Pragma Corporate · PDF fileAmerican private equity ... Leading European chemical product...

39
Harman Sokak Harmancı Giz Plaza Kat: 6 10 A No:20 34410 Levent Istanbul TURKEY Tel: +90.212.324.6060 Fax: +90.212.324.5959 www.pragma.com.tr Confidential PRAGMA Pragma Corporate Finance

Transcript of Pragma Corporate · PDF fileAmerican private equity ... Leading European chemical product...

Page 1: Pragma Corporate  · PDF fileAmerican private equity ... Leading European chemical product distribution company with €1bn revenues RWE Innogy: ... rubber belts and

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

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Pragma Corporate Finance

Page 2: Pragma Corporate  · PDF fileAmerican private equity ... Leading European chemical product distribution company with €1bn revenues RWE Innogy: ... rubber belts and

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

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Section 1

Pragma Overview

Page 3: Pragma Corporate  · PDF fileAmerican private equity ... Leading European chemical product distribution company with €1bn revenues RWE Innogy: ... rubber belts and

PRAGMA

Pragma

Section 1: Pragma Overview

54 completed transactions since 2005 with total

deal size close to US$4.0bn

Leading M&A advisor in Turkey with 41 completed

M&A and 3 project finance transactions since

January 2008

Advised leading Turkish groups such as Akkök,

Borusan, Boyner, Doğan, Koç, Ülker and Yaşar

Advised leading international companies such as

AngloAmerican, Banque Populaire, Bostik, CRH,

DP World, Erste, Mars, Mondi, Vienna Insurance

Group, SGS and Thyssen Krupp

Completed and on-going transactions with leading

regional private equity funds

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

multinational and Turkish clients

Source: mergermarket

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

M&A Transactions

2008 - 2013 (number of deals)

41

38

33 32

22

Pragma #2 #3 #4 #5

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PRAGMA

Turkish Transaction Record of Pragma

Section 1: Pragma Overview

acquired 100%

stake in

2012

Advisor to Buyer

acquired 50% of

Evrencik WEPP

Project (120 MW)

from

Group

2013

Advisor to Seller

Acquired 51% of

2013 Advisor to the Seller

Acquired 100% of

2013 Advisor to the Seller

Sold 100% of to

2013 Advisor to the Seller

Acquired 100% of

2013 Advisor to the Seller

Acquired 50% of*

2013 Advisor to the Seller

*Closing is subject to the approval of Competition Board

acquired 100% of*

2013 Advisor to the Seller

*Closing is subject to the approval of Competition Board

Acquired 100% of

2014 Advisor to the Seller

American private equity

Acquired 50% of

Turkish branch hospital chain

2013

Advisor to the Seller

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PRAGMA

Turkish Transaction Record of Pragma

Section 1: Pragma Overview

acquired 80% of

2011

Advisor to Seller

acquired

50 MW Balabanlı Wind

Energy Power Plant

Project

from

Group

2011

Advisor to Buyer

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

acquired

2012

Advisor to Seller

acquired 60% stake in

2012

Advisor to Seller

acquired minority

stake in

2012

Advisor to Seller

acquired 99%

stake in

advisor to the Sellers

2012

Advisor to Seller

acquired 100%

stake in

Sibel RES (80MW)

2012

Advisor to Seller

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PRAGMA

Turkish Transaction Record of Pragma

Section 1: Pragma Overview

raised project finance

€ 47.3 million

2010

Advisor to the Company

acquired

Enerji (163MW Kemah HEPP)

2010

Advisor to Buyer

acquired

majority stake of

2010

Advisor to Seller

acquired 49.4% of

US$ 42.4 million

2010

Advisor to Seller

provided equity and debt financing to

2011

Advisor to Seller

acquired 47% of

2011

Advisor to Seller

acquired 100% of

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

Kayseri Integrated Health Campus

2011

Advisor to Buyer

acquired

2011

Advisor to Seller

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PRAGMA

Turkish Transaction Record of Pragma

Section 1: Pragma Overview

acquired

US$ 44 million

2008 Advisor to Seller

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

acquired 94.3% of

from Dogan Holding and

public shareholders

US$ 147.4 million

2007 – 2011 Advisor to Buyer

Elektromekanik

raised Debt Finance

€ 18.5 million

2009

Advisor to Company

acquired 46% of

2009

Advisor to Seller

acquired 60% of

2009

Advisor to Seller

acquired a stake of

€50 million

2009

Advisor to Seller

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

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PRAGMA

Turkish Transaction Record of Pragma

Section 1: Pragma Overview

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

2005 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

acquired 50% of

US$ 270 million*

2007 Advisor to Buyer

acquired 100% of

2008

Advisor to Buyer

acquired

2008 Advisor to Seller

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PRAGMA

Selected Multinational Clients of Pragma

Leading Czech energy company with revenues

of €7bn

Leading Austrian insurance group in Central and

Eastern Europe with gross written premiums of €8.2bn

Leading electricity distribution and

infrastructure services company with US$9bn

revenues and 7 million customers

Leading European chemical product distribution

company with €1bn revenues

RWE Innogy: RWE’s renewables arm, 2.1

GW operational projects and 20GW project

pipeline

European materials services & distribution company

with €6bn revenues

Germany’s 3rd largest energy company with its

6 million customers and more than €17bn

revenues

Leading European financial group with €13bn book

value

Leading energy and chemicals company with

€131bn revenues

One of the largest Far Eastern financial services

company with US$13bn book value

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

Worldwide known food comapny with revenues of

US$30bn

Global mining conglomerate with revenues of

US$32bn

Leading packaging company in Central Europe with

€2bn sales

One of the world’s largest container port

terminal operators with a global capacity of

more than 50mn TEU

Leading integrated packaging and paper company

with revenues of €5.3bn

Third largest commercial bank in France with

total assets of US$300bn

Leading European cable company with revenues of

€1.6 bn

Section 1: Pragma Overview

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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: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY

Tel: +90.212.324.6060 • Fax: +90.212.324.5959

www.pragma.com.tr

Confidential

PRAGMA

Annex

Recent Transactions Completed by Pragma

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PRAGMA

Arlight Aydınlatma A.Ş. ("Arlight") shareholder Arlı family has signed a sale and purchase agreement to sell its

100% stake in Arlight to AB Fagerhult ("Fagerhult").

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. Example application areas include commercial

offices, educational buildings, hospitals, shopping malls and airports. The company’s headquarters and

manufacturing facilities are located in Ankara, and the company employs around 160 personnel. Around 20%

of Arlight’s turnover is comprised of exports.

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. The group owns strong

lighting brands such as Fagerhult, LTS Licht & Leuchten, Atelje Lyktan, Eagle Lighting, Designplan Lighting and

Whitecroft Lighting. Fagerhult is listed on the Nasdaq OMX Nordic Exchange in Stockholm and the majority of

the shares of the company is owned by Swedish investment group Investment AB Latour.

Pragma acted as the exclusive financial advisor to Arlight and Arlı family in this transaction.

acquired 100% of*

2013

Advisor to the Seller

*Closing is subject to the approval of Competition Board

PR A G M A

Annex: Recent Transactions Completed by Pragma

Essentra acquired 100% stake in Mesan Kilit on 30 December 2013. Pragma acted as the exclusive financial

advisor of Mesan Kilit shareholders in this transaction.

Established in 1979, Mesan Kilit is engaged in manufacture and sale of industrial locks and components used

in industrial locks and hinges consisting of stainless steel products, handles and accessories for electric-

electronic, transportation, railway, automotive and machinery industries. Mesan Kilit offers more than 400

products in Turkey and more than 60 countries. The company generated revenues of approximately USD 23

million in year 2013.

Essentra plc is a FTSE 250 company and a leading international supplier of speciality plastic, fibre, foam and

packaging products. Through its four principal operating divisions, Essentra focuses on the light manufacture

and distribution of high volume, essential components which serve customers in a wide variety of end-markets

and geographies. Headquartered in the United Kingdom, Essentra's global network extends to 29 countries and

includes c. 5,500 employees, 42 principal manufacturing facilities, 64 sales & distribution operations and 5

research & development centers. The company generated revenues of approximately USD 1.05 billion in year

2012.

Acquired 100% of

2013 Advisor to the Seller

Recent Transactions

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Rultrans Transmisyon (“Rultrans”) shareholder Çukurel family, have signed a sale and purchase agreement to

sell their 100% stake in Rultrans to Megadyne SpA (“Megadyne”).

Pragma acted as the exclusive financial advisor of Çukurel family in this transaction.

Established in 1981, Rultrans is the leading distributor of power transmission belts as well as a producer of

PVC and PU coated conveyor belts in Turkey. Rultrans has over 100 employees in its production facility in

İzmir and offices in İstanbul, Bursa, Adana and Çorlu. Rultrans serves a wide range of industries including

food, automotive, tobacco, logistics, textile and paper & printing, and exports its products to more than 40

countries.

Established in 1957 in Italy, Megadyne is one of the leading producers of polyurethane belts, rubber belts and

pulleys with consolidated revenues of over 200 million Euros and 1,400 employees. Megadyne has production

plants in Italy, France, Germany, USA, Spain and China. Megadyne is majority owned by the founding

Tadolini family and partly invested by Fondo Italiano d'Investimento, a private equity fund.

As part of the transaction, Çukurel family has acquired a minority stake in Megadyne.

Acquired 100% of

2013

Advisor to the Seller

PR A G M A

Kemal Kükrer shareholders Gülel family and Ajinomoto have signed a share purchase and shareholders

agreement regarding 50% share partnership in Kemal Kükrer for approx. TL 60 million.

Pragma acted as the exclusive financial advisor of Kemal Kükrer in this transaction.

Established in 1915, Kemal Kükrer is a premium food brand in Turkey. Kemal Kükrer’s product portfolio

includes vinegars, sour and hot sauces, pickled products and fruit syrups. Kemal Kükrer’s products reach

more than 30,000 points of sale in the Turkish market and more than 20 countries in the export markets.

Kemal Kükrer has 175 employees and recorded net sales of TL 33 million in 2012.

Founded in 1909 in Japan, Ajinomoto is a global manufacturer of high-quality seasonings, processed foods,

beverages, amino acids, pharmaceuticals and specialty chemicals. Ajinomoto has operations in 130

countries, and had net sales of JPY 1,172 billion (USD 12 billion) in 2012.

Acquired 50% share in*

2013

Advisor to the Seller

*Closing is subject to the approval of Competition Board

PR A G M A

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Acquired 51% of

2013

Advisor to the Seller

PR A G M A

Mars Logistics Group (“Mars”) shareholders and Hitachi Transport System (“HTS”) have signed a share

purchase and shareholders agreement regarding 51% share sale in Mars.

Pragma acted as the exclusive financial advisor of Mars in this transaction

Established in 1989, Mars is a leading logistics company in Turkey providing services in international land

transportation, warehousing, air & sea forwarding, etc. Mars has recently introduced multimodal solutions

further strengthening its coverage in Europe. Mars’ client portfolio of over 8,000 accounts includes but is not

limited to the leading multinational companies such as Renault, Inditex, Mango, Bosch Siemens, Daikin,

L’Oreal and Atlas Copco.

HTS, a subsidiary of Hitachi, one of the World’s largest holding companies, is a leading Japanese logistics

company. With consolidated revenues of over 5 billion Euros, HTS carries out its operations through its 27

companies and 364 offices in Japan and 73 companies and 343 offices outside of Japan. As of the end of

March 2013, total consolidated asset size of HTS was around 3.1 billion Euros.

ADM Capital, Gençoğlu Holding and Penguen have signed a sale and purchase agreement to sell their 100%

stake in Penkon for an enterprise value Euro 36.5 million.

Pragma acted as the exclusive financial advisor of the sellers in this transaction.

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, Penguen, the leading frozen and canned food

producer in Turkey and Gençoğlu Holding, the major shareholder of Penguen transferring their shares to

Anadolu Etap.

Anadolu Etap, owned jointly by Anadolu Group, is part of one of the largest conglomerates in Turkey,

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

one of the largest global fruit juice producers, which is engaged in fruit plantation and production of fruit

purees and concentrates and is one of the leading suppliers of the fruit juice sector in Turkey and worldwide.

Acquired 100% of

2013

Advisor to the Seller

PR A G M A

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

acquired 50% of

Evrencik WEPP

Project (120 MW)

from

2013

Advisor to the Seller

PR A G M A

STFA acquired 50% of Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. owned by RES Group. Pragma

acted as sell-side financial advisor to RES Group in this transaction.

Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. Şti. owns 120 MW Evrencik Wind Energy Power Plant

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

electricity generation license from EMRA on February 9, 2012.

STFA Yatırım Holding A.Ş. is a leading conglomerate based in Turkey with activities in construction, natural

gas distribution, construction equipment, construction chemicals and real estate in 16 countries in MENA

region.

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

globally.

KoçSistem, the leading IT services company owned by Koç Group, has sold its 100% equity stake in its call

center subsidiary, CallUs.

Pragma acted as the exclusive financial advisor of KoçSistem in this transaction.

Koç Group is the largest industrial conglomerate in Turkey with operations in a wide range of sectors. CallUs,

owned by KoçSistem, IT services subsidiary of Koç Group, is the fourth largest call center company in Turkey

with its two locations in Istanbul and Samsun and serves to important clients such as Vodafone Turkey and

several leading companies within Koç Group. CallUs continues its operations with its 1,850 seat capacity and

over 1,400 employees.

Comdata is the leading Italian business process outsourcing company with revenues of Eur 260 million and

over 9,000 employees. Comdata provides services of contact center, help desk, back office, credit

management and document management and is present in 12 operational hubs in Italy, Romania, Czech

Republic, Argentina and now 2 further hubs in Turkey following its acquisition of CallUs.

Sold 100% of

to

2013

Advisor to the Seller

PR A G M A

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PRAGMA

Recent Transactions

acquired 100%

stake in

Sibel RES (80MW)

2012

Advisor to the Seller

PR A G M A

Pragma acted as the sell side advisor for 100% sale of shares in Sibel RES Elektrik Üretim A.Ş. Sibel RES

Elektrik Üretim A.Ş. owns 80 MW Sibel RES wind energy power plant project.

Sibel RES is located within the borders of both İzmir and Manisa provinces. The project is expected to

commence operations in the second half of 2014. Sibel RES already obtained electricity generation license

from EMRA on November 23, 2011 which is valid for 49 years.

Boydak Enerji, one of the group companies of Boydak Holding, has activities in renewable energy generation

since 2010. Total capacity of Boydak Enerji has reached to 415 MW after the acquisition of Sibel RES Elektrik

Üretim A.Ş. Boydak Enerji targets to increase its total size to 500 MW until 2015, and even further increase to

1,000 MW until 2017.

Annex: Recent Transactions Completed by Pragma

acquired 100%

stake in

2012

Advisor to the Buyer

PR A G M A

OYAK, Turkey’s largest privately-owned pension fund, acquired 100% equity stake in Akdeniz Kimya, leading

producer of PVC additives & specialty chemicals in Turkey.

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. As of 2011, OYAK had close to 270,000 members and an equity base of more than USD 7.3

billion. The group has more than 60 subsidiaries in various sectors including steel production, cement,

logistics, automotive, defense, construction and services.

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 in

2011 according to Istanbul Chamber of Industry, the company is the market leader in Turkey and holds

significant market share in high growth countries in regions including CIS, Middle East and Africa. The head

office and the integrated production facilities of the company are based in Izmir.

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

acquired minority

stake in

advisor to the Selling Shareholders of Penti

2012

PR A G M A

Carlyle, one of the world’s largest private equity funds, signed an agreement with the shareholders of Penti to

acquire a minority stake in the company

Penti, with revenues of over US$150 million, is the leading player in the Turkish hosiery, lingerie and

swimwear market. Penti also owns one of the largest hosiery manufacturing plants in Europe. Penti has grown

to 155 stores in Turkey in the last 5 years. Penti has a growing international network of 39 stores which are

located in 16 countries including the US, China, Russia, Austria, Romania and Saudi Arabia. Management

has a well-established shared vision and strategy in place to further grow the business in Turkey; replicate its

local success abroad; and create a leading international specialty retail player.

Carlyle became the preferred partner of Penti at the end of negotiations with a group of high caliber financial

investors out of more than 40 PE firms and strategic players which have had shown interest in Penti.

Carlyle has US$156 billion in assets under management, and over 1,300 professionals operating in 32 offices

throughout the world and is one of the world's largest private equity funds. Some of Carlyle’s other

investments in Turkey include Medical Park, a leading hospital chain, and the education group Bahcesehir

Kolejleri.

acquired 99%

stake in

advisor to the Sellers

2012

PR A G M A

Asseco, one of Europe's largest software vendors, signed an agreement with the shareholders of Sigma to

acquire a 99% stake in the company.

Sigma is a leading software provider to the finance, public and telco industries in Turkey. It provides various

customized solutions to its clients, such as Asset and Spend Management, Lease and Asset Management

and Process and Content Management.

Asseco is a Poland based IT group. With revenues of US$1.6 billion and over 8,000 employees, it is one of

the largest software vendors in Europe. It offers various IT services to its clients in banking, healthcare,

insurance, public administration, telco and utilities sectors in Europe, Israel, USA, Japan, and Canada.

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

Atlas Copco, a leading industrial group, signed an agreement with the shareholders of Ekomak Group to acquire

100% of their equity stake.

Ekomak Group is the leading industrial screw compressor manufacturer in Turkey with revenues of around €23

million in 2011. Ekomak Group develops, produces and sells stationary, oil-injected screw compressors, including

variable frequency drive options. Ekomak Group has its own sales and service companies in Russia and Germany

and a broad distributor network in Europe, Middle East, North Africa and Asia.

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.

Pragma acted as the financial advisor of Ekomak Group and its shareholders in this transaction.

acquired

2012

Advisor to the Seller

PR A G M A

acquired 60% of

2012

Advisor to the Seller

PR A G M A

itelligence, the world’s leading SAP solution provider, acquired 60% of Elsys, the leading SAP solution

provider in Turkey, and Intelart, a business intelligence company.

Elsys is the leading independent SAP solution provider in Turkey. Elsys provides various solutions such as

SAP ERP, mobility solutions, Netweaver / Portal solutions, SAP HANA and SAP CRM to its customers. In

addition to Turkey, Elsys provides its services in various countries in Europe, Asia, North America and Africa.

Intelart, which is also an SAP solution provider, provides business intelligence and business analytics

solutions to its customers

With revenues of € 340 million, 2,400 employees and over 4,000 customers, itelligence is one of the leading

SAP solution providers in the world. itelligence is owned by NTT Data, which is a subsidiary of one of the

world’s largest telecommunication companies, NTT

Pragma acted as the financial advisor for Elsys and Intelart and their shareholders in this transaction.

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

acquired 80% stake in

AE Arma-Elektropanç

2012

Advisor to the Seller

PR A G M A

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

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PRAGMA

Recent Transactions

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

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

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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

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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

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

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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

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

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PRAGMA

Recent Transactions

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

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

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PRAGMA

Recent Transactions

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

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

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

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

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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

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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

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PRAGMA

Recent Transactions

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

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

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

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

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PRAGMA

Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

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

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Recent Transactions

Annex: Recent Transactions Completed by Pragma

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

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

2009 to Best

Pragma advised Best

Best is engaged in manufacturing and sale of power and distribution transformers. The Company is the largest

Turkish transformer company. In addition, it is a leading player in Middle East & Northern Africa, CIS Region and

Europe with exports accounting for around 59% of its turnover for year 2007

The Company generated €79 million revenue in 2007

Isbank is the largest private bank in Turkey

€48.5 million debt facility

for capacity increase

2007-2009

Advisor to the Borrower

PR A G M A

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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 in 2007, 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.

In 2009 and 2011, TBIH, together with its mother company, Vienna Insurance Group acquired further 20% shares

in Ray Sigorta from Dogan Holding

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.

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 94.26% of

Dogan Holding’s subsidiary

US$ 147.4 million

2007-2011

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

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PRAGMA

Recent Transactions

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

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

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PRAGMA

Recent Transactions

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

Annex: Recent Transactions Completed by Pragma

acquired Yarımca A.S. owned by

US$82 million

2004

Advisor to the Buyer

PR A G M A

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

Pragma advised Evyap

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PRAGMA

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