ODAŞ 2014 ANNUAL REPORT

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1 ANNUAL REPORT

2 ODAŞ 2014 ANNUAL REPORT 1 Independent Audit Opinion for Annual Report of Odaş Enerji At A Glance a. Financial Highlights b. Current Power Plants & Ongoing Investments c. Highlights in Management a. Members of Board of Directors b. Vision & Mission & Values 4 Our Activities a. Odaş Group Companies b. Our Subsidiaries c. Investor Relations & Share Performance d. Operational developments e. Human resources 5 Corporate Governance a. Corporate Governance Principles Compliance Report 6 Consolidated Financial Tables a. Independent audit report b. Financial Statements c. Footnotes 7 Contacts

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4 INDEPENDENT AUDIT OPINION FOR ANNUAL REPORT OF

5 1 INDEPENDENT AUDIT OPINION FOR ANNUAL REPORT OF

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8 ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş Annual Report 7

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10 2 ODAŞ ENERJİ AT A GLANCE A. Financial Highlights 9

11 2 ODAŞ ENERJİ AT A GLANCE Odaş Enerji overcomes difficulties through the strategies that it proceeds earlier in the energy sector. Odaş Enerji has adopted to make investments with high return on equity by combining its investments with competitive advantageous, with the right production diversity and strategy which implemented in a vertically integrated structure in the right locations. It will also obtain income diversity with the horizontal integrated structure which will be provided by shifting to mining. Having quickly adapted the innovations brought by the free market conditions in the energy sector of Turkey and being a new generation group company in power production and electricity sales, Odaş Enerji has total 140,25 MW installed power plant of which 140 MW is natural gas combine cycled and 0,25 MW solar power plant as of 31 December Carrying out its wholesale electricity sales over %100 subsidiary Voytron, Odaş Enerji serves utility meters as of 31 December Voytron has made 1,9 million mwh of electricity sales by positioning its activities through its ready customer portfolio to sell the supplied power within its vertical integrated structure within Odaş Group s total installed power will increase nearly by 3.5 times within 3 years with the Küçük Enerji Köprübaşı Hydroelectric Power Plant which is planned to come into operation in the first half of 2015 with 8,2 MW installed power and Çan Coal Fired Power Plant which is based on local coal with 330 MW installed capacity is aimed to be completed in Odaş Natural Gas (90% subsidiaries of Odas Enerji) which was established to perform long term gas supply of the natural gas cycle plant also aims to move its sales network created by Voytron in the power sector to the natural gas sector. 10

12 2A FINANCIAL HIGHLIGHTS 53,2 MıLLıON TL EBıTDA 25,2 MıLLıON TL NET PROFIT Odaş Enerji obtained 25.2 million TL net profit in MILLION TL NET SALES Having obtained total 621 million TL net sales as of the end of 2014, 34% of the total net sales of Odaş Enerji was constituted by the electricity sales from Şanlıurfa natural gas power plant. Odaş Enerji obtained 25.2 million TL net profit while reaching 53.2 million TL EBITDA figures in 2014 thanks to its combining its vertically integrated structure with the right production strategy. Consolidated Financial Data (Million TL) Net Sales EBITDA Cash & Cash Equivalents Short Term Liabilities Long Term Liabilities Net Debt ,7 110,6 Net Debt /EBITDA (x) 3,2 2,5 3,5 11

13 SUMMARY FINANCIAL DATA MN TL 700 Net SALES MN TL EBITDA

14 Net DEBT MN TL x Net DEBT EBITDA x MN TL

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16 THANKS TO OUR FAST AND AGILE BUSINESS APPROACH, WE ARE ABLE TO DISCOVER HIDDEN VALUES AND MAKE HIGH YIELD INVESTMENTS. B. Current Power Plants & Ongoing Investments C. HIGHLIGHTS IN

17 2B CURRENT POWER PLANTS & ONGOING INVESTMENTS Odaş Enerji has adopted to make investments with high return on equity by combining its investments with competitive advantageous, with the right production diversity and strategy which implemented in a vertically integrated structure in the right locations. CURRENT POWER PLANTS Natural Gas Combined Cycle Power Plant (140 MW) The investments for Odaş Enerji s natural gas power plant in Şanlıurfa started in MW first phase of the investment was completed in 2011, and 74 MW second phase of the investment was completed in Total capacity was increased to 140 MW along with the 12 MW steam turbine investment which was completed in Solar Energy Power Plant (0.25 MW) Having the same location with the Natural Gas Combined Cycle Plant, 0.25 MW capacity solar energy power plant was put into use in January The power plant both meets the domestic consumption requirement which is needed for production and sells the produced excess electricity to the system. 16

18 ONGOING INVESTMENTS Çan Mining and Coal Fired Power Plant Investment (340 MWm/330 MWe) ODAŞ Enerji acquired 92% of Çan Kömür ve İnşaat A.Ş. which had paid up royalty right in Çan district of Çanakkale province in September 2013 as a result of turning towards local coal sources with high calorie values for the purpose of evaluating the most advantageous production methods in the current sector conditions. As a result of the works done by Fichtner GmbH, German Independent Mining Assessment Company, in that field and in accordance with international Joint Ore Reserves Committee ( JORC ) standards, high calorific value coal reserve was detected. The average calorific value of the reserve is 3,481 kcal/kg. In addition to that, it was observed that the coal vein continued in the northnortheast direction of the field, and it is likely that the reserve detected will increase as a result of the additional works to be done. The reserve is qualified as the coal reserve with the highest calorie among the energy company which operate local lignite fired power plants. This reduces investment costs per MW in the power plant with ongoing investment and provides advantage in production cost per MWh when compared to the peers. Köprübaşı Regulator and Hydroelectric Power Plant Investment (8.2 MW) Köprübaşı Regulator and Hydroelectric Power Plant of which 90% shares belongs to ODAŞ Enerji has 8,2 MW production license and the term of the license is 49 years as of The power plant is installed in Trabzon province, Manahoz stream. The electro mechanic equipment of a power plant in that size in Turkey were supplied from a local producers for the first time, and the guaranteed purchase price which will be applicable in the power plant will be 9.6 $cent/ KWh instead of 7.3 $cent/kwh. The power plant investment is planned to be put into use at the end of June,

19 2B CURRENT POWER PLANTS AND ONGOING INVESTMENTS ÇanakkaleÇan Local Coal Fired Thermal Power Plant (340 MWm/330 MWe) At Investment Phase Hydroelectric Local Coal Natural Gas Power Plant Solar Energy 18

20 Trabzon Köprübaşı Hydroelectric Power Plant 8,2 MW At Investment Phase Odaş Şanlıurfa Natural Gas Combined Cycled Power Plant and Solar Energy Power Plant 140 MW Natural Gas Operating 0,25 MW Solar Energy Operating 19

21 2C HIGHLIGHTS IN 2014 Our First Unlicensed Solar Energy Power Plant Investment Is Put Into Use 0.25 MW capacity solar energy power plant, will both meet the domestic consumption requirement which is needed for production and will be selling excess electrical energy produced by the natural gas combined cycle plant in Şanlıurfa to the system for the first time In Turkey. Çan Kömür ve İnşaat A.Ş. Thermal Power Plant Preliminary License Obtained The preliminary license certificate regarding Çan2 Thermal Power Plant Production Facility with an installed power of 340 MWm/330 MWe which is planned to be installed In Çan district of Çanakkale province by our company s 92% subsidiary Çan Kömür ve İnşaat A.Ş. was found suitable upon the decision of the Energy Market Regulatory Board dated and numbered and delivered to Çan Kömür ve İnşaat A.Ş. on Trabzon Köprübaşı HPP Project For the financing of the ongoing investments of 8.2MW capacity hydroelectric power plant in Trabzon Köprübaşı, Küçük Enerji Üretim ve Ticaret Ltd. Şti 90% subsidiary of ODAS,. used total 9 years term loan with 2 years nonrefundable principal in the amount of 10.4 Million US Dollars. A Framework Agreement was signed between Çan Kömür ve İnşaat A.Ş. and Çan Linyitleri İşletmesi Müdürlüğü The framework agreement was signed on between our 92% subsidiary Çan Kömür ve İnşaat A.Ş and Türkiye Kömür İşletmeleri Kurumu to for the years from Çan Linyitleri İşletmesi Müdürlüğü and in relation to our coal purchase which is total tons. Thus, our current high quality reserve in Çan2 Thermal Power Plant site and the coal which will be purchased pursuant to the agreement will be blended to enable optimization in the coal sales and electricity sales income. Applied for registering EPİAŞ Group C Shareholders Pursuant to the Call for Group C Shareholder by Enerji Piyasaları İşletme Anonim Şirketi (EPİAŞ), our company Odaş Elektrik Üretim Sanayi Ticaret A.Ş. made an application to the relevant authority on to have maximum Group C shares each of which has a nominal value of 1,00 TL. The Environmental Impact Assessment (EIA) Report regarding Çan2 Thermal Power Plant Production Facility of Çan Kömür ve İnşaat A.Ş was accepted. The Environmental Impact Assessment (EIA) Report which was prepared for Çan2 Thermal Power Plant Production Facility was accepted by the relevant official commission on Improvements were shared about Çan2 Thermal Power Plant Production Facility of Çan Kömür ve İnşaat A.Ş. The investment budget regarding Çan2 Thermal Power Plant with an installed power of 340 MWm/330 MWe which is planned to be installed in Çan district of Çanakkale province by Çan Kömür ve İnşaat A.Ş. is expected to be realized with a lower cost approximately 1/3 of the actual capex when compared to its precedents and thus be economical along with the reassesment of some equipments which were designed in accordance with the calorific values and parameters of our current coal reserve together with the new manufactures which will be used in the construction of the plant. An Agreement was signed with İş Yatırım Menkul Değerler for Liquidity ProviderActivities Within the scope of the Liquidity Provider activity of our company ODAŞ Elektrik Üretim Sanayi A.Ş. which was regulated in the Circular of Borsa İstanbul numbered 450, a service agreement was signed with İş Yatırım Menkul Değerler A.Ş. on

22 With the management expertise, ODAŞ Enerji has grown on solid bases through the strategic investments it has made since

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24 WE IMPROVE OUR COMPANY FORWARD WITH DEDICATED, FOCUSSED AND EXPERIENCEED MANAGEMENT TEAM. 3 MANAGEMENT A. MEMBERS OF THE EXECUTIVE BOARD B. VISION & MISSION & VALUES 23

25 3A MEMBERS OF THE EXECUTIVE BOARD Abdulkadir Bahattin ÖZAL Chairman of the Executive Board Having completed his elementary and middle education at TED Ankara Koleji and then graduated from Üsküdar Cumhuriyet High School, Mr. Özal graduated from the department of Control and Computer Engineering at Istanbul Technical University in Following his study in the department of Physical Engineering at Boğaziçi University in 1988, he began to work, founded companies in construction, import, export and energy sectors and acted as a director. Together with Mr. Burak Altay, he developed many Startup projects in the energy sector and signed successful energy investments. Being the founding partner of ODAŞ Group, Mr. Özal is still the Chairman of the Executive Board of the Company. Burak ALTAY Deputy Chairman of the Executive Board Having graduated from the department of Management at Koç University, Mr. Altay gave lessons as an Assistant at Koç University while he was studying postgraduate in the department of Law at Marmara University. Having started entrepreneurship in the energy sector thereby taking Turkey representation of Alstom Power, together with Mr. Bahattin Özal, Mr. Altay developed many Startup projects in the energy sector and signed successful energy investments. Being the founding partner of ODAŞ Group, Mr. Altay is still the Deputy Chairman of the Executive Board of the Company. Mustafa Ali Özal Member of the Executive Board Having graduated from Gazi University Department of Economics, Mr. Özal began to work in He acted as the director and member of the executive board in several companies operating in different sectors. Mr. Özal is still acting as the Member of the Executive Board of the Company. Hafize Ayşegül ÖZAL DİNÇ Member of the Executive Board Having completed her study in 1972, Mrs. Özal started working for Aköz Foundation in 1994, and she was promoted to the position of the Director of the Foundation in the same foundation in Shee is now a Member of the Executive Board of Aköz Foundation, which is currently giving scholarship to 250 students and providing support for many students and helpless people. Mrs. Özal Dinç is still acting as the Member of the Executive Board of the Company. Yavuz BAYLAN Independent Member of the Executive Board Having graduated from Istanbul University Department of Economics, following his position of Chief Accountant in the Ministry of Finance for years, Mr. Baylan started to work as a financial consultant in the private sector in He led the foundation of BDO Turkey in 1987 and became a Certified Public Accountant in Mr. Baylan is still acting as an Independent Member of the Executive Board of the Company. Levent YARALI Independent Member of the Executive Board Having graduated from Ankara University Department of Law and completed his postgraduate study in Private Law at Istanbul University Institute of Social Sciences, Mr. Yaralı worked as the Visitor Research Assistant at Columbia University Faculty of Law. Still studying PhD in Private Law at Istanbul University Institute of Social Sciences, Mr. Yaralı also worked as a Lawyer at Ernst & Young company. Mr. Yaralı is acting as the Independent Member of the Executive Board of the Company. 24

26 3B VISION & MISSION & VALUES VISION To become a leading company which provides sustainable profitability by distinguishing through its strategic investments in the Energy and Mining sector MISSION Providing products and services which create value for our country and shareholders through a quick and flexible approach, environment friendly, high return investments. VALUES Creativity and flexibility Transparency and Sustainability Society and environment friendliness Occupational health and safety 25

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28 WE WORK HARD AND ONLY STRIVE TO IMPLEMENT FEATURED PROJECTS. 4 ACTIVITIES A. ODAŞ GROUP COMPANIES B. SUBSIDIARIES 27

29 4A ODAŞ GROUP COMPANIES Çan Kömür ve İnşaat A.Ş. (Çanakkale) Local Coal Fired Thermal Power Plant 92% Voytron Elektrik Toptan Satış Dış Tic. A.Ş. Wholesale Electricity Sale 100% Küçük Enerji Üretim ve Ticaret Ltd. Şti. (Trabzon) Köprübaşı Regulator and Hydroelectric Power Plant 90% ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. Wholesale Natural Gas Sale 90% NOTE: Percentage parts show the partnership rates of ODAŞ Enerji. 28

30 Hidro Enerji Elektrik Üretim Sanayi A.Ş. (Trabzon) Volkan Hydroelectric Power Plant Production License 100% Ena Elektrik Üretim Ltd. Şti. (Bilecik) Hisar Regulator and Hydroelectric Power Plant Production License Application 80% Yel Enerji Elektrik Üretim Sanayi Ticaret A.Ş. (Zonguldak) Coal Thermal Power Plant License Application 75% Ağrı Elektrik Üretim Sanayi Ticaret A.Ş. (Konya) Natural Gas Combined Cycle Plant License 70% 29

31 4B SUBSIDIARIES VOYTRON Elektrik Toptan Satış Dış Tic. A.Ş. Participated by Odaş Enerji at the rate of 100%, Voytron was founded in The growth strategy of the company is to distribute electricity widely so as to ensure vertical integration, and thus deliver electricity to consumers. With its wide customer network, Voytron supplies electricity to free consumer meters as of Voytron has a wholesale sale license obtained from EMRA in With the authorisation provided by this licenses, the company sells the electricity which is purchased from the market to its customers through bilateral agreements. Having companies with a high amount of electricity consumption such as Vodafone, Turkish Airlines, İkitelli Organized Industrial Zone, Voytron aims to increase the rate of selling electricity to individual consumers by further decrease in the free consumer limit. While many companies with which have obstacled wholesale sale license in the past in the electricity sector which has got through a fast change process have difficulty in overcoming many company market dynamics and the regulations obligated by EMRA, having the advantage of being an ODAŞ Group company, Voytron managed to become prominent among the wholesale sale companies in the sector. Ensuring vertical integration can be shown as the biggest advantage of Voytron. Due to the high volatility which is experienced by nature of electrical market, prices vary hourly, daily and monthly. Voytron s ability to fix the electricity sales price to TEDAŞ tariff with a certain amount of discount by means of bilateral agreements enables the group to guarantee minimum cash flow. Thanks to the combination of its vertically integrated structure with the right production strategy, Odaş Enerji reached 53,2 Million TL EBITDA in 2014, and obtained 25,2 Million TL Net Profit. 30

32 Çan Kömür ve İnşaat A.Ş. Our Group headed towards local coal sources with high calorific values so as to assess the most advantageous electricity production methods in current sector conditions. Within this scope, it acquired 92% of Çan Kömür ve İnşaat A.Ş. which has paid up royalty right in Çan district of Çanakkale province in September, Drilling works are done in the current license site based on Joint Ore Reserves Committee ( JORC ) standards. The average calorie of the reserves which is determined in 2013 is 3,481 kcal/kg and this value is the highest value among the local lignite fired power plants in Turkey. In this direction, the investment process of 340 MWm/330MWe energy production power plant was started. Ena Elektrik Üretim Ltd. Şti The company whose 80% belongs to ODAŞ Enerji has Hisar Regulator and Hydroelectric Power Plant production license application. The Power Plant whose preliminary license was obtained from Energy Market Regulatory Authority has an installed power of 9,2 MW and it is located in Bilecik province, Sakarya river. Hidro Enerji Elektrik Üretim Sanayi A.Ş. 100% transfered to ODAŞ Enerji in December 2012, the company has Volkan Hydroelectric Power Plant production license with an installed power of 1.9 MW in Trabzon province, Balkodu stream. Küçük Enerji Üretim ve Ticaret Ltd. Şti. Having owned 90% shares to ODAŞ Enerji in December 2012, the company has Köprübaşı Regulator and Hydroelectric Power Plant production license. The installed power of Köprübaşı Regulator and Hydroelectric Power Plant is 8.2 MW and it is being constructed in Trabzon province, Manahoz stream. The term of the license is 49 years as of Currently, nearly 85% of the power plant investment has been completed and it is planned to be put into use in the first half of ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. Yel Enerji Elektrik Üretim Sanayi Ticaret A.Ş. 75% of Yel Enerji transfered to ODAŞ Enerji in January, Ağrı Elektrik Üretim Sanayi Ticaret A.Ş. 70% transfered to ODAŞ Enerji in December 2012, the company has 63 MW Natural Gas Combined Cycle Power Plant production license in Konya province, Karatay district. Being 90% subsidiary of Odaş Enerji, ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. was founded for the purpose of ensuring that ODAŞ Natural Gas Power Plant in Şanlıurfa can supply long term natural gas as well as benefiting the sales network which is created by Voytron in the electric sector. The company obtained Natural Gas Wholesale Trade License from EMRA as of March

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34 WE ARE FINDING THE MOST SUITABLE LOCATIONS AND REVEALING UNDISCOVERED VALUES FOR THE INVESTMENTS. C. INVESTOR RELATIONS & SHARE PERFORMANCE D. OPERATIONAL IMPROVEMENTS E. HUMAN RESOURCES 33

35 4C INVESTOR RELATIONS AND SHARE PERFORMANCE Throughout 2014, Investor Relations Department and the senior executives of the Company came together with several analysts and investors and discussed the latest developments about activities and investment projects of the company in the light of the financial and operational data. Investor Relations Activities: ODAŞ Enerji Investor Relations Department aims to establish close relations with equal distance and provide maximum benefit to its shareholders in line with honesty, accountability, transparency and reliability principles in parallel with the corporate governance principles that has adopted thereby ensuring full compliance with the liabilities of the Company originating from the legal regulations in relation to the capital markets. Within this fiscal period, 45 meetings were made with investors and information was given about the investment activities, financial tables and growth plans of the group through the Analyst meeting in which nearly 40 analysts and investment professionals participated in December. With regards to the Capital Market Regulation 57 material disclosures were announced to public in Share Performance and Market Value Having a market value of 260 Million TL as of , ODAŞ Enerji was trading at ODAŞ share Ticker: ODAS, 3.41 TL, the lowest and 6.34 TL, the highest in Company shares returned 86% nominally, and 35% higher the index in % traded at Borsa Istanbul, the foreign investment share of the company is 33.29% within the public rate as of the end of Liquidity Provider Facilities ODAŞ Enerji signed a service agreement with İş Yatırım Menkul Değerler A.Ş. on within the scope of the Liquidity Provider activity which was issued in the Circular of Borsa Istanbul numbered 450 for the purpose of strengthening its current liquidity structure and positively contributing to daily transaction volume. Liquidity Provider Facility aims to reach a deeper share volume with the contribution of being a mechanism which has examples in the global stock exchanges and promotes liquidity in the shares in which it is applied. In this regard, ODAŞ Enerji s shareholders A.Bahattin Özal and Burak Altay gave a call option to İş Yatırım Menkul Değerler A.Ş. for total ODAŞ Shares ( Shares respectively) to İş Yatırım Menkul Değerler A.Ş. provided being only used within this scope and retrieved upon the expiry of the term. Chaging from the Secondary National Market to the Primary National Market ODAŞ Enerji made an application to Borsa Istanbul A.Ş. thereby providing the conditions within the scope of article 13 of Borsa Istanbul Quotation Regulation for the purpose of enabling the shares (traded in the Secondary National Market within 2014) to be traded in the Primary National Market. As a result of the assessment of the application, TL capital of the company was quoted and the Company shares to be traded in the Primary National Market as of ODAS (USD) ODAS (US Dollars) BIST 100 BIST

36 Shareholder Structure* 18% 18% Burak Altay A. Bahattin Özal 29% Korkut Özal BB Enerji Yatırım Borsa İstanbul Free Float 18% 18% Shareholders Group (A) Shares Group (B) Shares Total Shares Share Rate Burak ALTAY ,9% A. Bahattin ÖZAL ,9% Korkut ÖZAL ,9% BB Enerji Yatırım ,9% Borsa İstanbul Free Float ,6% Total % *As of the end of

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38 4D OPERATIONAL HIGHLIGHTS 1,85 million MWh TOTAL ELECTRICITY SALE MW CURRENT CAPACITY Having served meters as of 31 December 2014, Voytron made total 1,85 Million electricity sale in ODAŞ Enerji currently operates with 140MW natural gas cycled power plant and 0,25 MW solar plant. 583,5 gwh TOTAL ELECTRICITY PRODUCTION 500 mw INSTALLED POWER TARGET Total electricity production in 2014 was 583,5 GWh. ODAŞ adopted a medium size and profitable production policy but follow high installed power targets in electricity production. In order to provide this, it started 340 MW thermal power plant in Çan and 8.2 MW HPP investment in Köprübaşı in OPERATIONAL HIGHLIGHTS ODAŞ ŞANLIURFA NATURAL GAS POWER PLANT OPERATIONAL DATA Total Net Electricity Production ( 000 MW) Average Spot Price (TL/MWh) Average ODAŞ Urfa Price (TL/MWh) Price Margin ,5 164,05 313,32 91% VOYTRON OPERATIONAL DATA Total Wholesale Electricity Sale (Million MWh) Total Number of Meters ,

39 4E HUMAN RESOURCES Odaş Enerji Group carefully selects each individual in line with sustainable growth target principles since it started its operations and establishes its young and dynamic working family to add value to our country and the sector as well as through a corporate approach which gives importance to association and diversity. Human Resources policies were created based on the Group values of Creativity and Flexibility, Transparency and Sustainability, Society and Environment Friendliness, Occupational Health and Safety Focus. Within this scope, it aims to carry all individuals to the highest point of their capacities, and the primary targets of Human Resources policies include providing all necessary support in their development, as well as increasing the life qualities of the employees and developing practices to obtain high work peace and satisfaction. Acting with the vision of becoming a leading energy company which distinguishes in the sector with its strategic investments with diversified energy sources and provides sustainable profitability, Odaş Enerji Group carries out its operations with total 85 employees 20% of which is the management level as of the end of % of the group staff is female, 76% is male, and 58% is university graduate. And, all technical staff in the production channel consists of profiles with minimum vocational school graduate, completed all necessary vocational competence training based on their areas of specialization and received their certificates of competence. Aiming to shift the capabilities of all individuals to the highest point, the primary targets of Human Resources policies is to provide all necessary support in their development, as well as increasing the life qualities of the employees and developing practices to obtain high work peace and satisfaction. 38

40 Selection and Placement Activities Odaş Enerji performs group interviews, case studies, vocational knowledge based representations, competence based onetoone interviews with the participation of every management phase in the process of adding the qualified human resource individuals as the new individuals of the group, foreign language tests made by specialized organizations, practices such as personality inventory and detailed reference control phases. Within this scope, 28 persons joined Odaş Enerji in Moreover, 11 vocational school and university students were granted the opportunity of internship. and requirements, potential director determination. Within this scope, in 2014, individual based performance evaluation and onetoone feedback sessions were made for all employees and also an evaluation centre was applied where managerial competences are measured and improvement planning is made by an international organization for the management level. And in 2015, it is intended to apply Balanced Scorecard approach which involves the target spread principle in which the strategic targets of the company are minimized starting from the senior management to all employees as well as numerical criteria. Remuneration and Benefit Management Training and Development Activities Considering the vocational and individual developments of all employees among its primary targets, Odaş Enerji allocates all sources which are required for training its employees through a strategic planning, receives feedback from both directors and employees through performance and competence assessment systems and creates personal improvement plans. In this direction, experienced organizations gave team coaching for management level, functional based vocational improvement trainings for specialist level, and technical improvement trainings mainly including occupational safety for the production employees in Furthermore, all employees were supported by going to seminars and congresses in relation to their areas of specialization, and creating individual and vocational awareness was encouraged. Performance Management Odaş Enerji evaluates the performances of its employees throughout the year through the competence based performance evaluation forms. Following the evaluation process, all results are calibrated on company basis and finalized by mutual feedback by establishing effective communication with the employees. Performance evaluation results are used in many areas mainly including the determination of the future term pays, personal improvement planning, functional training analysis, determination of rotation demands Odaş Enerji Group Pays and Benefit Management system consists of salary market and policy, current salary structure and ability to pay, individual performance and narrow band work levels criteria. A fair and market competitive pay and benefit policy is applied through the regular market analyses made in line with the researches and studies of the specialized independent consulting companies. Internal Communication Activities One of the fundamental human resources policies of Odaş Enerji is creating an open communication based common language with the young and dynamic working family. Thanks to the transparent sharing which is far from hierarchy, it is aimed to produce innovative and solution oriented opinions, thus constantly improve company performance and create a perfection based culture which is adopted by everybody. In this direction, in 2014, many activities were performed including teamworkoriented outdoor activities and sports activities, aid campaigns involving social responsibility, sharingoriented regional and plant visits, open office breakfasts and picnics, department meals in which individual opinions are expressly shared, endofyear communication meetings and celebrations etc. 39

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42 OUR PRINCIPLES OF HONESTY AND VIRTUE WHICH CONSTITUTE OUR FOUNDATION ARE OUR MOST IMPORTANT GUIDES IN OUR PROCESS OF GROWTH AND IMPROVEMENT. 5 CORPORATE GOVERNANCE A. NOTES FOR CORPORATE MANAGEMENT PRINCIPLES COMPLIANCE REPORT 41

43 5 CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT PART I DECLARATION OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES ODAŞ Enerji ( Company ) shows ultimate attention to being in compliance with the Capital Market Board Corporate Governance Principles, adopts equality, transparency, accountability and responsibility concepts while heading towards its targets. ODAS Enerji made ultimate efforts to be in compliance with the nonobligatory principles as well while fully complying with the obligatory ones within the scope of Communiqué of Corporate GovernancePrinciples numbered Serial:II17.1 No:56 in Based on these foundations, Corporate Governance Principles Compliance Works, which were initiated within the company in 2013 and continued throughout 2014, are continued to be operated through many mechanisms established within the Company. At the first phase of the works, amendments were made in the articles of association of the Company so as to provide the shareholders with an equalitarian, accountable, responsible and transparent structure. While the shareholders were given the rights which are stipulated in the Corporate Governance Principles in the articles of association, a better management was aimed in the management structure. The website of the Company was updated to transfer the highest amount of information to the public in a fast, simultaneous, right and complete manner. With such declaration, ODAŞ Enerji adopted a transparent and express way of management, and aimed to create a responsible, accountable management concept to all of its partners mainly including the small shareholders. Justification for the Corporate Governance Principles which Cannot Be Applied Yet Corporate Governance Committee of the Company continues its works to improve corporate governance practices. Full compliance has not been provided yet due to reasons such as the difficulties experienced in applying some of the principles, ongoing discussions both in our country and in the international platform. Principles other than currently applied principles and principles which are not applied now have not lead to any conflicts of interest among the beneficiaries till today. A limited number of principles which are not obligatory to be applied are intended to be implemented thereby making necessary structural amendments and intracompany adjustments in the forthcoming periods. The comprehensive works which are carried out within the scope of the Corporate Governance Principles in our Company and the principles which are not still adapted in the related departments are explained below. Although not expressed in the Articles of Association, nobody in the Company has the power to decide unlimitedly. Pursuant to article of Corporate Governance Principles, the wages paid to the members of the Board of Directors and Senior executives and all other benefits provided are explained to the public by means of the annual report. However, the explanation made is not based on person but to include the differentiation of the board of directors and senior executives. PART II SHAREHOLDERS Investor Relations Department Investor Relations Department fulfils the task of enabling communication between the Board of Directors and current and potential shareholders carrying out necessary processes in relation to such in accordance with the CMB Corporate Management Principles. This department works linked to Corporate Governance Committee as well as Burak ALTAY, Deputy Chairman of the Board of Directors of the Company. Within this framework, Investor Relations Department shall be responsible for; Promoting the Company to domestic and foreign individual and corporate investors Promoting the Company at the current and potentially investor institutions and intermediating institutions, meeting the information request from the analysts in such institutions Replying the questions and requests of the shareholders 42

44 Informing shareholders and potential investors about the improvements of Company proactively and regularly by means of participating in conferences and investor meetings Performing analyses for company share performance, versus peers Replying Company related information demands from domestic and foreign corporate investors except for the Company related information which has not been disclosed to the public i.e. confidential information and trade secrets, Making General Meetings in accordance with the applicable legislation, Articles of Association and other intracompany regulations Preparing the documents which the shareholders can be benefit from at the General meetings and submitting such documents to the investors information through the Company website three weeks before the General Meeting, Keeping records of the voting results by means of the minutes of the General Meeting and submitting the reports where voting results are given to the shareholders information, Fulfilling, observing and tracking the liabilities originating from the capital market legislation including all kinds of matters in relation to financial reporting, corporate governance and public disclosure, Regularly following the content of the Investor Relations section on the website and applying updates when necessary, Preparing presentations regarding the activities and financial condition of the Company for threemonth operating cycles; preparing the list of those who have access to internal information within the framework of the public disclosure of the special cases and tracking to update of that list Ensuring information flow between the Shareholders and the senior executives of the Company and the Board of Directors. ODAŞ Investor Relations Department Name and Surname Title Phone Melih Yüceyurt Finance and Investor Relations Director Mehmet Erdem Aykın Investor Relations Manager Shareholders Exercise of the Right to Obtain Information All kinds of information demands requested from Investor Relations Department are carefully replied provided not being qualified as trade secret or not being qualified as information which has not been disclosed to the public yet within the framework of the principle of equality without making discrimination between the investors. In this direction, the information demands of the shareholders on several matters throughout 2014 were replied in written and verbally, clearly, expressly and in detailed on the phone and by , all kinds of questions were replied to satisfy the investors provided not being within the scope of trade secret. 43

45 Besides, all kinds of data can be reached in relation to informing the investors fully, accurately and uptodate over the Investor Relations section which is included as a separate section on the webpage of the Company (www. odasenerji.com.tr). Announcements for 2014 which could affect shareholders decision are disclosed through Public Disclosure Platform (PDP) and the Company website. As the shareholders right to request the appointment of private auditors is regulated by the legal legislation, there are no regulations in the Articles of Association of the Company with regards to the requesting the appointment of private auditors. There have been no demands with regard to the appointment of private auditors throughout the year. General Meetings General Meetings are held by considering Turkish Code of Commerce, Capital Market Legislation and Corporate Governance Principles to allow and inform broad participation of the shareholder. Ordinary general meeting of the Company shall be held as of the end of the financial period of the Company and minimum once a year and the matters in the agendum which is prepared by the board of directors shall be discussed and resolved by considering the provisions of article 413 of the Turkish Code of Commerce. Notifications and announcements regarding the general meeting shall be announced by considering the minimum periods determined in the provisions of the Turkish Code of Commerce, Capital Market Law and other applicable legislation by means of all kinds of communication including electronic communication to reach as many shareholders as possible. The Ordinary General Meeting of our Company for the year 2013 was held in the Company headquarters at Fatih Sultan Mehmet Mh. Poligon Cd. Buyaka 2 Sitesi No: 8B 2. Kule Kat:17 Tepeüstü Ümraniye/ISTANBUL on 31 March 2014 Monday at 03:00 p.m. The Ordinary General Meeting of our Company for the year 2013 was made under the supervision of the Government Commissioner who was appointed by the Ministry of Customs and Trade of the Republic of Turkey. The agenda, minutes and list of attendants regarding the meeting can be found on the Company webpage. Invitation to general meetings shall be made by the Board of Directors in accordance with the provisions of he Turkish Code of Commerce, Capital Market Law and Articles of Association of the Company. Once the Board of Directors decides to hold the general meeting, it is announced by making necessary explanations by means of Public Disclosure Platform and Electronic General Assembly System. Announcement for the general meeting shall be made minimum 21 days in advance through the webpage to reach as many shareholders as possible in accordance with the procedures which are stipulated in the legislation, and published in the Turkish Trade Registry Gazette and one of the daily published newspapers nationwide with high circulation. Informing documentation shall be prepared in relation to the items of the agendum and announced to the public before the General Meeting and legal processes and legislation shall be abided by in all notifications. Withi regards to agenda items of the General Meeting, financial tables and reports including the audited yearly Activity Report, Corporate Management Compliance Report, profit distribution suggestion, independent audit reports and text and justification of amendment if any amendments are to be made in the Articles of Association, Information Policy, Remuneration Policy, Dividend Policy, resumes of all candidate members of the Board of Directors along with the independent ones and other documents which constitute basis for the items of the agendum shall be kept accessible for examination to be reached in the easiest manner by the shareholders at the Company headquarters and on the Company webpage three weeks before the General Meeting. General Meetings are held instantaneously physically and electronically at the Company Headquarters and Electronic General Assembly System. The location for the General is planned to attend all participation and shareholders easily. The agenda items of the General Meeting shall be determined clearly and not leading to different comments to enable the evaluation of each proposal under a different title. During the General Meeting, the matters which are included in the agenda are conveyed to the shareholders in an objective and detailed manner with a clear and comprehensible method, and the shareholders are given the chance to explain their opinions and ask questions under equal conditions. The members of the Board of Directors and senior executives of the company make necessary explanations about the questions which are asked by the shareholders during the General Meeting. 44

46 Before the General Meeting, power of attorney samples and voting procedures are submitted for the use of the shareholders who will be represented by a proxy via newspaper announcements and webpage. Open voting method by raising hands is used for each agenda items at our General Meetings. After the General Meeting, the meeting minutes are kept in the minutes book of the Company. The meeting minures can be accessed from Public Disclosure Platform, Electronic General Assembly System as well as company website. The meeting minutes, list of attendants, agenda are submitted for the evaluation of all domestic and foreign investors instantaneously. At the Ordinary General Meeting for the year 2013, the electronic general assembly preparations were completed in accordance with the legal regulations pursuant to article 1527 of the Turkish Code of Commerce. The announcement for invitation for meeting was made as stipulated in the Law and Articles of Association and to contain the agendum on thereby being announced in the Public Disclosure Platform (PDP), Electronic General Assembly System (EGAS) of Merkezi Kayıt Kuruluşu A.Ş., Turkish Trade Registry issue dated 10 March 2014 and numbered 8524 and on the webpage of the Company. From the examination of the list of attendants, it was understood that from the shares each of which has a nominal value of 1 TL corresponding total TL capital of the Company, shares corresponding total TL capital were represented at the meeting by proxy and thus the meeting was opened by the president of the meeting board upon understanding the minimum quorum which is stipulated both in the law and in the articles of association were present. At the Ordinary General Meeting for the year 2013, the shareholders were given the rights to ask questions and no questions or opinions were directed by the shareholders in the Wishes and Requests section which is the last agenda item The agenda, list of attendants and minutes of the meeting regarding the general meeting are available for the examination by the shareholders at the Company headquarters. Furthermore, the information and documentation regarding the general meeting are submitted for shareholders and all beneficiaries in the Investor Relations section of the Company webpage. A separate item of agenda is included at the general meeting in relation to the amount of donations and aids given in In this context, as is specified in item no 17 of the agenda of the Ordinary General Meeting for the year 2013, total TL donations and aids were given in The shareholders did not make any significant transactions to cause conflict of interest with the board of directors who have the control of management, the directors with the responsibility of administration and their spouses and up to second degree relatives by blood and by marriage, partnerships or affiliates. Rights to Vote and Minority Rights At the General Meetings, the voting procedure is announced to shareholders at the beginning of the meeting. Practices which obstruct the right to vote are avoided at the Company. At the ordinary and extraordinary general meetings of the Company, group (A) shareholders have 15 rights to vote for each share; and group (B) shareholders have 1 right to vote for each share. At the general meetings, shareholders can be represented through the proxies who will be elected among them or externally. The proxies who are at the same time shareholders in the Company shall also be authorized to exercise the votes of the shareholders that they represent besides their own votes. The form of the certificate of authority shall be determined by the board of directors within the framework of the Capital Market Board. The certificate of authority has to be in written. The proxy has to exercise the vote in line with the request of the assigner provided the authority is specified in the certificate of authority of the assigner. The relevant regulations of the Capital Market Board shall be abided by with respect to voting by proxy. At the General Meetings, votes shall be exercised thereby raising hands by showing the documents which also determine those exercising votes by proxy within the framework of the regulations of the Capital Market Board. However, secret vote shall be sought upon the request of those having onetwentieth of the company capital among the present shareholders. Group (A) shares have the privilege in determining the board of directors and exercising votes at the general meeting within the framework of articles 7, 8 and 10 of the articles of association (Board of Directors, nominating to the Board of Directors, election of the chairman and the deputy chairman, right to represent the company and the right to vote at the General Meeting). Group (B) shares, on the other hand, are not granted 45

47 any special rights or privileges. There are no companies with mutual participation. There are no provisions in the articles of association with regard to the determination of the minority rights as lower than onetwentieth of the capital. Likewise, there are no provisions with regard to the representation of the minority rights in the management and the use of the method of exercising cumulative vote in the articles of association. Dividend Rights The dividend rights of the company shall be determined by considering the provisions of the Turkish Code of Commerce; Capital Market Legislation; Capital Market Board (CMB) Regulations and Decisions; Tax Laws; other applicable legal legislations and the Articles of Association of our Company. In the profit distribution, a balanced and consistent policy is followed between the shareholders and company interests in accordance with the Corporate Governance Principles. Divedend distribution will be submitted for the shareholders information at the General Meeting as a separate agenda item every year. The company s profit distribution policy is published in the yearly annual report and company webpage. The company has no privileged shares in terms of profit distribution. Each share of the company has the right to obtain profit share at an equal rate. The Company can distribute dividend in advance to its shareholders within the framework of the regulation in article 20 of the Capital Market Law. The way and time of distribution of the profit which is decided to be distributed shall be decided by the general assembly upon the proposal of the board of directors in this regard. Within the framework of article 20 of the Capital Market Law and article 9 of the notice of the Capital Market Board numbered Serial: IV No.27, it was decided to set off the profit share advance to be distributed from the extraordinary reserves in the balance sheet of the previous year in case sufficient profit is generated or loss is generated at the end of the fiscal period or by recording as revenue thereby converting the guarantee into money against dividend advance pursuant to article 10 of the same notice and offset from that amount in case the amount of extraordinary reserves are not sufficient to pay the loss. Share Transfer For and in case of the share acquisitions which result in the shares of a shareholder exceeding five percent of the Companycapital and/or share transfers which result in the shares of a shareholder falling below the above rates upon the direct or indirect acquisition of the shares which represent five percent or more of the Company capital by a real or Corporate Entity, the approval of the Energy Market Regulatory Board will be taken every time, and necessary material disclosures will be announced pursuant to the Capital Market legislation. This provision shall also be valid in case of acquisition of the right to vote. Even if there is no share transfer in question, the establishment of privileges, removal of privileges or issuance of dividend certificates will be submitted to the approval of the Energy Market Regulatory Board regardless of the above stipulated proportional limits. The Board of Directors shall have the power to refuse the approval of the transfer and abstain from recording in the share book by justifying the realization of the purpose of the Company and protection of the economic independence. No restrictions can be brought for the transfer of group (B) shares which will be traded on the stock market. In case the market share limits which are stipulated in the applicable legislation are exceeded when the banks and/or financial organizations have a control on the Company and/or have subsidiary relationship with the Company pursuant to the provisions of the loan contract such as the default of the company in its payments within the scope of project financing which is provided irrevocably, such breach will be eliminated within the time given by the Energy Market and Regulation Authority to such banks and/or financial organizations. Provided the abovementioned provisions are reserved, the transfer of the registered shares of the Company shall be subject to the relevant provisions of the Turkish Code of Commerce, Capital Market Legislation and Energy Market Regulation Authority Legislation. PUBLIC DISCLOSURE AND TRANSPARENCY Corporate Website and Its Content Company website address is com.tr 46

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