TENDER ANNOUNCEMENT

REPUBLIC OF TURKEY

PRIME MINISTRY

PRIVATIZATION ADMINISTRATION

TENDER ANNOUNCEMENT FOR PRIVATIZATION OF

80% OF THE SHARES OF

BAŞKENT DOĞALGAZ DAĞITIM A. Ş.

1.      80% (eighty percent) of the shares of Başkent Doğalgaz Dağıtım Anonim Şirketi (“Company”) belonging to the Privatization Administration of the Prime Ministry of the Republic of Turkey (“Administration”) will be privatized by using “Sale” method within the framework of Law No. 4046 regarding Privatization Implementations and Privatization High Council Decision dated 02.07.2009 and numbered 2009/43.

2.      Only legal entities and Joint Venture Groups can participate in the tender. Real persons can only be a member of Joint Venture Group. Joint Venture Groups cannot be composed of only real persons.

3.      In order to participate in the tender, it is compulsory to sign the Confidentiality Agreement and to purchase the Information Memorandum and the Tender Specifications prepared for the Company. Although purchase of the Information Memorandum and the Tender Specifications by one of the Joint Venture Group members suffices, each member of the Joint Venture Group is required to sign the Confidentiality Agreement separately and deliver it to the Administration.

4.      The tender shall be conducted by holding negotiations through the “negotiation method” following the receipt of the bids in sealed envelopes. If deemed necessary by the Tender Commission, the tender may be concluded through an auction by the participation of the Bidders involved in the negotiations.

5.      Bidders must provide a Bid Bond of US Dollars 20,000,000 (Twenty million) in order to participate in the tender.

6.      Confidentiality Agreement may be obtained from the address of the Administration given below as of 13/05/2010. Confidentiality Agreement signed by the Bidder or its authorized representatives will be submitted to the Administration with the signature circulars.

The fee of the Information Memorandum and the Tender Specifications is US Dollars 20,000 (Twenty thousand) and shall be deposited to;

6.1. The following Privatization Proceeds Foreign Currency Accounts, if the payment is made in US Dollars;

a. No. TR91 0001 0000 0138 7773 4350 05 at the Main Branch of T.C. Ziraat Bankası A.Ş. in Ankara or,

b. No. TR47 0001 5001 5804 8000 4174 74 at the Main Branch of Vakıfbank A.Ş. in Ankara or,

c. No.TR69 0001 2009 4520 0053 0000 24 at the Kurumsal Branch of Halkbank in Ankara.

6.2. The following Privatization Proceeds Accounts, if the payment is made in Turkish Lira, in the equivalent amount to be calculated at the prevailing Foreign Exchange Selling Rate declared by the Central Bank of the Republic of Turkey on the payment date;

a. No. TR86 0001 0000 0138 7756 6150 04 at the Main Branch of T.C. Ziraat Bankası A.Ş. in Ankara or,

b. No. TR22 0001 5001 5800 7287 5506 67 at the Main Branch of Vakıfbank A.Ş. in Ankara or,

c. No. TR25 0001 2009 4520 0083 0000 06 at the Kurumsal Branch of Halkbank A.Ş. in Ankara.

Tender Specifications can be obtained as of the date of this Tender Announcement and the Information Memorandum can be obtained as of 17/05/2010 from the address of the Administration given below in return for a “Receipt Document” by providing the original bank slip, on which name of legal entity or the Joint Venture Group is clearly stated, including “Başkent Doğalgaz Dağıtım A.Ş. Information Memorandum and Tender Specifications Purchase Price” showing the deposit of the purchase price. The fee paid for the purchase of the Information Memorandum and Tender Specifications shall not be refunded under any circumstances. 

7.      Participants upon their application, may be given the opportunity to access the Data Site that will be made available in electronic environment from the date to be designated by the Administration, to visit the Data Room that will contain the information and documents that could not be uploaded to the Data Site, to hold meetings with Company representatives, to attend Management Presentations and to make Company Visits in order to perform due diligence of the current status of the Company including also the information contained in the Information Memorandum, prior to bidding. (“Due Diligence Process”)

8.      In order to participate in the Due Diligence Process, Participants are required to deposit US Dollars 15,000 (Fifteen thousand) or the equivalent in Turkish Lira, to be calculated at the prevailing Foreign Exchange Selling Rate declared by the Central Bank of the Republic of Turkey on the payment date to any of the bank account numbers specified in Article 6 of this Tender Announcement in cash, and apply to the Administration in writing with the full list of the representative(s) who will participate in the Due Diligence Process attaching the bank slip showing that the abovementioned amount has been deposited. The Due Diligence Process participation fee shall under no circumstances be refunded.

9.      Bids shall be prepared in accordance with the terms set out in the Tender Specifications and the Information Memorandum and shall be delivered by hand in a sealed envelope labelled “BID FOR TENDER OF BAŞKENT DOĞALGAZ DAĞITIM A.Ş. - CONFIDENTIAL” to the address of the Administration given below no later than 4.00 pm on 06/08/2010. Bids submitted after the bidding deadline will not be taken into consideration.

10.  The tender is not subject to State Tender Law No. 2886 and it is in the Administration’s sole discretion to conduct the tender or not, to award the tender to any person or entity and to extend the bidding deadline. The Administration reserves its right to extend the bidding deadline to a certain date or defer it to a time to be designated at a further date.

11.  The sale of shares to parties domiciled abroad is subject to Foreign Investment Legislation, Natural Gas Market Law No. 4646 and other relevant legislation. The mentioned legislation may be obtained from the General Directorate of Foreign Investment of the Undersecretariat of Treasury and the Energy Market Regulatory Authority.

12. All other issues related to the tender are provided in the Tender Specifications.

REPUBLIC OF TURKEY

PRIME MINISTRY

PRIVATIZATION ADMINISTRATION

Ziya Gökalp Caddesi No: 80 06600 Kurtuluş ANKARA /TURKEY

Phone: 90 312 430 45 60 or 435 47 90 Fax: 90 312 435 93 42

www.oib.gov.tr