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1 V O L U M E 3 I S S U E GROUP LAW GROUP LAW FIRM UPDATES CONTENTS PAGES GROUP LAW FIRM UP- DATES PPP FEATURES & PRI- VATIZATION HIGHLISHT ENERGY SECTOR UP- DATES Nomination of Group Law Firm for the Acquisition International Legal Award Thanks to the recommendations for short listing and honoring the excellence of the services rendered by Group Law Firm to the local and international community, we are pleased to announce that we have been nominated for the Acquisition International Legal Award. The award is granted by Acquisition International, which is currently the most important UK publishing house and research company worldwide, that has reinvigorated corporate finance news, reporting and awarding firms across the business, legal, financial and investment communities. Acquisition International Legal Award is granted to the most successful firms and attorneys at law in the respective regions, based on the counted votes received from the Acquisition International s partners within industry together with supporting documents and in-house research. The nomination recognize Group Law Firm s pre-eminence in key practice areas. This also reflect notable achievements in the last 12 months including outstanding work, impressive growth and excellence in client service. COMPETITION NEWS 8 M&A. BANKING AND FINANCE UPDATES 9 MISCELLANEOUS 10 Group Law Firm Listed among Top 3 Turkish Law Firms Legal 500

2 P A G E 2 PPP FEATURES AND PRIVATIZATION HIGHLIGHTS Group Law Firm s New Achievement: Osmangazi power grid was taken over by Yıldızlar SSS in a $485 million privatization deal in Yıldızlar Holding had said earlier it secured $375 million of the acquisition cost in loans and it had financed the remaining portion using its own assets. A total of USD 12.7 billion was obtained from the privatization of 18 state-run companies in the Energy sector Group Law Firm to Advice POLAT YOL in the Bid to Buy Osmangazi Electricity Distribution Company Turkish firm POLATYOL has submitted a bid to acquire the Osmangazi Electricity Distribution Company (OEDAŞ) and the Osmangazi Electricity Retail Sales Company (OEPSAŞ), which serves 1.4 million subscribers in Western Turkey. Turkey s energy watchdog (EPDK) seized control of the grid in August on the grounds that it was failing to fulfill the duties it had promised due to its weak finances. The EPDK also said private companies operating power grids should perform responsibly and act within the principles of providing quality service to consumers. The Osmangazi power grid was taken over by Yıldızlar SSS in a $485 million privatization deal in Yıldızlar Holding had said earlier it secured $375 million of the acquisition cost in loans and it had financed the remaining portion using its own assets. Group Law Firm, do to the intensive experiences gained over the years in the M&A, Energy, and Privatisation Sectors, has been appointed as the legal advisor of the deal. Turkey s Power Distribution Sector (21 Companies) Privatization Completed According to Turkish Finance Minister Mehmet Şimşek, Turkey s power distribution sector privatization has reached to an end after the transfer of the Toroslar Elektrik (Power Distribution company) to the private sector, told Şimşek. These companies now begin to make profit, and enable the state to earn money by paying their taxes as well as paying their privatization costs, Şimşek said, adding that a total of USD 12.7 billion was obtained from the privatization of 18 state-run companies in the sector. The final negotiations on the privatization of four electricity distributing companies Toroslar, Ayedas, Van Golu and Dicle took place on March 15, putting USD billion in the state's cash box, almost USD 3 billion which came from Enerjisa, which won the tender for the two largest grids. Enerjisa, jointly owned by Turkey's Sabanci and German energy giant E.ON, has placed the highest bids for the largest of the two grids: AYEDAS, which operates on the Asian side of Istanbul, and Toroslar Elektrik, operating in the Adana region in southern Turkey. The company paid 40% of the contract, USD 690 million, for Toroslar at the beginning of this week, adding that the remaining amount would be paid in three equal parts in the next three years. Meanwhile, the İşkaya Doğu joint venture placed the highest bid for the privatization of Dicle Elektrik, the electricity distributor operating in Turkey s southeastern provinces, with a $387-million proposal. Türkerler won the tender

3 P A G E 3 Marmaray maximum capacity of 1.5 million passengers a day, the Marmaray was expected to alleviate 20 percent of the 14 millionperson city s traffic burden. Four marinas will be built in Balıkesir, Tekirdağ, İzmir and Istanbul that will have a 1,525 berth capacity in total. So, the marina berth capacity will rise to 19,000 Turkey s Underwater Marmaray Tunnel Officially Opens. The European and Asian sides of Istanbul are to be connected for the first time with a railway tunnel constructed under the Bosphorus, officially opened on Oct. 29 following a grand ceremony celebrating the realization of the government s first of many mega projects. it is an ambitious project being developed as a Public Procurement to connect both sides of Istanbul, and it has been the a link between London-Beijing. The ceremony, which coincided with the 90th anniversary of the foundation of the Turkish Republic, was attended by Turkish President Abdullah Gül and Prime Minister Recep Tayyip Erdoğan, as well as Japanese Prime Minister Shinzo Abe, Romanian Prime Minister Victor Ponta, Somali President Hasan Sheikh Mahmud and a number of world leaders in the sector. Speaking at the ceremony, President Abdullah Gül said the government s vision and stability had made the realization of the Marmaray possible. An environment of stability and trust established in recent year paved the way for the realization of large projects. In the upcoming period, definitely larger ones will come online, he said. Erdoğan also said that the project was just the first of other giant transportation projects slated for Istanbul and Turkey. A Turkish-Japanese consortium (Taisei-Nurol-Gama) has realized the project, called the Marmaray, fulfilling a 150-year-old dream. The Marmaray will provide a non-stop railway route connecting China to Western European markets and vice versa as a modern day Silk Road. The main structures and systems include the immersed tube tunnel, bored tunnels, cut-and-cover tunnels, at-grade structures, three new underground stations, 37 surface stations (renovation and upgrading), operations control center, yards, workshops, maintenance facilities, upgrades of existing tracks including a new third track, new electrical and mechanical systems and modern railway vehicles. Turkey s Marinas to be Privatized Soon According to the Turkish transport Minister Binali Yıldırım government is planning to launch tenders for four marinas soon, which would raise the total berth capacity for yachts to 19,000 in Turkey. Yıldırım told that there were currently 43 public and private marinas in the country, that would increase to 47 with the new ones. Four marinas will be built in Balıkesir, Tekirdağ, İzmir and Istanbul that will have a 1,525 berth capacity in total, he said. The new marinas will be constructed with the build-operate-transfer (BOT) model, he said, adding that eight marinas in Muğla, Aydın, İzmir, Yalova, Mersin and Antalya had already come into operation with this method and five marinas were still under construction in Antalya, Mersin and Muğla.

4 P A G E 4 Turkey's airports now have the capacity to handle 200 million passengers annually. When the third airport is completed in Istanbul this figure will rise to 375 million passengers The Trans- Anatolian Gas Pipeline (TANAP), construction on which is expected to start by the end of 2014, is expected to begin operations by 2018 with a 16 billion cubic meter capacity Istanbul s 3rd Airport Construction to Begin in May The Construction of Istanbul s third airport project has been completed and it is more likely that construction will start in May, according to Nihat Özdemir Chairman of Limak Holding. The new airport will be built on İstanbul's European side between the Black Sea regions of Yeniköy and Akpınar, an area where the Environment and Urban Planning Ministry is also planning to build İstanbul Metropolitan, a massive 1.5 million-person satellite city, a 30-mile canal to divert shipping from the Bosporus and a third Bosporus bridge and road network to connect the region with greater İstanbul and Asia. In January, Turkey unveiled its plans to build the airport, which it said could be completed as early as The Transportation Ministry reported that the airport would be able to handle a capacity of 90 million passengers annually upon opening in 2017, and would gradually gear up to the world-record-setting 150 million passenger capacity. The tender to build İstanbul's third airport, expected to be the world's largest, took place at Ankara's Esenboğa Airport on May 4. The Cengiz-Kolin-Limak- Mapa-Kalyon Consortium, a joint venture of Turkish companies, won the tender, promising to pay the government 22.1 billion euros for 25 years, starting from Turkish Airports awarded Best Airport of Europe every year, and 3th Airport is expected to be awarded Best Airport of the World. Government to privatize Port of Derince for 36 years Turkey to Privatized Derince Port in the province of Kocaeli owned by The General Directorate of the Turkish State Railways Administration for 36 years through the method of Grant of Operation Right according to an announcement in the Official Gazette. As per the gazette, the operational rights to the port will be put to a sale, with bidders being required to assure $30 million in funds, plus an additional $20 million for fees in order to qualify. It also states that if the commission responsible for the sale receives a lot of applicants, it will hold an auction instead of a tender. Both Turkish and foreign corporations or joint ventures can apply to bid, but venture capital funds can only bid if they partner up with a joint venture. Joint ventures cannot consist solely of venture capital funds. Offers will be accepted until 16 January Operational rights to the Port of Mersin and Port of İzmir have already been privatized. The tender will be realized by the bargaining method. If the Tender Commission deems necessary, the tender process may be finalized through a public auction with the participation of the bidders with whom the bargaining negotiations are still in process. STFA, Dubai Port Properties, Turkerler, Ciner, Yılport, Polat Yol is expected to be strong bidders.

5 P A G E 5 Bid Date Postponement for Eskişehir City Hospital The Bid Date for the for the Work of Construction Works and the Provision of Products and Services for Eskişehir City Hospitals changed to at 15:00. Earlier, the pre-qualification tender for Eskişehir City Hospital was performed and following are the qualified bidders; QUALIFIED BIDDERS: 1. Garanti-Koza İnş.San. ve Tic. A.Ş. Turkish Ministry of Health has began a human-oriented health transformation program under which all health facilities in Turkey converts to suitable structures taking into world standards, variety of treatment, regional development and emerging technologies. 2. Kayı İnş.San. ve Tic. A.Ş._A ve B Gayrimenkul Geliştirme İnş. Yat. A.Ş.- Han Teknik Müş.Müh.Mim. A.Ş. Joint Venture. 3. Güriş İnşaat ve Mühendislik A.Ş. 4. Assignia İnfraestructuros S.A.-Kolin İnş.Tur.San. ve Tic. A.Ş. Joint Venture. 5. Constructora San. Jose S.A.-Fernas İnş. A.Ş. Joint Venture. 6. Yıldızlar İnş. ve Tic. A.Ş. 7. Universal Acarsan Sağ.Hiz. ve İnş. Ltd.Şti-Acarsan Makarna Un Gıda İnş.San. ve Tic. A.Ş. - As Bodrum Özel Sağ.Hiz.İşl.Tic.İnş. ve Tur Ltd.Şti. Joint Venture. 8. TTT Sağ.Hiz.Eğt.İnş.San.Tic. A.Ş.- Metag İnş.Tic. A.Ş. Joint Venture. 9. Akfen İnş. Tur. Tic. A.Ş. 10. Emsaş İnş. Tur. Tic. ve San. A.Ş. - Forcimsa Empresa Constructora S.A. Joint Venture. 11. YDA İnş.San. ve Tic. A.Ş. - İnso Sistemi Perle Infrastrutture Sociali S.P.A. Joint Venture. 12. Pekintaş Yapı San. ve Tic. Ltd.Şti.-Hüsamettin Peker İnş.Taah.San. ve Tic. Ltd.Şti. - Burakcan İnş. ve Tic.Ltd.Şti. Joint Venture

6 P A G E 6 All four reactors of the Akkuyu Nuclear Power Plant have been expected to be online in Turkey is very important to us with its huge potential in energy development. Now the share of our activities in the country has exceeded 5 percent of our global revenue, CMEC President. GROUPLAW ENERGY SECTOR UPDATES Turkey s First Nuclear Plant Reactor to Start Working by 2020 The Akkuyu Nuclear Power Plant s first reactor, that is going to be built in the southern province of Akkuyu by Russia s Rosatom will start working by 2020,one of the senior executives of the plant has said. If everything goes right, we ll start power generation in the midst of 2020, said the CEO of the Akkuyu Nuclear Power Plant, Alexander Superfin. He noted that the construction license of the plant would most probably be given by Turkey s Atomic Energy Authority in We believe we ll start the construction at the beginning of 2016, he said. Superfin also said the Russian government plans to spend approximately $3 billion for the project until The first $700 million was spent in 2011, and the second $700 million will be available to spend by the end of this year, he said. Some 10,000 people will be employed at the construction site alone, and some 2,000 people more will work at the company building, he noted. All four reactors of the plant have been expected to be online in 2023, but the plant may be delayed at least one year, a source close to the plans said to Reuters two weeks ago, as bureaucratic hurdles hamper the $20 billion project. Chinese CMEC to Enter Turkish Energy Sector Chinese Machinery Engineering Corporation (CMEC), is planning to make direct investment in Turkey, according to the company CEO and president. The CMEC has been active in Turkey since the mid-1980s in the fields of engineering, procurement and construction energy projects. Turkey is very important to us with its huge potential in energy development. Now the share of our activities in the country has exceeded 5 percent of our global revenue. We had held over $3 billion of projects here in Turkey, adding $1 billion more by the end of this year. Now we plan to make direct investment in Turkey, mainly in the fields of power generation, transmission or distribution, Zhang Chun said. CMEC plans to put in $50 million to $100 million in equity capital, but with a significant amount of credit from Chinese banks for the planned project. We have already had talks with a number of potential local partners, and our teams have been working on the details of the power generation and power distribution sectors of Turkey, which is very developed in the construction industry. We will make the required acquisitions from Turkey both in construction materials and services as well, Chun said. It is expected that CMEC may be reaching its goals only if it invests in both Energy Generation and Distribution sectors.

7 P A G E 7 Turkey is thought to have substantial reserves of shale gas in Thrace, in the Central Anatolian provinces of Ankara, Konya, Nevsehir, as well as in Erzurum in Eastern Anatolia and Diyarbakir in the Southeastern Anatolia regions. Zorlu s new inaugurated geothermal power plant contributes $150 million to the Turkish economy and with additional investments of the company in the coming months. Shell to Explore for Shale Gas in Southeastern Turkey Royal Dutch Shell and Turkey s state-owned oil company the Turkish Petroleum Corporation (TPAO) will jointly begin to explore for shale gas in Turkey s southeastern province of Diyarbakir. The first two wells to be drilled in Konacik will have a depth of 3,000 meters and will be followed by horizontal drilling to reach shale reserves thought to be in the area. Shell plans to open over 20 wells if initial drills are found to be successful. Shell and TPAO signed a deal in late 2011 to jointly explore and produce oil and gas in Batman and Diyarbakır provinces in southeastern Turkey. Turkey s TPAO Earns 12 Billion Dollars from Baku-Tbilisi- Ceyhan Pipeline According to Turkish Minister of Energy & Natural Resources Taner Yildiz, the Turkish Petroleum Corporation (TPAO) has gained an income of 12 billion dollars from the Baku-Tbilisi-Ceyhan (BTC) crude oil pipeline. Turkey has around 3,800 km of oil pipelines and around 80,000 km of natural gas pipelines, Yildiz said regarding the Baku-Tbilisi-Ceyhan crude oil pipeline during the "Pipeline and safe life" award ceremony at the presidency in Ankara. Pointing out the TPAO's 6.5% share in the BTC crude oil pipeline, Yildiz said that the BTC crude oil pipeline had transported 1.8 billion barrels in trade volume to date. Zorlu Group s 80 MW Geothermal Power Plant Go Online Turkish conglomerate Zorlu Group has inaugurated its 80 MW Kizildere 2 geothermal power plant in the Aegean province of Denizli. Zorlu Energy, one of the group s companies, constructed the Kızıldere 2 Geothermal Power Plant with $250 million investment. The Chairman of Zorlu Ahmet Zorlu said the company continues to aim at growing its business on renewable energy sources in Turkey. The new inaugurated geothermal power plant contributes $150 million to the Turkish economy and with additional investments of the company in the coming months, the company is helping to reduce Turkey s current account deficit. Zorlu Energy won the tender for operation rights of the Kızıldere Geothermal Power Plant in 2008 and raised its capacity from 6 mw to 15 mw, he said. Kızıldere 2 will raise the capacity to 95 mw and will take its place among the world s largest geothermal fields, Zorlu adding. The new plant is Turkey s largest geothermal power plant, he said. The ceremony was also attended by Prime Minister Recep Tayyip Erdoğan and Energy Minister Taner Yıldız.

8 P A G E 8 The underlying principle of market economy is the assumption that economic relationships are based on free competition COMPETITION NEWS Investigation Initiated concerning Tekhnelogos Yazılım Müh. Müş. ve Bilişim Hizm. San. ve Tic. Ltd. Şti. and Üç Elma Sigorta Aracılık Hizmetleri Ltd. Şti. The Competition Board concluded the preliminary inquiry which was launched in response to the claims that Tekhnelogos Yazılım Müh. Müş. ve Bilişim Hizm. San. ve Tic. Ltd. Şti. complicated hand-delivery of natural gas interior piping projects and obliged using digital delivery/acceptance system as well as making insurance policies related to projects sent through the system digitally, consequently, operations could be made only via its own insurance company. After discussing the information, documents and findings acquired in the preliminary inquiry the Board concluded that the findings were significant and sufficient, and decided to initiate an investigation on the following undertakings according to article 41 of the Act no 4054 on the Protection of Competition. Tekhnelogos Yazılım Müh. Müş. ve Bilişim Hizm. San. ve Tic. Ltd. Şti. - Üç Elma Sigorta Aracılık Hizmetleri Ltd. Şti. The investigation was initiated in order to determine whether Tekhnelogos Yazılım Müh. Müş. ve Bilişim Hizm. San. ve Tic. Ltd. Şti. and Üç Elma Sigorta Aracılık Hizmetleri Ltd. Şti. violated articles 4 and 6 of the Act no The Acquisition of Aytaç Gıda Yatırım San. ve Tic. A.Ş. Authorized The acquisition of 75% of the shares in Aytaç Gıda Yatırım San. ve Tic. A.Ş. from Yimpaş Yozgat İhtiyaç Maddeleri Paz. ve Tic. A.Ş., Yimpaş Gıda San. ve Tic. A.Ş. and Yimpaş Holding A.Ş. by Ak Gıda San. ve Tic. A.Ş. and Yıldız Holding A.Ş. through a company they would establish was authorized. Hearing for the Investigation concerning Some Undertakings Operating Building Inspection Services Market in Çorum to be Held on November 26. The investigation which was conducted in order to determine whether some undertakings operating building inspection services market in Çorum violated article 4 of the Act no 4054 reached the heraing stage. The hearing concerning the aforementioned undertakings will be held on Tuesday, November 26,, at 2:00 pm.

9 P A G E 9 San Leon will focus on shale exploration as well as natural gas and oil in Turkey, using the existing licenses of Alpay Enerji Promoting Islamic finance in Turkey, the world s 17th largest economy with a predominantly Muslim population of 76 million, is part of government plans to boost commercial ties with the Gulf and diversify the country s investor base. M&A, BANKING AND FINANCE UPDATES Turkish Teknosa Plans to sell shares Turkish electronics retail firm Teknosa has experienced its lowest close in a week after an investor revealed that he was about to sell 1.82 million shares. This would raise the firm s equity available for trading by a fifth. According to Bloomberg, more than 150,000 shares changed hands since 1 October, which is 87% of the three-month daily average. Among others, investor Demir Sabanci said that he was planning to sell his shares. This would make almost 10% of the company s 110 million shares available for trading. Teknosa s shares have seen a 57% growth so far this year, a 5.1% decline in the benchmark index. Irish San Leon acquires majority stakes in Turkish Alpay Enerji Ireland-based San Leon Energy steps into the Turkish market with the acquisition of the majority stakes of local energy company, Alpay Enerji. San Leon will focus on shale exploration as well as natural gas and oil in Turkey, using the existing licenses of Alpay Enerji. The Irish company will be investing USD 55 million in its Turkey operations. San Leon will own 75 percent of the Turkish company according to the deal. Alpay Enerji has oil and gas licenses for fields in Turkey s Hatay, Adana and Konya provinces. Japanese Panasonic to Acquire Turkish Viko Electrical Equipment Manufacturer Japanese electronics giant Panasonic has announced an agreement to acquire the majority stake in the Turkish electrical equipment manufacturer, Viko. Turkey s growth potential combined with its central location, which provides easy access to markets in Russia, Central Asia, the Middle East, Africa and Europe, as well as the Turkish company s strong brand awareness and wide sales network were listed as Panasonic s motivations for the 90 percent stake acquisition, according to a press release by the Japanese company. The announced purchase price of USD 460 million is subject to change with the closure of the deal, scheduled to be completed in Q1, Viko produces electrical wiring equipment including switches, sockets, circuit breakers and other devices. Türkiye Finans To Issue more Sukuk Turkish islamic lender Türkiye Finans is considering to issue both lira and foreign currency-denominated sukuk in This step shows Turkey s growing Islamic finance industry as the government promotes a wider range of Islamic finance products. We think that the experience we have gained from previous sukuk issues will reflect on future sukuk issues. We plan both domestic currency and forex-denominated sukuk issues in 2014, said Chief Executive Derya Gürerk.

10 P A G E 1 0 Turkish budget allocation for R&D has doubled in the last 11 years, reaching almost 1 percent, Turkey s revenue rose from USD 230 billion to USD 800 billion in the last decade. Turkey s exports have reached USD 112 billion dollars in the first 9 months of the year with a yearend target of USD billion. The country aims to reach USD 500 billion exports by 2023, the 100th anniversary of the Republic. GROUPLAW MISCELLANEOUS Turkey to Allocate USD 60 billion on R&D by 2023 According to the Turkish Technology Minister Nihat Ergün, Turkish government aims to increase its budget allocation for research and development (R&D) to 3 percent, valued at approximately USD 60 billion by Despite Turkey s fiscal conservatism in light of recent global crises, it did not reduce its budget allocation to R&D and instead raised its allocation, Ergün said during the Information Economy Global Forum organized by the Organization for Economic Cooperation and Development (OECD) and the Turkish Ministry of Science, Industry and Technology, in Istanbul. The budget allocation for R&D has doubled in the last 11 years, reaching almost 1 percent, he said. Turkey s revenue rose from USD 230 billion to USD 800 billion in the last decade, he said. We aim to raise our GDP to USD 2 trillion by 2023 and R&D expenditure share to 3 percent. By way of this target, we ll become a country that will be spending USD 60 billion on R&D projects by 2023, he said.the country provides special investment incentives in the form of tax exemptions and cuts as well as financial support to improve the technological competitiveness and innovation capacity of vital industries. Turkey s Exports to Increase 12 Percent Beyond World Average HSBC Report Turkey s increasing influence and growing cooperation with new export markets in the Middle East, Africa and Asia are forecasted to increase the country s exports by 12 percent on average until 2020, according to HSBC Global Connection s latest Turkey Trade Forecast Report. Surpassing the global export growth forecast of 8 percent, Turkey is also listed among the top six countries with a positive trade sentiment in the HSBC Trade Confidence Index with 122 points, higher than the global index average of 112. Dated October, the report points to Turkey s industrial machinery, iron -steel and chemicals sectors, all of which are predicted to see increased demand from customers in the Middle East, Africa and Asia in the coming years. The report praises the country for becoming an investor magnet in recent years, thanks to a growing economy, robust macroeconomic framework and an attractive tax regime. Turkey s young population, advantageous geographical location and a qualified workforce are also points of attraction for foreign investors. Turkey s exports have reached USD 112 billion dollars in the first 9 months of the year with a year-end target of USD billion. The country aims to reach USD 500 billion exports by 2023, the 100th anniversary of the Republic.

11 P A G E 1 1 DISCLAIMER This newsletter has been prepared for information al purpose only; It has neither prepared for advertising purpose nor with the intention of creating an attorneyclient relationship. None of the information contained in this legal newsletter shall constitute legal advice or anything correlated thereto. Turkey Receives USD 13 billion Foreign Investment According to the Amplio Real Estate Investments co-founder and Board of Directors Chairman Alaeddin Babaoglu, foreign investors do not have reservations about Turkey and do not wish to ecsape the market. Turkey, the 16th largest economy in the world and 6th in Europe, is among the fastest growing economies and has attracted significant foreign capital investments, Babaoglu said. Indicating that Turkey was among the 13 most attractive destinations for foreign capital investment, Babaoglu noted its commercial potential had become the focus of attention, especially in Middle Eastern markets, due to its economic structure and relations. Citing world real estate reports, Babaoglu stated that the city of Istanbul had great potential as its existing assets ranked second among emerging market trends while its new merger, acquisition and development opportunities ranked first. While the number of foreign-owned enterprises was 32,600 at the end of 2012, it has exceeded 34,000 as of June, Babaoglu noted. Turkey attracted 13 billion dollars of foreign investment in 2012," he added. CONTACTS: Tel:+90(212) Fax:+90(212) Pekintaş Plaza Kat: 9 Büyükdere Cad. No: Mecidiyekoy İstanbul / TURKEY

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