AG Anadolu Group Holding Annual Report 2019 Contents Overview In 2019 Corporate Governance 2 Anadolu Group in Brief 30 Operational Assessment 80 Corporate Governance Principles Compliance Report 2019 4 Milestones 30 Beer 88 Corporate Governance Information Form 6 Capital and Shareholding Structure 34 Soft Drinks 96 Additional Information on Corporate 8 Our Principal Business Lines 38 Migros Governance 9 International Business Partners 42 Automotive 10 Key Financial Indicators 50 Agribusiness, Energy & Industry Financial Information 12 Chairman’s Message 62 Other Companies 104 Financial Review 14 CEO’s Assessment 64 Anadolu Group and Social 118 Dividend Distribution Table Responsibility 18 Board of Directors 119 Statement of Responsibility 70 Sustainability at Anadolu Group 23 Organization Chart 120 Independent Auditor’s Report on the 78 Human Resources at Anadolu Group 24 Senior Management Management’s Annual Report 122 Consolidated Financial Statements Together with Independent Auditor’s Report For The Period January 1 - December 31, 2019 Other Informations 236 Declaration of Independence by Independent Board Member Candidates 241 Legal and Other Information About Activities 244 Directory Anadolu Group The star that links Anatolia to the world and the world to Anatolia AG Anadolu Group Holding Annual Report 2019 1 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Anadolu Group in Brief Undertaking strategic investments in beer, soft drinks, retail and agriculture, Anadolu Group’s operations embrace a broad range of sectors that also include automotive, stationery, quick-service restaurants, real estate and energy. A global player “The star that links Anatolia to the world and the world to Anatolia” 1950 19 9 Founded Countries Sectors Established by Yazıcı and Özilhan families Turkey, Germany, Azerbaijan, Belarus, Beer, soft drink, retail, agriculture, Georgia, Netherlands, Iraq, Kazakhstan, automotive, stationery, quick-service Kyrgyzstan, Turkish Republic of Northern restaurants, real estate, energy Cyprus, Macedonia, Moldova, Pakistan, Russia, Syria, Tajikistan, Turkmenistan, Ukraine, Jordan ~80.000 66 80+ Production facilities Countries exported to Employees 2 AG Anadolu Group Holding Annual Report 2019 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Originally established in 1950 by the Yazıcı developing branded consumer products. and Özilhan families and advancing into Undertaking strategic investments in the future with its vision of being “the star the areas of beer, soft drinks, retail and that links Anatolia to the world and the agriculture, Anadolu Group conducts world to Anatolia”, Anadolu Group provides its operations across a broad range of employment to around 80.000 people in sectors embracing automotive, stationery, nearly 80 companies and 66 production quick-service restaurants, real estate and facilities located in 19 countries. With assets energy. Mindful of its social responsibilities, worth TRL 63 billion in value in 2019, the it also contributes to the wellbeing of the group booked a total turnover of TRL 51.7 community in the areas of education, health, billion on its operations. and sports through Anadolu Foundation, Anadolu Medical Center and Anadolu Efes Anadolu Group nourishes rapid and Sports Club. healthy growth by creating added value for Turkey in line with its goals of globalizing internationally as a regional player, entering into partnerships with the world’s biggest companies in keeping with its commitment to a partnership culture, and As of year-end 2019 A global player with Partnership culture strong local presence with global brands TRL 51.7 billion Turnover Including Migros fully consolidated for 12-months Strong ownership Expertise in branded ties coupled with high consumer products corporate governance 6 standards Companies Quoted on Borsa İstanbul (BIST) (including the holding company) AG Anadolu Group Holding Annual Report 2019 3 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Milestones Anadolu Group was set up in 1950 by the Yazıcı and Özilhan families. 1950 1976 1969 Anadolu Efes was 1969 Adel Kalemcilik was established. 1965 Anadolu Efes was established. 1960 Anadolu Motor was established. Çelik Motor was established. established. 2009 2008 Anatolian Caucasia Energy AES Electricity Wholesale was established. 2008 was established. 2007 AEH Insurance Agency 2005 Stakes were acquired in was established. McDonald’s licensing Aslancık Electricity. agreement was received. 4 AG Anadolu Group Holding Annual Report 2019 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations 2005 1995 Anadolu Medical Center was established. 1984 Coca-Cola production and distribution operations Efestur was established. 1983 commenced in Kazakhstan. 1979 A licensing agreement was Anadolu Foundation was made with ISUZU Motors. established. 2017 2017 Anadolu Group holding 2015 Anadolu Landini was companies merged under Migros stakes were established. one roof. 2011 acquired. 2009 AND Gayrimenkul was Anadolu Etap was established. established. 2019 AG Anadolu Group Holding Annual Report 2019 5 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Capital and Shareholding Structure 0.08% 14.19% 48.65% 7.71% 9.98% 19.39% AG Sınai Yatırım ve Yönetim A.Ş. Other Yazıcı Family Individuals Özilhan Family Azimut Portföy SKY Serbest Özel Fon Publicly Traded Other BIST code AGHOL.IS 2019-end market cap. TRL 4,284 million AG Anadolu Group Holding Shareholding Structure Paid-in Capital Share (31 December 2019) (TRL thousand) (%) AG Sınai Yatırım ve Yönetim A.Ş. (*) 118,474 48.65 Other Yazıcı Family Individuals (*) 47,211 19.39 Özilhan Family (*) 24,293 9.98 Azimut Portföy SKY Serbest Özel Fon (*) (****) 18,772 7.71 Publicly Traded (**) 34,553 14.19 Other (***) 232 0.08 Total Share Capital 243,535 100.00 Class # shares % shareholding Board candidate designation rights A (bearer) 194,827,614 80.00 - B (registered) 48,706,904 20.00 6 243,534,518 100.0 (*) As of 31 December 2019, 28,65% of AG Sınai Yatırım ve Yönetim A.Ş. shares amounting TRL 69,767 thousand and all of the shares of other Yazıcı Family Members, Özilhan Family, Azimut Portföy SKY Serbest Özel Fon and other are publicly issued and 16,76% of them amounting TRL 40.807 thousand are traded on the stock exchange. (**) The shares only consist of the shares traded on the stock exchange which do not belong to family members. (***) TRL 218 thousand of TRL 232 thousand belongs to Anadolu Ecopack Üretim ve Pazarlama A.Ş.. Anadolu Ecopack Üretim ve Pazarlama A.Ş.’s 100,00% shares belong to Süleyman Kamil Yazıcı and his Family. (****) Süleyman Kamil Yazıcı and his daughters (Fazilet Yazıcı, Gülten Yazıcı, Gülşen Yazıcı, Nilgün Yazıcı, Hülya Elmalıoğlu) are the Qualified Investors of Azimut Portföy SKY Serbest Özel Fon and the shares of the fund have been allocated only to these mentioned individuals as predetermined. 6 AG Anadolu Group Holding Annual Report 2019 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations In 2019 AG Anadolu Group Holding continued to contribute to social wellbeing and create value for its country, its business partners and all the territories in which it operates. AGHOL’s common shares are divided into AG Sınai Yatırım ve Yönetim A.Ş. is a two classes as A and B with each class management company in which İzzet Türkan of shares having equal voting rights on all Özilhan Yönetim ve Danışmanlık A.Ş. and matters except for the privilege to nominate 6 Kamil Yazıcı Yönetim ve Danışma A.Ş. each of the 12 members of the Board of Directors control 50% stakes. It was set up to manage recognized for Class B. Class B consists the owners’ interests in AGHOL and its of registered shares and are owned by subsidiaries. AG Sınai Yatırım ve Yönetim AG Sınai Yatırım ve Yönetim A.Ş. Class A A.Ş. is indirectly managed by S. Kamil shares are all bearer type shares and consist Yazıcı family and İzzet Özilhan family on the of (1) the shares that belong to AG Sınai basis of equal representation and equal Yatırım ve Yönetim A.Ş., (2) the shares that management principle. belong to the Yazıcı families and the Özilhan family, and (3) the shares that make up the company’s free float. AG Anadolu Group Holding Annual Report 2019 7 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Our Principal Business Lines Beer Soft Drink Migros Anadolu Efes Coca‑Cola İçecek Migros Automotive Agribusiness, Energy & Industry Others Anadolu Isuzu Anadolu Etap AEH Insurance Agency Çelik Motor Anadolu Kafkasya Anadolu Motor AES Elektrik Anadolu Landini Aslancık Elektrik Adel Kalemcilik McDonald’s AND Gayrimenkul Efestur Social Organizations Anadolu Foundation Anadolu Medical Center Anadolu Efes Sports Club 8 AG Anadolu Group Holding Annual Report 2019 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations International Business Partners Anadolu Group continues to create value in all of the territories in which it has operations through its partnerships with leading global brands and its joint ventures with multinational companies. AG Anadolu Group Holding Annual Report 2019 9 Overview // In 2019 // Corporate Governance // Financial Information // Other Informations Key Financial Indicators 2019 YEAR‑END FINANCIAL PERFORMANCE*: Total sales TRL 51.7 billion, up 21.5% EBITDA TRL 6.0 billion,