corporate presentation - esas · to deliver high growth through practicing high standards of ......

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CorporatePresentation

October 2015

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Table of Contents

Overview 3

Management 12

Portfolio Companies 15

Esas Properties 22

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Overview

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THREE MAIN BUSINESS AREAS OF WHICH THE MAIN FOCUS IS ON DIRECT INVESTMENTS

‒ Manages Esas Shareholders’ liquid assets

‒ Family office manages total assets of more than US$ 3 billion

Asset Management

‒ Focuses on strategic and financial investments mostly in Turkey since 2000

‒ Esas invested over US$ 500m of equity in its portfolio

Private Equity‒ Acquires and develops commercial

real estate in Turkey and abroad

‒ Esas invested over EUR 400m in real estate in a period of four years

Real Estate

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Established NameFounded in 2000 by first and second generation Sabancifamily members ascended from Mr. Sevket Sabanci, Esas is one of the leading investment companies of Turkey

Sabanci Family is one of the most regarded and influential names in Turkey, who has been active in the Turkish business community for more than five decades

Unique Investment and Management CapabilityESAS shareholders’ Sabanci name and strong management team coupled with solid relationships in the business community allows ESAS to source investment opportunities

Management who combines over 200 years of experience in Turkish and international business landscape, has the ability to deliver high growth through practicing high standards of governance and operational know-how

Strong Track RecordOver the last seven years, revenues of the portfolio companies have increased from US$ 797m to US$ 2.398min 2014(1)

Extraordinary financial performance between 2010 and 2014

‒ Topline growth of 31% (CAGR)

‒ EBITDA growth of 59% (CAGR)

ESAS IS AN INVESTMENT COMPANY ESTABLISHED AND FUNDED BY SEVKET SABANCI AND HIS FAMILY

1) Air Berlin and Esas Properties are not included

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INVESTMENT APPROACH

is a dynamic decision taker with local expertise, global know-how and entrepreneur approach

brings operational experience, strong financing capabilities, reputability, business network, sector intelligence and best in class human resources to our portfolio companies

does not involve in day-to-day operations of its portfolio companies but aims to contribute to the business at board level in strategic decisions, banking relations, M&As, business development and corporate governance

aims to exit in 4 to 6 years, however unlike other private equity companies, Esas has the flexibility to wait longer since it utilizes the funds from its own balance sheet rather than the limited partners

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INVESTMENT RATIONALE

Esas aims to invest in Turkish companies

with sustainable EBITDA level and major growth potential

which are market leaders or strong candidates

having the potential to create value with our industry experience coupled with access to unique financing options

Outside of Turkey, Esas is invests in international companies

having sound business strategies and strong market position with attractive value realization potential

with talented and experienced management teams

having continental and global ambitions

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WE ARE OPERATORS

Value Creation PlanWe define our value creation initiatives. Paradigm shift and strategic direction are our main focuses to create market leading companies.

Key Business PrioritiesAs per the value creation model , Key Business Priorities (KBP) and 100-300-600 day plans (for institutionalization, growth andinfrastructure) are identified to create value.

Guidance & MonitoringHands on operational approach: Executive Officers harness a variety of talents within the firms to deliver the best guidance to the portfolio companies. Active Boards are strengthened with best international / local industry experts.

GuidanceThe Executive Officers with a wide sector expertise offer distinct strategies and fresh ideas to our portfolio companies in order to maximize growth potential

Operational Improvements & GrowthThe Executive Officers with a wide sector expertise offer distinct strategies and fresh ideas to our portfolio companies in order to maximize growth potential

FinanceOur central finance team offers portfolio companies access to best source of capital

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ESAS HOLDING IN NUMBERS (2010 – 2014)

11Portfolio Companies

1 Investment Abroad

2.2bnAssets Under Management(US$)

2 new acquisitions in 2014

%59EBITDA Growth (CAGR 2010-14)

2014 EBITDA US$ 513m

1) Air Berlin and Esas Properties are not included

Net Sales Developments (TL in million) Sales Breakdown (2014)

Aviation65%

Retail & Entertaiment

14%

Logistics12%

Healthcare3%

Food & Beverage

6%

0

1000

2000

3000

4000

5000

6000

2010 2011 2012 2013 2014

2.4bnTotal Sales 20141 (US$)

2010 US$ 797m

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ESAS HOLDING HAS A CUSTOMER BASE OF 42 MILLION IN 2014AND CONTINUES TO INVEST IN CONSUMER ORIENTED SECTORS

Aviation16 million guests

Healthcare1m patients

Entertainment23m admissions

Retail2 million customers

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HISTORY SINCE 2005

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Management

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BOARD OF DIRECTORS

Sevket Sabanci, ChairmanŞevket Sabanci was born in Kayseri in 1936. He graduated from Manchester University with a degree in Textile Engineering. Mr. Sabanci held various managerial positions at Sabanci Holding's textile companies and then started representing Sabanci Holding abroad in 1980. Also a founding member of Vaksa, Mr. Sabanci was the Vice Chairman of Sabanci Holding and played a vital role in Sabanci Holding's successful progress. Preserving his stake in SabanciHolding, he initiated ESAS’ establishment in 2000. Mr. Sabanci still leads the company as Chairman of the Board of Directors.

Emine Sabanci Kamisli, Vice ChairmanEmine S. Kamisli was born in Adana in 1966. She received her BSc Degree in Economies of Industry and Commerce from The London School of Economics in 1987. Mrs. Kamisli worked for Willis Corroon reassurance brokerage company in London and returned back to Turkey in 1989. She joined Aksigorta as the Director of Commerce. She had responsibilities such as the Executive Board Member of Aksigorta, Akhayat and Sabanci Holding prior to the establishment of Esas. Mrs. Kamisli co-founded ESAS along with Mr. Sevket Sabanci in 2000 and is currently in charge of treasury and wealth management of Esas.

Ali Sabanci, Member of the BoardAli Sabanci was born in Adana in 1969. After specializing in Politics and Economics at Tufts University in US, he worked for Morgan Stanley & Co. Inc. until the year 1993. He received his MBA degree with a major in International Finance at Columbia Business School in 1995 and then returned to Turkey. He had various duties in Akbank. In 1997, Ali Sabanci assumed the responsibility of Head of Projects in Sabanci Holding, then became the Executive Vice President of Strategy and Business Development in 2001. Mr. Sabanci, Chairman of Pegasus Airlines since 2005 manages Esas’ aviation investments.

Erhan Kamisli, Member of the BoardErhan Kamisli was born in Adana in 1964. He graduated from California State University with a degree in Marketing and International Business Administration. Mr. Kamisli started his career in Exsa and held various positions in Akcimento. Then he served as Cement Group President at Sabanci Holding while holding chairman positions in Akcansa and Cimsa. Mr Kamisli joined Esas in 2008 as a Board Member and he is also currently the Chairman of Medline Health Group and Esas Properties.

Cagatay (Chaatai) Ozdogru, Member of the Board & CEOPlease see the next slide.

Inan Tanriover, Member of the Board & CFOPlease see the next slide.

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EXECUTIVE OFFICERS

Cumhur Kuscuoglu / Inan Tanriover / Cagatay Ozdogru / Babur Celebi / Sami Vodina / Benan Cetin

Cumhur Kuscuoglu, Investment & BusinessDev. Director

Cumhur Kuscuoglu was born in 1972 in Ankara. He earned BA degree from BogaziciUniversity in 1996. Between 1996 and 2002 Mr. Kuscuogluserved in the Audit Department as a Manager in Arthur Andersen. Between 2002 and 2007, he was a Director at Ernst & Young, supervising the M&A advisory services in Turkey and Southeast Europe. In May 2007, he joined Carlyle Group as the Director of MENA Buyout Fund and worked till the end of 2009. He joined Esas in December 2009.

Inan Tanriover,Member of the Board &CFO

Inan Tanriover was born in 1956 in Samsun. He studied Marketing at Ege University in Izmir and graduated in 1977. Mr. Tanriover worked for Ziraat Bank between 1977 and 2001 and has been appointed to London office twice between 1987-1992 and 1996-2001 as Senior Country Manager. In 2001, he joined Sabanci Holding’s International Trade Group in London as Finance Director. He was the Executive Board member of Sekerbankbetween 2006 and 2007. Mr. Tanriover joined Esas in June 2007 as CFO

Cagatay (Chaatai) Ozdogru, Member of the Board & CEO

Cagatay Ozdogru was born in Istanbul in 1966. He graduated from Istanbul Technical University with a degree in Electronics & Telecommunications Engineering in 1989 and received his MS degree in Telecommunications Engineering from George Washington University in 1991. Prior to joining Esas in 2005, Mr. Ozdogru was the President of IT & Telecommunications in SabanciHolding between 2002 and 2005. Between 1997 and 2001, he held various positions at France Telecom Group where his last post was Vice President of REEMEA region (Russia-East Europe-Middle East & Africa). He was promoted to CEO of Esas in January 2010..

Babur Celebi, President of Food &Beverage Group

Babur Celebi was born in 1956 in Istanbul. Mr. Celebiearned BA degree from Georgia State University in 1980. He received his MBA degree from GSU in 1983. He completed Columbia University’s Senior Executive MBA program in 2000. He began his career in 1982 in US and held various positions in Unilever Group. Then he was a board member at Evyap. Prior to joining Esas, he was the CEO of Dogan Online. He acted as a VP of Consumer Products and GM of Marketing Group in Ulkerfrom 2003 to 2008. He joined Esas in 2010.

Sami Vodina, Auditor

Sami Vodina was born in 1946 in Biga. He graduated from İstanbul University with a degree in Economics. Mr. Vodina, certified public accountant, started his career in 1971 and held various positions at Netaş and Bimsa. Mr. Vodina also served in Aksigorta as Vice President between 1985 and 2005. He is the auditor of Esas since 2005

Benan Cetin,Finance Director

Benan Cetin was born in 1970 in Izmir. He graduated from Dokuz Eylul University with a BA degree in Economics in 1994. Mr. Cetin started his career in Sabanci Bank PLC London. During his period in Sabanci Bank, he had served in various departments including Treasury and Foreign Trade. He then joined Emirates Bank International London in 2001. In 2002, Mr. Cetin joined Sabanci Foreign Trade Group and got his AMCT degree in 2005. Mr. Cetin joined Esas in 2008.

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Portfolio Companies

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‒ Nuts, dried fruits and sweets production and distribution company

‒ Acquired in Feb 2008

Food & Beverage‒ Second largest German Airline

‒ %12 shareholding


Aviation

‒ Largest private airline company in Turkey

‒ Acquired in Jan 2005

‒ Hospital chain and emergency healthcare services

‒ Acquired in Oct 2007

Healthcare

‒ Acquisition and development of commercial real estate

‒ Established in Mar 2009

Real Estate

‒ Largest cinema chain in Turkey

‒ Publicly traded

‒ Acquired in Sept 2010

Retail and Entertainment

‒ Leading sports club chain in Turkey

‒ Acquired in Nov 2011

‒ Multibrand shoe retail company


‒ Leading freight Ro-Ro operator in Mediterranean region

‒ Acquired in Sep 2014

Logistics

SELECTED PORTFOLIO COMPANIES

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PORTFOLIO COMPANIES - I

‒ Joint Control (35%)

‒ Strategic Investment

‒ Mars Cinema Group (MCG) is the leading movie exhibitorin Turkey with its 69 locations and 612 screens in 26 cities.With its ‘out-of box’ management approach, MCG haschanged the vision of the Turkish cinema market and alsohas brought the new film technologies to Turkey, andcreated a brand new cinema experience.

Entertainment Entertainment



‒ Mars Sportif is the leading health club operator of Turkeywhich runs two different brands/concepts in its body:MAC and MacFit. MAC is the premium gym concept ofMars Sportif which operates six state of the art sportsfacilities in three cities of Turkey with over 12,000members. Mars Sportif’s newly established affordablegym concept MacFit, aims making it both easy and moreaccessible for everybody to exercise. MacFit currentlyoperates sixteen health clubs in Istanbul, Ankara, İzmir,Adana and Bursa with more than 56.000 members. Theaim is to reach 60 clubs by the end of 2016 and makeTurkey a fitter place!

www.marsathletic.com & www.macfit.com.trwww.cinemaximum.com.tr

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PORTFOLIO COMPANIES - II

‒ Majority (60%)


‒ Ayakkabı Dünyası is one of the largest footwear retailers ofTurkey, selling more than 2 million pairs of shoes annuallythrough its 45 stores. The Company which is established in1923, has accumulated unparalleled knowledge and strongheritage in footwear business along with a highlyrecognized and trusted brand name in Turkey. AyakkabıDünyası, which opened its first store in 1996, is also the firstmover in multi branded footwear retail in Turkey.

Retail Food & Beverage

‒ Minority (30%)

‒ Strategic Co-Investment

‒ Acquired by Esas Holding in 2008, Peyman is one of theleading players of Turkish edible nuts and dried fruitsmarket. Since Esas’ acquisition, the company increased itsrevenues by five folds and become the second largestplayer in Turkish market. The company is active in localmarket with five well known house brands includingBahçeden, Dorleo, Çitliyo, Nutzz and Peyman. In additionto Turkey, the company is exporting its products to 40different countries

www.peyman.com.trwww.ayakkabidunyasi.com.tr

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PORTFOLIO COMPANIES - III

‒ Majority (65,5%)


‒ Fastest growing airline in Europe; has brought ‘Low Cost’airline model to Turkey. In 2013, 16,8 million guests aroundthe world flew with Pegasus. The company serves to 78domestic & international destinations via Turkey’s youngestfleet of 54 aircrafts with an average age of 4 years. In April2013, Pegasus realized the largest IPO of the year in Turkeyat which the company sold 34.5% of its issued shares. Themarket cap of the company is increased from TL 1.8 billionto TL 2.6 billion since its initial offering date. The proceedsof the IPO will be utilized to fuel the expansion of theoperations and improve its international presence.

Aviation Aviation

‒ Minority (12%)

‒ Financial Investment

‒ Germany’s second, Europe’s fifth largest airline with144 operational aircraft flying more than 128 destinationsthroughout the world. Employs more than 8,900 peopleand carried a total of c.31.5 million passengers in 2013.With its 12% stake, Esas Holding is the second largestshareholder of Air Berlin.

www.airberlin.comwww.flypgs.com

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‒ Wholly owned (100%)


‒ Purchased in 2008, Esasli Food produces and sellsdelicatessen meat and frozen products under the brandnames of Esasli and Bonservis. The company also producesprivate label products for nation wide retailers of Turkey.The company utilizes a factory with an annual productioncapacity of 10.640 tons and a total closed area of 10.250m2 located in Antalya. The product portfolio of thecompany includes Turkish style spiced sausage, hot dog,and salami along with doner, precooked and frozenmeatballs, cordon bleu, and schnitzel.

Food Food

‒ Majority (99%)

‒ Greenfield Investment

‒ Bonservis was established by Esas in 2005 to provide aprofessional and reliable food service for out of homefood consumption companies. With its modern fleet ofmulti temperature vehicles, 75 personnel and 3.500pallets of storage area, Bonservis is providing services tocompanies in Marmara Region. Bonservis’ productportfolio consists fresh and frozen red meat, poultry,dairy products, dry goods, fresh and frozen vegetablesand fruit, sea food and deli meat

www.gidaser.com.trwww.esasligrup.com.tr

PORTFOLIO COMPANIES - IV

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‒ Wholly owned (100%)


‒ Hospital and emergency & mobile healthcare investmentsunder the brand of Medline Health Group ("Medline"). TheGroup owns one of the largest private hospital chain inTurkey providing premium healthcare services to circa 1million patients every year through its three hospitals inAnatolia. Also, with its fully equipped ambulances, Medlineprovides 7/24 emergency and mobile healthcare services toc. 2.5 million members

Healthcare Logistics



‒ Acquired in 2014 by Esas and Actera partnership, U.NRo-Ro is the leading freight Ro-Ro operator in theMediterranean region and among top 10 operators inthe world. UN Ro - Ro has a fleet of 12 Ro – Ro vessels(approximately 44 km Lane Meter) and utilizes four portsin Istanbul, Mersin, Trieste and Toulon which are at theservice of local and international logistics companies,importers and exporters in Turkey and in the region.

www.unroro.com.trwww.esasligrup.com.tr

PORTFOLIO COMPANIES - V

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SELECTED PORTFOLIO COMPANIES (CONT’D)

Esas Properties

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ESAS PROPERTIES HAS INVESTED OVER EUR 400M OFEQUITY IN A PERIOD OF FOUR YEARS

‒ With EUR250 million of additional capital available for investments, ESAS is well positioned to acquire assets at attractive values‒ In today’s distressed financial market, we have significant discretionary capital and the experience to capitalize on real estate investment

opportunities in Turkey and abroad

Strong Capital Base

‒ ESAS has a local strategy to focus on secondary cities and large towns in Turkey with a population over 100.000 people in Anatolia with low level ofcompetition in terms of shopping centers.

‒ The purpose is to create sustainable advantage in these sub-prime and underpenetrated markets which ultimately results high entry barriers forfuture endeavors

‒ ESAS has a pipeline of ten selected cities in Anatolia for development projects. Constructions are scheduled to start in the upcoming four years‒ In addition to the shopping center development projects; ESAS focus on office development projects in Istanbul

Local Strategy & Projects

‒ Internationally, Esas co-invests with investors teamed up with local asset managers who can successfully manage the portfolio and deliveroutstanding results

‒ International investments of ESAS is comprised of the following;

International Expansion

‒ Stevenage Retail Center, UK‒ Halton Lea Shopping Center, UK‒ Blue Portfolio, UK‒ Barnsley Shopping Center, UK‒ Parkgate Retail Park, UK

‒ 12 Stanhopegate, London, UK‒ 815 Sixth Avenue, New York, US‒ Summit House, London, UK‒ Freshney Palace, Grimsby, UK‒ Project Green, European Portfolio

‒ Bon Accord & St Nicholas, Aberdeen, UK‒ Kensington Street Portfolio, London, UK‒ 229 West 28th Street, NY, US‒ 75-83 Nassau Street, NY, US

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SELECTED LOCAL ASSETS

Shopping MallKocaeli

Maltepe Office BuildingIstanbul

Shopping MallBolu

Shopping MallZonguldak

Shopping Mall Çanakkale

Esas AeroparkIstanbul

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SELECTED INTERNATIONAL ASSETS

229 West 28th StreetNY, US

Summit HouseLondon, UK

Blue Office PortfolioUK

Coopers SquareBurton, UK

Bon Accord & St NicholasAberdeen, UK

Freshney PalaceGrimsby, UK

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Esas Holding A.S.Esas Plaza, Ruzgarlibahce Mah., Kavak Sok.

No:29, Kavacik, BeykozIstanbul, TURKEY

www.esas.com.tr

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