ANNUAL REPORT

Transcription

ANNUAL REPORT

2012
ANNUAL REPORT
Annual report for the year ending 31 December 2012
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
Contents
CORPORATE PROFILE .......................................................................................................................................................... 1
BİMEKS’S PARTNERSHIP AND CAPITAL STRUCTURE .......................................................................................................... 3
BİMEKS’S MISSION .............................................................................................................................................................. 3
BİMEKS’S STRATEGY ........................................................................................................................................................... 4
BİMEKS’S STRENGTHS ......................................................................................................................................................... 4
BİMEKS’S CUSTOMER FOCUS .............................................................................................................................................. 6
THE BİMEKS RETAILING CONCEPT ...................................................................................................................................... 7
BİMEKS SERVICE POINTS ..................................................................................................................................................... 9
BİMEKS: PAST AND PRESENT ............................................................................................................................................ 10
CHAIRMAN’S MESSAGE .................................................................................................................................................... 11
THE WORLD AND TURKEY IN 2012 ................................................................................................................................... 14
THE CONSUMER ELECTRONICS RETAILING SECTOR ......................................................................................................... 16
ASSESSMENT OF ACTIVITIES IN 2012 ................................................................................................................................ 19
STRATEGIES AND PERFORMANCE ................................................................................................................................ 19
R&D AND INVESTMENTS .............................................................................................................................................. 25
FUTURE EXPECTATIONS AND GOALS............................................................................................................................ 27
HUMAN RESOURCES AT BİMEKS ...................................................................................................................................... 32
FULFILLING SOCIAL RESPONSIBILITIES AND INCREASING INFORMATION TECHNOLOGY AWARENESS ........................... 32
CORPORATE GOVERNANCE .............................................................................................................................................. 33
BOARD OF DIRECTORS.................................................................................................................................................. 33
EXECUTIVE BOARD ....................................................................................................................................................... 34
ORGANIZATIONAL STRUCTURE AT BİMEKS .................................................................................................................. 36
RISK MANAGEMENT AT BİMEKS .................................................................................................................................. 38
SUMMARY MANAGEMENT REPORT PRESENTED TO THE GENERAL ASSEMBLY .......................................................... 40
REPORT ON COMPLIANCE WITH PRINCIPLES OF CORPORATE GOVERNANCE ............................................................. 41
INTERNAL AUDIT AT BİMEKS ........................................................................................................................................ 64
FINANCIAL ANALYSIS AND EVALUATION BY BİMEKS MANAGEMENT .......................................................................... 65
CAPITAL MANAGEMENT AT BİMEKS ............................................................................................................................ 67
INFORMATION ON SHARE BUY-BACK PROGRAM BY BİMEKS IN THE REPORTING PERIOD .......................................... 67
MAJOR SHAREHOLDER AND FINAL CONTROLLING PARTY ........................................................................................... 68
SUMMARY AUDIT REPORT ........................................................................................................................................... 69
DIVIDEND DISTRIBUTION PROPOSAL ........................................................................................................................... 70
Audited Financial Statements as of 31 December 2012 ................................................................................................... 71
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:
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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 12 April 2012, Bimeks’s BBB (Trk) long-term local-currency credit rating
assigned by JCR Eurasia Rating was raised a notch to BBB+ (Trk).
At 31 December 2012, Bimeks had 527 people on its payroll. With the inclusion of the employees of its franchising
business partners, the company was providing employment directly to some 700 people as of the same date. The
Bimeks chain consists of 69 stores (of which 32 are franchisees) located in 42 of Turkey’s cities. All these stores serve
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customers with a rich array of products spread out across a combined sales space totaling 39,8993 m . Bimeks’s other
product and service delivery channel is its online store which, located at www.bimeks.com.tr, generated 7% of the
company’s retail sales last year.
As of 31 December 2012, Bimeks’s capital amounted to TL 120,000,000, all of which was fully paid-in. The company’s
shares are traded on the İstanbul Stock Exchange (ISE) National Market under the BMEKS symbol. According to its
independently-audited financial statements dated 31 December 2012, Bimeks’s total assets were worth TL 339 million
(USD 188 million).
Bimeks 2012 Annual Report
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KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS
Bimeks continued to boost its sales in 2012. In the three years to end-2012 the company’s sales as measured on a
Turkish lira-basis grew by an annualized compound rate of 38%, a performance that is 14 points higher than that of
the Turkish consumer electronics sector as a whole. Bimeks booked an EBITDA of TL 30.8 million and an EBITDA
margin of around 6.2% in 2012.
PRINCIPAL FINANCIAL INDICATORS (Values in TL million unless otherwise
indicated)
2012
2011
494,531
396,134
Total Assets
338,941
252,736
Shareholders’ Equity
115,224
93,538
2,211
3,970
0.02
0.07
156%
109%
Cash Ratio
42%
10%
Acid Test Ratio
58%
31%
0.70%
1.01%
3.0%
4.3%
Total liabilities / Shareholders’ equity
194
170
Short-term liabilities / Shareholders’ equity
142
162
Long-term liabilities / Shareholders’ equity
52
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Shareholders’ equity / Total liabilities
34
37
Total Net Sales
Net Income
Earnings per Share (Consolidated / TL 1 par Value per Share)
LIQUIDITY RATIOS
Current Ratio
PROFITABILITY RATIOS %
Pre-tax profit / net sales
Pre-tax profit / Shareholders’ equity
FINANCIAL STRUCTURE RATIOS %
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BİMEKS’S PARTNERSHIP AND CAPITAL STRUCTURE (31 DECEMBER 2012)
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.
The company’s partnership structure as of the balance sheet date is shown below.
Shareholder
Number of shares
% stake
SPV Bilişim ve Dış Tic. A.Ş.
25,225,120
21.0
Mehmet Murat Akgiray
22,224,660
18.5
RP Explorer Netherlands BV
13,570,000
11.3
Bimeks Bilgi İşlem ve Dış Tic. A.Ş.
6,150,000
5.1
Ömer Akgiray
2,860,542
2.4
Süha Eyisoylu
2,789,328
2.3
Bimeks Bilişim ve Yönetim A.Ş.
2,760,000
2.3
Muhammet Haluk Sur
2,339,328
1.9
Erkan Demir
614,036
0.5
Muhittin Şenel
614,036
0.5
Önder Yüksel
614,036
0.5
Muhammet Arif Bayraktar
614,036
0.5
Free float
39,624,880
33.0
TOTAL
120,000,000
100.0
Subsidiary: SERBİM
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.
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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 22 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.
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Bimeks will continue to open its new “Teknoport” format stores (stores with 1,000 m 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.
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-2012 32 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 three main delivery channels.
Bimeks’s goal is to open at least four large-format (Teknoport)
Teknoports:
stores in metropolitan areas every year.
E-store platform:
Pursuing nationwide
growth through
franchising business
partners:
The ongoing development of Bimeks’s online sales capabilities is a
matter of great importance.
Bimeks seeks to pursue growth outside metropolitan areas
primarily through the implementation of its franchising model.
Bimeks’s 2015 goals
In 2015 Bimeks intends to provide service in 154 stores having a total sales area of 75,000 m² in 81 cities and to
increase its existing market share.
Bimeks intends to achieve its goal of ranking among the top two players in its sector by 2015.
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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 estores. 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 15 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.
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.
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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.
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THE BİMEKS RETAILING CONCEPT
Bimeks’s retailing concept is rooted in two types of store format–“Normal” and “Mega”–and in its Franchising
Business Partner program. The company regards its e-store platform as an inseparable extension of its core retailing
concept and as a complementary element of its multichannel approach.
At end-January 2013, Bimeks was serving customers through 71 stores.
Normal stores
Bimeks’s “Normal” class stores are medium-sized retail outlets with sales area ranging from 150 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, Bursa, and Gaziantep. 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 stock-maintenance 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
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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 2012, 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.
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BİMEKS SERVICE POINTS
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At end-2012, the Bimeks extensive chain of service points consisted of 69 stores of which 13 were located in İstanbul;
three each in Ankara, Antalya, and Muğla; two each in Aydın, Bursa, Hatay, İzmir, Kocaeli, Konya, Manisa, Ordu, and
Samsun; and one each in Adana, Aksaray, Balıkesir, Batman, Bolu, Çanakkale, Çankırı, Çorum, Denizli, Diyarbakır,
Düzce, Elazığ, Erzincan, Eskişehir, Gaziantep, Kahramanmaraş, Kastamonu, Kayseri, Kütahya, Malatya, Nevşehir,
Sakarya, Sivas, Şanlıurfa, Tekirdağ, Trabzon, Uşak, Van, and Edirne.
Mega stores:
Bimeks has nine mega-format (Teknoport) stores: Yeşilköy Teknoport (İstanbul/Avrupa), Metrocity Teknoport
(İstanbul/Avrupa), Forum Marmara Teknoport (İstanbul/Avrupa), Neomarin Teknoport (İstanbul/Anadolu), Buyaka
Teknoport (İstanbul/Anadolu), Acity Teknoport (Ankara), Bedesten Teknoport (Gaziantep), Nilüfer Teknoport (Bursa),
and Seyhan Teknoport (Adana).
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.
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Because they must have at least 1,000 m 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.
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A complete list of Bimeks stores, locations, and contact information is proved inside the back cover of this report.
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BİMEKS: PAST AND PRESENT
The early years and initial ventures
Founded in 1990 by the Akgiray family, Bimeks was active in the importation and sales of software in Turkey during its
earliest years.
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, London-based 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 fourteen franchise stores were opened in 2012 in
the provinces of Uşak, Sivas, Ordu, Antalya, Manisa, Aydın, Aksaray, Tekirdağ, Muğla, İstanbul, Edirne, Çanakkale, and
Kocaeli. With these additions, the total number of stores in Bimeks’s national chain reached 69 of which 32, nearly a
third, 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.
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CHAIRMAN’S MESSAGE
Esteemed shareholders,
Welcome to Bimeks annual general meeting for 2012.
Before presenting our 2012 financial statements for your consideration, I want to take this opportunity first to review
our company’s progress last year and then to share with you my thoughts on changes taking place around the world
and about the future of our business.
2012 was a year in which Bimeks continued to develop soundly in terms of productivity, growth, and market share.
Our business model is rooted in the principle of operational productivity. That model continues to be the engine
driving the sustainable growth which we have been experiencing during the last four years.
Supported by our robust financial structure and high level of operational productivity, we posted yet another year of
successful results in 2012. Our net sales reached TL 496 million. When translated, that means that the average value of
our net sales per square meter of floor space amounts to TL 13,400 and that the average value of our net sales per
employee works out to TL 720,000.
These results also mean that we increased our total turnover by 16% and 25% as measured on a USD and TL basis
respectively. Both of these growth rates are above both the technology retailing and the general retailing sectoral
averages. Our company continues to expand its market share among technology retailers and brought it to the 8.6%
level in 2012.
When we examine the growth that we registered in 2010-2012, its sustainability becomes immediately obvious.
During this three-year period, our company’s sales volume expanded by an annualized compound rate of 38% while
the same rates among consumer electronics retailers and technology retailers were 24% and 37% respectively.
In 2012 our company booked a gross sales profit of TL 89 million and a gross profit margin of 18%. Due to the intense
competition in our sector and to a number of tactical moves that we made, the gross margin fell 4% behind last year’s
ratio. In a year in which economic growth at the national level lost momentum, Bimeks booked an EBITDA of TL 30.8
million and an EBITDA margin of around 6.2%.
The number of our stores increased by 23% in 2012 with the result that we ranked in second place nationally on this
measure at year-end. We began serving customers at thirteen new locations. These additions brought the total
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number to 69 by year-end while our total sales area increased by 15% and reached 40,000 m . In 2012 the total value
of our store investments approached TL 6 million.
In line with our commitment to ensuring that the customer has the benefit of a consistently positive and enjoyable
shopping experience, we shall be opening still more service points and expanding our nationwide market penetration
in 2012.
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Our goal over the next three years is to extend the roster of provinces in which consumers have immediate access to
our branded stores from the existing 42 to the full complement of 81 and in this process to bring our total sales space
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to the 75,000 m level. The well-established and tested values of our brand, our robust financial structure, and our
superior human resources will make it easy for us to achieve these objectives and to sustain Bimeks’s advance towards
becoming one of the leading players in its sector.
Our franchising business partners will power our nationwide growth in Turkey.
It gives me pleasure to point out here that the franchising program which we launched in 2010 continues to have an
important leveraging effect on our growth. Conceived, designed, and implemented to be a win/win proposition, this
program has made it possible for us to enter into 32 new business partnerships in just the last two years. Thanks to
the strong commitment with which our business partners identify with it, our unique franchising model is thriving and
is one of the most important components of our organic growth strategy.
Our intention is to make effective use of our franchising program as a way of extending our presence into other cities
around the country. In line with this, we expect to be opening 20-25 new stores every year so as to bring the total
number of our franchising business partners to at least 100 by the end of 2015.
Our e-store continues to author new successes.
We conceived and launched our e-store in line with our multichannel growth strategy. It performed very successfully
last year and topped the league table among similar applications in the sector as measured by relative contribution to
total sales. Online sales accounted for 6.7% of our total sales in 2012. In absolute terms they were TL 6 million higher
than they were the previous year and reached TL 33 million in value.
The fully-integrated nature of our web-based sales is supported by the high level of national penetration that we enjoy
and by the strength of our logistical infrastructure. The ability to shop on line making use of real-time product and
stock availability information is just one of the reasons why more and more customers prefer Bimeks. More than half
of those who called at www.bimeks.com.tr in 2012 were first-time visitors. As an indication of the degree of
recognition that we have achieved in online retailing in such a short time is a remarkable achievement indeed.
Online sales will remain one of the engines of our future growth in the period ahead. In line with this expectation, we
have successfully carried out a wide range of software and IT system investments that will facilitate the web-based
integration of our needs as a company such as investor and shareholder relations, customer relationship
management, and enterprise resource planning to mention but three.
We also plan to further develop our online store by adding new features that will make it an even more effective
contributor to the realization of our productivity-focused growth strategy. This is consistent with our commitment to
ensuring that our customers experience the same Bimeks difference that they enjoy in our stores when they’re
shopping online.
Esteemed shareholders,
In this second part of my message I want to share with you some of my views about the business world and about our
company’s future.
Competing and becoming a leader in a rapidly-changing World
Over the last three decades, the process of globalization has reached a level that few if any could have truly foreseen.
Today we have a world economy that is open to every actor everywhere. What this means however is that the
business world is confronted by and must cope with a constantly unfolding process of change. The truly revolutionary
nature of progress in information technologies and the internet economy which they have spawned have forced
companies to undergo radical and rapid transformations no matter what the cost. Change has become essential to
one’s market existence and survival. Constant advances in IT have cause companies to greatly simply their
organizational structures while the internet has redefined how we do business, how we approach marketing–in short–
everything that makes us what we are.
As we approach the middle of the second decade of the 21st century, we see that mobility and social media have
gained importance and that algorithmic commerce based on sound market and customer data has begun to set new
rules defining how we must do business and compete. We are advancing quickly towards a market structure in which
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prices will be determined algorithmically and supply will be developed through an approach that is proactively
compatible with demand. We note with particular interest the many undertakings in this direction which the global
giants of e-retailing are presently involving themselves in.
We stand at a critical point today where every decision and action will be shaping the future. Even as the global
economy and the business world undergoing the changes that I have just briefly touched upon, we are also searching
for ways out of the global financial crisis whose effects we still see all around us. In the midst of this vast landscape,
our own country advances resolutely with the ease and confidence of someone who completed their homework on
time: Turkey’s strong and sustainable growth potential now distinguishes it at the global level.
We believe that all economic actors–ourselves included–are charged with a number of serious responsibilities that will
be shaping the future. We have no choice but to ensure economic sustainability by transforming globalization and
change into processes capable of benefiting everyone.
Our company clearly defined the goals that it wants to achieve in the midst of these changes and laid out the roadmap
that it would be following. It set out on that course some time ago and continues to perform soundly as it moves
resolutely towards leadership of its sector. We know that the key to success in this new order is a business model that
addresses its needs effectively and productively. We continue to focus our attentions and efforts in this direction.
I am completely confident that, with the support of you, our valued stakeholders, we will easily achieve our 2015
goals.
So long as it can depend upon your strong and committed support, such as was demonstrated when we increased our
equity resources in 2012, Bimeks’s progress will continue to be nourished by healthy, sustainable growth and the
company will create even more value for all concerned.
Bringing this message now to a close, I take this opportunity to respectfully thank you all on my own behalf as well as
that of the Board of Directors as I now present Bimeks’s annual report and independently audited financial statements
for 2012.
Murat Akgiray
Chairman of the Board of Directors
13
THE WORLD AND TURKEY IN 2012
The world economy lost still more momentum in 2012.
While the USA was preoccupied with presidential and congressional elections and with debates about weak growth
and a looming “fiscal cliff” in 2012, the euro-zone’s leading economies found themselves having to contend
simultaneously with massive public debts and with wobbly banking systems. This was the context in which some of the
world’s developing economies, Turkey being one of them, focused their attentions on managing their own “soft
landings”.
Last year developing countries’ central banks adhered to existing loose-money policies aimed at supporting economic
activity and in some cases they even expanded them. The monetary authorities of developing countries, the Turkish
central bank (TCMB) being one of them, relaxed their own money supplies as global economic conditions seemed to
make necessary.
For the foreseeable future, it seems likely that the monetary policies of developed countries’ central banks will remain
the prime determinants of the course of global economic activity. Another medium-term expectation is that the
historically low interest rates that currently prevail will remain relatively unchanged.
In the European Union, which is Turkey’s natural hinterland and still its biggest trading partner, the creation of a new
roadmap showing the way towards a unified banking system is having a positive impact on expectations about the
future. The European Stability Mechanism, which should gain effectiveness in the years ahead, is likely also to bring
about some improvements in financing terms in the EU.
In the wake of the global financial crisis, the global economy is still trying to regain its balance.
Developing countries’ economies still suffer from serious problems however. This exerts pressure on global financial
markets and frequently leads to volatilities.
It is thought that measures so far taken by developing countries’ policymakers will lead to at least modest
improvements in economic activity in 2013. Developing economies by contrast are likely to perform rather more
strongly than they did in 2012 thanks to their relatively better recovery on the foreign trade and financing fronts.
According to the most recent IMF reports, the world economy grew by about 3.2% in 2012 and it appears that this
growth rate will pick up a bit of speed and reach the 3.3% level in 2013.
The Turkish economy continued to distinguish itself in 2012.
Growth rates in the Turkish economy began to slow down in 2012. The loss in momentum appears to be attributable
primarily to weak domestic demand and to contractions in private-sector investment. In the first three quarters of
2012, growth rates of 3.3%, 2.9%, and 1.6% respectively were recorded. The foreign trade deficit shrank but this
appears to have been due to fewer imports. Such growth as there was stemmed primarily from exports and from
public-sector outlays. In the third quarter of the year, manufacturing grew by 1.3%, services by 2.2%, and agriculture
by 2.9%.
Early indicators suggest that consumer demand underwent a mild recovery in the last quarter of the year. Leading
indicator indexes, figures published by the Turkish Exporters Assembly, and three-month domestic and foreign market
order projections made in September all show signs of some slight improvement. The government’s Medium-Term
Program, announced in October, foresees an overall 3.2% rate of growth in 2012. The program bases this projection
on an expected moderate upturn in domestic demand counteracting the impact of weaker net goods and services
exports in the last quarter.
Low rates of growth witnessed in the Turkish economy had an impact on the current account deficit as well.
The nine-month rise in exports and decline in imports continued into the fourth quarter with the result that the
foreign trade deficit, which stood at USD 105.9 billion at end-2011, was down to USD 83.9 billion twelve months later.
In 2011, Turkey’s exports corresponded to 56% of its imports by value; in 2012, this ratio rose to 64.5%. The biggest
contributors to this improvement in the foreign trade balance were (1) export growth nourished by new markets,
especially in African countries, that Turkish exporters responding to weak demand in Europe ventured into and (2)
persistent contractions in imports.
14
The improvement in the foreign trade balance naturally showed up in the current account deficit as well. The deficit,
which stood at USD 77 billion at end-2011, was down to USD 48.9 billion 12 months later. Similarly the ratio of the
current account deficit to GDP, which was 10% in 2011, is now thought to have fallen to the 6.0%-6.3% level in 2012.
Consumer prices in December 2012 were 6% higher than what they were in December 2011. On a twelve-month
average basis, the increase was a somewhat higher 8.89%. Looking at producer prices, we see that the December-onDecember rise was 2.45% while the twelve-month average was 6.09%. The two biggest contributors to lower
consumer price inflation appear to have been (1) a gradual decline in 12-month price rises in basic goods and (2)
relatively favorable movements in unprocessed food prices. While moderate growth in global non-agricultural
commodity prices, stable exchange rates, weaker economic activity, and restrained increases in service prices all
helped keep inflation low, their beneficial effects were lessened by public-sector price (especially energy price)
“adjustments” as well as by changes in tax rates that tended to push inflation up.
With the benefits of inflation management and stabilization becoming more apparent, after midyear 2012, TCMB
began supporting the process through a series of monetary policy measures by means of which it gradually increased
its supply of market liquidity and pushed down average funding costs. However while lowering its policy rate and
cutting the upper band of the interest rate corridor, the bank also raised banks’ reserve requirements. The Monetary
Policy Committee justified this seemingly contradictory action by saying that flexibility at both ends of monetary policy
was a good idea in the face of persistent uncertainties about the future course of the global economy.
However overdue it may have been, last year’s raising of Turkey’s country rating to the investment-grade level was
persuasive confirmation of the potent success of the Turkish economy. In November, Fitch Ratings boosted Turkey’s
long term credit rating from BB+ to BBB- (Stable), thus returning the country to the investment-grade category for the
first time in decades. Among the justifications that Fitch cited for this rise were reduced short-term macro-financial
risks related to the Turkish economy, a reduction in the public sector borrowing requirement, a strong banking
industry characterized by significant medium-term growth prospects, and a well-diversified national economy.
15
THE CONSUMER ELECTRONICS RETAILING SECTOR
The consumer electronics retailing sector continued to grow in 2012. The global market for consumer electronics is
2
thought to have been worth close to USD 14 billion last year.
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 public-sector procurements) is estimated to have
been worth about USD 14 billion in 2012.
According to findings published by GfK Turkey, a market research institute, the market grew by an average 3% a year
between 2007 and 2012. Between 2013 and 2015 by contrast it is expected to grow by 19% a year and should be
worth about USD 23.5 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 13% share of the Turkish consumer electronics market in 2012. 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 2.1 million units sold. According to
projections, PC sales are expected to grow by 17.9% a year on average and to reach 3.3 million units sold in 2015.
Another vigorously growing segment is mobile phones, nearly 12 million of which were sold in 2012. Such sales are
expected to continue growing by 16.7% a year in 2013-2015.
Looking at product/household penetration rates however, Turkey ranks low compared with EU-27 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.
2
Figures published by GfK Group
16
In consumer appliances retailing, white goods still accounted for the biggest share of sales in 2012 at 32%.
Nevertheless this was followed close on by telecommunications products (27%) and by consumer electronics products
(20%).
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 2011 the sector as a whole saw its sales increase by 17%; among technology retailers, sales grew by 37%, in
other words more than twice that rate.
According to figures published by GfK, technology retailers booked a total turnover worth nearly USD 3.3 billion in
2012.
17
The accompanying chart shows the course of consumer electronics retailing in 2010-2012 broken down by sales
channel.
18
ASSESSMENT OF ACTIVITIES IN 2012
STRATEGIES AND PERFORMANCE
A leading name in Turkey’s information technologies and consumer electronics retailing sector, Bimeks continued to
grow soundly in 2012. Increasing both the number of its stores and its total sales space all year long, Bimeks booked
total sales worth TL 495 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 be 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 14 billion in 2012. What GfK calles “organized technology retailers” (of which group Bimeks is a member)
accounted for about a quarter or USD 3.3 billion of that.
Among organized technology retailers in Turkey, Bimeks controlled a 8.6% market share in 2012.
Last year Bimeks increased its retailing turnover by 16% and 25% on a USD and TL basis respectively. Both rises are
above the technology retailing and the general retailing sectoral averages.
38% growth in 2010-2012
In 2012 Bimeks increased its net sales revenues by 25% to TL 495 million. As measured in Turkish liras, the compound
annual growth rates (CAGR) in sales between 2010 and 2012 work out as follows:
• 24% among consumer electronics retailers
• 37% among technology products retailers
• 38% at Bimeks.
In a year in which economic growth at the national level lost momentum, Bimeks booked a gross sales profit of TL 89
million and a gross profit margin of 18%. The latter figure is down slightly from the previous year’s 22.1% and this can
be attributed both to intense competition in the sector and to a number of tactical decisions which the company made
to cope with it.
19
Personal computers and peripherals accounted for a 33% share of total sales in 2012. Bimeks sold 131,000 PCs last
year, of which no fewer than 119,000 consisted of notebook and netbook units. TV sets accounted for a 21% share of
total sales, more than ten points behind PC sales. The strongest year-on growth among product groups was witnessed
in the mobile phone segment, where sales increased by 55% in 2012.
Looking at a geographical breakdown of the company’s sales, we see that İstanbul accounted for a 33% of the total
followed in turn by Ankara (9%) and İzmir (6%). What this means of course is that sales from other parts of the country
contributed more than half (52%) 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.
The crucial importance of operational productivity
Productivity is a crucially important component of Bimeks’s growth strategy. In 1998-2012, the CAGR expansion in the
total number of the company stores was 25% while its total sales space increased by 37%. Bimeks’s performance as
2
measured by net sales/m and net sales/employee remain well above sectoral averages: the average value of net sales
per square meter of floor space amounted to TL 13,400 and the average value of net sales per employee was TL
720,000 in 2012.
Bimeks continued to increase the total number of its stores in every quarter except the third last year. The company
began serving customers at 13 new locations in 2012, thereby bringing the total number of stores to 69 and increasing
2
total sales space by 15% to 40,000 m in 42 cities. Last year the total value of Bimeks’s store investments approached
TL 6 million. The 23% rise in store numbers boosted Bimeks to second place in the sector on that measure.
20
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 2012, thereby bringing the total number of such stores to 32 in 23
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 6.7% share of Bimeks’s total sales last year. Proceeds from such sales increased from TL
27 million in 2011 to TL 33 million in 2012.
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.
21
Based on 2012 figures, www.bimeks.com.tr received an average of more than 2.1 million hits a month, during which
some 23 million pages were viewed. The number of pages viewed per visitor was 6.5 on average while the average
visiting time was 5.12 minutes. More than half (50.7%) 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 20% level by 2015.
“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 fifteen 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 2012, 4,325 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.
22
• 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 510,824 travel miles in 2012.
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 167,154 calls in 2011, the Bimeks call center saw that number rise to 289,898 in 2012.
After-sales services highlights in 2012…
• Statistics about the resolution of requests and complaints received at the Bimeks call center are shown below.
2011 - BİMEKS CALL CENTER PERFORMANCE
Category
# calls
% total
Requests
8,166
60
Product returns & changes(online sales)
3,169
23
Complaints
2,183
16
Total
13,518
100
Average duration (minutes)
3
4
11
6
2012 - BİMEKS CALL CENTER PERFORMANCE
Category
# calls
% total
Requests
8,521
55
Product returns & changes (online sales)
3,967
26
Complaints
2,938
19
Total
15,426
100
Average duration (minutes)
3
3
10
5
23
• 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.)
2011 - DEFECTIVE PRODUCT REGISTRATIONS
Category
Defective products
Product type
Total
% total
Average turnaround (days)
Sold to customers
39,626
48
15
In stock
43,518
52
32
83,144
100
24
Total
2012 - DEFECTIVE PRODUCT REGISTRATIONS
Category
Defective products
Product type
Total
% total
Average turnaround (days)
Sold to customers
37,050
47
15
In stock
42,036
53
30
79,086
100
23
Total
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.
24
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
2
/ m 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-2012, Bimeks was collaborating with franchising business partners in the operation of 32 stores located in 23
2
cities. These stores have 250 m 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 13
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 300
thousand was spent on such investments during 2012.
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
25
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 2012
In 2012 Bimeks spent TL 5,948,000 on tangible fixed assets and TL 291,000 on intangible assets. In 2011 such
investments amounted to TL 11,337,000 and TL 6,217,000 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.
26
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.
Turkey: Economic facts and figures
• Turkey has registered growth for twelve consecutive quarters; it ranks second in the world in terms of GDP growth.
• Per capita disposable income is rising.
• Household expenditures on consumer electronics are increasing.
27
Turkey: Demographic facts and figures
• Second largest population in Europe (76 million)
• Fastest population growth in Europe, Middle East, and Africa
• 50% of population under 30 years of age
• Steadily increasing urbanization
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.
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 17%; among technology retailers, sales grew by 37%,
more than twice that rate.
28
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 web-based sales opportunities. Bimeks has been performing
extremely well in the web channel ever since establishing its online retailing presence in 2009. In the three years since
then, the company’s online sales have made a bigger contribution to its total sales than is the case with any other estore in the sector.
Continuing to conduct its Franchising Business Partner program, Bimeks plans to open stores in Erzurum, Giresun,
Kars, Muş, Siirt, Tokat, and Zonguldak in 2013.
Bimeks has always made it a principle to think and plan on a long-term basis and it will continue to grow profitably in
2013 as well. We are committed to further strengthening our market position and profitability in 2013 by effectively
deploying our customer-focused philosophy and our competent human resources while continuing to undertake our
investments. Bimeks intends to rank among the top two players in its sector by 2015 and it is working steadily towards
realizing that goal. 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.
29
In the near term, Bimeks plans to open 20-25 stores with a total sales area of 10,000 m2 in 15 new cities every year so
as to have a network of 150 stores and a presence in all of Turkey’s provinces by the end of 2015.
30
31
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 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.
Bimeks had 527 people on its payroll as of 31 December 2012.
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.
In 2012
• 158 newly-hired personnel underwent Bimeks orientation training.
• 26 management personnel took part in Personality Inventory Training.
• Three after-sales services personnel took part in Basic Telephone Communication Skills Training.
• Store personnel were provided with product-specific training by suppliers at stores.
Store personnel were provided with product-specific training by suppliers at Bimeks stores all year long.
FULFILLING SOCIAL RESPONSIBILITIES AND INCREASING INFORMATION TECHNOLOGY AWARENESS
Bimeks continued to undertake and fulfill its social responsibilities in 2012. Some of the highlights of these activities
are summarized below.
In 2012 continued to be the technology sponsor for the Bursaspor football club.
Bimeks was once again a prime sponsor of the 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 2012 Bimeks:
• Served as the IT sponsor at the 4th İMSAD Construction Quality Summit
• Served as the IT sponsor at the 10th Finance Summit.
Bimeks provides employment opportunities to Down Syndrome sufferers above the statutorily mandated minimum
number of handicapped individuals it must have on its payroll.
In recognition of its environmental responsibilities, Bimeks maintains discarded battery collection and disposal points
at its headquarters and in its stores.
32
CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Mehmet Murat Akgiray, Chairman
Muhammet Haluk Sur, Vice Chairman
Ahmet Karslıoğlu, Board Member
Ayhan Uluç, Board Member
Erkan Demir, Board Member
Işık Gökkaya, Board Member
Muhammet Arif Bayraktar, Board Member and General Manager
Muhittin Şenel, Board Member
Sebahat Şen Hamzaoğlu, Board Member
Background information about members of the Board of Directors is provided on page 55 of this report
33
EXECUTIVE BOARD
Mehmet Murat Akgiray, Chairman of the Board of
Directors
Born in 1956, Mr. Akgiray completed his undergraduate
degree in Construction Engineering from the Boğaziçi
University in 1979 before completing a postgraduate
program at the same university in 1981. His professional
career has included positions of being a co-founder, a
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 Arif Bayraktar (Member of the Board of
Directors and General Manager)
Born in 1968, Mr. Bayraktar holds a degree in Economics
from the Faculty of Economics and Administrative
Sciences at Hacettepe University in 1991. Having started
working at Bimeks in September 1991 as a Sales
Representative, he went on to serve as a Sales Manager,
a Purchasing Manager, as a Director of the Purchasing,
Advertising and Logistics Group and, most recently, as
Deputy Chairman of the Executive Board. He was
appointed as the General Manager of Bimeks in March
2009, and remains in this post today.
Ahmet Karslıoğlu (Member of the Board of Directors)
Born in 1971, 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 company, before joining
Bimeks as the Finance Group Director in March 2007. Mr.
Karslıoğlu was appointed as a member of the Board of
Directors in February 2011, representing SPV Bilişim ve
Dış Ticaret A.Ş.
Ahmet Süleyman Şen (Member of the Executive BoardBudget 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.
34
Erkan Demir (Member of the Board of Directors)
Born in 1969 in Bafra near Samsun, Mr. Demir holds a
Business Administration degree from the Faculty of
Economics and Administrative Sciences at Gazi University
in 1989. He went on to work in the accounting
departments of several companies between 1989 and
1993 before joining Bimeks as an Accounting Manager in
1993. As a Certified Public Accountant, Mr. Demir
became a partner and a member of the Board of
Directors of Bimeks in 1998. He also serves as the CFO at
Bimeks.
Kayhan Ozar (Member of the Executive BoardPurchasing 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.
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
in 1997-1999. He joined Bimeks in 1996 where he
worked in several departments as a manager. He
currently serves as the Business Development,
Investments and Human Resources Group Director.
Becoming a partner of the Company in 1997, Mr. Şenel
has been serving as a member of Board of Directors since
2009.
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.
35
ORGANIZATIONAL STRUCTURE AT BİMEKS
Some information regarding the departments which form the organizational structure at Bimeks is presented below.
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.
After-Sales Services and Logistics Group Directorate
The Group undertakes a range of activities including the repair, changing and after-sales services for products and
services which have been sold, along with the transportation of products between suppliers and the sales points,
along with their storage.
Purchasing and Product Management Group Directorate
The Group is responsible for the procurement of products and services from manufacturers or suppliers, the
negotiation of purchases, the products’ exhibition and marketing, the conditions of return and service, and stock
management.
Finance Group Directorate
The Group undertakes a range of activities including cash flow management, relations with financial institutions, the
following and evaluation of financial risks including exchange rate risk, interest rate risk and maturity risk, the
management of capital markets transactions, the preparation of financial tables, relations with regulatory bodies,
budgeting and the monitoring of budgets.
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.
Marketing Directorate
The Group is responsible for the introduction and marketing of products and services via media channels, activities
and public relations services about Company’s corporate awareness.
Information Technologies Directorate
The Group is responsible for the management of all of Bimeks’s technological resources, to ensure the realization of
the activities set out above.
36
37
RISK MANAGEMENT AT BİMEKS
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.
38
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
With the entry of new players into the market, the threat posed by market competition on the sustainability of the
Company’s market share has increased. However, no further new entrants are expected in the market in the coming
period, as all recognised international players are already present in the Turkish market.
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.
39
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 2012
fiscal period for your examination and approval.
The start of the year 2012 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 1.3% and 5.3% respectively.
The weak recovery in economies resulted in a further easing in central banks’ monetary policies. 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. Hence, the expansionary liquidity
conditions continued in 2012, setting the general theme for the global economy in the post global financial crisis era.
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 17% when compared to the previous
year, with the size of the sector expanding from TL 21.4 billion in 2011 to TL 25.1 billion in 2012.
Looking at the sales performance of Bimeks, retail sales turnover grew by 28% from TL 371 million in 2011 to TL 473
million in 2012. The Company achieved a rate of growth some 11 percentage points in excess of the rate of growth
attained in the sector.
The Company’s current assets grew by 55% to TL 255 million in 2012, with total assets up by 34% to reach TL 339
million, while shareholders’ equity increased by 23% to TL 115 million.
At the end of 2012, Bimeks was operating through 69 stores in 42 cities, by providing services with a workforce of
more than 700, including employees under the payroll of franchising business partners.
Esteemed Stakeholders,
We hereby present our Annual Report for the 2012 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
40
REPORT ON 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 01.01.2012 – 31.12.2012 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 harmony 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 activity 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 Predetermination of Risk
Committee, which was formed in 2012, is also chaired by an independent member.
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.
Harmonization 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; all mandatory principles have
been complied with.
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.
1.
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 and Corporate Governance Rating Specialist License.
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;
41
•
•
•
•
•
•
•
•
•
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 2012 there were 28 requests by telephone and 55 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.
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 2011 financial year took place on 30 March, 2012 at the
Company’s head office. Registered shareholders and shareholders who received a block letter from the Central
Registry Agency prior to the Annual General Meeting attended the meeting. No media participants were present.
42
The meeting quorum and information on attendants is as follows.
No
1
Shareholder (Name/Title/Residence Address
MEHMET MURAT AKGİRAY
Kazım Karabekir Cd.No:4B/1
Erenköy Kadıköy-İstanbul
TOTAL
2
ÖMER AKGİRAY
F.S. Mehmet Cd.İhlamur Konakları
No:25 Görele Köyü Beykoz/İstanbul
3
TOTAL
MUHAMMET HALUK SUR
Caddebostan-Kantarcızade Sok.
No:3/18 Kadıköy-İstanbul
TOTAL
4
5
6
7
8
9
10
11
12
13
SÜHA EYİSOYLU
Dragos-2.Gül Sk. No:8
Maltepe-İstanbul
TOTAL
ERKAN DEMİR
Hamidiye Mh. Kıvrımlı Sok. Çakmak Sit.
D Blok Da:11 Çekmeköy-İstanbul
TOTAL
ÖNDER YÜKSEL
Cami Cd.Bengisu Evl.A1 Blk.Da.7
Ümraniye-İstanbul
TOTAL
MUHİTTİN ŞENEL
Ömerli Park Vill. Kadırova Cd.No:33/26
Çekmeköy-İstanbul
TOTAL
MUHAMMET ARİF BAYRAKTAR
Kısıklı Mh. Baha Sok. No: 40
ÜSKÜDAR-İstanbul
TOTAL
RP EXPLORER (NETHERLANDS) B.V.
Rietlandpark 125, 1019 DT,
Amsterdam,the Netherlands (Hollanda)
TOTAL
BİMEKS BİLİŞİM VE YÖNETİM A.Ş.
Yenisahra Mah. Sütçüyolu Cd.Tüğmenar
İş Mrk.No:62/3 Kadıköy-İstanbul
TOTAL
SPV BİLİŞİM VE DIŞ TİC. A.Ş.
Sütçüyolu Cad. Tüğmaner İş Mrk.
No:62 Kat:3 Kadıköy-İstanbul
Way of Share
Acqusition
(exchange or
Share Amount(TL) OTC) and Date
12,316,440.00
B Group
2,500,000.00
2,500,000
(%)
Representation
In person / By proxy
24.69 In person
Representative
MEHMET
MURAT
OTC
14,816,440.00
14,816,440
1,757,028.00
B Group
1,757,028
150,000.00
A Group
OTC
150,000
1,907,028.00
1,709,552.00
150,000.00
B Group
A Group
OTC
1,859,552.00
1,859,552.00
1,859,552.00
409,357.00
409,357.00
309,357.00
100,000.00
409,357.00
309,357.00
100,000.00
409,357.00
409,357.00
409,357.00
6,785,000.00
6,785,000.00
1,380,000.00
1,380,000.00
4,715,000.00
1,500,000.00
652,559.00
TOTAL
BORYAD BORSA YAT. DERNEĞİ
Kuşdili Cad. Yıldız İş Hanı No:21
Kat:4 Daire:9 Kadıköy-İstanbul
TOTAL
SERDAR SERT
Koşuyolu Mah.Gömeç Sok.Sabancı Sit.
A-2Blok D-10 Kadıköy-İstanbul
TOTAL
GENERAL TOTAL
50,150.00
37,162,710.00
The Company’s Capital
Total Number of Shares
Minimum Meeting Quorum:
Actual Meeting Quorum
In person:
By proxy:
Total:
60,000,000.00
60,000,000
25.00%
61.94%
28,470,681
8,692,029
37,162,710
A Group
# Shares
12,316,440
AKGİRAY
MEHMET
3.18 By proxy
1,907,028
1,709,552
150,000
AKGİRAY
MUHAMMET
3.10 In person
1,859,552
B Group
OTC
B Group
OTC
B Group
A Group
OTC
B Group
A Group
OTC
B Group
OTC
B Group
OTC
B Group
OTC
B Group
OTC
Exchange
6,867,559.00
1
HALUK
SUR
1,859,552
3.10 In person
SÜHA EYİSOYLU
0.68 In person
ERKAN DEMİR
409,357
309,357
100,000
0.68 In person
ÖNDER YÜKSEL
409,357
309,357
100,000
0.68 In person
MUHİTTİN ŞENEL
0.68 In person
MUHAMMET ARİF
BAYRAKTAR
1,859,552
409,357
409,357
409,357
409,357
6,785,000
BİHTER BOZBAY
11.31 By proxy
6,785,000
1,380,000
2.30 In person
1,380,000
4,715,000
1,500,000
652,559
11.45 In person
6,867,559
1
Exchange
1
50,150.00
MURAT
AHMET
KARSLIOĞLU
AHMET
KARSLIOĞLU
ÜNAL KOÇER
0.00 By proxy
1
50,150
Exchange
0.08 In person
50,150
37,162,710
SERDAR SERT
61.94
43
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
President of Council
KADİR ASLAN
AHMET KARSLIOĞLU
Vote Collector
Secretary
ERKAN DEMİR
ÖNDER YÜKSEL
Board Members and Auditors Present in the Meeting and Their Signatures
MEHMET MURAT AKGİRAY
Chairman
MUHİTTİN ŞENEL
Board Member
AYHAN ULUÇ
Board Member
MUHAMMET HALUK SUR
Vice Chairman
MUHAMMET ARİF BAYRAKTAR
Board Member
AHMET KARSLIOĞLU
Board Member
IŞIK GÖKKAYA
Board Member
SEBAHAT ŞEN HAMZAOĞLU
Board Member
ERKAN DEMİR
Board Member
BİROL ŞEFLEK
Auditor
The Annual General Meeting was announced to shareholders through a Material Disclosure sent by the Company to
the Public Disclosure Platform (KAP) on 8 March, 2012 and through an advertisement published in the Türkiye daily
newspaper on 8 March, 2012.
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.
Relevant documents on the Annual General Meeting, the Board of Directors Activity report, the Audit Report, the
Summary of Independent 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 2011 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 of the Annual General Meeting were made
public on 30 March, 2012 through a material disclosure on the Public Disclosure Platform, and were declared in the
Trade Registry Gazette No: 8046 dated 11 April, 2012. Information was provided to shareholders with respect to
donations and support in the fiscal period under a separate item on the agenda.
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 rights that are provided to those shareholders which hold at least 10% of the shares representing the registered
capital, in accordance with the Articles No: 341, 348, 356, 359, 366 and 377 of the Turkish Commercial Code pursuant
to the Capital Markets Law Article No:11/8, may be exercised by shareholders who represent at least 5% of the paid-in
capital, in accordance with the Article No: 19 of the Company’s Articles of Association which regulates Minority Rights.
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.
44
e)
The Right to Dividends:
The Company’s profit is determined and distributed in accordance with the Turkish Commercial Code, Capital Market
Legislation and general accounting principles. 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 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:
First Issue Legal Reserve:
a) 5% is allocated as legal reserves.
Primary Dividend:
b) The amount of donations (if any) is added to the remaining amount, and the primary 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, officers, employees and workers, usufruct shareholders, privileged shareholders,
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.
Second Issue 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 allocated as a second issue legal reserve in accordance with
Article 466 of the Turkish Commercial Code, Paragraph 2 Clause 3.
No decision may be taken to allocate further reserves, to transfer profit to the following year, to distribute profit to
privileged shareholders, participating, founder and ordinary usufruct shareholders, Board members, officers,
employees or workers, foundations formed for various aims, or similar individuals and corporations unless legal
reserves are allocated in accordance with the applicable legislation, unless the primary dividend set out in the Articles
of Association for shareholders is distributed, and unless the dividend set out for non-voting shareholders is
distributed in the form of cash or bonus shares.
Without practising the principle of per diem deduction, the dividend is distributed to all of the existing shareholders by
the end of the fiscal period, regardless of the issue and acquisition date of these shares.
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 15 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.
With respect to the distribution of the 2011 fiscal year profit, the Board of Directors’ suggestion that there should be
no distribution of the 2011 profit on the grounds that there were accumulated losses from previous years and that the
2011 profit should not be distributed, but instead be used to offset previous losses, was accepted unanimously by a
decision taken in the Annual General Meeting dated 30 March, 2012. This, together with the minutes of the Annual
45
General Meeting, were made public on 30 March, 2012 through a material disclosure on the Public Disclosure
Platform, and were declared at the Trade Registry Gazette No:8046 dated 11 April, 2012.
f)
Transfer of shares:
In accordance with Article No:7 of the Company’s Articles of Association, regarding the transfer of A Type shares –
which bear privileges on voting rights and the appointment of Board of Directors and the Audit Board – the shares are
first to be offered to other A Type shareholders, to be sold over market value. In the event that they are not sold to
other A Type shareholders within a period of one month, they may be sold to third parties. Any actions contravening
this procedure will be deemed to be null and void, and will not be registered to the share book.
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 Istanbul
Stock Exchange 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
46
•
•
•
•
•
•
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 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 ISE and PDF.
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
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,
47
•
•
•
•
•
•
•
•
•
•
•
•
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,
The Company’s profit distribution policy,
The Company’s profit disclosure policy,
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.
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.
i)
Annual Reports:
The 2012 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
48
•
•
•
•
•
•
•
•
•
•
•
•
3.
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.
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.
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.
49
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.
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.
• 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. 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 General Manager, the Chief Financial Officer and Accounting Finance Executives 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,
50
•
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 sponsorship of the Bursaspor sports club,
• The leading sponsorship of Kariyer Zirvesi,
Kariyer Zirvesi 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 Kariyer Zirvesi. 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.
• IMSAD Quality in Construction Summit – IT Sponsorship
• 10th Finance Summit – Technology Sponsorship
• 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
51
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 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
Mehmet Murat
Akgiray
Chairman of
the Board of
Directors
Muhammet Haluk Sur
Deputy
Chairman of
the Board of
Directors
Partner
Muhammet Arif
Bayraktar
Member of
the Board of
Directors
and General
Manager
Bimeks
Purchasing
Bilişim ve
Group
Yönetim A.Ş. Director,
General
Manager
Erkan Demir
Member of
the Board of
Directors
Partner
Muhittin Şenel
Member of
the Board of
Directors
Partner
Legal Entity Duties
Represented Undertaken in
the Company
in last 5 years
Partner
Chairman of
the Board of
Directors
Member of
the Board of
Directors
Member of
the Board of
Directors /
Financial
Affairs
Director
Member of
the Board of
Directors / HR
and Business
Development
Group
Director
Term of Office /
Remaining Term of
Office
Share in Capital
(TL)
(%)
Appointed on 30 March,
2012 for 3 years to
serve until the first AGM
following the
completion of the 3rd
year in charge
2012 for 3 years to
following the
year in charge
2012 for 3 years to
following the
year in charge
2012 for 3 years to
following the
year in charge
2012 for 3 years to
following the
year in charge
22,224,660
18.5
2,339,328
1.9
2,760,000
2.3
614,036
0.5
614,036
0.5
52
Ahmet Karslıoğlu
Member of
the Board of
Directors
--
Member of
the Board of
Directors /
Finance Group
Director
Sebahat Şen
Hamzaoğlu
Member of
the Board of
Directors
Independent Independent
Member of Member
the Board of
Directors
Işık Gökkaya
Member of
the Board of
Directors
Member of Member
the Board of
Directors
Ayhan Uluç
Member of
the Board of
Directors
Member of Member
the Board of
Directors
2012 for 3 years to
following the
year in charge to
represent SPV Bilişim Ve
Dış Ticaret A.Ş.;
however, after the new
Turkish Commercial
Code entered effect on
1 July, 2012 he resigned
and was elected
separately to serve
during the same term
with the existing Board
members, which is
subject to approval at
the next AGM
2012 for 3 years to
following the
year in charge
2012 for 3 years to
following the
year in charge
2012 for 3 years to
following the
year in charge
0
0.0
0
0.0
0
0.0
0
0.0
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.
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,
53
•
•
•
•
•
•
•
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
declare
• There is no direct or indirect relationship of interest in terms of employment, capital or significant commerce
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 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 will not undertake full time employment in a public corporation or institution as of the nomination date, or
• I am deemed to be domiciled in Turkey on the basis 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 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
54
declare,
•
There is no direct or indirect relationship of interest in terms of employment, capital or significant commerce
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 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 will not undertake full time employment in a public corporation or institution as of the nomination date, or
• I am deemed to be domiciled in Turkey on the basis 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 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.
55
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. Mr. Karslıoğlu was appointed as a member of the Board of
Directors in February 2011, representing SPV Bilişim ve Dış Ticaret A.Ş.
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 2009-2010 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
56
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
Duty
Undertaken
and
Partnership
Situation
Current state of
duty or
Partnership
Share in Capital/and
Stake
(TL)
(%)
(Group Company)
Partner and
Chairman of the
Board
Partner and
Chairman of the
Board
Partner and
Board Member
Partner and
Chairman of the
Board
Board Member
Continuing
49,850
99.7
Continuing
1,510
0.15
Continuing
400
0.8
Continuing
48,000
96
Continuing
480
0.8
Board Member
Continuing
0
0
Board Member
Not continuing
0
0
-
-
620,000
6.2
Board Member
Continuing
25
0.05
Board Member
Continuing
10
0
Board Member
Continuing
50
0.1
Board Member
Continuing
500
1
-
-
-
-
Serbim Bilgisayar Destek
ve Tic. A.Ş.
(Group Company)
Kimaş Kimyasal İlk
Maddeler San. Ve Tic. A.Ş
Bimeks Bilişim ve Yönetim
A.Ş. (Group Company)
Muhammet Haluk Sur
Erkan Demir
Ahmet Karslıoğlu
Sebahat Şen Hamzaoğlu
Işık Gökkaya
Kimya Teknik Sanayi Ve
Tic. A.Ş
Emlak Konut Gayrımenkul
Yatırım Ortaklığı A.Ş.
Kiler Gayrimenkul Yatırım
Ortaklığı A.Ş.
Öztaş İnşaat ve Taahhüt
İşleri Tic. A.Ş.
(Group Company)
Serbim Bilgisayar Destek
ve Tic. A.Ş. (Group
Company)
(Group Company)
Bimeks Yönetim ve Bilişim
A.Ş. (Group Company)
Ömür Sanayi Ve Ticaret
A.Ş.
Y&Y Gayrimenkul Yatırım
Ortaklığı A.Ş.
GYODER
Accounting
Continuing
Manager
General
Continuing
Manager and
Board Member
Chairman of the Continuing
Board
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).
57
In meetings of the Board of Directors in 2012, 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 5, 7, 9 or 11 members, which are elected by the
General Assembly in accordance with the provisions of the Turkish Commercial Code and Articles of Association. 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 Commercial Code are applied in the quorum of the
decision of the Board of Directors.
Members of the Board of Directors may be appointed for a period of 3 years, at most. They may then be re-elected
following the end of their term of office.
In the event of a vacancy for membership in the Board of Directors, 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.
The remuneration of the Head and Members of Board of Directors are determined by the General Assembly.
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.
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 51 meetings in the period. M. Murat Akgiray, the chairman of the board, could not attend
seven 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:
As of December 2012, the Audit Committee - which is composed of two non-executive independent members - held
four meetings, and the Corporate Governance Committee - which is composed of one non-executive independent
member and two partners - held four meetings. The recommendation decisions reached during the meetings are
adopted by the Board of Directors.
The Committees’ assigned positions, working procedures 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.
In October 2012, by creating the Committee on the Early Detection of Risk, which is composed of two non-executive
independent members, studies related to early detection of risks and the required precautions gained momentum.
58
Among the members of the Board of Directors;
• A committee responsible for audit was created in order to ensure the sound surveillance of financial and
operational activities. Ayhan Uluç was selected as the Chairman of the Committee and independent member
Sebahat Şen Hamzaoğlu was selected as the member of the committee.
• Audit Committee ;
• Audits the accuracy and transparency of financial tables and other financial information as well as their
compliance with international accounting standards and by receiving independent audit firm’s opinion
reports to the Board of Directors
• Conducts the surveillance of the company’s accounting system and is responsible for the announcement of
financial information to the public and the operation and efficiency of the independent audit and internal
audit system.
• Examines any complaints regarding the company’s accounting, internal audit system and independent audit
within the principle of privacy and concludes them accordingly.
• Monitors compliance with legal amendments and in-house amendments
• Fulfils other inspection and monitoring activities as ordered by the Board of Directors.
• Conducts studies on the effectiveness and competence of the internal audit system and internal audit
activities, follows these studies and pursues their effectiveness. Evaluates the findings regarding the internal
audit system and reports them to the Board of Directors. Evaluates the importance of the company
management, the internal audit and risk management and whether an accurate “control culture” is
established within the company or not. Checks that the Internal Audit Unit’s warnings and recommendations
related to internal audit have been implemented. Follows the compliance of Internal Audit Unit with working
principles. Reviews the effectiveness of internal audit activities. Provides the necessary precautions to be
taken to ensure a transparent internal audit. In conjunction with the company’s legal unit, investigates any
legal circumstance that may affect financial reports.
• Reviews the annual report, which will be disclosed to the general public, and checks whether the information
in the report is in compliance with the information possessed by the committee.
• With regard to financial information, monitors whether announcements to be disclosed to the public and
analyst presentations are in compliance with the law and regulations and the company’s “Disclosure Policy”.
• Reports any changes in accounting policies or the internal audit system and legislation which may affect the
preparation of the company’s financials to the Board of Directors. Monitors whether activities are conducted
in compliance with the legislation and in house regulations.
The Corporate Governance Committee was established in order 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. Işık Gökkaya, an independent member, was selected as the committee chair and Ahmet Karslıoğlu was
selected as a member. The Corporate Governance Committee;
•
•
•
•
Conducts studies on the Company’s compliance with corporate governance principles,
Assists the board of directors by conducting studies on public disclosure issues with the shareholders
relations unit,
Improves and implements risk management systems
In addition, in effecting management implementations to enhance the performance of the company, it will
offer suggestions by reviewing and evaluating systems and processes that were created or will be created by
the company.
The committee monitors compliance with corporate governance principles; in incidents where it determines the
corporate governance principles have either not been complied with, or where compliance is not complete, it
determines the reasons thereof, and any conflict of interest that may arise as a result. The committee submits
reformative recommendations to the board of directors. The Committee promotes awareness of the importance and
advantages of corporate governance principles being set and adopted within the Company. It submits
recommendations to the board of directors regarding the sound operation of infrastructure related to management
implementations aimed at increasing the performance of the company, which are to be understood and adopted by
employees and supported by the management. The committee also receives opinions and recommendations from the
Human Resources unit where necessary.
The Committee on the Early Detection of Risk was established in order to detect and analyse fiscal and financial risks
at an early stage in the activity field and to take necessary precautions. Ayhan Uluç was selected as the Chairman of
59
the Committee on the Early Detection of Risk and Sebahat Şen Hamzaoğlu, an independent member was selected as a
member.
It was obliged to assign the same members to duty in different committees in order to ensure that independent
members take part in committees in the shortest possible time.
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.
The Early Detection of Risk Committee, which was established to undertake the management of risks that the
company faced or may face, their early detection and the implementation of necessary precautions, is responsible for
working on the below subjects through the definition, measurement, controlling and monitoring of risks;
• Ensuring sustainable profitability and growth such as to enable the Company to realize its targets,
• Minimizing fluctuations in revenues,
• Reaching healthier risk decisions,
• Being prepared for changes that are possible or unexpected,
• Ensuring compliance between the strategies and risks that are taken,
• Improved detection of opportunities and threats,
• Increasing competitive power,
• Efficient use of resources,
• Maintaining compliance with codes and regulations,
• Protecting reputation and trust, and
• Securing continuity in the quality of corporate governance
• Creating effective internal audit systems in order to define, evaluate, monitor and manage the risk factors in
a multifaceted manner that helps the company reach its targets ,
• Ensuring that risk management and internal audit systems comply with the company’s corporate structure,
and paying regard to effective operability
• Measuring, reporting and applying the risk factors in decision mechanisms created by the company’s risk
management, and in internal audit systems with appropriate control methods,
• Fulfilling the duties which are given or will be given to the committee in accordance with CMB regulations and
the Turkish Commercial Code
The committee acts within its own authority and responsibility and issues recommendations to the Board of Directors.
The Board of Directors is responsible for final decisions.
Specialists in their fields who are not members of the Board may be appointed to the committee if deemed necessary.
The committee informs the Board of Directors of those subjects which are under its areas of authority and
responsibility.
The committee reviews risk management systems at least once a year.
To ensure the effectiveness of its operation, Risk Management Committee may create subcommittees composed of its
own member and/or non-members who have sufficient experience and knowledge of Risk Management.
The Board of Directors provides all resources and support necessary for the committee to fulfil its duties. If the
committee deems necessary, it may invite the manager to meetings and consult on his/her opinion.
The committee utilizes independent experts’ opinions on the subjects it needs regarding its activities. The costs of
advisory services that the committee needs are paid by the company.
Responsibilities of the Committee
• Early detection of risks that could threaten the company’s existence, development and sustainability;
conducting studies to implement necessary measures to tackle any risks that were detected, and managing
the risks accordingly,
60
•
•
•
•
•
Identifying opportunities that could enhance the company’s profitability and effectiveness of its activities;
conducting necessary studies into any such opportunities and reporting them to the Board of Directors in a
timely manner,
Determining risk management policies and implementation methods thereof, and ensuring that these
methods are followed, in line with the Board of Directors’ views
Design, selection, implementation and participation in approval process of risk measurement models, the
proper review of the models and conducting necessary changes by employing scenario analysis
Demanding information, opinions and reports from the related units if necessary to ensure the effectiveness
of the risk monitoring function
Reviewing the risks announced in financial tables which are approved by the Capital Markets Board and
prepared in compliance with financial reporting standards and annual reports
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.
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 12th and 13th agenda items in the Annual General
Meeting dated 30 March, 2012, 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 2011
financial year, which was held on 30 March, 2012.
61
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.
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.
62
In a vote put forward to the Annual General Meeting, it was unanimously agreed that a monthly gross attendance fee
of TL 20,000.00 would be paid to the Chairman, TL 10,000 to the Vice Chairman and TL2,000.00 to other board
members. An annual gross attendance fee of TL2,000.00 to be paid to the Auditor was also approved.
Accordingly, total salaries and fees paid to the Chairman and members, the general manager, the general coordinator,
deputy general managers had totalled TL 1,804,500 as of 31 December, 2012.
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 19 February, 2012 in Independent Audit Report Foot Note 26.
20.02.2013
Independent Board Member
Chairman of the Corporate Governance Committee
Işık Gökkaya
Member of the Corporate Governance
Ahmet Karslıoğlu
63
INTERNAL AUDIT AT BİMEKS
In the Annual General Meeting held on 30 March, 2012, Birol Şeflek was selected as the company’s auditor for a
period of 3 years in a unanimous vote. 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.
The Audit Committee;
• Audits the accuracy and transparency of financial tables and other financial information as well as their
compliance with international accounting standards and by receiving the a report containing the views of
the independent audit firm, which is sent to the Board of Directors
• 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.
• Examines any complaints regarding the company accounting, internal audit system and independent
audit within the privacy principle and conclude them.
• Monitors compliance with legal amendments and in-house amendments
• Fulfils other inspection and monitoring activities as required by the Board of Directors.
• Conducts studies on the effectiveness and competence of the internal audit system and internal audit
activities, follows these studies and pursues their effectiveness. It evaluates the findings regarding
internal audit system and reports them to the Board of Directors. It evaluates the importance of
company management, internal audit and risk management and whether an accurate “control culture”
settled in the company or not. It checks that the warnings and recommendations issued by the Internal
Audit, related to the internal audit by Internal Audit Unit, are implemented. It monitors the compliance
of the Internal Audit Unit with working principles. It reviews the effectiveness of internal audit activities.
It provides the necessary measures to be taken to ensure a transparent internal audit. Together with the
company’s legal unit, it investigates any legal circumstances that could affect the financial reports.
• By reviewing the annual report, which will be disclosed to the public, it researches whether the
information in the report matches the information held by the committee.
• Regarding financial information, it controls whether the announcement that will be disclosed to the
public and analyst presentations are in compliance with the law and regulations and the company’s
“Disclosure Policy”.
• It reports any changes taking place in the accounting policies, internal audit system and legislation, which
are deemed to affect the preparation of the company’s financials, to the Board of Directors. It monitors
whether the activities are conducted in compliance with legislation and in-house regulations.
64
FINANCIAL ANALYSIS AND EVALUATION BY BİMEKS 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.
A TL 30,500,000 bond was issued by Bimeks in 2010, which was redeemed and paid for in July 2012 at the end of its 2year maturity. Bimeks subsequently issued a new bond to the amount TL 50,000,000 in September 2012, again with a
2-year maturity through private placement, which was addressed to qualified investors.
The strengthening in the Company’s liquidity position continued in 2012 on the back of increasing sales turnover, and
capital increases through a rights issue and a bond issue. By the end of the period, the Company’s net debt position
was cut to TL 11.5 million, marking a decline of approximately TL 21 million when compared to a year ago.
In 2012, sales increased by 25%, at a time when GDP expanded by an estimated 3%.
Operating expenses declined by 0.7% when compared to the previous year, thanks to the efficient utilization of
resources and effective cost management.
However, as a result of the declining gross profit margin, EBITDA came in at TL 30.7 million, implying a 6.2% margin.
65
Bimeks’ Income Statements pertaining to the last 3 years are presented below for the sake of comparison.
66
Bimeks’ Balance Sheets pertaining to the last 3 years are presented below for the sake of comparison.
CAPITAL MANAGEMENT AT BİMEKS
Within the calendar year, the decision was taken to raise the issued capital, previously TL 60,000,000, by TL
60,000,000 (100%), with TL 30,000,000 of this amount being through a rights issue and TL 30,000,000 of this amount
through a bonus issue – to TL 120,000,000 (one hundred and twenty million) and the application was submitted to the
Capital Markets Board.
The Capital Markets Board took the new shares under registration on 4 May, 2012 and the rights regarding the newly
issued shares were utilized by the shareholders between 9 May, 2012 and 23 May, 2012, and the capital increase
transactions were completed by 23 May, 2012.
INFORMATION ON SHARE BUY-BACK PROGRAM BY BİMEKS 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
67
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.
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. will provide 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.
Information on Private Audit and Public Audit Held in the Calendar Year
Bimeks was not subject to a public audit in 2012. 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:26 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).
68
SUMMARY AUDIT REPORT
To the General Assembly of BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş.,
Company Trade Name
Registered Office
:
:
BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş.
Istanbul
Capital
:
Issued Capital: 120,000,000.00 TL
Field of Activity
:
Auditor or Auditors - The name, term of office and
whether partner or Company employee
:
Number of Board meetings attended and number of
Audit Board meetings held
:
The framework of the examinations on Company
accounts, books and documents, the examination dates
and findings
:
The number of counts on the Company’s cash desk and
findings in accordance with TCC Article 353, Paragraph 1,
Clause 3.
:
The examination date and findings in accordance with
TCC Article 353, Paragraph 1, Clause 4.
:
Relayed complaints and illegalities, and proceedings
undertaken on these matters
:
The retail trade of computers, computer materials,
and electronic devices
Birol Şeflek
Appointed for 3 years on 30 March, 2012
Not a partner or a Company employee.
Attended meetings of the Board of Directors a total of
seven times, and Board of Directors’ decisions were
examined. Auditing meeting was performed four
times.
In the examinations, held quarterly, over statutory
books and documents, records were noted to have
complied with the documents and accounting
standards.
In addition to the cash counts of the affiliates, the
Company cash was counted a total of five times and
actual findings were noted to have complied with the
book records.
The Company records were examined on a monthly
basis, and the aforementioned securities’ existence
and compliance with the records was noted.
No complaints or illegalities were relayed to our side.
The accounts and operations of BİMEKS BİLGİ İŞLEM VE DIŞ TİCARET A.Ş. for the period 1 January, 2012 – 31 December,
2012 are examined in accordance with the Turkish Code of Commerce, the Articles of Association of the Company, as well
other regulations, and generally accepted accounting principles and standards.
According to my opinion, in the conclusion of all examinations conducted, the enclosed balance sheet dated 31 December,
2012, it is agreed that the content reflects the financial status of the company as at the mentioned date, and the Income
Statement for the period 01.01.2012 – 31.12.2012 truthfully and accurately reflects the results of the business activities for
mentioned period, while the profit distribution proposal was found to be compliant with the legislation and the Company’s
articles of association.
I refer the approval of Balance Sheet and Income Statement, and release of liability of the Board of Directors, to your vote.
Istanbul, 28 February, 2013
Auditor
Birol Şeflek
69
DIVIDEND DISTRIBUTION PROPOSAL
With the end of the 2012 operating year, the announcement below was made on 1 March, 2013 through the Public
Disclosure Platform.
Date of Board of Directors Meeting:
No of Board of Directors Meeting:
Meeting Place:
Meeting Attendants:
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
Agenda:
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 Communiqué Series: XI, No: 29
of the Capital Markets Board on ‘Financial Reporting Standards in the Capital Markets’, 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 for the 2012 calendar year.
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
70
BİMEKS BİLGİ İŞLEM VE DIŞ
TİCARET ANONİM ŞİRKETİ
CONSOLIDATED
FINANCIAL STATEMENTS AT
31 DECEMBER 2012
TOGETHER WITH AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
To the Shareholders and Board of Directors of
1. We have audited the accompanying statement of consolidated financial position of Bimeks Bilgi İşlem ve
Dış Ticaret A.Ş (the “Group”) as at 31 December 2012, and the statements of comprehensive income,
changes in equity and cash flows for the year then ended and a summary of significant accounting
policies and other explanatory notes published by Capital Market Board (“CMB”).
Management’s responsibility for the financial statements
2. Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with financial reporting standards published by Capital Market Board. This
responsibility includes: designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error, selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.
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 CMB. 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 2012, and of
its consolidated financial performance and its consolidated cash flows for the year then ended in
accordance with the financial reporting standards accepted by the CMB.
ENGİN Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş.
Member Firm of GRANT THORNTON International
Emre Halit
Partner
Istanbul, 19.02.2013
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2012
CONTENTS
PAGE
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ………………………………….. ....
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME …………………………... .....
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY …………………………………........
CONSOLIDATED STATEMENTS OF CASH FLOW STATEMENTS …….…………………………
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
ORGANIZATION AND NATURE OF ACTIVITIES ................................................................
NOTE 2
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS ...............................................
NOTE 3
CASH AND CASH EQUIVALENTS .........................................................................................
NOTE 4
FINANCIAL ASSETS .................................................................................................................
NOTE 5
FINANCIAL LIABILITES ..........................................................................................................
NOTE 6
DERIVATIVE FINANCIAL INSTRUMENTS ..........................................................................
NOTE 7
TRADE RECEIVABLES AND PAYABLES .............................................................................
NOTE 8
OTHER RECEIVABLES AND PAYABLES .............................................................................
NOTE 9
INVENTORIES ...........................................................................................................................
NOTE 10
INVESTMENT PROPERTY .......................................................................................................
NOTE 11
PROPERTIES, PLANT AND EQUIPMENT ..............................................................................
NOTE 12
INTANGIBLE ASSETS ..............................................................................................................
NOTE 13
PROVISIONS, COMMITMENTS AND CONTINGENT LIABILITIES ...................................
NOTE 14
EMPLOYEE TERMINATION BENEFITS ................................................................................
NOTE 15
OTHER ASSETS AND LIABILITIES ........................................................................................
NOTE 16
SHARE CAPITAL .......................................................................................................................
NOTE 17
REVENUE ...................................................................................................................................
NOTE 18
MARKETING & SELLING EXPENSES, GENERAL AND ADMINISTRATIVE EXPENSES
NOTE 19
COST OF SALES ........................................................................................................................
NOTE 20
NATURE OF EXPENSES ...........................................................................................................
NOTE 21
OTHER INCOME AND OTHER EXPENSES ...........................................................................
NOTE 22
FINANCING INCOME ...............................................................................................................
NOTE 23
FINANCING EXPENSE .............................................................................................................
NOTE 24
TAXES ON INCOME .................................................................................................................
NOTE 25
EARNING PER SHARE .............................................................................................................
NOTE 26
RELATED PARTY DISCLOSURE ............................................................................................
NOTE 27
NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS .............
NOTE 28
NOTE 29
SUPPLEMENTARY CASH FLOW INFORMATION ...............................................................
POST BALANCE SHEET EVENTS .....................................................................................................
1-2
3
4
5
6
6-14
15
15
16-17
18
18-19
19
20
20
21
22
22-23
23
24
24-26
27
27
27
28
28
29
29
30-31
31
32
33-40
41
42
1
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
AT 31 DECEMBER 2012 AND 2011
(All amounts in Turkish Lira (“TL”) unless indicated otherwise.)
ASSETS
Current assets
Cash and cash equivalents
Financial assets
Derivative financial instruments
Trade receivables
Other receivables
Inventories
Other current assets
Audited
Audited
Note
31.12.2012
31.12.2011
3
4
6
7
8
9
15
68.304.550
--21.641.482
4.413
160.243.044
4.911.607
11.150.817
4.409.969
35.525
27.764.299
95.478
118.431.323
2.971.367
255.105.096
164.858.778
1.466.181
30.575.002
50.162.351
50.986
1.377.476
203.976
1.466.181
30.267.583
55.052.462
34.178
1.010.612
46.190
83.835.972
87.877.206
338.941.068
252.735.984
Total current assets
Non-current assets
Investment property
Property, plant and equipment
Intangible assets
Other receivables
Deferred tax assets
Other non-current assets
Total non-current assets
TOTAL ASSETS
10
11
12
8
24
The accompanying notes are an integral part of these consolidated financial statements.
2
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
AT 31 DECEMBER 2012 AND 2011
Audited
Audited
Note
31.12.2012
31.12.2011
5
7
8
24
25.714.169
132.701.820
3.653.647
695.266
20.475
799.521
44.100.480
103.447.607
2.649.198
652.609
33.310
598.730
163.584.898
151.481.934
53.990.193
3.285.274
1.414.465
1.442.043
3.636.753
1.428.351
1.337.442
1.313.769
60.131.975
7.716.315
120.000.000
869.231
17.266.863
(11.264.475)
7.329.368
58.823
(21.249.349)
2.209.618
4.116
60.000.000
869.231
47.266.863
-6.589.368
58.823
(25.218.918)
3.969.569
2.799
Total equity
115.224.195
93.537.735
TOTAL LIABILITIES AND EQUITY
338.941.068
252.735.984
LIABILITIES
Current liabilities
Financial liabilities
Trade payables
Other payables
Corporation tax
Provision for accrued liabilities and charges
Other current liabilities
15
Total current liabilities
Non- current liabilities
Other payables
Employee termination benefits
Deferred tax liability
5
8
14
24
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
Revaluation reserve
Restricted reserve
Retained earnings
Net profit for the year
Non-controlling interests
16.a
16.b
16.c
16.d
16.e
16.f
16.g
3
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011
Audited
Audited
01.01.31.12.2012
01.01.31.12.2011
494.531.423
(405.713.999)
396.134.213
(308.778.571)
88.817.424
87.355.642
(54.678.735)
(17.866.656)
2.244.136
(4.934)
(44.193.373)
(17.961.984)
882.502
(3.741)
18.511.235
26.079.046
10.171.335
(25.198.728)
10.326.605
(32.385.192)
3.483.842
4.020.459
(1.696.497)
423.590
(652.609)
602.562
2.210.935
3.970.412
Other comprehensive income
Revaluation fund
740.000
253.991
Total comprehensive income
2.950.935
4.224.403
Net loss attributable to:
Non-controlling interest
Equity holders of the Company
1.317
2.209.618
843
3.969.569
0,02
0,07
Note
Continuing operations
Revenue
Cost of sales
17
19
Gross profit
Marketing and selling expenses
General and administrative expenses
Other income
Other expense
18
18
21
21
Operating profit
Financing income
Financing expense
22
23
Profit before tax from continuing operations
Tax on profit from continuing operations
Tax charge for the year
Deferred tax charge
24
24
Net profit from continuing operations
Profit per share-TL, full
25
4
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
Share
premium
Reserve for
own shares
purchased at
ISE
Revaluation
fund
Restricted
reserve
Retained
earnings
Net income
(loss) for the
period
Noncontrolling
interests
Total
equity
869.231
--
--
31.151.377
58.823
(26.126.159)
907.241
1.956
28.046.469
--
--
--
--
--
--
--
3.969.569
843
3.970.412
Other comprehensive income:
Economic assets
--
--
--
--
253.991
--
--
--
--
253.991
--
--
--
--
253.991
--
--
3.969.569
843
4.224.403
Cash increase in share capital
Share premium
Increase in share capital
Transfer to retained earnings
14.000.000
-24.816.000
--
-----
-47.266.863
---
-----
--(24.816.000)
--
-----
---907.241
---(907.241)
-----
14.000.000
47.266.863
---
Balances at 31.12.2011
60.000.000
869.231
47.266.863
--
6.589.368
58.823
(25.218.918)
3.969.569
2.799
93.537.735
Comprehensive income:
--
--
--
--
--
--
--
2.209.618
1.317
2.210.935
Other comprehensive income:
Economic assets
--
--
--
--
740.000
--
--
--
--
740.000
--
--
--
--
740.000
--
--
2.209.618
1.317
2.950.935
30.000.000
30.000.000
---
(30.000.000)
--
---
---
---
---
---
---
-30.000.000
--
--
--
(11.264.475)
--
--
--
--
-- (11.264.475)
--
--
--
--
--
--
3.969.569
(3.969.569)
--
--
120.000.000
869.231
17.266.863
(11.264.475)
7.329.368
58.823
(21.249.349)
2.209.618
4.116
115.224.195
Paid in
capital
Adjustments
to share
capital
21.184.000
Comprehensive income:
Increase in share capital
Reserve for own shares purchased at
ISE
Transfer to retained earnings
5
STATEMENTS OF CONSOLIDATED CASH FLOW
Note
Profit before tax from continuing operations
Adjustments to reconcile net profit before taxation to
net cash provided by operating activities
28
Operating income before changes in assets and liabilities
related with operating activities
Changes in trade receivables
Changes in inventories
Other receivables
Other assets
Changes in trade payables
Other payables
Other liabilities
Payment of employee termination benefits
14
Net cash provided by (used in) operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Receipts from sale of property, plant and equipment
Purchases of intangible assets
Audited
01.01.31.12.2012
Audited
01.01.31.12.2011
3.483.842
4.020.459
20.647.553
17.279.305
24.131.395
21.299.764
4.668.606 (17.317.152)
(42.069.411) (36.909.123)
74.257
7.062.357
(2.062.501)
464.430
30.727.286
6.660.562
2.861.372
2.377.599
(1.453.049)
(266.306)
(476.387)
(218.744)
16.401.568 (16.846.613)
11
12
(5.948.386) (11.337.221)
46.136
20.477
(291.198) (6.216.986)
Net cash used in investing activities
(6.193.448) (17.533.730)
Cash flows from financing activities
Share premium
Purchases of own shares at ISE
Changes in financial assets
Proceeds from borrowings
Repayments of borrowings
Interest paid
Interest income
30.000.000
14.000.000
-47.266.863
(11.264.475)
-4.409.969 (4.409.969)
82.503.984
13.351.242
(51.659.905) (26.127.712)
(7.866.078) (6.237.756)
822.118
827.484
Net cash provided by financing activities
46.945.613
38.670.152
Net increase in cash and cash equivalent
Cash and cash equivalent as of 01 January
57.153.733
11.150.817
4.289.809
6.861.008
68.304.550
11.150.817
Cash and cash equivalent as of 31 December
3
6
FOR THE YEAR ENDED 31 DECEMBER 2012
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
69 (2011: 56) stores through a warehouse with a net retail space of 39.893 square meters (2011: 34.751 square meters).
During 2012, Bimeks opened 20 new stores and closed 7 stores (2011: Bimeks opened 21 new stores and closed 1 store).
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.
For the purpose of the consolidated financial statements, the Company and its consolidated subsidiaries are referred to as the
“Group”.
As of 31 December 2012, the number of personnel employed was 527 (31.12.2011: 525).
The financial statements for the year ended 31 December 2012 (including comparatives) were approved by the Board of
Directors on 19.02.2013.
NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 Principles of Presentation
The communiqué of the Capital Market Board (CMB) Serie XI, nr. 29 has become effective for accounting periods beginning
from 01 January 2008 and consequently also covers the interim reporting periods beginning from 01 January 2008. The said
Communiqué promulgates that entities have to prepare their financial statements in accordance with the International
Financial Reporting Standards (IFRS) in the format as accepted by the European Union (EU). The format of IFRS as
accepted by EU and the differences with the format of the International Accounting Standards Committee (IASC) have to be
published by the Turkish Accounting Standards Committee. Until this is published, the IFRS format of IASC will be
applicable. Subject to this, the standards published by the Turkish Accounting Standards Committee will be taken as the basis
as long as these do not conflict with IFRS of IASC..
The Capital Market Board issued a statement dated 17 March 2005, numbered 11/367 to discontinue the presentation of
financial statements in accordance with IAS 29 (Financial Reporting in Hyperinflationary Economies) during the reporting
periods in 2005, indicating that in the light of objective criteria the economy ceased to be hyperinflationary and factors
characterizing the existence of hyperinflation were eliminated to a large extent. Based on this resolution the financial
statements as of 31.12.2012 and 31.12.2011 have not been restated.
These financial statements and the notes attached thereto have been presented in accordance with the format recommended
by the announcement of the CMB dated 14 April 2008 including the disclosure of information necessitated by CMB which
is also applied to previous year’s statements.
2.2 Going Concern
Group prepared consolidated financial statements in accordance with the going concern assumption.
7
2.3. Measurement currency and reporting currency
The Company maintains its books of account and prepares their statutory financial statements in Turkish Lira (“TL”) in
accordance with the Turkish Commercial Code, tax legislation and the Uniform Chart of Accounts issued by the Ministry of
Finance. The accompanying financial statements have been prepared on the basis of the Company’s statutory records with
adjustments and reclassifications for the purpose of fair presentation in accordance with Capital Market Board.
2.4 Comparable financial information and reclassification of prior period financial statements
The financial positions with the accompanying notes as of 31.12.2012 and 31.12.2011 and statement of income, cash flow
and changes in equity with the accompanying notes for the year ended 31.12.2012 and 31.12.2011 are presented as
comparatively.
For the comparability of the current financial statements, these financial statements are reclassified if necessary.
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 so as to obtain benefits from its activities.
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.
Minority interests in the net assets of consolidated subsidiaries are identified separately from Group’s equity therein. Minority
interests consist of the amount of those interests at the date of the original business combination and the minority’s share of
changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in
the subsidiary’s equity are allocated against the interests of Group except to the extent that the minority has a binding
obligation and is able to make an additional investment to cover the losses.
The Company 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%.
2.6. Restatement and Errors in the Accounting Policies and Estimates
Material changes in accounting policies or material errors are corrected, retrospectively; by restating the prior periods’
consolidated financial statements. The effect of changes in accounting estimates affecting the current period is recognised in
the current period; the effect of changes in accounting estimates affecting current and future periods is recognised in the
current and future periods.
8
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 7.

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 9).

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).
9
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.
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
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
10
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.
As of 31.12.2012, the buildings were revalued by on independent valuer to reach their fair value (note 11). The revaluation
surplus, unearned income, was credited to “Revaluation fund” in equity.
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 ten 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.
11
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.
Derivative financial instruments
The Company 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 recognised 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 recognised 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 recognised asset or
liability or a highly probable forecast transaction and could affect profit and loss are designated as cash flow hedges by the
Company.
Changes in the fair value of derivatives, designated as cash flow hedges and qualified as effective, are recognised 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 recognised under equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. Otherwise, amounts recognised 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
recognised 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
recognised 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.
Commitments and contingencies
Transactions that may give rise to contingencies and commitments are those where the outcome and the performance of
which will be ultimately confirmed only on the occurrence or non-occurrence of certain future events, unless the expected
performance is not very likely. Accordingly, contingent losses are recognised in the financial statements if a reasonable
estimate of the amount of the resulting loss can be made. Contingent gains are reflected only if it is probable that the gain will
be realized.
12
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.
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.
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.
13
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
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.
EBITDA (Earnings before interest, tax, debreciation and amortisation and employee termination benefits)
EBITDA (Earnings before interest, tax, debreciation and amortisation and employee termination benefits) was monitored by
the Management as perfomance measure of the Company. This measurement does not consider the effetcs of nonrecurring
income and expenses. EBITDA is not a measure of operating income, operating performance or liquidty 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 28).
14
2.9. Standards, amendments and interpretations to existing standards that are not yet effective and have not been
adopted early by the Group
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing
standards have been published but are not yet effective, and have not been adopted early by the Company.
2.9.1 Standards, amendments and interpretations effective in 2012:


IAS 12 (Amendment) “Income Taxes: Recovery of Underlying Assets”
IFRS 7 (Amendment) “Financial Instruments-Disclosures –Transfer of Financial Assets”
2.9.2 Standards, amendments and interpretations effective in 2012 but not early adopted by the Company:












IAS 1 (Amendment) “Presentation of Financial Statements – Presentation of Items of Other
Comprehensive Income”
IAS 19 (Amendment) “Employee Benefits”
IAS 27 (Amendment) “Separate Financial Statements”
IAS 28 (Amendment) “Investments in Associates and Joint Ventures”
IAS 32 (Amendment) “Financial Instruments: Presentation- Offsetting of Financial Assets and Financial
Liabilities”
IFRS 7 (Amendment) “Financial Instruments-Disclosures-Offsetting of Financial Assets and Financial
Liabilities”
IFRS 9 “Financial Instruments- Classification and measurement”
IFRS 10 “Consolidated Financial Statements”
IFRS 11 “Joint Arrangements”
IFRS 12 “Disclosure of Interests in Other Entities”
IFRS 13 “Fair Value Measurement”
IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine”
Management of the Group anticipates that all of the pronouncements detailed in 2.9.2 above will be adopted in the Group’s
accounting policy for the first period beginning after the effective date of the pronouncement. Management of the Group has
decided that these new standards and interpretations have been issued but are not expected to have a material impact on the
Company’s financial statements.
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.
15
NOTE 3 – CASH AND CASH EQUIVALENTS
Cash in hand
Cash in banks
- Demand deposits
- Time deposits
- Demand cheques
- Credit card slips
- Blocked deposits related to Turkish Derivatives Exchange
31.12.2012
31.12.2011
351.137
2.345.866
44.657.907
17.380.519
-3.973.922
1.941.065
7.453.370
-74.000
1.277.581
--
68.304.550
11.150.817
As of 31.12.2012, the maturity dates of time deposit accounts are between 02.01.2013 and 29.01.2013, and the interest rates
vary between 3% and 8,3%.
NOTE 4 – FINANCIAL ASSETS
Financial assets held to maturity
--
4.409.969
Financial assets held to maturity consist of the Company’s own bonds, amounting to TL 4.180.000 of TL 30.500.000, issued
by the Company on July 2010 for reducing the interest expenses.
16
NOTE 5 – FINANCIAL LIABILITIES
Current financial liabilities
Bank borrowings
- USD
- EUR
- TL
Bond issued (TL)
Financial lease payables
- USD
- EUR
Non-current financial liabilities
Bank borrowings
- EUR
Bond issued (TL)
Financial lease payables
- USD
- EUR
31.12.2012
31.12.2011
-22.283.852
1.760.674
167.311
2.253.679
7.009.880
2.247.972
32.162.807
398.760
1.103.572
426.142
--
25.714.169
44.100.480
-50.000.000
2.472.793
--
781.947
3.208.246
1.163.960
--
53.990.193
3.636.753
17
Maturity schedule of Company’s total current and non-current financial liabilities is as follows:
USD
EUR
TL
Total
TL
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
USD
EUR
TL
Total
TL
Due in one year
One to two years
1.193.117
--
2.868.435
1.011.864
34.410.779
--
43.674.338
2.472.793
Total bank borrowings
1.193.117
3.880.299
34.410.779
46.147.131
31.12.2012
31.12.2011
As of 31.12.2012, the principal amount of the loans (murabaha) borrowed by the Company from the Participation Banks is
TL 5.970.908 which comprise 7,5% of total bank borrowings.
The Company 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 Company’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 and the next coupon payment will be paid on 20.03.2013.
The Company has given collaterals to various financial institutions listed under note 13.
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
Maturity schedule of Company’s total current and non current financial lease payables is as follows:
31.12.2012
31.12.2011
Due in one year
One to five years
Future finance charges on finance leases (-)
1.884.665
4.517.741
(909.881)
523.186
1.299.935
(233.019)
The present value of finance lease liabilities:
5.492.525
1.590.102
1.502.332
3.990.193
426.142
1.163.960
5.492.525
1.590.102
Total financial lease payables
The present value of finance lease liabilities:
Due in one year
One to five years
18
DİPNOT 6 – DERIVATIVES
31.12.2012
31.12.2011
Fair value
Contract
Amount
Held for trading
Foreign currency forward contracts
Fair value
Assets
Liabilities
--
--
19.032.820
Contract
Amount
1.416.675
Assets
Liabilities
35.525
--
NOTE 7 - TRADE RECEIVABLES AND PAYABLES
31.12.2012
31.12.2011
5.347
10.852.004
21.895
13.598.111
11.849.405
15.342.790
22.706.756
28.962.796
(305.154)
(760.120)
(630.267)
(568.230)
21.641.482
27.764.299
01.01.31.12.2012
01.01.31.12.2011
Opening balance, 01.01
Charge for the year
568.230
191.890
170.270
397.960
Ending balance, 31.12
760.120
568.230
31.12.2012
31.12.2011
--760.120
--568.230
760.120
568.230
Current trade receivables
Trade receivables
- Related parties (note 26)
- Other
Cheques and notes receivables
- Other
Unearned interest expense (-)
- Other
Allowance for doubtful receivables (-)
The movement table of allowance for doubtful receivables is as follows:
Aging of allowance for doubtful receivables is as follows:
0-3 months
3-6 months
6 months and over
19
Current trade payables
Trade payables
- Other
Notes payables
- Other
Unearned interest income (-)
- Other
31.12.2012
31.12.2011
56.761.550
40.504.170
76.652.448
63.769.976
133.413.998
104.274.146
(712.178)
(826.539)
132.701.820
103.447.607
4.413
95.478
50.986
34.178
1.611.226
588.261
524
1.453.636
765.777
628.523
641.662
613.236
3.653.647
2.649.198
3.285.274
1.428.351
NOTE 8 – OTHER RECEIVABLES AND PAYABLES
Other current receivables
Deposits and guarantees given
Other non-current receivables
Deposits and guarantees given
Other current payables
Advances received
Due to personnel
Related parties (note 26)
Other
Other non-current payables
Deposits and guarantees received
20
NOTE 9 – INVENTORIES
Merchandises
Other inventories
Allowance for diminution in value (-)
31.12.2012
31.12.2011
160.144.733
529.141
118.424.192
180.271
160.673.874
118.604.463
(430.830)
(173.140)
160.243.044
118.431.323
The movement table of allowance for diminution in value is as follows:
01.01.31.12.2012
01.01.31.12.2011
Charged for the year
Reversal of unnecessary provision (-)
173.140
257.690
--
418.678
-(245.538)
430.830
173.140
NOTE 10 – INVESTMENT PROPERTY
Land
31.12.2012
31.12.2011
1.466.181
1.466.181
Investment property consists of 4 pieces of lands located in Tekirdağ and Yalova held for capital appreciation.
21
NOTE 11 – PROPERTY, PLANT AND EQUIPMENT
01.01.2012
Cost
Buildings
Motor vehicles
Other
Accumulated depreciation
Buildings
Motor vehicles
Other
Net book value
Accumulated depreciation
Buildings
Motor vehicles
Other
Net book value
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
01.01.2011
Cost
Buildings
Motor vehicles
Other
Addition
30.575.002
Addition
Disposal
Revaluation
surplus
31.12.2011
8.696.215
17.933.430
7.709
298.004
10.774.298
45.509
-5.418.257
--5.918.964
--
---(53.995)
(5.650)
--
-------
8.696.215
23.351.687
7.709
244.009
16.687.612
45.509
37.755.165
11.337.221
(59.645)
--
49.032.741
613.877
7.680.199
6.850
149.545
4.440.718
45.509
149.225
3.697.060
796
35.757
2.003.031
--
---(53.995)
(3.414)
--
-------
763.102
11.377.259
7.646
131.307
6.440.335
45.509
12.936.698
5.885.869
(57.409)
--
18.765.158
24.818.467
30.267.583
The Group has given collateral and mortgages to various financial institutions listed under note 13.
The Group’s buildings were revalued by Adres Gayrimenkul Değerleme A.Ş., a Residential Real Estate Appraisers, to
reach their fair value.
22
NOTE 12 – INTANGIBLE ASSETS
01.01.2011
Addition
Development expense
Rights
Accumulated
depreciation
48.000.000
14.298.623
-6.216.986
(8.758.302)
(5.022.334)
Net book value
53.540.321
Revaluation
surplus 31.12.2011
317.489 48.317.489
-- 20.515.609
(13.780.63
-6)
Addition
Revaluation
surplus
31.12.2012
-291.198
---
48.317.489
20.806.807
(5.181.309)
--
55.052.462
(18.961.945)
50.162.351
NOTE 13 – PROVISIONS, COMMITMENTS AND CONTINGENT LIABILITIES
a. Collaterals, Pledges, Mortgages (“CPM”)
31.12.2012
Foreign
currency
TL
amount Equivalent
31.12.2011
Foreign
currency
TL
amount Equivalent
63.932.189
47.322.602
A. On behalf of incorporated body
-USD
-EUR
-TL
13.323.699
2.476.538
34.357.289
B. On behalf of consolidated subsidiaries
-TL
23.750.826
5.824.074
34.357.289
15.346.428
946.495
16.021.690
3.900.000
28.987.868
2.313.044
16.021.690
4.900.000
3.900.000
3.900.000
4.900.000
4.900.000
200.000
200.000
200.000
200.000
--
--
--
--
--
--
--
--
C. CPM's given on behalf of third parties for ordinary
course of business
D. Total amount of other CPM's given
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
200.000
200.000
Total
200.000
68.032.189
200.000
200.000
200.000
52.422.602
As of 31.12.2012, the Company’s CPM to equity ratio is 0,2% (2011: 0,2%).
b. Court cases started by the Group and pending as of 31.12.2012 amounted to TL 760.810 (2011: TL 710.888) and as of
the same date court cases started and pending against the Group amounted to TL 186.448 (2011: TL 99.233).
c. As of 31.12.2012, the Group mortgaged its buildings to the extent of TL 2.850.000 at first degree, TL 800.000 at
second degree and TL 3.100.000 at third degree.
23
d. As of 31.12.2012 operational rent expenses, based on maturity dates, is as follows:
31.12.2012
31.12.2011
Less than one year
More than one year and less than four year
More than four year
11.348.852
24.054.804
16.971.382
11.133.543
24.224.329
21.120.549
Total
52.375.038
56.478.421
e. Derivatives
As of 31.12.2012, the Company has entered in forward exchange contracts amounting to USD 10.677.
NOTE 14 – EMPLOYEE TERMINATION BENEFITS
1.414.465
1.337.442
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 3.033,98 per year as of 31.12.2012
(31.12.2011 : TL 2.731,85 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 31.12.2012
the liability for employment termination benefits was calculated based on an annual real discount rate of 4,76%
(31.12.2011: an annual real discount rate of 4,05%) using estimated annual inflation rate of 5,0% and discount rate of
10%.
The movements in the reserve for employment termination benefits during the year are as follow:
01.01.31.12.2012
01.01.31.12.2011
Additions
Disposal
1.337.442
553.410
(476.387)
1.011.148
545.038
(218.744)
1.414.465
1.337.442
24
NOTE 15 – OTHER ASSETS AND LIABILITIES
Other short term current assets
VAT carried forward
Prepaid expenses
Order advances given
Other short term current liabilities
Taxes and dues payable
Social security premiums payable
31.12.2012
31.12.2011
494.288
413.320
4.003.999
1.425.262
335.568
1.210.537
4.911.607
2.971.367
388.891
410.630
235.772
362.958
799.521
598.730
NOTE 16 – SHARE CAPITAL
a) Paid in capital
(Historical cost conversion)
Shares of par value TL 1 each
Issued share capital
120.000.000
60.000.000
In accordance with Board of Director’s decision dated 06.04.2012, numbered 2012/19, the Company has decided to
increase its share capital from TL 60.000.000 to TL 120.000.000. The increase which amounts to TL 60.000.000, TL
30.000.000 will be financed in cash and TL 30.000.000 through a bonus issue out of the share premium account. The
shares representing increased capital was recognized by the Capital Market Board dated 04.05.2012 and numbered
35/517.
25
The Group’s new capital structure is as follows:
As of 31.12.2011 before share
capital increase
SPV Bilişim ve Dış Ticaret A.Ş.
Bimeks Bilgi İşlem ve Dış Ticaret A.Ş. (*)
R.P Explorer (Netherland) B.V. (**)
Ömer Akgiray
Suha Eyisoylu
Muhammed Haluk Sur (***)
Bimeks Bilişim ve Yönetişim A.Ş.
Muhammed Arif Bayraktar
Önder Yüksel
Muhittin Şenel
Erkan Demir
Shares Held by Public
Sales to
public Cash increase
Shareholding
Amount
Revaluation fund
%12,95
-%24,69
%19,17
%3,18
%3,10
%3,10
%2,30
%0,68
%0,68
%0,68
%0,68
%28,79
7.772.887
-14.816.440
11.500.000
1.907.028
1.859.552
1.859.552
1.380.000
409.357
409.357
409.357
409.357
17.267.113
(605.327)
4.100.000
-(4.715.000)
--(300.000)
-----1.520.327
3.583.780
2.050.000
7.408.220
3.392.500
953.514
929.776
779.776
690.000
204.679
204.679
204.679
204.679
9.393.718
%100
60.000.000
--
30.000.000
As of 31.12.2012 after share capital
increase
Shareholding
Amount
14.473.780
--3.392.500
---690.000
----11.443.720
%21,02
%5,13
%18,52
%11,31
%2,38
%2,32
%1,95
%2,30
%0,51
%0,51
%0,51
%0,51
%33,03
25.225.120
6.150.000
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
30.000.000
%100
120.000.000
(*) As of 31.12.2012, the Company has number of 6.150.000 its own shares.
(**)As of 21.03.2012, R.P.Explorer (Netherland) B.V., a shareholder of the Company, sold 4.715.000 number of shares to SPV Bilişim ve Dış Ticaret A.Ş., by the amount of USD
8.124.117.
(***)As of 02.04.2012, Muhammed Haluk Sur, a shareholder of the Company, sold 300.000 number of shares to SPV Bilişim ve Dış Ticaret A.Ş., by the amount of TL 861.000.
SPV Bilişim ve Dış Ticaret A.Ş., as sholders 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.
.
26
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.
31.12.2012
31.12.2011
869.231
869.231
17.266.863
47.266.863
Adjustment to share capital
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 31.12.2012, the Company purchased 6.150.000 own company shares.
Reserve for treasury shares purchased
(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, note 12
Revaluation of property, plant and equipment, note 11
3.538.871
3.790.497
3.538.871
3.050.497
7.329.368
6.589.368
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
(21.960.782)
711.433
(25.930.351)
(21.249.349)
(25.218.918)
g) Retained earnings (loss)
Extraordinary reserves
Previous years loss
27
DİPNOT 17 – REVENUE
Domestic sales
- Sale of goods
- Other sales
01.01.31.12.2012
01.01.31.12.2011
503.411.573
12.134.808
393.519.589
14.981.295
Gross sales
515.546.381
408.500.884
Sales discounts (-)
(21.014.958)
(12.366.671)
494.531.423
396.134.213
NOTE 18 – MARKETING AND SELLING EXPENSES, GENERAL AND ADMINISTRATIVE EXPENSES
01.01.31.12.2012
01.01.31.12.2011
Marketing and selling expenses
General and administrative expenses
54.678.735
17.866.656
44.193.373
17.961.984
Operating expenses
72.545.391
62.155.357
NOTE 19 – COST OF SALES
Merchandises costs
Services rendered costs
Other
402.536.317
2.960.708
216.974
306.674.847
2.103.724
--
405.713.999
308.778.571
28
NOTE 20 – NATURE OF EXPENSES
Nature of expenses consists of cost of sales, research and development, selling, and general and administrative expenses.
01.01.31.12.2012
01.01.31.12.2011
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
553.410
6.895.796
5.824.931
306.674.847
1.710.579
18.063.792
416.688
10.908.203
600.717
3.265.208
1.422.649
11.348.585
299.598
4.941.366
545.038
3.481.103
7.255.555
478.259.390
370.933.928
Rent income
Profit on sale of property, plant and equipment
Advertisement income
Store moving income (*)
Other
283.861
7.652
10.380
1.302.400
639.843
453.975
18.728
10.400
-399.399
Other income
2.244.136
882.502
Loss on sale of property, plant and equipment
Other
-4.934
487
3.254
Other expenses
4.934
3.741
Merchandises costs
Advertising expenses
Personnel expenses
Motor vehicle expenses
Depreciation and amortization
Repair and maintenance expenses
Freight expenses
Consulting expenses
Rent expenses
Communication expenses
Office expenses
Retirement pay provision
Franchise expenses
Other
NOTE 21 – OTHER INCOME AND OTHER EXPENSE
(*) 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 managemet of
the shopping mall.
29
NOTE 22 – FINANCING INCOME
Foreign exchange gain
Interest income
Fair value gains on forward exchange contracts
Unearned interest on payables
Other
Financing income
01.01.31.12.2012
01.01.31.12.2011
7.828.564
822.118
37.062
1.473.073
10.518
7.845.944
827.484
425.095
1.228.082
--
10.171.335
10.326.605
5.767.507
8.989.128
1.262.321
6.963.169
1.267.951
948.652
17.271.433
6.345.892
1.191.117
6.294.236
412.271
870.243
25.198.728
32.385.192
NOTE 23 – FINANCING EXPENSE
Foreign exchange losses
Interest expense
Unearned interest on receivables
Unearned interest on credit card
Fair value losses on forward exchange contracts
Other
Financing expense
30
NOTE 24 – 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:
Corporate tax provision
Prepaid taxes (-)
31.12.2012
31.12.2011
1.696.497
(1.001.231)
652.609
--
Corporate tax provision, net
695.266
652.609
Deferred tax assets, net
(64.567)
(303.157)
630.699
349.452
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:
31
Cumulative temporary
difference
Deferred tax asset
Temporary differences arising
from restating non-monetary assets
Provision for doubtful receivables
Unearned interest on receivables
Initial public offer
Other
Deferred tax liability
Temporary differences arising
from restating non-monetary assets
Unearned interest on payables
Other
Deferred tax
31.12.2012
31.12.2011
31.12.2012
31.12.2011
1.991.565
1.414.465
313.450
305.154
2.166.420
696.324
70.866
1.337.442
475.888
630.267
2.166.420
372.175
398.313
282.893
62.690
61.031
433.284
139.265
14.173
267.488
95.178
126.054
433.284
74.435
1.377.476
1.010.612
1.289.427
142.436
10.180
1.145.424
165.308
3.037
1.442.043
1.313.769
6.447.135
712.178
20.382
5.727.117
826.539
15.186
The movement of deferred tax account is as follows:
01.01.31.12.2012
01.01.31.12.2011
(303.157)
423.590
-(185.000)
(1.275.505)
602.562
433.284
(63.498)
(64.567)
(303.157)
Earnings per share:
Profit for the period
Profit (loss) attributable to non controlling interests
2.210.935
(1.317)
3.970.412
(843)
Profit from attributable to equity holders of the parent
2.209.618
3.969.569
Weighted average number of ordinary shares in issue
99.616.438
55.611.748
0,02
0,07
Opening balance as of 01 January
Deferred tax income
Deferred tax effect of initial public offer expenses
Deferred tax effect of economic assets and revaluation surplus
Ending balance as of 31 December
NOTE 25 –EARNING (LOSS) PER SHARE
Earnings per share – TL, full
32
NOTE 26 – RELATED PARTY DISCLOSURE
a) Trade receivables - current
Due from Shareholders
31.12.2012
31.12.2011
3.190
2.157
649
21.246
5.347
21.895
524
--
5.136
636.526
524
641.662
b) Other liabilities – non current
Due to shareholders
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 31.12.2012 TL 1.804.500 (31.12.2011:
TL 571.220).
33
NOTE 27 – 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
Demand deposits
Variable interest rate financial instruments
31.12.2012
31.12.2011
17.380.519
29.537.051
-43.174.497
50.167.311
4.562.736
As of balance sheet dates, the Group’s annual effective interest rates are as follows:
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
2011 (%)
USD
EUR
GBP
TL
Assets
Trade receivables
%0,4
%1,1
--
%11,2
Liabilities
Trade payables
%8,1
%0,6
%8,5
--
---
%13,0
%11,5
As of 31.12.2012, 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 60.719
(31.12.2011:12.096 TL) for an increase and for a decrease in value of TL.
34
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
31.12.2012
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
but not impaired
-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 Derivative
amounts instruments
--
Other
--
--
--
--
--
--
5.347
21.636.135
--
55.399
62.038.426
-----
--760.120
(760.120)
-----
-----
-----
5.347
21.636.135
--
55.399
62.038.426
Other receivables
Related
Other
Parties
party
Bank
amounts
Derivative
instruments
Other
--
--
-- 6.266.124
-----
-----
-- 6.266.124
Receivables
31.12.2011
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
but not impaired
-Carrying amount secured with collateral
- Overdue (gross carrying amount)
- Impairment (-)
Maximum exposure to credit risk as of
31.12.2011 (A+B)
Trade receivables
Related
Other
Parties
party
--
--
--
--
--
21.895
27.742.404
--
129.656
7.453.370
-----
--568.230
(568.230)
-----
-----
-----
21.895
27.742.404
--
129.656
7.453.370
-- 3.623.447
-----
74.000
----
-- 3.697.447
35
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:
Book value
Total cash out
flow
Within 3
months
3 to 12
months
Contractual maturities
Bank borrowings
Lease commitments
74.211.837
5.492.525
74.908.756
6.556.982
8.331.234
390.459
16.577.522
1.174.718
50.000.000
4.991.805
---
Non derivative financial liabilities
79.704.362
81.465.738
8.721.693
17.752.240
54.991.805
--
31.12.2012
Book value
Total cash out
flow
Within 3
months
3 to 12
months
Expected maturities
Trade payables and due to related parties
Other liabilities
132.701.820
8.454.183
133.413.998
8.454.183
130.556.457
5.168.909
2.857.541
--
-3.285.274
---
141.156.003
141.868.181
135.725.366
2.857.541
3.285.274
--
31.12.2012
Book value
Total cash out
flow
Within 3
months
3 to 12
months
(19.032.820) (19.032.820)
19.032.820 19.032.820
---
---
---
--
--
--
31.12.2012
Derivative cash inflow
Derivative cash outflow
---
Derivative financial liabilities
--
--
--
1 to 5 Over 5
years years
1 to 5 Over 5
years years
1 to 5 Over 5
years years
36
Book value
Total cash out
flow
3 to 12
months
1 to 5 years
Over 5
years
Contractual maturities
Bank borrowings
Lease commitments
46.147.131
1.590.102
46.688.647
1.848.377
38.434.432 5.525.585
108.878 333.096
2.728.630
1.406.403
---
47.737.233
48.537.024
38.543.310 5.858.681
4.135.033
--
31.12.2011
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5 years
Over 5
years
Expected maturities
Trade payables and due to related parties
Other liabilities
103.447.607
5.362.198
104.274.146
5.362.198
103.330.730
3.933.847
943.416
--
-1.428.351
---
108.809.805
109.636.344
107.264.577
943.416
1.428.351
--
31.12.2011
Book value
Total cash out
flow
Within 3
months
3 to 12
months
1 to 5 years
Over 5
years
---
(1.416.675)
1.416.675
(1.416.675)
1.416.675
---
---
---
(35.525)
(35.525)
(35.525)
--
--
--
31.12.2011
Derivative cash inflow
Derivative cash outflow
Derivative financial liabilities
Within 3
months
37
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 2012.
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:
31.12.2012
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
714.891
EUR
--
TL
Equivalent
1.274.365
5.663.492
--6.378.383
-----6.378.383
22.266.576
223.696
--22.490.272
-438.655
--438.655
22.928.927
575.604
--575.604
-----575.604
1.583.854
9.944.901
--11.528.755
-1.364.224
--1.364.224
12.892.979
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)
----
----
----
38
31.12.2011
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
933.690
EUR
--
TL
Equivalent
1.763.647
809.759
--1.743.449
-----1.743.449
25.740.994
1.418.721
--27.159.715
-616.210
--616.210
27.775.925
256.177
--256.177
-----256.177
1.442.914
2.868.435
--4.311.349
-1.011.864
--1.011.864
5.323.213
2.155.599
--3.919.246
-----3.919.246
52.148.357
9.689.705
--61.838.062
-3.636.752
--3.636.752
65.474.814
750.000
750.000
--
----
1.416.675
1.416.675
--
(25.282.476)
(5.067.036)
(60.138.893)
(26.032.476)
(5.067.036)
(61.555.568)
----
----
----
39
Foreign currency sensitivity analyses are as follows:
31.12.2012
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 (-)
(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
+/- 10% fluctuation of USD rate:
USD net asset / liability
Secured portion from USD risk (-)
(4.917.274)
--
4.917.274
--
(4.917.274)
--
4.917.274
--
USD net effect
(4.917.274)
4.917.274
(4.917.274)
4.917.274
+/- 10% fluctuation of EUR rate:
EUR net asset/ liability
Secured portion from EUR risk (-)
(1.238.282)
--
1.238.282
--
(1.238.282)
--
1.238.282
--
EUR net effect
(1.238.282)
1.238.282
(1.238.282)
1.238.282
Total effect
(6.155.556)
6.155.556
(6.155.556)
6.155.556
31.12.2011
40
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:
31.12.2012
31.12.2011
Total liabilities (note 5)
Cash and cash equivalents (note 3)
79.704.362
(68.304.550)
47.737.233
(11.150.817)
Net debt
Equity
11.399.812
115.224.195
36.586.416
93.537.735
Total share capital
126.624.007
130.124.151
9%
28%
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.
41
NOTE 28 – SUPPLEMENTARY CASH FLOW INFORMATION
01.01.31.12.2012
01.01.31.12.2011
6.527.483
5.181.309
553.410
191.890
(1.473.073)
1.262.321
8.989.128
(822.118)
(12.835)
(7.652)
257.690
5.885.869
5.022.334
545.038
397.960
(1.228.082)
1.191.117
6.345.892
(827.484)
(35.098)
(18.241)
--
20.647.553
17.279.305
2.175
11.706.617
3.627
10.904.576
11.708.792
10.908.203
30.773.437
37.532.287
30.773.437
37.532.287
30.773.437
(15.027.393)
(11.708.792)
(553.410)
37.532.287
(22.058.587)
(10.908.203)
(545.038)
3.483.842
4.020.459
Adjustments to reconcile net loss before taxation to
net cash provided by operating activities:
Depreciation expense, note 11
Amortisation charge, note 12
Provision for employee termination benefits, note 14
Allowance for doubtful receivables, note 7
Unearned interest on payables, note 22
Unearned interest on receivables, note 23
Interest expense, note 23
Interest received, note 22
Provisions
Profit (loss) on sale of property, plant and equipment, net
Provision for inventories, note 9
Depreciation expense and amortization charged to:
Cost of sales
Operating expenses
As of 31.12.2012 and 31.12.2011 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
42
NOTE 29 – POST BALANCE SHEET EVENTS
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. The new capital structure of the Company is as follows after the transfer:
Share capital as of
31.12.2012
Shareholding
R.P Explorer (Netherland) B.V.
Ömer Akgiray
Suha Eyisoylu
Muhammed Haluk Sur
Bimeks Bilişim ve Yönetişim A.Ş.
Muhammed Arif Bayraktar
Önder Yüksel
Muhittin Şenel
Erkan Demir
Shares Held by Public
Other
%21,02
%5,13
%18,52
%11,31
%2,38
%2,32
%1,95
%2,30
%0,51
%0,51
%0,51
%0,51
%33,03
--
Amount
Share capital as of
06.02.2013
Transfer Shareholding
25.225.120
-6.150.000
-22.224.660
-13.570.000
-2.860.542
-2.789.328
-2.339.328
-2.760.000 (1.406.000)
614.036
-614.036
-614.036
-614.036
-39.624.878
--- 1.406.000
%100 120.000.000
--
%21,02
%5,13
%18,52
%11,31
%2,38
%2,32
%1,95
%1,13
%0,51
%0,51
%0,51
%0,51
%33,03
%1,17
Amount
25.225.120
6.150.000
22.224.660
13.570.000
2.860.542
2.789.328
2.339.328
1.354.000
614.036
614.036
614.036
614.036
39.624.878
1.406.000
%100 120.000.000
CONTACT DETAILS OF BIMEKS STORES AT THE END OF THE PERIOD
NO
1
2
3
4
5
6
STORE
(KDK) Kadıköy
(ICR) İçerenköy
(HRM) Haramidere
(ACB) Acıbadem
(KNY) Konya
(IZM) Çiğli
ADDRESS
Mühürdar Cad. No:54/1 81300 İSTANBUL
İçerenköy CarrefourSA Alışveriş Merkezi B-1 İSTANBUL
Beylikdüzü CarrefourSA Alışveriş Merkezi E-30 İSTANBUL
Tepe Nautilus Alışveriş Merkezi, Fatih Sok. No:11, Acıbadem İSTANBUL
Kule Site Alışveriş Merkezi, Feritpaşa Mah. Kule Cad. No:2 Zemin Kat KONYA
Tesco Kipa Alışveriş Merkezi, Yeni Havaalanı Yolu No:41-42-52 İZMİR
7
8
9
10
11
12
13
14
(MLT) Maltepe
(ANT) Antalya Özdilek
(AKK) Akköprü
(KYS) Kayseri
(BRF) Forum Bornova
(YSL)
YeşilköyTeknoport
(ESK) Espark
(DNZ) Denizli
15
16
17
(TRB) Trabzon
(ETL) Etlik
(AYD) Aydın
18
19
(OSG) Osmangazi
(MTR) Metrocity
20
(BFR) Forum
Bayrampaşa
(BHC)
MetroportBahçelievle
r
(PND) Neomarin
Pendik
(NVS)
ForumKapadokya
(KMR)
Kahramanmaraş
(KSA) Kastamonu
(ISK) İskenderun
Maltepe CarrefourSA Alışveriş Merkezi 73/30, Tugay Yolu, Cevizli Mah. İSTANBUL
Fabrikalar Mah. Fikri Erten Cad. Özdilek Park AVM No: 1B13 ANTALYA
Konya Devlet Yolu ANKAmall Alışveriş merkezi B1-14, 15, 16, 16A Akköprü ANKARA
Kayseri Park Alışveriş Merkezi, Alparslan mah. Bitlis bulvarı No:08C KAYSERİ
Forum Bornova Alışveriş Merkezi Kazım Dirik Mahallesi, 372 Sokak 35040 İZMİR
Atatürk Havalimanı Karşısı Çoban Çeşme Kavşağı Dünya Ticaret Merkezi A1-A2-A3Blok
İSTANBUL
Eskibağlar mah. Üniversite Cad. Espark Alışveriş merkezi No:1 B029 ESKİŞEHİR
Forum Çamlık Alışveriş Merkezi İncili pınar Caddesi Çamlık Mahallesi Demokrasi
Meydanı DENİZLİ
100. Yıl Parkı Yanı Forum Trabzon Alışveriş Merkezi No: B 13 TRABZON
Forum Ankara Outlet Ovacık Mahallesi Yozgat bulvarı Etlik ANKARA
Forum Aydın AVM Ilıcabaşı Mahallesi Müze Bulvarı Aydın Denizli Karayolu Tekstilyanı
AYDIN
Cemal Nadir Caddesi Zafer Plaza AVM Osmangazi BURSA
Büyükdere Caddesi Metrocity Alışveriş Merkezi Kat: -4 NO:408 1.Levent 34330
İSTANBUL
Sağmalcılar mahallesi Forum İstanbul AVM No: GF Blok 060 İSTANBUL
21
22
23
24
25
26
27
28
29
30
31
32
33
(AST) ACity AVM
(MNS) Manisa
(GAN) Bedesten AVM
(DYB) Diyarbakır
(SMS) Samsun
(MRF) Forum
Marmara
(IZT) İzmit
34
35
36
37
38
(BTM) Batman
(ERZ) Erzincan
(MLY) Malatya
(FTH) Fethiye
(DZC) Düzce
Metroport Alışveriş ve Yaşam Merkezi Kültür Sokak No:1 34180 İSTANBUL
Kaynarca Mahallesi E-5 Yolu Üzeri Tersane Kavşağı No:9 İSTANBUL
Yeni mahalle Forum Kapadokya AVM GF Blok No: 51 NEVŞEHİR
Selçuklu Mahallesi Doktor Sait Bulvarı No: 70 Arnelia AVM No: 22-23-24
KAHRAMANMARAŞ
Cebrail Mah. Plevne Caddesi No: 62/A KASTAMONU
Prime Development AVM Numune mahallesi Eyüp Sultan Caddesi No:1 31200
İSKENDERUN
Fatih Sultan Mehmet Bulvarı No:244/F.254 İstanbul yolu Yenimahalle ANKARA
1. Anafartalar mahallesi Konuk caddesi NO:20/A-B MANİSA
Bedesten AVM İstasyon caddesi Bey mah. No:25 GAZİANTEP
Turgut Özal Bulvarı Aydın Kent Şelale Evleri NCity AVM No.1/ 75B DİYARBAKIR
Makro AVM Kıran Mahallesi 1379 Sokak No:1 106-107 İlkadım SAMSUN
Osmaniye Mahallesi Çobançeşme Koşuyolu Bulvarı No:3 Bakırköy İSTANBUL
Körfez mah. Şehit Rafet Karacan cad. yürüyüş yolu Real otopark yanı no:50/1 İzmit
KOCAELİ
Cumhuriyet Mahallesi, Atatürk Bulvarı, NO: 166/A - BATMAN
Atatürk Mah. Nerim Tombul cad. no 19/A ERZİNCAN
Çevreyolu Niyazi Mısri Cami yanı istikbal plaza No: 5 Nalçacılar MALATYA
Cumhuriyet Mah. Hükümet Cad. Sivriler İş Hanı No:3 /A MUĞLA
Cedidiye Mahallesi Bolu Caddesi No: 48 DÜZCE
39
40
41
42
43
44
45
46
47
(CRM) Çorum
(ADA) ADAPAZARI
(VAN) VAN
(URF) URFA
(NLF) BURSA NİLÜFER
(BLU) BOLU
(BAF) BAFRA
(ELZ) ELAZIĞ
(ANY) ANTAKYA
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
(AKY) AKÇAY
(KTY) KÜTAHYA
(SYH) SEYHAN
(USK) UŞAK
(SVS) SİVAS
(UBY) ÜMRANİYE
BUYAKA
(FTS) FATSA
(CNR) ÇANKIRI
(LAR) LARA
(ALN) ALANYA
(AKH) AKHİSAR
(SKE) SÖKE
(AKS) AKSARAY
(EGK) KONYA EREĞLİ
(BOD) BODRUM
(SRK) ŞARKÖY
(MGL) MUĞLA
(CEK) ÇEKMEKÖY
66
67
68
69
(EDR) EDİRNE
(CNK) ÇANAKKALE
(DRN) KOCAELİ
(ORU) ORDU
Yeniyol Mahallesi Kulaksızlar Sokak No: 13/D Çorum (Kulaksız Camii Yanı) ÇORUM
Cumhuriyet mahallesi Bankalar Caddesi No: 19 Adapazarı-SAKARYA
Mareşal Fevzi Çakmak Caddesi Kültür Sarayı Karşısı Canerler İş Merkezi No: 2 VAN
Mimar Sinan mahallesi Tekel Caddesi Akgün Apartmanı No: 16/A ŞANLIURFA
Orhaneli Kavşağı Nilüfer CarrefourSA Alışveriş Merkezi 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 Sokak No: 30-30 A ELAZIĞ
Aksaray mahallesi, Şükrü Balcı Caddesi, Prime Mall A.V.M. No: BF01-028 Antakya
HATAY
Yasa Outlet A.V.M, Otogar Karşısı, Akçay Girişi Akçay Edremit BALIKESİR
Servi Mahallesi, Mithatpaşa Caddesi No: 1/12 Hilton Oteli Altı KÜTAHYA
Yeni Mahalle, 87071sokak M1 Alışveriş Merkezi Seyhan ADANA
İslice Mahallesi Polis sokak No:16 UŞAK
Rıfat Paşa Mahallesi, İnönü Bulvarı İstasyon Caddesi No:43/A SİVAS
Balkan Caddesi Buyaka Alışveriş Merkezi No: 16/B Tepeüstü Ümraniye İSTANBUL
Dumlupınar mah. Sahil Cad. No: 233 Fatsa ORDU
Buğday Pazarı Mah. Çarşamba Pazarı Cad. Yunus A.V.M. 1.Bodrum Kat No: 22 ÇANKIRI
Fener Mahallesi, Tekelioğlu Cad. She Mall A.V.M. 1.kat Muratpaşa ANTALYA
Oba Kasabası, Göl Mahallesi Çevreyolu Cad. 4/A No:2 ANTALYA
Paşa Mah. 28.sokak No:10/A Akhisar MANİSA
Konak Mah. Yağcı sokak No:11 Söke AYDIN
Taşpazarı Mah. Ebufeyz Elçibey Cad. Kültürpark Site A.V.M. 1.kat No:14 AKSARAY
Sümer Mah. Rasim Erel Cad. Ereğli Park Site A.V.M. Zemin Kat No:1 Ereğli KONYA
Cumhuriyet Cad. Kemer mevkii Midtown A.V.M. Ek1 No:B-003 Bodrum MUĞLA
Cumhuriyet Mah. Atatürk Cad. No:35 Şarköy TEKİRDAĞ
Emirbeyazıt mah.Aydın yolu Bilginler apt. zemin kat MUĞLA
Sultançiftliği mah. Turgut Özal Bulvarı No:127 Kardiyum A.V.M. Taşdelen ÇEKMEKÖY
İSTANBUL
İstasyon Mah. Talatpaşa Caddesi Edirne Kipa AVM 1. Kat No: N8B EDİRNE
İsmet Paşa mah. Asaf Paşa Cad. No: 50/A ÇANAKKALE
Deniz mahallesi Ergenekon Cad. Kipa A.V.M. No: 9 DERİNCE KOCAELİ
Yeni mahalle İsmet Paşa Cad. No: 29/A ORDU

ANNUAL REPORT

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