAV Tbilisi may be assessed additional taxes,
penalties and interest. Tax periods remain open to review by the tax authorities for five years. Management believes that
their interpretation of the relevant legislation is appropriate and TAV Tbilisis profit, currency and customs positions will
be sustained.

252

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

TAV Batumi
TAV Batumi is obliged to perform the terms agreed under the Agreement for Management of 100 percent of Shares in
Batumi Airport LLC (the Agreement) together with its Schedules annexed to the Agreement. In the event that TAV
Batumi fails to fulfill its material obligations under the Agreement and its Schedules, it may be forced to cease the
management of the Batumi International Airport and all operation rights generated at the Airport.
With regards to the Agreement, TAV Batumi is required to;
comply with all requirements of the relevant statutes and the Applicable Laws of Georgia;
prevent repatriation and transfer of the dividends distributable by Batumi Airport LLC from Georgia;
comply with the terms of Permits that materially adversely affect the performance of TAV Batumis obligations under
the Agreement or achievement of the Revenues by Batumi Airport LLC and/or achievement of dividends by the TAV
Batumi from Batumi Airport LLC;
protect, promote, develop and extend the business interests and reputation of Batumi Airport in connection with the
Services (reasonable effort basis);
maintain and operate Batumi Airport in accordance with the international standards applicable to similar
international airports, and any other local standards that will be applicable to the operations of an international
airport;
recruit and train sufficient number of staff for the operation of Batumi Airport in accordance with standard, accepted
operational standards;
perform regular, periodic and emergency maintenance and repair works of all the fixed assets, as well as the
annexations and accessories related thereto located on the territory of Batumi Airport; and
procure and maintain insurance policies listed under the Agreement during the term of the operation.
The Final Acceptance Protocol was concluded in March 2012.
TAV Tunisia
TAV Tunisia is bound by the terms of the Concession Agreements related to the building and operation of Enfidha Airport
and to the operation of Monastir Airport. In case TAV Tunisia fails to comply with the provisions of these Concession
Agreements as well as the Terms and Specifications annexed thereto, it may be forced to cease the operation of the said
airports.
According to Enfidha Concession Agreement, TAV Tunisia is required to:
design, construct, maintain, repair, renew, operate and improve at its own costs and risks and under its liabilities, the
land made available to it, infrastructures, buildings, facilities, equipments, networks and services necessary for the
operation of Enfidha Airport;
complete the construction of the Airport and start operating it at the latest on 1 October 2009 which was then
extended to 1 December 2009 through a notice from the Authority, unless the requirements by the Terms and
Specifications of the Agreement fails. The operation of the Airport was started in the specified date in 2009.
finance up to 30% of the Project by Equity.
According to Monastir Concession Agreement, TAV Tunisia is required to maintain, repair, renew, operate and improve
at its own costs and risks and under its liabilities, the land made available to it, infrastructures, buildings, facilities,
equipments, networks and services necessary for the operation of Monastir Airport.

253

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Pursuant to both Concession Agreements, TAV Tunisia is required to:


market and promote the activities operated in the Airports and perform the public service related with these
activities;
provide with and maintain the bank guarantees in accordance with the Agreements;
pay the Concession Royalties to the Conceding Authorities (Tunisian State and OACA);
comply particularly with provisions of Appendix 2 to the Terms and Specifications annexed to the Agreements related
to the ownership of the shares by TAV Tunisias shareholders;
require the approval of the Conceding Authority prior to the transfer of its rights under the Concession Agreements to
any third party or to the conclusion of any sub-contract during the operation phase of the Airports;
comply with its obligations under the Agreements and with all applicable Tunisian Laws and International rules
related particularly but not limited to safety, security, technical, operational and environmental requirements;
comply with its obligations related to insurance as provided for by the Agreements.
TAV Tunisia may also be obliged to cease the operation of the said airports if (i) it is declared insolvent or is subject to
judicial liquidation proceedings or (ii) it is forced to cease the operation of one of the Airports.
In accordance with the general ground handling agreement, the Company undertakes the liabilities of all the losses
incurred by their personnel to third parties. In this framework, TAV Tunisia covers those losses by an operator third party
insurance policy amounting to USD 500,000 related with all operations.
The Conceding Authority and TAV Tunisia shall, seven years prior to the expiry of the Concession Agreement, negotiate
and agree on a repair, maintenance and renewal program, with the assistance of specialists if applicable, which
program includes the detailed pricing of the works for the final five years of the concession which are necessary in
order to ensure that the movable and immovable concession property is transferred in good condition to the Conceding
Authority, as well as the schedule of the tasks to be completed prior to the transfer. In this context, TAV Tunisia
annually performs repair and maintenance procedures for the operation of the concession property according to the
requirements set in the Concession Agreement.
TAV Gazipaa
TAV Gazipaa is bound by the terms of the Concession Agreement made with DHM for Antalya Gazipaa Airport.
If TAV Gazipaa violates the agreement and does not remedy the violation within the period granted by DHM, DHM may
terminate the Agreement.
The share transfers of the shareholders of TAV Gazipaa are subject to the approval of DHM.
The Agreement is made for a period of twenty-five years effective from the date TAV Gazipaa obtains the operation
authorisation from the Ministry of Transportation. The contractual obligations of TAV Gazipaa include the operation
of the facilities in compliance with the international norms and standards subject to the supervision of the Ministry
of Transportation Civil Aviation General Directorate and DHM; obtaining maintenance and periodic maintenance and
repairs of all systems and equipment requisite for the operation and the transfer of the facilities together with the
systems, equipment, furniture and fixtures in a proper and usable condition to DHM, without any debt or liabilities,
upon the expiry of the Agreement (if the economic lives of the systems, equipment, furniture and fixtures have come
to an end, they should be renewed before the transfer to DHM). Upon the expiry of the Agreement, TAV Gazipaa will
be responsible for one year for the maintenance and repair of the systems and equipment in the facilities. In case the
necessary maintenance and repairs are not made, DHM will have this maintenance and repairs made and the cost will
be charged to TAV Gazipaa.

254

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

If expropriation of land is required for construction of additional facilities or systems during the term of the Agreement,
TAV Gazipaa will be responsible for the compensation for expropriation and will not demand any compensation and/or
additional rent period from DHM and the owner of the subject land will be DHM.
In the event that TAV Gazipaa is delayed in paying the rent and/or the rent is not fully paid to DHM, TAV Gazipaa will be
charged a monthly penalty in the amount of 10% of the outstanding amount.
Facility usage amount represents the USD 50 fixed payment that is paid as a usage amount of the airport facility,
subsequent to rent period starting, within the last month of each rent payment year.
TAV Macedonia
TAV Macedonia is bound by the terms of the Concession Agreement made with Macedonian Ministry of Transport and
Communication (MOTC).
If TAV Macedonia violates the agreement and does not remedy the violation within the period granted by MOTC, MOTC
may terminate the Agreement.
All equipment used by TAV Macedonia must need to meet the Concession Agreements standards.
All fixed assets covered by the implementation contract will be transferred to MOTC free of charge. Transferred
items must be in working conditions and should not be damaged. TAV Macedonia has the responsibility of repair and
maintenance of all fixed assets under the investment period.
TAV Ege
During the contract period, TAV Ege should keep all the equipment it uses in a good condition at all times. If the
equipments useful life is expired according to the relevant tax regulations, TAV Ege should replace them in one year.
At the end of the contract period, all fixed assets covered by the concession agreement will be transferred to DHM free
of charge. Transferred items must be in working conditions and should not be damaged. TAV Ege have the responsibility
of repair and maintenance of all fixed assets during the contract period.
Management believes that as at 31 December 2014, the Group has complied with the terms of the contractual
obligations mentioned above.
Contingent liability
TAV Security has undergone a tax inspection by the Tax Inspectors of the Ministry of Finance on the value added tax
returns for the periods between January 2007 and December 2011. The tax inspector claimed that the staff should
have been in the payroll of TAV Security and TAV Security could not render such a service without having its own
personnel. Since the staff is in the payroll of the terminal companies, the terminal companies should have issued labor
force invoices to TAV Security and TAV Security should have issued security service invoices to terminal companies
including the payroll cost invoiced by the terminal companies. As a result of the tax inspection, the withholding value
added tax treatments of the Company in relation to the security and the labor services rendered have been criticised
and based on the criticism, tax and tax penalty has been assessed and notified to the Company. As per the notification,
outstanding value added taxes amounting to TRL 6,201, TRL 6,839, TRL 7,883, TRL 8,345, TRL 9,409 and tax penalties at
the equivalent amounts have been assessed for the years 2007, 2008, 2009, 2010 and 2011, respectively. Furthermore,
outstanding corporate income taxes amounting to TRL 745, TRL 688, TRL 823, TRL 800, TRL 1,011 and tax penalties of
TRL 1,326, TRL 1,242, TRL 1,496, TRL 1,423, TRL 2,358 have been assessed for the years 2007, 2008, 2009, 2010 and
2011, respectively.

255

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

In addition, Special Irregularity Penalty is assessed due to the fact that TAV Security has not issued security service
invoices to the terminals including the payroll invoices. Special Irregularity Penalty amounting to TRL 365 have been
assessed for the years 2007, 2008, 2009, 2010 and 2011.
Following the negotiations with the Directorate of Revenue Administration, the authorities and TAV Security has
concluded a settlement on 24 December 2014 where the VAT liability was reduced to TRL 0 (zero) and the Corporate
Income Tax liability has been reconciled to TRL 348 as principle tax assessment and TRL 152 as interest penalty.
Georgian Tax Authority criticised the deduction of the VAT stemming from the construction of Batumi Airport Terminal
which was undertaken by TAV Tbilisi in return for the extension of the operation period of Tbilisi Airport. The inspectors
claimed that this transaction was a barter transaction and hence, TAV Tbilisi should have transferred the Batumi Airport
Terminal to the competent authority by calculating VAT. As a result, VAT amounting to GEL 9,798 (EUR 4,325) has been
assessed and it has been charged together with GEL 8,263 (EUR 3,647) of penalty (GEL 18,061 (EUR 7,972) in total). The
management, lawyers and the tax advisors do not agree with the claim of the Georgian Tax Authority. Therefore, TAV
Tbilisi has proceeded the appeal process and management believe that the appeal process will be concluded in the TAV
Tbilisis favor. Accordingly, no provision is recorded in the accompanying consolidated financial statements.
38. RELATED PARTIES
The major immediate parents and ultimate controlling parties of the Group are Aroports de Paris, Tepe and Akfen
Groups.
All other transactions not described in this footnote between the Company and its subsidiaries, which are related parties
of the Company, have been eliminated on consolidation. Details of balances between the Group and other related parties
are disclosed below.
Key management personnel compensation:
The remuneration of directors and other members of key management during the year comprised the following:

Short-term benefits (salaries, bonuses etc.)

2014
14,879
14,879

2013
15,039
15,039

As at 31 December 2014 and 2013, none of the Groups directors and executive officers has outstanding personnel
loans from the Group.
The details of the transactions between the Group and any other related parties are disclosed below:
Other related party transactions:

Due from related parties


Current loan to related parties

31 December 2014
17,668
7,933
25,601

31 December 2013
7,226
7,524
14,750

Non-current loan to related parties

31 December 2014
2,799
2,799

31 December 2013
-

256

TAV 2014 ANNUAL REPORT

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Due from related parties


TAV Tepe Akfen Yat. n ve l. A.. (TAV naat) (***)
AT (*)
Tibah Development (**)
TAV G Otopark Yapm Yatrm ve letme A.. (TAV G)
Other related parties
(*)
(**)

31 December 2014
8,577
6,139
1,466
143
1,343
17,668

31 December 2013
4,642
584
694
1,306
7,226

Receivables from AT comprise of concession fee duty-free receivables.


Receivables from Tibah Development are mainly related with the consultancy services rendered.
Receivables from TAV naat are mainly comprised of advances given by TAV Ege for construction work to be rendered by TAV naat.

(***)

Loan to related parties


TAV naat
Tibah Development
Other related parties

31 December 2014
4,114
744
3,075
7,933

31 December 2013
2,841
2,468
2,215
7,524

Non- Current loan to related parties


Tibah Development
Saudi Hava

31 December 2014
1,993
806
2,799

31 December 2013
-

31 December 2014
2,579
3,634
6,213

31 December 2013
5,267
3,779
9,046

7,717
7,717

10,289
10,289

Due to related parties


Current loan from related parties

Non-current loan from related parties

Due to related parties


IBS Brokerlik ve Sigorta Hizmetleri A.. (IBS Sigorta) (*)
TAV Havaclk
BTU Lokum
Other related parties
(*)

31 December 2013
4,914
156
197
5,267

31 December 2014
3,207
427
3,634

31 December 2013
3,366
413
3,779

IBS Sigorta provides insurance intermediatory services to the Group.

Current loan from related parties


AT (*)

Other related parties


(*)

31 December
2014
1,254
549
515
261
2,579

Loan received from AT for financing purposes.

257

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Non-current loan from related parties


AT (*)
(*)

31 December 2014
18,874
18,874

31 December 2013
22,584
22,584

2014
238,865
13,995
252,860

2013
240,660
19,594
260,254

2014
6,230
4,780
2,692
2,509
642
840
17,693

2013
510
1,316
3,670
43
616
459
6,614

2014
123
(708)
56
(529)

2013
896
(922)
74
48

Services rendered to AT comprise of concession fee for duty-free operations.

Services rendered by related parties


TAV naat
Akfen Elektrik Enerjisi Toptan Satis A..
IBS Sigorta (*)
BTA Denizyollar
TAV Havaclk A..
Other related parties
(*)

31 December 2013
3,986
6
3,992

Deferred income from related parties is related with the unearned portion of concession rent income from AT.

Services rendered to related parties


AT (*)
Other related parties
(*)

31 December 2014
3,710
315
4,025

Deferred income from related parties is related with the unearned portion of concession rent income from AT.

Long term deferred income from related parties


AT (*)
(*)

31 December 2013
10,289
10,289

Loan received from AT for financing purposes.

Short term deferred income from related parties


AT (*)
Other related parties
(*)

31 December 2014
7,717
7,717

IBS Sigorta provides insurance brokerage services to the Group.

Interest (expense) / income from related parties (net)


TAV naat
AT
Other related parties

The average interest rate used within the Group is 6.59% per annum (31 December 2013: 6.63%). The Group converts
related party TRL loan receivable and payable balances to USD at month end using the Central Banks announced
exchange rates and then charges interest on the USD balances.

258

TAV 2014 ANNUAL REPORT

TAV HAVALIMANLARI HOLDING A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Construction work rendered by related parties


TAV naat (*)

2014
33,610
33,610

2013
165,839
165,839

(*)
TAV naat mainly provided services relating to the construction of zmir Adnan Menderes International Airports domestic terminal and
renovation of Alanya Gazipaa Airport as of 31 December 2014 and 2013.

Dividend distribution
In 2014 the Company distributed dividends to the shareholders amounting to EUR 65,209 (TRL 199,009) from the
Companys distributable profits computed for 2013. Dividend per share is full EUR 0.18 (full TRL 0.55).
39. INTERESTS IN OTHER ENTITIES
Non-controlling interests in subsidiaries
The following table summarises the information relating to each of the Groups subsidiaries that has material noncontrolling interests (NCI) before any intra group eliminations.

TAV Tunisia
NCI Percentage
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Carrying amount of NCI

Revenue
(Loss) / profit
Total comprehensive income
(Loss) / profit allocated to NCI

31 December 2014
Other immaterial
TAV Tbilisi
BTA
subsidiaries

479,582
27,671
378,025
133,939
(4,711)
(1,554)

55,292
5,767
2,955
58,104
13,945

25,623
24,449
15,544
27,071
7,457
2,485

TAV Tunisia
50,870
(32,889)
(52,788)
(10,853)

1 January - 31 December 2014


Other immaterial
TAV Tbilisi
BTA
subsidiaries
33,728
118,787
14,874
4,858
18,191
5,166
3,570
1,619
975

2,297

Total

17,173

Total

(4,689)

259

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

31 December 2013

NCI Percentage
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Carrying amount of NCI

Revenue
(Loss) / profit
Total comprehensive income
(Loss) / profit allocated to NCI

TAV Tunisia
33.00%
501,096
24,289
379,879
97,430
48,076
15,865

TAV Tunisia
50,779
(18,030)
(8,201)
(5,950)

TAV Tbilisi
24.00%
57,116
3,967
10,381
2,192
48,510
11,642

BTA
33.33%
15,153
13,185
5,142
14,751
8,445
2,815

Other immaterial
subsidiaries

Total

2,109

32,431

1 January - 31 December 2013


Other immaterial
TAV Tbilisi
BTA
subsidiaries
31,590
98,504
11,384
7,335
6,933
(150)
2,732
2,445
538

Total

(235)

Joint ventures
Associates

31 December 2014
101,644
2,439
104,083

31 December 2013
90,058
1,937
91,995

Joint ventures
Associates

2014
34,902
(254)
34,648

2013
33,811
(209)
33,602

Joint Ventures
Carrying amounts of the Groups joint ventures in the statement of financial position as at 31 December 2014 and 2013
are as follows:

TGS
AT
Tibah Development
BTA Denizyollar
Tibah Operation
Other

260

TAV 2014 ANNUAL REPORT

31 December 2014
57,320
33,166
8,427
1,492
805
434
101,644

31 December 2013
52,208
30,357
4,281
1,385
1,033
794
90,058

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Groups share of profit / (loss) of the Groups joint ventures in the statement of comprehensive income for the years
ended 31 December are as follows:

AT
TGS
Tibah Development
Tibah Operation
BTA Denizyollar
Other

2014
20,190
8,487
5,162
699
597
(233)
34,902

2013
22,222
7,294
2,961
695
481
158
33,811

The Group has the following significant interests in joint ventures:


TGS
50% equity shareholding with 50% voting power, in TGS, a joint venture established in Turkey. The following tables
summarise the financial information of TGS. The tables also reconcile the summarised financial information to the
carrying amount of the Groups interest in TGS, which is accounted for using the equity method:

Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 7,297
(31 December 2013: EUR 5,615))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 19,750 (31 December 2013:
EUR 17,179))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

Revenue
Depreciation and amortization
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
Cash dividends received by the Group

31 December 2014
116,560

31 December 2013
97,862

40,745
18,698

32,011
6,311

23,968
114,639
57,320
57,320

19,147
104,415
52,208
52,208

2014
216,103
8,240
778
5,937
16,973
2,887
19,860
8,487
4,243

2013
195,232
8,088
210
1,477
14,588
(13,349)
1,239
7,294
-

261

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

AT
49.98% equity shareholding with 50% voting power in AT, a joint venture established in Turkey. The following tables
summarise the financial information of AT. The tables also reconcile the summarised financial information to the
carrying amount of the Groups interest in AT, which is accounted for using the equity method.

Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 21,177 (31 December 2013: EUR 16,832))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 45,728 (31 December 2013:
EUR 13,597))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

Revenue
Depreciation and amortisation
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
Cash dividends received by the Group

262

TAV 2014 ANNUAL REPORT

31 December 2014
57,846

31 December 2013
54,892

87,854
13,983

60,819
21,128

65,360
66,357
33,166
33,166

33,846
60,737
30,357
30,357

2014
554,263
3,998
723
10,706
40,396
(1,118)
39,278
20,190
16,567

2013
543,304
2,757
2,034
11,952
44,460
(864)
43,596
22,222
16,760

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Tibah Development
33.33% equity shareholding with 33.33% voting power in Tibah Development, a joint venture established in Saudi
Arabia. The following tables summarise the financial information of Tibah Development. The tables also reconcile
the summarised financial information to the carrying amount of the Groups interest in Tibah Development, which is
accounted for using the equity method:

Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 5 (31 December 2013: EUR 12))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 33,395 (31 December 2013:
EUR 28,122))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

Revenue
Depreciation and amortization
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year

BTA Denizyollar

31 December 2014
903,364

31 December 2013
460,150

34,321
490,689

59,545
468,066

421,715
25,281
8,427
8,427

38,786
12,843
4,281
4,281

2014
446,696
932
59
1,605
15,487
(3,050)
12,437
5,162

2013
401,027
550
212
641
8,884
1,944
10,828
2,961

33.33% equity shareholding with 50.00% voting power in BTA Denizyollar, a joint venture established in Turkey. The
following tables summarise the financial information of BTA Denizyollar. The tables also reconcile the summarised
financial information to the carrying amount of the Groups interest in BTA Denizyollar, which is accounted for using
the equity method:

Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 834 (31 December 2013: EUR 823))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 530 (31 December 2013: EUR
690))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

31 December 2014
5,752

31 December 2013
5,844

1,582
2,536

1,908
2,605

1,812
2,986
1,492
1,492

2,375
2,772
1,385
1,385

263

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

Revenue
Depreciation and amortisation
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year

2014
20,203
1,061
46
305
1,195
15
1,210
597

2013
19,591
1,146
86
255
962
(694)
268
481

Tibah Operation
51.00% equity shareholding with 33.33% voting power in Tibah Operation, a joint venture established in Saudi
Arabia. The following tables summarise the financial information of Tibah Operation. The tables also reconcile
the summarised financial information to the carrying amount of the Groups interest in Tibah Operation, which is
accounted for using the equity method:

Current assets (including cash and cash equivalents amounting to 31


December 2014: EUR 3,795 (31 December 2013: EUR 3,514))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 4,345 (31 December 2013: EUR
2,845))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

Revenue
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year

264

TAV 2014 ANNUAL REPORT

31 December 2014

31 December 2013

6,679
346

5,632
166

4,754
1,579
805
805

3,441
2,025
1,033
1,033

2014
25,217
105
225
1,371
183
1,554
699

2013
23,312
298
171
1,362
(76)
1,286
695

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

The Group has interests in a number of joint ventures none of which is regarded as individually material. The following
table summarises, in aggregate, the financial information of all individually immaterial joint ventures that are accounted
for using the equity method:

Carrying amount of interest in joint ventures

Share of:
Profit / (loss) for the year
Other comprehensive income
Total comprehensive income

31 December 2014
280

31 December 2013
794

2014

2013

(391)
82
(309)

158
(106)
52

Associates

ZAIC-A

31 December 2014
2,439
2,439

31 December 2013
1,937
1,937

ZAIC-A

2014
(254)
(254)

2013
(209)
(209)

ZAIC A
15.00% equity shareholding with 15.00% voting power in ZAIC-A, an associate established in United Kingdom. The
following tables summarise the financial information of ZAIC-A. The tables also reconcile the summarised financial
information to the carrying amount of the Groups interest in ZAIC-A, which is accounted for using the equity method:

Current assets (including cash and cash equivalents amounting to 31


December 2014: EUR 24,074 (31 December 2013: 20,055))
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 7,804 (31 December 2013:
7,143))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position

Revenue
Expense
Loss for the year
Other comprehensive income
Total comprehensive income
Groups share of loss for the year

31 December 2014

31 December 2013

24,074

20,055

7,804
16,270
2,439
2,439

7,143
12,912
1,937
1,937

2014
38,604
(40,317)
(1,713)
(1,713)
(254)

2013
6,855
(8,244)
(1,389)
(1,389)
(209)

265

TAV HAVALMANLARI HOLDNG A.. AND ITS SUBSIDIARIES


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)

40. SUBSEQUENT EVENTS


The Company acquired 4% of shares of TAV Urban Georgia LLC held by Aeroser International Holding in return for 5.2
million USD. The purchase value of these shares was determined by negotiations. After the share transfer, the share of
TAV Airports Holding in TAV Urban Georgia increased from 76% to 80% and the share of Aeroser International Holding
decreased to 20% from 24%.
The Board of Directors of the Company has decided to distribute dividend amounting to TRL 306,053 (equivalent to
EUR 109,192) in cash from the profit for the year 2014 with the decision numbered 2015/4 as of 19 February 2015. The
decision will be presented to the General Assembly for the approval. Dividend per share will be full TRL 0.84 (full EUR
0.30).

266

TAV 2014 ANNUAL REPORT

Glossary
ACI
Airports Council International
Aircraft Loading
Loading an airplane in accordance with its
technical specifications and operational
information.
Airport
A large area, on land or water, with buildings,
facilities and equipment that is constructed for
the purpose of featuring facilities that facilitate
landing, takeoff and ground movement of
aircraft; serve the maintenance and other
needs of aircraft; as well as boarding, loading
and unloading aircraft.
Airside Area (Flight Line Facilities)
Isolated areas beyond the passport control
points (waiting lounges, duty free area,
boarding gates); the runways, apron areas
and taxi routes of the airport as well as zones
adjacent to them; buildings and structures, or
parts of these buildings and structures, that
are directly used for flight operations under
certain circumstances; as well as areas that
have controlled access to all of these sections
Apron
Apron is a designated area at an airport where
aircraft are parked, refueled, loaded, unloaded,
boarded and maintenance is performed.
Aviation Income
Income earned from services provided to
passengers and aircraft at the airports.

Baggage Handling System (BHS)


A conveyor belt system that transports
checked baggage to areas where the bags are
loaded onto airplanes.
Build-Operate-Transfer
Process in which a private company provides
the financing for a public infrastructure
investment or service, undertakes the project,
operates it for a period determined by the
public authorities and transfers the facility at
the end of the designated period to the related
public authority in an intact, operating and
well-maintained condition.
Carry-on Baggage Handcarts
Mechanical, portable transporters used at
airports to carry passenger property.
Charter Flight
Charter flight is a non-scheduled flight service
offered in certain periods, mostly in summer
months, in which departure time is determined
based on airport traffic and passenger
demand.
Charter Terminal
Terminal building reserved for passengers
who travel with flights other than the
scheduled or regular flights.
Check-in
Check-in is the process in which ticket and
baggage transactions and passenger controls
are conducted at airport terminals by airline or
ground handling company representatives.

267

Glossary

Check-in Counter
Equipped tables at terminals used for
passenger check-in procedures.
Check-in Lounges
Sections at terminals hosting groups of checkin counters.
CIP Passenger
Commercially Important Person
Civil Aviation
Civil aviation in general refers to all activities
related to air transportation. More specifically,
it is also the generic term for all air transportrelated operational activities performed by
airports, airlines and handling companies in
accordance with national and international
rules and security principles.
Composite Cover
A mixture of concrete and asphalt used for
covering runways.
Conveyor
A mechanical apparatus with a moving belt
that carries passenger baggage from checkin counters to the aircraft and back to the
baggage-claim area.

Customs Enforcement
The organization that inspects or confiscates
the baggage or other freight, cargo or postal
belongings of passengers pursuant to customs
regulations at airports that are open to
international flights, and that enforces customs
regulations provisions in the process of
sending or receiving all kinds of commodities
and materials that will go-come abroad.
Duty Free Shop
Shops at airports where passengers can make
purchases without paying customs tax.
Duty-Paid Lounge
Isolated lounges at airports that are open to
international flights, where passengers are
taken for the declaration and control process
pursuant to the customs regulations before
making entry or exit.
Earnings per Share (EPS)
An indicator calculated by dividing a companys
net (after-tax) profit by its number of
outstanding shares.
EBITDA
Acronym for Earnings before Interest, Taxes,
Depreciation and Amortization.
EBITDAR
Acronym for Earnings before Interest, Taxes,
Depreciation, Amortization and Rent.

268

TAV 2014 ANNUAL REPORT

EUROCONTROL
European Organization for the Safety of Air
Navigation.
FIDS (Flight Information Display System)
FIDS is the system that displays the latest data
via flight information screens, monitors, flight
gate indicators, baggage claim indicators and
employee monitors.
Flight Limits
Loading-related limits determined for each
type of aircraft.

HUB
Main Center
Isolated Areas
Isolated areas are zones at airports that are
open to international flights, where passengers
are taken before making entry or exit and after
declaration and control process pursuant to
the customs regulations, as well as lounges
where passengers, who come from abroad
without entering into customs and will go
to another airport of the same country or to
another country, are hosted.

Guaranteed Passenger Income


Guaranteed passenger income is the
passenger revenue guaranteed by the
related entity, based on the expected number
of passengers per year, pursuant to the
concession contract signed with the authorized
entity. It can vary based on the contract as well
as the period covered by the contract.

ICAA
International Civil Airports Association

Hangar
Mostly large structures at airports that are
used for sheltering or conducting maintenance
and repair activities on aircraft.

Inorganic Growth
Inorganic growth is revenue growth achieved
by a companys acquiring another firm or
making a new investment, and consolidating
the production and revenue of the acquired
firm.

HAVA
HAVA, or Havaalanlar Yer Hizmetleri A..
(Ground Handling Services Co.), is the company
that performs ground handling services at the
airports.

ICAN
International Commission for Air Navigation
ICAO
International Civil Aviation Organization

Liquidity
Liquidity is the degree of speed and ease to
which an asset can be exchanged for cash.

269

Glossary

Non-Aviation Income
Income derived from activities other than
services provided to passengers and aircraft at
the airports, such as duty free.
Organic Growth
Organic growth is the growth achieved
via a companys own activities. It includes
production increase, as well as the increase in
revenue attained by selling this output.
Overflight
An aircraft flight passing over the air space of a
foreign jurisdiction without landing.
Passenger
All individuals traveling on the aircraft who are
not part of the flight personnel or cabin crew
are referred to as passengers.
Peak Day, Peak Hour
Maximum amount of passenger, aircraft, cargo,
et al. movement at an airport handled during
one day or one hour within a given period
(generally a calendar year).
Prime Class Service
As part of this exclusive service, passengers
are greeted at the terminal departures gate
by a transportation representative and their
security check and scan, check-in and passport
transactions are performed with the assistance
of a service representative.

270

TAV 2014 ANNUAL REPORT

Project Finance
Project finance is a method of securing the
financing needed for long-term infrastructure
and industrial investments at the maximum
possible level and with the minimum possible
impact on the companys balance sheet.
Posting the projects income stream or the
asset itself as collateral may be needed as a
condition of financing.
Ramp
Ramp is the area at airports where aircraft are
parked and attended to.
RAT Fields / Areas
Runway, Apron and Taxiway areas as well
as other fields reserved on the airside of the
airport for vehicles and equipment to move
and park.
Runway
Designated rectangular areas on a tract of land
on which aircraft take off and land.
Scheduled Flight
Scheduled flight is the flight service with a predetermined departure-arrival time and route.
Slot
Slot is a method of using airport capacity
optimally by spreading the air traffic at busy
airports to each hour of the day and each hour
of the week as equally as possible. In other
words, it is the right of use of airport facilities
at the landing-takeoff time slots allocated to
the aircraft.

Subsidiary
A direct or indirect capital and management
relationship that creates a permanent tie
between a company and another in terms
of participation in the management of the
company and the formulation of the companys
policies.
Taxi
The movements of an aircraft on the ground.
Taxi Route (Taxiway)
Standard-sized paths at airports along which
the aircraft taxi to or from a runway, apron, and
the like.
Terminal
Group of buildings featuring air transport
service-related companies and facilities where
pre-flight and post-flight transactions of
passengers are performed.
Terminal Operation
This term refers to the Airport General
Directorate or Directorate that operates the
terminal on behalf of the Turkish State Airports
Authority (DHM) at the airports operated
by DHM, and/or state enterprises, public
agencies, real and private legal entities that
engage in terminal operations pursuant to the
Build-Operate-Transfer Model or as part of
another arrangement.

TOC
Terminal Operations Center
Transfer Passenger
Transfer passengers are those who continue
their travel with a different aircraft or in
the same aircraft but with a different flight
number after arriving at an airport on an
airplane. These passengers are allowed to
take advantage of duty free, catering and
accommodation services at the airport.
Transit Passenger
Transit passengers are those who continue
their travel in the same aircraft or with the
same flight number shortly after arriving at
an airport on an airplane. These passengers
are not allowed to take advantage of duty free,
catering and accommodation services at the
airport.
VIP
A very important person. VIPs are mostly the
senior managers of public entities whose titles
are listed by the Prime Ministry.
VIP Lounge
Places reserved at airports for VIP Passengers.

271

153

TAV HAVALMANLARI HOLDNG A..


Stock Ticker Symbol: TAVHL
Date of Istanbul Trade Registry: 07.11.1997
Trade Registration & MERSIS No: 590256 / 0832-0062-0900-0011
Phone: +90 212 463 3000 / 2122-2123-2124
Fax: +90 212 465 3100
Website: www.tavhavalimanlari.com.tr
Address: Istanbul Atatrk Airport International Terminal (Gate A-Next to VIP) 34149 Yeilky, Istanbul

This report has been published using recycled paper and environment-friendly technologies.

153

TAV HAVALMANLARI HOLDNG A..


Stock Ticker Symbol: TAVHL
Date of Istanbul Trade Registry: 07.11.1997
Trade Registration & MERSIS No: 590256 / 0832-0062-0900-0011
Phone: +90 212 463 3000 / 2122-2123-2124
Fax: +90 212 465 3100
Website: www.tavhavalimanlari.com.tr
Address: Istanbul Atatrk Airport International Terminal (Gate A-Next to VIP) 34149 Yeilky, Istanbul

This report has been published using recycled paper and environment-friendly technologies.

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