REPUBLIC OF TURKEY

PRIME MINISTRY

Privatization Administration

1.    Within the framework of Law No. 4046, 20 % (twenty percent) TTA shares in JTI Central Asia LLP Company (Company) which is established in Kazakhstan a subsidiary of TTA, shall be privatized by the Republic of Turkey, Prime Ministry, Privatization Administration (PA) via “Sale” method.

2.    The tender shall be undertaken in the form of negotiations after receipt of bids in sealed envelopes. If deemed necessary by the Tender Commission, the tender may be finalized through an auction attended by the bidders selected to participate in the negotiations.

3.    To participate in the bidding process, bidders are required to deliver a duly executed Confidentiality Agreement and obtain the Information Memorandum and the Tender Specifications Document pertaining to the Company.

4.    Real persons, legal entities and joint ventures (consortia) may participate in the tender.  To participate in the tender, bidders shall be required to submit a bid bond in the amount of stated as in the above mentioned tables. 

5.    The Tender Specifications Document and Information Memorandum can be obtained from the PA’s bank numbers at the addresses;

a) The Privatization Proceeds Account of the Administration IBAN No. TR91 0001 0000 0138 7773 4350 05  in the Central Branch / T.C. Ziraat Bank A.Ş. /Ankara,

b) The Privatization Proceeds Account of the Administration IBAN No TR47 0001 5001 5804 8000 4147 74  in the Central Branch / Vakıflar Bank T.A.O. / Ankara,

c) The Privatization Proceeds Account of the Administration IBAN No. TR69 0001 2009 4520 0053 0000 24  in the Public Corporate Branch / Halkbank A.Ş. / Ankara)

clearly indicating the names of the real persons and/or legal entities participating in the tender. The payment made for the Information Memorandum and Tender Specifications Document is non-refundable under all circumstances.

6.    Article 4.6 of the Articles of Association of JTI Central Asia LLP Company, with the heading “Share Capital” governs the provision: “... in case a Shareholder offers for sale his/her shares, partially or wholly, Shareholders have the pre-emption right for purchase of the shares, partially or wholly, against third parties”.

7.    Bids shall be prepared in accordance with the instructions set out in the Tender Specifications Document and shall be delivered by hand in a sealed envelope labeled “JTI Central Asia LLP Company %20 Hisse Satışı İçin Teklif – GİZLİ” to the PA’s offices at the address as indicated below not later than 5 p.m. on 02/02/ 2012 bids delivered after the bidding deadline has passed will not be taken into consideration.

8.    The tender is not subject to the State Tender Law No. 2886 and, the PA reserves the right at its sole discretion to proceed or not to proceed with the bidding process, to award the contract to any person or entity, and to amend the bidding deadlines.  The sale of shares of the Company to parties domiciled abroad is subject to foreign investment laws and regulations in force, copies of which can be obtained from the Under Secretariat of Treasury, General Directorate of Foreign Investment. All other matters relating to the bidding process shall be notified in the Tender Specifications Document.

REPUBLIC OF TURKEY

Prime Ministry

Privatization Administration

Ziya Gökalp Caddesi, No: 80, Kurtuluş – 06600  ANKARA / TURKEY

Tel: (90-312) 432 00 71 Facsimile: (90-312)  – 434 59 71