01.07.2012-30..09.2012 Third Quarter Report

7/30/2019 01.07.2012-30..09.2012 Third Quarter Report

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AKFEN REAL ESTATE INVESTMENT TRUST CO.INC.thrd QUArtEr ANNUAL rEPOrt

(01.07.201230.09.2012)


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This report is issued with the purpose to present the investors the

improvements realied by AKFEN REIT in the period o July 01, 2012 September 30, 2012,

the inormation on the assets and privileges in its portolio, current status o its projects,

i any, their completion rate and period, anticipated realiation status, problems and similarinormation.


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1

dENtFYNG AKFEN rEt NFOrMAtON

Period o the Report : 01.07.201230.09.2012

The Tittle o the Partnership : Aken Real Estate Investment Trust Co. Inc.

Head Oice Address : Bykdere Street. Levent Lot No: 201

C Block Floor: 8 Levent Istanbul/Turkey

Phone : +90 212 371 87 00

Fax : +90 212 279 62 62

Email : [email protected] : www.akengyo.com.tr


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AKFEN RE IT 2012 ThIRd QUARTER ANNUAL REPORT

2

thE COMPANYS OPErAtONS ANd NFOrMAtON

Aken Real Estate Investment Trusts (REIT) main elds o activity includemaking real estate investments in capital market instruments utiliing theCommuniqu or Principles Regarding Real Estate Investment Trusts(Serial: VI, No: 11) Article No. 4.6 while creating and developing a real estateportolio.

Aken REITs principal shareholder, Aken Holding signed a rameworkagreement with Accor, an international hotel chain operator, on April 182005. Within this agreement, Aken Holding and Accor joined orces todevelop hotel projects in Turkey. With later amendments, Aken REIT andTamaris Tourism Co. joined the partnership. Aken REIT will develop hotelprojects under the brand names Novotel and Ibis Hotel and lease them toAccor with longterm leasing agreements. Aken REIT, a unique pioneer inthe Real Estate Investment Trust is ocused on the City Hotel concept; itcontinues its investments in Turkey, the TRNC and in Russia.


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3

AKFEN rEAL EStAtE NVEStMENt trUSt tOtAL (%)

AKFEN HOLDING 103,197,171 56.09

HAMD AKIN 30,196,838 16.411325

BRAHM SHA GSAV 4,140,380 2.250207

AKINISI MACHINERY INDUSTRY AND TRADE 43,513 0.023648

AKFEN CONSTRUCTION TOURISM AND TRADE 2 0.000001

MEHMET SEMH EK 1 0.000001

MUSTAFA DURSUN AKIN 1 0.000001

AHMET SEYF USLUOLU 1 0.000001

FREE-FLOATING 46,422,093 25.23

ToTal 184,000,000 100.00

ShArEhOLdEr StrUCtUrE

Our Company developed into the Real Estate Investment Trust on August 25,2006. Aken REIT registered its capital, increasing it rom TL 138,000,000 to TL184,000,000 according to Capital Market Law Article No. 4 on 28.04.2011 withno REIT.80/430 by oering the shares at a total nominal value o TL 54,117,500including TL 46,000,000 and shares o the current shareholder, TL 8,117,500 tothe public; 29.41% shares were oered to the public. It started trading on theIstanbul Stock Exchange on May 11, 2011.

As o 30.09.2012, Aken REITs shareholder structure was:


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4

BOArd OF drECtOrS

As per the Companys Board o Directors Resolution dated May 28, 2012, numbered 2012/09, the division otasks at the Companys Board o Directors is as presented below.

Name TiTle

BRAHIM SHA GSAV CHAIRMAN

MUSTAFA KETEN VICE CHAIRMAN

PELIN AKIN BOARD MEMBERSILA CILIz NAN BOARD MEMBER

SELIM AKIN BOARD MEMBER

HSEYIN KADRI SAMSUNLU BOARD MEMBER

MEHMET SEMIH EK INDEPENDENT BOARD MEMBER

MUSTAFA DURSUN AKIN INDEPENDENT BOARD MEMBER

AHMET SEYFI USLUOLU INDEPENDENT BOARD MEMBER

BOArd OF AUdt

Name TiTle

RAFET YKSEL AUDITOR

MERAL N. ALTINOK AUDITOR

COrPOrAtE GOVErNANCECOMMttEE

AUdt COMMttEE

Name TiTle

MEHMET SEMH EK HEAD OF THE COMMITTEE

AHMET SEYFUSLUOLU

MEMBER/INDEPENDENTMEMBER

MUSTAFA DURSUNAKIN

MEMBER/INDEPENDENTMEMBER

Name TiTle

MUSTAFA DURSUN AKIN HEAD OF THE COMMITTEE/ INDEPENDENT MEMBER

AHMET SEYF USLUOLU MEMBER/ INDEPENDENT MEMBER

MEHMET SEMH EK MEMBER/ INDEPENDENT MEMBER

SENOr MANAGEMENt

Name TiTle

VEDAT TURAL GENERAL MANAGER

HLYA DENIz BLECK DEPUTY GENERAL MANAGER

MEMDUH OKYAY TURAN DEPUTY GENERAL MANAGER


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5

EVALUAtON OF thE PErOd BEtWEEN 01.07.2012 - 30.09.2012

dEVELOPMENtS N thESECtOr

*tOUrSM StAtStCS,Q3 2012

Turkish tourism revenues slippedby 4.1% year-over-yearThe third quarter, which coversthe months o July, August andSeptember saw Turkish tourismrevenues all by 4.1% yearoveryearto USD 8,957,384,030. Foreignvisitors accounted or 79.2% andTurkish citiens residing abroad or20.8% o total tourism revenues.

Visitors organie their visits eitherindividually or through packagetours. In the period concerned,

individual visits amounted to USD6,792,022,938 and package toursto USD 2,165,361,092.

In Q3 2012, the averageexpenditure per person stood atUSD 576. In this period, oreignvisitors spent an average o USD534 whereas Turkish citiensresiding abroad spent an averageo USD 820.

The number o visitors increasedby 3.7% year-over-yearIn Q3 2012, the total number ooreign visitors who exited Turkeystood at 15,552,120, which included13,276,114 oreigners and 2,276,006Turkish citiens residing abroad.

Tourism expenditure slipped by12.1% year-over-yearTourism expenditures, whichconsists o spending by Turkishcitiens living in Turkey during theiroverseas visits, slipped yearoveryear by 12.1% to USD 918.257.900,o which USD 818,615,924 wasspent in individual visits and USD99,641,976 in package tours. The1,379,205 Turkish citiens spent anaverage o USD 666 in their oreigntrips.


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(*): Provisional data.

Dstrbutn f Frgnr Vstrs arrvng n Turky by Yrs nd mnths*

Qurtry turs rvnu nd xpndtur, 2011-2012

Source: Turkish Statistical Institute (TK)

YEArS ChANGE OF rAtO%

MONthS 2010 2011 2012* 2011/2010 2012/2011

JANUARY 809,974 975,723 981,611 20.46 0.60

FEBRUARY 953,848 1,079,505 997,571 13.17 -7.59

MARCH 1,414,616 1,617,782 1,460,563 14.36 -9.72

APRIL 1,744,628 2,290,722 2,168,715 31.30 -5.33

MAY 3,148,337 3,283,125 3,232,926 4.28 -1.53

JUNE 3,500,024 3,780,637 3,882,592 8.02 2.70

JULY 4,358,275 4,597,475 4,571,389 5.49 -0.57

AUGUST 3,719,180 4,076,783 4,470,202 9.62 9.65SEPTEMBER 3,486,319 3,923,546 3,991,415 12.54 1.73

OCTOBER 2,840,095 3,039,754 7.03

NOVEMBER 1,491,005 1,596,295 7.06

DECEMBER 1,165,903 1,194,729 2.47

tOtAL 28,632,204 31,456,076 9.86

9 MONthS tOtAL 23,135,201 25,625,298 25,756,984 10.76 0.51

YEAr/PErOd

tOUrSMNCOME (US

dOLLAr)NUMBEr OFdEPArtUrE

AVErAGEExPENdtUrEPEr PErSON(US dOLLAr)

tOUrSMNCOME (US

dOLLAr)

NUMBEr OFrESdENtCtzENS

AVErAGEExPENdtUrEPEr PErSON(US dOLLAr)

2011

PERIOD I 3,100,270,170 4,389,235 705 1,196,797,473 1,646,577 727PERIOD II 5,372,189,266 9,338,076 575 1,325,688,593 1,885,979 703PERIOD III 9,339,028,54 14,991,270 623 1,044,887,999 1,465,601 713PERIOD IV 5,208,904,274 7,423,747 702 1,408,802,539 1,283,815 1,097ANNUAL 23,020,392,250 36,151,328 637 4,976,176,604 6,281,972 7922012

PERIOD I 2,799,744,250 4,219,161 664 759,092,463 1,263,166 601PERIOD II 5,576,155,275 9,323,460 598 1,126,908,259 1,687,811 668PERIOD III 8,957,384,030 15,552,120 576 918,257,900 1,379,205 666JULY 2,874,346,062 4,982,363 577 345,558,010 512,102 675AUGUST 3,088,882,419 5,416,092 570 319,204,280 477,758 668SEPTEMBER 2,994,155,549 5,153,665 581 253,495,610 389,345 651


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*Source: Ministry o Culture and Tourism

In September 2012 , the numbero oreign visitors to Turkeyincreased by 1.73% year-over-yearAccording to provisional datareleased by Turkish National Police,in September 2012, the numbero oreign visitors to Turkey grewby 1.73% yearoveryear to reach3,991,415.

In September, 309,882 (%7.76) roma total o 3,991,415 oreign visitorsto Turkey were day trippers.

In September, oreign visitorsentered Turkey mainly throughborder gates in the ollowing veprovinces:

Number oCity Share (%) Visitors

1 Antalya 38.13 (1,521,767)2 Istanbul 23.56 (940,241)3 Mula 13.12 (523,600)4 Edirne 6.06 (242,062)5 Imir 4.83 (192,890)

In the period rom January toSeptember 2012, the numbero oreign visitors to Turkeyincreased by 0.51% year-over-year.In the period rom January toSeptember 2012, the number ooreign visitors to Turkey increasedby 0.51% yearoveryear to25,756,984.

Out o 25,756,984 oreign visitorsto Turkey in the period romJanuary to September 2012,1,587,978 were day trippers (6.17%).

In the period rom January toSeptember, oreign visitors enteredTurkey mainly through border gatesin the ollowing ve provinces:

Number oCity Share (%) Visitors

1 Istanbul 34.43 (8,868,040)2 Antalya 27.52 (7,088,628)3 Edirne 10,58 (2,724,624)4 Mula 8.19 (2,108,539)5 Artvin 4.46 (1,147,983)

CONFErENCE tOUrSM NtUrKEY

The start o conerence tourismreally began with the Habitat IICongress organied in Istanbul in1996. Since that time, Turkey hasmoved orward especially withthe construction o new hotelsattaining importance to this matter.

Turkey has begun harvesting

the ruit o these investments inseveral centers especially Istanbul,with a geological location thatis both historical and lled withnatural richness. Other centersinclude Ankara, Antalya and Imir.The Habitat II Conerence changedthe perspective o Turkey towardcongress tourism and it wasthe turning point in realiing thepotential tourism oered.

Today, Turkey is a destinationor international conerences;with its Bosphorus Strait joiningboth Europe and Asia, the hearto politics in the capital Ankara,ully equipped acilities along theshores o the Mediterranean andAegean seas wellknown or itsTurkish hospitality, excellent oodand travel opportunities. It has avery advantageous status due toits geopolitical position, connecting

Europe and Asia; it is reachablethanks to direct fight opportunitiesand transer connections rom bigcities. It also combines nature withrst class acilities, a hospitableclimate and an excellent pricingpolicy. Among the more popularconerence tourism centersdeveloping in Turkey is Istanbulwith its geopolitical and economiclocation; Ankara, the countryspolitical capital, Imir, Mula and

Antalya known or their climate andgeographical location. Additionally,Cappadocia with breathtakinggeological and extraordinaryscenery. Evaluated on a sectorialbasis in terms o tourism, Turkeyhas hosted many medical andinormational gatherings.


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8

ExPLANAtON OF POrtFOLO ASSEtS ANd PrOPErtY rGhtS

domesic hoels in Opeaions

Novotel and Ibis Hotel IstanbulIbis Hotel EskiehirNovotel TrabonNovotel and Ibis Hotel GaiantepNovotel and Ibis Hotel KayseriIbis Hotel BursaIbis Hotel Adana

Novotel and Ibis Hotel IstanbulZeytinburnu

Land Area11,720 m2

Construction Area26,372 m2

Number o Rooms

Novotel: 4star, 208 rooms;Ibis Hotel: 3star, 228 rooms

Start o OperationMarch 2007

OperatorTamaris Tourism (Accor)

The State Treasury granteduse o the land parcel or theIstanbul Novotel and Ibis Hotel

or a period o 49 years with ausuruct agreement on December4, 2003. The construction permitwas received on January 6, 2005and construction commencedthereater.

Novotel and Ibis Hotel Istanbulzeytinburnu are situated side byside at an ideal location betweenthe city center and the airport,providing convenient access inboth directions. These hotelsare close to shopping centersand cultural areas as well as topublic transportation by sea bus,underground metro and tram. Theyare conveniently located both orbusiness and leisure travelers.

Novotel Istanbul zeytinburnueatures 208 rooms includingsix suites with a view o the seaand our handicap accessiblerooms, a meeting room that canaccommodate up to 250 persons,a restaurant, bar, tness center

and an outdoor swimming pool.In 2011, Novotel Istanbul receivedan Earthcheck InternationalEnvironment Certicate.

Ibis Hotel zeytinburnu has 228comortable, modern roomsincluding our handicap accessiblerooms, a restaurant, a lobby barand a covered parking area. In2011, Ibis Hotel Istanbul receivedthe ISO 9001 International Quality

Standard and IS 14001 InternationalEnvironment Certicates.

Ibis Hotel Eskiehir

Land Area6,806 m2


Number o RoomsIbis Hotel: 3star, 108 rooms

Start o OperationApril 2007


The structure housing the IbisHotel Eskiehir was leasedrom the Eskiehir Metropolitan

Municipality or a period o 22years and was retrotted as anIbis Hotel. Ibis Hotel Eskiehiris located in one o the mostexclusive areas o the city, nearthe Anadolu University campus.The hotel is in an ideal location,within walking distance to publictransportation, including railwayand tram stations, as well as to thecity center providing convenientaccess or visitors.

Ibis Hotel Eskiehir eatures 108modern, comortable rooms,including two accessible roomsor handicapped guests, ameeting room with a capacityor 80 people, a restaurant, abar and a private car parkingarea. In 2011, the Ibis HotelEskiehir, received the ISO 9001International Quality Standards andIS 14001 International Environment

Certicates.


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Novotel Trabzon

Land Area13,450 m2


Number o RoomsNovotel: 4star, 200 rooms

Start o OperationOctober 2008


The land parcel or Novotel Trabonwas leased rom the TrabonWorld Trade Center on December

9, 2005, or 49 years. A perpetualand independent usuruct right ora period o 49 years was conerredto Aken REIT and entered in thedeeds registry on February 27,2008.

Novotel Trabon is the rstinternational chain hotel in thecity and in the region. It is locatednext to the World Trade Centeron the Black Sea coast and isconveniently located near centercity and the airport.

Novotel Trabon eatures 200rooms including our wheelchairaccessible rooms; seven largemeeting rooms with a capacity oup to 650 persons, a restaurant,a bar, a tness center, an indoorswimming pool and a tennis court.Novotel Trabon holds a benchmarkstatus according to its Earthcheckcerticate.

Novotel and Ibis Hotel Gaziantep

Land Area6,750 m2


Number o RoomsNovotel: 4star, 92 rooms;Ibis Hotel: 3star, 177 rooms

Start o Operation

January 2010


The land parcels or the Novoteland Ibis Hotel Gaiantep wereleased rom the GaiantepMetropolitan Municipality or 30years on May 31, 2007. A perpetualand independent usuruct right ora period o 30 years was conerredto Aken REIT and entered in thedeeds registry on July 17, 2007.

Gaiantep is a prominent cityin Turkey, known or its history,social and cultural riches andindustrial, commercial and touristicdevelopment level. Novotel and IbisHotel Gaiantep are located in theheart o Gaiantep.

Novotel Gaiantep eatures 92rooms, including our suites, two

rooms accessible or disabledguests, a restaurant and bar, sixmeeting rooms with a capacityo up to 700 persons, an outdoorswimming pool, a tness centerand a private car parking area.Novotel Gaiantep holds abenchmark status according to itsEarthcheck certicate.

Ibis Hotel Gaiantep has 177comortable rooms with modern

amenities including our disabledaccessible rooms, a lobby bar, arestaurant and a private car parkingarea.


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Novotel and Ibis Hotel Kayseri

Land Area11,035.40 m2


Number o RoomsNovotel: 4star, 96 rooms;Ibis Hotel: 3star, 160 rooms



The land parcel that housesKayseri Novotel and Ibis Hotel was

leased rom the Kayseri Chambero Industry and Commerce or 49years on November 4, 2006. Aperpetual and independent usuructright or that period was conerredto Aken REIT and entered in thedeeds registry on August 17, 2007.

Novotel and Ibis Hotel Kayseriare located in the city center, 10minutes rom the airport.

Novotel Kayseri eatures 96 rooms,including our suites and twowheelchair accessible rooms ordisabled guests, a restaurant andbar, our meeting rooms that canaccommodate up to 120 persons, atness center and a private vehicleparking area. Novotel Kayseri holdsa benchmark status according toEarthcheck certicate.


Ibis Hotel Kayseri eatures 160comortable rooms with modernamenities, including our handicapaccessible rooms, a restaurant, alobby bar and a private car parkingarea.

Ibis Hotel Bursa




Start o OperationNovember 2010


Ibis Hotel Bursa was built on landleased rom the Business Coop oBursa International Textiles TradeCenter on May 9, 2008. A perpetualand independent usuruct right ora period o 30 years was conerredto Aken REIT and entered in thedeeds registry on August 7, 2008.

Ibis Hotel Bursa is located in one othe most prominent, industrial citiesin Turkey. Its location near businessand trade centers makes the hotelan ideal locality or travelers.

Ibis Hotel Bursa eatures 200rooms including our handicapaccessible rooms, a restaurant, abar and a meeting room.

Ibis Hotel Adana

Land Area2,213 m2



Start o OperationSeptember 2012


Aken REIT acquired the landparcel or this project on August 3,2010; the construction permit was

granted on April 20, 2011. With apopulation o 1.7 million, Adana isthe th most populated city in thecountry. The land parcel or thishotel project is located on TurhanCemal Beriker Avenue, within thecity center next to the municipalbuilding; it is our kilometers romthe airport.

Ibis Hotel Adana will have 165rooms including two wheelchair

accessible rooms, a multipurposehall, a meeting room, a bar, arestaurant and indoor and outdoorparking areas.


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Girne TRNC Mercure HotelMercure Hotel Girne TRNC

Land Area37,000 m2


Number o Rooms5 star, 299

Start o OperationApril 2007

OperatorAs October 1,2012 will be operatorVoyager Kbrs Ltd.

The Ministry o Finance o TRNC

granted use o the land parcelon which Girne Mercure Hotelwas built; it has been leased ora period o 49 years. This is therst international hotel in NorthernCyprus and eatures 299 rooms,including 279 standard rooms,two wheelchair accessible rooms,14 suites, two Deluxe suites andtwo Royal suites, two restaurants,a spa center, outdoor and indoorswimming pools; a meeting room;

and a conerence hall.

Ibis Hotel Yaroslavl, Russia

Land Area4,432 m2


Number o RoomsIbis Hotel 3star, 177 rooms

Start o OperationSeptember 2011

OperatorRussian Management HotelCompany (Accor)

Ibis Hotel Yaroslavl is located inthe city o Yaroslavl, one o the

hub cities within the periphery oMoscow, about 250 kilometersrom the capital, in the area knownas the Golden Ring. Due to itslocation, Yaroslavl attracts manydomestic and oreign tourists.In addition to cultural tourism,Yaroslavl also draws a signicantnumber o visitors every year toexperience Volga River cruises and

international conerences held inthe city. One o the most importantoil reneries in Russia is alsolocated in Yaroslavl.

The residential license or Ibis HotelYaroslavl was obtained on July29, 2011 and the ownership o thebuilding on February 24, 2011.

The Russian government choseYaroslavl as one o the FIFA 2018World Cup host cities. The regionspopularity is expected to riseand investments in the area areorecast to increase prior to thechampionship. Business relatedtravel to the Yaroslavl region andthe demand or business hotels inthe city is expected to increase.

Ibis Hotel Yaroslavl has a total o177 rooms, including 128 standardrooms, our accessible rooms orhandicapped guests, three suitesand 42 twin rooms as well as arestaurant, bar, two meeting rooms,a business center, indoor andoutdoor parking areas.

Oveseas hoels

Overseas Hotels in Operation

Mercure Hotel Girne TRNCIbis Hotel Yaroslavl Russia

Ibis Hotel Samara Russia


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Ibis Hotel and Ofice Samara


Construction AreaOice Building: 11,749.25 m2

Hotel: 9,904.35 m2

Number o RoomsIbis Hotel 3star, 204 rooms andoice building



One o the most important Russianprojects o Aken REIT, is the IbisHotel Samara and Oice Building.One o Russias largest cities,Samara has a population o 1.2million. The region presents idealopportunities or hotel investmentsdue to the low number o brandedhotels operating at internationalstandards. The projects land parcelis located on the main thoroughareto the airport and is two kilometersrom the city center.

The residential license o Ibis HotelSamara was obtained on December2, 2011 and the ownership o thebuilding on December 30, 2011.

One oice block was built or thelandowner in exchange or the land;a second block has been plannedwith a view to generate rentalincome.

Ibis Hotel Samara has a total o204 rooms, including 152 standardrooms, ve handicapped accessiblerooms, three suites and 44 twinrooms; as well as, a restaurant,a bar, three meeting rooms, abusiness center and an indoor carpark.



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Ibis Hotel Esenyurt IstanbulLand Area1,755.37 m2


Number o RoomsIbis Hotel 3star 156 rooms

Construction Permit DateDecember 30, 2010


Aken REIT acquired the land orthe Ibis Hotel Esenyurt project,located acing the E5 highwaynear the TUYAP Exhibition and

Congress Center. It is situated inthe Bykekmece district, a astdeveloping region with severalsatellite town projects.

Ibis Hotel Esenyurt will eature 156rooms, including two accessiblerooms or the disabled as well asa multipurpose hall, three meetingrooms, a restaurant, a bar andindoor and outdoor parking areas.Ibis Hotel Esenyurt will open at the

end o 2012.

Ibis Hotel Izmir

Land Area629 m2



Construction Permit DateOctober 10, 2011


The land or this project is locatedin Alsancak, on block 7656, parcel2, registered in the Konak district

o Imir province. It was leasedor a period o 49 years rom thePrime Ministry General Directorateo Foundations or the constructiona hotel ater winning the tenderon August 25, 2010. The layoutand project details or the IbisHotel, which will eature 140 roomshave been completed and wereapproved by the Imir RegionalDirectorate o Foundations. Theconstruction permit was obtained

rom Konak Municipality on October10, 2011 and will have 140 roomsincluding two accessible rooms orthe disabled, a meeting room, a barand a restaurant. Ibis Hotel Imirwill begin operations in 2013.

PojecsDomestic Projects in ProgressIbis Hotel Esenyurt, Istanbul

Ibis Hotel ImirNovotel Karaky, IstanbulIbis Hotel Esenboa, Ankara

Novotel Karaky Istanbul



Number o RoomsNovotel 5star 200 rooms

Construction Permit DateAgust 17, 2012

The land or the Novotel Karakywas leased rom the GeneralDirectorate o Foundations or 49years. It is planned as a 5staracility. Novotel Karaky will belocated on the Rhtm Avenue, on

a parcel o land currently occupiedby the old Karaky Building,which was used or the RegionalDirectorate o Foundations as wellas an empty lot known as KolucaHan. The hotel will enjoy a splendidview o the Bosphorus, Marmaraand the historical peninsula; itis in a perect location vibrantthroughout the day with variouscultural and artistic events. Thehotel will have 200 rooms. The

construction began in 2012 and willopen by 2015.



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Ibis Hotel EsenboaAnkara

Land Area7,134 m2


Number o Rooms3 star 147 rooms

Aken REIT acquired the land parcelor this hotel project on 21 July2011. The Esenboa Hotel will belocated two kilometers rom theEsenboa Airport in Ankara, nextto the airports main entrance. Itwill have approximately 150 roomsand is planned to start operations

in 2014.

Overseas Projects in ProgressIbis Hotel KaliningradIbis Hotel MoscowBara Hotel Projects, TRNC

Ibis HotelKaliningrad

Land Area5,099 m2



Construction Permit DateJune 20, 2011


The project is located in the citycenter o Kaliningrad, an importanttransportation hub due to itslocation on the Baltic Sea coast.As an old Prussian city with a richand historic legacy coupled withsoaring business travel, the cityholds tremendous industrial andcultural potential.

Due to a shortage o hotels withover 100 rooms operated byinternational brands and since theexisting hotel room stock in thissegment dates back to the Sovietera, Kaliningrad has become amagnet or hotel investors. TheRussian government selectedKaliningrad as a FIFA 2018 WorldCup host city and as such, the

regions appeal is expected torise; investments in the area areorecast to increase prior to thechampionship. Businessrelatedtravel to the Kaliningrad region andthe demand or business hotels inthe city will certainly increase.



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Ibis Hotel Kaliningrad will startoperations in 2013. Set on a5,099 m2 parcel o land, the projecthas 6,322 m2 o covered space.The hotel is planned as an eightstorey building, or which theconstruction permit was obtainedon June 20, 2011. The plot islocated at a distance o 1.2 km romold Kaliningrad, 450 meters romthe Pregolya River and 20 km awayrom the airport. Since there is aninsuicient number o conerenceand meeting halls in the city,creating meeting space has been apriority or the project.

The ground foor o the hotel willeature a lobby, restaurant, kitchenand meeting rooms. The Ibis Hotel

Kaliningrad project will include 119standard rooms, 40 twin rooms,three wheelchair accessible roomsand ve amily rooms or a total o167 rooms.

Ibis Hotel Kaliningrad will be openedin the rst hal o 2013.

Ibis Hotel Moscow

Land Area3,000 m2

Construction Area20,029.70 m2


The land on which the hotel islocated is a political route withtremendous national signicance.It passes by the Kremlin and RedSquare and is approximately ourkilometers rom the Kremlin.

The total construction area is20,029 m2 including 3,000 m2

covered space. The design work isunder way or the project and have22 foors plus a basement. IbisHotel Moscow will have a total o480 rooms and will open its doorsby 2016.


Bara Hotel Project

Land Area224,524 m2


A 224,524 m2 plot o land withtourism oning in Bara, TurkishRepublic o Northern Cyprus(TRNC), has been allocated bythe TRNC Ministry o Agricultureand Natural Resources to AkenConstruction. The site wasobtained or a period o 49 yearsand transerred to Aken RETC asper a resolution dated February 23,2011


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domesic Pojecs

nvesmen

nvesmen Compleion**(%)Novotel ve Ibis Hotel zeytinburnu Istanbul 100Ibis Hotel Eskiehir 100Novotel Trabon 100Novotel and Ibis Hotel Gaiantep 100Novotel and Ibis Hotel Kayseri 100Ibis Hotel Bursa 100Ibis Hotel Adana 100Ibis Hotel Esenyurt 99Ibis Hotel Imir 67Ibis Hotel Ankara 23Novotel Karaky 19

Oveseas Pojecs

nvesmennvesmen Compleion* (%)Mercure Hotel Kyrenia TRNC 100**Samara Oice Russia 100**Ibis Hotel Samara Russia 100**Ibis Hotel Yaroslavl Russia 100**Ibis Hotel Kaliningrad 53Ibis Hotel Moscow 3

* Aken REIT share is 95%.** Including advances paid to the contractor.

The expertise values o the buildings, real estate projects in our portolio and real estate based rights andailiates, excluding VAT, are stated in the table below:

MArKEt VALUE ACCOrdNG tO ExPErt APPrASAL rEPOrtS

Compleion rae


COMPANY/FACLtYrEPOrt

dAtE ASSESSEd BY

000 tLMArKEt VALUE(tL, ExCL. VAt)

000 tLFAr VALUE

(tL, NCL.VAt)

AKFEN REAL ESTATE TRADE ANDCONSTRUCTION 30.09.2011 TSKB CORPORATE FINANCE 381,315 388,441

AKFEN KARAKY REAL ESTATEINVESTMENT AND CONSTRUCTION 30.09.2011 TSKB CORPORATE FINANCE 71,884 71,997

NOVOTEL VE IBIS HOTEL zEYTINBURNU 30.09.2011 TSKB REAL ESTATE ASSESSMENT 207,640 207,640

IBIS HOTEL ESKIEHIR 30.09.2011 TSKB REAL ESTATE ASSESSMENT 20,326 20,326

NOVOTEL TRABzON 30.09.2011 TSKB REAL ESTATE ASSESSMENT 77,180 77,180

NOVOTEL ANDIBIS HOTEL GAzIANTEP 30.09.2011 TSKB REAL ESTATE ASSESSMENT 52,800 52,800

NOVOTEL ANDIBIS HOTEL KAYSERI 30.09.2011 TSKB REAL ESTATE ASSESSMENT 59,843 59,843

IBIS HOTEL BURSA 30.09.2011 TSKB REAL ESTATE ASSESSMENT 47,840 47,840

IBIS HOTEL ESENYURT 30.09.2011 TSKB REAL ESTATE ASSESSMENT 34,460 35,908

IBIS HOTEL ADANA 30.09.2011 TSKB REAL ESTATE ASSESSMENT 27,080 32,677

IBIS HOTEL IzMIR 30.09.2011 TSKB REAL ESTATE ASSESSMENT 27,450 27,878

LAND IN ANKARA 30.09.2011 TSKB REAL ESTATE ASSESSMENT 5,200 5,200

TOTAL VALUE 1,013,018 1,027,732


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AKFEN Real Estate Trade andConstruction Co. Inc. (AkenRETC)

Aken RETCs main elds oactivity include investments in realestate and developing, managingand delegating the managemento the real estate portolio. TheCompany was established onAugust 20, 1999 as TT Tourismand Construction Industry andTrade LLC; it was later restructuredinto an incorporated company.The changes made in the Articleso Association were publishedon pages 225226 o the TradeRegistry Gaette, Issue 5603,dated July 31, 2002. Accordingly,the name o the Company

was changed to TT TourismConstruction Agriculture StockFarming Industry and Trade Co. Inc.On September 22, 2006, the nameo the Company was changed toAken Real Estate Investment Tradeand Construction Co. Inc.

The 99.9% share o Aken RETCthat was previously held by AkenHolding and Aken Constructionand Tourism was transerredto Aken REIT on February 21,2007. At present, Aken REITs99.9% subsidiary, Aken RETC,receives rental income rom theMercure Hotel Girne in the TRNCand Ibis Hotel Samara and IbisHotel Yaroslavl in Russia. RETC isdeveloping the Ibis Hotel KaliningradProject in Russia and Bara HotelProject in the TRNC.

The 5star Mercure Hotel locatedin Girne province in the TurkishRepublic o Northern Cyprus hasbeen operating since 2007. AkenRETC also inaugurated the rst

two components o Aken REITsRussian investments, namelyIbis Hotel Yaroslavl and Ibis HotelSamara. At present there are twoongoing hotel projects in Russia.Aken RETC holds a 95% shareo Russian Hotel InvestmentsB.V. (RHI) and Russian PropertyInvestment B.V. (RPI) based in theNetherlands. RHI and RPI are thepartners o the project companiesestablished according to Russian

laws.

Russian Hotel Investment B.V.(RHI)RHI was established on September21, 2007 as a joint venture oAken RETC and Eastern EuropeanProperty Investment Ltd. (EEPI). TheCompanys main eld o activity isdeveloping hotel projects in Russia;it is a jointly managed concern. Thecompanies established or specichotel projects are organied underRHI. The active companies arepresented in the table below.

Russian Property Investment B.V.(RPI)RPI was established on January3, 2008 as a joint venture oAken RETC and Eastern EuropeanProperty Investment Ltd (EEPI). The

Companys main eld o activityis developing projects other thanhotels in Russia. The companiesestablished or specic projectsare organied under RPI. Theshares held by Aken Real EstateDevelopment and Trade weretranserred to Aken RETC on June5, 2009.

RHI and RPI also establishedthe KasaAken Real Estate

Development LLC in Russia asa joint venture. The Company isbased in Moscow; its purposeis to serve as a head oice orthe management o Russianinvestment projects.

SUBSdArES OF AKFEN rEt

te saeole sucue o Aken rEtC is sae below:

Sae Sae oamoun Sae o panesip

Saeoles (tL) panesip (%)Aken REIT Co. Inc. 99,999,900 1,999,996 99.9999Hamdi Akn 50 2 0.00050Akinisi Machinery Industry andTrade 25 1 0.00025Aken Tourism nvestment and

Operating Co. Inc. 25 1 0.00025toal 100,000,000 2,000,000 100


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SUBSdArES OF AKFEN rEt

Subsidiary Title:Aken Karaky Real EstateInvestment and Construction Inc.

Address:Bykdere Street. Levent LotNo: 201 C Block Floor: 8 LeventIstanbul /Turkey

Field o Activity:The eld o the Companys activityinvolves planning, constructing,outsourcing specic construction,leasing, managing and delegatingthe management o miscellaneoustourism acilities, hotels and realestate investments.

Capital:TL 1,000,000 (the shares held by

Aken REIT total TL 699,990 andare entirely paidin)

Participation Ratio:69.98%

Aken Karaky Real EstateInvestment and Construction Co.was ounded on May 31, 2011. Inaccordance with the conditionalconstruction lease agreemento June 22, 2011 and in line withits objective or oundation, aninvestment is planned or a 5starhotel with 200 rooms on landowned by the General Directorateo Foundations in BeyoluIstanbul

Subsidiary Title:Hotel Development andInvestments BV

Address:P.O. Box 87459 1080 JLAmsterdam Holland

Field o Activity:To develop hotel projects in Russia

Capital:Euro 18,000

Participation Ratio:100%

Sae Sae oAmoun panesip

Saeoles (tL) (%)

Aken REIT Co. Inc. 699,980 69.98AKFEN Real Estate Trade and

Construction Co. Inc 10 0.01Aken Holding Co. Inc. 10 0.01Keskin Real Estate Investments Tourism andTrade Co. Inc. 299,990 29.99Bilal Keskin 10 0.01toal 1,000,000 100


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dEtALS OF thE CONSULtNG FrM, OPErAtOr COMPANY,rEAL EStAtE APPrASAL COMPANY, POrtFOLO MANAGEMENtCOMPANY ANd thE StOrAGE NSttUtON rEGArdNG thEASSEtS ANd rGhtS OF thE PArtNErShP POrtFOLO

From time to time, our Company receives appraisal services rom TSKB RealEstate Appraisal Company and Elite Real Estate Appraisal Company. Cashagainst agreement is paid or related services to the appraisal companyaccording to the nature o the appraisal.

Portolio management money and capital market instruments in the portolio oour Company is carried out by the Companys Finance Manager, the owner othe Capital Market Advanced License No. 202864 dated 08.02.2008 ServetDidem Ko and the Deputy Director General, the owner o the Capital MarketAdvanced License No. 201706 dated 17.04.2006 Hlya Deni Bilecik.


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NFOrMAtON ON thE PErFOrMANCE OFPArtNErShP ShArES

Our Companys shares have been listed on the Istanbul Stock Exchange since May11, 2011. The share price showed a change between TL 1.49 and TL 1.76 in the 3rdquarter o 2012. The net asset value per share was TL 4.35 and the average nalquotation price was TL 1.61 as o 30.09.2012. Aken REIT shares were discountedby 63% by the end o 30.09.2012.

AKFEN rEt ShArE PrCE ChArt (tL)

06.2012 07.2012 08.2012 09.2012 10.2012

2.50M

2.00M

1.50M

1.00M

0.50M

1.82

1.80

1.78

1.75

1.72

1.70

1.68

1.65

1.62

1.60

1.58

1.55

1.52

1.50

1.481.45

1.42


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21

NFOrMAtON ON thE ShArEhOLdErExPENSES

The benefts provided to the Chairman o the Board, members o the Board andother executives such as the General Director and the Deputy General Managerin the three month period ending on September 30, 2012 totaled TL 316,982.

The total benefts provided to the Chairman o the Board, members o the Boardand other executives such as the General Director and the Deputy GeneralManager in the three month period ending on June 30, 2012 amounted to TL304,895. In the relevant period, the Company eectuated a payment o TL2.533,06 to the Central Registry Agency.

General Management expenses or the three month interim between July 1 andSeptember 30, 2012 are given in the table below.

GENErAL MANAGEMENt ExPENSES tL

Personnel expenses 762,817Tax, levy and duty expenses 154,628Outsourced services 179,900Consulting expenses 439,055Travel and representation expenses 134,494

Travel and representation expenses 105,120Amortiation expenses 9,655Advertising expenses 6,750Redemption expenses 1317Other expenses 37,373toal 1,831,109

Sages o developmen annvesmen toals in e relae

Peio

In the third quarter o 2012, ourCompany continued to receivelease income rom the hotels inits portolio; Novotel and Ibis HotelEskisehir, Novotel Trabon, Novoteland Ibis Hotel Gaiantep andNovotel Ibis Hotel Kayseri, Ibis HotelBursa, Ibis Hotel Adana. It will alsoreceive lease income rom MercureHotel Girne, Ibis Hotel Yaroslavl andIbis Hotel Samara.

Domestic Projects

ibs Ht esnyurt Prjct is under

construction. In the related period,TL 2,340,003 was invested.

ibs Ht izr Prjct is underconstruction. In the related period,an amount o TL 1,342,866 wasinvested.

ibs Ht adn Prjct is underconstruction. In the related period,TL 72,648 was invested or thisproject.

Nvt Krky Prjct, in therelated period, a total o TL 634,172was invested or the project IbisHotel Esenboa, in the relatedperiod, a total o TL 146,239 wasinvested

Overseas Projects

In the related period, TL 2,380,428was invested or the Ibis HotelKaliningrad Project.

In the related period, TL 5,529 wasinvested or the Bara Hotel Project.


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COMPLANCE CONtrOL ON POrtFOLOLMtAtONS

UNCONSOLdAtEd (SEPArAtE) FNANCAL StAtEMENtMAN ACCOUNt tEMS rELAtEd rEGULAtON 30 JUNE 2012 31 dECEMBEr 2011

A Cash and capital market instruments Serial: VI. No: 11. Article 27 / (b) 746,736 6,353,062

BInvestment properties, investment propertybased projects,investment propertybased rights Serial: VI. No: 11. Article 27 / (a) 585,887,605 567,292,650

C Participations Serial: VI. No: 11. Article 27 / (b) 477,631,385 463,221,971

Due rom related parties (nontrade) Serial: VI. No: 11. Article 24 / (g)

Other assets 31,276,585 33,679,860

d toal asses Seial: V. No: 11. Aicle 4 / (i) 1,095,542,311 1,070,547,543E Financial liabilities Serial: VI. No: 11. Article 35 173,648,871 160,091,860

F Other nancial liabilities Serial: VI. No: 11. Article 35 3,928,325 5,938,934

G Finance lease liabilities Serial: VI. No: 11. Article 35

h Due to related parties (nontrade) Serial: VI. No: 11. Article 24 / (g)

Shareholders' equity (net asset value) Serial: VI. No: 11. Article 35 917,965,115 904,516,749

Other liabilities

d toal liabiliies an equiy Seial: V. No: 11. Aicle 4 / (i) 1,095,542,311 1,070,547,543

Unconsoliae (sepaae) oe fnancial inomaion relae regulaion 30 June 2012 31 decembe 2011

A1Cash and capital market instruments held or payments oinvestment properties or 3 years Serial: VI. No: 11. Article 27 / (b) 740,156 6,350,151

A2 Time / demand TL / oreign currency Serial: VI. No: 11. Article 27 / (b)

A3 Foreign capital market instruments Serial: VI. No: 11. Article 27 / (c)

B1Foreign investment property, investment propertybasedprojects, investment propertybased rights Serial: VI. No: 11. Article 27 / (c)

B2 Idle lands Serial: VI. No: 11. Article 27 / (d)

C1 Foreign subsidiaries Serial: VI. No: 11. Article 27 / (c) 3,262,113 2,782,856

C2 Participation to the operator company Serial: VI. No: 11. Article 32 / A

J Noncash loans Serial: VI. No: 11. Article 35 466,603,742 537,306,493

K Pledges on land not owned by the Investment Trust whichwillbe used or project developments Serial: VI. No: 11. Article 25 / (n)

Poolio Consains relae regulaion Poolio Consains relaeregulaion

CuenPeio

PeviousPeio

Minimum/Maimum raio

1 Pledges on Land not Owned by the Investment Trustwhich will be Used or Project Developments Serial: VI, No: 11, Article 25 / (n)

0.00% 0.00% 50%

3 Cash and Capital Market Instruments and Participations Serial: VI, No: 11, Article 27 / (b) 43.67% 43.86%


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OthEr MAttErS tO BE SPECFEd BY thE PArtNErShP

The Companys Annual Report 2011was deemed worthy o the SilverPrie at Creativity InternationalAwards, one o the mostprestigious advertising and designcompetitions in the world.

In its meeting dated October31st, 2012, the Board o Directorsaccepted the resignation o Mr.Orhan Gnd rom his positions asGeneral Manager and appointed Mr.Vedat Tural, who had been servingas Deputy General Manager since02.05.2007, as the new GeneralManager o the Company.

A twentyyear Lease Contractconcerning the vestar MercureOtel in Girne, TRNC, which is parto the portolio o the Companyssubsidiary Aken Real Estate Tradeand Construction Co. Inc. completewith its casino and annexes, wassigned by the concerned partieson 15.05.2012, and the hotel washanded over to Voyager Kbrs Ltd.on 01.10.2012.

dEVELOPMENtS AFtEr 30.09.2012


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01.07.2012-30..09.2012 Third Quarter Report

Documents

Transcript of 01.07.2012-30..09.2012 Third Quarter Report