ANNUAL REPORT

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ENKA NAAT VE SANAY A. .

( 2 ) Annual Report 2011

COMPANIES

ENGINEERING AND CONSTRUCTION

Enka naat ve Sanayi A.. imta elik malat Montaj ve Tesisat A.. Cimtas Mechanical Contracting B.V. Cimtas Building Systems Limited imta Gemi na Sanayi ve Ticaret A.. DKW Engineering GmbH IBH Engineering GmbH Capital City Investment B.V. Kaskta Kayar Kalp Altyap Sondaj Kazk ve Tecrit A.. Kasktash Arabia Ltd. Esta Construction B.V. Tita Toprak naat ve Taahht A.. Enet Proje Aratrma ve Mavirlik A.. Enka Teknik Genel Mteahhitlik Bakm letme Sevk ve dare A.. Enka International Construction Ltd. Limited Liability Company Enmar Enka Holding B.V. Enka Holding Investment S.A. Enka Construction and Development B.V. AECO Development L.L.C. Covet B.V. Enka L.L.C. Enka Power Systems B.V.

ENERGY

Adapazar Elektrik retim Ltd. ti. Gebze Elektrik retim Ltd. ti. zmir Elektrik retim Ltd. ti. Enka Enerji retim A.. Enka Elektrik retim A..

REAL ESTATE

JSC Mosenka JSC Moskva Krasnye Holmy City Center Investment B.V. Limited Liability Company Enka TC

TRADING AND MANUFACTURING

Enka Pazarlama hracat thalat A.. imta Boru malatlar ve Ticaret Ltd. ti. imta Borulama Sanayi ve Ticaret Ltd. ti Cimtas (Ningbo) Steel Processing Co. Ltd. Pima Plastik naat Malzemeleri A.. Enwin Window Systems B.V. Pimapen Logistic Center S.R.L. Enta Nakliyat ve Turizm A.. Airenka Hava Tamacl A.. Entrade GmbH Enka Santral Hizmetleri A..

(The full list of the companies can be found in the consolidated financial statements as of December 31, 2011.)

Annual Report 2011 ( 3 )

GENERAL ASSEMBLY MEETING

Date : April 18, 2012 Time : 14:00 Venue : Balmumcu Mahallesi, Zincirlikuyu Yolu, Enka III. Binas, Konferans Salonu, Beikta - stanbul AGENDA

1- Election of the General Assembly Presidential Board;

2- Authorization of the Presidential Board for signing the Minutes of the General Assembly Meeting;

3- Reading and discussing the Annual Report of the Board of Directors and the Report of Auditors, and the Balance Sheet and Income Statement for the fiscal year 2011;

4- Reading and discussing the Report of Independent Auditors;

5- Informing the shareholders about the donations made within the fiscal year 2011;

6- Approval of balance sheet and income statement accounts of 2011 and the acquittal of the Board Members and Auditors from 2011 activities;

7- Informing the shareholders about the Remuneration Policy of the Board Members and top managers.

8- Election of the Board Members;

9- Determining the attendance fee of the Board Members,

10- Election of the Auditors and determining their salaries,

11- Determining the distribution of the balance sheet profit of 2011;

12- Approving the Profit Distribution Policy of the Company,

13- Approving the Donation and Aid Policy of the Company,

14- Approving the selection of the Independent Auditing Firm;

15- Presentation to the approval of the shareholders of our Company, the increase of the ceiling of the registered share capital of our company from its current amount of TL 2.800.000.000 to a total of TL 4.000.000.000 as well as the draft of amendments to the Articles of Association of our Company as prepared in compliance with the Approval No. 2244 of the Capital Markets Board of 29.02.2012 and the Approval No. 1729 of the Ministry of Customs and Trade of 08.03.2012 for the amendments to be made in Article 6, Share Capital, of the Articles of Association of our Company for the aforesaid purpose, as well as in the Articles 13, 14, 19, 20, 21, 22, 25, 29, 31, 35 and 36 thereof for duly complying with the provisions of the Communiqu of Serial: IV, No: 56 of the Capital Markets Board,

16- Presentation to the approval of the shareholders of our Company, the draft of amendment to the Articles of Association of our Company as prepared in compliance with the Approval No. 2984 of the Capital Markets Board of 12.03.2012 and the Approval No. 1938 of the Ministry of Customs and Trade of 15.03.2012 for the amendments to be made in Article 3, Aim & Subject, of the Articles of Association of our Company

17- Informing the shareholders about the total amount of Guarantees, Pledges and Encumbrances given to the third parties, pursuant to the resolution of CMB dated September 9, 2009 and numbered 28/780;

18- Authorization of the Board Members to engage in businesses mentioned in Articles 334 and 335 of the Turkish Commercial Code and in Article 1.3.7. of the Communiqu of Serial: IV, No: 56 of the CMB;

19- Requests and recommendations.

( 4 ) Annual Report 2011

BOARD OF DIRECTORS

Sinan Tara Chairman of the Board

Haluk Gerek Vice Chairman and General Manager

Annual Report 2011 ( 5 )

Fikret Gler - Member

Burak zdoan - Member

zger nal - Member

Gkhan Sanaklar - Member

Alp Douolu - Member

Mehmet Tara - Member an Grdamar - Member

( 6 ) Annual Report 2011

CHAIRMANS MESSAGE

Dear Shareholders, On behalf of the Board of Directors of Enka naat ve Sanayi A.. we wish to extend our deepest respect to all of our shareholders and thank you for attending our General Assemblys annual meeting which has convened to share the activities of our Company in 2011, as well as our expectations for 2012. As of the end of 2011, Enka naat ve Sanayi A.. realized an equity of 4,5 billion USD, a consolidated turnover of 5 billion USD and a consolidated net profit of 508 million USD. Enka is concentrating on the segments of engineering and construction, power production, real estate investment and management, and trading and manufacturing.

Although engineering and construction is one of the most affected market from global crisis in recent years, thanks to the healthy measures taken by our company as well as the increasing weight of the ongoing profitable big scale construction projects to the turnover, 144 million USD net profit was generated with a contribution of 28% to the consolidated profit.

Our completed or ongoing projects in 2011 are Transylvanian, Rreshen-Kalimash and Morine-Merdare motorway projects in Romania, Albania and Kosovo respectively; the 400 MW power plant in Yajva, multi-purpose office and residential complexes both on the Tsvetnoy Boulevard and on plot 12 within the Moscow City project in Russia; the offshore civil construction works and artificial islands project in the Bautino Region of the Caspian Sea in Kazakhstan; and US Embassy buildings in Djibouti, Burundi, Dominican Republic, Equatorial Guinea and Afghanistan.

In addition to the ongoing projects, newly undertaken projects in 2011 are; Muscat International Airport Terminal Project with a contract amount of approximately 1,8 billion USD with Enkas share of roughly 39%; having equal shares with Caddell and a total of 272 million USD for additional agreement to the contract to the US embassy in Afghanistan and the new US embassy building in Papua New Guinea; 126 MW power plant project having a total contract amount of 236 million USD for Lukoil Mid-East Limited and with a contract amount of 70 million USD, mechanical, electrical and instrumentation works for Shell Iraq Petroleum Development B.V in Iraq; Kuntsevo Shopping Center and Khabarovsk Refinery structural steel and mechanical erection works with contract amounts of 340 million USD and 66 million USD for Enka TC and Tecnicas Reunidas respectively in Russia. Thus, Enka shares of the additions in the last year have exceeded the level of 1,5 billion USD.

In 2012 we are continuing to work in full force to undertake new projects, particularly in the field of energy and oil related projects, as before without compromising our criteria in the construction segment. In the energy production field, with the power plants that are operated through the Build-Own-Operate model with a 100% ownership, Enka stands as the largest electricity producer of the private sector in Turkey. The contribution of the energy segment to the consolidated turnover has approached 3,3 billion USD in 2011.

Annual Report 2011 ( 7 )

The works are ongoing for the imported coal fired power plant that is planned to be built in zmir with an installed capacity of 800 MW, for which the production license was received earlier from the Energy Market Regulatory Authority. The final investment decision for this plant shall be taken depending on economic developments. Apart from this, an application has been made to EMRA for a 609 MW natural gas combined cycle power plant to be built on the plot that we own within the Gebze Organized Industrial Zone. In the energy segment, we are also continuing our work on the investment opportunities outside of Turkey. With the increase of occupancy in the real estate segment, we have exceeded 407 million USD revenue last year, and we continue our activities to develop and manage class-A office buildings and shopping centers through our companies established in Russia. As of the year end, we own 330.000 square meters of rentable class-A office space and 215.000 square meters of rentable space in shopping centers and a hotel which are all located in Moscow except one shopping center. We host leading international companies in all office buildings that we manage. Our success in real estate development and management increases, as Enkas name is associated with quality together with the ability to deliver our promises with perfection. The fact that our investments in this segment were not realized by debt, but with the income generated from the