La prevalencia de los derechos fundamentales de los niños y la

Legal reserves consist of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions, however holding companies are not subject to this application. Legal reserves, if less than 50% of the paid-in capital, can only be used to net-off the losses.

Publicly held companies distribute dividends based on the CMB regulations explained below:

Based on Section 15, Article 399 of the CMB’s Communiqué No: XI/25, the amount of ‘accumulated losses’ arising from the initial application of the inflation accounting, should be taken into account as a deduction when determining the distributable profit. ‘Accumulated losses’ should be offset against the following components of shareholders’ equity; current year income, if applicable, unappropriated prior year’s income, and remaining losses from the incremental effect of the inflation adjustment to extraordinary reserves, legal reserves and share capital, respectively.

In accordance with the Communiqué No: XI/25, companies are required to distribute at least 20% of their distributable profit arising from the 2006’s activity, which is calculated based on the financial statements prepared in accordance with IFRS. Based on the decision of the General Assembly, the distribution of a minimum of 20% of the distributable profit can be made as in cash or as in bonus share or as in a combination of a certain percentage of cash and bonus shares. However, if the first dividend amount is less than 5% of paid capital, the related amount could be retained without appropriating within the Group. The profit amount included in calculation of net distributable profit in the consolidated financial statements which is also included in the financial statements of subsidiaries, joint ventures and shareholdings, are not recognized.

Under the CMB’s Communiqué No: XI/25 and Communiqué No: XI/21, if subsidiaries, joint ventures and associates that are included in consolidation have the decision of share distribution in their board meetings, provided that the profit attributable to the parent company which is accounted in the consolidated financial statements is considered as the maximum amount within the context of financial statements prepared in accordance with the recent adjustments relating to such entities, profit amount from the related companies transferred to the parent company is taken into consideration in the parent company’s distributable profit depending on the decision of the General Assembly. Additionally, in accordance with the CMB’s decision numbered 7/242 on 25 February, 2005; if the amount of net distributable profit based on the CMB’s requirement regarding the minimum profit distribution arrangements which is computed over the net profit determined according to the CMB’s regulations does not exceed net distributable profit in the statutory accounts, the whole amount should be distributed. On the contrary, the amount of net distributable profit based on the CMB’s requirement regarding the minimum profit distribution arrangements which is computed over the net profit determined according to the CMB’s regulations exceeds net distributable profit in the statutory accounts; distributable amount is limited with the figures in the statutory accounts. There is no requirement for profit distribution either financial statement prepared in compliance with the CMB or statutory accounts contain net loss for the period.

Pursuant to the profit distribution policy decision of May 25, 2007, of the TAV Airports Holding Inc. Board of Directors, in the General Assembly held on May 28, 2007, as mentioned above, it has been decided to distribute as shares, minimum 20% of the “net distributable period profit” calculated taking into account the financial tables that are compliant with the IFRS prepared in compliance with the Capital Market Board regulations, either in cash or by adding the amount to the capital, depending on the decision to be made by the General Assembly. One of the basic objectives of the Company is to sustain the mentioned profit distribution policy, excluding the investments and the other fund requirements of the Company or the participations and the affiliates, for the long term growths or the special cases due to extraordinary developments in economic conditions, as the company has a net term loss as of the end of the 2006 accounting year, the General Assembly has decided not to distribute any

(Amounts expressed in Euro unless otherwise stated)

(Amounts expressed in Euro unless otherwise stated)

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25. SHARE CAPITAL AND LEGAL RESERVES (cont’d)

Under the terms of the Share Sale and Purchase Agreements (“SSPA”) of each shareholders there are various rights and conditions:

A. IDB SSPA

Put Option

In the event that an IPO does not take place prior to the 15th of March 2007 other than as a result of unfavorable market conditions (to be determined by mutual agreement of IDB and the Sellers or, in the absence of agreement, by an investment bank engaged by the Sellers and IDB jointly), IDB may on not less than 10 Business Days prior written notice require the Sellers to buy the shares owned by IDB in the Company from IDB at the pre-agreed exit price specified in IDB SSPA. No collateral has been given to IDB for its Put Option right. IPO was launched on 23 February 2007 and this put option is no longer valid.