2012 ANNUAL REPORT 35 th YEAR

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1 2012 Annual Report 2012 ANNUAL REPORT 35 th YEAR

2 Tatarstan Alabuga Romania Buzau Bulgaria Targovishte stanbul Lüleburgaz-K rklareli Yeniflehir Polatl Mersin Field of activity Basic Glass Basic Glass (Investment) Home Appliances Glass Automotive Glass Egypt El Sukhna Automotive Glass (Investment) Solar Glass Headquarters Contents Consolidated Financial Indicators 02 Management 04 Report of the Board 07 Report of the Board of Auditors 16 Independent Auditors Report 19 Corporate Governance Principles Compliance Report 68 Agenda for the General Assembly 78 Text of Draft Amendment to Articles of Association of 79 Contact Information for Trakya Cam Group of Companies / Plants 87

3 Trakya Cam in Brief Founded in 1978 as a subsidiary of Turkiye fiifle ve Cam Fabrikalar A.fi.,Trakya Cam Sanayii A.fi. cames out the activities of the fiiflecam Group in the field of flat glass and stands as the 6th largest producer in the world, and 4th in Europe. By inaugurating a new facility in 1981, Trakya Cam became the first company in Eastern Europe, the Balkans, the Middle East and Northern Africa to utilize the modern float technology for production and continued to introduce numerous innovations to the flat glass industry both in Turkey and the region. Today performing production activities through its seven float lines, Trakya Cam is active in four main segments: Basic glass products (flat glass, patterned glass, mirror, laminated glass and coated glass) Automotive and other transportation vehicles glass, Solar glass, Home appliances glass In line with its vision of regional leadership and notion of multi-focused production, Trakya Cam expanded its activities beyond Turkey in the second half of the 2000 s. After the commissioning of the first float line in Balkans in 2006 through, Trakya Glass Bulgaria EAD that is established in Bulgaria, mirror and tempered glass lines were introduced, and the autoglass plant became operational in In 2009 the company decided to establish a joint venture with Saint-Gobain, a leading player in the global glass industry, in order to perform flat glass activities in Egypt and Russia. Trakya Cam carried out its domestic development through introducing two float and one coated glass lines put into use in 2007 and one laminated glass line in 2008 in Bursa Yenisehir. Today, the Company is a strong supplier in the region, serving the construction, automotive, energy and home appliances industries through its partnerships and seven float lines in five different locations.

4 Consolidated Financial Indicators Summary Consolidated Balance Sheets Million TL Million USD Current Assets 1,011 1, Fixed Assets 1,639 1,175 1, Total Assets 2,649 2,348 2,047 1,486 1,243 1,324 Current Liabilities Long Term Liabilities Shareholders' Equity 2,010 1,794 1,550 1, ,003 Total Liabilities and Shareholders' Equity 2,649 2,348 2,047 1,486 1,243 1,324 Net Financial Debts 13 (216) (190) 7 (114) (123) Summary Consolidated Income Statements Million TL Million USD Net Sales 1,249 1,255 1, Costs Of Sales (919) (809) (720) (513) (484) (480) Gross Profit Operating Expenses (254) (219) (183) (142) (131) (122) Other Income/Expenses (Net) Operating Profit (EBIT) Equity Method Effect 4 (1) 17 2 (0) 11 Financing Income/Expenses (Net) Profit Before Taxes Tax Provisions According to Turkish Tax Legislations (22) (53) (31) (12) (32) (21) Deferred Tax Provisions Net Profit After Taxes Minority Interests (9) (11) (12) (5) (7) (8) Net Profit /Loss Depreciations Earnings Before Interest, Taxes and Depreciation (EBITDA) Financial Ratios Current Assets/Short Term Liabilities (Current Ratio) Total Liabilities/Total Assets 24% 24% 24% Total Liabilities/Sherholders' Equity 32% 31% 32% Gross Profit/Net Sales 26% 36% 33% Net Profit/Net Sales 6% 18% 20% Operating Profit (EBIT)/Net Sales 6% 19% 17% EBITDA / Net Sales 17% 29% 28% 2

5 2012 Annual Report Financial Indicators Net Profit EBIT EBITDA Total Sales (Net) Tangible Fixed Assets Flat Glass Production (Thousand Tons) Total Assets Total Shareholders Equity Investments

6 Management Teoman Yenigün Chairman of Board of Directors (61) Mr. Yenigün is a graduate of the Bosphorus University Department of Mechanical Engineering, He started his career in the fiiflecam Group in He served the Group at a various managerial levels. Mr. Yenigün was Executive Vice President of Glass Packaging Group between September 1998 February He was appointed as Executive Vice Chairman of Float Glass Group on 15 February Teoman Yenigün is assigned in executive body in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and he is not an independent member. N. Burak Seyrek Vice Chairman of Board of Directors (43) Mr. Seyrek is a graduate of Ankara University School of Political Sciences- Department of International Relations. The same year he started to work with Türkiye fl Bankas as an Assistant Specialist. He was appointed as Commercial Banking Sales Director in Burak Seyrek was Vice Chairman of Board of Directors of Ankara Branch of Association of Members of fl Bankasi until November He is an auditor to Pension Fund of Türkiye fl Bankas A.fi. since June 24, He was a Member of Board of Directors of Anadolu Hayat Emeklilik A.fi. from October 27, 2011 to March 29, N.Burak Seyrek is not assigned in executive body in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and he is not an independent member. Zeynep Hansu Uçar Member (41) Ms. Uçar is a graduate of Middle East Technical University Faculty of Economic - Department of Business Administration. She started her professional carrier as an Assistant Specialist in investments at the Department of Subsidiaries of Türkiye fl Bankas A.fi. in After holding severeal positions at the same department, Ms Uçar has been serving as Unit Manager of the Subsidiaries Department since Zeynep Hansu Uçar is not assigned in executive body in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and she is not an independent member. 4

7 2012 Annual Report Müfit Özkara Member (55) Mr. Özkara is a graduate of Faculty of Istanbul and Istanbul University School of Management, Institute of Enterprise Economy. He started his career in the fiiflecam Group in December He served the Group at a various managerial levels such as Director of Financial Resources and Vice Chairman. Currently he is Member of Board of Directors and auditor at various companies of the group. Müfit Özkara is not assigned in executive body in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and he is not an independent member. Prof Dr. Turkay Berksoy Independent Member (62) Prof Dr. Turkay Berksoy is a graduate of Istanbul University, Faculty of Economics. He holds a master s degree from Bosphorus University and a doctorate degree from Marmara University. He lectured at the University of East Anglia School of Development Studies as a visiting professor and has served as a faculty member and administrative staff member in various universities in Turkey. Prof. Dr. Turkay Berksoy is a faculty member and Chairman of Marmara University School of Finance. The author of several books, articles, research papers and other publications, Prof. Dr. Berksoy is a Certified Public Accountant and has served as a Board Member at various companies and organizations, including Ifl Bank Board (auditing member), The Tax Reform Commission, TOBB Special Commission, Günefl Hayat Sigorta A.fi., Petkim A.fi., Ataköy Otelcilik A.fi., Türkiye Denizcilik flletmeleri A.fi., and Tax Council of the Turkish Ministry of Finance. Prof. Dr. Turkay Berksoy is an independent member in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and he has no relationship with fiiflecam and interested parties. Prof. Dr. Atilla Murat Demircio lu Independent Member (66) Prof. Dr. Atilla Murat Demircio lu is a graduate of Istanbul University Faculty of Law and obtained his second bachelor s degree from the Bern University Faculty of Law. He became Associate Professor and subsequently Professor in Labor and Social Security Low. Having served as faculty member and director at various universities, he continues to serve as a member of the Y ld z Technical University Senate and Board. The author of several books, articles, research papers and publications, Demircio lu served as a Member of the Editorial Board of the Ministry of Culture s Encyclopedia of Trade Unions, Board Member at Hamburg Turkish-European Research Institute, and Deputy Chairman at Japan Research Association, in addition to his services as Consultant to the Ministry of Labor and Social Security, Honorary Consultant to TRNC Government, Member of the THY Audit Committee, Board Member of THY, Legal Advisor to ICC and Advisor to Istanbul 2010 European Capital of Culture Agency. He currently serves as Consultant in Antalya Chamber of Commerce and Industry. Prof. Dr. A. Murat Demircio lu is an independent member in accordance with Corporate Governance Principles of the CMB (the Capital Markets Board), and he has no relationship with fiiflecam and interested parties. 5

8 Management Board of Directors Teoman Yenigün Chairman Nevzat Burak Seyrek Vice Chairman Zeynep Hansu Uçar Member(**)(***) Müfit Özkara Member(**) Prof.Dr.Turkay Berksoy Independent Member(*)(**)(***) Prof.Dr. A.Murat Demircio lu Independent Member(*)(**)(***) Audit Committee Baflak Öge Auditor Mükremin fiimflek Auditor Managers Teoman Yenigün Chairman of Board of Directors Selçuk Yılmaz Demirk ran Vice Chairman on Production of Basic Glasses Reha Akçakaya Vice Chairman on Glasses for Automotive and Home Appliances Haluk Sar alt n Vice Chairman on Marketing and Sales M. Görkem Elverici Financial Director M. Haluk Güreren Development Director Özlem Vergon Planning Director Mahmut Temiz Human Resources Director A. Alper Can Trakya Glass Bulgaria EAD Float Glass Factory Director Sedat Çavufllar Trakya Glass Bulgaria EAD Automotive and Home Appliances Factory Director Gökhan Atikkan Trakya Factory Director Haflim Ekici Mersin Factory Director Gökçen Tural Automotive Glass Factory Director Serkan fiahin Trakya Yeniflehir Cam Sanayii A.fi. Factory Director Beytullah fiahin General Director of Trakya Glass Rus ZAO Gürcan Gürçay General Director of Automotive Glass Alliance Rus ZAO Ça atay Suner General Director of GlassCorp SA (*) Stated members make up audit committee, (**) Stated members make up corporate governance committee, (***) Stated members make up early risk detection committee. 6

9 2012 Annual Report Report of the Board Dear Shareholders; In its 35 th year of operation, we kindly submit the balance sheet and income statement of, issued for the period of prepared in accordance with the provisions of the Communiqué No.29 of the Capital Markets Board and the communiqués which impose attachments, amendments and clarifications to this Communiqué, for your supervision. Our company is an affiliate of Türkiye fiifle ve Cam Fabrikalar A.fi, founded by Türkiye fl Bankas in 1935 to "establish and develop the glass industry in Turkey" in line with the directives of the Great Leader Ataturk. Flat glass, patterned glass, mirror, laminated glass, coated glass, automotive glass, solar glass and home appliances glass are produced through state-of-the-art technologies in our company. In 2012, our company has been attentive to fulfill its duties and responsibilities in order to increase its contribution to the development of the national economy and to create value for its shareholders and completed its 35 th year of operation with success. II. Economic Developments and Prospects ( ) A. Global Overview Although vulnerability of the world economy and adverse conditions that has emerged due to global economic crisis, were transformed into a relative growth during period of , slowdown in growth rate, deepening of crisis and deterioration of expectations were apparent in This situation shows that systematic problems caused by the crisis in the world economy were not fully solved yet. Besides, the global economy poles could not yet develop common solution the whole world needs. Developed economies have begun to implement primarily classic monetary and fiscal policies to revitalize economic activity, and tried to decrease savings and encourage consumption by bringing interest rate near to zero level. Trillion dollars of money was injected into markets mainly through central banks. Attempts for revitalizing the economy through emerging monetary policies adopted by central banks of EU and USA could not help to activate markets for long period of time. Increase in money supply was not successfully transferred from banking system to real economy. Major part of this money was shared by various countries in global markets. Thus, foreign currency and exchange rate risks have increased in countries where major part of this money is accumulated. Central banks and governments tackling this situation led to so called currency wars. This situation combined with other factors has dramatically decreased growth rate of international trade. In a word, such a chaotic structure of crisis management continued in 2012 as well, and expectations for economic situation ensuring total increase of global welfare were postponed. Failure of economic recovery in EU countries has led to deepening of consumer mistrust, and demand in certain sectors, including glass products, has significantly decreased. Growth of Germany, the largest economy of the European Union, in 2012 was under 1%. And growth in France was close to zero. United Kingdom also could not manage to recover from global economic crisis. Debates on fiscal cliff increasing in the USA towards the end of year and adverse effects of Hurricane Sandy caused concerns on consumers and business circles. These factors have drawn back the USA s growth performance. Measures taken against fiscal cliff negatively influenced budget deficit in terms of both revenues and expenditures, and reached unsustainable level in relation to national domestic income. The American economy has grown by 2.2% in Developing countries were affected from stagnation and decrease of demand more than the developed countries when compared to previous years. Countries ensuring growth thanks to export of goods and services such as China and India, which are driving force of global growth, completed the years with growth rate under forecasted values due to decrease of demand in export markets. The impact of the Arabian Spring on the Middle East has diminished, but level of demand in the region has not reached desired level due to negative conjuncture, especially in Iran and Syria. The CIS market is continuing to grow rapidly. This growth is also boosted thanks to Russia s membership in the World Trade Organization. It is estimated that Latin America s growth in 2012 could be only 0.5%. One of the most important global developments of 2012 is that China s foreign trade volume outran that of USA, to become the world leader for the first time in the history, despite the fact that China had the lowest growth performance of the last 13 years. High rate of unemployment, which is one of the most significant result indicators, is observed in USA, Europe and Japan. This situation has negative impact on expectations and also hinders investment, consumption and purchasing tendencies in spite of all 7

10 growth policies. Thus, Purchasing Managers Index (PMI) continued to decrease during the year both in Europe and USA. Energy prices maintained their current level despite poor global demand and unexpected increase was observed in prices of commodity and precious metals, also due to China s influence. B Overview of Turkey s Economy The following policies were implemented in 2012; Decreasing mechanism of covering savings gap by outsourcing (current deficit) to sustainable rate, Limiting loan enlargement with a threshold, decreasing attractiveness of interest by implementation of a corridor, and increasing reserve ratios, Ensuring slowdown of import and domestic consumption, Diminishing destructive impact of these measures by increasing export; Controlling increase in budget deficit due to dependence of budget revenue to indirect taxes such as VAT and special consumption tax mainly supplied by domestic consumption and import by public taxation/pricing. Implemented policy partially prevented threat of current deficit in the expense of slowdown in growth. Extraordinary growth in supply of reserve currencies (USD, EURO) depressed exchange rates. Thus, major changes were prevented in consumer inflation. Long-term goal of 5% inflation was near as a result of rehabilitation of public finance, restraining imported inflation through exchange rates, and monetary policy implemented by the Central Bank. Besides, current transactions deficit, which was basic problem of 2012 as well, significantly decreased when compared to previous year. Furthermore, composition of current deficit financing has also changed. Current deficit financing of Turkey in years mainly consisted of purchasing shares, deposits and loans. But in 2012, they mostly consisted of public bonds. The highest purchase of bonds took place during this period. This led to increase of foreign currency reserves of the CBT (the Central Bank of Turkey), supplying TL against currency. Turkey s reserves together with gold reached a historic level of $125 Billion. Turkey managed to almost totally repay its debts to the IMF, which became a symbol of the 2001 crisis, and for the first time undertook to make $5 Billion contribution to the Fund. However, situation in real economy does not allow us to be very optimistic. According to official data, industrial production slowed down during the last quarter and even decreased in December In the light of these facts, it is estimated that Turkey s economy cannot provide 3,2% growth in 2012 as it was stated in MTP (medium-term program), and it is estimated to complete the year with a growth of around 2-2,5%. As a result, domestic demand was stagnant throughout Consumer trust fell down to the lowest point in the last quarter of the year just like in other countries. Turkey s economy demonstrated rapid growth in 2010 and 2011, but growth performance was at low levels in 2012 due to lack of progress in domestic demand. Although budget deficit increased in 2012, when compared to 2011, ratio of budget deficit to domestic income has completed the year at a level of 2% thanks to strict financial policies implemented in the last quarter of the year. Taxes were increased at the end of year, and at the same time, expenditures except interests were decreased. Moreover, valuation of TL was promoted through strict financial policies. Increasing of Turkey s credit rating by Fitch from BB+ to investing grade of BBB- was one of the most significant events for Turkish economy in Thus, Turkey s credit rating reached the investment level for the first time since The following are considered as main reasons for increase of credit rating to investment level: Moderate and decreasing public debt of economy while it is directed to soft landing, Strong banking system, relative and diversified economy, Positive medium-term growth expectations, Decreasing of Turkey s short-term macro financial risks. Increase in credit rating resulted in increase of credibility and reliability of public debt instruments. This enabled the government to undertake debts with lower interest rates and costs, and the country became more attractive for foreign capital. C. Expectations of World Economy in 2013 Prudence is expected to dominate 2013 due to the events occured in the previous year. Rich and developed countries are expected to weaken their currencies and become more aggressive in supporting their economies in foreign trade, and resulting of this situation in further fueling of destructive competition known as currency wars. Central banks are trying to manipulate currency exchange rates in such a way to further support export in their policy decisions. It is foreseen that developed countries (for example G-10) will be in such an attitude to closely follow developing economies and their markets in regulating exchange rates or at least policies focused on exchange rates. It is observed that negative risk perception in relation to Europe has begun to slightly decrease in Debt crises going out of countries agenda since the last quarter of 2012, further valuation of Euro in international markets and positive development in industrial production during first months of 2013 are perceived as positive signals for Europe region in However, work force reform to increase productivity is still needed for permanent solution. As a matter of fact, economies will not recover without increasing productivity. This may lead to impossibility of resolving the debt crisis and replacement of relative stability and recovery in financial markets with disorder once again. The ECB s intervention will be expected again in this case. Upcoming events that in 2013 will make it clear whether such a negative situation comes back or not. Nevertheless, another basic problem is expected to keep its presence: EU countries 8

11 2012 Annual Report with different economic conditions but using the same currency are experiencing real issues in implementing monetary policies that will satisfy the needs of all the interested parties. Although strong Euro is disadvantage of the Union in export to foreign countries, it works in favor of Germany. Economies that became equal in environment of the same currency are forced to struggle against powerful German industry, German technology, and German productivity. Discussions that may be triggered by such unrest may continue in 2013 and beyond it. USA s economy is giving controversial signals for Some economists argue that USA s economy is not ready to stand on its own feet yet, and therefore, FED needs to continue with an expansionary monetary policy until late Decreasing of unemployment rate down to level of 8% is not considered satisfactory. It is generally accepted that economy has not sufficiently recovered yet. The greatest risk for Obama s Government that took new measures against budget deficit is refueling of debates on fiscal cliff. China s economy is expected to achieve growth similar to On the other hand, some economists claim that China is able to achieve increase of growth in 2013, and this will partly base on recovery of domestic consumption. Japan s policies for 2013 led to certain concerns in circles of economy. Ratio of Japan s debts to its domestic income is over 200%. Public authority is determined to end chronic deflation process that has been continuing for almost 25 years. Analysts allege on scenarios that pressure imposed on the Central Bank of Japan to increase inflation target will result in increase of interest together with inflation, which will in turn lead to increase of Japan s obligations and risks of interest payment due to high indebtedness rate. Latin America is expected to achieve 4% growth in Tax deductions to be implemented in Brazil are expected to recover industrial production, accelerate the country s economy, and contribute in development rate of the region. Specialists forecast that increase in growth rate of Brazil will positively influence Argentina s economy, and Argentinian firms will benefit from increase in demand of Brazilian producers. To sum up, basic ground for prudence that is expected to dominate 2013 is creating serious uncertainty resulting from current situation. Main fields of uncertainty are; repeated breakout of debt problem in Europe despite all development and possible failure of measures, policies, and pumping money into markets aimed at bringing unemployment rate in the USA to acceptable level. Besides political formation in basin of Eastern Mediterranean and the Middle East, turning of rock gas into significant energy alternative in Northern America, and threats of this situation on economies producing traditional oil and gas also fuel up this uncertainty. However, quick change (technology, lifestyle, forms of conducting business, and new products) is basic element of uncertainty. D Expectations for Turkish Economy The CBT determined target of 5% growth, 5% inflation, and 5% current deficit for Turkey s economy in The European Bank for Reconstruction and Development (EBRD) forecasts that following Turkey s slowdown in 2012 it will continue to grow relatively faster in 2013, and growth rate in 2013 will be around 3.7%. JP Morgan expects that the CBT will implement policies aimed at keeping loan growth around level of 15% during the forthcoming period and narrow interest rate corridor in order to restrain inflow of short-term capital. Morgan Stanley foresees that Turkey may receive increase of credit rating from Moody s in 2013 while testing the new lowest levels of interest rate. It is almost obvious that interest rates, which floats at a level equal to or even lower than inflation in many term components, is tended to be decreased, if no significant breakdown happens. Turkish economy greatly benefited from opportunities of vibrant and expansive global conjuncture during 2000s. Even though desired rate could not be achieved in constructive reforms, especially improvement of public finance resulted in less public demand for tight resources and significant progress in money and capital markets. Besides, public finance obtained more resistant structure against drawbacks of financial rule compared to previous periods. Consecutively, significant income was received through privatization in 2013 even if it has not continual character because it was a one-off transaction. Turkey is expected to import $ 65 Billion worth of energy resources, if oiloil prices remain at current levels. Possible decrease in oiloil prices (and natural gas prices with delayed impacts) may result in reduction of this amount lower than 60 billion dollars. In any case in 2013 Turkey will maintain profile of economy that imports consumed energy, and thus, transfers created values outside. Conversion to nuclear energy in production of electricity, becoming point of energy transfer in natural gas, and solutions based on usage of local lignite in thermal energy may provide results only in long term, and these attempts cannot diminish impact of energy expenditures on current deficit in On the other hand, investments aimed at efficient use of energy are considered as the only controllable field that will provide benefit within short term. The World Bank estimated in its last report that Turkey s economy may grow by 4% in According to the same report Turkey achieved notable success in coping with inflation. Briefly, 2013 is expected to be relatively moderate year for Turkey, as well as for the world without inflation-related risks, during which current situation will be preserved. Common view of economists is that inflation does not any more represent a risk for Turkey thanks to stagnation of global economy and oil prices without dramatic increase (in spite of current high level) in addition to domestic development. The main threat is seen as stagnation of consumer demand. The government considers possible uncontrolled outside fluctuations, particularly in fields of economy and finances as the main risk area of Turkey in Turkey faced the global economic crisis with a certain degree preparation thanks to reorganization and economic programs in 2001 and However, they were not sufficient to prevent significant impact of the crisis. Most likely this situation will remain unchanged in

12 SITUATION AND SALES IN MARKETS General Overview of 2012 Despite negative impacts of stagnation in Europe s economy and slowdown of growth in Turkey and developing countries on construction and automotive sectors, main markets of float glass, Trakya Cam managed to maintain level of sales turnover achieved in 2011, continued its investments launched with the vision of becoming a fast growing and global float glass company, and took important steps towards expanding its footprint into new territories. Slowdown in demand for float glass throughout 2012 mainly in markets out of Turkey and increase in prices of inputs negatively influenced profitability. Nevertheless, Trakya Cam managed to restrict this negative impact on profit thanks to measures aimed at increasing efficiency and output, and decreasing costs, mainly energy savings. Trakya Cam put into use second mirror production line in Turkey in July in order to meet growing demand for mirror in Turkey under growth projects of The company concurrently continued investments in three float lines in three different countries, namely Russia, Bulgaria, and Turkey. Besides it commenced investment in coated glass line in Bulgaria aimed at expansion of value added product range. Automotive glass investment in Russia continued deliberately. Furthermore, pursuant to its decision to enter in India, one of the most rapidly growing float glass markets, the Company signed a Joint-Venture Agreement with Hindusthan National Glass & Industries Limited (HNGIL), one of the largest glass producers of India, in January 2013 following its Memorandum of Understanding signed with this company in Trakya Cam went into an organizational restructuring in order to support its growth, increase efficiency and productivity of its activities, strengthen its decision-making mechanisms, and fulfilled important projects within the group for the purpose of making data systems including ERP projects. Trakya Cam is determined to use its growth potential in the best way in future, and aiming for further enhancement of studies related to energy-saving production processes, development of new products with high added value, carry on projects of decreasing costs, simplification of processes, and advance on the way to become a global firm by strengthening its infrastructure. Overview and Sales Information in Markets Construction Industry Global stagnation that also influenced float glass consuming sectors from beginning of 2012 had negative impact on float glass consumption in many countries including Turkey where Trakya Cam conducts its activities. Producers throughout Europe significantly restrained supply due to decreasing levels of consumption and prices. Negative impact of political instability in the Middle East and Northern Africa in addition to economic stagnation greatly affected the market. Partial activity was observed in Russia s market. Trakya Cam carried out its sales taking into account profitability under these market conditions. Slowdown of domestic demand in Turkey led to stagnation and decrease in volumes of all subsectors. The most affected among them was construction industry. Rapid growth was observed in construction industry during period following 2009 shrinkage of the industry. But in 2012 for the first time since then level of growth was as low as 1%. Nevertheless, increase in building permits by 22% in 2012, increase in the housing sales by 4.6% and urban regeneration projects in the housing industry is expected to stimulate sales in the next periods and positively affect the consumption of flat glass. In addition, building renovations and supervision of energy identity documentation for buildings will lead to use of higher quality windows with thermal insulation. Trakya Cam has intensified regional activities in order to expand its field of influence under these conditions. It maintained constantly high quality of services, widened product range with new products, efficiently met demand in all market segments, and increased volume sales. Trakya Cam is constantly monitoring the developments in international markets and directed sales activities towards more profitable markets. Evaluation of regions shows that volume of sales decreased in the Balkans and Eastern Europe, where economic stagnation is at the highest level. On the other hand, despite negative impact of stagnation on consumption number of customers and market share of Trakya Cam increased in Bulgaria, where the company is a local producer, and Romania which is also a very important market. Sales were conducted in a controlled way taking into account profitability in Central and Western Europe where limiting of supply happened most of all. Market s condition and opportunities were quickly evaluated in region of Middle East and Africa hit by decrease of demand and oversupply due to political and economic instability. Demand was met at the maximum level within the first half, and sales were fulfilled in a controlled way during the second half. General economic uncertainty was observed in Russia. Demand was increased in this market during second half of the year. It was evaluated at the highest level considering new investment in production of float glass in All these events helped to maintain level of 2011 in basic sales of glass, and significant increase was achieved in sales volume of coated glass. 10

13 2012 Annual Report Automotive Industry Slowdown of growth in Turkey s economy, uncertainty of loan costs, and increase in special consumption tax led to shrinkage of Turkey s automotive market and light commercial vehicles. As a result Turkey s automotive market shrunk by 10% compared to 2011.Europe s automotive market, especially Western Europe, continued to shrink due to economic crisis. Automotive market of Western Europe shrunk by 8% while more positive situation is was observed in market of Eastern Europe. Automotive market of Russia, one of potential markets of world automotive industry, approached to level before the crisis. Shrinkage of Europe s market by 8% put the same impact on Turkey s automotive export. Export of vehicles in 2012 decreased by 8% compared to Decrease of demand in domestic and foreign markets directly influenced automotive manufacturing as well. Total automotive manufacturing decreased by 10% in In spite of shrinkage of automotive industry in markets of Turkey and Europe, compared to 2011 Trakya Cam managed to increase volume of sales by 8% in 2012 thanks to increasing share in new projects launched in Turkey and Europe. Trakya Cam began to procure glass to new projects of Renault and Ford in Turkey and Romania in 2012, and completed infrastructure works in order to commence new projects of Ford, Nissan- Russia, Toyota, and Hyundai in The company signs agreements with various firms on new projects aimed at forthcoming period. Trakya Cam supports increase in sales of automotive glass by widening portfolio of product with high added value. Home Appliances Industry Production in home appliances industry of Turkey increased by 8% compared to Growth of segments supplying inputs from Trakya Cam also increased; production of refrigerators by 12% and ovens by 4%. Production of home appliances in Europe maintained level of Trakya Cam focused on European market in sales of glass for home appliances such as ovens and refrigerators, and continued its growth in this market. The company s sales of glass for home appliances in Europe increased by 27% compared to the previous year. It continues to develop new and functional products in order to maintain competitive power in cooperating with leading European manufacturers of home appliances. Energy efficiency is top priority in all products. Solar Glass Industry After the rapid increase of installed capacity of solar batteries producing electricity using solar energy rapidly increased in 2011 all around the world it was followed by a horizontal tracking installation reached 100 GW in Currently Europe is the largest market for photovoltaic (PV) installation. Mainly America, China, Japan, and India, as well as South- East Asia, Latin America, Middle East and Northern Africa countries are emerging markets in this field. Together with the various forecasts for development of global solar battery market during forthcoming period this industry is expected to be a very important potential market for float glass production in long term. Sales of Trakya Cam s energy glasses designed for solar batteries and solar collectors mainly in markets outside Turkey decreased to a certain level due to shrinkage in the market and transfer of solar battery production to China. Turkey has important potential in using solar energy within the global solar energy market. The Ministry of Energy set out a target of supplying 30% of energy consumption with renewable energy sources in its plan comprising period of The Energy Market Regulatory Authority (EMRA) is planning to issue license for 600 MW in June 2013 for solar energy stations in order to achieve this target. Such measures are expected to boost growth in installed power of solar energy and market of energy glasses in Turkey. Trakya Cam is aimed at increasing sales to current customers and gaining new customers in new markets. Therefore, the company is continuing its studies to develop glass products that will contribute in increasing efficiency of solar energy systems. PRESENTATION AND PROMOTION ACTIVITIES Trakya Cam is carrying out effective presentation activities for each product group aimed at increasing popularity, expanding application range of solar glass, input for construction, automotive, furniture, home 11

14 appliances, agriculture, and energy sectors, and distinguishing them from similar products. Individual training and seminars titled Glass in Energy Efficiency were delivered for customers, manufacturers of PVC and aluminum profiles, architects, engineers, and public agencies in various cities in order to expand application range Trakya Cam s products. Presentation of our new products is supported by various studies. An extensive advertisement campaign was launched to present and promote products Is cam Synergy and Is cam Comfort that play an important role in energy saving and protection of environment, and provide 50% more heat insulation compared to standard double-glazing. Slogan of this campaign was Is cam Comfort, Is cam Synergy. Because your money is valuable, your home is valuable. Importance of glass in selection of house and insulation provided by glass were emphasized during this advertisement campaign arranged on television, newspapers, radio, and digital environments. Presentation materials were sent to sales points in order to inform consumers. Campaign titled Advantageous Double-Glazing was arranged in Izmir province in order to support the advertisement, and Is cam web site was renewed. The company sponsored films on heat and noise insulation within Y TEAM advertisement campaign prepared with support provided by members of the Heat, Water, Sound Insulation and Fireproofing Association (IZODER). The company participated in fairs within the country and abroad, including Glasstec, one of the largest glass fairs of the world. It presented products in specially designed stands, and shared them with all partners at international level. These fairs helped to strengthen Trakya Cam s market image, meet industry professionals, and set up new trade connections. All opportunities were used in order to increase company and product recognition. Our corporate and product announcements were published in local and foreign magazines and web sites. We carried on close cooperation with the Association of Free Architects, took part in product presentation meetings of the Association in Istanbul, Ankara, and Izmir to present products directly to target group. PRODUCTION AND DEVELOPMENT Effective Capacity Management and High- Output Production Trakya Cam is carrying out its activities with 7 float lines at five different and with automotive glass, mirror, laminated glass, coated glass, and glass for home appliances, patterned glass, and solar glass production facilities. Trakya Cam balanced its capacity at these production facilities in the most suitable way in order to meet market demands in 2012 in the best way ensuring low costhigh quality, wide product range taking into account current market conditions, and tried to produce all product groups with high output. Cold repair of a float line, of whose furnace life has expired, at Luleburgaz Factory in Turkey was conducted during this period. The line is expected to be commissioned at early Trakya Cam is developing current production facilities for effective use of energy, and implementing various designs and new technologies aimed at reducing energy consumption in all new furnaces to the lowest level. Cost Saving and Effective Usage of Energy Trakya Cam tried to use all resources in the most effective way in 2012 as it was the case during previous years considering current market conditions and increasing input prices in order to achieve goal sustainable and profitable growth focused on effective total cost management, and ensured significant cost saving thanks to increase of output and productivity. Trakya Cam is paying great attention to protection of environment and cost saving. Therefore, it is striving to fulfill glass production process using less energy. The company managed to achieve important results from activities carried out in 2012 as well. These activities enabled the company to reduce energy consumption in glass furnaces used for production of glass. Moreover, Waste Heat Electricity Production Facility designed for recycling heat energy emitted to atmosphere from chimneys in float glass production in order to produce electricity was put into use at Yeniflehir Factory, and the company launched production of electricity with auto-producer license. Projects aimed at implementing similar system in all our factories are quickly commenced. Cost saving and reducing energy consumption will continue to be among the most important issues in Trakya Cam s agenda, and the company will carry on developing new projects in forthcoming period. R&D and Range of Products with Added Value Trakya Cam is growing in different territories with new capacities, and widening portfolio of products with added value is the most important element of its growth strategy. In particular, Trakya Cam speeded up R&D activities in field of coatings that provide different functionality to surface of glass in 2012, and achieved noteworthy success in this field. Widening product range of coated glasses that provide energy savings thanks to heat and solar control features, and increasing revenue of these products became the main 12

15 2012 Annual Report goal of Trakya Cam. The company offered five new products to the market in this field, and achieved 27% increase in sales volume of coated glass. The company conducted activities in order develop high-performance coated glass suitable for architectural use that enables heat processing of coated glasses. In particular, commissioning of coated glass facility constructed in Bulgaria is expected in This facility will be a significant step in widening product range of high quality coated glass. Infrastructural works aimed at increasing supply of high-transmission glass for solar batteries and thermal collector systems in field of energy glasses, as well as production of antireflective coating in order to further increase light transmission were completed in Commercial production of these products will begin in Furthermore, studies on development of low-iron glass for home appliances and furniture sectors were completed and commercial production was launched. Issues such as reduction of CO 2 emission and making vehicles lighter for this purpose, decreasing cooling load, fuel saving, and using unleaded materials are gaining more importance in Europe s automotive industry. Trakya Cam is continuing various R&D projects in field of automotive glass in line with these issues. The company is developing special coating with heat insulation features. Works on development of coated glass with various functional features are being fulfilled in field of glass for home appliances. Investments Trakya Cam implemented a stipulated growth plan during It carried on important investment projects, took essential decisions, and set up new enterprises that will be basis for rapid growth. Significant growth projects are being fulfilled in Turkey, Russia, Bulgaria, Romania, and India. Second mirror production line put into use in Mersin in July 2012 in order to meet growing demand for mirrors in Turkey. Trakya Cam is continuing investments for construction of two float lines with total capacity of 580 thousand ton/year in Ankara Polatli Industrial Estate in order to fully meet customer demands in accordance with growth expectations in Turkey s float glass market. These facilities will be gradually commissioned beginning from It is a significant step towards rapid growth and enhancing competitive power of Trakya Cam in Turkey s market. Number of Trakya Cam s float lines in four different regions of Turkey will increase to total of eight together with these two float glass lines. Trakya Cam commenced investment for the second float line in Bulgaria parallel to the first line in order to advance its presence in the Balkans float glass market and meet demand for automotive glass and green glass pursuant to growth strategies outside Turkey. Trakya Cam is making investment for coated glass line in addition to investment for the second float line in order to increase market share in the Balkans and Central Europe especially in field of products with added value and meet the market s demand with wide product range. These facilities planned to be put into use in 2013 will allow Trakya Cam carry out activities in Bulgaria in fields of float glass, mirror, glass for home appliances, automotive glass, and coated glass. Float glass investment launched in the Republic of Tatarstan, Russia in partnership of 70% Trakya Cam - 30% Saint-Gobain is being continued. The company is aimed at becoming a local producer in Russia as well thanks to this investment and gaining power in the market within short period of time. Investment in automotive glass manufacturing facility is continued in the Republic of Tatarstan, Russia pursuant to development potential of Russia s automotive industry. Both float glass line and automotive glass manufacturing facility in the Republic of Tatarstan are expected to be put into use in Trakya Cam is planning to launch mirror and coated glass production projects in addition to the above-mentioned investments. Thus, the company is aiming at getting use of growth potential in Russia s float glass industry in the most effective manner. Trakya Cam is expected to put into use total of three new float lines and a coated glass facility at the same time during the next year. Trakya Cam bought 90% shares of Glass Corp S.A. in order to construct automotive glass factory in Romania pursuant to its goal of becoming a strong supplier of automotive glass. Trakya Cam signed a Joint-Venture Agreement (JVA) with Hindusthan National Glass & Industries Limited (HNGIL), one of the largest glass producers of India, in January 2013 to become partner of HNG Float Glass Limited following its Goodwill Agreement signed with this company in 2012 pursuant to its decision to enter in India s float glass market. These steps were taken pursuant to vision of rapid growth aimed at developing countries with high potential. The parties are carrying on activities in order to establish a partnership. TRAKYA CAM IN NEW ERA Although currently there is slowdown in float glass demand mainly in Europe s market, world float glass demand is expected to grow 4-5% on average in the upcoming period. Growth in the industry is basically expected in developing countries. Development of solutions for energy saving and protection of environment, products with added value and enhancement in coated glass production became main dynamics for growth in the industry. On one hand increase in capacity is foreseen in developing countries thanks to new investments, on the other hand growth of added value is expected particularly in developed markets with innovative solutions and rapidly developed new products. Trakya Cam is determined to carry on its regional leadership successfully maintained until today considering current competitive conditions, and further enhance its growth pursuant to vision of Being a fast growing global flat glass company with strong brands and innovative solutions in forthcoming period. Aspiration of Trakya Cam, in line with this vision, is to grow in current markets and also expand its footprint to different regions thanks to new capacities, develop technological solutions for energy saving and protection of environment to ensure sustainable development, offer its customers a wide range of products with high added value, enhance processes aimed at increasing customer satisfaction, speed up product innovation and R&D activities, and take significant steps towards becoming a global float glass manufacturer thanks to effective total cost management. 13

16 BRANDS TRC Helio clear TRC Helio extra clear TRC Helio green, gray, bronze, blue TRC Ecotherm TRC Ecosol TRC Tentesol TRC Tentesol T TRC Aura Reflekta TRC Lameks TRC Acoustic Lameks TRC Duracam TRC Elit Glass TRC Deco classic TRC Deco wired TRC Flotal TRC Flotal E TRC Flotal S TRC Rainbow TRC Durasolar P+ Automotive Glass Brands Duracam Lameks Toflex Toglas 14

17 2012 Annual Report Capital Structure and Changes in Capital Structure Türkiye fiifle ve Cam Fabrikalar A.fi. owns 70% of our Company s capital that amounts to TL The registered authorized capital is TL Dividends Distributed in the Last Three Years The gross dividend corresponding to 4% of paid-in capital had been paid to the shareholders as bonus shares in The gross dividend corresponding to 7,5% of paid-in capital had been distributed to shareholders in cash in The gross dividend corresponding to 15% of paid-in capital had been distributed to shareholders as bonus shares in Miscellaneous In all transactions of the Company with the holding company and its auxiliary companies regulations concerning the distribution of concealed gains through transfer pricing have been upheld and as a result of the procedures explained in the report, there occurred no loss to be covered in Distribution of 2012 Profit Our company has closed the 2012 accounting period with a net profit of TL Our net consolidated profit of TL , reflected in the consolidated balance sheet as of 31 December 2012, prepared in compliance with the "Communiqué Series: XI and No.29, Principles Regarding Finanacial Reporting in Capital Markets by the Capital Markets Board (CMB) shall be segregated as follows according to Clause 29 of Master Contract and to the CMB regulations and Company s Profit Distribution Policy revised at meeting of the Board of Directors dated February 23, 2013 and announced to the public on the same date; The gross dividend corresponding to 2,3858% of paid-in capital in amount of TL to be distributed in cash, and gross dividend corresponding to 2,3527% of paid-in capital in amount of TL to be added to the capital and then to be distributed as shares to the shareholders. The distribution of cash dividents to take effect on May 31 st 2013, and the distribution of bonus shares to be completed within legal term. The aforementioned issues about distribution of profit are resolved by the BoD to be submitted to the review and approval of the Ordinary General Assembly meeting to be held on April 05, Proposal for the Distribution of the Profit of the Year of 2012 Profit for the period ,00 Taxes Payable (-) ( ,00) Net profit for the period ,00 Legal Reserve ( ,73) Net Distributable Profit ,27 Donations Made During the Fiscal Year ,11 Net Distributable Profit for the First Dividends Including Donations ,38 First Dividend to Shareholders ,00 Extraordinary Reserves ,23 We would like to express our sincere thanks to our customers, suppliers, shareholders and group companies that have provided us with the support and confidence that we have needed to achieve the aforesaid results. Teoman Yenigün Chairman of the Board of Directors Müfit Özkara Member of the Board of Directors 15

18 Report of the Board of Auditors for 2012 To the General Assembly of ; Business Title Head Office Registered Authorized Capital Issued Capital Field of Activity Statutory auditors names, surnames Terms of office and whether they have a shareholding interest in the company Number of meetings of Board of Directors attended and of Board of Auditors held Scope, dates and conclusion of the examination made on the accounts, books and documents of the Company Numbers and results of the cash counts held in the Company s pay desk pursuant to the relevant articles of Turkish Commercial Code Dates and results of examinations made pursuant to, the relevant articles of of the Turkish Commercial Code Complaints, irregularities received and actions taken in relation thereto : : stanbul : TL. : TL. : Production and sales of basic glass, autoglass, solar glass and home appliances glass. : Baflak Öge Mükremin fiimflek Statutory auditors don t have a shareholding interest in the company nor they are the employees of the company : Meetings of Board of Directors participated in; 7 Meetings of Board of Auditors held: 6 : Based on the examinations of the company s books and documents carried out on , , , , and , it has been established that the books are kept in accordance with the applicable laws and generally accepted accounting principles. : In 2012, 6 cash counts were conducted and it was determined that cash balance in the Company accounts accurately reflects the actual cash on hand. : As a result of the examinations carried out on , , , , and it has been ascertained that all types of valuable papers provided as pledge or guarantee, or entrusted to the Company s pay desk for safekeeping are present and that the same conform to the records. : During our term of office as auditors, neither complaints nor reports of irregularities have been reported. We have examined the accounts and transactions of Trakya Cam Sanayii Anonim fiirketi for the period with respect to their compliance with the Turkish Commercial Code, the Company s Articles of Association, and other applicable legislation, as well as generally accepted accounting principles and standards. In our opinion, the attached balance sheet drawn up on 31 December 2012, the contents of which we acknowledge, fairly and accurately presents the Company s financial status on the date, and the income statement for the period 1 January December 2012 fairly and accurately presents the operating results for the period, and the dividend distribution proposal is in compliance with the laws and the Company s Articles of Association. We hereby submit the balance sheet and income statement for your approval and the acquittal of the Board of Directors. Members of the Board of Auditors. Statutory Auditors Basak Öge Mükremin fiimflek 16

19 TRAKYA CAM SANAY A.fi. CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2012 and 2011 TOGETHER WITH AUDITOR S REPORT (ORIGINALLY ISSUED IN TURKISH)

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