OVERVIEW From the past to the future CORPORATE GOVERNANCE CORPORATE OTOKAR 2017 ANNUAL REPORT CONTENTS 2 MESSAGE FROM THE CHAIRMAN OF THE BOARD 4 ABOUT 6 OTOKAR IN NUMBERS 8 SUMMARY FINANCIAL INFORMATION 10 AREAS OF OPERATION 12 MILESTONES 14 HIGHLIGHTS OF 2017 18 GENERAL ASSEMBLY 38 COMMERCIAL VEHICLES - PASSENGER TRANSPORTATION 40 COMMERCIAL VEHICLES - CARGO TRANSPORTATION 42 DEFENSE INDUSTRY 45 R&D ACTIVITIES 46 CREATING VALUE FOR STAKEHOLDERS 48 SUSTAINABILITY 50 HUMAN RESOURCES 52 INVESTOR RELATIONS 54 DIGITAL TRANSFORMATION 55 FUTURE 58 CORPORATE GOVERNANCE 80 REPORTS AND FINANCIAL STATEMENTS 147 INFORMATION DOCUMENT 152 GLOSSARY OVERVIEW From the past to the future We set off to do the unthinkable, to achieve the impossible. In the journey we embarked on with determination, we successfully paced the roads of GOVERNANCE CORPORATE more than sixty countries across f ive continents. Today, we continue to bring our strength of using both our designs and technology from one corner of the world to another. As we take our leadership into the future, we will keep opening new horizons for our users, empowered by evolving technologies. OTOKAR 2017 ANNUAL REPORT MESSAGE FROM THE CHAIRMAN OF THE BOARD OTOKAR CONTINUED ITS SUSTAINABLE GROWTH IN 2017, INCREASING ITS TURNOVER BY 9 PERCENT TO REACH TL 1.79 BILLION. Esteemed shareholders, business industry. I need to proudly say that partners and employees, Otokar has maintained its sustainable growth in 2017 and reached TL 1.79 The world economy, which showed billion in turnover with an increase of significantly low growth in the 9 percent. The share of exports in aftermath of the global crisis in turnover rose to 31 percent. 2008, started to recover in 2017 and performed better compared with The geopolitical developments of previous years. Accelerated growth the recent years have also increased in developed and emerging countries the needs and desire of emerging played an important role in this countries in particular to own their own performance. Commerce started to technologies in the defense industry. liven up with growing confidence in Some of the world’s leading armored the economy both in Turkey and also vehicle markets including United Arab across the world and Turkish economy Emirates, Saudi Arabia, Turkey and began to show better performance India are countries that have set goals than expected in 2017. in this respect. In this light, the most significant development of the year in Positive developments in the economy the defense industry was undoubtedly have also manifested in the fields came from Otokar, which signed where we operate. We are proud and Turkey’s largest export deal for a single happy to leave behind a successful defense item in 2017. Otokar has taken year when Otokar maintained its the first step in technology transfer in leadership in the bus segment and the defense industry by establishing Al took important steps in the defense Jasoor company with its local partner 2 OTOKAR 2017 ANNUAL REPORT in the United Arab Emirates last year. vehicles and has continued to with fully owned intellectual property Al Jasoor signed an agreement worth strengthen its position in the growing rights that completely meet customer USD 661 million to meet the 8x8 European bus market. Otokar’s expectations and our main objectives armored vehicle requirement of the vehicle park reached 2,500 levels in are to help our company to grow, United Arab Emirates Armed Forces, target markets including France, Italy improve the life standards of new and with this deal Otokar expanded and Spain and rose to 500 levels in generations, contribute to establishing the scope of its export activities with the Balkans. In 2017, the company peace and security around the world technology transfer. exported its Kent articulated bus to and support national economy as well Italy, Serbia and Spain for the first time. as community’s development. With The movement toward becoming more the adoption of the United Nations national and domestic in production In the domestic market, Otokar Sustainable Development Goals, continued to gain ground in Turkey with retained its title as Turkey’s most we have concentrated our activities OVERVIEW the aim of gaining higher technological preferred bus brand. Last year, 1 out in this direction. Otokar has also competence. Original products with of every 3 buses sold in Turkey was been listed in the BIST Sustainability advanced technology have started to Otokar branded. Continuing its claim Index as a result of its endeavors serve the Turkish Armed Forces. Last in the field of logistical vehicles, Otokar towards sustainable development in year, Otokar’s Cobra II armored vehicle increased its light truck sales above 2017 as in previous years. We aim at was preferred for border surveillance market growth, reaching a market sustaining this success in the coming GENERAL ASSEMBLY missions of Turkish Land Forces. share of 11 percent. Otokar aims to years by continuing to work without maintain its leadership in the Turkish compromising our development We saw important developments in bus market next year as well, with targets centered on environment, 2017 regarding the Altay Main Battle further goals to increase its market people and community. Tank, one of the most important share with newly developed products elements of the national defense and and strengthen its current position As we leave behind a successful year the biggest land systems project of in exports. Otokar’s commitment to when we attained our growth and OTOKAR IN 2017 the defense industry. Qualification and R&D plays an important role in these profitability targets, we anticipate the acceptance tests of the prototypes accomplishments. Otokar allocates world economy to continue on its way produced within the scope of the an average of 4 percent of its turnover out of the crisis and an environment in project were successfully completed in for R&D expenditures every year to which growth rates will increase. We February 2017. Following the inspection meet the needs and expectations of are confident that Otokar will continue and approval of Technical Data its customers in the best and fastest onward to maintain its successful trend GOVERNANCE CORPORATE Package (TVP) by the Undersecretariat manner. Having launched many firsts in and introduce innovations. for Defense Industries, Phase I will Turkey, Otokar will continue to work on be completed. On 16 November developing alternative fuelled vehicles I would like to express my heartfelt 2017, Otokar submitted its serial and in particular a 12-meter electric gratitude to all of our shareholders production offer for the tender that the bus for inner city transportation. and customers for their confidence in Undersecretariat for Defense Industries our company and thank our business opened. With the most advanced Technological transformation, which partners and employees for their STATEMENTS FINANCIAL technology and R&D capabilities in includes applications such as Industry contributions and efforts that bring land vehicles for defense industry, 4.0, is also forcing the conventional us success. I hope that 2018 will be a Otokar is the only national land vehicles order and production approach in beneficial year for our company, our manufacturer and the only company the world to change. Otokar carries Group and our country. able to meet the needs of our Armed out extensive digital transformation Forces for national battle tanks. Otokar activities to use the right technologies is ready to take on the serial production efficiently and effectively during this of the national battle tank project, time of change. These activities will which will contribute significantly to enable us to differentiate our company NOTES our country’s ability to defend against in terms of both technology and also Ali Y. Koç internal and external threats and gain qualified human resource. Chairman even more power in the region. We are focused on operational Otokar maintains its goal of becoming excellence with a business model a global player not only in the defense based on developing innovative and industry but also in commercial environmentally friendly products 3 OTOKAR 2017 ANNUAL REPORT About Otokar was established in 1963 at a time buses, light trucks and semitrailers when industrialisation and modernisation in the commercial vehicles segment, initiatives were being launched in Turkey and a variety of tactical wheeled and to produce the first intercity buses of the tracked armored vehicles and turret country. The Company, which started systems for the defense industry. As its operations with bus and minibus the leader and largest private capital production, became part of the Koç company in the defense industry, Group in 1976, and decided to specialise Otokar maintains its strong position in in other business areas in addition to the sector. A part of the Koç Group, mass transportation vehicles. Along with the Company operates at the Sakarya the on-going production of buses and plant, offering its clients tailored minibuses, Otokar began manufacturing solutions with its technologies, designs vehicles for defense industry in 1987, and and applications. produced Turkey’s first tactical wheeled armored vehicle in the 1990s. Otokar maintains its title as the best selling bus brand in Turkey with a Today, as Turkey’s leading manufacturer broad product offering that includes of commercial vehicles and defense buses ranging from 7 meters to 18.75 industry products, Otokar produces meters for passenger transportation. 4 OTOKAR 2017 ANNUAL REPORT solutions with refrigerated trailers for food transportation. Meanwhile Atlas, a light truck with 8.5-ton provisional Vision weight capacity is manufactured under OVERVIEW license. OTOKAR’S VISION Otokar stands apart with its expertise IS TO PRESERVE in the design, development and THE LOCAL AND system integration of all kinds of NATIONAL IDENTITY vehicles and platforms in the field of OF ITS PRODUCTS GENERAL ASSEMBLY land vehicles for the defense industry.