HIGH QUALITY PRESTIGIOUS PROJECTS STANDARDS PRESTIGIOUS PROJECTS LINKING TURKEY TO THE FUTURE MENTS STADIUMS TUNNELS SHOPPING CENTERS RESIDENCES HIGH QUALITY MINES STANDARDS TECHNOLOGY WIDE PRODUCT R Türk Prysmian Kablo ve Sistemleri A.Ş. 2017 ANNUAL REPORT 2017 ANNUAL REPORT Türk Prysmian Kablo ve Sistemleri A.Ş. 2017 ANNUAL REPORT 1 2 2017 ANNUAL REPORT Türk Prysmian Kablo ve Sistemleri A.Ş. CONTENTS Preliminary Information 4-5 Message from the CEO 6-7 Türk Prysmian Kablo ve Sistemleri A.Ş. at a Glance 8 Organizational Structure 9 Company Boards 10-11 Board Members 12-13 Managers 14 Sales Structure 15 Prestigious Project References Directors’ Report 16 2017 Economic Overview 17 2018 Economic Expectations 18 2017 Sector Evaluation 19 R&D Activities 20 Attention! All Cables Are Not The Same... 21 Corporate Social Responsibility 22-23 Financial Analysis 24 The Statement of Responsibility & Dividend Distribution Proposal 25 Ordinary General Assembly Agenda Auditors’ Reports 26 Independent Auditor’s Report Related to the Annual Report 27-69 Independent Auditor’s Report on Consolidated Financial Statements Principles 70-81 Compliance Report 82-84 Türk Prysmian Ethical Code 3 PRELIMINARY INFORMATION � MESSAGE FROM THE CEO Dear Shareholders, Since the founding of our company in 1964, we have been leading the Turkish cable industry, with important accomplishments in the business. Inspired by our motto “Linking Turkey to the Future” which we have announced in 2011, we are making significant contributions to Turkey’s industrialization with our innovative products and investments. After a very tough year, both economically and politically, there were also positive developments both in Turkey and around the world in 2017. We all saw that the Turkish economy witnessed a very quick recovery period thanks to the economic measures taken. We, as Türk Prysmian Kablo, closed another successful year in 2017, as in previous years. With a capital increase , 2017 was also a Remarkable year for both our shareholders and us. Thanks to this capital increase, there has been a flow of TL 70,5 million in cash into the company. The usage of privileged rights reached up to 99,45%. The remaining shares was sold in the secondary market and the process was finalized with 100% contibution. The company’s equity became stronger after this successful capital increase process. This 100% participation made us proud, demonstrating once again the trust and support of all of our investors, most notably our majority shareholder, for our Company. Key Achievements As the Turkish operation of the Prysmian Group, worldwide leading company in energy and telecommunication cables industry, we had the chance to demonstrate once again that the motto “Linking Turkey to the Future” was not just a corporate motto, thanks to the projects we have carried out in 2017. As the cable supplier of many projects including Istanbul’s 3rd Airport, Yavuz Sultan Selim Bridge, Osmangazi Bridge, Dardanelles Strait Submarine Cable Project, Marmaray, Gerede Tunnels, Ilgaz and Avrasya Tunnel, which are some of Turkey’s giant projects, Türk Prysmian Kablo is again well-positioned to lead the industry in 2017. Some of the major projects we were proudly involved in and where our cables were used during the preceding year include Skyland İstanbul, which will be the tallest skyscraper in Turkey; Star Refinery, Turkey’s first private sector refinery; Eskişehir City Hospital, which has been chosen as the best health project in Europe; Kazan Soda Electricity Generation Facility, the biggest manufacturer of natural heavy soda ash and sodium bicarbonate in Europe; Şanlıurfa Göbeklitepe Museum, a UNESCO World Heritage candidate with a history dating to at least 11.600 years back; and Gaziantep Iconova projects, which were awarded the “Best High-Rise Architectural Residential Project” both in Turkey and in Europe. 4 2017 ANNUAL REPORT Furthermore, with the “Attention! All Cables Are Not The Same...” initiative we have been running since 2012, we led the way in the Construction Products Regulation (CPR), one of the most important milestones in our high quality and safe product journey which we are focusing on, once again demonstrating our expertise and leadership in the industry. We conducted many seminars in order to inform our industry about the Construction Products Regulation, which has become legally effective on July 1, 2017; we also prepared brochures and information cards detailing this regulation. CPR, as in the year 2017, will continue to be one of the most important topics of the Turkish cable industry in 2018. Being aware that we are the industry leaders, we will continue our efforts to inform the industry and create awareness in topics including quality and performance just we did in 2017. Human Resources Our highly educated, qualified, and accomplished personnel who continuously invest in themselves have a significant share in our pioneer role in the industry and our achievements. In a period when technology is rapidly moving and Industry 4.0 is becoming the main item on the agenda, we aim improving our qualified workforce on a continuous basis and are permanently investing on our human resources in line with this goal. Although the Prysmian Group has 82 factories in 50 countries, the Group asks us to train, improve and give similar skills to the members of staff, who have high potentials of becoming senior executives in global positions, at our Manufacturing Academy in Mudanya before their assignments, which is the biggest indicator of their trust in Turkey. In order to uphold this trust, we will continue to stand out within the Group in 2018 as well with our successful approaches. Future Outlook As in 2017, the markets may face uncertainties due to macroeconomic dynamics and geopolitical risks also in 2018. Although we are aware of the risks we must manage, we have positive expectations for the year 2018. Although we predict that 2018 will be not be an easy year, thanks to the strength we draw from the Prysmian Group, of which we are a part, and the support and positive energy of our self-sacrificing personnel, customers, suppliers and all of our shareholders who do not spare their support in our activities as well as our technological leadership, our openness to development, and our pioneering role, we believe that we will be able to maintain this momentum in 2018. Erkan Aydoğdu CEO Ercan Gökdağ Erkan Aydoğdu Halil İbrahim Kongur Board Member Vice Chairman Chairman & CFO & CEO & Factory Director 5 STOCCOLMA NASSJO MALMÖ ALBERTSLUND PRELIMINARY INFORMATION � 50 COUNTRIES TÜRK PRYSMİAN KABLO VE SİSTEMLERİ A.Ş. 82 PLANTS KOPENICK 17 R&D CENTERS GENERAL INFORMATION 21.000 EMPLOYEES CORNIMONT Prysmian’s business is centered on the key markets of Energy Cables MILANO and Systems, Telecom Cables and Systems, in which we are among NORTH the world leaders and innovators. For more than a century we have grown as a truly multinational corporation, deeply rooted in local AMERICA SANTA PERPETUA PIGNATARO M. markets throughout the world and building upon our core sectors. ISTANBUL VILANOVA Y LA GELTRÙ As being a member of Prysmian Group and as the oldest well- established and leading company in its sector, our vision is; to exhibit a creative and superior performance within the workforce with its 9 distinguished and innovative role, to have an organizational structure Plants which emphasizes openness and social responsibility, to keep customer satisfaction by providing long-term partnerships, to create a value for its stakeholders with permanence, to dedicate itself to improve the social conditions, to be always the leader of the sector in Turkey and international platform. Our mission is to add value to our shareholders and to the sector by providing to our customers, our partners and to the community innovative, technological, high quality and safe products which are adequate to standards. Our annuel report includes the period of 01.01.2017 and 31.12.2017. The Trade Registry Information about Türk Prysmian Kablo ve Sistemleri HUTCHINSON A.Ş. is above mentioned: Headquarters: Ömerbey Mah. Bursa Asfaltı Cad. No:51 Mudanya / BURSA HOUSTON Tel: +90 224 270 3000 Fax: +90 224 270 3024 DUBAI SOHAR YIXING Branch: Ömer Avni Mahallesi İnebolu Sok. Haktan İş Merkezi No:39 K:2 Setüstü Kabataş Beyoğlu/İSTANBUL MUSCAT Tel: +90 212 393 7700 Fax: +90 212 393 7762 Trade Registry Number: M0153/Bursa Merkez ABIDJIAN MELAKA Mersis No: 6783845359492210 SINGAPORE Web Site: www.prysmiangroup.com.tr SOUTH AMERICA CIKAMPEK Amendment of Articles of Association during business year: Within the period of 01.01.2017 - 31.12.2017 of our Company, change of Articles of Association has been made on 28.04.2017 and 09.02.2018 and it was announced at The Public Disclosure Platform. The link is below. https://www.kap.org.tr/tr/Bildirim/603350 https://www.kap.org.tr/tr/Bildirim/662490 6 https://www.kap.org.tr/tr/Bildirim/659328 Plants In accordance with board of directors decision of the company which is held on 13.07.2017; total capital of the company was increased to TL141,733,652 (hundred and forty one thousand million seven hundred thousand thirty three thousand six hundred and fifty two) by paid TL29,500,000 (twenty- nine million five hundred thousand) in cash with the ratio 26.28%. The revised edition of the articles of association is available on www.prysmiangroup.com.tr and www.kap.gov.tr. TÜRK PRYSMİAN KABLO VE SİSTEMLERİ A.Ş. AT A GLANCE Türk Prysmian Kablo ve Sistemleri A.Ş. is Turkish operation of Prysmian Group, worldwide leading company in energy and telecommunication cables’ industry following the merge realized between Prysmian and Draka, in 2011. The company is headquartered in Mudanya (Bursa) since 1964 and carries out its activities in a total area of 180.000 m² (covered area: 79.000 m²).