Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Pragma Corporate Finance

PRAGMA

Table of Contents

2

Page

Section 1 Pragma Overview 3

Annex Recent Transactions Completed by Pragma 13

Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Section 1

Pragma Overview

PRAGMA

Pragma

Section 1: Pragma Overview

61 completed transactions since 2005 with total

deal size in excess of US$4.6 bn

Leading M&A advisor in Turkey with 47 completed

M&A and 3 project finance transactions since

January 2008

Advised leading Turkish groups such as Akkök,

Borusan, Boyner, Doğan, Koç, Ülker and Yaşar

Advised leading international companies such as

AngloAmerican, Banque Populaire, Bostik, CRH,

DP World, Erste, Mars, Mondi, Vienna Insurance

Group, SGS and Thyssen Krupp

Completed and on-going transactions with leading

regional private equity funds

Pragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising

multinational and Turkish clients

Source: mergermarket

Note: Excludes advisory to sister company clients within the same group

M&A Transactions

2008 - 2014 (number of deals)

4

47

38

33 32

22

Pragma #2 #3 #4 #5

PRAGMA

Transaction record of Pragma

5 Section 1: Pragma Overview

PRAGMA

Transaction record of Pragma (Cont’d)

6 Section 1: Pragma Overview

PRAGMA

Selected Multinational Clients of Pragma

Leading Czech energy company with revenues

of €7bn

Leading Austrian insurance group in Central and

Eastern Europe with gross written premiums of €8.2bn

Leading electricity distribution and

infrastructure services company with US$9bn

revenues and 7 million customers

Leading European chemical product distribution

company with €1bn revenues

RWE Innogy: RWE’s renewables arm, 2.1

GW operational projects and 20GW project

pipeline

European materials services & distribution company

with €6bn revenues

Germany’s 3rd largest energy company with its

6 million customers and more than €17bn

revenues

Leading European financial group with €13bn book

value

Leading energy and chemicals company with

€131bn revenues

One of the largest Far Eastern financial services

company with US$13bn book value

Leading European construction materials producers with revenues of US$16bn

Worldwide known food comapny with revenues of

US$30bn

Global mining conglomerate with revenues of

US$32bn

Leading packaging company in Central Europe with

€2bn sales

One of the world’s largest container port

terminal operators with a global capacity of

more than 50mn TEU

Leading integrated packaging and paper company

with revenues of €5.3bn

Third largest commercial bank in France with

total assets of US$300bn

Leading European cable company with revenues of

€1.6 bn

Section 1: Pragma Overview 7

PRAGMA

Buy – Side Privatization Credentials of Pragma

Leading Turkish energy

company 2008

Akenerji is the winner of Sedas

tender (Size: US$600 mn)

World’s 3rd largest port operator 2005 Privatization of Mersin port

(Size: US$750 mn)

The 11th largest steel company

in the world 2005

Joint advisor in the privatization of

Erdemir (Size: US$2.77 bn)

Leading inspection company in

the world 2004

Privatization of vehicle inspection

services (Size: US$613 mn)

Client Description Date Transaction

Section 1: Pragma Overview 8

PRAGMA

Selected Clients

Section 1: Pragma Overview 9

Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Annex

Recent Transactions Completed by Pragma

PRAGMA

Recent Transactions

11

Established in 1938 in Izmir, Özsüt is one of the

leading food producers and café/patisserie chains in

Turkey. Özsüt has close to 200 stores in 45 cities of

Turkey, as well as in Northern Cyprus and Azerbaijan;

almost all of which is operated by its franchises.

Founded in 1984, Infinity Invest Holding is one of the

major groups in Turkey with investments in energy and

consumer sectors. The portfolio of Infinty Invest

Holding includes Delta Rubis (the largest independent

fuel storage facility in the Mediterranean) DB Tarımsal

Enerji (sole producer of biodiesel in Turkey), Delta

Akaryakıt and Antoil Akaryakıt (fuel distribution

companies). Infinity Invest Holding is the partner of

Caffè Nero in Turkey and the operator of its 50+

stores. Caffè Nero is a major coffe chain with over 600

stores

Established in 1982, Günsan is engaged in

manufacture of wide range of switch and socket

products, group sockets and accessories such as

grounded plugs, sockets and trade of miniature circuit

breakers and fuse boxes. The company generated

revenues of approximately USD 50 million in year 2013.

Employing over 300 employees, Günsan has around 60

distributors in the domestic market and around 90

distributors in more than 50 different countries.

As a global specialist in energy management with

operations in more than 100 countries, Schneider

Electric offers integrated solutions across multiple

market segments, including leadership positions in

energy and

OGLI is the leading e-commerce logistics services

provider for online retailers in Turkey. OGLI provides

logistics services including orders handling, packaging,

quality control, storage, returns management and

value added services to leading customers in various

verticals. OGLI has a site of 8,500 sqm in Istanbul,

where it employs 150 people and can handle up to

50,000 orders per day.

Arvato, a subsidiary of Bertelsmann, is a global

provider of Business Process Outsourcing services

supporting corporate clients across a wide range of

industries in nearly 40 countries.

Based in Germany, Otto Group is one of the largest

retail and e-commerce groups in the world with

operations in 20 countries and more than 120

companies.

Annex: Recent Transactions Completed by Pragma

Gizem Frit is engaged in manufacture and sale of

porcelain enamel, ceramic frits, aluminum frits, glass

frits, pigments and non-stick coatings. Located in

Turkey, the company is amongst top 3 porcelain

enamel manufacturers in the world. The company’s

products are mainly used by manufacturers of white

goods, pots and pans, tableware, ceramic tiles and

water heaters. Gizem Frit exports its products to more

than 55 countries. Gizem Frit recorded revenues of

around US$85 million in year 2014.

Located in Turkey, Ak-Kim is a manufacturer of

inorganic, organic chemicals, textile auxiliaries, pulp

and paper chemicals, water treatment chemicals,

cement grinding and concrete admixtures. Ak-Kim is

owned by Akkök Group, a leading conglomerate in

Turkey with operations in chemicals, energy, real estate

and textiles industries, and a turnover of US$3.1 billion.

PRAGMA

Recent Transactions

12

Established in 1991, Arlight is a leading manufacturer

of lighting fixtures and solutions in Turkey. The

company is a pioneer in the Turkish market with

regards to the development of LED based lighting

systems and already added a wide range of LED

products into its product portfolio. The company’s

headquarters and manufacturing facilities are located

in Ankara, and the company employs around 160

personnel.

Established in 1945 in Sweden, Fagerhult is one of

Europe’s leading lighting groups, with approximately

€350 million in revenues, 2,200 employees and

operations in approximately 20 countries.

Polat Enerji was founded by Mr. Adnan Polat in

1999. EDF Energies Nouvelles, the international

renewable energy company ("EDF EN"), acquired 50%

of Polat Enerji in 2008. Polat Enerji owns and operates

the largest wind energy power plant portfolio in Turkey

with its installed capacity of around 350 MW. Once the

power plants under construction are put into full

operation, Polat Enerji will reach 600 MW of installed

capacity with an annual generation of 2 billion kWh.

PSP is one of Canada's largest pension investment

managers, with US$70 billion of assets under

management. The Investor manages investments in

private equity, real estate, infrastructure and renewable

resources.

AE Arma-Elektropanc, with over 1,200 employees, is

one of the leading electrical, electronical, mechanical

services contracting companies in the region

surrounding Turkey, Middle East, Russia and various

former Soviet Republics. AE Arma-Elektropanc has

successfully completed electrical, electronical, HVAC

and mechanical works with a total area of 7 million

squaremeters.

Imtech is a leading European technical services

provider in the fields of electrical solutions, ICT

(information communication technology) and

mechanical solutions. Imtech has revenues of 7.2

billion Euros.

Annex: Recent Transactions Completed by Pragma

RBS is the third largest bank in the United Kingdom with

total assets of £1.0 trillion in 2013. Headquartered in

Edinburgh, RBS operates in the United Kingdom,

Europe, the Middle East, the Americas and Asia,

serving over 24 million customers worldwide. During

late 2007, RBS successfully led the consortium bid for

ABN AMRO and commenced its current operations in

Turkey through this acquisition.

RBS Finansal Kiralama, established in 1999, is a

leasing company in Turkey. RBS Finansal Kiralama

operates with its license obtained from Banking

Regulation and Supervision Agency.

Delfin Holding is an investment company based in

Istanbul, Turkey.

PRAGMA

Recent Transactions

13

Established in 1981, Rultrans is the leading distributor

of power transmission belts as well as a producer of

PVC and PU coated conveyor belts in Turkey. Rultrans

has over 100 employees in its production facility in

İzmir and offices in İstanbul, Bursa, Adana and Çorlu.

Rultrans serves a wide range of industries including

food, automotive, tobacco, logistics, textile and paper

& printing, and exports its products to more than 40

countries.

Established in 1957 in Italy, Megadyne is one of the

leading producers of polyurethane belts, rubber belts

and pulleys with consolidated revenues of over 200

million Euros and 1,400 employees. Megadyne has

production plants in Italy, France, Germany, USA,

Spain and China.

Established in 1915, Kemal Kükrer is a premium food

brand in Turkey. Kemal Kükrer’s product portfolio

includes vinegars, sour and hot sauces, pickled

products and fruit syrups. Kemal Kükrer’s products

reach more than 30,000 points of sale in the Turkish

market and more than 20 countries in the export

markets. Kemal Kükrer has 175 employees and

recorded net sales of TL 33 million in 2012.

Founded in 1909 in Japan, Ajinomoto is a global

manufacturer of high-quality seasonings, processed

foods, beverages, amino acids, pharmaceuticals and

specialty chemicals. Ajinomoto has operations in 130

countries, and had net sales of JPY 1,172 billion (USD

12 billion) in 2012.

Established in 1979, Mesan Kilit is engaged in

manufacture and sale of industrial locks and

components used in industrial locks and hinges

consisting of stainless steel products, handles and

accessories for electric-electronic, transportation,

railway, automotive and machinery industries. Mesan

Kilit offers more than 400 products in Turkey and more

than 60 countries. The company generated revenues

of approximately USD 23 million in year 2013.

Essentra plc is a FTSE 250 company and a leading

international supplier of speciality plastic, fibre, foam

and packaging products. Through its four principal

operating divisions, Essentra focuses on the light

manufacture and distribution of high volume, essential

components which serve customers in a wide variety

of end-markets and geographies.

Annex: Recent Transactions Completed by Pragma

RBS, 2013 itibariyle sahip olduğu 1 trilyon £ toplam

varlıkları ile İngiltere’nin üçüncü büyük bankasıdır.

Merkezi Edinburgh, İskoçya’da bulunan RBS, Birleşik

Krallık, Avrupa, Ortadoğu, Kuzey ve Güney Amerika ve

Asya’da 24 milyonun üzerinde müşteriye hizmet

vermektedir. RBS Group, Türkiye’de kurumsal

bankacılık, işlem bankacılığı, yapılandırılmış finansman

ve hazine hizmetleri vermektedir.

1999 yılında kurulan RBS Finansal Kiralama AŞ sahip

olduğu Bankacılık Düzenleme ve Denetleme Kurumu

faaliyet lisansı ile Türkiye’de faaliyet gösteren bir

leasing şirketidir.

Delfin Holding, Türkiye’de kurulmuş bir yatırım şirketidir.

PRAGMA

Recent Transactions

14

Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. Şti.

owns 120 MW Evrencik Wind Energy Power Plant

Project (“WEPP”). Evrencik WEPP is located in

Kırklareli province in Marmara region. The project

obtained electricity generation license from EMRA on

February 9, 2012.

STFA Yatırım Holding A.Ş. is a leading conglomerate

based in Turkey with activities in construction, natural

gas distribution, construction equipment, construction

chemicals and real estate in 16 countries in MENA

region.

RES Group is a leading global renewable energy

group. RES has built over 6,000 MW of wind projects

globally.

Koç Group is the largest industrial conglomerate in

Turkey with operations in a wide range of sectors.

CallUs, owned by KoçSistem, IT services subsidiary of

Koç Group, is the fourth largest call center company in

Turkey with its two locations in Istanbul and Samsun

and serves to important clients such as Vodafone

Turkey and several leading companies within Koç

Group. CallUs continues its operations with its 1,850

seat capacity and over 1,400 employees.

Comdata is the leading Italian business process

outsourcing company with revenues of Eur 260 million

and over 9,000 employees. Comdata provides services

of contact center, help desk, back office, credit

management and document management and is

present in 12 operational hubs in Italy, Romania, Czech

Republic, Argentina and now 2 further hubs in Turkey

following its acquisition of CallUs.

Penkon is a leading fruit concentrate producer in

Turkish and export markets. The Company has a

facility in Çivril, Denizli which has a processing

capacity of 100,000 tons per year. The transaction will

involve, ADM Capital, a private equity fund investing in

Asia and Central and Eastern Europe with USD 1.6

billion in assets under management USD 450 million

invested in Turkey

Anadolu Etap, owned jointly by Anadolu Group, is part

of one of the largest conglomerates in Turkey,

Özgörkey Holding, active in the beverage industry as

well as printing and packaging, and the Cutrale Group,

one of the largest global fruit juice producers, which is

engaged in fruit plantation and production of fruit

purees and concentrates and is one of the leading

suppliers of the fruit juice sector in Turkey and

worldwide.

Annex: Recent Transactions Completed by Pragma

Established in 1989, Mars is a leading logistics

company in Turkey providing services in international

land transportation, warehousing, air & sea forwarding,

etc. Mars has recently introduced multimodal solutions

further strengthening its coverage in Europe. Mars’

client portfolio of over 8,000 accounts includes but is

not limited to the leading multinational companies such

as Renault, Inditex, Mango, Bosch Siemens, Daikin,

L’Oreal and Atlas Copco.

HTS, a subsidiary of Hitachi, one of the World’s largest

holding companies, is a leading Japanese logistics

company. With consolidated revenues of over 5 billion

Euros, HTS carries out its operations through its 27

companies and 364 offices in Japan and 73 companies

and 343 offices outside of Japan.

PRAGMA

Recent Transactions

15

Penti, with revenues of over US$150 million, is the

leading player in the Turkish hosiery, lingerie and

swimwear market. Penti also owns one of the largest

hosiery manufacturing plants in Europe. Penti has

grown to 155 stores in Turkey in the last 5 years. Penti

has a growing international network of 39 stores which

are located in 16 countries including the US, China,

Russia, Austria, Romania and Saudi Arabia.

Management has a well-established shared vision and

strategy in place to further grow the business in

Turkey; replicate its local success abroad; and create a

leading international specialty retail player.

Carlyle became the preferred partner of Penti at the

end of negotiations with a group of high caliber

financial investors out of more than 40 PE firms and

strategic players which have had shown interest in

Penti.

Sigma is a leading software provider to the finance,

public and telco industries in Turkey. It provides various

customized solutions to its clients, such as Asset and

Spend Management, Lease and Asset Management

and Process and Content Management.

Asseco is a Poland based IT group. With revenues of

US$1.6 billion and over 8,000 employees, it is one of

the largest software vendors in Europe. It offers various

IT services to its clients in banking, healthcare,

insurance, public administration, telco and utilities

sectors in Europe, Israel, USA, Japan, and Canada.

Sibel RES is located within the borders of both İzmir

and Manisa provinces. The project is expected to

commence operations in the second half of 2014. Sibel

RES already obtained electricity generation license

from EMRA on November 23, 2011 which is valid for

49 years.

Boydak Enerji, one of the group companies of Boydak

Holding, has activities in renewable energy generation

since 2010. Total capacity of Boydak Enerji has

reached to 415 MW after the acquisition of Sibel RES

Elektrik Üretim A.Ş. Boydak Enerji targets to increase

its total size to 500 MW until 2015, and even further

increase to 1,000 MW until 2017.

Annex: Recent Transactions Completed by Pragma

OYAK (Turkish Armed Forces Assistance and Pension

Fund) is a corporate entity subject entirely to the

provisions of private law and is financially and

administratively autonomous. OYAK acts as an

insurance company and also as a financial institution

that provides its members with the financial support in

the form of credit products.

Akdeniz Kimya, established in 1976, is the leading

producer of additives for the PVC industry in Turkey.

The product portfolio of the company includes calcium-

zinc and lead based heat stabilizers, acrylic impact

modifiers and processing aids. With more than 450

employees and revenues of around USD 190 million

PRAGMA

Recent Transactions

16

The project will involve a health campus investment,

comprised of a general hospital and a maternity and

children’s hospital, with 838-bed capacity. The

investment period of the project is 3 years and

operation period will be 25 years. The consortium shall

provide the development of design, construction,

procurement of medical devices and other equipment

for the health campus, and furbish the facilities. The

consortium shall also undertake provision of several

services in the facilities

YDA is a prominent construction group with interests in

real estate, engineering, mining, energy and aviation

Inso is a leading contractor for carrying out design and

construction projects as well as supplying technologies

addressed to the Health, Industry and Tertiary Sector

AE Arma-Elektropanç, with over 1,200 employees and

90 million Euros turnover, is one of the leading

electrical, electronical, mechanical services contracting

companies in the region surrounding Turkey, Middle

East, Russia and various former Soviet Republics. AE

Arma-Elektropanç has successfully completed a total of

7 million sqm closed area electrical, electronical, HVAC,

mechanical works and has a backlog of 250 million US

Dollars as of January 2012

Imtech is a leading European technical services

provider in the fields of electrical solutions, ICT

(information communication technology) and

mechanical solutions. With 28,600 employees,

revenues of 5.1 billion Euros, and a market

capitalisation of 2.2 billion Euros

Ekomak Group is the leading industrial screw

compressor manufacturer in Turkey with revenues of

around €23 million in 2011. Ekomak Group develops,

produces and sells stationary, oil-injected screw

compressors, including variable frequency drive

options.

Atlas Copco is a world leading industrial group

engaged in manufacturing and selling of compressors,

expanders and air treatment systems, construction and

mining equipment, power tools and assembly systems,

and related aftermarket and rental. Headquartered in

Sweden, Atlas Copco’s global reach spans more than

170 markets, with its own sales operations in about 80

countries. In 2011, Atlas Copco had around 37,500

employees and revenues of €9 billion.

Annex: Recent Transactions Completed by Pragma

Elsys is the leading independent SAP solution provider

in Turkey. Elsys provides various solutions such as

SAP ERP, mobility solutions, Netweaver / Portal

solutions, SAP HANA and SAP CRM to its customers.

In addition to Turkey, Elsys provides its services in

various countries in Europe, Asia, North America and

Africa. Intelart, which is also an SAP solution provider,

provides business intelligence and business analytics

solutions to its customers

With revenues of € 340 million, 2,400 employees and

over 4,000 customers, itelligence is one of the leading

SAP solution providers in the world. itelligence is owned

by NTT Data, which is a subsidiary of one of the world’s

largest telecommunication companies, NTT

PRAGMA

Recent Transactions

17

Established in 1966, Volt is a leading manufacturer of

electric motors in Turkey. The Company’s product line

mainly includes asynchronous single phase motors,

asynchronous single phase centrifugal pump motors,

asynchronous single phase centrifugal pump motors

with run capacitors, asynchronous three phase motors,

asynchronous three phase centrifugal pump motors,

and special purpose motors. Operating with more than

200 employees in its 28,000 sqm state-of-the art

manufacturing plant in İzmir, the Company has an

estimated market share of ca. 30% in the small electric

motors segment.

Saya Group was established in early 2006 by Sancak

family with a view to replicate the family's success in

the pharmaceuticals and cosmetics sectors within

Hedef Group

Established in 1959, Bicakcilar is one of the leading

medical products companies, with annual revenues of

US$61 million, in Turkey. Bicakcilar is primarily

engaged in (i) manufacturing and sales of medical

disposables and equipment, and (ii) importing and

distribution of cardiovascular and neurosurgery

products of leading multinationals such as St. Jude

Medical, Sorin Group, Medtronics, Serres and CryoLife.

In the domestic market, Bicakcilar enjoys dominant

market position in most of its product groups. In

addition, Bicakcilar exports its products to more than 70

countries

GCML, alternative asset management arm of Global

Investment House, is a leading alternative asset

management firm in the MENA region. It continues its

operations with a team of more than 30 professionals

based in Kuwait, Dubai, Cairo and Istanbul offices

RES is one of the world's leading renewable energy

developers with a portfolio of more than 5,000 MW

constructed and several thousand MW under

construction and in development. RES is also an

independent power producer owning a portfolio of

projects over 700 MW

Borusan EnBW was established in 2009 by Turkish

Borusan Holding and German EnBW AG. Borusan

Holding is one of the leading industrial and services

groups in Turkey which is active in power, steel,

distributorship and logistics fields with consolidated

revenues of US$ 3.5 billion in 2010. EnBW is the third

largest energy company in Germany with its 6 million

customers and more than € 17 billion revenues in 2010

Annex: Recent Transactions Completed by Pragma

Started its operations in March 2009, Mikro Odeme is

the market leader in Turkish mobile payment sector

with 65% market share. Mikro Odeme enables users to

make payments via mobile phones, credit cards or pre-

paid game cards through its 3pay brand

Mediterra is a Turkey-focused mid-market private

equity fund, which held its first closing in May 2011 on

€100m and aims to reach a target of €250m by May

2012

PRAGMA

Recent Transactions

18

Ulusal Faktoring is one of the top ten independent

factoring companies in Turkey and is focused on

providing financing for fast growing small-and-medium-

sized companies in Turkey

With more than 800 employees in 32 countries,

PineBridge Investments manages US$70 billion in

assets for institutional and individual clients across an

extensive platform of listed equity, fixed income,

private equity and hedge fund strategies

Anadolu focuses on tourism healthcare and serves the

tourists visiting Antalya region, a major tourism region

accounting for nearly 30% of total tourist arrivals in

Turkey, and the local community

Anadolu acquired 100% of Alanya Can Hospitals

(“Can”), the leading private hospital group located in

Alanya. Established in 1991, Can operates 2 hospitals

in Alanya

Through the acquisition of Can, Anadolu expanded its

existing chain to 6 hospitals with 317 beds capacity,

more than 1,200 personnel and US$65 million annual

revenues, and strengthened its leading position in

Antalya region

The project will involve a health campus investment,

comprised of a general hospital and a maternity and

children’s hospital, with 838-bed capacity. The

investment period of the project is 3 years and

operation period will be 25 years. The consortium shall

provide the development of design, construction,

procurement of medical devices and other equipment

for the health campus, and furbish the facilities. The

consortium shall also undertake provision of several

services in the facilities

YDA is a prominent construction group with interests in

real estate, engineering, mining, energy and aviation

Inso is a leading contractor for carrying out design and

construction projects as well as supplying technologies

addressed to the Health, Industry and Tertiary Sector

Annex: Recent Transactions Completed by Pragma

The project will involve a health campus investment,

comprised of a general hospital and a maternity and

children’s hospital, with 838-bed capacity. The

investment period of the project is 3 years and

operation period will be 25 years. The consortium shall

provide the development of design, construction,

procurement of medical devices and other equipment

for the health campus, and furbish the facilities. The

consortium shall also undertake provision of several

services in the facilities

YDA is a prominent construction group with interests in

real estate, engineering, mining, energy and aviation

Inso is a leading contractor for carrying out design and

construction projects as well as supplying technologies

addressed to the Health, Industry and Tertiary Sector

PRAGMA

Recent Transactions

19

Situated in Erzincan province with a total investment

budget of €300mn, Kemah HEPP will generate 572

million kWh of electricity per annum

Akenerji, a joint venture between Turkish Akenerji and

Czech CEZ, has 1 wind, 1 hydro and 3 natural gas

fired operational power plants with a total installed

capacity of 454MW. Targeting to reach a total installed

power of 3,000MW in 5 years, Akenerji has ongoing

investments which comprise of HEPPs with 292MW

total installed power and a 900MW natural gas fired

power plant. Akenerji also owns SEDAS, regional

electricity distributor supplying 8.6 billion kWh of

electricity to its 1.2 million subscribers

Pragma advised Akres for €47.3 mn project financing

for its 45 MW wind farm in Akhisar, Manisa.

Construction already started and expected commercial

operation date is June 2011

For the Hermes Covered Facility, which was closed in

November 11, 2010; the Borrower is Akres, the Advisor

is Pragma and the Lender is Commerzbank

Akres project capacity is 45 MW based on 18 units

Nordex N90 2.5MW turbines. Expected annual energy

generation is 138 million kWh

Pragma provided advisory services to Akres for

structuring of the financing and tender process,

preparation of bank documents, financing model and

business plan, negotiations with the banks, coordination

of Hermes application process and loan agreement

negotiations

With total assets over US$10 billion and total staff of

over 36,000, China based HNA Group is engaged in

air transportation, tourism, airport management and

hotel management. The air transportation business,

the flagship business of the Company, involves Hainan

Airlines, which generated total flight hours of over 410

thousand hours and transported ca. 20 million

passengers in 2007

myTechnic is an aircraft maintenance, repair and

overhaul (MRO) center located in Sabiha Gökçen

Airport (SAW) on the Asian side of Istanbul.

myTechnic’s facility is situated on 60,000 sqm of land

and it contains 15,400 sqm of hangar bay, 24,800 sqm

of shops, office area and storage area and 6,000 sqm

of engine shops

Annex: Recent Transactions Completed by Pragma

Established in 1993, Anadolu Hospitals Group

(“Anadolu”) is the leading private hospital chain in the

Mediterranean region. Anadolu has a chain of 6

hospitals in Antalya with 317 beds capacity, more than

1,200 personnel and US$65 million annual revenues

Founded in 1998, ADM Capital (“ADM”) has over 12

years of experience in investing in Emerging Markets

across 12 countries. With 48 people based in local

offices in Hong Kong, Mumbai, Beijing, Istanbul,

London, Kiev and Almaty. ADM’s assets under

management are around US$1.7 billion

PRAGMA

Recent Transactions

20

Erste acquired Lehman Brothers Menkul Değerler A.Ş.

in 2009

Erste, Austria-based banking group, offers a range of

banking and other financial services, such as saving,

asset management, including investment funds;

consumer credit and mortgage lending; investment

banking; securities and derivatives trading; portfolio

management; project finance; foreign trade financing;

corporate finance; capital market and money market

services; foreign exchange trading; leasing; factoring,

and insurance

Akenerji is a member of the Akkök Group with more

than 20 industrial and trade companies. The Akkök

Group’s energy flagship firm is the company Akenerji,

whose portfolio, and mainly its 12 gas power plants,

with total installed capacity of 541 MW produce heat

and electricity, and which, at the same time, develops

hydro and wind power plant projects aiming to enlarge

the production basis of the company to 960 MW

CEZ Power Group is a leading vertically integrated

European utility group with €6.3bn in revenues in 2007,

almost 7 million customers and a generation portfolio

with an installed capacity of 14,300 MW. The

company´s market capitalization exceeds 30bn EUR,

the company stocks are traded at the Prague and

Warsaw Stock Exchanges

Established in 1990, Ekol has a fleet of 1,100 vehicles,

16 warehouses in Turkey and 1 warehouse in

Germany. The company employs around 2,000

personnel

Invest AD, a subsidiary of Abu Dhabi Investment

Council, is engaged in private equity, real estate, asset

management, infrastructure and investment banking

segments

Annex: Recent Transactions Completed by Pragma

Arena Bilgisayar is a leading distributor of information

technology products in Turkey with a turnover of

US$467 million for 2009 and is listed in the Istanbul

Stock Exchange

Redington (India) Ltd, a listed India based company, is

engaged in the business of vendor-authorized end-to-

end supply chain management of information

technology, hardware and software products in South

Asia, Middle East and Africa. With a large distribution

network and activities in 18 countries, Redington is

amongst the largest, supply chain solution providers to

over 75 leading manufacturers of Information

Technology, Telecom, Lifestyle and Consumer

Electronics Products, worldwide

PRAGMA

Recent Transactions

21

Sardunya is the third largest catering company in

Turkey with around 1,500 employees servicing over

120 local and international clients. The company is part

of Sardunya Group, which generated combined

revenues of US$130 million in 2007 from food and

food services

ISS is one of the world’s leading facility services

groups operating in 51 countries with 440,000

employees, serving over 125,000 clients. ISS

generated US$11.7 billion net sales in 2007 from its

core activities of cleaning, catering, office support,

property services and security. ISS Turkey services

over 1,000 clients with 14,500 employees

The Akkök Group’s energy flagship firm is the company

Akenerji, whose portfolio, and mainly its 12 gas power

plants, with total installed capacity of 541

MW produce heat and electricity, and which, at the

same time, develops hydro and wind power plant

projects aiming to enlarge the production basis of the

company to 960 MW

CEZ Power Group is a leading vertically integrated

European utility group with €6.3bn in revenues in 2007,

almost 7 million customers and a generation portfolio

with an installed capacity of 14,300 MW. The

company´s market capitalization exceeds 30bn EUR,

and the company stocks are traded at the Prague and

Warsaw Stock Exchanges

Taftel is a leading contemporary tafting carpet

manufacturer in Turkey deploying in-house developed

automated hand-tufting technology. The company has

annual production capacity of 216,000 sqm. The

Company is the major and exclusive supplier of Step

Carpet

Swicorp Private Equity is a leading private equity firm

with a specific regional focus on the Middle East and

North Africa (MENA) region. Since 2005, Swicorp

raised nearly US$1.4 billion in private equity funds

from Middle East based investors

Annex: Recent Transactions Completed by Pragma

With 350 employees, a production plant of 37,000 sqm

closed area and a broad sales and franchise network,

BVS is a leading company in the Turkish crane sector.

The Company’s total turnover grew by 80% in the last

two years, reaching €28 million in 2008. The product

portfolio consists of hoists, cranes and steel

construction buildings, the latter of which is being

manufactured at the Company’s 100% owned

subsidiary BCES

With revenues of €2.8 billion, Fayat SA is the largest

steel construction group and the fourth largest

infrastructure contractor in France. With a network of 80

autonomous subsidiaries employing 11,000 employees,

the Group is active in civil engineering, steel

construction, electricity, electronics and IT sectors, as

well as hoisting, handling and road building equipments

manufacturing

PRAGMA

Recent Transactions

22

Bostik is one of the largest sealant and adhesive

companies in the world with a turnover of €1.5 billion.

Headquartered in France, Bostik is owned by Total, the

4th largest petroleum and gas company in the world

Tekbau’s product portfolio consists of mainly dry

mortar products including exterior and interior plasters,

surface hardeners, self-leveling compounds, mortars,

tile adhesives, joint sealers, grouts, repair mortars and

thermal & water insulation products

Step is the leading contemporary carpet retailer in

Turkey. The Company realized CAGR of over 40% in

the last three years and is expected to realize a

turnover of over US$35 million in 2008. Step has an

extensive retail network in Turkey and is developing an

increasing presence in international markets through

its flagship store in King’s Road in London, its

franchisees in the Middle East and South Africa, and

corners at Harrods of London, Lutz of Austria, ABC of

USA, etc.

Swicorp Private Equity is a leading private equity firm

with a specific regional focus on the Middle East and

North Africa (MENA) region. Since 2005, Swicorp

raised nearly US$1.4 billion in private equity funds

from Middle East based investors

Arkem acquired 100% of Altintel Port in May 2008

Pragma advised Altintel

Altintel Port, located at Dilovasi, 60 km east of Istanbul,

covers an area of 115,000 sqm. The Port has a single

jetty, as well as 44 storage tanks with 45,000 cbm total

capacity. Currently, the company is in the process of

building 9 new tanks, which would increase the storage

capacity to over 60,000 cbm. The port has access to

highway and there is a railroad connection within 1,500

m distance

Arkem is a regional distributor of chemicals handling

more than 200 products

Annex: Recent Transactions Completed by Pragma

PiLS is a private equity investor established in January

2006, specializing in the healthcare industry. The fund,

focused solely on healthcare, has invested in the

pharmaceutical sector through a number of

transactions, total value of which represented

approximately €220 million, within the first year of

operation

Betasan is the market leader company in Turkish

wound care market. Betasan’s product portfolio

consists of mainly first aid strips, plasters (surgical

tapes), capsicum plasters, elastic & gauze bandages

and wound dressings

PRAGMA

Recent Transactions

23

Established in 2000, CMC is one of the leading Turkish

call center service companies with 1,000 employees

servicing over 40 local and international clients

ISS is the world’s leading facility management

company operating in 50 countries with 410,000

employees and serving over 125,000 clients. ISS

Turkey services 900 clients with 12,000 employees

Established in 1958, Ray Sigorta holds a 3% market

share of the Turkish non-life insurance market, with

gross written premiums in 2006 of approximately US$

184 million.

Headquartered in the Netherlands, TBIH has

extensive non-life and life insurance operations in

Central and Eastern Europe and CIS countries and is

owned by Vienna Insurance Group, which is the

largest Austrian insurance company and Kardan

Group, an international investment holding

Isbank supplied project finance and working capital

finance of of € 30 million in 2007 and further € 18.5

million in 2009 to Best

Pragma advised Best

Best is engaged in manufacturing and sale of power

and distribution transformers. The Company is the

largest Turkish transformer company. In addition, it is a

leading player in Middle East & Northern Africa, CIS

Region and Europe with exports accounting for around

59% of its turnover for year 2007

The Company generated €79 million revenue in 2007

Isbank is the largest private bank in Turkey

Annex: Recent Transactions Completed by Pragma

Peyman , one of the leading snack food companies in

Turkey, with 2007 revenues of approximately US$40

million

Established in 2000, Esas Holding is an investment

group that has invested in 11 companies in 5 main

sectors including health, food, aviation, electronics

retail and real estate

PRAGMA

Recent Transactions

24

Tarmac, a subsidiary of Anglo American Industrial

Minerals acquired 100% of Koca Beton Agrega

Madencilik (“Koca Beton”)

With 2005 revenues of US$4 billion, Tarmac is a global

leader in the production of heavy building materials

with operations in UK, Germany, Spain, France,

Belgium, Poland, Czech Republic, Romania, China

and Middle East

Koca Beton is one of the leading suppliers of

aggregates and ready mixed concrete in the Istanbul

market. Koca Beton currently operates two limestone

quarries with total reserves of 208 million tons and four

concrete plants that have the capacity to produce

800,000 cubic meters of concrete per annum

Zehnder Group, the leading premium radiator

producer acquired 51% of Sanpan

Zehnder Group has a total of €390 million net sales in

2005 and 16 production facilities in Europe, US and

China. Zehnder Group strategy is to grow in the

Eastern European markets

Sanpan is the leading towel radiator producer in

Turkey in terms of its technology

CRH has acquired 50% of Denizli Cement, an

integrated cement and ready-mixed concrete business,

from Eren Holdings, a privately-owned industrial group.

Eren Holdings and CRH will have joint management

control of the business

Headquartered in Ireland, CRH operates in 27

countries and employs around 80,000 people. CRH

realized net sales of €18.7 billion in 2006

Denizli Cement is a modern cement facility with a

clinker capacity of 1.8 million tonnes and is the market

leader in its region. The company has limestone

reserves of more than 100 million tonnes and

produced 1.8 million tonnes of cement in 2006. Denizli

also operates a network of 13 ready-mixed concrete

plants in Denizli and the surrounding area, which

produced 1.3 million cubic meters of concrete in 2006

Annex: Recent Transactions Completed by Pragma

Tüyap Exhibition Group acquired back its 51%

shareholding from the private equity investors İş

Venture Capital (“İş Venture”) and Netherlands

Development Finance Company (“FMO”) for a total

consideration of US$18.5 million

Tüyap is the leading fairs and exhibitions organizer in

Turkey. The company serves to more than 12,000

domestic and foreign exhibitors from 52 countries with

exhibitions on 60 different topics. The company hosts

on average 2 million visitors each year

Tüyap currently operates 115,000 sqm exhibition area

in Istanbul, Bursa, Konya and Adana

PRAGMA

Recent Transactions

25

State owned steel company Erdemir acquired Yarımca

container terminal site for US$ 82 million from Evyap

Pragma advised Evyap

DP World acquired green field coastal site at Yarimca,

Turkey, for US$105 million, and rights to construct new

container terminal

In 2005, the terminals operated by DP World will

handle an estimated 12.5 million TEU which include

ports on six continents from the Americas to Asia

The completed 48 hectare site, on the Sea of

Marmara, will enable DP World to build and operate a

1 million plus TEU terminal with a planned investment

over US$170 million in terminal infrastructure

Bostik acquired Cekomastik in October 2005

Cekomastik, one of the best known brands in its sector

in Turkey, manufactures sealant products for the

construction market

Bostik is one of the largest sealant & adhesive

companies in the world with a turnover of 1.1 billion

Euro. Bostik is owned by Total, the 4. largest

petroleum and gas company in the world

Annex: Recent Transactions Completed by Pragma

İş Venture Capital (“İş Venture”) and Netherlands

Development Finance Company (“FMO”) acquired

51% of Tüyap by providing US$12 million in equity.

FMO also extended a loan facility of US$7 million

Tüyap is the leading fairs and exhibitions organizer in

Turkey. The company serves to more than 12,000

domestic and foreign exhibitors from 52 countries with

exhibitions on 58 different topics. The company hosts

on average 2 million visitors each year

Tüyap currently operates 92,000 sqm exhibition area in

Istanbul, Bursa and Konya

PRAGMA

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