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1 Copyright © 2017 Global Ports Holding STRICTLY CONFIDENTIAL

J a n u a r y | 2 0 1 7

Copyright © 2017 Global Ports Holding

GPH: Leading Cruise Port Operator with Excellent Growth Opportunities

2 Copyright © 2017 Global Ports Holding STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL

Infrastructure with Excellent Growth Potential How our business as a provider of essential infrastructure is best positioned to capture the industry’s supportive dynamics

11

Efficient Network Operations to Drive Organic Growth How we are optimising our existing platform 19

Significant Opportunities to Grow Through Acquisitions How we are growing our platform 29

Resilient Financial Profile How our business translates into a compelling financial profile 34

Global Ports Holding: Overview and Strategy Who we are, and what and how we are striving to achieve

3

Agenda

Conclusion and Q&A 39

Appendix

GPH: Leading Cruise Port Operator

with Excellent Growth Opportunities


Highly Profitable Infrastructure Business with Excellent Growth

Opportunities

Global Ports Holding: Overview and Strategy

Superior Growth Profile

14% Revenue CAGR1

Strong Profitability

69% EBITDA Margin2

Visible and Resilient

Cash Flow Generation

105% Occupancy Rate3

High Cash Conversion

89% Cash Conversion4

Notes: 1. Calculated based on revenue growth between 2014 and LTM 9M 2016. 2 Calculated based on LTM 9M 2016 numbers. 3. Historical average occupancy rates of Carnival and Royal Caribbean cruiseliners between 2001 and

2015. 4. Cash conversion calculated as (EBITDA-Capex) / EBITDA; Capex excluding acquisitions.

Growth

Resilience

Sole cruise

port

consolidator

Preferred partner to all

stakeholders

Highly supportive industry dynamics

Ongoing network optimisation

Compelling retail/ancillary services potential

Entrenched essential infrastructure provider

Attractive concession framework

Robust commercial operations

Unique Acquisition

Opportunities in a

Fragmented Industry

Organic Growth

thanks to Port

Network

Resilient

Infrastructure

Characteristics


Livorno3: Ongoing tender: GPH‟s letter was submitted

and accepted in 2016.

World's largest independent cruise port operator1

Dominant Position in the Mediterranean Cruise Port Landscape

Ports: Location Overview

CROATIA (1)

MONTENEGRO (1)

TURKEY (3)

Singapore

Singapore

MALTA (1)

GPH Cruise Ports

- International Cruise Port Operator:

- 8 countries, 14 locations

- Recently added: Venice, Ravenna, Catania, Cagliari and Brindisi

- Dubrovnik to be added in 2017

- Strategic intention to grow in the Caribbean and Asia (first foothold in Singapore)

- Commercial Port Operator in Montenegro and Turkey

- Ownership Structure;

- 89.2% owned by Global Investment Holdings (GIH)

- EBRD acquired the remaining 10.8% shares in September 20152

Key Characteristics

Source: Company Information.

Notes: 1. Based on 2015 annual passenger numbers and number of ports operated. 2. Represents the signing date. 3. Tender bidder has not been announced. Announcement of the winner is expected by March 2017.


SPAIN (2)

PORTUGAL (1)

ITALY (4)

GPH Commercial Ports

Barcelona

Malaga

Lisbon

Venice

Ravenna

Catania

Valletta

Dubrovnik

Kusadasi

Bodrum Antalya

Cagliari

Country (number of ports)

Brindisi

Livorno3

Bar

2 out of Top 5 Mediterranean Cruise Ports (2015 Pax, ‟000s)

2,540

2,272

1,582

1,451

1,270

Barcelona

Civitavecchia

Venice

Marseille

Naples

GPH Cruise Ports


The preferred partner for all stakeholders


Preferred Partner

for Cruise Lines

Augmented Passenger Experience

Continuous passenger research

A professional counterpart

Operational excellence

Solution oriented approach

Innovation & investment in infrastructure

modernisation

Owning the experience in city

Making ports „a point of interest‟

Replicating best-in-class airport experiences

b2b b2c

Cooperative Partner to

Governments

Generating value for destinations

b2g

Sizeable port network with critical mass

Track record as a dependable and

professional partner


Building a truly global network of branded cruise ports


- Mediterranean Focused

- Portfolio of Ports

- Emerging Brand

- Truly Global

- Network of Ports

- Global Brand

Today Vision


High margin infrastructure business with excellent growth opportunities


Infrastructure with Excellent Growth

Potential

Resilient Financial Profile

Efficient Network Operations to Drive

Organic Growth

Significant Opportunities to Grow Through Acquisitions


27

47 53

64

5862

91

105115

2014 2015 LTM 9M 2016

1.7

4.1

4.6

2014 2015 LTM 9M 2016

CAGR

Resilient financial profile with high margins and strong

cash conversion


Source: Company Information. Notes: 1. Passenger numbers include Lisbon and Singapore Pax fully, but exclude Pax from recent acquisition Venice (annual passengers for year ending May 2016: 1.7m). 2. EBITDA calculated as operating profit plus depreciation and

amortization, excluding GPH HoldCo expenses. 3. Cash conversion calculated as (EBITDA-Capex) / EBITDA; Capex excluding acquisitions. 4. LTM 9M 2016 calculated as actual 9M 2016 plus actual full year 2015 numbers minus actual 9M 2015 numbers.

Revenue Development (US$m)

Cash Conversion3 Development (%) Segmental EBITDA2 Development (US$m)

Passenger Growth1 (m)

80% 87% 89%

2014 2015 LTM 9M 2016Cruise Commercial

Cruise Commercial

4

4

4

2034 36

42

40 44

62

74 79

2014 2015 LTM 9M 2016

68% 70% 69% Segmental

EBITDA2

Margin

4

(2%)

47%

CAGR

3%

38%

4


Has 20 years of C-Level experience in global businesses

Managed the consumer business at Turkcell, business development at Vimpelcom Group, marketing at Microsoft Turkey and brand experience at Verizon

Holds a postgraduate degree in Systems Engineering at Rutgers and Princeton Universities

Emre Sayın

CEO

Appointed Chief Financial Officer of Global Ports Holding in 2010

Former CFO of Kuşadası Cruise Port, Bodrum Cruise Port and Port Akdeniz – Antalya.

Worked for Teba Group, Arthur Andersen and Ernst and Young

Holds a BSc degree in Economics from Dokuz Eylül University

Ferdağ Ildır

CFO

Recently appointed as CBDO in 2016

Previously held Deputy CEO role at Global

Ports Holding between 2010 and 2016

Former VP of Business Development at Global Investment Holdings

Serves on the Board with significant industry experience

Holds an MBA degree with a concentration in Finance from United States International University-San Diego, California

Arpak Demircan

CBDO

Appointed as COO of Global Ports Holding in August 2016

Over 20 years senior management experience, 14 of which in the cruise industry

Served as CEO and CFO of Valletta Cruise Port

Experience in the audit and financial advisory sectors as well as in the retail, property and hospitality industries

Fellow of the Chartered Institute of Accountants and a Henley MBA graduate

Stephen Xuereb

COO

Appointed Director of Cruise Marketing at Global Ports Holding in 2016, 15 years of experience in the Cruise Industry

Joined Barcelona Port Authority in 2006 as Cruise Manager, in 2010 was appointed as Marketing & Cruise Director

Holds a BSc degree in Economics and Business Sciences from Pompeu Fabra University, completed the PMD at ESADE and attended the Value Innovation Program at INSEAD

Carla Salvado Director of Cruise

Marketing

Serves as Head of Corporate Finance at Global Securities, part of GIH, and advisor to the GPH Board

Previously led the Structured Finance activities of Fresenius VAMED Germany and held various positions at IEG in Berlin, Barclays Capital Investment Banking Division and Deutsche Bahn

Holds Master‟s degree from ESCP Europe

Jan Fomferra Head of

Corporate Finance

GPH Senior Management: The right mix of professional

experience with extensive international track record


Founding Shareholder, Chairman and Chief Executive Officer of Global Investment Holdings Group

Actively involved in business development at the Company level and serves on the boards of several GIH subsidiaries and affiliates

Prior to founding the company in 1990, he held an executive position at Net Holding, a Turkish group investing in tourism and real estate

Holds a BA (Hons.) from Boğaziçi University and an MBA from the University of Texas

Mehmet Kutman

Chairman



11





3

Agenda


Appendix




Serving an attractive US$40bn1 growth industry

Infrastructure with Excellent Growth Potential

Large, resilient industry with attractive

growth profile

• Worldwide cruise market size of c. $40bn1

• Over 22m cruise passengers carried

worldwide of which 6.6m cruise passengers

carried in Europe

• 315 vessels worldwide as of 2016

• Average market capacity per vessel per

annum: 73,546 (2015 Pax)

• Resilient market demand growth trajectory of

4.7% in 2007-2015

• Relatively stable passenger numbers during

the 2007-2008 crisis

Trend: Larger cruise vessels in quest for

lower unit costs

• Massification

Cruise ships are getting larger and larger with

increasing overall capacity as well as

price/pax between 2000-2015

• Market Capacity Growth (2000-2015): 61%

• Price Growth (2000-2015): 215%

• Concentration

Top 4 corporations control 85% of the market

based on capacity

• Carnival Corporation(44%), Royal

Caribbean Cruises(25%), Norwegian

Cruise Line(9%) and MSC Cruises(7%)

Fundamentally supply-driven

Annual passenger growth shows strong

consumer interest in cruising

Demand outstripping supply: Newly built ships

and added capacity can be filled continually

Following push strategy

Demand in the cruise business created through;

• Pricing

• Branding

• Segmenting

1

2

Massification & Concentration Unique Characteristics Large and Resilient Industry

Source: Cruise Industry News 2016–2017 State of the Industry Annual Report; and Cruise Market Watch 2015.

Note: 1. Excluding side industries such as shipbuilding, retail, etc.


0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

0.0 20.0 40.0 60.0 80.0 100.0 120.0

Cru

ise P

enetr

ation (

%)

GDP/Capita ('000 US$)

Source: EIU, Econstats, Cruise Industry News 2016-2017 State of the Industry Annual Report, World Bank Indicators, CLIA, ECC, ICCA. 1. Bubble size indicates population size. Cruise Penetration = Cruise Pax / Population.

Robust growth yet still low market penetration


Cruise Market Development: Passengers (m) Cruise Penetration (Cruise Pax / Population) vs. GDP/Capita1 2015

CAGR 2007-2015

Global 4.7%

Europe 7.4%

Strong Expansion in the Past Expected to

Continue in the Future

Low Penetration Suggests Significant

Headroom for Growth

Cruise Penetration in Asia at around

0.1%

15.5 16.2

16.9 17.8

19.7 19.3 20.4

21.4 22.2

26.0

29.6

31.2 31.7 31.8

3.7 4.5 5.0 5.2

6.1 5.9 6.2 6.4 6.6

2007 2008 2009 2010 2011 2012 2013 2014 2015 2017E 2019E 2020E 2021E 2022E

Global Europe


High visibility of capacity and industry expansion


Source: Seatrade Insider, Cruise Industry News 2016-2017 State of the Industry Annual Report, Industry data, EIU, CLIA UK & Ireland, CLIA Europe, Cruise Market Watch 2015, Association of Mediterranean Cruise Ports, Wall Street research. 1. Excludes order book vessels not yet assigned to a region.

Global Order Book Total Ship Capacity „000 PAX European Order Book Total Ship Capacity „000 PAX

Highly Visible Industry Expansion… …with GPH‟s Core Markets Set to be Prime

Beneficiaries

31.4% 33.8% 33.3% 34.8% 35.6% 34.6%

xx European capacity as % of global capacity being deployed1

• New vessel

deployment

highlights continued

industry growth…

• …and increased

demand for cruise

port capacity

497

2016E 2017E 2018E 2019E 2020E 2021E 2022E Total

Capacity

497

156

0.0

21.6

7.0

23.6

15.3

4.1

71.6

2016E 2017E 2018E 2019E 2020E 2021E 2022E Total

Capacity

156

34.1% 34.1%

315 ships

329 ships

342 ships

355 ships

363 ships

9.4

28.6

28.8

43.9

30.2

30.2

366 ships

367 ships

171.1


Highly resilient key revenue driver: vessel occupancy stable

through the cycle


Cruiseliners typically fill their ships, so port operators benefit from the full capacity

Carnival and Royal Caribbean Occupancy (2001 – 2017E) Carnival and Royal Caribbean Ticket Price Development

(per APCD1, 2003 – 2017E)

Robust Occupancy Rates… …Supported by Flexible Ticket Pricing

(20%)

(10%)

0%

10%

20%

30%

40%

2003 2007 2011 2015

CCL RCL

0%

20%

40%

60%

80%

100%

120%

2001 2005 2009 2013 2017E

CCL RCL

• Passenger

numbers are a key

driver of cruise port

revenues

• Cruise lines are

strongly focused on

maximising vessel

occupancy and

adjust prices

accordingly

Average 2015-2017E: 105.0%

Flexible ticket pricing supports

robust occupancy rates

Historical Average: 104.8%

Source: Seatrade Insider, Cruise Industry News 2016-2017 State of the Industry Annual Report, Industry data, EIU, CLIA UK & Ireland, CLIA Europe, Cruise Market Watch 2015, Association of Mediterranean Cruise Ports, Wall Street research. 1. Available Passenger Cruise Days = Double Occupancy per Cabin * the Number of Cruise Days.

MSCI World Index

Impact of Global

Economic Crisis

European Debt Crisis

Costa Concordia Disaster

Dotcom Bubble Burst


GPH: Strong infrastructure characteristics


Source: Company information. Notes: 1. Almost fully pre-paid (minor per-pax fee due); 2. Recently obtained approval for a 10% tariff increase in 2015, 20% tariff increase for 2016; 3. Tariff change subject to relevant authorities‟ approval; 4. Initial court decided in favour of Bodrum Port case to extend the concession until 2056 (currently 2019). The appeal is pending before the Supreme Court; 5. The concession can be extended for 5+5 years by mutual agreement of parties; 6. Council of State reversed a lower court‟s judgement in a case to extend the concession until 2052 (currently 2033). It is expected that the lower court will decide in favour of Ege Liman in a new decision; 7. Council of State is expected to reverse a lower court‟s judgement in a case to extend the concession until 2047 (currently 2028) – in line with decision in favour of Ege Ports. It is expected that the lower court will decide in favour of Ortadogu Antalya in a new decision. 8. Extension based on Spanish concession law. Concession dates refer to major concession representing 94% and 98% of total traffic for Barcelona and Malaga, respectively, in 2015

Solid, Long-dated and Commercially Supportive

Concession Framework High Barriers for New Entrants

Cagliari

Catania

Ravenna

Venice

Dubrovnik

Valletta

Adria-Bar

Malaga

Singapore

Lisbon

Barcelona

Ege

Bodrum

Antalya

No Future Capex

Obligation?

Pre-Paid

Concession? Tariff Discretion?

Concession

Expiry

2028

2049 1 2

2043 3

Port

2038 (Levante)

2033 (Adossat)

2019

2033

2067

2056 3

2024 3

2027

2020

2026

2022

Cruise Ports Mainly Commercial Port with Some Minor Cruise Activities

Competitive edge for concession renewal based on regulatory protection for incumbents

Coastal development limits construction of new ports

High investment requirements and long construction lead times

Long license and regulatory approval processes for new entrants

Strategic geographic locations in Europe already locked in by GPH

Material financial and scale advantage as sole consolidator in cruise ports

3

3

3

Concession

Extension

20477

20526

20564

2053 (Adossat)

2033 5

-

-

-

-

2060

-

-

-

8

2058 (Levante)

8


GPH: A well diversified business


Diversification by Type

2 Commercial Ports1

Specialising in container, bulk and

general cargo handling

14 Cruise Ports1

Serving cruise liners, ferries,

yachts and mega-yachts


1. Port Akdeniz-Antalya and Port of Adria-Bar, while predominantly a commercial port, also have cruise operations. 2. EBITDA calculated as

operating profit plus depreciation and amortization. 3. LTM 9M 2016 calculated as actual 9M 2016 plus actual full year 2015 numbers minus

actual 9M 2015 numbers. 4. Share of full TEU unloaded (imports).

Cruise Ports' Revenue Share by Countries

Commercial Ports' Revenue Share by Countries

Turkey30%

EU70%

Only 12.4% of Turkish volumes relate to Turkish GDP 4

Cru

ise

Po

rts

C

om

me

rcia

l P

ort

s

EBITDA Margin2

68%

Revenue (LTM 9M ‟163)

% of total

EBITDA (LTM 9M ‟163)

% of total

US$53m US$36m

45%46%

EBITDA Margin2

71%

Revenue (LTM 9M ‟163)

% of total

EBITDA (LTM 9M ‟163)

% of total

US$62m US$44m

55%54%Turkey86%

Montenegro14%

Total Revenue

(LTM 9M20163)

US$62m

Total Revenue

(LTM 9M20163)

US$53m


GPH: Strategically located commercial ports with captive hinterland


Po

rt o

f A

kd

en

iz

(Tu

rke

y)

• Strategically located on the Southern coast of

Turkey with lack of direct competition

• High speed rail link to significantly expand

catchment area

• Akdeniz is currently focused on diversifying its

cargo base, increasing imports share by 5%

• Located within a Free Zone regime with

significant benefits

• Important link for regional intermodal transport to

inland capitals

• Benefits from local steel, aluminium exports and

automotive manufacturing

Po

rt o

f A

dri

a-B

ar

(Mo

nte

ne

gro

)

Cargo Mix (by Volume) / LTM 9M 20163

Cargo Mix (by Volume) / LTM 9M 20163

Containers66%

Cement14%

Coal11%

Woodchips2%

Aluminium1%

Barite1%

Other6%

Containers82%

Steel Coils5%

Cement1%

Aluminium7% Other

4%

Why Robust?

Source: Company information.

1. Point to point distance on land; 2. Over 200 marble mines are operating in the hinterland. 3. LTM 9M 2016 calculated as actual 9M 2016 plus actual full year 2015 numbers minus actual 9M 2015 numbers.

Strategically Located Commercial Port Operations

Strategic Location

Export Business in Turkey

Attractive Hinterlands

Hard Currency Price but Local Costs



11




Agenda


Appendix


3




Cruise Port Operations: Compelling Business Model with

Attractive Revenue Streams

Efficient Network Operations to Drive Organic Growth

Home Port

Port of Call

Home Port

Cruise Liners

Customers Revenue Sources

Ferry / Yachts

Terminal Revenues (based on number of passengers)

Marine Services

(Pilotage, towage, mooring, sheltering, security, etc)

Ancillary Service Revenues

Individual passengers and crew

Retailers

Duty Free Operator

Retail Revenues (revenue sharing agreement between Port and

duty-free operator Setur at Turkish ports)

• Cruise ports mainly extract revenue from liners by charging landing fees, linked to the number of passengers

• Port costs do not represent significant cost item for cruise liners, so there is typically demand elasticity with respect to changes in tariffs

• Homeports have attractive incremental revenue opportunities such as luggage handling, etc.

Port of Call Port of Call

Re

ve

nu

e D

rive

rs


Operational Excellence: Optimizing the portfolio and driving

organic growth


Sharing Best Practice

Building Economies of Scale

Creating Network Synergies

Developing Ancillary Revenues


Best practice codifying and sharing: Implementing industry-leading

standards throughout the network


GPH Codes and Policies Book

The GPH codes and policies book is an initiative to set standards and develop an optimum model to operate Global Ports

• Strategy, Business and Financial Planning

• Financial and Operational Reporting Guidelines

• Internal Control Systems, Accounting

• Personnel and Payroll, Travel and Entertainment

• Centralized Procurement Guidelines

• Standard Operating Procedures

• GPH Security Code

• Contingency Plan

• Waste Management Plan, Response Plan

• Supply Services (Water, Fiberoptic etc.)

• Career Management

• Transfer & Promotion

• End of Employment Process, Working Standards

• Compensation & Talent Management

• Environment, Health & Safety Standards

• Positioning strategy / identification of brand attributes,

• Promotional activities

• Communication and Commercial action plans,

• PR & Stakeholders relationship guidelines

• Information provision schedule

Finance, G&A & Procurement

Operations & Security

HR & Performance Evaluations

Marketing


Operational excellence driving results: Selected highlights


PAX Growth (2014-2015) | Barcelona Ancillary Revenue Growth (2016) | Lisbon

Retail Growth (2014-2015) | Valletta Revenue Growth (2010-2015) | Kuşadası

15%

35%

210%

25%

Effect of consolidated marketing efforts Effect of advertising, water supply and heavy

machinery services

Effect of redesigned best practice travel retail venue Effect of increased revenue in marine services as

well as steady call growth


Driving Best Practice through Innovation: PortALL - the first and only

proprietary Cruise Port Operating System (“CPOS”)


- Real time itinerary data

- Comprehensive and

consolidated view of market

(with itineraries, ships, cruise

lines and ports'

specifications)

- Key metrics to monitor

facility and terminal

operations

- Enhanced operational

flexibility and responsiveness

- Enables real-time KPI

management

- Central management of

tariffs and revenue

projections

- Central management of

key procurement items

- Integration to Local Finance

Systems

Key Highlights of

PortALL


Leveraging GPH‟s unique network advantages to drive incremental

revenue generation


Ability to offer superior itinerary solutions to cruise line partners

- Consolidated marketing efforts:

- Leverage GPH brand to drive traffic to developing ports

- Economies of scale in marketing through centralization

- Single point of contact with cruise companies strengthens relationships

- Bundle offers for mutual gains

Highlights


Kuşadası

Santorini

Piraues

Valletta

Rome

Florence

Cannes

Barcelona

GPH Ports in the Itinerary Other Ports in Itinerary Alternative GPH Ports for the itinerary

Bodrum Catania

Cagliari

Bar

Antalya

Potential Propositions

Cruising at Sea Cagliari

Santorini Bodrum, Antalya

Instead of Alternative GPH Ports

Messina Catania

Messina

Sample Itinerary


Understanding cruise line needs drives new products and services


Cruise Lines

Services aimed at

improving group wide

benefits

Customer GPH Way New Products & Services Market to

Understanding cruise

line processes

Managing and

analyzing

comprehensive data

Innovative offerings

directly targeting P&L



Understanding passenger needs drives new products and services


Passengers

The Public

Services to

Improve Passenger

Experience

Position Port as a

Point of Interest

Passenger GPH Way Market to

Passenger research

& understanding

Value Creation via

Products & Service

Development

B2C Offerings


New Products & Services


Passenger Services Enhanced Retail Practice Advertisement Areas

Clearly identified substantial upside potential for enhanced

retailing via traffic management and retail space design

Developed retail experiences

in Kusadasi and Valletta

Replicate retail experiences in

other ports

Over 7 million passengers

passing through GPH ports

GPH to offer terminal and

outdoor advertising space in

ports

Alliance with Airport Services Developer

Harness unique position in the cruising value chain to

maximize ancillary revenue


One stop shop for passenger services

Mobile Wi-Fi

Concierge

Car Rental

City Map

"GPH Guest Service Centers"




11




Agenda


Appendix


3




Ports typically under-managed by governmental organizations with

no commercial focus

Significant Opportunities to Grow through Acquisitions

Distribution of Worldwide Cruise Ports by Ownership1 (%)

1. Source: adapted from P. Verhoeven (2011) European Port Governance, European Seaports Organization (ESPO), Brussels. The great majority of European port authorities are publically owned, like in much of the rest of the world (Opsago Management Consulting Estimation).

40%

4%

3%

35%

3%

15%

Relevant Universe of Ports Worldwide

Stated Owned Region Province Municipality Private Other

• GPH is the largest independent cruise port operator

• GPH owns 14 of the private cruise ports

• 85% of all itineraries in Mediterranean visit at least one GPH port

• Other private cruise ports mostly controlled by cruise companies


Harnessing global opportunities: Targeting expansion mostly

outside of Europe


Americas: • 13.3M Pax.

• 165 Ships

• 56.3% Market Share of which 38.4% Caribbean/Bahamas

Asia Pacific/Australia: • 4M Pax.

• 40 Ships

• 16.9% Market Share of which 13.5% Asia Pacific

Europe: • 6.3M Pax.

• 110 Ships

• 26.8% Market Share of which 16.1% Mediterranean

Strategy

• GPH‟s stronghold (14 ports, 7.05M Pax.) • Focus on marquee ports and expansion • Regional shift from East to Mid/West

Mediterranean

Strategy

• First mover in fast growing market • Established foothold in Asia (GPH

Singapore – 0.45M Pax. (2%) • Seeking assets around main regional home

ports (e.g. Singapore, Shanghai, Hong Kong etc.)

Strategy

• Establish presence in largest cruise market

• Seeking one or more marquee ports to penetrate the market

Source: Seatrade Insider, Cruise Industry News 2016-2017 State of the Industry Annual Report, Industry data, EIU, CLIA UK & Ireland, CLIA Europe, Cruise Market Watch 2015, Association of Mediterranean Cruise Ports, Wall Street research..

9%

16%

2012-2016 2016-2020

6%

49%

2012-2016 2016-2020

202%

59%

2012-2016 2016-2020

Regional

Growth by

Pax. Capacity


Strong pipeline with clearly identified opportunities to deliver

sustained inorganic growth


• Global best-practice approach to negotiating attractive tariff, investment and concession structures

• Clearly identified pipeline of acquisition growth opportunities

• Existing industry relationships support new lead generation and ongoing opportunity monitoring

• Only player with ability/appetite to consolidate

• «Recognized Brand Name» advantage

• Track record of opportunity identification and execution

• Swift and effective implementation of operational/service best practice

Project Funnel

Closing and Induction Concession Agreement &

Financing Negotiations Pre-Feasibility/Due Diligence Project Screening

Caribbean/

Bahamas

Mediterranean

Asia/Pacific

Catania

Cagliari

Ravenna

Brindisi

Structured Approach

6 Ports

4 Ports

3 Ports

3 Ports

1 Port

2 Ports

1 Port

1 Port


Established solid track record of implementing a comprehensive

approach to swiftly bring new ports up to speed


Pre-Induction

Induction

• Chief Business Development Officer,

who is also part of the acquisition

process, monitors and controls the

recently acquired ports

• Financial reporting settings are

implemented to comply with GPH

unified standards

• GPH Codes and Policies Book is

introduced within the first month

• New Board structure, minimal re-

organization and recruitment within 3

months

• GPH PortALL is operational within 1

month

• Construction and other commitments

are completed

• An inducted port is ready typically

within 3 to 6 months

Induction Global Ports Under M&A Scope

Ports completely transformed/

induction completed Right after acquisition

Ports under consideration After induction

Un

de

r R

esp

on

sib

ilit

y o

f

COO

Operations

CBDO

Business Development

CFO

Finance

CMO

Marketing

Reorganisation,

process

adaption,

governance

setting and

technology

landscape

formation

(all around the

“PORTALL”

structure)

Drives induction management as well as to support strategy and direction of M&A efforts Governs finance of all

ports rightafter the acquisition

Concentrates on global ports (transformed) but supports induction and M&A considering development

on new services/products

Runs operations following the

induction process



11




Agenda


Appendix


3




20 34 36 42

40 44 62 74 79

2014 2015 LTM 9M 2016

1.7

4.1 4.6

2014 2015 LTM 9M 2016

Financial Snapshot


Notes: 1. Revenue allocated to cruise segment includes sum of revenues of cruise ports as well as cruise portion of revenue from Port Akdeniz-Antalya and Port of Adria - Bar, which while mainly a commercial port also has minor

cruise operations. 2. Cash conversion calculated as (EBITDA-Capex) / EBITDA; Capex excluding acquisitions. 3. LTM 9M 2016 calculated as actual 9M 2016 plus actual full year 2015 numbers minus actual 9M 2015 numbers. 4.

Passenger numbers include Lisbon and Singapore Pax fully, but exclude Pax from recent acquisition Venice (annual passengers for year ending May 2016: 1.7m).

Performance Development 2016 Commentary

2014 2015 LTM 9M 20163

Cruise Commercial

Revenue

1

US

$m

• Organic and inorganic growth driving revenue

• Recent growth driven by acquisitions in cruise sector

• All revenue is generated in US Dollars or Euros

Segm

enta

l

EB

ITD

A

US

$m

• High and consistent margins

Passengers

4

(‟m

PA

X)

• Strong growth driven by organic and inorganic growth

Cash

Convers

ion

2

(%)

• Strong cash generation driven by capex-light operating model

27 47 53

6458 62

91105 115

2014 2015 LTM 9M 20163

3

3

3

Margin 68% 70% 69%

80% 87% 89%

2014 2015 LTM 9M 2016


GPH‟s diversified business benefits from a mix of both stable

and high growth activities


Consolidated Revenue LTM 9M 2016 = US$115m

Commercial Port Activities Cruise Port Activities

Cargo Volume LTM 9M 2016 = 4.5m Tons3 Pax Volume1 LTM 9M 2016 = 4.6m

Cruise97%

Ferry3%

Cargo Handling

85%

Vessel Handling

11%

Rental & Duty Free

2%

Other2%

Commercial Rev. LTM 9M 2016 = US$62m Cruise Revenue LTM 9M 2016 = US$53m

PAX Handling

60%Vessel

Handling16%

Rental & Duty Free

22%

Other2%

Containers68%

Cement12%

Coal9%

Others5%

Aluminum2%

Woodchips2%

Steel Coils1% Barite

1%

Note: LTM 9M 2016 calculated as actual 9M 2016 plus actual full year 2015 numbers minus actual 9M 2015 numbers. 1. Passenger numbers include Lisbon and Singapore Pax fully, but exclude Pax from recent acquisition Venice (annual

passengers for year ending May 2016: 1.7m)


GPH: Consistent outperformance versus comparable industries


Note: Information taken from public disclosures, selected Port Operators include SIPG, DP World, Adani port and SEZ, ICTSI, Pipavav. Selected Airport Operators include: Airports of Thailand, Shanghai International Airport, Shenzhen Airport, Auckland International Airport, OMA.

Cruise Operators include: Carnival Corp, Royal Caribbean Cruises, Norwegian Cruise Line. 1. Commercial. 2. Calculated using consolidated EBITDA. 3. Cash conversion calculated as (EBITDA-Capex) / EBITDA; Capex excluding acquisitions.

Significant and consistent

revenue growth outperformance

Margins materially superior to

broad universe of comparables

Strong cash generation based

on Capex-light operating model 53.7%

17.0%

85.1%

GPH Selected Airport Operators Selected Port Operators Cruise Operators

88.2% 86.5%

Total Comm.1 Cruise Selected Port

Operator Average

Selected Airport

Operator Average

Cruise Operator

Average

2

Total Comm.1 Cruise

Total Comm.1 Cruise

Selected Port

Operator Average

Selected Airport

Operator Average

Cruise Operator

Average

Selected Port

Operator Average

Selected Airport

Operator Average

Cruise Operator

Average

15.8%

30.8%

7.3%

67.5% 72.3%67.9%

9.7%

5.1%

11.0%

47.3%56.4%

26.4%

51.1%

78.7%

23.2%

• Growth Outperformance (Revenue Growth CAGR 12-15A) 1

• Superior Margin (EBITDA Margin 2015) 2

High Cash Conversion and Low Capex (Cash Conversion3 2015) 3


0.3%

26.4%

73.3%

CurrencyBrakdown of Debt

10.016.9 14.5 15.3 14.0

7.9

18.7

250

2016 2017 2018 2019 2020 2021 2022+

257.9

Debt Profile


Net Debt (US$mn)

Debt Repayment (US$mn) CapEx (US$mn)

• Increase in net debt 30.09.2016 due to Eurobond interest accruals

and dividend distribution in March 2016

• Bond Leverage Covenant1 comfortably below the bond covenant of

5.0x

• 24.7% of the debt has a floating interest rate, while 75.3% has a fixed

rate as at 30.09.2016

Notes: 1. Leverage covenant of the GPH Eurobond is calculated excluding EBITDA and gross debt from Malaga and Malta, which are Unrestricted Subsidiaries.

2. 2015 pro forma for Malta acquisition and its financing.

As of 30.09.2016

3.3x

4.5x

3.8x

4.6x

3.4x

4.3x

Net Debt/EBITDA Gross Debt/EBITDA

Euro-

bond:

Eur:

US$:

TL:

6.5

7.9

9M 2015 9M 2016

253289

248

31.12.2015PF 30.09.2016 30.09.2016Bond Convenant

2



11




Agenda


Appendix


3




Highly Profitable Infrastructure Business with Excellent Growth

Opportunities

Conclusion and Q&A

Superior Growth Profile

14% Revenue CAGR1

Strong Profitability

69% EBITDA Margin2

Visible and Resilient

Cash Flow Generation

105% Occupancy Rate3

High Cash Conversion

89% Cash Conversion4

Notes: 1. Calculated based on revenue growth between 2014 and LTM 9M 2016. 2 Calculated based on LTM 9M 2016 numbers. 3. Historical average occupancy rates of Carnival and Royal Caribbean cruiseliners between 2001 and

2015. 4. Cash conversion calculated as (EBITDA-Capex) / EBITDA using LTM 9M 2016 numbers.

Growth

Resilience

Sole cruise

port

consolidator

Preferred partner to all

stakeholders

Highly supportive industry dynamics

Ongoing network optimisation

Compelling retail/ancillary services potential

Entrenched essential infrastructure provider

Attractive concession framework

Robust commercial operations

Unique Acquisition

Opportunities in a

Fragmented Industry

Organic Growth

thanks to Port

Network

Resilient

Infrastructure

Characteristics



11




Agenda


Appendix


3





1. Represents the signing date. 2. Tender bidder has not been announced. Announcement of the winner is expected by March 2017.

Reinforced Governance

and Capital Structure

Enhanced

Concession Framework

Successful

Roll-out of

Cruise

Mediterranean

Expansion

Concession

Extension

Valletta Cruise Port

(VCP) Aquisition, Malta

EBRD

Partnership

• In September 20151, EBRD acquired a 10.84% stake in GPH for €53.4m (100% primary investment)

• Significant cash injection, supporting GPH balance sheet for planned acquisitions in ports across the countries where the EBRD invests

• Support in countries where the EBRD invests, namely acquisition and/or debt financing from EBRD

• Enhanced corporate governance (restructuring of BoD, new dividend policy, new disclosure)

Port of Dubrovnik, Croatia Venice Port Other Italian ports

• Malta in a unique position in the

West-Med and East-Med

itineraries, with expected strong

growth

• Completed the acquisition of an

indirect 55.6% stake in VCP in

November 2015

• 65 year concession from 2002;

2016E Pax of 0.75m

• Concession agreement signed in

June 2016; Partnership with

Bouygues, with GPH having a 90%

stake after the final concession

agreement to be signed in 2017

• 40 year concession to operate cruise

port against building a new terminal,

shopping gallery, multi-story parking

lot and bus terminal

• 2017-2019 construction period with a

total cost of c. €60m

• 3rd largest port in the Mediterranean

and 10th in the world in cruise transit

passengers

• Part of international consortium

that acquired 48% stake in

APVS, which in turn owns a 53%

stake in Venezia Terminal

Passeggeri S.p.A.; and 85.9%

stake in FINPAX, which in turn

owns 22.3% stake in VTP

• Partnership with Costa Crociere,

MSC Cruises and Royal

Caribbean

• Third biggest port in Europe after

Barcelona and Civitavecchia

• Bodrum Port

• Initial court decided in favor of Bodrum Port case to extend the concession until 2057 (currently 2019). The appeal is pending before the

Supreme Court

• Ege Ports - Kuşadası

• Council of State reversed a lower court‟s judgement in a case to extend the concession until 2052 (currently 2033). It is expected that the lower court

will decide in favour of Ege Liman in a new decision

• Port Akdeniz - Antalya

• Council of State is expected to reverse a lower court‟s judgement in a case to extend the concession until 2047 (currently 2028) – in line with

decision in favour of Ege Ports. It is expected that the lower court will decide in favour of Ortadoğu Antalya in a new decision

• Barcelona and Malaga

• Recent Spanish legislation provides for extension of port concessions up to 49 years in return for CAPEX commitment or upfront payment

• Venice

• Extension to be requested in return for the planned new terminal to serve large cruise ships

• Singapore

• The concession can be extended for 5+5 years by mutual agreement of parties

• Cagliari, November ‟16

• Acquisition of 70.89% shares in Cagliari

cruise port

• Catania, November ‟16

• Acquisition of 62.2% shares in Catania

cruise port, located in the prestigious

location of the “Vecchia Dogana”

• Ravenna, September ‟16

• Acquisition of 53.67% shares in Ravenna

cruise port, attractively located destination

near Venice and Bologna

• Brindisi

• Acquisition completed in Q4 2016;

concession agreement to be signed

in 2017

• Livorno2

• Acquisition to be completed in Q1 2017

Recent key developments

Appendix


P&L and other KPI‟s

Appendix


1. Revenue allocated to cruise segment include sum of revenues of cruise ports excluding Singapore and Lisbon, as well as cruise portion of revenue from Port Akdeniz, which while mainly a commercial port also has minor cruise operations. 2. Segmental

EBITDA figures indicate only operational companies; excludes GPH solo expenses. 3. Passenger numbers include Lisbon and Singapore Pax fully, but exclude Pax from recent acquisition Venice (annual passengers for year ending May 2016: 1.7m).

2014 2015

2014 - 2015

YoY Change 9M 2015 9M 2016

YoY Change

(Actual)

Passengers (mn PAX)3 1.7 4.1 141.2% 3.1 3.4 10.0%

General & Bulk Cargo („000 tons) 1,874.0 1,461.0 (22.0)% 1,151.8 1,106.4 (3.9)%

Throughput („000 TEU) 228.5 217.5 (4.8)% 166.0 161.8 (2.5)%

Revenue (US$m) 90.7 105.5 16.3% 81.6 90.7 11.2%

Cruise Revenue (US$m)1 27.0 47.0 74.1% 37.1 42.8 15.4%

Commercial Revenue (US$m) 64.0 58.5 (8.6)% 44.5 47.9 7.6%

Segmental EBITDA (US$m)2 62.0 73.8 19.0% 54.8 60.3 10.2%

Segmental EBITDA Margin 68.4% 69.9% +150 bps 67.1% 66.5% (60) Bps

Cruise EBITDA (US$m) 20.0 34.0 70.0% 26.0 27.5 5.9%

Cruise Margin 75.0% 72.4% (260) bps 70.0% 64.3% (580) Bps

Commercial EBITDA (US$m) 41.5 39.7 (4.3)% 28.8 32.9 14.1%

Commercial Margin 65.0% 67.9% +290 bps 64.7% 68.5% +390 bps

Consolidated EBITDA (US$m) 59.0 71.2 20.7% 52.3 57.4 9.7%

Consolidated EBITDA Margin 65.0% 67.5% +250 bps 64.1% 63.2% (80) bps


14 ports in 8 countries ...

Controlling stakes in 11 ports ...

Venice

Cruise Port

Barcelona

Creuers

Ege Ports

Kuşadası

Cagliari

Cruise Port

Malaga/

Cruceros

Bodrum Cruise

Port

Catania

Cruise Port

Antalya Port

Akdeniz

Ravenna

Cruise Port

Bar

Port of Adria

Lisbon

Cruise Port

Valletta

Cruise Port

Dubrovnik

Cruise Port

Singapore

SATS-Creuers

Turkey Spain Italy Malta Portugal Singapore Montenegro Croatia

72.5%

60.0%

100.0%

62.0%

49.6% 70.9%

62.2%

11.1%

53.7%

55.6% 46.2% 24.8% 64.5% 90.0%

89.16% 10.84%

Under GPH Control

Not Under GPH Control

Mainly Commercial Port with Some Minor Cruise Activities

A Pre-concession Agreement has been Signed

GPH‟s Effective Ownership #

Organisational Structure

Appendix

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