www.dtz.com/tr

Bursa Korupark

Shopping Center

Valuation Report

Prepared on behalf of

Torunlar GYO

31 December 2012

www.dtz.com/tr

This Report titled Bursa Korupark Shopping Center Valuation Report Update has

been prepared by DTZ Pamir & Soyuer, as requested by Torunlar Gayrimenkul

Yatrm Ortakl A..

DTZ Debenham Tie Leung International Property Advisers is exclusively represented

in Turkey by Pamir ve Soyuer Gayrimenkul Danmanlk A.. (DTZ Pamir &

Soyuer).

The mailing address of Pamir & Soyuer is presented below:

Hakk Yeten Caddesi 15/7

ili - stanbul 34365

Phone : +90 (212) 231 5530

Fax : +90 (212) 231 5820

E-mail : admin@dtz.com.tr

Executive contacted for the purposes of this Report is:

Prepared by:

Fadime Coban, Urban Planner,

M.Sc. in Real Estate Development

CMB Licensed Valuer

Manager/Advisory Services

(e-mail: cobanf@dtz.com.tr)

Reviewed by:

Firuz Soyuer, MBA, MRICS

Managing Partner

We do not guarantee the fulfillment of any estimates contained within this report, although they have been conscientiously prepared on the basis of our own

research and information made available to us. The report may not be published, reproduced or quoted in part or in whole, nor may it be used as a basis for any

contract, prospectus, agreement or other document without our prior written consent.

mailto:admin@dtz.com.tr

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TABLE OF CONTENTS

I. EXECUTIVE SUMMARY ......................................................................................................................... 1

II. INTRODUCTION ....................................................................................................................................... 2

A. INSTRUCTION ............................................................................................................................................ 2 B. PURPOSE OF VALUATION .......................................................................................................................... 2 C. BASIS AND DEFINITION OF VALUATION .................................................................................................... 2 D. MARKET VALUE ....................................................................................................................................... 2 E. DEFINITION OF VALUE .............................................................................................................................. 3

1. Definitions ........................................................................................................................................... 3 2. Market Value ....................................................................................................................................... 3

F. APPROACHES TO VALUATION ................................................................................................................... 4 G. ASSUMPTIONS AND SOURCES OF INFORMATION ........................................................................................ 4 H. HIGHEST AND BEST USE ASSESSMENT ...................................................................................................... 5 I. APPROACH & METHOD ............................................................................................................................. 5 J. DATE OF VALUATION ................................................................................................................................ 5 K. CURRENCY EXCHANGE RATES .................................................................................................................. 5

III. TURKEY GENERAL INFORMATION.............................................................................................. 6

A. GENERAL OVERVIEW ................................................................................................................................ 6 B. DEMOGRAPHY ........................................................................................................................................... 6 C. ECONOMIC OVERVIEW .............................................................................................................................. 7

IV. BURSA GENERAL INFORMATION ................................................................................................. 8

A. GENERAL OVERVIEW ................................................................................................................................ 8 B. POPULATION AND DEMOGRAPHY .............................................................................................................. 8 C. ECONOMY ................................................................................................................................................. 9 D. TRANSPORTATION ................................................................................................................................... 10

V. BURSA RETAIL MARKET .................................................................................................................... 13

A. BURSA RETAIL MARKET OVERVIEW ....................................................................................................... 13 B. SHOPPING CENTERS ................................................................................................................................ 13 C. INFORMATION ON EXISTING AND PIPELINE RETAIL CENTERS ................................................................. 14

VI. DESCRIPTION OF THE PROPERTY ............................................................................................. 17

A. LOCATION & ACCESS .............................................................................................................................. 17 B. PHYSICAL DESCRIPTION OF THE PROPERTY ............................................................................................ 17

1. Car Parking ....................................................................................................................................... 18 2. Customer Frequency.......................................................................................................................... 18

C. TENURE AND TENANCIES ........................................................................................................................ 18 1. Analysis of Rental Structure .............................................................................................................. 18 2. Tenant Mix ......................................................................................................................................... 19 3. Analysis of Incentives ........................................................................................................................ 19 4. Vacancy ............................................................................................................................................. 19

D. LEGAL DESCRIPTION OF THE PROPERTY ................................................................................................. 19 1. Title Deed Information ...................................................................................................................... 19 2. Zoning ................................................................................................................................................ 20 3. Occupancy Permit ............................................................................................................................. 20

VII. VALUATION ....................................................................................................................................... 21

A. COMMENTS / EXPLANATION / METHODOLOGY........................................................................................ 21 B. MARKET ANALYSIS / INPUT VARIABLES ................................................................................................. 21 C. VALUATION ............................................................................................................................................ 25

VIII. APPENDICES ...................................................................................................................................... 26

A. VALUATION TERMS AND CONDITIONS .................................................................................................... 26 B. TITLE ...................................................................................................................................................... 26 C. ENVIRONMENTAL MATTERS ................................................................................................................... 26 D. STATUTORY REQUIREMENTS AND PLANNING ......................................................................................... 26

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E. INFORMATION ......................................................................................................................................... 26 F. LEGAL ISSUES ......................................................................................................................................... 27 G. DATE OF VALUATION AND CURRENT MARKET CONDITIONS .................................................................. 27 H. DISPOSAL RIGHTS ................................................................................................................................... 27 I. INFRASTRUCTURE ................................................................................................................................... 27 J. ROAD PROPOSALS ................................................................................................................................... 27 K. SURVEYS ................................................................................................................................................. 27

IX. REFERENCES AND EXHIBITS ....................................................................................................... 29

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I. EXECUTIVE SUMMARY

We herewith submit our Valuation Report pertaining to the Koru Park Shopping

Center (the Properties) located in Osmangazi, Bursa.

We have analyzed the market conditions in the related area but not inspected the

Properties for update report. Our report has been prepared in accordance with RICS

(Royal Institute of Chartered Surveyors) standards.

Property Type

Shopping center with hypermarket, electronic market,

shops, restaurants and cafes, cinema, kids play area,

stands, kiosks and storages.

Title Deed City : Bursa

District : Osmangazi

Quarter : Emek

Plan No. : H21B35D4C

Block No. : 519

Lot No. : 15

Area : 53,185.61 sqm

Owner of Record Torunlar GYO

Address Mudanya Yolu 9.km BURSA

Zoning Commercial

Number of floors 2 Basement +3 normal floors

Total GLA 71,267 sq m

Subject of

Valuation Korupark Shopping Center

Based on the available data and market information, together with our analysis and

experience in the Bursa real estate market, our opinion of the value of the subject

Property is as follows.

EUR 242,912,347

USD 320,450,000 Rounded

(Three Hundred and twenty million four hundred fifty thousand US Dollars)(*)

(Exhibits pp. 30 - 31)

(*) Parity of Euro/US Dollar is 1.3192 which is the parity of Central Bank of the

Republic of Turkey (TCMB) on 31 December 2012

The above Market Value is estimated by Discounted Cash Flow Approach.

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II. INTRODUCTION

A. Instruction

DTZ Pamir & Soyuer has been instructed by Torunlar Gayrimenkul Yatrm

Ortakl A.. (Torunlar GYO) to undertake the valuation of the property

located in Osmangazi District of Bursa.

In accordance with instructions received from the Client, DTZ Pamir & Soyuer

has prepared a valuation report in respect of the Koru Park Shopping Center

located in Emek, Osmangazi District of Bursa.

DTZ Pamir & Soyuer and the Client have agreed on the exact scope of

instructions. In summary, Torunlar GYO requires the market value of the

property.

B. Purpose of Valuation

The valuation has been undertaken to estimate the value of the property which is

included in the portfolio of Torunlar GYO, listed in stanbul Stock Exchange

(ISE). This is an update report of which the original was dated 30 June 2010 and

will be publicized on the web page of Torunlar GYO.

C. Basis and Definition of Valuation

The basis of valuation is the Market Value.

D. Market Value

The value of Koru Park S.C. Property has been assessed in compliance with the

RICS (Royal Institute of Chartered Surveyors) standards.

The International Valuation Standards Council (IVSC) publishes the

International Valuation Standards (IVS) that set out internationally accepted

valuation principles, procedures and definitions. RICS has adopted these

standards.

The approved IVSC definition of Market Value is stated in the paragraph

Definitions.

3

E. Definition of Value

1. Definitions

The Property has been valued in accordance with the relevant parts of the IVSC

(International Valuation Standards Committee) manual as adopted by RICS.

The bases of valuation are as follows:

2. Market Value

Market Value is the estimated amount for which a property should exchange

on the date of valuation between a willing buyer and a willing seller in an arms

length transaction after proper marketing wherein the parties had each acted

knowledgeably, prudently and without compulsion.

Notes:

date of valuation means the date at which the property is deemed to be sold.

the estimated amount refers to a price expressed in terms of money payable for the property an arms-length market transaction.

a property should exchange refers to the fact that the value of a property is an estimated amount rather than a predetermined or actual sale

price. It is the price at which the market expects a transaction to be

completed.

on the date of valuation requires that the estimated Market Value is time specific to a given date and this date is normally the date that the

hypothetical sale is deemed to take place and is therefore different from the

date when the valuation is actually prepared.

between a willing buyer refers to one who is motivated, but not compelled to buy.

a willing seller is neither an over-eager nor a forced seller who is prepared to sell at any price, nor one prepared to hold out for a price not

considered reasonable in the current market.

in an arms-length transaction an arms length transaction is one between parties, who do not have a particular or special relationship which

may make the price level uncharacteristic of the market, or make it inflated

because of an element of special value.

after proper marketing means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best

price reasonably in accordance with the Market Value definition.

wherein the parties had each acted knowledgeable and prudently presumes that both the willing buyer and the willing seller are reasonably

well informed about the nature and characteristics of the property, its actual

and potential uses and the state of the market at the date of valuation.

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and without compulsion establishes that each party is motivated to undertake the transaction, but neither is forced nor unduly coerced to

complete it.

F. Approaches to Valuation

The three approaches to valuation are:

- Sales Comparison Approach

The Sales Comparison Approach is based on the comparable asking price

and/or realized transaction value of similar properties located in the subject

area, having the same quantitative and qualitative specifications with the

subject property. The value indication is produced by comparing the

subject property to sales of similar properties. The sale prices of the

properties that are judged to be the most comparable indicate a range in

which the value of the subject property will fall.

- Income Capitalization Approach

The Income Capitalization Approach measures the present value of the

future benefits of property ownership. Income streams are converted into a

present value estimate through discounting (discounted cash flow

analysis).

- Cost Approach (Depreciated Replacement/Reproduction Cost)

The Cost Approach reflects market thinking by recognizing that market

participants relate value to cost. In estimating the value of a property, the

reproduction or replacement cost of the building improvements are

estimated, accrued depreciation is subtracted, and estimated land value is

added.

G. Assumptions and Sources of Information

These general terms, conditions and assumptions are the basis of our valuations

and reports normally prepared and also applied to the valuation contained in

this Report unless otherwise stated.

We have relied upon the details and information about the subject Properties

that are provided by the officials of the owner company Torunlar GYO.

Areas have been taken from the information supplied by the owner company.

We have not carried out measurements on sites, but from our inspection of the

properties we have no reason to believe that the stated areas are materially

inaccurate.

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Because of the confidentiality agreement between the land lord and tenants

names of the tenants are not disclosed in the valuation study.

H. Highest and Best Use Assessment

The Highest and Best Use Value is synonymous with Market Value. Highest

and best use is defined by IVSC as: The most probable use of a property which

is physically possible, appropriately justified, legally permissible, financially

feasible, and which results in the highest value of the property being valued.

The concept of highest and best use is inherent in the Market Value definition.

We are in the opinion that commercial use is the highest and best use of the

Property, and is in accordance with the zoning of the Property.

I. Approach & Method

In the valuation study of Koru Park Shopping Center Discounted Cash Flow

Approach to Valuation has been applied.

J. Date of Valuation

The date of valuation is 31 December, 2012.

K. Currency Exchange Rates

Central Bank of Turkey selling rates of the valuation date used in the valuation

report are as below.

TL/USD : 1.7826

TL/EUR : 2.3517

USD/EUR : 1.3192

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III. TURKEY GENERAL INFORMATION

A. General Overview

Turkey is strategically located over two continents - south eastern Europe and

south western Asia - and has direct control of the Turkish Straits that link the

Black Sea and Aegean Sea. Turkey is bordered by Greece and Bulgaria to the

west, Syria and Iraq to the south, the Black Sea to the north and Iran, and

Armenia and Georgia to the east. The total area of the country is 814,578 sq

km. Turkey has 81 provinces.

B. Demography

According to the Address Based Population Registration System (ADNKS)

2012 Population Census results, the total population of Turkey is

approximately 75.6 million. Approximately 77.3% of the population lives in

urban areas. Annual population increase is recorded as 1.2% between 2011 and

2012.

Half of the population is under the age of 29.. People with ages between 15 and

64 comprise 67.6% of the population. Ratio of young people with ages between

0 and 14 is 24.9%. Population density is 98 per square kilometer in Turkey.

The most crowded city is stanbul with a population density of 2,666.

Ankara, the capital city, has a population of 4.97 million and accounts for

approximately 6.6% of the total population. stanbul, the commercial and

cultural capital of the country, represents approximately 18.3% of the countrys

population with a population of 13.85 million.

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C. Economic Overview

Turkish GDP reached to USD 786 billion with 2.2% annual growth in 2012,

which was relatively low compared with the previous year (Figure 2).

However, confidence in the economys long-term prospects remains high, so

GDP growth is expected to accelerate to over 5% in 2014 and beyond.

Inflation followed a downward trend throughout the year and, came down to

the lowest level recorded in the last 44 years, as end of 2012. The year-end

inflation was 6.2%, mainly driven by the developments in unprocessed food

prices. In addition, the government revised inflation expectation 5.3% for

2013.

Capital inflows have recently accelerated due to a significant rise in global risk

appetite and a relative improvement in risk perceptions regarding Turkey.

Market interest rates declined markedly in the last quarter due to improvement

in the risk appetite and the liquidity policies implemented by the CBRT. The

decline in long term rates was more significant. Historically low levels bank

lending rates have also continued to decrease, while consumer loan rates have

maintained a downward trend in line with the market interest rates. It is

expected that CBRT policy will continue to keep interest rates at low levels.

The consumption demand remained weak in the last quarter; however a mild

pickup in consumption is expected with lower inflation and a gradual

improvement in the global outlook, through 2013.

Economic indicators Q4 2012

Indicator 2010 2011

2012

GDP (%) 8.9 8.5

2.2

GDP per capita 10,079 10,444 10,504

Population (million-2012) 73.7 74.7 75.6

Private Expenditure 6.7 7.8

-0.7

Consumer Prices (%) 6.4 10.5 6.16

Unemployment (%) 11.4 9.8 10.1

FDI (million USD) 9,036 16,047 12,421

FDI inflow growth (%) 7.5% 74.1 -22.8

Policy Rates (%) 6.5 6.25 5.5

ISE Price index (XU100) 66,004 51,267 78,208

Exchange rate (TRY/EUR) 1.99 2.32

2.35

Exchange rate (TRY/USD) 1.50 1.67

1.78 Source : TURKSTAT, SPO, CBRT

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IV. BURSA GENERAL INFORMATION

A. General Overview

Located in the Marmara Region, Bursa is the 4th

biggest province of Turkey.

With a history dating back to 2500 BC, Bursa has been under the rule of many

civilizations until it became the first capital of the Ottomans in 1335. Today,

Bursa is one of the industrial and commercial centers of Turkey.

Bursa Province is located in Marmara Region, along Marmara Sea.

Neighbouring provinces are Balkesir in the west, Ktahya in the south, Bilecik

and Sakarya in the east, Kocaeli in the northeast and Yalova in the north.

Total land area of Bursa province is 10,422 sq km which is 1.4 % of Turkey.

Fertile plains, which cover 17% of the total area, are on the north and Uluda

Mountain, with a height of 2,543m, is located on the south of metropolitan

Bursa.

B. Population and Demography

Province of Bursa is comprised of 17 districts. The central districts of Nilfer,

Osmangazi and Yldrm comprise the main municipal area of Bursa.

As end of 2012, Bursa province has a total population of 2.69 million and is the

4th

city of Turkey in terms of population with a share of 3.55% of Turkey

population. Approximately 89.4% (2.4 million) of the population live in the

urban areas.

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Populations of municipal districts are as below.

Municipal Districts Total Urban Rural

Osmangazi 792,219 778,843 13,376

Yldrm 631,382 629,961 1,521

Nilfer 339,667 325,901 13,766

Total 1,763,268 1,734,705 28,663 Source: TURKSTAT, 2011

According to Address Based Population Registration System (ADNKS), the

annual population growth was recorded 1.4% in 2012. Number of people per

square kilometre (population density) is 258/sq km in 2012 while it was 204/sq

km in 2000.

Bursa has a very young population. According to 2012 result, the ratio of age

groups under 35 years old equals to 55% of the total population in Bursa.

C. Economy

In terms of total gross value added, Bursa Region (TR 41 - also includes

Eskiehir and Bilecik) 3rd

place in 2007 and 2008 respectively (latest data by

region available). The share of Bursa industrial sector is 10.3% in total Turkish

industrial sector, while shares of agriculture and services sector are 4.3% and

5.4 % in total Turkish agriculture and services sector respectively.

The contribution of services, industrial and agricultural sectors to total GVA of

Bursa Region is 52.4%, 42.1% and 5.5% in 2008, respectively. According to

latest regional data, per capita gross value added (GVA) in Bursa Region

reached to USD 12,983 in 2008 and the region ranked 3rd

place in Turkey.

10

Bursas economy is based on automotive and textile sectors. Bursa houses 3

automotive plants, which are Oyak-Renault, Tofa-Fiat and Karsan-Peugeot

plants. Also various automobile parts and accessories are manufactured in

Bursa. With 2011 figures Bursa undertook 70% of passenger car and 74% of

various size truck productions of Turkey. Bursa constituted 55.4% of total

vehicle production in Turkey. Export value of the automotive sector in 2011

was approximately 7.5 billion US$ which was approximately 60% of total

Bursa exports.

Traditional textile sector is another locomotive of Bursa economy. Today

textile sector has a wide range of productions from synthetic fiber to ready

wear cloths. Total export value of the textile and fibre sectors in 2011 was

approximately USD 1.76 billion.

Bursa exports comprised 8.7% of total Turkey export volume with 11.7 billion

USD in 2011. 98.8% of export is of manufactured goods. As for import, 11.9

billion imports to Bursa cover 4.9% of total Turkeys.

Agriculture is another major line of work in Bursa. Total cultivated area of the

province is 430,975 hectares. Olives, grapes, vegetables, potatoes, fruits and

various grains are the major agricultural products. Of the agricultural revenue

20% is of fruit products, 17% is of animal products and 27% is of vegetable

products (2010 figures). Total export value of the agriculture sector in 2011

was approximately USD 268 million.

Bursa has 13 organized industrial zones of which 2 are being developed. Total

size of 13 OIZs is 3,156 hectares and accommodates 1,421 industrial facilities.

Total number of employment is 102,500.

In terms of employment, the share of the persons employed in the industrial

sector is 43.3% while the share of services sector is 44.5% in Bursa. However,

the share of agriculture sector is 12.1%. (2011)

In terms of foreign direct investment (FDI), Bursa ranked 6th

place in Turkey

with 576 FDI companies, as of end 2011.

Bursa also is a major tourist destination in Turkey famous with its historical

buildings dating back to the Ottoman Empire as well as the well-known ski

resort of Uluda.

D. Transportation

Bursa is located at the junction of main roads providing access from stanbul to

other Anatolian cities. Main roads connecting major cities, such as stanbul

Balkesir - zmir, Eskiehir - Balkesir, Balkesir Kocaeli pass through Bursa.

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Bursa has a 65 km highway connection (Bursa Highway O33) between

Mudanya and negl.

All nationwide well-known bus firms provide transportation to Bursa. Bursas

proximity to stanbul, zmir and Ankara are 243 km, 332 km and 382 km

respectively.

Access to Bursa is provided by intercity roads. Ankara zmir Road passes

through west-east axis and stanbul Road expands towards north. Ankara

zmir Road provides access to not only intercity, but also inner city. After

completion of Bursa Highway, currently it serves mainly inner city traffic.

Another major road, Bursa Highway started to operate in 2006.

Seaway transportation is provided by fast ferries between Bursa (Gzelyal)

and stanbul (Yenikap). Another seaway line is between Bursa (Armutlu) and

stanbul (Yenikap-Bostanc).

Main transportation nodes in Bursa

Bursa Yeniehir Airport was opened in 2000. It is 56 km away from city centre

and it has a 1,500,000 passenger/year capacity. Currently numbers of flights

and destinations are limited.

In terms of public transport, municipality and privately owned buses and

minibuses connect all settlements to the city centre.

Bursa has a light rail system called Bursaray with a total length of 30.8 km and

31 stations of which 7 are underground. First phase started to operate in 2002

City Centre

ESKEHR

ANKARA

YALOVA

STANBUL

ZMR

Bursa Highway

stanbul Road

zmir - Ankara Road

Gzelyal Port

Yeniehir

Airport

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and second phase was opened in 2008. 2 new stations were opened on

Mudanya Line in 2011. Currently, daily passenger capacity is 267,000.

Until the end of 2011, Bursaray Mudanya Line served up to BTSO OIZ.

Extension with 2 stations between BTSO OIZ and Emek quarter towards

Mudanya was completed and opened in December 2011. Currently Korupark

Station provides direct access to Korupark complex.

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V. BURSA RETAIL MARKET

A. Bursa Retail Market Overview

Main commercial area of Bursa is concentrated in the south of the zmir-

Yalova - Ankara crossroads. Originally, commercial facilities were located

around the historical covered bazaars like pek Han, Koza Han, Pirin Han and

Emir Han which have been the trade and business centres since the 15th

century. The historical centre is located between Cumhuriyet Street and

Atatrk Street.

Historical commercial centre

In time the historical identity of the centre and surrounding historical

residential areas with their organic street and layout patterns created problems

regarding traffic, parking, loading and unloading. With these reasons and due

to high prices within the historical centre, new commercial areas started to

develop in peripheral areas with affordable land prices.

Since 1990, starting with Yalova Highway, commercial centers in the form of

big stores started to develop on zmir and Mudanya highways. Change in the

consumption habits and the rise in the private car ownerships improved the

demand for these areas.

Since the beginning of 2000s modern shopping centres were developed along

major roads. Asmerkez, Anatolium, zdilek and Metro Cash & Carry are

located on the Yalova Highway, Carrefour and Nilpark Shopping Centres are

located on the zmir Highway. Zafer Plaza is situated at the heart of the city.

Kent Meydan Shopping Centre is located in Santral Garaj, crossroads of zmir,

Ankara and stanbul Roads. Mudanya Road is newly developing axis, where

Korupark and zdilek Geit shopping centres are located.

B. Shopping Centers

Modern shopping centre concept was introduced in Bursa with the opening of

Zafer Plaza in 1999. Today there are 9 shopping centers, in Bursa with a total

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gross leasable retail area of approximately 400,000 sq m. Bursa has 5% of the

total stock in Turkey.

In December 2011 extension to Carrefour Shopping Center was completed and

opened. GLA of the extension was 12,133 sq m therefore total GLA of the

shopping center has become 49,780 sq m with 139 shops.

District shopping centers dominate the market representing 65% of total

supply, followed by town centre malls with a share of 13% and outlet centres

with a supply of 22%.

Bursa shopping centers (by categories)

Source : DTZ Pamir & Soyuer

As end of 2012, the average GLA per 1,000 inhabitants is 148 sq m in Bursa.

Bursa ranks 6th

place in the upper range of the country average (111 sq m/1,000

inhabitants).

C. Information on Existing and Pipeline Retail Centers

Detailed information about competitive retail centers in Bursa are summarized

as below

District Shopping Centres,

66.4%

Town Centre Malls, 12.5%

Outlet Centres,

21.1%

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Project Opening Location TCA GLA # of

Floors*

# of

Store

(shop)

# of

Store

(food)

Car

parking

Capacity

Anchors

Zafer Plaza 1999

City Centre 57,112 23,449 5 95 19 700 Migros, YKM

As Merkez 2000

Yalova Rd. 69,500 4 79 14 2,500

Tansa, Tekzen, Mudo City,

Desa, Teknolojix, LCWaikiki,

Kervan, Avar Cinemas

Carrefour Bursa

2001 -

2011

ext.

zmir Rd. 80,000 49,780 4 139 20 2,469

Carrefour, Joker Maxi, Bimeks,

Kiddyland, Yata, Flo, Koton,

Veromoda, Kota

Magazine Outlet 2006 Nilfer 24,000 14,444 5 78 9 650 aypa Market

Korupark 2007 Mudanya Rd. 165,286 71,267 5 196 28 2,500

Tesco-Kipa, Kota DIY,

Electroworld, Boyner, Beymen,

Smartplay, Zara, Marks &

Spencer, C&A, Mudo City

Kent Meydan 2008 City Centre 70,624 26,076 8 103 21 803

Carrefour Express, Zara, C&A,

LCW, Teknosa, Teknolojix,

Bershka, Stradivarius

Nilpark 2009 zmir Rd. 37,000 24,500 5 47 530 Media Markt (6,800 m

2),

ntersport, Wenice

Anatolium 2010 Yalova Rd. 188,000 84,000 3 165 28 2,300 IKEA, Carrefour, Leroy Merlin,

Media Markt, Mudo, LCW

negl SC 2011 negl 58,840 34,127 2 65 13 950

5M Migros, Tekzen, LCW, C&A,

Seven Hill, Cinema Pink

TOTAL GLA 397,176

16

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VI. DESCRIPTION OF THE PROPERTY

Bursa Korupark Shopping Center, developed by Torunlar GYO, has started

operating on September 8, 2007. Detailed information about Korupark is as

follows.

A. Location & Access

Property is located in Emek quarter of Osmangazi District of Bursa. The

property is situated on the Mudanya Road, which provide access to city center,

zmir road and IDO sea bus and ferry station in Mudanya.

Industrial areas are located on the south side of the Property. Textile,

machinery, metal, wooden product etc. manufacturing plants are located in

these industrial zones. Bursa Organized Industrial Zone (BOIZ) and Nilfer

Organized Industrial Zone (NOIZ) are major industrial zones around the

property.

Korupark Shopping Center is surrounded by also new residential developments

like Madenciler Sitesi, Guzel Belde Sitesi, Turkuaz Evleri, Ergin Evler,

Dikencik Country Evleri, Meseli Bahce Evleri and Green Park Evleri.

B. Physical Description of the Property

Korupark shopping center comprises of 2 basement car parking floors, 3

shopping, entertainment and food court floors. The property has 5 pedestrian

entrance gates, 3 loading gates, 54 fire exits, 12 elevators and 18 escalators.

The property has electricity, water, sewage, natural gas and telecommunication

infrastructure. Water tanks, generator, HVAC system, security system and fire

extinguishing system are available in the complex.

Korupark

S.C.

Industrial

Zones

Bursa Ring Road

Mudanya Road

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1. Car Parking

Total car parking capacity of Korupark Shopping Center is 2,500 cars.

2. Customer Frequency

Based on the information given by Torunlar GYO, customer frequency of the

Korupark Shopping Center, opened on September 8, 2007, is in the table

below.

Year

Number of Av.

Visitors Total Number of Visitors

2007 (After May) 625,961 4,505,642

2008 771,987 9,263,846

2009 761,471 9,137,657

2010 842,361 10,108,328

2011 860,231 10,322,773

2012 891,276 10,695,313

Located at the Sanayi Boulevard, the shopping center is highly accessible from

Mudanya Road and zmir Road.

C. Tenure and Tenancies

1. Analysis of Rental Structure

Torunlar has provided the lease contracts and all other necessary

documentation to base our study in the past. A few new lease contract

information have been provided about new tenants, lease terms and rents by e-

mail from Korupark Shopping Center management.

As of 31 December 2012, Korupark Shopping Center holds 185 lease

agreements.

Rent values are exclusive of general costs. Fuel, power, water, cleaning, security and maintenance costs related to the common areas are collected

from the tenants based on the area of the shop.

The rents are determined exclusive of corresponding taxes, levies and duties, and in particular Value Added Tax (VAT). These are added to the

rent at the rates applicable in accordance with current legislation at any

time.

19

2. Tenant Mix

Breakdown of the leasing agreements and corresponding gross leasable areas

are given in the table below.

3. Analysis of Incentives

Some tenants have rent discounts for a specific time periods. Rent abatements

were arranged by additional protocols. 15 shops have rental discounts. General

rent decrease for incentive to tenants is between 10% and 29.60% in Korupark.

4. Vacancy

According to provide information from Torunlar GYO, current vacancy rate of

the shopping center is 0.8%.

D. Legal Description of the Property

1. Title Deed Information

According to title deed provided by Bursa Osmangazi Deed Registrars Office

the Property are described as below.

City : Bursa

District : Osmangazi

Village : Emek

Plan No. : H21B35D4C

Block No. : 519

Lot No. : 15

Area : 53,185.61 sqm

Type : 2 storey shopping center

Owner : Torunlar GYO

Tenant Category

Number of

Lease

Agreements

GLA (m2) GLA Ratio

(%)

Av. Rent

(/Mnth/m)

Anchor Stores 7 30,275.97 43% 7.35

Technology 8 833.43 1% 62.84

Home stores 11 2,236.09 3% 40.86

Apparel Stores 80 21,435.32 30% 31.27

Beauty 21 1,814.12 3% 55.01

Restaurants &

Cafes 31 4,394.79 6% 41.56

Entertainment-

Hobby - Service 27 9,710.42 14% 14.68

185 70,700 100% 20.67

20

Based on the information provided by Torunlar GYO from Bursa Deed Registry on 17.6.2010, there is mortgage for EUR 225,000,000 recorded

with no.10582 on 2.4.2008 on behalf of Garanti Bank.

Easement of passing for Block 519, Lot 14 from Block 519, Lot 115 for 112,23 sq m area starting from 25.9.2008 for 99 years.

Lease Annotation for Tesco Kipa Gda Sanayi A.. for annual USD 1,650,000 for 15 years with record no: 3983 on 23.2.2007.

2. Zoning

Zoning of the property is as follows:

Use : Commercial Facility

FAR (Floor Area Ratio) : 1.80

Maximum Height : 15.50 m for shopping center

Set Backs : Minimum of 10 m from all sides

3. Occupancy Permit

Occupancy permit of the property is as follows:

Date of Approval : 12.06.2008

Use : Shopping Center

247 Shops : 66,464 sq m

56 Private Storages : 6,365 sq m

2 Offices : 860 sq m

Cinema Studio : 3,042 sq m

Car Parking : 1,354 sq m

Total Common Area : 87,201 sq m

TOTAL : 165,286 sq m

21

VII. VALUATION

Market Value of Koru Park Shopping Center has been estimated as required by

Torunlar GYO. Following are the details of input variables and assumptions used

in the valuation study.

A. Comments / Explanation / Methodology

Market Value of Koru Park Shopping Center is estimated with Income

Capitalization Approach to Valuation - Discounted Cash Flow Method (DCF).

Income capitalization approach measures the present value of the future

benefits of property ownership. Income streams are converted into a present

value estimate through discounting (discounted cash flow analysis).

The valuation of Koru Park Shopping Center has been carried out with DCF

method over a 10 year holding period followed by capitalization of the

estimated net operating income at the point of expected reversion. We have

assumed the sale of the Property at the end of the 10th

year, based on

capitalization assumed to be applicable at that point in time. We have also

assumed a resale commission at the end of the holding period.

Our analysis start date is December 31, 2012.

We were provided again by Torunlar GYO the schedule of current rents,

percentage of discounts applied and new leases.

Rent revenues of the shops, kiosks, ATM booths, GSM antennas, depot space

have been taken into consideration in the valuation study.

General cost fees are collected from the tenants based on the area of their

shops. Furthermore utility costs such as water and power used by the tenants,

advertisement costs are also collected from the tenants. These reimbursements

have not been included in the cash flow. Rents are excluded from all of the

expenses. Tenants also pay general cost fee for these expenses according to

size of leased unit.

B. Market Analysis / Input Variables

In arriving at our opinion of Market Value we have adopted the following main

input variables:

Analysis Start Date

Our cash flow study start date is December 31, 2012.

22

Current Rents

Market value study cash flow is based on current rents of the properties.

We were provided by Torunlar GYO the schedule of current rents, rent terms &

conditions and percentage of discounts applied. We will not make assumption

for discounts until recovery realization.

In most of the contracts rents are in EURO and one contract in USD. Also,

hypermarket has changed the currency of contract from Euro to TL and rent

escalation ratio is changed as average of Turkish CPI and PPI (av. of annual

Turkish FE and TFE on the date of contract renewal). We have based our

valuation on EURO therefore converter USD rents into Euros with the

exchange rate of December 31, 2012 which is 1.3192 and TL rents into Euros

with the exchange rate 2.3517.

Renewal of Contracts

It is assumed that the contracts will be renewed at the end of each term with the

same conditions.

Annual Rent Escalation

In the most contracts monthly rents for each year of lease term are pre-defined

which have annual rent escalations of 3% throughout the lease term, while

some have variable ratios for each year.

In our cash flow we have used increase rates of 3% as stated in the related

contract.

Rent Collection

Rents are collected monthly except for Shop 1, ATM and GSM antenna rents

which are paid annually in advance.

Vacant Shop & Storages

Due to very low vacancy rate; which is 0.8%, we will not make assumption for

vacant units until new lease realization.

Revenues

Rent Revenues

Rent Revenues include base rents for shops.

23

Miscellaneous Revenues

There are stands & kiosks currently in Koru Park. Lease periods of these

stands are mostly 1 year. Therefore we have inserted in the cash flow the

stands & kiosks as a whole and 1.5% of Base Rental Revenue of shops.

The management stated that rents are decided upon according to market

conditions of the leasing period and no set increase is applied to these

units.

Storage Revenues

Average monthly storage rent is provided from the client as 12.5 / sq m /

month. Therefore we have inserted in the cash flow the storage revenues as

a whole and annual increase rate is estimated as 1%.

Turnover Rents and Other Revenues

Turnover rents and other revenues are estimated to be 4% of total potential

gross revenue. Realized turnover ratios over rents are as below;

(*) Official full opening was in September 7, 2007.

Vacancy and Collection Loss

The shopping center is currently 99.02% occupied. And negotiations for the

vacant shops are being continued. Collection loss of 1.5% and vacancy rate of

2.5% are estimated. Ratios are applied to Base Rental Revenue of shops.

Annual Expenses

The following annual operational and fixed expenses are considered in the cash

flow studies.

Operational Expenses

Generally, operational costs of the office buildings (management,

security, energy etc.) are paid by the tenants. Facility management

service fee (administrative expenses) is assumed to be included in the

operational costs and is not considered as an additional expense.

2007 2008 2009 2010 2011 2012

1.93% of

Rents(*)

2.58% of

Rents

9.46% of

Rents

7.07% of

Rents

4.72% of

Rents

3.35% of

Rents

24

Management and Service Fee

General management and service fee is 2.5% of Effective Gross Revenue

(EGR) according to service agreement between Torunlar GYO and

shopping center management.

Insurance Premiums

3.5% of Effective Gross Revenue is assumed for annual insurance

premium.

Real Estate Tax

2012 real estate tax was 180,495 and 4% annual tax increase is applied

for the current and following years.

Replacement Allowances

1.5% of Net Operating Income (NOI) is allocated as replacement allowance.

Market Capitalization Rate at Reversion Terminal Value

The capitalization rate expresses the relation between annual net operating

income produced by the property and its sales price. We have considered the

current capitalization rates achieved by similar properties in the market.

The exit capitalization rates (yields at exit position) are used in determining the

resale value of the assets at the end of the cash flow period. This Resale Value

calculation reflects the capitalization of the anticipated Year 11 Net Operating

Income into perpetuity.

Exit cap rates are applied to the NOI at the exit date. The exit cap rate applied

reflect, among other things, our opinion of the macro and micro locations,

composition of market, the tenure of the assets, the age and design of the

Properties and the local demand as well as occupier market.

Capitalization rate is estimated as 8.25% for the terminal value projections of

retail center at the end of the 10 year holding period.

Deed Transaction & Brokerage Fee

It is assumed that the property will be sold at the end of the 10 year holding

period. Deed transaction fee is 2% sales price. Brokerage fee is estimated as

1% of sales price. (Total 3%)

25

Discount Rate

The discount rate reflects the required return on investment assumed for a

project by a typical investor. The present value of the expected cash flows is

calculated by discounting the income expected to be generated by this rate.

The discount rate reflects the risk free cost of capital as well as a margin for the

risks associated with a given market and the project.

Discount rate is estimated as 9% and has been used in the Net Present Value

calculations of the Korupark Shopping Center.

C. Valuation

Having regard to the above factors and assumptions, we are of the opinion that

the total Market Value of the Koru Park Shopping Center is;

EUR 242,912,347

USD 320,449,968

USD 320,450,000 - Rounded

(Three Hundred and twenty million four hundred fifty thousand US Dollars)(*)

(Exhibits pp. 30 - 31)

(*) Parity of Euro/US Dollar is 1.3192 which is the parity of Central Bank of the

Republic of Turkey (TCMB) on 31 December 2012

The above Market Value is estimated by Discounted Cash Flow Approach.

26

VIII. APPENDICES

A. Valuation Terms and Conditions

These are the general terms, conditions and assumptions upon which our valuations

and reports are normally prepared. They apply to the valuations contained in this

Report unless we have specifically mentioned otherwise elsewhere in this Report. In

the event that any of these assumptions prove to be incorrect then our valuations

should be reviewed.

B. Title

We have been provided the title deeds of the properties. Where a Certificate of Title

has been made available, we have reflected its contents in our valuations. We have not

observed the presence of mortgage records at the related Deed Office. Latest record

summary issued by the Deed Registrars Office was provided by Torunlar GYO.

We have sighted copies of title documentation and have verified title only based on

the documents received. In addition, we have relied on copies of other documentation

made available to us and have assumed that such copies are both accurate and valid

and that there have been no material changes since these documents were issued.

C. Environmental Matters

No investigations have been carried out to establish the presence of deleterious

materials on or near the properties, and for the purposes of our report we have

assumed that no such materials are present.

However, should it be established subsequently that contamination, seepage or

pollution exists at the properties, or on any neighboring land, or that any of these

properties have been, are, or will be put to a contaminative use, our conclusions,

including our valuation, may be significantly affected.

D. Statutory Requirements and Planning

Verbal or written enquiries have been made of the relevant planning authorities as to the

possibility of highway improvement proposals, comprehensive development schemes

and other ancillary planning matters that could affect property values. The results of our

enquiries have been included within our Report where relevant.

We would draw your attention to the fact that employees of town planning departments

now always give information on the basis that it should not be relied upon and that

formal searches should be made if more certain information is required.

E. Information

27

We have assumed that the information that the landlord and your/their respective

professional advisers have supplied to us in respect of the properties are both full and

correct.

It follows that we have assumed that details of all matters likely to affect value within

your/their collective knowledge have been made available to us and that the information

is up to date.

F. Legal Issues

Legal issues, and in particular the interpretation of matters relating to title and leases,

may have a significant bearing on the value of an interest in property. Where we have

expressed an opinion upon legal issues affecting the valuation, then such opinion should

be subject to verification by the client with a suitable qualified lawyer. In these

circumstances, we accept no responsibility or liability for the true interpretation of the

legal position of the client or other parties in respect of the valuation of the property.

G. Date of Valuation and Current Market Conditions

All conclusions reached are as reasonably could be expected given todays market

conditions and are valid as at the date of valuation only. We would make the very

important observation that real estate markets are dynamic and subject to fluctuation.

We accept no responsibility for legal, economic, financial or other changes after the

date of our valuation which may impact either on the real estate market or on investor

motivations.

H. Disposal Rights

We have assumed that the owners of the properties have full and unhindered rights to

dispose of its interest in the related property.

I. Infrastructure

In carrying out this valuation report we have stated the available infrastructure.

J. Road Proposals

Unless we have commented to the contrary, we have assumed that no proposed road

schemes shall adversely or beneficially affect the properties.

K. Surveys

We have not carried out any geological, archaeological or soil surveys of the

properties.

28

We have assumed that the properties contain no inherent or unforeseen defects or

pollutive substances; that there are no unusual soil conditions which may hinder

development or use of the properties; that the load bearing qualities of the site are

sufficient to support the building(s) proposed to be built thereon; that no harmful or

dangerous materials are present in, on, under, or near the properties; and that no items

of an historical nature are present on or under the sites.

If the properties are subject to any legal burden which has not been disclosed to us

then we reserve the right to amend our valuation.

29

IX. REFERENCES AND EXHIBITS

Yldrm Sarbal

Planning and Budgeting

Torunlar GYO

Tel : +90 (216) 425 2007

DTZ Pamir & Soyuers data base

Sources of demographic and economic information:

State Planning Organization (SPO)

Central Bank of Republic of Turkey (CBRT)

Turkish Statistical Institute (TURKSTAT)

Banking Regulation and Supervision Agency (BRSA)

Bursa Chamber of Industry

30

Years 1 2 3 4 5 6 7 8 9 10 11

Potential Gross Revenues 18,593,682 19,151,493 19,726,037 20,317,818 20,927,353 21,555,174 22,201,829 22,867,884 23,553,920 24,260,538 24,988,354

Annual Increase 3.00%

Annual Stand & Kiosk Revenues 278,905 287,272 295,891 304,767 313,910 323,328 333,027 343,018 353,309 363,908 374,825

of PGI 1.50%

Annual Storage Revenues 255,796.50 258,354 260,938 263,547 266,183 268,845 271,533 274,248 276,991 279,761 282,558

Annual Increase 1.00%

Turnover and Other Revenues 743,747 766,060 789,041 812,713 837,094 862,207 888,073 914,715 942,157 970,422 999,534

of PGI 4.00%

Total Potential Revenue 19,872,131 20,463,179 21,071,907 21,698,846 22,344,540 23,009,553 23,694,463 24,399,866 25,126,377 25,874,628 26,645,272

Vacancy & Collection Loss 4.00% 743,747 766,060 789,041 812,713 837,094 862,207 888,073 914,715 942,157 970,422 999,534

of PGI

Effective Gross Revenue 19,128,384 19,697,119 20,282,866 20,886,133 21,507,446 22,147,346 22,806,389 23,485,150 24,184,220 24,904,207 25,645,738

Operational Costs

Property Tax 187,715 195,223 203,032 211,154 219,600 228,384 237,519 247,020 256,901 267,177 277,864

Annual Increase 4.00%

Insurance Premium 650,779 670,302 690,411 711,124 732,457 754,431 777,064 800,376 824,387 849,119 874,592

of PGI 3.50%

Management & Service Fee 478,210 492,428 507,072 522,153 537,686 553,684 570,160 587,129 604,605 622,605 641,143

of EGI 2.50%

Net Operating Income 17,811,681 18,339,166 18,882,351 19,441,703 20,017,703 20,610,847 21,221,647 21,850,626 22,498,327 23,165,306 23,852,138

Replacement Allowance 267,175 275,087 283,235 291,626 300,266 309,163 318,325 327,759 337,475 347,480 357,782

of NOI 1.50%

Net Cash Flow 17,544,505 18,064,078 18,599,115 19,150,077 19,717,437 20,301,685 20,903,322 21,522,866 22,160,852 22,817,826 23,494,356

284,780,074

8.25%

3.00%

Fee 8,543,402.21

276,236,672

Net Cash Flow 17,544,505 18,064,078 18,599,115 19,150,077 19,717,437 20,301,685 20,903,322 21,522,866 22,160,852 299,054,498

Korupark Shopping Center, Bursa

Terminal Value

Terminal CAP Rate

Deed Transfer & Brokerage

31

Years

Analysis Period

(Year)

Annual Cash

Flow

Discount

Factor

P.V. Of Cash

Flow @

2013 1 17,544,505 1.09 16,095,8762014 2 18,064,078 1.19 15,204,1732015 3 18,599,115 1.30 14,361,9302016 4 19,150,077 1.41 13,566,3972017 5 19,717,437 1.54 12,814,981

2018 6 20,301,685 1.68 12,105,2312019 7 20,903,322 1.83 11,434,8332020 8 21,522,866 1.99 10,801,6012021 9 22,160,852 2.17 10,203,4722022 10 299,054,498 2.37 126,323,852

Discount Rate = 9.0%

PRESENT VALUE OF CASH FLOW () 242,912,347

PRESENT VALUE OF CASH FLOW ($) $320,449,968

Korupark Shopping Center, Bursa

MARKET VALUE