EGELİ & Co YATIRIM HOLDING A.Ş. and Its SUBSIDIARIES. F i n a n c i a l D a t a 2013* 2012* 2011* 2010* 2009*

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1 Sovereign* National International Corporate Credit Rating TURKEY Non-Financial Sector Conglomerate-Private Equity Long Term *Assigned by Japan Credit Rating Agency, JCR on June 28, Short Term Foreign Currency BBB- A-3 Local Currency BBB- A-3 Outlook FC Stable Stable LC Stable Stable Local Rating BBB- (Trk) A 3 (Trk) Outlook Stable Stable Sponsor Support 3 - Stand Alone B - Foreign Currency BBB- - Local Currency BBB- - Outlook FC Stable - LC Stable - Senior Analyst: Zeki Metin ÇOKTAN/ zekic@jcrer.com.tr Assistant Analyst: Dincer SEMERCILER/ dincer.semerciler@jcrer.com.tr Growth Rate (%) ROAA (%) Equity Margin (%) Equity / Total Assets (%) ROAE (%) Asset Utilisation (%) EGELİ & Co YATIRIM HOLDING and Its SUBSIDIARIES F i n a n c i a l D a t a * * * * * Total Assets (000 USD) 19,465 54,459 22,226 7,153 7,553 Total Assets (000 TRY) 41,469 96,806 41,983 10,998 11,233 Equity (000 TRY) 35,914 43,331 41,190 10,889 11,198 Net Profit (000 TRY) -4,031 1, ,811 Asset Margin (%) ROAA (%) ROAE (%) Equity/Assets (%) Equity Margin (%) Liquidity Requirement (%) ,205 22,695 34,316 Asset Utilization (%) Asset Growth Rate (%) Company Overview Egeli & Co Yatırım Holding (Holding) is a venture capital and private equity firm with an operational history dating back to 1994, located under the wider Egeli & Co Group. The Company operates in the fields of financial investments across the Turkish Capital Markets and undertakes real investment projects primarily in the fields of energy and agriculture along with its subsidiaries Egeli & Co Girişim Sermayesi Yatırım Ortaklığı, EGC Elektrik Enerji Üretim San. and Tic. and Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı Tan EGELİ is the founder and the qualified shareholder of the Group with two listed venture capital companies within its organizational structure. The Company has identified the sectors of energy, real estate, infrastructure, finance and agriculture as potential areas investment in line with the Company strategies. Strengths Diversity of operational fields that carry strategic importance High share of equity in the funding of operational activities Expected significant levels of cash flow in the future upon completion of ongoing investment projects Tax privileges enjoyed by the venture capital investment trusts within the Group s organizational structure Balance sheet structure with negligible exposure to FX risk and other pressures arising from market risks High level of capabilities regarding the determination of integrated Group strategies Constraints Inability to attain a level of internal profitability generation capacity that will support the Group s equity Inadequate level of gross operating revenue in relation to operational expenses resulting from the high cost of sales level, related to the ongoing investment period Possible delays in the cash generation potential of the Company s current stock of investment portfolio that carry high value-adding potential Unfamiliarity of private-equity as an asset class in the Turkish Capital Markets and the difficulties associated with attraction of investment The effects of the ongoing economic and political instability on the lira and ability to raise funds in the market Publication Date: May 28, 2014 Global Knowledge supported by Local Experience Copyright 2007 by JCR Eurasia Rating. 19 Mayıs Mah., 19 Mayıs Cad., Nova Baran Plaza No:4 Kat: 12 Şişli-İSTANBUL Telephone: Fax: +90 (212) Reproduction is prohibited except by permission. All rights reserved. All information has been obtained from sources JCR Eurasia Rating believes to be reliable. However, JCR Eurasia Rating does not guarantee the truth, accuracy and adequacy of this information. JCR Eurasia Rating ratings are objective and independent opinions as to the creditworthiness of a security and issuer and not to be considered a recommendation to buy, hold or sell any security or to issue a loan. This rating report has been composed within the methodologies registered with and certified by the SPK (CMB-Capital Markets Board of Turkey), BDDK (BRSA-Banking Regulation and Supervision Agency) and internationally accepted rating principles and guidelines but is not covered by NRSRO regulations.

2 1. Rating Rationale In the assignment of the ratings for the consolidated structure of Egeli & Co Yatırım Holding and its subsidiaries, quantitative and qualitative assessments regarding the Company s on and off balance sheet financial positions, shareholder structure, the strategic market conditions inherent in the energy production, agriculture and livestock breeding industries in which the Holding is active, the extent of regulations relating to its operational fields by the Capital Markets Board (CMB) along with the intensity of trade relationships that exist with the Company s unconsolidated subsidiaries have been taken into account. The upward trend observed with respect to operational effectiveness and the diversification of Company assets across different fields in order to support the internal generation capacity required for a sound equity level are the major factors that form the basis of the Company s stable outlook in the short and long-term. In the assignment of short and long-term ratings, the management s successful operational track record, the concentration of the Group s operations in regulated markets and the adequate level of equity have been the major positive factors. It is estimated that the stated factors will play an important role in driving the profitability performance of the Company in the future. In the compilation of this rating report the fiscal structure of the following companies which are direct or indirect fully consolidated subsidiaries of Egeli & Co Yatırım Holding, Egeli & Co Girişim Sermayesi Yatırım Ortaklığı and its subsidiary Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret and Enda Enerji Holding EGC Elektrik Enerji Üretim San. ve Tic., As well as the shares in Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı which is treated as a financial investment, have been the subject of risk analysis and assessment by JCR Eurasia Rating. The rating of financial results have been based on the audited financial statements of the Holding and its affiliates, subsidiaries and joint ventures, and the databases of the Capital Markets Board and JCR Eurasia Rating. The principle rating drivers are, Diverse Operational Fields with Strategic Importance, The renewable energy and agriculture sectors which represent the principle focus of the Company s investments possess remarkable growth potential in the 2 medium and long-term, driven by Turkey s expanding economy, population and the rise in per capita consumer income. Given the scarcity of arable land and lack of natural energy resources, both sectors are of national importance and are expected to attract significant level of domestic and foreign investment. Robust Equity Level, The Company principally relies on internal resources to fund its operations, with the share of equity consistently attaining a value greater than 90% in the last 5 years with the exception of due to the TYR50mn bank loan that significantly increased the share of short-term liabilities. Extensive Regulation in the Market, As a licensed firm operating in the Venture Capital and Private Equity Sector, the Company is subject to the regulation and supervision of the CMB, which increases the general level of transparency and limits excessive risk concentration and utilization of leverage. In addition, such circumstances result in a high level of compliance with Corporate Governance Principles and will contribute to the growth and development of the industry in the medium and long-term. Sound Risk Management Practices, The Company has a negligible level of foreign exchange risk and other risks such as market and commodity risks are monitored on a continual basis by the Corporate Governance Committee under the Board, resulting in a balance sheet structure with low risk exposure. Insufficient Internal Equity Generation Capacity, As the Group s projected investments have not yet been completed, the contribution of sales revenue in supporting the Company s growth remains limited, despite the attainment of a positive working capital, a major indicator of liquidity. Significantly High Cost of Sales Level, In, the ratio of cost of sales to total sales exceeded 90%, limiting the Company s ability to cover rising operational expenses and exerting downward pressure on Company profitability. It is expected that as Company s investments reach a size and scale sufficient to support Company profitability, the pressures on cost of sales will be eased. Unfamiliarity of Private Equity as an Asset Class, The private equity and venture capital sector has a relatively recent history in Turkey and has not yet reached the level of development and scale seen in advanced economies. As such, despite offering generous returns, its ability to attract individual and corporate investors and access long-term funding resources remains limited at present.

3 Ongoing Political and Economic Risks, Ongoing domestic political tension, uncertainty associated with upcoming presidential elections, reduction in investor appetite for emerging markets following the tapering of the Federal Reserve s Quantitative Easing (QE) policies, increase in interest rates and devaluation of the Turkish Lira (TRY) on the international currency markets are expected to lead to an economic slowdown which carries the potential to exert downward pressure on yields for investors. Taking into account the listed factors, JCR Eurasia Rating has assigned Long Term National Local Ratings of BBB- (Trk) for the Company, denoting an investment grade level. It must be noted that in line with changes in the legal framework, Egeli & Co Yatırım Holding has removed the subsidiaries of Egeli & Co Girişim Sermayesi Yatırım Ortaklığı and EGC Elektrik Enerji Üretim San. ve Tic. from consolidation as of March, 2014 and instead began treating them as financial assets. In addition, Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret A.Ş, a subsidiary of Egeli & Co Yatırım Holding, was excluded from consolidation as of March The changes on the financial results resulting from differing consolidation principles has been provided for year-end results, yet no revisions have currently been made for the years prior to. As such, due to the lack of an appropriate data set that would enable series and trend analysis, the rating assessments undertaken by JCR Eurasia Rating have been based on the series formed in accordance with the previous consolidation principles. However, in the case of revision in data belonging to the years, and, the current rating assessment outlined by JCR Eurasia Rating will be subject to review. The changes resulting from new consolidation principles on the year-end financials have been provided in the table below. TRY Previous- Restated- Differences I. CURRENT ASSETS 29,801,010 1,460,464-28,340,546 II. NONCURRENT (FİXED) ASSETS The effect of adjustment in March, ,668,139 41,609,665 29,941,526 TOTAL ASSETS 41,469,149 43,070,129 1,600,980 I. SHORT TERM LIABILITIES 5,273,882 7,719,474 2,445,592 II. LONG TERM LIABILITIES 281, ,422-4,711 F- EQUITY 35,914,134 35,074, ,901 TOTAL RESOURCES 41,469,149 43,070,129 1,600,980 - P/L FOR THE PERIOD -4,030,958-1,133,661 2,897, Outlook It must be noted that despite the independent organizational structure within the consolidated subsidiaries of Egeli & Co Yatırım Holding, the managerial and daily operational tasks are addressed via the Company s headquarters. Such arrangements lead to significant costsavings and create trade synergies as well as increasing the Company s ability to determine integrated strategies for the Group as a whole. JCR Eurasia Rating has assigned a stable outlook for the Company s short-term ratings, taking into consideration the fields of operational activity belonging to Egeli & Co Yatırım Holding and its subsidiaries, the maintenance of a definitive shareholder structure, and the ongoing investments and projects nearing completion. On the other hand, the risk protection offered by the tax privileges deriving from the venture capital investment trust (VCIT) status belonging to the subsidiaries within the Holding s organizational structure, the cash-flows expected to be generated from the Company s planned investments along with the alignment of the Company s operational assumptions with market expectations have been the major factors in the assignment of the Company s longterm outlook as stable. 3. Sponsor Support and Stand-Alone Assessment The Sponsor Support ratings and their risk assessments reflect the financial and non-financial positions of Tan EGELİ, who is among the leading shareholders of the Group that is listed on the market, and potential support from the wider operating system regulated by public authorities. It is believed that the shareholders have the propensity to provide long-term liquidity and equity to the Company should such a need arise as well as lend it necessary operational support. However, JCR Eurasia Rating does not have a conclusive opinion on the fiscal strength of the EGELİ family given the lack of appropriate data. Taking into consideration its equity trend, the Sponsor Support of the Group has been determined as (3). The Stand-Alone grade has been constituted with respect to Egeli & Co Yatırım Holding and its subsidiaries level of asset quality, equity structure, risk management practices, market shares, growth rates and the development of potential risks in the markets and the wider operating environment. JCR Eurasia Rating is of the opinion that Egeli & Co Yatırım Holding has reached the level of adequate experience and skills to manage the incurred risks on its balance 3

4 sheets without any assistance from its shareholders, on the condition that it maintains its current customer level and efficiency in the market. As such, the Stand- Alone grade of the Company has been determined as (B) on JCR Eurasia Rating s notation scale which indicates an adequate level. 4. Company Profile a. History and Activities Egeli & Co Yatırım Holding is a company, with an operational history dating back to 1994, that belongs to Egeli & Co Grubu and is active in the fields of featured financial services and real investments. The two venture capital companies contained within the Holding s structure and its affiliates are publicly traded. The Company was established in 1994 in order to carry out its activities in the capital markets under an investment trust status with the title of Varlık Yatırım Ortaklığı. Following the listing of its shares in 1998, the Company s operational status was subject to a change in, and was transformed into a conglomerate structure under the name of Egeli & Co Yatırım Holding. Egeli & Co Yatırım Holding has maintained its operations as a private equity Company since. Energy, real estate, infrastructure, financial and agricultural sectors were determined as strategic areas of focus in which the Company seeks investment opportunities. other hand, the asset management side of the business is carried out by Egeli & Co Portföy Yönetimi (EPYAŞ) which includes the identification of potential targets, market analysis, valuation and due diligence studies. The reports compiled by EPYAŞ are presented to the Company s investment committee and subject to Board approval, the Company proceeds with the necessary investments. As of the reporting date, the Company s Board Members have been given in the table below. Tan EGELİ Akın AYDIN Atilla Muzaffer EGELİ Mehmet Cemal TÜKEL Ahmet Berker ARGUN Board Members Chairman Vice Chairman Board Member Independent Member Independent Member c. Shareholders, Subsidiaries and Affiliates Egeli & Co Investment Management S.A is the largest qualified corporate partner of Egeli & Co Yatırım Holding with a rate of 39.13% while the majority of shares belong to the public with a rate of 54.72% as of FYE. The following tables provide the detailed breakdown of the Company s shareholder structure which has a registered capital of TRY 40mn along with an upper limit of TRY 250mn. The Company maintains its existing investments in the field of agriculture via Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı whereas the investments in the energy field and planned infrastructure projects are managed through Egeli & Co Girişim Sermayesi Yatırım Ortaklığı which is publicly traded. The production of electric energy from sustainable and renewable sources is carried out by EGC Elektrik Enerji Üretim San. ve Tic. All three companies constitute the Holding s subsidiaries. b. Organization and Employees As Egeli & Co Yatırım Holding is a financial investment Company focusing on real asset investments, it doesn t require the sheer organizational structure of larger firms with complex operations. The Company operates through its headquarters in Istanbul with no other branches or representational offices. As such, the Company employed a workforce of 9 as of FYE. The administrative and financial affairs of Egeli & Co Yatırım Holding are managed by the relevant department within the Company, whereas on certain matters relating to legal issues, the Company receives legal consultancy from an external law office. On the 4 Egeli & Co Yatırım Holding A.Ş Shareholder Structure Egeli & Co Investment Management S.A Egeli & Co Portföy Yönetim 4.00 Egeli & Co Investment Management S.A. The Company, originally set up for the purpose of managing offshore accounts, is wholly owned by Mr. Tan EGELİ and currently inactive. Egeli & Co Portföy Yönetim Share (%) Tan Egeli Egeli & Co Finansal Yatırımlar Others/Public Mehmet Fikret Sebilçioğlu 0.00 Ersoy Çoban Atilla Muzaffer Egeli 0.00 Ebru Egeli 0.48 Murat Çilingir Egeli & Co Special Situations Fund 1.25 TOTAL (%) Paid Capital (TRY/000) 40,000 9,027 The Company (abbreviated as EPYAŞ) was established in as an independent portfolio management company focusing on capital markets and alternative asset classes. The Company is authorized and regulated

5 by CMB. All shares of the company are owned by Egeli & Co Finansal Yatırımlar as of whereas shares belonging to Tan Egeli, Murat Çilingir, Ersoy Çoban and Ebru Egeli were transferred to Egeli & Co Finansal Yatırımlar by the end of. The Company provides portfolio management, investment management, risk management and investment advisory services for domestic and foreign institutional investors, family offices and private individual portfolios since EPYAŞ focuses on agriculture, energy, real estate, substructure and special cases besides traditional stocks and fixed yield security. The Company is the investment advisor and portfolio manager of investment platforms such as EGLYO, EGCYO and EGCYH which are traded on The Istanbul Stock Exchange (BIST). As of FYE, the Company had a paid-in capital of TRY 750,000 along with an asset size of TRY 2.08mn. Shareholders Structure As of Dec, Egeli & Co Finansal Yatırımlar Tan EGELİ 92.00% Other 8.00% Egeli & Co Portföy Yönetim Egeli & Co Finansal Yatırımlar % Egeli & Co Investment Management S.A. Paid Capital/TRY(000) 2, n.a Information on the Holding s subsidiaries and affiliates has been provided below. Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı The Holding company has a 27.62% shareholding rate in the capital of Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı, with the Company holding responsibility for the management of the Group s investments in the field of agriculture. It was established with investment trust status in 1994, and following a change in its operational status in, was transformed into a venture capital company. Despite the volatility of returns relating to fluctuations in supply and demand as well as natural conditions, the agriculture sector possesses a strategic role in the long-term % of the Company shares are publicly traded and investments of Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı in the agricultural field are carried out by the below-mentioned three separate affiliates, including Batı Tarımsal Yatırımlar Doğa Tarım Hayvancılık Gıda Pazarlama San. Ltd. Şti Tolina Tarım Hayvancılık Gıda ürünleri San. ve Tic. Batı Tarımsal Yatırımlar The company, based in Denizli, was established by Egeli & Co Yatırım Holding in and operates in the fields of seasonal crop cultivation and ovine farming. It maintains rehabilitation works in a field corresponding to a total area of 1,296 decares in accordance with its cultivable land projects as of FY. The necessary investments, infrastructural works and seasonal plantings of purchased lands were carried out in. The mission of the company is to provide long term returns for its shareholders and contribute to regional prosperity and employment. The Company has secured a remittance provided by the European Union in order to invest in a sheep farm with the purpose of milk production including 500 sheep. The construction of the farm set-up on a 40-acre land was completed in December including the set-up of necessary equipment in January 2014 with the commencement of sheep procurement in the beginning of The share of Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı in the Company stands at 100%. Doğa Tarım Hayvancılık Gıda Pazarlama San. Ltd. Şti. The Company was established in and acquired by Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı in. By the end of, the farm contained 536 cattle, 281 of which are dairy cattle. The firm has planned increases in the number of livestock through the completion of ongoing investments, organic growth of existing livestock and execution of new acquisitions in The production standards of the farm are in line with the European Union criteria. The share of Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı in the mentioned affiliate is 100%. Tolina Tarım Hayvancılık Gıda Ürünleri San. ve Tic. The Company was established with a 200 dairy cattle capacity in the Bayındır district of Izmir. Following the acquisition of 42.57% of the Company s shares by EGC Tarım Girisim in October, modernization works were completed and the Company has carried out the imports of 200 pregnant heifers. The total livestock of the farm is 268, 184 of which are dairy cattle used in milk production. The share of Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı in the mentioned affiliate is 43.57%. The shareholding structure of the three subsidiaries operating in the field of agriculture has been provided in detail in the table below. 5

6 Shareholders Structure As of Dec, Batı Tarımsal Yatırımlar Egeli & Co Girişim Sermayesi Yatırım Ortaklığı As of March 2014, the Holding company holds 84.03% of the capital of Egeli & Co Girişim Sermayesi Yatırım Ortaklığı which operates as a venture capital company evaluating potential investment opportunities in the fields of energy, infrastructure and waste management. The Company was established in 1998 by Akbank T.A.Ş with the title of Ak B Tipi Yatırım Ortaklığı Following its acquisition in, its shares began trading on the Istanbul Stock Exchange (BIST) with a rate of 15.97%. Moreover, the Company s operating status underwent a change from investment trust status to venture capital trust. The investments of Egeli & Co Girişim Sermayesi Yatırım Ortaklığı in energy sector are carried out by the two below-mentioned separate affiliate firms. Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret Enda Enerji Holding Aş Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret The Company is responsible for the operation of Balıkesir Bigadiç Adalı Çeribaşı and Balıkesir Balya- Ilıca geothermal fields with part of the shares belonging to NRG Energy. The shares of company with a rate of 50 % belong to Egeli & Co Girişim Sermayesi Yatırım Ortaklığı. Enda Enerji Holding Doğa Tarım Hayvancılık Gıda Pazarlama San.Ltd. Şti. The Company has operated in the energy sector in the Aegean and Mediterranean regions of Turkey since 1993, principally in the field of renewable energy generation. In addition to the development of various production technologies given its investor status, the Company is occupied with the development of energy investment projects, realization of related investments, running production plants and energy trading. Since 2004, it has provided electricity to corporate and private customers that fall under the category of free consumer. The Company is in a position to supply electricity at suitable prices to its customers all year round, mainly resulting from its capabilities as a Tolina Tarım Hayvancılık Gıda ürünleri San. Ve Tic. Egeli & Co Tarım Girişim Sermayesi YO % % 43.57% Other 56.43% Paid Capital/ TRY (000) 2,000 2,500 3,215 6 generator of electricity from renewable resources as well as the operation of natural gas plants. The Company has various affiliates and subsidiaries within its organizational structure namely Gönen HES, Pamuk, Su Enerji, Antalya, Akçay, Tuzla, Tirenda, Egenda, Yaylaköy, RES İYTE, Solenda, Ardenda ve İzmir Teknoloji operating in the fields of hydroelectric, wind, geothermal and natural gas. Within this context, asset allocation of Enda Energy consists of 51% natural gas, 46% hydroelectric and 3% geothermal investments. EGC Elektrik Enerji Üretim San. ve Tic. The Holding owns 100% of the capital of EGC Elektrik Enerji Üretim San. ve Tic. The Company carries out the establishment of integrated electricity production plants in the Baklan region of Denizli from renewable sources, as well as undertaking the acquisition and renting out of existing plants. It must be noted that as of May, 2014, the Company withdrew its license application from the Energy Markets Regulatory Authority and is looking into alternative investments in the field of renewable energy. d. Corporate Governance As the Company is publicly listed, it exhibits a high level of compliance with Corporate Governance Principles of the CMB. There are privileges associated with Company shares regarding the selection of Board members. The mentioned privileges have been stated clearly in the Company s website. The Company has a detailed and well-organized website providing updated information to the Company s shareholders and stakeholders. It must be noted that the English version of the website does not have the Company s year-end annual report for. At present, the Company s Board consists of 5 members, 2 of which are independent. There are 3 committees operating under the Board; audit, corporate governance and risk committees. The heads of each committee have been drawn from the independent members of the Board. In addition, the Company formed an Investor Relations Unit which provides the appropriate communication channels with potential investors, easing the use of shareholder rights. However, the investor relations director doesn t hold the necessary license specified in the Corporate Governance Regulations for listed companies. In addition, the investor relations director has no presence on the Corporate Governance committee. According to the current legal framework,

7 the Company is under obligation to comply with the mentioned requirements by July JCR Eurasia Rating is of the opinion that the management teams of the venture capital companies that are contained within the Holding s organizational structure possess the necessary skills and expertise to judge whether the new ventures have the necessary technological infrastructure, determine their viability, the market potential of end-products and assess their entrepreneurial dynamism. e. The Company and its Group Strategies At present, the Company operates as a fund of funds through its shares in Egeli & Co Tarım Girişim Sermayesi Yatırım Ortaklığı and Egeli & Co. Girişim Sermayesi Yatırım Ortaklığı In addition, it evaluates real asset investments that remain outside the current fields activity covered by the mentioned Companies. Another major area of focus by the Company is Special Situations which refers to shorter term, more specialised investment opportunities. The medium and long-term strategy of the Company will be to decrease its share in venture capital investment trusts and as such limit its activity as a fund of funds firm and instead place greater emphasis on generalist special situation investments. In line with these plans, the Company s shares in venture capital investment trusts will be reduced to the minimum legal limits currently allowed by the CMB and the freed resources will be utilised in special situations. As such, the Company plans to strengthen its cash generation capacity and subsequent cash-flow potential. Overall, the Company aims to build a successful track record by making successful exits from its long-term investments and use the resulting revenues to increase its capital and expand operational volume. 5. Sector Overview & Operational Environment The private equity and venture capital industry forms the principal focus of the current operational activities of Egeli & Co Yatırım Holding In addition, the Company has investments in agriculture with a focus on stock-farming and energy, concentrating on electricity production. Risk venture and Private Equity Sector The early foundations of the private equity and venture capital sector globally date back to the period following the Second World War. In Turkey, the sector is relatively new beginning in the early 1990s. The operational activities of Private Equity and Venture Capital Investment Trusts are regulated and supervised by the CMB with the publication of the first legal comminique concerning the sector in As such, the CMB aims to prevent the emergence of serious risks and potential damage in the sector by imposing limits on excessive leverage and concentration of risk. The incentives provided for the players and investors in the sector regarding the fields of corporate and stoppage taxes, help to increase the attractiveness of the sector in the eyes of the investors. The legal infrastructure in Turkey has been based addressing the needs of both the venture capital and private equity sectors. As a general trend, venture capital firms in Turkey do not have the tradition of investing in prototype ideas at the initial stages of development through the injection of start-up capital. Instead, they aim to invest in already established loss-making or newly expanding companies to develop them further and meet their growing capital needs. The first venture capital in Turkey was established in As of FYE, there were a total of 13 Private Equity and Venture Capital Investment Trusts operating in the sector, 8 of which were publicly traded with an aggregate asset size of USD 770mn based on data compiled by the CMB. The two largest players in the sector include Gözde Girişim Sermayesi Yatırım Ortaklığı and İş Girişim Sermayesi Yatırım Ortaklığı, controlling 85% of the market taking into account the sector s total asset size. The market share of the two PEVCITs belonging to Egeli & Co Group is 3.67%. As such, the sector has an oligopolistic market structure. It must be borne in mind that despite the recent progress recorded in the Turkish Capital Markets with respect to the development of individual savers, insurance firms, pension funds, investment banks, government bonds and endowments, it has not yet reached a level to be able to supply long-term adequate funding for the system. The established venture capital companies in the market operate with insufficient levels of equity. The major challenges faced by the sector include the difficulties relating to the exits from projects and the subsequent generation of cash proceeds. Agriculture Sector Agricultural production, demand for agricultural products and agricultural commodities generally seem to follow an upward trend on a global scale. The share of arable land in Turkey has maintained a downward trend for the last 15 years, with the decline of technology and capital intensive production. However, various incentives have been put in place by 7

8 official authorities to address issues arising from low technology utilization and small scale agricultural land arising from old fashioned inheritance laws. The aggregate agricultural output of Turkey has exhibited an upward trend the recent years, principally through increases recorded in the production of milk, beef, barley, tomatoes and chicken. Turkey carries a significant potential in the agriculture sector, ranking 1 st in Europe and 7 th globally based on agricultural output. In addition, in the wider agriculture sector significant developments have been recorded in the fields of meat and milk production. With an annual raw milk production exceeding 15mn tonnes, Turkey is considered to be among the leading global producers, exporting to 25 different countries, with a primary focus on the Middle East. As such, the milk production sector has strategic importance. Energy Sector (Electricity Industry) The energy policies of Turkey are managed centrally through the Ministry of Energy and Natural Resources, based in Ankara. The national policy currently in place aims to reduce the dependency on imports and increase domestic production with a heavy emphasis on the greater use of renewable sources of energy. Natural gas power plants currently have the highest share in the generation of electricity with a share of 44%, followed by coal-based thermal plants and hydraulic power plants with shares of 28% and 10%, respectively. The energy needs of the developing Turkish economy continue to expand. The establishment of Energy Markets Regulatory Authority (EMRA), the major regulator in the sector, initiated a period of liberalization and privatization. The per capita electricity consumption of Turkey, which traditionally has a deficit, is at a level attained by Europe in the 1950s, corresponding to approximately a third of the value attained. In order to fuel growth in the locomotive sectors of the Turkish economy of automotive, textiles, manufacturing and mining, the current capacity needs to be expanded in the future 10-year period by a factor of 3 at the very minimum. As such, the Turkish electricity sector currently has a positive future outlook, attracting a significant level of foreign direct investment. (FDI) 6. Financial Analysis a) Financial Indicators and Performance i. Indices relating to size The consolidated assets of Egeli & Co Yatırım Holding exhibited a cumulative growth rate of % for 8 the 2007 to period. The highest level of growth was recorded in with a rate of %. Following the period of expansion, growth rates experienced a downward trend and the Company recorded a contraction of 57.16% in , The repayment of a TRY 50mn bank loan including the related interest expenses in resulted in a significant rise in current assets and liabilities for and a notable fall in as displayed below Annual Growth (%) Cumulative Growth (%) Asset Growth Rate (%) Grafik Başlığı However, when the effects of the mentioned bank loan and the associated volatility on growth are eliminated, it is observed that Company s real growth was provided via the increase in equity. On the other hand, despite the Holding s rising sales revenue, the high level of cost of goods and services sold resulted in an inadequate level of operating income, exhibiting an unstable development trend. This Current Assets (%) Non-Current Assets (%) Equity (%) Long Term Liabilities (%) Short Term Liabilities (%) Resource Distribution % ,000 1,500 1, % 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%

9 Binler PRIVATE EQUITY largely arises from the continuous investment period undertaken by the Company in the last few years. ROAA (%) ROAE (%) Principal Activity Revenues Net (TRY/000) ii. 2, ,391 Indices relating to profitability 1,118 7,000 6,000 5,000 4,000 3,000 2,000 1,000 Sales and valuations of long-term portfolio/subsidiary and financial assets, dividend revenues and income from deal-making activities constitute the principle sources of revenue for the Holding. Despite the absence of longterm portfolio and subsidiary sales in the past, 12.98% of total long-term investment revenue during FY resulted from the sale of KRC Gayrimenkul Yatırım Despite the Holding s satisfactory level of equity and low level of leverage, its restrained internal equity generation capacity weakens its ability to meet interest expenses with the interest coverage value attaining a negative value in Interest Coverage Ratio (%) Gross Revenues % % From sales of investment Commission and other Income It must be noted that the drop in the Company s sales revenues for the year, provided on page 15 stems from the change regarding the Company s operational status, from an investment trust into a holding structure. The cost of sale/total sales ratio of Egeli & Co Yatırım Holding maintained a relatively high trend in comparison to sector average figures and international reference values, weakening sustainability of operational profitability. As such, principal activity revenues realized a value below that of operational expenses with Profit and Loss to Net Sales ratio having reached negative values. Cost of Sales/ Total Sales (%) P and L/ Net Sales (%) The inability of the real operating income to meet the Company s operational expenses, resulting from the high level of the cost of goods sold, exerts downward pressure on its profitability indicators. As such, with the exception of the years 2007 and, the Holding s Return on Average Assets (ROAA) and Return on Average Equity (ROAE) remained negative throughout the past five years b) Asset quality The relatively high share enjoyed by the current assets among the Company s total assets together with the

10 absence of impaired receivables and rapidly depreciating assets indicate a high level of asset quality. Receivables represent the largest class of assets with a share of 58.87%, followed by long-term financial/real investments and liquidity with shares of 24.87% and 9.37% respectively. Other Assets (%) Financial Assets (%) Tangible Assets (%) Liquid Assets (%) Financial and Non-Financial Investments (%) Receivables (%) Asset Distribution % % 90% 80% 70% 60% % Asset Distribution % Liquid Assets % 20% 1.13% 3.77% 9.27% 2.09% Financial Asset % 0% 58.87% 24.87% Financial and non- Financial Investments (net) Receivables Tangible Assets Other Asset The highest level of asset concentration is observed among the Company s receivables which almost entirely consisted of the revenues from the sale of KRC Gayrimenkul Yatırım belonging to Egeli & Co Girişim Sermayesi Yatırım Ortaklığı. The collection of the receipts regarding the sale will be realised in three different installments. Despite the high level of concentration of receivables on one customer, the timely collection of the necessary payments will have a largely positive impact on the Holding s financial structure, operating profitability and asset quality. The drop in the value of receivables from affiliates during, corresponding to 58.24% of the Holding s equity in, led to an improvement on the Company s balance sheet composition, increasing its asset quality and operational effectiveness. In addition, the absence of FX positions further prevents the deteriorations in the Company s asset quality. c) Funding & Adequacy of Capital The capital adequacy of Egeli & Co Yatırım Holding maintained a relatively high trend throughout all the reviewed years. The Holding primarily relies on equity to finance its assets. The downward pressure on the Company s capital adequacy level in mainly stems from the high-value short-term bank loan Equity/Assets (%) The share of financial liabilities among the Holding s total liabilities recorded a fall during and realised a value of 11.50% down from 54.97% in. Similarly, the low share of trade payables among the Company s total liabilties as of, contributes to liquidity management As the Holding s internal equity generation capacity remained relatively weak till, the rise in equity was mainly provided via capital increases rather than the contribution of internal equity generation. 7. Risk Profile and Management a) Risk Management Organization & Its Function- General Information The Group is exposed to risks in the money and capital markets arising from its operations in a number of 10

11 industries. The risk management strategies focus on the unpredictability of financial markets, aiming to minimize the potential impact of negative developments. Risk management function is carried out by the Corporate Governance Committee which presents its findings to the Board according to the level of risk attached to the relevant transactions. b) Credit Risk d) Liquidity Risk The net working capital of Egeli & Co Yatırım Holding remained negative until, turning positive in the years and. The funding of operations and cash generation potential of the Company highly depend on the realization of a satisfactory and high quality sales level, diversification of financial investments and the sustainability of access to the banking system at all times. As of FY, receivables represented the most significant balance sheet item that can be subject to credit risk within the consolidated structure of Egeli & Co Yatırım Holding In addition, the risk concentration associated with receivables was relatively high. Despite the absence of provisioning, a discount rate of 6.15% was applied on the credit balance arising from receivables. Working Capital/ Total Assets (%) While the off-balance sheet commitments and contingencies of the Group exhibited a rise since FY, they maintained a moderate level in comparison to its equity and assets throughout. Off balance Sheet Committments and Contingecies/Total Assets (%) Off balance Sheet Committments and Contingecies/Equity(%) Off balance Sheet Liabilities (%) c) Market Risk The consolidated structure of Egeli & Co Yatırım Holding is exposed to market risk, mainly through the fluctuations in interest and exchange rates taking place in the debt and capital markets. However, it must be noted that the level of financial liabilities sensitive to changes in interest and exchange rates remains at a negligible level. The monitoring of market risks which mainly consist of interest risk, currency risks and commodity risks is carried out by specialists using advanced techniques within the Company. As the Holding s FX (Foreign Exchange) positions remain within the acceptable reference range when compared to its equity and assets, potential fluctuations in the value of the lira are expected to have a minimal impact on the Holding s fiscal structure The collection of a large item among the Company s receivables, which is highly concentrated on one customer and has the highest share among Company s total assets, is expected to contribute to its liquidity indicators and diversify its financial assets, relieving liquidity management. 8. Budget & Debt Issue The pre-determined financial assumptions and projections relating to the period were revised in The new scenario takes into account the following assumptions: A contraction of 5.87% in the Company s total asset size for 2014, followed by 4.93% growth for 2015 resulting in a cumulative contraction rate of 1.22% for , Increase in the earnings from the rising sales revenue by a factor of 5 and 4 for the years 2014 and 2015 respectively compared to the figures and Establishment of new subsidiaries following proceeds from the collection of receivables. The financial indicators relating to the balance sheet and income statement projections for the period based on the assumptions and plans undertaken by the Holding have been provided in the table below

12 Selected Indicators Actual Budgeted ROAA (%) ROAE (%) Asset Growth Rate (%) Working Capital / T.Asset (%) Equity/T. Assets (%) (Liquid Assets +Financial Asset)/ T. Assets (%) In line with the made assumptions, the cash flows that will be generated will be kept in the bank or Company s cash accounts. JCR Eurasia Rating believes that the assumptions and forecasts are in harmony with each other, however maintains the opinion that forecasts relating to annual rises in the sales of the Company is optimistic. This is associated with the planned assumptions relating to the part sale of the Tarım Girişim Sermayesi Yatırım Ortaklığı shares owned by the Holding. The realization of the projected sales targets which have been formed assuming high level of successive annual increases will be determined by the prevailing market demand in addition to the Company s own efforts. It is expected that the realization rates for the forecasted budget figures will be high. The deviation from the forecasted figures is expected to remain below the internationally accepted reference range. In line with the contribution of the cash flows from planned investments, future financial results forecast the maintenance and possible upward movement of the currently high level of equity/total assets ratio, which realized a value of 86.60% in, despite the downward pressures on liquidity indicators resulting from new investments and Asset Growth Rate (%) Equity/T. Assets (%) Significant rises in profitability ratios. ROAA (%) ROAE (%) The high level of realization of the current assumptions and plans is expected to generate a level of cash flow enabling the Company to meet its obligations. 12

13 (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) As % of As % of As % of EGELİ & CO YATIRIM HOLDİNG and ITS SUBSIDIARIES USD TRY TRY TRY TRY TRY TRY TRY Assets Assets Assets Growth Growth Growth BALANCE SHEET (Converted) (Original) (Average) (Original) (Average) (Original) (Average) (Original) (Original) (Original) (Original) Rate Rate Rate I. CURRENT ASSETS 13,988,458 29,801,010 59,624,209 89,447,408 58,943,407 28,439,406 19,292,672 10,145, A. Liquid Assets 1,805,161 3,845,716 14,869,567 25,893,417 26,867,172 27,840,926 17,892,418 7,943, B. Financial Asset 407, ,564 20,288,178 39,708,792 23,600,253 7,491,714 5,146,349 2,800, Bonds, Notes &Bills n.a n.a n.a n.a n.a n.a 2.Common Stocks 407, ,564 5,014,455 9,161,345 8,326,530 7,491,714 4,085, , , Mutual Funds and Other 0 15,273,724 30,547,447 15,273,724 1,060,828 2,121,656 n.a n.a n.a Provision for Decrease in Value of Financial Assets (-) n.a n.a n.a n.a n.a n.a C. Trade Receivables 11,458,613 24,411,430 12,205, n.a n.a n.a 1.Customers & Notes Receivables 12,086,932 25,750,000 12,875, n.a n.a n.a n.a n.a 2.Other Receivables 114, , , n.a n.a n.a 3.Doubtful Trade Receivables Provision for Doubtful Trade Receivables (-) Rediscount on Notes Receivables (-) -743,163-1,583, , n.a n.a n.a n.a n.a D. Due From Related Parties (Net) 0 11,584,896 23,169,792 11,584,896 0 n.a n.a n.a n.a E. Other Receivables n.a n.a n.a n.a n.a n.a 1.Other Receivables n.a n.a n.a n.a n.a n.a 2.Other Doubtful Receivables n.a n.a n.a n.a n.a n.a 3.Rediscounts on Other Notes Receivable (-) n.a n.a n.a n.a n.a n.a 4.Provision for Other Doubtful Receivables (-) n.a n.a n.a n.a n.a n.a F. Live Assets (net) n.a n.a n.a n.a n.a n.a G. Inventories (Net) n.a n.a n.a n.a n.a n.a H. Contract Progress Income (net) n.a n.a n.a n.a n.a n.a I. Deferred tax Assets n.a n.a n.a n.a n.a n.a J. Other Current Assets 317, , , , , , ,427 80, Other Current Assets 317, , , , , , ,427 80, Provision for Other Current Assets (-) n.a n.a n.a n.a n.a n.a II. NONCURRENT (FİXED) ASSETS 5,476,971 11,668,139 9,513,467 7,358,794 6,705,101 6,051,408 7,197, , , A. Trade Receivables n.a n.a n.a n.a n.a n.a 1.Customers & Notes Receivables n.a n.a n.a n.a n.a n.a 2.Other Receivables n.a n.a n.a n.a n.a n.a 3.Doubtful Trade Receivables n.a n.a n.a n.a n.a n.a 4.Provision for Doubtful Trade Receivables (-) n.a n.a n.a n.a n.a n.a 5.Rediscount on Notes Receivables (-) n.a n.a n.a n.a n.a n.a B. Due From Related Parties (Net) 139, , , n.a n.a n.a n.a n.a C. Other Receivables n.a n.a n.a n.a n.a n.a 1.Other Receivables n.a n.a n.a n.a n.a n.a 2.Other Doubtful Receivables n.a n.a n.a n.a n.a n.a 3.Rediscounts on Other Notes Receivable (-) n.a n.a n.a n.a n.a n.a 4.Provision for Other Doubtful Receivables (-) n.a n.a n.a n.a n.a n.a D. Financial and non-financial Investments (net) 4,841,910 10,315,206 8,640,252 6,965,297 6,081,604 5,197,910 2,598, n.a. 1.Long Term Securities (net) n.a n.a n.a n.a n.a n.a 2.Affiliates (NET) and Participation (Net) 4,663,652 9,935,445 8,194,019 6,452,593 5,825,252 5,197,910 2,598, n.a. 3.Investment accounted for under equity method 178, , , , , n.a n.a n.a 4.Other Financial Fixed Assets (NET) n.a n.a n.a n.a n.a n.a E. Tangible Assets 219, , , , , , , , F. Other Fixed Assets 275, , , , , , ,587 5, , TOTAL ASSETS 19,465,429 41,469,149 69,137,676 96,806,202 69,394,365 41,982,528 26,490,408 10,998, USD = TRY

14 (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) As % of As % of As % of EGELİ & CO YATIRIM HOLDİNG and ITS SUBSIDIARIES USD TRY TRY TRY TRY TRY TRY TRY Assets Assets Assets Growth Growth Growth BALANCE SHEET (Converted) (Original) (Average) (Original) (Average) (Original) (Average) (Original) (Original) (Original) (Original) Rate Rate Rate I. SHORT TERM LIABILITIES 2,475,536 5,273,882 29,369,830 53,465,777 26,911, , ,383 90, A. Financial Liabilities 2,112,423 4,500,305 28,858,546 53,216,786 26,608, n.a n.a n.a B. Trade Payables 17,999 38,345 26,773 15,201 77, ,570 73,974 7, C. Due to Related Parties 279, , ,965 94,566 53,143 11,720 17,660 23, D. Other Financial Liabilities n.a E. Advances Received n.a n.a n.a n.a n.a n.a F. Contract Progress Ongoing Construction Contracts (net) n.a n.a n.a n.a n.a n.a G. Deferred Tax Liabilities n.a n.a n.a n.a n.a n.a H. Provisions for Liabilities 7,839 16,701 12,233 7,765 3,883 11,429 22, n.a n.a I. Other Liabilities 57, , , , , , ,902 36, II. LONG TERM LIABILITIES 131, , ,040 8, , , ,732 18, A. Financial Liabilities 125, , , n.a n.a n.a n.a n.a B. Trade Payables n.a n.a n.a n.a n.a n.a C. Due to Related Parties n.a n.a n.a n.a n.a n.a D. Other Financial Liabilities , , ,293 0 n.a n.a 1.03 n.a n.a E. Advances Received n.a n.a n.a n.a n.a n.a F. Contract Progress Ongoing Construction Contracts (net) n.a n.a n.a n.a n.a n.a G. Deferred Tax Liabilities ,047 12,094 n.a n.a n.a n.a n.a H. Provisions for Liabilities 6,483 13,812 11,379 8,946 6,550 4,153 5,392 6, I. Other Liabilities (net) n.a n.a n.a n.a n.a n.a TOTAL LIABILITIES 2,607,499 5,555,015 29,514,869 53,474,723 27,133, , , , F- EQUITY 16,857,930 35,914,134 39,622,807 43,331,479 42,260,655 41,189,830 26,039,293 10,888, a) Prior Year's Equity 18,656,281 39,745,341 40,467,584 41,189,826 26,039,291 10,888,755 11,043,602 11,198, b) Equity (Added from internal & external recourses at this year) -1,494,978-3,184,901-3,130,943-3,076,985 13,928,032 30,771,849 15,385, n.a c) Minority Interest 1,588,740 3,384,652 3,485,395 3,586,138 1,793, n.a h) Profit & Loss -1,892,113-4,030,958-1,199,229 1,632, , , , , TOTAL LIABILITIES 19,465,429 41,469,149 69,137,676 96,806,202 69,394,365 41,982,528 26,490,408 10,998, USD = TRY

15 EGELİ & CO YATIRIM HOLDİNG and ITS SUBSIDIARIES INCOME STATEMENTS-TRY I. Principal Activity Revenues (Net) 1,117,578 6,390, , ,063 2,690,691 1.Sales Revenues (Net) 1,666, From Sales of Investment 1,666,766 From Other Transactions From Other 2.Commission and Other Income (Net) 11,174,610 9,258,921 2,005, , ,057,833 From Private & public bonds & Treasury bills & mutual Funds & Interest revenues 9,842,787 5,397,369 2,005, , ,632 From Dividend 15 From Consulting Services From Value increase/decrease earnings (+/-) -132,943-59, ,252 From Trading and Other Activities Gains 1,464,766 3,921, ,458,438 Deductions from Returns/Discounts (-) 3.Interest & derivative Income from operating activities (net) (-/+) 4.Cost of Sales (-) -11,723,798-2,868,332-1,286, , ,367,142 GROSS PROFIT&LOSS FROM PRINCIPAL ACTIVITIES 1,117,578 6,390, , ,063 2,690,691 Activities Expenses (-) -4,096,774-2,538,444-1,400,184-1,093, ,751 Provision Expenses (-) 96,299 22,857-22,857 1,581 NET PROFIT&LOSS FROM PRINCIPAL ACTIVITIES -2,882,897 3,852, , ,637 1,788,521 Income & Profit From Other Activities 7,481 4,844 4,038 22,899 Expenses & Losses From Other Activities (-) -53,138 Financing Income 284,574 Financing Expenses (-) -1,239,438-1,786, ,299-4 OPERATING PROFIT & LOSS -4,114,854 2,017, , ,599 1,811,416 Net Monetary Position Profit &Loss (+/-) Share of Profit or Loss of Financial Investment (+/-) PRE-TAX PROFIT & LOSS -4,114,854 2,017, , ,599 1,811,416 Taxes (+/-) 83, ,039 49,041-12,094 NET PROFIT FOR THE PERIOD -4,030,958 1,632, , ,693 1,811,416 TOTAL INCOME 1,125,059 6,395,433 1,003, ,101 2,713,590 TOTAL EXPENSES 5,239,913 4,377,894 1,523,626 1,116, ,174 PRE-TAX PROFIT & LOSS -4,114,854 2,017, , ,599 1,811,416 15

16 EGELİ & CO YATIRIM HOLDİNG and SUBSIDIARIES FINANCIAL RATIOS-% Profitability Equity Margin % ROAA - Pre-tax Profit/Total Assets (avg.) Total Income/Equity (avg.) Total Income/Total Asset (avg.) ROAE- Pre-tax Profit/Equity (avg.) Assets Margin (avg.) Operating Profit/Total Assets (avg.) Net Profit/(Equity +Long Term Liabilities) Total Operating Expenses/Total Income Operating ROAA = Operating Net income/asset (avg.) Operating ROAE = Operating Net income/equity Capital (avg.) Net Profit/Total Income Pretax Income/Total Income Total Expenses/Total Liabilities Gross Profit Margin = Gross Profit/Principal Activity Revenues (net) Net Profit Margin = Net Profit/Net Sales Income Total Income/Total Expenses Activities Expenses/Principal Activity Revenues (net) Financing Expenses/Principal Activity Revenues (net) EBIT= (Gross Profit +Financing Expenses)/Principal Activity Revenues (net) Interest Coverage Ratio 1= Pretax Profit +Financing Expenses/Financing Expenses =EBIT/Interest Expense Interest Coverage Ratio 2=Net Profit +Financing Expenses/Financing Expenses Financing Expenses/T. Liabilities Liquidity (Liquid Assets+Financial Assets)/ T. Assets (Liquid Assets+Financial Assets)/ T. Liabilities , Liquidity Requirement Ratio , Liquid Assets/Equity Current Ratio , Acid Test Ratio , Cash Ratio , Cash and Cash Equivalents/Working Capital Short Term Receivables/Current Assets Working Capital / T. Asset Capital and Funding Equity/T. Assets Equity/T. Liabilities , Equity generation/prior Year s Equity Internal equity generation/prior Year s Equity Tangible Assets/Total Assets Fixed Assets/(Equity +Long Term Liabilities) Tangible Assets/(Equity +Long Term Liabilities) Financial Fixed Assets/Equity Efficiency Market Share % Asset Growth Rate Asset Utilization Ratio Net Working Capital Turnover Growth Rate of Gross Profit & Loss from Principal Activities Equity and Long Term Liabilities Growth Rate Equity Utilization Ratio Asset Quality Impairment of Receivables /T. Receivables Provision for Receivables/Doubtful Receivables Non -Performing Asset/T. Assets Financial and Non-Financial Investments (net)/non-current Assets Total Foreign Currencies Position/Assets Total Foreign Currencies Position/Equity Impaired Receivables/Equity Indebtedness Debt Ratio Short Term Liabilities/Total Assets Fixed Asset/Liabilities Fixed Asset/(Long Term Liabilities +Equity) Financial Liabilities/Total Liabilities Off Balance Liabilities/(Assets +Off Balance Liabilities) Off Balance Liabilities/(Equity +Off Balance Liabilities)

17 EGELİ & Co YATIRIM HOLDİNG Shareholders Structure Tan EGELİ 1.95% 1.95% 1.95% 0.40% 0.40% 0.40% 0.60% 0.60% Egeli Danışmanlık Ltd. Şti 2.67% Other/Public 54.73% 54.73% 53.01% 99.59% 99.60% 99.60% 99.40% 96.73% Egeli & Co Finansal Yatırımlar 0.20% 43.32% 43.31% Egeli & Co Special Situations Fund 1.25% Ebru EGELİ 0.48% 0.01% Murat ÇİLİNGİR 0.00% Ersoıy ÇOBAN 0.00% 0.00% Egeli & Co Investment Management S.A % Egeli & Co Portföy Yönetim 4.00% Total % % % % % % % % Paid Capital TRY(000) 40,000 40,000 40,000 9,027 9,027 9,027 6,000 3,750 17

18 Shareholders Structure FYE Egeli & Co Yatırım Holding Egeli & Co Finansal Yatırımlar Egeli & Co Portföy Yönetim Egeli & Co Girişim Sermayesi YO EGC Elekririk Enerji Üretim San ve Tic. Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret Enda Enerji Holding Tan EGELİ 1.95% 92.00% 4.55% Egeli & Co Tarım Egeli & Co Kurumsal Girişim Sermayesi YO Destek Hizmetleri Batı Tarımsal Yatırımlar Doğa Tarım Hayvancılık Gıda Pazarlama San.Ltd. Şti Tolina Tarım Hayvancılık Gıda ürünleri San. ve Tic. Other/Public 54.72% 8.00% 8.32% 50.00% 95.24% 59.98% 56.43% Egeli & Co Finansal Yatırımlar 0.20% % 2.11% % Egeli & Co Investment Management S.A % Egeli & Co Portföy Yönetim 4.00% Egeli & Co Girişim Sermayesi YO 50.00% 4.76% 5.75% Egeli & Co Tarım Girişim Sermayesi YO % % 43.57% Egeli & Co Yatırım Holding 91.68% % 27.62% Paid Capital/TRY- (000) 40,000 2, , ,750 22, ,000 2,500 3,215 Solo - Selected Financial Data Asset-TRY Liabilities-TRY Equity-TRY P/L (Before Tax) P/L (After Tax) Total Sales Egeli & Co Finansal Yatırımlar 15,011,345 10,704,273 4,307,072 1,037,375 1,037, ,470 Egeli & Co Portföy Yönetim 2,084, ,212 1,822,033 1,258, ,039 2,530,681 Egeli & Co Girişim Sermayesi YO 40,661,500 5,644,494 40,117, , ,558 9,138,394 EGC Elektrik Enerji Üretim San ve Tic. 91, , , , ,499 0 Karesi Jeotermal Enerji Üretim İnşaat Sanayi ve Ticaret 1,577,164 1,193, , , ,270 0 Enda Enerji Holding Egeli & Co Tarım Girişim Sermayesi YO 19,808,932 3,863,320 19,808,932-2,863,448-2,569,399 3,590,307 Egeli & Co Kurumsal Destek Hizmetleri 92,250 30,984 61,266 10,900 6, ,948 Egeli & Co Yatırım Holding 41,469,149 5,555,015 35,914,134-4,114,854-5,168,301 11,307,553 Batı Tarımsal Yatırımlar 3,189,014 2,195, , , ,376 88,396 Doğa Tarım Hayvancılık Gıda Pazarlama San. Ltd. Şti. 9,255,690 7,398,441 1,827, , ,494 2,683,267 Tolina Tarım Hayvancılık Gıda Ürünleri San. ve Tic. 4,580,777 1,637,518 2,943, , ,968 1,515,191 The consolidated and unconsolidated subsidiaries of Egeli & Co Yatırım Holding are given chart above. As we, JCR Eurasia Rating, have not analyzed the independent risk level of each of these companies; no opinion regarding their creditworthiness has been formed. 18

19 The Shareholders Structure of Egeli & Co Group and Affiliates Egeli & Co Investment Management S.A. (39.13%) Egeli & Co Portföy Yönetim (4.00%) Others /Public (54.72%) Egeli & Co Finansal Yat. (0.20%) Tan Egeli (1.95%) Non Group Affiliates Parties (56.45%) Non Group Affiliates Parties (50%) Non Group Affiliates Parties (95.24%) Egeli & Co Yatırım Holding Egeli & Co Tarım GSYO (27.62%) Egeli & Co. GSYO (84.03%) EGC Elektrik Enerji Üretim San. Ve Tic.A.Ş (100%) Batı Tarımsal Yatırımlar A.Ş (100%) Doğa Tarım Hayvancılık Gıda Ürünleri San. Ve Tic. (100%) Tolina Tarım Hayvancılık Gıda Ürünleri San. Ve Tic. (43.57%) Karesi Jeotermal Enerji Holding A.Ş (50.00%) Enda Enerji Holding A.Ş (4.76%) 19