• Turkish Airlines from Rating Agencies Perspective • • • • •

Industry Risk Business Risk / Competitive Position Financial Risk Country Risk / Government Support Turkish Airlines Corporate Rating

• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

While Perceived «High RISK», Remains a Growth Market Passenger air traffic growth has been resilient over the past 40 years with the market declining in only three years following major industry crises.

1

Historical and Forecast World Traffic

Latest Financial Crisis

RPKs (billions)

5.500 15.000

13.500

12.000

5.200 4.900 4.600 4.300 4.000 2006

2

10.500

2007

2008

2009

2010

2011

September 11th, 2001 3.400

RPKs (billions)

RPKs (billions)

9.000

7.500

6.000

3.300 3.200 3.100 3.000 2.900

1

4.500

1998

3

2

RPKs (billions)

3 1.500

1975

1980

1985

1990

1995

2000

2000

2001

2002

2003

1989

1990

1991

1992

1993

Gulf War 2.100

3.000

0 1970

1999

2005

2010

2015

2020

2025

2030

2.000 1.900 1.800 1.700 1.600 1988

Source: Airline Monitor.

3

Center of Aviation is Moving Towards Istanbul 2015 World Aviation Market Size: $730 Billion

Europe 50.8% Asia 22.1% N.America 10.6%

M.East 9.2% S.America 3.8%

Africa 3.6%

Turkish Airlines’ Potential Transfer Market: $115 Billion Turkish Airlines’ 2014 Transfer Revenue: $4 Billion Source: Airbus Global Market Forecast (2012-2031), IATA (2015), Boeing CMO (2015), Internal Research : Percentage of international scheduled passengers carried by airlines domiciled in these regions, ICAO (2011)

4

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Global Market Share Gains Global Market Share Trends (in ASK) 4.9%

4.4%

4.3%

3.9%

American

United

Delta

Emirates

3.0%

2.8%

2.4%

2.2%

2.1%

2.0%

1.9%

1.9%

1.8%

1.8%

1.7%

China Southwest Air China Lufthansa British Air France Turkish Southern Airways Airlines

China Eastern

Qantas

Cathay Pacific

LATAM

2004

2012

1.6%

1.6%

9% 8% 7% 6%

5% 4% 3% 2% 1% 0%

2002

2003

2005

2006

2007

2008

2009

2010

2011

2013

2014

2015F

Turkish Airlines Market Share Development Capacity (bn ASK)

Global Market Share

1,8%

1,9%

1,6% 1,3% 0,9% 0,6%

0,5%

0,5%

0,6%

0,7%

0,7%

1,2%

0,8%

24

26

30

42

46

24

37

57

2002

2003

2004

2005

2006

2007

2008

2009

Source: 2002 ICAO, 2003-2014 IATA, 2015F OAG, company reports, sorted by 2015F ASK values.

6

1,0%

65

2010

78

2011

94

2012

114

2013

135

2014

156

2015F

Ryanair Singapore

12.000

11.000

Weekly Flights

Turkish Airlines Growth Story

61.7 mn pax

10.000 54.7 mn pax

9.000

2015E - 299

48.3 mn pax 8.000

2014-261 39 mn pax

7.000

2013-233

32.6 mn pax 6.000

25.1 mn pax

2011 - 202 2010 - 153 22.6 mn pax 14.1 mn 2009 - 132 pax 2008 - 127 16.9 mn pax

5.000

4.000

3.000

2012-202

29.1 mn pax

11.9 mn pax

2007 - 101 2006 - 103

2005- 83 2.000

2004-73

19.7 mn pax

10.4 mn pax Destinations

1.000 90

7

100

110

120

130

140

150

160

170

180

190

200

210

220

230

240

250

260

270

280

290

300

Istanbul is a Natural Aviation Hub Wide Body Range

231 International 48 Domestic Destinations 111 Countries

SFO

YVR

LAX IAH

12

ORD MEX ATL JFK YYZ HAV YUL MIA IAD BOS

BOG

34

CCS

106

NRT KIX ICN PEK PVG

CAN



airline

TPE MNL HKG

ISTANBUL

34

45

BKK HKT

SGN KUL SIN

MPM JNB CPT

CGK

Narrow Body Range

Current Wide Body destinations Future Wide Body destinations 8

Highest coverage of secondary cities (189)



Strong presence in growth markets (CEEMEA)



More than 40% of worldwide international traffic within narrow body range



Reaching 76% of all destinations at least daily

TNR MRU

DUR

Number of Destinations in a Region

 DPS

GRU

EZE

More country coverage than any other

Geographic Advantage Converts to Cost Advantage Unit Cost (Cost per Available Seat Km) vs Average Stage Lenght 14.0

CASK, Usc

12.0

EU Average 10.0

Asia Average ME Average

US Average 8.0

THY LCC Average

6.0

Stage length, km

4.0 0

9

1,000

2,000

3,000

4,000

5,000

6,000

• Turkish Airlines from Rating Agencies Perspective • • • • •

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• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

One of the Highest Profitability Margins in the Industry

9,9%

DL

AF-KL

6,1%

10,4%

12,7%

SQ

13,4%

18,1%

TK

15,9%

18,5%

22,8%

EBITDAR Margin % Comparison (2014)

EK

* Lufthansa Passenger Airlines Source: Calculated based on public company reports.

11

AA

IAG

UA

LH*

Key Leverage Ratios Adjusted Net Debt1 / EBITDAR

EBITDAR / Adjusted Net Interest Cost2 Average: 6.5x

Average: 3.9x

8,3x 7,8x

7,4x 6,5x 4,8x 4,3x 3,6x

3,9x

3,9x

2013

2014

4,5x

4,7x

2010

2011

2,6x

2009

2010

2011

2012

2009

5-year Average Adjusted Net Debt to EBITDAR Target: 3.5x  Out of investment grade scope  Ignores healthy growth / investment period

1. 2.

12

Adjusted for the capitalization of operating leases including 55% of wet lease (7x) Adjusted by the portion of financial costs within operating leases (33%)

2012

2013

2014

196 Aircraft Financed in 10 years – $12 Billion Funding

33 29 25 20

19 12

20

20

10 5

3

2.500 1.900 1.600 1.100

1.100

1.100

1.000

2012

2013

800 500

300

2005

200

2006

2007

2008

2009

Total Financing(Mn $)

13

2010

2011

Number of A/C Financed

2014

2015

All Financed Through Own Operational Cash Generation

CAPEX (Other)

EBITDAR Margin

21,5% 19,5%

18,8%

16,0%

18,8%

15,3%

2.044 1.118

882

866

2012

577

1.843 506

1.603

652 1.130

407 762

1.024 14

2011

18,5%

16,9% 17,3%

2010

Capex / Revenue

471

21,5%

CAPEX (Rent Payments)

1.228

EBITDAR

2013

2014

• Turkish Airlines from Rating Agencies Perspective • • • • •

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Increasingly Diversified Business Revenue by Point of Sale

America 9%

Africa 4%

Africa 8% Europe 27%

3% 4%

Middle East 11%

Revenue by Geography

America 11%

5%

8% 13%

35%

9%

Middle East 13%

9% Far East 13% 32%

39%

16% 21%

Turkey 19%

Internet / Call Center 17%

Europe 30%

6%

Turkey 13%

Far East 24%

Inner circle: 2009 Outer circle: 2015

Passenger Breakdown  Increased Int’l to Int’l Transfer Traffic Int'l-Int'l 26% 18% Domestic 43%

8%

47%

 Reduced dependency to any region operationally Int'l-Dom 6%

27%

Int'l Direct 25%

16

 More than 75% of ticket sales made outside Turkey

Turkish Airlines Significance to Turkey Contribution to Turkey’s Export through Connectivity

10% 6%

8%

Europe

13%

18%

7%

Asia and Far East

North America 21%

 $11.1 Billion total revenue  4th largest company in Turkey in revenue

11%

Middle East

 Over $8 Billion Service Export  40.000 Employees

19%

15%

Latin America

22%

24%

Africa 19%

15%

Turkish Airlines Annual Destination Point Increase 2003-2014 Annual Turkish Export Growth 2003-2014

17 Strictly Private & Confidential

 Main driver of Turkey’s Exports

New Airport in Istanbul to be Completed in 2018  150 million passenger capacity  4 Terminals, 6 Runways  76,5 sqkm area  181 aircraft parking capacity  Connected to city center in 25 minutes (via rail)  More than 100.000 sqm of retail area  Environmental friendly, easily accesible, green facility

Some Stats for Phase 1

18

Ataturk Airport

Third Airport

Traffic Movements/hour

65

90

# of Gates

63

181

Aircraft per Gate (THY)

5,7

3,3

Pax per square meter

162

80

• Turkish Airlines from Rating Agencies Perspective • • • • •

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• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

Turkish Airlines Credit Rating

20

• Turkish Airlines from Rating Agencies Perspective • • • • •

Industry Risk Business Risk / Competitive Position Financial Risk Country Risk / Government Support Turkish Airlines Corporate Rating

• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

Up to $13 Billion Future Financing Need Fleet Development (Year End)

Order Book Delivery Schedule 62

331

299

324

238

216

230

355

349

339

292

261

438

428

384

43

47

30

47

40 62

10 73

84

85

85

83

80

80

11

6 3

2015

2016

2017

2018

2019

2020

2021

2016

2017

Wide Body

Narrow Body

Wide Body

Cargo

14

40

14

2018

2019

Narrow Body

2020

2021

Cargo

Owned (Unencumbered) Aircraft 174 156 125 101 73

29

$453

36

46

83

$4.330

52

$4.712

$3.390 $2.356

$624

$873

$954

$1.374 $1.567

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Owned Aircraft Value (mn$)

22

Owned Aircraft #

216 aircraft will be delivered in the next 6 years implying apx. $13 bn financing

Financing Structure Today and Tomorrow 2015 Total Debt : $8.4 Billion Weighted Average Interest Rate: 3.0%

Com. 5%

2021 Total Debt : $14 Billion

EETC 2% Owned 11%

Sukuk Corporate Bond

CHF 3%

JOLCO 20% JPY 31%

262 Aircraft*

USD 36%

Op. Lease 22%

Owned Other

USD

JPY

438 Aircraft

EETC

Op. Lease

Com. ECA 23%

*: excluding wet-lease aircraft 23

EUR 30%

US Exim

EUR US Exim 17%

JOLCO

ECA

A Leading Financing Team : Innovative Structures

2006

The first ever ECA backed French Lease 2008

The first ever US Exim backed French Lease

2011

2013

2014

2014

2015

24

The first ever ECA backed JOLCO Lease The first ever US Exim backed JPY denominated Convertible Bond The first ever ECA Guaranteed Italian Tax Lease in Japanese Yen

The first ever US EXIM guaranteed structure for GE CF6 engines

The first ever JPY Denominated EETC combined with JOLCO Lease

Financing Awards

25

• Turkish Airlines from Rating Agencies Perspective • • • • •

Industry Risk Business Risk / Competitive Position Financial Risk Country Risk / Government Support Turkish Airlines Corporate Rating

• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

EETC Issue Process 2011 Cape Town Process

Corporate Rating

Turkey adopted CTC and Aircraft Protocol

2012

Implementation of secondary legislations

Kick-off

EETC Structure Rating

2014

2015

Turkey included in OECD List

Rating agency selection Rating agency meetings

Advisor bank selection

EETC Structuring / Documentation

2013

Corporate ratings assigned

Structuring bank selection

Cancellation of JOLCO component Re-kick off Postponement due to legislative concerns Preliminary discussions with agencies on EETC Agency meetings and presentation Rating agency reports and scenario analysis

Discussion on alternative LTV & tenor scenarios Final rating report

Finalize Offering Memorandum

Roadshow & Issuance

Deal roadshow Announcement and execution of the deal

27

Cape Town Convention in Turkey

 An international treaty designed to reduce the risk of loss by creditors in aircraft transactions  It has made it possible to expand the EETC structure beyond the U.S. air carriers.  Turkey adopted the Cape Town Convention and Aircraft Protocol, December 2011.  Implementation of secondary legislation have been completed in 2014  As of 20 October 2014, Turkey has been added to the OECD list of countries whose airlines are eligible for the “Cape Town Discount. *

* Applies to the Guarantee Premium charged by any OECD Export Credit Agency under a government guaranteed financing arrangement

28

Enhanced Equipment Trust Certificate (EETC)  Asset Backed Corporate Bond

 Supporting Structural Elements

 Aircraft Colleteralized

 Debt tranching

 Rated higher than the Airline Corporate Rating

 Liquidity facilities  Overcollateralization  Cross-default principles

Corporate Rating LTV (A Tranch) Cross-collateral / default Jurisdiction Total Notch-up EETC Rating Coupon / YTM * USD Equivalent of 1.228% (JPY coupon rate)

29

Turkish Airlines USD EETC

American Airlines 2015-2A

Turkish Airlines JPY EETC

Ba1 (+2 notches compared to AAL)

Ba3

Ba1

67%

55%

44%

Yes / Yes

Yes / Yes

Yes / No

Cape Town – Turkey

U.S. Section 1110

Cape Town – Turkey

+5 notches

+7 notches

+5 notches

A2

A2

A2

4.2% / 4.9%

4.0% / 4.1%

3.8%* / -

• Turkish Airlines from Rating Agencies Perspective • • • • •

Industry Risk Business Risk / Competitive Position Financial Risk Country Risk / Government Support Turkish Airlines Corporate Rating

• Turkish Airlines Financing Today & Tomorrow • Capital Markets EETC Experience • Innovative Financing and the Role of Rating Agencies

Increasing Importance of Capital Markets / Rated Products

31

Source: Boeing – Current Aircraft Finance Market Outlook 2015

THANK YOU

Please Contact: +90 (212) 463-6363 e-mail: [email protected]

Disclaimer Türk Hava Yolları A.O. (the “Incorporation” or ‘’Turkish Airlines’’) has prepared this presentation for the sole purpose of providing information about its business, operations, operational and financial results. The information in this presentation is subject to updating, revision and amendment. This presentation is not, and does not support to be comprehensive and to contain all information related to Turkish Airlines. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Turkish Airlines nor any of its subsidiaries or their respective affiliates nor should it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution would be contrary to law or regulation. The information contained in this presentation has not been subject to any independent audit or review and may contain forward-looking statements, estimates and projections. Statements herein, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. Although Turkish Airlines believes that the estimates and projections reflected in the forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ. As a result, you should not rely on these forward-looking statements. Turkish Airlines undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Any forward-looking statement in this presentation speaks only as of the date on which it is made, and Turkish Airlines undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except to the extent required by law. Industry, market and competitive data and certain industry forecasts used in this presentation were obtained from internal research, market research, publicly available information and industry publications and other market commentaries. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable at the relevant time, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal research, market research, industry publications and other publicly available information, while believed to be reliable, have not been independently verified, and Turkish Airlines does not make any representation as to the completeness or accuracy of such information. No representation, warranty or undertaking, expressed or implied, is or will be made by Turkish Airlines or its shareholders, affiliates, advisors or representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained in this presentation (or whether any information has been omitted from this presentation). Turkish Airlines, to the extent permitted by law, and each of its respective directors, officers, employees, affiliates, advisors or representatives disclaims all liability whatsoever (in negligence or otherwise) for any loss however arising, directly or indirectly, from any use of this presentation or its contents or otherwise arising in connection with this presentation. This presentation should not be construed as financial, legal, tax, accounting, investment or other advice or a recommendation with respect to any investment. Under no circumstances is this information and material to be construed as a prospectus, supplement, offering memorandum or advertisement, and neither any part of this presentation nor any information or statement contained herein shall form the basis of or be relied upon in connection with any contract, commitment or investment decision. By reading this presentation or attending or listening to any relevant meeting, conference call or webcast organized by the Company, you agree to be bound by the above provisions. 33