Investor Presentation Sep 2018 1
Disclaimer This presentation is provided by Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (the “Company”) for your general information and the information herein is based on the Company’s current knowledge at the time of this presentation and subject to changes without any notice. The presentation cont ains forward-looking statements reflecting the Company’s view, assumptions and expectations on future events, which may be affected by a number of variables that may ca use such events to result materially different from the Company’s expectations and are subject to risks and uncertainties. The Company does not give any represent ation, warranty or guarantee of any kind for the performance of the forward-looking statements or for the completeness or accuracy of the information herein. The Company is under no obligation to update, amend any statement in this presentation due to future events, developments and uncertainties. This presentation does not contain any investment advice, recommendation to offer, sell, purchase or subscribe for any shares or securities of the Company or any company in the Company’s portfolio. The previous results of the Company and the companies in the Company’s portfolio do not account f or future performance of the same. Any person considering an investment in the Company or the companies in the Company’s portfolio should consult their own legal, a ccounting and tax advisors. You should not reproduce or distribute this presentation or the information herein to any third party. The Company, its subsidiaries, their managers and employees shall have no liability whatsoever for any loss arising from your use or distribution of this presentation. 2
Gözde at a Glance TR A publicly traded Private Equity Investment Company, investing in promising assets to create long-term value for its shareholders 3
Turkey at a glance Strong GDP growth (1) with fast recovery from economic downturns … … Differentiating Turkey from other European peers GDP real growth (1) % Materially above growth rate compared to Strong GDP growth story with rapid recovery developed and developing European economies from economic crises 11.1% 7.4% 9.6% 9.0% 8.5% 8.5% 7.4% 7.1% 6.4% 6.1% 5.6% 5.2% 5.0% 5.0% 5.0% 5.0% 4.8% 4.6% 3.8% 3.5% 3.2% 4.2% 4.0% 2.3% 0.8% -4.7% 3.1% 3.0% 2.5% 2.5% 1.8% 1.8% 1.8% 1.7% 1.5% 1.5% 1.6% 1.5% Turkey Poland Hungary Spain Germany France UK Russia 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018E 2019E 2020E 2021E 2022E 2023E FY2017 18E-23E CAGR … expected to result further growth in consumer related sectors ... Further supported by favorable demographic trends # of households grows by 2.6% Disposable income, current prices higher than population growth CAGR (2002-2016) (2) 39.6 47.1 30.9 40.5 41.4 42.7 40.7 42.3 of 1.4% 3 rd largest population in Europe and expected to 144.0 5.3% be 2 nd largest by 2020 82.7 80.8 66.1 64.8 2.6% 46.3 38.0 1.5% 1.4% 1.4% 1.4% 1.3% 0.9% 0.7% 9.8 Russia Germany Turkey UK France Spain Poland Hungary Turkey Poland Hungary Spain Germany France UK Russia Euro area Population (m) Median age Source: IMF (WEO April 2018), The World Factbook, OECD, TurkStat, New Economic Plan Sep-2018 (1) Turkish GDP growth expectations are updated according to New Economic Plan announced in Sep 2018, growth rate assumed constant after 2021 4 (2) Data for Turkey was available between 2006- 2016, data wasn’t available for Russia until 2012 and for 2016
Gözde at a Glance Diversified NAV (2) raised to portfolio with TL 1.5bn by investments in 9 1H 2018 companies # of portfolio companies (1) NAV 1H 2018 (TL bn) 9 1.5 0.8 1 2014 1H 2018 2010 YE 1H 2018 An investment platform established in 2010 to serve private companies at various different stages of growth and profitability (1) Propak and Rotopaş entities are counted as one company under Polinas entity, Kuveyt Türk investment is not included in the ca lculation, Sebat (Tokai), spun-off in 2016, is calculated as a transaction in 2016 (2) Net Asset Value 5
Ownership Shareholding Structure Overview of Gözde ˃ Established in 2010, Gözde is the largest listed PE Investment Company on the Istanbul Stock Exchange 19% in terms of total asset size, NAV and market capitalization Paid-in 5% ˃ The majority of the Company is owned (77%) by Ülker Capital Family (through family members and holding company TL 385mn 58% Yıldız Holding shares) 18% ˃ Yıldız Holding is the largest food conglomerate in Turkey and CEEMEA with consolidated revenues of USD12bn and third largest manufacturer in Europe and one of the top ten chocolate and confectionary Ülker family Yıldız Holding producer globally. Yıldız owns some well-known global Franklin Templeton Publicly traded brands such as Godiva, McVities and Ülker with total 60k employees globally ˃ Franklin Templeton acquired 5% share of Gözde in October 2017 and entered into agreement to provide advisory services to support Gözde’s primary objective of shareholder’s value creation 6
Share Price Performance (Based on 30 Jun 2018 TFRS financials) Current TL 2.7bn Total Assets TL 1.0bn MCAP * (1) *BIST - As of 10-Sep-2018 Net Asset Value TL 1.5bn IRR** (2) 18% (NAV) **Based on book values of portfolio companies - from inception until 1H18 Stock price performance (TL) Agreement with 7.00 Franklin Templeton 6.00 5.00 4.00 3.00 2.00 Gözde BIST-100 Indexed 1.00 0.00 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 (1) Mcap: Market Capitalization: # of outstanding shares * share price (2) IRR: Internal rate of return 7
Portfolio Breakdown (Based on 30 Jun 2018 TFRS financials) Azmüsebat Sebat Portfolio companies Book Value (TL mn) Polinas 2% 1% 2% Şok 1,217 Makina Takım Kümaş 320 7% FLO 297 Penta Penta 238 9% Şok Makina Takım 183 44% İsmet (Polinas) 68 Azmüsebat 56 Gözde stake: Sebat Çakmak 31 FLO TL 2.7bn Türkiye Finans 332 11% Kuveyt Turk 0 Total 2,743 Kümaş 12% Türkiye Finans 12% 8
Portfolio List % of Entry Market ranking Book TL mn Business Description Cost IRR CoC (3) Interest year in Turkey Value (2) The Fastest Growing Discount Food Retailer 22.9% 2011 #3 175 1,217 38% 7.0x in Turkey The Largest Integrated Refractor platform in 51.0% 2012 #1 280 320 9% 1.1x Turkey and Eastern Europe 11.5% 2013 The Largest Footwear Retailer of Turkey #1 145 297 18% 2.1x Turkey’s Leading Value -Added Technology 54.3% 2014 #3 28 238 66% 8.7x Distributor First and the Largest Cutting Tool 87.0% 2012 #1 168 183 3% 1.1x Manufacturer in Turkey 97.6% 2013 First and Sole Razor Manufacturer in Turkey #2 61 56 n.a. 0.9x 100.0% 2016 The Leader in Lighters Market in Turkey #1 1 31 n.m. 30.7x 100.0% 2014 Leading Flexible Film Producer in Turkey #1 285 68 n.a. 0.2x 10.6% 2010 Leading Islamic Bank in Turkey #2 250 332 4% 1.3x Total (1) 1,408 2,743 18% 2.0x (1) Excluding Kuveyt Türk (2) As of Jun 2018 9 (3) CoC: Cash-on-cash, calculated as current Book Value / Cost n.m: not meaningful, n.a.: not applicable
Sector Breakdown 9% 55% 19% Retail IT Industrials 3% 12% 2% Finance Consumer durables Packaging Gözde has established a balanced and diversified portfolio which helps protect Gözde from volatile market movements and economic downturns Share in total book value of the portfolio (as of 30 Jun 2018) 10
Investment Timeline Polinas 49% Farmamak Rotopaş 48% 51% Share 54% Share 49% Share Share Acquisition Acquisition Share Acquisition Acquisition Divestiture %12 Spin-off Mar Jan May May Mar Oct 2017 2010 2011 2012 2013 2014 2016 Aug Sep Dec Dec Jun Sep 39% Share 60% Share 12% Share 49% Share 90% Share Farmamak 100% Acquisition Acquisition Acquisition Acquisition Acquisition Polinas 50% Rotopaş 51% Share Acquisition 12% Share Spin-off of Sebat Acquisition from Azmüsebat A private equity investment company that actively manages its portfolio through portfolio acquisitions and divestitures with continuous newsflow in the stock market 11
Investment Philosophy Global network Invest in growth Unique investments Value creation We focus on rising We provide a diversified We create value through We have strong local and emerging markets portfolio for public execution of strategy for global network for deal consumption growth and investors: primarily operational and financial sourcing related industries to privately owned improvements for each maximize our returns in businesses that are portfolio asset the long-term market leading, growth oriented and cash generative 12
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