ANNUAL REPORT 2018 CONTENTS CONTENTS 1 Key Financial Metrics 2018 3 2 Chairman & CEO Letter 10 3 Mavi Brand Highlights 15 4 Mavi Strategy And Business Overview 17 5 The Power of Being a Denim Focused Lifestyle Brand 19 6 World-Class Products And Well-Segmented Ranges 23 7 Multi-Channel Execution With Retail, International and Online As Key Growth Drivers 35 8 Customer Centric Communication Strategy 51 9 Strong Management & Organization Culture 63 10 Sustainability 69 11 Corporate Governance 83 Corporate Compliance Report 83 Legal Disclosures 97 Board of Directors 100 Executive Management 101 Organizational Chart and Changes During the Reporting Term 101 Board of Directors' Assesments 102 Risk Management, Internal Control Systems and Audit 103 Financial Tables Responsibility Statement 107 Responsibility Statement For The Annual Report 108 12 Auditors Report & Consolidated Financial Statements 109 13 General Assembly 203 Ordinary General Assembly Meeting Agenda 203 Dividend Distribution Policy 211 Dividend Distribution Proposal 213 Dividend Distribution Table 214 Independent Auditor's Report Related To Annual Report 214 1 KEY FINANCIAL METRICS 2018 1. KEY FINANCIAL METRICS 2018 Financial Performance REVENUE (million TL) EBITDA (million TL) 32% 46% 36% 48% 24% 30% 1,053 1,308 1,782 2,353 131 170 252 367 2015 2016 2017 2018 2015 2016 2017 2018 NET INCOME (million TL) NET DEBT (million TL) 0.6x 1.0x 0.4x 0.3x Net debt/EBITDA 12% 74% 55% 1441 1001 33 52 90 101 78 178 112 109 2015 2016 2017 2018 2015 2016 2017 2018 1 Net income in would have improved 44% in FY18 excluding the fx gain/loss impact 2 3 KEY FINANCIAL METRICS 2018 CONSOLIDATED GLOBAL FIGURES E-Com 78 million TL Turkey Europe 103% Growth Retail stores: 300 Retail stores: 3 Wholesale Average store size: 498 Wholesale doors: c.1,700 743 million TL Franchise stores: 72 Employee: 85 33% Growth Wholesale doors: c.450 Employee: 3,588 Retail 1.5 billion TL US Canada 29% Growth Wholesale doors: c.1,350 Retail stores: 3 2018 Consolidated Channel Shares Employee: 62 Wholesale doors: c.1,650 2018 Consolidated Channel Growth Employee: 64 372 55 c.5,500 Russia Rest of the World Mono-Brand Mono-Brand Points of Stores Stores Sale Retail stores: 14 Franchise stores: 19 Turkey International Global Franchise stores: 16 Wholesale doors: 27 Wholesale doors: c.122 Employee: 112 4 5 KEY FINANCIAL METRICS 2018 CONSOLIDATED GLOBAL HIGHLIGHTS 2.4 billion TL revenue. 81% Turkey, 19% International revenue 35 countries 427 monobrand stores c.5,500 points of sale 13 net new store openings 29% retail revenue growth 103% e-com revenue growth 33% wholesale revenue growth 3,911 employees c.80% local sourcing, 120+ global suppliers c.9.6 million denim sold globally 6 7 KEY FINANCIAL METRICS 2018 MAVI TURKEY PERFORMANCE REVENUE (million TL) 300 retail, 72 franchise stores, c.450 wholesale doors 32% 30% 13 net store openings 21% 149k sqm total selling space, avarage 498 sqm per store 22.5% like for like (LFL) growth 926 1,121 1,453 1,915 37% women, 63% men 2015 2016 2017 2018 44% denim, 56% lifestyle (TL-value) E-Com 43 million TL 92% Growth 7.3 milyon loyalty card holders Wholesale 5.3m active for the last 2 years 401 million TL 1.1m new customers acquired in Turkey 35% Growth +20%1 Market Share Retail 1,5 billion TL 30% Growth 2018 TR Channel Shares 2018 TR Channel Growth 1 Euromonitor International, March 2019. 8 9 CHAIRMAN & CEO LETTERS LETTER FROM THE CHAIRMAN Ersin Akarlılar We have already left behind the second year since Mavi’s initial public ofering. In line with our sustainable strategies enterprises in Turkey by Fortune and number one among denim brands. in Turkey and the international markets, we continued to demonstrate strong performance across all retail, wholesale and e-commerce channels. 2018 was a year of macroeconomic fluctuations on a global and regional scale with We will continue to maintain omnichannel communications that constantly keep brand excitement relevant by significant impact on the real economy. With our leading position in the Turkish denim market, the driving force of managing growth accurately. We will prioritize technology and human resource investments that ensure concurrent our brand, our strong financial structure and the customers’ continued interest in Mavi, we were able to close the development of retail and e-commerce in order to further perfect the shopping experience of our customers. We year with growth beyond our targets. The financial results of a challenging year like 2018 confirm the efciency of are delighted to share this vision with our local and international teams that collaborate increasingly closer to reach the strong brand positioning that Mavi has maintained for 27 years and its strategy of being a company that grows common goals. with its brand values: Our consolidated revenues increased 32 percent year on year and reached TL 2.4 billion as we posted TL 101 million in net profit with a 12 percent increase. High quality, accurate pricing and efective inventory In a nutshell, Mavi begins 2019 and continues on its path of strengthening its image as a trusted and consistent and cash flow management resulted in a 46 percent increase in EBITDA. Meanwhile, EBITDA margin rose from 14.1 company with integrity and a brand that people feel close to and find something of their own at every touchpoint percent to 15.6 percent. that bears its logo, from the products introduced to the market to the services provided to the customer. This path entails fulfilling the responsibilities of being a lasting leader in denim as its main category, and requires Mavi to We were able to preserve our financial structure thanks to the risk policies implemented by our competent always stay relevant, reflect the present and be aware of how to adapt to each and every innovation and to remain management team and the swift and correct decisions we made by considering long-term goals. Operational an exemplary company. I believe that we will continue to achieve this by staying loyal to our customers without efciency, precise planning and making decisions by constantly updating investments certainly played an important waiting for their loyalty, by listening to them more closely using every possible means and by acting in line with the role in these results. We focused on the highest sales potential while opening new stores and expanded the most “Happiest Mavi Customer” principle. The fact that our customers’ trust in Mavi stayed strong in 2018 and that we efcient ones among the existing stores. Building on the positive efect of our international operations that yield attained our target of acquiring one million new customers each year also supports this belief. hard currency became our priority as our global e-commerce revenues increased by 103 percent and foreign e-commerce revenues by 118 percent. I would like to thank our team, customers, shareholders, dealers and business partners once again for making our success sustainable across Mavi’s strong and committed brand journey of 27 years and ensuring that we always At Mavi, we have an established corporate risk management system, led by the Early Detection of Risk Committee move forward together. and coordinated by the Internal Audit Department, which hit the ground running from the moment we formed it last year. Monitoring the major risks with action plans was among the top priorities of the Board throughout the year. The innovations that we introduced in our denim and lifestyle collections brought positive results in both men’s and women’s as we sold 9.6 million pairs of jeans worldwide in 2018. We continued to efectively implement our strategy of ofering the right product at the right price, which enabled us to improve customer loyalty and basket size, allowing us to achieve 22.5 percent LFL growth. The planning activities that we carried out across all functions with a flexible supply chain and efective inventory management also lead to improved sell-through and markdown performance. In all the projects that we launched in 2018 and across all communication channels, we aimed to instill a new vision in our customers and our team and to add value and newness to their lives. Aware of our responsibilities toward humans, nature and the environment, we acted together with the dynamic Turkish youth. Being one of the most preferred employers for women in Turkey is as exciting as the several awards we received. Becoming the best brand of the textiles and apparel industry in the “Robust Brands” survey of Marketing Türkiye based on quality and resilience measurements, winning the best IPO award by Emea Finance, and being recognized as the most honored company by Institutional Investor, were developments that boosted our motivation. Mavi closed 2018 at 101st place in the apparel category according to a survey by Turkish Exporters Assembly, ranking 134th in the largest 10 11 CHAIRMAN & CEO LETTERS gross profit increased by 33 percent, resulting in a margin increase of 40 basis points year on year. We leveraged the benefits of having a local sourcing capability of 80 percent and managed a very fluid capacity planning with LETTER suppliers. It is worth noting that internal audit mechanisms that we continued to strengthen with a responsible procurement approach proved to be highly productive in maintaining our targeted product quality levels. FROM THE With the looming economic uncertainty in Turkey, one of the changes we had to bring to the table was in the area of new store openings. In 2018, we focused on opening and expanding stores that yielded the utmost return. We ended the year by opening 13 new stores and expanding 10 stores in Turkey.