REPUBLIC OF TURKEY
PRIME MINISTRY
PRIVATIZATION ADMINISTRATION

INVITATION TO INVESTORS

TENDER ANNOUNCEMENT CONCERNING THE PRIVATIZATION OF
MOTORWAYS AND BRIDGES

In the tender which is publicized with the announcements made as per 25 August 2011;

Final Date for Application of Preliminary Qualification which was Thursday, 19 January 2012 is amended as Thursday, 05 April 2012, 16:00;

Final Bidding Date which was Thursday, 16 February 2012 is amended as Thursday, 17 May 2012, 16:00.

Other issues regarding the tender can be found in Tender Specifications.

Abovementioned issues are presented to the publics attention.

CONFIDENTIALITY UNDERTAKING ?

1. The tender will be realized by receiving the bids submitted in sealed envelopes and by using the bargaining method at the tender negotiations. In case it is found to be necessary by the Tender Commission (Commission) the tender process will be finalized through a public auction attended by the Bidders with whom the negotiations will be continuing.

2. Offers shall be taken in and the tender shall be finalized over US Dollars.

3. Only legal entities and joint venture groups can take part in the tender. Real persons and private investment funds can only take part in the tender by participating in a joint venture group. A joint venture group cannot be constituted only by real persons and private investment funds. Execution of the Confidentiality Undertaking and the purchase of Tender Specifications and the Information Memorandum regarding the MOTORWAY are required for applying for preliminary qualification and participation in the tender. While the purchase of the Tender Specifications and the Information Memorandum by a member of the joint venture group is sufficient for participation, each member of such joint venture group must sign a separate Confidentiality Undertaking.

Legal entity and joint venture groups who wish to apply for preliminary qualification have to apply to the Administration beginning from the date of 12/09/2011 latest until 16:00 on 19/01/2012. The applications which shall be made after this date and time shall not be accepted. Administration reserves the right to extend this period.

4. After the Confidentiality Undertaking which can be obtained from the Administration’s belowmentioned address or the website www.oib.gov.tr is executed and submitted to the Administration by the persons authorized to represent the legal entity or the members of the joint venture group, a fee of 50,000 (fifty thousand) US Dollars shall be paid for the purchase of the Information Memorandum and Tender Specifications to the Privatization Fund US Dollar Account TR470001500158048000417474 at the T. Vakıflar Bankası T.A.O. Central Branch/ANKARA or an amount in Turkish Liras which shall be calculated in accordance with the Turkish Central Bank’s US Dollar Foreign Exchange Sale Rate declared at the payment date to the Privatization Fund TL Account TR220001500158007287550667 at the T. Vakıflar Bankası T.A.O. Central Branch/ANKARA. The Information Memorandum and Tender Specifications can be obtained from the Administration’s address below with a “Certificate of Receipt” in return for the bank receipt indicating that the relevant payment has been made with the explanation of “Fee for the Information Memorandum and Tender Specifications for MOTORWAY”. The deposited amount shall not be returned in any event.

5. The participants are required to submit a bid bond in the amount of 200,000,000 (two hundred million) US Dollars in order to submit a bid.

6. The bids of the participants who are after the preliminary evaluation found to meet the preliminary qualification criteria shall be prepared pursuant to the issues indicated in Tender Specifications and submitted to the Administration’s belowmentioned address by hand no later than 16/02/2012 at 16:00 within a closed envelope containing the phrase “TENDER OFFER REGARDING THE MOTORWAYS TENDER – CONFIDENTIAL” on its cover. Bids delivered to the Administration after the indicated time and date at above will not be taken into consideration.

7. Privatization procedures and transactions are not subject to the State Tender Law number 2886 and thus, Administration is free to finalize or cease the tender process, to extend the bidding period and to award the tender according to its discretion. The transfer of the operation rights in the MOTORWAY to the parties domiciled abroad is subject to foreign investment legislation, as well as to other relevant legislation. The legislation in this regard can be obtained from the Republic of Turkey Ministry of Economy General Directorate of Incentive Practices and Foreign Capital.

8. Other issues relating to the tender can be found in the Tender Specifications.

REPUBLIC OF TURKEY
PRIME MINISTRY
Privatization Administration
TENDER ANNOUNCEMENT FOR THE PRIVATIZATION OF
80% OF THE SHARES OF
BAŞKENT DOĞALGAZ DAĞITIM A. Ş.

The biddding deadline for the tender regarding the privatization of %80 of the shares in Başkent Natural Gas A.Ş. , the second largest natural gas distribution company in Turkey, has been rescheduled as 27.01.2012.

Başkent Doğalgaz Dağıtım A.Ş. Brief Info Pack ? Contact please !

1. 80% (eighty percent) of the shares of Başkent Doğalgaz Dağıtım A.Ş. (“Company”) belonging to the Privatization Administration of the Prime Ministry of the Republic of Turkey (“Administration”) will be privatized through “Sale” method in accordance with the provisions of the Law No. 4046 regarding Privatization Implementations and Privatization High Council Decision dated 02.07.2009 and numbered 2009/43.

2. Only legal entities and Joint Venture Groups can participate in the tender. Real persons can only be a member of Joint Venture Group. A Joint Venture Group cannot be composed of only real persons.

3. In order to participate in the tender, it is compulsory to sign the Confidentiality Agreement and to purchase the Information Memorandum and the Tender Specifications prepared for the Company. Although purchase of the Information Memorandum and the Tender Specifications by one of the Joint Venture Group members suffices, each member of the Joint Venture Group is required to sign the Confidentiality Agreement separately and deliver it to the Administration.

4. The tender shall be conducted by holding negotiations through the “negotiation method” following the receipt of the bids in sealed envelopes. If deemed necessary by the Tender Commission, the tender may be concluded through an auction with the participation of the Bidders involved in the negotiations.

5. Bidders must provide a Bid Bond of US Dollars 30,000,000 (Thirty million) in order to participate in the tender.

6. Confidentiality Agreement may be obtained from the address of the Administration given below as of 26/07/2011. Confidentiality Agreement signed by the Bidder or its authorized representatives will be submitted to the Administration with the signature circulars.

The fee of the Information Memorandum and the Tender Specifications is US Dollars 20,000 (Twenty thousand) and shall be deposited to;

6.1. The following Privatization Proceeds Foreign Currency Accounts, if the payment is made in US Dollars to account ;

a. No. TR91 0001 0000 0138 7773 4350 05 at the Central Branch of T.C. Ziraat Bankası A.Ş. in Ankara or,

b. No. TR47 0001 5001 5804 8000 4174 74 at the Central Branch of Vakıfbank A.Ş. in Ankara or,

c. No.TR69 0001 2009 4520 0053 0000 24 at the Corporate Branch of Halkbank in Ankara.

6.2. The following Privatization Proceeds Accounts, if the payment is made in Turkish Lira, in the equivalent amount to be calculated at the prevailing Foreign Exchange Selling Rate declared by the Central Bank of the Republic of Turkey on the payment date and shall be deposited to account;

a. No. TR86 0001 0000 0138 7756 6150 04 at the Central Branch of T.C. Ziraat Bankası A.Ş. in Ankara or,

b. No. TR22 0001 5001 5800 7287 5506 67 at the Central Branch of Vakıfbank A.Ş. in Ankara or,

c. No. TR25 0001 2009 4520 0083 0000 06 at the Corporate Branch of Halkbank A.Ş. in Ankara.

Tender Specifications can be obtained as of the date of this Tender Announcement and the Information Memorandum can be obtained as of 08/08/2011 from the address of the Administration given below in return for a “Receipt Document” by providing the original bank slip, on which name of legal entity or the Joint Venture Group is clearly stated, including “Başkent Doğalgaz Dağıtım A.Ş. Information Memorandum and Tender Specifications Purchase Price” showing the deposit of the purchase price. The fee paid for the purchase of the Information Memorandum and Tender Specifications shall not be refunded under any circumstances.

7. Participants upon their application, may be given the opportunity to access the Data Site that will be made available in electronic environment from the date to be designated by the Administration, to visit the Data Room that will contain the information and documents that could not be uploaded to the Data Site, to hold meetings with Company representatives, to attend Management Presentations and to make Company Visits in order to perform due diligence of the current status of the Company including also the information contained in the Information Memorandum, prior to bidding. (“Due Diligence Process”)

8. In order to participate in the Due Diligence Process, Participants are required to deposit US Dollars 15,000 (Fifteen thousand) or the equivalent in Turkish Lira, to be calculated at the prevailing Foreign Exchange Selling Rate declared by the Central Bank of the Republic of Turkey on the payment date, to any of the bank account numbers specified in Article 6 of this Tender Announcement in cash, and apply to the Administration in writing with the full list of the representative(s) who will participate in the Due Diligence Process, attaching the bank slip showing that the abovementioned amount has been deposited. The Due Diligence Process participation fee shall under no circumstances be refunded.

9. Bids shall be prepared in accordance with the terms set out in the Tender Specifications and the Information Memorandum and shall be delivered by hand in a sealed envelope labeled “BID FOR TENDER OF BAŞKENT DOĞALGAZ DAĞITIM A.Ş. - CONFIDENTIAL” to the address of the Administration given below no later than 6.00 pm on 31/10/2011. Bids submitted after the bidding deadline will not be taken into consideration.

10. The tender is not subject to State Tender Law No. 2886 and it is in the Administration’s sole discretion to conduct the tender or not, to award the tender to any person or entity and to extend the bidding deadline. The Administration reserves its right to extend the bidding deadline to a certain date or defer it to a time to be designated at a further date.

11. The sale of shares to parties domiciled abroad is subject to Foreign Investment Legislation, Natural Gas Market Law No. 4646 and other relevant legislation. The mentioned legislation may be obtained from the General Directorate of Foreign Investment of the Undersecretariat of Treasury and the Energy Market Regulatory Authority.

12. All other issues related to the tender are provided in the Tender Specifications.