Full text

























Independent Audit Opinion for Annual Report of 2014


Odaş Enerji At A Glance


Financial Highlights


Current Power Plants & Ongoing Investments



Highlights in 2014





Members of Board of Directors


Vision & Mission & Values


Our Activities


. Odaş Group Companies


Our Subsidiaries



Investor Relations & Share Performance


Operational developments


Human resources


Corporate Governance


Corporate Governance Principles Compliance Report


Consolidated Financial Tables


Independent audit report


Financial Statements















Odaş Enerji has adopted to make investments with high return

on equity by combining its investments with competitive

advantageous, with the right production diversity and strategy

which implemented in a vertically integrated structure in the right

locations. it will also obtain income diversity with the horizontal

integrated structure which will be provided by shifting to mining.

Having quickly adapted the innovations brought by the free market conditions in the energy sector of Turkey and being a new generation group company in power production and electricity sales, Odaş Enerji has total

140,25 MW installed power plant of which 140 MW is natural gas combine cycled and 0,25 MW solar power plant as of 31 December 2014. Carrying out its wholesale electricity sales over %100 subsidiary Voytron, Odaş Enerji serves 33.678 utility meters as of 31 December 2014. Voytron has made 1,9 million mwh of electricity

sales by positioning its activities through its ready customer portfolio to sell the supplied power within its vertical

integrated structure within 2014.

Odaş Group’s total installed power will increase nearly by 3.5 times within 3 years with the Küçük Enerji Köprübaşı Hydroelectric Power Plant which is planned to come into operation in the first half of 2015 with 8,2 MW installed

power and Çan Coal Fired Power Plant which is based on local coal with 330 MW installed capacity is aimed to be completed in 2017. Odaş Natural Gas (90% subsidiaries of Odas Enerji) which was established to perform long term gas supply of the natural gas cycle plant also aims to move its sales network created by Voytron in the power sector to the natural gas sector.

Odaş Enerji overcomes difficulties through the

strategies that it proceeds earlier in the energy sector.


Consolidated Financial Data (Million TL)

Net Sales


Cash & Cash Equivalents Short Term Liabilities Long Term Liabilities

Net Debt

Net Debt /EBITDA (x)

2012 175 31 48 39 124 110,6 3,5 2013 600 47 52 45 123 115,7 2,5 2014 621 53 71 104 136 169 3,2

Having obtained total 621 million TL net sales as of the end of 2014, 34% of the total

net sales of Odaş Enerji was constituted by the electricity sales from Şanlıurfa natural gas power plant. Odaş Enerji obtained 25.2 million TL net profit while reaching 53.2 million TL EBITDA figures in 2014 thanks to its combining its vertically integrated

structure with the right production strategy.


Odaş Enerji obtained 25.2 million TL net profit in 2014








700 600 500 400 300 200 100 0 MN TL








60 50 40 30 20 10 0 MN TL









x 4.00 3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 180 160 140 120 100 80 60 40 20 0 MN TL








x 4.00 3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00




180 160 140 120 100 80 60 40 20 0 MN TL





CurrEnT POwEr PlAnTs &

OnGOinG invEsTmEnTs


HiGHliGHTs in 2014







CurrEnT POwEr PlAnTs

Natural Gas Combined Cycle Power Plant (140 MW)

The investments for Odaş Enerji’s natural gas power plant in Şanlıurfa started in 2010. 54 MW first phase of the investment was completed in 2011, and 74 MW

second phase of the investment was completed in 2012. Total capacity was increased to 140 MW along

with the 12 MW steam turbine investment which was

completed in 2013.

Solar Energy Power Plant (0.25 MW)

Having the same location with the Natural Gas Com

-bined Cycle Plant, 0.25 MW capacity solar energy power plant was put into use in January 2014. The power plant both meets the domestic consumption requirement which is needed for production and sells the produced excess electricity to the system.


Odaş Enerji has adopted to make

investments with high return on equity

by combining its



competitive advantageous, with the

right production diversity and strategy

which implemented in a



structure in the



OnGOinG invEsTmEnTs

Çan Mining and Coal Fired Power Plant Investment (340 MWm/330 MWe)

ODAŞ Enerji acquired 92% of Çan Kömür ve İnşaat A.Ş. which had paid up royalty right in Çan district of Çanakkale province in September 2013 as a result of

turning towards local coal sources with high calorie

values for the purpose of evaluating the most advan

-tageous production methods in the current sector

conditions. As a result of the works done by

Ficht-ner GmbH, German Independent Mining Assessment Company, in that field and in accordance with interna

-tional Joint Ore Reserves Committee (“JORC”) stan

-dards, high calorific value coal reserve was detected. The average calorific value of the reserve is 3,481 kcal/kg. In addition to that, it was observed that the

coal vein continued in the north-northeast direction

of the field, and it is likely that the reserve detected

will increase as a result of the additional works to be

done. The reserve is qualified as the coal reserve with the highest calorie among the energy company which operate local lignite fired power plants. This reduces investment costs per MW in the power plant with on

-going investment and provides advantage in produc

-tion cost per MWh when compared to the peers.

Köprübaşı Regulator and

Hydroelectric Power Plant Investment (8.2 MW)

Köprübaşı Regulator and Hydroelectric Power Plant

of which 90% shares belongs to ODAŞ Enerji has 8,2

MW production license and the term of the license is

49 years as of 12.04.2012. The power plant is instal

-led in Trabzon province, Manahoz stream. The electro mechanic equipment of a power plant in that size in Turkey were supplied from a local producers for the first time, and the guaranteed purchase price which will be applicable in the power plant will be 9.6 $cent/

KWh instead of 7.3 $cent/KWh. The power plant in

-vestment is planned to be put into use at the end of June, 2015.



Local Coal Fired Thermal Power Plant

(340 MWm/330 MWe)

At Investment Phase

Hydroelectric |

Local Coal |

Natural Gas Power Plant | Solar Energy


Odaş Şanlıurfa Natural Gas Combined Cycled Power

Plant and Solar Energy Power Plant

140 MW

Natural Gas Operating

0,25 MW

Solar Energy Operating

Trabzon Köprübaşı Hydroelectric Power Plant

8,2 MW

At Investment Phase



Our First Unlicensed Solar Energy Power Plant Investment Is Put Into Use

0.25 MW capacity solar energy power plant, will both meet the domestic consumption requirement which is needed for production and will be selling excess ele

-ctrical energy produced by the natural gas combined cycle plant in Şanlıurfa to the system for the first time In Turkey.

Trabzon Köprübaşı HPP Project

For the financing of the ongoing investments of

8.2MW capacity hydroelectric power plant in Trabzon Köprübaşı, Küçük Enerji Üretim ve Ticaret Ltd. Şti 90%

subsidiary of ODAS,. used total 9 years’ term loan with

2 years non-refundable principal in the amount of 10.4 Million US Dollars.

A Framework Agreement was signed between Çan Kömür ve İnşaat A.Ş. and Çan Linyitleri İşletmesi Mü-dürlüğü

The framework agreement was signed on 08.09.2014

between our 92% subsidiary Çan Kömür ve İnşaat A.Ş

and Türkiye Kömür İşletmeleri Kurumu to for the ye

-ars 2017-2021 from Çan Linyitleri İşletmesi Müdürlü

-ğü and in relation to our coal purchase which is total

1.000.000 tons. Thus, our current high quality reserve in Çan-2 Thermal Power Plant site and the coal which will be purchased pursuant to the agreement will be blended to enable optimization in the coal sales and

electricity sales income.

Applied for registering EPİAŞ Group C Shareholders

Pursuant to the Call for Group C Shareholder by Ener

-ji Piyasaları İşletme Anonim Şirketi (EPİAŞ), our com

-pany Odaş Elektrik Üretim Sanayi Ticaret A.Ş. made an application to the relevant authority on 28.08.2014 to have maximum 200.000 Group C shares each of which has a nominal value of 1,00 TL.

Çan Kömür ve İnşaat A.Ş. Thermal Power Plant Preliminary License Obtained

The preliminary license certificate regarding Çan-2 Thermal Power Plant Production Facility with an ins

-talled power of 340 MWm/330 MWe which is planned to be installed In Çan district of Çanakkale province by our company’s 92% subsidiary Çan Kömür ve İn

-şaat A.Ş. was found suitable upon the decision of the Energy Market Regulatory Board dated 10.07.2014 and numbered 5117-5 and delivered to Çan Kömür ve İnşaat A.Ş. on 24.07.2014.

The Environmental Impact Assessment (EIA) Report regarding Çan-2 Thermal Power Plant Production Facility of Çan Kömür ve İnşaat A.Ş was accepted.

The Environmental Impact Assessment (EIA) Report which was prepared for Çan-2 Thermal Power Plant Production Facility was accepted by the relevant offi

-cial commission on 05.12.2014.

Improvements were shared about Çan-2 Thermal Power Plant Production Facility of Çan Kömür ve İnşaat A.Ş.

The investment budget regarding Çan-2 Thermal Power Plant with an installed power of 340 MWm/330 MWe which is planned to be installed in Çan district of Çanakkale province by Çan Kömür ve İnşaat A.Ş. is expected to be realized with a lower cost approxi

-mately 1/3 of the actual capex when compared to its

precedents and thus be economical along with the re

-assesment of some equipments which were designed in accordance with the calorific values and parame -ters of our current coal reserve together with the new manufactures which will be used in the construction

of the plant.

An Agreement was signed with İş Yatırım Menkul Değerler for Liquidity ProviderActivities

Within the scope of the Liquidity Provider activity of our company ODAŞ Elektrik Üretim Sanayi A.Ş. which was regulated in the Circular of Borsa İstanbul numbe

-red 450, a service agreement was signed with İş Yatı


With the management

expertise, ODAŞ Enerji has

grown on solid bases through

the strategic investments










Abdulkadir Bahattin ÖZAL

Chairman of the Executive Board

Having completed his elementary and middle educa

-tion at TED Ankara Koleji and then graduated from Üsküdar Cumhuriyet High School, Mr. Özal graduated from the department of Control and Computer Engi

-neering at Istanbul Technical University in 1985. Fol

-lowing his study in the department of Physical Engine

-ering at Boğaziçi University in 1988, he began to work, founded companies in construction, import, export and energy sectors and acted as a director. Toget

-her with Mr. Burak Altay, he developed many Start-up projects in the energy sector and signed successful energy investments. Being the founding partner of ODAŞ Group, Mr. Özal is still the Chairman of the Exe

-cutive Board of the Company.


Deputy Chairman of the Executive Board

Having graduated from the department of Manage

-ment at Koç University, Mr. Altay gave lessons as an Assistant at Koç University while he was studying post-graduate in the department of Law at Marma

-ra University. Having started entrepreneurship in the energy sector thereby taking Turkey representation of Alstom Power, together with Mr. Bahattin Özal, Mr. Altay developed many Start-up projects in the ener -gy sector and signed successful ener-gy investments.

Being the founding partner of ODAŞ Group, Mr. Altay is still the Deputy Chairman of the Executive Board of the Company.

Mustafa Ali Özal

member of the Executive Board

Having graduated from Gazi University Department of Economics, Mr. Özal began to work in 1982. He acted as the director and member of the executive board in several companies operating in different sectors. Mr. Özal is still acting as the Member of the Executive Bo

-ard of the Company.

Hafize Ayşegül ÖZAL DİNÇ

member of the Executive Board

Having completed her study in 1972, Mrs. Özal star

-ted working for Aköz Foundation in 1994, and she was promoted to the position of the Director of the Foun

-dation in the same foun-dation in 1996. Shee is now a Member of the Executive Board of Aköz Foundation, which is currently giving scholarship to 250 students and providing support for many students and helpless people. Mrs. Özal Dinç is still acting as the Member of the Executive Board of the Company.


independent member of the Executive Board

Having graduated from Istanbul University Depart

-ment of Economics, following his position of Chief Accountant in the Ministry of Finance for years, Mr.

Baylan started to work as a financial consultant in the

private sector in 1981. He led the foundation of BDO Turkey in 1987 and became a Certified Public Accoun

-tant in 1989. Mr. Baylan is still acting as an Indepen

-dent Member of the Executive Board of the Company.


independent member of the Executive Board

Having graduated from Ankara University Depart

-ment of Law and completed his post-graduate study in Private Law at Istanbul University Institute of Soci

-al Sciences, Mr. Yar-alı worked as the Visitor Research Assistant at Columbia University Faculty of Law. Still studying PhD in Private Law at Istanbul University Ins

-titute of Social Sciences, Mr. Yaralı also worked as a Lawyer at Ernst & Young company. Mr. Yaralı is acting as the Independent Member of the Executive Board of the Company.



“To become a leading company

which provides sustainable

profitability by distinguishing

through its strategic investments in

the Energy and mining sector”


Creativity and flexibility

Transparency and sustainability

society and environment friendliness

Occupational health and safety


Providing products and services

which create value for our country

and shareholders through a

quick and flexible approach,

environment friendly, high return











nOTE: Percentage parts show the partnership rates of ODAŞ Enerji.


Wholesale Natural Gas Sale

ODAŞ Doğalgaz Toptan

satış sanayi ve Ticaret A.Ş.

Local Coal Fired Thermal Power Plant


Çan Kömür ve İnşaat A.Ş.


Wholesale Electricity Sale


voytron Elektrik Toptan

satış Dış Tic. A.Ş.

Köprübaşı Regulator and

Hydroelectric Power Plant


Küçük Enerji Üretim ve

Ticaret ltd. Şti. (Trabzon)



Volkan Hydroelectric Power Plant Production License

Hidro Enerji Elektrik Üretim

sanayi A.Ş. (Trabzon)


Hisar Regulator and Hydroelectric Power Plant

Production License Application

Ena Elektrik Üretim ltd. Şti.



Coal Thermal Power Plant License Application

Yel Enerji Elektrik Üretim

sanayi Ticaret A.Ş.



Natural Gas Combined Cycle Plant License

Ağrı Elektrik Üretim sanayi Ticaret


VOYTRON Elektrik Toptan Satış Dış Tic. A.Ş.

Participated by Odaş Enerji at the rate of 100%, Voytron was founded in 2009. The growth strategy of the company is to distribute electricity widely so as to ensure vertical integration, and thus deliver electricity to consumers. With its wide customer network, Voytron supplies electricity to 33.678 free consumer meters as of 31.12.2014. Voytron has a wholesale sale license obtained from EMRA in 2010. With the authorisation provided by this licenses, the company sells the electricity which is purchased from the market to its customers through bilateral agreements. Having companies with a high amount of electricity consumption such as Vodafone, Tur

-kish Airlines, İkitelli Organized Industrial Zone, Voytron aims to increase the rate of selling electricity to individual

consumers by further decrease in the free consumer limit.

While many companies with which have obstacled wholesale sale license in the past in the electricity sector which has got through a fast change process have difficulty in overcoming many company market dynamics and the regulations obligated by EMRA, having the advantage of being an ODAŞ Group company, Voytron managed to become prominent among the wholesale sale companies in the sector. Ensuring vertical integration can be shown as the biggest advantage of Voytron. Due to the high volatility which is experienced by nature of electrical market, prices vary hourly, daily and monthly. Voytron’s ability to fix the electricity sales price to TEDAŞ tariff with a certain amount of discount by means of bilateral agreements enables the group to guarantee minimum

cash flow.


Thanks to the combination of its

vertically integrated structure with the

right production strategy, Odaş Enerji


53,2 Million TL




Çan Kömür ve İnşaat A.Ş.

Our Group headed towards local coal sources with

high calorific values so as to assess the most

advan-tageous electricity production methods in current se

-ctor conditions. Within this scope, it acquired 92% of Çan Kömür ve İnşaat A.Ş. which has paid up royalty right in Çan district of Çanakkale province in Sep

-tember, 2013. Drilling works are done in the current license site based on Joint Ore Reserves Committee (“JORC”) standards. The average calorie of the reser

-ves which is determined in 2013 is 3,481 kcal/kg and

this value is the highest value among the local lignite

fired power plants in Turkey. In this direction, the in

-vestment process of 340 MWm/330MWe energy pro

-duction power plant was started.

Küçük Enerji Üretim ve Ticaret Ltd. Şti.

Having owned 90% shares to ODAŞ Enerji in Decem

-ber 2012, the company has Köprübaşı Regulator and Hydroelectric Power Plant production license. The ins

-talled power of Köprübaşı Regulator and Hydroelect

-ric Power Plant is 8.2 MW and it is being constructed in Trabzon province, Manahoz stream. The term of the license is 49 years as of 12.04.2012. Currently, nearly 85% of the power plant investment has been comple

-ted and it is planned to be put into use in the first half of 2015.

ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş.

Being 90% subsidiary of Odaş Enerji, ODAŞ Doğalgaz Toptan Satış Sanayi ve Ticaret A.Ş. was founded for the purpose of ensuring that ODAŞ Natural Gas Power Plant in Şanlıurfa can supply long term natural gas as

well as benefiting the sales network which is created

by Voytron in the electric sector. The company obtai

-ned Natural Gas Wholesale Trade License from EMRA as of March 2013.

Ena Elektrik Üretim Ltd. Şti

The company whose 80% belongs to ODAŞ Enerji has Hisar Regulator and Hydroelectric Power Plant pro

-duction license application. The Power Plant whose preliminary license was obtained from Energy Market Regulatory Authority has an installed power of 9,2 MW and it is located in Bilecik province, Sakarya river.

Hidro Enerji Elektrik Üretim Sanayi A.Ş.

100% transfered to ODAŞ Enerji in December 2012, the company has Volkan Hydroelectric Power Plant production license with an installed power of 1.9 MW in Trabzon province, Balkodu stream.

Yel Enerji Elektrik Üretim Sanayi Ticaret A.Ş.

75% of Yel Enerji transfered to ODAŞ Enerji in Janu

-ary, 2013.

Ağrı Elektrik Üretim Sanayi Ticaret A.Ş.

70% transfered to ODAŞ Enerji in December 2012, the company has 63 MW Natural Gas Combined Cyc

-le Power Plant production license in Konya province, Karatay district.



invEsTOr rElATiOns & sHArE



OPErATiOnAl imPrOvEmEnTs


HumAn rEsOurCEs






Liquidity Provider Facilities

ODAŞ Enerji signed a service agreement with İş Ya

-tırım Menkul Değerler A.Ş. on 24.12.2014 within the scope of the Liquidity Provider activity which was is

-sued in the Circular of Borsa Istanbul numbered 450 for the purpose of strengthening its current liquidity structure and positively contributing to daily transac

-tion volume. Liquidity Provider Facility aims to reach a deeper share volume with the contribution of being a mechanism which has examples in the global stock exchanges and promotes liquidity in the shares in whi

-ch it is applied.

In this regard, ODAŞ Enerji’s shareholders A.Bahattin Özal and Burak Altay gave a call option to İş Yatırım Menkul Değerler A.Ş. for total 400.000 ODAŞ Shares ( 200.000 Shares respectively) to İş Yatırım Menkul Değerler A.Ş. provided being only used within this scope and retrieved upon the expiry of the term.

Chaging from the Secondary National Market to the Primary National Market

ODAŞ Enerji made an application to Borsa Istanbul A.Ş. thereby providing the conditions within the scope of article 13 of Borsa Istanbul Quotation Regulation for the purpose of enabling the shares (traded in the Se

-condary National Market within 2014) to be traded in

the Primary National Market. As a result of the

assess-ment of the application, 42.000.000 TL capital of the company was quoted and the Company shares to be traded in the Primary National Market as of 09.01.2015.


Investor Relations Activities:

ODAŞ Enerji Investor Relations Department aims to establish close relations with equal distance and pro

-vide maximum benefit to its shareholders in line with honesty, accountability, transparency and reliability principles in parallel with the corporate governan

-ce principles that has adopted thereby ensuring full compliance with the liabilities of the Company origi -nating from the legal regulations in relation to the

ca-pital markets.

Within this fiscal period, 45 meetings were made with

investors and information was given about the

invest-ment activities, financial tables and growth plans of the group through the Analyst meeting in which near

-ly 40 ana-lysts and investment professionals participa -ted in December.

With regards to the Capital Market Regulation 57 ma

-terial disclosures were announced to public in 2014.

Share Performance and Market Value

Having a market value of 260 Million TL as of 31.12.2014, ODAŞ Enerji was trading at ODAŞ share Ticker: ODAS”, 3.41 TL, the lowest and 6.34 TL, the highest in 2014. Company shares returned 86% nominally, and 35% higher the index in 2014. 28.6% traded at Borsa Istanbul, the foreign investment share of the company is 33.29% within the public rate as of the end of 2014.

Throughout 2014, investor relations Department and the senior executives of the Company

came together with several analysts and investors and discussed the latest developments

about activities and investment projects of the company in the light of the financial and

operational data.

ODAs (usD) BisT 100

60000.00 50000.00 40000.00 40000.00 30000.00 20000.00 0.00 ODAS (US Dollars) - BIST 100

3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 21.05.2013 05.06.2013 20.06.2013 05.07.2013 22.07.2013 06.08.2013 23.08.2013 10.09.2013 25.09.2013 10.10.2013 01.11.2013 18.11.2013 03.12.2013 18.11.2013 03.01.2014 20.01.2014 04.02.2014 19.02.2014 06.03.2014 21.03.2014 07.04.2014 22.04.2014 09.05.2014 27.05.2014 11.06.2014 26.06.2014 11.07.2014 31.07.2014 15.08.2014 01.09.2014 16.09.2014 01.10.2014 20.10.2014 05.11.2014 20.11.2014 05.12.2014 22.12.2014


*As of the end of 2014.

Shareholder Structure*



A. Bahattin ÖZAL

Korkut ÖZAL

BB Enerji Yatırım

Borsa İstanbul Free Float


Group (A)





Group (B)
























Korkut Özal

Burak Altay

A. Bahattin Özal

Borsa İstanbul Free Float

BB Enerji Yatırım










Total Net Electricity Production (‘000 MW)

Average Spot Price (TL/MWh)

Average ODAŞ Urfa Price (TL/MWh)

Price Margin


Total Wholesale Electricity Sale (Million MWh)

Total Number of Meters









Having served 33.678 meters as of 31

December 2014, Voytron made total 1,85 Million electricity sale in 2014.



Total electricity production in 2014

was 583,5 GWh.

ODAŞ Enerji currently operates with 140MW

natural gas cycled power plant and 0,25 MW solar


583,5 GWh



140.25 MW


ODAŞ adopted a medium size and profitable production policy but follow high installed power targets in electricity production . In order to provide this, it started 340 MW thermal power plant in Çan

and 8.2 MW HPP investment in Köprübaşı in 2014.

500 MW





Odaş Enerji Group carefully selects each individual in line with sustainable growth target principles since it started its operations and establishes its young and dynamic working family to add value to our country and the sector as well as through a corporate approach which gives importance to association and diversity. Human Resources policies were created based on the Group values of “Creativity and Flexibility”, “Transpa

-rency and Sustainability”, “Society and Environment Friendliness”, “Occupational Health and Safety Focus”. Within this scope, it aims to carry all individuals to the highest point of their capacities, and the primary targets of Human Resources policies include providing all necessary support in their development, as well as increa

-sing the life qualities of the employees and developing practices to obtain high work peace and satisfaction. Acting with the vision of becoming a leading energy company which distinguishes in the sector with its stra

-tegic investments with diversified energy sources and provides sustainable profitability, Odaş Enerji Group carries out its operations with total 85 employees 20% of which is the management level as of the end of 2014. 24% of the group staff is female, 76% is male, and 58% is university graduate. And, all technical staff in the production channel consists of profiles with minimum vocational school graduate, completed all neces

-sary vocational competence training based on their areas of specialization and received their certificates of competence.





the primary targets of


is to provide all necessary

support in their development,

as well as increasing the life

qualities of the employees and

developing practices to obtain

high work peace and satisfaction.


Selection and Placement Activities

Odaş Enerji performs group interviews, case studies, vocational knowledge based representations, compe

-tence based one-to-one interviews with the participa

-tion of every management phase in the process of ad -ding the qualified human resource individuals as the

new individuals of the group, foreign language tests made by specialized organizations, practices such as personality inventory and detailed reference control phases.

Within this scope, 28 persons joined Odaş Enerji in 2014. Moreover, 11 vocational school and university students were granted the opportunity of internship.

Training and Development Activities

Considering the vocational and individual develop

-ments of all employees among its primary targets, Odaş Enerji allocates all sources which are required for training its employees through a strategic planning, receives feedback from both directors and employe

-es through performance and competence ass-essment systems and creates personal improvement plans. In this direction, experienced organizations gave team coaching for management level, functional based vo

-cational improvement trainings for specialist level, and technical improvement trainings mainly including occupational safety for the production employees in 2014. Furthermore, all employees were supported by

going to seminars and congresses in relation to their

areas of specialization, and creating individual and vo -cational awareness was encouraged.

Performance Management

Odaş Enerji evaluates the performances of its emp

-loyees throughout the year through the competence based performance evaluation forms. Following the evaluation process, all results are calibrated on com

-pany basis and finalized by mutual feedback by es

-tablishing effective communication with the employe -es. Performance evaluation results are used in many areas mainly including the determination of the future

term pays, personal improvement planning, functional training analysis, determination of rotation demands

and requirements, potential director determination. Within this scope, in 2014, individual based performan -ce evaluation and one-to-one feedback sessions were

made for all employees and also an evaluation centre was applied where managerial competences are mea

-sured and improvement planning is made by an inter

-national organization for the management level. And in 2015, it is intended to apply ‘‘Balanced Scorecard’’ approach which involves the target spread principle in which the strategic targets of the company are mi

-nimized starting from the senior management to all employees as well as numerical criteria.

Remuneration and Benefit Management

Odaş Enerji Group Pays and Benefit Management system consists of salary market and policy, current salary structure and ability to pay, individual perfor -mance and narrow band work levels criteria. A fair and

market competitive pay and benefit policy is applied

through the regular market analyses made in line with

the researches and studies of the specialized indepen

-dent consulting companies.

Internal Communication Activities

One of the fundamental human resources policies of Odaş Enerji is creating an open communication based

common language with the young and dynamic

wor-king family. Thanks to the transparent sharing which is far from hierarchy, it is aimed to produce innovative and solution oriented opinions, thus constantly impro

-ve company performance and create a perfection ba

-sed culture which is adopted by everybody.

In this direction, in 2014, many activities were perfor -med including team-work-oriented outdoor activities

and sports activities, aid campaigns involving social responsibility, sharing-oriented regional and plant vi

-sits, open office breakfasts and picnics, department meals in which individual opinions are expressly sha

-red, end-of-year communication meetings and celeb -rations etc.





mAnAGEmEnT PrinCiPlEs










to any conflicts of interest among the beneficiaries till

today. A limited number of principles which are not obligatory to be applied are intended to be implemen -ted thereby making necessary structural amendments

and intracompany adjustments in the forthcoming periods. The comprehensive works which are carried out within the scope of the Corporate Governance Principles in our Company and the principles which are not still adapted in the related departments are explained below.

• Although not expressed in the Articles of Associati

-on, nobody in the Company has the power to decide


• Pursuant to article 4.6.5 of “Corporate Governan

-ce Principles”, the wages paid to the members of the Board of Directors and Senior executives and all ot

-her benefits provided are explained to the public by means of the annual report. However, the explanation made is not based on person but to include the diffe

-rentiation of the board of directors and senior execu -tives.



Investor Relations Department

Investor Relations Department fulfils the task of enab -ling communication between the Board of Directors

and current and potential shareholders carrying out necessary processes in relation to such in accordance with the CMB Corporate Management Principles. This department works linked to Corporate Governance Committee as well as Burak ALTAY, Deputy Chairman of the Board of Directors of the Company.

Within this framework, Investor Relations Department shall be responsible for;

• Promoting the Company to domestic and foreign in

-dividual and corporate investors

• Promoting the Company at the current and poten -tially investor institutions and intermediating

insti-tutions, meeting the information request from the

analysts in such institutions

• Replying the questions and requests of the sharehol -ders




ODAŞ Enerji (“Company”) shows ultimate attention to being in compliance with the Capital Market Bo

-ard Corporate Governance Principles, adopts equality, transparency, accountability and responsibility con

-cepts while heading towards its targets. ODAS Ener

-ji made ultimate efforts to be in compliance with the non-obligatory principles as well while fully complying with the obligatory ones within the scope of Commu

-niqué of Corporate GovernancePrinciples numbered Serial:II-17.1 No:56 in 2014.

Based on these foundations, Corporate Governance Principles Compliance Works, which were initiated within the company in 2013 and continued throughout 2014, are continued to be operated through many me

-chanisms established within the Company. At the first phase of the works, amendments were made in the articles of association of the Company so as to provi

-de the sharehol-ders with an equalitarian, accountable, responsible and transparent structure. While the sha

-reholders were given the rights which are stipulated in the Corporate Governance Principles in the articles of association, “a better management” was aimed in the

management structure.

The website of the Company was updated to transfer the highest amount of information to the public in a fast, simultaneous, right and complete manner. With such declaration, ODAŞ Enerji adopted a trans

-parent and express way of management, and aimed to create a responsible, accountable management con

-cept to all of its partners mainly including the small


Justification for the Corporate Governance Principles which Cannot Be Applied Yet

Corporate Governance Committee of the Company continues its works to improve corporate governance practices. Full compliance has not been provided yet due to reasons such as the difficulties experienced in applying some of the principles, ongoing discussions both in our country and in the international platform. Principles other than currently applied principles and principles which are not applied now have not lead


• Informing shareholders and potential investors about the improvements of Company proactively and regularly by means of participating in conferences and investor meetings

• Performing analyses for company share performance, versus peers

• Replying Company related information demands from domestic and foreign corporate investors except for the Company related information which has not been disclosed to the public i.e. confidential information and trade secrets,

• Making General Meetings in accordance with the applicable legislation, Articles of Association and other intra

-company regulations

• Preparing the documents which the shareholders can be benefit from at the General meetings and submitting such documents to the investors’ information through the Company website three weeks before the General Meeting,

• Keeping records of the voting results by means of the minutes of the General Meeting and submitting the re

-ports where voting results are given to the shareholders’ information,

• Fulfilling, observing and tracking the liabilities originating from the capital market legislation including all kinds of matters in relation to financial reporting, corporate governance and public disclosure,

• Regularly following the content of the “Investor Relations” section on the website and applying updates when necessary,

• Preparing presentations regarding the activities and financial condition of the Company for three-month opera

-ting cycles; preparing the list of those who have access to internal information within the framework of the public disclosure of the special cases and tracking to update of that list

• Ensuring information flow between the Shareholders and the senior executives of the Company and the Board

of Directors.

ODAŞ Investor Relations Department

Shareholders’ Exercise of the Right to Obtain Information

All kinds of information demands requested from Investor Relations Department are carefully replied provided

not being qualified as trade secret or not being qualified as information which has not been disclosed to the

public yet within the framework of the principle of equality without making discrimination between the investors. In this direction, the information demands of the shareholders on several matters throughout 2014 were replied in written and verbally, clearly, expressly and in detailed on the phone and by email, all kinds of questions were replied to satisfy the investors provided not being within the scope of trade secret.

Name and Surname

Melih Yüceyurt Mehmet Erdem Aykın


melihyuceyurt@odasenerji.com mehmetaykin@odasenerji.com


Finance and Investor Relations Director Investor Relations Manager


0216 474 1 474 0216 474 1 474


of he Turkish Code of Commerce, Capital Market Law and Articles of Association of the Company. Once the

Board of Directors decides to hold the general

mee-ting, it is announced by making necessary explanati

-ons by means of Public Disclosure Platform and Ele

-ctronic General Assembly System .

Announcement for the general meeting shall be made

minimum 21 days in advance through the webpage www.odasenerji.com to reach as many shareholders as possible in accordance with the procedures which are stipulated in the legislation, and published in the Turkish Trade Registry Gazette and one of the daily published newspapers nationwide with high circula -tion.

Informing documentation shall be prepared in relation

to the items of the agendum and announced to the

public before the General Meeting and legal processes

and legislation shall be abided by in all notifications.

Withi regards to agenda items of the General Meeting, financial tables and reports including the audited year

-ly Activity Report, Corporate Management Complian

-ce Report, profit distribution suggestion, independent audit reports and text and justification of amendment

if any amendments are to be made in the Articles of

Association, Information Policy, Remuneration Policy, Dividend Policy, resumes of all candidate members of the Board of Directors along with the independent

ones and other documents which constitute basis for

the items of the agendum shall be kept accessible for examination to be reached in the easiest manner by the shareholders at the Company headquarters and on the Company webpage three weeks before the Ge -neral Meeting.

General Meetings are held instantaneously physically and electronically at the Company Headquarters and Electronic General Assembly System. The location for the General is planned to attend all participation and shareholders easily. The agenda items of the General

Meeting shall be determined clearly and not leading to different comments to enable the evaluation of each

proposal under a different title. During the General Meeting, the matters which are included in the agen

-da are conveyed to the shareholders in an objective and detailed manner with a clear and comprehensible method, and the shareholders are given the chance to explain their opinions and ask questions under equ

-al conditions. The members of the Board of Directors and senior executives of the company make neces

-sary explanations about the questions which are as

-ked by the shareholders during the General Meeting. Besides, all kinds of data can be reached in relation

to informing the investors fully, accurately and up-to-date over the “Investor Relations” section which is included as a separate section on the webpage of the Company (www. odasenerji.com.tr). Announcements

for 2014 which could affect shareholders decision are

disclosed through Public Disclosure Platform (PDP) and the Company website.

As the shareholders’ right to request the appointment of private auditors is regulated by the legal legislation,

there are no regulations in the Articles of Association

of the Company with regards to the requesting the appointment of private auditors. There have been no demands with regard to the appointment of private

auditors throughout the year.

General Meetings

General Meetings are held by considering Turkish Code of Commerce, Capital Market Legislation and Corporate Governance Principles to allow and inform broad participation of the shareholder.

Ordinary general meeting of the Company shall be held as of the end of the financial period of the Com

-pany and minimum once a year and the matters in the agendum which is prepared by the board of directors

shall be discussed and resolved by considering the

provisions of article 413 of the Turkish Code of Com -merce. Notifications and announcements regarding the general meeting shall be announced by

conside-ring the minimum periods determined in the provisi

-ons of the Turkish Code of Commerce, Capital Market Law and other applicable legislation by means of all

kinds of communication including electronic

commu-nication to reach as many shareholders as possible. The Ordinary General Meeting of our Company for the year 2013 was held in the Company headquarters at

Fatih Sultan Mehmet Mh. Poligon Cd. Buyaka 2 Sitesi

No: 8B 2. Kule Kat:17 Tepeüstü Ümraniye/ISTANBUL on 31 March 2014 Monday at 03:00 p.m. The Ordinary General Meeting of our Company for the year 2013 was made under the supervision of the Government Commissioner who was appointed by the Ministry of Customs and Trade of the Republic of Turkey. The agenda, minutes and list of attendants regarding the meeting can be found on the Company webpage.

Invitation to general meetings shall be made by the


Before the General Meeting, power of attorney samp

-les and voting procedures are submitted for the use of the shareholders who will be represented by a proxy via newspaper announcements and webpage. Open

voting method by raising hands is used for each

agen-da items at our General Meetings.

After the General Meeting, the meeting minutes are kept in the minutes book of the Company. The mee -ting minures can be accessed from Public Disclosure

Platform, Electronic General Assembly System as well as company website. The meeting minutes, list of at

-tendants, agenda are submitted for the evaluation of

all domestic and foreign investors instantaneously.

At the Ordinary General Meeting for the year 2013, the electronic general assembly preparations were comp

-leted in accordance with the legal regulations pursuant to article 1527 of the Turkish Code of Commerce. The

announcement for invitation for meeting was made as

stipulated in the Law and Articles of Association and to contain the agendum on 06.03.2014 thereby being announced in the Public Disclosure Platform (PDP), Electronic General Assembly System (EGAS) of Mer

-kezi Kayıt Kuruluşu A.Ş., Turkish Trade Registry issue dated 10 March 2014 and numbered 8524 and on the webpage of the Company. From the examination of the list of attendants, it was understood that from the

42.000.000 shares each of which has a nominal value

of 1 TL corresponding total 42.000.000 TL capital of the Company, 30.193.240 shares corresponding total 30.193.420 TL capital were represented at the mee

-ting by proxy and thus the mee-ting was opened by the president of the meeting board upon understan

-ding the minimum quorum which is stipulated both in the law and in the articles of association were present. At the Ordinary General Meeting for the year 2013,

the shareholders were given the rights to ask

ques-tions and no quesques-tions or opinions were directed by the shareholders in the “Wishes and Requests” section which is the last agenda item The agenda, list of atten -dants and minutes of the meeting regarding the

gene-ral meeting are available for the examination by the shareholders at the Company headquarters. Further

-more, the information and documentation regarding

the general meeting are submitted for shareholders and all beneficiaries in the Investor Relations section

of the Company webpage. A separate item of agenda

is included at the general meeting in relation to the

amount of donations and aids given in 2013. In this context, as is specified in item no 17 of the agenda of the Ordinary General Meeting for the year 2013, total 50.200 TL donations and aids were given in 2013.

The shareholders did not make any significant transa -ctions to cause conflict of interest with the board of

directors who have the control of management, the directors with the responsibility of administration and their spouses and up to second degree relatives by blood and by marriage, partnerships or affiliates.

Rights to Vote and Minority Rights

At the General Meetings, the voting procedure is an -nounced to shareholders at the beginning of the me-eting. Practices which obstruct the right to vote are

avoided at the Company.

At the ordinary and extraordinary general meetings of the Company, group (A) shareholders have 15 righ

-ts to vote for each share; and group (B) shareholders

have 1 right to vote for each share. At the general

me-etings, shareholders can be represented through the proxies who will be elected among them or externally. The proxies who are at the same time shareholders in the Company shall also be authorized to exercise the votes of the shareholders that they represent besides their own votes. The form of the certificate of autho -rity shall be determined by the board of directors

wit-hin the framework of the Capital Market Board. The

certificate of authority has to be in written.

The proxy has to exercise the vote in line with the request of the assigner provided the authority is spe -cified in the certificate of authority of the assigner.

The relevant regulations of the Capital Market Board shall be abided by with respect to voting by proxy. At the General Meetings, votes shall be exercised the -reby raising hands by showing the documents which

also determine those exercising votes by proxy within the framework of the regulations of the Capital Mar

-ket Board. However, secret vote shall be sought upon

the request of those having one-twentieth of the

com-pany capital among the present shareholders.

Group (A) shares have the privilege in determining the board of directors and exercising votes at the ge

-neral meeting within the framework of articles 7, 8 and 10 of the articles of association (Board of Directors, nominating to the Board of Directors, election of the chairman and the deputy chairman, right to represent the company and the right to vote at the General Me



Share Transfer

For and in case of the share acquisitions which result

in the shares of a shareholder exceeding five percent of the Companycapital and/or share transfers which

result in the shares of a shareholder falling below the

above rates upon the direct or indirect acquisition of the shares which represent five percent or more of the Company capital by a real or Corporate Entity, the ap

-proval of the Energy Market Regulatory Board will be taken every time, and necessary material disclosures will be announced pursuant to the Capital Market le

-gislation. This provision shall also be valid in case of

acquisition of the right to vote.

Even if there is no share transfer in question, the es

-tablishment of privileges, removal of privileges or is -suance of dividend certificates will be submitted to

the approval of the Energy Market Regulatory Board regardless of the above stipulated proportional limits. The Board of Directors shall have the power to refu

-se the approval of the transfer and abstain from re

-cording in the share book by justifying the realization of the purpose of the Company and protection of the economic independence. No restrictions can be brou

-ght for the transfer of group (B) shares which will be

traded on the stock market.

In case the market share limits which are stipulated in the applicable legislation are exceeded when the banks and/or financial organizations have a control on the Company and/or have subsidiary relationship with the Company pursuant to the provisions of the loan contract such as the default of the company in its payments within the scope of project financing which is provided irrevocably, such breach will be elimina

-ted within the time given by the Energy Market and

Regulation Authority to such banks and/or financial


Provided the abovementioned provisions are reser

-ved, the transfer of the registered shares of the Com

-pany shall be subject to the relevant provisions of the Turkish Code of Commerce, Capital Market Legislation and Energy Market Regulation Authority Legislation.


Company website address is www.odasenerji. com.tr any special rights or privileges. There are no compa

-nies with mutual participation. There are no provisions

in the articles of association with regard to the deter-mination of the minority rights as lower than

one-twen-tieth of the capital. Likewise, there are no provisions with regard to the representation of the minority rights in the management and the use of the method of exer -cising cumulative vote in the articles of association.

Dividend Rights

The dividend rights of the company shall be determi

-ned by considering the provisions of the Turkish Code of Commerce; Capital Market Legislation; Capital Mar

-ket Board (CMB) Regulations and Decisions; Tax Laws; other applicable legal legislations and the Articles of Association of our Company. In the profit distribution, a balanced and consistent policy is followed between the shareholders and company interests in accordan

-ce with the Corporate Governan-ce Principles.

Divedend distribution will be submitted for the

sha-reholders’ information at the General Meeting as a se

-parate agenda item every year. The company’s profit distribution policy is published in the yearly annual re

-port and company webpage.

The company has no privileged shares in terms of pro

-fit distribution. Each share of the company has the ri

-ght to obtain profit share at an equal rate.

The Company can distribute dividend in advance to

its shareholders within the framework of the

regula-tion in article 20 of the Capital Market Law. The way and time of distribution of the profit which is decided

to be distributed shall be decided by the general

as-sembly upon the proposal of the board of directors in

this regard.

Within the framework of article 20 of the Capital Mar

-ket Law and article 9 of the notice of the Capital Mar

-ket Board numbered Serial: IV No.27, it was decided to set off the profit share advance to be distributed from the extraordinary reserves in the balance sheet of the previous year in case sufficient profit is generated or loss is generated at the end of the fiscal period or by

recording as revenue thereby converting the

guaran-tee into money against dividend advance pursuant

to article 10 of the same notice and offset from that

amount in case the amount of extraordinary reserves are not sufficient to pay the loss.


and the section under the Investor Relations section

includes the matters related to the Corporate Gover

-nance Principles of the CMB. The website was set up to inform the shareholders, beneficiaries and all pub

-lic opinion clearly, expressly and instantaneously. The information which is given on the webpage is regu

-larlyupdated. The information on the webpage is also prepared in English so that international investors can

also benefit from.

Annual Report

The annual report of the Company shall be prepared to enable the shareholders, public opinion and all ot

-her beneficiaries to access complete and accurate information about the Company activities with the details which are necessitated in the Turkish Code of Commerce and Capital Market Legislation.


Informing the Stakeholders

With regards to inform stakeholders about the Com

-pany, necessary adjustments were made on the we

-bpage, and all kinds of Company related information are submitted in line with the Corporate Governance Principles. Shareholders, investors and analysts are able to access the financial reports, annual reports of the Company and other information through the Company webpage. In addition, some important an

-nouncements and messages are sent to all employe

-es by means of electronic mail. The Audit Committee shall be responsible for the compliance with and ob

-servation of legal regulations at the Company, and the Corporate Governance Committee shall be responsib

-le for examining and negotiating the complaints from the partners and stakeholders in the matters which are related to corporate governance.

Stakeholders’ Participation in the Management

No models have been created with regard to the

in-volvement of the stakeholders in the company mana

-gement. Besides, the demands and suggestions which

are given at the meetings made with the employees

and other stakeholders are taken into evaluation by

the directors and policies and practices are developed

with regard to these.

Human Resources Policy

The Human Resources Policy of ODAŞ Enerji is based on becoming an exceptional employer which increa

-ses the life quality of its employees and carries their performance capacities to higher standards. Human Resources mission is to create an open communica

-tion based common language among all employe

-es, and establish human resources systems which is adopted by each individual and focussed on perfec

-ting and will create a culture to improve the perfor

-mance of the group in a sustainable manner through the innovative, creative, solution oriented opinions of a dynamic, motivated, quality workforce.

The Human Resources policy aims to make sure that its employees use their own potentials in the optimum level and ensure the continuity of their personal im

-provements, and it consists of the following 3 funda

-mental processes.

• Determining and conveying the targets

• Creating employees communication through open

communication and timely constructive feedback network

• Planning suitable improvement activities in order to make sure that the employees can fulfil their duties in the best way, and preparing a ground where they can constantly improve both for their current position and preparation for their prospective potential duties Human Resources department shall directly becoor -dinated by HR director and all directors and shift

su-pervisors shall be indirectly responsible for executing effective and transparent relations with employees. All directors and supervisors shall be liable to behave equally and fair to their employees without any supe

-rior-subordinate pressure. Odaş Enerji has not rece

-ived any negative feedbacks or complaints from its employees in term of discrimination as a result of the sensibility about the principle of equality which is lis

-ted as one of the major key principles of the concept

of management.

Odaş Enerji Group abides by the principle of announ

-cing the company employees’ job definitions and dist


vocational confidentiality principles which are deter -mined by laws.

ODAŞ Enerji Group employees shall be careful about protecting the confidentiality and private information of our customers, employees and other related per

-sons and organizations which we work with.

The Group shall protect the confidential information regarding the activities of the Companies, and use such information only in line with the goals of ODAŞ Enerji Group; and share such information with the related persons within the limits of the determined powers.

Preventing Conflicts of Interest

It is forbidden for an ODAŞ Enerji employee, his fa

-mily or his relatives to provide personal interest by exploiting his position in the company; establish close relations with the persons or organizations that can exploit from his work decisions or the confidential information that he possesses. Employees shall be careful about protecting the company interests, and

avoid all kinds of actions and behaviours which can

be construed to provide advantage for themselves or

their relatives during their tasks.

Conflict of interest occurs when the special interests of the employee conflict with or have a potential to conflict with the interests of ODAŞ Enerji. The emplo

-yee’s obtaining inappropriate personal interests due to his position shall also be qualified as conflict of in -terest.

None of the employees can provide advantage in fa

-vour of themselves, their family members or relatives from the company operations; they cannot use the company properties, information and positions for their personal interests, and they cannot enter into competition with the company.

ODAŞ Enerji employees shall receive/give gifts from other people, institutions and organizations that he has relationships due to the work he performs and

within the framework of the rules which are

determi-ned within the company only.

Protection and proper usage of the company assets: employees should protect the company assets and use them efficiently. All assets of the company should be used for business purposes only.

work analyses and assessments regarding all tasks

within the organization are made in detail and perio

-dically reviewed in parallel with the company growth. As a result of these works, all competences and qu

-alifications which are needed to perform that work are determined; recruitment processes are managed by considering such criteria which are predetermined based on each position. Moreover, the areas to be en -hanced are determined through the feedback

inter-views made with the employees every year, and cor

-rective and preventive actions are carried out.

Ethical Rules and Social Responsibility

Company ethical rules are prepared in written and su

-bmitted for the employees’ information. Ethical Rules are defined, updated and published by the Board of


ODAŞ Enerji Business Ethic Rules are in harmony with ODAŞ Enerji policies and values and these rules should be abided by all employees including the board of di

-rectors and di-rectors. They are defined, updated and published by the Board of Directors.

ODAŞ Enerji Business Ethic Rules are in harmony with ODAŞ Enerji policies and values and these rules should be abided by all employees including the bo -ard of directors and directors.


Truthfulness and honesty are the most important va

-lues in all work processes and relationships. We act with truthfulness and honesty in our relationships with employees and others.


Discriminations originating from age, language, religion, race, health condition, sex and marital status are against the workplace rules. Employees can directly report their complaints in this regard to the Human Resources Department. Complaints in this regard cannot be prevented from being conveyed.






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