ANNUAL REPORT.

Transcription

1 ANNUAL REPORT

2 TABLE OF CONTENTS TABLE OF CONTENTS Pages Message of the Chairman of the Board 3 Our Holding 5 Group Profile 6 Our Milestones 7 Our Vision/Mission/Strategy 8 Capital and Partnership Structure 9 Our Management Structure 10 Employment 11 Share Performance 14 Sectoral (industry-specific) information 15 Our references 16 Our Activity Areas 19 Other issues 21 Corporate Compliance Report 22 Audit Report 29 Condensed Financial Statements 30 Financial Indicators 33 Independence Audit Report

3 . MESSAGE OF THE CHAIRMAN OF THE BOARD Akdeniz Güvenlik, which commenced service in 2001 with activities of audit and monitoring, showed a rapid increase in the sector after legal reforms made in Akdeniz Güvenlik, which becomes a demanded brand of Today, renders security service for 24 hours with its thousands of employees, teams that have all technical equipments and with its security systems in business places, residences, facilities, airports, energy power plants, universities, facility, plaza, site, warehouses, factories, hospitals, schools, shopping centers, courts, historical buildings, sports facilities, streets and parks. Akdeniz Güvenlik, of which increasing success in service industry depends on the principle of unconditioned customer satisfaction which is followed without making any concessions; makes its investments by being aware of its responsibilities. Our Company, which continues its activities in fields of Physical Security as well as Security Systems, Video Camera Systems, Alarm Assembly and Monitoring, Training and Shooting Gallery and Defense Sub-Industry, accelerates its foreign development. Akdeniz Güvenlik, which develops its service quality in line with the customer satisfaction and by using changing and developing technology, does its duty by being aware of its responsibility. In our company, in which Service friendliness is a Standard, reputable and trusting service is our absolute must. Our Company, which restated its vision, goals and business plans in 2012 as a consequence of a long study for the future in order to make this sustainable, made a successful public offering in June 2012 by making a decision of public offering in order to be a more corporate company. Akdeniz Güvenlik, which carries on business in security industry by leading the way in Turkey, makes all investors happy with its successful share performance from the public offering. We extend our thanks to our shareholders, customers, business and solution partners, suppliers and all employees who provide full support to us in this year, when we take an important step in growing, we wish greater successes for the and also for our company in Kind Regards Necmeddin ŞİMŞEK 3

4 We are assurance of your security 4

5 O UR HOLDING Akdeniz Girişim Holding, which became a holding after many successful years with information, experience, courage and innovative point of view, continues its activities with its leading companies in their own industry. 5

6 G ROUP PROFILE AKDENİZ CLEANING Akdeniz Temizlik, which has experience and deposit of 20 years, becomes the leading company of Turkey with documents and certificates from both national and international institutions with its experienced, trustable, qualified service manner.. AKDENİZ T E CHNOLOGY & DEFENSE It is established in order to carry on a business in the field of Low- Tension Current Systems that include Fire Detection and Electronic Security Systems in global extent. It has a vision to become a reputable institution the is a competitive in international arena and a technology-focused Company, which provides start-up and programming projects by means of its expert staff and which sells strategic projects and renders superior consultancy and experienced engineering services AKDENİZ AGRICULTURE It aims to take innovations in fields of agriculture and livestock farming to our country and to focus on and realize organic agriculture applications developing in recent years in Turkey. ŞİMŞEK PROPERTY It aims to be one of leading companies of the industry in both national and international arena by making investments in real estate and real estate projects. 6

7 OUR MILESTONES STRONG STROY IN A SHORT TIME COMPANY IDENTITY CARD Title Akdeniz Güvenlik Hizmetleri A.Ş Trade Registry No Address Mahmutbey mah. Kuğu sok. No:17 Bağcılar / İstanbul Akdeniz Temizlik company was established Business Activity Certificate of Establishing and Monitoring was given and activity started up. Akdeniz Güvenlik start- Private security company activity certificate ed-up. was received under the Law no Akdeniz Güvenlik Operasyon Merkezi (Akdeniz Security Operation Center) was established. After successful cleaning activities, Akdeniz Güvenlik also started up in Baghdad. Quick Response Team was established. VIP security service was started to be given Akdeniz Güvenlik, which is The first Security company of Istanbul Stock Exchange, started to be traded in Istanbul Stock Exchange under the code of AKGUV. Shooting Range is started to be constructed. Early negotiations are started in order to make investments in the field of defense industry. 7

8 OUR VISION, MISSION and STRATEGY OUR STRATEGY To focus on sector which has competitive power To increase brand power and market share To comply with changing laws To be leader in the field of business To contribute to society and industries by managing our business today in order to provide superiorities in the future OUR VISION Akdeniz Güvenlik aims to be a leader brand in its sector which is demanded with reputable, trusting, high-quality and customer-focused service manner and which adds value to its employees and customers and is aware of its social responsibility, and plans tor ender service without any fault by transmitting its experience to its personnel by means of training programs. OUR MISSION Akdeniz Güvenlik, which takes it as a fundamental belief that to live ina safety environment is the fundamental right of each person, grows balancedly and consistently with its experiences and commitment to change with new cooperations. It ensures to use and manage human resources in effective way and to keep the satisfaction of employees at the top level by applying innovative human resources and security systems. Akdeniz Güvenlik; gives importance to ethical values with the awareness of social responsibility and contributes to the social and economical development of the society. 8

9 CAPITAL and PARTNERSHIP STRUCTURE CAPI TAL The authorized stock of the Company is 100 million TRY and issued capital is 12.2 million TRY as of 31st December Group Commercial Name of Partner/ Type Share in Capital (TL) Share in Capital (%) A B B B B B Akdeniz Girişim Holding A.Ş. Registered ,00 9,0% Akdeniz Girişim Holding A.Ş. Registered ,00 63,1% Necmeddin Şimşek Registered ,00 6,6% Sadi Taylan Registered ,00 7,2% Others Registered ,00 1,8% Publicly Offered Registered ,00 12,3% TOPLAM ,00 100% A group shares have the right to determine members of board of directors and board of supervisors in the framework of articles such as (Board of Directors, Auditors and voting right in the general assembly) and have also privileges in using voting right in general assembly. No special rights or privileges are entitled to B Group shares. O UR AFFILI ATES Akdeniz Teknoloji Güvenlik ve Savunma Sistemleri San. Ve Tic. A.Ş It is established in order to carry on business in the field of Low Tension Current Systems including Fire Detection and Electronical Security Systems in global manner. By means of its experts, the Company, which provides starting-up and programming works and renders superior consultancy and competent engineering services ad also makes technology-focused strategical project sales, takes being a reputable institution competitive in international level. O UR AFFILI ATES Atak Koruma ve Güvenlik Hizmetleri Ltd. Şti. The area of activity of Atak Koruma ve Güvenlik Hizmetleri Ltd. Şti. ( Affiliate (%99) ) is to make security consultancy and render protection and security services, give special security trainings and open educational institutions separately within the scope of law no Atak Koruma i s i n cl u d e d i n t h e sc o p e o f G r o u p i n

10 OUR ADMINISTRATIVE STRUCTURE Name Surname Title Necmeddin ŞİMŞEK Sadi TAYLAN Özlem Şimşek Bülent ÖZKAN* Uğur KOÇ Chairman of Board Vice Chairman of Board / General Manager Member of Board of Directors Independent Board Member Independent Board Member Board of Directors of the Company which consists of 5 members, were elected in the Extraordinary General Assembly Meeting held in June 2012 in order to work for 3 years. 2 of Members of Board Works with the title of Independent Member as have qualifications stated in Corporate Management Principles. Mustafa Petek is selected as the Member of Supervisory Board in the Extraordinary General Assembly Meeting held in June 2012 in order to work for 3years. Mr. Bülent Özkan was appointed in place of Mr. Sinan Erengül by decision of board of directors dated

11 EMPLOYMENT THE CONTIBUTION OF AKDENİZ GÜVENLİK TO THE LABOR FORCE OF TURKEY WITH ITS POWER OF CREATING HIGH EMPLOYMENT, GRA- DUALLY INCREASES

12 EMPLOYMENT The number of employees which is the most important factor that brings in Money to Akdeniz Güvenlik reaches to person at the end of 2012 by a sudden increase. Personel Number sayısı of personnel / / / / / /

13 FULL SECU- RITY IN EVERY FIELD 13

14 SHARE PERFORMANCE Akdeniz Güvenlik (AKGUV) Equities which are started to be tendered in the livestock as of 3rd July 2012 in Istanbul Stock Exchange II. National Market with 10.9 TL base price, and it reached to 11,60 TL as of Total market value of the company was realized as 141,5 million TL as of AKGUV as of TL USD Price 11.6 Public Offering Market Value 141,520,000 Public Offered PD 16,982,400 79,612,961 9,553,555 Source: Bigpara 14

15 . S E CTORAL INFORMATION The sector, which became having a legal ground With the Private Security Law no entered into force in 2004, consistently grows each year and have an important role in the employment of the country. Legal and natural entities which demand to benefit from security service must take this service from only special security companies according to the related law. Special Security Sector, which starts to render service in all fields (events, organizations, sports, VIP security, etc.) with the Public who becomes more conscious, shares the workload of Police in their activity fields and contributes to the security of country. EGM has the biggest share in Security Service with %37 Police which has 34% shares in Private Security increases gradually Gendarmerie general command has 29% share While number of security staff is 410 thousands, but the number of security personnel is 216 thousands. This situa on is an important poten al for our sector in the future

16 SOME OF OUR REFERENCES FROM PUBLIC SECTOR... FROM PRIVATE SECTOR

17 WHERE ARE WE? Akdeniz Güvenlik carries on business in 51 provinces as of the end of : Provinces to which service is being rendered 17

18 WHERE ARE WE? PUBLIC Courts Airports Universities Hospitals Factories Museums and Tombs Municipalities of Provinces and Towns Parks and Gardens Cemeteries Big Grocery Market İSKİ (Istanbul Water and Sewerage Administration) Social Security Directorates Embassies Educational Institutions PRIVATE SECTOR Turk Telekom Universities Hospitals Factories Banks Power Plants Shopping Centers Sites Stadiums and sports halls Congress and Organization Security Shops Foundations Secondary Schools Dry Food Grocery Markets Construction Sites 18

19 O UR FIELDS of ACT IVIT Y SAFE HAND OF TURKEY 1. Physical Security 2. Personal Protection - VIP 3. Security System and Devices 4. Security Training Institution and Shooting Range/Gallery 5. Defense Sub-industry 19

20 O UR FIELDS of ACT IVIT Y Domestic and Foreign Physical Security : Akdeniz Güvenlik, which is at the top of the sector, continues to grow gradually by expanding fields and institutions in 2012 in and to which it renders service. While the Company had 128 personnel in Iraq in 2012, executive negotiations are carried out in North Africa and Middle East Countries such as Egypt, Sudan, Saudi Arabia and Libya in order to increase employment. With ending the political instability, Akdeniz Güvenlik aims to enter into an investment process rapidly. Video Camera and Security Systems : Video Camera and Security Systems will be an integral part of Physical Security Systems in Turkey, in parallel with trend in the World. In line with this trend, it is aimed that Akdeniz Güvenlik shall grow most in this field in 2012 and later. Central and Office Alarm Systems : While there are alarms in residencies in Turkey and the possession rate is 0,7%. This rate is nearly 20% in USA and 15% in EU. Akdeniz Güvenlik aims to be effective in this market in coming periods by supporting current customer portfolio with cross sales method. Tr a i ni ng an d Sh o ot in g Ga ll e r y S e r vic e s : The level of the performance in Physical Security is directly proportionate to the qualified training in this field that received by employees of companies. Akdeniz Güvenlik gave training cer ficates up to day. Another training ac vity is to meet the demands of security staff and VIP training from private and public ins tu ons and organiza- on from abroad. Akdeniz Güvenlik, which is the first and only Ins tu on that has both Training Center and Shoo ng Gallery in the same building, became en tled to receive Special Security Cer ficate by giving training to 6,326 people between in the training center which was established in Defense Sub-Industry : Akdeniz Güvenlik decided to make investment in defense sub-industry. The preparation which started in 2012, continued with infrastructure and strategies partnership studies. Vehicle armouring, steel vest, submunition, security devices production, import and export shall be in the priorities of the company. 20

21 O T HER ISSUES RESEARCH & DEVEOPMENT ACTIVITIES Our company do not have research& development activities. RISK MANAGEMENT and CONTROL MECHANISM Board of Directors; established Audit Committee to ensure risk management and effectiveness of the internal control system in the framework of Corporate Governance Principles. Two of the independent board members, Sinan ERENGUL and Uğur KOÇ were assigned to the committee. Bülent ÖZKAN was assigned to committee membership which has become vacant upon resignation of Sinan Erengül within AMENDMENT TO MAIN CONTRACT Our company passed on Registered Capital System with Extraordinary General Meeting held on and amended its main contract in accordance with capital market legislation and corporate management principles. The ordinary general meeting was registered on 07/06/2012 and published on Turkish Trade Registry Gazette dated and 8089 numbered. LAWSUITS There is no important lawsuit filed against our company and company management bodies EXTRA ORDINARY GENERAL MEETING Our company passed on Registered Capital System with Extraordinary General Meeting held on and amended its main contract in accordance with capital market legislation and corporate management principles. The ordinary general meeting was registered on 07/06/2012 and published on Turkish Trade Registry Gazette dated and 8089 numbered. INDEPENDENCE DECLARATION OF INDEPENDENT BOARD MEMBERS I declare I am independent in the board of directors in your company pursuant to article regarding determination and performance of the corporate management principles established by Capital Market legislation and Capital Market Council. UĞUR KOÇ BÜLENT ÖZKAN OTHER All other important transactions relating to our company were published on as material disclosure. There has been no development required to be included in the action report having exclusive importance after

22 COPORATE COMPLIANCE REPORT DECLAREMENT OF CORPORATE MANAGEMENT PRINCIPLES Our company assess to comply with Corporate Management Principles published by Capital Market Council and make regulations on the issues to be complied with related to developing conditions in the framework of development of capital markets. CORPORATE COMPLIANCE REPORT including the practicable and impracticable issues of Corporate Management Principles as of the respective term, depending on legal regulations and legislation in terms of current managerial activities were submitted to your information. The relevant report can also be reached at the web address of our Company. PART I - STAKEHOLDERS 2. Unit of Relations with Stakeholders Unit of Investor Relations were established which acts in using the rights of Stake holding, reporting to Board of Members and maintain the relations between Board of Members and sharers. Primary tasks of the unit; Ensuring that records of the stakeholders can be made reliably and update, Answering written demands of the stakeholders regarding the company excluding confidential business information which has not been declared to the public, Ensuring that general meetings are held in accordance with the applicable legislation, the main contract and other intercorporate regulations, Preparing the documents which can be used by the stakeholders in general meetings, Ensuring that results of the voting is recorded and reports related to the results are conveyed to the stakeholders, supervising and observing any issue related to public disclosure including legislation and informing policy of the company. Having the certificates of Advanced Level Undergraduate on Capital Market Activities and Corporate Management Rating Expertise, Zeynep MEMİŞ was assigned to maintain coordination in performance of the liabilities arising from capital market legislation, corporate management practices and reporting to the senior manager about their studies Contact Information of Investor Relations Department; Unit Responsible : Zeynep MEMİŞ Phone Number : z.memis@akdenizguvenlik.com.tr; yatirimci@akdenizguvenlik.com.tr Address : Mahmutbey mah. Kuğu sok. No:17 Bağcılar/Istanbul 22

23 COPORATE COMPLIANCE REPORT The Stakeholders and Relations Unit prepare company informing documents for domestic and foreign investors, answer written and verbal questions of the investors related to the company and the equity. It also provides İMKB (Istanbul Stock Exchange), SPK (Capital Market Board), and MKK (Central Decision Committee) explanations to inform the Stakeholders and connection with these institutions. 3. Use of Getting Information Right of the Stakeholders The legislation, the Main Contract and other Intercorporate regulations are complied with in using the rights of Stake holding and any precaution is taken to ensure use of these rights. Written or verbal information demands from our stakeholders were met excluding those which are not confidential business information or not declared to the public. The information to be needed by our stakeholders and potential investors were included on the web site of our Company particularly via the Investor Relations department and Corporate Management subtitles. Required studies were completed to establish the electronic operating system under (Public Disclosure Project) of our company and put into practice, all important notifications of our company were shared with the investors over PDP within the relevant term put into practice. There has been no regulation regarding the demand of assigning special auditor in the main contract of the company. No demand concerning special auditor assignment made to our Company within the period. 4. Information about General Meeting Our company shall hold the first general meeting within 2013 after it went public. 5. Voting Rights and Minority Rights Stakeholders or representatives attending ordinary and extra ordinary general meetings have one vote for each share. Voting right is irrevocable and the entity of the voting right can not be interfered. Voting right arises during acquisition of the share. The stakeholders can have themselves represented via the representative they shall assign from outside the company or other stake holders in general meetings. In representation by attorney, regulations regarding publicly- held corporation of Capital Market Law and Capital Market Council. A group shares have the privilege to vote in determination of the members of the management and board of supervisors in the framework of the articles 7, 9, and 10 (articles of voting right in board of management, Auditors and general meeting). B group shares do not have the privilege of exclusive or privilege. There is no provision regarding representation of management of the minority shareholders in the Main Contract of the company and also there has not been any regulation regarding the cumulative voting method. Provision regarding quorum of current general board because capital market legislation does not approve optional practice issue and dominating partners have not intended this regulation. 23

24 COPORATE COMPLIANCE REPORT 6. Profit Distribution Policy and Profit Distribution Time There is no privilege regarding the profit and profit share distribution. General Board and determined legal periods are complied with taking the regulations of Main Contract of the company and Capital Market Council as a basis. Profit distribution policy shall be determined within 2013 because public offering shall take place within Transfer of the Shares Approval of A Group by majority of votes is a circumstance for transfer of A group shares. Board of directors may avoid from giving approval without stating any reason. B group shares can be transferred pursuant to the regulations of Capital Market Law and Turkish Trade. PART II - PUBLIC DISCLOSURE AND TRANSPARENCY : 8. Company Informing Policy Our company aims to offer the information in time, accurate, complete, understandable, analyzable and with low cost and easy Access. The company Informing Policy is conducted within the framework of legal regulations, Capital Market Legislation and rules determined by notifications. Informing policy were announced to the stakeholders and the public via website. Board of Directors are liable for follow up, review and development of the informing policy. 9. Special Case Explanations Informing regarding the special cases is made both in writing and over PDP programmed to Istanbul Stock Exchange Market and Capital Market Council. The explanations are announced to the public rapidly in the framework of the things determined by the legislation comprehensively Our company made 28 special case explanation pursuant to Capital Market Council regulations within June- December term in There is not any special case explanation not made by our company in time and Istanbul Stock Exchange Market and Capital Market Council did not demand additional explanation from our company regarding the explanations made. 10. Website of the Company and Its Content Update website address have been arranged in Turkish- English. Our website updated according to the developments include the minimum issues intended by Capital Market Council. 24

25 CORPORATE COMPLIANCE REPORT 11. Announcing Real Person Final Dominating Shareholder/ Shareholders Our company do not have any real person final dominating shareholder. Our partnership structure, action report are contained on our website. 12. Announcement of the People who can Learn from Inside to the Public In order to prevent using informa on from inside the Company, other persons/ins tu ons from which our Company receives services and execu ves who could reach to the informa on that could affect the value of our company s capital market instruments are published in our web-site and shall be updated as changed. Name Surname Company Name Title (Company Shareholder, Founder, Executive, etc.) Necmeddin Şimşek Akdeniz Güvenlik Hizmetleri A.Ş Sadi Taylan Akdeniz Güvenlik Hizmetleri A.Ş Özlem Şimşek Akdeniz Güvenlik Hizmetleri A.Ş *Sinan *Erengül Akdeniz Güvenlik Hizmetleri A.Ş Bülent Özkan Akdeniz Güvenlik Hizmetleri A.Ş Uğur Koç Akdeniz Güvenlik Hizmetleri A.Ş Mustafa Petek Akdeniz Güvenlik Hizmetleri A.Ş Lütfi Güzelyurt Akdeniz Güvenlik Hizmetleri A.Ş Muammer Çetinkaya Akdeniz Güvenlik Hizmetleri A.Ş **Şenol **Bilgiç Akdeniz Güvenlik Hizmetleri A.Ş Ahu Çelik Akdeniz Güvenlik Hizmetleri A.Ş Zeynep Memiş Akdeniz Güvenlik Hizmetleri A.Ş Cafer Kabak Akdeniz Güvenlik Hizmetleri A.Ş Hayati Aydın Akdeniz Güvenlik Hizmetleri A.Ş Erdal Kaşkaya Akdeniz Güvenlik Hizmetleri A.Ş Hasan Arlı Akdeniz Güvenlik Hizmetleri A.Ş Fatih Çağdaş Akdeniz Güvenlik Hizmetleri A.Ş Fuat Geylanlı Akdeniz Güvenlik Hizmetleri A.Ş Nazım Hikmet Eren Bağımsız Denetim ve YMM A.Ş Pınar Serim Eren Bağımsız Denetim ve YMM A.Ş Mustafa Yalçın Eren Bağımsız Denetim ve YMM A.Ş Ertan Çötreli Eren Bağımsız Denetim ve YMM A.Ş Alper Muammer Chairman of Board - founder shareholder Vice Chairman of Board - founder shareholder Member of Board / Partner Shareholder Member of Board / Partner Shareholder Member of Board / Partner Shareholder Member of Board / Partner- Shareholder Date of start Date of end of employment CONTINUED CONTINUED CONTINUED CONTINUED CONTINUED Auditor CONTINUED Accounting Manager CONTINUED Accounting Specialist CONTINUED Financing Director Financing Manager CONTINUED Investor Affairs Executive CONTINUED Tender Unit Specialist CONTINUED Principal of School CONTINUED Operation Center Executive CONTINUED Administrative Affairs Manager Human Resources Executive Human Resources Executive CONTINUED Head Auditor CONTINUED Senior Auditor CONTINUED Auditor CONTINUED Assistant Auditor CONTINUED Kocabaş Kocabaş hukuk bürosu Lawyer CONTINUED 25

26 CORPORATE COMPLIANCE REPORT Table is updated as of *Bülent Özkan is elected as the member of board from which Independent Member of Board Mr. Sinan Erengül is resigned. PART III - STAKEHOLDERS : 13. Informing Stakeholders: Stakeholder means employees, suppliers, customers and third parties who are directly in relation with the Company. All stakeholders are informed about the issues concerning themselves and arrangements that include organizations, briefing meetings and required explanations are made by the Company. 14. Participating Stakeholders in the Administration Our Company which carries on business in service industry supports the participation of our employees to the meetings regularly held in order to understand and transmit its supportive behaviors and efforts in participating to Company management. 15. Human Resources Policy Rights and working conditions of both white-collar and blue-collar employees are assured in our company without exposing to any discrimination or cruel treatment. 16. Information About Customers and Suppliers High Customer Satisfaction is within the fundamental principles of our Company by means pf the Company structure that carries on in the field of service industry. 17. Social Responsibility The contribution of our Company with its structure carrying on business in service industry to the employment of the country. Besides, our Company grants compensation to associations, charities which support educational activities in the name of social responsibility. 26

27 CORPORATE COMPLIANCE REPORT PART IV BOARD OF DIRECTORS : 18. Structure, Organization and Independent Members of Board of Directors Board of Directors of our Company is formed in line with rules stated in the Articles of Association of our Company in compliance with Law. According to the Company Articles of Association; in the event that the Board of Directors is consist of 5 persons 3 of them; if it is consist of 7 persons 5 of them and if it is consist of 9 persons 6 of them are elected by General Assembly among candidates that are nominated by Group A Shareholders. Board Members, of which election period has been ended, could be elected again. Number, qualifications, criteria, election, term of duty, working principles, job specifications and similar issues about independent members in Board of Directors shall be determined in accordance with arrangements concerning Corporate Management of Capital Market Board and Capital Market Law and also according to the provisions of other related regulations. Current Board of Directors of the Company consists of 5 members and 2 of them are independent within the scope of arrangements concerning Corporate Management of Capital Market Board. Our Board of Directors consists of the following names; Necmeddin ŞİMŞEK (Chairman), Sadi TAYLAN (Vice Chairman), Özlem ŞİMŞEK (Member), Bülent ÖZKAN (Member), Uğur KOÇ (Member). V i c e C h a i r m a n o f B o a r d o f D i r e c t o r s S a d i T a y l a n, a l s o w o r k s i n t h e e x e c u t i o n c o m m i t t e e. 19. Qualifications of Board Members Our Company s Board of Directors consists of members who have competency in management and in compliance with the qualifications that are stated in the Articles of Association and Corporate Management Principles of our Company. 20. Strategic Goals of Our Company Regarding its Mission and Vision Our Company s mission, vision and strategic goals are determined by Senior Management of our Company and approved by our Board of Directors then published in our web-site. Studies of concerning units in creating and applying strategic goals of the Company is presented to the Board of Directors by Senior Management and to be followed up. Board of Directors analyzes new yea goals of senior Management by assessing previous year performance in line with the review of annual report and then makes a final decision. 21. Risk Management and Internal Control Mechanism Board of Directors; generates the Audit (Supervising Committee) within the scope of Corporate Management Principles oriented to ensuring the effectiveness of risk management and internal control system. The independence audit of our Company is currently carried out by EREN Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş. (Member Firm of GRANT THORNTON International). 22. Authority and Responsibilities of Members and Executives of Board of Directors Authority and Responsibilities of Board of Directors are stated in Article 8 of Articles of Association. 23. Activities of Board of Directors Our Board of Directors made 14 decisions in meetings held in the period of June December 2012 as of the date of public offering. It is elaborated to determine the meeting date as all members are available in the meeting. Our Board of Directors, is held regularly when company works and transactions are required. 24. Prohibition of Competition and Transaction-Making Members of Board of Directors of the Company have no transactions or activities which requires any permission to be taken from General Assembly concerning competing or making transaction with the Company. 27

28 CORPORATE COMPLIANCE REPORT 25. Ethical Rules Ethical principles are generated by Company Board of Directors and those principles are announced to public in the framework of informing policy. You can access to our ethical principals from Number, Structure and Independency of Committees Generated in the Board of Directors There are Committees in the Company which are working subjected to the board of directors, And those committees carry on their activities in the framework of procedures stated by Board of Directors. Corporate Management Committee and Supervising Committee carry on business within the scope of Company s Board of Directors. Corporate Management Committee Bülent ÖZKAN Uğur KOÇ Title Chairman of Committee Member Supervising Committee Bülent ÖZKAN Uğur KOÇ Title Chairman of Committee Member 27. Financial Rights entitled to the Board of Directors No benefits are provided to members of Board of Directors other than the wage that is stated by General Assembly and there is no application depends on performance or rewarding

29 AUDITOR REPORT TO THE GENERAL ASSEMBLY COUNCIL DIRECTORATE OF AKDENİZ GÜVENLİK HİZMETLERİ A.Ş As a result of the audit carried out for accounts and transactions of Akdeniz Güvenlik Hizmetleri A.Ş, of which we are auditors, between by us in compliance and scope of Turkish Trade Act, Company Articles of Association and other legislations; It is seen that; Books and records which must be issued and kept in accordance with related legislation and Turkish Trade Law, are kept and recorded duly and properly and those documents which motivate records are kept properly; Decisions about the management of the company are recorded in the decision book duly and properly. Information and statements in the Annual Report of Board of Directors are comply with the accounting records of balance sheet dated and income statement of 2012 that are annexed to the Annual Report. No complain or notice sent to our auditor ship company in the period. - In our opinion, balance sheet dated reflects the financial situation of the company and the income statement of period between reflects the activity results of the Company truly. Kindly submitted to your information in order to approve the balance sheet and income statements and to release the Board of Directors immediately. 12/04/2013 Mustafa PETEK Auditor 29

30 CONDENSED FINANCIAL STATEMENTS BALANCE SHEET (TL) AUDITED AUDITED ASSETS CURRENT ASSETS Cash and cash equivalents Financial Investments Trade Receivables Receivables from financial activities 0 0 Trade Receivables from affiliates Other Trade Receivables Other Receivables Other Receivables from affiliates Other Receivables Inventories Biological Assets 0 0 Other Current Assets (Subtotal) Fixed Assets Kept for Sales 0 0 FIXED ASSETS Trade Receivables 0 0 Receivables from financial activities 0 0 Other Receivables 0 0 Financial Investments 0 0 Investments valued by equity method 0 0 Biological Assets 0 0 Properties for Investment 0 0 Tangible Assets Intangible Assets Goodwill 0 0 Deferred tax assets Other Fixed Assets TOTAL ASSETS

31 CONDENSED FINANCIAL STATEMENTS BALANCE SHEET (TL) AUDITED AUDITED LIABILITIES SHORT-TERM LIABILITIES Financial Liabilities Other Financial Liabilities 0 0 Trade Payables Debts to affiliates Other Trade Payables Other Payables Debts to affiliates Other Payables Payables from financial activities 0 0 State Incentives and Support 0 0 Provision for Period Income Tax Debts Provisions 0 0 Other Short-term Liabilities Advances received 0 0 Deferred Income 0 0 (Subtotal) Liabilities of Fixed Assets kept for sales 0 0 LONG-TERM LIABILITIES Financial Liabilities Other Financial Liabilities 0 0 Trade Payables 0 0 Other Payables 0 0 Payables from financial activities 0 0 State Incentives and Support 0 0 Debts Provisions 0 0 Benefit Obligation for Employees Deferred Tax Liabilities Other Long-term Liabilities 0 0 SHAREHOLDERS EQUITY EQUITIES OF PARENT COMPANY Paid-in Share Capital Capital Adjustments due to cross-ownership (-) 0 0 Share Premium Other Increase Funds Foreign currency conversion adjustments 0 0 Reserves on retained earnings Accumulated Profit/Loss Net Profit / Loss for the Period MINORITY SHAREHOLDER TOTAL LIABILITIES

32 CONDENSED FINANCIAL STATEMENTS AUDITED AUDITED INCOME STATEMENT (TL) Sales Revenues Sales Costs (-) Gross Profit From Trade Operations (Loss) Interest 0 0 Fee 0 0 Premium 0 0 Commission and Other Incomes 0 0 Interest 0 0 Fee 0 0 Premium 0 0 Commission and Other Incomes (-) 0 0 Net Profit From Finance Industry Activities (Loss) 0 0 GROSS PROFIT / LOSS Marketing Expenses (-) Sales and Distribution Expenses (-) 0 0 General Administrative Expenses(-) Research and Development Expenses (-) 0 0 Other Operating Income Other Operating Expenses (-) OPERATING PROFIT/LOSS Shares in Profit/Loss of Investments assessed with Equity Management Non-Operating Income Non-Operating Expenses (-) PROFIT/LOSS of CONTINUING ACTIVITIES BEFORE TAX Tax Income / Loss of Continuing Activities Tax Income / Loss of Period Deferred Tax Income / Loss PROFIT/LOSS of CONTINUING ACTIVITIES OF PERIOD DISCONTINUING OPERATIONS 0 0 PROFIT/LOSS of DISCONTINUING ACTIVITIES BEFORE TAX 0 0 PERIOD PROFT / LOSS OTHER COMPREHENSIVE INCOME: Change in Revaluation Surplus of Financial Assets 0 0 Change in Revaluation Surplus of Fixed Assets Change in Hedging Fund 0 0 Change in Foreign currency conversion adjustments 0 0 Actuarial Gains and Losses from Retirement Plans 0 0 Incomes from Partnerships evaluated with Equity Management 0 0 Tax Incomes of Other Comprehensive Income Articles 0 0 OTHER COMPREHENSIVE INCOME(AFTER TAX) TOTAL COMPREHENSIVE INCOME

33 FINANCIAL INDICATORS FINANCIAL RATE ANALYSIS Independently Audited (TL) Independently Audited (TL) CURRENT RATIO 1,20 1,70 Current Assets Short-term Liabilities ASİD- TEST RATIO 1,11 1,60 Total Current Assets Inventories -Other Current Assets Short-term Liabilities CASH RATIO 0,08 0,08 Liquid Assets Securities Short-term Liabilities DEBT RATIO 1,30 0,71 Total Payable Shareholders Equity SHORT-TERM PAYABLES TO TOTAL PAYABLES 0,91 0,96 Short term payables Total Payable FINANCIAL LEVERAGE RATIO 0,57 0,42 Total Payable Total Assets SHAREHOLDERS EQUITY TO TOTAL ASSETS 0,43 0,58 Shareholders Equity Total Assets RETURN ON EQUITY 0,36 0,20 Net Profit Shareholders Equity TOTAL RETURN ON ASSETS 0,15 0,12 Net Profit Total Assets EARNING PER SHARE 0 0,81 1,

34 FINANCIAL INDICATORS Ciro % Grow in turnover as per 2011 Brüt Kar % increase in gross profitability as per

35 FINANCIAL INDICATORS FAVÖK % grow in FAVÖK as per 2011 Net Profit Net Kar % grow in net profit as per

36 FINANCIAL INDICATORS Equity Özkaynak % grow in Shareholders Equity as per % Grow in Total Assets as per