Extending the Limits of Happiness
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EXTENDING THE LIMITS OF HAPPINESS... ÜLKER ANNUAL REPORT 2016 CONTENTS 02 Key Financial Indicators 04 Sales Volume and Income Growth 05 Capital and Shareholder Structure 06 Ülker’s Share Performance on the BIST 08 About pladis 10 Production Facilities 12 Message from the Chairman 14 Board of Directors 16 Message from the CEO 18 Strategies 20 Current Economic Outlook, Global and Turkish Food Industries 22 Production and Capacity 28 Investments 29 Subsidiaries and Financial Investments 32 Sustainability 40 Human Resources 44 Quality and R&D 50 Social Responsibility 53 Corporate Governance Principles Compliance Report 62 Risk Management 63 Investor Relations 64 2016 Ordinary General Assembly Meeting Agenda 65 Subsidiary Company Report Results 66 Power of Attorney 67 Dividend Distribution Policy 68 Independent Audit Report 69 Consolidated Financial Statements for the Year Ended 31 December 2016 Together With Independent Auditor’s Report We created a new structure in order to expand the boundaries of happiness with a wide range of products that will meet different consumer expectations and needs in different regions of the world. We combined biscuit, chocolate and confectionery companies under the name of pladis, under the structure of a single company. Now, we are moving towards higher targets on global scale. 2 KEY FINANCIAL INDICATORS Ülker increased its real operating profit by 8% in 2016 and amounted TL 465 million in 2016. During this period, consolidated sales amounted TL 3,922 million and investments made worthed TL 258 million. Summary Balance Sheet (TL) 2015 2016 Current Assets 3,477,399,742 3,501,795,901 Non-Current Assets 1,724,400,850 2,024,393,048 Total Assets 5,201,800,592 5,526,188,949 Short-term Liabilities 1,785,736,307 3,169,041,952 Long-term Liabilities 1,807,684,924 502,550,519 Shareholders’ Equity 1,398,657,101 1,649,206,349 Non-controlling Interest 209,722,260 205,390,129 Total Assets 5,201,800,592 5,526,188,949 Summary Profit and Loss (TL) 2015 (restated) 2016 Revenue 3,793,737,272 3,921,686,855 Gross Profit 869,120,182 921,953,888 Operating Profit 430,947,316 464,764,367 Net Profit of the Parent 292,129,375 230,371,563 Ratios 2015 (restated) 2016 Gross Profit Margin (%) 22.9 23.5 Net Profit Margin of the Parent (%) 7.7 5.9 Earnings per share (TL 1 Nominal) 0.85 0.67 Ülker, 2016 yılında 335 milyon TL faaliyet kârı gerçekleştirmiştir. ÜLKER BİSKÜVİ ANNUAL REPORT 2016 3 Operating Profit (TL million) Shareholders’ Equity (TL million) 2015 2015 430.9 1,398.7 2016 2016 464.8 1,649.2 Net Profit (TL million) Net Profit Margin (%) 2015 2015 292.1 7.7 2016 2016 230.4 5.9 EBITDA (TL million) EBITDA Margin (%) 2015 2015 478.5 12.6 2016 2016 512.7 13.1 Edited EBITDA (Excluding other revenue/expense) 4 SALES VOLUME AND INCOME GROWTH In 2016 Ülker realized sales of 598,285 tons and total turnover reached TL 3.922 million, an increase of 3%. Sales Volume by Category (Tons) 2015 272,774 175,741 66,224 119,588 2016 270,169 171,436 60,313 96,367 Net Sales by Category (TL Million) 2015 1,390 1,730 409 265 2016 1,483 1,873 407 159 Biscuit Chocolate Cake Other ÜLKER BİSKÜVİ ANNUAL REPORT 2016 5 CAPITAL STRUCTURE December 31, Share Value 2016 Share Ratio Yıldız Holding A.Ş. 98,912,930 28.92% pladis Foods Limited 71,820,000 21.00% Yıldız Holding Subsidiaries and Ülker Family Members 29,267,569 8.56% Free Float 146,999,501 41.52% Total 342,000,000 100.00% 8.56% 41.52% Yıldız Holding Subsidiaries and Free Float Ülker Family Members 21.00% pladis Foods Limited 28.92 % Yıldız Holding A.Ş. 6 ÜLKER’S SHARE PERFORMANCE ON THE BIST 41.52% of Ülker’s shares are publicly traded on the BIST National Market under the ticker symbol ULKER.IS. Investors who sought a long-term investment with consistent returns continued to invest in Ülker. The Company’s share price stood at TL 16.16 as of December 31, 2016. At year-end, Ülker’s market capitalization totaled TL 5,526 million, while the market value of its free-float shares had risen to TL 2,295 million. Company Ülker Bisküvi Reuters & Forex Code ULKER.IS Bloomberg Code ULKER TI Industry Food NATIONAL MARKET BIST ALL BIST FOOD, DRINK BIST INDUSTRIAL BIST SUSTAINABILITY BIST DIVIDEND BIST DIVIDEND 25 BIST NATIONAL BIST 100 BIST 50 Related BIST Index BIST 30 As of December 31, 2016 Share Price (TL) 16.16 Free-float Ratio (%) 41.52 Market Capitalization (TL) 5,526 million Share Performance (%) 2014 2015 2016 TL 25.3 -3.8 -7.0 USD 35.6 -23.1 -23.0 ÜLKER BİSKÜVİ ANNUAL REPORT 2016 7 8 About pladis Through its entrepreneurial spirit, local expertise and iconic brands, pladis reaches 4 billion consumers worldwide. pladis finished pladis is a new global company which In forming pladis, Yıldız Holding continued brings together Yildiz Holding’s core its strong legacy and expertise in the food its first year snacking businesses Godiva Chocolatier, sector. Yıldız has a rich heritage in baking United Biscuits, Ülker and DeMet’s Candy and confectionery, dating back to 1944, with double digit Company with their iconic brands under when Ülker, Turkey’s much-loved biscuit growth and a one umbrella. brand, was born. Today, pladis continues to keep its family business spirit and collective turnover of TL 14.3 Formed in June 2016, pladis has 34 factories heritage at its core. in 13 countries and 26,000 employees. billion. By revenue it forms the largest part of its We are determined to be a global leader parent company, Yıldız Holding. in biscuits and confectionery, and to be a powerful player in the sweet and savoury pladis finished its first year with double segments, chocolate and chocolate digit growth and a turnover of 14.3 billion products, wafers, cakes, gums and candies. TL. Through its entrepreneurial spirit, local pladis is one of the few companies that expertise and iconic brands, pladis reaches have the capability of producing this variety 4 billion consumers worldwide. across the sector. Yıldız Holding’s Revenue Breakdown Consolidated Turnover Yıldız Food TL 5.5 billion pladis TL 14.3 billion Yıldız Non – Food TL 11.1 billion Gözde TL 3.4 billion Consolidated TL 34.3 billion ÜLKER BİSKÜVİ ANNUAL REPORT 2016 9 pladis Regional Structure America Sub-Saharan Africa North Africa Middle East Europe South Asia China and Southeast Asia Japan and Korea Turkey Central Asia United Kingdom and Ireland Happiness is the core of our legacy left to us and it is the Although we remain committed to meeting our customers’ sole reason lying behind all our iconic successful brands. local needs, we have transformed ourselves into a truly Together we promise the World more happiness in every global business which values the diversity of our footprint bite. and our irresistible and iconic brands. pladis is a strategic investor with long term goals. We are Our brands are our growth engine: constantly innovating and are very proud to call ourselves • McVitie’s – a renowned biscuits brand across the UK and bakers and chocolatiers. We never compromise on quality Europe; and always strive for excellence in everything we do. • Godiva – the international premium chocolate brand; and In addition, we continue to boost our product portfolio • Ülker – the leading biscuits and confectionery brand in by launching more hybrid products and targeting new Turkey and MENA region. markets. Each year, we export to more than 120 countries and produce 1 million tons of biscuits, 500,000 tons of chocolate, and 50,000 tons of gums and candies. 10 PRODUCTION FACILITIES Silivri, Hadımköy, Topkapı, Gebze, Istanbul Factory Istanbul Factory Istanbul Factory İzmit Factory Chocolate, chocolate Cake Chocolate Biscuit & cracker covered biscuit Established in 1992 Established in 1991 Established in 1997 Established in 1995 Capacity: 50 thousand Capacity: 195 thousand Capacity: 119 thousand Capacity: 45 thousand ton/year ton/year ton/year ton/year Ankara Karaman Factory Factory Biscuit Biscuit, cake, cracker & chocolate Established in 1969 Established in 1986 Capacity: 150 thousand ton/ Capacity: 215 thousand ton/year year 86 thousand m2 indoor area The biggest biscuit production factory of the Middle East region ÜLKER BİSKÜVİ ANNUAL REPORT 2016 11 SAUDI ARABIA FACTORY Purchased in 2016 Capacity: 57 thousand ton/year EGYPT FACTORY Purchased in 2016 Capacity: 44 thousand ton/year 12 MESSAGE FROM THE CHAIRMAN A momentous change for Ülker Bisküvi in 2016 was coming under the roof of the global pladis company. We reached Dear Shareholders, pressure. The worst periods were in July and August; but through September, we saw the a relatively In 2016, not only our country, but the markets begin to recover. Unfortunately, this entire world, felt the adverse impact of was followed by a rise in foreign exchange favorable unforeseen events. The conflicts in the rates due to external issues, and markets outcome Middle East, especially in Syria and Iraq, as were affected once again. well as massive migration movements also through careful continued in 2016. This war in the Middle On a positive note, these uncertainties East expanded to western countries as acts and crises were not reflected in the management of of “terrorism”; acts of terrorism took place in business results of Ülker Bisküvi. At the our business in our country, as well. Above all, and taking its end of the year, the goals we set for growth place as a significant tragedy in our political and profitability fell only slightly short 2016, throughout history, was the attempted coup.