ANNUAL REPORT 2019 Annual Report 2019 ALARKO HOLDİNG A.Ş. CONTENTS 4 ALARKO GROUP OF COMPANIES 63 EARNINGS FROM SUBSIDIARIES AND EQUITY PARTICIPATIONS 6 MESSAGE FROM THE CHAIRMAN 64 BUSINESS VOLUME AND 8 MEMBERS OF THE BOARD OF PERSPECTIVES FOR 2020 DIRECTORS AND AUDITORS OF ALARKO HOLDING A.Ş. 65 TAXES PAID AND PERSONNEL EXPENSES 10 GENERAL ORGANIZATION 66 DEVELOPMENTS IN THE LAST 12 MANAGEMENT STAFF FIVE YEARS 14 FINANCIAL INDICATORS 67 ADDITIONAL INFORMATION REGARDING OUR ACTIVITIES 16 MILESTONES OF 65 YEARS 76 PROPOSAL FOR DIVIDEND 20 AGENDA OF THE ORDINARY DISTRIBUTION GENERAL ASSEMBLY 77 DECLARATION OF COMPLIANCE 21 ANNUAL REPORT OF THE BOARD WITH CORPORATE GOVERNANCE OF DIRECTORS PRINCIPLES 23 SUBSIDIARIES OF THE ALARKO 77 CORPORATE GOVERNANCE GROUP COMPLIANCE REPORT 24 CONTRACTING GROUP 84 CORPORATE GOVERNANCE INFORMATION FORM 34 ENERGY GROUP 90 INDEPENDENT AUDITOR’S REPORT 42 INDUSTRY AND TRADE GROUP ON THE ANNUAL REPORT 50 TOURISM GROUP 92 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 56 LAND DEVELOPMENT GROUP ENDED 31 DECEMBER 2019 WITH INDEPENDENT AUDITORS’ REPORT 60 İSHAK ALATON’S VIEW 93 INDEPENDENT AUDITOR’S REPORT 61 DR. ÜZEYİR GARİH’S VIEW 98 CONSOLIDATED FINANCIAL 62 CAPITALS AND PERCENTAGES OF STATEMENTS SHAREHOLDINGS IN SUBSIDIARIES AND PARTICIPATIONS 196 CONCLUSION 14.07.2020 FISCAL YEAR 2019 GENERAL ASSEMBLY MEETING REGISTERED CAPITAL TL 500,000,000 ISSUED CAPITAL TL 435,000,000 1 ALARKO HOLDİNG A.Ş. Annual Report 2019 2 Annual Report 2019 ALARKO HOLDİNG A.Ş. The success line of a long-term business is shaped at the outset. Planning is the first driver of success. Poor planning is a guarantee of failure. İshak Alaton For grown corporations, institutionalization is the most important action to be taken for expanding the life-span of the corporation. Dr. Üzeyir Garih We will always remember you with love and respect... 3 ALARKO HOLDİNG A.Ş. Annual Report 2019 ALARKO GROUP OF COMPANIES THE CONTRACTING GROUP THE ENERGY GROUP • ALSİM ALARKO SANAYİ • ALTEK ALARKO ELEKTRİK TESİSLERİ VE TİCARET A.Ş. SANTRALLARI TES. İŞL. VE TİC. A.Ş. - ALSİM A.Ş. - MAKYOL A.Ş. JOINT VENTURE, ISTANBUL METRO - KARAKUZ HYDROELECTRIC (4. LEVENT - HİSARÜSTÜ) POWER PLANT CONSTRUCTION OF ELECTRO - GÖNEN HYDROELECTRIC POWER - MECHANICAL WORKS AND PLANT SIGNALIZATION SYSTEMS PROJECT - KIRKLARELİ NATURAL GAS COMBINED CYCLE POWER PLANT - ALARKO - CAF JOINT VENTURE - ANTALYA LIGHT RAIL • MERAM ELEKTRİK DAĞITIM A.Ş. TRANSPORT SYSTEM • ALCEN ENERJİ DAĞITIM VE - KABATAŞ - MECİDİYEKÖY - PERAKENDE SATIŞ HİZM. A.Ş. MAHMUTBEY METRO PROJECT • CENAL ELEKTRİK ÜRETİM A.Ş. - ANKARA METRO ELECTRO • MERAM ELEKTRİK ENERJİSİ - MECHANICAL WORKS AND TOPTAN SATIŞ A.Ş. SIGNALIZATION SYSTEMS CONSTRUCTION PROJECT • MERAM ELEKTRİK PERAKENDE SATIŞ A.Ş. - ANKARA METRO ADDITIONAL ELECTRO - MECHANICAL WORKS • ALGİZ ENERJİ A.Ş. AND SIGNALIZATION SYSTEMS • PANEL ENERJİ A.Ş. CONSTRUCTION PROJECT • ALEN ALARKO ENERJİ TİCARET - ALARKO - CENGİZ METRO JOINT A.Ş. VENTURE, KAYNARCA - PENDİK - TUZLA METRO CONSTRUCTION • ALARKO ENERJİ ÜRETİM A.Ş. AND ELECTRO-MECHAICAL WORKS PROCUREMENT, MONTAGE AND COMMISIONING PROJECT - GREAT ALMATY BELTWAY PROJECT (BAKAD) - BUCHAREST SOUTHERN BELTWAY PROJECT LOT 1 - BUCHAREST SOUTHERN BELTWAY PROJECT LOT 2 4 Annual Report 2019 ALARKO HOLDİNG A.Ş. THE INDUSTRY AND TRADE THE TOURISM GROUP THE LAND DEVELOPMENT GROUP • ATTAŞ ALARKO TURİSTİK GROUP • ALARKO CARRIER SANAYİ VE TESİSLER A.Ş. • ALARKO GAYRİMENKUL TİCARET A.Ş. - HILLSIDE BEACH CLUB YATIRIM ORTAKLIĞI A.Ş. - THE MAIN MANUFACTURING - HILLSIDE CITY CLUB - ETİLER • ALDEM ALARKO KONUT PLANT İNŞAAT VE TİCARET A.Ş. - CINECITY - ETİLER - HEATING DEVICES PRODUCTION • AL-RİVA PROJESİ ARAZİ DEĞER. PLANT - CINECITY - OLIVIUM KONUT İNŞ. VE TİC. A.Ş. - DEALER SALES - CINECITY - KİPA • AL-RİVA ARAZİ DEĞER. KONUT İNŞ. VE TİC. A.Ş. - SYSTEM SALES - SANDA SPA (HBC, HCC-ETİLER) • AL-RİVA ARAZİ DEĞER. KONUT - AFTER MARKETS SERVICES İNŞ. TURİSTİK TES. GOLF İŞL. - TOTALINE DIVISION VE TİC. A.Ş. • ALARKO FENNİ MALZEME SATIŞ • ALARKO KONUT PROJELERİ VE İMALAT A.Ş. GELİŞTİRME A.Ş. • TÜM TESİSAT VE İNŞAAT A.Ş. • AO MOSALARKO • SARET SANAYİ TAAHHÜTLERİ VE TİC. A.Ş. 5 ALARKO HOLDİNG A.Ş. Annual Report 2019 MESSAGE FROM THE CHAIRMAN İzzet Garih Chairman of the Board Distinguished shareholders, Alarko Group of Companies reached its targets for 2019, thanks to its robust Despite all problems caused by our financial structure and its success in region, our country completed 2019 in making strategic plans with the correct an environment of peace and tranquility. assumption. I would like to thank all my 2019 was a year of normalization in coworkers, who helped us to reach our which the fight against inflation was very targets. strong. Indicator interests fell to one-digit numbers, and the company’s loan interest Our energy business segment has ESPECIALLY, THE burden that decreased accordingly assumed a flagship position across our REVENUE AND indicates that a new era is starting where group this year. Serving 6 cities in Konya growth is likely to observed thanks to the and its surrounding area, our energy PROFITABILITY investment in private sector. distribution partnership has completed FIGURES ACROSS its reorganization within the last 10 years Certain political uncertainties in our following the privatization process, and ALARKO GROUP PROVE region continued keeping busy the has now reached an advanced stage THAT WE HAVE NOW agenda of our country, and great efforts of maturity. Our balanced investment were spent to make sure that our country STARTED TO REAP THE approach adopted in the region coupled is not affected by these uncertainties by with our high-quality service target FRUITS OF SIGNIFICANT means of establishing balanced relations. helped us become one of the most INVESTMENTS WE HAVE 2020 is expected to be completed as favorable and successful distribution a more tranquil year for our region in companies of the country. Thanks to MADE IN RECENT YEARS. political terms compared to the previous our strong asset base created in such year, which will definitely have a positive manner, we are now able to produce a impact on our economy. steady revenue in distribution sector. We, as one of the most important players of the country economy, are happy to end the year with a lot more promising results compared to recent years. Especially, the revenue and profitability figures of the third quarter in 2019 across Alarko Group prove that we have now started to reap the fruits of significant investments we have made in recent years. 6 Annual Report 2019 ALARKO HOLDİNG A.Ş. As for energy generation in 2019, we 2019 was a very successful year for Across the entire Group of Companies, we have reached efficient generation results tourism in our country. Having managed will continue our reorganization activities not only in our hydroelectric power to maintain its high performance even that are in line with the necessities plants, but also in our thermal power during the challenging recent years, our of today, maintain our organizational plant in Karabiga, in which we hold Fethiye Hillside Beach Club facility has memory and the dynamic and young shares, and in our solar power plants. had another successful year in 2019, management structure, as well as our The revenue we derived from these and the high revenue generated by customer-oriented service approach, and plants has made significant contribution the occupancy rates that were much strive towards reaching a more proactive to our financials particularly in the third higher than similar facilities made a management style next year. quarter of 2019. In parallel to the fast very good contribution to the third development and economic stability quarter’s financials. After the term of As can be seen in our business, our of our country, we have no doubt that the surface rights of this facility was Group of Companies has started a very these investments will continue to make increased to 49 years, we have had productive and profitable era. Constantly valuable contribution in future. an independent a reappraisal for this improving our efficiency, we will always facility, and thus Alarko GYO A.Ş., which strive towards increasing our revenue Striving to complete its Kabataş- owns the relevant surface rights, has without causing an increase in our Mecidiyeköy-Mahmutbey metro line reached to a significant new value in its risks, and continue to share the positive project with an increased speed, our NAV. This additional value that has been outcome with all our shareholders and Contracting Group has also accelerated disclosed has surely made a very positive stakeholders. the mobilization of its new projects contribution to our year-end financials. assumed in Romania and Kazakhstan. Distinguished shareholders, We continue to follow our policy aiming Carrying out its activities in the field We will spend our best efforts together to diversify the works we will assume of industry and trade, our Alarko with our country, our companies, clients, in Romania, which is a European Union Carrier partnership has continued its employees, shareholders, and other country. In addition to our existing reorganization process initiated last year business partners to join our forces and highway works, we continue our efforts throughout the year, taken significant create value for everyone. We would for being awarded the job in the railway steps in the field of digitalization and like to greet our valuable shareholders project for which we made the winning attached great importance to its export with respect, being aware of our bid. We pay maximum care and attention activities, which resulted in diversification responsibilities to all of our stakeholders. to our contracting projects abroad, as we of its revenue with proceeds in foreign are aware that we represent Turkey in currency. Producing many products in the these projects. Our group completes its country in our plant under the trademark new projects in a manner to maintain the of Alarko Carrier and exporting these well-deserved reputation of its projects products with the cooperation we will both in the country and abroad.