DOGUS OTOMOTIV

CORPORATE GOVERNANCE

Aclan ACAR

ChairmanDogus Otomotiv

With a proud past to a promising future…

Agenda

DOGUS OTOMOTIV

CORPORATE GOVERNANCE PRINCIPLES AND DOGUS OTOMOTIV IMPLEMENTATIONS

DOGUS OTOMOTIV RESULTS

Dogus Otomotiv Corporate Video

Dogus Otomotiv

Turkey's leading automotive distributor

Distributor of 13 reputable international automotive brands in Turkey

1994Founding Year

First GRI (Global Reporting Initiative)

Approved CSR (Corporate Social

responsibility) Report in the Automotive

Industry

More than 150,000 vehicle

salesin a year

13 international

brands, more than 85

models and affiliates

More than 2,000 employees

1.5 million vehicles

542 customersmeeting

point

Dogus Otomotiv has

Turkey's largest brand and

services

network in its industry.

Dogus Otomotiv in Numbers

Dogus Otomotiv Group Value Chain 2015

Imports and Distributorship

Yüce Auto*

Logistics Center

Dogus OtomotivIndependent Authorized Dealers

Retail

Secong Hand VehiclesBuying - Selling

Second Hand

AutomotiveFinance*

Insurance*

Finance

Production

TÜVTURK*

Other Investments

All BrandsFast Service

Parts and After Sales Services

* Associations

Meiller

Corporate Governance Milestones 1994-2004

Corporate Governance Milestones 2004-2014

Corporate Governance Principles and

Dogus Otomotiv Implementations

Corporate Governance Philosophy

Purpose

Protection of the rights of shareholders and all other stakeholders as well as the governance of the relational structure between the said interest groups

in the management and operations of the companies

Effects of Corporate Governance

Increase in the company performance Audit convenience

Efficient utilization of resources

Effects of the Corporate Governance Principles

Advantages of Corporate Governance Principles for a company :

More financing opportunities and liquidity

Resilience against crises and competitive edge

Improved company image

Stability in the capital markets

Higher returns on equity

Attractiveness for national and international investors

Better investment and mergers decisions

Successful risk management

Improved confidence in the company

Timely access to complete and accurate information

Corporate Governance Principles

Transparency

Accountability

Responsibility

Fair management

Dogus Otomotiv Transparency Principle

Our operations are based on the principle of integrity, transparency and continuous flow of information ...

Continuous and unhindered communication with the stakeholders

• Annual press meetings

• Quarterly releases on corporate performance

• Corporate information for employees

• Continuous communication with business partners; Regular meetings and gatherings

• Reinforcing the investor relations department / close communication with investors and analysts (A total of 180 domestic and foreign meetings per year with analysts )

• Frequently updated investor relations section on the corporate website

• Opening the Dogus Otomotiv Media and Investor Website

Examples on Implementations of the Transparency Principle

Corporate Website

Dogus Otomotiv Accountability Principle

Dogus Otomotiv Accountability Principle

The indispensable principle of our Corporate Governance philosophy is “Accountability”

Our accountability principles are comprehensiveness, answerability and priority

In line with the expectations of our stakeholders and industrial priorities; clear, net and accessible information sharing

• Public Offering / Listing of Shares at the Istanbul Stock Exchange in 2004

• Annually published “Activity Report”

• The first Corporate Responsibility Report of the Automotive Industry in Turkey

• Corporate Governance Assessment Report / 9.25 in 2014

Examples on Implemantions of the Accountability Principle

Annual reportCorporate Responsibility Report

Dogus Otomotiv Responsibility Principle

Dogus Otomotiv Responsibility Principle

Producing sustainable and innovative solutions for social and economic stakeholders in the automotive value chain

Being a rol model corporate citizen in the world and in Turkey

Dogus Otomotiv Responsibility Principle

Signing the Global Principles in 2010

Turkey's first Corporate Responsibility Report approved by GRI

Monitoring and measuring the company's responsibility projects

Adoption of the Corporate Governance principles

The secular Corporate Responsibility platform of Doğuş Otomotiv in 2014 The 10th anniversary of the "Traffic is Life!" platform

G4 compliant Corporate Responsibility report in 2014

Code of Ethics

Corporate Responsibility Focus Areas

CSR Focus Areas of DOAS (Doğuş Otomotiv Stock Symbol)

Economic Responsibility

Environmental Responsibility

Social Responsibility

Product and Service Responsibility

Responsibility towards our Employees and Customers

Human Rights

Social Participation

Traffic is Life!

Objective

Strategy

Action

Creating awareness and cultural change on traffic safety

Communication with all of our stakeholders starting with our employees

Integrated communication Public cooperation Field activities

Dogus Otomotiv Fair Management Principle

We are aware of our responsibilities within our domain of social influence and we present an ethical and fair management approach

• Effective Board of Directors Composition

• Corporate Governance Committee

• Code of Corporate Governance

• Strategy – Vision Meetings

• D-strategy & D-plan & D-people (D=Doğuş)

• Open Door Policy

• Lean Management Understanding and Policy

Change in the Management Structure

Changing the composition of the Board of Directors

• Separating the functions of the Chairman and CEO positions

• Directors who are experts on different subjects (Law, IT, Human Resources)

• Corporate Governance Committee (CGC)

• Independent Directors

• Woman Board Members

• Performance evaluations of directors

• Sub committees headed by expert directors

• Organization of information flow

Corporate Governance Committee

Established the Corporate Governance Committee ...

• Regular annual self-assessment reporting to the Board of Directors

• Assessment of investor relations

• Evaluation of Corporate Governance, CSR and Annual Reports

• Evaluation of the human resources system and remuneration and bonus compensation policies

• Top management succession policies

• Setting the key performance indicators for top management

• Early risk detection studies

• Contingency/Emergency Action plans

• Determining areas of improvement on Corporate Governance

• Controlling the CGC Regulation

Examples on the Implementations of Effective Management

Effective Implementations for Fair and Efficient Management

Ensuring employee ownership of company policies and Determining the Open Door policies and conducting Open Door meetings

Balanced time allocation for strategy and operations / at least once a year Organizing/Conducting "Strategy-Vision Meetings"

Building the base necessary before preparing the Code of Corporate Governance (Authorized Dealer training and meetings)

In line with our lean management philosophy;preparing and undertaking projects to implement efficiency oriented ideas and suggestions our employees

develop on our processes

Dogus Otomotiv Results

Dogus Otomotiv Performance Development

Dogus Otomotiv performed above the

market in 2014

* Excluding Skoda

51.703 47.471

82.729

106.052116.257

142.741 141.615

0

30.000

60.000

90.000

120.000

150.000

180.000

2008 2009 2010 2011 2012 2013 2014

Sales (Unit)

%-1

2.144 2.129

3.428

4.808 5.132

6.603

7.693

0

1.000

2.000

3.000

4.000

5.000

6.000

7.000

8.000

9.000

2008 2009 2010 2011 2012 2013 2014

Revenue (mn TL)

%17

516 564

790899

808881

799

0

200

400

600

800

1000

2008 2009 2010 2011 2012 2013 2014

Total Market (000.- unit) %-9

Dogus Otomotiv Performance Development

-136

23

78

202240

306 307326

0

50

100

150

200

250

300

350

2008 2009 2010 2011 2012 2013 2014

EBIT (mn TL)

41

193 180

310276

296

0

50

100

150

200

250

300

350

2008 2009 2010 2011 2012 2013 2014

Profit Before Tax (mn TL)