Pragma Corporate Finance P RAGMA Harman Sokak Harmanc Giz Plaza - - PowerPoint PPT Presentation

Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No: 11 – 12 • 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

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Page Section 1 Pragma Overview 3 Section 2 Recent Transactions Completed by Pragma 11 Section 3 Turkey – Macroeconomic Overview 29

Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No: 11 – 12 • 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

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70 completed transactions since 2005 with total deal size in excess of US$5.0 bn

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Leading M&A advisor in Turkey with 53 completed M&A and 4 project finance transactions since January 2008

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Leading M&A advisor with 23 investment bankers including 9 Managing Directors each with more than 18 years of experience

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Advised leading Turkish groups such as Akkök, Borusan, Boyner, Doğan, Koç, Ülker and Yaşar

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Advised leading international companies such as AngloAmerican, Banque Populaire, Bostik, CRH, DP World, Erste, Mars, Mondi, Vienna Insurance Group, SGS and Thyssen Krupp

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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 * As of June 2016

M&A Transactions 2008 - 2016 (number of deals)

4 53 52 46 35 Pragma # 2 # 3 # 4

PRAGMA

Transaction record of Pragma

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Section 1: Pragma Overview

PRAGMA

Transaction record of Pragma

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Section 1: Pragma Overview

PRAGMA

Transaction record of Pragma

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Section 1: Pragma Overview

PRAGMA

Selected Multinational Clients of Pragma

Leading Czech energy company with revenues

• f €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

• perational 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

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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

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PRAGMA

Selected Clients

Section 1: Pragma Overview

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Harman Sokak • Harmancı Giz Plaza Kat:10 -10A No:20/21 • 34410 • Levent • Istanbul • TURKEY Tel: +90.212.324.6060 • Fax: +90.212.324.5959 Confidential

PRAGMA

Section 2

Recent Transactions Completed by Pragma

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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Based in Istanbul, Bursa Pazarı is principally engaged in the sale of a variety of packaging, foodservice supplies and disposable gloves to wholesalers, retailers and hospitals throughout Turkey and also exports products to a number of countries overseas. The shareholders of Bursa Pazarı also have an online sales company, Kullanatmarket to cover e-commerce market with disposable party and household products.

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Listed on the London Stock Exchange FTSE100 Index, Bunzl is global business outsourcing and distribution company with US$9 billion revenues in

• 2014. Bunzl’s operations span across 29 countries

and 4 continents.

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Bunzl expanded its operations into the foodservice and healthcare sectors in Turkey with this transaction.

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Established in 2000, Customer Management Center is the largest independent outsourced call center services provider in Turkey, constituting circa 9% of the total number of seats in the outsourced call center market in 2014.

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Established in 1901 and headquartered in Søborg, Denmark, ISS A/S is one of the leading facility services companies globally, serving more than 200,000 customers in 53 countries with its workforce

• f 535,000.

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Mid Europa (“MEP”) is a London based private equity fund with offices in Budapest, Istanbul and Warsaw. MEP focuses on the growth markets of Central and Eastern Europe and Turkey with approximately €4.2 billion of funds raised and managed.

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Founded in 2007,İdea Yapı Kimyasalları (“İdea”), is a leading cement grinding aids and concrete admixtures producer.

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Fosroc is specialized in cement additives, concrete admixtures, waterproofing membranes, grouts and repairs, sealants, coatings and flooring. As a subsidiary of Dubai based JMH Group, Fosroc has around $500 mn sales and is active in Europe, Asia, Middle East, India and Far East.

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Fosroc has expanded its existence in Turkey and neighbouring countries by acquiring 80% of shares of Idea.

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Established in 1999, ENVY is a leading Turkish engineering services firm with extensive experience in local and international infrastructure projects. The Company operates primarily in the energy and transport sectors and is notably involved in both nuclear power plant construction projects in Turkey: Akkuyu and Sinop.

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Based in France, Assystem is an international group specialized in engineering services and is listed on Euronext Paris. As a key participant in the industry for 50 years, Assystem employs over 12,000 people worldwide and generated revenues of over €900 million in 2015.

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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Founded in 1989, Olgar Şirketler Grubu, is a retailer and distributor of sports and lifestyle products in

• Turkey. The Company with its 22 SPX stores, 7 Vault

stores and one Quiksilver store, is one of the leading retail groups in Turkey. The Company is also the exclusive distributor of leading sports and lifestyle brands such as Merrell, Salomon, Billabong and Quiksilver, in Turkey.

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Global Capital Management, the 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

• f more than 20 professionals based in Kuwait,

Dubai, Cairo and Istanbul offices.

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Aforementioned private equity fund has solidified its position in the Turkish retail space by acquiring Olgar Şirketler Grubu.

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Ekol Group, provides facility management services including industrial and technical cleaning, maintenance, repair and security. Ekol Group serves to leading companies in automotive, manufacturing and real estate sectors in 16 cities of Turkey with its 2,200 employees.

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Atalian is a global provider of facility management services with its 65,000 employees in 25,000 sites. Atalian has been providing industrial cleaning, technical maintenance and management services in Turkey since 2013.

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Established in 1993, Anadolu Hospitals Group (“Anadolu”) is the leading private hospital chain in the Mediterranean region of Turkey. It provides extensive healthcare services through a network of hospitals located in the city center of Antalya, Side, Belek and Kemer. Hong-Kong based ADM Capital is a minority shareholder of Anadolu since 2011.

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Anadolu acquired 100% of Medline Antalya Hospital (“Medline Antalya”) of Medline Healthcare Group, controlled by Esas Holding, one of the leading investment companies in Turkey.

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Through the acquisition of Medline Antalya, Anadolu expanded its existing chain in Antalya to 7 hospitals with 522 beds capacity, and solidified its leading position in the region.

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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.

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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

• wned 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.

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Recent Transactions

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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.

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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.

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Based in Germany, Otto Group is one of the largest retail and e-commerce groups in the world with

• perations in 20 countries and more than 120

companies.

Section 2: Recent Transactions Completed by Pragma

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

• ne 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.

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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.

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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.

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RBS Finansal Kiralama, established in 1999, is a leasing company in Turkey. RBS Finansal Kiralama

• perates with its license obtained from Banking

Regulation and Supervision Agency.

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Delfin Holding is an investment company based in Istanbul, Turkey.

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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.

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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

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Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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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.

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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.

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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.

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As a global specialist in energy management with

• perations in more than 100 countries, Schneider

Electric offers integrated solutions across multiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and data centres/networks, as well as a broad presence in residential applications.

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Polat Enerji was founded by Mr. Adnan Polat in

• 1999. EDF Energies Nouvelles, the international

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

• f 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

• peration, Polat Enerji will reach 600 MW of installed

capacity with an annual generation of 2 billion kWh.

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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.

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Established in 2005, Romatem is the leading physical therapy and rehabilitation services chain in Turkey. Romatem has successfully grown from a single facility in Samsun to a network of four facilities in three major cities of Turkey. Romatem has a team of over 325 professionals, and it provided over 347,000 treatments to approximately 52,000 patients in 2013.

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PineBridge is a global asset manager with nearly 60 years of experience in emerging and developed

• markets. PineBridge has approximately US$ 73.5 billion

in asset under management for institutional and individual clients.

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Pragma acted as the financial advisor of the Minority Shareholder in this transaction.

PRAGMA

Recent Transactions

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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

• f approximately USD 23 million in year 2013.

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Essentra plc is a FTSE 250 company and a leading international supplier of speciality plastic, fibre, foam and packaging products. Through its four principal

• perating divisions, Essentra focuses on the light

manufacture and distribution of high volume, essential components which serve customers in a wide variety

• f end-markets and geographies.

Section 2: Recent Transactions Completed by Pragma

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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.

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HTS, a subsidiary of Hitachi, one of the World’s largest holding companies, is a leading Japanese logistics company. With consolidated revenues of

• ver 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.

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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

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Anadolu Etap, owned jointly by Anadolu Group, is part

• f one of the largest conglomerates in Turkey,

Özgörkey Holding, active in the beverage industry as well as printing and packaging, and the Cutrale Group,

• ne 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.

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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.

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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.

PRAGMA

Recent Transactions

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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.

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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.

Section 2: Recent Transactions Completed by Pragma

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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.

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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

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Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. Şti.

• wns 120 MW Evrencik Wind Energy Power Plant

Project (“WEPP”). Evrencik WEPP is located in Kırklareli province in Marmara region. The project

• btained electricity generation license from EMRA on

February 9, 2012.

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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.

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RES Group is a leading global renewable energy group. RES has built over 6,000 MW of wind projects globally.

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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.

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Comdata is the leading Italian business process

• utsourcing company with revenues of Eur 260 million

and over 9,000 employees. Comdata provides services

• f 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.

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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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.

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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.

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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

• ptions.

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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.

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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.

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

• ver 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.

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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.

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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.

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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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.

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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.

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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.

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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.

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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.

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YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation.

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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.

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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.

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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.

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Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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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.

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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.

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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

• peration 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

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YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation

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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

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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

• peration 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

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YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation

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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

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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

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GCML, alternative asset management arm of Global Investment House, is a leading alternative asset management firm in the MENA region. It continues its

• perations with a team of more than 30 professionals

based in Kuwait, Dubai, Cairo and Istanbul offices

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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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.

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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

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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

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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

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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

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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

• ffices in Hong Kong, Mumbai, Beijing, Istanbul,

London, Kiev and Almaty. ADM’s assets under management are around US$1.7 billion

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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

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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

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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

PRAGMA

Recent Transactions

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Section 2: Recent Transactions Completed by Pragma

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Situated in Erzincan province with a total investment budget of €300mn, Kemah HEPP will generate 572 million kWh of electricity per annum

n

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

n

Pragma advised Akres for €47.3 mn project financing for its 45 MW wind farm in Akhisar, Manisa. Construction already started and expected commercial

• peration date is June 2011

n

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

n

Akres project capacity is 45 MW based on 18 units Nordex N90 2.5MW turbines. Expected annual energy generation is 138 million kWh

n

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

• f Hermes application process and loan agreement

negotiations

n

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

• ver 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

n

myTechnic is an aircraft maintenance, repair and

• verhaul (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

• f shops, office area and storage area and 6,000 sqm
• f engine shops

n

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

n

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

• ver 75 leading manufacturers of Information

Technology, Telecom, Lifestyle and Consumer Electronics Products, worldwide

PRAGMA

Recent Transactions

23

Section 2: Recent Transactions Completed by Pragma

n

Erste acquired Lehman Brothers Menkul Değerler A.Ş. in 2009

n

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

n

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

n

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

n

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

n

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

n

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

n

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

24

Section 2: Recent Transactions Completed by Pragma

n

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

n

Invest AD, a subsidiary of Abu Dhabi Investment Council, is engaged in private equity, real estate, asset management, infrastructure and investment banking segments

n

Isbank supplied project finance and working capital finance of of € 30 million in 2007 and further € 18.5 million in 2009 to Best

n

Pragma advised Best

n

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

n

The Company generated €79 million revenue in 2007

n

Isbank is the largest private bank in Turkey

n

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

• f Sardunya Group, which generated combined

revenues of US$130 million in 2007 from food and food services

n

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

• ver 1,000 clients with 14,500 employees

n

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

n

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

25

n

Arkem acquired 100% of Altintel Port in May 2008

n

Pragma advised Altintel

n

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

n

Arkem is a regional distributor of chemicals handling more than 200 products

Section 2: Recent Transactions Completed by Pragma

n

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

n

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

n

Peyman , one of the leading snack food companies in Turkey, with 2007 revenues of approximately US $40 million

n

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

n

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

n

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

PRAGMA

Recent Transactions

26

Section 2: Recent Transactions Completed by Pragma

n

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

n

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

n

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.

n

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

n

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

n

Headquartered in Ireland, CRH operates in 27 countries and employs around 80,000 people. CRH realized net sales of €18.7 billion in 2006

n

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

n

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

n

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

• n average 2 million visitors each year

n

Tüyap currently operates 115,000 sqm exhibition area in Istanbul, Bursa, Konya and Adana

PRAGMA

Recent Transactions

27

Section 2: Recent Transactions Completed by Pragma

n

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.

n

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

n

Tarmac, a subsidiary of Anglo American Industrial Minerals acquired 100% of Koca Beton Agrega Madencilik (“Koca Beton”)

n

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

n

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

n

DP World acquired green field coastal site at Yarimca, Turkey, for US$105 million, and rights to construct new container terminal

n

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

n

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

• ver US$170 million in terminal infrastructure

n

Zehnder Group, the leading premium radiator producer acquired 51% of Sanpan

n

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

n

Sanpan is the leading towel radiator producer in Turkey in terms of its technology

PRAGMA

Recent Transactions

28

Section 2: Recent Transactions Completed by Pragma

n

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

n

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

n

Tüyap currently operates 92,000 sqm exhibition area in Istanbul, Bursa and Konya

n

Bostik acquired Cekomastik in October 2005

n

Cekomastik, one of the best known brands in its sector in Turkey, manufactures sealant products for the construction market

n

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

n

State owned steel company Erdemir acquired Yarımca container terminal site for US$ 82 million from Evyap

n

Pragma advised Evyap