COMPANY & SERVICES CATALOGUE 2020 COMPANY INFORMATION

Profinstance Advisory & Training Services provides project finance, public private partnership, corporate finance, financial modelling and financial management services to Corporate Sponsors, Financial Institutions and Governmental Agencies in , CIS, MENA, and Eastern Europe for infrastructure, energy, hospitality and transportation sectors.

Profinstance Project Finance Advisory & Training Services current work focuses on increasing project financing capability & model development in Turkey & surrounding regions, supporting renewable energy & energy efficiency development & financing in Turkey, establishing world-class university courses & training programs in theoretical & practical project finance fields, supporting infrastructural development of Turkey & surrounding regions along with up to date civil engineering practices in global contract management procedures & fund sourcing. The focal point is sharing expertise in project financing to financial institutions & sponsors in auxiliary financial and project finance practices.

Profinstance team is composed of 2 Executives, 2 Management & Project Financier Staff and 5 Project Management Business Consultants, working on assignments and projects in Turkey, CIS, Eastern Europe and MENA. Profinstance Advisory & Training Services also provides expert & professional outsource project finance, public private partnership, corporate finance, modelling and financial management services to well known international technical, social & environmental, financial advisory service companies.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 1 COMPANY INFORMATION

Sustainable Infrastructure Project Finance & Finance Advisory Fundraising Advisory AUXILARY ADVISORY SERVICES - Technical Due Diligence - Legal Due Diligence - Tax Due Diligence - M&A and Restructuring Advisory - Environmental & Social Due Diligence Corporate Finance & Public - Private - Partnership Financial Modelling Structuring Advisory Advisory

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 2 ADVISORY SERVICES

PROFINSTANCE

Public Private Project Project Finance Corporate Finance Partnership Management

Technical Financial Financial PPP Financing Arrangement Advisory Management

Financial Construction Due Diligence Legal Support Modelling & Management Valuation

Financial Modelling Contract Operation Derivatives Management Management

Monitoring PPP Program and Contract Project Management Assessment and Structuring Restructuring

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 3 ADVISORY SERVICES

TO FINANCIAL INSTITUTIONS ▪ Project Finance Structuring Services ▪ Project Finance Structure Appointment Services ▪ Public – Private – Partnership Modelled Structuring Services ▪ Feasibility / Project Finance Modelling Services ▪ Project Finance Monitoring Services ▪ Project Management Services ▪ Technical Due Diligence Services (Construction & Operation) ▪ Social & Environmental Due Diligence Services (Construction & Operation) ▪ Project Finance Legal Support ▪ Project Operational Efficiency Due Diligence Services ▪ Project Agreement Technical& Financial Due Diligence Services ▪ Project Finance / PPP / Sustainable Infrastructure Finance Training Services ▪ Project Financier Human Resources Services

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 4 ADVISORY SERVICES

TO SPONSORS – Corporate Sponsors & Governments ▪ Project Finance & Corporate Finance & Banking Products Arrangement Services ▪ Project Finance & Corporate Finance Fundraising Services ▪ Project Finance Structure Appointment Services ▪ Feasibility / Project Finance Modelling Services ▪ Project Finance Monitoring Services ▪ Disbursement Management & Credit Control Services ▪ Technical Due Diligence Services (Construction & Operation) ▪ Social & Environment Due Diligence Services (Construction & Operation) ▪ Project Finance Legal Support ▪ Project Agreement Technical Due Diligence Services ▪ Governmental Authorities Public- Private – Partnership Advisory Services ▪ Project Finance / PPP / Sustainable Infrastructure Finance Training Services ▪ Project Financier Human Resources Services

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 5 PROJECT LIFE CYCLE SERVICES

DEVELOPMENT CONSTRUCTION OPERATION PHASE PHASE PHASE

▪ forming project structure ▪ financial monitoring ▪ monitoring operational ▪ project due dilligence ▪ technical monitoring efficiency ▪ project risk analysis ▪ contract management ▪ financial monitoring ▪ feasibility studies and ▪ disbursement advisory ▪ refinancing and financial modelling ▪ project developer/ restructuring ▪ optimizing financing contractor/ ▪ operational financial structure subcontractor modelling ▪ arranging financing procurement ▪ facility management ▪ negotitation and financial advisory closure

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 6 SELECTED CONTRACTUAL ADVISORY ASSIGNMENTS

Commencement Assignment name/& brief description Name of Client & Country Role on the Assignment Date of main deliverables/outputs of Assignment

15.02.2020 – Financial Restructuring Financial 5 Lenders Acting as Consultant, cash flow controls, financial Current Model Consultancy represented by Credit analysis, credit agreement monitoring, restructuring Agent Garanti-BBVA Bank financial model development and business model - Turkey financial model conciliation is performed for a loan amount of a 250 million USD loan portfolio 01.03.2020- Project Finance & Technical Advisory Emlak Katılım, Ziraat Acting as Project Leader for a team of wind Current for 1 Wind Power Plant Project Katılım, Vakıf Katılım, assessment, wind technical advisory and construction Turkey technical advisory engineers providing managerial level project finance and project management advisory on new WPP development projects of a Turkish Corporate around 100 MW

01.11.2019- Policy & Structure Advisory for Car Selected municipality in Forming a workable PPP structure and project Current Park PPP Structures Turkey alignment with stakeholders, to create a bankable PPP structure for Car Park Projects Confidential MENA Country

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 7 SELECTED CONTRACTUAL ADVISORY ASSIGNMENTS

Commencement Assignment name/& brief description Name of Client & Country Role on the Assignment Date of main deliverables/outputs of Assignment

01.10.2019 – Financial Restructuring Financial 25 Bank Lenders Acting as Consultant, cash flow controls, financial Current Model Consultancy represented by Credit analysis, credit agreement monitoring, restructuring Agent Garanti-BBVA Bank financial model development and business model - Turkey financial model conciliation is performed for a loan amount of 1 billion TL, incorporating 25 and financial institutions for a corporate in sector. 01.10.2019 – Business Development Advisory Confidential Irrigation, pump station, hydropower, wastewater Current project development & financing for Corporates in Turkey in Uzbekistan

01.08.2019 – Project Finance & Technical Advisory Industrial and Commercial Acting as Project Leader for a team of wind 01.03.2020 for 2 Wind Power Plant Projects Bank of China, Turkey assessment, wind technical advisory and construction technical advisory engineers providing managerial level project finance and project management advisory on new WPP development projects of a Turkish Corporate around 100 MW

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 7 SELECTED CONTRACTUAL ADVISORY ASSIGNMENTS

Commencement Assignment name/& brief description of main Name of Client & Role on the Assignment Date deliverables/outputs Country of Assignment

01.03.2019 - Project Finance & Project Management European Bank of Acting as Project Leader for a team of 5 and 31.12.2019 Advisory for 5 Public – Private – Partnership Reconstruction & providing managerial level project finance and Model Funded Hospital Projects: Development – project management advisory on Public-Private- • Etlik Public Private Partnership Model EBRD, Turkey Partnership modelled hospitals funded by EBRD Funded Hospital Complex acting as a PM office for EBRD in liaison with • Izmir Public Private Partnership Model SPV, EPC and LTA Management teams. Funded Hospital Complex • Kocaeli Public Private Partnership Model Funded Hospital Complex • Konya Public Private Partnership Model Funded Hospital Complex • Gaziantep Public Private Partnership Model Funded Hospital Complex 15.12.2018- Consultancy & Model Development & Training ISTAC – Waste Assignment included top level advisory in terms Current for Financing Waste Management & Waste- Management of feasibility studies, model development, Energy projects Company of funding sourcing, international project financing, Municipality World Bank procedures & principles and public- private-partnership model waste management project development for municipalities

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 8 SELECTED CONTRACTUAL TRAINING ASSIGNMENTS

Commencement Assignment name/& brief Name of Client & Country Role on the Assignment Date description of main of Assignment deliverables/outputs 2018 -2020 Project Finance & Sustainablity Nurol Holding, Turkey Trainings related with global and local practices in Finance Trainings for Corporates Demir Export, Turkey Project Finance, Sustainability Finance including and Financial Instutuitions in ICBC, Turkey Financial, Legal, Technical & Modelling Topics Turkey Odeabank, Turkey

15.12.2018- Consultancy & Model ISTAC – Waste Assignment included top level advisory in terms of Current Development & Training for Management Company of feasibility studies, model development, funding sourcing, Financing Waste Management & Istanbul Municipality international project financing, World Bank procedures & Waste-Energy projects principles and public-private-partnership model waste management project development for municipalities

25.01.2019 – Training for Highway& PPP Experts LTD Assignment included top level training in terms of 08.02.2019 Transportation Ministry, Ministry International Project Financing & Public-Private- of Finance, PPP Unit of Partnership Models and Transportation & Motorway Bangladesh Project Finance Models and Turkey’s Experience

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 9 SELECTIVE REFERENCES of EXECUTIVES- Infrastructure

EURASIA TUNNEL YAVUZ SULTAN SELİM GEBZE- İZMİR HIGHWAY BRIDGE

Transportation Transportation Transportation

1.3 Billion USD 2.3 Billion USD 7.4 Billion USD

Treasury Guaranteed GDH* Guaranteed GDH* Guaranteed PPP financing PPP financing PPP financing

* General Directorate of Highways (Karayolları Genel Müdürlüğü) * General Directorate of Highways (Karayolları Genel Müdürlüğü)

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 10 SELECTIVE REFERENCES of EXECUTIVES- - Infrastructure

İZMİR INTERNATIONAL MERSİN PORT ETLİK HOSPITAL AIRPORT

Transportation Transportation Infrastructure

250 Million EUR 750 Million USD 1.1 Billion EUR

Project finance Project finance MOH* Guaranteed PPP financing

* Ministry of Health (Türkiye Cumhuriyeti Sağlık Bakanlığı)

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 11 SELECTIVE REFERENCES of EXECUTIVES – Real Estate

MALL OF ISTANBUL LEVENT SIGNATURE VOYAGE HOTELS

Mixed use commercial estate (shopping mall, hotel, offices, Commercial real estate Hospitality estate residential) 350 Million USD 450 Million USD 500 Million USD Project finance Real estate financing Real estate financing

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 12 SELECTIVE REFERENCES of EXECUTIVES - Energy

GÖYNÜK THERMAL BAŞKENT NATURAL KANGAL WEPP GÖKTAŞ HEPP POWER PLANT GAS DISTRIBUTION

Wind power Coal-fired power Energy distribution Hydropower

128 MW 270 MW 1.2 Billion USD 275 MW

Project finance Project finance Privatisation Project finance

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 13 SELECTIVE REFERENCES OF EXECUTIVES - Energy

KEMERKÖY- ELECTRICITY KALEKÖY HEPP YENİKÖY EFELER GEPP DISTRIBUTION PRIVATISATION PRIVATISATION

Hydropower Coal-fired power Geothermal Energy distribution

1.126 MW 2.67 Billion USD 115 MW 5 Billion USD

Project finance Privatisation Project finance Privatisation

12 project

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 14 SELECTIVE REFERENCES OF EXECUTIVES – M&A

DOMİNO’S PIZZA MARS CINEMA DOĞTAŞ KELEBEK İDO FERRY LINES

Confidential Confidential Confidential Transportation

Retail Entertainment Retail 861 Million USD

M&A Finance M&A Finance M&A Finance Privatisation

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 15 C-SUITE INFORMATION – Ozlem Kildir, CEO & Founder

Ms. Ozlem Kildir, is a prominent project financier, providing services for corporate & mid-sized companies in project finance, corporate finance, public-private-partnership models, renewable energy & energy efficiency financing, infrastructure financing, credit risk & structuring loans, mergers & acquisitions, engineering finance, sustainable development financing and financial audit & management.

Current advisory practice is leveraged by Ms. Kildir’s 15 years of experience in Corporate Banking, last 5 years as a project finance manager in Turkiye Is Bankasi A.S. (Isbank, Turkey), with ~20 billion USD Project Financing track record. Isbank’s Project Finance Portfolio was managed by structuring & arranging & closing & monitoring deals from pre-development up to final operation. Project Finance Portfolio of the bank consisting of infrastructure & commercial real estate, M&A, energy production & distribution, Public Private Partnership deals in energy, transport, health and infrastructure was managed leading a team of project finance specialists.

Main tasks included structuring & arranging deals, financial modelling, performing feasibility & sensitivity analysis of projects, analysing credit risk & project risk & environmental risk, risk based & asset-liability management based loan pricing, coordinating & managing project due diligence studies, completing financial documentation via negotiations and contract drafting, monitoring projects on technical, environmental and financial terms in construction and operation periods, analysing re-financing alternatives.

Ms. Ozlem Kildir also works as researcher & instructor for Energy Financing course at Sabanci University “Energy Management Graduate Program” Infrastructure Financing course at the Ozyegin University “Retail Management Graduate Program” and Project Finance course at the Koc University “CASE Undergraduate Program”. As a result of her works in Project Finance in 2018, she was recognized as Best Project Finance Advisory – MENA & Most Inspirational Woman in Project Finance by Wealth & Finance International. MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 16 C-SUITE INFORMATION – Levent Sermet, Executive Director

Mr. Levent Sermet is Executive Director of Profinstance Advisory Inc. with financial business development skills, providing services for corporate & mid-sized companies with construction business development along with project financing, infrastructure financing structures.

Current work focus is on increasing construction project development with project financing capability in CIS, mainly in Kazakhstan. Have profound experience in Kazakhstan and other CIS countries such as involvement in the early stages BAKAD PPP project, (Almaty, Kazakhstan); performing general Business Development Coordinator for Astana LRT Astana/Kazakhstan and performing Consultancy/Advisory both on own terms and as a team member in (PPP) in Istanbul, Turkey.

As a civil engineer with an Executive MBA, main competencies are monitoring and supervising projects mainly on construction development; in addition to PPP Financing and Project Financing including structuring & arranging deals, performing feasibility & sensitivity analysis of projects, project risk determination, managing project technical due diligence studies with a strong focus on construction risk. Has experience in studying multiple constraints of the projects like Time- Cost-Risk-Scope-Quality-Resource that are integral part of any given project. Additionally, has performed PMC role, reporting directly to Board member in power plants & road projects in EU between 2001-2005. Also carried out Tool Box speeches and gave lecturers to white- & blue-collar employees. Has strong interpersonal and networking skills and comfortable with overseas work conditions, speaks fluent Russian and English besides native Turkish language.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 17 TEAM INFORMATION, Project Financiers

SINEM SIN OKUR, Senior Project Financier Mrs. Sinem Sin Okur graduated from Hacettepe University at 2011. She worked at Vakıfbank from 2012 to 2018. From 2012 June to 2015 October, she worked at the head office of Vakifbank, İstanbul. She worked as a ‘Project Finance Specialist’ at Project Finance Department. As a project finance specialist; she managed and coordinated Grant Payments with the Ministry of Economics, monitored foreign-sourced facilities, e.g., Climate Change Facility, SME Development Facility, EEFF etc., drafted project finance proposals for management and participated in syndication loans, e.g., Privatization processes. Also for the department, she analyzed risks and prepared departmental statistic reports.

From 2015 October to 2018 August, she worked at Izmir Commercial Branch as Corporate Banking Customer Relationship Assistant Manager. Due to her role; she managed commercial customer's operational banking, provided corporate support including financial transactions, deposits and investments, provided international trade consultancy services and optimal financial solutions after testing financial statements and cash flow analysis and provided process management and assistance with project finance processing. She also managed market and derivative transactions and controlled processes in respect to leasing and factoring transactions.

SELIN IPIN, Junior Project Financier Ms. Selin İpin graduated from Istanbul Technical University – Architecture department. She is also continuing construction management master of science programme in Yildiz Technical University. Currently holds General Coordinator for TWRE working in renewable energy, energy financing and energy efficiency project. Between 2016-2018, she worked as «Product Manager Assistant» and had been responsible for shop-drawing and specifications preparation, site inspection, BOQ estimation, reporting and supervising the installation of roof and façade cladding besides insulation materials. She is the writer of an article named «Financing Hydroelectric Power Plants (HEPP): evaluation of financing channels based on a structured literature review». Has strong analytical and organisational skills and speaks fluent English besides native Turkish language.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 19 TEAM INFORMATION, Corporate Finance Business Consultants

ULUÇ YİĞİT ŞENER, Financial Due Diligence & Modelling

Mr. Uluc Sener is a finance professional with over 10 years of experience in publicly traded and privately held companies. He has a proven track record in complex and capital-intensive global industries, delivering value in finance, strategy, and corporate planning.

He has been working as a Corporate Finance Manager at Enerya Enerji AS, he has been responsible for Finance, Strategy and Corporate Planning. His enthusiasm and dedication coupled with his knowledge in structuring, finance, financial modelling and financial analysis has positioned the company for substantial growth and value creation.

Prior to joining Enerya Enerji A.S., Mr. Sener worked at MLPCARE Hospitals Group and PwC Advisory & Audit services subsequently. He also has been involved in financial & commercial due diligence, valuation studies, bid support, negotiation support, project finance and other advisory services for both foreign and local investors. Expertise of Uluç is mainly in pharmaceuticals, health, automotive, logistics, construction, FMCG and energy industries.

Mr. Sener graduated from the Business Management Department of Marmara University and has an MSc degree in Financial Economics from İstanbul Bilgi University.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 20 TEAM INFORMATION, Corporate Finance Business Consultants

DİLEK AYDIN, Corporate Finance

Mrs. Dilek Aydın is currently working as an independent expert /evaluator for European Innovation Council Horizon 2020 Framework programme. She is specifically working on European SME’s innovation projects on IT, Agriculture, Biotechnology, Consumer Products & Service, Engineering & Technology, Food & Beverage, Health & Information and Communication Technology, Energy and Finance industries.

The previous work experiences are mainly gained on banking, production and port industries. After actively working for 11 years in corporate banking in several positions, ended up as Branch Manager in Türk Dış Ticaret Bankası A.Ş Karabağlar /İzmir Branch (It is known as Türk Ekonomi Bank as a part of BNP Paribas Group) Then, continued her career as finance executive in Tezcan Galvanizli Yapı Elemanları and actively contributed to first structure of finance department there. Also she initiated and organized two significant bank loan facilities. One of them was for development of new production line and the other was for providing medium term finance for import of raw material for company. Then she moved to port business and worked as finance manager and finance director respectively, in two major port privatisation projects of Turkey.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 19 TEAM INFORMATION, Project Management Business Consultants

ONUR YENER, Infrastructure

Mr. Onur Yener is an independent technical, financial and legal consultant, providing services for international financial institutions (e.g. the Worldbank), investors and EPC contractors in business/project development, project finance and feasibility studies/due diligence, project monitoring and reporting, contract and claim management, planning, budgeting, cost control, project valuation, and merger and acquisition.

He began his career in Washington, DC at Parsons Brinckerhoff; He participated in >20 urban transportation project in the US and Guam. He was responsible for the preparation of technical, financial and legal feasibility studies, development of funding strategies, and implementation of investment plans for the infrastructure projects.

In Turkey, he has worked with investors, lender’s technical advisors (LTAs) , and investment consulting firms in the energy sector. He played active roles in the privatization of some electricity and natural gas distribution companies; main tasks included evaluation of Turkish energy market, technical analysis of distribution networks, subscriber profile analysis, projections, tariff studies, financial statement projections and financial analysis on behalf of investors and LTAs. Also, he has extensive experience in technical and financial evaluation of combined cycle power plant, coal fired thermal power plant, solar power plant, wind power plant, hydroelectric power plant, and geothermal power plant investments; in addition to due diligence efforts, he also managed the evaluation of permits and licenses, evaluation of procurement processes, fuel and facility agreements, evaluation of operation and maintenance agreements, evaluation of operational expenditures, review of the financial model’s technical inputs and financial statement projections.

He has participated in Yozgat, Adana, Elazig, Bursa, Kayseri and recently Kutahya Health Campus Projects tendered by public private partnership model in Turkey, and gained invaluable experience with PPP legal framework. He has been responsible for not only entire PPP – project contact management in these projects i.e. preparation and management of EPC, O&M and interface agreements, but also for financial modelling, risk assessment, project finance, service procurement and LTA process.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 21 TEAM INFORMATION, Project Management Business Consultants

EMRE ORHAN, Energy O.Emre Orhan has been working as LACS Manager at Siemens Gamesa R& D Center, İzmir since March 2019. He got his bachelor and master degrees in Mechanical Engineering from the Middle East Technical University in 2004 and 2007 respectively. Then he finished his Ph.D. studies at the Aeronautics Engineering Department of the same University in 2014. For more than 10 years he gained experience in different fields of energy, especially renewable energy. He held several roles in Alstom, Gama Energy, Fichtner and Anova Engineering Company. He worked as Wind and Solar Engineering Manager for EnbW Energy, where he took part in the realization of almost 500 MW of wind and solar projects and 3000 MW of green field project development. In the meantime, he has been teaching in the field of renewable energy in several universities. He has been an in instructor in "Energy Technologies and Management" Master Program since 2014. His main expertise is in hydro, wind and solar energy related subjects.

ÖVÜNÇ O. LEBLEBİCİ, Industrial Mr. Övünç Leblebici is a creative and result-oriented leader with production & management expertise such as; innovative and insistent modern production leadership across automotive, metal & chemical industries and multinational companies including human resources, people management, business development, strategy, supply chain & quality system management combined with directing production units with high performance labor efficiency and low cost productivity, training and coaching employees with teamwork methods to support suggestion system. He began his career as a process engineer and in the later stages of his career, he worked as a chief engineer, plant manager, coordinator, country representative (plant manager), and operations manager. Currently, he has been working as a plant manager at SEKISO Otomotiv San.Tic.A.Ş. since 2018.

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 21 SELECTED BUSINESS PARTNERSHIPS

ACE Consulting WindThink Engineering Rosenblatt & Company Proger S.P.A Environmental & Social DD Wind Resource Assesment International Legal DD Technical DD

Centrum Audit Audit & International PPP Experts Servo Capital Advisors Tax DD Re-Structuring Advisory PPP Training Services MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 22 CONTACT

Uniq Maslak İş Kompleksi B2 Kat: 5 No: 527 Ayazaga/ İstanbul - TURKEY

+90 212 939 27 22 [email protected] www.profinstance.com

Ozlem KILDIR - CEO, Founder

+90 542 369 40 16

[email protected]

MENA - CIS - EASTERN EUROPE - TURKEY - NORTH AMERICA 23