Doğuş Holding Anonim Şirketi and its Subsidiaries Table of Contents

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2 Table of Contents Independent Auditors Report on Review of Condensed Consolidated Interim Financial Information Condensed Consolidated Interim Statement of Financial Position Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income Condensed Consolidated Interim Statement of Changes in Equity Condensed Consolidated Interim Statement of Cash Flows Appendix: Supplementary Information - Convenience Translation to US Dollar

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5 Condensed Consolidated Interim Statement of Financial Position As at ) Notes 31 December 2013 ASSETS Current assets: Cash and cash equivalents Other investments, including derivatives Trade receivables Due from related parties Due from third parties Inventories Prepayments Other current assets Subtotal Assets held for sale Total current assets Non-current assets: Trade receivables Due from related parties Due from third parties Other investments, including derivatives Investments in equity-accounted investees Investment property Property and equipment Intangible assets and goodwill Goodwill Intangible assets Prepayments Deferred tax assets Other non-current assets Total non-current assets TOTAL ASSETS The accompanying notes are an integral part of these condensed consolidated interim financial statements. 1

6 Condensed Consolidated Interim Statement of Financial Position As at (continued) ) LIABILITIES Notes 31 December 2013 Current liabilities: Short term loans and borrowings Short term portion of long term loans and borrowings Other financial liabilities Trade payables Due to related parties Due to third parties Current tax liabilities Provisions Employee benefits Other provisions Other current liabilities Total current liabilities Non-current liabilities: Loans and borrowings Other financial liabilities Trade payables Due to related parties Due to third parties Provisions Employee benefits Other provisions Deferred tax liabilities Other non-current liabilities Total non-current liabilities TOTAL LIABILITIES EQUITY Equity attributable to owners of the Company: Share capital Adjustments to share capital Capital stock held by subsidiaries (-) (94.531) (94.531) Share premium Other comprehensive income items that will never be classified to profit or loss Other comprehensive income items that are or may be classified to profit or loss (36.414) Restricted reserves Retained earnings Profit for the period / year Total equity attributable to owners of the Company Non-controlling interests: Şahenk family Other Total non-controlling interests TOTAL EQUITY TOTAL EQUITY AND LIABILITIES The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2

7 Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income For the Six-Month Period Ended ) PROFIT OR LOSS Notes Six-month Three-month Six-month Three-month Revenue Cost of sales (-) ( ) ( ) ( ) ( ) Gross profit Administrative expenses (-) 7 ( ) ( ) ( ) ( ) Selling, marketing and distribution expenses (-) 7 ( ) (95.387) ( ) (79.469) Other operating income Other operating expenses (-) (79.790) (42.773) (78.511) (32.472) Share of profit of equity-accounted investees Operating profit Gains from investing activities Losses from investing activities (-) (3.523) (364) (818) (253) Profit before net finance cost Finance income Finance cost (-) 9 ( ) ( ) ( ) Profit / (loss) before tax (41.437) Tax benefit / (expense) - Current tax expense 16 (20.155) (12.576) (37.912) (13.049) - Deferred tax (expense) / benefit 16 (17.577) (55.318) Profit / (loss) for the period (34.380) Profit / (loss) attributable to: Non-controlling interests Şahenk family Other Owners of the Company (57.091) (34.380) Earnings / (loss) per share (Full TL) 0,37 0,39 0,13 (0,07) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3

8 Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income For the Six-Month Period Ended (continued) ) Notes Six-month Three-month Six-month Three-month OTHER COMPREHENSIVE INCOME Items that will not be reclassified to profit or loss: (9.458) (6.761) (1.666) (497) Remeasurements of defined benefit liability (9.476) (1.025) (2.083) (622) Tax on items that will not be reclassified to profit or loss: - Deferred tax Other comprehensive income from equity accounted investees, net of tax 13 (1.878) (5.942) Items that are or may be reclassified to profit or loss: ( ) ( ) Foreign currency translation differences for foreign operations (8.378) (26.064) Changes in fair value of available for sale financial assets (1) -- (509) (509) Effective portion of changes in fair value of cash flow hedges (14.045) Net investment hedge for foreign operations Tax on items that are or may be reclassified to profit or loss: - Current tax (2.011) (5.226) Deferred tax (246) Other comprehensive income from equity accounted investees, net of tax ( ) ( ) OTHER COMPREHENSIVE INCOME ( ) ( ) TOTAL COMPREHENSIVE INCOME ( ) ( ) Total comprehensive income attributable to: Non-controlling interests Şahenk Family Other Owners of the Company ( ) ( ) ( ) ( ) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4

9 Condensed Consolidated Interim Statement of Changes in Equity For the Six-Month Period Ended ) Paid-in capital Adjustment to share capital Capital stock held by subsidiaries Share premium Other comprehensive income that will never be classified to profit or loss Revaluation surplus Remeasurements of defined benefit liability Other comprehensive income that are or may be classified to profit or loss Retained earnings Translation reserve Fair value reserve for available for sale financial assets Hedging reserve Restricted reserves Retained earnings Net profit/ (loss) for the period Total equity attributable to owners of the Company Balances at 1 January 2013, as previously reported (94.531) (5.571) Reclassification, note 3 ( ) (13.263) ( ) Balances at 1 January (94.531) (18.834) Total comprehensive income (6.657) (1.429) ( ) ( ) ( ) Dividends paid ( ) -- ( ) (66.660) ( ) Change in non-controlling interests in consolidated subsidiaries without a change in control Acquisition of non-controlling interests through business combinations Transfers ( ) Noncontrolling interests Total equity Balances at (94.531) (1.429) (67.677) (16.050) Balances at 1 January (94.531) (2.219) ( ) ( ) Total comprehensive income (10.234) (5.527) (1.318) (72) Dividends paid ( ) ( ) -- ( ) (56.145) ( ) Change in non-controlling interests in consolidated subsidiaries without a change in control (15.189) -- (11.792) Acquisition of non-controlling interests through business combinations (Note 6) Sale of shares of subsidiary (25.762) (1.034) (470) (470) Capital injection and and establishment of subsidiary Transfers ( ) Balances at (94.531) (7.746) (5.501) ( ) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5

10 Condensed Consolidated Interim Statement of Cash Flows For the Six-Month Period Ended ) Notes A. Cash flows from operating activities Profit for the period Adjustments for Depreciation and amortisation Impairment loss and (reversal) on property and equipment and intangible assets 5 (14) Provision for and reversal of employee severance indemnity, net Provision for doubtful receivables Warranty provision Dealer premium provision Other provisions Interest expense 5 (5.594) (3.359) Fair value change in investment property 14 (82.631) -- Tax income (20.154) Share of profit of equity accounted investees 13 ( ) ( ) Loss on sale of subsidiaries Bargain purchase gain recognised on acquisition (18.311) (21.029) Gain on sales of property and equipment (4.036) (4.561) Foreign currency differences of loans and borrowings, net ( ) Foreign currency differences of cash and cash equivalents, net ( ) Change in working capital Change in trade receivables ( ) ( ) Change in inventories ( ) ( ) Change in trade payables Change in other assets and liabilities (23.129) Cash flows from operations Dividends received from equity accounted investees Contribution to share capital increase of equity accounted investees 13 (61.754) (59.151) Purchase of equity accounted investees 13 ( ) (15.154) Employee severance indemnity paid (3.694) (5.761) Warranty expense paid (23.463) (32.093) Recoveries from doubtful receivables Taxes paid 16.2 (11.401) (34.767) Proceeds from sale of investment property Acquisition of investment property 14 ( ) (48.552) Cash flows used in operating activities ( ) ( ) B. Cash flows from investing activities Proceeds from sales of subsidiaries Acquisition of subsidiaries 6 (99.479) (52.885) Change in non-controlling interests in consolidated subsidiaries without a change in control ( ) (57.282) Acquisition of property and equipment and intangible assets ( ) ( ) Proceeds from sale of property and equipment and intangible assets Cash flows used in investing activities ( ) ( ) C. Cash flows from financing activities Change in loans and borrowings, net Dividends paid ( ) ( ) Cash flows from financing activities Net decrease in cash and cash equivalents before the effects of foreign currency differences (A+B+C) ( ) ( ) D. Effects of foreign currency differences on cash and cash equivalents (16.297) Net increase / (decrease) in cash and cash equivalents (A+B+C+D) E. Cash and cash equivalents at 1 January Cash and cash equivalents at 30 June (A+B+C+D+E) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 6

11 ) Notes to the condensed consolidated interim financial statements Notes Description Pages 1 Reporting entity 8 2 Basis of preparation 23 3 Significant accounting policies 24 4 Financial risk management 25 5 Segment information 28 6 Acquisitions of subsidiaries 35 7 Administrative, selling, marketing and distribution expenses expenses 38 8 Finance income 39 9 Finance cost Cash and cash equivalents Property and equipment Intangible assets and goodwill Investments in equity-accounted investees Investment property Assets held for sale Taxation Capital and reserves Loans and borrowings Commitments and contingencies Related party disclosures Group enterprises Significant events Subsequent events 60 Appendix: Supplementary information 7

12 1 Reporting entity Doğuş Holding Anonim Şirketi ( Doğuş Holding or the Company ) was established in 1975 to invest in and coordinate the activities of companies operating in different industries, including banking and finance, automotive, construction, tourism, media, real estate, energy and entertainment and is registered in. Doğuş Holding is owned and managed by the members of Şahenk Family. As at, the principal shareholders and their respective shareholding rates in Doğuş Holding are stated in note 17. The address of the registered office of Doğuş Holding is as follows: Maslak Ayazağa Caddesi, No: Sarıyer / İstanbul- As at, Doğuş Holding has 142 (31 December 2013: 131) subsidiaries ( the Subsidiaries ), 77 (31 December 2013: 76) joint ventures ( the Joint Ventures ) and 14 (31 December 2013: 14) associates ( the Associates ) (referred to as the Group or Doğuş Group herein and after). The condensed consolidated interim financial statements of Doğuş Group as at and for the six-month comprise Doğuş Holding and its subsidiaries and the Group s interest in associates and joint arrangements. As explained in more detail in this note, Doğuş Holding holds controlling interest directly or indirectly via other companies owned and/or exercising the control over the voting rights of the shares held by the members of Şahenk Family, in all its subsidiaries included in the Group. The Group operates partnerships and has distribution, management and franchise agreements with internationally recognised brand names, such as Banco Bilbao Vizcaya Argentaria S.A. ( BBVA ), Volkswagen AG, Volkswagen Financial Services AG, Audi AG, Porsche AG, Bentley Motors Limited, Seat SA, Scania CV AB, Fahrzeugwerk Bernard Krone GmbH, F.X. Meiller Fahrzeug&Maschinenfabrik-GMBH&Co KG, Automobili Lamborghini S.p.A., Thermo King, Hyatt International Ltd., HMS International Hotel GMBH, Emporio Armani, Guccio Gucci Spa, Loro Piana, Hublot, Arnold&Son S.A., Porsche Design, Capritouch, Armani Jeans, Giorgio Armani, Armani Junior, Bell and Ross, Create and Barel, M Missoni, HYT, Döttling, CNBC, Condé Nast New Markets Eeurope/Africa NC ( Vogue ), National Geographic Society ( NG- NG Kids ), Curtco Robb Media LLC ( Robb Report ), NBC News Digital LLC ( Ntvmsnbc ), Armani Ristorante, Armani Caffe, Toms Deli, Tom Aikens Restaurant, Tom s Kitchen, Kitchenette, Zuma, Roka, Mezzaluna, Mezzaluna Express, Coya, Oblix and La Petite Maison. As explained in more detail in note 5, The Group is organised mainly in under six core segments: Banking and finance Construction Automotive Tourism Media Others 8

13 1 Reporting entity (continued) The subsidiaries, the joint ventures, joint operations and the associates included in the consolidation scope of Doğuş Holding, their country of incorporation, nature of business and their respective operating segments are as follows: 1.1 Entities in banking and finance segment Below entities are first consolidated under Türkiye Garanti Bankası A.Ş. ( Garanti Bank ); then equity-accounted under the Group in accordance with IFRS 11 Joint Arrangements. Joint ventures Nature of business Country of incorporation Domenia Credit IFN S.A. ( Domenia ) Mortgage Romania G Netherlands B.V. ( G Netherlands ) Finance The Netherlands Garanti Bank Banking Garanti Bank International NV ( GBI ) Banking The Netherlands Garanti Bank Moscow ( GB Moscow ) Banking Russia Garanti Bank S.A. Banking Romania Garanti Bilişim Teknolojisi ve Ticaret A.Ş. ( Garanti Bilişim ) (1) IT services Garanti Diversified Payment Rights Finance Company ( Garanti DPR ) Special purpose entity for securitisation transaction Garanti Emeklilik ve Hayat A.Ş. ( GEHAŞ ) Life insurance Garanti Faktoring Hizmetleri A.Ş. ( Garanti Faktoring ) Factoring Garanti Filo Yönetimi Hizmetleri A.Ş. ( Garanti Filo ) (1) Fleet management Garanti Finansal Kiralama A.Ş. ( Garanti Leasing ) Leasing Garanti Hizmet Yönetimi Organizasyon ve Danışmanlık A.Ş. ( Garanti Hizmet ) (2) Service activities for fund management and operations Garanti Holding B.V. Holding company The Netherlands Garanti Konut Finansmanı Danışmanlık Hizmetleri A.Ş. Mortgage marketing ( Garanti Konut ) (2) Garanti Kültür A.Ş. ( Garanti Kültür ) (2) Cultural activities Garanti Ödeme Sistemleri A.Ş. ( GÖSAŞ ) (2) Credit card operational services Garanti Portföy Yönetimi A.Ş. ( Garanti Portföy ) Fund management Garanti Yatırım Menkul Kıymetler A.Ş. ( Garanti Yatırım ) Brokerage and investment banking Garanti Yatırım Ortaklığı A.Ş. ( Garanti Yatırım Ortaklığı ) Portfolio management Golden Clover Stichting Custody (2) Settlement and custody The Netherlands Motoractive IFN S.A. ( Motoractive ) Leasing Romania Ralfi IFN S.A. ( Ralfi ) Consumer finance Romania RPV Company Special purpose entity for securitisation transaction Stichting Safekeeping (2) Settlement and custody The Netherlands Trifoi Real Estate Company (2) Real estate investment Romania United Custodian (2) Settlement and custody The Netherlands (1) These companies are subsidiaries of Garanti Bank and are operating in businesses other than banking and/or finance. They are included within the banking and finance segment for the purposes of Doğuş Holding s consolidated financial statements since Garanti Bank owns their controlling interests. (2) These companies are not consolidated in the accompanying consolidated financial statements as they do not currently have material operations compared to the consolidated performance of the Group. 9

14 1 Reporting entity (continued) 1.2 Entities in construction segment Below entities are first consolidated under Doğuş İnşaat ve Ticaret A.Ş. ( Doğuş İnşaat ); then consolidated under the Group. Subsidiaries Nature of business Country of incorporation Ayson Geoteknik ve Deniz İnşaat A.Ş. ( Ayson ) Drilling Ayson Sondaj Limited Ukraine ( Ayson Sondaj ) A non-operating company Ukraine Dogus Construction LLC Construction Qatar Doğus Maroc SARL Construction Morocco Doğuş EOOD Construction Bulgaria Doğuş İnşaat Construction Doğuş İnşaat Limited (Ukraine) ( Doğuş İnşaat Limited ) Construction Ukraine Dogus Oman LLC Construction Oman Teknik Mühendislik ve Müşavirlik A.Ş. ( Teknik Mühendislik ) Civil engineering Joint operations Nature of business Country of incorporation Doğuş Alarko YDA İnşaat ( Doğuş Alarko ) Construction Doğuş Polat Adi Ortaklığı ( Doğuş Polat ) Construction Doğuş YDA Adi Ortaklığı ( Doğuş YDA ) Construction Gülermak-Doğuş Adi Ortaklığı ( Gülermak Doğuş ) Construction Kazakhistan Joint Venture ( Doğuş Prestige ) Construction Kazakhistan Yapı Merkezi-Doğuş-Yüksel-Yenigün-Belen Adi Ortaklığı ( YMDYYB ) Construction 1.3 Entities in automotive segment Below entities are first consolidated under Doğuş Otomotiv Servis ve Ticaret A.Ş. ( DOAŞ ); then consolidated under the Group. Country of incorporation Subsidiaries Nature of business DOAŞ Automotive distribution Doğuş Auto Mısır JS A non-operating company Egypt Doğuş Auto Mısır LLC A non-operating company Egypt D-Auto Suisse SA Automotive retail Switzerland Doğuş Oto Pazarlama ve Ticaret A.Ş. ( Doğuş Oto ) Automotive retail D-Auto Limited Liability Company ( Doğuş Auto Iraq ) Automotive retail Iraq Doğuş Sigorta Aracılık Hizmetleri A.Ş. ( Doğuş Sigorta ) Insurance agency Joint ventures Nature of business Country of incorporation Krone-Doğuş Treyler Sanayi ve Ticaret A.Ş. ( Krone Doğuş ) Production Meiller Doğuş Damper Sanayi ve Ticaret Limited Şirketi Production ( Meiller Doğuş ) TÜVTURK Kuzey Taşıt Muayene İstasyonları Yapım ve Vehicle inspection station İşletim A.Ş. ( TÜVTURK Kuzey ) TÜVTURK Güney Taşıt Muayene İstasyonları Yapım ve İşletim A.Ş. ( TÜVTURK Güney ) Vehicle inspection station TÜVTURK İstanbul Taşıt Muayene İstasyonları Yapım ve Vehicle inspection station İşletim A.Ş. ( TÜVTURK İstanbul ) TÜV SÜD Doğuş Ekspertiz ve Danışmanlık Hizmetleri Limited Şirketi ( TÜV SUD Doğuş Ekspertiz ) Valuation services 10

15 1 Reporting entity (continued) 1.3 Entities in automotive segment (continued) Associates Nature of business Country of incorporation Leaseplan Otomotiv Servis ve Ticaret A.Ş. ( Leaseplan ) Operational leasing LPD Holding A.Ş. ( LPD Holding ) Operational leasing VDF Faktoring Hizmetleri A.Ş. ( VDF Faktoring ) Factoring VDF Sigorta Aracılık Hizmetleri A.Ş. ( VDF Sigorta ) Agency/brokerage VDF Servis Holding A.Ş. ( VDF Servis Holding ) Holding company Volkswagen Doğuş Finansman A.Ş. ( VDF Tüketici ) Consumer finance Yüce Auto A.Ş. ( Yüce Auto ) Automotive distribution 1.4 Entities in tourism segment Subsidiaries Nature of business Country of incorporation Alantur Turizm ve Ticaret A.Ş. ( Alantur ) Hospitality Antur Turizm A.Ş. ( Antur ) Hospitality and travel agency Anadolu Göcek Marina Turizm Yatırımları A.Ş. Marina operation ( D Marin Göcek ) Arena Otel Lokanta ve Eğlence Yerleri İşletmeciliği ve Hospitality and cafe Turizm Yatırım A.Ş. ( Arena ) (formerly, named as Arena Giyim Sanayi ve Ticaret A.Ş.) Argos Turizm Yatırım ve Ticaret A.Ş. ( Argos in Hotel management Cappadocia ) BMK Turizm ve Otelcilik Hizmetleri A.Ş. ( BMK ) Hotel management D Otel Göcek Turizm Yatırımları ve İşletmeciliği A.Ş. Hospitality ( D Otel Göcek ) D Otel Marmaris Turizm İşletmeciliği Ticaret ve Sanayi Hospitality A.Ş. ( D Otel ) D Saat ve Mücevherat Ticaret A.Ş. ( D Saat ) Retail and distribution of luxury watches Dogus Avenue BV ( Doğuş Avenue BV ) Investments company The Netherlands Doğuş Avenue Dış Ticaret ( Doğuş Avenue ) Retail Dogus Avenue Holding Coop U.A. ( Doğuş Avenue Coop ) Investments company The Netherlands Dogus Avenue LLC ( Dogus Avenue LLC ) Retail services Russia Doğuş Dalaman Marina İşletmeciliği Turizm Ticaret A.Ş. A non-operating company ( Doğuş Dalaman ) (1) Doğuş Didim Marina İşletmeleri ve Ticaret A.Ş. Marina operation ( Doğuş Didim ) Doğuş Hoteli d.o.o. ( Doğuş Hoteli ) Hotel management Croatia Doğuş Montenegro Investments Holding Coöperatief U.A. Investments company The Netherlands Doğuş Montenegro Investments Holding B.V. Investments company The Netherlands Doğuş Marina Hoteli d.o.o. ( Doğuş Marina Hoteli ) Hotel management Croatia Dogus Marine Croatia d.o.o. ( Doğuş Marine ) Investments company Croatia D Marina İşletmeciliği Turizm ve Yönetim Hizmetleri A.Ş. Marina management ( D Marina ) D Marine Investments Holding Coöperatief U.A. Investments company The Netherlands D Marine Investments Holding B.V. Investments company The Netherlands Doğuş Hoteli Sibenik d.o.o. ( Doğuş Hoteli Sibenik ) A non-operating company Croatia Doğuş Razvitak I Upravljanje d.o.o. ( Doğuş Razvitak ) Marina management Croatia Doğuş Otel İşletmeciliği ve Yönetim Hizmetleri A.Ş. ( Doğuş Otel İşletmeciliği ) Hospitality 11

16 1 Reporting entity (continued) 1.4 Entities in tourism segment (continued) Subsidiaries Nature of business Country of incorporation Doğuş Otel Yatırımları ve Turizm İşletme A.Ş. ( Doğuş Holding company Otel ) (formerly, named as Karadeniz Otel Yatırımları ve Turizm İşletme A.Ş.) Doğuş Perakende Satış, Giyim ve Aksesuar Ticaret A.Ş. Retail services ( Doğuş Perakende ) Doğuş Turgutreis Marina İşletmeciliği Turizm ve Ticaret A.Ş. Marina operation ( Doğuş Turgutreis ) Dogus Upravljanje d.o.o ( Sibenik Upravljanje ) Marina operation Croatia Garanti Turizm Yatırım ve İşletme A.Ş. ( Garanti Turizm ) Hospitality Göktrans Turizm ve Ticaret A.Ş. ( Göktrans Turizm ) Hospitality Marina Borik d.o.o ( Marina Borik ) Marina operation Croatia Marina Dalmacija d.o.o ( Marina Dalmacija ) Marina operation Croatia Marina Sibenik d.o.o. ( Marina Sibenik ) Marina operation Croatia MK Holding A.Ş. ( MK Holding ) Hotel management Şahintur Şahinler Otelcilik Turizm Yatırım İşletmeciliği A non-operating company A.Ş. ( Şahintur ) Villa Dubrovnik d.d. Hotel management Croatia Voyager Mediterranean Turizm Endüstrisi ve Ticareti Hospitality A.Ş. ( Voyager ) Joint ventures Nature of business Country of incorporation Acropolis S.P.A Hospitality Italy Gouvia Marina S.A. Marina operation Greece Lamda Dogus Holding and Development of Marinas S.A. Marina management Greece ( Lamda Dogus ) Lamda Flisvos Holding ( Lamda Flisvos ) Marina management Greece Lamda Flisvos Marina ( Lamda Marina ) Marina operation Greece Lefkas Marina S.A. Marina operation Greece K&G Medmarinas Management S.A. Marina management Greece Zea Marina S.A. Marina operation Greece (1) Doğuş Dalaman was established to build and operate yachting marina in seaside resort towns in Mediterranean coasts of. However, Doğuş Dalaman has not yet started its operations and accordingly was noted as non-operating. 1.5 Entities in media segment Subsidiaries Nature of business Country of incorporation A Yapım Televizyon Programcılık A.Ş. ( A Yapım ) Media Doğuş Media Group GmbH ( Doğuş Media ) Media Germany Doğuş Video ve Dijital Yayıncılık A.Ş. ( Doğuş Video ) Producing social websites and digital games Doğuş Yayın Grubu A.Ş. ( Doğuş Yayın Grubu ) Media Enformasyon Reklamcılık ve Filmcilik Sanayi ve Ticaret A.Ş. Media ( Enformasyon ) E Elektronik Bahis Oyunları A.Ş. ( E Elektronik ) Lottery HD Yayıncılık ve Medya Hizmetleri A.Ş. Media ( HD Yayıncılık ) Işıl Televizyon Yayıncılık A.Ş. ( Star TV ) Media Kral Pop Avrupa Radyo ve Televizyon Yayıncılığı A.Ş. ( Kral Pop Avrupa ) Media 12

17 1 Reporting entity (continued) 1.5 Entities in media segment (contiuned) Subsidiaries Nature of business Country of incorporation Kral TV Radyo ve Televizyon Yayıncılığı A.Ş. Media ( Kral TV Radyo ) Kral Pop Medya Hizmetleri A.Ş. ( Kral Pop ) Media NTV Batı Medya Hizmetleri A.Ş. ( NTV Batı ) Media NTV Radyo ve Televizyon Yayıncılığı A.Ş. ( NTV Radyo ) Media Sportif Radyo ve Televizyon Yayıncılık A.Ş. ( Sportif Radyo ) Media Star Avrupa Radyo ve Televizyon Yayıncılığı A.Ş. ( Star Media Avrupa ) Uydu Dijital İnternet Teknolojileri A.Ş. ( Uydu Dijital ) Media Yonca Radyo ve TV Yayıncılık A.Ş. ( Yonca Radyo ) Media Associates Nature of business Country of incorporation Enmoda E Alışveriş ve Ticaret A.Ş. ( Enmoda ) Online shopping World Wide Entertainment Medya Ticaret A.Ş. ( World Wide ) Media 1.6 Entities in other segment Country of Subsidiaries Nature of business incorporation Ad Yiyecek İçecek Ticari Sanayi A.Ş. ( AD Yiyecek ) Restaurant establishment Afiyet Olsun Turizm İşletmeleri A.Ş. ( Afiyet Olsun ) Restaurant establishment A.L.E. Gıda Turizm ve Ticaret A.Ş. ( A.L.E. Gıda ) Restaurant establishment Alperen Gayrimenkul Yatırım ve İşletme A.Ş. ( Alperen ) Real estate development Altınhan Turizm ve Ticaret A.Ş. ( Altınhan ) Restaurant establishment Aresta Gıda Ticaret ve Sanayi A.Ş. ( Aresta ) Restaurant establishment Bal Turizm ve Gıda Pazarlama A.Ş. ( Bal Turizm ) Restaurant establishment Başkent Yiyecek İçecek A.Ş. ( Başkent ) Restaurant establishment Büke Turizm ve Lokantacılık Ticaret A.Ş. ( Büke Turizm ) Restaurant establishment D Eğlence Bar Restoran İşletmeciliği ve Yatırım A.Ş. ( D Establishment and Eğlence ) management of restaurants and cafes D Enerji Üretim ve Yatırım A.Ş. ( D Enerji ) Energy D Et ve Et Ürünleri Gıda Pazarlama Ticaret A.Ş.( D Et ) Establishment and management of restaurants and cafes D Otel Bodrum Sağlıklı Yaşam Hizmetleri Ticaret A.Ş. ( D Otel Healthcare counseling and Bodrum) Hospitality D Koruma ve Güvenlik Hizmetleri A.Ş. ( D Koruma ) Security and protection activities Dafne Yayıncılık Turizm ve Gıda Pazarlama Ticaret A.Ş. Restaurant and catering ( Dafne Yayıncılık ) Darüşşafaka Sportif Yatırımlar ve Ticaret A.Ş. Sports activities ( Darüşşafaka Sportif ) Doğuş Araştırma Geliştirme ve Müşavirlik Hizmetleri Investing A.Ş. ( Doğuş Arge ) Doğuş Bilgi İşlem ve Teknoloji Hizmetleri A.Ş. Software development ( Doğuş Bilgi İşlem ) Doğuş Cennet Koyu Sağlıklı Yaşam Hizmetleri Ticaret A.Ş. A non-operating company ( Doğuş Cennet Koyu ) Doğuş Enerji Toptan Elektrik Ticaret A.Ş. Purchasing and selling of ( Doğuş Enerji Toptan ) electricity Doğuş Enerji Üretim ve Ticaret A.Ş. ( Doğuş Enerji ) Electricity generation Doğuş Finance Ukraine A non-operating company Ukraine Doğuş Gayrimenkul Yatırım ve İşletme A.Ş. Real estate development ( Doğuş Gayrimenkul ) 13

18 1 Reporting entity (continued) 1.6 Entities in other segment (continued) Subsidiaries Nature of business Country of incorporation Doğuş Gayrimenkul Yatırım Ortaklığı A.Ş. ( Doğuş GYO ) Real estate investment fund Doğuş International Limited ( Doğuş International ) Construction equipment United Kingdom Dogus Management Services Limited ( Dogus Management ) Business and financial U.A.E. investments Doğuş Nakliyat ve Ticaret A.Ş. ( Doğuş Nakliyat ) A non-operating company Doğuş SA A non-operating company Switzerland Doğuş Sağlıklı Yaşam ve Danışmanlık Hizmetleri Healthcare counseling Ticaret A.Ş. ( Doğuş Sağlıklı Yaşam ) Doğuş Spor Kompleksi Yatırım ve İşletme A.Ş. ( Doğuş Spor ) Sports activities Doğuş Sportif Faaliyetler A.Ş. ( Doğuş Sportif ) Sports activities Doğuş Tarımsal Projeler Araştırma Geliştirme A.Ş. ( Doğuş Agricultural research and Tarım ) development activities Doğuş Telekomünikasyon Hizmetleri A.Ş. ( Doğuş Telekom ) A non-operating company Doğuş Turizm Sağlık Yatırımları ve İşletmeciliği Real estate development Sanayi ve Ticaret A.Ş. ( Doğuş Turizm ) Doğuş Varlık Kiralama A.Ş. ( Doğuş Varlık ) Real estate development Doğuş Yeni İnternet Reklam Pazarlama ve Turizm Hizmetleri Online marketing and A.Ş. ( Doğuş Yeni ) advertising Doors Akademi Eğitim ve Danışmanlık Hizmetleri A.Ş. Academy ( Doors Akademi ) Doors Holding A.Ş. ( Doors Holding ) Holding company Doors Uluslararası Yönetim Danışmanlığı Ticaret A.Ş. A non-operating company ( Doors Uluslararası Yönetim ) Dream International B.V. Investments company The Netherlands Dream International Coöperatif U.A. Investments company The Netherlands Etiler Turistik Tesisler İşletmeciliği Ticaret A.Ş. ( Etiler Turistik ) Establishment and management of restaurants and cafes Genoto Otomotiv Pazarlama ve Ticaret A.Ş. ( Genoto ) A non-operating company Havana Yayıncılık Turizm ve Gıda Pazarlama Ticaret A.Ş. Restaurant, food and ( Havana Yayıncılık ) beverage production Havana International B.V. Investments company The Netherlands Havana International Coöperatif U.A. Investments company The Netherlands İstinye Park Gayrimenkul Yatırım ve İşletme A.Ş. Shopping mall ( İstinye Park Gayrimenkul ) administration Havana Doors Restaurant Management Ltd ( Havana Doors ) Restaurant establishment The Netherlands Kivahan Turizm Ticaret A.Ş. ( Kivahan ) Restaurant establishment Köprü Restoran Işletmeciliği Ticaret A.Ş. ( Köprü ) Restaurant establishment Körfez Havacılık Turizm ve Ticaret A.Ş. ( Körfez Hava ) Transportation Lacivert Turizm A.Ş. ( Lacivert ) Restaurant establishment London Doors Restaurant Group Ltd Holding company United Kingdom Mezzaluna Gıda İşletmecilik Sanayi ve Ticaret A.Ş. ( Mezzaluna ) Establishment and management of Meto Turizm İşletmeciliği Ve Tasarım Dekorasyon Ticaret A.Ş. ( Meto Turizm ) Nahita Restoran İşletmeciliği ve Yatırım A.Ş. ( Nahita ) restaurants and cafes Establishment and management of restaurants and cafes Establishment and management of restaurants and cafes 14

19 1 Reporting entity (continued) 1.6 Entities in other segment (continued) Subsidiaries Nature of business Country of incorporation Pozitif Arena Konser Salon İşletmeleri A.Ş. ( Pozitif Arena ) Entertainment and event management Pozitif Müzik Yapım A.Ş. ( Pozitif Yapım ) Entertainment and event management Pozitif Müzik A.Ş. ( Pozitif Müzik ) Entertainment and event management Ryo-Tei Itsme Gıda Ürünleri Turizm ve Ticaret A.Ş. ( Itsumi ) Restaurant Sait Restoran Turizm İşletmeciliği İnş. Emlak ve Tic.A.Ş. ( Sait ) Restaurant Salıpazarı Liman İşletmeciliği ve Yatırımları A.Ş. ( Salıpazarı ) Real estate development Sititur Turizm Yatırım ve Danışmanlık Hizmetleri A.Ş. ( Sititur ) A non-operating company Soya Restoran İşletmeciliği ve Ticaret A.Ş. ( Soya ) Restaurant Tag Restaurants Holdings Ltd Holding company United Kingdom Tansaş Gıda ve Sanayi Turizm A.Ş. ( Tansaş Gıda ) A non-operating company The Tom Aikens Group Ltd Restaurant establishment United Kingdom Tom Aikens Ltd Restaurant establishment United Kingdom Tom's Kitchen Ltd Restaurant establishment United Kingdom Vitapark Spor Turizm Hizmet İnşaat ve Ticaret A.Ş. ( Vitapark ) Golf resort Joint ventures Nature of business Country of incorporation Aslancık Elektrik Üretim A.Ş. ( Aslancık ) Electricity generation Azumi Limited Restaurant United Kingdom Boğaziçi Borsa Lokantacılık İşletmeleri San. ve Tic. A.Ş.( Borsa ) Establishment and management of restaurant and cafes Boyabat Elektrik Üretim ve Ticaret A.Ş. ( Boyabat ) Electricity generation Darphane Lokantaları İşletmeleri San. ve Tic. A.Ş. ( Darphane ) Establishment and management of restaurants and cafes Doğuş Planet Elektronik Ticaret ve Bilişim Hizmetleri A.Ş. E-commerce ( Doğuş Planet ) Doğuş SK Girişim Sermayesi Yatırım Ortaklığı A.Ş. ( Doğuş SK Private equity Girişim ) Ege Turizm ve Gayrimenkul Yatırımları A.Ş. ( Ege Turizm ) Real estate development IMG Doğuş Spor Moda ve Media Hizmetleri ve Ticaret A.Ş. ( IMG Doğuş Spor ) Establishment and management of sports academies Kanlıca Turizm Sanayi A.Ş. ( Kanlıca Turizm ) Restaurant and hotel LPM İstanbul Restoran İşletmeciliği ve Yatırım A.Ş. ( LPM Establishment and İstanbul ) management of Mora Turizm Otelcilik Restaurant İşletmeleri San. ve Tic. A.Ş. ( Mora ) Masa Restaurant Grup İşletmeleri San. ve Tic. A.Ş. ( Masa ) restaurants and cafes Establishment and management of restaurants and cafes Establishment and management of restaurants and cafes 15

20 1 Reporting entity (continued) 1.6 Entities in other segment (continued) Joint ventures Nature of business Country of incorporation Orta Konak Gayrimenkul Yatırım Yönetimi ve Turizm A.Ş. Real estate development ( Orta Konak ) Robata Rest Ltd Restaurant establishment United Kingdom Roka Mayfair Ltd Restaurant establishment United Kingdom Roka Aldwych Ltd Restaurant establishment United Kingdom Taddeo Trading Ltd Restaurant establishment Thailand Taraneete International Ltd Restaurant Hong Kong Time Result International Ltd Restaurant Hong Kong Turnwise Enterprices Ltd Restaurant establishment Hong Kong Wildfire Entertainment Ltd Restaurant United Kingdom Zuma Bangkok Ltd Restaurant Thailand Zuma Club Llc Restaurant U.A.E Zuma Japanese Restaurant INC Restaurant U.S.A Zuma Japanese Restaurant Miami Llc Restaurant U.S.A Zuma NY LLC Restaurant U.S.A Zuma Restaurant LLC, Abu Dhabi ( Abu Dhabi ) Restaurant establishment U.A.E Zuma Turizm ve Gıda Pazarlama Ticaret A.Ş. ( Zuma Turizm ) Restaurant Zuma USA Inc Restaurant U.S.A Associates Nature of business Country of incorporation Altın Mecralar İnteraktif Medya ve Pazarlama ve Teknoloji marketing Hizmetleri Ticaret Limited Şirketi ( Altın Mecralar ) Euromessage Deutschland GmbH ( Euromessage Deutschland ) marketing Germany Hedef Medya Tanıtım Interaktif Media Pazarlama A.Ş. ( Hedef marketing Medya ) İstinye Yönetim Hizmetleri A.Ş. ( İstinye Yönetim Hizmetleri ) Shopping mall administration Reidin FZ-LLC ( Reidin ) Real estate research U.A.E 16

21 1 Reporting entity (continued) 1.7 Subsidiaries The table below sets out all consolidated subsidiaries and shows shareholding structure of these subsidiaries at and 31 December 2013: Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family 17 Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries A Yapım 100,00 100, ,00 100,00 99,96 99,96 AD Yiyecek 60, , ,00 -- A.L.E. Gıda 100,00 100, ,00 100,00 74,25 74,25 Afiyet Olsun 75,00 75, ,00 75,00 75,00 75,00 Alantur 100,00 100, ,00 100,00 99,82 99,82 Altınhan 100,00 100, ,00 100,00 100,00 100,00 Alperen 100,00 100, ,00 100,00 100,00 100,00 Antur 99,99 99, ,99 99,99 99,82 99,82 Arena 100,00 100, ,00 100,00 99,04 99,04 Aresta 60,00 60, ,00 60,00 59,95 59,95 Ayson 70,00 70, ,00 70,00 70,00 70,00 Argos in Cappadocia 80, , ,00 -- Ayson Sondaj 100,00 100, ,00 100,00 70,00 70,00 Bal Turizm 100,00 100, ,00 100,00 74,25 74,25 Başkent 100, , ,95 -- BMK (1) 100,00 100, ,00 100,00 60,00 60,00 Büke Turizm 100,00 100, ,00 100,00 74,25 74,25 D-Auto Suisse SA 100,00 100, ,00 100,00 73,00 72,12 D Eğlence 100,00 100, ,00 100,00 100,00 100,00 D Enerji 100,00 100, ,00 100,00 100,00 100,00 D Et 51,00 51, ,00 51,00 51,00 51,00 D Koruma 100,00 100, ,00 100,00 100,00 100,00 D Marina 100,00 100, ,00 100,00 100,00 100,00 D Marin Göcek 100,00 100, ,00 100,00 100,00 100,00 D Marine Investment Holding B.V. 100,00 100, ,00 100,00 99,99 99,99 D Marine Investment Holding Coöperatief U.A 100,00 100, ,00 100,00 99,99 99,99 D Otel 100,00 100, ,00 100,00 100,00 100,00 D Otel Bodrum 100,00 100, ,00 100,00 99,99 99,97 D Otel Göcek 100,00 100, ,00 100,00 99,73 99,73 D Saat 100,00 100, ,00 100,00 100,00 100,00 Dafne Yayıncılık 100,00 100, ,00 100,00 74,25 74,25 Datmar -- 99, , , ,33 Darüşşafaka Sportif 100,00 100, ,00 100,00 100,00 100,00 DOAŞ 75,20 74, ,20 74,32 73,00 72,11 Dogus Marine 100,00 100, ,00 100,00 100,00 100,00 Doğuş Arge 92,72 92,72 7,28 7,28 100,00 100,00 92,72 92,72 Doğuş Auto Mısr JS 100,00 100, ,00 100,00 73,01 72,12 Doğuş Auto Mısr LLC 99,00 99, ,00 99,00 72,28 71,40 Doğuş Auto Iraq 100,00 100, ,00 100,00 73,00 72,11 Dogus Avenue BV 98,12 98, ,12 98,12 98,12 98,12

22 1 Reporting entity (continued) 1.7 Subsidiaries (continued) Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family 18 Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Dogus Avenue Coop 100,00 100, ,00 100,00 98,12 98,12 Dogus Avenue LLC 100,00 100, ,00 100,00 98,12 98,12 Dogus Avenue 99,39 99, ,39 99,39 99,39 99,39 Doğuş Bilgi İşlem 100,00 100, ,00 100,00 87,58 87,17 Doğuş Cennet Koyu 80,00 80, ,00 80,00 80,00 80,00 Dogus Construction LLC 49,00 49, ,00 49,00 49,00 49,00 Doğuş Dalaman 100,00 100, ,00 100,00 100,00 100,00 Doğuş Didim 100,00 100, ,00 100,00 100,00 100,00 Doğuş Enerji 100,00 100, ,00 100,00 100,00 100,00 Doğuş Enerji Toptan 100,00 100, ,00 100,00 99,98 99,97 Doğuş EOOD 100,00 100, ,00 100,00 100,00 100,00 Doğuş Finance Ukraine 99,00 99, ,00 99,00 99,00 99,00 Doğuş GYO 95,06 95,06 1,46 1,46 96,51 96,51 93,34 93,34 Doğuş Gayrimenkul 100,00 97, ,48 100,00 100,00 100,00 97,52 Doğuş Otel 100,00 100, ,00 100,00 100,00 100,00 Doğuş Hoteli 100,00 100, ,00 100,00 100,00 100,00 Doğuş Hoteli Sibenik 100,00 100, ,00 100,00 100,00 100,00 Doğuş İnşaat 100,00 100, ,00 100,00 100,00 100,00 Doğuş İnşaat Limited 100,00 100, ,00 100,00 100,00 100,00 Doğuş International 100,00 100, ,00 100,00 92,72 92,72 Doğuş Management 100,00 100, ,00 100,00 100,00 100,00 Doğuş Marina Hoteli 100,00 100, ,00 100,00 100,00 100,00 Doğus Maroc SARL 100,00 100, ,00 100,00 100,00 100,00 Doğuş Media 100,00 100, ,00 100,00 99,96 99,96 Dogus Montenegro B.V. 100, , ,99 -- Dogus Montenegro Coöperatif U.A. 100, , ,99 -- Doğuş Nakliyat 90,50 90, ,50 90,50 90,46 90,46 Dogus Oman LLC 70,00 70, ,00 70,00 70,00 70,00 Doğuş Otel İşletmeciliği 100,00 100, ,00 100,00 99,76 99,76 Doğuş Oto Pazarlama 100,00 100, ,00 100,00 74,02 73,17 Doğuş Perakende 100,00 100, ,00 100,00 100,00 100,00 Doğuş Razvitak 100,00 100, ,00 100,00 100,00 100,00 Doğuş Sağlıklı Yaşam 100,00 100, ,00 100,00 100,00 100,00 Doğuş SA 100,00 100, ,00 100,00 95,30 95,30 Doğuş Sigorta 100,00 100, ,00 100,00 88,66 88,29 Doğuş Spor 100,00 100, ,00 100,00 100,00 100,00 Doğuş Sportif 100,00 100, ,00 100,00 100,00 100,00 Doğuş Tarım 100,00 100, ,00 100,00 100,00 100,00 Doğuş Telekom 100,00 100, ,00 100,00 100,00 100,00 Doğuş Turgutreis 100,00 100, ,00 100,00 98,27 98,27 Doğuş Turizm 100,00 100, ,00 100,00 100,00 100,00 Doğuş Varlık 100, , ,00 -- Doğuş Video 100,00 100, ,00 100,00 99,95 99,95 Doğuş Yayın Grubu 100,00 100, ,00 100,00 99,96 99,96

23 1 Reporting entity (continued) 1.7 Subsidiaries (continued) Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Doğuş Yeni 100,00 100, ,00 100,00 100,00 100,00 Doors Akademi 100,00 100, ,00 100,00 74,25 74,25 Doors Holding 74,25 74, ,25 74,25 74,25 74,25 Doors Uluslararası Yönetim 100,00 100, ,00 100,00 74,25 74,25 Dream International B.V. 100,00 100, ,00 100,00 100,00 100,00 Dream International Coöperatif U.A. 100,00 100, ,00 100,00 100,00 100,00 E Elektronik 100,00 100, ,00 100,00 99,96 99,96 Enformasyon 100,00 100, ,00 100,00 99,96 99,96 Etiler Turizm 75,00 75, ,00 75,00 75,00 75,00 Garanti Turizm 100,00 100, ,00 100,00 98,81 98,81 Genoto 100,00 100, ,00 100,00 100,00 100,00 Göktrans Turizm 100,00 100, ,00 100,00 99,76 99,76 Havana Doors 100, , ,25 -- Havana Yayıncılık 100,00 100, ,00 100,00 74,25 74,25 Havana International B.V. 100, , ,25 -- Havana International Coöperatif U.A. 100, , ,25 -- HD Yayıncılık 100,00 100, ,00 100,00 99,96 99,96 İstinye Park Gayrimenkul 100,00 100, ,00 100,00 100,00 100,00 Itsumi 50, , ,10 -- Kivahan 51,00 51, ,00 51,00 50,96 50,96 Köprü 100,00 100, ,00 100,00 50,96 50,96 Körfez Hava 100,00 100, ,00 100,00 100,00 100,00 Kral Pop 100,00 100, ,00 100,00 99,96 99,96 Kral Pop Avrupa 100,00 100, ,00 100,00 99,96 99,96 Kral TV Radyo 100,00 100, ,00 100,00 99,96 99,96 Lacivert 75,00 75, ,00 75,00 75,00 75,00 London Doors Restaurant Group Ltd 79,00 79, ,00 79,00 58,66 58,66 Marina Borik 100,00 100, ,00 100,00 100,00 100,00 Marina Dalmacija 100,00 100, ,00 100,00 100,00 100,00 Marina Sibenik 100,00 100, ,00 100,00 100,00 100,00 Meto Turizm 75,00 75, ,00 75,00 75,00 75,00 Mezzaluna 70,00 70, ,00 70,00 70,00 70,00 MK Holding 60,00 60, ,00 60,00 60,00 60,00 Nahita 100,00 100, ,00 100,00 100,00 100,00 NTV Batı 100,00 100, ,00 100,00 99,96 99,96 NTV Radyo 100,00 100, ,00 100,00 99,96 99,96 Pozitif Arena 80,00 80, ,00 80,00 80,00 80,00 Pozitif Müzik 80,00 80, ,00 80,00 80,00 80,00 Pozitif Yapım 80,00 80, ,00 80,00 80,00 80,00 Sait 60,00 60, ,00 60,00 60,00 60,00 Salıpazarı 81, , ,00 -- Sibenik Upravljanje 100,00 100, ,00 100,00 100,00 100,00 19

24 1 Reporting entity (continued) 1.7 Subsidiaries (continued) Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family 20 Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Sititur 100,00 100, ,00 100,00 100,00 100,00 Soya 100,00 100, ,00 100,00 100,00 100,00 Sportif Radyo 100,00 100, ,00 100,00 99,96 99,96 Star Avrupa 100,00 100, ,00 100,00 99,96 99,96 Star TV 100,00 100, ,00 100,00 99,96 99,96 Şahintur 100,00 100, ,00 100,00 100,00 100,00 Tag Restaurants Holdings Ltd 100,00 100, ,00 100,00 58,66 58,66 Tansaş Gıda 99,87 99, ,87 99,87 99,87 99,87 Teknik Mühendislik 99,90 99, ,90 99,90 99,90 99,90 The Tom Aikens Group Ltd 100,00 100, ,00 100,00 58,66 58,66 Tom Aikens Ltd 100,00 100, ,00 100,00 58,66 58,66 Tom's Kitchen Ltd 100,00 100, ,00 100,00 58,66 58,66 Uydu Dijital 100,00 100, ,00 100,00 98,77 98,77 Villa Dubrovnik 86, , ,80 -- Vitapark 70,00 70, ,00 70,00 70,00 70,00 Voyager 100,00 100, ,00 100,00 100,00 100,00 Yonca Radyo 100,00 100, ,00 100,00 99,96 99,96 (1) Consolidated under MK Holding. 1.8 List of associates The table below sets out the associates and shows the shareholding structure of the associates at and 31 December 2013: Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Altın Mecralar (1) 99,00 99, ,00 99,00 39,60 39,60 Enmoda 25,00 25, ,00 25,00 24,99 24,99 Euromessage Deutschland (1) 100,00 100, ,00 100,00 40,00 40,00 Hedef Medya 40,00 40, ,00 40,00 40,00 40,00 İstinye Yönetim Hizmetleri 42,00 42, ,00 42,00 42,00 42,00 Leaseplan 100,00 100, ,00 100,00 38,68 38,35 LPD Holding 49,00 49, ,00 49,00 38,68 38,35 Reidin 30,00 30, ,00 30,00 30,00 30,00 VDF Faktoring (2) 100,00 100, ,00 100,00 38,68 38,35 VDF Tüketici 49,00 49, ,00 49,00 36,04 35,61 VDF Servis Holding 49,00 49, ,00 49,00 38,68 38,35 VDF Sigorta (2) 100,00 100, ,00 100,00 38,69 38,35 World Wide 30,00 30, ,00 30,00 29,63 29,63 Yüce Auto 50,00 50, ,00 50,00 36,50 36,06 (1) Consolidated under Hedef Medya. (2) Consolidated under VDF Servis Holding.

25 1 Reporting entity (continued) 1.9 List of joint ventures / joint operations The table below sets out the joint ventures and joint operations and shows the shareholding structure of the joint ventures and joint operations as at and 31 December 2013: Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Abu Dhabi Acropolis S.P.A 51,00 51, ,00 51,00 51,00 51,00 Aslancık 33,33 33, ,33 33,33 33,33 33,33 Azumi Limited 50,01 50, ,01 50,01 50,01 50,01 Borsa (5) 51,00 51, ,00 51,00 51,00 51,00 Boyabat 34,00 34, ,00 34,00 33,97 33,97 Darphane (5) 51,00 51, ,00 51,00 51,00 51,00 Doğuş Alarko (3) 37,50 37, ,50 37,50 37,50 37,50 Doğuş SK Girişim 50,00 50, ,00 50,00 50,00 50,00 Doğuş Planet 50,00 50, ,00 50,00 50,00 50,00 Doğuş Polat (3) 50,00 50, ,00 50,00 50,00 50,00 Doğuş Prestige (3) 60,00 60, ,00 60,00 60,00 60,00 Doğuş YDA (3) 50,00 50, ,00 50,00 50,00 50,00 Domenia 100,00 100, ,00 100,00 23,95 23,95 Ege Turizm 50, , ,00 -- Garanti Bank 24,23 24,23 0,66 0,66 24,88 24,88 23,95 23,95 Garanti Bank SA 100,00 100, ,00 100,00 23,95 23,95 Garanti Bilişim 100,00 100, ,00 100,00 23,95 23,95 Garanti Faktoring 81,84 81, ,84 81,84 19,60 19,60 Garanti Filo 100,00 100, ,00 100,00 23,98 23,98 Garanti Holding B.V. 100,00 100, ,00 100,00 23,95 23,95 Garanti Hizmet 99,40 99, ,40 99,40 26,09 26,09 Garanti Konut 100,00 100, ,00 100,00 23,95 23,95 Garanti Kültür 100,00 100, ,00 100,00 23,95 23,95 Garanti Leasing 100,00 100, ,00 100,00 23,98 23,98 Garanti Portföy 100,00 100, ,00 100,00 23,95 23,95 Garanti Yatırım 100,00 100, ,00 100,00 23,95 23,95 Garanti Yatırım Ortaklığı (1) 3,30 3, ,30 3,30 0,83 0,83 G Netherlands 100,00 100, ,00 100,00 23,95 23,95 GBI 100,00 100, ,00 100,00 23,95 23,95 GB Moscow 100,00 100, ,00 100,00 23,95 23,95 GEHAŞ 84,91 84, ,91 84,91 20,33 20,33 Golden Clover Stichting Custody 100,00 100, ,00 100,00 23,95 23,95 Gouvia Marina S.A. (2) 50,58 50, ,58 50,58 34,52 34,52 Gülermak Doğuş (3) 50,00 50, ,00 50,00 50,00 50,00 GÖSAŞ 100,00 100, ,00 100,00 23,98 23,98 IMG Doğuş Spor 50,00 50, ,00 50,00 50,00 50,00 Kanlıca Turizm 49,00 49, ,00 49,00 36,38 36,38 K&G Medmarinas Management S.A. 68,24 68, ,24 68,24 68,24 68,24 21

26 1 Reporting entity (continued) 1.9 List of joint ventures / joint operations (continued) Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries Ownership interest through shares held by Şahenk Family 22 Proportion of ownership interest Proportion of effective interest of Doğuş Holding and its subsidiaries Krone Doğuş 49,00 49, ,00 49,00 36,04 35,61 Lamda Dogus 50,00 50, ,00 50,00 50,00 50,00 Lamda Flisvos (4) 70,00 70, ,00 70,00 35,00 35,00 Lamda Marina (4) 77,23 77, ,23 77,23 27,03 27,03 Lefkas Marina S.A. (2) 53,29 26, ,29 26,64 36,36 18,18 LPM Istanbul A.Ş. 47,22 47, ,22 47,22 47,22 47,22 Masa (5) 51,00 51, ,00 51,00 51,00 51,00 Meiller Doğuş 49,00 49, ,00 49,00 35,77 35,34 Mora (5) 51,01 51, ,01 51,01 51,01 51,01 Motoractive 100,00 100, ,00 100,00 23,95 23,95 Ortakonak Gayrimenkul 50,00 50, ,00 50,00 50,00 48,76 Ralfi 100,00 100, ,00 100,00 23,95 23,95 Robata Rest Ltd 90,00 90, ,00 90,00 50,01 50,01 Roka Mayfair Ltd 85,00 85, ,00 85,00 42,51 42,51 Roka Aldwych Ltd 100,00 100, ,00 100,00 50,01 50,01 Stichting Safekeeping 100,00 100, ,00 100,00 23,95 23,95 Taddeo Trading Ltd 100,00 100, ,00 100,00 50,01 50,01 Taraneete International Ltd 73,76 73, ,76 73,76 50,01 50,01 Time Result International Ltd 62,51 62, ,51 62,51 50,01 50,01 Turnwise Enterprices Ltd 30,00 30, ,00 30,00 15,00 15,00 TÜVTURK İstanbul 100,00 100, ,00 100,00 24,34 24,04 TÜVTURK Kuzey 33,33 33, ,33 33,33 24,34 24,04 Tüv Süd Doğuş Ekspertiz 49,95 49, ,95 49,95 49,95 49,95 United Custodian 100,00 100, ,00 100,00 23,95 23,95 Trifoi Real Estate Company 100,00 100, ,00 100,00 23,95 23,95 TÜVTURK Güney 33,33 33, ,33 33,33 24,34 24,04 Wildfire Entertainment Ltd. 40,00 40, ,00 40,00 20,00 20,00 YMDYYB (3) 26,00 26, ,00 26,00 26,00 26,00 Zea Marina S.A. (2) 56,25 45, ,25 45,84 38,38 31,28 Zuma Bangkok Ltd 49,00 49, ,00 49,00 24,50 24,50 Zuma Club LLC 75,01 75, ,01 75,01 50,01 50,01 Zuma Japanese Restaurant INC 100,00 100, ,00 100,00 50,01 50,01 Zuma Japanese Restaurant Miami LLC 90,00 90, ,00 90,00 50,01 50,01 Zuma NY LLC 90,00 90, ,00 90,00 45,00 45,00 Zuma Turizm 90,00 90, ,00 90,00 57,13 57,13 Zuma USA Inc 100,00 100, ,00 100,00 50,01 50,01 (1) Although the ownership rate of Garanti Bank in this company is less than 50 percent, Garanti Bank has the controlling power on the operations and financial policies of this company. (2) Consolidated under K&G Medmarinas Management S.A. (3) The joint operations are proportionately consolidated under the Group in accordance with IFRS 11 Joint Arrangements. (4) Consolidated under Lamda Dogus. (5) Presented under Sele Group in Note 13.

27 2 Basis of preparation (a) (b) Statement of compliance Doğuş Group entities operating in maintain their books of account and prepare their statutory financial statements in Turkish Lira ( TL ) in accordance with the accounting principles and instructions as promulgated by the Banking Regulatory and Supervision Agency ( BRSA ) applicable to Garanti Bank, Turkish insurance legislation and accounting principles applicable to insurance business, and accounting principles per Turkish Uniform Chart of Accounts, Turkish Commercial Code and per Capital Market Board of applicable to entities operating in other businesses. Doğuş Group s foreign entities maintain their books of account and prepare their statutory financial statements in accordance with the generally accepted accounting principles and the related legislation applicable in the countries they operate. These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December These condensed consolidated interim financial statements do not include all the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards. The condensed consolidated interim financial statements were authorised for issue by Doğuş Holding s management on 12 September The Doğuş Holding s General Assembly and the other reporting bodies have the power to amend the condensed consolidated interim financial statements after their issue. Judgements and estimates The preparation of interim financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December

28 3 Significant accounting policies The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December In order to ascertain financial condition and performance trends, the Group s financial statements are prepared comparatively with prior period. The following reclassifications were made to the consolidated interim statement of profit or loss and other comprehensive income prepared for the six-month and opening balances at 1 January 2014 in order for them to be comparable to the presentation of the condensed consolidated interim financial statements as at and for the six-month : Considering the differences between statutory share capital and share premium of Doğuş Holding based on Turkish Commercial Code and the share capital and share premium of Doğuş Holding in the consolidated financial statements prepared in accordance with IFRSs as at 31 December 2013, the Group reclassified TL thousand and TL thousand from retained earnings to adjustment to share capital and share premium accounts respectively and presented the adjustment to share capital account on the face of the condensed consolidated interim statement of financial position. This reclassification has no impact on the total shareholders equity or on the financial position and results of operations of the Group as well as on distributable profits which are based on statutory individual financial statements. Gain on sale of property and equipment previously classified as other income amounting TL thousand in the condensed consolidated interim financial statements for the six-month has been reclassified to gains from investing activities in the comparative condensed consolidated interim financial statements. Loss on sale of property and equipment previously classified as other expense amounting TL 818 thousand in the condensed consolidated interim financial statements for the six-month has been reclassified to losses from investing activities in the comparative condensed consolidated interim financial statements. Impairment losses and impairment reversal gains previously classified as impairment losses, net amounting TL thousand gain and TL thousand loss in the condensed consolidated interim financial statements for the six-month have been reclassified to other operating income and other operating expenses in the comparative condensed consolidated interim financial statements, respectively. Foreign exchange gain previously classified as finance income amounting TL thousand in the condensed consolidated interim financial statements for the six-month has been reclassified to other operating income in the comparative condensed consolidated interim financial statements. Foreign exchange losses previously classified as finance cost amounting TL 597 thousand in the condensed consolidated interim financial statements for the six-month has been reclassified to other operating expense in the comparative condensed consolidated interim financial statements. Other provisions previosuly classified as other non-current liabilities amounting to TL thousand in the statement of financial position at 31 December 2013 has been reclassified to other provisions in the comparative condensed consolidated interim financial statements. 24

29 3 Significant accounting policies (continued) Items of cash flow from investing activities namely; interest received, cash paid on share capital increase of equity-accounted investees, increase / (decrease) in investments in debt securities, dividend received from investments and acquisitions of investment property amounting to TL (58.534) thousand in the statement of cash flows for the six-month have been reclassified to cash flows from operating activities in the separately comparative condensed consolidated interim financial statements. TL thousand in the cash flow from operating activities in the condensed consolidated interim statement of cash flows for the six-month has been reclassified to effects of foreign currency differences on cash and cash equivalents in the comparative condensed consolidated interim comparative financial statements. 4 Financial risk management The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk Operational risk The Group s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. i) Interest rate risk Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) equity and profit or loss before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This analysis is performed on the same basis for Profit or loss Equity 100 bp 100 bp increase decrease increase decrease Variable rate instruments (20.622) Cash flow sensitivity (net) (20.622) Profit or loss Equity 100 bp 100 bp 31 December 2013 Increase decrease increase decrease Variable rate instruments (1.529) (50) 52 Cash flow sensitivity (net) (1.529) (50) 52 25

30 4 Financial risk management (continued) ii) Currency risk The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily USD, but also Euro, Swiss Francs ( CHF ), Sterling ( GBP ), Libyan Dinar ( LYD ), Japanese Yen ( JPY ), Croatian Kuna ( HRK ), Romanian Leu ( RON ), Emirati Dirham ( AED ) and Ukranian Hryvnia ( UAH ). The currencies in which these transactions primarily are denominated are TL, Euro and USD. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. The Group is exposed to currency risk through the impact of rate changes on the translation of foreign currency denominated payables and bank borrowings from financial institutions. Such risk is monitored by the Board of Directors and limited through taking positions within approved limits as well as using derivative instruments where necessary. To minimise risk arising from foreign currency denominated statement of financial position items, the Group sometimes utilises derivative instruments as well as keeping part of its idle cash in foreign currencies. Due to its funding structure Group aims to minimise its exposure to changes in interest rates. Derivative financial instruments are used to manage the potential earnings impact of interest rate and foreign currency movement. Several types of derivative financial instruments are used for this purpose, including interest rate swaps and currency swaps, options, futures, forward contracts and other derivative instruments. At and 31 December 2013, the currency risk exposures of the Group in TL thousand equivalents are as follows: USD Euro Others Total Foreign currency monetary assets Other investments, including derivatives Other non-current assets Trade receivables - due from third parties Trade receivables - due from related parties Other current assets Cash and cash equivalents Total foreign currency monetary assets Foreign currency monetary liabilities Loans and borrowings Other non-current liabilities Trade payables - due to third parties Trade payables - due to related parties Other current liabilities Total foreign currency monetary liabilities Gross exposure ( ) ( ) ( ) ( ) Off balance sheet exposure (10.394) ( ) -- ( ) Net exposure ( ) ( ) ( ) ( ) 26

31 4 Financial risk management (continued) Market risk (continued) ii) Currency risk (continued) 31 December 2013 USD Euro Others Total Foreign currency monetary assets Other investments, including derivatives Other non-current assets Trade receivables - due from third parties Trade receivables - due from related parties Other current assets Cash and cash equivalents Total foreign currency monetary assets Foreign currency monetary liabilities Loans and borrowings Other non-current liabilities Trade payables - due to third parties Trade payables - due to related parties Other current liabilities Total foreign currency monetary liabilities Gross exposure ( ) ( ) ( ) Off balance sheet exposure (20.711) ( ) -- ( ) Net exposure ( ) ( ) ( ) For the purposes of the evaluation of the table above, the figures represent the TL equivalent of the related currencies. Sensitivity analysis A 10 percent weakening of TL against the following currencies at would have increased / (decreased) profit or loss before tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for Equity Profit or loss USD 404 ( ) Euro (43.257) ( ) Others -- (10.715) 31 December 2013 USD 761 ( ) Euro (51.799) ( ) Others A 10 percent of strengthening of TL against the above currencies at and 31 December 2013 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. 27

32 5 Segment information The Group has six segments, as described below, which are largely organised and managed separately according to nature of products and services provided, distribution channels and profile of customers. Almost each entity included in the Group operates in one specific industry. Accordingly, all the financial statement components of an entity concerned are considered related only to its specific industry. The Group s main segments are as follows: Banking and finance: Entities operating in the banking and finance segment are mainly involved in retail and investment banking, insurance, leasing and factoring businesses. Construction: Entities operating in the construction segment are mainly involved in the constructions of buildings, infrastructure and related civil engineering businesses. Automotive: Entities operating in the automotive segment are exclusively involved in the importation, distribution and retailing of Volkswagen, Audi, Seat, Porsche, Bentley, Scania, Lamborghini, Krone and Meiller brand motor vehicles and spare parts and after sales services, and vehicle inspection services in. Tourism: Entities operating in the tourism segment are involved in hotel and marina investments, hotel management, retail services, ticket sales, hotel reservation, and tour/conference organisation services. Media: Entities operating in media segment are involved in broadcasting through TV channels, radios, digital and printed media. Others: Entities operating in other operations segment are mainly involved in real estate, energy, entertainment and several service businesses. Doğuş Holding is included in the other segment. 5.1 Information about the segments Since Doğuş Holding s shares are not publicly traded, the Group preferred to present information regarding its segments as it was reported to the Board of Directors, instead of IFRS 8 requirements. 28

33 (Amounts expressed in thousands of Turkish Lira ( TL ) unless otherwise stated 5 Segment information (continued) 5.1 Information about the segments (continued) The financial information of the joint ventures was included in the segment results, prepared within the reporting framework of the Group s managerial approach, by combined method (as 100%). The below information about the segments was prepared as combined financial information and before consolidation adjustments and eliminations. Banking and finance Construction Automotive Tourism Media Others Total Revenue Gross profit / (loss) Operating profit / (loss) (*) (41.209) (33.128) Profit / (loss) before net finance cost (*) (33.876) Profit / (loss) for the period attributable to the owners of the Company excluding non-controlling interests (6.949) (69.982) Other information Total assets Total liabilities Banking and finance Construction Automotive Tourism Media Others Total Revenue Gross profit / (loss) Operating profit / (loss) (*) (5.177) (22.776) (28.406) Profit / (loss) before net finance cost (*) (3.251) (12.472) (28.354) Profit / (loss) for the period attributable to the owners of the Company excluding non-controlling interests (1.318) (44.707) ( ) December 2013 Other information Total assets Total liabilities (*) For banking and finance segment, it represents profit before tax. 29

34 (Amounts expressed in thousands of Turkish Lira ( TL ) unless otherwise stated 5 Segment information (continued) 5.1 Information about the segments (continued) The reconciliations of the combined financial information to the amounts reported in the accompanying condensed consolidated financial statements for the six-month and three-month periods ended 30 June were presented separately as follows: a) Revenue Six-month Three-month Six-month Three-month Combined Joint ventures ( ) ( ) ( ) ( ) Consolidation elimination and adjustments ( ) ( ) ( ) ( ) Consolidated b) Gross profit Six-month Three-month Six-month Three-month Combined Joint ventures ( ) ( ) ( ) ( ) Consolidation elimination and adjustments ( ) ( ) ( ) ( ) Consolidated c) Operating profit Six-month Three-month Six-month Three-month Combined Joint ventures ( ) ( ) ( ) ( ) Consolidation elimination and adjustments ( ) ( ) ( ) ( ) Consolidated d) Profit before net finance cost Six-month Three-month Six-month Three-month Combined Joint ventures ( ) ( ) ( ) ( ) Consolidation elimination and adjustments ( ) ( ) ( ) ( ) Consolidated

35 (Amounts expressed in thousands of Turkish Lira ( TL ) unless otherwise stated 5 Segment information (continued) 5.1 Information about the segments (continued) e) Profit / (loss) for the period attributable to the owners of the Company excluding noncontrolling interests Six-month Three-month Six-month Three-month Combined Joint ventures ( ) ( ) ( ) ( ) Consolidation elimination and adjustments ( ) ( ) ( ) ( ) Consolidated (57.091) f) Total assets 31 December 2013 Combined Joint ventures ( ) ( ) Consolidation elimination and adjustments ( ) ( ) Consolidated g) Total liabilities 31 December 2013 Combined Joint ventures ( ) ( ) Consolidation elimination and adjustments Consolidated

36 (Amounts expressed in thousands of Turkish Lira ( TL ) unless otherwise stated 5 Segment information (continued) 5.1 Information about the segments (continued) The below information were prepared on the basis of appropriate accounting policies applied for the subsidiaries, associates and joint ventures. Banking and finance Construction Automotive Tourism Media Others Total Revenue Total external revenue Intersegment revenue Net segment revenue Gross profit Operating profit / (loss) (11.972) (14.093) (28.236) ( ) Profit / (loss) before net finance cost (11.494) (15.091) (28.984) ( ) Profit / (loss) for the period attributable to owners of the Company (4.424) (21.898) (61.291) ( ) Other information Segment assets Investments in equity accounted investees Total assets Segment liabilities Liabilities in equity accounted investees (*) Total liabilities Capital expenditure Depreciation Non-cash expenses other than depreciation -- (38.127) (47.003) (35.483) (*) See note

37 (Amounts expressed in thousands of Turkish Lira ( TL ) unless otherwise stated 5 Segment information (continued) 5.1 Information about the segments (continued) Banking and finance Construction Automotive Tourism Media Others Total Revenue Total external revenue Intersegment revenue Net segment revenue Gross profit Operating profit / (loss) (20.453) (18.888) (23.174) ( ) Profit / (loss) before net finance cost (21.073) (20.411) (36.568) ( ) Profit / (loss) for the period attributable to owners of the Company (18.489) (48.039) ( ) ( ) December 2013 Other information Segment assets Investments in equity accounted investees Total assets Total liabilities Capital expenditure Depreciation Non-cash expenses other than depreciation

38 5 Segment information (continued) 5.2 Non-cash (income) / expenses other than depreciation Non-cash (income) / expenses other than depreciation for the six-month were as follows: Construction Automotive Tourism Media Others Total Warranty provision Amortisation of other intangible assets Provision for doubtful receivables Provision for dealer premium Provision for and reversal of employee severance indemnity Written of non-current receivables Impairment in property and equipment Fair value change in investment property (82.631) (82.631) Accrued interest and other accruals (40.408) (5.594) Recoveries of doubtful receivables -- (455) (138) (1.229) (73) (1.895) Reversal of impairment in intangible assets (14) (14) Others (1.816) (2.005) (934) (4.147) Total (38.127) (47.003) (35.483) Non-cash (income) / expenses other than depreciation for the six-month were as follows: Construction Automotive Tourism Media Others Total Warranty provision Provision for and reversal of employee severance indemnity Amortisation of other intangible assets Provision for dealer premium accrual Provision for doubtful receivables Impairment in property and equipment Accrued interest and other accruals 382 (16.888) (3.359) Recoveries of doubtful receivables -- (1.048) (44) (1.253) (146) (2.491) Others (849) (2.178) (682) (1.041) Total

39 6 Acquisition of subsidiaries 6.1 Acquisition of Itsumi With the share transfer agreement dated 22 January 2014, the Group purchased 50,10 percent of shares of Ryo-Tei Itsme Gıda Ürünleri Turizm ve Ticaret A.Ş. ( Itsumi ) and the Group obtained the control and 50 percent voting rights in Itsumi. Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. Under IFRS 3, brand name, Itsumi, amounting to TL thousand has been recognised as an intangible asset arising from the acquisition of Itsumi. The fair value of the brand name acquired is based on the Multi-period Excess Earnings Method. The following summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Consideration transferred Cash paid Total consideration Identifiable assets acquired and liabilities assumed Property and equipment 154 Intangible assets Inventories 59 Accounts receivable 41 Due from related parties 6 Other current assets 9 Cash and cash equivalents 200 Accounts payable (139) Loans and borrowings (1) Other current liabilities (209) Deferred tax liabilities (532) Total net identifiable assets Goodwill Goodwill has been recognised as a result of the acquisition as follows: Total consideration transferred Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquiree Less: Value of net identifiable assets (2.246) Goodwill Cash consideration transferred Cash and cash equivalents acquired (200) Net cash outflow arising on acquisition The goodwill is mainly attributable to the deal rationale of the Group s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering highend fine dining services to class A customers. 35

40 6 Acquisition of subsidiaries (continued) 6.2 Acquisition of Villa Dubrovnik With the share transfer agreement dated 12 March 2014, the Group purchased 86,8 percent of shares of Villa Dubrovnik d.d. (Villa Dubrovnik) and the Group obtained the control and 86,8 percent voting rights in Villa Dubrovnik as of 11 April Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. Under IFRS 3, brand name, Villa Dubrovnik, amounting to TL thousand has been recognised as an intangible asset arising from the acquisition of Villa Dubrovnik. The fair value of the brand name acquired is based on the Multi-period Excess Earning Method. The following summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Consideration transferred Cash paid Total consideration Identifiable assets acquired and liabilities assumed Property and equipment Intangible assets Inventories 323 Accounts receivable Due from related parties 4 Other current assets 58 Cash and cash equivalents 474 Accounts payable (512) Loans and borrowings (22.679) Other current liabilities (2.829) Due to related parties (10.980) Deferred tax liabilities (13.855) Total net identifiable assets Goodwill Goodwill has been recognised as a result of the acquisition as follows: Total consideration transferred Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquiree Less: Value of net identifiable assets (73.392) Goodwill Cash consideration transferred Cash and cash equivalents acquired (474) Net cash outflow arising on acquisition The goodwill is mainly attributable to the deal rationale of the Group's ambition to acquire strong brand name which is engaged in offering high-end hospitality services to class A customers, considered with investments in marinas and tourism portfolio. 36

41 6 Acquisition of subsidiaries (continued) 6.3 Acquisition of Argos in Cappadocia With the share transfer agreement dated 26 March 2014, the Group purchased 80 percent of shares of Argos Turizm Yatırım ve Ticaret A.Ş. ( Argos in Cappadocia ) and the Group obtained the control and 80 percent voting rights in Argos in Cappadocia as of 13 May Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on provisional basis. Under IFRS 3, brand name, Argos in Cappadocia, amounting to TL thousand has been recognised as an intangible asset arising from the acquisition of Argos in Cappadocia. The fair value of the brand name acquired is based on the Multi-period Excess Earning Method. The following summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Consideration transferred Cash paid Total consideration Identifiable assets acquired and liabilities assumed Property and equipment Intangible assets Inventories Accounts receivable Other current assets 713 Cash and cash equivalents Accounts payable (562) Loans and borrowings (10.260) Other current liabilities (772) Deferred tax liabilities (13.211) Total net identifiable assets Bargain purchase gain Bargain purchase gain has been recognised as a result of the acquisition as follows: Total consideration transferred Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquire Less: Value of net identifiable assets (70.016) Bargain purchase gain (18.311) Cash consideration transferred Cash and cash equivalents acquired (4.857) Net cash outflow arising on acquisition The bargain purchase gain arising from the difference between consideration transferred and the recognised amounts of identifiable assets acquired and liabilities assumed at the acquisition date is recognised under other operating income in profit or loss. 37

42 7 Administrative, selling, marketing and distribution expenses For the six-month and three-month periods ended 30 June, administrative expenses comprised the following: Six-month Three-month Six-month Three-month Personnel expenses Depreciation and amortisation Maintenance and repair expenses Audit and consultancy expenses Grants and donations expenses Rent expenses Taxes and duties other than taxes on income Provision for employee severance indemnity (260) Insurance expenses Litigation expenses Electronic data processing expenses Travel expenses Telecommunication expenses Utility expenses Executive expenses Cleaning expenses Stationery expenses Gasoline expenses Others For the six-month and three-month periods ended 30 June, selling, marketing and distribution expenses comprised the following: Six-month Three-month Six-month Three-month Advertising and promotion expenses Personnel expenses Distribution expenses Rent expenses Customer service expenses Commission expense Others

43 8 Finance income For the six-month and three-month periods ended 30 June, finance income comprised the following: Six-month Three-month Six-month Three-month Foreign exchange gains (202) Interest income on bank deposits Other interest and similar items (16.079) Total finance income Finance cost For the six-month and three-month periods ended 30 June, finance cost comprised the following: Six-month Three-month Six-month Three-month Foreign exchange losses (36.035) ( ) ( ) Interest expense on borrowings ( ) (82.709) ( ) (81.353) Other interest and similar items (35.991) (12.724) (29.586) (12.743) Total finance cost ( ) ( ) ( ) 10 Cash and cash equivalents At and 31 December 2013, cash and cash equivalents comprised the following: 31 December 2013 Cash at banks Other liquid assets and cheques Cash on hand Total cash and cash equivalents For the six-month periods ended 30 June, cash and cash equivalents disclosed in the condensed consolidated interim statement of cash flows comprised the following: Cash at banks Other liquid assets and cheques Cash on hand Cash and cash equivalents in the statement of cash flows

44 11 Property and equipment At and 31 December 2013, property and equipment comprised the following: Cost 31 December 2013 Land and buildings Furniture and equipment Leasehold improvements Motor vehicles Construction in progress Others Total cost Less: Accumulated depreciation Buildings ( ) ( ) Furniture and equipment ( ) ( ) Leasehold improvements ( ) ( ) Motor vehicles (59.519) (54.464) Others (8.697) (8.236) Total accumulated depreciation ( ) ( ) Net book value Less: Impairment in value (39.818) (39.762) Net carrying value Acquisitions and disposals During the six-month, the Group acquired property and equipment with a cost of TL thousand (: TL thousand) excluding property and equipment acquired through business combination (see note 6) with a net carrying value of TL thousand (: TL thousand). Property and equipment with a net carrying value of TL thousand were disposed of during the six-month (: TL thousand), resulting in a gain on disposal of TL thousand (: TL thousand), which is included in gain from investing activities Revaluation surplus The Group s land and buildings are revalued for the purpose of the consolidated financial statements. Independent third party appraisers conduct the appraisals periodically on the basis of fair market value. As at, the revaluation surplus, net of non-controlling interests and deferred taxes, amounting to TL thousand including the fair value differences of investment and trading properties till the date of the use of property change from property and equipment, and land and buildings, and fair value differences of property and equipment until they are reclassified as asset held for sale (31 December 2013: TL thousand) was recognised in other comprehensive income, and presented in revaluation surplus account within the equity. 40

45 11 Property and equipment (continued) 11.2 Revaluation surplus (continued) Had there been no revaluation on land and buildings, the balances of land and buildings as at and 31 December 2013 would have been as follows: Historical cost Accumulated depreciation Net Book Value ( ) December ( ) Intangible assets and goodwill As at and 31 December 2013, intangible assets and goodwill comprised the following: 30 June December 2013 Goodwill Intangible assets Goodwill The movements in goodwill were as follows: 30 June June 2013 Balance at the beginning of the year Acquisition during the year (Note 6) Adjustment of goodwill previously recognised as provisional (*) (21.220) -- Adjustments for currency translation (1.088) Balance at the end of the period (*)Based on revision works on the independent valuation report regarding the fair value of intangible assets of Pozitif Companies during the current year, the goodwill amount has decreased by TL thousand. 41

46 12 Intangible assets and goodwill (continued) 12.1 Goodwill (continued) As at and 31 December 2013, goodwill comprised the following: Shares acquired % Cumulative adjustment for currency translation 30 June 2014 net amount 31 December 2013 net amount Entity Acquisition cost Net asset fair value Purchase date Group share Star TV November , Doors Holding December , Dalmacija April , NTV Radyo April , Maça Kızı November , Pozitif Companies August , Enformasyon July , Doğuş İnşaat December , Etiler Turistik August , D Marin Göcek December , D Et April , Star TV (formerly, named as Kapital Radyo) December , Lacivert May , Meto Turizm August , Sait Balıkçılık December , Kivahan April , DOAŞ December , Aresta December , Villa Dubrovnik April , Itsumi January , Marina Sibenik July , Borik April ,

47 12 Intangible assets and goodwill (continued) 12.2 Intangible assets other than goodwill As at and 31 December 2013, intangible assets other than goodwill comprised the following: Cost 30 June December 2013 Concession rights Concession rights-d Marin Göcek Concession rights- Dalmacija and Borik Concession rights- Pozitif Companies Customer relationship Customer relationship-d Marin Göcek Customer relationship- Dalmacija and Borik Customer relationship-maça Kızı Brand name Brand name - Star TV Brand name - Nusr-et Brand name Kivahan Brand name - Go Mongo Brand name Kitchenette Brand name - Da Mario Brand name - Gina Brand name - Vogue Brand name - Anjelique Brand name - Tom's Kitchen Brand name - Mezzaluna Brand name - Lacivert Brand name - Ulus Brand name - Çubuklu Brand name - Maki 29, Alaçatı Brand name - Maça Kızı Brand name - Sait Brand name - Itsumi (Note 6) Brand name - Villa Dubrovnik (Note 6) Brand name - Pozitif Brand name - Argos in Cappadocia (Note 6) Broadcasting rights Broadcasting rights - A Yapım Broadcasting rights - Star TV Content library (movies and series) - Star TV Franchise network - Kitchenette Sponsorship contract Sponsorship contract - Nahita Sponsorship contract Pozitif Companies Other intangible assets Total cost Less: Accumulated amortisation Concession rights Concession rights-d Marin Göcek Concession rights- Dalmacija and Borik Customer relationship Customer relationship-d Marin Göcek Customer relationship- Dalmacija and Borik Content library (movies and series) - Star TV Franchise network Kitchenette Sponsorship contracts Other intangible assets Total accumulated amortisation Net carrying value

48 13 Investments in equity accounted investees Investments in equity-accounted associates and joint ventures and the Group s share of control are as follows: 31 December 2013 Associates-equity accounted Carrying value % of ownership Carrying value % of ownership VDF Tüketici , ,00 LPD Holding , ,00 Hedef Medya , ,00 VDF Servis , ,00 Others Joint ventures-equity accounted Garanti Bank , ,95 Azumi Limited , ,01 Ege Turizm , Acropolis S.P.A , ,00 Doğuş Planet , ,00 Krone Doğuş , ,00 TÜVTURK Kuzey Güney Consolidated , ,33 Aslancık , ,33 Sele Restaurant Group , ,00 Boyabat (*) -- 34, ,00 Others Total (*) The Group s share of losses in Boyabat, a joint venture of the Group, exceeds its interest in Boyabat, the carrying amount of the investment is reduced below zero as at and the total carrying value of the investment and share of losses in Boyabat has been reclassified as other non-current liability amounting to TL thousand. For the six-month 30 June, the movements in investments in equity accounted investees were as follows: Balance at 1 January Share of profit of equity accounted investees Share of other comprehensive income ( ) Dividend income ( ) ( ) Purchase of joint ventures (*) Profit elimination on construction in progress Rate change effect Loss making associate classified as non-current liability Increase in paid-in capital Balance at 30 June (*) On 16 January 2014, the Group has purchased 50 percent of Ege Turizm. 44

49 13 Investments in equity accounted investees (continued) Share of profit / (loss) of equity accounted investees For the six-month and three month periods ended 30 June, share of profit / (loss) of investments in equity accounted investees comprised the following: Six-month Three-month Six-month Three-month Garanti Bank VDF Tüketici TÜVTURK Kuzey-Güney Consolidated Azumi Limited VDF Servis LPD Holding (250) (6.386) Hedef Medya 20 (733) 154 (241) Acropolis S.P.A (2.031) 123 (1.164) 772 Boyabat (37.384) (12.789) (64.656) (55.469) Doğuş Planet (13.641) (7.534) (10.567) (8.526) Aslancık (241) (196) Krone Doğuş (2.103) (1.500) (317) (1.651) Sele Restaurant Grup (1.324) Others (1.801) 588 (3.903) (3.398) Total Share of other comprehensive income / (expense) of equity accounted investees For the six-month and three month periods ended 30 June, share of other comprehensive income / (expense) of investments in equity accounted investees comprised the following: Six-month Three-month Six-month Three-month Azumi Limited (3.404) (50) (197) Boyabat (3.757) Acropolis S.P.A (6.332) (3.768) (6.003) Aslancık (6) (6) (11) (16) Garanti Bank ( ) ( ) Krone Doğuş (694) TÜVTURK Kuzey-Güney Consolidated LPD Holding (202) (886) (1.136) (2.126) Others Total ( ) ( ) 45

50 13 Investments in equity accounted investees (continued) The table below presents the financial information of the joint ventures and the associates as adjusted to comply with accounting policies adopted by the Group; which is applied before consolidating to the Group with the equity method: Other comprehensive income Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total revenue Net profit/(loss) Garanti Bank Azumi Limited Boyabat ( ) -- Acropolis S.P.A (3.981) VDF Tüketici (198) Doğuş Planet (27.282) 486 TÜVTURK Kuzey- Güney Consolidated LPD Holding (412) Aslancık (18) Krone Doğuş (4.277) (1.416) Hedef Medya (1.860) VDF Servis Sele Restaurant Group (2.597) -- Others (7) December 2013 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total revenue Net profit/(loss) Other comprehensive income Garanti Bank ( ) Azumi Limited (100) Boyabat ( ) -- Acropolis S.P.A (2.283) (7.388) VDF Tüketici Doğuş Planet TÜVTURK Kuzey- Güney Consolidated LPD Holding (2.318) Aslancık (722) (33) Krone Doğuş (645) Hedef Medya VDF Servis Sele Restaurant Group Others (24.112)

51 13 Investments in equity accounted investees (continued) Financial Information regarding Garanti Bank and its subsidiaries The following table summarises the reconciliation investments in equity of Garanti Bank and its subsidiaries: 30 June December 2013 Total equity attributable to equity holders of Garanti Bank Total equity attributable to equity holders of Garanti Bank based on the equity interest of the Group (24,23%) Goodwill Revaluation surplus and other adjustments Other consolidation adjustments (61.978) (61.978) Investment in equity accounted investees Financial Information regarding Azumi Limited and its subsidiaries The following table summarises the reconciliation investments in equity of Azumi Limited and its subsidiaries: 30 June December 2013 Total equity attributable to equity holders of Azumi Limited Total equity attributable to equity holders of Azumi Limited based on the equity interest of the Group (50,01%) Goodwill Investment in equity accounted investees Other significant matters regarding the Joint Ventures are as follows: Garanti Bank's and its subsidiaries' regulatory capital position on a consolidated basis as at 30 June 2014 and 31 December 2013 is as follows: 30 June 2014 (*) 31 December 2013 (*) Tier 1 capital Tier 2 capital Deductions from capital (44.834) (31.788) Total regulatory capital Value at credit, market and operational risks Capital ratios (%) Total regulatory capital expressed as a percentage of total value at credit, market and operational risks 14,00 13,70 Total tier 1 capital expressed as a percentage of total value at credit, market and operational risks 12,90 12,76 (*) Calculation of regulatory capital is changed effective from 1 January 2014 as per the Regulation on Equity of Banks published in the official Gazette no dated 5 September The amounts are presented in terms of proportionate ownership interest of the Group. 47

52 14 Investment property As at and 31 December 2013, investment property comprised the following: 30 June December 2013 Investment property Investment property under construction The Group obtained independent appraisal reports for each item of investment properties and stated them at their fair values as at 31 December Investment property For the six-month periods ended 30 June, the movements of investment property were as follows: Balance at the beginning of the year Fair value changes recognised in profit or loss (*) Additions Disposals (2.287) -- Transfer from trading property (*) Transfer to property and equipment (184) -- End of the period (*) Land with undetermined future use which was previously classified as trading property and which was carried at cost has been reassessed in the current period and reclassified as investment property. As a result of such reclassification, TL thousand has been recognised as fair value gain in the current period and classified under other operating income in the profit or loss Investment property under construction For the six-month periods ended 30 June, the movements of investment property under construction were as follows: Balance at the beginning of the year Additions (*) Capitalised borrowing costs Foreign currency translation (42.836) -- End of the period (*) On 16 May 2013, Doğuş Holding won the tender for privatization of Salıpazarı Port Area. On 18 July 2013, Competition Board decided that Doğuş Holding's acquisition of the Salıpazarı Cruise Harbor, which is currently owned by Denizcilik İşletmeleri Anonim Şirketi, within the scope of its privatization via the "transfer of operating rights" method for a period of 30 years was not subject to authorisation of the Board. Total amount of the tender has been paid on 13 February 2014 as TL thousand (equivalent of USD 702 million). 48

53 15 Assets held for sale As at and 31 December 2013, assets held for sale comprised the following: 30 June December 2013 Assets held for sale (*) Others (**) (*) As at 22 November 2011, the Group and Diana Otel Yatırımları ve İşletmeciliği A.Ş. ("Diana Otel") signed a preliminary sales agreement in relation to the sale of the Group s shares in Datmar, a subsidiary in tourism segment which was previously classified as assets held for sale, to Diana Otel. On 12 March 2014, the shares of the Group in Datmar have been sold to Diana Otel. As at, assets held for sale comprise air planes amounting to TL thousand (31 December 2013: TL thousand). (**) Other comprised of the apartments, villas and flats acquired through barter transactions with construction companies in exchange of advertising service provided from Doğuş Yayın Grubu. Cumulative income recognised in other comprehensive income As at, in the accompanying condensed consolidated interim financial statements, revaluation surplus, net of tax amounting to TL thousand related with disposal group related with Datmar classified as held for sale have been reclassified to retained earnings. 49

54 16 Taxation In, corporate income tax is levied at the rate of 20 percent (31 December 2013: 20 percent) on the statutory corporate income tax base, which is determined by modifying accounting income for certain exclusions and allowances for tax purposes. According to the Corporate Tax Law, 75 percent of the capital gains arising from the sale of properties and investments owned for at least two years are exempted from corporate tax on the condition that such gains are reflected in the equity until the end of the fifth year following the sale. The remaining 25 percent of such capital gains are subject to corporate tax. In, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes shown in the consolidated financial statements reflects the total amount of taxes calculated on each entity that are included in the consolidation. Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back. In, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings Income tax expense / (benefit) recognised in profit or loss Income tax expense / (benefit) for the six-month and three month periods ended 30 June comprised the following items: Six-month 50 Three-month Six-month Three-month Current corporation and income taxes Deferred tax expense / ( benefit) (58.066) (20.106) Total income tax expense / (benefit) (20.154) (7.057) 16.2 Taxes payable on income In accordance with the tax legislation in, tax payments that are made in advance during the year are being deducted from the total final tax liability of the fiscal year. Accordingly, the taxation charge on income is not equal to the final tax liability appearing on the consolidated statement of financial position. Taxes payable on income as at and 31 December 2013 comprised the following: 30 June December 2013 Taxes on income (71.965) Add: Taxes carried forward Add: Current taxes recognised in other comprehensive income (17.999) Add: Deferred taxes on taxable temporary differences (17.577) Less: Corporation taxes paid in advance (11.401) (79.976) Taxes payable on income As at the Group's current tax assets that can not be offset from the current period tax liability amounting to TL thousand consist of prepaid taxes included in other current assets (31 December 2013: TL thousand).

55 16 Taxation (continued) 16.3 Deferred tax assets and liabilities Deferred tax is provided in respect of taxable temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for the differences relating to goodwill not deductible for tax purposes and the initial recognition of assets and liabilities which affect neither accounting nor taxable profit. Unrecognised deferred tax assets and liabilities As at, deferred tax assets amounting to TL thousand (31 December 2013: TL thousand) have not been recognised with respect to the statutory tax losses carried forward and deductible temporary differences amounting to TL thousand and TL thousand, respectively (31 December 2013: TL thousand and TL thousand, respectively). Such losses carried forward expire until Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom. Recognised deferred tax asset and liabilities Deferred tax assets and deferred tax liabilities at and 31 December 2013 were attributable to the items detailed in the table below: 31 December 2013 Asset Liability Asset Liability Revaluation on land and buildings -- (59.728) -- (61.350) Provisions Effect of percentage of completion method (51.686) (76.799) Employee severance indemnity and short term employee benefits Intangible and other tangible assets -- (79.975) -- (44.852) Fair value gain from investment property -- (98.745) -- (81.258) Valuation difference of financial assets and liabilities Other temporary differences (33.604) (41.609) Subtotal ( ) ( ) Tax losses carried forward Total deferred tax assets/(liabilities) ( ) ( ) Set off of tax (64.065) ( ) Deferred tax assets/(liabilities), net ( ) ( ) According to the Tax Procedural Law in, statutory losses can be carried forward maximum for five years. Consequently, 2018 is the latest year for recovering the deferred tax assets arising from such tax losses carried forward. The Group management forecasted to generate taxable income during 2014 and the years thereafter and based on this forecast, it has been assessed as probable that the deferred tax assets resulting from tax losses carried forward in the amount of TL thousand (31 December 2013: TL thousand) will be realisable; hence, such realisable deferred tax assets in the amount of TL thousand (31 December 2013: TL thousand) have been recognised in the condensed consolidated interim financial statements. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. 51

56 17 Capital and reserves 17.1 Paid-in capital As at, the share capital of Doğuş Holding amounted to TL thousand (31 December 2013: TL thousand). The paid-in capital of Doğuş Holding comprises shares (31 December 2013: shares) of TL 1 each. At and 31 December 2013, the shareholding structure of Doğuş Holding based on the number of shares is presented below: 31 December 2013 Thousands Thousands of shares % of shares % Ferit Şahenk , ,52 Filiz Şahenk , ,44 Deniz Şahenk , ,30 Doğuş Arge , ,27 Garanti Turizm , ,68 DOAŞ , ,69 Doğuş Sigorta , ,54 Antur , ,45 Doğuş Turizm 770 0, ,09 Others 275 0, , , , Restricted reserves The details of the restricted reserves are as follows: 30 June December 2013 Legal reserves Special reserves According to article 519 of Turkish Commercial Code, exceptions are defined for holding companies which aim to invest in other entities regarding the legal reserves. Accordingly, the legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed in the Group s statutory accounts until it reaches 20 percent of paid-in share capital (first legal reserve). Within the scope of the Exemption for Sale of Participation Shares, the 75% portion of gains in statutory financial statements arising from the sale of investments held in the past at least for two years was classified under Special Reserves. At 1 January 2014, as a result of the expiration of five year period, TL thousand of the special reserve balance has become distributable without creating an additional corporate tax exposure Dividend In 2014, the Company distributed dividends to the shareholders amounting to TL thousand (2013: TL thousand). 52

57 17 Capital and reserves (continued) 17.4 Revaluation surplus For the six-month periods ended 30 June, the movements of revaluation surplus were as follows: Balance at the beginning of the year Deferred taxes on revaluation surplus Non-controlling interest portion of revaluation changes, net of deferred taxes Sale of subsidiary, before tax effect (Note 15) (31.317) -- Depreciation effect on revaluation surplus of prior year (11.125) (7.632) Balance at the end of the period Non-controlling interests For the six-month periods ended 30 June, movements of the non-controlling interests were as follows: Balance at the beginning of the year Acquisition of non-controlling interests through business combinations (Note 6) Effect of share capital increase Capital injection to established subsidiary Acquisition from non-controlling interests in a consolidated subsidiary Release of non-controlling interests through dividend distribution (56.145) (66.660) Release of non-controlling interests through sale of subsidiary (Note 15) (470) -- Non-controlling interest of defined benefit obligation actuarial difference (2.054) (237) Non-controlling interest of changes in revaluation surplus (318) Non-controlling interest of profit for the year Balance at the end of the period Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations into TL. Accounting in net investment hedge The Group, designated some portion of its Euro and CHF denominated bank borrowings as a hedging instrument in order to hedge its foreign currency risk arising from the translation of net assets of its subsidiaries operating in foreign countries from Euro and CHF translation risk to Turkish Lira. As at, bank borrowings amounting to Euro 222 million and CHF 9 million was designated as net investment hedging instruments (31 December 2013: Euro 206 million and CHF 8 million). Net foreign exchange gain before tax recognised in other comprehensive income for the six-month is TL thousand related to the net investment hedging transactions Capital stock held by subsidiaries Capital stock held by subsidiaries is used to present share capital at the amount of statutory records of the Company due to the purchase of shares of the Company by a subsidiary (Note 17.1). 53

58 18 Loans and borrowings As at 30 June 214 and 31 December 2013, loans and borrowings comprised the following: 30 June December 2013 Non-current liabilities Long-term bank borrowings Finance lease liabilities Current liabilities Short-term portion of long term bank borrowings Short-term bank borrowings Finance lease liabilities The Group's total bank borrowings and finance lease liabilities are as follows: 30 June December 2013 Bank borrowings Finance lease liabilities Terms and debt repayment schedule As at and 31 December 2013, the terms and conditions of outstanding loans and borrowings were as follows: Nominal Year of Face Carrying Currency interest rate maturity value amount Secured bank borrowings USD (Libor + 1,21% - 5,50%)-1,78-7, Secured bank borrowings Euro (Euribor + 3,00% -5,50%)-2,00-6, Secured bank borrowings Other 8,00-14, Unsecured bank borrowings USD (Libor + 1,95% -5,50%)-1,88-6, Unsecured bank borrowings Euro (Euribor + 2,90% -4,75%)-1,86-12, Unsecured bank borrowings Other 2,73 18, Finance lease liabilities USD 4,18-4, Finance lease liabilities Euro 1,64-17, Finance lease liabilities Other 10,94-18, December Nominal Year of Face Carrying Currency interest rate maturity value amount Secured bank borrowings USD (Libor + 1,21% - 6,50%)-3,00-7, Secured bank borrowings Euro (Euribor + 3,00% -5,50%)-2,37-9, Secured bank borrowings Other 4,84-14, Unsecured bank borrowings USD (Libor + 1,95% -5,50%)-1,94-4, Unsecured bank borrowings Euro (Euribor + 2,90% -4,75%)-1,79-11, Unsecured bank borrowings Other 2,73 6, Finance lease liabilities USD 4,02-7, Finance lease liabilities Euro 1,64-11, Finance lease liabilities Other 4,5-18,

59 18 Loans and borrowings (continued) Finance lease liabilities As at, finance lease liabilities are payable as follows: Present value of Minimum lease payments Interest minimum lease payments Less than one year (7.162) Between one and five years (8.191) (15.353) As at 31 December 2013, finance lease liabilities are payable as follows: 31 December 2013 Present value of Minimum lease payments Interest minimum lease payments Less than one year (9.917) Between one and five years (11.115) (21.032)

60 19 Commitments and contingencies Commitments and contingent liabilities arising in the ordinary course of company comprised the following items as at and 31 December 2013: Letters of guarantee 30 June 31 December Given to suppliers Obtained from banks and given to government organisations Given to banks Given to customs administrations Given to others Total letters of guarantee Sureties given The Group, as a guarantor, has given its equity holdings in some group companies with a total nominal amount of TL thousand (31 December 2013: TL thousand) and property equipment at an amount of TL thousand (equivalent of USD thousand, Euro thousand and TL thousand) (31 December 2013: TL thousand, equivalent of USD thousand, Euro thousand and TL thousand) as collateral. In terms of the related borrowing agreements, one of the tourism segment consolidated subsidiaries profit from hotels has been attached. Litigation and claims On 27 April 2010, Doğuş İnşaat and its consortium partners (together as the Consortium) terminated the Marmaray CR1 Contract with DLH General Directorate of the Ministry of Transportation (later changed as the Ministry of Transportation Maritime and Communication). The Group had recognised TL thousand loss from the contract in cost of sales in On 13 July 2010, the Consortium submitted a Request for Arbitration to the International Chamber of Commerce ( ICC ) Secretariat. The ICC is expected to declare its final award in On 6 September 2013, ICC International Court of Arbitration has issued its final award asking the Respondent, South West Railways (SWR), to pay Doğuş İnşaat USD thousand for its claim and approximately USD thousand for the reimbursement of arbitration costs. The ICC court also awarded Doğuş İnşaat to receive interest calculated at the rate of 3 percent p.a. on the amount of USD thousand from the date of the award until the full and final payment from SWR. SWR has objected the decision at the upper court, Switzerland Constitutional Court. On 27 May 2014 with its decision, Switzerland Constitutional Court upheld the ICC International Court of Arbitration decision, and dismissed objection of SWR regarding litigation of Doğuş İnşaat. Doğuş İnşaat will start enforcement procedures in countries where SWR has assets and member to New York Convention in last quarter of Commitments and contingent liabilities As at, commitment for uncalled capital of subsidiaries amounting to TL thousand (31 December 2013: TL thousand). 56

61 20 Related party disclosures For the purpose of the consolidated financial statements, the shareholders, key management personnel and the Board members, and in each case, together with their families and companies controlled by/affiliated with them; and associates, investments and joint ventures are considered and referred to as the related parties. A number of transactions are entered into with the related parties in the normal course of business. Most of the related party activity is eliminated at consolidation and the remaining activity is not material to the Group. The Joint Ventures of the Group have been accounted for using the equity method in the consolidated financial statements. Accordingly, the transactions of Group s Subsidiaries with Joint Ventures and the balances from Joint Ventures are not subject to elimination Related party balances As at and 31 December 2013, the Group had the following balances outstanding from its related parties: Joint Ventures Other Total Trade receivables - due from related parties Cash and cash equivalents Long-term loans and borrowings Short-term loans and borrowings Trade payables - due to related parties Letters of guarantee December 2013 Joint Ventures Other Total Trade receivables - due from related parties Other non-current assets Cash and cash equivalents Long-term loans and borrowings Short-term loans and borrowings Trade payables - due to related parties Letters of guarantee

62 20 Related party disclosures (continued) 20.1 Related party balances (continued) As at, cash and cash equivalents and loans and borrowings include balances of the Group's Subsidiaries with Garanti Bank. TL thousand of trade receivables (31 December 2013: TL thousand) is composed of balances due to the factoring receivables of DOAŞ from VDF factoring. TL thousand of trade payables (31 December 2013: TL thousand) is composed of balances due to vehicle purchases of Krone from DOAŞ. No impairment losses have been recognised against balances outstanding as at (31 December 2013: None) and no specific allowance has been made for impairment losses on balances with the related parties Related party transactions For the six-month periods ended 30 June, the revenues earned and expenses incurred by the Group in relation to transactions with its related parties as summarised below: 2014 Joint Ventures Other Total Revenue Cost of sales (20.943) -- (20.943) Administrative expenses (125) -- (125) Selling, marketing and distribution expenses (11) -- (11) Net finance income / (cost) Other operating income Other operating expenses (186) -- (186) 2013 Joint Ventures Other Total Revenue Cost of sales (29.345) -- (29.345) Selling, marketing and distribution expenses (249) -- (249) Administrative expenses (7) -- (7) Net finance income / (expenses) Other operating income Other operating expenses (87) -- (87) For the six-month periods ended and 2013 majority of transactions of the Group with its related parties comprises electricity sales income and expenses. For the six-month periods ended and 2013 the total amount of finance income and expenses are composed of interest expense of loans and borrowings between the Group's subsidiaries and Garanti Bank Transactions with key management personnel On a consolidated basis, key management costs included in administrative expenses for the six month amounted to TL thousand (: TL thousand). 58

63 21 Group enterprises The major changes in Group enterprises during the six-month are summarised in the following paragraphs: Establishment of new entities On 7 February 2014, Doğuş Holding has established Salıpazarı Liman İşletmeciliği ve Yatırımları Anonim Şirketi. The nature of operation of the entity is to manage Salıpazarı port area. 81 percent of the share belongs to Doğuş Holding. On 14 March 2014, Nahita has established Ad Yiyecek İçeçek Ticaret Sanayi Anonim Şirketi. The nature of operation of the entity is to establishment and management of restaurants and cafes. 60 percent of the share belongs to Nahita. On 18 March 2014, Doğuş Holding and Doğuş Arge have established Dogus Montenegro Investment Holding Coöperatif U.A.. The nature of operation of the entity is to manage investments. On 18 March 2014, Dogus Montenegro Coöperatif U.A has established Dogus Montenegro Investment Holding BV. The nature of operation of the entity is to manage investments. 100 percent of the share belongs to Dogus Montenegro Coöperatif U.A.. The Group has established three new subsidiaries named Havana International Coop, Havana International BV and Havana Doors in 2014 to establish and manage restaurants and cafes in the Netherlands and in United Kingdom, respectively. On 19 June 2014, the Group has established Başkent Yiyecek İçecek Anonim Şirketi. The area of operation of the entity is establishment and management of restaurants and cafes. On, Doğuş Holding has established Doğuş Varlık Kiralama Anonim Şirketi. The nature of operation of the entity is asset leasing. Change in structure/ title On 13 January 2014, Arena Giyim Sanayi ve Ticaret A.Ş. has changed its legal name as Arena Otel Lokanta ve Eğlence Yerleri İşletmeciliği ve Turizm Yatırım A.Ş.. On 5 February 2014, Karadeniz Otel Yatırımları ve Turizm İşletme A.Ş. has changed its legal name as Doğuş Otel Yatırımları ve Turizm İşletme A.Ş.. Sale of entities On 12 March 2014, Datmar has been sold to Diana Otel. 59

64 22 Significant events 22.1 In January 2014, Nahita purchased 50,10 percent of shares of Itsumi by TL thousand On 16 January 2014, Doğuş Turizm Sağlık has acquired 50 percent of shares of Ege Turizm ve Gayrimenkul Yatırımları A.Ş The Group has decided to establish a subsidiary wholly owned by D Et to establish and manage restaurants and cafes in United Arab Emirates On 16 May 2013, Doğuş Holding won the tender for privatization of Salıpazarı Port Area which is currently owned by Denizcilik İşletmeleri Anonim Şirketi, within the scope of its privatization via the "transfer of operating rights" method for a period of 30 years. On 7 February 2014, Doğuş Holding has established Salıpazarı Liman İşletmeciliği ve Yatırımları Anonim Şirketi to manage Salıpazarı Port Area According to share purchase agreement signed on 12 March 2014, Doğuş Marine purchased 86,8 percent of shares of Villa Dubrovnik d.o.o. with a cost of Euro thousand on 11 April On 13 May 2014, Doğuş Otel Yatırımları A.Ş. has acquired 70 percent shares of Argos Turizm Yatırım ve Ticaret Anonim Şirketi for a consideration of USD thousand. 23 Subsequent events 23.1 On 3 July 2014, K&G Medmarinas Management S.A. has acquired remaining shares of Lefkas Marina S.A. and Gouvia Marina S.A Volkswagen Doğuş Finansman A.Ş. an associate of the Group, purchased all shares of Scania Finansman A.Ş. on 11 July 2014 and transactions regarding the merge of Scania Finansman A.Ş. with Volkswagen Doğuş Finansman A.Ş. have been started In February 2014, Nahita has signed a partnership agreement with Yalçın family ( Günaydın Group) and TL thousand was paid as a down payment. On 2 July 2014, approval from Turkish Competition Authority was obtained. On August 2014, Nahita has purchased 70% of Günaydın Group. 60

65 Supplementary Information Convenience Translation to US Dollar As at Appendix I The US Dollar ( USD ) amounts shown in the condensed consolidated interim statement of financial position and condensed consolidated interim statement of profit or loss and other comprehensive income on the following pages have been included solely for the convenience of the reader. For the current period s condensed consolidated interim financial statements, USD amounts are translated from TL condensed consolidated interim financial statements using the official TL exchange rate of 2,1234 TL/USD prevailing on. For the prior periods consolidated financial statements, USD amounts are translated from TL consolidated statement of financial position and TL consolidated statement of profit or loss and other comprehensive income using the official TL exchange rates of 2,1898 TL/USD prevailing on 31 March 2014, 1,9248 TL/USD prevailing on, 1,8087 TL/USD prevailing on 31 March 2013 and 2,1343 TL/USD prevailing on 31 December Such translation should not be construed as a representation that the TL amounts have been converted into USD pursuant to the requirements of IFRSs or Generally Accepted Accounting Principles in the United States of America or in any other country. 61

66 Appendix I.1 Doğuş Holding Anonim Şirketi and its Subsidiaries Condensed Consolidated Interim Statement of Financial Position As at Amounts translated into thousands of USD for convenience purposes only ASSETS 31 December 2013 Current Assets: Cash and cash equivalents Other investments, including derivatives Trade receivables Due from related parties Due from third parties Inventories Prepayments Other current assets Assets held for sale Total current assets Non-Current Assets: Trade receivables Due from related parties Due from third parties Other investments, including derivatives Investments in equity accounted-investees Investment property Property and equipment Intangible assets Goodwill Intangible assets Prepayments Deferred tax assets Other non-current assets Total non-current assets TOTAL ASSETS

67 Appendix I.1 Doğuş Holding Anonim Şirketi and its Subsidiaries Condensed Consolidated Interim Statement of Financial Position (continued) As at Amounts translated into thousands of USD for convenience purposes only 31 December 2013 LIABILITIES Current Liabilities: Short term loans and borrowings Short term portion of long term loans and borrowings Other financial liabilities Trade payables Due to related parties Due to thitrd parties Current tax liabilities Provisions Employee benefits Other provisions Other current liabilities Total current liabilities Non-Current Liabilities: Loans and borrowings Other financial liabilities Trade payables Due to related parties Due to thitrd parties Provisions Employee benefits Other provisions Deferred tax liabilities Other non-current liabilities Total non-current liabilities TOTAL LIABİLITIES EQUITY Equity attributable to owners of the Company: Share capital Adjustments to share capital Capital stock held by subsidiaries (-) (44.519) (44.291) Share premium Other comprehensive income items that will never be classified to profit or loss Other comprehensive income items that are or may be classified to (17.061) profit or loss Restricted reserves Retained earnings Profit for the period / year Total equity attributable to owners of the Company Non-controlling interests Şahenk family Other Total non-controlling interests TOTAL EQUITY TOTAL LIABILITIES AND EQUITY

68 Appendix I.2 Doğuş Holding Anonim Şirketi and its Subsidiaries Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income For the Six-Month Period Ended Amounts translated into thousands of USD for convenience purposes only PROFIT OR LOSS Six-month Three-month Six-month Three-month Revenue Cost of sales (-) ( ) ( ) ( ) ( ) Gross profit Administrative expenses (-) ( ) (94.646) ( ) (91.005) Selling, marketing and distribution expenses (-) (79.655) (45.975) (72.695) (39.271) Other operating income Other operating expenses (-) (37.576) (20.673) (40.790) (15.335) Share of profit of equity-accounted investees, net of tax Operating profit Gains from investing activities Losses from investing activities (-) (1.659) (216) (425) (113) Profit before net finance cost Finance income Finance cost (-) ( ) ( ) ( ) Profit / (loss) before tax (27.348) Tax benefit / (expense) Current tax expense (9.492) (6.031) (19.697) (5.951) Deferred tax (expense) / benefit (8.278) (25.513) Profit / (loss) for the period (24.119) Profit / (loss) attributable to: Non-controlling interests Şahenk family Other Owners of the Company (35.147) (24.119) Earnings/ (loss) per share (Full USD) 0,17 0,18 0,07 (0,04) 64

69 Appendix I.2 Doğuş Holding Anonim Şirketi and its Subsidiaries Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income For the Six-Month Period Ended (continued) Amounts translated into thousands of USD for convenience purposes only Six-month Three-month Six-month Three-month OTHER COMPREHENSIVE INCOME Items that will not be reclassified to profit or loss: (4.454) (3.223) (865) (218) Remeasurements of defined benefit liability (4.463) (604) (1.082) (274) Tax on items that will not be reclassified to profit or loss: - Deferred tax Other comprehensive income from equity accounted investees, net of tax (884) (2.740) Items that are or may be reclassified to profit or loss: ( ) ( ) Foreign currency translation differences for foreign operations (3.946) (12.023) Changes in fair value of available for sale financial assets (264) (264) Effective portion of changes in fair value of cash flow hedges (6.614) (362) Net investment hedge for foreign operations Tax on items that are or may be reclassified to profit or loss: - Current tax (947) (2.415) Deferred tax Other comprehensive income from equity accounted investees, net of tax ( ) ( ) OTHER COMPREHENSIVE INCOME ( ) ( ) TOTAL COMPREHENSIVE INCOME (79.895) ( ) Total comprehensive income attributable to: Non-controlling interests Şahenk Family Other Owners of the Company ( ) ( ) (79.895) ( ) 65