ANNUAL REPORT

Transcription

ANNUAL REPORT

ANNUAL REPORT
2013
CONTENTS
CORPORATE PROFILE...............................................................................................................................................................................................1
KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS........................................................................................................................................2
BİMEKS’S CAPITAL STRUCTURE...........................................................................................................................................................................3
BİMEKS’S MISSION....................................................................................................................................................................................................4
BİMEKS’S STRATEGY................................................................................................................................................................................................4
BİMEKS’S 2016 GOALS.............................................................................................................................................................................................4
BİMEKS’S STRENGTHS.............................................................................................................................................................................................5
BİMEKS’S CUSTOMER FOCUS.................................................................................................................................................................................6
THE BİMEKS RETAILING CONCEPT.......................................................................................................................................................................7
BİMEKS SERVICE POINTS........................................................................................................................................................................................8
BİMEKS: PAST AND PRESENT...............................................................................................................................................................................9
CHAIRMAN’S MESSAGE.........................................................................................................................................................................................10
THE WORLD AND TURKEY IN 2013...................................................................................................................................................................12
THE CONSUMER ELECTRONICS RETAILING SECTOR...................................................................................................................................14
ASSESSMENT OF ACTIVITIES IN 2013..............................................................................................................................................................16
STRATEGIES AND PERFORMANCE....................................................................................................................................................................16
R&D AND INVESTMENTS......................................................................................................................................................................................20
FUTURE EXPECTATIONS AND GOALS..............................................................................................................................................................21
HUMAN RESOURCES AT BİMEKS.......................................................................................................................................................................24
FULFILLING SOCIAL RESPONSIBILITIES AND INCREASING INFORMATION TECHNOLOGY AWARENESS.............................. 26
CORPORATE GOVERNANCE..................................................................................................................................................................................27
BOARD OF DIRECTORS..........................................................................................................................................................................................27
SENIOR MANAGEMENT.........................................................................................................................................................................................27
ORGANIZATIONAL STRUCTURE AT BIMEKS..................................................................................................................................................28
RISK MANAGEMENT AT BIMEKS........................................................................................................................................................................29
SUMMARY MANAGEMENT REPORT PRESENTED TO THE GENERAL ASSEMBLY............................................................................ 30
REPORT ON COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE - 2013.................................................................... 31
INTERNAL AUDIT AT BİMEKS.............................................................................................................................................................................51
FINANCIAL ANALYSIS AND EVALUATION BY BIMEKS MANAGEMENT...............................................................................................51
INFORMATION ON SHARE BUY-BACK PROGRAM BY BIMEKS IN THE REPORTING PERIOD...................................................... 53
MAJOR SHAREHOLDER AND FINAL CONTROLLING PARTY....................................................................................................................54
SUMMARY AUDIT REPORT..................................................................................................................................................................................55
DIVIDEND DISTRIBUTION PROPOSAL............................................................................................................................................................56
AUDITED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2013.............................................................................................................57
CONTACT DETAILS OF BIMEKS STORES AT THE END OF THE PERIOD......................................................................................................
Annual report for the year ending 31 December 2013
Bimeks Bilgi İşlem ve Dış Ticaret AŞ
Trade Registration Number: 270380-217962
Tuğmaner İş Merkezi Sütçüyolu Cad. No: 62 Yenisahra Ataşehir 34746 İstanbul
www.bimeks.com.tr
CORPORATE PROFILE
Founded in 1990, Bimeks is a leading technology retailer who focuses on strong and enduring customer satisfaction.
Operating through a nationwide chain of stores as well as through its online e-market located at www.bimeks.com.tr, Bimeks offers
customers a wide range of product options in the areas of:
•information technology,
•consumer electronics,
•telecommunications,
•white goods,
•small home appliances,
•personal care products.
A business model enriched by a diversified retailing approach and web-based sales is further strengthened by Bimeks’s essential corporate
values of trustworthiness and honesty. Bimeks’s fundamental commitment to its customers is to allow them to have a consistently positive
and enjoyable shopping experience with a “best-price” guarantee.
Bimeks is focused on maintaining a sustainable growth performance as it continues to benefit from the strengths of its competent human
resources and high level of customer satisfaction in the future as well.
Bimeks was the first and is still the only company in Turkey’s consumer electronics sector to have been awarded an internationally
recognized credit rating. On 26 April 2013 JCR Eurasia Rating confirmed Bimeks’s long-term and short-term national (Trk) credit ratings
as “BBB+” and “A-2” respectively, for the latter of which it also upgraded its outlook to “positive”. These ratings place Bimeks in the
“investment grade” category. The agency also confirmed both the company’s long-term international foreign-currency and its long-term
international local-currency ratings as “BB”.
At 31 December 2013, Bimeks had 1,116 people on its payroll.
As of the same date. The Bimeks chain consists of 106 stores (of which 44 are franchisees) located in 49 of Turkey’s cities. All these stores
serve customers with a rich array of products spread out across a combined sales space totaling 95,985 m2. Bimeks’s other product and
service delivery channel is its online store which, located at www.bimeks.com.tr, generated 5.4% of the company’s retail sales last year.
As of 31 December 2013, Bimeks’s capital amounted to TL 120,000,000, all of which was fully paid-in. The company’s shares are traded on
the Borsal İstanbul (BIST) National Market under the BMEKS symbol. According to its independently-audited financial statements dated 31
December 2013, Bimeks’s total assets were worth TL 522 million (USD 274 million).
BİMEKS Annual Report 2013
1
KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS
Bimeks continued to boost its sales in 2013. In the three years to end-2013 the company’s sales as measured on a Turkish lira-basis grew
by an annualized compound rate of 33%, a performance that is 15 points higher than that of the Turkish consumer electronics sector as a
whole. Bimeks booked an EBITDA of TL 36.7 million and an EBITDA margin of around 5.3% in 2012.
PRINCIPAL FINANCIAL INDICATORS (Values in TL million unless otherwise indicated)
Total Net Sales
Total Assets
Shareholders’ Equity
Net Income
Earnings per Share (Consolidated / TL 1 par Value per Share)
LIQUIDITY RATIOS
Current Ratio
Cash Ratio
Acid Test Ratio
PROFITABILITY RATIOS %
Pre-tax profit / net sales
Pre-tax profit / Shareholders’ equity
FINANCIAL STRUCTURE RATIOS %
Total liabilities / Shareholders’ equity
Short-term liabilities / Shareholders’ equity
Long-term liabilities / Shareholders’ equity
Shareholders’ equity / Total liabilities
2013
2012
696,576
522,333
134,549
12,153
0.10
494,531
337,564
115,224
1,909
0.02
2013
2012
112%
19%
32%
156%
42%
58%
2013
2012
2.05%
10.60%
0.64%
2.80%
2013
2012
288%
275%
14%
26%
193%
142%
51%
34%
BİMEKS’S PARTNERSHIP AND CAPITAL STRUCTURE
(31 December 2013)
Publicly-held
38%
Murat Akgiray and Ömer Akgiray
21%
Owned by the Company
2%
SPV Bilişim + Bimeks Bilişim
Others
7%
* SPV Bilişim and Bimeks Bilişim’s majority stockholder is Mehmet Murat Akgiray.
2
32%
BİMEKS’S CAPITAL STRUCTURE
Bimeks has subscribed to the registered share capital system as per the requirements of the Capital Markets Law (Statute 2499). The
company made the changeover to that system with the issuance of a Capital Markets Board (CMB) license (8/253) dated 9 March 2011.
The company’s registered share capital amounts to TL 200,000,000 (two hundred million Turkish liras) consisting of 200,000,000 (two
hundred million) shares each with a par value of TL 1 (one Turkish lira). The registered share capital ceiling authorized by the CMB license is
valid for a five-year period beginning on 1 January 2011 and ending on 31 December 2015. As of the balance sheet date (31 December 2012),
Bimeks’s issued capital amounted to TL 120,000,000.
Shareholder
SPV Bilişim ve Dış Tic. A.Ş.
Mehmet Murat Akgiray
Bimeks Bilgi İşlem ve Dış Tic. A.Ş.
Ömer Akgiray
Süha Eyisoylu
Bimeks Bilişim ve Yönetim A.Ş.
Muhammet Haluk Sur
Erkan Demir
Muhittin Şenel
Önder Yüksel
Muhammet Arif Bayraktar
Ahmet Süleyman Şen
Kayhan Ozar
Ahmet Karslıoğlu
Others
Publicly-held
TOTAL
Number of shares
36,676,292
22,224,660
2,150,000
2,860,542
2,789,328
1,354,000
2,339,328
614,036
614,036
614,036
614,036
300,000
300,000
300,000
506,000
45,743,708
120,000,000
% stake
30.6%
18.5%
1.8%
2.4%
2.3%
1.1%
1.9%
0.5%
0.5%
0.5%
0.5%
0.3%
0.3%
0.3%
0.4%
38.1%
100.0%
SUBSIDIARIES
SERBİM BİLGİSAYAR DESTEK VE TİCARET A.Ş.
Serbim Bilgisayar Destek ve Ticaret AŞ (SERBİM) is a Bimeks subsidiary in which Bimeks controls a 99.49% share, worth TL 994,860, of the
company’s TL 1,000,000 in capital. SERBİM was set up to provide after-sales services to Bimeks customers and is actively engaged in such
activities as installation, technical service provision, and defective product processing and resolution.
ELECTROWORLD İÇ VE DIŞ TİCARET AŞ
Electroworld İç ve Dış Ticaret AŞ (capital: TRL 178,050,000) is now a wholly-owned subsidiary of Bimeks.
On 31 October 2013 Bimeks purchased all of the shares in Electroworld, another company active in the organized technology-retailing
market, from DSG European Investments Limited, a subsidiary of UK-based Dixons Retail Plc. Following this acquisition, Electroworld’s 23
outlets (14 large and 9 normal) with a total of 51,501 m2 of sales space along with their 450 employees were added to Bimeks’s own retailing
and service network.
3
BİMEKS’S MISSION
Bimeks’s mission is to develop pleasurable shopping environments in which new products and technologies spawned by the digital
revolution may be sold under suitable conditions of price, financing, service, and warranty.
BİMEKS’S STRATEGY
With 23 years of experience, Bimeks is a well-known and trusted name in the consumer electronics retailing business line.
Bimeks pursues a multichannel, multi-format growth strategy that avoids the need for large amounts of capital investment.
Bimeks’s strategy enhances its structural durability while making it possible for the company to keep pace with and proactively respond to
consumers’ constantly changing preferences and demands.
Bimeks will continue to open its new “Teknoport” format stores (stores with 1,000 m2 or more of floor space) while effectively pursuing its
unique Franchising Business Partner program as a way of expanding both its geographical reach and its usable sales space.
In addition to its organic growth strategy, in 2013 Bimeks also pursued additional growth through acquisitions. Last year Bimeks purchased
all of the shares in Electroworld, another company active in the organized technology-retailing market while also entering into an agreement
with another, Darty, that involved taking over all of that company’s stores and personnel.
By providing the backbone on which they may be supported, an extensive geographical reach is an essential element of the company’s
approach to web-based sales and services. The Bimeks Franchising Business Partner program was conceived and designed as a way of
expanding the company’s network of stores. First introduced in cities around the country in 2010, as of end-2013 106 of the stores in the
Bimeks were owned and operated by franchising business partners.
Bimeks is a company that has the flexibility it needs to adapt to market conditions as they are directly affected both by consumer trends and
by a national economy characterized by steady growth. Such flexibility means that the company is able to conduct its operations through
stores in a range of formats and locations and that it can adjust its mix of both as circumstances make necessary. This allows Bimeks
to focus on responding to customers’ needs and developing its retailing structures accordingly by means of a management team whose
members are experienced, talented, and familiar with Bimeks traditions.
Bimeks’s strategy is realized through a business model that pursues growth through four main delivery channels.
TEKNOPORTS
Bimeks’s goal is to open at least two large-format (Teknoport) stores in
metropolitan areas every year.
COMPETITOR
ACQUISITIONS
(INORGANIC GROWTH)
Bimeks supported its organic growth strategy by having recourse to
inorganic growth through the acquisition of two of its sector’s major players.
E-STORE PLATFORM
The ongoing development of Bimeks’s online sales capabilities is a matter
of great importance.
PURSUING NATIONWIDE
GROWTH THROUGH
FRANCHISING BUSINESS
PARTNERS
Bimeks seeks to pursue growth outside metropolitan areas primarily
through the implementation of its franchising model.
BİMEKS’S 2016 GOALS
Bimeks’s goal is to be serving customers in 81 cities through 190 stores with a total of 143,000 m2 of sales space and
to continue increasing market share so that it is one of the top two companies in the technology retailing sector by
2016.
4
BİMEKS’S STRENGTHS
A unique approach to retailing: A business model that is enriched by web-driven sales
Bimeks has a unique business model which it has developed by examining and analyzing fundamental trends in national and international
consumer product markets, socioeconomic developments, and changes in demand. Taking such issues into account, it has formulated a
business model that complements a traditional physical presence by simultaneously incorporating a strong online e-store as well. This model
also represents one of the cornerstones of Bimeks’s success.
Keeping customers accessing to the latest technologies
An extensive product line consisting of information technology products, consumer electronics, telecommunication products, home
appliances, white goods, and personal care products is a fundamental element that distinguishes Bimeks and puts it in the front ranks in
competition. The proactive approach that Bimeks takes in keeping up with consumer preferences when deciding what products to bring into
its stores is complemented by its effective procurement and stock management competencies.
A brand that is synonymous with confidence, honesty, and support
The Bimeks brand is a strong and enduring one. Enjoying a high level of recognition, the Bimeks name is synonymous with confidence,
honesty, and support among consumers. Bimeks regards the reputation that it enjoys among consumers as both a leader and an innovator
as an important landmark on its growth roadmap. Bimeks is one of its sector’s leading players in customer loyalty surveys.
The Bimeks difference in after-sales services
After-sales technical support has an important place in Bimeks’s service cycle. Bimeks’s approach to after-sales service is one of the most
important mainstays of its customers’ loyalty. The company gives as much importance to and is as mindful of its after-sales services as its
sales themselves.
Transition to a web-based business model: High growth potential
Bimeks reaches consumers not just through traditional “bricks-and-mortar” stores but also through web-based e-stores. Bimeks’s move in
the direction of an internet-based business model in recent years nourishes the company’s high growth potential and while also reinforcing
its competitive strength.
In December 2011 Bimeks launched its “Bidakka” [One Minute Please] service that promises to deliver goods (up to and including TV-sized
products) to customers in 16 cities within 180 minutes following the customers’ orders.
Bimeks’s One Minute Please service also allows customers to determine the dates and times when their orders will be delivered.
Both the capital and the management structure needed for sustainable growth
Bimeks’s superior management know-how gives it the ability to analyze markets correctly and objectively while its financial clout enables it to
acquire competitors who have been identified as being compatible with its own corporate growth strategy.
A strong management team
Bimeks has a strong, professional, and talented management team. By effectively and insightfully running the company’s business while
also motivating and managing its human resources, this management team is the guarantee of the company’s ability to execute its business
strategies in a correct and timely way as it advances towards its corporate goals.
5
BİMEKS’S CUSTOMER FOCUS
At Bimeks, the customer is at the focal point of everything
Information technology and consumer electronics retailing requires that one do business in a market environment that is highly competitive
and volatile. At the same time, consumer demands are also constantly changing, which means that one must simultaneously provide quality
service that addresses and satisfies many different needs. Bimeks is one of Turkey’s model service providers with a customer focus that
embraces the elements of:
•Well-trained sales and after sales staff who are capable of providing customers with support whenever they need it,
•A rich selection of fashion products,
•A sophisticated store concept that allows customers to browse and examine while also providing relaxation and refreshment opportunity
with cafes for adults and play spaces for children,
•Straightforward, fast, and effective sales and delivery processes,
•Integrated physical and online sales competencies,
•A solution-focused, high-quality, and seamless pre- and after-sales support system,
•Attractive financing options.
Bimeks’s approach to service is one which is friendly responding to customers’ wishes immediately, in a reliable, fast, and innovative way.
In order to make this approach an ongoing reality and to provide the consumer with the newest products available, Bimeks focuses on:
•Continuously training its human resources
•Constantly satisfying the customer’s wishes in the most effective way possible before, during, and after sales
•Further developing Bimeks store concepts
Bimeks is firmly committed to continuing its investments in these areas.
6
THE BİMEKS RETAILING CONCEPT
Rooting its retailing concept in two types of stores defined as “Normal” and “Mega”, Bimeks continues to be the address of innovation in
technology retailing in Turkey.
As of March 2014, Bimeks was serving customers at 108 locations. (This number does not include the Darty stores that were taken over last
year.)
BREAKDOWN OF BİMEKS STORES BY SALES AREA
19 Small
(0 - 250 m2) Store
3,514 m2
4%
65 Standard
(250 - 1,000 m2) Store
27,967 m2
23 Teknoport
(>1,000 m2) Store
63,008 m2
67%
29%
Small stores
Bimeks’s chain also includes a number of small-format stores whose sales space amounts to less than 250 m2 each. These are outlets that
were originally opened in Bimeks’s early years. They are located in shopping malls were there is dense customer traffic and offer mainly
information technology-related products.
Normal stores
Bimeks’s “Normal” class stores are medium-sized retail outlets with sales area ranging from 250 m² to 1,000 m² in size. Normal stores are
located in shopping centers where there is already sufficient customer traffic to justify them. They stock and sell a limited number of goods
that are carryable, valuable, and predominantly IT-oriented.
Mega stores: Teknoport
Bimeks mega stores are promoted under the “Teknoport” name and have sales area in the 1,000 m² to 4,000 m² range. Through its Teknoport
outlets, Bimeks offers its customers a huge array of products under the same roof. The Teknoport concept requires that the stores be able
to generate customer traffic on their own. Introduced initially in İstanbul, the Teknoport concept was subsequently deployed in Adana,
Ankara, Antalya, Bursa, Denizli, Gaziantep, Konya and Mersin. At end-2012 there were nine Teknoport stores in the Bimeks chain.
Bimeks franchise stores
Originally introduced in 2010, stores that operate under Bimeks franchise agreements represent an important element of the company’s
future growth plans. The Bimeks franchise model is unique as it does not burden the franchisee with the inventory financing and stockmaintenance costs. This model makes it possible for Bimeks to expand its geographical presence more rapidly while also providing
franchisees with a business opportunity that has substantial profit and growth potential. Among existing Bimeks franchisees there are
some who have invested in more than one store located in different cities. In the Bimeks franchising model, the franchisee concentrates only
on sales and store management: issues such as stock management and national-level marketing are the responsibility of the franchisor
(Bimeks).
Online store
Located at www.bimeks.com.tr, Bimeks’s E-store went into service for the first time in 2009. Through its use of attractive campaigns and a
carefully crafted pricing strategy, it continues to attract increasingly more customers as time goes by. Bimeks believes that online sales
through its e-store will be one of the engines of its future growth in the years ahead. In 2013, online sales accounted for nearly 7% of
Bimeks’s total sales revenues. The web-based channel however is supported by an extensive geographical reach that makes it possible for
goods purchased online to be delivered to customers faster, more cheaply, and more reliably.
7
BİMEKS SERVICE POINTS *
Stores
Stores
(Planned 2014)
*
A complete list of Bimeks stores, locations,
and contact information is provided inside the
back cover of this report.
At end-2013, the Bimeks extensive chain of service points consisted of 106 stores of which 21 were located in İstanbul; seven in Ankara, five
in Antalya; four each in Muğla, Aydın and Manisa; three each in İzmir, Bursa, Konya and Samsun; two each in Bolu, Denizli, Elazığ, Gaziantep,
Hatay, Kahramanmaraş, Kocaeli, Kütahya, Ordu, and Şanlıurfa; and one each in Kayseri, Adana, Adıyaman, Trabzon, Eskişehir, Nevşehir,
Kastamonu, Diyarbakır, Batman, Malatya, Erzincan, Düzce, Çorum, Sakarya, Van, Balıkesir, Uşak, Sivas, Çankırı, Aksaray, Tekirdağ, Edirne,
Çanakkale, Çankırı, Karabük, Mersin, Muş, Siirt, and Yalova.
Mega stores:
•Yeşilköy Teknoport (İstanbul- Avrupa),
•Metrocity Teknoport (İstanbul-Avrupa),
•Forum Marmara Teknoport (İstanbul-Avrupa),
•Neomarin Teknoport (İstanbul-Anadolu),
•Buyaka Teknoport (İstanbul-Anadolu),
•Capacity Bakırköy Teknoport (İstanbul-Avrupa),
•Bostancı Teknoport (İstanbul-Anadolu),
•Torium Teknoport (İstanbul-Avrupa),
•Gaziosmanpaşa Teknoport (İstanbul-Avrupa),
•Kartal Teknoport (İstanbul-Anadolu),
•Viaport Teknoport (İstanbul-Anadolu), Acity Teknoport (Ankara),
•Çankaya 365 Teknoport (Ankara),
•Anatolium Teknoport (Ankara),
•Gordion Teknoport (Ankara),
•Ankamall Teknoport (Ankara), Bedesten Teknoport (Gaziantep),
•Nilüfer Teknoport (Bursa),
•Bursa Teknoport,
•Seyhan Teknoport (Adana),
•Mersin Teknoport,
•Kepez Teknoport (Antalya),
•Selçuk Teknoport (Konya),
•Sümer Teknoport (Denizli).
Bimeks’s core business activity consists of consumer electronics, white goods, small home appliances, and information technology products
retailing. This extensive mix means that the company can attract a broad range of customers and serve them across an equally broad range
of needs. The current product mix is constantly being updated and can be viewed at any time at www.bimeks.com.tr.
Because they must have at least 1,000 m2 of sales area, Bimeks’s mega-format (Teknoport) stores not only sell information technology
products, consumer electronics, personal care products, small home appliances, digital games and music, and toys but also have a variety of
non-retailing spaces such as cafes, playgrounds, print centers, and DHL contact points that customers may take advantage of.
In 2009, Bimeks began offering an extensive lineup of domestic and foreign white goods brands at its stores. In addition to being sold in
provinces where these stores are located, such appliances can also be ordered online and delivered to any address in Turkey.
8
BİMEKS: PAST AND PRESENT
The early years and initial ventures
Founded in 1990 by the Akgiray family, Bimeks was active in the importation and sale of software in Turkey during its earliest years as
a company. In 1996 Bimeks decided to refocus itself on information technology product retailing and it opened its first retail stores in
İstanbul. By the end of the same decade, the Bimeks brand and retailing concept had firmly established the company’s presence in the
market and it began to expand.
Developments in equity and post-crisis growth
In the early 2000s, Bimeks adhered to a policy of pursuing growth and building up its equity resources.
Despite the severe crisis that the Turkish economy went through in 2001, Bimeks not only defended its market position but also increased
the number of its stores while revitalizing its retailing concepts in light of customer demand. During the same period, the company
registered steady and solid increases in its turnover while continuing to perform and grow strongly.
Growth and expansion
Bimeks has been focusing on rapid growth and expansion since 2005. The overall number of stores in operation increased to 21 in 2006
while the company continued to invest without letup within the framework of its strategic business plan. By end-2008, Bimeks had 30 stores
with a total of 18,600 m² of sales area.
As it underwent this growth, Bimeks also drew the attention of domestic and international investors. In the last quarter of 2008, Londonbased RP Capital Group purchased a 10% stake in Bimeks.
The global crisis and Bimeks
The global crisis that so deeply affected economies around the world caused the Turkish economy to shrink by 4.7% in 2009. A strong and
disciplined financial structure however made it possible for Bimeks to maintain its market presence and to implement productivity-focused
strategies even in the face of global crisis conditions.
Return to strong economic growth: The Bimeks Franchising Business Partner program and e-store
With the Turkish economy recovering strongly from the global economic crisis in 2010, Bimeks launched the Franchising Business Partner
program that it had been working on for some time and the first such stores were opened that year in Kastamonu, Manisa, and Diyarbakır.
Another thirteen franchise stores were opened in 2013 in the provinces of U İstanbul, Aydın, Antalya, Elazığ, Bolu, Muğla, Muş, İzmir,
Adıyaman, Yalova, Erzurum, and Karabük. With these additions, the total number of stores in Bimeks’s national chain reached 106 of which
44 were franchisee-owned and operated. At the same time and because Bimeks regards online sales as one of the driving forces of its future
growth, e-store project development and investment activities were also carried out last year.
Sustainable growth through a multichannel growth strategy
Bimeks engages in a never-ending effort to provide its customers with the very best. The company seeks to create more value for all of its
stakeholders through its nationwide growth plan. Bimeks engages in a never-ending effort to provide its customers with the very best.
The company seeks to create more value for all of its stakeholders through its nationwide growth plan. Consistent with its reputation as a
highly visible and recognizable technology products retailer in Turkey, Bimeks once again achieved above-sector average growth rates by
registering strong results in total sales and average sales revenues per square meter of sales space and per employee.
Company and asset acquisitions: Inorganic growth
In 2013 Bimeks took over control of Electroworld, a subsidiary of the UK-based Dixons Group, which is active in the same business line as
itself, by purchasing all of the shares representing Electroworld’s capital.
Following the acquisition, the formalities of which were completed on 31 October 2013, Electroworld’s 23 outlets (14 large and 9 normal) with
a total of 51,501 m2 of sales space along with their 450 employees were added to Bimeks’s own retailing and service network.
Less than two months later in December, Bimeks signed an asset-purchase agreement with Kesa Turkey UK Ltd covering Bimeks’s acquisition
of all 28 of the Darty stores owned in Turkey by the UK-based Darty Group, along with the stores’ fixtures and stocks. Under the same
agreement, all of the stores’ personnel were also added to Bimeks’s own payroll. The 28 stores thus acquired have a total sales space of
32,000 m2, which is on schedule to be incorporated into the Bimeks chain by the end of April 2014.
Notwithstanding this conveyance of its assets, Kesa Turkey UK Ltd remains an active company and is a member of the Kesa Group. Under the
terms of the agreement, Bimeks is not a party to or a potential assignee of any commercial or financial transactions that Kesa Turkey may be
involved in with others.
With these two acquisitions–one of an entire company (Electroworld) and the other of a company’s assets (Darty)–will almost certainly have
boosted itself at least to second place in the Turkish organized technology retailing sector’s league table on the basis of such criteria as
number of stores, cities where it has a presence, net sales revenues, and market share by the end of 2014.
9
CHAIRMAN’S MESSAGE
Esteemed shareholders,
Welcome to Bimeks annual general meeting for 2013.
Before presenting our 2013 financial statements for your consideration, I want to take this opportunity
first to present the highlights of our progress and results last year and then to share with you my
thoughts on the economic and sectoral outlook both for the world and in our country.
2013 was a year in which Bimeks not only continued to make sound progress in its financial results but
also achieved remarkable growth by taking over two other major firms in Turkey’s technology retailing
sector: Electroworld and Darty.
Thanks in no small part to our robust equity resources and solid capital structure as well as to the steady
year-on-year improvement in our operational productivity, we had a successful year in 2013. With our net sales rising to TRL 697 million, our
net sales/square meter of floor space ratio reached TRL 13,800 and our net sales/employee ratio averaged TRL 790,000.
Our turnover was up by 40% year-on in 2013. More than three times the 12% rise in electronics retailing and nearly half again the 28% rise
in technology retailing, this performance is clear confirmation of our sound growth strategy.
Looking over the results of the most recent four years, Bimeks’ 38% average rate of year-on growth has outperformed the Turkish
electronics retailing sector’s 22% and even beaten the technology retailing sector’s average of 36%.
While this situation is a consequence of Bimeks adherence to a sustainable growth strategy, it was also supported by our successful
financial performance last year. Having made that statement, I now want to back it up by presenting a few of our 2013 financial results.
Our company’s gross sales profit weighed in at TRL 127 million and our gross profit margin stood at 18.2%. Our EBITDA margin, which is an
important indicator of our company’s operational effectiveness, was 5.3; in absolute terms it amounted to TRL 37 million. The number of our
stores increased by 53% and reached 106 last year while the number of provincial centers in which Bimeks has a physical presence reached
49. Our total sales space stood at 95,000 m2 at year-end.
A year of sectoral consolidation
For the technology retailing business, 2013 was a year of sectoral consolidation. Last year Bimeks entered into two agreements through
which it acquired two of its major competitors in this business line: Electroworld and Darty. The former, in possession of a network of 14
“mega” and 18 “franchise” stores, was purchased from UK-based Dixons in November while the latter, consisting of 28 Turkish outlets
of France’s biggest technology retailing chain, was acquired in December. The process of transferring control of the Darty stores will be
completed in early 2014.
Over the next three years, our goals will be to increase the number of provincial centers in which we deal with customers from 49 to 81 and to
reach a total net sales space of about 130,000 m2.
Bimeks’ three promises
There is a fundamental principle by which Bimeks always abides and that is to provide customers with service where, when, and how we tell
them we are going to. We call this principle “The Three Bimeks Promises”. Just as we have always done in the past so too in the future, we will
continue to keep those promises.
Our franchising business partners are accelerating our growth throughout Turkey.
The “Store Business Partnership” (MİO) business model that Bimeks introduced in 2010 has proven to be the engine of our growth
especially throughout the Anatolian heartland. The number of stores opened through this unique business model, which provides a win/win
opportunity for both Bimeks and its franchise business partners, has reached 47.
The MİO model is a cornerstone of our organic growth strategy and we intend to continue implementing it. In the near term, we plan to have
at least 70 MİO franchise stores by the end of 2014 and to increase that number to at least 100 over the next three years.
Our growth also benefits from our having invested in e-retailing and omnichannel distribution at an early stage.
As a business and commercial endeavor, e-retailing’s extraordinary worldwide growth and development have made it a part of our everyday
lives. Even the world’s biggest retailers are striving to understand the threats and opportunities that this unparalleled phenomenon entails
and to redesign their business models accordingly.
From the very outset, Bimeks has never regarded web-based product sales as something distinct from its store-based operations but rather
as a process complementing them.
E-retailing has inevitably captured–and will continue to capture–a share of the business that goes to traditional, store-based retailing. That
said, we do not regard these two retailing channels as being detached from each other and that is why we have erected our business model
on an omnichannel strategy instead. That is also why we designed and implemented bimeks.com.tr to be a Bimeks store that makes use of the
same stock and logistics infrastructure as every other Bimeks store.
10
The crucial factor that gives Bimeks the strategic advantage that it enjoys in e-commerce is the integrated enterprise resource planning
(ERP) program produced by its own strong team of software specialists and installed and managed throughout the company. This entirely
home-grown ERP system is what enables our company to manage its stocks, orders, logistics, and costs in real time. This system not only
gives us the ability to generate added value in terms of cost and efficiency but also gives us a substantial–and sustainable–competitive edge
in the omnichannel retailing and e-commerce business models that will shape the future course of retailing as a whole.
Located at bimeks.com.tr, our online store is visited by 150,000 people a day on average. Last year 98,220 people purchased 132,547 items
through it.
At this juncture there is one thing I especially want to emphasize: Bimeks is and will remain a strong, store-based retailer. Our unique
approach to investment and business modeling however have already begun to transform the astonishing and rapidly growing potential in
e-commerce into meaningful performance.
As a service provider who set out on this path and installed proper infrastructure earlier than most, I can confidently say that Bimeks is well
positioned to exploit all of the impressive opportunities that this new form of retailing makes possible.
Esteemed shareholders:
In this part of my message I wish to share with you my views about the global economy and our company’s goals concerning the future.
Competing and achieving leadership in a rapidly-changing world
In the last thirty years global integration has reached the highest level: there is now a world economy that is accessible to all actors.
The business world today must contend with a process of change whose momentum becomes even greater day by day. Revolutionary
advances in information technologies and the internet age that we have entered following them in particular have forced companies into
radical and rapid change. Change has become a prerequisite of life and essential to market survival. The evolution of information technology
is substantially flattening and simplifying companies’ organizational structures while the internet is redefining how we do business and
approach markets.
Mobility and social media have acquired tremendous importance while algorithmic commerce based on sound market and customer data have
begun to rewrite the rules of the game and of competition. We are moving rapidly towards a market structure in which price levels will be
determined algorithmically and demand-compatible supply will be managed proactively. The global giants of e-retailing are engaged in many
different efforts on this front and we are keeping a close watch on them.
We stand at a critical threshold that will shape the future. While the global economy and business world are undergoing this change on the
one hand, they are searching for ways to cast off the lingering effects of the recent global financial contraction.
With its robust public finances, sound budget performance, and vibrant commercial structure brought on by rapid urbanization, Turkey
retains its profile of a strong and promising country. One thing that is for certain is that we believe in the future and potential of our nation
and we are excited by the prospect of being a part of that future.
We believe that every company that is part of this country’s economic life–and that includes our own–has responsibilities to bear and roles
to play in shaping the future.
Bimeks will continue to correctly read the future of its own sector as well as that of the global arena and to structure its business models so
as to be flexible and dynamic accordingly. We know that rapid change poses a serious threat to slow-moving, ungainly structures but that it
offers unmissable opportunities for companies that are dynamic and flexible.
As a company we regard acting on the basis of multi-year plans and goals, being coherent and consistent, and absolutely avoiding
stargazing as the building blocks of our vision of the future. We know that calculated boldness is what will set attractive opportunities in
front of companies. Indeed the two strategic steps that we took in 2013 are the outcome of such calculated boldness.
As we stand on the threshold of exciting changes in technology retailing, I believe that together with all of you–our shareholders, our
employees, our business partners, our suppliers, and our customers–we shall continue to be a company that inspires hope in, is beneficial to,
and is trusted by all of its stakeholders.
Speaking personally on behalf of our Board of Directors, I take this opportunity to express my gratitude to you and all of our other
stakeholders while also offering my thanks to all of our competitors for giving us the motivation to be stronger, more productive, and more
profitable.
With my sincere respects,
Murat Akgiray
Chairman of the Board of Directors
11
THE WORLD AND TURKEY IN 2013
Developed countries’ central banks set the rules of the game.
The monetary policies and practices of developed countries’ central banks–not least of them the US Federal Reserve–continued to determine
the rules governing global financial markets.
The US economy performed relatively well in 2013. While the Euro Area also began to send out modestly hopeful signals as well last year,
the weakness in its economic activity continued to dominate. The principal factors contributing to this persistent frailty were high rates of
unemployment and extremely sluggish credit mechanisms.
As the chief monetary policymaker of an economic zone confronted by a genuine risk of deflation, the European Central Bank continued to
maintain its expansionist stance. Striving to spark and sustain economic recovery, the bank sought to reactivate lending mechanisms by
cutting its interest rates twice in 2013. Expectations at this time are that the Euro Zone’s recovery will at least continue, however slowly that
may be, in the period ahead.
The end of expansionist monetary policies
In the wake of the global financial crisis of 2008, the world’s leading central banks adopted and implemented expansionist monetary policies
whose aim was to prevent recession from becoming worse. Implicit in these policies was the understanding that they would be terminated
once global economic activity returned to normal. The Fed’s chairmen Ben Bernanke gave the first signals that this might actually happen in
a speech that he made in May 2013.
The implication was that such an action would take the form of a two-stage process. In the near term, the Fed would curtail the liquidity it was
letting loose into markets by cutting back its bond/asset purchases. In the medium and longer term, the Fed would begin raising interest
rates above their historically low levels once specified macroeconomic criteria had been satisfied.
For 2014 therefore the expectation is that interest rates will remain low for some time even as the liquidity being supplied to market is
reduced. For the medium and longer term however it is all but certain that interest rates will rise in order to counter the inflationary effects
caused by the Fed’s “quantitative easing”.
Volatile global appetite for risk
One almost immediate outcome of Bernanke’s speech was a heightened volatility in the global appetite for risk that especially made itself felt
in the second half of 2013. This manifested itself especially as instability and uncertainty in the short-term capital flows then being directed
to developing countries. Having previously been the engines of the global economy in the aftermath of the global financial crisis, those
countries had already been witness to declining growth rates for nearly two years.
At the global level, there was an across-the-board repricing of financial assets in every category and developing countries’ currencies
lost value as bond interest rates began to rise once again in 2013. In the period ahead, we may expect to see a gradual transition from an
environment characterized by abundant global liquidity and cheap money to one in which central banks must work at shrinking their balance
sheets.
The Turkish economy’s performance remained on course.
After successfully managing a “soft landing” in 2012, the Turkish economy performed even better in 2013.
GDP growth accelerated in 2013, reaching around the 4% level year-on.
The attentions of economic policymakers, not least of them the Turkish central bank (TCMB), were focused on a growth strategy rooted in
nurturing domestic demand. Such domestically-driven demand however was not without its risks in the form of a bigger current account
deficit and upward pressure on inflation. In the second half of 2013 TCMB found it particularly necessary to make some policy revisions.
This was because the mounting worldwide ambiguities as to other countries’ monetary policies were causing capital to leach out of
developing countries, Turkey being one of them. Two issues that are likely to remain on our agenda for some time yet to come therefore are
(1) weak global growth and (2) a volatile or even depressed global appetite for risk.
12
Depreciation in the Turkish lira
The value of the Turkish lira slipped towards the end of the year and there was a modest overall rise in TCMB interest rates. Owing to the
pass-through effects of higher exchange rates, inflation was higher than the bank’s target and ended up at 7.40% on a 12-month basis.
Fuelled by economic recovery, the demand for imports was higher in 2013 and this brought about something of an increase in the current
account deficit. On a year-to-year basis the deficit’s ratio to GDP was above what had been called for in the Medium-Term Program.
The current account deficit is expected to shrink.
For 2014, one expectation is that the demand for imports will diminish somewhat as economic activity cools off. Another is that, as Euro Zone
economies continue to recover, resurgent demand among them will have a favorable impact on Turkey’s exports. Both trends will support
shrinkage in the country’s current account deficit.
Commitment and discipline in fiscal policies and practices
Two things would appear to confirm the robustness of the macroeconomic picture in Turkey: One is that growth is being maintained despite
a smaller contribution by public-sector investment and expenditure; the other is that there has been no obvious impairment in budget
discipline.
Looking now to 2014 and 2015, looming just over the horizon are three quite different and crucial elections. Despite this, it seems likely that
the consistency in fiscal management that has been achieved will be maintained.
TCMB is moving towards a new policy mix.
TCMB appears to be headed towards a new policy mix with the aim of dealing with the new global liquidity conditions that are expected to
emerge in the second half of 2013 so as to concentrate on price stability by preventing speculative attacks on the Turkish lira’s value and
curbing inflationary expectations.
The bank is adhering to a strategy that balances gradual tightening of monetary policy on the one hand with effective management of
growth and inflation on the other. It is making a concerted effort to moderate both exchange rate volatilities and inflationary pressures
through the use of front-loaded interest rates.
2014 will be a year of coming to terms with a new normalcy.
2014 will be a year in which both the Turkish and the global economies will have to come to terms with a new sort of normalcy.
In the process of this accommodation, it should be possible to achieve the ultimate objectives by taking proper precautions but that is not to
say that there will be no untoward movements in some economic indicators. The macroeconomic framework and the policies through which it
is managed will necessarily be affected by many factors such as the overall course of the global economy, commodity prices, and geopolitical
risks.
One outstanding advantage that the Turkish economy enjoys is its successfully disciplined fiscal management in the face of fragilities
associated with a host of external factors.
Both the 2014 Budget Act and Medium-Term Program clearly assert that there is to be no turning away from the positive performance that
has been achieved in fiscal policy.
TCMB for its part will continue to restrain volatilities in the Turkish lira, to fend off speculative attacks against the currency, and to abide by
practices that quash markets’ inflationary expectations.
13
THE CONSUMER ELECTRONICS RETAILING SECTOR
The consumer electronics retailing sector continued to grow in 2013. The global market for consumer electronics is thought to have been
worth close to USD 15.6 billion last year.1
Although suffering from a contraction brought on by the global economic crisis that has been impacting the world economy since 2008, the
information technology retailing and consumer electronics markets flattened out in 2009 and resumed growing in 2010. The total value of
the IT, consumer electronics, white goods, and home appliance retailing sector (from which are excluded corporate/institutional and publicsector procurements) is estimated to have been worth about USD 15.6 billion in 2013.
According to findings published by GfK Turkey, a market research institute, the market grew by an average 11.3% a year between 2010 and
2013. Between 2013 and 2016 by contrast it is expected to grow by 18.2% a year and should be worth about USD 20 billion by the end of that
period.
The strong growth shown by Turkey’s IT market in the early 2000s attracted the attention of both domestic and international investors and
some of the world’s leading retailers ventured into the country. As a result of this process, there was a significant rise in the number of
companies active in IT and consumer electronics retailing as competition achieved an increasingly international dimension.
Computers and peripherals accounted for a 14% share of the Turkish consumer electronics market in 2013. Turkey today represents one
of the biggest markets for personal computers (PC) anywhere in Europe, the Middle East, and Africa. The strongest growth in the Turkish
market is taking place in the mobile computer segment.
In 2003, just 673,000 PCs were sold in all of Turkey; in 2013 that number reached 2,040,000 units sold. According to projections, PC sales are
expected to grow by 8.4% a year on average and to reach 2.6 million units sold in 2016.
Another vigorously growing segment is mobile phones, nearly 12 million of which were sold in 2013. Such sales are expected to continue
growing by 7.7% a year in 2013-2016.
Looking at product/household penetration rates however, Turkey ranks low compared with EU-28 countries on such measures as PC, mobile
phone, and internet subscription ownership. This is seen as the clearest possible evidence of strong and untapped growth potential.
(%)
PC (by household)
Internet (by household)
Mobile phones (per capita)
Turkey
50
49
93
AB (28)
78
79
125
Consumer appliances retailing sector sales
In consumer appliances retailing, telecommunications products accounted for the biggest share of sales in 2013 at 34%. This was followed
close on by white goods (28%) and by consumer electronics products (17%).
Technology retailers increase their market presence
Since 2009, technology retailers have been grabbing a steadily bigger share of the business of consumer electronics stores. In 2013 the
sector as a whole saw its sales increase by 12% on a USD basis; among technology retailers, sales grew by 28%, in other words more than
twice that rate.
According to figures published by GfK, technology retailers booked a total turnover worth nearly USD 4.2 billion in 2013.
1
Figures published by GfK Group
14
The accompanying chart shows the course of consumer electronics retailing in 2011-2013 broken down by sales channel.
DEVELOPMENTS IN THE CONSUMER ELECTRONICS RETAILING SECTOR BY SALES CHANNEL
(2011)
PC Stores
4.1%
Hypermarkets
12.4%
Telecom Stores
20.9%
Consumer Electronics
Stores
42.4%
IT Retailers
20.2%
(2012)
PC Stores
3.1%
Hypermarkets
13.9%
Telecom Stores
20.0%
Stores
39.4%
IT Retailers
23.6%
(2013)
PC Stores
3.1%
Hypermarkets
12.6%
Telecom Stores
22.1%
Stores
35.2%
IT Retailers
27.0%
15
ASSESSMENT OF ACTIVITIES IN 2013
STRATEGIES AND PERFORMANCE
A leading name in Turkey’s information technologies and consumer electronics retailing sector, Bimeks continued to grow soundly in 2013.
Increasing both the number of its stores and its total sales space all year long, Bimeks booked total sales worth TL 697 million last year.
Bimeks’s corporate objectives are, first and foremost, to be a leading retailer of information technologies and consumer electronics in
Turkey with stores and extensive sales area located throughout the country, whose distinguishing feature is after-sales services, and which
offers customers immediate, streamlined financial solutions and options (such as minimum stationery) which goes beyond more traditional
stores, always aiming to maintain its position as one of the sector’s top two players.
According to GfK TEMAX (Technical Market Index) figures, the global consumer electronics retailing sector was worth close to USD 15.6
billion in 2013. What GfK calles “organized technology retailers” (of which group Bimeks is a member) accounted for about a quarter or USD
4.2 billion of that.
Among organized technology retailers in Turkey, Bimeks controlled a 8.4% market share in 20132.
Last year Bimeks increased its retailing turnover by 33% and 41% on a USD and TL basis respectively. Both rises are above the technology
retailing and the general retailing sectoral averages.
39% growth in 2011-2013
In 2013 Bimeks increased its net sales revenues by 41% to TL 697 million. As measured in Turkish liras, the compound annual growth rates
(CAGR) in sales between 2010 and 2013 work out as follows:
• 22% among consumer electronics retailers
• 36% among technology products retailers
• 39% at Bimeks.
In a year in which economic growth at the national level lost momentum, Bimeks booked a gross sales profit of TL 119 million and a gross
profit margin of 17.2%. The year-on-year contraction in Bimeks’s profit margin experienced in 2013 is attributable partly to intense
competition and tactical maneuvers in a sector whose growth lagged behind that of previous years in the face of a weak national economy
but also to modest stock losses resulting from the Electroworld acquisition.
Personal computers and peripherals accounted for a 31% share of total sales in 2013. Bimeks sold 117,000 PCs last year, of which no fewer
than 105,000 consisted of notebook and netbook units. The PC segment accounts for the biggest (28%) share of sales and is followed
closely in second place by that of mobile phones. Coming in third at 27% are TV sales. Of these three main product groups, the strongest
growth was registered in mobile phones, sales of which were up by 121% last year.
Looking at a geographical breakdown of the company’s sales, we see that İstanbul accounted for a 29% of the total followed in turn by
Ankara (10%) and İzmir (5%). What this means of course is that sales from other parts of the country contributed more than half (56%)
of the total last year. This is evidence of the insightfulness of Bimeks’s store mix and marketing strategies, in further support of which the
company continued to strengthen its penetration and market presence in locations outside Turkey’s three biggest cities.
BREAKDOWN OF SALES BY PRODUCT GROUPS (%)
16
14
14
14
18
28
26
29
44
2011
PC
2
Excluding Electroworld and Darty.
16
TV
27
39
31
2012
2013
MOBILE PHONE
OTHERS
The crucial importance of operational productivity
Productivity is a crucially important component of Bimeks’s growth strategy. In 1998-2013, the CAGR expansion in the total number of the
company stores was 27% while its total sales space increased by 42%. Bimeks’s performance as measured by net sales/m2 and net sales/
employee remain well above sectoral averages: the average value of net sales per square meter of floor space amounted to TL 13,800 and the
average value of net sales per employee was TL 790,000 in 2013.
SECTORAL ANALYSIS
NET SALES PER EMPLOYEE (TL)
NET SALES PER M2 (TL)
13,800
12,800
790,000
660,000
BİMEKS
SECTORAL AVERAGE*
BİMEKS
SECTORAL AVERAGE*
Source: Sectoral analysis and Company estimate. * Sectoral average (excluding Bimeks)
Bimeks continued to increase the total number of its stores in 2013. The company began serving customers at 38 new locations in 2012,
thereby bringing the total number of stores to 106 and increasing total sales space by 150% to 96,000 m2 in 49 cities. Last year the total
value of Bimeks’s store investments approached TL 11.6 million. Bimeks continued to rank second in the sector as measured by total store
numbers, which were up by 54% in 2013.
The Franchising Business Partner Model: The engine of Bimeks’s nationwide growth
Bimeks intends to implement a nationwide growth plan and to generate more value for its shareholders while remaining firmly committed to
its pledge to provide its customers with the very best.
In 2010 Bimeks launched its “Franchising Business Partners” program and its unique methodology. This model offers a “win/win” situation
for all parties through its distinctive earnings design. The company believes that the model will be one of the driving forces of Bimeks’s
strategy of expanding its store network throughout the country.
Under this model, which converts the fixed costs of store operations into variable outlays, franchisees will pay Bimeks a one-off trademark
fee. In this model, the franchisee bears the costs of building and opening a new store and retains a fixed percentage of the proceeds from
the sales that he makes on Bimeks’s behalf. This enables the franchisee to cover his operating expenses while also providing part of his
profit.
In this system, franchisees operate as official Bimeks outlets. This means, among other things, that they issue invoices in Bimeks’s name.
However Bimeks retains ownership of the inventory (merchandise) that is maintained at the store. Software designed for the control and
management of the planned franchising network has been developed and is currently up and running at existing Bimeks stores.
Fourteen new franchise stores were opened in 2013, thereby bringing the total number of such stores to 44 in 32 cities.
Bimeks is fully committed to further developing its franchising model and to expanding the scope and extent of its market penetration
throughout Turkey.
The address of the sector’s leader: www.bimeks.com.tr
In the first quarter of 2009, Bimeks launched its first online sales modules on its corporate website located at www.bimeks.com.tr and began
introducing customers to the rich array of products the company had on offer. So popular was Bimeks’s online store among customers that
within just two short years, it was making a bigger contribution to total sales than was the case with any other e-store in the sector.
Online sales accounted for a 5.4% share of Bimeks’s total sales last year. Proceeds from such sales increased from TL 33 million in 2012 to
TL 37 million in 2013.
17
Bimeks enjoys a high level of brand recognition as well as a strong degree of consumer confidence, both of which are vitally important
components of any online sales model that aspires to sustainability. Having completed the dynamic integration of the logistical
infrastructure of its physical stores with its web-based software, Bimeks is now in a position to provide shopping opportunities based on
real-time product and stock-level information.
Based on 2013 figures, www.bimeks.com.tr received an average of more than 2.4 million hits a month, during which some 21 million pages
were viewed. The number of pages viewed per visitor was 5.5 on average while the average visiting time was 04.53 minutes. More than half
(52.5%) of these hits were made by first-time visitors.
Bimeks’s goal is to increase the contribution made to total sales revenues by online sales to the 8% level by 2016.
“One Moment Please”: A pioneering service that enhances customer loyalty
In December 2011 Bimeks introduced its “Bidakka” [“One Minute Please”] service for its online store customers.
Designed to be a component of the Bimeks online store, “One Minute Please” takes a boutique approach that transforms the delivery of
goods purchased online into a service that can be tailored according to the customer’s wishes.
“One Minute Please” comes with two options. One is “Express Delivery”, by which Bimeks promises to deliver goods within 180 minutes of the
time that an online order is confirmed. The other is “Scheduled Delivery”, by which Bimeks promises to deliver goods at a customer-specified
date and time. “One Minute Please” is the first service of its kind not just in Turkey but in the world and only Bimeks offers it. Currently
available in sixteen cities in the provinces of İstanbul, Ankara, İzmir, and Bursa, the company is working on projects to make “One Minute
Please” available to customers in all provinces. In 2013, 5,093 customers took advantage of Bimeks’s “One Moment Please” service.
Bimeks offers financial solution options that further strengthen customer satisfaction under tough market conditions.
The financial solution options offered to customers represent one of the most important ways that Bimeks distinguishes itself from its
competitors. Since it became operational in 1990, Bimeks has been developing trust-based business relationships with commercial banks and
financial institutions which it now deploys to provide its customers with the most suitable and convenient financing options.
Adhering to a streamlined and straightforward service approach, the financial solution options offered to customers by Bimeks make a
significant contribution to customer loyalty while bolstering its reputation as a retailer who is preferred by an increasingly greater number
of consumers.
A leading supplier of premium services
Bimeks strives continuously and intensively to provide its customers with the very best as it seeks to be the company that is the first to
introduce Turkey to the best practices that are available in global markets.
Extended warranties, expanded coverage, and premium service plans, which are a common practice in other countries, are an area that
Bimeks has been exploring intensively for some time. Bimeks believes that such options will impact favorably on customer satisfaction and
the company is currently involved in preparations to introduce a number of them.
• Portable PC trade-ins
Under its trade-in program, Bimeks buys used portable computers at their current market value, effectively discounting the cost while also
improving the payment options when a customer purchases a new one. In this way, those who want to replace an older-model computer can do
so under attractive financing conditions and without suffering a financial loss on their old machines.
• Check-ups
Bimeks’s “Computer Check-Up” campaigns provide highly advantageous maintenance opportunities for customers’ machines no matter what
their make or model. Customers may also benefit from extended maintenance and repair / spare part services against payment of a separate
charge.
Another of Bimeks’s goals is to keep a very close watch on technology and to be the first to sell products that incorporate innovations.
Bimeks is also determined to adhere to its specified after-sales services quality commitments. The company offers a wide range of solutions
that address particular needs in the form of charge-based service packages especially for newly launched products.
Bimeks and Miles&Smiles synergy
Members of Turkish Airlines (THY) frequent-flyer program (called “Miles&Smiles”) earn travel points when they purchase products sold by
Bimeks stores. All product categories qualify for this plan. Depending on the actual type of card that they hold, shoppers earn between one
and four travel miles for each EUR 1.00 that they spend. The points that are earned in this campaign can be used to purchase tickets on both
domestic and international THY flights. Originally launched in 2008, Bimeks customers earned a total of 652,100 travel miles in 2013.
18
The Bimeks difference: After-sales services
With its experienced team and specially designed service strategy, Bimeks is focused on providing its customers with the very best in service
not just before and during sales but afterwards as well. Bimeks’s goal in after-sales services is to ensure that customers’ pleasurable
shopping experience at a Bimeks venue is sustained and kept alive long afterwards as well.
Under the heading of after-sales services, Bimeks ensures customer satisfaction in the following ways:
• Products that turn out to be defective immediately after sale are replaced by the store and/or importer.
• In-warranty units arriving for repair are fixed as quickly as possible and in such a way as not to cause hardship for the customer.
• Wishes and complaints received at the Bimeks call center (0216 444 2211) by telephone or email are responded to and resolved as quickly
and effectively as possible.
Having responded to 289,898 calls in 2012, the Bimeks call center saw that number rise to 408,361 in 2013.
After-sales services highlights in 2013…
Statistics about the resolution of requests and complaints received at the Bimeks call center are shown below.
2012 BİMEKS CALL CENTER PERFORMANCE
Category
Requests
Product returns & changes (online sales)
Complaints
Total
# calls
8,521
3,967
2,938
15,426
Registration Rate %
55
26
19
100
Average duration (minutes)
3
3
10
5
2013 BİMEKS CALL CENTER PERFORMANCE
Category
Requests
Product returns & changes (online sales)
Complaints
Total
# calls
12,170
4,146
4,647
20,963
Registration Rate %
58
20
22
100
Average duration (minutes)
10
10
33
19
Statistics about the average turnaround times between defective product authorized service tag issuances and returns to customer are
shown below (By law the maximum authorized service turnaround time is thirty days in Turkey).
2012 DEFECTIVE PRODUCT REGISTRATIONS
Category
Product type
Sold to customers
Defective products
In stock
Total
Total
37.050
42.036
79.086
Registration Rate %
47
53
100
Average turnaround (days)
15
30
23
2013 DEFECTIVE PRODUCT REGISTRATIONS
Category
Product type
Sold to customers
Defective products
In stock
Total
Total
75.219
49.145
124.364
Registration Rate %
60
40
100
Average turnaround (days)
21
30
25
Mystery shopper visits
As part of its customer satisfaction activities, Bimeks has been using the “Mystery Shopper” method to evaluate its stores since 2004.
Under this program, which is contracted out to an independent service provider, the results of visits are announced among all stores in the
form of monthly reports in which premises are evaluated by means of points assigned by mystery shoppers for such things as store physical
appearance, cashier services, product returns and replacements, and so on. The results of these visits are used as input when planning
store and personnel development and training activities.
19
R&D AND INVESTMENTS
Bimeks engages in a wide range of R&D efforts and undertakes investments not only to improve its financial performance but also to
enhance the added value that it creates for its business partners, its customers, and all of its other stakeholders.
Such activities require the collaborative efforts of many different people with a host of responsibilities ranging from IT infrastructure to
business processes and human resources. Highlights of some of the activities undertaken in this area during the reporting period are
summarized below.
Information systems
In order to better deal with the lingering effects of the global economic crisis that broke out in 2008 and also recognizing the threats to
its market share arising from imports, Bimeks undertook information systems investments whose underlying aim was to strengthen the
two most critical measures of retailing success: average annual turnover / m2 of sales space and average annual turnover / employee. This
resulted in the introduction of two software solutions: Supply & Demand Management and Personnel Incentives Management.
The Supply & Demand Management (SDM) program gives Bimeks a significant advantage over its competitors by automating the processes
involved in the procurement, storage, and delivery of products and even their placement in stores.
The Personnel Incentives Management (PIM) program automates the processes of incentivizing personnel based on their performance.
Both SDM and PIM became operational in 2010 and are now in use. They are regularly updated in line with market and sector developments.
Franchising system
One of the goals of the Bimeks Franchising Business Partner model is to provide a way to share operating costs fairly between the company
and the franchisee. Under the model’s unique methodology, a portion of a franchisee’s personnel, rent, and other operating costs are
covered by Bimeks, with the actual percentage being determined by the franchisee’s turnover.
As of end-2013, Bimeks was collaborating with franchising business partners in the operation of 44 stores located in 32 cities. These stores
have 250 m2 of floor space each and involve franchisee investments on the order of TL 500-700 thousand. In order to strengthen the trust
and loyalty of its franchising business partners, Bimeks continues to undertake investments and improve infrastructure.
Under the Bimeks franchising model, all stores conform to the same format and every franchisee benefits from the same information
systems and company know-how. Every franchisee has equal access to the SDM and PIM systems as well as to software and logistical
infrastructure and support in the conduct of web-based sales.
Increasing online effectiveness
Bimeks believes that online sales through its e-store will be one of the engines of its future growth in the years ahead. In line with this
belief, Bimeks has undertaken information system and software investments worth about TL 9.5 million over the last three years that
will facilitate the web-based integration of its needs as a company such as investor and shareholder relations, customer relationship
management, and enterprise resource planning. TL 3 million was spent on such investments during 2013.
The user-friendly interface of the Bimeks online store was specially designed to give customers convenient access to a wealth of dynamic
content that provides them with all of the technical and visual information they may need to make informed product choice decisions. An
important feature of the e-store’s software technology is that data and content received from suppliers can be fully integrated into Bimeks’s
own product and marketing management systems and with customer-specific data.
The Bimeks online store makes it possible to manage content quickly, economically, and effectively. Dynamic integration of physical stores,
logistical infrastructure, and web software means that sales can be made based on product and stock-availability information provided in
real time from every store. One result of this is that Bimeks has the capability in major cities to fetch and deliver a product that has been
ordered online in about as little time as might be required to make and deliver a pizza. The company’s network of physical stores gives it the
geographical presence it needs for fast deliveries and efficient support. By speeding up stock turnover, it also encourages stores to keep a
wider range of goods on hand.
Investments in 2013
In 2013 Bimeks spent TL 11,678,000 on tangible fixed assets and TL 2,940,000 on intangible assets. In 2012 such investments amounted to
TL 5,948,000 and TL 291,000 respectively.
Bimeks will continue, in line with its mission, to undertake investments and to create and improve enjoyable and convenient shopping
environments in which customers may explore the new products and technologies spawned by the digital revolution and buy them with the
knowledge that they are taking advantage of the best price, financing, service, and guarantee conditions available.
20
FUTURE EXPECTATIONS AND GOALS
Economics and demography: The cornerstones of our future expectations and goals
The last few years have been marked both by uncertainties in global financial markets and by a worsening sovereign debt crisis in Europe.
While most developed countries have been struggling with their national economies and banking systems since 2008, many developing
countries have largely undertaken and completed substantial economic reforms that have made them the new engines of global economic
growth. As an example of strong and sustainable growth potential, Turkey is a star attraction in this new economic landscape.
GNP GROWTH RATES (CAGR 2010-2013) (%)
4.7
3.0
2.9
2.7
1.9
1.7
1.5
1.2
1.1
0.8
0.5
0.3
-0.7
-0.8
-1.0
-1.0
-1.8
e
ec
re
al
G
ug
a
rt
ni
Po
Sl
o
ve
in
ly
Sp
a
Ita
tia
y
oa
Cr
ga
r
ce
un
H
Fr
an
ic
m
pu
bl
h
ec
Cz
d
ite
Un
Re
do
nd
Ki
ng
la
y
an
Ire
m
G
er
an
ia
a
m
ki
Ro
va
nd
la
Sl
o
ia
Po
ss
a
Ru
ric
Af
th
So
u
Tu
rk
ey
-5.9
Source: EUROSTAT, WB, TÜİK
Turkey: Economic facts and figures
• Turkey has registered growth for sixteen consecutive quarters.
• Per capita disposable income is rising.
• Household expenditures on consumer electronics are increasing.
21
1.4
64
81
87
62
64
0.3
0.3
51
75
79
0.2
0.2
0.2
56
75
0.1
0.1
63
59
71
63
70
-0.3
-0.3
-0.4 -0.4
-0.4
tia
73
l
POPULATION GROWTH (CAGR 2010 - 2013) AND RATIO OF URBAN POPULATION (%)
54
75
-0.5
-0.5
1.3
0.7
y
an
ia
m
G
er
an
ly
m
Ita
Ro
ec
e
y
G
re
ga
r
un
H
oa
Cr
ga
tu
ia
ss
Po
r
a
Ru
ki
Sl
o
va
in
ic
Sp
a
a
pu
bl
ni
Cz
ec
h
Re
ve
nd
la
Sl
o
d
Ire
an
e
Po
l
nc
Fr
a
Tu
rk
So
ey
ut
h
Un
A
ite
fr
ic
d
a
Ki
ng
do
m
0.5
Population CAGR (%)
Ratio of Urban Population (%)
Turkey: Demographic facts and figures
• Second largest population in Europe (76 million)
• Fastest population growth in Europe, Middle East, and Africa
• 52% of population under 30 years of age
• Urban population growth
The Turkish consumer electronics sector in which Bimeks operates continues to grow at double-digit rates. Given Turkey’s youthful
population, the growth in disposable income, and currently low rates of product penetration, the trend is likely to continue in the year ahead
as well.
22
DEVELOPMENTS IN CONSUMER ELECTRONICS RETAILING SECTOR SALES (USD MILLION)
CAGR: 12,9%
12,697
13,941
2011
2012
CAGR: 8,2% (E)
15,640
16,667
18,333
19,800
10,862
2010
2013
2014E
2015E
2016E
Source: GfK Group (Retailing market research company)
Since 2009, technology retailers have been grabbing a steadily bigger share of the business of consumer electronics stores. In 2011 the
sector as a whole saw its sales increase by 12% on a USD basis; among technology retailers, sales grew by 38%, more than twice that rate.
A growth strategy focused on effectively tapping economic and demographic potential
Bimeks focuses on creating increasingly more value for all of its stakeholders by making the best possible use of the growth opportunities
offered by Turkey’s economic and demographic features. While the company has always given and continues to give great importance to
expanding the national reach of its physical sales network, in the last few years it has also been concentrating on and investing in webbased sales opportunities. Bimeks has been performing extremely well in the web channel ever since establishing its online retailing
presence in 2009. In the four years since then, the company’s online sales have made a bigger contribution to its total sales than is the case
with any other e-store in the sector.
Continuing to conduct its Franchising Business Partner program, Bimeks plans to open stores in Zonguldak, Afyonkarahisar, Kırıkkale,
Yozgat, Hakkari, Amasya, Tokat, Mardin, Iğdır, and Karaman in 2014.
Bimeks has always made it a principle to think and plan on a long-term basis and it will continue to grow profitably in 2014 as well. We are
committed to further strengthening our market position and profitability in 2014 by effectively deploying our customer-focused philosophy
and our competent human resources while continuing to undertake our investments. Bimeks intends to further entrench its standing
among the sector’s top three players in 2014 as it advances towards it goal of becoming the sector’s leader within five years’ time. Part of its
approach, as was publicly disclosed in August 2012, involves acquisitions that will accompany organic growth. Bimeks has entered into an
agreement with a investment bank for this purpose. Depending on the market opportunities that present themselves in the period ahead, it
is possible that Bimeks may even surpass its growth targets.
In line with its August 2013 strategy announcement, on 31 October 2013 Bimeks purchased all of the shares representing capital of
Electroworld, another company active in the organized technology-retailing market, from DSG European Investments Limited, a subsidiary
of UK-based Dixons Retail Plc. Following this acquisition, Electroworld’s 23 outlets (14 large and 9 normal) with a total of 51,501 m2 of floor
space along with their 450 employees were added to Bimeks’s own retailing and service network.
In December, Bimeks signed an asset-purchase agreement with Kesa Turkey UK Ltd covering Bimeks’s acquisition of all 28 of the Darty
stores owned in Turkey by the UK-based Darty Group, along with the stores’ fixtures and stocks. Under the same agreement, all of the
stores’ personnel were also added to Bimeks’s own payroll. The 28 stores thus acquired have a total sales space of 32,000 m2, which is on
schedule to be incorporated into the Bimeks chain by the end of April 2014.
In the near term, Bimeks plans to open 13-17 stores with a total sales area of 7,000 m2 in 10 new cities every year so as to have a network of
190 stores and a presence in all of Turkey’s provinces by the end of 2016.
23
HUMAN RESOURCES AT BİMEKS
Bimeks’s human resources policy
Bimeks’s human resources policy is aimed at developing human resources procedures and practices which are compatible with the company’s
vision, mission, and values and which support efforts to achieve its targets by creating and ensuring the continuity of a workforce whose
members are well selected, motivated, and trained.
The basic tenets of the company’s human resources policy are the following:
•Formulate and abide by human resources practices that make Bimeks an employer in the sector that people prefer to work for,
•Provide career-advancement opportunities by giving priority to suitable candidates among company’s existing personnel when job
positions open,
•Select satisfactorily knowledgeable and talented people through transparent recruitment processes that give equal opportunity to all
candidates,
•Foster an enduring corporate culture that welcomes new personnel, creates happy and loyal employees, and is rooted in the “Bimeks
family” concept,
•Plan and administer human resources processes that properly support employee training and progression,
•Create and maintain a workplace environment that is safe, healthy, and amicable,
•Protect Bimeks’s image as a company that distinguishes itself through its employees.
The Bimeks Human Resources Department is responsible for all human resources-related functions including personnel services and
benefits as well as human resources planning, recruitment and placement, training, compensation management, performance management,
and career planning.
•Human resources planning is carried out in order to identify the people that the company will need in the years ahead in line with the
company’s goals. Normative staffing requirements are systematically and continuously monitored.
•The Human Resources Department is responsible for all personnel recruitment, hiring, and placement. Prior to being hired, potential
employees are interviewed and undergo personality inventorying and general competency testing while the references they submit are
carefully checked.
•The Human Resources Department is also responsible for planning and conducting training programs that support employees’ personal
development and professional progression. All newly-hired employees take part in a Bimeks orientation program specific to their entry
position and they are also subject to an initial trial period.
The length of the orientation period depends on the position for which a person has been hired. Upon completion of orientation training,
a employee undergoes personal and professional training programs that are planned and conducted according to the nature of their
job. Support for such programs is outsourced to professional training firms and is also provided by Bimeks’s business partners as
circumstances dictate.
Personnel salaries are paid according to a (gross) base-pay system.
In addition to their basic pay, Bimeks employees also receive benefits in the form of:
• Meals,
• Transportation (company-provided or allowance),
• Monthly performance- and sales-based bonuses,
• Excused leave for marriage, birth, death,
• Depending on job position and responsibilities, company-supplied mobile phone and vehicle.
As of 31 December 2013, Bimeks had 1,116 people on its payroll.
24
Enhancing customer satisfaction by increasing employee satisfaction
Ensuring the satisfaction of both its customers and its employees is an important corporate objective for Bimeks. In line with this, Bimeks
focuses on working with full-time personnel who are experienced and have a strong sense of company loyalty. Bimeks recognizes that
experienced human resources who have a good understanding of their jobs are the glue that binds customers to the company.
As an employer, it is Bimeks’s policy to recruit and hire young people with retailing talent and to advance their professional skills through
training and on-the-job experience.
Personal and professional training programs are provided in-house by Bimeks itself and may also be supported by professional training
firms and Bimeks’s business partners as circumstances require.
In 2013:
•All store personnel took part in “Bimeks Sales & Technology Training” and in “Occupational Health & Safety Training”.
•All newly-hired personnel took part in “Bimeks Orientation Training”.
•“Working with Down Syndrome Staff” training was provided at stores where personnel with Down syndrome are employed
•Management personnel were provided with “Sixteen Personality Factor Questionnaire” training.
•After-sales services personnel took part in “Dealing with Difficult People” and in “Basic Telephone Communication Techniques” training.
•Store personnel were provided with product-specific training by suppliers at Bimeks stores all year long.
An occupational safety specialist has been on duty at the Bimeks Gebze Logistics Location since the beginning of 2013 in compliance with
the requirements of Ministry of Labor and Social Security regulations governing hazardous workplaces under the Occupational Health &
Safety Act (Statute 6331). A full-time workplace physician is also employed there as well. The safety officer is responsible for performing
all necessary occupational risk analyses and for ensuring regulatory compliance. All workplace processes are to be reviewed in light of
occupational health & safety requirements and will continue to be amended accordingly in 2014.
+Bi Down Project
In 2012 Bimeks launched “+Bi Down”, a project whose aim is to support young people with Down syndrome by providing them with
employment opportunities at Bimeks stores. The project seeks to help people with Down syndrome:
•Be active members of society,
•Be self-sufficient,
•Express themselves more articulately,
•Contribute to their own economic well-being and that of their families by making good use of the knowledge and skills they have been
taught,
•Be economically independent and capable of earning a living on their own rather than having to depend on charity.
As the most common genetic disorder in human beings, Down syndrome is something that can affect any family. Through +Bi Down, Bimeks
seeks to make young people with Down syndrome useful members of the community. In 2013 thirteen personnel with Down syndrome were
employed in the company’s Teknoport stores.
In recognition of its +Bi Down project, Bimeks received the top prize in the “Retail Sun Awards: Best Human Resources Practices” category in
the “Retail Days 2013” program.
25
FULFILLING SOCIAL RESPONSIBILITIES AND INCREASING INFORMATION TECHNOLOGY AWARENESS
Bimeks continued to undertake and fulfill its social responsibilities in 2013. Some of the highlights of these activities are summarized below.
Including young people with Down syndrome in society
Through the “+Bi Down” project that it launched in 2012, Bimeks supports efforts to help young people with Down syndrome to play an
active role in society.
Under this project, which it is conducting at all twelve of its large-format Teknoport stores, Bimeks seeks to make a difference in by helping
these people improve the quality of their own lives themselves. Young people with Down syndrome are employed as members of the sales
team out on the floor and also in front-office positions where they come into direct contact with customers. As of end-2013, thirteen
personnel with Down syndrome were employed by the company. These are in addition to the number of handicapped persons whom the
company is statutorily required by law to employee.
Technological support for Super League teams
Bimeks serves as the technology sponsor for four teams in the Super League: Trabzonspor, Bursaspor, Eskişehirspor, and Sivasspor. The
company is also acting as National Handball Teams technology sponsor during the 2013-2014 season.
In its capacity as a technology sponsor, Bimeks helps support the advancement of Turkish football and handball both in Turkey and around
the world.
Bimeks was a sponsor of the 2013 Career Summit.
The year’s Career Summit provided a platform on which entrepreneurs, business people, industrialists, academicians, and managers of some
of Turkey’s leading companies came together and shared their views and opinions with participants on the subject of “Leadership and Social
Responsibility”.
A conference organized as a part of the Career Summit was attended by speakers numbering among Turkey’s leading CEOs, entrepreneurs,
and industrialists. Speeches were given and interviews were conducted on a wide range of issues such as the world of business, the public
sector and local governments, NGOs, media career processes, success stories, new trends and opportunities, competition and growth
strategies, and marketing and sales methodologies.
In 2013 Bimeks also:
•Acted as the IT sponsor at the 5th İMSAD Construction Quality Summit
•Supported the “13th Production Research Symposium”, whose theme was “Sustainably Innovative Manufacturing & Service Strategies”,
organized by the Manufacturing Research Association in collaboration with Marmara University and Sakarya University
•Reached 89,350 students in 910 lycees in İstanbul as a sponsor of the İstanbul Inter-Lycee “Smiley Moments” Photo Contest
•Continued its Environmental Awareness & Responsibility Used Battery Collection Campaign at its stores and headquarters.
26
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Mehmet Murat Akgiray, Chairman
Muhammet Haluk Sur, Vice Chairman
Erkan Demir, Board Member
Ahmet Karslıoğlu, Board Member
Muhittin Şenel, Board Member
Işık Gökkaya, Board Member
Muhammet Bayraktar, Board Member and General Manager
Sebahat Şen Hamzaoğlu, Board Member
Ayhan Uluç, Board Member
Background information about members of the Board of Directors is provided on page 55 of this report.
SENIOR MANAGEMENT
Ahmet Süleyman Şen
(Member of the Executive Board-Budget Director)
Born in 1955, Mr. Şen graduated from the Department of Business Administration at Boğaziçi University in 1980. He then worked at various
foreign trade companies and banks in managerial positions between 1981 and 2003. He joined Bimeks in 2003 as a Director of Planning and
Budgeting and was also appointed as the member of the Executive Board in 2008, a position he still holds today.
Kayhan Ozar
(Member of the Executive Board-Purchasing and Product Management Group Director)
Born in 1970, Mr. Ozar graduated from the Department of Business Administration (in English) before completing a postgraduate Executive
MBA program at Istanbul Bilgi University (Manchester Business School Program). He went on to work as a Sales Manager at Sezginler Gıda
Dağıtım A.Ş. and Reckitt Benckiser, as a General Manager of Turkish operations at Booker Plc., and as the Regional Director of Turkey
Exports at Cadbury Schweppes. He joined Bimeks in 2006 where he served as the Manager of Teknoport Stores and as a Sales Director. He
has been serving as the Director of the Purchasing Group since 2009, and is also a member of the Executive Board.
Önder Yüksel
(Member of the Executive Board-Sales Director)
Born in 1967 in Merzifon, near Amasya, Mr. Yüksel completed a degree in Business Administration from the Faculty of Economics and
Administrative Sciences at Gazi University’s Bolu campus in 1991. Between 1991 and 1994, he worked in the finance and accounting
departments of several companies before joining the Software Sales Department at Bimeks in 1994. Having served as Finance Manager for
many years, Mr. Yüksel has been serving as the Sales Director since June 2010. He became a partner in the Company in 1998 and a member
of the Executive Board in 2008.
Mustafa Ruşen Selçuk
(Member of the Executive Board)
Born in Erzurum in June 1968, Mr. Selçuk graduated from the Department of Business Administration at Istanbul University in 1990. He
had training in finance management and financial modeling in Turkey, USA and the Netherlands. Mr. Selçuk served as a financial manager
and director in İhlas Holding and Yayın Holding from 1993 to 2013. Mr. Selçuk is also a member of the Board of Trustees of TESYEV (Turkey
Handicapped Sports, Education and Assistance Foundation); a member of BJK’s (Beşiktaş Gymanistics (Sports) Club) General Board; a
member of the Board of Trustees of SAJEV (Saint Joseph High School Education Foundation); and a member of the Saint Joseph Alumni
Association. Mr. Selçuk has been serving as a member of the Executive Board at Bimeks since April 2013.
Ahmed Akgiray
(Member of the Executive Board)
Born in Istanbul in 1983, Mr. Akgiray earned his bachelor’s degree in Cornell University in 2005; master’s degree in University of Illinois
at Urbana-Champaign in 2007; and PhD in the California Institute of Technology in April 2013. Before starting his doctorate education, he
worked on the Mars Science Laboratory ve Soil Moisture Active Passive (SMAP) space projects in NASA’s Jet Propulsion Laboratory as a RF/
microwave engineer. Mr. Akgiray has been serving as a member of the Executive Board at Bimeks since August 2013. He also currently works
as an academician in Ozyegin University.
27
ORGANIZATIONAL STRUCTURE AT BIMEKS
Some information regarding the departments which form the organizational structure at Bimeks is presented below.
Sales Directorate
The Group is responsible for the retail and corporate sales services through physical and online stores, and the management of the store
network’s human resources.
Financial Group Directorate
The Group is responsible for financial control, cash flow management, relations with financial institutions and regulatories, monitoring
and evaluation financial risks such as FX, interest and maturity risks and taking the necessary measures, execution of capital market
transactions, preparation of financial statements, and conducting budget-related activities.
Business Development and Investments Group Directorate
In addition to the improvements in existing operations, the Group is also responsible for undertaking a range of activities including the
determination of new business lines and presenting feasibility reports to the management, holding talks and negotiations with third parties
regarding areas of potential strategic cooperation, the renting and sale of space and storehouses, the management of construction and
decoration work, the procurement and establishment of store stock and equipment and sub-rental activities to third parties within the store
area.
Operations Group Directorate
The Group is responsibe for the management of all of Bimeks’ technological resources for the above listed purposes.
The Group is also responsible for purchase activities in various media for the promotion and marketing of the Company’s products and
services, and conducting various activities and providing PR services for the promotion of the Company.
The Human Resources, Administrative Affairs and Logistics and After Sales Services departments directly report to the General Manager.
ORGANIZATION CHART
BOARD OF DIRECTORS
INVESTOR
RELATIONS
CORPORATE
GOVERNANCE
COMMITTEE
EXECUTIVE BOARD
GENERAL MANAGER
Product
Management and
Purchasing
Group Director
Group Operations
Director
Sales
Director
Logistics
Director
Corporate
Sales
Management
28
Category
Management
Regional
Management
Product
Management
Store
Managers
Logistics
Manager
SSM
Manager
HR and
Administrative
Affairs
Director
HR
Manager
EARLY DETECTION
OF RISK
COMMITTEE
Business
Development and
Investments
Group Director
Finance Group
Director
Financial
Affairs
Director
AUDIT
COMMITTEE
Budgeting
Director
Marketing
Director
Corporate
Communication
Manager
Brand
Manager
IT
Manager
Accounting
Manager
Finance
Manager
Franchise
Investments
Manager
Real Estate
and Franchise
Investments
Manager
Construction
RISK MANAGEMENT AT BIMEKS
In accordance with its risk management operations, Bimeks closely monitors the risks, as set out below, which could affect the sector and
the Company’s operations. At Bimeks, all risk management activities are undertaken by the Determination of Risk Committee, which operates
under the Board of Directors, ensuring necessary coordination within the Company.
Interest Rate Risk
The Company may be exposed to interest rate risk through the impact of changes in interest rates on its interest bearing assets and
liabilities. Such an interest rate risk is managed through natural measures by balancing interest rate sensitive assets and liabilities. The
Company’s interest rate risk is comprised of short term and long term financial borrowing, and rediscount of credit card receivables which
are transferred to the accounts the next day. An increase in credit card rediscount rates could lead to an increase in financial expenses.
Liquidity Risk
Cautious liquidity risk management consists of ensuring there is a sufficient amount of cash and securities, enabling funding through
sufficient credit resources and the ability to close short positions. Due to the dynamic nature of the business environment, the Company
aims to maintain flexible funding by keeping credit channels ready.
FX Risk
The Company may be exposed to FX risk (due to changes in exchange rates) as FX denominated assets and liabilities are accounted for by
converting them into TL terms. Such FX risk is monitored through the analysis of FX position. Furthermore, the Company has started to trade
FX contracts transactions in the Derivatives Market (VOB) since the last quarter of 2011 in a bid to limit the FX risk.
Pricing Risk
Rapid advancements in technology and a short renewal duration may often lead to price cuts for the products sold by the company. While
managing the capital, the Company’s objective is to ensure a continuation of the operations through a sustainable and appropriate
capital structure which provides a sound return to shareholders and reduces capital costs. The Company may change the sum of dividends
distributed to shareholders, return capital to shareholders, issue new shares and dispose of assets to reduce indebtedness, either to
protect or to rearrange the capital structure. In line with other players in the sector, the Company monitors its capital by employing the
financial liabilities/ shareholders’ equity ratio. One of the Company’s objectives is to maintain this ratio below 1, and the Company sets its
periodic strategies by evaluating its requirements and market conditions.
Competition Risk
No new player is expected to enter the sector in coming years as all recognized international players have already taken share from the
Turkish market. Also, UK-based Electroworld and Darty have left the market as Bimeks acquired the company (Electroworld) and purchased
its assets (Darty), respectively.
Profit Margin Risk
Since Bimeks operates in a low margin business, cost management is vital for its operations. Sustaining the gross profit margin at a certain
level on a regular basis is a challenging task due to the fierce competition in the market. On the back of raid advancements in technology and
the short renewal duration, products sold by the company may often face subsequent price cuts.
For additional information about risk management at Bimeks, please refer to p. 60.
29
SUMMARY MANAGEMENT REPORT PRESENTED TO THE GENERAL ASSEMBLY
Esteemed Shareholders,
I would like to welcome you all to the 2012 Annual General Meeting of Bimeks.
We would like to respectfully greet our shareholders, their representatives and our guests who have dignified our meeting where we will
present the Management and Auditors Reports and Profit/Loss accounts regarding the 2013 fiscal period for your examination and
approval.
The start of the year 2013 was marked by pessimistic expectations about the world economy. Instability in Europe and concerns in the US led
to a slowdown and turmoil in the global economy as growth in developed and emerging economies slowed to 1% and 2% respectively.
The weak recovery in economies resulted in a further easing in central banks’ monetary policies, particularly in the euro-zone. While the
Federal Reserve in the US and Japan’s central bank maintained their quantitative easing operations, the European Central Bank cut the
policy rate in addition to extending long term liquidity support. Towards the end of the year, the US Federal Reserve began to gradually
terminate its loose monetary policy and to begin fiscal tightening depending on the recovery speed of the US economy.
In such an environment, the controlled slowdown needed by the Turkish economy has been successfully materialized with sound and
consistent policies. Backed by more positive dynamics in terms of the banking system and fiscal policy, the Turkish economy has presented a
better outlook when compared to the global picture.
Under these circumstances, the Turkish consumer electronics sector grew by 19% on a TL basis when compared to the previous year, with
the size of the sector expanding from TL 25.1 billion in 2012 to TL 29.8 billion in 2013.
Looking at the net sales performance of Bimeks, sales turnover grew by 41% from TL 496 million in 2012 to TL 697 million in 2013. With the
acquisition of Electroworld, our Company’s growth performance was nearly 22 percent points more than the sector’s average.
The Company’s current assets grew by 62% to TL 413 million in 2012, with total assets up by 55% to reach TL 522 million, while
shareholders’ equity increased by 17% to TL 135 million.
At the end of 2013, Bimeks was operating through 106 stores in 49 cities, by providing services with a workforce of more than 1,400,
including employees under the payroll of franchising business partners.
Esteemed Stakeholders,
We hereby present our Annual Report for the 2013 fiscal year, and attach the balance sheet and profit/loss accounts for your examination
and approval.
We would like to extend our gratitude to our clients who have been unwavering in their trust, our employees for their superior and devoted
contribution to our success, which we appreciate above all else, and once again respectfully pay tribute to our shareholders and their
representatives who have dignified our Annual General Meeting.
Bimeks Bilgi İşlem ve Dış Ticaret A.Ş.
Board of Directors
30
REPORT ON COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE - 2013
COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE
Within the scope of the Principles of Corporate Governance attached to Communique Series: IV No:56 Regarding the Determination and
Implementation of the Principles of Corporate Governance, the implementations set out below were complied with in the 01.01.2013 –
31.12.2013 fiscal period.
Declaration of Corporate Governance Principles
Immediately after taking part in Capital Market Transactions, Bimeks Bilgi İşlem Ve Dış Ticaret A.Ş. initiated measures to ensure compliance
with the Principles of Corporate Governance in accordance with the Principles of Corporate Governance as published by the Capital Markets
Board. In line with its dedication to maintaining Corporate Governance, the Company declared its compliance with the principles having
undertaken the necessary measures and training activities, and having completed in-house structuring. The developments on principles
continued to be followed fully and all efforts are taken to ensure compliance.
All the General Assembly meetings since 2011 and all annual reports prepared since 2012 are in accordance with the principles of corporate
governance.
At the current time, one third of the Board of Directors is comprised of independent members. In committees formed within the Board of
Directors, the Audit Committee is chaired by one of the independent members; likewise, the Corporate Governance Committee is chaired by
another independent member. The chairman and members of the the Committee on the Early Detection of Risk, which was setup in October
2012i are comprised of the independent members of the Board of Directors.
Members of the Audit Committee and the Predetermination of Risk Committee are comprised of Independent Members of the Board of
Directors.
The Investor Relations Department, which was established to manage relations with shareholders, responds to requests from investors in
line with our Disclosure Policy, in accordance with the Corporate Governance Committee.
The Company continues to participate in training, panels and seminars along with all such activities to further comply with the principles and
follow developments concerning Corporate Governance.
Compliance efforts got underway under the new Principles of Corporate Governance which entered effect on 30 December, 2011, and for
which some of the articles were revised on 11 February, 2012. The Company acts in accordance with the mandatory principles set forth in the
Corporate Management Communiqué no. 11-17.1, which was published in the Official Gazette no. 28871 and dated: January 3rd, 2014.
The Company’s Articles of Association do not include any arrangements regarding,
-Demanding the appointment of a private auditor as an individual right,
-The participation of stakeholders in the company management,
-A Company policy regarding stakeholders,
-Representation of minority shareholders in the Board of Directors
However, there has been no conflict of interest between stakeholders regarding these principles which are yet to be adopted. The Company
also intends to comply with such non-mandatory corporate governance principles in the coming period.
31
SHAREHOLDERS:
a) Department of Relations with the Shareholders:
The Manager of the Department of Shareholder Relations is Ahmed Hayreddin Çelikkaya, who holds the Capital Market Activities Advanced
Level License, Corporate Governance Rating Specialist License and Independent Auditing in Capital Market licence.
Contact details of the Shareholders Relations Department:
Phone: +90 262 672 62 00, Fax: +90 216 542 62 92, e-mail: ir@bimeks.com.tr
The Shareholders Relations Department responds to requests from shareholders, local and foreign investors, investment banks and
brokerage houses and academic staff within the scope of Company Disclosure Policy. The Department of Relations with the Shareholders
plays an active role in sustaining and upholding shareholder rights, primarily the rights to information and examination. Moreover it is also
responsible for;
•Ensuring that any information and disclosures, which may affect the exercise of the nature of the shareholding, is available to
shareholders on the Company’s website and that they are up-to-date,
•Maintaining accurate, reliable and up-to-date records regarding shareholders,
•Answering written requests from shareholders and potential investors for information regarding the Company, other than information
which is not public, is confidential and/or contains trade secrets,
•Holding the Annual General Meeting in accordance with the applicable legislation, the articles of association other in-house
arrangements,
•Preparing documents for shareholders’ use in the Annual General Meeting,
•Keeping track of voting results and sending a copy of the report on the results to shareholders,
•Pursuing and monitoring all matters concerning public disclosure, in accordance with legislation and the Company’s disclosure policy,
•Participating in investor relations meetings organized by local and international institutions on behalf of the Company,
•Preparing and updating the presentation materials to be used in meetings.
In 2013 there were 23 requests by telephone and 48 requests by e-mail, which were responded to by the Department.
b) Exercise of the Right to Information by Shareholders:
In accordance with the Corporate Governance Principles, the Company has constituted its disclosure policy in order to ensure that
shareholders to obtain timely, accurate, understandable, complete and easily available information, provided that it does not contain trade
secrets. According to the articles of association of the company, it is not an individual right to demand the appointment of a private auditor.
There has been no demand on the appointment of a private auditor and no individual right arrangement has been undertaken in this
respect. Engin Bağımsız Denetim ve Serbest Muhasebecilik ve Mali Müşavirlik A.Ş. was chosen as an auditor to carry out the auditing
function for the reporting period 2013 within the framework of the Turkish Code of Commerce no. 6102.
c) Annual General Meetings:
Members of the Board of Directors which are connected to specific matters and other related individuals, those individuals responsible
for the preparation of financial statements and one representative from the Independent Audit Corporation are invited to attend Annual
General Meetings.
The Annual General Meeting to discuss the activities for the 2012 financial year took place on 28 March, 2013 at the Company’s head office.
Registered shareholders and shareholders who registered from the Central Registry Agency prior to the Annual General Meeting attended
the meeting. No media participants were present.
32
BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş.
THE LIST OF PARTICIPATORS WHO ATTENDED THE ORDINARY GENERAL MEETING HELD ON MARCH 28, 2013:
No
Shareholder (Name/Title/Residence
Address
1
MEHMET MURAT AKGİRAY
Kazım Karabekir Cd.No:4B/1 Erenköy
Kadıköy-İstanbul
2
3
4
5
6
7
8
9
10
11
TOTAL
SPV BİLİŞİM VE DIŞ TİC. A.Ş.
Sütçüyolu Cad. Tüğmaner İş Mrk. No:62
Kat:3 Kadıköy-İstanbul
TOTAL
ÖMER AKGİRAY
İclal Karabekir Sk. Hürriyet Apt. No.7
D.14 Erenköy Kadıköy - İstanbul
TOTAL
SÜHA EYİSOYLU
3 D Yapı Mimarlık Barbaros Mah.
Çiğdem Sk. No.1 Kat.6 026 Ataşehirİstanbul
TOTAL
MUHAMMET HALUK SUR
Caddebostan-Kantarcızade Sok.
No:3/18 Kadıköy-İstanbul
TOTAL
BİMEKS BİLİŞİM VE YÖNETİM A.Ş.
Yenisahra Mah. Sütçüyolu Cd.Tuğmaner
İş Mrk.No:62/3 Kadıköy-İstanbul
TOTAL
MEHMET KAPLAN
Sütçüyolu Cad. Datastar Yenisahra3 D
Yapı Mimarlık Barbaros Mah. Çiğdem
Sk. No.1 Kat.6 026
TOTAL
ERKAN DEMİR
Şener Sok. Çakmak Sit. D Blok D.11
Çekmeköy-İstanbul
TOTAL
MUHİTTİN ŞENEL
Ömerli Park Vill. Kadırova Cd.No:33/26
Çekmeköy-İstanbul
TOTAL
MUHAMMET ARİF BAYRAKTAR
Kısıklı Mh. Baha Sok. No: 40 Üsküdarİstanbul
TOTAL
AHMET KARSLIOĞLU
TOTAL
Share Amount Way of Share Acqusition
(TL) (exchange or OTC) and
Date
19,724,660.00 B Group - OTC
# Shares
19,724,660.00
(%) Representation
In person /
By proxy
18.52% In Person
Representative
MEHMET MURAT AKGİRAY
2,500,000.00 A Group - OTC
22,224,660.00
22,833,238.00 B Group - OTC
2,500,000.00
22,224,660.00
22,833,238.00
28.30% By proxy
AHMET KARSLIOĞLU
11,120,669.00 B Group - Exchange
33,953,907.00
2,710,542.00 B Group - OTC
11,120,669.00
33,953,907.00
2,710,542.00
2.54% In Person
ÖMER AKGİRAY
150,000.00 A Group - OTC
188,472.00 B Group - Exchange
3,049,014.00
2,789,328.00 B Group - OTC
150,000.00
188,472.00
3,049,014.00
2,789,328.00
2.32% In Person
SÜHA EYİSOYLU
2,789,328.00
2,189,328.00 B Group - OTC
2,789,328.00
2,189,328.00
1.95% In Person
MUHAMMET HALUK SUR
150,000.00 A Group - OTC
2,339,328.00
1,354,000.00 B Group - OTC
150,000.00
2,339,328.00
1,354,000.00
1.13% By proxy
AHMET KARSLIOĞLU
1,354,000.00
1,354,000.00
711,470.00
0.59% In Person
MEHMET KAPLAN
711,470.00
614,035.50 B Group - OTC
711,470.00
614,035.50
0.51% In Person
ERKAN DEMİR
614,035.50
514,035.50 B Group - OTC
614,035.50
514,035.50
0.51% In Person
MUHİTTİN ŞENEL
100,000.00 A Group - OTC
614,035.50
614,035.50 B Group - OTC
100,000.00
614,035.50
614,035.50
0.52% In Person
MUHAMMET ARİF BAYRAKTAR
618,303.50
300,000.00 B Group - OTC
4,268.00
618,303.50
300,000.00
0.25% In Person
AHMET KARSLIOĞLU
300,000.00
300,000.00
300,000.00 B Group - OTC
300,000.00
0.25% In Person
AHMET SÜLEYMAN ŞEN
300,000.00
300,000.00
0.03% In Person
GÜLAY AYLA
12
AHMET SÜLEYMAN ŞEN
Acıbadem Mh. Çeçen Sk. Yunus Emre Ap.
No:15 D. 11 Üsküdar -İstanbul
TOTAL
13
GÜLAY AYLA
Atatürk Kardelen 1.Sk.No.3 Blok.22
Ataşehir -İstanbul
TOTAL
30,000.00 B Group - OTC
30,000.00
30,000.00
30,000.00
33
14
15
16
17
18
19
20
21
22
İLYAS GÖKEL
Erguvan Sk. No.1/6/3 Pendik -İstanbul
TOTAL
MUSTAFA TURAN
Özkan Sk. No.8 Vatan Apt. Üsküdar
-İstanbul
TOTAL
AHMED HAYREDDİN ÇELİKKAYA
TOTAL
SİNAN YAZICI
Halitpaşa Atalar Derya No:66 D.5 Kartal
-İstanbul
TOTAL
İLHAN İNCİ
Yenisahra Mah. Sütçüyolu Cd.Tüğmenar
TOTAL
ONUR BAŞ
Tatlısu Mah. Osmangazi Cad. Anka Life
St. No.4/19 Ümraniye -İstanbul
TOTAL
MURAT BEKTAŞ Tugayyolu Cad. Cevizli
Mah. Carrefoursa No:67 Maltepe
-İstanbul
TOTAL
OSMAN BİLGİN
TOTAL
İSMAİL AYAR
Akbaba Köyü Fener Cad. Villa 22 Beykoz
- İstanbul
TOTAL
GENERAL TOTAL
30,000.00 B Group - OTC
30,000.00
0.03% In Person
İLYAS GÖKEL
30,000.00
11,000.00 B Group - OTC
30,000.00
11,000.00
11,791.00
0.02% In Person
MUSTAFA TURAN
22,791.00
20,000.00 B Group - OTC
22,791.00
20,000.00
0.02% In Person
AHMED HAYREDDİN
ÇELİKKAYA
20,000.00
20,000.00 B Group - OTC
20,000.00
20,000.00
0.02% In Person
SİNAN YAZICI
20,000.00
11,000.00 B Group - OTC
20,000.00
11,000.00
7,824.00
0.02% In Person
İLHAN İNCİ
18,824.00
11,000.00 B Group - OTC
18,824.00
11,000.00
0.01% In Person
ONUR BAŞ
11,000.00
11,000.00 B Group - OTC
11,000.00
11,000.00
0.01% In Person
MURAT BEKTAŞ
11,000.00
11,000.00 B Group - OTC
11,000.00
11,000.00
0.01% In Person
OSMAN BİLGİN
11,000.00
11,000.00
0.00% In Person
İSMAİL AYAR
1,762.00
69,044,458.50
1,762.00
1,762.00
69,044,458.50
57.54%
The Company’s Capital: 120,000,000.00
Total Number of Shares:
120,000,000
Minimum Meeting Quorum:
25.00%
Actual Meeting Quorum
57.54%
In person:
33,736,551.50
By proxy:
35,307,907.00
Total:
69,044,458.50
The Shareholding and Capital Structure Shown in the Attendance Sheet is in Compliance with the Company’s Share Ledger and its Records.
Board of Directors
Ministry of Industry and Trade Commissary
BİLGİÇ KUŞBERCİ
President of Council
MUHAMMET HALUK SUR
Vote Collector
ERKAN DEMİR
Secretary
AHMET KARSLIOĞLU
The Annual General Meeting was announced to shareholders through a Material Disclosure sent by the Company to the Public Disclosure
Platform (KAP) on March 6th, 2013 and through an advertisement published in the Turkish Trade Registry Gazette no. 8272 and dated:
March 6th, 2013, the Türkiye daily newspaper on March 6th, 2013 and the Company’s website at www.bimeks.com.tr.
Maximum care and attention were taken to adopt measures, in accordance with legislation, aimed at simplifying the procedure of attendance
at the General Assembly. It is believed that no shareholders have faced any difficulty in participating in Annual General Meetings, as no
such feedback has been received from shareholders so far in this respect. Under Article 1527 paragraphs 5 and 6 of the Turkish Code of
Commerce, it was found that the Company duly made the electronic general assembly preparations according to the legal arrangements.
Relevant documents on the Annual General Meeting, the Board of Directors Annual Report, the Audit Report, the Summary of Independent
34
Audit Report prepared by Engin Bağımsız Denetim Yeminli Mali Müşavirlik A.Ş., Financial Tables prepared in accordance with the provisions
of the Capital Markets Board Series:XI No:29 Communiqué, the Balance Sheet and Income Statement prepared in accordance with legal
records, and suggestions from the Board of Directors regarding the 2012 results were made available for examination by shareholders on
the Corporate website and at the Company’s Head Office, 21 days prior to the date of the Annual General Meeting.
During the Annual General Meeting, the right to ask questions was exercised, and the questions were responded to. Shareholders did
not submit any proposals to the agenda. The minutes to the Annual General Meeting were announced to the public through a Material
Disclosure sent by the Company to the Public Disclosure Platform (KAP) on March 28th, 2013 and promulgated in the Turkish Trade Registry
Gazette no. 8300 and dated: April 15th, 2013.
Information regarding the amounts and beneficiaries of donations and contributions made by the Company during the reporting period was
provided to the shareholders with a separate item in the agenda during the general shareholders’ meeting.
d) Voting Rights and Minority Rights: According to Articles No:8, No:10 and No:11 of the Articles of Association, which regulate the privileges, A-Type share representing the
Company’s capital provide their holders with a privilege in the appointment of members of the Board of Directors and the Audit Board and
a privilege on voting rights. In addition to providing privileged rights on the appointment of the members of the Board of Directors and
auditors, privileged A Type shares are each entitled to 100 (one hundred) voting rights in the Ordinary and Extraordinary General Assembly
Meetings.
The following provision was added to the Article 19 entitled “Minority Rights” in the Company’s Articles of Association: “With respect to
minority rights, the related provisions set forth in the Turkish Code of Commerce, the Capital Markets Law and the related legislations shall
be complied with.”
Minority shareholders are not represented in the management.
There is no privilege regarding dividend rights. The Company has a publicly announced dividend policy which is set out in Article No:16 of the
Company’s Articles of Association, and also on the Company’s website.
With the end of the 2012 operating year, the announcement below was made on March 1st, 2013 through the Public Disclosure Platform.
Date of Board of Directors Meeting
No of Board of Directors Meeting
Meeting Place
Meeting Attendants
Agenda
: 1 March, 2013
: 2013/08
: Company Headquarters
: M. Murat Akgiray, M. Haluk Sur, Erkan Demir, Muhittin Şenel, Ahmet Karslıoğlu, M. Arif Bayraktar, Işık Gökkaya, Ayhan Uluç, Sebahat Şen Hamzaoğlu
: On the proposal to the General Assembly concerning the 2012 Profit
The Members of the Board of Directors met to negotiate the agenda items.
Following the negotiations; at the end of 2012 calendar year;
As displayed in the consolidated financial statements prepared in compliance with the International Accounting / Financial Reporting
Standards pursuant to the Communiqué Series: XI, No: 29 of the Capital Markets Board, the Company’s profit for 2012 calendar year stood at
TL 2,209,618.
In our unconsolidated statutory records, which are accounted in accordance with the Tax Procedure Law, there was a profit of TL
3,377,663.73 profit.
However, since there are TL 18,711,614.56 in losses from previous years in our statutory records, which are accounted for in accordance with
the Tax Procedure Law, the unanimous decision was taken to submit the proposal in the Annual General Meeting that our 2012 profit shall
offset previous years’ losses, and there shall be no distribution of the profit.
45433384464
Chairman
Muhammet Haluk Sur
50974167650
Deputy Chairman
62881293032
Member
Muhittin Şenel
59953051232
Member
Ahmet Karslıoğlu 65689216104
Member
Erkan Demir
24584491580
Member
Işık Gökkaya
11938052818
Member
Sebahat Şen Hamzaoğlu
17702311518
Member
Ayhan Uluç
18356789142
Member
35
e) The Right to Dividends:
The annual profit is determined based on the annual budget. The Company’s profit for the period is determined and distributed in
accordance with the Turkish Code of Commerce, Capital Market Legislation, Income Tax Act, Corporate Tax Act and generally recognized
Turkish accounting principles and standards. There is no privilege regarding distribution of profits.
According to the Article 16 of the Company’s Articles of Association;
The amounts to be paid and allocated, such as general expenses and depreciation expenses, along with compulsory taxes that are required
to be paid by the legal entity of the company, are deducted from year-end revenues. The remaining net period profit (if any) that stated in
the annual financial statements, is then deducted from the previous year’s losses (if any).
The remaining amount shall be distributed as follows:
A. Dividend
General Legal Reserve:
a) 5% is allocated as general legal reserves
Primary Dividend:
b) The amount of donations (if any) is added to the remaining amount, and the dividend is allocated from this amount in accordance with the
percentages and amounts set out by the Capital Markets Board.
c) After the allocations set out above, the General Assembly reserves the right to decide on the distribution of the profit among Board
members (excluding independent members), officers, employees and workers, foundations formed for various aims, and similar individuals
and corporations.
Second Dividend:
d) The General Assembly is authorized to decide on the remaining amount which is calculated by deducting the amounts set out in (a), (b), and
(c) from the net profit, whether to partially or fully distribute as a second dividend or to allocate the amount as extraordinary reserves. The
General Assembly discretely decides to allocate extraordonariy reserves pursuant to Article 521 of the Turkish Code of Commerce.
General Legal Reserve:
e) A total of 5% of the paid-in capital is deducted from the amount which is set for distribution to shareholders and other profit
participants, and 10% of the remainder is added to general legal reserve in accordance with Article 519 of the Turkish Code of Commerce,
Paragraph 2 Clause c.
Unless statutory reserves are set aside, no decision may be made to set aside further reserves or to carry forward the profit to the following
year. Unless the first dividend is paid out in cash and/or in the form of shares, no decision may be made for the distribution of dividends to
Board members and independent Board members, employees and workers, or to foundations established for various purposes, or to such
persons and/or organizations.
The dividend is distributed to all relevant shareholders and profit participants equally without taking issuance and acquisition dates into
account.
Type and time of the decided distribution of the profit shall be determined by the General Assembly after the Board of Directors distribution
proposal on the issue.
Decision on the distribution of dividend which has been decided by General Assembly in accordance with these Articles of Association is
irrecoverable.
B. Advance Dividend
The Board of Directors may distribute a dividend advance, to be limited only to the related year, on the condition that it is authorized by
the General Assembly and is in compliance with Article 20 of the Capital Markets Law and the regulations of the Capital Markets Board.
Authorization for the distribution of an advance dividend, provided by the General Assembly to the Board of Directors, is limited to the year
that the authorization is provided. Unless the dividend advance pertaining to the previous year is fully offset, no decision may be taken
regarding an additional advance dividend or the distribution of dividends.
C. Date and Form of Profit Distribution
The primary dividend is required to be distributed in accordance with the law and the articles of association following the decision taken on
the distribution of the profit, and the distribution of the dividend as decided by the General Assembly. The General Assembly will decide on
the date and the form of the profit distribution.
f) Assignment of Shares:
According to Article 7 of the Company’s Articles of Association:
The Company shares can be assigned in compliance with the provisions of the Turkish Code of Commerce, the Capital Markets Law and the
related legislation.
36
2. PUBLIC DISCLOSURE AND TRANSPARENCY:
g) Company Disclosure Policy:
In line with the disclosure policy, the Company may announce its expectations from time to time. The company prepares written documents,
in which Company shares its expectations, with the assumptions and expectations based and on justifications which are clearly specified in
the documents with supporting data. In these statements, probable risk factors, uncertainties, and the possibility that the actual results
may differ from the expectations for various reasons are stated clearly. Forward-looking information in these public disclosures is stated
together with the reasons behind the expectations and statistical data. This information does not contain exaggerated foresight, is not
misleading and is associated with Company’s financial situation and operational results.
These expectations may only be stated by authorized individuals which hold the authorization to issue public disclosures, and by expressing
the clauses mentioned above clearly or by quoting references to existing and publicly shared written documents (such as press statements,
information documents, announcements made within the framework of the Capital Market Legislation). In the event of an important shift
in the company’s financial position and/or activities, or in cases that where it is expected to observe an important shift in near future, the
public is informed as part of the information policy, without prejudice to the provisions in related regulations.
Our company has established an information policy in order to ensure those stakeholders listed below are informed and obtain accurate,
clear, complete and easily accessible information in a timely manner.
These policies are available in the company’s website under http://static.bimeks.com.tr/promotions/pdf/bilgilendirme_politikalari.pdf
Our company complies with Capital Markets Regulations, Capital Markets Law, the Capital Markets Board and Borsa Istanbul in respect to
public disclosure.
Our disclosure policy is to inform our shareholders and stakeholders in an equal, fair, accurate and concurrent manner on the principle of
clarity and transparency. We are prepared to make publicly shared information available for shareholders, stakeholders and other related
parties.
Our board of directors presents the information policy prepared for public disclosure concerns in the AGM to inform shareholders, and also
announces the policy to the general public.
In the event of a change in the information policy, the provisions that are changed and the reasons therewith are presented to inform the
general assembly, and announced to the general public after being approved by the board of directors.
The stakeholders and institutions that are informed in accordance with the Company’s disclosure policy are as follows;
•Existing Investors
•Potential Investors
•Stakeholders
•Regulatory bodies
•The General Public
The information policy is materialized through these channels;
•Website
•Public Disclosure Platform
•Investor meetings
•Media and press statements
•The Trade Registry Gazette, announcements through other newspapers (Prospectus, Circular Notes, General Assembly Invitation etc.)
•News terminals (Reuters, AP, Bloomberg, Forex, Matriks, etc.)
•Communication instruments such as e-mail and letters
•Phone, Fax etc.
Subjects Under the Scope of Information:
The information provided covers the points listed below:
•Annual reports, financial charts and their footnotes, independent auditing reports and the profit distribution policy are communicated to
investors, the public, beneficiaries and regulatory institutions through the internet site and other distribution channels.
•Information concerning the Annual General Meeting is made available for examination in the Company’s headquarters and branches, and
announced to the general public over the internet no later than 3 weeks before the date of the Annual General Meeting.
•Financial statements and the independent auditing report are announced to the public on a quarterly basis.
•In the event of a special situation as specified in accordance with the CMB Series:VIII, No:54 “Notice of Guidelines for the Disclosure of
Special Situations to the Public”, disclosure of special related conditions are submitted to the BIST and PDF.
37
•Meetings between members of the Board of Directors and the press are planned and organized by the Investor Relations Unit. In cases
where the Company’s share value may be affected, announcements are undertaken through the authorized persons mentioned below.
•The profit distribution policy developed by the Board of Directors of the Company is disclosed to the public. This policy is submitted to
shareholders at the Annual General Meeting and is mentioned in the annual report.
Ethical principles are disclosed to the public as part of the disclosure policy.
Those developments which are expected to have an important bearing on the company’s future activities are announced as part of the
disclosure policy.
Information regarding insider trading is announced as part of the disclosure policy.
The website is actively used in disclosing information and updated periodically.
Persons Authorized to Disclose Information:
The persons who are authorized to disclose information, except for the aforementioned public information, will have their requests replied
to, either in writing or orally, by the the Chairman and Members of the Board of Directors, the General Manager, the Director of Finance or
the Shareholder Relations Unit according to the level of information requested. Employees other than those persons are not authorized to
reply to requests for information.
Names of Persons Authorized to Disclose Information
Chairman of the Board of Directors: Mehmet Murat Akgiray
Members of the Board of Directors: Muhammet Haluk Sur, Muhammet Arif Bayraktar, Ahmet Karslıoğlu, Muhittin Şenel, Erkan Demir,
Shareholder Relations Unit: Ahmed Hayreddin Çelikkaya
Member of the Executive Board: Mustafa Ruşen Selçuk
h) Company Website and Its Content:
The Company’s corporate website address is www.bimeks.com.tr.
The Corporate and Investor Relations section of the website are available in both Turkish and English with regard to foreign investors also
making use of it.
The information set out below is available on the Company’s website;
•The Company’s latest shareholder and management structures,
•The latest version of the Company’s Articles of Association,
•Material public disclosures,
•Audited year-end and unaudited interim financial reports,
•Annual reports and activity reports,
•Research reports prepared on the Company by third parties,
•Credit rating reports,
•Prospectuses and public offering circular notes,
•Matters Related to Annual General Meeting,
•The Company’s profit distribution policy,
•The Company’s profit disclosure policy,
•Applications to CMB and their results,
•The Ethical rules of the Company,
•Information on the share buy-back program,
•Independence Declarations of of Independent Members of the Board of Directors,
•Contact details of operating locations.
As recommended by the CMB Corporate Governance Principles, the corporate website (www.bimeks.com.tr) is used actively in public
disclosures and the content of the website is updated consistently. Statements on the Company’s website may not substitute material
disclosures and declarations that are mandatory, in line with the provisions of Capital Market Regulations. All the material public
disclosures are also available on the website.
The website is structured and classified accordingly. All necessary measures are taken to ensure the safety of the website. In particular,
announcements regarding the Annual General Meeting, agenda items, informative documents on agenda items, other information,
documents and reports on agenda items, and methods of participating in the Annual General Meeting are placed in prominent positions on
the website.
Information on the Company’s website is the same and/or consistent with the material disclosures issued in accordance with the relevant
legislation; it may not be conflicting and may not contain deficient information. The website address is also included in the Company’s
letterhead.
38
The Company’s website includes trade registry information, the latest shareholder and management structure, detailed information
regarding privileged shares, the latest version of the articled of association and date and issue number of the trade registry gazette where
the changes are published, material disclosures, financial reports, activity and annual reports, prospectuses and public offering circular
notes, the agenda for Annual General Meetings, a list of those attending and the minutes of the meetings, the proxy voting form and similar
forms. The website also includes the profit distribution policy, disclosure policy, donation and support policy, information on related party
transactions, the Company’s rules on ethics and the remuneration policy for members of the Board and senior management. In this context,
information for at least for the last 5 years is presented on the Company’s website.
The website also includes information concerning the committees formed within the Board of Directors, the duties of the committees, rules of
procedures and a list of the members forming the committees.
On the website, the “About Us” subtitle of the “Corporate” section includes descriptive information concerning the Company. The
“Company Reports” subtitle includes all financial information regarding the managed operations for the sake of public disclosure. The
“Announcements” section includes all announcements released by the Company and information published in the media. The “Capital Market
Transactions” subtitle includes information on bond issues, public offerings and capital increases undertaken in the Capital Markets
between the date of the public offering and the current date. The “Press Release” section includes presentations and introductions
concerning the Company’s trade activities.
The sub-section entitled “Genel Board Meetings” includes all invitations, minutes and explanations related to the General Board Meetings in
the last 3-year period, including the reporting year.
i) Annual Reports:
The 2013 Annual Report is prepared in accordance with the Corporate Governance Principles.
The Annual Report is prepared in sufficient detail to ensure public access to complete and accurate information concerning the company’s
operations.
The information below is available in the Company’s Annual Report;
•Areas of activity,
•Information concerning the sector where the company operates in and its positioning in the sector,
•The financial situation, analysis and evaluation of operational results
•Evaluation report by rating companies, if any
•Detailed information on predictable risks regarding operations,
•Members of the Board of Directors and the Senior Management: their CV’s, duties and responsibilities, their duties outside the Company
and their compliance with the Company rules on those matters,
•A breakdown of the tasks according to the Board members, and the duties and responsibilities of the Board members,
•Information concerning the duties undertaken by the Board members and senior executives outside the Company and declarations
regarding the independence of Board members,
•Members of the Board committees, activities undertaken, rules of procedures, evaluation about the activities of the committees,
•Number of Board meetings in a year and the rate of attendance of Board meetings in these meetings,
•Information on major lawsuits filed against the Company and their probable consequences,
•The social rights and vocational training of employees and information on other Company activities on social and environmental matters
within the context of social responsibility activities,
•The Company’s profit distribution policy,
•In the event that the Board of Directors suggests the General Assembly does not distribute the profit, the reasons behind the suggestion
and how to utilize the undistributed profit,
•Internal controls and information on the existence, procedures and activities of the internal audit
•Information on the remuneration policy for Board members and senior executives, and other compensation provided.
3. STAKEHOLDERS
j. Disclosure to Stakeholders:
During the period, all requests from stakeholders were responded to by the relevant departments. No exclusive channel was established in
this respect, as existing disclosure channels were used. In doing so, ir@bimeks.com.tr, which is the Company’s official e-mail address, was the
most actively used channel.
The Company takes the rights of stakeholders under protection. These rights are regulated in accordance with the legislation and mutual
agreements in their transactions and activities. In cases where the rights of stakeholders are not under protection in line with the legislation
and mutual agreements, the benefits of stakeholders are protected within the extent of the company’s abilities within the rules of goodwill.
The Company discloses its financial tables quarterly through the Public Disclosure Platform (KAP) and makes them available on the
Company’s website.
Furthermore, other news of significance, such as store openings, major consultancy services received and capital market transactions – such
as share buy-back and bond redemption/issues – are disclosed via the KAP.
39
All necessary measures are taken to ensure customer satisfaction in the marketing and sale of the goods and services. Customer requests
regarding the goods and services they have purchased are responded to rapidly, and necessary information is provided.
In goods and services, quality standards are adopted and maximum care is taken to maintain standards.
Within the context of trade secrets, the Company pays attention to the confidentiality of information related to customers and suppliers.
Stakeholders may obtain information by submitting requests for information to the Shareholders relations Department and by attending
Annual General Meetings or Extraordinary General Meetings, either at the end of the period in the interim period.
k. Stakeholders’ participation in the Management:
Stakeholders may forward their requests, complaints and offers to the board through the Shareholder Relations Unit. Stakeholders voice
their views and offers by taking the floor in the general assembly. The articles of incorporation do not set out any arrangement regarding
stakeholder participation in the executive board.
l) Human Resources Policy:
The company’s human resources policy is aimed at developing human resources procedures and practices which are compatible with the
company’s vision, mission, and values and which support efforts to achieve the company’s targets by creating and ensuring the continuity of
a workforce whose members are carefully selected, motivated and trained.
Fundamentals of the Human Resources Policy:
The company’s human resources policy is based on following principles;
•Ensuring that the company is an employer which is preferred by potential employees in the sector,
•Placing priority on existing Bimeks employees where there are personnel with the necessary qualifications to fill vacant positions within
the company,
•During the recruitment process, selecting candidates with the knowledge and skills required for the vacant position through transparent
processes which grant equal opportunities to all,
•When adding new members to the Bimeks family, ensuring the continued existence of Bimeks’s corporate culture and of the Bimeks family
concept, whose fundamental tenets are rooted in creating happy and loyal employees,
•Planning human resources processes that are appropriate to employees’ training and progression,
•In order to realize the company’s targets, ensuring that employees work with an awareness of costs in line with the principles of
maximizing efficiency and profitability and ensuring that employees’ views and ideas in this matter may easily be communicated to the
managers.
•Creating and ensuring the continuity of a safe, healthy, and calm working environment,
•Sustaining the company’s image in the sector as one that distinguishes itself through its employees.
The Board of Directors, Executive Board, CEO and Human Resources Manager are responsible for the determination and development of the
human resources policy; all managers are responsible for its application.
Principles regarding the development and application of human resources policy are presented to the Executive Board by Human Resources
in a manner that includes all employees’ recommendations and is approved by Executive Board.
Always taking great care to listen to all kinds of problems which employees may experience, the human resources unit pays great attention
to recommendations and expectations and works to seek a solution to problems within the bounds of possibility. An employee within the unit
is in charge of this matter.
Nisa Dizdar is the authorized manager for this position. In addition, recommendations may always be referred to ik@bimeks.com.tr, and all
problems and recommendations sent to this address are evaluated and replied to.
There have been no complaints regarding discrimination so far. Applications in our company are clear and transparent. In line with one of
the principles of our HR policy, no individual has been excluded on the basis of their religion, language, ethnicity or gender.
Fundamentals of the Human Resources Policy:
The company’s human resources policy is based on following principles;
•Ensuring that the company is an employer which is preferred by potential employees in the sector,
•Placing priority on existing Bimeks employees where there are personnel with the necessary qualifications to fill vacant positions within
the company,
•During the recruitment process, selecting candidates with the knowledge and skills required for the vacant position through transparent
processes which grant equal opportunities to all,
•When adding new members to the Bimeks family, ensuring the continued existence of Bimeks’s corporate culture and of the Bimeks family
concept, whose fundamental tenets are rooted in creating happy and loyal employees,
•Planning human resources processes that are appropriate to employees’ training and progression,
•In order to realize the company’s targets, ensuring that employees work with an awareness of costs in line with the principles of
maximizing efficiency and profitability and ensuring that employees’ views and ideas in this matter may easily be communicated to the
managers.
40
•Creating and ensuring the continuity of a safe, healthy, and calm working environment,
•Sustaining the company’s image in the sector as one that distinguishes itself through its employees.
Relations with employees are the responsibility of the Human Resources Department, which is composed of one manager, one assistant
manager, one specialist and one assistant specialist. The Human Resources Department has not received any complaints regarding
discrimination.
Job definitions of all employees are defined within the company. In addition, the criteria for performance and rewards are shared with all
personnel. All personnel are made aware of the criteria of the performance system and success factors.
m) Rules of ethics and Social Responsibility
The company’s website includes rules of ethics.
http://static.bimeks.com.tr/promotions/pdf/etik_kurallar.pdf
Accordingly;
Our company believes that the capital markets are, first and foremost, based on trust and that the rules of ethics are therefore of high
importance; and that on top these rules, ethics form the supremacy of the law and the defence of this supremacy. The Company’s Board
Member & Financial Affairs Director, and Board Member & Finance Group Director are responsible for;
•Setting out complete, fair, true, timely and understandable disclosures in all reports and documentation publicized or submitted to the
authorities of the capital market where the Company is a member thereof,
•Complying with all laws, regulations and principles binding the Company individually and the Company’s relations with its shareholders,
•Ensuring compliance with the essence as well as the letter of these rules of ethics; and to expend effort to promote the development of a
company culture which forms the basis of compliance with laws and company policies in all activities.
In addition, Individuals within the Company who are in a position to possess knowledge regarding the financial statements, which
nevertheless is not yet public, are expected to keep such information confidential in accordance with the rules of ethics.
Our employees;
•are honest and reliable individuals who attach due care to ethical and moral values without compromise;
•perform their duties in their units or departments for the benefit of the Company rigorously and objectively in a disciplined and careful
manner, in compliance with the principles of confidentiality;
•fulfil their duties in the best possible manner to enhance the Company’s profitability and market share;
•are always reasonable and considerate in their language, manners and the way they are attired;
•are aware of the significance of proper relations between subordinates, the upper management and customers in business life, and
organize themselves accordingly;
•have a positive impact on the people they address both within and outside the Company with their respectful, moderate, modest, active and
positive attitudes;
•meticulously comply with the laws, professional principles and the concerned regulations;
•take the most effective, sound and appropriate decisions for the Company by evaluating different ideas, perspectives and suggestions
with a conciliatory attitude;
•refrain from political, religious or ethnic arguments involving discrimination, and all unlawful activities;
•Possess the knowledge and experience as required by the job which they are performing, and demonstrate continuous effort to develop
their general knowledge, professional knowledge and skills.
Employees should fulfil their responsibilities in the best possible manner with all these qualifications and values.
Among the Company’s social responsibility activities, the following were conducted within the period;
•technology sponsor for four teams in the Super League: Trabzonspor, Bursaspor, Eskişehirspor, and Sivasspor
•National Handball Teams technology sponsor during the 2013-2014 season
•Technology sponsorship of the Bursaspor sports club,
•The leading sponsorship of Career Summit,
Career Summit is a platform in which entrepreneurs, business people, industrialists, academics and the managers of Turkey’s leading
companies share their views and foresights about “Leadership and Social Responsibility” with participants.
The CEOs of Turkey’s leading companies, entrepreneurs, industrials and business people attended the conference as spokespersons within
the Career Summit. The event included speeches and interviews on the business world, public and local administration, career processes in
NGOs and the media, success stories, new trends and opportunities, competition and growth strategies, marketing and sales methods.
•IT sponsor at the 5th İMSAD Construction Quality Summit
•Sponsor of the “13th Production Research Symposium”, whose theme was “Sustainably Innovative Manufacturing & Service Strategies”,
organized by the Manufacturing Research Association in collaboration with Marmara University and Sakarya University
•Sponsor of the İstanbul Inter-Lycee “Smiley Moments” Photo Contest
•Recruitment of personnel with Down’s syndrome (in addition to what is required under mandatory employment rules)
•Collecting waste batteries in the headquarters and the stores
41
4. BOARD OF DIRECTORS:
n) The Structure and Formation of the Board of Directors:
The members of the Board of Directors of the Company are listed in the table below:
The Chairman of the Board of Directors and the Chairman of the Executive Board (General Manager) are not the same person.
The members of the Board of Directors who have duties outside the Group are as follows:
Independent members of the Board of Directors, Işık Gökkaya and Sebahat Şen Hamzaoğlu, and Company shareholder Muhammet Haluk
Sur, hold duties outside the Group.
Name, Surname
Duty
Legal Entity
Represented
Chairman of the
Board of Directors
Partner
Muhammet Haluk Sur
Deputy Chairman
of the Board of
Directors
Member of the
Board of Directors
and General
Manager
Member of the
Board of Directors
Partner
Muhittin Şenel
Member of the
Board of Directors
Partner
Ahmet Karslıoğlu
Member of the
Board of Directors
--
Muhammet Arif
Bayraktar
Erkan Demir
Sebahat Şen Hamzaoğlu Member of the
Board of Directors
Işık Gökkaya
Member of the
Board of Directors
Ayhan Uluç
Member of the
Board of Directors
Bimeks Bilişim
ve Yönetim A.Ş.
Partner
Independent
Member of
the Board of
Directors
Independent
Member of
the Board of
Directors
Independent
Member of
the Board of
Directors
Duties Undertaken in the
Company in last 5 years
Term of Office / Remaining Term of Office
Share in Capital
(TL)
(%)
Chairman of the Board of Appointed on 30 March, 2012 for 3 years to serve until 22,224,660
18.52
Directors
the first AGM following the completion of the 3rd year
in charge
Member of the Board of
Appointed on 30 March, 2012 for 3 years to serve until 2,339,328
1.95
Directors
in charge
Purchasing Group
Appointed on 30 March, 2012 for 3 years to serve until 1,354,000
1.13
Director, General Manager the first AGM following the completion of the 3rd year
in charge
Member of the Board
of Directors / Financial
Affairs Director
Member of the Board
of Directors / HR and
Business Development
Group Director
Member of the Board of
Directors / Finance Group
Director
Appointed on 30 March, 2012 for 3 years to serve until 614,036
in charge
Appointed on 30 March, 2012 for 3 years to serve until 614,036
in charge
0.51
Appointed at the Annual General Meeting held on
300,000
28 March 2013 to serve for the same period with the
existing members of the Board of Directors (upon the
General Board’s unanimous approval of the Board’s
decision no. 2012-39 and dated: September 6th, 2012)
Appointed on 30 March, 2012 for 3 years to serve until 0
in charge
0.25
Independent Member
in charge
0.00
Independent Member
in charge
0.00
Independent Member
Independent Members, in accordance with the Communiqué on Determination and Implementation of Corporate Governance Principles
Appendix: Capital Markets Board Corporate Governance Principles 4.3.8, conveyed their candidacy for serving as independent board
members on 28 March, 2012. This is evaluated in accordance with the communiqué by taking the conditions of independence into
consideration, and this point was announced at the same date in the Public Disclosure Platform via material event disclosure.
The independence declarations of the Independent Members are presented below.
42
0.51
0.00
DECLARATION OF INDEPENDENT BOARD MEMBER
I, hereby, declare that I have not served as a member of the Board of Directors at
BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET ANONİM ŞİRKETİ (The Company) for more than 6 years over the last 10 years, and declare
•There is no direct or indirect relationship of interest in terms of employment, capital or significant commerce between the Company, its
subsidiaries, affiliates and other legal entities that are related in terms of capital and the management with shareholders holding a
direct or indirect stake of more than 5% in the Company, and myself, my spouse, and blood related or in-law relatives up to a third level of
relation within the last five years,
•I am not employed or have served as a member of the Board of Directors in a firm over the last five years, primarily for a firm that has
undertaken audit, rating and consultancy work for the Company, or firms which have undertaken activities and organization for the
Company, fully or partially, within the framework of a contract,
•I have not been a partner, employee or member of the Board of Directors of a firm over the last five years which has provided a significant
level of services or products to the Company,
•Due to my service as a Board Member, I hold less than 1% of the shares in the Company if I am a shareholder, and do not hold any
privileged shares,
•I hold the vocational education, knowledge and experience required to fulfil the duties I will undertake as an Independent Board Member,
•I will not undertake full time employment in a public corporation or institution as of the nomination date, or during my service in the event
that I am appointed,
•I am deemed to be domiciled in Turkey in terms of Income Tax Law,
•I possess strong ethical standards, a professional reputation and experience as necessary to contribute positively to the Company
activities, to maintain objectivity in the event of conflicts of interest between Company partners, and undertake decisions freely by taking
into account the rights of Company shareholders;
Hence, I will fulfil my service as a member of the Board of Directors as an Independent Member.
30.03.2012
SEBAHAT ŞEN HAMZAOĞLU
BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET ANONİM ŞİRKETİ (The Company) for more than 6 years over the last 10 years, and declare
undertaken the audit, rating and consultancy work for the Company, or firms which have undertaken activities and organization of the
Company, fully or partially, within the framework of a contract,
•I have not, at any time in the last five years, been a partner, employee or member of the Board of Directors of a firm providing a significant
level of services or products to the Company,
•Due to my service as a Board Member, I hold less than 1% of the shares in the Company if I am a shareholder, and do not hold any
privileged shares,
•I possess the vocational education, knowledge and experience necessary to fulfil the duties I will undertake as an Independent Board
Member, as required,
•I am deemed to be domiciled in Turkey on the basis of Income Tax Law,
activities, to maintain objectivity in case of conflicts of interest between Company partners, and make decisions freely by taking into
account the rights of Company shareholders;
Hence, I will fulfil my service as a member of the Board of Directors as an Independent Member.
30.03.2012
IŞIK GÖKKAYA
43
BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET ANONİM ŞİRKETİ (The Company) for more than 6 years over the last 10 years, and declare,
undertaken the audit, rating and consultancy work for the Company, and firms which have undertaken activities and organization of the
Company fully or partially within the framework of a contract,
•I have not been a partner, employee or member of the Board of Directors of a firm providing a significant level of service or products to
the Company at any time in the last five years.
•Due to my service as a Board Member, I hold less than 1% of the shares in the Company if I am a shareholder, and do not to hold any
privileged shares,
•I possess the vocational education, knowledge and experience necessary to fulfil the duties I will undertake as an Independent Board
Member, as are required,
•I am deemed to be domiciled in Turkey on the basis of Income Tax Law,
activities, to maintain objectivity in case of conflicts of interest between Company partners, and make decisions freely by taking into
account the rights of Company shareholders;
•
Hence, I will fulfil my service as a member of the Board of Directors as an Independent Member
30.03.2012
AYHAN ULUÇ
CV’s OF MEMBERS OF THE BOARD OF DIRECTORS
Mehmet Murat Akgiray (Chairman of the Board of Directors)
Born in 1956, Mr. Akgiray completed an undergraduate degree in Construction Engineering from Boğaziçi University in 1979 before
completing his postgraduate degree at the same university in 1981. In his professional career, he has served as a co-founder, general
manager and board member in wholesale companies in the sector for many years. Mr. Akgiray was the co-founder of Bimeks and has been
serving as the Chairman of the Board of Directors since March 2009.
Muhammet Haluk Sur (Deputy Chairman of the Board of Directors)
Born in 1956 in Bandırma, Haluk Sur completed his primary, secondary and high school education in Bandırma. Having graduated from the
Department of Construction Engineering at Boğaziçi University in 1978, Mr. Sur completed a Master’s degree in Environmental Engineering
at the same university in 1981. After completing his studies in environmental engineering at the University of Washington 1981, he moved
back to Turkey and worked as a central control engineer at the NATO Construction Department of the Ministry of Defence during his military
service. Having joined Bimeks as a partner in 2001, Mr. Sur is also a member of international real estate institutes, such as ULI and NAREIT.
Having served as the Chairman of GYODER (The Association of the Real Estate Investment Companies) for 2 terms, he is currently serving as
the Chairman of the ULI Turkey Group.
Muhammet Arif Bayraktar (Member of the Board of Directors and General Manager)
Born in 1968, Mr. Bayraktar graduated with a degree in Economics from the Faculty of Economics & Administrative Sciences at Hacettepe
University in 1991. Having started working at Bimeks in September 1991 as a Sales Representative, he then served as Sales Manager,
Purchasing Manager, Purchasing, Advertising and Logistics Group Director and later as the Deputy Chairman of the Executive Board. He
was appointed as the General Manager of Bimeks in March 2009, and currently remains in this post.
Erkan Demir (Member of the Board of Directors)
Born in 1969 in Bafra, near Samsun, Mr. Demir graduated with a degree in Business Administration from the Faculty of Bolu Economics and
Administrative Sciences at Gazi University in 1989. Between 1989 and 1993, he worked in the accounting departments of several companies
before joining Bimeks as an Accounting Manager in 1993. As a Certified Public Accountant, Mr. Demir became the partner and member of the
Board of Directors of Bimeks in 1998. He also serves as the Financial Affairs Director at Bimeks.
Ahmet Karslıoğlu (Member of the Board of Directors)
Born in 1971 in Kırklareli, Mr. Karslıoğlu graduated from the department of Business Administration from the Faculty of Economics and
Administrative Sciences at Marmara University in 1993. Between 1993 and 2006, he worked in the Finance and Financial Affairs departments
at different directorate stages in a number of companies before joining Bimeks as the Director of the Finance Group in March 2007.
44
Muhittin Şenel (Member of the Board of Directors)
Born in 1975, Mr. Şenel graduated from the department of Business Administration from the Faculty of Economics and Administrative
Sciences at Anadolu University in 1996, before completing a MIS (Management Information Systems) program at the Marmara University
between 1997 and 1999. Having joined Bimeks in 1996 he worked in several departments as a manager. He currently serves as a Director
of Business Development, Investments and Human Resources. Becoming a partner of the Company in 1997, Mr. Şenel has been serving as a
member of the Board of Directors since 2009.
Ayhan Uluç (Independent Member of the Board of Directors)
Born in 1938 in Sürmene, near Trabzon, Ayhan Uluç completed his primary and secondary school education in Sürmene and his high school
education in Istanbul. He graduated from the Business Administration Department at the Istanbul Academy of Economics and Commercial
Sciences. Having completed his military service as a reserve officer in 1965, he worked in various accounting departments in the medicine
and logistics sectors between 1965 and 1971, before starting to work as the Accounting Manager in the Spare Parts Factory between 1971
and 1978. Having retired in 1979, Mr. Uluç then was involved in trading by being a partner in various firms until 2004. Since then, he has
been a SSI (Social Security Institution) pensioner.
Işık Gökkaya (Independent Member of the Board of Directors)
Born in 1962, Işık Gökkaya graduated from the department of Business Administration at Hacettepe University after leaving the Tevfik
Fikret High School in Ankara. He then completed a Strategic Management program at the Boğaziçi University.
Starting his career in the Marketing Department of Dokap Yapı Elemanları A.Ş. in 1986, Mr. Gökkaya became the Head of the Purchasing
Department in the same company in 1987. He worked as the Managing Partner in the Mint Mühendislik Company in 1989 before joining the
Ihlas Group in 1993 and becoming the Assistant General Manager in Ihlas Bilgi İşlem ve Ticaret A.Ş. In 1998 he was one of the founding
partners of Ihlas Gayrimenkul Yatırım Ortaklığı and assumed the position of Assistant General Manager until the end of 2006. In the
meantime, he was among the founding members of the Association for Real Estate Investment Companies, assumed the positions of Deputy
Chairman and a member of the Board of Directors at both the Association for Real Estate Investment Companies and the “Urban Land
Institute – Department of Turkey”. In 2006 he became a member of the Board of Directors of Forum Istanbul 2023, and remains a member to
this day.
At the end of 2006, Ihlas Gayrimenkul Yatırım Ortaklığı A.Ş. changed hands and assumed the title of Y&Y Gayrimenkul Yatırım Ortaklığı A.Ş.
During the reorganization phase, Mr. Gökkaya, who became the General Manager and a member of the Board of Directors, still continues to
serve in this capacity. Işık Gökkaya assumed the position of Deputy Chairman of the Board of Directors of GYODER for the 2002 and 20092010 periods. He was elected as the Chairman of the Board of Directors of GYODER for two years in the 2011 and 2013 periods.
Sebahat Şen Hamzaoğlu (Independent Member of the Board of Directors)
Born in 1969 in Istanbul, Sebahat Şen Hamzaoğlu graduated from the department of Business Administration at the Anadolu University.
She became a Certified Public Accountant in 2002. Having worked for various companies in accounting departments since 1990, she has
served as the Accounting Manager of Ömür Sanayi Ve Ticaret A.Ş. since 1998.
There are no specific regulations preventing members of the Board of Directors from assuming duties outside the Company.
The duties of members of the Board of Directors outside the Company are presented below:
Name-Surname
Companies which the member has had
partnerships with or duties in over the last 5
Years
SPV Bilişim ve Dış Tic. A.Ş. (Group Company)
Duty Undertaken and
Partnership Situation
Partner and Chairman of the
Board
Serbim Bilgisayar Destek ve Tic. A.Ş. (Group
Partner and Chairman of the
Company)
Board
Kimaş Kimyasal İlk Maddeler San. Ve Tic. A.Ş
Partner and Board Member
Bimeks Bilişim ve Yönetim A.Ş. (Group Company) Partner and Chairman of the
Board
Kimya Teknik Sanayi Ve Tic. A.Ş
Board Member
Muhammet Haluk Sur
Emlak Konut Gayrımenkul Yatırım Ortaklığı A.Ş. Board Member
Kiler Gayrimenkul Yatırım Ortaklığı A.Ş.
Board Member
Öztaş İnşaat ve Taahhüt İşleri Tic. A.Ş.
Erkan Demir
Board Member
Serbim Bilgisayar Destek ve Tic. A.Ş. (Group
Board Member
Company)
Ahmet Karslıoğlu
Board Member
Muhammet Arif Bayraktar Bimeks Yönetim ve Bilişim A.Ş. (Group Company) Board Member
Sebahat Şen Hamzaoğlu Ömür Sanayi Ve Ticaret A.Ş.
Accounting Manager
Işık Gökkaya
Y&Y Gayrimenkul Yatırım Ortaklığı A.Ş.
General Manager and Board
Member
GYODER
Chairman of the Board
Current state of duty or
Partnership
Continuing
Share in Capital
and Stake
(TL)
(%)
49.850
99,7
Continuing
1.510
0,15
Continuing
Continuing
400
48.000
0,8
96
480
0
0
620.000
25
10
0,8
0
0
6,2
0,05
0
50
500
-
0,1
1
-
Continuing
Continuing
Not continuing
Continuing
Continuing
Continuing
Continuing
Continuing
Continuing
Continuing
45
o) Working Principles of the Board of Directors:
With regard to the meetings of the Board of Directors, the Secretariat of the Board of Directors is authorized to set out the constitution of
the agenda, to carry out announcements, issue invitations, to inform members of the Board of Directors and to classify Board documents.
Seda Bilge serves as the Secretary of the Board of Directors. Members of the Board of Directors receive invitations from the Secretary of the
Board of Directors containing notifications of the agenda, the meeting place and the time (by e-mail and telephone).
In meetings of the Board of Directors in 2013, there were no recorded circumstances of dissent or any demands to append. In the same
period, there was no point which was opposed by independent members. Questions asked during the meeting are not appended to record.
In accordance with Article 8 of the articles of association;
The company is managed by the Board of Directors comprising of at least 5 and at most 11 members, which are elected by the General
Assembly in accordance. For a decision to be taken by the Board of the Directors, four members of the Board of Directors must be in
attendance at the meeting; in the event that the Board of Directors is comprised of five members, then five members of the Board of
Directors should be present in the meeting; in the event that the Board of Directors is comprised of seven members, six members of the
Board of Directors should be present in the meeting; in the event that the Board of Directors is comprised of nine members, then seven
members of the Board of Directors should be present in the meeting; and in the event that the Board of Directors is comprised of eleven
members, then nine members of the Board of Directors should be present in the meeting. The provisions of the Turkish Code of Commerce
are applied in the quorum of the decision of the Board of Directors.
On the Board of Directors, there are executive and non-executive members. Among the non-executive board members, there are independent
members who have the qualifications set forth in the Capital Markets Board’s Corporate Governance Regulations.
The formation of the Board of Directors is subject to the Corporate Governance Principles required by the Capital Markets Board pursuant
to the Turkish Code of Commerce and the Capital Markets Law. The number and attributes of independent board members shall be in
compliance with the Capital Markets Board’s Corporate Governance Regulations.
Member of the Board of Directors, including independent members are elected for a maximum period of 3 years.
They may then be re-elected following the end of their term of office.
If there is a vacancy in membership of the Board of Directors or independent members lose their independence, the Board of Directors holds
an election. This election is logged to the approval of the Board of Directors in the first board meeting. The selected new member would then
hold the tenure of the former member.
Members of the Board of Directors may be changed if the general assembly deems necessary.
A member who is relieved of his duties has no right to ask for any compensation.
A fee to be determined by the General Assembly is paid to the Chairman, Vice Chairman and Members of the Board of Directors. For
determination of the said fee, the time spent by these persons to make preparation and realize their duties for, before and after the
meetings is taken into account. Besides, the remuneration fee to be paid to the participants for each meeting is also determined by the
General Assembly.
The Board of Directors decides on whether any fee will be paid to the President and Members of Committee or not and if applies,
establishment of a committee related with the amounts and conditions of such payment. In case that the President and Members of
Committee are at the same time president and member of the board of directors, the General Assembly decides on whether any fee will be
paid to the said Members of Committee or not and if applies, the amounts and conditions of such payment.
The remuneration of the head and members of the Board of Directors are performed in accordance with the the provisions set forth in the
Turkish Code of Commerce and the Capital Markets Law, and the related communiqués, resolutions and other regulations. The principles
of remuneration for board members and senior level managers are determined based on the Company’s and its employees’ performance
and are set out in writing by Corporate Governance Committee. These principles are also presented to shareholders in the Annual General
Meeting and the related remuneration policy is published on the Company’s website.
Independent members of the Board of Directors are not eligible to benefit from stock options or performance-based payment schemes. The
wages for Independent Board Members shall be at a level reasonable for them to sustain their independence.
The Company’s General Assembly elects the Board of Directors; with a minimum of 4 out of 5 members if it has been determined that a total
of 5 members will serve in the board, a minimum of 5 out of the 7 members if it has been determined that a total of 7 members will serve in
the board, a minimum 7 out of the 9 members if it has been determined that a total of 9 members will serve in the board and a minimum of
9 out of the 11 members if it has been determined that 11 members will serve in the board. These members will be selected from candidates
nominated by Group A shareholders.
Meetings of the Board of Directors are held when deemed necessary, but these are required to be held at least once per month.
Corporate Governance Principles which have been made obligatory by Capital Markets Board are complied with. Any transactions made and
46
any decisions taken by Board of Directors on the contrary of obligatory principles are invalid and constitute a contradiction against Articles
of Association.
Determination of the agenda of meetings of the Board of Directors takes place whereby Erkan Demir, a member, informs the Chairman, the
Vice Chairman and Members of the draft agenda 3 days prior to the meeting.
Board Members do not hold the right to any additional vote and/or veto.
The Board of Directors held 72 meetings in the period. M. Murat Akgiray, the chairman of the board, could not attend one of the meetings as
he was travelling on business abroad at those times.
p) Number, Structure and Independence of Committees Established within the Board of Directors:
In 2013, the following committees operated under the Board of Directors: “Audit Committee”, “Corporate Governance Committee” and
“Committee on the Early Detection of Risk”. Duties of the Nominating Commitee and the Remuneration Commitee were also fulfilled by the
Corporate Governance Committee.
The Committees’ assigned duties and working priniples and which members are involved in the committees are determined by the board of
directors, and the details are available in the company’s website.
Ayhan Uluç – an independent Board member – was selected as the Chairman of the Audit Committee and Sebahat Şen Hamzaoğlu – an
independent Board member – was selected as the member of the committee for 2013. The Audit Committee held four meetings in 2013. The
recommendation decisions reached during the meetings are adopted by the Board of Directors.
The Audit Committee aims to ensure healthy monitoring of the financial and operational activities.
As far as its duties and working principles are concerned, the Audit Committee;
•Conducts surveillance of the company’s accounting system, announcement of financial information to the public, operation and efficiency
of independent audit and internal audit system.
•Elects the independent audit institution, starts the independent audit process by preparing the independent audit agreements and
monitors operations in all stages of independent audit institution.
•Determines the independent audit institution to be used and the services to be received from this company and presents it to the approval
of the Board of Directors.
•Determines the methods and criteria to be applied for analyzing and concluding of the complaints received by the Company in relation
with the Company’s accounting or internal control system and independent audit, evaluating the statements of the Company employees
regarding the accounting and independent audit of the Company in accordance with the confidentiality policy.
•Informs the Board of Directors in writing about whether the annual and interim financial tables to be disclosed comply with the accounting
principles of the Company and are accurate and true. Presents its own evaluations to the Board of Directors together with the opinions of
senior managers and independent auditors of the Company.
Işık Gökkaya – an independent Board member – was selected as the Chairman of the Corporate Governance Committee and Ahmet Karslıoğlu
– an independent Board member – was selected as the member of the committee for 2013. The Corporate Governance Committee held four
meetings in 2013. The recommendation decisions reached during the meetings are adopted by the Board of Directors.
The Corporate Governance Committee aims to monitor the Company’s compliance with corporate governance principles, to effect
improvements in this matter and to propose recommendations to the Board of Directors.
As far as its duties and working principles are concerned, the Corporate Governance Committee;
•Determines whether principles of corporate governance are being adhered to in the Company, and in case they are not, it ascertains
the reasons for it and stablishes conflicts of interest arising as a result of not complying fully with these principles and submits
recommendations for improvement to the Board of Directors.
•Observes the activities of the Investor Relations Department.
•Works on creating a transparent system for the determination, evaluation and training of suitable candidates for the Board of Directors
and executive positions, and it determines the relevant policies and strategies.
•Makes regular evaluations on the structure and efficiency of the Board of Directors and presents the possible changes to be made on this
subject to the Board of Directors.
•Evaluates the candidate proposals for independent membership on the Board of Directors considering the independency criteria of the
candidate, including executives and shareholders and presents its report on this to the approval of Board of Directors.
•Determines the proposals of board of directors members and senior executives on waging principles considering the long term objectives
of the company.
•Defines and monitors the principles, criteria and applications, by taking into consideration of the long term targets of the Company, of
remuneration of members of the Board of Directors and of the senior executives with management responsibilities and their performance
evaluation;
•Submits proposals to the Board of Directors in connection with the remuneration of members of the Board of Directors and of the senior
executives with management responsibilities by taking into consideration of the degree of reaching the criteria used in remuneration.
47
Ayhan Uluç – an independent Board member – was selected as the Chairman of the Committee on the Early Detection of Risk and Sebahat
Şen Hamzaoğlu – an independent Board member – was selected as the member of the committee for 2013. The Committee on the Early
Detection of Risk held six meetings in 2013. The evaluations made and recommendation decisions reached during the meetings are adopted
by the Board of Directors.
The Committee on the Early Detection of Risk aims to detect and analyze commercial, operational and financial risks at an early stage in the
activity field and to take the necessary precautions.
As far as its duties and working principles are concerned, the Committee on the Early Detection of Risk;
•Works for early determination of dangerous conditions that may affect the entity, development and continuation of the Company, to take
the necessary measures and to manage the risk.
•Reviews risk management systems at least once a year.
It was obliged to assign the same members to duty in different committees in order to ensure that as many independent members as possible
take part in committees.
q) Risk Management and Internal Audit Mechanism:
Within the framework of the provisions of the Turkish Commercial Code and Capital Markets Board Corporate Governance Principles and in
accordance with the decision of the Board of Directors dated 12 October, 2012 and numbered 2012/45, the Early Detection of Risk Committee
was established.
A sub working group was established by the Committee on the Early Detection of Risk to determine risks and to create the necessary
methodology for the Risk Management activities at Bimeks.
A methodology was created by the Risk Management Working Group based on the electric/electronic retail sector and Bimeks operations in
order to determine the risks that might affect Bimeks. During this study, the Group made negotiations and evaluations with members of the
Executive Board, directors and the managers whose opinions were required.
In the study, the Group evaluates the possibilities for risks to occur and their impacts on Bimeks’ assets when they occur. Then, it discusses
possibles risks together with the existing control mechanisms within the Company and determines the risks that the Company is subject to.
For each risk the Company is subject to, the Group specifies the actions that must be separately taken, as well as people responsible for
such actions and dates of action. It also identifies the risks for which actions have to be taken until a specific date and the risks that must be
monitored at all times.
When risks are solely evaluated without taking control mechanisms into account, the most important risks are those caused by the Company’s
operations and those caused by external factors. It is determined that the Company’s broad outlet network minimizes the impact of
operation-related risks in particular on the entire Company.
The “Bimeks Risk Management Guide” prepared as a result of the study was presented to the Committee on the Early Detection of Risk.
A decision is made that the Risk Management Working Group will be responsible for monitoring whether the required actions are taken in
respective periods and whether the control activities that minimize the risk level that the Company is subject to are carried out at all times.
The Risk Management Working Group regularly made evaluations with the respective managers for the necessary actions that have to be
taken until the respective period and performed on-site document analyses within 2-month intervals. The Group presented the results of
such evaluations and analyses to the Committee on the Early Detection of Risk.
By making negotiations with the respective managers and performing on-site document analyses, the Risk Management Working Group
evaluated the existing control mechanisms in order to monitör whether the control activities that minimize the risk level that the Company is
subject to are carried out at all times.
In 2013, it is adopted as a principle to improve the Company’s point of view towards risks and its internal control system by showing the
necessary efforts and to exploit such efforts as a management tool.
r) Strategic Targets of the Company:
After the year-end evaluation, a report on the following year’s targets is prepared by members of the Executive Board according to their
fields of responsibility, which is examined by the Board of Directors. Requests for additional information are recorded if necessary, with the
targets forwarded to the Budget Director. The company’s short term (until 1 year) plans are then set out accordingly.
Medium term (3-5 years) plans are updated every year considering global and national economic trends, and sector dynamics.
Realizations regarding budget targets are evaluated by the management on a quarterly basis within the next year; in the event of deviations
from the targets, internal and external factors are examined.
48
s) Financial Rights:
According to Article 8 of the articles of association; the remuneration of the Head and the Members of Board of Directors are determined by
the General Assembly. Under the 10th agenda item in the Annual General Meeting dated 28 March, 2013, shareholders were informed of the
“Remuneration Policy” determined for board members and senior level managers, and this agenda was accepted in a unanimous vote.
•In accordance with the articles of association, there is no payment to board members, other than the rights and benefits determined by
the General Assembly for board members. However, board members in charge of execution do receive a salary in exchange for their duties
in execution.
•There is no remuneration method which is based on performance or which reflects the company performance.
•The company does not extend loans or loan facilities to any board member.
•No loan facilities are extended via third persons, and no guarantees such as bail are given.
•In determining the remuneration of independent board members, consideration is given to the protection of their independence. Stock
options or payment schemes based on the company’s performance are not used.
•Remuneration for board members and senior level managers, and all benefits, are announced in the annual report.
The principles of remuneration for board members and senior level managers are set out in writing by Corporate Governance Committee, and
this was presented to shareholders in the Annual General Meeting pertaining to the 2012 financial year, which was held on 28 March, 2013.
REMUNERATION POLICY AT BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş.
Purpose:
As the Board of Directors is responsible for the company’s operational and financial performance targets, which are determined and publicly
announced, to conduct critical self-evaluation and performance evaluation on a board and member basis, and to conduct awards or dismissal
on the basis of these evaluations.
Duties and Responsibilities:
In the event that a Remuneration Committee cannot be established in the Board of Directors, the Corporate Governance Committee fulfils
the Remuneration Committee’s duties. The board of directors determines the Committee’s assigned position, working procedures and which
members are involved.
•Determining recommendations regarding the principles for remuneration of members of the board of directors and senior level managers
by considering the company’s long term targets
•Determining the standards that may be applied in setting pay in connection with the performance of the company and the member
•Presenting recommendations regarding the remuneration for board members and senior level managers by considering degree to which
criteria had been reached
REMUNERATION POLICY FOR SENIOR LEVEL MANAGERS
The levels of pay for Senior Level Managers are determined in compliance with international standards and legal requirements by
considering their duty, responsibility, experience, macroeconomic data in the market, pay policies that apply in the market, the size of the
company and its long term targets and individuals’ positions.
Information regarding the criteria is summarized below:
Performance of the company: Performance of the company is obtained with the measurement of financial and operational targets (such
as revenue, market share and efficiency) which are given to the company at the beginning of each year. While determining the company’s
targets, sustainable success and improvements compared to the previous years are important principles.
Individual Performance: In determining individual performance targets related to the employee, customer, process, technology and long term
strategy are considered with the company’s targets. In measuring the individual performance, in line with the performance of the company,
principles of long term sustainability are considered, as well as the financial aspect.
49
REMUNERATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS
The Company determines pay separately for the Chairman, Vice Chairman and Board Members in line with market conditions and the
company’s strategy and policies by considering board members’ duties and responsibilities in the company. These pay amounts are
submitted to the approval of shareholders in the relevant year’s Annual General Meeting.
There are additional payments for board members who are in execution in the context of policy, which is determined for senior level
managers.
Stock options or payment schemes based on the company’s performance are not used in determining the wages of independent board
members. It is important that their remuneration is determined in a manner which protects their independence.
Payment is made to board members according to prorate principle by considering their tenure as of their appointment and withdrawal dates.
Costs incurred by board members in association with their contributions to the company (such transportation, telephone and insurance) may
be reimbursed by the company.
Pay and other benefits provided to board members and senior level managers are announced to the public through the annual report.
They work to the principle of announcing this on an individual basis; if this is not carried out, then at least the difference between board of
directors and senior level managers would be included.
In a vote put forward to the Annual General Meeting dated 28 March, 2013, it was unanimously agreed that a monthly gross attendance fee
of TL 25,000.00 would be paid to the Chairman, TL 12,500 to the Vice Chairman and TL 2,500.00 to other board members.
Accordingly, total salaries and fees paid to the Chairman and members, the general manager, the general coordinator, deputy general
managers had totalled TL 2,172,000 as of 31 December, 2013.
The pay policy was announced on 30 March, 2012 in PDF with MED and declared in issue 8045 of the trade registry gazette, dated 11 April,
2012. Moreover, the benefits provided within the period to the Board of Directors and senior level managers were announced in PDF on 06
March, 2014 in Independent Audit Report Foot Note 27.
07.03.2014
Independent Board Member
Chairman of the Corporate Governance
Committee
Işık Gökkaya
50
Member of the Corporate Governance
Ahmet Karslıoğlu
INTERNAL AUDIT AT BİMEKS
Engin Bağımsız Denetim ve Serbest Muhasebecilik ve Mali Müşavirlik AŞ was selected as an independent auditor to audit the Company’s
activities in the reporting period 2013 within the framework of the Turkish Code of Commerce no. 6102. Besides this, the Committee
Responsible for the Audit was established among the board of directors in order to ensure healthy monitoring of the financial and
operational activities. Ayhan Uluç was selected as the Chairman and Sebahat Şen Hamzaoğlu was selected as a member of the committee.
As far as its duties and working principles are concerned, the Audit Committee;
•Conducts surveillance of the company’s accounting system, announcement of financial information to the public, operation and efficiency
of independent audit and internal audit system.
•Elects the independent audit institution, starts the independent audit process by preparing the independent audit agreements and
monitors operations in all stages of independent audit institution.
•Determines the independent audit institution to be used and the services to be received from this company and presents it to the approval
of the Board of Directors.
•Determines the methods and criteria to be applied for analyzing and concluding of the complaints received by the Company in relation
with the Company’s accounting or internal control system and independent audit, evaluating the statements of the Company employees
regarding the accounting and independent audit of the Company in accordance with the confidentiality policy.
•Informs the Board of Directors in writing about whether the annual and interim financial tables to be disclosed comply with the accounting
principles of the Company and are accurate and true. Presents its own evaluations to the Board of Directors together with the opinions of
senior managers and independent auditors of the Company.
FINANCIAL ANALYSIS AND EVALUATION BY BIMEKS MANAGEMENT
Bimeks has been gradually strengthening its cash position over the last 3 years. Considering that the multiplier effect of the liquid assets is
high in the consumer electronics business, this provides considerable advantages in purchasing and lump sum payments.
The strengthening in the Company’s liquidity position continued in 2013 on the back of increasing sales turnover. By the end of the period,
the Company’s liquid assets climbed to TL 70 million with an increase of about TL 1.8 million compared to the end of 2012.
In 2013, sales increased by 41%, at a time when GDP expanded by an estimated 3.5%.
NET SALES (TL MILLION)
106
69
697
56
495
396
2011
2012
NET SALES
2013
# STORES
The Company’s gross profitability ratio declined by nearly 0.8 points YoY, partially due to one-time relatively low-margin sales from the
stocks of Electroworld (acquired by Bimeks in the end of October 2013).
51
COST OF GOODS SOLD (TL MILLION)
22.1
18.0
17.1
577
406
309
2011
COGS
2012
2013
GROSS PROFIT MARGIN (%)
The Company’s operating costs increased by 0.8% YoY due to one-time contract termination, consultancy and representation costs and fees
incurred by the Company beause of its acquisition of Electroworld. The Company is not expeted to pay such costs and fees in 2014.
OPERATING EXPENSES (TL MILLION )
12.9
12.8
13.6
95
63
51
2011
OPERATING EXPENSES
2012
2013
THE RATIO OF OPERATIONAL EXPENSES TO SALES (%)
According to its fully audited previous postclosing balance sheet dated: 31.10.2013, Electroworld’s net total assets amount to TL 31.6
million, while the purchase price paid by Bimeks is TL 7.1 million. According to this, the sum of the Company’s net revenues stemming from its
investments in its sector is about TL 24.5 million and has been reported as a subitem of the EBITDA value.
The Company’s EBITDA increased by 6.8% YoY to TL 47.3 million in 2013.
EBITDA (TL MILLION)
9.5
6.7
38
2011
EBITDA
52
47
6.8
33
2012
2013
EBITDA MARGIN (%)
Bimeks’ Income Statements pertaining to the last 3 years are presented below for the sake of comparison
TL million
Sales revenues
Cost of sales (-)
Gross profit
Income from investment activities (net)
Operating expenses
EBITDA
2011
396
(309)
87.4
0
(50)
37.5
2012
495
(406)
88.8
0
(56)
32.9
2013
697
(577)
119.4
25
(97)
47.3
Depreciation and amortization
Operating profit
(10.9)
26.1
(11.7)
20.4
(15.2)
6.2
Profit before tax
Profit after tax
4.0
4.0
3.2
1.9
14.3
12.2
22.1%
9.5%
1.0%
1.0%
18.0%
6.7%
0.6%
0.4%
17.1%
6.8%
2.1%
1.7%
Gross sales margin
EBITDA margin
Gross profit margin
Net profit margin
CHANGE
2011 - 2012
25%
31%
2%
12%
-12%
7%
-22%
-21%
-52%
CHANGE
2012 - 2013
41%
42%
34%
73%
43%
30%
-70%
350%
536%
Capital Management at Bimeks
Bimeks accepted the registered captal system pursuant to the provisions of the Capital Markets Law no. 2499 and swtiched to this system
upon the Capital Markets Board’s permission no. 8/253 and dated: 09.03.2011. The Company’s registered capital is TL 200,000,000 (two
hundred million Turkish Liras) which is divided into 200,000,000 (two hundred million) with a nominal value of TL 1 (one) each.
The permission granted by the Capital Markets Board for the Company’s registered capital ceiling is valid for a period of 5 years (2011-2015).
The Company’s issued capital is TL 120,000,000 as of the balance sheet date.
INFORMATION ON SHARE BUY-BACK PROGRAM BY BIMEKS IN THE REPORTING PERIOD
Within the framework of ‘Principles and Essences for Companies Whose Shares are Traded on the ISE, Regarding the Purchase of Their
Own Shares on the ISE’, in line with the Capital Markets Board’s decision dated 10 August, 2011 No: 26/767, the Company undertook share
buy-back transactions on the ISE between 2 March, 2012 and 2 April, 2012 on the grounds that the Bimeks’s share price had declined
significantly compared to the IPO price as a result the fallout from the global crisis. The public offering was carried out on 7-8 April, 2011 at
a price of TL 4.50 per share and the shares started trading on the ISE on 14 April, 2011. Regarding the end of the share buy-back program,
Bimeks made an announcement on 6 April, 2012 through the Public Disclosure Platform.
The share buy-back program has been completed, which was initiated by decision No: 2012-10 of the Board of Directors dated 29 February,
2012; with regard to the sale of shares, the Company will act in accordance with the Capital Markets Board ruling No: 26/767 dated 10
August, 2011.
•Details regarding the share buy-back transactions are as follows:
•The number of cancelled shares from the bought-back shares: 0
•Maximum price paid for a single share: TL 3.03
•Average buy-back cost per share: TL 2.92
•Total share buy-back cost: TL 11,959,148
•Number of shares bought back: 4,100,000*
•The weight of bought back shares in Issued Capital: 6.83%
•Privileged rights of bought back shares: None.
•Share buy-back transactions date and amounts:
* The total of 4,100,00 shares, mentioned above as the total number of shares bought back, was increased to 6,150,100 following the capital increase in May 2012 (only the
bonus issue part of the capital increase was participated in, in accordance with the relevant CMB legislation). During the capital increase process, the total number of shares in
the Company was increased from 60,000,000 to 120,000,000.
The Company sold 4,000,000 of thee 6,150,000 shares at a unit price of TL 1.95 to East Capital Turkietfonden – a subsidiary managed by
the Sweden-based East Capital Asset Management AB – with a special order on October 30th, 2013. After this transaction, the Company
received back 2,150,000 shares (equal to 1.79% of the Company’s capital). The sale price of TL 7,800,000 will be transferred to the Company’s
accounts and added to its shareholders’ equity as profit from the sale of securities.
53
MAJOR SHAREHOLDER AND FINAL CONTROLLING PARTY
SPV Bilişim ve Dış Ticaret A.Ş. (SPV Bilişim) – a legal entity shareholder of the Company –signed a financing and option agreement with
the Luxembourg based investment and financing firm, Baldares S.a.r.l., on 28 December, 2012. In accordance with the agreement, Baldares
S.a.r.l. provided a TL denominated financing equivalent to US$ 10 million to SPV Bilişim with a maturity of 18 months.
Mehmet Murat Akgiray – an individual shareholder of the Company –participated in this transaction as the guarantor of SPV Bilişim.
As an assurance of the financing, SPV Bilişim and Mehmet Murat Akgiray will pledge a certain amount of the shares that they acquired in
the Company, at an amount of 20% more than the credit amount calculated over the market capitalization.
In return, SPV Bilişim will provide a Call Option to Baldares S.a.r.l. for a period of 24 months to acquire 5,000,000 shares in the Company –
corresponding to 4.17% of the Company capital – from 1 share = TL 1.90.
SPV Bilişim will use the financing in increasing its investments in the consumer electronic retail sector. Hence, SVP Bilişim acquired
8,500,000 shares (equals to 7.1% of the Company’s capital) from RP Explorer Netherlands B.V. (one of the shareholders who had legal entity
as of the respective date) on March 4th, 2013. After this transaction, SPV Bilişim ve Dış Ticaret AŞ increased its stake in the Company by
acquiring 3,151,172 shares more through the stock exchange at different dates.
Information on Private Audit and Public Audit Held in the Calendar Year
Bimeks was not subject to a public audit in 2013. There were no official or legal sanctions concerning the Company, management or its
members in connections with practices contrary to legislation in the 2012 calendar year.
Relations with Controlling Party and its Affiliates
Bimeks’s ownership structure is not dominated by an individual or a group; hence it is not an affiliate. Nevertheless, the trade relations with
those firms which have a participation stake in our Company are set out in footnote No:27 of the Independent Audit Report which is attached
to the Annual report.
Extraordinary General Meetings Held in the Calendar Year
None.
Transaction and Ban on Competition with the Company
In the Annual General Meeting for the 2011 calendar year, held on 30 March, 2012, item No:17 of the agenda was negotiated and the
unanimous decision was taken to provide permission to the members of the Board of Directors in accordance with Articles 334 and 335 of
the Turkish Code of Commerce (the Board Members did not participate in this vote, in accordance with Article 374 of the Turkish Code of
Commerce).
54
SUMMARY AUDIT REPORT
To the General Assembly of BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş.
1.We have audited the accompanying statements of consolidated financial position of Bimeks Bilgi İşlem ve Dış Ticaret A.Ş (the “Company”)
and its subsidiaries (“Group”) as at 31 December 2013, and the related statements of consolidated profit or loss, statements of
consolidated other comprehensive income, statements of consolidated changes in equity and statements of consolidated cash flows for
the year then ended and a summary of significant accounting policies and other explanatory notes.
Management’s responsibility for the financial statements
2.The Group’s management is responsible for the preparation and fair presentation of these consolidated financial statements in
accordance with the Turkish Accounting Standards (“TAS”) published by the Public Oversight Accounting and Auditing Standards
Authority (“POA”) and for such internal controls as management determines is necessary to enable the preparation and fair presentation
of consolidated financial statements that are free from material misstatement, whether to error or fraud.
Auditor’s responsibility
3.Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in
accordance with auditing standards published by Capital Market Board of Turkey. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Conclusion
4. In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Bimeks
Bilgi İşlem ve Dış Ticaret A.Ş. as of 31 December 2013, and of its consolidated financial performance and its consolidated cash flows for
the year then ended in accordance with TAS (note 2).
Reports on Independent Auditor Responsibilities Arising from Other Regulatory Requirements
In accordance with Article 402 of the Turkish Commercial Code no. 6102, the Boards of Directors submitted to us the necessary explanations
and provided required documents within the context of audit, additionally, no significant matter has come to our attention that causes us
to believe that the Group’s bookkeeping activities for the period 1 January -31 December 2013 are not in compliance with the code and
provisions of the Group’s articles of association in relation to financial reporting.
Pursuant to Article 378 of Turkish Commercial Code, Board of Directors of publicly listed companies are required to form an expert
committee, and to run and to develop the necessary system for the purposes of: early identification of causes that jeopardize the existence,
development and continuity of the company; applying the necessary measures and remedies in the regard; and, managing the related risks.
According to subparagraph 4, Article 398 of the code, the auditor is required to prepare a separate report explaining whether the Board of
Directors has established the system and authorized committee stipulated under Article 378 to identify risks that threaten or may threaten
the company and to provide risk management, and, if such a system exists, the report, the principles of which shall be announced by the POA,
shall describe the structure of the system and the practices of the committee. This report shall be submitted to the Board of Directors along
with the auditor’s report. Our audit does not include evaluating the operational efficiency and adequacy of the operations carried out by
the management of the Group in order to manage these risks. As of the date of our auditor’s report, POA has not announced the principles
of this report yet, accordingly, no separate report has been drawn up related to it. On the other hand, the Group formed the mentioned
committee on 12 October 2012 and it comprised of two members. The committee met six times in 2013 for the purposes of early identification
of risks that jeopardize the existence of the company and its development, applying the necessary measures and remedies in this regard,
and managing the risks, and has submitted the relevant reports to the Board of Directors.
ENGİN Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş.
Member Firm of GRANT THORNTON International
Emre Halit
Partner
Istanbul, 06.03.2014
55
DIVIDEND DISTRIBUTION PROPOSAL
With the end of the 2013 operating year, the announcement below was made on 7 March, 2014 through the Public Disclosure Platform.
Date of Board of Directors Meeting:
No of Board of Directors Meeting:
Meeting Place:
Meeting Attendants:
Agenda:
7 March, 2013
2014/39
Company Headquarters
M. Murat Akgiray, M. Haluk Sur, Erkan Demir, Muhittin Şenel, Ahmet Karslıoğlu,
M. Arif Bayraktar, Işık Gökkaya, Ayhan Uluç, Sebahat Şen Hamzaoğlu
On the proposal to the General Assembly concerning the 2013 Profit
The Members of the Board of Directors met to negotiate the agenda items.
Following the negotiations; at the end of 2013 calendar year;
As displayed in the consolidated financial statements prepared in compliance with the Communiqué Series: XI, No: 29 of the Capital Markets
Board on ‘Financial Reporting Standards in the Capital Markets’, the company’s profit for 2013 calendar year stood at TL 12,152,401.
In our unconsolidated statutory records, which are accounted in accordance with the Tax Procedure Law, there was a profit of TL
4,575,832.18 profit for the 2013 calendar year.
However, since there are TL 15,399,649.75 in losses from previous years in our statutory records, which are accounted for in accordance with
the Tax Procedure Law, the unanimous decision was taken to submit the proposal in the Annual General Meeting that our 2013 profit shall
offset previous years’ losses, and there shall be no distribution of the profit.
56
45433384464
Chairman
Muhammet Haluk Sur
50974167650
Deputy Chairman
62881293032
Member
Muhittin Şenel
59953051232
Member
Ahmet Karslıoğlu
65689216104
Member
Erkan Demir
24584491580
Member
Işık Gökkaya
11938052818
Member
Sebahat Şen Hamzaoğlu
17702311518
Member
Ayhan Uluç
18356789142
Member
Audited Financial Statements as of 31 December 2013
57
BİMEKS BİLGİ İŞLEM VE DIŞ
TİCARET ANONİM ŞİRKETİ
CONSOLIDATED
FINANCIAL STATEMENTS AT
31 DECEMBER 2013
TOGETHER WITH AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
To the Shareholders and Board of Directors of
1. We have audited the accompanying statements of consolidated financial position of Bimeks Bilgi İşlem
ve Dış Ticaret A.Ş (the “Company”) and its subsidiaries (“Group”) as at 31 December 2013, and the
related statements of consolidated profit or loss, statements of consolidated other comprehensive income,
statements of consolidated changes in equity and statements of consolidated cash flows for the year then
ended and a summary of significant accounting policies and other explanatory notes.
Management’s responsibility for the financial statements
2. The Group’s management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with the Turkish Accounting Standards (“TAS”) published by the
Public Oversight Accounting and Auditing Standards Authority (“POA”) and for such internal controls as
management determines is necessary to enable the preparation and fair presentation of consolidated
financial statements that are free from material misstatement, whether to error or fraud.
Auditor’s responsibility
3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards published by Capital Market Board of
Turkey. Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation
and fair presentation of the financial statements in order to design audit procedures that are appropriate in
the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Conclusion
4. In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated financial position of Bimeks Bilgi İşlem ve Dış Ticaret A.Ş. as of 31 December 2013, and of
its consolidated financial performance and its consolidated cash flows for the year then ended in
accordance with TAS (note 2).
Reports on Independent Auditor Responsibilities Arising from Other Regulatory Requirements
In accordance with Article 402 of the Turkish Commercial Code no. 6102, the Boards of Directors
submitted to us the necessary explanations and provided required documents within the context of audit,
additionally, no significant matter has come to our attention that causes us to believe that the Group’s
bookkeeping activities for the period 1 January -31 December 2013 are not in compliance with the code
and provisions of the Group’s articles of association in relation to financial reporting.
Pursuant to Article 378 of Turkish Commercial Code, Board of Directors of publicly listed companies are
required to form an expert committee, and to run and to develop the necessary system for the purposes of:
early identification of causes that jeopardize the existence, development and continuity of the company;
applying the necessary measures and remedies in the regard; and, managing the related risks. According
to subparagraph 4, Article 398 of the code, the auditor is required to prepare a separate report explaining
whether the Board of Directors has established the system and authorized committee stipulated under
Article 378 to identify risks that threaten or may threaten the company and to provide risk management,
and, if such a system exists, the report, the principles of which shall be announced by the POA, shall
describe the structure of the system and the practices of the committee. This report shall be submitted to
the Board of Directors along with the auditor’s report. Our audit does not include evaluating the
operational efficiency and adequacy of the operations carried out by the management of the Group in
order to manage these risks. As of the date of our auditor’s report, POA has not announced the principles
of this report yet, accordingly, no separate report has been drawn up related to it. On the other hand, the
Group formed the mentioned committee on 12 October 2012 and it comprised of two members. The
committee met six times in 2013 for the purposes of early identification of risks that jeopardize the
existence of the company and its development, applying the necessary measures and remedies
in this
regard, and managing the risks, and has submitted the relevant reports to the Board of Directors.
ENGİN Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş.
Member Firm of GRANT THORNTON International
Emre Halit
Partner
Istanbul, 06.03.2014
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013
CONTENTS
PAGE
STATEMENTS OF
STATEMENTS OF
STATEMENTS OF
STATEMENTS OF
STATEMENTS OF
CONSOLIDATED FINANCIAL POSITION…………………….. ...............
CONSOLIDATED PROFIT OR LOSS…………………………………… .
CONSOLIDATED OTHER COMPREHENSIVE INCOME ........................
CONSOLIDATED CHANGES IN SHAREHOLDER’S EQUITY…... .......
CONSOLIDATED CASH FLOWS………………………………………….
1-2
3
4
5
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
NOTE 2
NOTE 3
NOTE 4
NOTE 5
NOTE 6
NOTE 7
NOTE 8
NOTE 9
NOTE 10
NOTE 11
NOTE 12
NOTE 13
NOTE 14
NOTE 15
NOTE 16
NOTE 17
NOTE 18
NOTE 19
NOTE 20
NOTE 21
NOTE 22
NOTE 23
NOTE 24
NOTE 25
NOTE 26
NOTE 27
NOTE 28
NOTE 29
NOTE 30
ORGANIZATION AND NATURE OF ACTIVITIES ................................................................
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS ...............................................
BUSINESS COMBINATIONS ..............................................................................................
CASH AND CASH EQUIVALENTS .........................................................................................
FINANCIAL LIABILITES ..........................................................................................................
TRADE RECEIVABLES AND PAYABLES .............................................................................
OTHER RECEIVABLES AND PAYABLES .............................................................................
INVENTORIES ...........................................................................................................................
INVESTMENT PROPERTY .......................................................................................................
PROPERTIES, PLANT AND EQUIPMENT ..............................................................................
INTANGIBLE ASSETS ..............................................................................................................
PREPAID EXPENSES AND OTHER ASSETS .........................................................................
DEFERRED INCOME ............................................................................................................
OTHER PROVISIONS ............................................................................................................
PROVISIONS, COMMITMENTS AND CONTINGENT LIABILITIES ...................................
EMPLOYEE TERMINATION BENEFITS ................................................................................
SHARE CAPITAL.......................................................................................................................
REVENUE ...................................................................................................................................
COST OF SALES ........................................................................................................................
NATURE OF EXPENSES ......................................................................................................
OTHER OPERATING INCOME AND EXPENSES .........................................................
INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES ...............................
FINANCING INCOME ...............................................................................................................
FINANCING EXPENSE .............................................................................................................
TAXATION ON INCOME .....................................................................................................
EARNING PER SHARE .............................................................................................................
RELATED PARTY DISCLOSURE ............................................................................................
NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS...............
SUPPLEMENTARY CASH FLOW INFORMATION ...............................................................
POST BALANCE SHEET EVENTS...........................................................................................
7
7-16
17-18
19
19-20
21
22
23
23
24
25
25
26
26
27
28
29-30
31
31
31
32
32
33
33
34-35
34
36
37-45
46
46
1
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
AT 31 DECEMBER 2013 AND 2012
(All amounts in Turkish Lira (“TL”) unless indicated otherwise.)
Note
Audited
31.12.2013
Restated (*)
Audited
31.12.2012
4
70.060.492
68.304.550
27
6
6.595
25.176.146
5.347
21.636.135
7
8
12
12
1.073.609
295.411.833
10.946.340
10.042.171
4.413
160.243.044
4.417.319
494.288
412.717.186
255.105.096
9
10
11
14.634
1.466.181
57.286.924
50.451.881
-1.466.181
30.575.002
50.162.351
7
25
12
57.609
338.788
--
50.986
-203.976
Total non-current assets
109.616.017
82.458.496
TOTAL ASSETS
522.333.203
337.563.592
ASSETS
Current assets
Cash and cash equivalents
Trade receivables
- Related parties
- Third parties
Other receivables
- Third parties
Inventories
Prepaid expenses
Other current assets
Total current assets
Non-current assets
Trade receivables
- Third parties
Investment property
Property, plant and equipment
Intangible assets
Other receivables
- Third parties
Deferred tax assets
Other non-current assets
The accompanying notes are an integral part of these consolidated financial statements.
(*) See note 2.4 ve 2.6
2
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
AT 31 DECEMBER 2013 AND 2012
Note
Audited
31.12.2013
Restated (*)
Audited
31.12.2012
5
5
81.752.616
52.227.731
19.295.281
6.418.888
6
223.594.765
134.155.456
27
7
13
25
2.228.067
50.478
3.617.684
889.440
524
-1.611.226
695.266
14
1.686.354
3.026.379
468.635
20.475
1.251.283
136.499
369.542.149
163.584.898
5
11.428.581
53.990.193
7
3.786.985
3.285.274
16
25
3.026.199
--
1.414.465
64.567
18.241.765
58.754.499
17.a
17.b
17.c
17.d
120.000.000
869.231
17.740.375
(3.937.987)
120.000.000
869.231
17.266.863
(11.264.475)
17.e
7.329.368
(526.623)
58.823
(19.140.510)
12.152.401
4.211
7.329.368
100.779
58.823
(21.048.610)
1.908.100
4.116
Total equity
134.549.289
115.224.195
TOTAL LIABILITIES AND EQUITY
522.333.203
337.563.592
LIABILITIES
Current liabilities
Financial liabilities
Short term portion of long term financial liabilities
Trade payables
- Third parties
Other payables
- Related parties
- Third parties
Deferred Income
Corporation tax
Provisions
- Other provisions
Employee benefit obligations
Other current liabilities
Total current liabilities
Non- current liabilities
Other payables
- Third parties
Long-term provisions
- Provision for employment termination benefits
Deferred tax liability
Total non-current liabilities
Equity attributable to owners of the parent
Paid in capital
Adjustments to share capital
Share premium
Reserve for own shares purchased at ISE
Other comprehensive income / loss to be reclassified to profit
or loss
Revaluation reserve
Actuarial gain/loss arising from defined benefit plans
Restricted reserve
Retained earnings
Net profit for the year
Non-controlling interests
17.f
17.g
(*)See note 2.4 ve 2.6
3
STATEMENTS OF CONSOLIDATED PROFİT OR LOSS
FOR THE YEARS ENDED 31 DECEMBER 2013 AND 2012
(All amounts in Turkish Lira ("TL") unless indicated otherwise.)
Audited
01.01.31.12.2013
Restated (*)
Audited
01.01.31.12.2012
696.576.045
(577.199.990)
494.531.423
(405.713.999)
Gross profit
119.376.055
88.817.424
Marketing and selling expenses
General and administrative expenses
Other operating income
Other operating expenses
(79.753.164)
(27.884.212)
1.830.502
(7.365.307)
(54.678.735)
(18.033.092)
5.126.922
(875.568)
6.203.874
20.356.951
24.632.870
(127.800)
18.169
--
30.708.944
20.375.120
12.657.542
(29.057.267)
7.270.380
(24.463.176)
14.309.219
3.182.324
(2.402.952)
246.449
(1.696.497)
423.590
Net profit from continuing operations
12.152.716
1.909.417
Net profit attributable to:
Equity holders of the Company
315
12.152.401
1.317
1.908.100
0,10
0,02
Note
Continuing operations
Revenue
Cost of sales
18
19
21
21
Operating profit
Income from investment activities
Expenses from investment activities
22
22
Operating income before financial expense
Financing income
Financing expense
23
24
Profit before tax from continuing operations
Tax on profit from continuing operations
Tax charge for the year
Deferred tax charge
Profit per share-TL, full
25
25
26
4
STATEMENTS OF CONSOLIDATED OTHER COMPREHENSIVE INCOME
Audited
01.01.31.12.2013
Restated(*)
Audited
01.01.31.12.2012
12.152.716
1.909.417
- Tax effects
(784.528)
-156.906
376.898
925.000
(260.380)
Other comprehensive income / loss (after tax)
(627.622)
1.041.518
Total comprehensive income
11.525.094
2.950.935
Attributable to:
Equity holders of the parent
95
11.524.999
1.317
2.949.618
Note
Net income for the year
Items not to be reclassified to profit or loss in
subsequent periods
- Actuarial gain/loss arising from defined benefit plans
- Revaluation fund
16
10
5
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
Other comprehensive income /
(expense ) not to be reclassified to
profit or loss
Actuarial
gain/loss
arising from
Revaluation
defined
reserve benefit plans
Paid in
capital
Adjustments
to share
capital
Share
premium
Reserve for
own shares
purchased at
ISE
60.000.000
869.231
47.266.863
--
6.589.368
--
--
--
--
--30.000.000
30.000.000
-----
---(30.000.000)
--
--
Balances at 31.12.2012
120.000.000
Retained earnings
Restricted
reserve
Retained
earnings
Net income
(loss) for the
year
Equity
holders of
the parent
Noncontrolling
interests
Total
equity
--
58.823
(25.218.918)
3.969.569
93.534.936
2.799
93.537.735
--
(200.739)
--
220.364
(19.625)
--
--
--
-----
-740.000
---
-301.518
---
-----
3.949.944
----
(3.949.944)
1.908.100
---
-2.949.618
30.000.000
--
-1.317
---
-2.950.935
30.000.000
--
--
(11.264.475)
--
--
--
--
-- (11.264.475)
-- (11.264.475)
869.231
17.266.863
(11.264.475)
7.329.368
100.779
58.823
(21.048.610)
1.908.100 115.220.079
4.116 115.224.195
120.000.000
869.231
17.266.863
(11.264.475)
7.329.368
--
58.823
(21.249.349)
2.209.618 115.220.079
4.116 115.224.195
Change in accounting policy–
TAS 19, note 2.6
--
--
--
--
--
100.779
--
200.739
(301.518)
--
--
--
Transfers
Sales of own shares purchased at ISE
----
----
--473.512
--7.326.488
----
-(627.402)
--
----
1.908.100
---
(1.908.100)
12.152.401
--
-11.524.999
7.800.000
-95
--
-11.525.094
7.800.000
120.000.000
869.231
17.740.375
(3.937.987)
7.329.368
(526.623)
58.823
(19.140.510)
Change in accounting policy–
TAS 19, note 2.6
Transfers
Cash increase in share capital
Increase in share capital
Reserve for own shares purchased at
ISE
12.152.401 134.545.078
4.211 134.549.289
6
STATEMENTS OF CONSOLIDATED CASH FLOW
Note
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net profit/loss for the year
Adjustments to reconcile profit after tax to net cash generated from
operating activities:
29
Operating income before changes in assets and liabilities
related with operating activities
Changes in working capital
Adjustments to increase/decrease in trade receivables
Adjustments to increase/decrease in inventories
Adjustments to increase/decrease in other receivables
Adjustments to increase/decrease in trade payables
Adjustments to increase/decrease in other payables
Adjustments to other accounts cause to cash flows provided from working
capital
Payment of employee termination benefits
16
Net cash provided by (used in) operating activities
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of intangible assets
Sale of property, plant and equipment and intangible assets
Order advance given and payables
Receipts from order advance given and payables
Acquisition of subsidiary, net of cash
10
11
3
Cash flows from investing activities
C. CASH FLOWS FROM FINANCING ACTIVITIES
Cash increase in share capital
Purchases of own shares at ISE
Sales of own shares purchased at ISE
Changes in financial assets
Proceeds from financial liabilities
Repayment of financial liabilities
Repayment of financial lease payables
Interest paid
Interest income
Net cash provided by financing activities
NET INCREASE / DECREASE IN CASH AND CASH
EQUIVALENT (A+B+C)
D. CASH AND CASH EQUIVALENT AT 01 JANUARY
CASH AND CASH EQUIVALENT AT THE END OF YEAR
(A+B+C+D)
4
Audited
Restated(*)
Audited
01.01.31.12.2013
01.01.31.12.2012
12.152.716
1.909.417
22.340.618
21.909.673
34.493.334
23.819.090
5.086.711
(71.377.861)
(817.458)
24.086.177
2.779.732
4.668.606
(42.069.411)
74.257
30.727.286
2.726.290
(34.697.650)
(4.077.084)
(539.819)
(476.387)
(40.986.834)
15.392.647
(11.678.544)
(2.940.610)
534.343
29.145.262
(3.299.778)
(2.650.417)
(5.948.386)
(291.198)
46.136
5.088.903
(4.527.369)
--
9.110.256
(5.631.914)
--7.800.000
-79.348.532
(42.850.953)
(1.706.525)
(9.574.159)
615.625
30.000.000
(11.264.475)
-4.409.969
83.060.576
(51.659.905)
(556.592)
(7.418.691)
822.118
33.632.520
47.393.000
1.755.942
57.153.733
68.304.550
11.150.817
70.060.492
68.304.550
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES
Bimeks Bilgi İşlem ve Dış Ticaret Anonim Şirketi (Bimeks or the Company) was established on 23 November 1990 under
the Turkish Commercial Code and was registered in Istanbul, Turkey.
The Company is mainly engaged in the retail sales of consumer electronics through its retail chain stores. Bimeks operates in
106 (2012: 69) stores through a warehouse with a net retail space of 95.985 square meters (2012: 39.893 square meters).
During 2013, Bimeks opened 18 new stores and closed 1 store (2011: Bimeks opened 20 new stores and closed 7 stores).
In addition, after the acquisition of Electroworld, 6 franchises and 20 stores have been added to Group’s retail chain stores.
The registered office address of the Company is located at Barbaros Mahallesi Sütçüyolu Caddesi No:62 Yenisahra
Ataşehir/Istanbul.
The Company’s 99.49% owned subsidiary “Serbim Bilgisayar Destek ve Ticaret Anonim Şirketi” (Serbim) was established
on 27 December 2004. Serbim is engaged in after-sales technical services of personal computer hardware and software
products. The registered office address of Serbim is Yeni Sahra Sütçüyolu Cad. Tuğmaner İş Merkezi No:62 34746 Ataşehir,
Istanbul.
As of 31.10.2013, The Company acquired 100% shares of Electroworld İç ve Dış Ticaret A.Ş. (Electroworld) and fully
consolidated to the financial statements of the Company. Electroworld is operating in retail of telecommunication, software,
white goods, household appliances and various accessories. The registered office address of Electroworld is located at
Barbaros Mahallesi Sütçüyolu Caddesi No: 62 Yenisahra Ataşehir/Istanbul.
For the purpose of the consolidated financial statements, the Company and its consolidated subsidiaries are referred to as the
“Group”.
As of 31 December 2013, the number of personnel employed was 1.116 (31.12.2012: 527).
The financial statements for the year ended 31 December 2013 (including comparatives) were approved by the Board of
Directors on 06.03.2014.
NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 Principles of Presentation
The accompanying consolidated financial statements of the Group have been prepared in accordance with the Turkish
Accounting Standards/Turkish Financial Reporting Standards, (“TAS/TFRS”) and interpretations as adopted in line with
international standards by the Public Oversight Accounting and Auditing Standards Authority of Turkey (“POA”) in line with
the communiqué numbered 11-14.1 “Communique on the Principles of Financial Reporting in Capital Markets” (“the
Communique”) announced by the Capital Markets Board of Turkey (“CMB”) on June 13, 2013 which is published by
Official Gazette numbered 28676.
The Group maintains its accounting records and prepares its statutory financial statements in accordance with the Turkish
Commercial Code (the “TCC”), tax legislation and the uniform chart of accounts issued by the Ministry of Finance. The
consolidated financial statements, except for the financial asset and liabilities presented with their fair values, are maintained
under historical cost convention in TL. These consolidated financial statements are based on the statutory records, which are
maintained under historical cost conversion, with required adjustments and reclassifications reflected for the purpose of fair
presentation in accordance with the TAS/TFRS.
The accompanying consolidated financial statements have been prepared in accordance due to “Announcement on Financial
Statements and Footnote Formats” of CMB dated 07 June 2013.
8
2.2 Going Concern
The Group prepared consolidated financial statements in accordance with the going concern assumption.
2.3. Measurement currency and reporting currency
The accompanying financial statements are presented in Turkish Lira (“TL”) which is the Group’s functional and reporting
currency.
2.4. Comparable financial information and reclassification of prior period financial statements
The financial position with the accompanying notes as of 31.12.2013 and 31.12.2012 and statement of comprehensive
income, cash flow and changes in equity with the accompanying notes as of 31.12.2013 and 30.06.2012 are presented as
comparatively. For the compatibility of the current financial statements these financial statements are reclassified if necessary,
and material differences are disclosed.
As of 31.12.2012, advances given amounting to TL 4.003.999 which was accounted under “Other current assets”, was
reclassified to “Prepaid expenses”, and prepaid expenses amounting to TL 413.320 which was accounted under “Other
current assets”, was reclassified to short-term “Prepaid expenses”.
As of 31.12.2012, prepaid expenses amounting to TL 203.976, which was accounted under “Other non-current assets”, was
reclassified to long-term “Prepaid expenses”.
As of 31.12.2012, short term financial liabilities amounting to TL 6.418.888, which was accounted under “Current financial
liabilities”, was reclassified to “Short term portion of long term financial liabilities”.
As of 31.12.2012, trade payables amounting to TL 1.453.636, which was accounted under “Other payables”, was reclassified
to “Trade payables”.
As of 31.12.2012, provision for legal cases amounting to TL 20.475 which was accounted under “Provision for accrued
liabilities and charges”, was reclassified to short-term “Provisions”.
As of 31.12.2012, social security contributions amounting to TL 663.021, which was accounted under “Other current
liabilities” and due to personal amounting to TL 588.261, which was accounted under “Other payables” were reclassified to
“Employee benefit obligations”.
As of 31.12.2012, advances received amounting to TL 1.611.226, which was accounted under long term “Other payables”,
was reclassified to long term “Deferred income”.
As of 31.12.2012, profit on sale of fixed assets amounting to TL 7.652, which was accounted under long term “Other
income”, was reclassified “Profit on investments”.
As of 31.12.2012, deferred tax liabilities amounting to TL 1.377.476, was netted-off with deferred tax assets.
As of 31.12.2012, financing income amounting to TL 10.517, which was accounted under long term “Profit on sale of
financial investment”, was reclassified to long term “Deferred income”.
As of 31.12.2012, foreign exchange gains resulting from trade payables and receivables and interest income amounting to TL
2.890.437which was accounted under “Financing income”, was reclassified to “Other operating income”.
As of 31.12.2012, foreign exchange loss resulting from trade payables and receivables and interest expense amounting to TL
870.634 which was accounted under “Financing expense”, was reclassified to “Other operating expense”.
9
2.5. Basis of consolidation
The consolidated financial statements incorporate the financial statements of Bimeks Bilgi İşlem ve Dış Ticaret A.Ş. and
entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and
operating policies of an entity to obtain benefits from its activities.
The consolidation policies carried on financial statements are defined below:
The financial statements of the subsidiaries included in the consolidation have been prepared as of the date of the consolidated
financial statements.
For the purpose of consolidated financial statements of Bimeks and its subsidiaries will be referred to collectively as the
“Group”.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of disposal as appropriate.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from Group’s equity therein.
Non-controlling interests consist of the amount of those interests at the date of the original business combination and the noncontrolling share of changes in equity since the date of the combination. Losses applicable to the non-controlling interest in
excess of the non-controlling interest in the subsidiary’s equity are allocated against the interests of Group except to the extent
that the non-controlling interest has a binding obligation and is able to make an additional investment to cover the losses.
Losses are allocated even if this results in non-controlling interests having a deficit balance.
All business combinations have been accounted for by applying the purchase method by the Group. The result of operations
of subsidiaries are included or excluded in these consolidated financial statements subsequent to the date of acquisition or the
date of disposal respectively.
The Group has always exercised effective control over the management of each of the companies included in the group
consolidation.
As of financial position dates, the ownership and economic interest of Bimeks Bilgi İşlem ve Dış Ticaret A.Ş. in Serbim
Bilgisayar Destek ve Ticaret A.Ş.’s capital is 99,5%, the ownership and economic interest of Bimeks Bilgi İşlem ve Dış
Ticaret A.Ş. in Electroworld İç ve Dış Ticaret A.Ş.’nin (“Electroworld”)’s capital is 100%.
2.6. Restatement and errors in the accounting policies and estimates
Any change in the accounting policies resulted from the first time adoption of a new TAS/TFRS is made either retrospectively
or prospectively in accordance with the transition requirements of TAS/TFRS. Changes without any transition requirement,
material changes in accounting policies or material errors are corrected, retrospectively by restating prior period consolidated
financial statements. If changes in accounting estimates are related to only one period, they are recognised in the period when
changes are applied; if changes in estimates are related to future periods, they are recognized both in the period where the
change is applied and future periods prospectively.
According to IAS 19 (amendment) ‘Employee benefits’’, effective for annual periods beginning on or after1 January 2013,
changes in standard should be applied retrospectively and the previous year’s financial statements should be restated.
Accordingly, gains/losses accrued due to the changes in the actuarial assumptions used in the calculation of employee
termination benefit should be reclassified to comprehensive income statement. In this context, Group has restated its
consolidated financial statements as of 31 December 2012.
Net profit for the period
Other comprehensive income
31.12.2012
01.01.2012
(301.518)
301.518
(19.631)
19.631
10
2.7 Critical accounting estimates, assumptions and judgments
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from these estimates. These estimates are reviewed periodically, and as adjustments become necessary, they are
reported in earnings in the periods in which they become known.
The key assumption concerning the future and other key sources of estimation uncertainty at the balance sheet date and the
significant judgments are set out below:
•
Allowance for doubtful debts reflect the amount set aside for the losses in the future related to receivables which
exist the balance sheet date but which, in the opinion of the management carry the risk of collection due to current
economic conditions. When evaluating whether receivables has suffered a loss in value the past performance of the
debtors, they are credibility in the market and their performance between the balance sheet date and report date
together with changed circumstances are taken in the considerations. In addition, the collaterals existing as balance
sheet date together with new collaterals obtained between the balance date and report date are also taken in the
consideration. The allowance for doubtful receivables as of the balance sheet dates are explained under note 6.
•
As for the diminution in value of stocks, all stocks are subjected to review and their usage possibility ascertained on
basis of the opinion of the technical personnel; provisions are set aside for items expected not to have usage
possibility. Calculation of net realizable values of stocks is based on selling prices as disclosed by selling price lists
after deduction for average discounts given during the year and selling expenses to be incurred for the realization of
stocks. If the net realizable value of any stock falls under its cost price appropriate provisions are therefore set aside
(note 8).
•
Property, plant and equipment and intangible assets held for use in the production or supply of goods or services, or
for administrative purposes, are stated in the balance sheet at cost, less any subsequent accumulated depreciation
and subsequent accumulated impairment losses. The Group estimates that the useful lives of tangible and intangible
assets. Depreciation is charged using the straight-line basis over the useful lives, which depend on the best
estimation of the management. Useful lives of property, plant and equipment and intangible assets are reviewed at
each balance sheet dates and make changes if necessary (note 2.8).
2.8. Summary of significant accounting policies
The significant accounting policies followed in the preparation of the financial statements are summarized below:
Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue
can be reliably measured. Revenue is shown net of value added and sales taxes, discounts and returns and credit card
commissions. Revenue from the rendering of services is recognized by reference to the stage of completion of the transaction
when the following conditions are met:
 the amount of revenue can be measured reliably,
 the flow of economic benefits to the entity is probable,
 the stage of completion at the period end can be measured reliably and
the costs incurred to date can be measured reliably.
Revenue for services provided initially is measured at the fair value of the consideration receivable. Expenses is included in
operating expenses at cost unless the expense was permitted or required to be included in the financial statements on another
basis. Cost is the fair value of the consideration given for the materials or services used in the production of goods or
provision of services. Cost of sales is presented as a separate line item on the face of the income statement for the functional
analysis of expenditures is chosen for the format of the income statement.
Other revenues earned by the Group are recognized on the following bases:
Rental income – on an accrual basis.
Interest income – on an effective yield basis.
11
Trade receivables / payables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortized cost using the
effective interest rate method to set an allowance for unearned interest. Appropriate allowances for estimated irrecoverable
amounts are recognized in profit or loss when there is objective evidence that the asset is impaired. The allowance recognized
is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the effective interest rate computed at initial recognition. Trade payables are initially measured at fair value, and
are subsequently measured at amortized cost, using the effective interest rate method to set an allowance for unearned interest.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is calculated by using the weighted average method.
Net realizable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in
marketing, selling and distribution. Costs comprise direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present location and condition but excludes borrowing
cost.
Property, plant and equipment are carried at cost less accumulated depreciation and depreciation is provided on a straight-line
basis based on the approximate economic useful lives.
The useful lives of property, plant and equipment are as follows:
Year
Buildings
Leasehold improvements
Machinery and equipment
Motor vehicles
Furniture and fixtures
50
3–7
3–8
5 – 10
3 – 15
No depreciation is provided on land due to its indefinite lifetime.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the
estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The
recoverable amount of property, plant and equipment is the greater of net selling price and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Property, plant and equipment in the course of construction for production, rental or administrative purposes, or for purposes
not yet determined, are carried at cost, less any identified impairment loss. Cost includes professional fees and, for qualifying
assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Depreciation of these assets, on the
same basis as other property assets, commences when the assets are ready for their intended use.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where
shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognized in income.
12
Intangible assets
Intangible assets comprise capitalized development expenses, information systems, computer software and other
determinable rights, intangible assets excluding development expenses.
Research and development costs
Research costs are expensed as and when they are incurred. Development costs are capitalized as intangible fixed assets in
accordance with IAS 38 where it is possible to technically complete the asset so that it is ready for use or presentation for
sale, where there is the intention to complete the asset and present it for use or for sale, where it is known as to how the asset
will lead to possible economic benefits in the future, where sufficient technical, financial and other resources exist to complete
the development phase and where it is possible to reliably measure the expenditure incurred in connection with the asset
during its development phase.
In order to ascertain the fair value of the development costs capitalized as above the management of the Group subjects these
to valuation by a firm of expert valuers which has been authorized by the Capital Market Board; in the case where the asset
value as ascertained by the expert valuers is above the book value the positive difference is added to the value of the
intangible asset with a corresponding credit to the Revaluation Fund Account in shareholders’ equity; and in the case of a
negative difference it is deducted from the value of the asset with a corresponding debit to the Revaluation Fund Account; if
sufficient credit balance does not exist in the Revaluation Fund Account, the negative difference is expensed as impairment
loss.
Intangible assets are initially recorded at cost and in case of revaluation at revalued cost less amortization and impairment
losses to date. Amortisation begins at the moment the asset is completed and presented as ready for use. Amortisation is based
on the sales amount expected in future years, however, the amortization period may not exceed fifteen years.
Investment property
Buildings held for rental yields or for capital appreciation or both, rather than for use in the production or supply of goods or
services or for administrative purposes or sale in the ordinary course of business are classified as “investment property”.
Investment properties are carried at cost less accumulated depreciation and accumulated impairment losses. Investment
properties are depreciated with the straight-line depreciation method over their useful lives.
Impairment
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether any indication of
impairment exists. If any such indication exists, the asset’s recoverable amount is estimated and an impairment loss is
recognised in the income statement whenever the carrying amount of the asset exceeds its recoverable amount.
Foreign currency translations and transactions
Transactions are recorded in Turkish Lira, which is the Company’s functional currency. Transactions in foreign currencies
during the periods have been translated at the exchange rates prevailing at the dates of these transactions. Balance sheet items
denominated in foreign currencies have been translated at the exchange rates prevailing at the balance sheet dates. Exchange
gains or losses arising from settlement and translation of foreign currency items have been included in the financing income
or expense accounts as appropriate.
USD
EUR
GBP
31.12.2013
2,1343
2,9365
3,5114
31.12.2012
1,7826
2,3517
2,8708
13
Derivative financial instruments
The Group holds derivative financial instruments which mainly consist of interest rate swap instruments and currency
forward contracts.
Derivatives are recognized initially at fair value; attributable transaction costs are recognized in statement of consolidated
income when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes in the fair value
of such derivatives are recognized in the statement of consolidated income as part of finance income and costs.
Hedges of exposures to variability in cash flows that are attributable to a particular risk associated with a recognized asset or
liability or a highly probable forecast transaction and could affect profit and loss are designated as cash flow hedges by the
Group.
Changes in the fair value of derivatives, designated as cash flow hedges and qualified as effective, are recognized in equity as
“hedging reserves”. Where the forecasted transaction or firm commitment results in the recognition of an asset or of a
liability, the gains and losses previously recognized under equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. Otherwise, amounts recognized under equity are transferred to the
consolidated income statement in the period in which the hedged firm commitment or forecasted transaction affects the
consolidated income statement.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or losses previously
recognized in equity are transferred to the income statement. If the hedging instrument expires or is sold, terminated or
exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously
recognized in other comprehensive income remains in other comprehensive income until the forecast transaction or firm
commitment affects profit or loss.
Earnings per share
The calculation of the basic and diluted earnings per share is based on net profit for the related period divided by the weighted
average number of ordinary shares outstanding during the year.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Where the Group expects a provision to be reimbursed, for example
under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually
certain.
Leases
Finance Lease
Leases in terms of which the Company assumes substantially all of the risks and rewards of ownership are classified as
finance leases. Assets held under finance leases are recognized as assets of the Company at their fair value at the date of
acquisition. The corresponding liability to the Company is included in the balance sheet as a finance lease obligation. Finance
costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are
charged to the income statement over the term of the relevant lease so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each accounting period. Capitalized leased assets are depreciated in accordance with the
depreciation policy noted above.
Operating lease
Leases of assets under which all the risks and rewards of ownership are effectively retained by the lesser are classified as
operating leases. Lease payments on operating lease are recognized as an expense on a straight-line basis over the lease term.
Related parties
For the purpose of the accompanying financial statements, the shareholders of the Company, its directors and the companies
identified by the Company as being controlled by/affiliated with them are considered and referred to as related parties and
Bimeks Group Companies and their investments and subsidiaries.
14
Employee termination benefits
Under the provision of Turkish Labour Law, employers are required to make certain lump-sum payments to employees
whose employment ceases due to retirement or due to reasons other than misconduct or resignation. Such payments are
determined on basis of an agreed formula and are subject to certain upper limit (ceiling) which is revised twice a year.
Severance pay provision is discounted to present value at the balance sheet date by using average market yield, expected
inflation rates and an appropriate discount rate.
Vacation provision
In accordance with the existing labor law in Turkey, the Company is also required to pay to the employee, whose employment
is terminated due to any reasons, or to its inheritors, the wage of the deserved and unused vacation days over the prevailing
wage at the date the contract is terminated. Vacation pay liability is the total undiscounted liability of the deserved and unused
vacation days of all employees.
Income taxes
Tax expense (income) is the aggregate amount included in the determination of net profit or loss for the period in respect of
current and deferred tax.
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities
are recognized for all taxable temporary differences.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
balance sheet date.
Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to
the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilized.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Financial assets
Financial assets other than hedging instruments are divided into the following categories:
• available-for-sale financial assets
• held-to-maturity investments.
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the
instrument and its purpose. A financial instrument's category is relevant for the way it is measured and whether any resulting
income and expenses is recognized in profit or loss or directly in equity.
Generally, the Group recognizes all financial assets using settlement day accounting. An assessment of whether a financial
asset is impaired is made at least at each reporting date. All income and expense relating to financial assets are recognized in
the income statement line item "finance costs" or "finance income", respectively.
Available-for-sale financial assets are non-derivative financial assets that do not qualify for inclusion in any of the other
categories of financial assets. The Group’s available-for-sale financial assets include unconsolidated investments.
Unconsolidated investments which are not quoted at any stock exchange are reported at cost less any impairment charges, as
its fair value can currently not be reliably estimated.
Gains and losses arising from financial instruments classified as available-for-sale are only recognized in profit or loss when
they are sold or when the investment is impaired. In the case of impairment, any loss previously recognized in equity is
transferred to the income statement. Losses recognized in the income statement on equity instruments are not reversed
15
through the income statement but charged to equity. Losses recognized in prior period consolidated income statements
resulting from the impairment of debt securities are reversed through the income statement, if the subsequent increase can be
objectively related to an event occurring after the impairment loss was recognized in profit or loss.
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity.
Investments are classified as held-to-maturity if it is the intention of the Group's management to hold them until maturity. The
Group currently holds time deposits that fall into this category.
Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. In addition, if
there is objective evidence that the investment has been impaired, the financial asset is measured at the present value of
estimated cash flows. Any changes to the carrying amount of the investment are recognized in profit or loss.
Reserve for own shares purchased at ISE (“Istanbul stock exchange”)
When a company purchases the Company’s share capital, the consideration paid, including any directly attributable
incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders and accounted
under heading “Reserve for own shares purchased at ISE”. Any gain / (loss), resulting from subsequently reissuing or disposal
of these shares, is credited to share premium account under equity.
For the purpose of cash flow statement, cash and cash equivalents comprise cash in hand; deposits with banks and other
financial institutions with the original maturity of three months or less.
Business combinations
It arises upon acquisition of 100% shares of Electroworld İç ve Dış Ticaret A.Ş on 31.10.2013 (note 3). The identifiable assets
and liabilities acquired of Electroworld exceeds the consideration paid (transferred). The Company makes a “bargain
purchase” arising upon the acquisition of Electroworld İç ve Dış Ticaret A.Ş. The difference between the fair value of net
identifiable assets and consideration paid was recognized as gain resulting from bargain purchases in statement of
consolidated profit or loss on the acquisition date.
EBITDA (Earnings before interest, tax, depreciation and amortization and employee termination benefits)
EBITDA (Earnings before interest, tax, depreciation and amortization and employee termination benefits) was monitored by
the Management as performance measure of the Company. This measurement does not consider the effects of nonrecurring
income and expenses. EBITDA is not a measure of operating income, operating performance or liquidity under CMB
Financial Reporting Standards. The Management of the Company presented EBITDA in the notes to the financial statements
besides the requirements of reporting since it is used by certain readers in their analyses (note 29).
2.9. Standards, amendments and interpretations to existing standards that are not yet effective and have not been
adopted early by the Group
The accounting policies, which are basis of presentation of financial statements for the financial period ending at 31
December 2013, are consistent with IFRS and International Financial Reporting Interpretations Committee
(‘’IFRIC’’) interpretation of the previous financial year except for the new standards and interpretation adopted in
the periods beginning on 01January 2014. The effects of these standards and interpretations on Group’s financial
position and performance are summarized in below related paragraphs.
2.9.1 The new standards, amendments and interpretation adopted in the periods beginning on 01 January 2014
summarized in below:
•
•
IAS 32 (Amendment) “Financial Instruments: Presentation- Offsetting of Financial Assets and Financial
Liabilities”
TFRS 9 “ Financial Instruments – Classification and measurement”
16
2.9.2 The new standards, amendments and interpretations that are issued by the International Accounting Standards
Board (IASB) but not issued by POA
•
•
•
•
•
•
•
IFRS 10 Consolidated Financial Statements (Amendment)
International Financial Reporting Interpretation Committee (“IFRIC”) Interpretation 21 Levies
IAS 36 Impairment of Assets – Recoverable Amount Disclosures for Non-Financial assets (Amendment)
IAS 39 Financial Instruments: Recognition and Measurement-Novation of Derivatives and Continuation of Hedge
Accounting (Amendments)
IFRS 9 Financial Instruments- Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39-IFRS 9 (2013)
Improvements IFRSs 2010-2012
Improvements IFRSs 2011-2013
The standards detailed above, interpretations and amendments to existing IFRS standards are issued by the IASB but not yet
effective up to the date of issuance of the interim financial statements. However, these standards, interpretations and
amendments to existing IFRS standards are not yet adapted/issued by the POA, thus they do not constitute part of TFRS. The
Group will make the necessary changes to its financial statements after the new standards and interpretations are issued and
become effective under TFRS.
2.9.3 Resolutions promulgated by the Public Oversight Authority
In addition to those mentioned above, the POA has promulgated the following resolutions regarding the implementation of
Turkish Accounting Standards. "Illustrative financial statement and user guide" became immediately effective at its date of
issuance; however, the other resolutions shall become effective for the annual reporting periods beginning after 31 December
2012.
2013-1 lllustrative Financial Statement and User Guide
2013-2 Accounting of Combinations under Common Control
2013-3 Accounting of Redeemed Share Certificates
2013-4 Accounting of Cross Shareholding Investments
The POA has promulgated “illustrative financial statement and user guide” as of 20 May 2013. The Group has made
necessary reclassifications (note 2.4) to compliance with the illustration.
These resolutions did not have an impact on the financial statements of the Group.
2.10. Offsetting
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable
right to set off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the
liability simultaneously.
17
NOTE 3 – BUSINESS COMBINATIONS
In accordance with Board of Director’s decision dated 04.09.2013 and numbered 2013/39, Bimeks Bilgi İşlem ve Dış Ticaret
A.Ş. acquired 100% shares of Electroworld İç ve Dış Ticaret A.Ş. from DSG European Investment Limited amounting to TL
7.131.000. The acquired identifiable assets and liabilities are as follows:
31.10.2013
Trade receivables
Other receivables
Inventories
Prepaid expenses
Current income tax assets
Intangible assets
Current financial liabilities
Trade payables
Employee benefit obligations
Provision for expenses
Other current liabilities
Long-term liabilities
Fair value of total identified assets (100%)
Less: The difference between the consideration paid and fair value of identifiable net assets, note 22
Total consideration paid
Less: Cash and cash equivalents acquired
Cash outflow presented on statement of cash flow, net
29.011.258
10.038.507
258.361
61.864.757
1.302.416
43.138
11.296.201
24.767.860
3.360.213
(27.647.712)
(67.889.934)
(621.942)
(4.997.671)
(6.903.963)
(2.219.814)
31.661.675
(24.530.675)
7.131.000
(29.011.258)
2.650.417
18
The statements of profit or loss of consolidated subsidiaries and parent are as follows:
Bimeks
Serbim
Electroworld
Subtotal
Consolidation
adjustments
Elimination
Total
712.720.563
(586.701.180)
11.295.212
(10.708.926)
57.672.709
(64.772.014)
781.688.484
(662.182.120)
---
(85.112.439)
84.982.130
696.576.045
(577.199.990)
Gross profit (loss)
126.019.383
586.286
(7.099.305)
119.506.364
--
(130.309)
119.376.055
Marketing and selling expenses(-)
General and administrative expenses(-)
Other operating expense (-)
(76.643.554)
(22.914.720)
1.767.719
(6.606.101)
-(479.191)
112
--
(6.993.052)
(4.510.304)
3.835.807
(759.206)
(83.636.606)
(27.904.215)
5.603.638
(7.365.307)
-----
3.883.442
20.003
(3.773.136)
--
(79.753.164)
(27.884.212)
1.830.502
(7.365.307)
21.622.727
107.207
(15.526.060)
6.203.874
--
--
6.203.874
102.195
(98.825)
---
-(28.975)
102.195
(127.800)
24.530.675
--
---
24.632.870
(127.800)
21.626.097
107.207
(15.555.035)
6.178.269
24.530.675
--
30.708.944
12.201.151
(28.496.331)
-(25.514)
456.391
(535.422)
12.657.542
(29.057.267)
---
---
12.657.542
(29.057.267)
5.330.917
81.693
(15.634.066)
(10.221.456)
24.530.675
--
14.309.219
Tax on profit from continuing operations
Tax charge for the year
Deferred tax charge
(2.313.112)
176.496
(89.840)
69.953
---
(2.402.952)
246.449
---
---
(2.402.952)
246.449
Profit (Loss) from continuing operations
3.194.301
61.806
(15.634.066)
(12.377.959)
24.530.675
--
12.152.716
519.535
(25.514)
(324.890)
(87.437)
(13.985.515)
(79.031)
(1.569.520)
--
22.731.121
(16.399.725)
(15.185.827)
(1.367.025)
24.530.675
----
-----
47.261.796
(16.399.725)
(15.185.827)
(1.367.025)
81.694
(15.634.066)
(10.221.456)
24.530.675
--
14.309.219
Continuing operations
Revenue
Cost of sales(-)
Operating profit (loss)
Income from investing activities
Expense from investing activities
Profit (loss) before financing expenses
Financing income
Financing expense
Profit before tax from continuing operations
As of 31.12.2013, reconciliation of EBITDA to profit before taxation by company is as follows:
EBITDA
36.197.101
Financing expenses, net
(16.295.180)
(13.291.417)
Retirement pay provision
(1.279.588)
Profit (Loss) before taxation
5.330.916
19
NOTE 4 – CASH AND CASH EQUIVALENTS
Cash in hand
Cash in banks
- Demand deposits
- Time deposits
- Credit card slips
- Blocked credit card slips
- Credit card slips
- Blocked deposits related to Turkish Derivatives Exchange
31.12.2013
31.12.2012
2.755.024
351.137
39.205.574
16.557.039
44.657.907
17.380.519
5.342.060
4.900.151
1.300.644
-3.973.922
1.941.065
70.060.492
68.304.550
As of 31 December 2013, the maturity date on time deposit varies between 02.01.2014-27.01.2014 and the interest rate
varies between 3%-8,2%.
NOTE 5 – FINANCIAL LIABILITIES
Short-term
Loans
- EUR
- TL
Financial lease payables
- USD
- EUR
- TL
Current portion of long term borrowings
Loans
- EUR
- TL
Bond issued (TL)
Long-term
Bond issued (TL)
- USD
-EUR
18.253.994
57.535.297
16.032.275
1.760.674
440.012
3.845.689
1.677.624
398.760
1.103.572
--
81.752.616
19.295.281
-2.001.530
50.226.201
6.251.577
-167.311
52.227.731
6.418.888
--
50.000.000
566.565
9.738.199
1.123.817
781.947
3.208.246
--
11.428.581
53.990.193
20
Maturity schedule of Group’s total current and non-current financial liabilities is as follows:
EUR
TL
Total
TL
31.12.2013
Due in one year
One to two years
6.216.242
--
109.763.028
--
128.017.022
--
Total bank borrowings
6.216.242
109.763.028
128.017.022
31.12.2012
Due in one year
One to two years
9.475.636
--
1.927.985
50.000.000
24.211.837
50.000.000
Total bank borrowings
9.475.636
51.927.985
74.211.837
As of 31.12.2013, the principal amount of the loans borrowed by the Group from the Participation Banks is TL 6.519.877
which comprise 4,5% of total bank borrowings (2012: 7,5%).
The Group issued variable interest rate bonds with a nominal value of TL 50.000.000 after the required applicants submitted
to CMB. Interest coupon is payable at 3 monthly intervals and matures on 17.09.2014. The fund was transferred to the
Group’s records on 19.09.2012. The interest rate of the bond is 4,15%. The first coupon payment had been paid on
19.12.2012, second coupon payment had been paid on 20.03.2013, third coupon payment had been paid on 19.06.2013,
fourth coupon payment had been paid on 18.09.2013, fifth coupon payment had been paid on 18.12.2013 and the next
coupon payment will be paid on 19.03.2014.
The Group has given collaterals to various financial institutions listed under note (note 16).
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
Maturity schedule of Group’s total current and non current financial lease payables is as follows:
31.12.2013
31.12.2012
Due in one year
One to five years
Future finance charges on finance leases (-)
7.078.502
12.675.202
(2.361.798)
1.884.665
4.517.741
(909.881)
The present value of finance lease liabilities
17.391.906
5.492.525
5.963.325
11.428.581
1.502.332
3.990.193
17.391.906
5.492.525
Total financial lease payables:
The present value of finance lease liabilities:
Due in one year
One to five years
21
NOTE 6 – TRADE RECEIVABLES AND PAYABLES
Current trade receivables
Trade receivables
- Related parties (note 27)
- Other
Cheques and notes receivables
- Other
31.12.2013
31.12.2012
6.595
14.200.535
5.347
10.852.004
12.398.225
11.849.405
26.605.355
22.706.756
(274.779)
(1.147.835)
(305.154)
(760.120)
25.182.741
21.641.482
01.01.31.12.2013
01.01.31.12.2012
760.120
50.688
337.027
568.230
-191.890
1.147.835
760.120
31.12.2013
31.12.2012
--1.147.835
--760.120
1.147.835
760.120
115.675.112
58.215.186
110.081.248
76.652.448
225.756.360
134.867.634
(2.161.595)
(712.178)
223.594.765
134.155.456
Unearned interest on receivables (-)
- Other
Allowance for doubtful receivables (-)
Movement of doubtful receivables is given below:
Opening balance, 01 January
Additions from acquisition of subsidiary
Charge for the year
Closing balance, 31 December
Aging in the allowance for doubtful receivables is as follows:
0-3 months
3-6 months
6 months and over
Current trade payables
Trade payables
- Third parties
Notes payables
- Third parties
Unearned interest on payables (-)
- Third parties
22
DİPNOT 7 – OTHER RECEIVABLES AND PAYABLES
Other current receivables
VAT receivable
Deposits and guarantees given
Due from personnel
31.12.2013
31.12.2012
6.096
781.147
286.366
-4.413
--
1.073.609
4.413
57.609
50.986
2.228.067
50.478
524
--
2.278.545
524
3.786.985
3.285.274
Other non-current receivables
Deposits and guarantees given
Other current payables
- Related parties (note 27)
Other sundry payables
Other non-current payables
Deposits and guarantees received
23
NOTE 8 – INVENTORIES
Merchandises
Other inventories
Allowance for diminution in value (-)
31.12.2013
31.12.2012
296.208.428
411.452
160.144.733
529.141
296.619.880
160.673.874
(1.208.047)
(430.830)
295.411.833
160.243.044
The movement table of allowance for diminution in value is as follows:
Opening balance, 01.01
Charged for the year
Reversal of unnecessary provision (-)
Ending balance, 31.12
01.01.31.12.2013
01.01.31.12.2012
430.830
2.703.388
-(1.926.171)
173.140
-257.690
--
1.208.047
430.830
NOTE 9 – INVESTMENT PROPERTY
Land
31.12.2013
31.12.2012
1.466.181
1.466.181
Investment property consists of 4 pieces of lands located in Tekirdağ and Yalova held for capital appreciation.
24
NOTE 10 – PROPERTY, PLANT AND EQUIPMENT
Cost
Buildings
Motor vehicles
Other
Accumulated depreciation
Buildings
Motor vehicles
Other
Net book value
Acquisition of
subsidiary
31.12.2013
-(276.494)
--(444.288)
--
-19.936.029
-393.323
30.301.078
--
9.621.215
38.613.436
7.709
567.150
63.254.150
45.509
11.678.544
(720.782)
50.630.430
112.109.169
912.326
9.621.871
7.709
123.784
9.234.776
45.509
192.424
5.640.361
-21.720
3.320.029
--
-(91.670)
--(69.164)
--
-7.652.541
--18.210.029
--
1.104.750
22.823.103
7.709
145.504
30.695.670
45.509
19.945.975
9.174.534
(160.834)
25.862.570
54.822.245
01.01.2013
Addition
9.621.215
18.636.857
7.709
173.827
22.035.860
45.509
-317.044
--11.361.500
--
50.520.977
30.575.002
01.01.2012
Cost
Buildings
Motor vehicles
Other
Buildings
Motor vehicles
Other
Net book value
Disposal
57.286.924
Addition
Disposal
Revaluation
surplus
31.12.2012
8.696.215
23.351.687
7.709
244.009
16.687.612
45.509
-560.472
--5.387.914
--
-(5.275.302)
-(70.182)
(39.666)
--
925.000
------
9.621.215
18.636.857
7.709
173.827
22.035.860
45.509
49.032.741
5.948.386
(5.385.150)
925.000
50.520.977
763.102
11.377.259
7.646
131.307
6.440.335
45.509
149.224
3.519.914
63
34.587
2.823.695
--
-(5.275.302)
-(42.110)
(29.254)
--
-------
912.326
9.621.871
7.709
123.784
9.234.776
45.509
18.765.158
6.527.483
(5.346.666)
--
19.945.975
30.267.583
The Group has given collateral and mortgages to various financial institutions listed under note 15.
30.575.002
25
NOTE 11 – INTANGIBLE ASSETS
01.01.2013
Addition
Acquisition of
subsidiary
31.12.2013
48.317.489
20.806.807
-2.940.610
-6.832.057
48.317.489
30.579.474
(18.961.945)
(6.011.293)
(3.471.844)
(28.445.082)
Cost
Development expense
Rights
Rights
Net book value
50.162.351
01.01.2012
50.451.881
Addition
Disposal
31.12.2012
Cost
Development expense
Rights
48.317.489
20.515.609
-291.198
---
48.317.489
20.806.807
(13.780.636)
(5.181.309)
--
(18.961.945)
Rights
Net book value
55.052.462
50.162.351
NOTE 12 – PREPAID EXPENSES AND OTHER ASSETS
Short-term prepaid expenses
Advances given
Prepaid expenses
31.12.2013
31.12.2012
9.512.451
1.433.889
4.003.999
413.320
10.946.340
4.417.319
--
203.976
10.042.171
494.288
Long-term prepaid expenses
Prepaid expenses
VAT receivables
26
DİPNOT 13 – DEFERRED INCOME
Advances received
31.12.2013
31.12.2012
3.617.684
1.611.226
623.962
107.962
842.761
111.669
--20.475
--
1.686.354
20.475
01.01.31.12.2013
01.01.31.12.2012
20.475
4.997.671
601.570
(3.933.362)
33.310
--(12.835)
1.686.354
20.475
NOTE 14 – OTHER PROVISIONS
Current provision for expenses
Provision for vacation pay liability
Provision for employment termination benefits
Provision for legal cases
Other expense provision
Additions
Repayments and disposals (-)
27
DİPNOT 15 – PROVISIONS, COMMITMENTS AND CONTINGENT LIABILITIES
a. Collaterals, Pledges, Mortgages (“CPM”)
31.12.2013
Foreign
Currency
TL
amount Equivalent
31.12.2012
Foreign
Currency
TL
amount Equivalent
64.288.289
63.932.189
A. On behalf of incorporated body
-USD
-EUR
-TL
13.338.917
2.145.133
29.519.855
B. On behalf of consolidated subsidiaries
-TL
28.469.251
6.299.183
29.519.855
12.775.000
12.775.000
12.775.000
C. CPM's given on behalf of third parties for ordinary
course of business
D. Total amount of other CPM's given
200.000
200.000
200.000
Total
23.750.826
5.824.074
34.357.289
3.900.000
3.900.000
--
i. Total amount of CPM's given on behalf of the majority
shareholder
ii. Total amount of CPM's given to on behalf of other group
companies which are not in scope of B and C
iii. Total amount of CPM's given on behalf of
third parties which are not in scope of C.
-TL
13.323.699
2.476.538
34.357.289
3.900.000
--
200.000
200.000
--
--
200.000
200.000
200.000
200.000
77.263.289
200.000
68.032.189
As of 31.12.2013, the Group’s CPM to equity ratio is 0,2% (31.12.2012: 0,2%).
b. Court cases started by the Group and pending as of 31.12.2013 amounted to TL 1.084.179 (31.12.2012: TL 760.810) and
as of the same date court cases started and pending against the Group amounted to TL 424.787 (31.12.2012: TL 186.448).
c. As of 31.12.2013, The Group has USD 10.000.000 foreign currency time-deposit.
d. As of 31.12.2013 operational rent expenses, based on maturity dates, is as follows:
Less than one year
More than one year and less than four year
More than four year
Total
31.12.2013
31.12.2012
32.325.597
71.514.083
46.057.484
11.348.852
24.054.804
16.971.382
149.897.164
52.375.038
28
NOTE 16 – EMPLOYEE TERMINATION BENEFITS
31.12.2013
31.12.2012
3.026.199
1.414.465
Under Turkish law, the Company is required to pay employment termination benefits to each employee who has completed
one year of service. In addition, under the existing Social Security Law No.506, clause No. 60, amended by the Labour Laws
dated 06.03.1981, No.2422 and 25.08.1999, No.4447, the Company is also required to pay termination benefits to each
employee who has earned the right to retire by receiving termination indemnities.
The provision is made in respect of all eligible employees, at a rate of 30 days gross pay for each year of service. The rate of
pay is that ruling at the respective balance sheet dates, subject to a maximum of TL 3.254,44 per year as of 31.12.2012
(31.12.2012 : TL 3.033,98 per year).
Turkish Accounting Standards No: 19 (“Employee Benefits”) requires actuarial valuation methods to be developed to
estimate the enterprise’s obligation under defined employee plans. Accordingly actuarial assumptions were used in the
calculation of the total liability as these actuarial assumptions apply to each individual company’s defined benefit plan and
legal framework in which those companies operate. The actuarial assumptions used in calculation of total liabilities are
described below:
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the
discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. An expected
inflation rate and appropriate discount rate should both be determined, the net of these being real discount rate. This real
discount rate should be used to discount future retirement payments to their present value at the balance sheet date. Voluntary
employment termination by employee results in the forfeiture of the benefit, this rate should be taken into consideration and
estimated since in this case the retirement pay provision will be left to the Company. As of 31.12.2013 the liability for
employment termination benefits was calculated based on an annual real discount rate of 3,14% (31.12.2012: an annual real
discount rate of 4,76%) using estimated annual inflation rate of 7,40% and discount rate of 10,8%.
The movements in the reserve for employment termination benefits during the year are as follow:
01.01.31.12.2013
01.01.31.12.2012
Interest expense
Service cost
Actuarial gain/loss
Repayments for the year (-)
1.414.465
141.447
1.225.578
784.528
(539.819)
1.337.442
243.459
611.469
(301.518)
(476.387)
3.026.199
1.414.465
29
NOTE 17 – SHARE CAPITAL
a) Paid in capital
(Historical cost conversion)
Shares of par value TL 1 each
Issued share capital
31.12.2013
31.12.2012
120.000.000
120.000.000
Share capital
as of 01.01.2013
SPV Bilişim ve Dış Ticaret A.Ş.
(*)
R.P Explorer (Netherland) B.V. (**)
Ömer Akgiray
Suha Eyisoylu
Muhammet Haluk Sur
Bimeks Bilişim ve Yönetişim A.Ş.(***)
Önder Yüksel
Muhittin Şenel
Erkan Demir
Shares Held by Public (****)
Other shareholders
Share capital
as of 31.12.2013
Amount
Shareholding
25.225.120
21,02%
6.150.000
5,13%
22.224.660
13.570.000
2.860.542
2.789.328
2.339.328
2.760.000
614.036
614.036
614.036
614.036
39.624.878
-120.000.000
Amount
Shareholding
11.651.172
36.876.292
30,73%
(4.000.000)
2.150.000
1,79%
18,52%
-11,31% (13.570.000)
2,38%
-2,32%
-1,95%
-2,30% (1.406.000)
0,51%
-0,51%
-0,51%
-0,51%
-33,03%
5.918.828
-1.406.000
22.224.660
-2.860.542
2.789.328
2.339.328
1.354.000
614.036
614.036
614.036
614.036
45.543.706
1.406.000
18,52%
-2,38%
2,32%
1,95%
1,13%
0,51%
0,51%
0,51%
0,51%
37,97%
1,17%
-- 120.000.000
100%
100%
Transfer
(*)As of 31.12.2013, the Company has number of 2.150.000 its own shares ( 31.12.2012: 6.150.000).
(**)As of 04.03.2013, R.P.Explorer (Netherland) B.V., a shareholder of the Company, sold 13.570.000 number of shares via
stock exchange. At the same date SPV Bilişim ve Dış Ticaret A.Ş. bought 8.500.000 number of these shares sold via stock
exchange. After this date, SPV Bilişim ve Dış Ticaret A.Ş. increased its share in the Company purchasing additional
3.151.172 number of shares from publicly held shares at various dates.
(***)Bimeks Bilişim ve Yönetim A.Ş., a shareholder of the Company, sold its own 1.406.000 number of shares (B group
shares) to its employees on 06.02.2013.
(****) The Company sold 4.000.000 number of its own shares purchased at ISE with a value of TL 1,95 to a Swedish fund.
SPV Bilişim ve Dış Ticaret A.Ş., as shareholders of the Company and Mehmet Murat Akgiray, as a guarantor, pledged a
portion of their own shares (market value of more than 20% of the loan obtained by SPV Bilişim ve Dış Ticaret A.Ş.) in
favour of Balderes S.a.r.l on 28.12.2012. On the other hand, SPV Bilişim ve Dış Ticaret A.Ş. has given call option to Balderes
S.a.r.l for the number of its own 5.000.000 share (1 share = TL 1,90) for 24 months.
30
b) Adjustment to share capital (“inflation adjustment of share capital)
Adjustment to share capital (restated to 31.12.2004 purchasing power of money) is the difference between restated share
capital and historical share capital.
Adjustment to share capital
31.12.2013
31.12.2012
869.231
869.231
17.740.375
17.266.863
c) Share premium
Share Premium
In accordance with Board of Director’s decision dated 06.04.2012, numbered 2012/19, the increase of TL 30.000.000 of TL
60.000.000 was financed through a bonus issue out of the share premium account.
d) Reserve for own shares purchased at ISE
Reserve for own shares purchased at ISE comprises the consideration paid for the purchase of the Company’s own shares
floating at ISE. As of 31.12.2013, the Company purchased 2.150.000 own company shares (31.12.2012: 6.150.000).
Reserve for treasury shares purchased
(3.937.987)
(11.264.475)
e) Revaluation fund
Increases of carrying amounts as a result of revaluations recognised directly in the equity are followed in the headings below.
Revaluation of investment property
Revaluation of property, plant and equipment
3.538.871
3.790.497
3.538.871
3.790.497
7.329.368
7.329.368
The movements in the revaluation funds are presented in the statements of changes in equity.
f) Restricted reserves (“Legal reserves”)
The legal reserves consist of first and second legal reserves set aside out of profits in accordance with the Turkish
Commercial Code. The first legal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve
reaches a maximum of 20% of the Company’s share capital. The second legal reserve is appropriated at the rate of 10% of all
distributions in excess of 5% of the Company’s share capital. The first and second legal reserves are not available for
distribution unless they exceed 50% of the share capital, but may be used to absorb losses in the event that the general reserve
is exhausted.
Legal reserves
58.823
58.823
711.433
(19.851.943)
711.433
(21.760.043)
(19.140.510)
(21.048.610)
g) Retained earnings (loss)
Extraordinary reserves
Previous year's loss
31
NOTE 18 – REVENUE
Domestic sales
- Sale of goods
- Other sales
01.01.31.12.2013
01.01.31.12.2012
736.219.860
9.282.878
503.411.573
12.134.808
Gross sales
745.502.738
515.546.381
Sales discounts (-)
(48.926.693)
(21.014.958)
696.576.045
494.531.423
NOTE 19 –COST OF SALES
Merchandises costs
Services rendered costs
Other
573.395.464
3.040.941
763.585
402.536.317
2.960.708
216.974
577.199.990
405.713.999
DİPNOT 20 – NATURE OF EXPENSES
Nature of expenses consists of cost of sales, research and development, selling, and general and administrative expenses.
Merchandises costs
Advertising expenses
Personnel expenses
Motor vehicle expenses
Repair and maintenance expenses
Freight expenses
Consulting expenses
Rent expenses
Communication expenses
Office expenses
Retirement pay provision
Franchise expenses
Other
573.395.464
9.865.212
28.373.200
655.031
15.185.827
985.774
7.420.169
1.124.486
17.650.980
509.101
8.703.286
1.225.578
10.075.040
9.668.218
402.536.317
6.502.339
20.013.564
479.667
11.708.792
517.891
4.344.815
776.161
12.669.920
338.127
5.097.660
611.469
6.895.796
5.933.308
684.837.366
478.425.826
32
NOTE 21 – OTHER OPERATING INCOME AND EXPENSE
01.01.31.12.2013
01.01.31.12.2012
48.553
840.696
-941.253
283.861
2.890.437
1.302.400
650.224
1.830.502
5.126.922
Foreign exchange loss resulting from trading
Financing expense resulting from trading
Other
6.407.348
613.862
344.097
423.247
447.387
4.934
Other operating expense
7.365.307
875.568
Rent Income
Foreign exchange gains resulting from trading
Store moving income (*)
Other
(*) Store moving income is the consideration given by the management of the shopping mall in which the Company operates
due to the transportation of the store to another location in that shopping mall by the request of the management of the
shopping mall.
NOTE 22 – INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES
Income from sales of property, plant and equipment
Profit on bargain purchases, (*)
Profit on sale of financial investment
102.195
24.530.675
--
7.652
-10.517
24.632.870
18.169
In accordance with Board of Director’s decision dated 04.09.2013 and numbered 2013/39, Bimeks Bilgi İşlem ve Dış
Ticaret A.Ş. acquired 100% shares of Electroworld İç ve Dış Ticaret A.Ş. from DSG European Investment Limited
amounting to TL 7.131.000 (note 3).
(*)
Loss from sales of property, plant and equipment
127.800
--
33
NOTE 23 – FINANCING INCOME
01.01.31.12.2013
01.01.31.12.2012
4.006.202
615.625
5.498.913
2.536.802
4.938.127
822.118
37.062
1.473.073
12.657.542
7.270.380
Foreign exchange losses
Interest expense
Unearned interest on receivables
Unearned interest on credit card
Fair value losses on forward exchange contracts
Other
9.795.166
10.620.145
1.058.876
5.635.022
1.001.214
946.844
5.344.260
8.676.823
1.262.321
6.963.169
1.267.951
948.652
Financing expense
29.057.267
24.463.176
Foreign exchange gain
Interest income
Fair value gains on forward exchange contracts
Unearned interest on payables
Financing Income
NOTE 24– FINANCING EXPENSE
34
NOTE 25 – TAXES ON INCOME
a) Current taxation
In Turkey, the corporation tax rate on the profits for the calendar year 2012 is 20%.
Taxable profits are calculated by modifying accounting income for certain exclusions and allowances for tax purposes from
the profit disclosed in the statutory income. No other taxes are paid unless profits are distributed.
In Turkey no taxes are withheld from undistributed profits, profits added to share capital (bonus shares) and dividends paid to
other resident companies. Other than those, profits distributed in dividend to individuals and non-resident companies are
subject to withholding at the rate of 15%.
In Turkey, the tax legislation does not permit a parent company and its affiliates to file a consolidated tax return. Therefore,
provision for taxation charge, as reflected in the accompanying consolidated financial information, has been calculated on a
separate-entity basis.
The exemption period granted on profits from the sale of investment shares and immovable property by Corporation Tax
Law transitory articles No. 28 and 29 expired on 31 December 2004. However, this exemption was re-enacted by Law No.
5281 on permanent basis in effect from 1 January 2005. Accordingly, 75% of profits from the sale of investments and
immovable held for a minimum of two years will be tax exempt provided the sale proceeds are collected within two years
and 75% of the profit is added to share capital or is kept in a special reserve account for minimum five years.
Tax losses that are reported in the Corporation Tax in Turkey return may be carried forward and deducted from the
corporation tax base for a maximum of five consecutive years.
The Turkish Tax Procedural Law does not include a procedure for formally agreeing tax assessments. Tax returns must be
filed within three and half months of the year-end and may be subject to investigation, together with their underlying
accounting records, by the tax authorities at any stage during the following five years.
The cumulative tax position at end of the period is summarised below:
The taxation liabilities of foreign subsidiaries are calculated in accordance with the regulations of the respective country
where the subsidiary is situated, as follows:
31.12.2013
31.12.2012
2.402.952
(1.513.512)
1.696.497
(1.001.231)
Corporate tax provision, net
889.440
695.266
Deferred tax assets, net
338.788
(64.567)
1.228.228
630.699
Corporate tax provision
Prepaid taxes (-)
35
b) Deferred taxation
The Group recognizes deferred tax assets and liabilities based upon temporary differences between its financial statements as
reported for CMB Financial Reporting Standards (communiqué XI, No: 29) purposes and its statutory tax financial
statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for
CMB Financial Reporting Standards and tax purposes.
The composition of cumulative temporary differences and the related deferred tax assets/liabilities in respect of items for
which deferred tax has been provided at the balance sheet dates using the expected future tax rates were as follows:
Deferred tax asset
Net
31.12.2013
31.12.2012
31.12.2013
31.12.2012
31.12.2013
31.12.2012
791.206
605.240
398.313
282.893
(1.245.233)
--
(1.289.427)
--
(454.027)
605.240
(891.114)
282.893
72.098
62.690
--
--
72.098
62.690
45.169
61.031
(412.792)
(142.436)
(367.623)
(81.405)
433.284
172.818
433.284
139.265
-(123.002)
-(10.180)
433.284
49.816
433.284
129.085
2.119.815
1.377.476
(1.781.027)
(1.442.043)
338.788
(64.567)
(1.781.027)
(1.377.476)
1.781.027
1.377.476
--
--
338.788
--
--
(64.567)
338.788
(64.567)
Deferred tax asset
Temporary differences arising
from restating non-monetary
assets
Provision for doubtful
receivables
Unearned interest on
receivables
Initial public offer
Other
Net-off
Deferred tax liability
The movement of deferred tax account is as follows:
01.01.31.12.2013
01.01.31.12.2012
Opening balance as of 01 January
Deferred tax income
Actuarial gain/loss
Deferred tax effect of economic assets and revaluation surplus
(64.567)
246.449
156.906
--
(303.157)
423.590
-(185.000)
Ending balance as of 31 December
338.788
(64.567)
36
NOTE 26 – EARNING PER SHARE
01.01.31.12.2013
01.01.31.12.2012
Earnings per share:
Profit for the period
Profit (loss) attributable to non controlling interests
12.152.716
(315)
1.909.417
(1.317)
Profit from attributable to equity holders of the parent
12.152.401
1.908.100
Weighted average number of ordinary shares in issue
120.000.000
99.616.438
0,10
0,02
31.12.2013
31.12.2012
-6.595
3.190
2.157
6.595
5.347
Earnings per share – TL, full
DİPNOT 27 – RELATED PARTY DISCLOSURE
a) Trade receivables – current
Due from Shareholders
b) Other liabilities –current
2.228.067
524
2.228.067
524
c) Key management includes directors, the Chairman of Board of Directors, general managers and assistant general
managers. The compensation paid to key management for the year ended 31.12.2013 TL 2.172.000 (31.12.2012: TL
1.804.500).
37
DİPNOT 28 – THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS
Financial asset
Financial instruments and financial risk management
The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk, foreign currency risk and
credit risk. The management reviews and agrees policies for managing each of these risks and they are summarized below.
Interest rate risk
The Group’s interest rate position is as follows:
Fixed interest rate financial instruments
Time deposits
Variable interest rate financial instruments
31.12.2013
31.12.2012
16.557.039
95.182.726
17.380.519
29.537.051
50.226.202
50.167.311
As of balance sheet dates, the Group’s annual effective interest rates are as follows:
2013 (%)
USD
EUR
GBP
TL
Assets
Trade receivables
3,0%
0,1%
---
---
7,9%
9,0%
Liabilities
Trade payables
7,5%
0,2%
6,5%
0,3%
---
11,9%
8,9%
2012 (%)
USD
EUR
GBP
TL
Assets
Trade receivables
-0,2%
---
---
7,1%
6,2%
Liabilities
Trade payables
7,5%
0,2%
8,1%
0,1%
---
10,9%
5,9%
As of 31.12.2013, if the variable interest rates of bank borrowing increased or decreased of +1% and -1% and if all other
variables are held constant the result before tax would have been influenced favourably or unfavourably by TL
104.668(31.12.2012: TL 60.719) for an increase and for a decrease in value of TL.
38
Credit risk
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognized at the balance sheet date.
Credit risk concerns the risk that a loss will be suffered by a party due to the reason that the other party to the transaction is
unable to meet its obligations.
The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group,
and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or
reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy
counterparties.
As of balance sheet dates, the Group’s exposure to credit risk is as summarised below:
Receivables
31.12.2013
Secured portion of maximum credit risk with
collateral
A. Carrying amount of financial assets that are not
overdue and not impaired
B. Carrying amount of assets that are overdue
-Carrying amount secured with collateral
- Overdue (gross carrying amount)
- Impairment (-)
Maximum exposure to credit risk as of 31.12.2013
(A+B)
Trade receivables
Related
Other
Parties
party
Other receivables
Related
Other
Parties
party
Bank
amounts
Other
--
--
--
--
--
--
6.595
-----
25.190.780
--1.147.835
(1.147.835)
------
1.131.218
-----
55.762.613 14.297.879
---------
6.595
25.190.780
--
1.131.218
55.762.613 14.297.879
Receivables
31.12.2012
Secured portion of maximum credit risk with collateral
A. Carrying amount of financial assets that are not
overdue and not impaired
B. Carrying amount of assets that are overdue
-Carrying amount secured with collateral
- Overdue (gross carrying amount)
- Impairment (-)
Maximum exposure to credit risk as of 31.12.2012
(A+B)
Trade receivables
Related
Other
Parties
party
Other receivables
Related
Other
Parties
party
Bank
amounts
Other
--
--
--
--
--
--
5.347
--
21.636.135
--
---
55.399
--
62.038.426
--
6.266.124
--
---
760.120
(760.120)
---
---
---
---
5.347
21.636.135
--
55.399
62.038.426
6.266.124
While measuring the maximum credit risk exposed, guarentess which increase the credibility of the company are not taken
into consideration.
39
a.Credit quality of financial assets which are not overdue and not impaired and receivables which are re-negotiated.
Group 1
Group 2
Group 3
31.12.2013
31.12.2012
6.878.812
19.449.781
--
649.824
21.047.057
--
26.328.593
21.696.881
Group 1 – New customers (customers for a period less than three months).
Group 2 – Existing customers with no defaults in the past (customers for a period of more than three months).
Group 3 – Existing customers with some defaults in the past of which were fully recovered.
b. Geographical concentration of the trade receivables
Turkey
25.197.375
21.641.482
Liquidity risk
Liquidity risk arises from the fact that the Group may not receive financial instruments from its counterparties at the expected
time. This risk is managed by maintaining a balance between continuity of funding and flexibility through the use of
overdrafts, finance leases and other funds.
The breakdown of liabilities according to their contractual maturity is based on the maturity dates from the date of the balance
sheet is given below:
31.12.2013
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Contractual maturities
Bank borrowings
Bond issued
Lease commitments
77.790.821
50.226.201
17.391.906
81.622.678
54.815.417
20.332.041
26.881.619
1.605.139
1.659.451
54.741.059
-53.210.278
-4.570.457 14.102.133
----
Non derivative financial liabilities
145.408.928
156.770.136
30.146.209 112.521.794 14.102.133
--
31.12.2013
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Expected maturities
Trade payables
Other payables
Other liabilities
223.594.765
6.065.530
468.635
225.756.360
6.065.530
468.635
221.647.447
2.278.545
468.635
4.108.913
---
-3.786.985
--
----
230.128.930
232.290.525
224.394.627
4.108.913
3.786.985
--
40
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Derivative cash inflow
Derivative cash outflow
---
(21.343.000)
21.343.000
(21.343.000)
21.343.000
---
---
---
Derivative financial liabilities
--
--
--
--
--
--
31.12.2012
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Contractual maturities
Bank borrowings
Bond issued
Lease commitments
24.044.526
50.167.311
5.492.525
24.741.445
58.979.931
6.556.982
8.163.923 16.577.522
-1.282.847 3.848.542 53.848.542
390.459 1.174.718 4.991.805
----
79.704.362
90.278.358
9.837.229 21.600.782 58.840.347
--
31.12.2012
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Expected maturities
Trade payables
Other payables
Other liabilities
134.155.456
3.285.798
136.499
134.867.634
3.285.798
136.499
132.010.093
524
136.499
2.857.541
---
-3.285.274
--
----
137.577.753
138.289.931
132.147.116
2.857.541
3.285.274
--
31.12.2012
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5
years
Over 5
years
Derivative cash inflow
Derivative cash outflow
---
(19.032.820)
19.032.820
(19.032.820)
19.032.820
---
---
---
Derivative financial liabilities
--
--
--
--
--
--
31.12.2013
Foreign currency risk
The Group is exposed to foreign exchange risk through the impact of rate changes at the translation of USD and EUR
denominated assets and liabilities to Turkish Lira. These risks are monitored and limited by the analysis of foreign currency
position. The Company has entered in forward exchange contracts in Turkish Derivative Exchange (TurkDEX) from the last
quarter of 2011.
41
The Group manages its currency exposure risk by organizing a balanced distribution between its foreign currency assets and
commitments and by matching off the liabilities and receivables and its net currency position.
The net currency position of the Company as of the balance sheet dates are shown below:
31.12.2013
1. Trade receivables
2a. Monetary financial assets
2b. Non-monetary financial assets
3. Other
4. Current assets (1+2+3)
7. Other
8. Non-current assets (5+6+7)
9. Total assets (4+8)
10. Trade payables
11. Financial liabilities
12a. Other monetary liabilities
12b. Other non-monetary liabilities
13. Current liabilities (10+11+12)
14. Trade payables
17. Non-current liabilities (14+15+16)
18. Total liabilities (13+17)
19. Off-balance sheet derivative instruments/
net asset (liability) position (19a-19b)
19a. Hedged total assets
19b. Hedged total liabilities
20. Net foreign currency asset/ (liability)
(position (9-18+19) held for hedging
21. Net foreign currency monetary asset/
(liability) Position
(=1+2a+5+6a-10-11-12a-14-15-16a)
22. Fair value of currency derivatives
held for hedging
23. Export
24. Import
USD
141.945
3.317.447
-455.593
3.914.985
-----3.914.985
21.295.677
206.162
--21.501.839
-265.457
--265.457
21.767.296
EUR
-886.789
-195.322
1.082.111
-----1.082.111
622.628
7.525.859
--8.148.487
-3.316.261
--3.316.261
11.464.748
TL
Equivalent
302.953
9.684.483
-1.545.935
11.533.371
-----11.533.371
47.279.711
22.539.695
--69.819.406
-10.304.764
--10.304.764
80.124.170
10.000.000
10.000.000
--
----
21.343.000
21.343.000
--
(7.852.311)
(10.382.637)
(47.247.799)
(18.307.904)
(10.577.959)
(70.136.734)
----
----
----
42
31.12.2012
3. Other
4. Current assets (1+2+3)
7. Other
8. Non-current assets (5+6+7)
9. Total assets (4+8)
10. Trade payables
13. Current liabilities (10+11+12)
14. Trade payables
17. Non-current liabilities (14+15+16)
18. Total liabilities (13+17)
19. Off-balance sheet derivative instruments/
net asset (liability) position (19a-19b)
19a. Hedged total assets
19b. Hedged total liabilities
20. Net foreign currency asset/ (liability)
(position (9-18+19) held for hedging
21. Net foreign currency monetary asset/
(liability) Position
(=1+2a+5+6a-10-11-12a-14-15-16a)
22. Fair value of currency derivatives
held for hedging
23. Export
24. Import
USD
714.891
5.663.492
--6.378.383
-----6.378.383
22.266.576
223.696
--22.490.272
-438.655
--438.655
22.928.927
EUR
-575.604
--575.604
-----575.604
1.583.854
9.944.901
--11.528.755
-1.364.224
--1.364.224
12.892.979
TL
Equivalent
1.274.365
11.449.389
--12.723.754
-----12.723.754
43.417.148
23.786.184
--67.203.332
-3.990.193
--3.990.193
71.193.525
10.677.000
10.677.000
--
----
19.032.820
19.032.820
--
(5.873.544)
(12.317.375)
(39.436.951)
(16.550.544)
(12.317.375)
(58.469.771)
----
----
----
43
Foreign currency sensitivity analyses are as follows:
31.12.2013
Profit / Loss
Foreign
Foreign
exchange
exchange
appreciation
depreciation
Equity
Foreign
Foreign
exchange
exchange
appreciation
depreciation
+/- 10% fluctuation of USD rate:
USD net asset / liability
Secured portion from USD risk (-)
(3.907.456)
--
3.907.456
--
(3.907.456)
--
3.907.456
--
USD net effect
(3.907.456)
3.907.456
(3.907.456)
3.907.456
+/- 10% fluctuation of EUR rate:
EUR net asset/ liability
Secured portion from EUR risk (-)
(3.106.218)
--
3.106.218
--
(3.106.218)
--
3.106.218
--
EUR net effect
(3.106.218)
3.106.218
(3.106.218)
3.106.218
Total effect
(7.013.674)
7.013.674
(7.013.674)
7.013.674
+/- 10% fluctuation of USD rate:
USD net asset / liability
Secured portion from USD risk (-)
(2.950.300)
--
2.950.300
--
(2.950.300)
--
2.950.300
--
USD net effect
(2.950.300)
2.950.300
(2.950.300)
2.950.300
+/- 10% fluctuation of EUR rate:
EUR net asset/ liability
Secured portion from EUR risk (-)
(2.896.677)
--
2.896.677
--
(2.896.677)
--
2.896.677
--
EUR net effect
(2.896.677)
2.896.677
(2.896.677)
2.896.677
Total effect
(5.846.977)
5.846.977
(5.846.977)
5.846.977
31.12.2012
44
Capital Risk Management
The Company aims at the most productive use of the balance between debt and equity with a view to increasing its
profitability whilst at the same time concentrating on increasing the continuity of its operations.
The risks associated with each source of capital together with the cost of capital are evaluated by the management of the
Company. On basis of its evaluation, the management aims at balancing the capital structure of the Company through
procurement of new debt or repayment of existing debt as well as giving consideration to payment of dividends or raising
fresh capital through issue of new shares.
The Group’s capital to overall or financing ratio developed as follows:
31.12.2013
31.12.2012
Total liabilities (note 5)
Cash and cash equivalents (note 4)
145.408.928
(70.060.492)
79.704.362
(68.304.550)
Net debt
Equity
75.348.436
134.549.289
11.399.812
115.224.195
Total share capital
209.897.725
126.624.007
%36
%9
Ratio net debt/equity
Fair value of financial instruments
Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation, and is best evidenced by a quoted market price.
The estimated fair values of financial instruments have been determined by the Company, using available market information
and appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to estimate the
fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could
realize in a current market exchange.
The following methods and assumptions are used in the estimation of the fair value of the financial instruments for which it is
practicable to estimate fair value:
Financial assets
The fair values of balances denominated in foreign currencies, which are translated at year-end exchange rates, are considered
to approximate carrying value.
Cash and cash equivalents presented in the cash flow statements include cash and bank deposits which have a maturity of 3
months or shorter.
The carrying values of the trade receivables net of provisions for uncollectible receivables are considered to approximate their
fair values.
The carrying value of the financial assets is considered to approximate their fair values.
The fair values of short-term bank loans and other monetary liabilities are considered to approximate their respective carrying
values due to their short-term nature.
Trade payables are considered to approximate their carrying values.
The fair values of long-term bank borrowings which are denominated in foreign currencies and translated at year-end
exchange rates are considered to approximate their carrying values.
45
Fair value hierarchy table
The group classifies the fair value measurement of each class of financial instruments according to the source, using the three
level hierarchy, as follows:
Level 1: Market price valuation techniques for the determined financial instruments traded in markets (unadjusted)
Level 2: Other valuation techniques includes direct or indirect observable inputs
Level 3: Valuation techniques does not contains observable market inputs
Fair value hierarchy table as at December 31, 2013 is as follows:
Financial assets at fair value through financial position
Buildings(note 10)
Research and development costs(dipnot 11)
Level 1
Level 2
Level 3
---
---
8.516.465
32.463.885
Level 1
Level 2
Level 3
---
---
8.708.889
35.685.051
Fair value hierarchy table as at December 31, 2012 is as follows:
Financial assets at fair value through financial position
Buildings(note 10)
Research and development costs(dipnot 11)
46
NOTE 29 – SUPPLEMENTARY CASH FLOW INFORMATION
Adjustments to reconcile net loss before taxation to
net cash provided by operating activities:
Depreciation expense and amortisation charge, note 10,11
Provision for employee termination benefits, note 16
Allowance for doubtful receivables, note 6
Interest received, note 23
Interest expense, note 24
Proceeds from provisions
Profit (loss) on sale of property, plant and equipment, net
Provision for inventories, note 8
Adjustments to the other accounts cause to cash flows provided
from financing activities
Adjustments to the tax expense / income, note 25
01.01.31.12.2013
01.01.31.12.2012
15.185.827
1.367.025
337.027
(615.625)
10.620.145
(3.331.792)
25.605
(1.926.171)
11.708.792
854.928
191.890
(822.118)
8.676.823
(12.835)
(7.652)
257.690
(1.477.926)
2.156.503
(210.752)
1.272.907
22.340.618
21.909.673
1.422
15.184.405
2.175
11.706.617
15.185.827
11.708.792
47.261.796
32.938.840
47.261.796
(16.399.725)
(15.185.827)
(1.367.025)
32.938.840
(17.192.796)
(11.708.792)
(854.928)
14.309.219
3.182.324
Depreciation expense and amortization charged to:
Cost of sales
Operating expenses
As of 31.12.2013 and 31.12.2012 EBITDA of the Company is as follows:
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Reconciliation of EBITDA to profit before taxation is as follows:
EBITDA
Financing expense, net
Depreciation and amortisation
Provision for employee termination benefits
Profit before taxation
NOTE 30 – POST BALANCE SHEET EVENTS
The Group has signed a contract about take-over of assets and work place with Kesa Turkey Ltd. established in UK and
operates with brand name as Darty. The Competition Board authorized that take-over by sending the related document dated
20.02.2014 and numbered 13183850-120-1992.
CONTACT DETAILS OF BIMEKS STORES AT THE END OF THE PERIOD
NO
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STORE
(KDK) Kadıköy
(ICR) İçerenköy
(HRM) Haramidere
(ACB) Acıbadem
(KNY) Konya
(IZM) Çiğli
(MLT) Maltepe
(AKK) Akköprü
(KYS) Kayseri
(BRF) Forum Bornova
(YSL) Yeşilköy Teknoport
(ESK) Espark
(DNZ) Denizli
(TRB) Forum Trabzon
(ETL) Forum Ankara
(AYD) Forum Aydın
(OSG) Zafer Plaza
(MTR) Metrocity Levent
(ANT) Antalya Özdilek
(BFR) Forum İstanbul
(BHC) Bahçelievler Metroport
(PND) Pendik Teknoport
(NVS) Forum Kapadokya
(KMR) Arnelia K.Maraş
(KSA) Kastamonu Barutçuoğlu
(ISK) PrimeMall İskenderun
(AST) Acity
(MNS) Manisa
(GAN) Bedesten
(DYB) Diyarbakır
(SMS) Samsun
(MRF) Forum Marmara
(IZT) İzmit
(BTM) Batman
(ERZ) Erzincan
(MLY) Malatya
(FTH) Fethiye
(CRM) Çorum
(DZC) Düzce
(ADA) Adapazarı
(VAN) Van
(NLF) Bursa Carrefour Teknoport
(BLU) Bolu
(BAF) Bafra
(ELZ) Elazığ
(ANY) PrimeMall Antakya
(AKY) Akçay
(KTH) Kütahya
(SYH) Adana Teknoport
(USK) Uşak
(SVS) Sivas
(UBY) BuYaka Teknoport
(FTS) Fatsa
(CNR) Çankırı
(LAR) Shemall Lara
ADDRESS
Mühürdar Cad. No: 54/1 81300 İstanbul
İçerenköy CarrefourSA AVM B-1 İstanbul
Beylikdüzü CarrefourSA AVM E-30 İstanbul
Tepe Nautilus AVM Fatih Sok. No: 11 Acıbadem İstanbul
Kule Site AVM Feritpaşa Mah. Kule Cad. No: 2 Zemin Kat Konya
Tesco Kipa AVM Yeni Havaalanı Yolu No: 41-42-52 İzmir
Maltepe CarrefourSA AVM 73/30 Tugay Yolu Cevizli Mah. İstanbul
Konya Devlet Yolu ANKAmall AVM B1-14 15 16 16A Akköprü Ankara
Kayseri Park AVM Alparslan Mah. Bitlis Bulv. No: 08C Kayseri
Forum Bornova AVM Kazım Dirik Mah. 372 Sok. 35040 İzmir
Atatürk Havalimanı Karşısı Çoban Çeşme Kavşağı Dünya Ticaret Merkezi A1-A2-A3Blok İstanbul
Eskibağlar Mah. Üniversite Cad. Espark AVM No: 1 B029 Eskişehir
Forum Çamlık AVM İncilipınar Cad. Çamlık Mah. Demokrasi Meydanı Denizli
100. Yıl Parkı Yanı Forum Trabzon AVM No: B 13 Trabzon
Forum Ankara Outlet Ovacık Mah. Yozgat Bulv. Etlik Ankara
Forum Aydın AVM Ilıcabaşı Mah. Müze Bulv. Aydın Denizli Karayolu Tekstilyanı Aydın
Cemal Nadir Cad. Zafer Plaza AVM Osmangazi Bursa
Büyükdere Cad. Metrocity AVM Kat: -4 NO: 408 1. Levent 34330 İstanbul
Fabrikalar Mah. Fikri Erten Cad. Özdilek Park AVM No: 1B13 Antalya
Sağmalcılar Mah. Forum İstanbul AVM No: GF Blok 060 İstanbul
Metroport Alışveriş ve Yaşam Merkezi Kültür Sok. No: 1 34180 İstanbul
Kaynarca Mah. E-5 Yolu Üzeri Tersane Kavşağı No: 9 İstanbul
Yenimahalle Forum Kapadokya AVM GF Blok No: 51 Nevşehir
Selçuklu Mah. Doktor Sait Bulv. No: 70 Arnelia AVM No: 22-23-24 Kahramanmaraş
Aktekke Mah. Barutçuoğlu AVM No: 6 Kastamonu/Merkez
Prime Development AVM Numune Mah. Eyüp Sultan Cad. No: 1 31200 İskenderun
Fatih Sultan Mehmet Bulv. No: 244/F.254 İstanbul yolu Yenimahalle Ankara
1. Anafartalar Mah. Konuk Cad. NO: 20/A-B Manisa
Bedesten AVM İstasyon Cad. Bey Mah. No: 25 Gaziantep
Selahattin Eyyubi Mah. Turgut Özal Bulv. NCity AVM No: 50/84 Diyarbakır/Bağlar
Makro AVM Kıran Mah. 1379 Sok. No: 1 106-107 İlkadım Samsun
Osmaniye Mah. Çobançeşme Koşuyolu Bulv. No: 3 Bakırköy İstanbul
Körfez Mah. Şehit Rafet Karacan Cad. Yürüyüş Yolu Real Otopark Yanı No: 50/1 İzmit Kocaeli
Cumhuriyet Mah. Atatürk Bulv. No: 166/A - Batman
Atatürk Mah. Nerim Tombul Cad. No 19/A Erzincan
Çevreyolu Niyazi Mısri Cami Yanı İstikbal Plaza No: 5 Nalçacılar Malatya
Cumhuriyet Mah. Hükümet Cad. Sivriler İş Hanı No: 3/A Muğla/Fethiye
Yeniyol Mah. Kulaksızlar Sok. No: 13/D Çorum (Kulaksız Camii Yanı) Çorum
Cedidiye Mah. Bolu Cad. No: 48 Düzce
Adapazarı Kültür Merkezi Orhan Cami Karşısı Migros Yanı Kültür Merkezi Sakarya/Adapazarı
Mareşal Fevzi Çakmak Cad. Kültür Sarayı Karşısı Canerler İş Merkezi No: 2 Van
Orhaneli Kavşağı Nilüfer CarrefourSA AVM No: C-109 Nilüfer Bursa
Ankara-İstanbul TEM Otoyolu 227. km Highway Outlet Elmalık Köyü Mevkii Abant Bolu
Kızılırmak Mah. Yaşardoğu Cad. No: 1/C Bafra-Samsun
Muammer Çorbacıoğlu Sok. No: 30-30 A Elazığ
Aksaray Mah. Şükrü Balcı Cad. Prime Mall AVM No: BF01-028 Antakya Hatay
Yasa Outlet A.V.M Otogar Karşısı Akçay Girişi Akçay Edremit Balıkesir
Servi Mah. Mithatpaşa Cad. No: 1/12 Hilton Oteli Altı Kütahya
Yeni Mahalle 87071 Sok. M1 AVM Seyhan Adana
İslice Mah. Polis Sok. No: 16 Uşak
Rıfat Paşa Mah. İnönü Bulv. İstasyon Cad. No: 43/A Sivas
Balkan Cad. Buyaka AVM No: 16/B Tepeüstü Ümraniye İstanbul
Dumlupınar Mah. Sahil Cad. No: 233 Fatsa Ordu
Buğday Pazarı Mah. Çarşamba Pazarı Cad. Yunus AVM 1.Bodrum Kat No: 22 Çankırı
Fener Mah. Tekelioğlu Cad. She Mall AVM 1.kat Muratpaşa Antalya
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(ALN) Alanya
(AKH) Akhisar
(SKE) Söke
(AKS) Aksaray
(EGK) Konya Ereğli
(BOD) Bodrum
(SRK) Şarköy
(MGL) Muğla Merkez
(CEK) Çekmeköy
(EDR) Edirne
(CNK) Çanakkale
(DRN) Derince
(ORU) Ordu
(BSK) Başakşehir
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(TVS) Tavşanlı
(DDM) Didim
(MNV) Manavgat
(CAN) Canik
(SRT) Siirt
(KSD) Kuşadası
(HYR) Hayrullah
(TRG) Turgutlu
(MRS) Mersin
(MSM) Muş
(ATA) Ataşehir Novada
(BON) Bornova
(SHK) Şehit Kamil
83
(KKY) Karakoyunlu
84
85
86
87
(BAY) Bakırköy Capacity
(BSC) Bostancı
(CNA) Çankaya 365 Ankara
(EMK) Bursa
88
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90
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92
93
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(EST) Esenyurt Torium
(GOP) Gaziosmanpaşa
(KPZ) Kepez Antalya
(KTL) Kartal
(KUR) Viaport
(MMK) Anatolium Ankara
(SLC) Selçuklu Konya
(SUM) Sümer Denizli
96
(UMK) Gordion Ankara
97
98
99
100
101
102
103
104
(YML) Ankamall
(SLH) Salihli
(URF) Şanlıurfa
(AYM) Adıyaman
(EHR) Elazığ Huzur
(KCY) Bolu Karaçayır
(YLV) Yalova
(EZM) Erzurum
105 (FTA) Fethiye
106 (KBK) Karabük
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Oba Kasabası Göl Mah. Çevreyolu Cad. 4/A No: 2 Antalya
Paşa Mah. 28.Sok. No: 10/A Akhisar Manisa
Novada Outlet AVM Atatürk Mah. Aydın Yolu Aydın/Söke
Taşpazarı Mah. Ebufeyz Elçibey Cad. Kültürpark Site AVM 1.kat No: 14 Aksaray
Sümer Mah. Rasim Erel Cad. Ereğli Park Site AVM Zemin Kat No: 1 Ereğli Konya
Cumhuriyet Cad. Kemer Mevkii Midtown AVM Ek1 No: B-003 Bodrum Muğla
Cumhuriyet Mah. Atatürk Cad. No: 35 Şarköy Tekirdağ
Muslihittin Mah. Recai Güreli Cad. No: 46 (Muğla PTT karşısı) Muğla/Merkez
Sultançiftliği Mah. Turgut Özal Bulv. No: 127 Kardiyum AVM Taşdelen Çekmeköy İstanbul
İstasyon Mah. Talatpaşa Cad. Edirne Kipa AVM 1. Kat No: N8B Edirne
İsmet Paşa Mah. Asaf Paşa Cad. No: 50/A Çanakkale
Deniz Mah. Ergenekon Cad. Kipa AVM No: 9 Derince Kocaeli
Yeni mahalle İsmet Paşa Cad. No: 29/A Ordu Kayabaşı Mah. Kentmeydanı G7 Cad. No: 9 Kayaşehir AVM 42 Nolu Mağaza 3 üncü Bölge İstanbul/
Başakşehir
Sultan AVM Tavşanlı Çevreyolu Otogar Karşısı No: 41 Kütahya/Tavşanlı
Efeler Mah. Atatürk Bul. No: 91/B Aydın/Didim
Manavgat City AVM A.Hisar Mah. Antalya Cad. No: 33 Antalya/Manavgat
Samsun Piazza AVM Yeni Mahalle Çarşamba Cad. Samsun/Canik
Yeni Mahalle Cengiz Topel Cad. NO: 69 Siirt/Merkez
Camikebir Mah. İsmet İnönü Bul. No: 58/A Aydın/Kuşadası
Piazza AVM Şazibey Mah. Batı Çevreyolu Üzeri Eski Otogar Kahramanmaraş/Merkez
Pekdemir Turgutlu AVM Ergenekon Mah. Barbaros Hayrettin Paşa Cad. No: 8 Manisa/Turgutlu
Akkent Mah. H. Okan Merzeci Bulv. No: 759 Tesco Kipa AVM Giriş Kat Mersin/Yenişehir
İstasyon Cad. Bahçelievler Durağı Muş Kule Mervan İş Merkezi Zemin kat Muş/Merkez
Küçükbakkalköy Mah. Şht. Şakir Elkovan Cad. No: 20 İstanbul/Ataşehir
Kazım Dirik Mah. Ankara Asfaltı No: 62/A İzmir/Bornova
Primemall AVM Osmangazi Mah. Prof.Dr. Necmettin Erbakan Cad. 33.Sok. No: 77 Gaziantep/
Şehitkamil
Karakoyunlu Mah. 11 Nisan Fuar Cad. No: 42 Hilton Hoteli Yanı Piazza AVM Dükkan No: ZK-038
Şanlıurfa/Merkez
Capacity AVM Zeytinlik Mah. Fişekhane Cad. No: 62 İstanbul/Bakırköy
Değirmenyolu Cad. No: 24 (Bostancı Prenses Otel Altı) İstanbul/Ataşehir
365 AVM Yıldızevler Mah. 428 Cadde No: 41 Ankara/Çankaya
Adnan Menderes Mah. Mudanya Yolu 9.Km Korupark AVM Z097A Bağımsız Bölüm No: 150 Bursa/
Osmangazi
Torium AVM Saadetdere Mah. 137. Sok. (Haramidere Sanayi Sitesi Karşısı) İstanbul/Esenyurt
Merkez Mah.Cumhuriyet Meydanı No: 20 Gaziosmanpaşa/İstanbul
Erasta AVM Ahatlı Mah. Dumlupınar Bulv. No: 25 Antalya/Kepez
Petrol İş Mah. Üsküdar Cad. (Minibus Yolu Üzeri) No: 29 Toprakyol İstanbul/Kartal
Viaport AVM Yenişehir Mah. Dedepaşa Cad. No: 2 Kurtköy/Pendik - İstanbul İstanbul/Pendik
Anatolium AVM Akşemseddin Mah. Doğukent Cad. 215/B-1 1.Kat No: 42 Ankara/Mamak
M1 Merkez AVM Merkez Yazır Mah. Doç Dr. Halil Ürün Cad. No: 38 Konya/Selçuklu
Sümer Mah. Çal Cad. No: 1/Sümer Park AVM D158-D114 Mahal 90114 Bağımsız Bölüm Denizli/
Merkez
Koru Mah. Ankaralılar Cad. No: 2 Gordion AVM Bağımsız Bölüm No: B1 - L011/A-B Ümitköy
Ankara/Yenimahalle
Fatih Sultan Mehmet Bulv. No: 244/F.254 İstanbul yolu Ankara/Yenimahalle
Kipa AVM Şehitler Mah. Park Cad. No: 63 Manisa/Salihli
Recep Tayyip Erdoğan Bulv. Bamya Suyu Mah. Abide Park AVM Kat 2 Şanlıurfa/Merkez
Eski Saray Mah. Atatürk Bulv. No: 178A Adıyaman/Merkez
Nailbey Mah. Vali Fahri Cad. No: 1 Elazığ/Merkez
Karaçayır Mah. Eflatun Sok. No: 13A/28 Bolu/Merkez
Rüstempaşa Mah. Huzur Sok. No: 31 Yalova/Merkez
Tema Yenişehir AVM Hacı Salih Efendi Mah. Şair Nafi Cad. No: 63 Palandöken Erzurum/
Palandöken
Atatürk Cad. No: 92 Fethiye - Muğla Muğla/Fethiye
Kares AVM Zemin Kat No: 104 Karabük Karabük/Merkez
Produced by Tayburn
Tel: (90 212) 227 04 36
www.tayburnkurumsal.com
3
Headquarters
Sütçüyolu Cad. No: 62, 34746 Yenisahra Ataşehir, İstanbul-TURKEY
Tel: (+90 216) 542 62 62 Fax: (+90 216) 542 62 63

ANNUAL REPORT

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