Dogus Otomotiv DOGUS OTOMOTIV. Trading at a bargain basement price... Recommendation : BUY Upside Potential : 49%

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1 DOGUS OTOMOTIV Trading at a bargain basement price... Recommendation : BUY Upside Potential : 49% Company Data 31/10/2005 Shares Outstanding (mn) 110 Stock Price (US$ ) 3.67 Target Stock Price (US$) 5.45 Free Float Rate (%) 34% Average Daily Volume (US$ mn) 7.65 Market Cap. (US$ mn) 403 Target Mcap 600 Exchange Rate (US$/YTL) Key Financials E 2006E Gross Margin 12.7% 11.9% 12.5% 12.5% Operating Margin 6.48% 5.4% 5.2% 6.0% Ebitda Margin 5.30% 6.1% 5.9% 6.6% Net Margin 7.37% 3.1% 3.1% 3.7% ROE 27.5% 24.4% 24.4% 25.1% FCF Margin 4.0% 4.0% 2.0% 4.0% Relative Performance (US$) DOAS XU100 Rel % 1 m 31.6% -4.5% 37.7% 3 m 32.0% 5.8% 24.8% 12 m 21.7% 52.3% -20.1% Share Price Performance Price YTL 7.2 Share Price & ISE-100 Index ISE ,000 Opened to the public in June 2004, Doas is the exclusive importer and distributer for VW passenger cars, light commercial vehicles, Scania trucks and Krone traliers. The company controls 11% of Turkish automotive market. DOAS major shareholder is Dogus Group, one of the biggest conglomerates in Turkey. Serves 11% of market just from selling imported vehicles... DOAS was opened to the public in June 2004 as the exclusive importer and distributor for Volkswagen passenger cars in Turkey (VW, Audi, Porsche, Seat, and Skoda), VW light commercial vehicles and Scania trucks and Krone trailers. The Company captured a 10.8% share of the overall market in 2004, with total sales of 78,889 vehicles. Better than expected 9M05 figures on the back of a strong 2004 Turkey s automotive market expanded by 88% in 2004 with sales of motor vehicles hitting an all-time high of 753,731. This growth was spurred by the fall in interest rates on consumer loans, pent-up demand, a strong TL, an improving macroeconomic environment and finally the scrap incentive, which was applied until May DOAS benefited from this strong demand through the successful launch of new models and its high-end product portfolio started with a significant contraction, and the Turkish automotive industry contracted by 15% y-o-y over the first six months of However, the market started to recover in July and the 9- month period closed with a contraction of just 6% for the overall industry. Our revised forecast envisages a contraction of just 5% by the year-end, compared to the 18% contraction forecast at the beginning of the year. A pure domestic player... As DOAS only supplies the domestic market, it is sensitive to any changes in the domestic economy and the business environment. This is particularly true for increases in taxes and interest rates. Distinct dividend policy The Company has a policy of distributing high dividends. In accordance with its Articles of Association, DOAS will distribute 50% of its distributable income as cash or as a stock dividend between Attractive valuation with 49% upside potential At its current market cap of US$ 403 mn, DOAS trades at a 33% discount to our target market capitalization of US$ 600 mn, and we therefore reiterate our BUY recommendation ,000 24,000 18,000 12,000 6,000 IFRS29 Forecasts and Ratios Fiscal Sales Net Profit EBITDA P/E EV/Sales EV/Ebitda Year (US$ mn) (US$ mn) (US$ mn) (X) (X) (X) , /04 12/04 06/ E 1, E 1, E 1, Nur Karabacak Tel: (90-212) November

2 SWOT Analysis STRENGTHS Strong brand awareness and image of Volkswagen products Strong shareholding structure Broad product portfolio that fulfills the needs of different segments (Service under one-roof) Consumer Finance company, VDF JV between VW- creates synergy, commanding 12% of the market, banks inclusive... Wide distribution network for easy customer access, 154 showrooms owned by third parties, 22 showrooms in major cities owned by the company. High quality after-sales service increases customer satisfaction and retention. DOD, the first company that offers warranty for second-hand vehicles, pioneers its business. Highly flexible response to market conditions. DOAS can adjust rapidly to slowdown in demand. Long-established relationship with Volkswagen A.G. WEAKNESSES Low vehicle park for some models and expensive spare parts High price of motor vehicles in Turkey, when compared to European average, due to high taxes. OPPORTUNITIES Prospects of rising demand fuelled by positive economic outlook and low inflation Potential cooperation between VW and DOAS in establishing a production base in Turkey, as Turkey becomes a global production hub Low penetration rates Declining interest rates will expand availability of long term financing, assuring further growth in the industry. THREATS Industry vulnerability to any instability, due to high correlation between automotive demand and macroeconomic conditions Threat of sudden Government decisions on taxation issues, creating uncertainty with the risk of reducing demand overnight... Intense competition, with 15 vehicle producers and more than 45 importers in the market. VW may seize the distributorship agreement from DOAS. Risk from being a sole importer and distributor, due to high dependence on local market. Sale and distribution of luxury cars through independent retailers could reduce prices. 2

3 Valuation We value DOAS at US$ 600 mn... We valued DOAS using Discounted Cash Flow analysis. Our DCF driven target value for Doas is US$ 600 mn, implying 49% upside potential from the current Mcap of US$ 403 mn. We have assumed a conservative CAGR of 2.6% for the growth of the automotive industry between However, we assumed a higher CAGR of 4.5% for Doas over the same period in terms of unit sales. We project a 5% fall in revenues for 2005 and a 9% contraction in EBITDA. Imports and distribution account for around 75% of EBIT, while automotive-related businesses contribute 21% to EBIT. The contribution of the import and distribution segment to sales revenues is 70%. Under stable and favorable macroeconomic conditions, we believe the Company will capture further market share through the launch of new models. Our estimates suggest an 11-12% market share for DOAS. We took the 2030 Turkish Eurobond rate as the risk-free rate, which tends to around 8%. The movements in the WACC based on changes in the risk free rate are outlined in the table below. With a risk-free rate of 8%, the WACC is calculated at 10.2%. Sensitivity of WACC to risk-free rate and GDP growth Risk Free Rate 7% 8% 9% WACC 8.9% 10.2% 11.5% Our sensitivity analysis, based on differing GDP growth and risk free rates, suggests a range of between US$ 520 mn to US$ 730 mn for the company s fair value. For the sake of adopting a conservative approach, we accepted our target value, of US$ 600 mn. Risk Free Rate GDP Growth Rate 7% 8% 9% 3% % %

4 Valuation (cont d ) DCF Valuation Summary 2005 (US$ mn) Forecast Cash Flow Period Terminal Growth Rate 1% PV of Free Cash Flows 386 PV of Terminal Value 149 Net Cash 2005E 20 DCF Value 555 Number of Shares 110,000,000 Value of VIS 45 Target Market Cap 600 Current Market Cap 403 Discount (-)/ Premium (+) -33% Upside Potential 49% Unit Sales M E 2006E 2007E Automotive AUDI 2,551 4,297 2,706 3,481 4,000 4,250 Porsche SEAT 5,092 5,546 4,620 5,142 5,250 5,600 VW 21,123 33,094 20,171 27,500 30,000 32,500 SKODA 5,002 7,002 5,247 5,985 7,000 7,000 TOTAL 33,859 50,068 32,821 42,188 46,335 49,440 VW-LCV 10,891 26,984 22,503 30,356 31,800 32,750 Krone & Scania-HCV 1,515 1,837 1,529 1,600 1,750 1,800 TOTAL 46,265 78,889 56,853 74,144 79,885 83,990 Cash Flow Table of Dogus Otomotiv (consolidated figures) E 2006E 2007E 2008E 2009E 2010E (US$ mn) Sales 1, , , , , , , COGS 1, , , , , , , Operating Expenses Operating Profit Depreciation Tax Paid Increase in Working Capital Capital Expenditure Other Free Cash Flow Source: Company Data & Ata Invest Estimates 4

5 Valuation (cont d ) Value of Vehicle Inspection Stations (VIS) After deducting the government s share we value the VIS at US$ 136 mn. Participation value of Doas to the value is US$ 45 mn, with 33.3% stake. Total planned investment for the project for 20 years is in between US $ 120 mn and US$ 150 mn. This business profit margins are high, while costs are very low due to its service business characteristic. Consortium has the right to provide franchising to the third parties for the stations. Average pay-back period of the project is forecasted to be 3-4 years and expected revenue generation for twenty years is around US$ 12 bn, as net cash flow projected is US$ 1.5 bn, again for the twentyyears period. The venture will also permit cross-selling opportunities, which are expected to increase revenue by at least 20%. The government s share, will be 30% between 1-3 years, 40% 3-10 years and 50% years. Vehicle Inspection Stations 2005 Forecast Cash Flow Period PV of Free Cash Flows 546 PV of Terminal Value 142 Terminal Growth Rate 3% TOTAL Value 688 Finance -552 Total Value 136 DOAS s participation 45 Source: Ata Invest Estimates We assumed 16.3% CAGR at revenues and 30% CAGR at operating cash flow between , which is still lower than the shareholder companies forecasts. We deducted US$ 552 mn lump-sump payment from DCF-driven value at one-time. Cash Flow Statement (US$ mn) P.Car LCV Turck -Bus TOTAL Revenues Government share 30% 30% 40% 40% 40% Government share (US$ mn) TUVTURK revenue Cost of services Gross Profit Tax Gross Profit- Tax Capex Change in Working capital Gross Cash Flow Source: Ata Invest Estimates 5

6 Valuation (cont d...) Global Peers Comparison Analysis To obtain an international perspective of DOAS value, we compared the Company to international distributors. Doas trades at a huge discount to its global competitors at all multiples. Based on the global peers P/E multiple Doas fair value corresponds to US$ 614 mn. According to EV/Ebitda multiple, Doas has to trade at US$ 760 mn. Lastly, based on the EV/Sales multiple average of the global peers, Doas target Mcap even increases to US$ 1,045 mn. Except from the gross margin, Doas profit margins are not significantly lower than the global peers averages. To be on the conservative side, we did not included the results of the global peers comparison analysis into our fair value estimation. Mcap (US$ mn) P/E EV/Ebitda EV/Sales Gross Margin EBIT Margin EBITDA Margin current 2005E 2006E 2005E 2006E 2005E 2006E 2004A 2004A 2004A Astra International 3, % 11% 13% Carmax Inc 2, % 4% 4% S.A. D leteren 1, % 4% 18% Asbury Automotive % 3% 3% America s Car Mart % 8% 8% average 1, % 6% 9% DOAS % 5% 6% discount -76% -32% -37% -47% -50% -64% -63% Source: Bloomberg & Ata Invest Estimates 6

7 The Company DOAS major shareholder is Dogus Group, one of the biggest conglomerates in Turkey. The company s shareholder structure is outlined below: Shareholder share # of shares (mn) Doğuş İnşaat 45.4% 49.9 Somtaş Tarım ve Ticaret A.Ş. 19.9% 22.0 Katalonya 0.2% 0.2 Free Float 34.5% 37.9 Doas generates 23% of the total revenues of the Dogus Group. The Company has three main business units creating synergies for each other. 1- Import & Distribution (70-73% of combined revenues; 75% of EBIT) The Company is the exclusive importer and distributor of eight vehicle brands and their parts and accessories in Turkey. It has five brands of passenger car (VW, Audi, Porsche, Seat, Skoda), two light and heavy commercial vehicle brands (VW and Scania) and Krone trailers. DOAS generates around 70% of its total combined revenues (consolidated sales revenues + consolidation eliminations) from imports and distribution, while nearly 75% of the EBIT comes from these segments. The company launched a total of 22 new models in 2005, 18 of which were for passenger cars. 2- Retail (20-23% of combined revenues, 4% of EBIT) DOAS is also the retailer and after-sales services provider for VW, Audi, Porsche, Skoda, Seat and Scania vehicles. Around 20% of its total revenue is generated from this business unit. Retail sales are provided by independently owned dealers (154 sales points) and DOAS-owned retail outlets (22 sales points). DOAS has the third widest network in terms of dealerships and sales points. Its retail business provides a valuable database of customer habits, preferences and segmentation. 3- Automotive-Related Business (8-10% of combined revenues, 21% of EBIT) DOAS offers value-added services (parts and accessories operations, consumer finance, fleet rental, second-hand cars and insurance). Complimentary businesses include consumer finance, parts and accessories and insurance, along with sales of second-hand cars, fleet rental and motor sports. VdF (Consumer Finance ): Facilitates DOAS s sales Vdf is a joint venture between DOAS (49%) and VW Financial Services A.G. (51%). The Company provides consumer loans to 13 brands, with 35% of such loans extended to DOAS. 7

8 The Company (cont d ) Vdf has a 65% market share among consumer finance companies and a bank inclusive market share of around 12%. Average loans cover a maximum of 80% of total vehicle value, with an average maturity of 30 months. This is expected to be a high growth business area. Vdf, through Volkswagen Financial Services raised 160 mn through a YTL denominated bond. The purpose of the deal is to finance Vdf s auto loan operations. Dresdner Bank was the counterparty to VW Financial Services, which has 41 bn in assets. Half of the bonds had a one-year maturity and the other half had a two-year maturity. The respective coupon rates for the bonds were 15.5% and 14.25%. Vdf is consolidated in Doas financials by 48% with the equity pick-up method. Second-Hand Business DOD: High growth prospects DOAS s second-hand business, DOD, manages and stabilizes the second-hand value of DOAS brands while bringing high standards to the second-hand car market. In addition, it was the first company to provide warranties for used cars, which it sold. The company sold around 3,000 vehicles in 2004, a growth of 3% y-o-y. A total of US$ 50 million in revenue was generated in We expect the second hand car business to achieve better growth in the coming years. One-Stop Shopping Concept With all its business units, the Dogus Group is a service group reaching end-consumers. The Group is trying to create synergies between its business units and increase the depth of the services provided through a one-stop shopping strategy aimed at fulfilling all customer demands. Through this structure, the Group is able to offer a broad range of services all the way down the value chain. DOAS aims to establish a permanent relationship with customers to ensure their satisfaction and loyalty. A summary of these business units: DOGUS GROUP Banking & Financial Services Automotive Food Retail Media Construction Tourism Import & Distribution Audi Porsche Scania VW. P.Car VW LCV Krone SEAT SKODA Katalonya %50 Yüce Auto %50 DOGUS OTO (%86.5) DOAS Retail VW. P.Car Audi Seat Skoda VW LCV Porsche Scania Krone Automotive related business DOGUS Logistics Parts & Acc.Import &Dist. Dogus Insurance (%40) VDF Holding Consumer Finance (%48) Vdf Consumer Finance Motor Sports (%99.9) Vdf automotive -Second Hand (DOD) -Fleet Services(Europcar) 8

9 The Company (cont d ) Effective market positioning through different brands.. In the Volkswagen Group, each brand retains a differentiated brandimage and operates as an independent entity in the market. DOAS successfully implements this strategy in Turkey. Brand recognition is high, with the brand being associated with high quality, reliability and having a classy, sporty image. Passenger Cars Volkswagen (61% Doas PCs & 7% of Turkish PC market) The Volkswagen brand group, which includes Volkswagen passenger cars, Skoda, Bentley and Bugatti, offers a range of products from small sub-compact cars to luxury saloons. The brand strategy is to set class-beating standards to all of its product groups. The ten best-selling Passenger Cars in Western Europe in 2004 (#3) Renault Megane II 702,750 Ford 549,949 Volkswagen 548,723 Peugeot ,122 Peugeot ,404 Renault Clip 373,810 Opel Astra 352,337 Opel corsa 323,158 Ford Fiesta 307,315 Fiat Punto 304,044 T.I.V. (Cars) 14,514,977 Source: Renault Atlas 2005 Skoda Brand Group (16% Doas PCs & 2% of Turkish PC market) Skoda offers a range of products for the economy to mid-class segments, which deliver value for money. Audi Brand Group (8% Doas PCs & 1% of Turkish PC market) The Audi brand group comprises the Audi and SEAT brands, whose brands are known for their high tech, design and class. Commercial Vehicles Commercial vehicles are a separate business area where the company offers an extensive product range. The Transporter and the Caddy are well positioned in the market, with a perception of German engineering quality. The ten best-selling LCVs in Western Europe in 2004 (#6) Ford Transit 127,084 Renault Kangoo Express 106,381 Mercedes Sprinter 94,791 Citroen Berlingo 81,470 Fiat Ducato 80,594 VW Transporter 69,562 Peugeot Partner 62,506 Iveco Daily 60,506 Renault Master 54,624 Ford T. Connect 54,279 T.I.V. (LCVs) 1,942,962 Source: Renault Atlas

10 Sectoral Outlook: 2005 & Onwards Turkey is a promising market... The Turkish automotive market is one of the fastest growing markets in Europe and has the lowest penetration level. Car penetration in Turkey stands at just 96 per 1,000 population in a country of over 70 mn people, compared to 500 per 1,000 for Western Europe and 280 for new EU members. Thus, Turkey offers a much more promising long-term outlook for its automotive industry than other European peers. Car Ownership per 1000 people 700 Car ownership Average : Luxembourg Italy Germany Austria France Spain Slovenia UK Cyprus Malta Czech Republic Lithuania Greece Estonia Poland Bulgaria Latvia Hungary Slovakia Romania Turkey Source: CIA Fact Book In a stable economic environment, the local automotive market is estimated to grow at a CAGR of 4.6% between , based on a report prepared by JD Power research, while we forecast 2.6% growth between Demand is highly sensitive to price-quality issues, and imports are significant. Imports account for 57% of the total market; this figure increases to 69% for the passenger car segment. On the other hand, Turkey is a net exporter in the LCV segment, with an import ratio of 45% was a record breaking year for the automotive sector. The sector posted 88% growth over The passenger car segment grew by 99% y-o-y with 451,209 cars sold in While imports in this segment increased by 103% to 311,668 units, passenger car exports were up by only 43% to 305,072 units, making Turkey a net importer of passenger cars. Sales of LCVs (Light Commercial Vehicles) increased by 80% to 247,886, with imports accounting 45% of the total market. Competition is fierce in the segment due to strong demand and the versatility offered by such vehicles, which can be used as either passenger cars or commercial vehicles. Following the slow-down in 2H04 due to abolishment of the scrap incentive, rising oil prices and higher rates of special consumption tax, 2005 started with a sharp contraction and the sector shrank by 15%, with the passenger car segment recording the most significant contraction with a 21% y-o-y decline in 1H. The recovery in the sector started in July, and as of 9M05 the overall y-o-y contraction in the sector had narrowed to 6%; it is likely that the contraction in the passenger car segment would have been pared to around 11%. 10

11 Sectoral Outlook: 2005 & Onwards In our forecast made at the beginning of the year, we had forecasted an 18% y-o-y contraction for the automotive sector for FY05. However, once the green shoots of a recovery began to appear, we revised our year-end contraction forecast down to 5%, corresponding to total sales of 714,430 motor vehicles. Auto Market Unit Sales E 2006E 9M04 9M05 change % Passenger Cars 466, ,438 90, , , , , , ,288-11% LCV 153,511 52,314 66, , , , , , ,902 4% Passenger Car+LCV 620, , , , , , , , ,190-5% Trucks 38,881 11,432 17,471 36,382 55,636 52,854 53,911 41,009 35,156-14% Total 659, , , , , , , , ,346-6% Growth (%) 62% -70% -10% 129% 88% -5.21% 2.36% Source: OSD & Ata Invest Estimates We project slow progress for the sector in 2006 with the total market projected to grow by 2.4% y-o-y with total sales rising to 731,319 units. We project growth to remain steady again in 2007 with 2.6%. However, for 2008, with the launch of new versions of existing models, and companies investments in new models, we expect 6.4% growth in volumes in the sector, with total sales rising to 801,000 units. Turkey has the highest tax rates among its European peers Turkey has the highest tax rates on automotive sales, and it is one of the easiest means of tax collection for the state. Therefore, there is an ever-present risk of overnight changes in tax rates, creating uncertainty in the industry. Taxation is and will remain the major threat to industry growth, with day-to-day applications and/or overnight decisions hitting not just DOAS but the whole industry. This threat affects investment decisions in the industry as well as inventories, demand, profitability and company valuations. Current taxation scheme for passenger cars and LCVs is: Consumer Finance Motor Base price VAT SCT Total Price inc. taxes PC cc % 37% cc % 60% cc % 84% 217 LCV Minivan, Van % 4% 123 Minivan (5 place) % 10% 130 Minibus % 9% 129 Consumer loans increased to an all time high of YTL 21,343 mn in The fall in inflation and interest rates on consumer loans on the back of improved macroeconomic stability, the postponed release of pent up demand and a strengthening TL and thus increased purchasing power were the main factors fueling demand. 11

12 Sectoral Outlook: 2005 & Onwards A total of YTL 19,533 mn in consumer loans were extended in 1H05, of which YTL 5,003 mn were for automotive loans. Plunging interest rates on housing loans, together with rising interest in the real estate sector has resulted in a wave of consumers taking out housing loans. However, it is crucial to note that people frequently use retail loans, not car loans, to purchase motor vehicles. Despite the rapid expansion in car loans over the last three years, the terms of the loans remain short. The longest terms are around two years, still representing a heavy burden for the consumer. This is the area that may support further growth when consumer financing is extended to longer maturities. Consumer Loans, Automobile Loans Consum er Loans (m n US$) Automobile Loans (mn US$) 14, ,000 10,000 8,000 6,000 4,000 2, Source: OSD 12

13 Operations & Financials DOAS Unit Sales Due to decreasing demand for passenger cars, especially in the luxury car segment, with special consumption tax (SCT) rates changing between 37%-84%, Doas s unit sales dropped considerably in the first half of the year. The recovery in Doas passenger car sales started in the second half, and the 37% contraction in 1H was pared to a 20% shrinkage by the end of 9M05. Meanwhile, the company s LCV sales had posted a 6.5% y-o-y fall in 1H, but rebounded strongly starting with July to the extent that by the end of 9M sales for the year-to-date were 15% higher, y-o-y, raising Doas market share to 11.8% (compared to 9.5% in 9M04). Note that even acquiring 2%-points of market share is extremely significant in this cutthroat market. We expect Doas passenger car sales to decline by 16% in FY05, but with a 12% y-o-y increase in LCV sales. A 6% overall contraction on a unit basis is expected, in line with our 5% contraction forecast for the sector. 2003/ /12 1H05 1H04 9M05 9M E 2006 E Automotive AUDI 2,551 4,297 1,538 2,125 2,706 3,029 3,481 4,000 Porsche SEAT 5,092 5,546 2,536 3,970 4,620 4,978 5,142 5,250 VW 21,123 33,094 12,388 20,692 20,171 27,473 27,500 30,000 SKODA 5,002 7,002 2,925 4,020 5,247 5,546 5,985 7,000 TOTAL 33,859 50,068 19,431 30,858 32,821 41,131 42,188 46,335 LCV VW 10,891 26,984 12,860 13,752 22,503 20,442 30,356 31,800 Krone & Scania 1,515 1, ,529 1,481 1,600 1,750 TOTAL 46,265 78,889 33,240 45,605 56,853 63,054 74,144 79,885 Source: Company Data & Ata estimates Doas overall market share held steady in 9M05 at 11%, unchanged from its 2004 level. We expect the company to maintain its 11% market share in the passenger car segment through until the end of the year, and forecast its market share to rise to 12% in the coming years Market Passenger Cars 9M05 Market Passenger Cars Doas 11% Hyundai 9% Opel 8% Doas 11% 10% Hyundai 11% Opel 9% Others 22% Tofas 11% Others 29% 28% Tofas 9% Peugeot 7% Peugeot 5% Ford 16% Renault 16% Ford 10% Renault 17% Source: OSD 13

14 We estimate US$ 1,620 mn in turnover for FY 2005, implying a 6% decline over the US$ 1,727 mn sales revenue in Accordingly, we estimate US$ 94.9 mn in EBITDA, 9% lower than in 2004, corresponding to an EBITDA margin of 6%. We expect net income to contract 6% to US$ 51 mn in We assumed that revenues would increase at a CAGR of 2.92% between , with EBITDA growing at a CAGR of 8.03%. Our EBITDA projection suggests gradual growth in the EBITDA margin from 5.9% in 2005 to 7.9% in Ebitda, Net Income, Dividends Financial Highlights (US$ mn) Sales 2,500 2,000 1,500 1, E 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E 0 Sales 1,727 1,620 1,675 1,737 1,846 1,904 1,925 2,016 2,174 2,278 Ebitda Net Income Dividends Source: Company Data & Ata Invest Estimates When Doas growth is viewed with respect to the historical development of the sector, it is seen that Doas has outperformed the overall market between , before growing in line with the sector between Doas CAGR of 52% far outpaced the sector CAGR of 13.48% between However, between , the sector s CAGR was 42%, while Doas recorded a CAGR of 45%. 800, , , , , , , , ,889 80, , , , ,272 46, , , ,309 39,806 44, ,958 29, , , ,042 4,352 11,174 17,803 15,831 4, Total Market Dogus Otomotiv 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Source: OSD & Company Data 14

15 Costs Although the Company is a major importer, it has a similar and comparable cost structure to leading automotive manufacturers. DOAS has a higher gross margin than Tofas, Karsan and Ford Otosan, with a 13.5% margin in 1H05. The company ranks third in terms of its EBITDA margin, at 5.8%, trailing Ford and Tofas. In 2005, we expect the share of operating expenses to grow from the 6% in 2004 to 7.3% due to the launch of new products. As demand slows, companies will spend more on marketing efforts, such as promotional campaigns. Other 26% Costs 19% Distribution 7% Marketing & Selling 15% Amortization 5% After Sales Services 28% Source: Company Data 15

16 Vehicle Inspection Stations In a consortium with German TUV Suddeutschland (TUVSUD) and AKFEN Holding (Akfen), Dogus Holding won the tender for the privatization of motor vehicle inspection services with a bid of US$ mn (US$ mn for the first region and US$ mn for the second). Consortium Shareholding Structure (TUVTURK) Akfen Holding 33.33% TUVSUD 33.34% Source: Company Data DOAS 33.33% The consortium will benefit from a 10% discount on a lump-sum payment, so the total amount to be paid will be US$ 552 mn. The project will be 100% financed through long-term debt. The stations will have a paid-in capital of US$ 75 mn and Doas will be able to afford this through bank borrowing. The total planned investment for the project will be between US$ 120 mn and US$ 150 mn over a 20-year period. The business offers high profit margins with very low costs thanks to its characteristic of being a service business. The consortium has the right to provide franchising to third parties for the stations. The project is forecasted to have an average pay-back period of 3-4 years and generate around US$12 bn in revenues over a twenty year period, with US$ 1.5 bn in net cash flow projected, again over a twenty-year period. The venture will also allow cross-selling opportunities, which are expected to lift revenues by at least 20%. The government will take a 30% share of the revenues for the first three years, a 40% share between the third and tenth years, rising to 50% from the eleventh to the twentieth year. There are currently fixed stationary vehicle inspection centers along highways in 71 towns and 13 provinces, with mobile centers in 10 provinces and 578 towns. These centers, which mainly inspect commercial vehicles, generated US$ 110 million of turnover in Every vehicle must go through an inspection. For passenger cars, new cars will have to go through inspection three years after their purchase and then undergo an inspection every two years. For commercial vehicles, new vehicles will have to go through inspection two years after the purchase and then be inspected each year. The services provided in the inspection services will be executed through franchises. TUVTURK will establish a minimum of 189 fixed stations and 38 mobile stations in 81 cities. Around mobile stations will be set up for smaller towns and settlements. There will be one franchise holder in each city, which will operate for 20 years. TUVTURK will be the controlling body, and will be responsible to the ministry. 16

17 The inspection tariffs will be determined by the Ministry of Finance. Currently, the inspection fees are YTL 100 for buses and trucks, YTL 75 for passenger cars and YTL 40 for farm tractors and motorcycles. There are 10 mn vehicles in Turkey, with inspected cars comprising 27% of the total in 2003 (2.7 million vehicles). This proportion expanded to 30-35% in The consortium expects this ratio to reach 60-65% within the next three to four years and 80-90% thereafter. The Government will also support this through new traffic laws. Given the growth of the automotive industry during 2004, we believe the acquisition of inspection stations will have a positive impact on DOAS' performance. It will also create synergies with the products and services already offered by DOAS. With more emphasis on the automotive-related business, the share of this business should grow from 10% to 30% in total revenues. Its contribution to EBIT, however, may reach up to 40%. Revenue by Business Segments (2004) Revenue by Business Segments (Future) Auto Related Bus. 10% Retail 20% Import & Dist. 50% Auto Related Bus. 30% Import & Dist. 70% Retail 20% Source: Company Data Last word: The Council Of State approved the transfer of operating rights for the vehicle inspection services in October 25th, so we included the our fair value of Vehicle Inspection Stations (VIS) to our target valuation for Doas. 17

18 Corporate Governance Dividend Policy In accordance with its articles of association, DOAS plans to allocate a minimum of 50% of its distributable net profit as annual dividends between Accordingly, it distributed YTL mn of cash dividends to its shareholders from its 2004 distributable income of YTL mn. This corresponds to a net dividend of YTL 0.32 per 1 YTL nominal share, a payout ratio of 48.2% and a 9% dividend yield at its payment date Estimated Dividend Pay-out & Yield (*) 18% 15% 12% 9% 6% 3% E 2006E 2007E 2008E 2009E 2010E 2011E 2012E 2013E Dividend Pay-out Dividend Yield 9% 7% 9% 9% 10% 13% 13% 14% 15% 15% 0% (*) At dividend yield calculation, current Mcap of the comapny was used. Source: Company Data & Ata Invest Estimates Disclosure and transparency of operations DOAS employs consolidated International Financial Reporting Standards in its financial statements. Board structure and process In line with its corporate governance rules, DOAS has four different committees under the board of directors. Chairman Board of Directors Executive Comittee Dealer Network Comittee Finance Comittee Risk Comittee HR Comittee 18

19 BALANCE SHEET (US$ mn) 2004/ E 2006E 2007E CURRENT ASSETS Cash and Cash Equivalents Short-Term Trade Receivables Short Term Receivables from Related Parties Inventories Other Current Assets Total Current Assets LONG TERM ASSETS Long-Term Financial Assets Investments in Associates Tangible Fixed Assets Intangible Fixed Assets Deferred Tax Assets Other Long-Term Assets Total Fixed Assets T O T A L A S S E T S SHORT TERM LIABILITIES Short-Term Financial Loans Short-Term Trade Payables Short-Term Payables to Related Parties Taxes Payable Other Short-Term Liabilities Total Short-Term Liabilities LONG TERM LIABILITIES Long-Term Financial Loans Provisions for Retirment Pay Deferred Tax Liabilities Total Long-Term Liabilities TOTAL LIABILITIES Minority Interests TOTAL SHAREHOLDERS EQUITY TOTAL LIABILITIES AND S.HOLDER'S EQUITY INCOME STATEMENT 2004/ / / /12 Net Sales 1, , , , Cost of Sales (-) 1, , , , GROSS PROFIT (LOSS) Operating Expenses OPERATING PROFIT (LOSS) Income & Expenses From Other Operations -net Financial Expenses net Income From Participations -net Net Monetary Gains/ (Losses) Profit Before Tax Taxation on Income (-) Minority Interest NET PROFIT AFTER TAX

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