SAY REKLAMCILIK YAPI DEKORASYON PROJE TAAHHÜT SANAYİ VE TİCARET A.Ş.

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1 Sovereign* National International TURKEY Corporate Credit Rating Manufacturing Outdoor Advertising Products Long Term Foreign Currency BBB- A-3 Local Currency BBB- A-3 Outlook *Assigned by Japan Credit Rating Agency, JCR on May 23, 2013 Analyst: Abdurrahman TUTGAÇ/ Short Term FC Stable Stable LC Stable Stable Local Rating BBB+ A-2(Trk) Outlook Positive Stable Sponsor Support B - Stand Alone 2 - Foreign Currency BBB- - Local Currency BBB- - Outlook FC Stable - LC Stable - SAY REKLAMCILIK YAPI DEKORASYON PROJE TAAHHÜT SANAYİ VE TİCARET A.Ş. F i n a n c i a l D a t a 1Q2014** 2013* 2012* 2011* 2010* Total Assets (000 USD) 22,176 22,676 26,372 21,012 15,411 Total Assets (000 TRY) 47,805 48,309 46,878 39,690 23,696 Equity (000 TRY) 36,859 33,741 21,252 20,700 11,396 Net Profit (000 TRY) 321 3, , Sales (000 TRY) 4,010 42,802 36,340 49,633 15,701 Net Profit Margin (%) 8, ROAA (%) n.a ROAE (%) n.a Equity / Total Assets (%) 77, Net Working Capital / T. Assets (%) 49, Dept Ratio (%) 22, Asset Growth Rate (%) n.a n.a *End of year, ** Unaudited financial statements of 1Q2014 Overview Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. (hereinafter referred to as Say Reklam or the Company), was founded in 1989 in Izmir by the GÜLDOĞAN Family. The Company operates in the field of outdoor visual communication media, interior and exterior building decorations and construction and/or contracting of steel and concrete building projects. The production facilities and headquarters are located in Kemalpaşa, Izmir on a m 2 indoor plant with a staff of 240 as of FYE2013. The Company opened a branch with 8 personnel in Levent, Istanbul in 2007 to coordinate sales and marketing operations. The Company provides key-ready projects to the domestic market and to a wide range of countries including Germany, Russia, England, China, Ukraine, Bulgaria and Romania. After a successful completion of its initial public offering on June 24, 2013, the shares of Say Reklam began trading on the Emerging Companies Market of the Borsa Istanbul A.Ş.. The Company acquired Imm Network GmbH, a German project management and intellectual property rights firm founded in 1999, for EUR 1.5mn in May Strengths Improved profitability ratios as a result of a focus on its core business activity Increasing level of equity in funding assets in line with growth projections High level of net-working capital ensuring strong ability to satisfy both maturing short-term debt and upcoming operational expenses Turnkey project delivery capability through high-tech manufacturing plants Reputable and growing corporate customer portfolio Acquisition of a strategic company in Germany enabling a wider access to the EU market Constraints Currency risk due to dependence on imported raw materials Lack of regulative authority and general legislation in the outdoor advertisement sector and diversifying regulations of municipalities Widespread presence of small-scale enterprises resulting in inefficiency and unfair competition The need for progress in compliance with corporate governance principles Financial reflections of the domestic political tension and global economic fluctuations affecting developing countries Publication Date: June 25, 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 The ratings assigned by JCR Eurasia Rating for Say Reklam are a reflection of the Company s independent audit report prepared in conformity with International Financial Reporting Standards (IFRS), on and off-balance sheet figures, general market conditions in its fields of activity, information and clarifications provided by the Company and non-financial figures. In addition to the Company s asset quality, equity structure, risk management practices, profitability figures, market shares, growth rates and expected support, the financial and non-financial positions of the main shareholders and related companies were also taken into consideration while determining the risk assessment of the long-term international local currency and foreign currency grades as well as national grades. The main driving forces behind the Company s long-term national grade are; Reputable Customer Portfolio Say Reklam provides solutions to a wide range of reputable customers in and out of Turkey such as banks, automotive, telecommunication, hotels and fuel oil companies. Acquisition of a Strategic Company in Germany The Company acquired Imm Network GmbH, a German project management and intellectual property rights firm founded in 1999, for EUR 1.5mn in May This move is expected to reinforce the Company s position in Europe, enlarge its client base and bolster its capabilities via planned franchise agreements in 18 countries in Europe. Turnkey Project Delivery and High-Tech Plants Say Reklam is one of the few firms providing comprehensive key ready corporate identity implementations in Turkey and distinguishes its position in the sector through its 25 years of experience, large scale manufacturing plant and additional investments in line with its strategy of offering outstanding products and services. Improved Financial Indicators In line with the Company s long-run strategy, a successful IPO was completed and funds generated for additional investments and to strengthen financial management. Moreover, Say Reklam improved its profitability performance through limiting administrative and financing expenses and focusing on its core business, outdoor advertising, from which the Company benefits a greater profit mark-up than its construction operations. Disadvantages of the Sector Lack of regulative authority and general legislation in the outdoor advertisement sector, diversifying regulations of municipalities, widespread presence of small-scale enterprises and subsequent inefficiency and unfair competition, currency risk due to dependence on imported raw materials and insufficient level of qualified personnel are some of the major challenges of the sector. MANUFACTURING The Need for Progress in Corporate Governance Say Reklam enhanced its corporate governance practices during the IPO period. However, the Company needs further improvements such as stating its mission and vision through a SWOT analysis, establishing a formal Code of Ethics and human resource policy and disclosing contents such as organizational chart and personal backgrounds of board members on its website. Political Tension and Global Economic Effects on the National Economy Ongoing political tensions, unrest in some bordering countries, upcoming presidential elections, decreases in investor risk appetite, slowing capital flow to Emerging Countries after the FED tapering policy, increasing interest rates and upside pressure in foreign currencies have increased volatility and decelerated growth. With respect to the above mentioned factors, JCR Eurasia Rating has assigned the long term international foreign currency and local currency ratings of Say Reklam as BBB-, the same as that of the sovereign ratings of the Republic of Turkey, and assigned the long term national local rating as BBB+ (Trk) in JCR Eurasia Rating s notation system, which denotes a high investment grade. 2. Outlook A Positive outlook has been assigned for the Company s long term and a Stable outlook for the short term national grade, considering the increasing presence of the Company in the foreign markets through the acquisition of a firm in Germany specialized in outdoor signage, displays and furniture, improved profitability indicators, high level of networking capital, scheduled investments to increase the productivity of the current plants and additional facilities for sign production and its capability of offering comprehensive projects to its reputable customers. It is expected that Say Reklam will sustain its presence in the volatile political and macroeconomic environment and unregulated outdoor advertising market through its capability of access to liquidity resources, moderate debt ratio, increasing equity level and internal resource generation capacity. Additionally, JCR Eurasia Rating has affirmed and assigned Stable outlooks on the international long and short term local currency rating perspectives of Say Reklam, which are the sovereign ratings outlooks of the Republic of Turkey. The main driving forces that can call forth a revision in the current outlook status include legislative regulations in the outdoor advertising sector, return of the investments of extending business operations, Turkey s sovereign rating which is highly responsive to domestic and foreign political and economic uncertainties and recovery and stability in the euro zone economy which would ultimately have effects on Company s asset quality, liability profile and profitability. 3. Sponsor Support & Stand Alone Assessment It is considered that Say Reklam s major real person shareholder Güldoğan Family has the tendency to provide financial support within his financial strength when liquidity needs arise in the short or long term perspective. Considering the reviewed period JCR Eurasia Rating has assigned the Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 2

3 Sponsor Support Grade as 2 reflecting the financial and non-financial states and expected support by the shareholders. Over the 25 years of experience in the outdoor advertising sector, Say Reklam established extensive relationship with its vendors and customers and carried its operations to abroad. Moreover, corresponding to the growth of the Company s business volume, the steel and furniture departments reached to the level of an expertise to pursue their activities independently and established as two separate companies as Ateş Çelik Inşaat Taahhüt Proje Mühendislik Sanayi ve Ticaret A.Ş. in 2007 and Plaka Mobilya Taahhüt Sanayi ve Ticaret A.Ş. in We, as JCR Eurasia Rating, are of the opinion that Say Reklam has reached the level of adequate entrepreneurial ability, experience and facilities to manage the incurred risks in its balance sheet without any assistance by the shareholders through following up its related party transactions and projected growth strategy. Within this context, the Stand Alone grade of Say Reklam is determined as (B) in the JCR Eurasia Rating notation system. 4. Company Profile a) History & Activities Founded in Izmir in 1989 by Ercan and Erkan GÜLDOĞAN, the Company transformed its status to Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. in The company operates in the fields of outdoor visual communication media, interior and exterior building decorations, and construction and/or contracting of steel and concrete building projects. Say Reklam s core business activity is Corporate Identity Implementation provided to retail branches of its reputable clients. The Company offers comprehensive services to its customers such as facade, roof and road sign boards, stands, kiosks, directional signs and exhibition stands including design, manufacturing, installation and maintenance. While the majority of its customers are located in Turkey, the Company provides key-ready projects to a wide range of countries, including Germany, England, China, Ukraine, Bulgaria and Romania. The Company acquired Imm Network GmbH, a German project management and intellectual property rights firm founded in 1999, for EUR 1.5mn in May This move is expected to reinforce the Company s position in Europe, enlarge its client base and bolster its capabilities. As a result, the Güldogan Family separated two of its production lines from Say Reklam and founded the companies of; Ateş Çelik Inşaat Taahhüt Proje Mühendislik Sanayi ve Ticaret A.Ş., located in Izmir, was founded in 2007 and focuses on the production of steel constructions for power plants and the petrochemical industry in facilities with a total of m2 area and a work force of 170 as of FYE2013. Plaka Mobilya Taahhüt Sanayi ve Ticaret A.Ş., settled in Izmir, manufactures and installs interior furniture such as kitchens, doors and bathrooms through its CNC controlled machines since 2011 with its 93 employees. b) Organization & Employees The production facilities and headquarters of Say Reklam are located in Kemalpaşa, Izmir on a m 2 plant. The Company had a workforce of 240 as of FYE2013. In 2007 the Company launched a branch in Levent, Istanbul to coordinate sales and marketing operations with 8 personnel. The Board consists of five members, three of which are founders of the Company and members of the GÜLDOĞAN family. Mahmut Güldoğan, is also the General Manager. The two other non-family Board members serve in executive positions as Financial Director and Marketing Coordinator. Alongside the manager of its factory in Izmir, the departments of human resources, accounting, marketing and system development report to the General Manager. The Company s manufacturing plant consists of metal-form, aluminium, acrylic, wooden, thermo-form, vacuum, wet paint, powder paint, varnish and folio departments. Say Reklam adopted the Enterprise Resource Planning (ERP) system along with ISO 9001, ISO ve OHSAS 18001certificates and maintains investments on up-to-date machinery plants. c) Shareholders, Subsidiaries & Affiliates The following table provides the Company s 2013 year-end and 1Q2014 shareholder structures. After the IPO in 2013, the ownership structure changed and increased to TRY 21mn as of FYE2013. Based on the permission of the Capital Market Board, an additional TRY 1.25mn public offering was realized and increased the issued capital to TRY 22.25mn in January mn of 22.25mn shares are A group privileged shares and TRY 12.25mn shares, including public shares, are categorized as B group shares. With a broad, 25-year experience in the sector and cooperation of a wide network of customers and vendors in and out of Turkey, Say Reklam decided to go public in order to access capital to fund its growth, improve its liquidity management and invest and increase the capability of its manufacturing site. After a successful completion of its IPO on 24 June, 2013, the shares of the firm began trading on the Emerging Companies Market of Borsa Istanbul A.Ş.. Corresponding to the growth of the Company s business volume, the steel and furniture departments reached to the level of an expertise to pursue their activities independently. Say Reklam Shareholding Structure Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 3 Share Group 1Q 2014 Share in 2013 % Amount % Amount Erkan Güldoğan A , , Ercan Güldoğan A , , Mahmut Güldoğan A , , Other A Ercan Güldoğan B , , Erkan Güldoğan B , , Mahmut Güldoğan B , , Other B Public B , , Paid Capital (TRY 000) , ,000

4 The shareholding structures of related companies Ateş Çelik and Plaka Mobilya as of FYE2013 are shown in the table below. Shareholding Structure of Related Companies as of FYE 2013 (%) Ateş Çelik Plaka Mobilya Ercan Güldoğan Erkan Güldoğan Mahmut Güldoğan Emre Güldoğan Murat Özel Münir Güldoğan Total (%) Paid Capital (TRY) 11,000,000 1,000,000 d) Corporate Governance Say Reklam is listed on the Emerging Companies Market (ECM), on which the traded securities of the companies are registered by the Capital Markets Board of Turkey (CMB), but not meeting Borsa İstanbul listing requirements. Securities of the companies are issued on the ECM in order to raise funds from the capital markets by companies with growth and development potential. Companies listed on the ECM are not subject to CMB Corporate Governance Principles. The shareholding structure of the Company consists of privileged A group shares and B group shares. The Company announces related information with regard to voting rights and the role of assigning executive and audit board of the privileged shares on its website. The Board of the Company consists of 5 members, none of which are independent. In line with CMB regulations, Say Reklam established the Early Recognition of Risk Committee which presents bimonthly risk reports to the Board. The Company adopted ERP systems to improve the controls in the manufacturing processes and cost management. Moreover, Say Reklam meets the conditions for the certifications of ISO 9001, ISO and OHSAS which states a high level of quality management, environmental management and health and safety management systems. The website of the Company contains disclosures contributing to transparency on topics such as shareholder structure, audit reports, articles of association, general assembly minutes and attendance sheet. On the other hand, to enhance better transparency, the Company s website should include the Company s organizational chart, vision and mission as a result of a detailed SWOT analysis, human resource policy, personal backgrounds of board members and ethical values. In the field of Corporate Social Responsibility, the Company undertakes the sponsorship of training programme of Outdoor Advertising Products and Serigraphy within Ege Vocational School under the University of Ege through supplying necessary equipment and machinery. Moreover, an apprenticeship training centre within the Company has provided training for the sector since e) The Company & Its Group Strategies Say Reklam is one of the few firms providing comprehensive key ready corporate identity implementations in Turkey and distinguishes its position in the sector through its 25 years of experience, large scale manufacturing plant, reputable customer portfolio and extensive network of vendors. As part of its growing strategy in foreign markets Say Reklam acquired Imm Network GmbH, a German company specializing in corporate identity projects. Say Reklam expects to benefit from the network and experience of Imm Network and access the Europe market via franchise agreements in 18 countries in the two years and reaching exports of EUR 20mn after three years. During the following periods, the Company declared an additional TRY 5mn investment planning to increase the capacity of the plants to produce signs. Say Reklam is seeking to apply to the Second National Market in July 2014 which enables Small and Medium Sized Enterprises (SME's) with growth potential to have their equities traded on the equity exchange. The Company s ultimate goal is to be the largest company in the region in its sector and a global brand. 5. Sector Overview & Operational Environment Say Reklam, a prominent firm in the outdoor advertising sector, provides corporate identity solutions as well as turnkey projects, including various decoration activities. In this regard, the firm occasionally faces competition from actors in the furniture and contracting sectors which offer similar decoration solutions. Regardless, considering the scope of its activities and projections, Say Reklam principally operates and aims to grow in the outdoor advertising sector. Parallel to the expansion in foreign markets and consequent growth in production scale, the firm is less likely to be constrained by the below mentioned factors arising from the local Turkish market. Following the changes and developments in socio-economic growth, city planning, urbanization and technological advances, outdoor advertising is becoming embedded in the daily routine and attaining even more importance for the enterprises to shape corporate identity. The firms operating in the sector are organized under the Sign Association of Turkey. Since the sector is not regulated and the entrants are not subject to certain criteria, reliable information regarding the sector activities and size are nonexistent. Nonetheless, according to latest research by OAA, the number of firms with more than 200 employees is limited. Still, the companies which take advantage of recent technological advances follow the trends closely and adopt EU standards for production can have a share in foreign markets. According to information from the Sign Association, the outdoor advertising sector in Turkey mainly suffers from; - lack of legal framework and government supervision, - absence of entry barriers, and proficiency validation, Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 4

5 - pricing policies of small scale companies which force the prices down, - dependency on imported resources for raw materials and - deficiency of qualified and well-educated staff. 6. Financial Foundation a) Financial Indicators & Performance Indices Relating to Size During the reviewed period of , Say Reklam performed a % cumulative asset growth performance. The driving force behind the sound growth performance was the investment of the Company in both fixed assets, including manufacturing plant and inventories through a TRY 6mn paidup capital injection by the real person shareholders and bank loans which lead to an annual asset growth of 67.50% in FYE2011. After the successful IPO in 2013, Say Reklam paid off a loan of TRY 8mn to banks and attached priority to internal resources in funding its assets which resulted in a moderate asset growth in FYE2013. In line with its business strategy to be a global brand in providing visual communication products, Say Reklam completed the takeover of IMM Network for EUR 1.5mn in May 2014 through its own resources. In order to provide services to its growing reputable customer base and to meet the projected export volume, Say Reklam is planning additional investments to increase its production capacity. Domestic sales of Say Reklam were similar in 2012 and 2013 after a decline following However, the Company increased its foreign sales to TRY 4.42mn through a % increase in 2013 and projected a substantial increase in the following periods in line with its strategies through IMM Network and its franchises. SALES (TRY 000) Domestic Sales 38,500 38,103 45,059 Foreign Sales 4,442 2,059 4,709 Other Sales Total 43,092 40,269 49,877 Currently Germany is the largest trading partner and, depending on the recovery of the European economy and a less fluctuating cost of raw materials, the Company expects to enjoy the potential benefits of the EU market. The strategic move of the Company through the acquisition of IMM Network is part of a projection of EUR 20mn exports after 3 years. Total Exports to 2013 (TRY) Total Exports to 2013 (TRY) Germany 2,348,984 UAE 56,911 Russia 1,059,849 USA 26,170 United Kingdom 602,048 Bulgaria 19,157 Kyrgyzstan 184,277 Dubai 6,437 Turkmenistan 130,003 Oman 8,058 After a decrease in FYE2012, the profitability ratios of ROAA and ROAE reached their highest levels over the reviewed period in FYE2013, reaching 8.43% and 14.60%, respectively. Despite a lower gross sales in FYE2013 compared to FYE2011, Say Reklam improved its profitability performance through limiting administrative and financing expenses and focusing on its core business, outdoor advertising, from which the Company gains a greater profit mark-up than its construction operations. Indices Relating to Profitability Say Reklam focused on its core business activity of outdoor visual communication production in 2013 and its share in total sales reached 85.86% from 49.24% in By contrast, construction and contraction sales decreased to 5.79% in 2013 from 46.48% in Total volume of the sales of the Company increased 7.01% in 2013 compared to previous year, despite lagging behind the total sales performance of TRY 49.74mn in The dispersion of the gross sales of the Company is presented below. SALES (TRY 000) Outdoor Visual Product Sales 36,999 19,829 30,329 Construction/Contraction Sales 2,496 18,718 15,342 Scrap Sales 300 1,081 1,223 Commodity Sales 3, ,525 Services Other Incomes Total 43,092 40,269 49,877 Net profit margin is an indicator of a company's pricing strategies and how well it controls costs. While remaining comparatively low around 2% between 2010 and 2012, net profit margin increased to 7.88% in FYE2013. Say Reklam adopted an Enterprise Resource Management following 2009 and established a wide supplier network through its 25 years of experience in the market which paved the way for an ability to benefit from best prices enabling control in costs of sales. Moreover, in line with a decrease in construction sales, cost of sales to total sales presented a decrease following 2011 and stood at as of FYE2013. Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 5

6 Say Reklam managed to decrease its finance expenses from 1.9mn to 1.6mn despite its increasing operations thanks to funds achieved from the successful IPO in June 2013, enabling it to reduce the loans from banks. Together with a pre-tax profit of TRY 4.01mn in FYE2013, the Company s interest coverage ratio increased remarkably to %, indicating a strong ability of the Company to pay its interest on outstanding debt. The amount of doubtful trade receivables of the Company moderately increased in 2013 to TRY 185k from TRY 159k in However, due to a TRY 7.25mn decrease in trade receivables from related parties, the NPL ratio of Say Reklam increased to 3.71%. The Company had a portfolio comprised of reputable customers which kept the doubtful receivables amount low and full provisioning for its doubtful trade receivables contributed to its asset quality. b) Asset Quality Tangible assets was the leading item comprising 31.41% of total assets as of FYE 2013 due to acquisitions of manufacturing plants from real person shareholders and additional investments to increase production capacity. Following 2011, the amount of inventories increased, making up 28.53% of total assets and led to a longer days inventory outstanding (DIO) ratio as of FYE2013. However, the high inventory level was part of an increase in the Company s on-going undertakings during the year. Due to the funds generated from the IPO, liquid assets increased despite a substantial payoff related to financial debts comprising 11.98% of total assets. Say Reklam is planning to use its liquidity for additional investments and R&D activities and in May 2014, the Company completed the acquisition of IMM Network GMBH through its own resources. c) Funding & Adequacy of Capital As part of its strategy, the Company maintained its growth and operations mainly through internal generated funds and capital injections. Moreover, after the IPO in June 2013, the Company provided a TRY 11mn fund while bearing TRY 1.21mn issuing costs and increased its equity to TRY 33.74mn. The equity to total resources reached its highest level of 69.84% as of FYE2013 over the reviewed period. Considering higher debt ratios referring to a higher leverage which consequently increasing financial risk, Say Reklam Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 6

7 decreased its ratio through capital injections from its shareholders and the public offering. Moreover, due to restrictions of the regulatory authority, the Company limited its related party debts and ultimately the debt ratio decreased to 30.16% as of FYE2013. The equity to liabilities ratio dramatically increased to % as of FYE2013, supporting the growth projections of the Company. representing effective risk management processes and contributing to asset quality. c) Liquidity Risk In managing liquidity risk, Say Reklam regularly monitors cash flows to match the maturities of assets and liabilities by ensuring access to reserves through a variety of liquidity channels. Liquid assets and marketable securities of the Company reached TRY 6.27mn thanks to funds generated via the IPO and the Company s own liquid assets, despite lessening financial loans to TRY 6.92mn as of FYE 2013 from 16.37mn in the previous year. Consequently, the short term borrowings to total assets ratio decreased remarkably to 27.91% from 45.82% as of FYE Risk Profiles & Management a) Risk Management Organization & Its Function General Informatıon Say Reklam became one of the major companies in its sector by increasing its business volume and extending its reputable customer portfolio. In line with its growing production facilities, the Company improved its control environment by adopting internal procedures and enterprise resource planning system which enables monitoring steps of the operations and mitigating risks. After the initial public offering, Say Reklam established the Early Recognition of Risk Committee in May 2014 in line with corporate governance principles to improve the management of and reduce financial and operational risks related to the Company s operations. Moreover, the Company meets international standards of quality management, environmental management and health and safety management systems via ISO 9001, ISO and OHSAS certification. Net working capital, also called operating liquidity dramatically increased to TRY 19.23mn as of FYE2013 from TRY 4.88mn the previous year. The net working capital/total assets ratio consequently increased to 39.81% as of FYE2013 indicating a strong ability in satisfying both maturing shortterm debt and upcoming operational expenses. b) Credit Risk The Company s credit risk mainly arose from its trade receivables as of FYE2013. The trade receivables to total assets ratio (excluding related parties) stood at 9.28%, amounting to TRY 4.48mn as of FYE2013. The firm occasionally receives checks and notes from its customers as collaterals (As of FYE2013 TL 1.07mn cheques and 209k notes). Say Reklam provides solutions to a wide range of reputable customers, such as banks, automotive, telecommunication and fuel oil companies and has historically not experienced a loss due to receivables from its major customers. The vast majority of clients of Say Reklam assign new contracts by tendering where the standards and competence of the bidders are subject to detailed elimination. Say Reklam receives advance payment guarantee amounting to 30% of the project costs in relatively major contracts. The Company had a full provisioning policy for its doubtful receivables and its NPL ratio stood below reference values As of 30 April, 2014, credit lines of the Company were provided by 19 different financial institutions worth TRY 60mn % of this total line has been drawn upon, with a free line amounting to TRY 47mn, relieving liquidity management. d) Market Risk The Company s total foreign currency position arises mainly from trade receivables and payables and liquid assets being held in USD and EUR. The net currency position increased to TRY 2.45mn as of FYE2013 from TRY -0.82mn the previous year. The Company s financial statement had a variance range of (+/-) TRY 245k as contingency in the event of an increase or decrease in foreign exchange rates of 10%, with Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 7

8 the assumption that all other variables, foreign exchange in particular, would remain constant as of FYE2013. Raw materials imported by Say Reklam mainly from EU and China amounted to 207k, a minor volume of its total production. On the other hand, the Company s suppliers in Turkey are exposed to a possible deterioration in market conditions which may increase foreign exchange and consequently would lead the cost of sales of the Company. e) Operational, Legal Regulatory & Other Risks Say Reklam improved the controls of operational environment by meeting the conditions for the ISO 9001, ISO and OHSAS certifications, stating a high level of quality management, environmental management and health and safety management systems. Moreover, the Company provided training for occupational health and safety trainings to reduce operational risks. 8. Budget & Debt Issue The main strategy of the Company over the following three years is to increase its total foreign sales to over 50% of total sale through its recently acquired IMM Network and its increasing franchises in the EU Market. Moreover, the Company expects to increase its business volume in Russia, the Turkic Republics and North Africa. Say Reklam Actual Budgeted Budgeted Projections (TRY 000) Total Assets 48,308 50,432 62,479 Equity 33,741 41,866 48,055 Total Liabilities 14,567 8,566 14,424 Sales 42,802 48,000 53,500 Domestic Sales 38,500 40,000 42,500 Foreign Sales 4,442 8,000 11,000 Net Profit 3,374 4,633 6,188 Annual Asset Growth % Net Profit Margin Debt Ratio ROAA ROAE The growth projection of Say Reklam has a strong basis considering the Company s previous year s financial performance. Despite a moderate annual growth expectation for FYE2014, a 4.40% increase, the Company estimated a 23.88% annual asset growth in 2015 line with its projected investment plans and business volume. Moreover, through increasing the share of outdoor visual communication product and sign sales in its total sales, Say Reklam aims to improve its profitability ratios for the following two years. Presented estimations of the Company do not include any debt instrument issuance in the capital markets and represent a growth supported mainly through capital and internal generated funds. Say Reklam stated a scheduled investment for TRY 5mn in 2015 to extend its plants for sign production. Currently, the Company possesses available credit limits from financial institutions. However, depending on the market conditions, Say Reklam plans to benefit from the capital market instruments in funding its investments. Say Reklam s increasing export volume and financial solidity is capable of absorbing losses derived from adverse movements in foreign currency and interest rates. Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 8

9 (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) As % of As % of As % of SAY REKLAMCILIK A.Ş BALANCE SHEET - ASSET USD TRY TRY TRY TRY TRY TRY TRY Assets Assets Assets Growth Growth Growth (0 0 0 ) TRY (Converted ) (Original) (Average) (Original) (Average) (Original) (Average) (Original) (Original) (Original) (Original) Rate Rate Rate I. CURRENT ASSETS 1 5,3 5 7, ,7 1 7, ,5 4 2, ,3 6 8, ,2 4 0, ,1 1 2, ,3 4 3, ,5 7 4, A. Liq uid Assets 2,7 1 6, ,7 8 8, ,868,509 1,9 4 8, ,9 5 8, ,9 6 7, ,2 1 5, , B. Marketab le Securities 2 2 9, , , , , ,3 4 1, , , Bond 70, ,700 74, n.a n.a n.a n.a n.a 2.Share Certificates 169, , , ,029 70, n.a n.a n.a n.a Other , ,328 1,341, ,578 0 n.a n.a 4.Provision for Decrease in Value of Marketable Securities(-) -9,576-20,400-10, n.a n.a n.a n.a n.a C. Trad e Receivab les & Leasing 2,1 0 3, ,4 8 2, ,1 5 1, ,8 2 0, ,6 7 5, ,5 3 0, ,6 6 9, ,8 0 9, Customers & Notes Receivables 1,649,889 3,514,924 3,649,860 3,784,796 3,619,808 3,454,820 3,489,616 3,524, Other Receivables 489,251 1,042, ,874 35, , , , , , Doubtful Trade Receivables 87, , , ,096 86,316 13,535 14,857 16, , Provision for Doubtful Trade Receivables (-) -87, , , ,096-86,316-13,535-14,857-16, , Rediscount on Notes Receivables (-) -35,208-75,008-37, , ,999-89,900-30, n.a n.a D. Due From Related Parties (net) 2 7 6, , ,8 1 3, ,0 3 7, ,4 1 9, ,8 0 1, ,0 1 5, , , E. Other Receivab les 1 3, , , , , , , , Other Receivables 125, , , , , , , , 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 (-) -111, , , , , , , , F. Live Assets (net) n.a n.a n.a n.a n.a n.a G. Inventories (net) 6,4 7 0, ,7 8 4, ,6 0 4, ,4 2 4, ,6 4 8, ,8 7 2, ,3 1 8, ,7 6 4, H. Contract Progress Income (net) ,2 9 3, ,5 8 6, ,2 9 3, n.a n.a n.a n.a I. Deferred tax Assets , , , , , ,3 0 4 n.a J. Other Current Assets 3,5 4 5, ,5 5 4, ,6 9 0, ,8 2 6, ,3 8 5, ,9 4 4, ,0 1 1, ,0 7 9, Other Current Assets 3,545,890 7,554,165 4,690,286 1,826,406 2,385,211 2,944,015 2,011,675 1,079, Provision for Other Current Assets (-) n.a n.a n.a n.a n.a n.a II. NON-CURRENT ASSETS 7,3 1 8, ,5 9 1, ,0 5 0, ,5 0 9, ,0 4 4, ,5 7 8, ,3 4 9, ,1 2 1, A. Trad e Receivab les & Leasing n.a n.a n.a n.a n.a n.a 1. Customers & Notes Receivables & Leasing 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) n.a n.a n.a n.a n.a n.a C. Other Receivab les ,8 5 1, ,7 0 3, ,8 5 6, , , , , Other Receivables ,851,997 5,703,541 2,856,507 9,473 12,975 16, , 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 Fixed Assets (net) 5, , , , , , , , Long Term Securities (net) n.a n.a n.a n.a n.a n.a 2. Affiliates (net) n.a n.a n.a n.a n.a n.a 3. Subsidiaries (net) n.a n.a n.a n.a n.a n.a 4.Other Financial Fixed Assets (net) 5,663 12,065 17,116 22,166 20,947 19,727 28,915 38, E. Tangib le Assets 7,1 2 2, ,1 7 4, ,6 5 8, ,1 4 2, ,3 7 0, ,5 9 8, ,5 1 8, ,4 3 7, F. Other Fixed Assets 1 8 9, , ,5 2 3, ,6 4 1, ,7 9 5, , , , TOTAL ASSETS 2 2,6 7 5, ,3 0 8, ,5 9 3, ,8 7 8, ,2 8 4, ,6 9 0, ,6 9 2, ,6 9 5, Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 9

10 (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) (Year end ) As % of As % of As % of SAY REKLAMCILIK A.Ş BALANCE SHEET-LIABILITIES+EQUITY USD TRY TRY TRY TRY TRY TRY TRY Assets Assets Assets Growth Growth Growth (0 0 0 ) TRY (Converted ) (Original) (Average) (Original) (Average) (Original) (Average) (Original) (Original) (Original) (Original) Rate Rate Rate I. SHORT TERM LIABILITIES 6,3 2 9, ,4 8 3, ,4 8 1, ,4 7 9, ,9 6 9, ,4 5 8, ,1 0 8, ,7 5 7, A. Financial Liabilities 3,221,677 6,863,460 10,072,981 13,282,502 10,977,849 8,673,196 6,906,092 5,138, B. Trade Payables 2,048,727 4,364,609 4,901,058 5,437,507 5,902,629 6,367,750 4,733,499 3,099, C. Due to Related Parties 982 2, , , ,542 1,017, , , D. Other Financial Liabilities ,537 41,073 20, n.a 0.09 n.a 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 382, , , , , , , , H. Provisions for Liabilities n.a n.a n.a n.a n.a n.a I Other Liabilities 675,074 1,438,178 1,483,545 1,528,912 1,782,700 2,036,488 2,386,043 2,735, II. LONG TERM LIABILITIES 5 0 8, ,0 8 4, ,6 1 5, ,1 4 7, ,3 3 9, , , , A. Financial Liabilities 27,673 58,954 1,574,685 3,090,415 1,552,781 15,147 89, , , 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 n.a n.a n.a n.a 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 173, , , , ,629 72,505 68,081 63, H. Provisions for Liabilities 307, , , , , , , , I Other Liabilities (net) n.a n.a n.a n.a n.a n.a TOTAL LIABLITIES 6,8 3 8, ,5 6 7, ,0 9 7, ,6 2 6, ,3 0 8, ,9 9 0, ,6 4 5, ,3 0 0, F- EQUITY 1 5,8 3 7, ,7 4 1, ,4 9 6, ,2 5 1, ,9 7 5, ,6 9 9, ,0 4 7, ,3 9 5, a) Prior year's equity 9,975,463 21,251,726 20,975,655 20,699,584 16,047,546 11,395,507 5,697, n.a b) Equity (Added from internal & external resources at this year) 4,278,847 9,115,656 4,552,576-10,505 4,064,958 8,140,420 9,664,569 11,188, , c) Minority Interest n.a n.a n.a n.a n.a n.a h) Profit & Loss 1,583,655 3,373,819 1,968, , ,152 1,163, , , TOTAL LIABILITY 2 2,6 7 5, ,3 0 8, ,5 9 3, ,8 7 8, ,2 8 4, ,6 9 0, ,6 9 2, ,6 9 5, Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 10

11 SAY REKLAMCILIK A.Ş. INCOME STATEMENT (0 0 0 ) TRY I. Pr incipal Activity Re ve nue s ,607, ,367, ,182, ,285,079 A. S ale s Re ve nue s (Ne t) 42,802,414 36,340,006 49,632,576 15,701,103 1.Domestic Sales 38,500,023 38,103,566 45,059,448 14,088,664 2.Export Sales 4,441,894 2,058,777 4,708,716 1,713,049 3.Sales Deductions (-) -139,503-3,822, , ,610 B. C ost Of S ale s (- ) - 34,352,320-31,080,245-44,706,101-12,515,467 C. S e r vice Re ve nue s (ne t) 149, , ,357 97,794 D. Othe r Re ve nue s Fr om Pr incipal Activitie s 7, ,597 1,649 1.Interest 7, ,597 1,649 2.Dividend Rent 4.Other GROS PROFIT & LOS S FROM PRINC IPAL AC TIVITIES 8,607,722 5,367,108 5,182,429 3,285,079 Activities Expenses (-) -3,606,217-3,071,550-2,997,394-2,543,775 NET PROFIT & LOS S FROM PRINC IPAL AC TIVITIES 5,001,505 2,295,558 2,185, ,304 Income & Profit From Other Activities 827, , , ,771 Expenses & Losses From Other Activities (-) -337, , ,688-74,647 Financing Income 438, , , ,757 Financing Expenses (-) -1,915,635-2,225,799-1,361, ,933 OPERATING PROFIT & LOS S 4,013, ,936 1,488, ,252 Net Monetary Position exc. And Other Profit & Loss (+/-) PRETAX PROFIT & LOS S 4,013, ,936 1,488, ,252 Taxes (-/+) -640, , ,443-72,463 NET PROFIT FOR THE PERIOD 3,373, ,647 1,163, ,789 Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 11

12 SAY REKLAMCILIK A.Ş. FYE FYE FYE FINANCIAL RATIOS % I. PROFITABILITY Relationship Between Cap ital and Profit ROAE - Pre-tax Profit / Equity (avg.) ROAA - Pre-tax Profit / Total Assets (avg.) Total Income / Equity (avg.) Total Income / Total Asset (avg.) Economic Rentability (( Financing Expenses + Pre-tax Profit)/ (Total Liabilities) (avg.) Operating Profit / Total Assets (avg.) Financial Expenses / Inventories Ratio (avg.) Return on Avg. Long Term Sources Relationship Between Sales and Profit Gross Profit Margin of Operating = Ordinary Activities Incomes / Net Sales Income Operating Matgin = Operating Incomes / Net Sales Income Net Profit Margine = Net Profit / Net Sales Income Cost of Sales / Net sales Income Activities Expenses / Net Sales Income Financing Expenses / Net Sales Income EBIT = (Gross Profit + Financing Expenses) / Net Sales Income Relationship Between Financing Liab ilities and Profit Interest Coverage Ratio 1 = Pre Tax Profit + Financing Expenses / Financing Expenses Interest Coverage Ratio 2 = Net Profit + Financing Expenses / Financing Expenses Structure of Income and exp end iture account Financing Expenses / T. Assset (avg.) Financial Liabilities / T. Assets II. LIQUIDITY (Liquid Assets + Marketable Securities) / T. Assets (Liquid Assets +Marketable Securities) / T. Liabilities Net Working Capital / Total Assets Liquid Assets / Equity Current Ratio Acid Test Ratio Cash Ratio Inventories / Current Asset Inventories / Total Asset Inventories Dependency Ratio Short Term Receivables / Total Current Assets Short Term Receivables / Total Assets III. CAPITAL and FUNDING Equity / Total Assets Equity / Liabilities Net Working Capital/Total Resources Equity generation/prior year s equity Internal equity generation/prior year s equity Tangible Assets/Total Asset Financial Fixed Assets/(Equity +Long Term Liabilities) Minority Interest/Equity IV. EFFICIENCY Net Profit Margine Growth Net Sales Growth Equity Growth Asset Growth Inventories Turnover Days Inventories Utilization Receivables Turnover 1, , , Days' Accounts Receivable Efficiency Period Payables Turnover Days Payments In Accounts Payables Cash Turnover Cycle Current Assets Turnover Net Working Capital Turnover Tangible Assets Turnover Fix Asset Turnover Equity Turnover Asset Turnover Export sales/total sales V. ASSET QUALITY Non-Performing Receivables / Total Receivables Non-Performing Asset / Total Assets Financial Fixed Assets / Non-Current Assets VI. SENSITIVITY OF FOREIG N CURRENCY Total Foreign Currencies Position/Asset Total Foreign Currencies Position/Equity VII. INDEBTEDNESS Debt Ratio Short Term Liabilities/Total Asset Long Term Liabilities/Total Asset Long Term Liabilities/(Equity+ Long term Liabilities) Fixed Asset/Liabilities Fixed Asset/(Long Term Liabilities +Equity) Short Term Liabilities/ T. Liabilities Short Term Financial Liabilities/Short Term Liabilities Tangible Assets/Long Term Liabilities 1, , Financial Liabilities/Total Liabilities Off Balance Liabilities/(Assets +Off Balance Liabilities) Off Balance Liabilities/(Equity +Off Balance Liabilities) Say Reklamcılık Yapı Dekorasyon Proje Taahhüt Sanayi ve Ticaret A.Ş. 12