OTOKAR 2019 ANNUAL REPORT CONTENTS 2 CHAIRMAN’S MESSAGE 4 ABOUT 6 OTOKAR IN NUMBERS 8 SUMMARY FINANCIAL INFORMATION 10 AREAS OF OPERATION 12 MILESTONES 14 HIGHLIGHTS OF 2019 18 GENERAL ASSEMBLY 38 COMMERCIAL VEHICLES 40 DEFENSE INDUSTRY 42 R&D ACTIVITIES 44 CREATING VALUE FOR STAKEHOLDERS 46 DIGITAL TRANSFORMATION 48 SUSTAINABILITY 50 HUMAN RESOURCES 52 INVESTOR RELATIONS 54 FUTURE 56 CORPORATE GOVERNANCE 72 FINANCIAL STATEMENTS 149 INFORMATION DOCUMENTS 154 CORPORATE GOVERNANCE COMPLIANCE REPORT 166 GLOSSARY WE EMBARKED ON A JOURNEY WITH THE IDEA OF INTRODUCING A FIRST IN OUR COUNTRY. WE WORKED HARD AND WENT FAR WITH FIRM STEPS. INNOVATIONS AND NEW FIRSTS FOLLOWED. ON EVERY PATH WE SET OFF, SAYING, “WE CAN!”, WE PROVED OURSELVES. WE TRANSCENDED BORDERS WITH OUR NAME AND OPENED UP TO THE WORLD. WE STARTED TO TRAVEL THE ROADS IN MORE THAN 60 COUNTRIES ON FIVE CONTINENTS. WE CONTINUED TO PURSUE OUR GOALS WITH DETERMINATION. EMPOWERED BY OUR PROUD ACHIEVEMENTS, WE NEVER LOST SIGHT OF OUR GOALS. WE ARE ON A JOURNEY TOWARD THE FUTURE SINCE THE VERY FIRST DAY, ALWAYS AIMING TO STAY AHEAD OF THE CURVE, AND TAKING EACH STEP WITH EYES FIRMLY FIXED ON OUR GOALS. WE ARE READY FOR THE FUTURE! OVERVIEW GENERAL ASSEMBLY OTOKAR IN 2019 CORPORATE GOVERNANCE FINANCIAL STATEMENTS INFORMATION DOCUMENT CORPORATE GOVERNANCE COMPLIANCE REPORT CHAIRMAN’S MESSAGE OTOKAR CONTINUED TO REMAIN FOCUSED ON THE LONG-TERM GOALS AND ACHIEVED A RECORD GROWTH OF 45 PERCENT IN 2019 WITH TL 2.4 BILLION IN SALES. 2 OTOKAR 2019 ANNUAL REPORT Esteemed Shareholders, Partners domestic market, we continued to In commercial vehicles, our 2020 and Employees, be the most preferred bus brand target is to increase bus sales globally in our specifc segments, with one and especially in the European I am proud to report that 2019 was a out of every three buses sold in market. We aim to leverage our bus year of strong performance for Otokar Turkey bearing the Otokar brand. manufacturing strength and expand as we delivered record results with Even though the domestic light truck to global scale through various 45 percent growth and TL 2.4 billion market tightened, we still increased partnerships. The alternative fueled in revenues. The biggest contribution the sales of Otokar’s Atlas truck 36 vehicles added to our product lineup to this level of growth came from percent. last year will certainly enrich Otokar’s exports, which increased 78 percent. experience in this feld. With $340 million, exports accounted As we continued to implement for 80 percent of our total sales. And our global expansion strategy, we In all of our activities, we remain frmly we posted TL 352 million proft, with also worked to integrate the latest committed to being an ecofriendly 114 percent year-on-year increase. technologies and applications into company with strong business our products, and spent TL 136 ethics within the framework of United In 2019, we maintained a balance million in R&D activities in 2019. Nations Sustainable Development between commercial vehicle and With alternative fueled vehicles an Goals and always focus on ensuring defense industry sales, with both important item on our agenda, we operational excellence. groups contributing to total revenues added the 12-meter electric bus to in similar ratios. In Turkish defense our public transportation range and I would like to thank our esteemed industry’s export items, land systems also developed Turkey’s frst electric shareholders and clients for their came to the forefront among others armored vehicle. continued trust in our company. with 73 percent growth. We also Thanks are also due to our partners doubled our land systems exports Esteemed Partners, and employees for their valuable in the same time period by focusing Our subsidiaries and affliates abroad contributions to Otokar’s successful on the deliveries of the previously also had a positive impact on our endeavors. received orders. growth in 2019. We established our fourth company abroad in Our bus exports also grew last year, Kazakhstan last year. Our military Respectfully, recording 29 percent increase in and commercial products are actively units. Otokar continued to expand its used in Kazakhstan and Central Asia. bus park in several countries and in In this region, we intend to seize our target market Europe with France, various cooperation opportunities Malta, Romania, Italy and Serbia such as joint product development, standing out particularly. Despite local partnerships and production, Ali Y. Koç lower levels of demand seen in the and technology transfer. Chairman 3 OVERVIEW GENERAL ASSEMBLY OTOKAR IN 2019 CORPORATE GOVERNANCE FINANCIAL STATEMENTS INFORMATION DOCUMENT CORPORATE GOVERNANCE COMPLIANCE REPORT ABOUT TURKEY’S LEADING COMMERCIAL VEHICLE AND DEFENSE INDUSTRY MANUFACTURER OTOKAR USES ITS OWN TECHNOLOGY, DESIGN AND APPLICATIONS TO PROVIDE SPECIAL SOLUTIONS TAILORED TO THE NEEDS OF ITS CUSTOMERS. Otokar was established in 1963, at armored vehicles and turret systems a time when industrialization and for the defense industry. As the leader modernization initiatives were being and largest private capital company in launched in Turkey, to produce the the defense industry, Otokar maintains frst intercity buses of the country. its strong position in the sector. Otokar, The company, which started its a Koç Group company, operates at operations with bus and minibus the Arifye (Sakarya) plant, offering production, joined the Koç Group in solutions tailored to customer needs 1976 when it decided to specialize with its technologies, designs and in other business areas in addition to applications. public transportation vehicles. As the production of buses and minibuses In the commercial vehicles segment, continued, Otokar also began Otokar maintains its title as the manufacturing vehicles for defense bestselling bus brand in Turkey with a industry in 1987, and produced broad product offering that includes Turkey’s frst tactical wheeled armored buses ranging from 7 meters to 18.75 vehicle in the 1990s. meters for passenger transportation. The company currently continues to Today, as Turkey’s leading manufacturer work on alternative-fueled buses and of commercial vehicles and defense has already introduced Turkey’s frst IN 5 CONTINENTS industry products, Otokar produces hybrid bus and frst electric bus to the buses and light trucks in the market. Otokar also produces Otokar COUNTRIES commercial vehicles segment, and a Atlas, a light truck with 8.5-ton gross 60+ variety of tactical wheeled and tracked vehicle weight under license. 4 OTOKAR 2019 ANNUAL REPORT Vision OTOKAR’S VISION IS TO PRESERVE THE LOCAL AND NATIONAL IDENTITY OF ITS PRODUCTS BY DEVELOPING TECHNOLOGIES IN-HOUSE, AND TO ENSURE THE CONTINUED SATISFACTION OF ITS CLIENTS, EMPLOYEES, AND SHAREHOLDERS WITH TOTAL EXCELLENCE PHILOSOPHY. Otokar comes to the forefront in land vehicles for the defense industry with its expertise in the design, development and system integration of all kinds of vehicles and platforms. The company manufactures tactical wheeled and tracked armored vehicles Mission and turret systems with owned intellectual property rights, and exports defense industry OTOKAR’S PRIMARY MISSION products to more than 35 countries. Otokar also stands apart with world-class knowhow IS TO DESIGN, MANUFACTURE in the defense industry as well as engineering, AND MARKET COMMERCIAL R&D and technology transfer capabilities. VEHICLES AND VARIOUS Otokar’s broad product lines are highly sought DEFENSE INDUSTRY PRODUCTS after both in Turkey and export markets. Otokar products are currently sold and used WITH GLOBAL COMPETITIVE in fve continents in over 60 countries including STRENGTH, ALL DEVELOPED Turkey. TO MEET CUSTOMER With numerous frsts to its name since its EXPECTATIONS. inception, Otokar carries out R&D activities in world standards. The company has allocated 8 percent of its revenues for R&D expenditures in the last decade. 5 OVERVIEW GENERAL ASSEMBLY OTOKAR IN 2019 CORPORATE GOVERNANCE FINANCIAL STATEMENTS INFORMATION DOCUMENT CORPORATE GOVERNANCE COMPLIANCE REPORT OTOKAR IN NUMBERS FOUNDED IN 1963 100% LOCAL CAPITAL 45% Koç Holding A.Ş. 25% ÜnVER Holding A.Ş. 30% OTHER GLOBAL PIONEER MARKET COMPANY LEADER PRODUCTS WITh OTOKAR-OWNED PIONEERING SUPPLIER mOST PREFERRED BuS INTELLECTUAL PROPERTy RIGhTS, OF LAnD DEFEnSE BRAnD In ALL OF ITS USED IN OvER 60 COUNTRIES SySTEmS FOR TuRKISh RESPECTIVE BuS SEGmEnTS ACROSS 5 CONTINENTS ARmED FORCES IN TURKEy WHEElED ARMORED 1,957 VEHIclEs, tRAcKEd ARmoREd VEHIclEs, EMPLOYEES TURRET sYsTEMs commERcIAl VEHiclEs OPERATION 2 AREAS 552,000 M PRODUCTION AREA dEfEnsE IndustRy BUsEs, lIgHt tRucKs ~300 SALES AND AFTERSALES NETWORK 6 OTOKAR 2019 ANNUAL REPORT COMPETITIVE ADVANTAGES PRODUCTS WITH OTOKAR PUBLICLY R&D CAPABILITIES AND OWNED INTELLECTUAL TRADED FLEXIBLE PRODUCTION PROPERTY RIGHTS ABILITY INDEPENDENCE TO DEvELOP PRODUCTS TRANSPARENT RAPID PRODUCT TO MEET MARKET REqUIREMENTS, STRUCTURE, DEvELOPMENT AND SPEED POTENTIAL TO ExPORT TEChNOLOGy- RELIABILITy TO MARKET TRAnSFER TO OVERSEAS OPERATING IN NICHE CAPABILITY TO OFFER MARKETS CUSTOMIzED FEATURES SuSTAInABLE CuSTOmER SATISFACTIOn GROWTh GUARANTEE USD 340 MILLION TL 2.4 BILLION TL 1.1 BILLION 2019 EXPORT REVENUES 2019 TURN OVER 10-YEAR R&D EXPEDITURE PRODUCTION CAPACITY 5,000 1,600 3,700 900 BuSES TRUCKS TACTICAL vEhICLES TACTICAL ARMORED mInIBuSES LIGhT TRUCKS vEhICLES IN 2019, 1 OUT OF EVERY 3 BUSES SOLD IN TURKEY WAS OTOKAR * *In ThE Sum OF ThE SEGmEnTS OTOKAR OPERATES In 7 OVERVIEW GENERAL ASSEMBLY OTOKAR IN 2019 CORPORATE GOVERNANCE FINANCIAL STATEMENTS INFORMATION DOCUMENT CORPORATE GOVERNANCE COMPLIANCE REPORT SUMMARY FINANCIAL INFORMATION SaleS QuantItIeS unit SaleS revenueS TL million eXPort revenueS USD million Domestic Abroad 340 1,945 547 211 3,187 1,093 2,282 149 2,010 1,239 586 486 2017 2018 2019 2017 2018 2019 2017 2018 2019 net ProfIt TL million DIvIDenDS PaID TL million ShareholDerS’ eQuIty TL million 638 352 200 390 164 284 70 72 99 2017 2018 2019 2017 2018 2019* 2017 2018 2019 * Dividend proposal will be presented to the General Assembly for approval in March 2020. STOCK OTOKAR % BIST 100% 85% PERFORMANCE Otokar Otomotiv ve Savunma Sanayi A.Ş.