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CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITORS’ REPORT RELATED TO ANNUAL REPORT ORIGINALLY ISSUED IN TURKISH To the Board of Directors of Katmerciler Araçüstü Ekipman Sanayi ve Ticaret A.Ş. , Report On The Audit Of Board Of Directors’ Annual Report Based On The Standards On Auditing Which Is A Component Of The Turkish Auditing Standards Published By The Public Oversight Accounting And Auditing Standards Authority (“POA”) We have audited the accompanying annual report of Katmerciler Araçüstü Ekipman Sanayi ve Ticaret Anonim Şirketi (“the Company”) and its subsidiaries (collectively referred to as “the Group”), for the year ended 31 December 2016. Board of Directors’ Responsibility for the Annual Report Pursuant to the article 514 of the Turkish Commercial Code numbered 6102 (“TCC”) and Communiqué on the Principles of Financial Reporting In Capital Markets numbered II – 14.1 (“Communiqué”), management is responsible for the preparation of the annual report fairly and consistent with the consolidated financial statements and for such internal control as management determines is necessary to enable the preparation of such annual report. Auditors’ Responsibility Our responsibility is to express an opinion on the Group’s annual report based on our audit in accordance with article 397 of the TCC and Communiqué whether the financial information included in the accompanying annual report is consistent with the audited consolidated financial statements expressed in the auditor’s report of the Group dated 6 March 2017 and provides fair presentation. Our audit has been conducted in accordance with the Standards on Auditing which is a component of the Turkish Auditing Standards (“TAS”) published by the POA. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial information included in the annual report is consistent with the consolidated financial statements and provide fair presentation. An audit also includes performing audit procedures in order to obtain audit evidence about the historical financial information. The procedures selected depend on the auditor’s judgement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial information included in the annual report is consistent, in all material respects, with the audited consolidated financial statements and provides a fair presentation. Report on Other Regulatory Requirements 1) In accordance with the third clause of the article 402 of TCC, no material issue has come to our attention that shall be reported about the Group’s ability to continue as a going concern in accordance with TAS 570 Going Concern. AC İSTANBUL ULUSLARARASI BAĞIMSIZ DENETİM VE SMMM A.Ş. Member of ENTERPRISE WORLDWIDE Cemal ÖZTÜRK, CPA Partner İstanbul, 13 March 2017 01 JANUARY 2016 – 31 DECEMBER 2016 ANNUAL REPORT Sayfa No:0 01 JANUARY – 31 DECEMBER 2016 ANNUAL REPORT CONTENTS 1. GENERAL INFORMATIONS, PARTNERSHIP STRUCTURE, BOARD MEMBERS AND SHARE PERFORMANCE ............................................................................................................................... 2 2. HUMAN RESOURCE POLICY, EMPLOYEE STATUS AND ORGANIZATIONAL STRUCTURE ................... 3 3. COMMITTEES ORGANIZED BY BOARD MEMBERS AND SENIOR EXECUTIVE .................................... 5 4. FINANCIAL BENEFITS TO BOARD OF DIRECTORS AND EXECUTIVES ................................................ 6 5. CHANGES AND REASONS OF THE ARTICLES OF ASSOCIATION WITHIN THE PERIOD ........................ 6 6. QUALIFICATION AND AMOUNT OF CAPITAL MARKET INSTRUMENTS ISSUED IN THE PERIOD ......... 6 7. RESEARCH AND DEVELOPMENT ACTIVITIES .................................................................................. 6 8. COMPANY ACTIVITIES AND SIGNIFICANT DEVELOPMENTS RELATED TO ACTIVITIES ....................... 7 9. PRODUCTION AND SALES QUANTITIES ......................................................................................... 9 10. FINANCIAL POSITION AND ANNUAL PERFORMANCE ................................................................. 10 11. DIVIDEND POLICY .................................................................................................................... 12 12. FINANCIAL RESOURCES AND RISK MANAGEMENT POLICIES ...................................................... 12 13. FORECASTS REGARDING THE DEVELOPMENT OF THE COMPANY ............................................... 13 14. DECENTRALIZED ORGANIZATIONS............................................................................................ 13 15. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT ................................................. 13 Sayfa No:1 01 JANUARY – 31 DECEMBER 2016 ANNUAL REPORT 1. GENERAL INFORMATIONS, PARTNERSHIP STRUCTURE, BOARD MEMBERS AND SHARE PERFORMANCE Reporting Period : 01.01.2016 - 31.12.2016 Company Title : Katmerciler Araç Üstü Ekipman Sanayi ve Ticaret A.Ş. Trade Register Number : Merkez 64547 - K - 3164 Mersis No : 0-5280-0425-100018 Headquarters Address : 10032 Sk. No:10 A.O.S.B. Çiğli - İzmir Kızılırmak Mah. 1445 Cad.No:2B/82 The Pragon İş Mrk. Ankara Branch Address : Çukurambar Çankaya / Ankara Ankara Başkent OSB Production Branch : Malıköy Mah.23.Cad.No:3 Sincan Ankara Address Küçükbakkalköy Mahallesi, Küçük Setli Sokak, İstanbul Branch Address : Denge Panaroma No: 5/9 D:24 Ataşehir İstanbul Website : www.katmerciler.com.tr E-mail : [email protected] Capital : 25.000.000 TL Paid-in Capital : 25.000.000 TL Company’s partnership structure is as follows and İsmail Katmerci is the ultimate shareholder with his 46.11% share. Shareholders Share Amount (TL) Share Rate (%) İsmail Katmerci 11.528.333 46,11 Halka Açık Kısım 9.071.667 36,29 Mehmet Katmerci 1.100.000 4,40 Furkan Katmerci 1.100.000 4,40 Havva Katmerci 1.100.000 4,40 Ayşenur Çobanoğlu 1.100.000 4,40 Total 25.000.000 100,00 Explanations on privileged shares and voting rights: A group shares amounting to TL 2.000.000 nominal value has right to nominate for the Board of Directors. Each share amounting to TL 1 nominal value has one vote right. Board of Directors: Board Members has been elected for three (3) years at the 30 June 2016 dated Ordinary General Assembly Meeting and were registered on 14 July 2016 and announced on 20.07.2016 dated and 9119 numbered Turkish Trade Registry Gazette. Board Member’s duty term is shown as below however their resumes are not disclosed here because disclosed in Corporate Governance Principles Compliance Report. Name Surname Title Duty Term İsmail Katmerci Chairman Of The Board 14.07.2016 14.07.2019 Mehmet Katmerci Vice President, General Manager 14.07.2016 14.07.2019 Oğuz Kağan Yüksel Board Member 14.07.2016 14.07.2019 Osman Nuri Filiz Independent Board Member 14.07.2016 14.07.2019 İbrahim Reyhan Özal Independent Board Member 14.07.2016 14.07.2019 Sayfa No:2 01 JANUARY – 31 DECEMBER 2016 ANNUAL REPORT Authorities and Responsibilities of Board Members : The authorities and responsibilities of the Board Members are determined in accordance with Articles 10, 11 and 12 of the Company's Articles of Association. The movements of the share prices within the period : Each lot of Company shares which are traded in main market of İstanbul Stock Exchange (ISE) were traded amounting to TL 5,20 at lowest and amounting to TL 9,07 at highest within the period of 1 January 2016 - 31 December 2016. The market value of the Company was realized as amounting to TL 183.000.000 according to TL 7,32 closing price. The development of the market value of the Company's shares during the period 01.01.2016 - 31.12.2016 is shown as below. Katmerciler Market Value Graph (TL 1000) 2. HUMAN RESOURCE POLICY, EMPLOYEE STATUS AND ORGANIZATIONAL STRUCTURE Human Resource Policy The Company has adopted and implemented polices stated as below ; Providing an efficient and safe working environment to ensure that our employees are proud of our company, Providing continuous training and self-improvement opportunities, Protecting the pecuniary and non-pecuniary rights of our employees, Planning a good career and bringing existing potential to the top level, Implementing transparent and open management policy, Improving and enhancing human resource policies continuously, Protecting and providing equal opportunity among employees, Programming and implementation of production tools, equipment and control and supervision of employees to ensure Job Safety, Preventing work accidents and occupational diseases, Sayfa No:3 01 JANUARY – 31 DECEMBER 2016 ANNUAL REPORT Organizational Structure Finance Manager Financial Accounting Accounting Cheif Coor. Manager Management Human Resources Representative Chief Procurement Manager Elec. & Electronic Manager IT Manager International Project Trade Coor. Manager Production Logistics and Institution Investor Planning Manager Operation Management Relations Manager Commitee Overseas Sales Director North Africa Area Board of Executive General Manager Directors Booard Manager R&D Manager Overseas Area Audit Commitee Executive Sales Manager Assistant Private Sale s Manager Overseas Area Early Detection of Sales Manager Risk Commitee Ankara Factory Manager Ankara Area Manager Domestic Sales Manager Marmara Area Manager Project Design Manager Quality & Quality Contol OversalesTechnical Service Manager Cheif Production Assistant Manager Production Production Cheif Manager Dyehouse Cheif Employee
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