COMPANY

PRESENTATION

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Geographical

Footprint

*Merit Operations

CORE ACTIVITIES

NON-CORE ACTIVITIES

SHAREHOLDER STRUCTURE

EXPERIENCE &KNOW-HOW

EXPANSION INTONORTHERN CYPRUS

BARRIERS TOENTRY

COMPETTION

REGULATORYRISK

EXPANSION INTOTHE BALKANS

TARGETTINGASIA

LAND ANDPROPERTY

EARNINGSREVIEW

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CORPORATE PRESENTATIONAT A GLANCE

CORE ACTIVITIES

Gaming

Merit Casinos - 16,000 m2 gaming area in five casinos in

Northern Cyprus and four casinos in Eastern Europe (Balkans).

The sole casino chain in Northern Cyprus, commanding 40% of

the gaming market with 1,948 slot machines & 196 live game

tables. A further 454 slot machines and 72 live game tables in

the Balkans.

Merit Poker – Leading Texas Holdem Poker Tournament

Operator via an exclusive JV with Bwin. Own brands also

developed: Lebanese Poker Tour (LPT), Russian Poker Tour and

Mediterranean Poker Cup (MPC)

Hotel Management

Merit International Hotels & Resorts – Operating six five-star

hotels in Northern Cyprus - the only company operating as a

chain on the island – and a five-star hotel in Svilengrad,

Bulgaria. 1,091 rooms in Northern Cyprus – nearly 20% of

island capacity – and a further 282 rooms, in Svilengrad which

began operations in June, 2018.

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NON-CORE ACTIVITIES

Real Estate Portfolio

Nearly 900,000 m2 of land and buildings in Turkey and just over

1m m2 in Northern Cyprus, appraised at nearly 942mn USD

(nearly 4,980mn TL), at end-2018 and ready for sale depending

on market conditions.

An additional 10m m2 of land in Turkey’s Bodrum to be

developed via a 19% revenue-sharing agreement with a 3rd party

at zero cost for the Holding.

Luxury Car Rental Services

Inter Limousine established in 1982. Revenues are consolidated

under Tourism.

Publishing

Net Turistik Yayınlar. Established in 1982, the company had a

pioneering role in publishing touristic titles in many languages,

including English, German, French, Spanish, Arabic and Italian.

In 1996, expansion into children’s and young adult books as

well as educational materials and dictionaries. Recent launch of

Net Kitap to publish books for adults who grew up reading

Net’s numerous children’s titles over the years. As of 2018FY,

the company generates positive EBITDA and is consolidated

under Publishing.

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SHAREHOLDING STRUCTURE (as of March, 2019)

Number of Shares Percentage

Net Holding A.Ş. 186,394,508 33.06%

Besim Tibuk 173,515,087 30.77%

Publicly Held Shares 203,966,342 36.17%

Total Outstanding Shares 563,875,937 100%

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EXPERIENCE AND KNOW-HOW

• Net Holding was founded in 1981 and became one of the first companies to be listed on the Istanbul Stock Exchange (now

known as Borsa Istanbul) in 1989.

• Prior to the 1998 casino ban in Turkey, the group operated seventeen hotels and casinos nation-wide.

• Net Holding companies currently operate in 5 countries – Turkey, Northern Cyprus, Montenegro, Croatia, Bulgaria.

• The first of them Merit Cyprus Gardens Hotel & Casino was opened in 1998 and then Merit Crystal Cove Hotel & Casino was

opened in 2000.

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EXPANSION INTO NORTHERN CYPRUS

Initial investment in

Northern Cyprus was in

1998 with the acquisition of

Merit Cyprus Gardens in

Famagosa. 85 villas.

Merit Cyrstal Cove in

Kyrenia in 2000. 349

rooms.

Merit Lefkoşa in 2008. 116

rooms.

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INVESTMENT IN NORTHERN CYPRUS CONTINUES

Merit Park in Kyrenia

2012. 285 rooms.

Merit Royal in Kyrenia

2013. 125 rooms.

Merit Royal Premium in

Kyrenia 2014. 131 rooms.

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INVESTMENT IN NORTHERN CYPRUS CONTINUES

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NORTHERN CYPRUS OPERATIONS

Player numbers continue to grow Growth in international playersRevenue, EBITDA and margin

growth

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34%

37%

38%

40% 40%

30%

32%

34%

36%

38%

40%

42%

0

100

200

300

400

500

600

700

2014 2015 2016 2017 2018

Solid Growth in Margins (mn TRY)

Revenue Ebitda Margin

EXPANSION IN NORTHERN CYPRUS

• Currently a 274-room five-star hotel, namely Merit Royal

Garden, is under construction next door to Merit Royal

Hotel and Casino. Upon completion – slated for 1H20 – a

tunnel will connect the hotel to the flagship casino (Merit

Royal Casino), alleviating room capacity constraints that

have recently intensified. Total cost for the hotel is

estimated at $120m.

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EXPANSION IN NORTHERN CYPRUS CONTINUES

• Successful completion of new wing to Merit Crystal Cove

with the addittion of 69 deluxe suites in 2017. In addition,

the gaming area for Merit Poker Tournaments was

enhanced to 900m2 to accommodate the growing events.

• Flagship Merit Royal Casino gaming area expanded by

30%.

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BARRIERS TO ENTRY

Cost Prohibitive

TRNC Gaming Law enacted Mar 12, 2009 stipulates that gaming must be jointly operated with a minimum 500-bed capacity, five-

star hotel or resort.

Suitable land on the island is hard to come by…

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COMPETITION

A consortium in Cyprus (ICR) was recently awarded a 30-year license to build and operate an integrated casino resort in the south-

western city of Limassol for 550mn Euro.

Expected to be operational in 2021, the casino, named City of Dreams Mediterranean, is expected to attract 300,000 tourists

annually, according to the web site. Asian casino developer Melco Resorts and Entertainment Ltd. is a 70.74% stakeholder in the

consortium with local partner CNS Group owning the remaining stake.

A temporary casino, C2, began operations in Limassol in June 2018 and will operate until completion of City of Dreams

Mediterranean.

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COMPETITION

Creating Synergies

Rather than viewing the casino as a threat, we welcome the move as it:

• Will help promote the island as a tourist destination, especially among Asian players.

• Larnaca International Airport is 89km south of the flagship Merit Royal Hotel & Casino – a short, hour-and-a-half drive.

• Asian players are known to visit multiple casinos during visits.

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REGULATORY RISK

Regulatory Risk

Licenses are renewed yearly.

With tourism1 accounting for 20% of the island’s near $4bn GDP, the likelihood of a gaming license being revoked is low. Further,

tourism accounts for nearly 15% of the island’s 118,000 employed.

1Prime Ministry State Planning Organization Dec 2017.

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EXPANSION INTO THE BALKANS

Flexible, low capex model

Currently operating four casinos and one hotel in Eastern Europe

Montenegro - In Podgorica

Merit Montenegro

Casino began operations

in April 2016 and in Budva.

Montenegro - In Splendid

Merit Royal Splendid

Casino began operations

in May 2016.

Croatia – In Dubrovnik,

Merit Casino Libertas

began operations in

December 2016.

Bulgaria – Merit Grand

Mosta Hotel & Casino in

Svilengrad. Operational

since August 2018

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EXPANSION INTO THE BALKANS

Capex is capped at $5m per new initiative. Casino area is leased in a hotel that is equivalent to Merit standards for a 10 year term

(renewable in 5 years), fitted with a 6-month rent penalty exit option in the event the initiative fails to deliver positive EBITDA in two

years.

Skopje, Macedonia – Merit Casino

is planned for 3Q19 opening

Odessa, Ukraine is currently under

consideration subject to enactment of new

gaming legislation

Tirana, Albania – Merit Casino is planned for

1H19 opening pending enactment of new

gaming legislation

Planned Openings

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TARGETING ASIA

• Promotion agreement signed with SunCity VIP junket operator – one of the biggest VIP junket operators in Macau.

• Similarily, a promotion agreement signed with JingCity junket operator.

• Target to enlist to two more junket operators in 2019.

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REAL ESTATE PORTFOLIO

M2 2018 FY Appraisal Value USD

Turkey Land+Buildings 858,316 54,935,705

Cyprus Land+Buildings 1,060,733 886,938,526

TOTAL 1,919,049 941,874,231

*Not including land in Bodrum

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2018 FY EARNINGS REVIEW

TL(’000s) 2018 FY 2017 FY YoY Grw

Sales 767,114 651,870 17.7%

EBITDA 307,135 223,993 37.1%

$(’000s) 2018 FY 2017 FY YoY Grw

Sales 145,265 172,823 -15.9%

EBITDA 58,158 59,385 -2.1%

30%

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0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

Sales EBITDA

YoY Growth in TL

2017 FY 2018 FY

17.7 %

37.1 %

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

Sales EBITDA

YoY Growth in $

2017 FY 2018 FY

-2.1%

-15.9%

BREAKDOWN of REVENUE

Live Games74%

Slot Machines26%

Revenue by Segment

Live Games Slot Machines

32%20%

54%

68%

84%

68%80%

46%

32%

16%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Cyprus Gardens Lefkoşa Park Crystal Cove Royal

Casino Revenue Breakdown

Live Games Slot Machines

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EBITDA BREAKDOWN by REGION

$ (‘000s) 2018 2017 YoY Grw

N Cyprus 50,083 60,513 -17.2%

Balkans 7,819 8,543 -8.7%

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BALANCE SHEET (TL ‘000’s)

ASSETS 2018 FY 2017 FY ASSETS 2018 FY 2017 FY

CURRENT ASSETS NON-CURRENT ASSETS

Cash and Cash Equivalents 291,565 283,008 Financial Investments 69,719 72,667

Financial Investments 33,214 12,123 Other Receivables 6,355 5,250

Trade Receivables 275,348 256,490 Investments Evaluated by Equity Pick-up Method 120,472 86,627

- Due from related parties 89,560 107,045 Investment Properties 1,409,943 903,743

- Due from other parties 185,788 149,445 Tangible Fixed Assets 3,842,032 2,633,829

From Finance Sector 6,085 5,159 Intangible Fixed Assets 3,233 3,034

Other Receivables 6,763 5,028 Prepaid Expenses 48,412 31,850

Inventories 34,103 31,461 Deferred Tax Assets 32,777 20,402

Prepaid Expenses 19,546 15,897 Other Non-Current Assets 10,372 10,748

Assets Relevant to Current Period Taxes 25,126 8,995

Other Current Assets 16,870 16,276

TOTAL CURRENT ASSETS 708,620 634,438 TOTAL NON - CURRENT ASSETS 5,543,316 3,768,150

TOTAL ASSETS 6,251,936 4,402,589

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BALANCE SHEET (TL ‘000’s)

LIABILITIES 2018 FY 2017 FY EQUITIES 2018 FY 2017 FY

CURRENT LIABILITIES PARENT COMPANY’S EQUITY

Financial Borrowings 17,425 13,118 Paid in Capital 563,876 563,876

Current Installment of Long Term Financial Borrowings 313,018 272,129 Treasury Shares -433,231 -378,393

Trade Payables 108,012 87,297 Share Premiums -53,710 -53,710

- Due from related parties 140 144 Restricted Reserves 464,221 394,828

- Due from other parties 107,872 87,153 Retained Earnings or Losses 367,925 362,666

Other Payables 49,688 32,231 Other Equities 2,772,313 1,660,260

Deferred Income 16,079 15,423 NET INCOME 259,860 312,144

Current Tax Liabilities 18,228 7,919 TOTAL PARENT COMPANY’S EQUITIES 3,941,253 2,861,670

Current Provisions 3,291 2,744 MINORITY INTERESTS 53,893 22,434

TOTAL CURRENT LIABILITIES 525,741 403,860 TOTAL EQUITIES 3,995,147 2,884,104

NON-CURRENT LIABILITIES

Financial Borrowings 768,391 489,382

Trade Payables 141 1,233

Other Payables 792 678

Deferred Income 0 198

Non-Current Provisions 5,384 3,277

Deferred Tax Liabilities 956,340 592,857

TOTAL NON-CURRENT LIABILITIES 1,731,049 1,087,625

TOTAL CURRENT & NON-CURRENT LIABILITIES 2,256,789 1,518,485

TOTAL LIABILITIES 6,251,936 4,402,58926

INCOME STATEMENT(TL ‘000’s)

OPERATING ACTIVITIES 2018 FY 2017 FY 2018 FY 2017 FY

Sales 767,144 651,870 OPERATING ACTIVITY TAX EXPENSE -107,419 -97,696

- Hotel 364,210 314,791 - Current Tax Expense -18,228 -7,919

- Casino 379,661 319,316 - Deferred Tax Expense) -89,191 -89,778

- Other 23,273 17,763 PROFIT / (LOSS) FOR THE PERIOD 272,181 315,112

Cost of Sales -505,226 -399,835 DISCONTINUED OPERATIONS PROFIT / (LOSS) -608 -507

- Hotel -190,685 -150,722 PROFIT / (LOSS) FOR THE PERIOD 271,573 314,605

- Casino -225,527 -176,431 Minority Interests 11,713 2,461

- Other -89,014 -72,682 Parent Company’s Share 259,860 312,144

GROSS PROFIT 261,919 252,035

- General Administrative Expenses -134,556 -110,204

- Marketing Expenses -28,004 -26,919

- Other Operating Income 147,041 34,269

- Other Operating Expenses -41,286 -10,389

OPERATING PROFIT 205,114 138,792

Net Investment Activities Income 427,747 383,703

OPERATING PROFIT BEFORE FINANCIAL EXPENSES 632,861 522,496

Financial Income 234,990 42,724

Financial Expenses -488,251 -152,411

OPERATING PROFIT / (LOSS) BEFORE TAXATION 379,600 412,808

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CASH FLOW (TL ‘000s) 2018 FY 2017 FY

Cash Flow from Operations 139,310 219,253

Cash Flow from Investment -248,702 -201,959

Cash Flow from Finance Sector 57,011 -69,367

Currency Effect Adjustments 60,937 13,502

Net Increase/Decrease of Cash & Cash Equivalents 8,557 -38,570

Cash & Cash Equivalents at Beginning of Period 283,009 321,579

Cash & Cash Equivalents and End of Period 291,565 283,009

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DEBT DYNAMICS (TL ‘000s) 2018 FY 2017 FY

SHORT TERM FINANCIAL BORROWINGS 330,443 285,247

- Financial Borrowings with Turkish Lira 17,380 11,547

- Financial Borrowings with Foreign Currency 45 1,571

- Current Installment of Long Term Financial Borrowings with TL 4,114 3,787

- Current Installement of Long Term Financial Borrowings with Foreign Currency 168,310 107,444

- Financial Leasing 403 -

- Bonds Issued 140,191 160,898

LONG TERM FINANCIAL BORROWINGS 768,391 489,382

- Financial Borrowings with Turkish Lira 3,311 5,881

- Financial Borrowings with Foreign Currency 764,828 378,486

- Financial Leasing 251,439 -

- Bonds Issued - 105,015

TOTAL FINANCIAL BORROWINGS 1,098,834 774,629

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MATURITY BREAKDOWN (TL ‘000s) 2018 FY 2017 FY

Due within 1 yr 330,443 285,247

Due within 1-2 yrs 246,468 196,494

Due within 2-3 yrs 185,655 135,020

Due within 3-4 yrs 109,505 83,080

Due within 4-5 yrs 90,738 31,731

Due within 5-6 yrs 100,390 28,565

Due within 6-7 yrs 35,634 14,491

TOTAL FINANCIAL BORROWINGS 1,098,834 774,630

• On November 28, 2018, Fitch affirmed Net Holding’s Long-Term Default Rating at ‘B’ with a Stable Outlook.

• The Issuer Defulat Rating (IDB) reflects Net Holding’s “Sustainable Bussiness Model (which) has shown resilient performance in

recent years, particularly in 2018 against a sharp depreciation of the Turkish Lira following major geopolitical events”.

• “Revenue (expected) to continue growing, due to the opening of new casinos in the Balkans and for EBITDA margins to stabilise

at around 32%”.

• “Deleveraging Capacity: expected improvement of FCF generation will improve leverage metrics in the next four years due to the

slowdown in investments”.

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• On November 1, 2018, JCR affirmed the Long Term International Foreign and Local Curency Ratings as ‘BBB-‘ the same as that of

the sovereign ratings of the Republic of Turkey and TRNC. The Long-Term National Ratings were affirmed as ‘A (Trk)’ – denoting

a high-level investment grade.

• Outlook on the Long and Short-term National Ratings has been affirmed as ‘Positive’. The outlook of the company on the Long

and Short-term International Foreign and Local Currnecy Ratings have been downgraded to ‘Negative’ from ‘Stable’.

• Changes that can lead to upgrades include further improvement in internal equity generation capacity, reduction of cyclicality in

revenues throughout the year, rise in the contribution to EBITDA from non-TRNC operations along with progress in Turkey’s

current macro-economic indicators.

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AML

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• AML Policies and Procedures are in place and strictly adhered to. Documentation available for review upon request.

• Net Holding complies with relevant EU anti-Money laundering and counter terrorist financing legislation in the EU countries in

which it operates, including, at this time, Croatia. The AML Policy is informed by the the Fourth Anti-Money Laundering Directive

(4MLD), as implemented in Croatia by the Anti-Money Laundering and Terrorist Financing Act (AMLTF Law).

• Net Holding has in place:

• an up to date risk assesment that identifies ans assesses the risks of money launderinf and terrorist financing, taking into account risk factors;

• Effective due diligence processes to assess prospective customers;

• Monitoring controls to detect unusual customer transaction and behaviour;

• Procedures for reporting and record keeping

• Training for relevant personnel.

DISCLAIMER

This presentation contains forward-looking statements about Net Holding A.S. and its respective subsidiaries and businesses. These include,

without limitation, those concerning the strategy of an integrated group, future growth potential of markets and products, profitability in

specific areas, the future product portfolio, development of and competition in economies and markets of the Group.

These forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of Net

Holding’s control, are difficult to predict and may cause actual results to differ significantly from any future results expressed or implied in the

forward-looking statements on this presentation.

While Net Holding believes that the assumptions made and the expectations reflected on this presentation are reasonable, no assurance can

be given that such assumptions or expectations will prove to have been correct and no guarantee of whatever nature is assumed in this

respect. The uncertainties include, inter alia, the risk of a change in general economic conditions and government and regulatory actions.

These known, unknown and uncertain factors are not exhaustive, and other factors, whether known, unknown or unpredictable, could cause

the Group’s actual results or ratings to differ materially from those assumed hereinafter. Net Holding A.S. undertakes no obligation to update

or revise the forward-looking statements on this presentation whether as a result of new information, future events or otherwise.

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