A CENTENARY LINE. A SAFE FUTURE.
Transcription
A CENTENARY LINE. A SAFE FUTURE.
2011 ANNUAL REPORT A CENTENARY LINE. A SAFE FUTURE. Contents 2 OYAK in Brief 3 OYAK Group 4History 6 Our Mission, Our Vision, Our Values 7Highlights 8 Chairman’s Message 10 Board of Directors and Board of Auditors 12 CEO’s Message 15 Executive Management 16 20 42 46 47 48 49 OYAK and Group Companies in 2011 Developments in Member Services Independent Auditors’ Report and Financial Statements OYAK Ordu Yardımlaşma Kurumu Balance Sheet as at 31 December 2011 - Assets OYAK Ordu Yardımlaşma Kurumu Balance Sheet as at 31 December 2011 - Liabilities OYAK Ordu Yardımlaşma Kurumu Statements of Income for the Year Ended 31 December 2011 OYAK Group Companies OYAK (Armed Forces Pension Fund), a unique and successful model for Turkey, has celebrated its 50th year. “Second Pillar Occupational Pension Funds” is not a well-known concept in Turkey, but they have been successfully introduced in many developed countries around the world. These funds provide several benefits to their members during their careers and in their retirement, supplementing their main pension program. Various initiatives for starting such funds have been introduced in Turkey since the early 1900’s, but amongst them only OYAK has been successful and has come to the present day. OYAK has been an observer member of the European Federation for Retirement Provision since 2003. As a successful implementer of today’s private pension system, OYAK has been one of our Republic’s most valuable and financially strong organizations over the last 50 years, as well as a model institution in many aspects, which it is determined to maintain. Annual Report 2011 OYAK 1 OYAK in Brief What OYAK is not? • • • • • • It is not a part of the government’s social security system. It is not a part of the Turkish Armed Forces. It is not an institution that receives aid or subsidies from the government and/or any agency. It is not a commercial institution that participates in defense industry activities. It is not an institution that does not pay taxes. It is not a corporation or limited company. It does not have capital and issued shares. Hence, neither the government nor personal investors have had OYAK shares. What is OYAK? • OYAK is a second pillar occupational pension fund, which was founded to provide additional benefits to its members such as pensions, death and disablement benefits - in addition to the social security benefits offered by the government to the Turkish citizens - through using only the resources provided by its members. Initiatives like OYAK are frequently observed in countries with developed economies and advanced democracies. • OYAK has been an observer member of the European Federation for Retirement Provision since 2003. • OYAK is a legal entity which manages the long-term savings that only comprise of the premiums paid to OYAK by its members and the return generated by investing such premiums. OYAK has no separate money or any assets of its own legal entity. • OYAK, as a trustee, manages all these savings within the framework of such principles as profitability, efficiency and corporate investment. • OYAK transfers the profit it generates through managing its members’ savings to member accounts and keeps them in accounts until the dates of its members’ retirement. For this reason, all OYAK assets are registered to its members at all times. • OYAK not only provides pension, death and disablement benefits to its members in line with legislation, but also various services such as housing and lending. • OYAK, as per the Law no. 205, is a legal entity, subject to the provisions of the private law and is autonomous both administratively and financially. • OYAK members include the members of the Turkish Armed Forces, members of the Gendarmerie General Command and, as set out in the Law, employees including civilians seeking to participate voluntarily. • OYAK is a taxpayer that pays a variety of taxes, in contrast with unsubstantiated claims. OYAK: An exemplary model of sustainability Founded in 1961, OYAK is Turkey’s first and largest, non-state, occupational pension fund. OYAK, a financially and administratively autonomous corporate entity, operates under Law 205, which it was founded with. OYAK operates as a pension fund manager and as a private equity investor and exploits its assets in financial and subsidiary investments, and aims primarily to achieve efficiency and profitability in all of its investments. OYAK stands by its members at every stage of their lives. OYAK is a life insurer in one sense, based on the services it offers its members. Offering a variety of loan products to cover its members’ needs and expectations emerging at various stages of life, OYAK also works as a financial institution. 2 Annual Report 2011 OYAK OYAK is taking great pains to prepare a safer future for its members, which are now nearly 270,000. Under the service model it has designed, OYAK aims to provide its members with the highest possible return and to offer them services with high added value. Aiming to ensure the satisfaction, prosperity and safety of its members in its operations, OYAK reflects technology and modern management practices to its services in the most effective manner and goes to great lengths to create a “better life” for its members, both for now and for the future. History OYAK Group Providing added value to the Turkish economy in a continuous and growing manner Employing about 29,000 people, the OYAK Group includes nearly 60 companies operating in a range of branches such as industry, finance and services. The OYAK Group of companies has continuously and increasingly provided added value to the Turkish economy with their total sales, exports, productions and the taxes which they pay. Subsidiaries of the OYAK Group in the industry branch are the leading corporations of their sectors, such as the iron and steel, energy, cement production and automotive. These corporations own some of our country’s largest facilities. OYAK Group’s other predominant field of activity is the services sector, in which the Group holds many subsidiaries operating in branches such as construction, foreign trade, logistics, and technology. According to the combined financial results for the end of 2011, total sales of the OYAK Group of companies hit TRY 29.2 billion, while their assets reached TRY 32.1 billion. IRON & STEEL PRODUCTS CEMENT & CONCRETE AUTOMOTIVE & LOGISTICS ATAER Adana Çimento (Cement) OYAK Renault (Automotive production) ERDEMİR (Iron and Steel Production) OYAK Beton (Ready-mix Concrete) MAİS (Automotive distribution) İSDEMİR (Iron and Steel Production) Adana Çimento Free Port, TRNC OMSAN (Logistics) ERMADEN (Mining) Adana Çimento San. ve Tic. Ltd., TRNC OMSAN Logistique SARL, France ERENCO (Engineering & Consulting) Bolu Çimento (Cement) OMSAN Lojistik EOOD, Bulgaria ERDEMİR Lojistik (Logistics) Ünye Çimento (Cement) OMSAN Lojistik OOO, Russia ERSEM (Steel Service Center) Ünye Cem SRL, Romania OMSAN Logistica SRL, Romania ERDEMİR Romania Mardin Çimento (Cement) OMSAN Denizcilik A.Ş. (Shipping) ERGAZ Aslan Çimento (Cement) OMSAN Havacılık A.Ş. (Aviation) BİRTAŞ OMFESA Logistics SA, Spain 1961 Marmara Madencilik Aslan Beton (Ready-mix Concrete) AS-SAN İnşaat OYKA Kağıt (Craft Paper and Sacks) BİRÇİM ENERGY FINANCIAL SERVICES ANCILLARY HOLDING-OTHER İSKEN (Power Plant) OYAK Anker Bank (Germany) OYAK İnşaat (Construction) AYAS Enerji (Power Plant-Project) VfG GmbH HEKTAŞ (Agrochemicals, Pharmaceuticals) OYAK Enerji (Wholesaling) OYAK Yatırım (Securities) TAKİMSAN OYAK Yatırım Ortaklığı TUKAŞ (Food Processing) ORFİN Finansman (Automotive Financing) Tam Gıda (Biscuits) Eti Pazarlama (Marketing) OYTAŞ (Trade) Vize Agrega Asfalt Madencilik OYAK Güvenlik (Security Services) OYAK Teknoloji (Technology Services) OYAK Pazarlama (Services) OYAK Telekomünikasyon OYAK Konut (Housing) OYAK Girişim (Consultancy) Annual Report 2011 OYAK 3 1971 1981 1961-2011 1961 • OYAK was established on March 1st, 1961 with the participation of about 65,000 members, in accordance with Law no. 205, to provide additional benefits for its members against any social and physical risk that they may encounter. 1967 • OYAK undertook an equity investment in İleri Kimya Sanayii A.Ş., (cologne production) with a 0.1% stake in the company. 1970 • OYAK terminated its investment in Grapette Amerikan Patentli Sodalı İçkiler Sanayi A.Ş. • OYAK terminated its investment in İleri Kimya Sanayi A.Ş. 1974 • OYAK entered a 1-year private partnership with Verdi Ticaret Ltd. (automotive sector). • OYAK entered an equity investment in OYAK Yatırım ve Holding A.Ş. (later restructured as OYTAŞ) with a 100% stake in the establishment of the company. • OYAK entered a 1-year private partnership with İbrahim Ethem Kimya Evi T.A.Ş. (pharmaceuticals production). 1962 1975 1963 1977 • OYAK undertook an equity investment in Askeri Elektronik Sanayi A.Ş. (defense industry) with a 15% stake in the company. • OYAK made its first equity investment in Goodyear Lastikleri T.A.Ş., with a 7.41% stake in the company. • OYAK terminated its private partnership with Verdi Ticaret Ltd. after extending it for one more year. • OYAK terminated its private partnership with İbrahim Ethem Kimya Evi T.A.Ş. after extending it for one more year. • OYAK entered a 1-year private partnership with Mustafa Tumba (private partnership). • OYAK bought a 25% stake in HEKTAŞ Ticaret T.A.Ş., the agro-chemicals company. • OYAK bought a 93.55% stake in Türk Otomotiv Endüstrileri T.A.Ş. (automotive sector). • OYAK entered the cement sector and bought a 52.38% stake in Çukurova Çimento Sanayi T.A.Ş. later named as Adana Çimento (production and sale of clinker and cement). OYAK undertook an equity investment in Grapette Amerikan Patentli Sodalı İçkiler Sanayii A.Ş., (soft drinks industry) with a 10% stake in the company. 1964 • OYAK terminated its private partnership with Mustafa Tumba. • OYAK undertook an equity investment in Türkiye Petrolleri A.O. (fuel industry) with a 7.67% stake in the company. • OYAK undertook an equity investment in Motorlu Araçlar Ticaret A.Ş. (automotive sector) with an 80% stake in the company. • OYAK undertook an equity investment in Turgutlu Konservecilik A.Ş., (food-tomato paste production) with a 93.9% stake in the company. OYAK’s stake in the company rose to 96.6% by the end of the year. • OYAK undertook an equity investment in OYAK Sigorta A.Ş. (insurance sector) during its establishment, with a 95.6% stake in the company. The company became operational in 1968. • OYAK undertook an equity investment in Motorlu Araçlar İmal ve Satış A.Ş. (sale and after-sale services for Renault motor vehicles) during its establishment, with a 97.5% stake in the company, which was initially founded as a limited company (OYAK Group held 100% of the company). 1968 • Founded as a limited company, MAİS was restructured as a joint-stock company. 1969 • OYAK undertook an equity investment in OYAK Renault Otomobil Fabrikaları A.Ş. (manufacture and export of Renault branded passenger cars and their mechanical parts) during its establishment, with a 42% stake in the company (OYAK Group held 43% of the shares in the company). • OYAK made an equity investment in OYAK Kutlutaş Konut İnşaat Sanayii ve Ticaret A.Ş. (construction sector) with a 24.2% stake in the company (OYAK Group held 40% of the company). The company was renamed as OYAK Kutlutaş Konut Holding A.Ş. in 1978. • OYAK undertook an equity investment in Ağır Döküm ve Otomotiv San. Tic. A.Ş. (casting and automotive) with an 80% stake in the establishment of the company (OYAK Group held 100% of the company). • OYAK undertook an equity investment in OMSAN Otomotiv Mamulleri Sanayi T.A.Ş. (firstly automotive sector and then logistics) with a 20% stake in the establishment of the company (OYAK Group held 100% of the company). The company was later renamed as OMSAN Lojistik A.Ş. • OYAK undertook an equity investment in HEKTAŞ Ambalaj Sanayii ve Ticaret A.Ş. (package production for agricultural chemicals) (TAKİMSAN) - a subsidiary of HEKTAŞ - with a 0.4% stake in the establishment of the company (OYAK Group held 100% of the company). 1978 • The foundation of OMSAN was completed. 1982 • OYAK undertook an equity investment in ETİ Pazarlama ve Sanayi A.Ş., (biscuit, confectionery sales and marketing) with a 26% stake in the establishment of the company. • OYAK undertook an equity investment in TAM Gıda Sanayi ve Ticaret A.Ş., (biscuit, confectionery production) with a 26% stake in the establishment of the company. • OYAK undertook an equity investment in OYAK İnşaat A.Ş. (construction sector) with a 100% stake in the establishment of the company. 1983 • OYAK undertook an equity investment in Pınar Entegre Et ve Yem Sanayii A.Ş., (meat industry) with a 15% stake in the company. • OYAK undertook an equity investment in Yatırım Sanayi ve Ticaret A.Ş., (paint industry) with a 10% stake in the company. 1984 • OYAK terminated its investment in TOE. • OYAK terminated its investment in MAT. • OYAK terminated its investment in ADSAŞ. • OYAK undertook an equity investment in ENTAŞ Entegre Tavukçuluk A.Ş. (poultry and egg production) with a 50% stake in the establishment of the company. • OYAK acquired 100% of the shares of OYAK Menkul Değerler A.Ş. (OYAK Yatırım – brokerage company) which was founded in 1982 by OYAK Yatırım ve Holding. 1987 • OYAK terminated its partnership with Kutlutaş. 1989 • OYAK set up the Donation-Based Pension Income System in order to ensure that its members have an additional income after they retire. A total of 497 members participated in this system. OYAK also launched a practice in which it lends up to 80% of its reserves. • OYAK entered an equity investment in OYAK Turizm Tic. A.Ş. (tourism) with a 100% stake in the establishment of the company in return. 1990 • The number of OYAK’s permanent members reached 117,000. • OYAK undertook an equity investment in the First National Bank of Boston, with a 34.25% stake in the company. • OYAK undertook an equity investment in OYAK Kutlutaş İnşaat Tes. San. T.A.Ş. (construction sector) with a 21% stake in the establishment of the company. • OYAK entered an equity investment in Bolu Çimento Sanayii A.Ş. (production and sale of clinker and cement) with a 25% stake in the company. • OYAK undertook an equity investment in Ünye Çimento Sanayii ve Ticaret A.Ş. (production and sale of clinker and cement) with a 40% stake in the company. 1965 • OYAK undertook an equity investment in Petkim Petrokimya A.Ş. (petrochemical industry) with a 20% stake in the company. 4 Annual Report 2011 OYAK • OYAK undertook an equity investment in Mardin Çimento Sanayii ve Ticaret A.Ş. (production and sale of clinker and cement) with a 40% stake in the company. • OYAK undertook an equity investment in OYAK Kutlutaş Pazarlama A.Ş. (construction sector) with a 21% stake in the establishment of the company. • OYAK undertook an equity investment in OYAK Kutlutaş İstanbul Prefabrike Eleman San. T.A.Ş. (construction sector) with a 22.5% stake in the establishment of the company. 1980 • The number of OYAK members hit 72,000. • OYAK terminated its investment in Türkiye Petrolleri A.O. • OYAK undertook an equity investment in SELYAK Petrol Ürünleri Üretim Paz. A.Ş. (fuel industry) with a 25% stake in the establishment of the company in return (OYAK Group held 32% of the company). 1991 • OYAK terminated its investment in YASAŞ. • OYAK undertook an equity investment in Halk Finansal Kiralama A.Ş. with a 39% stake in the establishment of the company (OYAK Group held 40% of the company). 1992 • OYAK undertook an equity investment in Niğde Çimento San. Tic. A.Ş. (production and sale of clinker and cement) by means of the privatization tender, with a 10% stake in the company (OYAK Group held 39.2% of the company). • OYAK entered an equity investment in İskenderun Çimento San. Tic. A.Ş. (production and sale of clinker and cement) by means of the privatization tender, with a 10% stake in the company (OYAK Group held 50% of the company). 1993 • OYAK terminated its investment in Pınar Entegre Et ve Yem Sanayii A.Ş. • OYAK sold its 20% stake in MAİS to Regie Renault, a French company. 1994 • OYAK’s share in OYAK Bank increased to 100%. 1998 • Ordu Pazarları, the first store of which was opened in 1963, were incorporated under the title, OYAK Büyük Mağazacılık Ticaret A.Ş. (OYPA) (retail sector), which was founded as a subsidiary fully owned by OYAK. 1999 • OYAK entered an equity investment in AXA OYAK Holding A.Ş. with a 50% stake in the establishment of the company. OYAK transferred its shares in AXA OYAK Sigorta and AXA OYAK Hayat Sigorta to this holding. 2000 • The total number of OYAK’s permanent members reached 179,000, while the number of members participating in the Housing Savings Fund reached 38,000, with the members of Donation-Based Retirement Income System reaching 8,000. • OYAK terminated its investment in ENTAŞ. • OYAK undertook an equity investment in OYAK Güvenlik A.Ş. (security services) with a 100% stake in the establishment of the company. • OYAK terminated its investment in Petkim Petrokimya A.Ş. • OYAK sold its 11% stake in OYAK Sigorta to the French AXA Group. 1995 • OYAK terminated its investment in ASELSAN. • OYAK undertook an equity investment in AXA OYAK Hayat Sigorta A.Ş. with a 40% stake in the establishment of the company in return. 1996 • OYAK set up the Pension Benefit System to ensure that its members continue to benefit from OYAK services and support after retirement. OYAK also set up the Housing Savings Fund for providing housing support to its members by making them save money in advance. 2001 • OYAK acquired Sümerbank A.Ş. on August 9th, 2001 in line with the share transfer contract signed with the Savings Deposits and Insurance Fund. 2002 • OYAK terminated its investment in SELYAK. • Sümerbank was merged with OYAK Bank on January 11th, 2002 through total subrogation. Accordingly, YADAŞ Bilgisayar ve Yazılım A.Ş., a Sümerbank subsidiary, was renamed as OYAK Teknoloji Bilişim ve Kart Hizmetleri A.Ş. (technology and information services) and became a subsidiary of OYAK Bank. 2003 • OYAK undertook an equity investment in OYAK Emeklilik A.Ş. (private pension fund) with a 100% stake in the establishment of the company. • OYAK acquired 100% of the shares in OYTEK by purchasing the OYTEK shares held by OYAK Bank. 2004 • TAKİMSAN shares were sold to HEKTAŞ. • OYAK undertook an equity investment in OYAK Beton A.Ş. (production and sale of ready-concrete) with a 51% stake in the establishment of the company in return (OYAK Group holds 100% of the company). • OYAK undertook an equity investment in İskenderun Elektrik Üretim ve Ticaret A.Ş. (energy sector) with a 49% stake in the company. • OYAK acquired 100% of the shares in OYAK Anker Bank GmbH by purchasing the Anker Bank shares held by OYAK Bank. • OYTUR merged with OYAK Pazarlama and its legal identity was terminated. 2005 • OYAK terminated its investment in Goodyear Lastikleri T.A.Ş. • OYAK won the tender called for the privatization of ERDEMİR (production and sale of flat steel) on October 4th, 2005. • On December 23rd, 2005, OYAK entered an equity investment in ATAER Holding A.Ş. (to participate in companies operating in the iron and steel industry) with a 100% stake in the establishment of the company. 2007 • OYAK terminated its investment in OYAK Bank. • OYAK terminated its investment in OYSA Çimento, which was established with the merger between OYSA Niğde Çimento and OYSA İskenderun Çimento in 2003. 2008 • OYAK terminated its investment in AXA OYAK Holding A.Ş. • OYAK terminated its investment in OYAK Emeklilik A.Ş. 2009 • OYAK entered an equity investment in Lafarge-Aslan Çimento (production and sale of clinker and cement) with a 97.3% stake in the company. OYAK entered an equity investment in Lafarge Beton (production and sale of ready-concrete) with a 24.24% stake in the company (OYAK Group holds 100% of the shares in the company). • OYAK made an equity investment in AYAS Enerji A.Ş. (energy sector) with a 49% stake in the company in return. 2010 • The total number of OYAK’s permanent members reached 259,000, while the number of members participating in the Housing Savings Fund exceeded 107,000 with the number of Donation-Based Retirement Income System participants exceeding 26,000. • OYAK sold all of its shares in OYAK Beton to the cement companies within the OYAK Group. • OYAK undertook an equity investment in Birçim Çimento A.Ş. (cement industry) with a 22% stake in the company (OYAK Group held 100% of the shares in the establishment of the company). 2006 • ATAER Holding took over 49.29% of ERDEMİR on February 27th. • OYAK terminated its investment in Elazığ Çimento. • OYAK undertook an equity investment in Elazığ Altınova Çimento San. ve Tic. A.Ş. (production and sale of clinker and cement) by means of the privatization tender with a 35% stake in the company (OYAK Group held 70% of the company). 1997 • After the mutual share transfer between MAİS and OYAK Renault, OYAK has a 51% share in MAİS against the French Regie Renault’s 49%; and OYAK has a 49% share in OYAK Renault against Regie Renault’s 51% stake. • OYAK undertook an equity investment in OYAK Konut İnşaat A.Ş. with a 100% stake in the establishment of the company. • OYAK undertook an equity investment in Adana Kağıt Torba A.Ş. (kraft Sack and paper mill production) with a 75% stake in the company (OYAK Group holds 100% of the company). • OYAK Büyük Mağazacılık’s chain store activities were terminated. The company continued to operate in new areas under the title, OYAK Pazarlama Hizmet ve Turizm A.Ş. (hygiene services and tourism activities). • OYAK entered an equity investment in OYAK Enerji A.Ş. (enery sector) with a 2% stake in the establishment of the company in return (OYAK Group holds 100% of the company). 2011 • OYAK terminated its investment in Halk Finansal Kiralama A.Ş. • OYAK acquired 100% of AYAS Enerji by purchasing the remaining 51% of the shares in the company. • OYAK entered an equity investment in OYAK Girişim Danışmanlığı A.Ş. (evaluating investment opportunities) with a 100% stake in the establishment of the company. • OYAK undertook an equity investment in ORFİN Finansman A.Ş. (consumer finance) with a 50% stake in the establishment of the company. • OYAK signed the agreement for the sale of 50% of its stake in AYAS Enerji to AES Entek. Annual Report 2011 OYAK 5 Our Mission, Our Vision, Our Values Our Mission Taking a business-minded approach in providing all the services desired by its members at the highest standards of quality, Ordu Yardımlaşma Kurumu is an assistance and pension fund committed to achieve the highest financial returns for its members. It also functions as a holding company that manages a variety of portfolio and equity investments distinguished by their social and environmental value, in order to earn maximum returns for members while maintaining a sound actuarial balance. Our Vision OYAK aspires to achieve member satisfaction by being a forerunner of new ideas in Turkey, through investments that are beneficial both to herself and to the nation, and consistently distributing a higher return to members every year without putting its assets at risk. 1991 2001 2011 Our Values The common values that direct all our behavior, decisions and business objectives: • Integrity and Transparency • Responsibility and Accountability • Competition and Fairness • Innovation and Excellence • Mutual Respect • Member and Associate Satisfaction 6 Annual Report 2011 OYAK Highlights OYAK’s Highlights Total Net Profit (Technical Interest + Actuarial Net Profit) Actuarial Net Profit Annual Rate of Return to Members (%) CPI (Consumer Price Index) (%) Annual Rate of Return to Members/CPI (Coefficient) Equity (Members’ Reserves + Period Profit) Total Assets Number of Members 2011 2010 2011 2010 (TRY Million) (TRY Million) (USD Million)(1) (USD Million) (2) 1,724.4 1,474.0 14.1 10.5 1.3 13,815.8 14,298.3 268,112 1,421.3 1,226.4 13.1 6.4 2.0 12,204.4 13,947.2 259,061 1,032.6 882.6 14.1 10.5 1.3 7,314.2 7,569.6 947.3 817.4 13.1 6.4 2.0 7,894.1 9,021.5 (1) Average USD/TRY rate 1.6700; year end USD/TRY rate 1.8889 (for the Year-ended 31 December 2011) (2) Average USD/TRY rate 1.5004; year end USD/TRY rate 1.5460 (for the Year-ended 31 December 2010) OYAK Group Combined Results(1) Total Gross Sales (2) Total Exports Total Transaction Volume (3) Pre-tax Profit Total Taxes Paid Total Shareholders’ Equity Total Assets Number of Employees 2011 2010 2011 2010 (TRY Million) (TRY Million) (USD Million) (USD Million) 29,221.9 22,151.1 73,682.5 2,609.2 2,149.7 17,111.3 32,148.0 28,917 59,009.6 1,824.3 1,583.0 16,096.9 31,606.2 28,571 17,498.1 4,516.8 44,121.3 1,562.4 1,287.3 9,058.9 17,019.5 14,763.4 4,150.5 39,329.3 1,215.9 1,055.1 10,412.0 20,443.9 (1) Excluding OYAK (2) The total of gross sales revenues for production and sales companies (3) Total transaction volume of financial sector subsidiaries OYAK’s Credit Ratings Moody’s Investors Service (as of 31.12.2011) Long Term Foreign Currency Long Term Local Currency Ba2 / Stable Outlook Ba2 / Stable Outlook Standard & Poor’s (S&P) (as of 31.12.2011) Long Term Credit Rating Long Term (National Scale) Short Term (National Rating) BB+ / Stable Outlook TrAA+ TrA-1 Annual Report 2011 OYAK 7 Chairman’s Message In 2011, OYAK celebrated its 50th anniversary with great pride. OYAK exists with Turkey and produces added value not only for its members but for every Turkish citizen. It has maintained its position in 2011 as a model institution, a successful corporate citizen and a unique economic model for Turkey. OYAK is determined to grow and strengthen its assets under any global circumstances, both in 2012 and beyond. OYAK holds all the institutional competencies and resources necessary to achieve this target. In 2007, OYAK had predicted the approaching global financial crisis and decisively continued to advance on its growth path by undertaking the necessary revisions in its strategies, portfolio structuring and business plans. The proactive strategies we pursued, the business tactics we applied have aimed to minimize the impacts of the crisis, while paving the way for the growth our members’ assets. Five years ago, OYAK predicted the global crisis; since then, it has demonstrated an exemplary performance and continued to achieve its targets. Thanks to its highly risk-sensitive and cautious business approaches, OYAK added a total of TRY 1,724.4 million to its members’ savings in 2011. We managed to increase our members’ assets to TRY 13.8 billion by the end of the year and offer a rate of return of 14.1% - higher than the rate of inflation. At the same time, our institution conducted multidirectional efforts aimed at diversifying the services and assistance it provides its members in accordance with its primary mission. The results that we achieved throughout the year both in member services and housing production comply with our targets, strengthening member satisfaction. At the end of 2010, the number of our active members totaled 213,178, the number of members participating in the Pension Benefit System was 45,883 and the total number was 259,061. At the end of 2011, these numbers were 219,047, 49,065 and a total of 268,112, respectively. Five years ago, OYAK predicted the global crisis. Since then, OYAK has demonstrated an exemplary performance and continued to achieve its targets. 8 Annual Report 2011 OYAK OYAK is one of Turkey’s largest economic powers. Its subsidiaries maintained their strong performance throughout 2011 as the leading participants of their sectors and continued to contribute to OYAK’s revenue base on a consolidated basis. OYAK is a model institution and pension system not only for its members but also on an international platform, thanks to its credibility, financial strength, managerial structure and uniqueness. OYAK has been rated since 2005 by the globally renowned ratings agencies, Moody’s and Standard & Poor’s (S&P). The credit ratings assigned to OYAK by these agencies confirm its positive image. As one of the global companies and organizations to enjoy, first an equal, and then a higher than the country rating, OYAK is listed by the same agencies among the top investment organizations/ holdings in the region. OYAK is one of the largest capital groups of not only Turkey, but also the entire region. We carry out all of our activities with a long-term view that aims to protect the future of our members. The level of corporate maturity that we have reached in terms of governance, transparency and accountability provide us with the energy and the experience we need in order to grow and look to the future with confidence. Celebrating its 50th year of service with pride and satisfaction The foundations of our organization were laid down in 1911, and its functions were defined in Law 205, also known as the ‘OYAK Law’ after 1961. In the last 50 years, OYAK turned its members’ savings into major investments and succeeded in becoming one of the most valuable and important corporations in the Turkish economy. As information is shared, awareness increases, and confidence and expectations grow stronger. The continuous support and trust of informed stakeholders is of paramount importance for every enterprise including OYAK. That is why the focus of all of our communication activities with our stakeholders and the public to promote our institution, was about what OYAK is and what it is not, as well as the value it represents to all Turkish people. As OYAK leaves behind 50 successful years of operation, a deep rooted and sustainable system will be passed to future generations. At the same time, as we expressed in our New Year message that we shared with the public, we perceive as our social mission to guide and assist similar establishments and initiatives, deserved by millions of individuals from different occupational groups, and share our knowledge with them. Having broken so much ground in its 50-year history, OYAK will continue to save, produce and to be one of Turkey’s leading economic powers. We think the unfavorable conditions of the global financial crisis will continue and affect the business world for some time to come. OYAK is prepared for this. We have the strength and, more importantly, the liquidity to best utilize the business opportunities without compromising our meticulous and cautious policies. On behalf of myself and in the name of our Board of Directors, I would like to express my sincerest thanks to our management, staff and all of our employees, who have set forth their professional competencies under the volatile market conditions of 2011, which marked a milestone in our corporate history. OYAK will continue to exist with the strong support and trust of our members. Yours sincerely, OYAK has two identities: first, it is a corporation that operates based on such principles as equality, fair distribution of resources and sound actuarial balance. OYAK is a second pillar occupational pension fund (a fund that complements the primary pension system). Second pillar occupational pension funds form a system put in place to offer better living conditions to members of any occupational group during their business lives and in their retirement. The system has been successfully implemented in a many developed countries. I would like to express with pride that OYAK is the only representative of such an institution in our country with a successful history of 50 years and is ready to move forward towards the future. Yıldırım TÜRKER (Ret.) Lieutenant General Chairman OYAK’s second identity is that it is an income generating investor aiming to fulfill its primary mission of providing acceptable returns to its members. With the awareness of being a pension fund, OYAK directs its members’ savings into financial investments, but also into subsidiary investments, in order to protect and continuously expand its assets. With this identity, OYAK operates under all conditions of competition in the market without privilege. Our group companies also compete and go to great lengths to maintain leadership in their sectors under the same rules and principles. Annual Report 2011 OYAK 9 Board of Directors and Board of Auditors Board of Directors Yıldırım TÜRKER (Ret.) Lieutenant General Chairman Nedim Güngör KURUBAŞ Major General Board Member İshak CEYLAN Major General Board Member Prof. Dr. Necdet SERİN Board Member Coşkun ULUSOY, Ph.D. Board Member and CEO Abdulkadir POLAT Member Emre CANKOREL Member Board of Auditors Mehmet ÇÖRTEN Major General Member 10 Annual Report 2011 OYAK Osman KAYALAR Rear Admiral Board Member Yılmaz HIZLI, Ph.D. (Ret.) Brigadier General Board Member Lütfi Fikret TUNCEL (Ret.) Governor Board Member İlhan TALU Major General Board Member (Resigned effective August 2011) Annual Report 2011 OYAK 11 CEO’s Message In 2011 OYAK continued to strengthen its financial performance and posted successful results. Under difficult market conditions that prevailed in 2011, OYAK’s strategic priority was to build upon and to preserve its asset base. Our attention was focused on enlarging the funds under our management by taking the most appropriate actions to benefit from the best opportunities offered in the money and capital markets. Furthermore, the production and sales performance of OYAK’s subsidiaries active in various sectors also made a substantial contribution to our results. OYAK’s members’ assets reached TRY 13.8 billion in value in 2011. Total net profit (net actuarial profit + technical profit), the best indicator of our performance, amounted to TRY 1.7 billion, which, with an average exchange rate of 1.67, corresponds to a net profit of over USD 1 billion. With such earnings OYAK managed to announce an annual rate of return of 14.1%. These results show that OYAK has, once again, delivered returns to its members over and above the posted rate of inflation. In its simplest terms, the “rate of return” is the ratio of the value we create throughout the year in our business activities to our members’ assets. What we, as a pension fund, call the “rate of return” is actually comparable to what a company would call the “return on equity”. Thus when OYAK’s results are compared with those of Turkey’s biggest corporate groups, they are at least as good or better when measured both by total earnings and by the implied rate of return. This probably is the clearest evidence of how economically and commercially productive, and how effective and exemplary OYAK’s business model is. Achieved in the fourth year of the global fiscal crisis and in an economic conjuncture where a number of the world’s developed economies verging on bankruptcy, these results, demonstrate a success story in which not just the OYAK community but all of Turkey may take pride. OYAK, celebrating its 50th anniversary, remains dynamic as ever and stands ready to share its knowledge and experience in providing guidance for similar new initiatives in Turkey. A great majority of our companies rank among the leaders of their respective sectors in terms of their business volumes and profits. Abiding by the same risk-sensitive and prudent business model as their parent does, OYAK subsidiaries continued to perform strongly in 2011 and to contribute to our profits and, thus, to the growth in our members’ assets. ERDEMİR, operating in the iron & steel sector, and the companies that make up the ERDEMİR Group, displayed a stellar performance in 2011 and announced a total net profit of TRY 1,005.6 million, the highest-ever in their history. The OYAK Cement Group companies, made up of the strongest players in Turkey’s cement industry, also performed successfully in 2011 and were named as the sector’s most profitable companies. Mardin, Ünye and Adana cement companies (in that order) had the highest rates of operational profitability. Both Bolu and Aslan cement companies posted results that were superior to those achieved in 2010. Looking at net profitability, the sector’s top three positions were occupied by our companies. 12 Annual Report 2011 OYAK In 2011, OYAK Renault sustained its strong financial performance and made a greater contribution to OYAK’s total assets. OYAK Renault was the leading player in the Turkish automotives sector in terms of total exports and domestic production. Last year OYAK Renault’s plants turned out their 3 millionth engine. The company has been the consistent manufacturing and exporting champion of the Turkish automotives industry for fourteen years in a row. MAİS, OYAK’s other subsidiary in the automotive sector, dominated the total market for passenger car sales with Renault and, passenger cars and light commercial vehicles with Renault and Dacia brands. İSKEN, our investment in the energy sector, maintained its successful course again in 2011. We have signed an agreement to sell half our stake in AYAS, another energy company, to AES Entek, a joint venture of the Koç Group and AES. This newly-created union of strengths in the energy industry will begin working on an investment to build a 625 MW power plant in Adana-Yumurtalık area, pending formal approvals. OYAK also continued to effectively manage its cash and financial investments portfolio throughout the year by making use of the most appropriate instruments available in the money and capital markets. Despite all fragilities and volatilities witnessed in international markets, OYAK continued to earn more than satisfactory returns on its liquid assets. We took both pride and pleasure in celebrating the 50 anniversary of OYAK in 2011. Founded in 1961, OYAK is Turkey’s first and largest privately-owned, supplementary, occupational pension fund, representing an important milestone in the country’s economic history. Its successful track-record, with a sustained growth in assets and a profitable financial performance made OYAK a distinguished supplementary pension model that attracted worldwide interest. Especially within the last decade, OYAK has been burnishing its reputation in the international investment circles as an exemplary institution whose credit ratings are superior or equal to its country, and whose strong financial structure is regarded as admirable. th In its 2011 Global Pension Fund Awards, World Finance called OYAK “The Pension Fund of the Year in Turkey”. In its October issue Investment & Pensions Europe ranked OYAK 152nd in its listing of “Top 1000 European Pension Funds” and 433rd in its “Top 1000 Global Institutional Investors” listing. Looking at past efforts in this direction in Turkey, we see examples of initiatives such as MEYAK for civil servants and İYAK for workers. For a variety of reasons none of these undertakings proved to be successful. As OYAK, our hope is that everyone – from the teacher to policeman and from the civil servant to the unskilled worker – be given access to and enjoy the benefits of an appropriately-constituted supplementary occupational pension system. Such undertakings are in the interest not just of the systems’ members but of the whole country. By pooling individuals’ savings, other undertakings similar to OYAK will lead to the accumulation of capital that can be directed into big investments managed professionally with a long-term view. National capital is something which our country is the most in need of and which can address one of the most serious problems that confront its economy: the current account deficit. We embark upon our second half-century with an even more youthful energy, a greater dynamism and a stronger commitment. The achievements of the last decade in particular, have clearly demonstrated OYAK’s strength. We owe the strong position we enjoy today to a properly managed mix of foresight, strategy, tactics, and execution. That same structure is what encourages us and gives us the strength we need for OYAK to achieve the goals it has set for the period ahead. It is only through the continued support and confidence of our members that we shall be able to remain a partner and supporter to them throughout their lives. We expect that 2012 is going to be a year filled with difficulties. The unlimited support program announced by the European Central Bank on December 21st last year appears to have forestalled the most serious of the risks faced by the European banking system and to have mitigated at least some of the severity of the debt crisis. Despite this however, the global crisis will continue to affect the developed economies in general and Europe’s in particular and that in turn will expose the developing economies to the effects of that crisis in various ways. In this process, the world economy will lose even more momentum and our own country will most consequently suffer from that. OYAK must therefore continue to take a proactive approach in shaping its strategies, in considering its investment options, and in channeling its members’ assets into the safest possible investment alternatives. OYAK’s first and foremost avowed mission is to protect its members’ interests and futures under all conditions and at all times be they good or bad. With the constant support and confidence of its members, OYAK will remain committed to that path. OYAK is an asset for Turkey. It has made and continues to make multidimensional contributions to our national economy. OYAK exists and will always exist not just for its members but for the whole country. In closing and speaking on my own behalf as well as for my colleagues, I take this opportunity to express our gratitude to our Members, to our General Assembly, to our Board of Directors, and to our Board of Auditors and also to thank every employee of every OYAK Group company for their valued efforts and dedication. Coşkun Ulusoy, Ph.D. CEO Annual Report 2011 OYAK 13 Executive Management Coşkun ULUSOY, Ph.D. CEO Hülya ATAHAN Executive Vice President Financial and Administrative Affairs Ergün OKUR Executive Vice President Member Services Nihat KARADAĞ Executive Vice President Financial Investments Dinç KIZILDEMİR Executive Vice President Equity Participations Fatih TAR Executive Vice President ERDEMİR Group Celalettin ÇAĞLAR, MSc. Senior Advisor 14 Annual Report 2011 OYAK Annual Report 2011 OYAK 15 OYAK and Group Companies in 2011 Having proudly celebrated its 50th year in 2011, OYAK continued to produce value for its members and the Turkish nation. 16 Annual Report 2011 OYAK General outlook 2011 marked the fourth year of the global financial crisis. Various policies, practices and solutions were put in effect throughout the year in most developed countries, particularly in Europe, in an attempt to resolve the public debt problem. As a result of mounting global distrust, the growth rates of emerging economies began to fall, while Europe entered a moderate recession. The environment of distrust resulted in a slowdown in global economic activity, while the Turkish economy remained one of the world’s most rapidly growing economies with a rate of 8.5% in 2011. The major drivers behind this were stable monetary policies, lively domestic demand and a financial sector positioned on robust foundations. It would appear that 2012 world economy will be of variable market conditions and opposing expectations. While the soft landing in emerging markets continues, Europe will be focusing on finding solutions for the problems in public finance under recessionary circumstances. The Turkish economy is expected to keep growing in 2012 with the support of its strong internal dynamics, albeit at a slower pace due to the effect of negative economic circumstances in the Eurozone. Having celebrated its 50th anniversary in 2011, OYAK will continue to produce value for its members and for the Turkish nation. OYAK’s contributions to the national economy In 2011, OYAK Group companies: • produced nearly 9.9 million tons of cement; • exported more than 1.5 million tons of cement; • produced 331,000 motor vehicles; • exported 225,000 motor vehicles; • produced nearly 7 million tons of finished steel products; • exported about 1.2 million tons of finished steel products; • met 4% of Turkey’s need for electric power by generating more than 9,000 GWh of electricity, for the national grid; • attained exports of USD 4,517 million; • OYAK and Group companies paid a total of TRY 2,175 million in direct and indirect taxes (TRY 1,605 million in 2010) OYAK’s contributions to employment • The total number of personnel employed in OYAK, its subsidiaries and associates rose from 28,825 in 2010 to 29,165 in 2011. • Besides direct employment, it is estimated that at least 200,000 families (members of which work in such areas as contract labor, farming, transportation services, etc.) make a living on OYAK’s economic power The main developments that took place in group companies in 2011 are summarized below: Joining forces in AYAS Enerji OYAK signed a contract for the sale of 50% of its shares in AYAS Enerji Üretim ve Tic. A.Ş. to AES Entek, a subsidiary jointly established by the Koç Group (Turkey) and AES (USA). AYAS Enerji, will undertake a thermal power plant investment with an installed capacity of 625 MW in Yumurtalık, Adana. OYAK applied to the respective authorities for permission for the transfer of the shares; the Competition Board subsequently granted approval for the share transfer, while approval from the Energy Market Regulatory Authority is still pending. The power plant, which is planned to be built next to İSKEN, will be environmentally friendly and operate with high-quality imported coal. The plant is expected to generate about 4.5 billion kWh of electricity per year, and is targeted to enter operation in 2016. ERDEMİR: Increased rating from Standard & Poor’s (S&P), “Positive” outlook from Moody’s Standard & Poor’s raised ERDEMİR’s credit rating from B- to B, while affirming its credit outlook as “stable”. Moody’s Investors Service confirmed ERDEMİR’s B2 credit rating, while changing its credit outlook from “stable” to “positive”. ERDEMİR was chosen as the “Most Liked Company in its Sector” in the survey made in cooperation with Adecco, a Swiss human resources firm, and the Capital Magazine. In this survey, companies from 37 different sectors were evaluated. İSDEMİR completes its efforts to switch to flat steel production In 2011, İSDEMİR completed its series of investments to switch to flat steel production, as part of its modernization and transformation projects. The company will maintain its long steel production as well. The 4th blast furnace, installed as part of such investments, became operational in August 2011. İSDEMİR’s 4th blast furnace is Turkey’s largest and most modern blast furnace. Moreover, the 2nd sinter plant, which is required in parallel with İSDEMİR’s increasing liquid steel manufacturing capacity, was brought into operation in June 2011. ERMADEN’s investment in its underground iron mine completed ERMADEN’s investment in its underground iron mine in Ekinbaşı, in the district of Divriği in Sivas was completed in 2011. Annual Report 2011 OYAK 17 OYAK and Group Companies in 2011 ERSEM’s new steel service centers Launched by ERSEM, the İskenderun Steel Service Center serves the shipbuilding, steel construction, automotive, general machinery and construction sectors. Work continues on the Ereğli Steel Service Center investment, in Ereğli, which will also operate under ERSEM. A new era in the Turkish automotive industry with OYAK Renault’s serial production of its revolutionary new electric car, the Fluence In 2011, the Fluence ZE, which runs on an electric engine, joined OYAK Renault’s range of models manufactured at the company’s plant in Bursa. OYAK Renault broke a new ground in the Turkish automotive industry with the start of the mass production of electric car Fluence, in Q4/2011. The company began to export its Fluence model in November 2011. Moreover, the three millionth engine was produced at OYAK Renault’s facilities. The company has maintained its leading position in production and exports in the Turkish automotive industry for a consecutive 14 years. MAİS still the market leader The Turkish automotive market broke a new sales record in 2011 and MAİS, our subsidiary, became the market leader in the passenger car market and in the passenger car and light commercial vehicles market with Renault and Dacia brands together. Symbol, one of the models included to the MAİS portfolio, became the best-selling private car in Turkey in 2011, while Fluence ranked 4th. ORFIN Finansman was founded In 2011 ORFIN Finansman was founded by the Renault Group and OYAK, with 50/50 partnership. The company would operate in the field of consumer financing to support the sales of MAİS. The permission for the foundation of ORFIN was received, while efforts are under way to receive an operating license for the company. Award to OYAK Yatırım by Global Finance According to the study entitled “World’s Best Investment Banks 2012” which was performed by Global Finance, OYAK Yatırım was chosen as Turkey’s best brokerage company. OMSAN Lojistik raises the bar in its sector OMSAN became the first in Turkey and the second logistics company in Europe to receive the ISO 27001 Certification, which is the Information Security Management System Standard. Moreover, at Logitrans Logistics Awards 2011, OMSAN received the winning award in the category of “International Logistics Enterprises”. Developments in the OYAK Cement Group Adana Çimento reached a decision to add a clinker 18 Annual Report 2011 OYAK production line to its plants in İskenderun in a bid to meet increasing demand for cement. The investment, which is appraised to cost about USD 80 million and be completed within 2 years, is expected to create about 500 jobs in the region. Ünye Çimento achieved record breaking levels of clinker production, domestic cement sales volumes and total cement sales in 2011, benefiting from developments in its region and the growth in the Black Sea market. Moreover, the company brought its 4th cement mill into operation in June 2011. The Refuse-Derived Fuel plant brought into operation by Aslan Çimento in September 2011, aims to process about 24,000 tons of industrial refuse and waste, generating fuel from the waste and refuse, reducing energy costs by up to 20%, in 2012. With the completion of the second paper bag production line at the OYKA Çaycuma Sack Factory, the factory’s capacity doubled and reached 140 million pieces per year. The factory also chalked up its highest ever monthly sales of bags (in unit terms) in its history. The OYAK Çaycuma Kraft Paper Factory broke a new record in terms of craft paper production on a monthly basis, following the press investment that completed in 2011. TUKAŞ: Offering the highest satisfaction of any brand According to the results of the Turkish Customer Satisfaction Index (TMME) as of Q3/2011, TUKAŞ offered the highest satisfaction in the category of “Tomato Paste, Sauce and Canned Food” of any brand. TUKAŞ was also one of the six highest ranking brands (on the basis of the TMME score) among all brands evaluated throughout 2011. Developments in housing projects in 2011 The 2nd Phase of the 2nd stage İkitelli OYAKKENT Project approaching completion In 2010, an announcement was made to OYAK Members who had completed 15 years of membership and who had not yet benefited from OYAK’s Housing Services. The announcement was related to 507 apartment units being built within the 2nd Phase 2nd Stage of the Istanbul İkitelli OYAKKENT project. 46 units were allocated to the members following the announcement. Later on an additional 76 units were also allocated to members. As such, in this phase of the project, a total of 122 OYAK members became homeowners. The remaining 385 homes started being sold to third persons in March 2011 through OYAK İnşaat, the construction company, and 339 of these units were sold to third persons. All of the homes in this leg of the project are planned to be delivered to their new owners in May 2012, following the receipt of licenses once construction work has been completed. Developments in the Ankara Eryaman project On July 4th, 2011, OYAK Members who had completed 15 years in membership and had not yet benefited from OYAK’s Housing Services were given information relating to 211 homes being built within the Ankara-Eryaman project. A total of 830 members applied to become homeowners during the application period, which ended on August 12th, 2011. All of the homes were allocated to their new owners. The project design of the additional 344 homes in the Eryaman project was completed in 2011, with construction work scheduled to get underway following the receipt of building licenses in May 2012. OYAK members are expected to be informed at the same time and construction will be completed, by August 2014. Highlights from our social responsibility efforts “Sokakta İlk Adımlar” (First Steps in the Street), which is Turkey’s most established, popular and comprehensive road safety training program, completes its 10th year The project, entitled “Sokakta İlk Adımlar”, launched by Renault to raise road safety awareness among children and encourage them to adopt the habits of behaving safely in traffic entered its 10th year during the 2011-2012 School Year. A total of 1.2 million children have benefited from this program in a total of 41 cities. Zirvedekiler (Top Performers) Contest in 2007, the Grand Award at the 7th Golden Compass Contest, awarded by the Public Relations Society of Turkey in 2008, the Best Awareness Raising Practice Award at the Corporate Social Responsibility Marketplace, and the Third Prize in the evaluation conducted by the CRS Europe International Jury. At the beginning of 2012, the project was chosen as the Best Social Responsibility Project of 2011 at the ODD (Association of Automotive Distributors) Gladiators Award. The project was also awarded a plate by the President of the Republic of Turkey, Mr. Abdullah Gül. “Hayat Matematiktir” (Life is Mathematics): The OYAK Inter-High School Mathematics Contest The OYAK Inter-High School Mathematics Contest was held in 2002 for the first time by the OYAK Cement Group with the motto “Life is Mathematics”. Students from 107 schools in 5 cities participated in this first contest. The contest gradually grew in popularity and spread to 15 cities with the participation of other OYAK companies. The 9th OYAK Inter-High School Mathematics Contest, which had the participation of total of 2,040 school students from 510 schools this year, was completed with the final exam conducted in Istanbul on April 30th, 2011. Students from the Zonguldak Science High School became this year’s champions, with 35.00 points. The Bolu Science High School took the second prize, followed by the Kahramanmaraş Anatolian Teacher High School in third place. In Turkey, the rate of child mortality is higher relative to the rate of adult mortality. With children under the age of 10 under twice as much risk as those in older age groups, and given the difficulty in anticipating risks, in 2002 Renault launched the “Sokakta İlk Adımlar” Road Safety Training project, which aims to teach children to behave safely in traffic. Listings compiled by independent agencies indicate the reputable positions of our subsidiaries in their sectors As Turkey’s longest lasting corporate social responsibility project in the field of road safety, “Sokakta İlk Adımlar” has received a plethora of awards since 2002. These include the Special Award in 2006, awarded by the Tüketici Dünyası (Consumer World) Magazine, the Best Social Responsibility Project Award by the Platin Magazine at the OYAK subsidiaries listed in the ISO 500 The study, entitled Turkey’s Top 500 Industrial Establishments (ISO 500), prepared by the Istanbul Chamber of Industry based on companies’ activities in 2010, was announced in July 2011. The following OYAK Group companies were listed in the ISO 500: OYAK Renault, ERDEMİR, İSDEMİR, Adana Çimento, ERMADEN, OYAK Beton, Mardin Çimento, Ünye Çimento, Bolu Çimento and Tam Gıda. Annual Report 2011 OYAK 19 Developments in Member Services Placing its members’ satisfaction at the core of all of its activities, OYAK differentiates itself both as a pension fund and a private equity investor to achieve a steady financial performance. 20 Annual Report 2011 OYAK In 2011, OYAK conducted member services focusing on member satisfaction and achieved good results. Under the volatile market circumstances throughout the year, OYAK continued to manage, increase and expand its member assets in the most rational manner. In 2011, OYAK increased the value of its total member assets to TRY 13.8 billion, and realized a rate of return of 14.1% on these assets. OYAK’s technical interest income amounted to TRY 250.4 million with an actuarial profit of TRY 1,474.0 million. Accordingly, OYAK’s total net profit reached TRY 1,724.4 million. Services offered by OYAK to its members are classified under two primary categories: • Compulsory Benefits • Non-compulsory Services Compulsory Benefits comprise of services which constitute OYAK’s legal basis and which OYAK is obliged to offer under Law 205. These services are • Retirement Benefits, • Pension Benefit System Payments, • Death Benefits • Disability Benefits In 2011, the total net profit generated from member savings amounted to TRY 1.7 billion In 2011, OYAK’s actuarial profit amounted to TRY 1,474.0 million with technical interest income of TRY 250.4 million. OYAK’s total profit, which is the sum of its actuarial profit and technical interest income, reached TRY 1,724.4 million by the end of 2011. With an average USD/TRY exchange rate of 1.67 in 2011, our total profit was around USD 1 billion. This level of profit implies a rate of return of 14.1%. All of the profit generated was transferred to member accounts. Providing its members with a 14.1% rate of return - again above the rate of inflation Having left behind the fourth year of the global financial crisis, OYAK maintained a high rate of return for its members under the volatile market conditions during 2011. During the year, OYAK succeeded in providing a 14.1% rate of return on its members’ assets, exceeding the rate of inflation. Total member assets amounted to TRY 13.8 billion Member assets rose from TRY 12.2 billion in 2010 to TRY 13.8 billion by the end of 2011. Non-compulsory Services comprise of services which OYAK offers on the basis of personal loans and house acquisition services by considering actuarial balance and principles of equality. These services are essentially designed, planned and offered by OYAK within the limits of the funds managed by OYAK. The high added value services offered by OYAK to its members represent the strongest element of its unique model and organizational structure. A total of 268,112 OYAK members by the end of 2011 While 81.7% (219,047) of OYAK members are members who are on active duty, the remaining 18.3% (49,065) are members on the Pension Benefit System. The number of members on the Pension Benefit System increases continuously each year, and their share in the overall OYAK membership has climbed by 3.7 percentage points since 2006. This increase indicates that OYAK members have strong desire and pleasure to maintain their ties with the corporation throughout their retirement. Rates of Participation in the Pension Benefit System Amongst the Retired Members (%) 80 89 86 85 66 Placing the satisfaction of its members at the heart of all of its activities, OYAK differentiates itself both as a pension fund and as a private equity investor to achieve a steady financial performance. In other words, OYAK demonstrates successful performance every year as a model of economic sustainability. 2007 2008 2009 2010 2011 Annual Report 2011 OYAK 21 OYAK Results 14.1% 13,816 TRY Million 7,314 USD Million Comparison of Rate of Return and CPI (%) ( Rate of Return to Members, Equity CPI) 54.2 7,738 5,985 26.3 10.1 8.4 2007 2008 14.2 14.1 13.1 6.5 6.4 2009 2010 2011 9,641 7,466 10,846 7,001 12,204 7,894 13,816 7,314 10.5 2007 2008 2009 2010 2011 268,112 Members 14,298 TRY Million 7,569 USD Million Number of Members Total Assets 250,100 235,818 241,048 2007 22 2008 Annual Report 2011 OYAK 2009 259,061 268,112 9,070 7,015 2010 2011 2007 10,588 8,200 2008 12,677 8,182 2009 13,947 9,021 14,298 7,569 2010 2011 OYAK Group Combined Results* 29,222 TRY Million 17,498 USD Million 32,148 TRY Million 17,019 USD Million Total Gross Sales** Total Assets 18,833 14,565 2007 21,085 16,329 2008 19,093 12,324 2009 22,151 14,763 2010 29,222 17,498 2011 25,297 21,720 2007 28,971 19,157 28,309 18,801 2008 2009 2,149 TRY Million 1,287 USD Million 4,517 USD Million Total Taxes Paid Total Exports 1,522 1,178 2007 1,387 1,075 2008 1,318 851 2009 1,583 1,055 2010 2,149 1,287 4,926 4,322 31,606 20,444 32,148 17,019 2010 2011 4,150 4,517 3,578 2011 2007 2008 2009 2010 2011 * Excluding OYAK ** The total of gross sales revenues for production and sales companies Annual Report 2011 OYAK 23 Compulsory Benefits OYAK’s priority in its services is to ensure a sustainable member satisfaction With its contemporary and exemplary service model, OYAK meets the expectations of its wide member mass of about 270,000 people in an approach based on high quality service and sustainable member satisfaction. As Turkey’s first and largest private pension fund, OYAK attaches priority to its members and places them at the heart of all of its activities and services. Setting forth its approach of “existing for its members, existing with its members” in all of its activities, OYAK is globally a successful example of inter-stakeholder participation and sharing. The basic function of the OYAK model is to assure the future of its members The basic function of the social security model established by OYAK is to assure the future of its members. The Company has achieved growth in its member’s savings with the collections from its members, and by exploiting them in investments in various fields, and repaying its members the collections plus their interest (returns) if they decide to cancel their membership, in line with the terms of their membership. An investment philosophy focused on expanding member assets By managing the contributions which it collects from its members with a portfolio management approach, OYAK aims to provide a steady return on member assets and to invest these contributions with a long-term point of view. OYAK’s investment philosophy also aims to contribute to the development of the national economy. For this purpose, when making its investment decisions, OYAK primarily prefers such areas that are expected to make the highest contribution to the Turkish economy. Compulsory Benefits reached TRY 906.0 million in 2011 Retirement Benefit Payments comprise the highest among all mandatory benefit payments made by OYAK to its members, with a 74.4% share. OYAK paid a total of TRY 673.6 million in Retirement Benefits to its 5,020 members who were eligible for retirement. Compulsory Benefits (TRY Million) (USD Million) The rate of participation among retired OYAK members in the Pension Benefit System was as high as 85% in 2011. 448.5 346.9 2007 703.6 544.9 2008 787.5 508.3 2009 Breakdown of Compulsory Benefits Paid (%) 74.4 Retirement Benefits 74.2 16.2 Pension System Payments 17.2 0.5 Payments for Withdrawals from the Pension Refunds on Dues 0.7 Death Benefits 0.9 0.4 Disability Benefits 0.6 7.8 2011 24 Annual Report 2011 OYAK 6.5 0.6 2010 812.9 541.8 2010 906.0 542.5 2011 Retirement Benefits Retirement Benefits, equal to the sum of accumulated contributions from OYAK members and returns generated on these over the years, are paid to members who leave OYAK after 10 years or more. In order to ensure the longterm efficiency and sustainability of the system, only the accumulated contributions are paid back to members, who leave OYAK between 3-10 years. OYAK makes no payments to members whose term of membership is less than 3 years. Retirement Benefits Retirement Benefits Paid (TRY Million) (USD Million) (Number of Members) 362.4 280.3 2007 545.7 422.6 2008 582.7 376.1 2009 603.6 402.3 2010 673.6 403.4 2011 5,189 2007 5,210 2008 4,680 2009 4,632 2010 5,020 2011 Annual Report 2011 OYAK 25 Pension Benefit System OYAK’s Pension Benefit System allows members to benefit from the fund’s revenues and social benefits throughout their lives. Disability Benefits Disability Benefits are paid to members who are partially or completely incapacitated and are unable to perform their duties due to accident or illness. In contrast with other social security systems, the Pension Benefit System is not actually monthly pension, but a quarterly payment system based on profit and revenue sharing. In 2011 OYAK paid disability benefits to 140 members who had suffered from a variety of accidents or illnesses. Disability Benefits are paid out on the basis of two different disability categories: “Full and Permanent Disability Benefits” and “Partial Disability Benefits”. The amounts of the payments are determined and calculated accordingly. The fundamental principle of the Pension Benefit System is that half of the returns generated by OYAK in the respective year is paid to members as a pension and the remaining amount is added to his reserves. Revenue sharing amounts may vary from one period to the next based on OYAK’s profits, thus the rate of return and the amount of accumulated member savings. In the Pension Benefit System, there is no classical pension or regular increase based on a specific index or rate. In this system, the shared profit may vary between years based on developments in global and Turkish economies, and depending on the success of OYAK’s asset management activities and investment strategies. Within the framework of the Pension Benefit System, OYAK paid TRY 146.5 million to 36,216 members in 2011. Full and Permanent Disability Benefits are provided to those who have irreversibly lost their ability to engage in any work as a result of any accident or illness that may or may not be associated with carrying out their duties. Full and Permanent Disability Benefits are defined as 20 times the one-month salary on which a member’s contributions were based at the time of their departure, or 20 times the one-month salary on which the contributions of someone holding the rank of colonel is based, whichever is the greater. Partial Disability Benefits are paid to OYAK members who have suffered the loss of a bodily organ as a result of any accident that may or may not be associated with carrying out their duties. These benefits are calculated and paid on the basis of the degrees of partial disability shown in schedule 2 of Law 205. In 2011 OYAK paid TRY 3.9 million disability benefits to 140 members. Pension Benefit System Payments Disability Benefits ( Members, ( Members, TRY Million) (USD Million) 36,216 35,326 55.5 42.9 2007 26 109.6 84.9 2008 Annual Report 2011 OYAK 179 155 152.7 98.6 28,109 192 180 32,681 29,917 TRY Million) (USD Million) 2009 146.5 87.7 139.8 93.2 2010 2011 4.0 3.1 2007 140 4.9 3.2 3.1 2.4 2008 2009 3.9 2.3 4.6 3.1 2010 2011 Death Benefits Death Benefits are paid to the legal heirs of a member who dies while still at the contributions-payment level. The death benefit is defined as 20 times the one-month salary on which a member’s collections were based at the time of their departure or 20 times the one-month salary on which the collections of someone holding the rank of colonel are based, whichever is greater, and the benefit is paid out on that basis. If a member is participating in OYAK’s Pension Benefit System, death benefits are paid to their legal heirs but in this case, the amount payable is 10 times greater than the highest monthly pension he could have received at the time of his death. In 2011 OYAK paid TRY 6.3 million to legal heirs of 309 members. Other services OYAK provides to its members, in addition to its defined mandatory benefit payments, consist of loans representing up to 80% of one’s reserves, reserve officer service amalgamation, and reinstatement of interrupted membership. 80% Loan Against Reserves Those who have been members for at least 29 full years or members who are eligible for retirement within two years may borrow against their supplementary defined benefits, with the condition that the amount may not exceed 80% of their reserves at the date on which the request was made. In 2011, 231 members were given a total amount of TRY 20.9 million loans against reserves. Reserve Officer Service Amalgamation When reserve officers change from temporary to permanent membership status, their previously accumulated membership time may be counted towards the fulfillment of their total membership requirement. Reinstatement of Interrupted Memberships In situations where permanent members’ due payments are suspended for reasons other than desertion (such as unpaid leave, maternity leave, etc), their membership may be reinstated, provided that the unpaid dues for the periods of time in question are paid. Death Benefits Loans of up to 80% of Members Reserves ( Members, ( Members, TRY Million) (USD Million) 2008 339 2009 2010 270 309 7.0 4.7 6.8 4.4 5.7 4.4 5.7 4.4 2007 347 335 299 TRY Million) (USD Million) 231 6.3 3.8 2011 184 9.4 7.3 2007 20.6 13.3 165 8.9 6.9 2008 2009 20.9 12.5 191 14.8 9.9 2010 2011 Annual Report 2011 OYAK 27 Non-compulsory Services Non-compulsory Services related Payments made by OYAK in 2011 increased by 39.9% compared to 2010, and amounted to TRY 561.1 million in total The 39.9% increase in non-compulsory service payments was due to the following: • A decision made at the 51st OYAK Annual General Assembly Meeting to raise the lending limits for active members from 2 times to 4 times their base salary and to raise the lending limits for Pension Benefit System members from 6 times to 10 times of the highest monthly salary that they may get from the System. The General Assembly undertook another decision that such an increase would take effect beginning by May 1st, 2011; • An extraordinary lending service payment totaling TRY 32.8 million to 2,494 OYAK members who were on active duty in the districts of Erciş and Edremit in Van, following the two earthquakes that occurred in these districts on October 23rd and November 9th, 2011. Within this framework, a total of 98,904 OYAK members benefited from this service since 1963, the year when OYAK’s Housing Services had begun. Housing Services Non-Compulsory The breakdown of OYAK members, who benefit from Housing Services, by type of service, is as follows: Individual Housing Loans Cooperative Loans OYAK Housing Total 74,251 15,091 9,562* 98,904 *This number indicates the number of members who received OYAK loans for the financing of OYAK-built houses. (TRY Million) (USD Million) One of OYAK’s basic targets is to make its members homeowners. OYAK supports its members through two channels to make them homeowners. Besides offering housing loans to its members, OYAK also undertakes projects that aim to directly produce housing units for its members. 377.1 291.6 2007 28 Annual Report 2011 OYAK 492.8 381.6 2008 561.1 336.0 417.9 269.7 2009 401.0 267.2 2010 2011 OYAKKENT: OYAK’s largest housing project in its 50-year history Planned to be built phase by phase on an area of 3,600 decares (3 million square meters) in İkitelli, Istanbul, OYAKKENT will, once completed, be a modern satellite town of nearly 12,000 apartment units, sports facilities, shopping centers, elementary schools, a high school, a hospital and other social facilities. The homes in the first phase of OYAKKENT, which are built with high quality materials, advanced technology, modern architecture and urban design principles, were delivered to their new owners in 2009, while the homes in the second phase first stage of the project were delivered in 2010. Developments in the allocation of the houses in the second phase second stage of İkitelli (OYAKKENT) project to members Two separate allocation procedures were announced to OYAK members in 2010 for the homes in the second phase second stage of the OYAKKENT project. Within this framework, the two procedures were completed by March 2011 in which a total of 122 homes were allocated to OYAK members. OYAK Eryaman House Project – A modern residential area in Ankara OYAK Eryaman Housing Project was planned to be built on land owned by OYAK in Eryaman, Ankara. 211 homes in the first phase of the project began to be announced on July 4th, 2011 to those members who had completed 15 years of membership and who had not yet benefited from OYAK’s housing services. Within the application period that ended on August 12th, 2011, a total of 830 members applied to be homeowners. All of the homes were allocated to members. All of the homes in this phase are planned to be delivered to their new owners by June 2013. The announcement of the allocation of 344 homes in the second phase of the project to members is expected in May 2012. When this 2-phase project is completed, a total of 555 OYAK members will be homeowners. The remaining houses from this phase were put up for sale in March 2011 by OYAK İnşaat A.Ş. to third parties at new prices, which were determined in parallel with the provisions of the OYAK Housing Loan Regulation. Former and existing OYAK members are to given priority in this sale. A total of 339 of the remaining homes had been sold to third parties at the new prices as of December 31st, 2011. The remaining homes from this phase are planned to be delivered to their new owners in May 2012. Breakdown of Non-Compulsory Services (%) 62.5 Housing Loans 73.8 33.4 Lending Services Lump-sum Loans of up to 80% of Members’ Reserves Commissary Services 21.8 3.7 0.4 2011 3.7 0.7 2010 Annual Report 2011 OYAK 29 Non-compulsory Services Housing Loans One of OYAK’s fundamental objectives is to provide its members with financial support to help them meet their needs at different stages of their lives. In line with this goal, OYAK provides financing along with a variety of other services which aim to make each of its members the owners of modern and comfortable housing, and undertakes every possible effort to continue supporting them in this way. To help its permanent members become homeowners, OYAK offers Personal Housing Loans, Building Cooperative Loans and Mass Housing Production Loans services. Principles, terms and conditions pertaining to all aspects of OYAK’s housing loans are determined by the OYAK General Assembly. During 2011, a total of TRY 298.3 million in loans was extended to 2,941 members. Personal Housing Loans Those who have completed at least 15 years as OYAK members may take out a loan to finance the purchase of a dwelling. The amounts and limits applicable in such lending are determined every year at the OYAK General Assembly meeting. Members acquire the right to take advantage of such loans as of the beginning of the sixteenth calendar year following 15 full years of membership. During 2011 OYAK paid out a total of TRY 275.2 million to 2,727 members as loans to finance the purchase of houses. Personal Housing Loans are paid back according to fixed installment options (such as 36 - 48 - 60 - 84 - 120 - 144 180 - month maturity). Installment payments may start in the first, second or third month following the month the loan is granted, depending on the member’s preferences. Members participating in the Pension System may be granted housing loans depending on their participation rates. Cooperative Loan Services - Support to the cooperative founded by OYAK members This service supports the building cooperatives initiated by OYAK members who have completed 15 years of membership. Loans are provided depending on the construction progress of the houses in question. In line with the Cooperative Loan Service, in 2011 a total of TRY 14.2 million in loans was extended to the 126 members of one cooperative, which was included in the scope of the support program in 2010. Housing Loans Housing Loans (TRY Million) (USD Million) (Members) 295.8 229.1 186.8 144.5 2007 30 2008 Annual Report 2011 OYAK 249.4 161.0 2009 239.9 159.9 2010 298.3 178.6 4,031 3,319 2011 2007 3,038 2008 2009 2,566 2010 2,941 2011 Mass Housing Production Services OYAK develops housing projects on the residential zoned land that it purchases, and develops homes for its members. A total of TRY 8.9 million in loans was supplied to 88 members, who bought the homes built by OYAK, during 2011. Highlights from some of the activities carried out by OYAK within the framework of Mass Housing Production Services that have gained momentum in recent years… • Construction of 507 homes in the second phase second stage of the OYAKKENT project in İkitelli, Istanbul continued, while the construction work is planned to be completed within the first half of 2012 with delivery all of the homes to their new owners in May following the receipt of the Occupancy Permits. In addition to the OYAKKENT Project, the allocation of 211 homes in the first phase of the OYAK Eryaman Housing Project, being carried out in Eryaman, Ankara, was announced beginning from July 4th, 2011 to those members who had completed 15 years of membership and who had not yet benefited from OYAK’s housing services. In the project, homes were allocated to 211 of a total of 830 members who had applied to be homeowners. Construction work on the homes in this phase began in September 2011, while the homes are planned to be delivered to their new owners in June 2013. • The allocation of 344 homes in the second phase of the OYAK Eryaman Housing Project is planned to be announced to members in May 2012. When this 2-phase project is completed, a total of 555 members would be homeowners. OYAK-TOKİ (Housing Development Administration of Turkey) cooperation In line with its target of helping its members become owners of modern homes, OYAK works in cooperation with institutes such as the Housing Development Administration of Turkey (TOKİ). Within the framework of the cooperation between OYAK and TOKİ, a total of 2,812 homes were built and delivered to members in 2005 and 2006 in the Atakent housing project, which was built on OYAK’s land in Eryaman, Ankara. OYAK helps its members become homeowners by arranging applications and carrying out allocation procedures in the housing projects implemented by TOKİ and similar institutions. In the projects that were implemented in cooperation with TOKİ between 2006 and 2009, quotas allocated for OYAK members were as follows: • 375 homes in the Housing Project of 2,104 residences in Örencik, Gölbaşı, Ankara • 167 homes in the Housing Project of 4,430 residences in Turkuaz Valley, Ankara • 461 homes in the Mass Housing Project in Halkalı, Istanbul • 622 homes in the Housing Project of 622 residences in Örencik, Gölbaşı, Ankara A significant increase in housing services offered by OYAK to its members since 2000 A total 13,937 homes had been delivered to OYAK members, by the OYAK foundation to the end of 2011. A total of 7,720 homes were built for and delivered to members in the 36-year period from 1964 to 1999, while a total of 6,217 homes were delivered to OYAK members, including those homes built in Eryaman, Ankara in cooperation with TOKİ, in the 11-year period between 2000 and 2011. Bank-source Housing Loan Services OYAK began to offer its members a new alternative to housing financing on August 3rd, 2009. In this method, OYAK offers housing loan services to its members from the resources of contracted banks. This service is an additional option offered by OYAK Housing Services, and is available without taking into account members’ term of membership and whether they have already benefited from OYAK’s Housing Services. Within the scope of the housing services offered by contracted banks without OYAK’s guarantee, a total of 2,726 OYAK members were supplied TRY 185.2 million in loans in 2011. Annual Report 2011 OYAK 31 Lending Services Permanent members who have completed 18 months of membership and optional members who have fulfilled the 36-month membership condition are given the opportunity to benefit from OYAK’s lending services. Moreover, permanent members with no membership term condition as well as optional members who have fulfilled the 36-month membership condition may benefit from Vakıfbank’s lending services. A total of 41,052 members benefited from OYAK’s Lending Services in 2011 In 2011, a total of 41,052 members benefited from OYAK’s Lending Services from its own resources and the amount of aids allocated to members within this framework amounted to TRY 187.3 million. Thus, the total amount of loans provided to the members benefiting from this service increased by 114.3% year-on-year. The most important reasons behind this increase were: • A decision made at the 51st OYAK Annual General Assembly Meeting to raise the lending limits for active members from 2 times to 4 times their base salary and to raise the lending limits for Pension Benefit System members from 6 times to 10 times of the highest monthly salary that they may get from the System. The General Assembly undertook another decision that such an increase would take effect beginning by May 1st, 2011; • An extraordinary lending service payment totaling TRY 32.8 million to 2,494 OYAK members who were on active duty in the districts of Erciş and Edremit in Van, following the two earthquakes that occurred in these districts on October 23rd and November 9th, 2011. 91% of lending service applications submitted online In 2011, 35,215 OYAK members applied online via OYAK’s website in order to benefit from lending services. By enabling members to submit loan applications in this way, OYAK not only enhances its service quality and own efficiency, but also paves the way for the more rapid delivery of service to members. Loan applications submitted by OYAK members through its online delivery channel in 2011 corresponded to 91% of all such applications received by OYAK. Below is the amount of money that is given to OYAK members in 2011 according to installment numbers: Number of Members 6,617 3,493 9,537 6,002 12,888 2,515 41,052 Tenor 6 months 9 months 12 months 18 months 24 months 48 months Total Lending Services Lending Services (TRY Million) (USD Million) (Members) 187.3 112.2 77.9 60.2 2007 32 86.2 66.8 2008 Annual Report 2011 OYAK 87.9 56.7 2009 41,723 42,846 2007 2008 Amount Paid TRY Million USD Million 21.5 12.9 12.2 7.3 36.2 21.7 27.4 16.4 56.6 33.9 33.4 20.0 187.3 112.2 39,842 36,616 2009 2010 41,052 87.4 58.3 2010 2011 2011 OYAK-VakıfBank collaboration: VakıfBank Bankomat 7/24 loans Under an agreement entered into between OYAK and VakıfBank in 2000, OYAK members are eligible for consumer financing and general-purpose loans from that bank’s own resources. The low-cost consumer credit options which VakıfBank offers OYAK members once again attracted considerable interest in 2011. By the end of 2011, total balance of overdraft credits and fixed-installment consumer loans extended to 30,590 members was TRY 111.4 million. Special campaign from MAİS for OYAK members Between October 17th and December 4th, 2011, MAİS held a campaign for OYAK members that covered the following models: Symbol, Fluence, Megane HB, Clio HB, Clio Grand Tour, Megane Sport Tourer, Megane Coupe, Latitude and Duster. Besides offering discounted prices in the campaign, the company also provided loans under attractive conditions. A total of 1,428 OYAK members benefited from this campaign, with delivery between February and March 2012. The principles governing the terms, limits, interest rates and other matters pertaining to loans sourced from VakıfBank are subject to the rules and directives set forth in the OYAKVakıfBank agreement. Annual Report 2011 OYAK 33 Other Services Donation Based Retirement Income System Donation Based Retirement Income System is a discretionary participation system, established in line with Article 34 of the Law on OYAK no. 205 in order to provide additional income to members throughout their lives. Individuals who meet the following qualifications may participate in the system within the scope of defined limits: OYAK members who have left since 1961 or will leave the normal pension system by receiving their pensions as well as spouses of members in the Pensions System; OYAK permanent members who have completed at least 10 years of membership and who are on active duty; individuals who were employed for a period of at least 10 years in companies or subsidiaries in which OYAK holds stakes of at least 50% in; and those who retired or superannuated after working for at least 10 years in such companies or subsidiaries. The Donation Based Retirement Income System is managed by OYAK’s General Directorate within the legal entity of OYAK and in accordance with the decisions of the Board of Directors. The system is audited by the authorized bodies of OYAK. Member savings in this system are managed separately from member savings in OYAK. The member savings in the system are not, under any circumstances, used to meet OYAK’s financing needs. Likewise, no transfer is permitted from member savings in OYAK to the system. The accounts Comparison of Returns on Donation-Based Retirement Income System and CPI (%) ( Return, OYAK receives 0.5% of the income generated by the system as an expense premium against all management and other expenditures of the system. Participants are guaranteed a rate of return of 5% per year (9% for those who entered the system before June 1st, 2011 and for additional participations until December 31st, 2011) which is paid to participants throughout their lifetimes. In the event that the system yields a rate of return that is higher than the guaranteed 5% (9% for those who entered the system before June 1st, 2011 and for additional participations until December 31st, 2011), each participant receives a share of the additional return as per the profit participation system. The portion of the determined additional income which is calculated by dividing the age of the participant by 100 is paid together with the guaranteed income to the participant. A participant has the right to decline their quarterly payment and instead add the payment to their reserves. The remainder is added to the reserves of each participant in order to increase their income and add to their payments in the coming year. Each participant receives a life insurance policy from OYAK or any insurance/life insurance companies that have a contract with OYAK. The value of the life insurance policy is based on the risk premiums that are deducted from the additional return in question in the beginning of each Number of Participants of the Donation-Based Retirement Income System (Members) Inflation (CPI)) 22.4 20.7 within the system are kept separately and a separate balance sheet and profit-loss statement is issued and presented to the General Assembly. 24,591 25,055 25,983 26,694 16.9 2007 34 12.0 10.1 8.4 Annual Report 2011 OYAK 2009 10.5 6.4 6.5 2008 10.8 2010 8,490 2011 2007 2008 2009 2010 2011 year, as well as the participant’s donations to the system. In years where there has been no additional return, risk premiums are covered from the guaranteed rate of return of 5%. In the first year, the risk premiums are received from the principal. The death indemnity is paid to the individuals specified by the participant in the annex of the contract, pro rata the ratios listed in the same document. The pensions, however, are not paid to the participant’s heirs. Income payments begin 1 year after the participant enters the system and the payments are made within the first 15 days of the month following the end of the 3-month period. Payments may not, under any circumstances, be transferred or assigned by the participant to another individual. In the event that the participant dies before completing one year in the system, the return on their reserves in the system would be paid by OYAK to their heirs listed in their will. In the event that the participant dies after completing one year in the system, the income they are entitled to, as well as the return on such income and the return on their reserves in the system, is paid by OYAK to their heirs listed in the will. In the event of death, the participant’s gross reserves are paid to beneficiaries/heirs by the respective insurance/life insurance company. A total of TRY 37.9 million was paid to BDEGS participants in quarterly periods throughout 2011. The amount added to participants’ savings reached TRY 4 million in the same period. In line with the decision made during the 51st Annual General Meeting on April 9th, 2011, a total of TRY 405.5 million - TRY 15 million as Unpaid Quarterly Income Payments, Return on Quarterly Income Payments and return of insurance premiums and TRY 390.5 million as participants’ net Reserves and return of Net Reserves - was paid to a total of 21,161 participants, who had requested to exit BDEGS between September 1st, 2011 and December 31st, 2011. With exit procedures completed, the system had gained a total of 5,546 participants and carried out 8,115 additional participation transactions as of January 12th, 2012. In 2011, the rate of return of the BDEGS was 10.8%, again exceeding the rate of return of many alternative investment instruments offered by the financial services companies in Turkey. Annual Report 2011 OYAK 35 Housing Savings Fund (KÖBF) OYAK set up the Housing Savings Fund with the mission of providing the necessary equity capital to OYAK members looking to buy a home of their own. The Fund is managed by OYAK’s General Directorate within the legal entity of OYAK and in accordance with the decisions of the Board of Directors. The Fund is audited by the authorized bodies of OYAK. Member savings in the Fund are managed separately from member savings in OYAK. The member savings in the Fund are not, under any circumstances, used to cover OYAK’s financing needs. Likewise, no transfers are made from member savings in OYAK to the Fund. The accounts of the Fund are kept separately and a separate balance sheet and profit-loss statement is issued and presented to the General Board. All members who have not yet received housing loans from OYAK may discretionally participate in the Fund. The KÖBF pools an additional 10% of OYAK members’ base incomes and fees. Any additional premiums that accrue on a member’s Fund account for the current year are revalued over the rate of return determined for the year in question and by means of the Income Number Method. These additional premiums are then transferred to members’ current accounts. Outstanding balances carried from past years to the current year are revalued at the same rate of return pertaining to the current year, and the final account balance is calculated by the end of the year. When a participant leaves the Fund, they are paid the following under the name of Housing Assistance: a) If they qualify for a housing loan from OYAK, their savings in the Fund and the return on such savings as of the date they received the housing loan b) if the participant documents that they purchased a home (as a member of a cooperative) with no right to receive a housing loan from OYAK, or without receiving a loan even if they qualified for a housing loan, or if the participant applied with a Notary Signed Preliminary Sales Contract, their savings in the Fund and the return on such savings c) Any savings of a deceased member in the Fund and the return on such savings to their legal heirs d) Any savings of a member who entered the Pensions System and did not continue with the Fund or his/her spouse including the return on such savings e) In the event of termination of Fund membership due to reasons other than those stated above, then the savings in the Fund and the return on such savings A member who leaves cannot re-participate in the Fund. In 2011 KÖBF provided a 9.9% return to its participants. As of December 31st, 2011, the number of KÖBF participants stood at 108,484, while the total number of members who withdrew their savings in KÖBF in order to use them to buy homes reached 87,604. The annual rate of inflation (CPI), which averaged around 5% in the first three quarters of 2011, rose to 5.7% in the last quarter as a result of the economic developments during the same period, with the annual rate of CPI inflation reaching 10.5% by the end of the year. On the other hand, the interest rate of the benchmark bond, which fluctuated between 6.9 and 9.18% until the last quarter of the year, ended 2011 at around 11%, with a 2- or 3- percentage point increase. Despite this, the average interest rate throughout 2011 was below 10% (9% net). Under these circumstances, the return yielded by BDEGS and KÖBF that place their funds in a variety of financial instruments, was close to the inflation rate, but higher than the return of similar investment instruments. Comparison of Returns on Housing Savings Fund Number of Participants of Housing Savings Fund (%) ( Return, (Members) Inflation (CPI)) 21.6 20.1 94,731 97,466 2007 2008 102,993 107,448 108,484 14.9 2007 36 11.2 10.1 8.4 Annual Report 2011 OYAK 2009 10.5 6.4 6.5 2008 9.9 2010 2011 2009 2010 2011 OYAK - Membership Communication Thanks to the importance it attaches to communication with its members, OYAK is constantly expanding its internet use area, keeping a close view on technological developments to ensure “effective access-high satisfaction”. In 2011, OYAK’s website (homepage) received 9 million hits while individual accounts were accessed through Online Membership Services more than 5 million times. OYAK: From past to present - highlights of membership communication Members are everything to OYAK. All efforts conducted by OYAK are member-oriented and the primary target is to ensure the satisfaction of its members. For this purpose, OYAK has attached great importance to the establishment of uninterrupted, qualified and effective communication with its members and internalized latest technological facilities at its service offering platforms throughout its history. The first step taken in 1999 in the name of unlimited accessibility In March 1999, a project called the Point of Permanent Contact with Members (UDTEN) was launched to improve OYAK’s communications and relations with its members. A new fiber-optic switchboard, with a capacity of 120 lines, was brought in operation and a total of 12 military lines were allocated to OYAK, the maximum number of lines permitted by the military infrastructure. As a result of these efforts, members are allowed to reach OYAK during working hours and out of working hours (by leaving a message) and to forward their questions and requests. OYAK Call Center became operational in 2001 The OYAK Call Center became operational under the Membership Services Department in April 2001, with the aim of raising member satisfaction, increasing efficiency by ensuring continuous and uninterrupted service and easy accessibility, and to offer high-quality service. The Membership Services Department offers effective communication between OYAK and its members by making use of all communication channels, such as the OYAK Call Center, the OYAK Website, the Alo-OYAK voice response system, mail, phone, fax, e-mail, magazines, press releases and announcements. As the first point of contact, OYAK Call Center, has contributed greatly to the development of relations between OYAK and its members by allowing OYAK to cover and record all types of questions, complaints, wishes and information requests of its members, to keep all related statistics, to make effective reporting through various analysis techniques and to present them to the evaluation of related departments. Annual Report 2011 OYAK 37 OYAK Voice Response System entered operation in 2005 OYAK switched to digital lines in order to ensure that its members are able to access information in a trouble-free way 24 hours a day. Accordingly, the Alo-OYAK phone answering system was shut down and replaced by the hightech OYAK Interactive Voice Response System, which was put in operation in January 2005. In line with technological developments, the necessary infrastructure was established for the rapid and free-ofcharge transfer of all member calls coming from the Land Forces Command, Air Forces Command, Naval Forces Command, Gendarmerie General Command and the Coast Guard Command. With this system, all calls are transferred to OYAK over the General Staff Line via 30 lines and at a speed of 2 MB/s. In line with the agreement entered into with mobile phone operators in January 2007, members are given the option to reach OYAK economically through mobile lines. The CTI (Computer Telephony Integration) system, one of the most important components of any effective and large call center, entered in operation in 2008, thus allowing members to reach their personal information rapidly and without interruption, 24 hours a day, by entering their membership number. Operating under the Membership Services Department, the OYAK Call Center integrates human, telephony and computer systems in the best manner, where OYAK performs fast and effective communication with its members under a member-oriented approach. As part of this system, the password query system was put in operation in August 2011 in addition to the requirement for users to enter their membership number, in order to ensure the security of the information of OYAK members. All member-related service and communication activities are conducted by the OYAK Membership Services Department within the framework of OYAK’s Quality Management System principles. In addition to carrying out all activities related to member communication and services, OYAK systematically undertakes efforts to further develop the services it provides to its members and increase both their quality and their effectiveness. 38 Annual Report 2011 OYAK With the importance it attaches to membership communication, OYAK keeps a close view of the technological developments on the axis of “effective accesshigh satisfaction” and takes measures that will simplify use of all of its communication channels by its members. In 2011, a total of 10,877,564 contacts were established with members through OYAK Call Center, as well as through all effective communication channels, including the OYAK Website, the OYAK Voice Response System, face-to-face contact, mail, fax, e-mail, the wish and request box for members, announcements, magazines and press releases. OYAK believes in the importance of secure and interactive communication in ensuring sustainable service quality and customer satisfaction Protecting its members’ benefits and satisfaction in every service it offers, OYAK will continue to offer innovative, creative, high-quality and high added value products, services and solutions with its technology-oriented business approach, highly qualified human resources and professional and transparent management approach. Developments in membership communication With the importance it attaches to membership communication, OYAK keeps its finger on the pulse of technological developments and increases the rate of use of its internet branch each passing day. In 2011, the number of visits to the OYAK website’s was more than 9 million, while OYAK members made use of the website’s Online Member Services features more than 5 million times to access their personal accounts. OYAK keeps abreast of best practices and innovations both in Turkey and abroad while seeking to deliver creative and qualified products, solutions and services with high added value. Attaching great importance to its communication with its members, OYAK believes that healthy and interactive communication plays a key role in providing sustainable service quality and member satisfaction. The OYAK Membership Services Department: High quality, effective and fruitful All member-related service and communication activities are conducted by the OYAK Membership Services Department within the framework of OYAK’s Quality Management System principles. In addition to carrying out all activities related to member communication and services, OYAK systematically undertakes efforts to further develop the services it provides to its members and increase both their quality and their effectiveness. In its communication with members, OYAK’s avowed mission is: • To create value both for members and for OYAK • To determine its members’ needs through effective reporting and analysis, • To provide the services sought by members through efficient use of resources. • To continuously supply a fast and high-quality service through effective reporting and analysis techniques. Effective use of alternative service channels OYAK communicates with a membership numbering more than a quarter of a million people via alternative service delivery channels as well as through face to face meetings. The alternative service delivery channels employed in OYAK’s communication with its members consist of: OYAK Call Center • Interactive Voice Response System • OYAK Website • Mail, Fax, and E-mail • Suggestion boxes. OYAK’s permanent target is to respond to its members’ requests as quickly and effectively as possible In line with its approach of supplying the fastest and most effective service, OYAK registers incoming requests from members, assesses them and responds to them while also keeping statistics on all activities and reporting its findings to senior management, thus identifying areas which require improvement and assisting in the establishment of development strategies. Members’ requests for information and their reported problems and complaints are addressed and finalized with a focus on achieving member satisfaction and adhering to targeted average response times. Members’ requests and suggestions that could not be immediately dealt with because of their nature were resolved within the framework of the OYAK Law, the decisions of the General Assembly and other related regulations. Continued efforts to promote OYAK’s products and services in the best possible manner in 2011 As in previous years, presentations, conferences and meetings were conducted in 2011 in order to acquaint members with OYAK’s activities and with the services that they can take advantage of. During the meetings held at military units and the headquarters of the Turkish Armed Forces throughout the nation, the objective is to familiarize members with the details of OYAK’s services and the pension system so that all of the decisions they take as they approach retirement are based on correct and objective information. Annual Report 2011 OYAK 39 OYAK Information Meetings In 2011, a total of 67 OYAK Information Meetings were organized with the cooperation between OYAK and the military for senior students in military schools and members commissioned in various army units. The first of the meetings was held in May 2011 and nearly 14,000 military students and members participated in these meetings, which were completed by the end of December. 91% of OYAK members now using personal passwords Introduced to head off possible security risks arising from internet abuse, the use of the PIN security feature continued to spread among OYAK members in 2011. Questions, remarks and suggestions forwarded by members are recorded and then evaluated by the General Directorate before taking the necessary measures and carrying out necessary procedures. Suggestions or questions that can be immediately dealt with are settled within the shortest possible time. Efforts to improve services, as well as related requests, are brought to the General Assembly after the approval of the Board of Directors and discussed during the General Assembly meetings. The fact that 91% of OYAK members are now managing their personal accounts over the internet using personal passwords is considered an important development. OYAK is undertaking efforts and is engaged in preparations to organize similar meetings in 2012 to inform members of OYAK’s operations and services. Moreover, in 2011, a total of 37 informative meetings were held in 18 locations to inform employees of the Group companies about OYAK and its activities. More than 4,200 people (about 15% of all of the employees of the Group companies) participated in these meetings. More than 263,000 calls were received by the OYAK Call Center in 2011, 74% of which were responded to within 15 seconds The OYAK Call Center is of key importance in communication between OYAK and its members. During 2011 a total of 263,012 calls were received by the center, 74% of which were responded to within the first 15 seconds. A total of 225,986 phone calls were answered by the center immediately. The remainder was composed of messages left by callers. The Call Center returned their calls in due course. The number of members contacting the Membership Services Department directly by telephone in 2011 was 114,272. At the end of 2011, a total of 244,708 OYAK members – 39,096 of whom are Pension System members – had received their personal passwords. Member-based personalized information archive contributes to effective and productive member communication In order to keep members regularly informed of OYAK services and practices, as well as providing information about their personal accounts with OYAK, an electronic archive has been created for each member as a component of the website. This archive contains a permanent record of all documents in the form of announcements and the letters sent to members. Active-duty and Pension System OYAK members have the ability to tailor their information and communication requests according to their personal preferences. All of the messages sent out in 2011 were automatically added to these personal archives while members were also able to conveniently access documents of concern to them from their individual Online Member Services pages. Almost 20,000 e-mail recipients During 2011 OYAK communicated with 19,866 members via email. Internet Transactions In Member Services Increase Each Passing Year (Unit) 11,151,476 11,009,245 10,198,321 8,500,125 The OYAK website remained an intensively used communication channel with its renewed design and contents at www.oyak.com.tr The OYAK website’s homepage reached a total of 9,218,928 hits in 2011. OYAK members made use of the website’s Online Member Services features 5,312,035 times to access their personal accounts. There were more than 10 million clicks to access information and manage accounts. 40 Annual Report 2011 OYAK 6,481,383 2007 2008 2009 2010 2011 OYAK Voice Response System: Still one of OYAK’s most popular communication channels in 2011 The OYAK Interactive Voice Response System remains one of the most popular communication channels among OYAK members. In 2011, a total of 225,462 calls were received by the voice response system. OYAK is engaged in an ongoing effort to further develop the OYAK Interactive Voice Response System in line with members’ wishes and needs. A total of 56,050 requests, suggestions, and complaints were received by mail and fax in 2011. This number does not include requests for information regarding services and systems. OYAK Membership Services Department carried out 37,607 face-to-face meetings in 2011 A total of 37,607 members called in person at the OYAK Membership Services Department to conduct queries or to apply for services during 2011. Communication Channel Call Center Interactive Voice Response System Calls to Member Services Department Email Document - Facsimile Walk-ins Website Total 225,986 225,462 114,272 19,866 56,050 37,607 10,198,321 10,877,564 The underlying objective in everything OYAK does is to enable its members to enjoy a comfortable standard of living when they retire OYAK’s primary aims are: • To increase its members’ savings • To design and develop new systems to better serve the members and to ensure that they serve this joint target only • To invest member savings within a long-term approach • To distribute generated revenues to members on a pro rata basis, as deserved All of the activities carried out at OYAK are intended to make it possible for members to achieve and maintain a comfortable standard of living when they retire. OYAK puts its members’ savings to work in portfolio investments under an approach that. • Focuses on conservative risk--return profiles, • Is based on a long-term approach, • Is sensitive to the community and the environment, • Creates revenue with short-term returns. Scrupulously adhering to its principle of “high-quality service focused on building members’ savings”, OYAK provides services and products without impairing its actuarial balances, while constantly remaining mindful of its task to ensure a secure future for its members. OYAK’s goal is to continuously increase member satisfaction by offering the highest level of added value possible in its products and services. In line with this target, OYAK carries out its operations in compliance with the ISO 9001 “OYAK Quality Management System”, the ISO 27001 “OYAK Information Security Management System”, and the ISO 20000 “OYAK IT Service Management System” with effective participation of all its employees. OYAK is determined to continue providing its members with the best, highest-quality and fastest service. Enthusiastically and proudly celebrating its 50th year of service in 2011 together with its members, OYAK will continue to exist for its members and through its members. OYAK is, and will remain, a system that is both sustainable and capable of further growth. Annual Report 2011 OYAK 41 Independent Auditors’ Report and Financial Statements 42 Annual Report 2011 OYAK Annual Report 2011 OYAK 43 44 Annual Report 2011 OYAK Annual Report 2011 OYAK 45 OYAK Ordu Yardımlaşma Kurumu Balance Sheet as at 31 December 2011 (TRY Thousand) I. CURRENT ASSETS A. Cash and Cash Equivalents 1. Cash 2. Banks 3. Cheques given and payment orders (-) B. Marketable Securities 1. Equity shares 2. Private sector notes, bonds and bills 3. Public sector notes, bonds and bills C. Dividend Receivables From Equity Participations and Subsidiaries D. Trade Receivables – Net 1. Receivables from members 2. Receivables from government financial offices and service borrowings 3. Other trade receivable 4. Doubtful trade receivables 5. Provision for doubtful trade receivables (-) E. Receivables From Related Parties F. Derivative Financial Instruments G. Inventories 1. Consumables 2. Trade goods 3. Work-in-process inventory 4. Goods in transit H. Loans Given To Members I. Other Current Assets 1. VAT carried forward 2. Prepaid expenses 3. Inventory count differences 4. Receivables from insurance transactions 5. Other receivables and advances arising from the sale of assets 6. Other current assets II. NON-CURRENT ASSETS A. Receivables from Related Parties B. Loans Given to Members C. Equity Participations and Subsidiaries 1. Associates 2. Capital commitment to associates (-) 3. Subsidiaries 4. Capital commitment to subsidiaries (-) 5. Long-term securities D. Tangible Fixed Assets – Net 1. Land 2. Buildings 3. Machinery and equipment 4. Vehicles 5. Furnitures and fixtures 6. Other tangible fixed assets 7. Accumulated depreciation E. Intangible Fixed Assets – Net 1. Rights 2. Leasehold improvements 3. Accumulated amortization F. Other Non-Current Assets TOTAL ASSETS 1. Total Assets of Housing Savings Fund 2. Total Assets of Donation Based Pension Fund TOTAL ASSETS OF OYAK AND FUNDS 46 Annual Report 2011 OYAK 31.12.2011 7,327,721 5,820,311 121 5,819,691 499 80,463 7,950 72,513 660,882 34,057 3,535 169 1,477 32,580 (3,704) 461,460 2,529 100,270 53 2,705 97,366 146 160,171 7,578 5,546 413 144 401 1,065 9 6,970,560 49,340 890,923 5,920,271 555,748 5,221,054 (20,595) 164,064 106,821 57,659 53,496 727 938 6,320 (12,319) 3,157 5,164 1,595 (3,602) 48 14,298,281 1,325,942 207,411 15,831,634 31.12.2010 7,769,502 6,386,117 42 6,385,768 307 63,503 13,254 48,359 1,890 622,952 27,816 3,460 576 1,212 24,709 (2,141) 504,380 46,193 45 2,009 44,139 115,128 3,413 1,833 351 98 398 477 256 6,177,685 43,419 704,965 5,336,644 660,340 (11,894) 4,536,127 (713) 152,784 90,759 43,814 51,240 694 503 4,977 4 (10,473) 1,898 3,130 1,571 (2,803) 13,947,187 2,270,023 1,853,960 18,071,170 OYAK Ordu Yardımlaşma Kurumu Balance Sheet as at 31 December 2011 (TRY Thousand) I. CURRENT LIABILITIES A. Bank Loans 1. Spot bank loans 2. Expense accruals of spot bank loans B. Payables To Related Parties C. Other Payables 1. Suppliers 2. Payables to Retirement Pension System 3. Payables to members 4. Payables to government financial offices and Army Markets 5. Deposits and guarantees received 6. Payables to personnel 7. Payables to Housing Savings Fund 8. Other miscellaneous payables D. Expense Accruals from Derivative Instruments E. Provisions F. Sources of Funds For Housing Constructions 1. Sources of funds for housing constructions G. Other Current Liabilities 1. Expense accruals 2. Taxes and funds payable 3. Social security premiums payable 4. Other payables 5. Short term portion of unearned revenues 6. VAT payable 7. Inventory count differences II. NON-CURRENT LIABILITIES A. Bank Loans 1. Long term bank loans B. Sources of Funds For Housing Constructions 1. Sources of Funds For Housing Constructions C. Other Non-Current Liabilities III. NET POSITION A. Member Reserves B. Profit For The Year TOTAL LIABILITIES AND NET POSITION Total Liabilities of Housing Savings Fund Total Liabilities of Donation Based Pension Fund TOTAL LIABILITIES AND NET POSITION OF OYAK AND FUNDS 31.12.2011 457,436 226,536 223,126 3,410 7,384 7,735 4,348 68 2,085 282 44 17 2 889 21,974 126,279 60,988 60,988 6,540 19 1,271 354 133 4,534 87 142 25,052 23,869 23,869 1,183 13,815,793 12,341,826 1,473,967 14,298,281 1,325,942 207,411 15,831,634 31.12.2010 1,552,839 1,425,298 1,424,500 798 505 6,097 3,121 1,989 192 44 60 205 486 119,408 1,531 21 1,014 334 46 9 35 72 189,992 182,655 182,655 7,337 7,337 12,204,356 10,977,999 1,226,357 13,947,187 2,270,023 1,853,960 18,071,170 Annual Report 2011 OYAK 47 OYAK Ordu Yardımlaşma Kurumu Statements of Income for the Year Ended 31 December 2011 (TRY Thousand) I. OPERATING INCOME A. Income From Equity Participations and Subsidiaries 1. Current year dividend accrual from associates 2. Diff. btw. prior year accrual and current year collections from associates 3. Current year dividend accrual from subsidiaries 4. Diff. btw. prior year accrual and current year collections from subsidiaries 5. Current year dividend accrual from equity shares 6. Diff. btw. prior year accrual and current year collections from equity shares 7. Bonus shares issued 8. Fund Accruals B. Financial Investment Income 1. Interest income 2. Income on sale of marketable securities 3. Dividend income from equity shares 4. Gains arising from investment fund sales 5. Gains arising from equity share sales 6. Foreign exchange gain on investing activities – net 7. Gain on valuation of marketable securities – net 8. Premium income from derivative transactions C. Income from Real Estate Investments 1. Rent income 2. Sales income D. Other Operating Income 1. Income from Army Markets 2. Individual and commodity loans income 3. Housing loans income 4. Insurance premium collections on housing loans 5. Gain on disposal of associates and subsidiaries 6. Other interest and commission income II. OPERATING EXPENSE A. General Administrative Expenses 1. Personnel expenses 2. Legal expenses 3. Office expenses 4. Fixed asset expenses 5. Consultancy expenses 6. Social and cultural expenses 7. Depreciation expenses 8. Other miscellaneous expenses B. Financial Investment Expenses 1. Interest expense on spot loans 2. Interest expense on repurchase agreements 3. Commission expenses 4. Loss on sale of marketable securities 5. Valuation loss from derivative transactions 6. Loss from derivative transactions 7. Foreign exchange loss arising from financial investments – net 8. Foreign exchange loss arising from borrowings 9. Valuation loss on marketable securities – net C. Expenses on Real Estate Investments 1. Depreciation expenses 2. Maintenance, insurance and tax expenses 3. Expenses on real estates rented OPERATING PROFIT FINANCE (EXPENSE) – NET 1. Commission expenses (-) OTHER INCOME – NET 1. Provision expenses (-) 2. Provision released 3. Expenses related with OYAK Ankerbank loans (-) 4. Foreign exchange gains on current accounts 5. Income from board membership fees 6. Income from services provided 7. Expenses and losses related to the previous periods (-) 8. Other expenses (-) 9. Other income REVALUATION FUND TECHNICAL (EXPENSE)/INCOME – NET PROFIT BEFORE TAX TAX / WITHHOLDING TAX LIABILITY PROFIT FOR THE YEAR 48 Annual Report 2011 OYAK 31.12.2011 1,879,153 938,658 255,887 8 173,991 (148) 25,431 8,502 11,717 463,270 799,865 500,710 680 706 9,011 278,847 9,911 23,085 15,367 7,718 117,545 4,808 13,014 71,643 1,711 22,039 4,330 (164,388) (54,240) (35,952) (600) (2,713) (2,052) (4,982) (1,504) (1,950) (4,487) (109,534) (23,777) (158) (1,123) (171) (19,444) (13,846) (40,505) (10,510) (614) (352) (259) (3) 1,714,765 (6) (6) (5,953) (5,563) 1,213 (6,553) (18) 2,419 1,320 (7) 1 1,235 4,373 (179,506) 1,533,673 (59,706) 1,473,967 31.12.2010 1,451,206 671,382 217,083 (24) 164,014 9 109 290,191 519,480 425,769 616 1,867 11,048 38,783 18,727 22,670 41,044 13,239 27,805 219,300 3,499 11,616 63,035 1,741 135,499 3,910 (168,013) (49,358) (33,070) (621) (2,179) (1,719) (6,773) (1,077) (1,112) (2,807) (117,998) (72,775) (9,504) (4,408) (28,650) (138) (2,523) (657) (354) (299) (4) 1,283,193 (402) (402) 136,601 (4,486) 144,987 (6,655) (21) 2,369 (241) 648 3,274 (144,127) 1,278,539 (52,182) 1,226,357 OYAK Group Companies Annual Report 2011 OYAK 49 Industry Group 50 Annual Report 2011 OYAK ATAER HOLDİNG A.Ş. (ATAER) EREĞLİ DEMİR VE ÇELİK FABRİKALARI T.A.Ş. (ERDEMİR) Date of Establishment: 2005 OYAK Group’s Participation: 2005 OYAK Group’s Share: 100.00% Field of Activity: To participate in companies operating in the iron and steel industry Website: www.ataer.com.tr Date of Establishment: 1960 OYAK Group’s Participation: 2006 OYAK Group’s Share: 49.29% Field of Activity: Production and sale of flat steel Website: www.erdemir.com.tr ISE Stock Code: EREGL ATAER Holding A.Ş. was established in December 2005 as a 100% subsidiary of OYAK to acquire the privatized stakes of Ereğli Demir ve Çelik Fabrikaları T.A.Ş. (ERDEMİR). On February 27th, 2006, ATAER Holding A.Ş. acquired a 49.29% stake in Ereğli Demir ve Çelik Fabrikaları T.A.Ş. (ERDEMİR), Turkey’s largest iron and steel company and the only integrated flat steel producer, from the Privatization Administration. Through the acquisition of ERDEMİR, the management and control of companies which ERDEMİR participates in was transferred to ATAER Holding. ERDEMİR was established in 1960 in Karadeniz Ereğli to meet Turkey’s needs for flat-rolled iron and steel, which had at that time been met through imports. The first foundations of the facilities were laid down in 1961 and facilities became operational in 1965. Following the tender called for the privatization of ERDEMİR in 2005, ATAER Holding A.Ş. - a 100% subsidiary of OYAK - acquired a 49.29% stake in the company; the related procedures were completed on February 27th, 2006. With the share transfer, ERDEMİR and its subsidiaries joined the OYAK Group. At the end of 2011, ERDEMİR had 7 subsidiaries in which either held 100% stakes or majority stakes. Manufacturing steel plates, hot and cold rolled steel and tin-, chromeand zinc-covered steel sheet at international quality standards, ERDEMİR offers its products to a range of sectors such as the construction, pipe manufacturing, automotive and supplier industries, shipbuilding, household appliances, agricultural instruments, pressure pots, food and packaging materials and office equipment sector. ERDEMİR offers a total of 351 steel grades competitive In quality and prices, to the domestic and international markets. In 2011, the international credit ratings agency, Moody’s Investors Service, affirmed ERDEMİR’s credit rating as B2, while raising its credit outlook to “positive”. Standard & Poor’s, another international credit rating agency, raised ERDEMİR’s rating from B- to B and affirmed its credit outlook as “stable”. ERDEMİR ranked 8th in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. Annual Report 2011 OYAK 51 İSKENDERUN DEMİR VE ÇELİK A.Ş. (İSDEMİR) ERDEMİR MADEN A.Ş. (ERMADEN) Date of Establishment: 1970 OYAK Group’s Participation: 2006 OYAK Group’s Share: 92.91% Field of Activity: Production and sale of long and flat steel Website: www.isdemir.com.tr Date of Establishment: 1938 OYAK Group’s Participation: 2006 OYAK Group’s Share: 90% Field of Activity: Iron ore mining and palletizing Website: www.erdemirmaden.com.tr Founded in İskenderun in 1970, İSDEMİR is the third integrated iron and steel facility to be established in Turkey and has the largest production capacity of long products in Turkey. Founded in 1938 to produce iron ore, ERMADEN was purchased within the scope of the privatization by ERDEMİR on April 15th, 2004. In November 2004, a 10% stake in the company was sold to KARDEMİR. As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, ERMADEN joined the OYAK Group. İSDEMİR shares were transferred to ERDEMİR by the Privatization Administration in 2002. As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, İSDEMİR joined the OYAK Group. İSDEMİR - ERDEMİR’s largest subsidiary - completed the necessary work to manufacture flat steel in addition to long steel within the framework of modernization and transformation investments (MTI) and began flat steel production. The 4th Blast Furnace, which is included in the MTI, was inaugurated in August 2011. Moreover, the second Sinter Factor, which is required in parallel with İSDEMİR’s increasing liquid steel production capacity, became operational in June 2011. İSDEMİR ranked 10th in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. 52 Annual Report 2011 OYAK ERMADEN is Turkey’s largest iron mine owner and iron manufacturer with a total 13 mines, 12 of which are iron mine sites and one being a manganese mine, in addition to its Concentration and Palletizing Facilities in Divriği, Sivas, which is Turkey’s sole palletizing facility. The investment to establish the underground iron mine, located in the town of Ekinbaşı in the Divriği district of Sivas, work on which started in Q4/2009, was completed by the end of September 2011. ERMADEN ranked 206th in the ISO 500 listing that was prepared according to the 2010 business results which were announced in July 2011. ERDEMİR ÇELİK SERVİS MERKEZİ A.Ş. (ERSEM) ERDEMİR MÜHENDİSLİK YÖNETİM VE DANIŞMANLIK HİZMETLERİ A.Ş. (ERENCO) Date of Establishment: 2001 OYAK Group’s Participation: 2006 OYAK Group’s Share: 100.00% Field of Activity: Cutting, slitting and shaping iron & steel products Website: www.erdemir-csm.com.tr Date of Establishment: 2001 OYAK Group’s Participation: 2006 OYAK Group’s Share: 100.00% Field of Activity: Engineering, management and consultancy services Website: www.erenco.com.tr ERSEM started its activities in the Gebze Industrial Zone in January 2002. As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, ERSEM joined the OYAK Group. ERENCO was established in August 2001 and started its activities in April 2002. As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, ERENCO joined the OYAK Group. With a cutting and slitting capacity of 200,000 tons per year at its facilities in Gebze, ERSEM covers the dimensioned flat steel needs of a variety of industries, principally in the automotive and household appliances sectors. Having become operational in 2011 under ERSEM, the İskenderun Steel Service Center, with a production capacity of 700,000 tons per year, serves sectors such as shipbuilding, steel construction, automotive, general machinery & equipment and construction. Moreover, work continues on the Ereğli Steel Service Center, which will operate under ERSEM. ERENCO, a subsidiary of ERDEMİR, offers consultancy services in engineering and project management, in order to maximize the benefit of the experience, expertise and know-how it has gained from the iron-steel industry and associated sectors. The incorporation of ERBOR Çelik Çekme Boru San ve Tic A.Ş. and ERDEMİR Çelik Servis Merkezi San ve Tic A.Ş. into ERSEM was completed in April 2011. In 2011, ERENCO continued its activities in line with the investments of the ERDEMİR Group. The Steel Service Center project was launched in Ereğli during the year. Moreover, ERDEMİR carried out a series of efforts for other projects. At İSDEMİR, the 2nd Sinter Factory and 4th Blast Furnace projects were completed within the framework of Modernization and Transformation Investments. Annual Report 2011 OYAK 53 ERDEMİR LOJİSTİK A.Ş. ERDEMİR ROMANIA Date of Establishment: 2004 OYAK Group’s Participation: 2006 OYAK Group’s Share: 100.00% Field of Activity: Logistics services Website: www.erdemirlojistik.com.tr Date of Establishment: 2000 OYAK Group’s Participation: 2006 OYAK Group’s Share: 100.00% Field of Activity: Silicon flat steel products Website: www.erdemir.ro ERDEMİR Lojistik started its operations in 2005 in order to benefit from the central coordination of the logistics requirements of ERDEMİR Group companies. ERDEMİR Romania SRL was founded in 2002 by ERDEMİR Group, in order to take advantage of iron and steel industry privatization opportunities abroad. The company acquired the Laminorul De Benzi Electrotehnice (LBE) plant in Romania, which produces silicon flat steel. Products manufactured at this plant meet demand from Turkey, Romania and other countries. As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, ERLO joined the OYAK Group. ERLO engages in maritime transport particularly for ERDEMİR Group companies. 54 Annual Report 2011 OYAK As ERDEMİR was transferred to ATAER - an OYAK subsidiary - on February 27th, 2006, ERDEMİR Romania joined the OYAK Group. The company (ERDEMİR Romania) manufactures silicon flat steel at its production plant in the city of Targoviste, Romania. Silicon flat steel is one of the primary inputs of engines, transformers and generators. ADANA ÇİMENTO SANAYİ T.A.Ş. MARDİN ÇİMENTO SANAYİİ VE TİCARET A.Ş. Date of Establishment: 1954 OYAK Group’s Participation: 1963 OYAK Group’s Share: 57.21% Field of Activity: Production and sale of clinker and cement Website: www.adanacimento.com.tr ISE Stock Code: ADANA, ADBGR, ADNAC Date of Establishment: 1969 OYAK Group’s Participation: 1969 OYAK Group’s Share: 54.86% Field of Activity: Production and sale of clinker and cement Website: www.mardincimento.com.tr ISE Stock Code: MRDIN Founded in 1954, Adana Çimento T.A.Ş. was acquired by OYAK in 1963. It was renamed as Adana Çimento Sanayi in 1986. The company’s shares have been traded at ISE since 1991. Mardin Çimento Sanayi ve Ticaret A.Ş. was established in 1969 with a 40% stake held by OYAK. Construction of its factory began in 1972 and the factory entered operation in 1975. Mardin Çimento’s shares have been traded on the ISE since 1987. The company produces various types of gray and white cement and clinker. Adana Çimento produces various types of gray and white cement and clinker. The company has packaging facilities in Kahramanmaraş, cement grinding facilities in İskenderun and storage and loading units in İskenderun Isdemir Port for exports. Moreover, Adana Çimento has 2 subsidiaries, “Adana Çimento San ve Tic Ltd” in Gazi Magosa in Northern Cyprus and “Adana Çimento Free Port Ltd” in the Duty Free Zone. These two subsidiaries engage in the packaging and sale of cement. The new clinker production line investment started by Adana Çimento in İskenderun in 2011 is expected to be completed within 2 years. Adana Çimento became the highest Corporate Tax payer in 2010 among the companies operating in Adana. The company ranked 203rd in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. According to the financial statements that were announced quarterly throughout 2011, Mardin Çimento ranked 1st in every quarter among publicly-held cement companies in terms of EBIT, Net Profit/Net Sales and ROIC (Return on Invested Capital). As the highest Corporate Tax payer in Mardin in 2010, Mardin Çimento is also the 98th highest tax paying company in Turkey. Mardin Çimento ranked 255th in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. Annual Report 2011 OYAK 55 BOLU ÇİMENTO SANAYİİ A.Ş. ÜNYE ÇİMENTO SAN. VE TİC. A.Ş. Date of Establishment: 1968 OYAK Group’s Participation: 1969 OYAK Group’s Share: 49.99% Field of Activity: Production and sale of clinker and cement Website: www.bolucimento.com.tr ISE Stock Code: BOLUC Date of Establishment: 1969 OYAK Group’s Participation: 1969 OYAK Group’s Share: 51.33% Field of Activity: Production and sale of clinker and cement Website: www.unyecimento.com.tr ISE Stock Code: UNYEC In 1969, OYAK acquired a 25% stake in Bolu Çimento, which was established in 1968. The factory began its production activities in 1974. The company’s shares have been traded on the ISE since 1986. Ünye Çimento was established in 1969 with a 40% stake held by OYAK. The factory began its production activities in 1974. The company’s shares have been traded on the ISE since 1991. Bolu Çimento produces various types of gray cement and clinker. The company currently produces the special type of cement used in the underwater and surface sections of the Marmaray tunnel, which is currently under construction. Producing various types of gray cement and clinker, Ünye Çimento has a seaport, a cement pumping and packing facility in Çayeli, Rize. In addition, Ünye Çimento has a subsidiary, Ünye Cem SRL, established in Romania to facilitate the import, export and sale of cement products in bulk or packed form. The grinding plant, which was established by the company to utilize the slag - the by-product of ERDEMİR’s production processes - entered operation in January 2011. As the plant became operational, Bolu Çimento sold about 500,000 tons of ground granulated blast furnace slag in 2011. Bolu Çimento ranked 478th in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. Having successfully benefited from regional growth, in 2011, Ünye Çimento carried out the highest clinker production, the highest cement sales volumes to the domestic market and the highest total cement sales in its history, thanks to its growth in the Black Sea market. In line with its efforts to convert its raw mill to a cement mill, the company completed its 4th cement mill investment and brought the mill into operation in 2011. In 2010, Ünye Çimento was the highest Corporate Tax payer among companies operating in Ordu. The company ranked 321st in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. 56 Annual Report 2011 OYAK ASLAN ÇİMENTO A.Ş. ASLAN BETON A.Ş. Date of Establishment: 1910 OYAK Group’s Participation: 2009 OYAK Group’s Share: 96.85% Field of Activity: Production and sale of clinker and cement Website: www.aslancimento.com.tr ISE Stock Code: ASLAN Date of Establishment: 1976 OYAK Group’s Participation: 2009 OYAK Group’s Share: 100% Field of Activity: Production and sale of ready-concrete Website: www.oyakbeton.com.tr Established in 1976, Aslan Beton joined the OYAK Group when OYAK acquired the shares of Aslan Çimento from the French Lafarge Group in December 2009. The company is engaged in the pumping and sale of ready-concrete and stamped concrete applications. All of Aslan Çimento’s ready-concrete facilities in various cities, as well as the company’s demounted mobile concrete facilities, including all related equipment were rented to OYAK Beton in 2010 for a period of 3 years. The company also has a subsidiary, AS-SAN İnşaat San ve Tic. A.Ş., established to sell and market aggregate. Aslan Çimento - Turkey’s first cement factory - was established on December 20th, 1910 as “Memalik-i Osmaniyye’de Sun’i Çimento ve Hidrolik Kireç İmalına Mahsus Arslan Osmanlı Anonim Şirketi”. OYAK acquired the shares of Aslan Çimento from the French Lafarge Group in December 2009. In line with the share transfer, five companies (Aslan Çimento, Aslan Beton, Marmara Madencilik, Birtaş and Assan) that were owned by Lafarge joined the OYAK Group, which includes 1 integrated cement plant, 9 ready-concrete facilities and 3 aggregate quarries that belong to these five companies. The company’s shares have been trading on the ISE since 1986. The company also has a pier used for exporting and importing products. Operational since September 2011, the Refuse-Derived Fuel (RDF) plant aims to process about 24,000 tons of industrial waste and to generate fuel from such waste in 2012. The plant aims to cut energy costs by up to 20%. Annual Report 2011 OYAK 57 OYAK BETON SAN. VE TİC. A.Ş. (OYAK Beton) BİRÇİM ÇİMENTO VE MADENCİLİK A.Ş. Date of Establishment: 2004 OYAK Group’s Participation: 2004 OYAK Group’s Share: 100.00% Field of Activity: Production and sale of ready mix concrete Website: www.oyakbeton.com.tr Date of Establishment: 2005 OYAK Group’s Participation: 2005 OYAK Group’s Share: 100.00% Field of Activity: Evaluation of investment opportunities for the cement industry The company was established to participate in investment opportunities for the cement market. The company is not currently engaged in any activity as no feasible opportunities have yet arisen. OYAK Beton was established in 2004 with Adana Çimento, Bolu Çimento and Ünye Çimento’s in-kind capital contribution, and OYAK’s cash capital contribution. In December 2010, all OYAK Beton shares held by OYAK, the company’s primary shareholder, were acquired by the following cement companies within the OYAK Group: Adana, Bolu, Ünye and Aslan Çimento. OYAK Beton owns more than 40 ready-mixed concrete facilities in various cities in the Marmara, Mediterranean, Central Anatolia and Black Sea Regions. In addition, it owns 4 aggregate furnaces that operate in Istanbul, İzmit and Ankara. OYAK Beton has continued to strengthen its position in the sector by taking part in major projects, such as Marmaray Rail Tube Tunnel Project, Kartal Courthouse and OYAK İkitelli Housing Project. OYAK Beton is the first company in Turkey and Europe to produce C80, which is the highly sought after concrete used in the world’s highest and strongest buildings. OYAK Beton ranked 214th in the ISO 500 listing, that was prepared according to the business results of 2010 and announced in July 2011. 58 Annual Report 2011 OYAK OYKA KAĞIT AMBALAJ SANAYİİ VE TİCARET A.Ş. (OYKA) OYAK RENAULT OTOMOBİL FABRİKALARI A.Ş. Date of Establishment: 1963 OYAK Group’s Participation: 1998 OYAK Group’s Share: 100.00% Field of Activity: Production and sale of craft paper and paper sacks Website: www.oyka.com.tr Date of Establishment: 1969 OYAK Group’s Participation: 1969 OYAK Group’s Share: 49.00% Field of Activity: The manufacture and export of Renault branded passenger cars and their mechanical parts Website: www.renault.com.tr OYKA was established in 1963 with the participation of the 10 cement factories under the umbrella of Türkiye Çimento ve Toprak Sanayi T.A.Ş. and title of “Adana Kağıt Torba Sanayi Türk Anonim Şirketi”. OYKA joined the OYAK Group in 1998. OYAK increased its share in OYKA to 81% by acquiring the OYKA shares held by Işıklar Ambalaj San. Tic. A.Ş. in 2002 and a 2005 portion of the OYKA shares held by Adana Çimento. OYAK’s share in OYKA fell to 51% in 2010, as the 30% OYKA stake held by OYAK was sold to Adana Çimento. OYAK Renault Otomobil Fabrikaları A.Ş., founded jointly by OYAK and the Renault Group (majority shareholder) from France in 1969 to manufacture Renault-branded passenger cars and their mechanical parts. In line with the agreement and share transfer between the two parties in 1997, the company’s shareholder structure reached its present status with OYAK holding 49% of the shares and Renault holding a 51% stake. OYKA sells craft paper and sacks to both domestic and foreign markets in cement, lime and gypsum sectors as well as other sectors including mining, construction materials and food. Besides its sack production plant in Adana, the company acquired the Çaycuma Sack Factory from the Privatization Administration. The Çaycuma factory, the only integrated paper factory of Turkey began production in August 2003. Paper sack is manufactured at both plants in consequence of the investments made by the company. As the second sack production line investment was completed in 2011 at OYKA’s Çaycuma Sack Plant, the company’s total production capacity rose from 150 million to 220 million pieces per year. As one of Renault Group’s 38 world-wide production centers, OYAK Renault received the highest scores in ISO 9001 quality audits, performed since 1996, among all Renault factories. Moreover, OYAK Renault was one of the first Renault factories to receive the Renault Quality System Certificate. With a manufacturing capacity of 360,000 cars and 450,000 engines per year, the company currently manufactures and exports brands as the Symbol, Fluence and Megane HB as well as the 3 and 5- door hatchback and Grand Tour versions of the Clio III model, as well as engines and mechanical parts of these motor vehicles. In the last quarter of 2011, the Fluence ZE joined the group of brands manufactured by the company. OYAK Renault broke new ground in the Turkish automotive industry by beginning serial production of the electric car, the Fluence ZE (an electric car) in the autumn of 2011. The company also began exporting this electrical car in November 2011. The company has uninterruptedly maintained its leadership in the production and export in the Turkish automotive industry for 14 years. The company was still the leader of the automotive industry in production and export at the end of 2011. In 2011, OYAK broke a record of its 42-year corporate history by achieving an 8% year-on-year increase in the number motor vehicles it manufactured, to 331,000. As the highest Corporate Tax payer in Bursa in 2010, OYAK Renault was also Turkey’s 47th highest tax payer. The company ranked 4th in the ISO 500 listing that was prepared according to the business results of 2010 and announced in July 2011. OYAK Renault was also Turkey’s export champion in 2010. Annual Report 2011 OYAK 59 AYAS ENERJİ ÜRETİM VE TİCARET A.Ş. (AYAS Enerji) İSKENDERUN ENERJİ ÜRETİM VE TİC. A.Ş. (İSKEN) Date of Establishment: 2002 OYAK Group’s Participation: 2009 OYAK Group’s Share: 100% Field of Activity: Energy Date of Establishment: 1998 OYAK Group’s Participation: 2004 OYAK Group’s Share: 49.00% Field of Activity: Energy Website: www.isken.com.tr AYAS was established to realize a thermal power plant investment and operate the power plant after the investment was completed. The plant will be coal-fired with a power generation capacity of 625 MW, and is located next to our existing subsidiary, İSKEN, in Adana. As of January 2011, AYAS became a 100% owned subsidiary of OYAK. Founded in 1998 to engage in the generation and sale of electricity, İSKEN is Turkey’s first thermal power plant to operate with imported coal. Realized within the framework of the Build-Operate model and commissioned in Sugözü, İskenderun November 2003, the plant is composed of two units, each with a capacity of 660 MW, and is one of the largest power plants in Turkey. AYAS Enerji was established in 2002 to realize a thermal power plant investment, which will be built next to İSKEN in Yumurtalık, Adana. The thermal plant will be environmentally friendly and operate with high-quality imported coal, and will have an installed capacity of 625 MW, generating about 4.5 billion kWh of electricity per year. It is expected to enter operation in 2016. The company received a license from the Energy Market Regulatory Authority on April 30th, 2009 for a term of 49 years to engage in power generation. OYAK received a 49% stake in the company on December 3rd, 2009. OYAK increased its share in the company to 100% in January 2011 by purchasing the remaining shares. In 2011 OYAK signed a contract for the sale of 50% of its share in AYAS Enerji to AES Entek, a subsidiary jointly established by the Koç Group and AES. OYAK applied to the respective authorities for permission for the transfer of the shares. The Competition Authority accordingly granted approval for the share transfer in March 2012; approval from the Energy Market Regulatory Authority is still pending. The company is also carrying out other projects. 60 Annual Report 2011 OYAK In April 2004, OYAK partnered with İSKEN by receiving the 24% stake of the company held by Evonik Steag GmbH. OYAK’s share in İSKEN rose to 49% after purchasing a further 25% stake from RWE Power AG in October 2004. In 2011, the plant produced a net of 9,076 GWh of electricity, thus meeting 4% of Turkey’s total electricity need. OYAK ELEKTRİK ENERJİSİ TOPTAN SATIŞ A.Ş. (OYAK Enerji) HEKTAŞ TİCARET T.A.Ş. (HEKTAŞ) Date of Establishment: 2002 OYAK Group’s Participation: 2002 OYAK Group’s Share: 100.00% Field of Activity: Electricity wholesale and sale to independent consumers Date of Establishment: 1956 OYAK Group’s Participation: 1963 OYAK Group’s Share: 53.81% Field of Activity: Production and sale of agricultural chemicals and veterinary pharmaceuticals Website: www.hektas.com.tr ISE Stock Code: HEKTS OYAK Enerji was established in 2002 to evaluate investment opportunities in the energy sector. The company was renamed as OYAK Elektrik Enerjisi Toptan Satış A.Ş. in 2009. The Company received a “Wholesale License” from the Energy Market Regulatory Authority on November 11th, 2009. The company did not engage in any activity as no feasible opportunities have yet arisen and as project design efforts are still under way. Founded in 1956 to manufacture and market medical pharmaceuticals, HEKTAŞ began to manufacture and market agricultural chemicals - its current primary field of activity - in 1962. HEKTAŞ, which has been uninterruptedly manufacturing agricultural chemicals since its foundation, HEKTAŞ is one of the most deeply rooted companies in the Turkish agricultural chemicals industry. OYAK partnered with the company in 1963 and became the largest shareholder in 1981. With its shares offered to the public in 1981, HEKTAŞ expanded its product portfolio in 2005 and began to manufacture and market veterinary pharmaceuticals as well. HEKTAŞ is the Turkish distributor of such international companies that are deemed as the largest companies of the global agricultural chemicals industry. The company also manufactures more than 270 agricultural chemicals and more than 40 veterinary pharmaceuticals. Annual Report 2011 OYAK 61 TUKAŞ GIDA SANAYİ VE TİCARET A.Ş. (TUKAŞ) Date of Establishment: 1962 OYAK Group’s Participation: 1967 OYAK Group’s Share: 81.54% Field of Activity: Food Website: www.tukas.com.tr ISE Stock Code: TUKAS Founded in the district of Turgutlu in Manisa in 1962, TUKAŞ was acquired by OYAK in 1967. With some of its shares offered to the public in 1994, TUKAŞ shares began to be traded on the ISE. TUKAŞ purchased another production plant in the district of Manyas in Balıkesir in December 2001 in order to increase its production capacity and was renamed as TUKAŞ Gıda Sanayi ve Ticaret A.Ş. in 2002. TUKAŞ operates factories in İzmir/Torbalı and Balıkesir/Manyas. TUKAŞ produces a wide spectrum of products such as tomato paste, canned products (vegetables, delicatessen products, pulses and ready meals), pickled vegetables, jams, sauces (ketchup, mayonnaise and hot pepper sauce) and frozen products. 2011 was a year of restoration for TUKAŞ. Within the scope of such restoration, the brand was repositioned; the brand face was altered and product segmentation was performed and product packaging was renewed to reflect the new brand face. 62 Annual Report 2011 OYAK Services Group Annual Report 2011 OYAK 63 MAİS MOTORLU ARAÇLAR İMAL VE SATIŞ A.Ş. (MAİS) OMSAN LOJİSTİK A.Ş. (OMSAN) Date of Establishment: 1968 OYAK Group’s Participation: 1968 OYAK Group’s Share: 51.00% Field of Activity: Sale and after-sale services for Renault and Dacia motor vehicles Website: www.renault.com.tr Date of Establishment: 1978 OYAK Group’s Participation: 1978 OYAK Group’s Share: 100.00% Field of Activity: Logistical services, national and international highway, air, sea and rail transport Website: www.omsan.com.tr MAİS was established in 1968 as a 100% owned OYAK subsidiary. In 1993, Renault Group participated in MAİS with a 20% stake. Following the agreement and share transfer between the two parties in 1997, the company’s shareholder structure moved to its present status with OYAK holding 51% of the shares and Renault holding 49% of the shares. OMSAN was established in 1978 as a subsidiary of OYAK Group to engage in the automotive suppliers industry. In subsequent years, the company changed its field of activity and become specialized in the logistics sector. Within the framework of the agreement entered into by and between OYAK and Renault in 2007, DOSSD - the general distributor of Dacia-branded cars in Turkey - joined MAİS. MAİS is the general distributor of Renault and Dacia-branded cars in Turkey. The company’s field of activity is to sell Renault and Dacia cars, to provide after sales services and establish maintenance and repair stations. In addition, MAİS imports Renault and Dacia cars and supplies spare parts and service for these vehicles through its 7 branches and via its nationwide service network. 2011 was a record breaking year for the Turkish automotive market. With its brands, Renault and Dacia, MAİS became the market leader in 2011 in terms of sales of passenger cars and passenger cars + light commercial vehicles. As two of the models from the product portfolio of MAİS, the Symbol was the top seller passenger car in Turkey in 2011, while the Fluence ranked 4th. 64 Annual Report 2011 OYAK In 1982, the company’s activity was changed as national and international transport with an amendment to its articles of incorporation. Formerly titled as OMSAN Uluslararası Nakliyat San. ve Tic. A.Ş., the company was renamed as OMSAN Lojistik A.Ş. in 2001. OMSAN is one of Turkey’s leading and most reputable transportation and logistics companies, able to perform highway, air, sea and rail transport in combination. The company operates 5 subsidiaries and 2 liaison offices in various countries in order to carry out international transportation activities at high standards efficiently and effectively. Moreover, OMSAN established OMSAN Havacılık A.Ş. in May 2008 to engage in air transportation and other activities related to air transportation and OMSAN Denizcilik A.Ş. in July 2008 in order to engage in sea transportation and other activities related to sea transportation. OMSAN HAVACILIK A.Ş. OMSAN DENİZCİLİK A.Ş. Date of Establishment: 2008 OYAK Group’s Participation: 2008 OYAK Group’s Share: 100% Field of Activity: Air transport and other activities related to air transport Website: www.omsan.com.tr/havacilik Date of Establishment: 2008 OYAK Group’s Participation: 2008 OYAK Group’s Share: 100% Field of Activity: Sea transport and other activities related to sea transport Website: www.omsan.com.tr/denizcilik OMSAN Havacılık was established in 2008 as a 100% OMSAN subsidiary to engage in air transport and other activities related to air transport. As of the end of 2011, the company had two Sikorsky helicopters in its fleet which will be used in air taxi transport. The company was granted an air transport (operating) license by the General Directorate of Civil Aviation (GDCA) on January 8th, 2010. OMSAN Denizcilik was established in 2008 as a 100% OMSAN subsidiary to engage in sea transport and other activities related to sea transport. The company continues to provide service in VIP air taxi transport services, which have gained importance throughout the world in recent years. OMSAN Havacılık also provides coordination services in obtaining licenses for the existing helicopter landing areas of OYAK subsidiaries. Since its foundation, OMSAN Denizcilik has been providing service by renting ships in order to meet the sea transport needs of Group companies. Following the efforts to determine the sea transport need of the OYAK Group companies, particularly ERDEMİR and İSDEMİR, the company purchased the dry cargo vessel, Fortuna Express, in 2010. The company carried out its international transport activities with this vessel between January and March 2011, while the vessel was taken into maintenance in April. The vessel has been serving to meet the needs of ERDEMİR Group since May. Annual Report 2011 OYAK 65 OYTAŞ İÇ VE DIŞ TİCARET A.Ş. (OYTAŞ) OYAK SAVUNMA VE GÜVENLİK SİSTEMLERİ A.Ş. Date of Establishment: 1974 OYAK Group’s Participation: 1974 OYAK Group’s Share: 99.49% Field of Activity: Domestic and international trade Website: www.oytas.com.tr Date of Establishment: 2000 OYAK Group’s Participation: 2000 OYAK Group’s Share: 100.00% Field of Activity: Physical and electronic security services Website: www.oyaksgs.com.tr OYTAŞ was initially established in 1974 with the title OYAK Yatırım ve Holding A.Ş., with the purpose of combining the savings of OYAK’s permanent and retired members as well as all Turkish people, and to exploit such savings in reliable areas of investment and to ensure a continuity of relations between retired members and OYAK. In subsequent years, the company was engaged in the sale of motor vehicles, durable goods, spare parts, after-sale services for motor vehicles and retail food. In parallel with its updated field of activity, the company was renamed OYTAŞ İç ve Dış Ticaret A.Ş. in 1985. Established in 2000 with the title, OYAK Güvenlik A.Ş., the company was renamed OYAK Savunma ve Güvenlik Sistemleri A.Ş. (OYAK SGS) in 2002, obtaining the right to provide service according to the private security law no. 2495. In December 2008, the company bought Vize Agrega Asfalt Madencilik Sanayi ve Ticaret A.Ş. in order to exploit new opportunities that may arise in the cement market. The company currently provides consultancy services for the import of solid fuels and the cement-clinker exports of OYAK Group’s cement factories. 66 Annual Report 2011 OYAK The company offers security services to local and foreign enterprises that are seeking high-quality service. The company provides solutions in the transportation of money, documents and valuables, while also offering security with personnel and electronic security systems. Having received an operating license from the Ministry of the Interior to provide training to special security personnel, OYAK SGS has been providing training services since January 2005. OYAK TEKNOLOJİ BİLİŞİM VE KART HİZMETLERİ A.Ş. (OYTEK) OYAK İNŞAAT A.Ş. Date of Establishment: 1967 OYAK Group’s Participation: 2001 OYAK Group’s Share: 99.99% Field of Activity: Technology and information services Website: www.oytek.com.tr Date of Establishment: 1982 OYAK Group’s Participation: 1982 OYAK Group’s Share: 75.00% Field of Activity: Project, construction and installation of buildings Website: www.oyakinsaat.com.tr OYAK Teknoloji was originally established with the title, “YADAŞ Bilgisayar ve Yazılım A.Ş.” in 1967 by the Yaşar family as a Sümerbank subsidiary. The company joined the OYAK Group in 2001 when Sümerbank, which was then under the control of Savings Deposit Insurance Fund, was transferred to OYAK. The company was renamed as OYAK Teknoloji Bilişim ve Kart Hizmetleri A.Ş. in 2002. The company shares held by OYAK Bank were purchased by the OYAK in 2003. OYAK İnşaat was established in 1982 as a 100% owned OYAK subsidiary, primarily to produce cheap and sound homes for OYAK members within the framework of OYAK’s non-compulsory in the area of housing. The primary mission of OYAK Teknoloji is to meet the technological infrastructure and service demands of OYAK Group companies, while the company also works for other companies other than the OYAK Group. A total of 25% of the company’s shares were sold to the Social Security Institution in 1998. The company undertakes project, construction and installation work in all kinds of buildings including homes, hospitals, industrial plants, tourism facilities and military installations. The company has the necessary organization and capacity to implement modern building technologies, such as prefabricated buildings, tunnel formwork and steel construction. In 2011, the company completed the construction works of the OYAKKENT Elementary School with a total of 32 classrooms in OYAKKENT, İkitelli, Istanbul with a capacity of 960 students, which was opened for the 2011-2012 academic year. Meanwhile Temporary admission realized on December 31st, 2011 for the 507 homes in the 2nd stage of the 2nd phase of OYAKKENT, construction work for which started in October 2009. In 2011, the company began construction work on 211 homes as part of the 1st phase and 344 houses of the 2nd phase of ANKARA Eryaman project. Annual Report 2011 OYAK 67 OYAK PAZARLAMA HİZMET VE TURİZM A.Ş. OYAK GİRİŞİM DANIŞMANLIĞI A.Ş. (OYAK GİRİŞİM) Date of Establishment: 1998 OYAK Group’s Participation: 1998 OYAK Group’s Share: 100.00% Field of Activity: Hygiene services and tourism activities Website: www.oyakpazarlama.com.tr Date of Establishment: 2011 OYAK Group’s Participation: 2011 OYAK Group’s Share: 100% Field of Activity: Evaluating investment opportunities OYAK Girişim was established in 2011 as a 100% OYAK subsidiary in order to evaluate new investment opportunities and the investments carried out by Group companies within the framework of the investment policy and strategies of the OYAK Group. Having served under OYAK until 1998, Ordu Pazarları was incorporated into a joint-stock company under the title OYPA in 1998. The company’s commercial activities were terminated in 2002, while its legal entity was maintained in order to take advantage of any opportunities that may arise. The company again entered operation in September 2004 as the hygiene services that had been provided by OYAK Savunma ve Güvenlik Sistemleri A.Ş. until then were assigned to OYAK Pazarlama. Tourism activities and ticket sales were added to the field of activity of OYAK Pazarlama as a result of the company’s merger with OYAK Turizm in late 2004. OYPA still operates in the fields of hygiene services, tourism, gardening and technical services. 68 Annual Report 2011 OYAK Finance Annual Report 2011 OYAK 69 OYAK ANKER BANK GmbH OYAK YATIRIM MENKUL DEĞERLER A.Ş. (OYAK YATIRIM) Date of Establishment: 1958 OYAK Group’s Participation: 1996 OYAK Group’s Share: 100.00% Field of Activity: Banking Website: www.oyakankerbank.de Date of Establishment: 1982 OYAK Group’s Participation: 1982 OYAK Group’s Share: 99.44% Field of Activity: Brokerage and intermediary services in capital markets Website: www.oyakyatirim.com.tr AB Anker Bank was established in 1958. Within the framework of OYAK’s strategy to purchase a bank in Germany, which has a high Turkish population, AB Anker Bank was acquired by Türk Boston Bank (its latter title: OYAK Bank) in 1995. With all of its shares purchased by OYAK from OYAK Bank in August 2004, OYAK Anker Bank (OAB) has since become a direct subsidiary of OYAK. OYAK Menkul Değerler A.Ş., was established in 1982 and became operational in 1984 after receiving the stock brokerage certificate. As a member of the German Banks Association, OAB offers services in retail banking and is specialized especially in financing and mediating international trade activities between Turkey, Germany and other EU countries. Aiming to serve its German and international customers in all aspects of banking with a focus on retail banking, OAB has 4 branches. Having begun to partially offer banking services over the internet in 2010, the bank offered all of its retail banking products to the service of its customer through its internet branch in 2011. In November 2011, a variety of products offered by the Bank were awarded by the magazine, Focus Money, which comparatively analyzes financial and insurance companies based on the information gathered from consumers. The company acquired Yaşar Yatırım in 2001 to strengthen its positions in the securities market and to increase its market share. In 2002, OB Menkul Değerler, a subsidiary of OYAK Bank and OYAK Menkul Değerler, was incorporated to the company in an effort to lower costs and complete transactions in a shorter space of time. The company was later renamed as OYAK Yatırım Menkul Değerler A.Ş. OYAK Yatırım established OYAK Yatırım Ortaklığı A.Ş., in response to the developments in the global and Turkish capital markets in recent years and in order to increase the company’s competitive edge by meeting shifting customer demands and by raising the company’s position in the sector. OYAK Yatırım Ortaklığı A.Ş. was then offered to the public at the end of April 2007. With its employees, who are CMB licensed and specialized in all securities markets, OYAK Yatırım demonstrated a strong performance both in terms of market share and transaction volume in 2011, reaffirming the company’s position as one of the sector’s leading corporations to hold all the licenses granted by the CMB. By leading in two of the nine public offerings that took place in 2011 through book building, the company accounted for the highest number of leading public offerings in 2011. The company was also a co-leader of a bond issuance. 70 Annual Report 2011 OYAK ORFİN FİNANSMAN A.Ş. (ORFİN) Date of Establishment: 2011 OYAK Group’s Participation: 2011 OYAK Group’s Share: 50% Field of Activity: Exploiting consumer financing opportunities for the sale of Renault and Dacia-branded automobiles ORFİN Finansman A.Ş. was established with a 50-50% partnership between OYAK and RCI Banque SA to facilitate the sale of Renault and Dacia-branded automobiles by primarily exploiting consumer financing opportunities. ORFİN obtained its establishment license from the Banking Regulation and Supervision Agency (BRSA) in November 2011. The registration procedure for the company’s establishment was completed in December. Efforts are still under way for the receipt of the operating license from BRSA, which the company requires to begin its operations. Annual Report 2011 OYAK 71 Contact OYAK Ziya Gökalp Caddesi No: 64 06600 Kurtuluş/ANKARA TURKEY Tel Fax 72 +90 312 415 6000 +90 312 432 2705 Annual Report 2011 OYAK