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Harman Sokak Harmancı Giz Plaza Kat: 10 10 A 21 No:20 34410 Levent Istanbul TURKEY Tel: +90.212.324.6060 Fax: +90.212.324.5959 www.pragma.com.tr Confidential PRAGMA Pragma

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Page 1: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

Harman Sokak • Harmancı Giz Plaza Kat: 10 – 10 A – 21 No:20 • 34410 • Levent • Istanbul • TURKEY

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Pragma

Page 2: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Table of Contents

Page

Section 1 Pragma Overview 3

Annex Recent Transactions Completed by Pragma 12

Page 3: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

Harman Sokak • Harmancı Giz Plaza Kat: 10 – 10 A – 21 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

Page 4: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Pragma

M&A transactions in Turkey

2008 - 2012 (number of deals)

Section 1: Pragma Overview

Established in 2002

Total 39 deals completed since 2005

– Over US$3.0 billion deal size

Leading M&A advisor in terms of deals completed

between 2008-2012

– 27 completed M&A transactions

Advisor to large foreign and Turkish companies

– More than 45 buy-side engagements

Largest M&A focused team in Turkey

– Industry teams

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

multinational and Turkish clients

Excludes advisory to sister company clients within the same group

Includes PPP transactions

Includes transactions larger than US$5 million

Excludes multiple acquisitions in connection with same deal and brand, right, license

acquisitions

27 26

24

20

18

Pragma #2 #3 #4 #5

Page 5: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

acquired

50 MW Balabanlı Wind

Energy Power Plant

Project

from

Group

2011

Advisor to Buyer

Turkish Transaction Record of Pragma 2011-2012

acquired 80% of

2011

Advisor to Seller

Section 1: Pragma Overview

acquired

2011

Advisor to Seller

acquired 47% of

2011

Advisor to Seller

acquired 100% of

2011

Advisor to Buyer

won the PPP tender for

Kayseri Integrated Health Campus

2011

Advisor to Buyer

won the PPP tender for

Manisa Training and Research Hospital*

2011

Advisor to Buyer * Deal is not closed

won the PPP tender for

Konya Karatay Integrated Health Campus*

2012

Advisor to Buyer * Deal is not closed

acquired

majority stake of

2012

Advisor to Seller

acquired 80% stake in

AE Arma-Elektropanç

2012

Advisor to Seller

Page 6: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA Turkish Transaction Record of Pragma 2009-2010

acquired 46% of

2009

Advisor to Seller

Section 1: Pragma Overview

acquired

Sakarya Electricity Distribution Co.

US$ 600 million

2009

Advisor to Buyer

acquired %37.4 of

US$ 303 million

2009

Advisor to Seller

acquired

Menkul Değerler A.Ş.

2009

Advisor to Buyer

acquired

Enerji (163MW Kemah HEPP)

2010

Advisor to Buyer

acquired 10% of

from Dogan Holding

US$ 20 million

2010 Advisor to Buyer

acquired 49.4% of

US$ 42.4 million

2010

Advisor to Seller

acquired

majority stake of

2010

Advisor to Seller

raised project finance

€ 47.3 million

2010

Advisor to the Company

provided equity and debt financing to

2011

Advisor to Seller

Page 7: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA Turkish Transaction Record of Pragma 2007-2009

Section 1: Pragma Overview

acquired

US$ 44 million

2008 Advisor to Seller

acquired 84% of

from Dogan Holding

US$ 124 million

2007 – 2009 Advisor to Buyer

acquired 60% of

2009

Advisor to Seller

acquired a stake of

€50 million

2009

Advisor to Seller

acquired

2008 Advisor to Seller

acquired 100% of

2008

Advisor to Buyer

acquired 30% of

2008 Advisor to Seller

Münir Şahin owned by

acquired 100% of Betasan

2008

Advisor to Seller

acquired 46% of

2008 Advisor to Seller

Elektromekanik

raised Debt Finance

€ 18.5 million

2009

Advisor to Company

Page 8: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA Turkish Transaction Record of Pragma 2005-2007

subsidiary

acquired

2006 Advisor to Buyer

acquired

2006

Advisor to Buyer

sanpan

acquired

Yarımca Porselen from

US$ 82 million

2005 Advisor to Seller

acquired

2005 Advisor to Seller

acquired 51% of its shares from

2007 Advisor to Seller

acquired 51% of its shares from

US$ 18 million

2007

Advisor to Buyer

Elektromekanik

raised Debt Finance

€ 30 million

2007 Advisor to Company

acquired

Yarımca Port

US$ 105.0 million

2005

Advisor to Buyer

acquired 100% of

2007 Advisor to Seller

Section 1: Pragma Overview

acquired 50% of

US$ 270 million*

2007 Advisor to Buyer

Page 9: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Leading Czech energy company with

revenues of €7bn

Leading Austrian insurance group in Central and

Eastern Europe with gross written premiums of

€5.9bn

Emerging market focused utility with

US$9bn revenues and 7 million customers

lOne of the largest steel companies in the world

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 Eastern European financial group with

€13bn book value

Leading energy and chemicals company

with €131bn revenues

Leading packaging company in Central Europe

with €2bn sales

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

Leading integrated packaging and paper

company with revenues of €5.3bn

Global mining conglomerate with

revenues of US$32bn

One of the largest inspection companies

One of the world’s largest container port

terminal operators with a global capacity

of more than 50mn TEU

Third largest commercial bank in France with

total assets of US$300bn

Selected Multinational Clients of Pragma

Section 1: Pragma Overview

Page 10: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

Harman Sokak • Harmancı Giz Plaza Kat: 10 – 10 A – 21 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

Page 11: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Konya Karatay Integrated Health

Campus. Pragma provided financial advisory services to the YDA – Inso consortium

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

won the PPP tender for

Konya Karatay Integrated

Health Campus*

2012

Advisor to the Buyer

*Deal is not closed

PR A G M A

acquired 80% stake in

AE Arma-Elektropanç

2012

Advisor to the Seller

Imtech, one of the largest technical services providers globally, signed an agreement with the shareholders of AE

Arma-Elektropanç to acquire 80% of their equity stake with the remaining shares to be acquired in the future

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, Imtech holds strong positions in the buildings and industry markets in the

Netherlands, Belgium, Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland

and Spain; the European markets of ICT and Traffic; as well as in the global marine market

Pragma acted as the financial advisor of AE Arma-Elektropanç and its shareholders in this transaction

PR A G M A

Page 12: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Pragma advised Borusan EnBW for the acquisition of 50 MW Balabanlı Wind Energy Power Plant (“WEPP”)

project from RES

Balabanlı WEPP is located 16 km northeast of Tekirdağ. Balabanlı WEPP is expected to have average annual

generation of 152 GWh with 28 turbines with a capacity utilization ratio of 35%. The project obtained EMRA

generation license on 31 March 2011 which is valid for 49 years

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

Acquired

50 MW Balabanlı Wind Energy

Power Plant Project

from

Group

2011

Advisor to the Buyer

PR A G M A

Annex: Recent Transactions Completed by Pragma

Mediterra, the Turkey based private equity firm, acquired a majority stake in Turkey’s leading mobile payment

company, Mikro Odeme

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 acted as the financial advisor of Mikro Odeme and its shareholders in this transaction

acquired

majority stake of

2012

Advisor to the Seller

PR A G M A

Page 13: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Saya Group acquired 100% of Volt, the leading manufacturer of small-sized asynchronous electric motors in

Turkey

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

Pragma provided investment banking and financial advisory services to Volt

acquired

2011

Advisor to the Seller

PR A G M A

Global Capital Management LTD (“GCML”), acquired 80% of Bicakcilar Group (“Bicakcilar”), the leading

manufacturer of medical disposable and equipment, and distributor of cardiovascular and neurosurgery products in

Turkey

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

Pragma acted as the financial advisor of Bicakcilar

acquired 80% of

2011

Advisor to the Seller

PR A G M A

Page 14: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Kayseri Integrated Health Campus.

The project is the first Public Private Partnership (“PPP”) project in Turkey. Pragma provided financial advisory

services to the YDA – Inso consortium

The project will involve a health campus investment with 1,583-bed capacity, allocated to general treatment,

physical therapy and rehabilitation, psychiatry, and high-security forensic psychiatry

The consortium shall provide the financing, development of design, construction, procurement of medical devices

and other equipment for the health campus, and furbish the facilities. The consortium shall also undertake the

provision of support services in the facilities including imaging, laboratory and other medical support and

outsourcing services

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

won the PPP tender for

Kayseri Integrated Health Campus

2011

Advisor to the Buyer

PR A G M A

PineBridge Eurasia Financial Investments S.a.r.l, an investment company managed by PineBridge Investments

acquired 47% equity stake in Ulusal Faktoring A.S. (Turkey)

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

Pragma acted as the financial advisor of Ulusal Faktoring in this transaction

acquired 47% of

2011

Advisor to the Seller

PR A G M A

Page 15: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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 centers of Antalya, Side, Belek and Kemer

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

Pragma acted as the financial advisor of Anadolu

acquired 100% stake of

2011

Advisor to the Buyer

PR A G M A

YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Manisa Training and Research

Hospital. Pragma provided financial advisory services to the YDA – Inso consortium

Manisa Training and Research Hospital project will be a Public Private Partnership model and involve a hospital

investment with 558-bed capacity. The investment period of the project is 2 years and operation period will be 25

years

The consortium shall provide development of design, construction, procurement of medical devices and other

equipment for the hospital, 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

won the PPP tender for

Manisa Training and

Research Hospital*

2011

Advisor to the Buyer

*Deal is not closed

PR A G M A

Page 16: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

HNA Group of China and Bravia Capital Partners signed a share purchase agreement to acquire majority stake in

myTechnic

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

Pragma acted as the financial advisor of MyTechnic

acquired majority stake of

2010

Advisor to the Seller

PR A G M A

Annex: Recent Transactions Completed by Pragma

provided equity and debt

financing to

2011

Advisor to the Buyer

PR A G M A

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

ADM provided equity and debt financing to Anadolu in connection with its acquistion of Alanya Can Hospitals

Pragma provided sell-side and debt finance advisory services to Anadolu

Page 17: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Akenerji has acquired Ickale Enerji, which owns 163MW Kemah Hydroelectric Power Plant (HEPP) project

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 acted as the financial advisor of Akenerji

acquired

Enerji

(163MW Kemah HEPP)

2010

Advisor to the Buyer

PR A G M A

Annex: Recent Transactions Completed by Pragma

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

Total debt package covers financing of 85% of turnkey contract, 100% of Hermes risk insurance premium and

100% of interest during construction with 16.5 years term

Akres is owned by Karesi Enerji, which is a Yırcalı Group company. Yırcalı Group is a reputable Turkish group,

which has operations in transformer manufacturing, electricity generation, animal feed production and synthetic

weaving

raised project finance

€47.3 million

2010

Advisor to the Company

PR A G M A

Page 18: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Invest AD, based in Abu Dhabi, acquired a minority stake in Ekol Lojistik, one of the leading logistics companies in

Turkey

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

Pragma acted as the financial advisor of Ekol Lojistik

acquired a minority stake of

€50 million

2009

Advisor to the Buyer

PR A G M A

Redington acquired 49.4% of Arena Bilgisayar for US$42.484 million

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 acted as the financial advisor of Arena Bilgisayar

acquired 49.4% of

US$ 42.4 million

2010

Advisor to the Seller

PR A G M A

Page 19: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

AkCez OGG acquired Sedas, a regional power distribution company

Pragma advised AkCez

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

Sedas supplies 1.5 million customers with nearly 5.3 billion kWh of electricity to the region of Sakarya, while 53%

of the customers are industrial consumers

acquired

Sedas Electricity Distribution

US$ 600 million

2009

Advisor to Buyer

PR A G M A

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

Erste has around 16,500 employees and serves with more than 1000 branches. Erste operates in Austria,

Slovakia, the Czech Republic, Croatia, Serbia, Romania, Hungary and Ukraine through its subsidiaries

Pragma acted as the financial advisor of Erste

acquired

Menkul Değerler A.Ş.

2009

Advisor to the Buyer

PR A G M A

Page 20: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Fayat SA acquired 60% of BVS, a leading Turkish crane supplier, and BCES, a leading Turkish steel construction

company

Pragma advised BVS and BCES

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, which was also included as

part of the transaction

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

acquired 60% of

2009

Advisor to the Seller

PR A G M A

Swicorp Private Equity acquired 46% of Taftel Carpet, a leading contemporary carpet manufacturer in Turkey,

following its acquisition of Step in 2008

Pragma advised Taftel

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

acquired 46% of

2009

Advisor to the Seller

PR A G M A

Page 21: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

ISS acquired Sardunya Hazır Yemek, the contract catering arm of Sardunya Group

Pragma advised Sardunya

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

acquired

2008

Advisor to the Seller

PR A G M A

Annex: Recent Transactions Completed by Pragma

CEZ Group acquired 37.4% of Akenerji for US$302.6 million, valuing the entire share capital for US$810 million

Pragma advised Akenerji

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

acquired %37.4 of

US$302.6 million

2008

Advisor to the Seller

PR A G M A

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

acquired

Altıntel Port

2008

Advisor to the Seller

PR A G M A

Münir Şahin İlaç, a portfolio company of Partners in Life Sciences (PiLS), acquired 100% of Betasan Bant Sanayi

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 provided investment banking and financial advisory services to Betasan

Münir Şahin İlaç owned by

acquired 100% of Betasan

2008

Advisor to the Seller

PR A G M A

Page 23: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Bostik acquired 100% of Tekbau, a leading construction chemical company in Turkey

Pragma provided buy-side investment banking and financial advisory services to Bostik for the initiation,

negotiations and closing of the deal

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

Prior to the transaction, Tekbau was a financial investment of Viem Yatırım and ANG Yatirim Holding, one of the

founder shareholders of Tekfen Holding

acquired 100% of

2008

Advisor to the Buyer

PR A G M A

Swicorp Private Equity acquired 46% of Step Carpet, the leading contemporary carpet retailer in Turkey

Pragma advised Step

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

acquired 46% of

tarafından

2008

Advisor to the Seller

PR A G M A

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Isbank supplied €30 million project finance and working capital finance 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

€30 million debt facility

for capacity increase

2007

Advisor to the Borrower

PR A G M A

Esas Holding acquired 30% of Peyman in March 2008

Pragma advised Peyman

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

acquired 30% of

2008

Advisor to the Seller

PR A G M A

Page 25: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

TBIH Financial Services Group, one of the leading insurance companies in Central and Eastern Europe has

acquired 74.26% of Ray Sigorta, one of the leading non-life insurance companies in Turkey, from Dogan Holding, a

publicly traded conglomerate involved in media, energy, financial services and tourism and public shareholders.

Dogan Holding will continue to be a 20% shareholder in Ray Sigorta

Pragma advised TBIH

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. 21.8% of Ray Sigorta shares are traded at the

Istanbul Stock Exchange

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

acquired 74.26% of

Dogan Holding’s subsidiary

US$ 104.7 million

2007

Advisor to the Buyer

PR A G M A

ISS acquired 100% of CMC Customer Management Services in July 2007

Pragma advised CMC

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

acquired 100% of

2007

Advisor to the Seller

PR A G M A

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PRAGMA

Recent Transactions

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

Pragma advised Tüyap

As a background, in a separate deal, which took place in 2005, Pragma advised Tüyap Exhibition Group for selling

51% of its equity to the same private equity groups

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

Tüyap Fair & Exhibition Group

acquired 51% of its shares from

US$18.5 million

2007

Advisor to the Buyer

PR A G M A

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

Pragma advised CRH

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

acquired 50% of

2007

Advisor to the Buyer

PR A G M A

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

Pragma advised Zehnder Group

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

acquired 51% of

sanpan

2006

Advisor to the Buyer

PR A G M A

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

(“Koca Beton”)

Pragma advised Tarmac

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

a subsidiary of

acquired

Koca Beton Agrega Madencilik

2006

Advisor to the Buyer

PR A G M A

Page 28: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

Recent Transactions

Bostik acquired Cekomastik in October 2005

Pragma advised Cekomastik

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

acquired 100% of

2005

Advisor to the Seller

PR A G M A

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

Pragma advised Tüyap

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

acquired 51% of

Tüyap Fair & Exhibition Group

Equity of US$12 million

Loan of US$7 million

2005

Advisor to the Seller

PR A G M A

Page 29: PragmaPragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients Excludes advisory to sister company clients

PRAGMA

© 2012 Pragma.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic,

mechanical, photocopying, recording, or otherwise, without the prior consent of Pragma.

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

container terminal

Pragma advised DP World

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

acquired Yarımca A.S.

owned by

US$105 million

2005

Advisor to the Buyer

PR A G M A

Recent Transactions