COMPONENTA DÖKÜMCÜLÜK TİCARET VE SANAYİ A.Ş. ANNUAL REPORT 2016 2016 ANNUAL REPORT CONTENTS Contents Componenta group in brief 4 (Componenta Corporation / Finland) 4 Operations of Componenta Turkey 5 Our mission and values 6 Message from Chairman of the Board of Directors 8 Message from Managing Director 12 Customer Segments 16 Share Structure and Affiliates 17 Human Resources 18 Board of Directors 20 Management 21 Corporate Governance Principles Compliance Report 22 Statement of Responsibility 28 Auditor's Report 29 Consolidated Financial Statements 2016 33 Contact Information 66 2016 ANNUAL REPORT 3 COMPONENTA GROUP IN BRIEF 2016 ANNUAL REPORT Componenta group in brief (Componenta Corporation / Finland) The foundation for all of our processes and ways of in various industries, local or global players and often operating is our goal to be our customers’ preferred market leaders in their own sectors. Our solutions and casting solution provider. We grow as One Componenta, services for them cover the complete cast component together with our customers. The principles of supply chain. Componenta’s production units are sustainable development are integrated into our located in Finland, Turkey and Sweden and the company business. We aim to reduce the environmental impact operates customer service centre in those three of a cast component for its entire life cycle. We pay countries as well as in the United Kingdom. attention to people and invest in development of competence, well-being and safety. In 2016 Componenta’s net sales amounted to EUR 404 million and the number of employees to 3,350. Componenta is a major casting solution provider Componenta Corporation shares are quoted on in Europe. We know our customers’ business and the Helsinki Stock Exchange and and the shares challenges and offer them solutions based on our of Componenta’s Turkish subsidiary Componenta excellence and experience in cast components, their Dökümcülük Tic. ve San. A.Ş, are quoted on the Istanbul engineering and manufacturing. Our customers are Stock Exchange. manufacturers of vehicles, machines and equipment Production units Sales Production unit Sales Head Office Head office 4 2016 ANNUAL REPORT 2016 ANNUAL REPORT OPERATIONS OF COMPONENTA TURKEY Operations of Componenta Turkey Net sales by market area MTL 1-12/2016 1-12/2015 Turkey 101.6 208.4 Germany 175.4 184.4 Sweden 115.0 108.8 Italy 98.3 88.2 UK 96.8 80.2 France 35.0 32.1 USA 32.8 32.1 Poland 17.3 16.0 Netherlands 10.5 10.9 Belgium 8.8 8.0 Other countries 31.4 32.5 Tota l 723.1 801.6 Net sales by market area Sales by customer industry Turkey 14% (26%) USA 5% (4%) Automotive 40% (34%) Germany 24% (23%) Poland 2% (2%) Construction & Mining 20% (19%) Sweden 16% (14%) Netherlands 1% (1%) Agriculture 21% (20%) Italy 14% (11%) Belgium 1% (1%) Heavy Trucks 15% (23%) UK 13% (10%) Other countries 5% (4%) Machine Building 4% (4%) France 5% (4%) 2016 ANNUAL REPORT 5 OUR MISSION AND VALUES 2016 ANNUAL REPORT Our mission and values Componenta’s mission is Casting Future Solutions with our globally operating customers. The foundation and our vision is to be the preferred casting solutions of Componenta’s strategy lies in the Group’s strengths: provider for our customers locally and globally. All of diverse production potential, broad product portfolio, our operations are based on our common values and services that cover the complete supply chain and sustainability principles. longterm customer relationships. We create added value for our customers through comprehensive solutions In order to realise our vision we must be a profitable that combine engineering, casting, machining, surface and efficient industry expert and manufacturer and treatment and/or logistics according to the customers’ we must continuously develop our business to grow needs. Componenta’s values Openness: We are open to new Honesty: We are honest with Respect: Our cooperation with things, development and change ourselves and with each other. our colleagues, supervisors, – and thereby also the continuous We do what we promise. subordinates, customers and other improvement of our ways of partners is based on trust and working. mutual respect. 6 2016 ANNUAL REPORT MESSAGE FROM CHAIRMAN OF THE BOARD OF DIRECTORS 2016 ANNUAL REPORT COMPONENTA DÖKÜMCÜLÜK TİCARET VE SANAYİ A.Ş.’NİN Message from Chairman of the Board of Directors Dear Shareholders, Welcome to the Ordinary General Assembly in which Componenta Dökümcülük A.Ş.’s financial statements and operations concerning fiscal year 2016 will be discussed. We thank you for the attention you have shown and greet you all respectfully. 2016 ECONOMIC OUTLOOK Overshadowed by terrorism, regional and global incidents Turkish economy left a quite difficult world economic sentiment turning against emerging year behind. Overall growth, which showed a solid economies three leading rating agencies to downgraded performance with the contribution of strong internal Turkey’s credit score. demand during the first half of the year, narrowed by 1.8% in the 3rd quarter due to coup attempt, losses in tourism and geopolitical issues. Turkish economy grew COMPONENTA DÖKÜMCÜLÜK TİC. by 2.9% in 2016 after posting a 3.5% rate of growth during ve SAN. A.Ş. IN 2016 the last quarter. Although this rate was remarkable, it was still behind of medium and long-term plans. Beside local challenges 2016 has been a tough year also US dollar exchange rate, which has been started to for our parent company and turbulance was perceived expand due to Fed interest rate hike expectations, by all units. However, this situation triggered for a surged in a row based on the uncertainty after change from the existing centralized management presidential elections in US and political tension in approach into a new understanding of management Turkey. Accordingly Turkish Lira depreciated almost in which Turkey operations’ interests are prioritized. 20% against US dollar. The CBRT dollar buying rate Thus, the company has reached a structure where realized at 2.9076 TL at the end of 2015 closed the year the board chairman and majority of its members are at 3.5192 TL with an increase of 21%. As a result of Turkish. With the measures taken the negative effects 8 2016 ANNUAL REPORT 2016 ANNUAL REPORT MESSAGE FROM CHAIRMAN OF THE BOARD OF DIRECTORS of the challenges in parent company were avoided in the Dökümcülük in order to protect the company’s first half of the year and activities were carried out in a production and strong position for Turkish and global healthy manner. markets. Nevertheless, on 1 September 2016 parent company Orhangazi Foundry and Machine Shop Componenta Corporation’s statement regarding to In comparison with 2015, sales volume in Orhangazi bankruptcy in Dutch premises and debt restructuring Foundry decreased from 104,289 tons to 96,405 tons or in Sweden and Finland has financially landed Turkey by 8% whereas net sales of Orhangazi business units operations again. The members of the board and decreased from 511,7 M TL to 461,1 M TL or by 10%. senior management have made great efforts for the sustainability of the company by taking necessary Manisa Aluminium Foundry actions. To provide a permanent solution our Board of In comparison with 2015, sales increased from 7,878 tons Directors imposed sanction to release Componenta to 8,035 tons or by 2% whereas net sales decreased from Dökümcülük shares owned by parent company 134,8 M TL to 131,1 M TL or by 3%. Componenta Corporation up for sale and to capitalize the revenue generated from sales of shares. Manisa Aluminium Wheels In comparison with 2015, sales decreased from 1,303,727 Componenta announced on 7 October 2016 that units to 1,112,903 units or by 15% whereas net sales Componenta Corporation plans to sell its shareholding decreased from 155,1 M TL to 130,9 M TL or by 16%. in Componenta Dökümcülük. It was stated in Componenta’s interim report Q3/2016 that Componenta Corporation’s application for corporate restructuring EXPORT and IMPORT OPERATIONS on 1 September 2016 gave the Turkish club loan banks the right to use the voting rights of the Componenta Export operations which were 197 MEUR in 2015 Dökümcülük shares which the company owns and narrowed by 10% and reached to 176,8 MEUR. Import gave the banks in August 2016 as collateral, as well operations on the other hand decreased from 49 MEUR as the right to begin the process of selling the shares. to 36,2 MEUR in 2016. The sales of Componenta Dökümcülük shares, owned by Componenta Corporation and pledged to club loan banks, is followed by investment company. INVESTMENTS Company’s creditor club loan banks are heavily working In 2016 investments for capacity increase, environment to find a proper solution for Componenta Dökümcülük. and maintenance were 2,4 MEUR in Orhangazi The senior management of the club loan banks have Foundry and Machine Shop. In the Manisa Aluminium noted that they will continue to support Componenta and Wheels business units new factory building 2016 ANNUAL REPORT 9 MESSAGE FROM CHAIRMAN OF THE BOARD OF DIRECTORS 2016 ANNUAL REPORT construction and renovation investment amounting to banks and employees to sustain production and has 16,1 MEUR has been realized. Total capital expenditure proved its continuity without losing any customers. We was 18,5 MEUR in 2016. are convinced that after the completion of sales process company will continue on its way with a stronger structure along with capital inflows. FINANCIAL RESULTS Dear Shareholders, we have now summarized the Consolidated operating results of our company for 2016 financial consequences of 2016 operations to your have been prepared in line with Capital Market Law, kind attention.