We have been creating happiness for the last 67 years

Transkript

We have been creating
happiness for the last
67 years...
2011 ANNUAL REPORT
Contents
01 Ülker means...
02 Key Financial Indicators
03 Operational Indicators
04 Capital Structure
05 Ülker on the ISE and Performance of Stock Shares
06 A Message from the Chairman of the Board
08 Board of Directors
10 A Message from the CEO
11
Our Strategies
12 2011 Business Activities
14 Economic Developments in the Global and Turkish Food Sector
16 Significant Developments
17
Production and Capacity
20 Investments
21 Subsidiaries
24 Human Resources
28 Quality and R&D
30 Social Responsibility
34 Corporate Governance Principles Compliance Report
42 Risk Management
43 Investor Relations
44 Profit Sharing Policy
45 Audit Board Report
47 Independent Audit Report
For 67 years,
Ülker means…
Turkey’s most loved biscuits,
chocolates and cakes,
One of Turkey’s biggest,
most reputable companies,
Scores of successful brands,
each a leader in its segment,
Bright smiles on our children’s faces,
A powerful and effective distribution network
covering 175,000 sales points across Turkey,
Environmentally respectful and
sustainable production,
Steady growth and continuous investment,
Protecting social values and carrying
out social responsibility projects in an
earnest manner,
High quality, reliable and pleasing tastes,
Ülker continues to multiply these values and
rank among Turkey’s leading companies.
Key Financial
Indicators
Shareholder’s Equity (TL)
1,097,250,691
2011
1,527,207,756
2010
1,125,668,600
2009
Total Assets (TL)
2,670,468,648
2011
2,885,873,435
2010
2,729,467,955
2009
Operating Profit (TL)
111,327,159
2011
2010
58,038,298
2009
KEY FINANCIAL INDICATORS
147,079,597
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2011 ANNUAL REPORT
Operational
Indicators
2011 Production
2011 Sales
240,822
239,586
Biscuit Production (Tons)
Biscuit Sales (Tons)
56,537
55,751
Chocolate Production (Tons)
Chocolate Sales (Tons)
297,359
295,337
Total Production (Tons)
Total Sales (Tons)
OPERATIONAL INDICATORS
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2011 ANNUAL REPORT
Capital Structure
Ülker’s shareholder structure as of December 31, 2011 is presented below. No individual person directly owns
more than 10% of the Company’s shares.
At year-end 2011, 29% of Ülker’s shares were publicly traded.
December 31, 2011
December 31, 2010
Share
Capital
Ownership
Share (%)
Share
Capital
Ownership
Share (%)
112,496,294
41.88
106,999,435
39.84
Dynamic Growth Fund
73,308,031
27.29
73,568,033
27.39
Other
82,795,675
30.83
88,032,532
32.77
Total
268,600,000
100.00
268,600,000
100.00
Shareholder
Yıldız Holding A.Ş.
30.83%
Other
27.29%
Dynamic Growth Fund
41.88%
CAPITAL STRUCTURE
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2011 ANNUAL REPORT
Ülker on the ISE and
Performance of Shares
A total of 29% of Ülker’s shares are publicly traded on the ISE National Market under the Reuters ticker symbol
ULKER.IS. In 2011, investors who sought a long-term investment and stable return preferred Ülker whose
share price was TL 5.40 as of December 31, 2011. At year-end, the Company’s total market value reached USD
769,627,638 while its publicly traded market value was up to USD 223,192,015.
Company
Ülker Biscuits
As of December 31, 2011
Reuters & Forex Code
ULKER
Share price (TL)
5.40
Sector
Foods
Publicly traded (%)
29.0
XU100
Market value (USD million)
769.6
Publicly traded market value (USD million)
223.2
XU050
XUTUM
XUSIN
Traded on the
following ISE Indices
XGIDA
XYUZO
XSANK
XULUS
Share Performance (%)
2009
2010
2011
TL
100.9
55.4
(1.8)
107.1
50.2
(19.6)
USD
ISE 100 and Ülker
ÜLKER
8.00
XU100 (right axis)
70,000
7.00
65,000
6.00
60,000
5.00
4.00
55,000
3.00
50,000
2.00
45,000
1.00
0.00
40,000
15.03.2010
15.06.2010
15.09.2010
ÜLKER ON THE ISE AND PERFORMANCE OF SHARES
15.12.2010
15.03.2011
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15.06.2011
15.09.2011
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2011 ANNUAL REPORT
15.12.2011
15.05.2012
A Message from the
Chairman of the Board
While the predictions that 2011 would be a “good
The Turkish economy will continue its positive
year” for Turkey proved correct, this was not the
growth trend in 2012
case for much of the rest of the world. We saw the
I think the most gratifying news for Turkey is that society
global economic crisis, which started in 2009 and
is hopeful about the future. Surveys show that the
spread around the world, profoundly impacted EU
Turkish people share the belief that “tomorrow will be
countries in 2011. The great debt problem threatening
better than yesterday,” and that no one is pessimistic
even the strongest countries in the Euro Zone was
about the country’s future. These positive sentiments
undoubtedly the most undesirable legacy passed
and expectations lead to high hopes for the future.
from 2011 into 2012. Additionally, Japan, one of the
Therefore, I believe 2012 will be a good year with the
world’s largest economies, had to cope with the
high morale and enthusiasm of the Turkish people,
terrible consequences of natural disaster in 2011. While
despite current adversity.
developed economies around the globe tottered
under unusual crises, the economic growth rates of
Yıldız Holding completed significant investments
developing countries slowed. However, recording GDP
Looking back at 2011, Yıldız Holding achieved many
growth of over 8% in 2011, Turkey was among the few
proud accomplishments and continued on its growth
bright spots in the global economy.
path. In 2011, we updated Yıldız Holding’s vision and
mission in line with the present condition of the world
as well as our country’s economic and social realities.
Parallel to our Holding’s mission to become a leading
international and Turkish food and beverage company,
we implemented a vertical integration strategy
as well as key investments in the complementary
areas of food and beverages. The modifications and
investments we completed within Yıldız Holding and
Ülker advanced in parallel with the developments in the
global economy.
A MESSAGE FROM THE CHAIRMAN OF THE BOARD
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2011 ANNUAL REPORT
We are ready to compete with global companies
Company Ülker. By focusing on cost savings, synergy
The upside down situation in the world’s economies
and productivity, we intend to take Ülker’s leadership
required multinational corporations to review their
vision and competitive advantages into the future and
competitive strategies. During this period, global
also to create benefits for our consumers, customers,
companies extended their target markets to a wider
employees and shareholders. In 2012, we expect to
geography, such as from North Africa to the Middle
sustain the positive operational and financial effects of
East, and from Russia to Eastern Europe. In doing
the measures we implemented in 2011. Thanks to the
so, MNCs began to focus on our traditional markets.
reorganization efforts we undertook and the current
I would like to emphasize once again that we are
size of our Company, we have reached a position to
prepared to compete with global companies in our
better compete with global rivals and to focus on our
region, thanks to our current strong market position.
investment and growth objectives more effectively.
Ülker has a new strategic focus
In line with our ever-rising Company’s growth targets,
In 2011, we completed the initiatives we began a year
we will continue working to satisfy our shareholders,
earlier to maintain Ülker’s competitive advantages and
consumers, customers, and employees while providing
to simplify the Company’s financial structure. The main
them with maximum benefits.
objective of this work was to exclude those subsidiaries
and financial investments that are not related to
Respectfully,
the Company’s main field of activity from Ülker’s
portfolio in order to focus solely on the production of
Murat Ülker
biscuits, chocolates and cakes. To this end, we merged
Chairman of the Board of Directors
our production companies, İdeal Gıda, Fresh Cake,
and Birlik A.Ş. with Ülker. As a result, we established
a structure that includes the biscuits/cakes and
chocolate subcategories, which constitute the major
portion of the snacks category, especially when Ülker
acquired the majority share of Ülker Chocolate. After
this restructuring process, we decided to rename our
A MESSAGE FROM THE CHAIRMAN OF THE BOARD
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2011 ANNUAL REPORT
Board of Directors
Murat Ülker
Ali Ülker
Mehmet Tütüncü
Ahmet Özokur
Deputy Chairman of the
Board
Board Member and CEO
Board Member
Murat Ülker began his professional
career at Group in 1982 after
graduating from Boğaziçi
University, Faculty of Economics
and Administrative Sciences,
Department of Business
Administration. He worked as
Control Coordinator in the Group
in 1984, and afterwards, attended
various training courses (AIB and
ZDS) abroad and worked as a trainee
at the Continental Baking Company
in the US. Mr. Ülker also worked in
the export field for two years in
the Middle East. Subsequently, he
oversaw about 60 factories and
facilities operating in the biscuit,
chocolate and food industry in the
US and Europe for three years. Mr.
Ülker also participated in various
IESC projects, and spearheaded
many vertical integration related
initiatives. After serving as Assistant
General Manager for Enterprises,
General Manager, Executive
Committee Member, and Board
Member in various companies of
the Group, Mr. Ülker was elected
the Chairman of the Board of Yıldız
Holding in 2000. Mr. Ülker speaks
English and German and his hobbies
include sailing, as well as traveling
with his family. He is married and has
three children.
Ali Ülker graduated from Boğaziçi
University, Faculty of Economics
and Administrative Sciences,
Department of Economics and
Business Management. He also
attended various academic
programs at IMD, Harvard and
Wharton. Mr. Ülker took part in the
De Boccard & Yorke Consultancy
Company’s Internal Kaizen
Study (1992) and the IESC Sales
System Improvement and Internal
Organization Project (1997). He
began his professional career in 1985
as a trainee in the Quality Control
Department of Ülker Gıda A.Ş. Later,
he served as a Sales Executive,
Sales Coordinator, Product Group
Coordinator and Product Group
Manager between 1986 and 1998 at
the chocolate production facilities
and at Atlas Gıda Pazarlama A.Ş. He
served as General Manager of Atlas
Gıda Pazarlama in 1998, Deputy
Chairman of the Consumer Group
for Marketing and responsible for
Chain Stores in 2000, General
Manager of Merkez Gıda Pazarlama
A.Ş. in 2001 and Deputy Chairman
of the Organized Retail Food Group
in 2002. In 2005, he was appointed
Chairman of Ülker (Biscuit,
Chocolate, Candy) Group. Mr. Ülker
speaks English and German and his
hobbies include fishing, watching
movies, reading books, and playing
basketball and billiards. He is
married and has three children.
Mehmet Tütüncü was appointed
Chairman of the Food and
Beverages Group in 2005. As of
October 2009, Gum and Candy
companies were incorporated
into the Food Group; Mr. Tütüncü
was appointed CEO for biscuitchocolate-cake operations in
September 2011, in addition to his
other duties. Mr. Tütüncü began
his professional career in 1981
as an engineer at the Ministry of
National Education, Construction
Department. From 1983 to 1987, he
worked as a Local Industry Specialist
at the Ministry of Industry and Trade.
From 1987 until 1996, he served
as Production Manager, Business
Manager and General Manager,
respectively, at Best Rothmans
Entegre Sigara ve Tütün Sanayi A.Ş.
Mr. Tütüncü joined the Group in
1996 as Facilities Coordinator, and
later served as General Manager
of Ülker Biscuits and Chocolate
production facilities in 1998; in
2000, he was the Deputy Chairman
of the Ülker Group. Mr. Tütüncü
graduated from Gazi University,
Faculty of Engineering, Mechanical
Engineering Department. In 1987, he
won the IRI scholarship and studied
Production, Quality Control and
Maintenance Procedures in Italy. He
also holds a Master of Science in the
field of Industrial and Organizational
Psychology. From 1993 to 1994, Mr.
Tütüncü attended the Business
Administration Training Program at
Boğaziçi University where he studied
Marketing Techniques, International
Marketing, Factory Organization and
Management. He also completed
the Strategic Marketing Program
at Harvard Business School and
attended several training programs
at IMD/Switzerland and Insead/
Singapore. Mr. Tütüncü speaks
English and is a member of
TÜSİAD (Turkish Industrialists’ and
Businessmen’s Association). Mr.
Tütüncü was born in 1958. He is
Ahmet Özokur studied Business
Administration and Marketing at
Indiana University, Department
of Business Administration and
at the European Business School.
He began his professional career
in 2004 as Executive Board
Member at Hızlı Sistem A.Ş. In
2005, he was appointed General
Manager of Datateknik, and he
was promoted to the position of
CEO of Datateknik Informatics
Group within the same year.
Post merger in 2006, Datateknik
Informatics Group became a
fully integrated group engaged in
systems integration, distribution of
computer components, software
development and distribution,
development of interactive
applications, manufacturing and
distribution of Expert branded
products; it was a pioneering and
innovative company in its sector.
In 2008, with the restructuring
of Datateknik Informatics Group
under the roof of Yıldız Holding, Mr.
Özokur was promoted to Assistant
Chairman of the Holding. Within the
same year, he was also appointed
Project Leader at Yıldız Holding
Real Estate Investment Group and
Executive Member of Beta Marina
İşletmeciliği A.Ş. On January 4, 2010,
he was appointed General Manager
of Sağlam Real Estate Investment
Trust. Mr. Özokur is interested in
aquatic sports. He is married and
has two children.
BOARD OF DIRECTORS
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2011 ANNUAL REPORT
Alain Strasser
Cengiz Solakoğlu
Mahmut Mahir Kuşculu
Board Member
(Independent)
Board Member
(Independent)
Board Member
(Independent)
Alain Strasser was born in 1947.
After first graduating from the
Departments of Mathematics and
Philosophy in 1964, he obtained
an MBA from E.S.C. in Paris in 1968
and a Masters in Economics from
the same university in 1970. Until
1972, he was employed at Senegal’s
Dakar University as an instructor
in management. His career in the
private sector began when he
held several positions at Unilever,
mainly in France, in the sales and
marketing departments. In 1982,
Mr. Strasser, who had become an
expert in homecare products, joined
Tambrands, and there he served
as Sales and Marketing Director
for France (1982 - 1983), General
Manager for France (1983 - 1987),
General Manager for the United
Kingdom (1987 - 1989), European
Division Deputy Head (1990 - 1993),
and International Head (1993 1994). After the acquisition of
Tambrands by P&G, Mr. Strasser
was appointed to Campell Soup
Company in 1994 as President of
Campbell Biscuits Europe. He was
instrumental in the Campbell’s
acquisition of Danone’s Liebig Soup
and he served as the President of
Delacre Biscuits and Liebig Soup
until 1998. From 1998 to 2007, Mr.
Strasser was employed by Artal,
a Belgian private equity firm, as
CEO of Harry’s SAS, where he
actively managed the company’s
restructuring and strategic
partnership processes. After the
company was sold to Barilla, he
joined Ülker Group in January 2008,
as Group Head of International
Operations. Mr. Strasser is still a
member on the Boards of several
companies including SSL in London;
Mood Media and Benedicta in
Galapagos; Alpina in France; and
Mankattan in China. Mr. Strasser is
Cengiz Solakoğlu graduated from
the Istanbul Academy of Economic
and Business Studies in 1964, and
began his professional career in
sales at Beko Ticaret A.Ş. He was
promoted to Regional Sales Manager
in 1969 and to Sales Director in
1975. After serving as the General
Manager of Beko Ticaret from 1977
to 1983, he was appointed General
Manager of Atılım A.Ş., another Koç
Group company. During his eight
year tenure in this position, he
pioneered the efforts to strengthen
the Arçelik Authorized Dealer
System. In 1991, Mr. Solakoğlu was
appointed Deputy Chairman of the
Consumption Group of Koç Holding,
and he was also a Member of the
Executive Committee of the Group
between 1996 and 1998. In 2002, he
was appointed as Chairman of the
Durable Consumer Goods Group
of Koç Holding. Having worked in
the Koç Group continuously for
more than 37 years, Mr. Solakoğlu
retired due to the Group’s policy
of mandatory retirement at age
60. He is among the founders
of the Educational Volunteers
Foundation of Turkey (TEGV) and
the 1907 Fenerbahçe Association.
Mr. Solakoğlu was named a Leader
of Civil Society by the Ekonomist
magazine in 2003. He is married and
has two children.
Mahmut Mahir Kuşculu graduated
from Istanbul Erkek Lisesi, and then
from Istanbul University, Faculty of
Economics. He went on to complete
his postgraduate education in
marketing in the US. From 1970,
Mr. Kuşculu served as Executive
Manager and Board Member in the
family glass industry businesses,
Tamcam A.Ş. and Arsal Cam Sanayii.
He founded Kutaş Dış Ticaret ve
Pazarlama A.Ş. in 1982, and Erdem
Dış Ticaret A.Ş. in 1985, while also
taking part in the management
of these companies. Mr. Kuşculu
has served on the professional
committees of the Istanbul
Chamber of Commerce and the
Istanbul Chamber of Industry for
20 years; also, he has served as a
Member of the Assembly of Istanbul
Chamber of Industry for 15 years.
Mr. Kuşculu is married and has two
children.
BOARD OF DIRECTORS
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2011 ANNUAL REPORT
A Message from the CEO
Dear Shareholders,
The important role of the food industry in the
development of Turkey
Our country continued its successful economic
performance of the prior year into 2011, and recorded
annual GDP growth of 8.5% as of year-end. As a result,
Turkey was one of the few countries that distinguished
themselves from the pessimistic scenario that prevailed
throughout the year in the global economy. Despite the
downturn in the European market, domestic demand
in Turkey continued at full force, leading to a positive
mood in the real sector. During the year, the food sector
in Turkey catered to over 31 million foreign tourists,
in addition to our country’s population of 75 million
citizens. The food sector outpaced many others in
Turkey by registering growth of 7.6% by year-end.
Our restructuring efforts focus on the future
Thanks to the transformation initiative that followed
the restructuring process, Ülker has become an even
larger food company yet with a simpler structure. The
efforts to merge the group companies engaged in the
biscuit, chocolate and cake categories under Ülker and
to exclude the businesses operating in other categories
from the portfolio, have started to yield positive results
in terms of sales income and profit margins.
With the new structure implemented in 2011, the
Company aims to:
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and cake categories,
IV`ZWZiiZgVYkVciV\Zd[^ccdkVi^dcdeedgijcî^Zh!
7ZcZÅi[gdbi]ZZXdcdb^Zhd[hXVaZVX]^ZkZYWni]Z
merger,
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A MESSAGE FROM THE CEO
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timely manner.
The results of our Company’s activities in
2011 is summarized below:
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In conclusion
The fundamental transformation and development
process, outlined above, resulted in the decision to
remove dividend privileges granted to certian share
classes, which was approved at the Extraordinary
General Meeting dated March 19, 2012.
Our goal is to become the most productive company in
all areas of the sector by offering our strong brands to
consumers at reasonable prices. We also aim to achieve
positive results that will satisfy all our stakeholders by
ensuring the continuity of our brand investments via
new resources.
I would like to extend my gratitude to our shareholders,
business partners, employees and customers who
supported Ülker in 2011. I hope we will all share the gains
and happiness of many successful initiatives in the next
period of operations.
Respectfully,
Mehmet Tütüncü
CEO
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2011 ANNUAL REPORT
Our Strategies
In productivity, we aim to:
In conclusion, we aim to:
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the sector,
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higher sales volumes and higher income in biscuit,
chocolate and cake operations,
chocolates and cakes by changing the Company’s
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management and operational structure by
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eliminating all subsidiaries and financial investments
that fall outside the main field of activity,
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highest level,
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happy.
distribution channels and sales points by merging the
sales companies,
In brand investments, we aim to:
D[[ZgdjgedlZg]djhZWgVcYhiddjgXdchjbZghVi
reasonable prices,
:chjgZi]ZXdci^cjînd[djgWgVcY^ckZhibZcih!
OUR STRATEGIES
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2011 ANNUAL REPORT
2011 Business
Activities
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2011 ANNUAL REPORT
Ülker has undertaken
investments in order
to further solidify the
Company’s dominant
market position, increase
consumer satisfaction,
improve product quality,
and to render the cost
base more competitive
through increased
efficiency.
Economic Developments
in the Global and Turkish
Food Sector
The Global Food Sector
The historically significant role of affluent and
The year 2011 witnessed economic fluctuations caused
developed countries in shaping the global economy
by the global financial crisis and a series of major
is diminishing every day, and this dependence is fast
political events. The debt crisis, which initially emerged
becoming a relic of the past. As clearly seen in Turkey,
in the US in 2008 in the mortgage market, went on to
developing countries may also attain rapid economic
negatively affect the world’s economies. Although it
growth due to their own internal dynamics.
mainly affected EU countries and Japan, it continues
to have an adverse impact on global markets. The
With a growth rate of 9.8% over the previous year,
problem of public debt sustainability in the Euro Zone,
the production sector played a major role during the
coupled with political turmoil spreading in North Africa
country’s recent growth process. However, Turkey’s
and the Middle East, have the result that the global
GDP growth was mainly tied to domestic demand,
economy is teetering on an even more precarious
when the expenditure method is used to calculate this
balance.
key economic indicator.
The Food Sector in Turkey
Given the economic scenario outlined above, the food
Achieving an economic growth rate of 8.5% by 2011
industry in Turkey continued to grow in 2011. Catering to
year-end, Turkey appears to be less affected by the
75 million Turkish citizens as well as 31.5 million foreign
ongoing crisis than the US and EU countries. Turkey
tourists, the country’s food industry was successful
realized 46.2% of its export activities with EU countries,
in achieving its profitability and revenue targets.
which grew at a low rate of 1.5% in 2011 due to the
Outperforming many other sectors with annual growth
debt crisis there. However, Turkey diversified its target
of 7.6% by 2011 year-end, the food sector nevertheless
export markets in 2011 and increased its total exports
has been greatly affected by the fluctuations in
by 18.5% to USD 135 billion, despite all the turmoil.
commodity food prices around the world.
Additionally, Turkey realized an import volume of USD
240.8 billion during the year. Dependence on foreign
While prices hit a record high in February 2011, even
energy, an international trade deficit reaching a record
exceeding the levels reached during the food crisis in
level of USD 100 billion, and the sharply rising inflation
2007, they dropped on average by 7 percentage points
rate were the main risk factors in the Turkish economy.
in mid-year and closed 2011 with an increase of 26%
In 2011, the private sector played a major role in
on some items. Price instability, which cost net food
Turkey’s high growth results.
importing countries an extra USD 1.29 trillion in total for
ECONOMIC DEVELOPMENTS, THE FOOD
SECTOR IN TURKEY AND THE WORLD
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2011 ANNUAL REPORT
Due to the fall in the income distribution index
in European countries, 2012 presents important
opportunities for food exporters. Turkey is expected
to increase its food exports to a volume of USD 10
billion in the coming year, up from USD 8.8 billion in
2011. With the slowdown in the world economy in
2012, commodity prices are expected to fall, leading
to an increase in the profitability of the overall sector,
depending on weather conditions.
the year, was identified as one of the leading causes
7.6%
of famine, and was the top agenda item at the Paris
meeting of Agricultural Ministers representing G-20
The Growth Rate of
The Food Sector in Turkey
countries in June 2011.
Outperforming many other sectors with
an annual growth rate of 7.6% by 2011
year-end, the food sector nevertheless
has been greatly affected by the
fluctuations in commodity food prices
around the world.
In 2012, the world economy is expected to expand at a
slower pace, at a projected 2.5%. Meanwhile, the growth
trend in developing countries is expected to continue,
albeit with a slight decline in momentum. With strong
domestic demand as the driving force, Turkey’s
economic growth rate is estimated to reach 4-5% for
the year, despite the recession in Europe, the country’s
biggest export market. In order for Turkey to turn the
recession in EU countries into an opportunity, it must
sustain its competitive advantages by effectively
executing information technology and production
strategies, which have high added value, are R&D and
innovation focused and are export oriented.
ECONOMIC DEVELOPMENTS, THE FOOD
SECTOR IN TURKEY AND THE WORLD
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2011 ANNUAL REPORT
Significant
Developments
In line with the efforts to simplify the Company’s
91.67%
financial structure, the following were excluded from
za`Zg½hedgi[da^dd[XdbeVc^Zh^c'%&%/CZiad\!i]Z
Ülker’s share in Ülker
Çikolata A.Ş.
logistics company; Dünya Gümrükleme, the customs
clearance company; Tire Kutsan, the packaging
Within the scope of the Company’s
restructuring efforts, Ülker acquired
91.67% of the shares of Ülker Çikolata
Sanayi A.Ş. in September 2011.
company, and a tranche of BİM shares. Similarly, Besler
Gıda, Sağlam REIT, PNS Pendik Nişasta and Hero Gıda
shares were sold in 2011. Ülker also sold its remaining
shares in BİM, which was a financial investment of the
As a result, the Company increased its competitive
Company, in 2011.
strength and positioned itself to take maximum
advantage of the rapid growth in the chocolate and
Within the scope of restructuring efforts, Ülker
cake markets.
acquired 91.67% of the shares of Ülker Çikolata Sanayi
A.Ş. in September 2011.
Developments in Corporate Governance
Practices
Ülker Çikolata Sanayi A.Ş. holds 99.99% of the shares of
The Company moved a step ahead by removing
Atlantik Gıda Paz. ve Tic. A.Ş. Therefore, Ülker Çikolata
dividend privileges in order to ensure that all
Sanayi A.Ş. and Atlantik Gıda Paz. ve Tic. A.Ş. were fully
shareholders benefit equally from profit distribution.
consolidated as of September 30, 2011.
To this end, at the Extraordinary General Meeting dated
İdeal Gıda Sanayi ve Ticaret A.Ş., Birlik Pazarlama
BVgX]&.!'%&'!i]Z[daadl^c\lVhVeegdkZY/id^cXgZVhZ
Sanayi ve Ticaret A.Ş. and Fresh Cake Gıda Sanayi
the paid-in capital of Ülker by TL 73,400,000 to TL
ve Ticaret A.Ş. were united under the Ülker umbrella
342,000,000; to completely restrict the preferential
via acquisitions finalized on December 30, 2011. In
rights of current partners; to remove dividend privileges;
addition, the acquisition of AGS Anadolu Gıda San.
and to distribute in registered form the C Group bearer
A.Ş., intended for a merger with Biskot Bisküvi Gıda San.
shares issued at a nominal value of TL 73,400,000
ve Tic. A.Ş., a subsidiary of Ülker, was also finalized on
to Registered Stockholders and to A and B Group
December 30, 2011.
Privileged Stockholders, in exchange of turning over
their dividend privileges and stock dividends, and in
Through the above transactions and developments
proportion to the removed privileges for privileged
Ülker united all production and sales operations of
stockholders and in proportion to turned over stocks
biscuits, chocolates and cakes under the same roof.
for stock dividend holders.
SIGNIFICANT DEVELOPMENTS
16
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Biscuits
In 2011, Ülker’s production facility in Topkapı, operating
240,822 ton
with three shifts, reached an actual capacity utilization
ratio of 75.2%. This level translates into the production
Biscuit Production
Volume
of 51,258 tons of biscuits and net sales of 51,178 tons of
biscuits during 2011.
Ülker realized total biscuit production
of 240,822 tons at its Topkapı/Istanbul,
Gebze/Kocaeli, Ankara and Karaman
factories in 2011.
The Gebze factory, established in the Gebze Organized
Industrial Zone in 1997, operates in a covered area of
41,000 m2 built on an 85,000 m2 tract of land. The
Gebze factory has produced biscuits and crackers
The Main Brands Include
since 2000. Its capacity utilization ratio was 79.2% in
Pötibör, Çizi, Krispi, Haylayf, Mavi Yeşil, Hanımeller, Bebe
2011, with production of 37,934 tons and net sales of
Biscuits, Biskrem, Krim Kraker, Probis, Çokoprens, As
37,899 tons.
Kraker, Başak, İkram, Canpare, Rondo, Altınbaşak, 9 Kat
Tat, Halley, Kat Kat Tat, Çubuk Kraker, Alpella Ring, Hasat,
The Ankara factory is built on 110,000 m2 tract of
Bolero.
land with a covered area of 80,000 m2, making it the
largest biscuit production and warehousing facility in
the Middle East. The factory has been one of the most
important contributors to the region’s economy for
over 40 years. In 2011, the factory’s actual capacity
utilization ratio was 76.4%, with three work shifts.
The factory produced 74,786 tons of biscuits, which
resulted in net sales of 74,449 tons for the year.
Biskot Bisküvi, an Ülker subsidiary, produces biscuits
in 20 facilities at its Karaman factory, which had a
capacity utilization ratio of 68% in 2011. The factory
produced 76,844 tons of biscuits, which resulted in net
sales of 76,060 tons for the year.
PRODUCTION AND CAPACITY
BISCUIT
17
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Chocolates
Ülker Çikolata, an Ülker subsidiary, carries out its
production activities in three facilities built on a 26,742
m² tract of land with a total covered area of 67,745
m². In the last three months of the year, Ülker Çikolata
realized a production volume of 28,165 tons at its
Topkapı Factory, and net sales of 27,845 tons. The
Company’s capacity utilization ratio was 69% in 2011.
Ülker Çikolata produces the categories of solid
chocolate, chocolate covered products, chocolate
cream, giftable chocolates and powder cocoa under
56,537 tons
the brands Ülker, Alpella and Lovells. The Company’s
Chocolate Production
Volume
leading brands/products are Ülker Chocolate Wafers,
Çokokrem, Metro, Albeni, Çokonat, Dido, Cocostar and
Caramio.
CHOCOLATES
Ülker realized total chocolate production
of 56,537 tons at its Topkapı and
Karaman factories in 2011.
18
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Cakes*
Ülker produces cakes at its Esenyurt Factory, which was
56,009 tons
established in 1993 and has a covered area of 26,000
m². The factory’s capacity utilization ratio was 68% in
Cake Production
Volume
2011; the factory produced 56,009 tons and had net
sales of 55,233 tons.
In 2011, Ülker realized total cake
production of 56,009 tons at
its Esenyurt Factory, which was
established in 1993.
Dankek and Kekstra.
* The merger with the cake company was finalized on December 30, 2011.
Therefore, the above figures were not included in the consolidated
statement for 2011.
CAKES
19
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Investments
In 2011, Ülker solidified its dominant position in
the market with new investments including new
installations in the factories, capacity increases,
modifications of production lines, efficiency increase,
improvement of hygienic conditions and warehousing
procedures.
The investments undertaken by Ülker aim to further
solidify the Company’s dominant position in the
market, increase consumer satisfaction, improve
product quality, and to render the cost base more
competitive by increasing efficiency.
In 2011, Ülker invested in the installation of new
facilities, capacity increase, renovations, modifications
to production lines, efficiency increase, improvements
in the areas of hygiene and warehousing. The
consolidated amount of expansion and modernization
investments was about TL 85 million.
85 million
The total amount of Ülker’s
expansion and modernization
investments
In 2011, Ülker invested a consolidated
amount of TL 85 million in expansion and
modernization.
INVESTMENTS
20
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Subsidiaries
Affiliations and Subsidiaries
(The current situation after the restructuring process)
İstanbul Gıda
Gıda Sanayi ve Ticaret A.Ş.
Ülker Çikolata
Sanayi A.Ş.
Production
Production
Sales & Marketing
Biskot Bisküvi
Dış Ticaret A.Ş.
Atlas Gıda
Birleşik
Atlantik Gıda
Pazarlama Sanayi ve Ticaret A.Ş.
Dış Ticaret A.Ş.
Paz. ve Tic. A.Ş.
Sales & Marketing
Sales & Marketing
Sales & Marketing
Godiva Belgium BVBA
G New Inc.
Production
Investment
Rekor Gıda
Pazarlama A.Ş.
Sales & Marketing
SUBSIDIARIES
21
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Subsidiaries
Biskot Bisküvi Gıda and
Ülker Çikolata
Biskot Bisküvi Gıda
Ülker Çikolata
Thanks to the merger of AGS-Anadolu Gıda San. ve
In 2011, Ülker acquired the majority shares in Ülker
Tic. A.Ş., cake producing company, with Biskot Bisküvi
Çikolata, previously held by Yıldız Holding and Dynamic
Gıda San. ve Tic. A.Ş. at 2011 year-end, the Company
Growth Fund. Ülker Çikolata produces the categories
attained a larger production volume. Biskot Bisküvi
of solid chocolate, chocolate covered products,
Gıda operates in a covered area of 102,000m² and has
chocolate cream, giftable chocolates and powder
2,900 employees, and it is one of the most important
cocoa under the brands Ülker, Alpella, Lovells, Golden
industrial companies and employers in the region.
and Mavi Yeşil. The Company is the market leader in
its sector and carries out its production in 3 facilities
In 2011, the total production volume of Biscuits,
located in Topkapı/Istanbul with a total covered area of
Chocolates and Cakes was 127,840 tons at the five
67,745 m².
factories that have a total production capacity of
187,000 tons.
7% of Ülker Çikolata’s turnover stems from export
operations. The Company’s total material warehouse
Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş.’s product
space measures 18,600 m². Ülker Çikolata has a total
portfolio consists of Pötibör, finger, bebe biscuits,
production capacity of 203,000 tons, and its average
crackers, cream-filled biscuits, sandwich biscuits,
capacity utilization ratio is 69%. As of today, Ülker
wafers, cakes, chocolate-covered bars, chocolate
Çikolata produces 184 different products under 5 main
wafers, chocolate-covered cakes, rulokat, çokomel,
brands (Ülker, Alpella, Golden, Mavi Yeşil, Lovells) and 91
chocolate cream, special biscuits, chocolate egg with
sub-brands.
toy, and giftable chocolates.
SUBSIDIARIES
"Ë3+/4â"Ë3+¬6Ëâ')$!â!.$â¬,+%2âË+/,!4!
22
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Subsidiaries
İstanbul Gıda ve
Birleşik Dış Tic.
İstanbul Gıda
Thanks to the successful attempts of the sales
İstanbul Gıda closed 2011 with a turnover close to that
organization, the Company attained organizational and
of the previous year, despite the product categories,
regional efficiency and also increased its productivity.
such as milk, beverages, and personal care, which are
unrelated to its main field of activity. The Company
With a strong sales and distribution network, Birleşik Dış
transferred these businesses to other Holding
Ticaret exports Halk and Karsa branded Ülker products
companies. With a strong sales and distribution
to the countries mainly in the Balkans and the Middle
network, İstanbul Gıda, exports Ülker products to
East, and also to the US, European, African and Far
more than 80 countries mainly in the Balkans and the
Eastern countries. In 2011, while the negative effects of
Middle East, and also to other countries including the
the global economic crisis was still felt in the European
Turkic Republics, Africa, Far East, the US, and Europe.
market, to counterbalance these effects, the Company
The Company achieved a two-digit growth in unit
increased its marketing activities in the less-affected
sales, compared to the previous year. The number of
countries of the Middle East and Africa. This move
employees were 74 as of 2011 year-end.
resulted in a 26% rise in ton sales to the Middle East,
a 50% rise in ton sales to Africa, and 21% rise in ton
Birleşik Dış Tic. A.Ş.
sales to Far East markets. The Company’s net turnover
2011 was a year of success for Birleşik Dış Ticaret A.Ş.
increased by 36.2% at year-end.
as the Company’s strategy to focus on main product
categories, namely biscuits, chocolates, and cakes
proved right.
SUBSIDIARIES
Ë34!."5,â')$!â6%â"Ë2,%ÊË+â$)Êâ4Ë#
23
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Human Resources
The vision of Human Resources at Ülker is to organize
and implement the best human resources practices in
all business fields of the Company.
The mission of the Company’s human resources
department, on the other hand, is to become the most
preferred food company by;
YZkZade^c\VcYZbedlZg^c\ZbeadnZZh!VcY
reinforcing their loyalty to the Company,
ZhiVWa^h]^c\VXdbeZiZci!Z[[ZXi^kZVcYVÆZm^WaZ
organization,
ZbWgVX^c\VeZg[dgbVcXZXjaijgZi]VigZÆZXihi]Z
Company’s values.
The Company aims to accomplish these goals through
leaders who have a global perspective as well as
innovative and sustainable Human Resources systems.
Ülker shapes its human resources practices in line with
Yıldız Holding’s Human Resources Strategies and Values,
which are expressed as, “Our Customers Come First!”,
“We Are Number 1 in Quality!”, “We Are Competitive!”,
“We Achieve Together!”, “We Are Result Oriented!” and
“We Are Driven By Change!”. The Company aims to
increase its competitive advantages in both domestic
and foreign markets via effective human resources
practices, which are aimed at achieving superior quality
in all business processes, high motivation and loyalty of
employees, and collaboration.
In order to further increase the loyalty and motivation
of its employees, Ülker conducts employee satisfaction
surveys and carries out development programs
according to the results obtained from these surveys.
The Company also organizes social events with the
participation of its employees and their families with the
purpose of reinforcing the bond between the Company
HUMAN RESOURCES
and its employees. To maintain a high level of employee
satisfaction and boost loyalty, Ülker routinely inquires
the opinions of its employees via questionnaires and
evaluation forms. The results of the “Voice of the Stars
– Employee Loyalty Survey”, which was conducted
throughout Yıldız Holding towards the end of 2011, were
announced at the beginning of 2012. Following the
analysis of these results, the Company plans to take
actions in improvement areas, if there are any.
Each year, Ülker holds meetings with workplace union
representatives, in cooperation with the Industrial
Relations Board. These meetings aim to improve
the communication between the Company and its
employees, and to provide opportunities for the sharing
of ideas that will move the Company forward. Likewise,
the Company organizes Partnership Communication
Meetings to open new channels of communication, and
to boost employee satisfaction and loyalty.
As in previous years, the Company organized a series of
events in 2011, in order to increase motivation, expand
social interaction and strengthen the bonds between
i]Zldg`ZghVcYi]Z8dbeVcn/
IZX]c^XVak^hîhWZilZZci]Z[VXidg^ZhlZgZdg\VcôZY
to strengthen the social communication network
among employees; and also workplace tours and
company information sessions were also arranged for
the families of employees at various factories.
I]ZIgVYî^dcVaza`ZgE^Xc^XlVhdg\VcôZYidegdk^YZ
an opportunity for employees and their families to
socialize and spend time with each other in a fun
environment outside of work.
I]Z8dbeVcnegdk^YZYdeedgijcî^Zh[dgîh
employees to attend the matches of Fenerbahçe
Ülkerspor Basketball Team, of which Ülker is the main
sponsor.
24
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
6cVlVgYhXZgZbdcnlVhVggVc\ZYid]dcdgZbeadnZZh
who have been working for Ülker for 10 years and
longer, and have added value to the Company with
their dedicated work. They were presented with
plaques to reward their loyalty, and this event was highly
appreciated by all employees.
HeZX^VaXdbbZbdgVi^dcYVnh!hjX]VhBdi]Zg½h
Day, International Day of Persons with Disabilities,
International Women’s Day, and etc. were observed and
celebrated with the workers.
Lî]^ci]ZhXdeZd[6egâ'(gYCVi^dcVaHdkZgZ^\cin
and Children’s Festival events, a Painting Contest was
organized for the children of employees. Besides, the
Company enabled the employees’ children to attend
the April 23rd Film Festival, which is sponsored by Ülker.
Lî]^ci]ZhXdeZd[º7gV^c7dm»egd_ZXi!Veea^XVWaZVcY
successful ideas were awarded. Because this project
was transferred to electronic media in 2011, it could be
carried out more rapidly and there was a boom in the
number of suggestions submitted.
9jg^c\i]Zbdci]d[GVbVYVc!>[iVgWgZV`^c\[Vhi
dinners were organized with the participation of
employees and senior management of the Company.
The Bayram spirit was shared with the employees at the
ceremonies organized for exchanging greetings.
;dgi]ZlZaa"WZ^c\d[ZbeadnZZh!i]Z8dbeVcn
organized seminars to help them quit smoking. These
seminars were organized in collaboration with the
Women’s and Family Health Department of Istanbul
Metropolitan Municipality, and helped raise employee
awareness about certain health related issues. In
addition, employees were provided with free check-ups.
I]Z8dbeVcndg\VcôZYk^hîhVcYhZcibZhhV\Zhid
the employees for their special occasions, such as
marriages, births and deaths. Besides, employees’
birthdays were celebrated with messages and small
gifts.
HUMAN RESOURCES
Lî]^ci]ZhXdeZd[i]Z@doVHdX^VaGZhedch^Wâîn
Project organized by YASED (International Investors
Association of Turkey), two university students
studying in Eastern and Southeastern Anatolia
were offered summer internship opportunity at the
Company in 2011. Additionally, within the framework
of the protocol between Ülker and TOBB University
of Economics and Technology, the Company offered
internship opportunities to 3 university students at
its Ankara factory in 2011. The internship program
is divided into 3 parts, in a way that one student will
attend the program for a period of 4 months, so that,
in one year a total of 3 students will have benefited
from the internship opportunity.
>cVcdi]ZgHdX^VaGZhedch^WâînEgd_ZXi!l]^X]lVh
also realized with the participation of employees,
3,932 cedar trees were planted in Akyurt/Ankara with
the purpose of creating a “Commemorative Forest for
Ülker Employees”.
I]Za^WgVg^ZhVii]Z8dbeVcn½h[VXidg^ZhlZgZ
renovated and enriched with local and foreign books
and periodicals in order to support employees’
cultural development and to increase their access to
knowledge. Besides, employees were provided with
access to electronic resources (contracted services
of Yıldız Holding) on company computers.
Eg^XZY^hXdjcihlZgZVggVc\ZYlî]kVg^djh
companies (tutoring schools, driving courses,
supermarkets, hospitals, gas stations etc.) for the
employees, to add enjoyment to their social lives and
to help them meet their basic needs such as food,
health, education, and transportation.
:beadnZZhlZgZZcXdjgV\ZYideVgi^XêViZ^ci]Z
Photography Club, which was established as a hobby
and events club within Yıldız Holding, and they had
the opportunity to improve their photography skills
through training programs and trips.
25
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Human Resources
>cY^gZXianZbeadnZYldg`Zgh!l]d!lî]^ci]Z
framework of Ülker values and core competencies,
had achieved better results than expected, displayed
exemplary behavior and generally made a difference
with their extraordinary job performance, were
rewarded within the scope of Moments Awards in 2011
as well.
Drawing upon the fact that corporate success can be
guaranteed with employees who embrace company
values, several events were organized in 2011 in order to
encourage employees to embrace the renewed values
of Yıldız Holding. Ülker’s directly and indirectly employed
workers participated in these events, which brought
Yıldız Holding Family together.
At the two events organized in Istanbul and Ankara,
during which Yıldız Holding’s vision, mission and values
were shared, theatrical performances were staged
and employees experienced “happy moments”. Ülker
employees contributed to the production of the
video clip of “Anthem of Values” with their voices and
appearances. This video was broadcasted at common
areas, posters describing the Company values were
hung at visible spots, brochures were distributed, and
training content was revised in line with the renewed
values, all as part of efforts to launch the new values of
the Holding. Similar activities will be carried out during
the coming period as well.
Ülker is aware of the need to adapt to changes in line
with the developments around the world as well as
to reflect high technologies and new opportunities to
business life in the face of global competition. Thus, the
Company implements a human resources policy that
is always open to development. This way, the Company
can focus on protecting its competitive advantage
in the sector by greatly investing in technology and
human resources. Regarding its employees as “the
biggest capital” and “ the most important asset”,
Ülker is committed to ensuring and supporting the
development of its employees, not only for the
Company’s business targets and competitiveness
HUMAN RESOURCES
but also for their own development. Support for the
personal and professional development of employees
is given through training and development programs,
so that they can maintain top performance in their jobs
and help prepare Ülker and themselves for the future.
Ülker offers its employees various opportunities for
both on-site and off-site training on different subjects as
^cY^XViZYWZadl/
FjVaînHnhiZbhIgV^c^c\=n\^ZcZ!FjVaîn!>HD&)%%&
Environmental Management System, OHSAS 18001
Occupational Health and Safety, Energy Management
System, etc.)
DXXjeVi^dcVa=ZVai]VcYHV[ZinIgV^c^c\IgV^c^c\
programs specified by the “Regulations on Heavy and
Dangerous Work” and in collaboration with İŞKUR – job
placement agency of Turkey; Fire Training, First Aid
Training, etc.)
EZghdcVa9ZkZadebZciIgV^c^c\8gZVi^kZI]^c`^c\
and Innovation Techniques, Personal Motivation,
Work and Life Balance, Relationship Management and
Communication Skills, etc.)
BVcV\ZbZciIgV^c^c\AZVYZgh]êEgd\gVb!EgZeVg^c\
for Management Program, Manager Development
Program, Ülker Competencies and Behavioral
Indicators, etc.)
;dgZ^\cAVc\jV\ZIgV^c^c\:c\a^h]ZiX#
IZX]c^XVaIgV^c^c\*H!EcZjbVi^Xh!BZX]Vcigdc^Xh!
Siemens S7 200, Siemens S7 300, Predictive
Maintenance, Machine Operator Training, Forklift
Operator Training, etc.)
Dc"i]Z"?dWIgV^c^c\Jc^[dgb8dcigda!Jh^c\EZghdcVa
Protective Equipment, Using Transpallets, Hand
Washing Considerations, Using Respiratory Equipment
for Fire Protection, etc.)
Dg^ZciVi^dc?dW"Zcignegd\gVb![VXidgnk^hî!VcYZiX#
LZW"WVhZYIgV^c^c\Z"aZVgc^c\VcYA^kZ$>ciZgVXi^kZ
Seminars over the Web.
Ülker utilizes a Performance and Career Management
System aimed at rewarding employees for their
achievements and potential as well as determining
areas of development. Under the Performance and
Career Management System, Ülker strives to develop
the roles and skills of every employee who contributes
26
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
to the vision of the Company. In 2011, the competencies
of Company’s managers were evaluated against the
competencies described in Ülker Leadership Model and
within the frame of 360 Degree Evaluation System; and
their targets were evaluated on the basis of Balanced
Score Card results.
Educational Status (2011*) (%)
5.1
Associate Degree
28.0
In line with the “Human Resources Planning”, which
was initiated across all Yıldız Holding companies in
2011, a backup system was developed for managerial
positions to ensure the continuity of the Company’s
success. In addition, “Individual Development Plans”
were devised to ensure employees’ career development
and to prepare them for career opportunities that may
arise in the future. Besides, new job openings are first
announced to and shared with the employees of the
Group.
Ülker reinforces its existing workforce by recruiting
qualified and skilled new employees. In this respect, the
Company took part in the Istanbul Human Resources
and Employment Convention, organized by İŞKUR in May
2011. This convention brought together all parties of the
labor market, namely workers, employers, government
corporations and institutions, and universities. At its
booth, Ülker provided information about the Company
and distributed booklets to the students and graduates
of vocational schools and universities, teachers and
administrators of vocational schools and to those who
actively seek a job. Besides, the Company accepted all
internship and job applications at its booth. In addition
to the above, Ülker signed collaboration protocols about
education with a number of industrial vocational high
schools, namely Ankara Çubuk, Istanbul Kıraç, Bağcılar
and Zeytinburnu in order to train the existing technical
personnel of the Company as well as to source qualified
and competent new technical staff.
Graduate Degree
and Higher
41.2
High School
25.7
Elementary
School
Age Distribution (2011*) (%)
57.3
Between the ages of 31-34
32.4
10.3
30 and below
Seniority Distribution (2011*) (%)
7.4
10 years and more
46.9
45.7
5 years and less
* The above data was given as of December 31, 2011.
With superior quality standards, Ülker has been creating
“Happy Moments” for Turkish people since 1944, and
the Company is determined to develop its human
resources in line with future goals and uninterrupted
service principle.
HUMAN RESOURCES
45 and above
27
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
6 to 10 years
Quality and R&D
Ülker offers innovative products that appeal to traditional
taste buds both in Turkey and around the world. The
Zi]^XVaeg^cXêaZhd[za`Zg½hG9egVXi^XZhVgZ/
IdjhZhX^Zci^ÅXbZi]dYhVcYiZX]c^fjZhidgZhZVgX]!
locate and report facts;
Idh]dlXdcXZgc[dg]jbVch!i]ZZck^gdcbZciVcYi]Z
public good by adhering to existing laws and regulations
as well as to the principles and goals of the Group;
IdValVnh\^kZeg^dgînidXdchjbZgh½cZZYhVcY
expectations;
IdZchjgZ;ddYHV[Zin"=^\]FjVaîn"Eg^XZ"KVg^Zin
optimization in all products;
IdVXiVXXdgY^c\idi]Zeg^cXêaZ!ºlZlâacZkZgd[[Zg
our consumers a product that we would not consume
ourselves, or give to our children.”
Thanks to its expert and experienced R&D personnel,
Ülker continued to develop new products compliant with
the Company’s high quality standards in 2011, and took
its innovative approach to higher levels. In this respect,
the Company concentrated on R&D projects in order
to fully utilize the capacity of the facilities, and achieved
significant progress in capacity increase with new
products.
By 2011 year-end, 69 new projects were realized by the
R&D departments of Istanbul and Ankara factories, and 12
of these projects were developed into new products and
subsequently launched. In addition, four new products
(Bolero Chocolate-covered Wafer with Hazelnut, Alpella
Ring, Halley with 2-layers, and Hot Çiziviç) were launched
by the Ankara factory; and eight new products (Krispi with
nigella seeds, Spiced Krispi, Krispi Nacho with cheese,
Hanımeller Tarsus Shortbread, Albeni 60 gr., Albeni Sticks,
Albeni Snack Biscuits, Albeni Cracked Biscuit) by the
Istanbul factory.
In the area of product development, the Ankara factory
developed one new product (Rondo 75g) and 11 new
types of packaging (Snack-size Çokoprens 3 in MP, Mini
Halley 4 in MP, Snack-size Çokoprens 4 in MP, Half Time
Hazelnut Mille Feuille, Scoozi Banana Wafer, Scoozi Vanilla
Wafer, Scoozi Strawberry Wafer, Scoozi Chocolate Wafer,
Mini Halley 5 in MP, Hazelnut İkram 92g, Chocolate İkram
92g); and the Istanbul factory successfully developed
45 new types of packaging. Products developed by
R&D departments in 2011 represented 2.6 % of the
total tonnage of the Ankara Factory, and 5% of the total
tonnage of the Istanbul Factory.
“Delicious, Healthy and Trusted” Products
In 2011 Ülker continued to conduct routine tests and
analyses in areas such as raw materials and packaging, as
well as carrying out evaluations on semi-manufactured
and finished products, in order to guarantee consistent
quality standards and reliable production, free from
human error. Accordingly, production trials and analyses
were performed on a total of 58 alternative raw materials
in Ankara. In addition, results of raw-material analyses
performed by accredited laboratories were requested
from the suppliers and recorded. Within the scope of
defined analysis methods and procedures, the Company
carried out routine process controls, critical control
point (CCP) checks, shelf life analyses, scoring, as well
as supervision of equipment, workplace and employee
hygiene.
To set production standards of Ülker products, and
to determine the differences in similar products
manufactured by competitors, benchmarking was carried
out on certain product groups including Halley, Pötibör,
Çubuk Kraker, Çokoprens, Wafer, Rondo Cream, Canpare
Cream, İkram Cream, Çizi, Mavi Yeşil and Altınbaşak.
To ensure product safety and hygiene, in 2011 Ülker
organized training sessions on Workers Hygiene,
QUALITY AND R&D ACTIVITIES
28
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2011 ANNUAL REPORT
Environment, Management Systems, and Allergens.
Ülker always aims to meet consumer expectations at
the highest level possible and to consistently increase
customer satisfaction. Therefore, the Company
constantly solicits consumer feedback and takes any
corrective action that is required. In addition, inspections
and analyses are conducted in collaboration with the
suppliers in order to prevent quality-related problems
at the source. Also, within the frame of food safety
considerations, Ülker inspected distributor warehouses
located in various cities in order to ensure that Ülker
products reach end consumers in a hygienic manner.
Quality Assurance Practices
In 2011, Ülker carried out coordinated efforts at all of its
factories in order to reach “gold standards.” In addition,
results of raw-material analyses performed by accredited
laboratories were requested from the suppliers and
regularly recorded.
Within the scope of defined analysis methods and
procedures, the Company carried out routine process
controls, critical control point (CCP) checks, shelf life
analyses, scoring as well as supervision of equipment,
workplace and employee hygiene. A new infrastructure,
enabling a 12-month shelf life analysis was also set up in
2011.
To set production standards of Ülker products, and
to determine the differences in similar products
manufactured by competitors, benchmarking was carried
out in 2011 on certain products including Bebe Biscuits,
Pötibör, Biskrem, and Hanımeller Hazelnut. Additionally,
with the Capepack Pallet Arrangement Project realized
in 2011, products could be placed on pallets in the most
optimal way, thus preventing deformation of packed
products and also saving space in the warehouse.
In 2011, Ülker provided training sessions to its own
employees and employees of its contractors on
topics of Quality, Food Safety, Occupational Safety
and Health, Environment, and Energy Management
Systems. In addition, other training programs were
organized in collaboration with İŞKUR, within the scope
of “Communiqué On the Amendments on Regulations
Regarding the Occupational Training of Workers Placed in
Heavy and Dangerous Jobs”.
QUALITY AND R&D ACTIVITIES
69
Number of R&D projects
carried out in 2011
By 2011 year-end, 69 new projects we realized out
by the R&D departments of Istanbul and Ankara
factories, and 12 of these projects were developed
into new products and launched.
Ülker always aims to meet consumer expectations at
the highest level possible and to consistently increase
customer satisfaction. Therefore, the Company
constantly solicits consumer feedback and takes any
corrective action that is required. In addition, inspections
and analyses are conducted in collaboration with the
suppliers in order to prevent quality-related problems
at the source. In this respect, the Company initiated the
project for setting up the Food Quality and Safety Chain
from the Supplier to Consumer (AIB - American Institute
of Bakery), and conducted factory inspections on a
weekly basis.
In order to ensure food safety and quality standards
of Ülker products all the way starting from the rawmaterial supplier to the end consumer, 17 distributor
warehouses and 8 supplier premises in various locations
were inspected throughout the year. Ülker consistently
produces “Delicious, Healthy and Trusted” products of
superior quality, in compliance with existing laws and
regulations, and under stringent hygienic conditions.
These principles of the Company have been certified.
>c'%&&!i]Z8dbeVcngZcZlZYi]ZWZadlXZgi^ÅXVi^dch/
>HD.%%&/'%%-FjVaînBVcV\ZbZciHnhiZb!
ISO 22000 Food Safety Management System,
ISO 14001 Environment Management System,
OHSAS 18001 Occupational Health and Safety
Management System,
7G86X]^ZkZY<gVYZ/6!
IFS (Higher Level).
ÜLKER BİSKÜVİ SAN.A.Ş. (TOPKAPI) is the first food
XdbeVcn^cIjg`ZniddWiV^c>HD*%%%&/:cZg\n
Management System Certification.
29
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2011 ANNUAL REPORT
Social Responsibility
Ülker’s approach to social responsibility
Ülker Children’s Film Festival
Ülker shapes its social responsibility projects mainly
Ülker Children’s Film Festival project is the fruit of Ülker’s
around the themes of “children and happiness”, inspired
approach to social responsibility – “Children First”, and
by the words of Sabri Ülker, the Founder and Honorary
the project provides children from all around Turkey
8]V^gbVcd[za`Zg/ºLZWZa^ZkZi]ViZkZgneZghdc]Vhi]Z
with the opportunity to collectively watch films on April
right to have a happy childhood, in whichever country
23rd, the National Sovereignty and Children’s Festival.
they live...”.
Ülker believes in the notion that “The timing of a gift
is as important as the gift itself”, and it is the first and
Ülker brand stands for deep roots and permanence
only Company to present children the opportunity to
in the Turkish business world, and several generations
watch free films in Turkey, the only country in the world
have been raised with Ülker since 1944. The Company’s
where a national festival is dedicated to children. The
sensitive approach to social matters is nearly as old as
project was first launched in 2008 and since then it has
its corporate history. Ülker has always supported social
reached a certain maturity and come to be known as
responsibility projects that make children happy, and still
“Ülker Children’s Film Festival”. The festival is regarded as
continues to do so. In this respect, the Company carries
one of the most extensive social responsibility projects
out two projects in the areas of sports and culture and
in Turkey, and each year, during the week of April 23rd
arts, under the topic of “Children First”. The contents of
National Sovereignty and Children’s Festival, movie
both projects are further enriched every year to support
theaters across Turkey are reserved for children for free
the personal and social development of children.
film screenings. During the four years of the film festival,
a total of 510 thousand children had the opportunity to
watch films and for 8% of it had been their first visit to a
movie theater.
The Past Four Years of Ülker Children’s Film Festival in Numbers
City
Number of Movie Theaters
Screenings
Children
2011
57
157
785
110,000
2010
50
158
1,508
140,000
2009
49
133
1,345
130,000
2008
33
123
1,300
125,000
SOCIAL RESPONSIBILITY
30
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2011 ANNUAL REPORT
Ülker Children’s Art Workshop
The Ülker Children’s Art Workshop was held at ArtBeat,
Istanbul’s new contemporary art platform, and the
project brought children and arts together for the first
time during an arts fair targeting adults. Ülker Children’s
Art Workshop is the first of its kind in that sense,
and provided little art lovers with the opportunity to
participate in both fun and instructive activities for a
period of five days.
Football for Everyone (HIF)
The Ülker Children’s Art Workshop was inspired by the
idea that the love of art and the desire to visit museums
can be instilled in people at a very young age. Therefore,
the project was designed as a fun space for children
by an experienced team of experts. During the project,
children first played a game in which they could relate to
the art pieces displayed in the galleries, and afterwards
they got the chance to create their own art works at a
workshop where materials were freely available for them.
The Children’s art works were subsequently displayed
throughout the fair.
Like elsewhere in the world, football is very popular and
attracts large masses of people in Turkey. Always striving
to contribute to children’s social development, Ülker has
been undertaking the Grassroots project in collaboration
with Turkish Football Federation since December 2007,
under the name of “Football for Everyone” – HIF. The
Grassroots project is supported by UEFA and was offered
to the football federations in all member countries. Ülker
supported this project during different time periods
and with varying activities such as HIF Centers, Football
Villages, Mini Football Festivals, and by doing so the
Company displayed once again the importance it places
on children.
510 thousand
The number of children who participated
in Ülker Children’s Film Festival
These three projects only differ in timing and content,
Wjih]VgZi]ZXdbbdc\dVahVhhiViZYWZadl/
IdZci^XZX]âYgZcida^kZVcVXi^kZa^[ZVcYidXdcig^WjiZ
to their physical development;
IdZcVWaZX]âYgZcidWZcZÅi[gdb[ddiWVaacdidcan^c
510 thousand children from across
Turkey watched free movies during the
Ülker Children’s Film Festival, which
has been going on for the past four years.
31
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2011 ANNUAL REPORT
Social Responsibility
terms of sports training but also as a means of education;
Mini Football Festivals
Idegdk^YZX]âYgZci]ZdeedgijcînidhdX^VaôZi]gdj\]
Apart from HIF Centers and Football Villages, another
football and also teach them about society rules,
initiative that encourages children to do sports is the Mini
discipline, team spirit, sportsmanship, competition,
Football Festivals project. The first festival was organized
cooperation as well as winning and losing;
in 2007 in Ankara, under the name “Ülker Mini Football
IdXdcig^WjiZidX]âYgZc½hbZciVaYZkZadebZcik^V
Festival”, which brought together a total of 1,200 little
activities such as chess, creative drama, in addition to
football players from 39 cities and 63 teams. The Istanbul
football;
league, which was organized in 2008, was attended by
IdhjeedgiX]âYgZcWngV^h^c\VlVgZcZhhdcide^XhhjX]
over 3,000 little football players and 206 teams formed
as balanced nutrition, identity development, and thus to
by children between the ages of 8 and 10. And, about
contribute to their development in multiple aspects.
4,000 little football players in 210 teams participated
in the Mini Football Festival in Istanbul in 2009. Little
TFF (Turkish Football Federation) -
football players spend fun time together in these colorful
Ülker Football Villages
festivals, and a total of 226 teams, of which 16 were all-
TFF- Ülker Football Villages differ from HIF centers mainly
girls teams, attended the festival in 2009.
in a way that they are seasonal events, which skilled boys
and girls between the ages of 12-13 can attend during the
Ülker MEB TFF Football Festivals, organized in
summer. While in the past children were introduced with
collaboration with the Ministry of National Education,
football either at their schools, sports clubs or municipal
were held in 81 cities and with the participation of 35
organizations, they can now come together at TFF - Ülker
thousand schools in 2011. These festivals provided a fun
Football Villages to advance their skills. The project aims
environment for over 120 thousand children as well as
to develop children socially, culturally and personally
the opportunity to make new friends.
during the 10-day camp, and each year it is becoming
more and more professional with new experiences.
Technical Football Training Centers (FTEM)
The purpose of Technical Football Training Centers is to
train skilled children who have been been selected by
their coaches at local tournaments or school events, and
who do not yet hold licenses, up for amateur leagues,
youth development leagues, academy leagues and
national teams. Technical Football Training Centers were
32
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2011 ANNUAL REPORT
initially launched in 50 locations in November 2009, and
and sports, the festival brings together children from
in 2011 they were united with the HIF Centers, reaching
different parts of Turkey and offers them the opportunity
a total number of 60. An average of 80 students are
to socialize.
trained at each center, amounting to 4,800 children
every year. The little football players receive training on
During this festival, each year, 5,000 children from
several subjects such as advanced level football, tactics,
across Turkey come together and enrich their lives
environmental consciousness, fairplay, etc.
by participants in basketball. By extending its social
responsibility activities in the area of basketball to FIBA
Ülker Children’s Basketball Festival
World Championship, Ülker took 100 children, who have
Ülker has been supporting projects that are related to
been regularly participating in Ülker Children’s Basketball
children and sports since 2005, and started to do so by
Festivals from Ankara, Izmir and Kayseri, to the FIBA
supporting the Children’s Basketball Festival organized
World Championship organized in Lithuania. Thus , the
by Turkish Basketball Federation. The main purpose of
children had the unique chance to watch the world’s
this event is not a championship, but to instill in children
most prominent players live.
the values of friendship and team spirit, in addition to
doing sports. Supporting Ülker’s ideals about children
33
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Corporate Governance
Principles Compliance Report
1. Declaration of Compliance with the Corporate
Governance Principles
Our Company is aware of the importance of the
implementation of the principles included in the Corporate
Governance Principles published by the Capital Market Board
in 2003 and revised and finalized in 2005, and has undertaken
necessary work and continues to show necessary care to
make further progress in this process. Please find below the
evaluations and findings of our Company in respect of the level
of compliance with the Corporate Governance Principles, as
well as its comprehensive opinion for the improvement of the
aZkZad[Xdbea^VcXZ^ciZgbhd[hXdeZVcYcVijgZ#>cWg^Z[/
I]ZJcî^cX]Vg\Zd[i]ZH]VgZ]daYZghGZaVi^dch]VhWZZc
restructured.
6ggVc\ZbZcih]VkZWZZcbVYZ^cgZheZXid[igVY^c\d[
insider information.
I]Zldg`^c\\j^YZa^cZhd[8dbbîiZZh]VkZWZZcgZh]VeZY#
I]ZlZWhîZ]VhWZZcYZh^\cZYVhhiViZY^ci]ZEg^cXêaZh#
Ldg`]VhWZZcjcYZgiV`Zc[dgi]Z8dbea^VcXZd[i]Z
Articles of Incorporation with the Corporate Governance
Principles.
I]Z8dgedgViZ<dkZgcVcXZ8dbbîiZZVcYi]ZG^h`
Committee, which will report to the Board of Directors,
have been established and the Audit Committee has been
reorganized.
It is also planned to gradually implement those principles which
have not yet been implemented, although this has not led to any
conflict of interests between the interest owners to date.
With the “Communiqué on Determining and Implementing
Corporate Governance Principles”, dated December 30, 2011,
HZg^Va/>KCd/*+!^hhjZYWni]Z8VeîVaBVg`Zih7dVgY8B7!
compliance with certain Corporate Governance Principles
became mandatory for companies that are publicly traded on
Istanbul Stock Exchange (ISE). In this respect, it was approved
to strictly comply with the provisions imposed by ISE, and to
pursue efforts in order to comply with the other principles put
forward by the Communiqué.
The following Corporate Governance Principles Compliance
Report has also been disclosed to the public on the Company’s
website at www.ulkerbiskuvi.com.tr.
CORPORATE GOVERNANCE PRINCIPLES
COMPLIANCE REPORT
SECTION I – SHAREHOLDERS
2. Shareholder Relations Department
Relations with shareholders are coordinated by the Department
of Finance. This Department responds to the queries made by
our shareholders in writing or via the Internet, as well as attending
investor meetings held in Turkey and abroad. Contact details of the
H]VgZ]daYZgGZaVi^dchJcîVgZ\^kZcWZadl/
İlhan Turan Usta
Director of Financial Affairs
9VkjieVřV8VY#Cd/&%()%&*Ide`VeÜ$>hiVcWja
[email protected]
+90 212 567 68 00
Hafize Nurtaç Ziyal*
M&A Business Development and
Investor Relations General Manager
@ÜhÜàÜBV]#;ZgV]8VY#Cd/&7vVbaÜXVzh`YVg$>hiVcWja
[email protected]
+90 216 524 25 00
* As of April 13, 2011, Hafize Nurtaç Ziyal was transferred to the
Shareholder Relations Unit.
The Unit in charge of Shareholder Relations holds meetings with
domestic and foreign investors and also participates in investor
conferences organized in Turkey and abroad. To this end, the
Shareholder Relations Unit met with numerous domestic and foreign
corporate investors in 2011.
Relations with shareholders are coordinated by the Department
of Finance. This Department manages the communication with
the ISE, CMB, CRA (Central Registry Agency) and Takasbank (the
ISE Settlement and Custody Bank) and informs shareholders of
announcements from these bodies. It also organizes meetings with
shareholders upon their request, or on a project basis as required, in
addition to the ordinary and extraordinary shareholders’ meetings.
3. Exercise of the Right of Access to Information by
Shareholders
The written or verbal requests for information from our
shareholders during the period have been met, except those that
are characterized as business secrets or not disclosed to the
public. All information that might be required for the exercise of the
shareholders’ rights is provided to our shareholders in our annual
reports and material case announcements and through individual
requests. Furthermore, necessary information is also made available
idh]VgZ]daYZgh^c\ZcZgVaVii]ZlZWhîZ/lll#ja`ZgW^h`jk^#Xdb#ig#
34
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2011 ANNUAL REPORT
4. Information about General Meetings
Ordinary Shareholders’ General Meeting was held in 2011.
a) The General Meeting:
The Ordinary General Meeting of 2010, held on May 10, 2011,
was attended by our shareholders representing approximately
55% of the paid-in capital, which was TL 268,600 thousand. No
interest owner or media came to the meeting.
As provided in the Law and Articles of Incorporation, the
invitation to the meeting containing venue, date, time, agenda
and power of attorney form was duly made by a notice given in
the Turkish Trade Registry Gazette No. 7799, dated April 21, 2011,
in the daily newspapers Dünya, Referans and Star published on
April 22 2011 and via the Internet, as well as by sending registered
mail to the holders of shares issued to name and to holders
of shares issued to the bearer if they have lodged shares and
notified the Company of their address in advance.
The financial statements and reports, including the annual
report, the profit distribution proposal, any necessary
information document prepared in relation to the items on the
agenda of the General Meeting, and any other documents in
support of the items on the agenda as well as the latest version
of the Articles of Incorporation and the copy of amendments
and grounds thereof, if any amendment will be in the Articles of
Incorporation, are made available to our shareholders for review
at the Head Office and branch offices of our Company from the
date of notice given for the invitation to the General Assembly.
In the General Meeting, information about the issues on the
agenda was given in a straightforward and clear manner.
Shareholders were offered equal opportunity to express their
feelings and ask questions, and an atmosphere of healthy
discussion was created.
No questions were raised by the shareholders at the General
Meeting of 2010, and no proposals were made other than the
items on the agenda.
b) One Extraordinary Shareholders’ Meeting was held in 2011
regarding the merger.
The Extraordinary Shareholders’ Meeting held on December
23, 2011 was attended by our shareholders who represent
approximately 77% of the paid-in capital of TL 268,600,000.
As provided in the Law and Articles of Incorporation, the
invitation to the meeting containing venue, date, time, agenda
and power of attorney form was duly made by a notice given in
the Turkish Trade Registry Gazette No. 7956, dated December
COMPLIANCE REPORT
7, 2011, in the daily newspapers Dünya and Star published on
December 7, 2011, and via the Company’s website, as well as by
sending registered mail to the holders of shares issued to name
and to holders of shares issued to the bearer if they have lodged
shares and notified the Company of their addresses in advance.
Since the partners of the transferred companies are also the
partners of the company that took over those companies,
and therefore there was no change in partnership shares,
there weren’t any transfer or exchange of shares between
the partners due to the merger. To that end, it was decided by
our Company to take over Birlik Pazarlama Sanayi ve Ticaret
A.Ş. (Ankara/88642), Fresh Cake Gıda Sanayi ve Ticaret
A.Ş. (Istanbul/2029), and İdeal Gıda Sanayi ve Ticaret A.Ş.
(Istanbul/379265) in accordance with the Articles 451 and
146-151 of the Turkish Commercial Code; and the Articles 18,
19, 20 and 21 of the Corporate Income Tax Code numbered
5520; and also pursuant to CMB’s (Capital Markets Board
d[Ijg`Znedhî^kZde^c^dcYViZYCdkZbWZg&,!'%&&!Cd/
38/1027 as declared with the letter numbered B.02.6.S
PK.0.13.00-105.01.03.01-2000/10567 and dated December 18,
2011; and within the frame of provisions of CMB’s Communiqué
HZg^Va/>!Cd/(&#
5. Voting Rights and Minority Rights
Every share has one vote, as per our Articles of Incorporation.
The capital of our Company consists of Group A, B, C and
D shares. Four members of the Board of Directors can be
elected from among the candidates nominated by the absolute
majority of Group A shareholders, and one member can be
elected from among the candidates nominated by the absolute
majority of Group D shareholders. The other members can
be elected from among the candidates nominated according
to the general provisions. There is no relationship of mutual
affiliation between any of our shareholders and the Company.
The cumulative voting method is not exercised in our Company.
There is no provision in our Articles of Incorporation that
prevents voting by proxy as the representative of shareholders
not present.
6. Profit Distribution Policy and
Date of Profit Distribution
Within the scope of the Corporate Governance Principles set
forth by the CMB, our Board of Directors has adopted a profit
Y^hig^Wji^dceda^XnVhbZci^dcZY]ZgZ^cWZadl#6XXdgY^c\an/
35
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2011 ANNUAL REPORT
Our Company has adopted the principle of determining
the amount of dividend to be distributed according to the
resolution adopted in the Shareholders’ Meeting within
the framework of Turkish Commercial Law, the provisions
of the CMB and the provisions laid down in the Articles of
Incorporation. The dividend will not be less than the rate
and amount fixed by the Capital Market Board, and will be
distributed within the legal periods designated by the CMB.
Profit distribution proposals made by the Board of Directors
at the General Meeting maintain a sensitive balance between
the expectations of shareholders and the growth requirements
of our Company, taking into consideration the prevailing
conditions of the national economy and the industry in which
the Company operates.
The principle of distributing the dividends in cash and/or
as free shares has been adopted, and on the Extraordinary
General Meeting held on March 19, 2012, the founding shares
are privileged to receive shares from the profit at the rates laid
down in the Articles of Incorporation. Furthermore, the Articles
of Incorporation also state that employees shall be paid merit
bonuses from the profit according to their performance.
Also, although there is a provision in the Articles of Incorporation
for payment of advance dividend, this method has not been
exercised to date.
The shareholders were informed about the profit distribution
policy of our Company at the General Meeting. This profit
distribution policy is disclosed to the public and is also included
in the Company’s website and annual reports.
7. Transfer of Shares
Article 10 of our Articles of Incorporation provides for the
transfer of shares issued to name. According to the said Article,
the shares issued to name can be transferred in principle.
The transfer shall be effective as from delivery of share to the
transferee and registration into the share book. The
Company may refrain from registering the transfer into the
share book without stating a reason.
SECTION II - PUBLIC INFORMATION AND
TRANSPARENCY
8. Company Information Policy
Company information policy is carried out in accordance with
legal regulations, CMB legislation and the rules determined by
legal announcements. The Company has prepared a written
document regarding public disclosure and information and
published it on its website following the approval of the Board of
Directors.
COMPLIANCE REPORT
Additionally, it has been adopted as the basic channel to make
available any information which has already been disclosed to
the public, to the relevant person in the shortest time possible
upon request. Shareholders’ requests for information are met in
writing or verbally. In the event of any important developments
requiring public information during the year, necessary material
case announcements are also made in a timely manner. Our
annual report is prepared in detail to ensure public access to
any information regarding the activities of the Company.
9. Material Case Announcements
Our Company issued 29 material case announcements during
the period of January - December 2011, pursuant to the CMB
regulations. No additional explanation was requested by
the CMB in reference to the material case announcements
made by our Company in 2010. There are no material case
announcements that have not been made in due time by our
Company.
10. Company Website and its Content
Our Company’s website, in Turkish and English, is available at
www.ulkerbiskuvi.com.tr. The information below is available on
our website for the purpose of informing the shareholders in
gZaVi^dciddjg8dbeVcn/
-
Information on Ülker Biscuits and its subsidiaries
The Vision of the Company
Ethical principles
Information about the Board of Directors and the General
Manager
Shareholder structure
Organizational structure
Community responsibility
Trade registry information and Company profile
Articles of Incorporation
Financial Statements and footnotes
Annual reports
Material case announcements
Corporate Governance Principles Compliance Report
Information on General Meetings (Agenda, minutes, list of
attendants and power of attorney form)
Company Information Policy
Committees
Newspaper advertisements and Press Releases (General
Meeting announcements, etc.)
Insider information list
Rating reports
Ülker Biscuits at the ISE (ratios and graphic information
regarding the shares)
36
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2011 ANNUAL REPORT
11. Declaration of Individual Ultimate Controlling Shareholder(s)
There is no individual ultimate controlling shareholder in our Company. Our shareholder structure is included in the annual report
and on our website.
12. Public Disclosure of Persons who Can Have Insider Information
Our Company’s executives who have access to information that can affect the value of capital market instruments, as well as
other individuals/ entities from whom the Company receives services, are constantly updated on the Company’s website and are
egZhZciZYWZadl/
Name Surname
Murat ÜLKER
Ali ÜLKER
Alain STRASSER
Cengiz SOLAKOĞLU
Mahmut Mahir KUŞÇULU
Ahmet ÖZOKUR
Mehmet TÜTÜNCÜ
Ataman YILDIZ
Nurettin ALİZ
Yasemin HOCAOĞLU
Şener ASTAN
İlyas YİRMİLİ
İlhan Turan USTA
Bora YALINAY
Hafize Nurtaç ZİYAL
Zuhal Şeker TUCKER
Naci Yekta CAYMAZ
Mustafa TERCAN
İbrahim TAŞKIN
Sadettin ATİLLA
Erdal ATAK
Murat DEMİRKOL
Murat İLHAN
Erkan TAŞDEMİRCİ
Muhammed Fatih AKŞENER
Ahmet Murat YALNIZOĞLU
Ömer YÜKSEL
Burç SEVEN
Serkan ASLIYÜCE
Evin PEHLİVANLI
Gülay ÇUĞU BAL
Murat SORKUN
İhsan SARIBAŞ
Senem Fidan GÜLCAN
COMPLIANCE REPORT
Current Position
Chairman of the Board of Directors
Board Member
Board Member
Board Member
Board Member
Board Member
Board Member
Auditor
Auditor
Chairmanship of Board of Directors
Ülker Group Vice Presidency (Biscuit-Cakes)
Director of Finance
Ülker Group CFO
General Directorate of M&A Business Development and Investor Relations
General Directorate of Corporate Communications
General Directorate of Information Technologies
Holding Financial Affairs Coordinator
General Directorate of Legal Affairs
General Directorate of Supply Chain
Directorate of Financial Affairs
Consultant
DRT Bağımsız Denetim ve SMMM A.Ş. (a member of Deloitte Touche Tohmatsu Limited)
DRT Bağımsız Denetim ve SMMM A.Ş. (a member of Deloitte Touche Tohmatsu Limited)
General Directorate of Management Accounting and Planning
General Directorate of Financial Standards
Coordinatorship of Holding Finance
37
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2011 ANNUAL REPORT
Name Surname
Current Position
Talat ÇALLAK
Holding Directorate of Budgeting and Planning
Hüseyin Avni METİNKALE
General Manager of the Holding
Halil Cem KARAKAŞ
Holding CFO
Yusuf GÜMÜŞ
Barış ÖNER
Ayşegül ÖZFINDIK
Muhammet Veysi ORUÇ
Istanbul Factory Directorate
Bahadır TÜTÜNCÜ
Holding Directorate of Financial Affairs
Fulya Erkmen SÜNTER
Holding Directorate of Financial Affairs
Bahar ERBENGİ
Directorate of Corporate PR and Advertising
Mustafa AYDEMİR
Directorate of Strategic Financial Support
Caner ÖZDURAK
Directorate of Strategic Financial Support
Mehmet Akif ERSOY
Chairmanship of Ülker Group
Muhammed SATILMIŞ
Bingül ALTINKAYNAK
Nagihan Şengül KARPUZ
Holding Tax Coordinator
Ali Anıl KÜTÜK
Nesrin ÖZEL
Sezgin SELİMOĞULLARI
Ahmet TEMİZYÜREK
Arkan & Ergin YMM A.Ş.
Akif Ziya ARICAN
Arkan & Ergin YMM A.Ş.
Esra Angın ARSLAN
Chairmanship of Food Group
Özgür KALYONCU
Cem KÜTÜK
Fatih Zahid ELMAS
Ayşegül YEŞİLGÜN
Muhammed Raşit DERECİ
Chairmanship of Holding Finance
Gökhan PARMAKSIZ
Hasan Rıza BAYAR
Gamze YAVUZ
Kutlu DORA
Emir ERÇEL
Burçin ÇOKYILMAZ
General Directorate of Ülker Group Financial Affairs
COMPLIANCE REPORT
38
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2011 ANNUAL REPORT
SECTION III - INTEREST OWNERS
SECTION IV - BOARD OF DIRECTORS
13. Informing the Interest Owners
18. Structure and Composition of the Board of
Directors, and the Independent Members
In the event that the rights of interest owners are not regulated
by the legislation or contract, their interests shall be protected
within the framework of the rules of goodwill and by observing
the prestige of Company to the extent permitted by the
resources of the Company.
Additionally, the employees have access to circulars and
announcements through the Internet portal of the Company.
Some of the important announcements are released
simultaneously to all employees via e-mail.
14. Participation of Interest Owners in the
Management
The Board of Directors consists of seven members, as per
our Articles of Incorporation, and these members are elected
by the General Meeting upon recommendation of various
shareholders according to the provisions laid down in the
Articles of Incorporation.
15. Human Resources Policy
The basic policy of the human resources department is to
develop a high performance team with the improvement and
development of human resources building upon what has been
done to date.
The human resources policy adopted by our Company is in
general the policies adopted by Yıldız Holding. These policies
are available at www.ulker.com.tr and www.ulkerbiskuvi.com.tr.
No discrimination complaint has ever been made against the
human resources policy implemented by our Company.
16. Information Regarding Relations with
Customers and Suppliers
Our Company seeks continuity of service quality and standards
at all stages of production. The utmost care is taken with the
confidentiality of the customers’ and suppliers’ information that
has the nature of trade secrets. Customer satisfaction is one of
the basic principles of our Company.
17. Social Responsibility
The social responsibility activities of our parent holding
company, namely, Yıldız Holding, are listed in our annual report
and are also available at www.ulker.com.tr and www.ulkerbiskuvi.
com.tr. Our Company takes the utmost care in implementing
such policies which respect and support the environment,
sports, education and public health.
COMPLIANCE REPORT
The Board of Directors is composed of seven members. In line
with the Articles of Incorporation, these members are elected
by the General Meeting; four members are elected from among
the candidates nominated by the absolute majority of Group
A shareholders and one member is elected from among the
candidates nominated by the absolute majority of Group D
shareholders. The other members are elected from among the
candidates nominated according to the general provisions.
Details about members of the Board of Directors are provided
below.
Name Surname
Title
Murat ÜLKER
Ali ÜLKER
Deputy Chairman of the Board
Ahmet ÖZOKUR
Member of the Board
(Executive Director)
Mehmet TÜTÜNCÜ
Member of the Board
Mahmut Mahir KUŞÇULU
Member of the Board
Cengiz SOLAKOĞLU
Member of the Board
Alain STRASSER
Member of the Board
Board Members Mahmut Mahir KUŞCULU, Cengiz SOLAKOĞLU
and Alain STRASSER are independent members.
19. Qualifications of Members of the Board of
Directors
The minimum qualifications required for election as a member
of the Board of Directors are in line with the qualifications
set forth in Articles 3.1.1, 3.1.2 and 3.1.5 of Section IV of the
CMB Corporate Governance Principles. In the Articles of
Incorporation, there is a provision requiring that the Board
Members have sufficient knowledge of the legal framework
which regulates the activities of the Company, and be qualified
and experienced in company management and able to
analyze the financial statements and reports of the Company.
Additionally, as per the Articles of Incorporation, at least one
third of the members of the Board of Directors are required to
be elected from among university graduates.
Our Board of Directors consists of seven members, and this
number ensures efficient organization of the activities of the
Board of Directors.
39
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2011 ANNUAL REPORT
20. The Vision of the Company
23. Principles of Activity of the Board of Directors
Our Company and all companies of Yıldız Holding have been
founded with the belief that “every person is entitled to enjoy
a pleasant childhood no matter which country s/he may live
in.” The vision of Ülker Biscuits is to strengthen its position as a
brand most preferred by consumers, and to be among the top
five companies in the world markets within the next ten years,
particularly in the area of bakery products.
The Board of Directors held 26 meetings during the period From
January - December 2011. Utmost care is taken to determine
the date of meetings to allow all members to attend. The Board
of Directors meets regularly, whenever the businesses of the
Company require.
The vision and mission of Yıldız Holding and our Company have
been made public and are available at www.ulker.com.tr and
www.ulkerbiskuvi.com.tr.
Members of the Board of Directors do not have any transaction
or activity that may be within the scope of prohibition of
transaction and competition with the Company and which,
hence, require permission from the General Meeting.
21. Risk Management and Internal Control
Mechanism
Activities regarding risk management are carried out by the Risk
Committee. Furthermore, our Company is also audited regularly
by the audit units of Yıldız Holding A.Ş., its principal shareholder,
and by independent auditors. The findings of these audits
are submitted to members of the Committee in Charge of
Audit and other members of the Board of Directors. Company
workflows, procedures, and the authorities and responsibilities
of employees have been placed under control, subjected to
constant supervision within the framework of risk management.
22. Authorities and Responsibilities of Members of
the Board of Directors and Executives
The authorities and responsibilities of members of the Board of
Directors and executives are clearly set forth in the Articles of
Incorporation available at www.ulkerbiskuvi.com.tr.
24. Non-Transaction and Non-Competition with
the Company
25. Ethical Rules
Ülker Bisküvi is a member of a Group that produces quality and
healthy products, respects its employees, cares for the rights
of partners and shareholders, suppliers and customers, is
law-abiding, attaches importance to the values of society, bears
social responsibility, has adopted principles of management
that are based on the highest level of respect, cooperation,
high performance of work, honesty, consistence, respect,
confidence and responsibility between executives, employees,
suppliers and customers, and endeavors to improve upon
these principles.
The ethical rules adopted by our Company have been made
public and are available for the information of our shareholders
at www.ulkerbiskuvi.com.tr.
The Board of Directors exercises its powers having all the
information required, prudently and within the framework of the
rules of goodwill to ensure proper fulfillment of its role.
COMPLIANCE REPORT
40
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2011 ANNUAL REPORT
26. Number, Composition and Independence of
the Committees in the Board of Directors
Audit Committee:
An Audit Committee was established by the Board of Directors
on May 22, 2006. It was reorganized in compliance with CMB
Communiqué No. 22 Series X following a decision taken by the
Board on August 5, 2008. The Audit Committee was formed
to ensure that the financial and operational activities of the
Company are carried out on a solid and healthy basis. Working
under the Board of Directors, the Committee is responsible
for following up the processes of the accounting system,
the auditing and disclosure of financial information, and the
functioning and efficiency of the internal control system. This
Committee meets whenever required, which should be no less
than quarterly. The structure of the Audit Committee, amended
with the Board of Directors’ decision dated March 31, 2010, is as
[daadlh/
Name
Surname
Title
Company and
Relationship
Mahmut Mahir
KUŞCULU
Committee
Chairman
Board Member
(Independent)
Dr. Halil Cem
KARAKAŞ
Committee
Member
Committee Member
Holding CFO
Güven OBALI
Committee
Member
-
Risk Committee:
Following the decision of the Board on August 21, 2009, a
Risk Committee was established within the Company as per
CMB Corporate Governance Principles and the Articles of
Incorporation. The Committee reports to the Board of Directors
and meets whenever required. Details of the Risk Committee
VgZVhWZadl/
Name
Surname
Title
Necdet BUZBAŞ
Committee
Chairman
Mahmut Mahir
KUŞCULU
Committee
Member
Board Member
(Independent)
27. Financial Benefits Provided for the
Board of Directors
The fees of members of the Board of Directors are determined
separately for each by the General Assembly in view of the
financial conditions of the Company. It was decided to pay a
monthly gross fee of TL 2,450 to each member of the Board
of Directors in 2011, pursuant to the decision adopted at the
General Meeting.
No member of the Board of Directors or executive has been
either directly or through a third party, given any loan, or allowed
to use any credit, or provided any guarantees during this period.
Corporate Governance Committee:
Following the decision of the Board on August 5, 2008, a
Corporate Governance Committee was established within
the Company as per CMB Corporate Governance Principles.
The Committee reports to the Board of Directors. It meets
whenever required, which should be no less than three times in
a year. The structure of the Corporate Governance Committee,
amended with the Board of Directors’ decision dated March 31,
'%&%!^hVh[daadlh/
Name
Surname
Title
Company and
Relationship
Cengiz SOLAKOĞLU Committee
Chairman
Board Member
(Independent)
İlhan Turan USTA
Committee
Member
Financial Affairs
Director
Hafize Nurtaç Ziyal
Committee
Member
M&A Business
Development and
Investor Relations
General Manager
COMPLIANCE REPORT
Company and
Relationship
41
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2011 ANNUAL REPORT
Risk Management
Corporate Risk Management efforts include determining
potential incidents that may affect Ülker, managing risks in
line with the Company’s risk taking profile, and providing an
acceptable level of assurance for the Company to achieve its
goals. Corporate Risk Management is a systematic process
which is utilized in devising strategies, implemented across the
Company and affected by the Company’s Board of Directors,
Senior Management as well as all of its employees.
While a potential risk may present a negative factor which
must be taken under control, for companies that implement
Corporate Risk Management it creates important opportunities.
In the past, risks were managed by individual departments,
however, in line with the changes in overall management
concept, risks are now tackled as a whole and assessed on
the basis of each company. Previously, risk assessment was
carried out by the internal audit departments of companies,
measurements were evaluated in a subjective manner, and risk
management functions were unstructured and inconsistent.
On the other hand, at companies, which adopt the principles of
Corporate Risk Management, risk committees ensure effective
risk management as imposed by the Board of Directors, and
thus risks can be properly measured. Besides, risk management
is structured to cover all management systems of companies.
RISK MANAGEMENT
As a result of proper Risk Management,
Companies are able to;
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increase competitive advantages,
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Carrying out production and sales activities in various
countries, Ülker is aware of the necessity to monitor risks and
take necessary measures, especially about risks arising from
currency and interest rates, raw material prices, partnerships
and new investments, which have become even more
important with the latest developments.
The Company’s risk management activities are carried out by
the Risk Committee. Furthermore, Ülker is also audited regularly
by the audit units of Yıldız Holding A.Ş., its principal shareholder,
and also by independent auditors. The findings of these audits
are reported to the members of the Audit Committee as well
as to Board Members. The Company’s workflows, procedures,
and the authorities and responsibilities of employees have been
placed under control, subjected to constant supervision within
the framework of risk management.
42
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2011 ANNUAL REPORT
Investor Relations
Especially after the 2009 crisis, when the uncertainty in
financial markets increased and even insignificant news
made great impact on the market values of publicly traded
companies, investor relations units became even more
important for publicly traded companies.
Investor Relations Unit is in charge of establishing the
company’s information policy and ensuring that this policy is
adopted across the company.
The main responsibilities and duties of the Investor
Relations Unit are as follows:
a) To ensure that shareholders’ records are kept in a secure,
safe and an up-to-date form,
b) To reply shareholders’ requests for information in writing,
excluding information which is undisclosed to the public,
or classified as confidential or commercial secrets,
c) To provide that general assembly meetings are held in
conformity with applicable rules and regulations, Articles
of Incorporation, and other internal regulations,
d) To prepare the documents that may be useful to the
shareholders at the general assembly meetings,
e) To keep record of voting results and ensure that the
reports of the results are delivered to the shareholders,
f) To oversee and monitor all matters related to the
Legislation, the Company’s information policy as well as
public disclosure.
With the restructuring process initiated in 2011 in the area of
Investor Relations, Ülker aims to establish a more effective,
transparent, equal and timely communication. The Company
strives to carry out such processes in strict compliance
with relevant legislation, and at the level of globally “best
practices”. With this purpose, the Company held 14 meetings
in 2011 with the managers and analysts of brokerage firms in
Turkey in order to provide information about the Company’s
structure, restructuring process and operations, so that it
is better known and presented. In addition, the Company
organized an Analysts Day, which was attended by Ülker’s
Senior Management, and the Company had the opportunity
to present itself in detail to the leading representatives of the
financial market, and to share mutual expectations.
Ülker’s Investor Relations Unit was invited to and attended
exclusive meetings held at several finance centers abroad.
The Company participated in five meetings held in New York,
London, Frankfurt and Warsaw and attracted the attention of
foreign funds and corporations, receiving demand for regular
correspondence and meetings. In addition to the meetings
abroad, the Company attended two other meetings held in
Istanbul and Bodrum, Turkey, and met with shareholders as
well as potential investors. In 2011, Ülker had the opportunity
to provide comprehensive information to its shareholders and
investors at a total of 116 meetings held in Turkey, abroad and
at the Company’s Headquarters.
As a result of increased interest from investors, Ülker is
covered by eight analysts in 2012.
The above mentioned investor relations activities contributed
to the success of Ülker of which the shares performed above
ISE 100, ISE 50 and ISE Food and Beverage indices in 2011.
INVESTOR RELATIONS
43
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2011 ANNUAL REPORT
Profit Distribution Policy
Ülker has adopted the principle of determining the amount of dividend to be distributed according to the resolution adopted in
the Shareholders’ Meeting within the framework of Turkish Commercial Code, the provisions of the CMB and the provisions laid
down in the Articles of Incorporation. The dividend will not be less than the rate and amount fixed by the Capital Market Board,
and will be distributed within the legal periods designated by the CMB.
Profit distribution proposals made by the Board of Directors at the General Assembly meeting maintain a sensitive balance
between the expectations of shareholders and the growth requirements of Ülker, taking into consideration the prevailing
conditions of the national economy and the industry in which the Company operates.
Furthermore, the Articles of Incorporation also state that employees shall be paid merit bonuses from the profit according
to their performance. Also, although there is a provision in the Articles of Incorporation for payment of advance dividend, this
method has not been exercised to date.
PROFIT DISTRIBUTION TABLE OF ÜLKER BİSKÜVİ SANAYİ A.Ş. FOR 2011
1.
Paid-in/Issued Capital
708,057,634.00
673,879,139.40
2.
Total Capital Reserve (According to Legal Records)
-51,035,620.00
-34,199,730.96
As per the Articles of Incorporation, if there is a privilege in the profit distribution, information regarding this is as stated below.
According to the CMB
According to Legal Records (LR)
3.
Profit for the Period
708,057,634.00
673,879,139.40
4.
Outstanding Taxes (-)
-51,035,620.00
-34,199,730.96
5.
Net Profit for the Period (=)
657,022,014.00
639,679,408.44
6.
Losses from Previous Years (-)
0.00
0.00
7.
Primary Reserve (-)
0.00
0.00
Amounts for the Special Fund (-)
529,536,389.43
529,536,389.43
8.
NET DISTRIBUTABLE PROFIT (=)
127,485,624.57
110,143,019.01
9.
Donations Paid during the Year (+)
10,000.00
10.
Primary dividends plus calculated donations net distributable profits
127,495,624.57
11.
Primary Shareholder Dividend
280,000,000.00
- Cash
280,000,000.00
- Costless
0.00
- Total
280,000,000.00
12.
Preferred Stock Dividends to be Distributed
0.00
13.
Dividends payable to Board Members, Employees, etc.
0.00
14.
Dividend to Redeemed Shareholders
0.00
15.
Secondary Shareholder Dividends (Gratis)
0.00
16.
Secondary Reserves
26,290,000.00
17.
Statutory Reserves
0.00
18.
Special Reserves
0.00
19.
RESERVE FOR CONTINGENCIES
127,485,624.57
110,143,019.01
20.
Other Resources Planned for Distribution
306,290,000.00
306,290,000.00
- Past Years Profit
0.00
0.00
- Reserve for Contingencies
306,290,000.00
306,290,000.00
- Other Distributable Reserves Pursuant to the Law and Articles of Incorporation
0.00
0.00
INFORMATION ON DISTRIBUTED PROFIT RATIO
INFORMATION ON DIVIDEND PER SHARE
GROUP
TOTAL AMOUNT OF DIVIDEND (TL)
GROSS
NET
A, B, C
A, B, C
AMOUNT (TL)
0.81871
0.69591
280,000,000.00
238,000,000.00
DIVIDEND PER TL 1 NOMINAL VALUED
RATIO (%)
81.87
69.59
RATIO OF THE DISTRIBUTED DIVIDEND OVER THE NET DISTRIBUTABLE TERM PROFIT INCLUDING DONATIONS
AMOUNT OF DIVIDENDS
RATIO OF THE DISTRIBUTED DIVIDEND TO SHAREHOLDERS OVER THE NET
DISTRIBUTED TO PARTNERS (TL)
DISTRIBUTABLE TERM PROFIT INCLUDING DONATIONS (%)
280,000,000.00
219.62
PROFIT DISTRIBUTION POLICY
44
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2011 ANNUAL REPORT
Audit Board Report
The Company’s
ÜLKER BİSKÜVİ SANAYİ A.Ş.
* Title
* Headquarters
/ ISTANBUL
* Capital
/ TL 268.600.000
* Field of Business
/ Production of biscuits, chocolate covered products and wafers.
Names and surnames of auditor(s), terms
of office, whether they are shareholders or
employees of the Company
/ Ataman YILDIZ - Nurettin ALİZ
Their term of office is one year.
The auditors are neither shareholders nor employees of the Company.
Number of the Board of Directors and meetings / Four meetings of the Board of Directors and monthly meetings of the Audit
held
Committee were attended in 2011.
Scope, dates and conclusion of review
/ Company accounts, books and documents were duly audited at the end
of each month, and the Company documented that the shareholders’
accounts and the statutory books were kept in compliance with the
provisions of its Articles of Incorporation and the Turkish Commercial Code.
Dates and results of counts made in the cash
pursuant to sub-paragraph 3 in the Company
cash office and all payments of paragraph 1 of
Article 353 of the Turkish Commercial Code
/ Since the Company does not have any cash of the Company, no counts
were made.
/
Dates and results of review made pursuant to
sub-paragraph 4 in the Company cash office and
all payments of paragraph 1 of Article 353 of the
Turkish Commercial Code
The required review was made at the end of every month, and the existing
securities and negotiable instruments were found in accordance with the
records, and other duties assigned to the auditors in the other paragraphs
of the same article were fulfilled.
We have reviewed the accounts and transactions of ÜLKER BİSKÜVİ SANAYİ A.Ş. for the period January 1, 2011 to December
31, 2011 in accordance with the Turkish Commercial Code, its Articles of Incorporation, and other applicable regulations and
generally accepted accounting principles and standards.
In our opinion, the operations of the Company, summarized in the report prepared by the Board of Directors and, accordingly,
the annexed balance sheet dated December 31, 2011 reflect the financial status of the Company at that date, and the income
statement for the period from January 1, 2011 to December 31, 2011 reflects the results of activities in that period accurately and
correctly, of which we agree with the contents, and the profit distribution proposal appears to be in compliance with the laws
and Articles of Incorporation of the partnership.
In conclusion, we hereby kindly request you to consider and vote for the approval of the balance sheet and income statement
and to grant discharge to the Board of Directors.
Auditor
Ataman YILDIZ
AUDIT BOARD REPORT
Auditor
Nurettin ALİZ
45
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2011 ANNUAL REPORT
ÜLKER BİSKÜVİ SANAYİ A.Ş.
AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2011
AND INDEPENDENT AUDITOR’S REPORT
(TRANSLATED INTO ENGLISH FROM
THE ORIGINAL TURKISH REPORT)
CONVENIENCE TRANSLATION OF
THE REPORT AND FINANCIAL STATEMENTS
ORIGINALLY ISSUED IN TURKISH
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of
Ülker Bisküvi Sanayi A.Ş.
İstanbul
We have audited the accompanying consolidated financial statements of Ülker Bisküvi Sanayi A.Ş. (“the Company”) and its
subsidiaries (together “the Group”) comprising the consolidated balance sheet as of 31 December 2011, and the consolidated
statement of comprehenssive income, consolidated statement of changes in shareholders’ equity and consolidated statement
of cash flows for the year then ended, and a summary of significant accounting policies and accompanying information.
Management’s Responsibility
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance
with the financial reporting standards issued by the Capital Markets Board. This responsibility includes designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of the consolidated financial statements that
are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our
audit in accordance with auditing standards published by Capital Markets Board. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the
consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of Ülker
Bisküvi Sanayi A.Ş as of 31 December 2011, and of its financial performance and its cash flows for the year then ended in
accordance with the financial reporting standards issued by the Capital Markets Board.
Istanbul, 26 March 2012
DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of DELOITTE TOUCHE TOHMATSU LIMITED
Burç Seven
Partner
ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES
AUDITED CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2011
(Amounts expressed in Turkish Lira (TL) unless otherwise stated.)
ASSETS
Current Assets
Cash and Cash Equivalents
Financial Investments
Trade Receivables
- Trade Receivables from Related Parties
- Other Trade Receivables
Other Receivables
- Non-Trade Receivables from Related Parties
- Other Short Term Receivables
Inventories
Other Current Assets
Non-Current Assets
Trade Receivables
Other Receivables
Investments Accounted for Under Equity Method
Tangible Assets
Intangible Assets
Goodwill
Deferred Tax Assets
Other Non-Current Assets
TOTAL ASSETS
Notes
Current Year
31 December
2011
Prior Year
31 December
2010
6
7
1.823.702.835
401.701.955
3.791.165
1.511.688.854
616.600.133
2.746.410
31
10
293.919.815
288.896.127
144.696.851
205.730.713
31
11
12
21
582.308.728
12.378.271
161.214.376
79.492.398
317.961.978
29.566.382
140.991.575
53.394.812
10
11
7
13
14
15
16
29
21
846.765.813
403.574
162.592
275.244.585
541.979.252
608.679
1.534.035
17.136.849
9.696.247
1.374.184.581
145.132
124.670
816.106.184
237.570.227
300.481.190
626.710
1.534.035
7.730.256
9.866.177
2.670.468.648 2.885.873.435
The accompanying notes form an integral part of these consolidated financial statements.
50
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
AUDITED CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2011
LIABILITIES
Current Liabilities
Financial Liabilities
Trade Payables
- Trade Payables to Related Parties
- Other Trade Payables
Other Payables
- Non-Trade Payables to Related Parties
- Other Short Term Payables
Corporate Tax Payable
Debt Provisions
Employee Benefits
Other Current Liabilities
Non-Current Liabilities
Other Financial Liabilities
Other Trade Payables
Employee Benefits
Deferred Tax Liabilities
Other Non-Current Liabilities
SHAREHOLDERS’ EQUITY
Equity Attributable To Equity Holders’ of the Parent
Share Capital
Inflation Adjustments to Share Capital
Valuation Funds
Restricted Reserves Appropriated from Profits
Currency translation adjustment
Retained Earnings / (Accumulated Loss)
Net Income for the Year
Non Controlling Interest
Notes
Current Year
31 December
2011
Reclassified (*)
Prior Year
31 December
2010
8
1.261.616.149
764.142.098
785.321.487
451.425.724
31
10
212.654.232
205.828.591
173.290.148
91.215.887
31
11
29
18
20
21
4.391.368
8.169.469
7.942.463
19.509.261
18.578.851
20.399.816
23.520.266
721.853
19.802.243
2.305.769
10.356.778
12.682.819
8
9
10
20
29
311.601.808
270.208.170
3.045.783
2.176.850
18.866.864
17.245.832
58.309
573.344.192
507.961.715
6.287.769
1.132.637
8.471.180
49.490.891
-
1.097.250.691
1.002.582.500
268.600.000
108.056.201
73.153.054
69.877.977
(174.126.746)
657.022.014
94.668.191
1.527.207.756
1.458.891.511
268.600.000
108.056.201
609.950.097
36.431.287
34.938.557
216.068.540
184.846.829
68.316.245
2.670.468.648
2.885.873.435
22
22
22
22
TOTAL LIABILITIES
(*)
Effects of reclassification are explained in the note 2 (Comparative Information and Restatement of Prior Period Consolidated
Financial Statements)
51
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
AUDITED CONSOLIDATED INCOME STATEMENT
Notes
23
23
Sales Revenue
Cost of Sales (-)
GROSS PROFIT
Marketing, Sales and Distribution Expenses (-)
General Administrative Expenses (-)
Research and Development Expenses (-)
Other Operating Income
Other Operating Expenses (-)
OPERATING PROFIT
Share in Net Profit of Investments Accounted for under Equity
Method
Finance Income
Finance Expenses (-)
PROFIT BEFORE TAXATION
Tax Charge from Continued Operations
Current Tax Charge
Deferred Tax (Charge) / Benefit
PROFIT FOR THE YEAR
24-25
24-25
24-25
26
26
13
27
28
29
Other Comprehensive Income:
Change in Revaluation Funds of Financial Assets
Change in Foreign Currency Translation Differences
Tax Income/Expenses Related to Other Comprehensive
Income Items .
OTHER COMPREHENSIVE (LOSS) / INCOME (NET OF TAX)
TOTAL COMPREHENSIVE INCOME
Distribution of Profit for the Year
Equity Holders of the Parent
30
Current Year
January 1 December 31, 2011
1.798.789.943
(1.434.753.954)
364.035.989
(251.740.617)
(64.711.487)
(2.689.990)
77.540.860
(11.107.596)
111.327.159
Reclassified (*)
Prior Year
January 1 December 31, 2010
1.523.518.680
(1.197.478.342)
326.040.338
(228.366.829)
(56.675.198)
(1.045.818)
29.502.398
(11.416.593)
58.038.298
(12.703.253)
890.192.207
(268.789.186)
720.026.927
(51.035.620)
(48.245.534)
(2.790.086)
668.991.307
(13.735.984)
414.917.323
(235.495.177)
223.724.460
(32.301.882)
(37.373.545)
5.071.663
191.422.578
(569.536.351)
(34.938.557)
172.280.360
3.211.472
28.458.085
(8.614.018)
(576.016.823)
166.877.814
92.974.484
358.300.392
11.969.293
657.022.014
6.575.749
184.846.829
2,45
0,69
10.807.851
82.166.633
7.521.522
350.778.870
Earnings Per Share
Distribution of Total Comprehensive Income
Equity Holders of the Parent
(*)
Effects of reclassifications are explained in note 2 (Comparative Information and Restatement of Prior Period Consolidated
Financial Statements)
52
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
-
Transactions under common control (*)
Dividend Paid
108.056.201
-
-
-
-
108.056.201
108.056.201
-
-
-
73.153.054
-
3.119.781
-
(539.916.824)
609.950.097
609.950.097
-
-
-
-
163.595.926
446.354.171
Valuation Fund
69.877.977
-
27.520.500
5.926.190
-
36.431.287
36.431.287
-
-
-
6.890.181
-
29.541.106
Restricted
Reserves
Appropriated
from Profits
-
-
(76.646.591)
-
41.708.034
34.938.557
34.938.557
-
1.240.208
-
-
2.336.115
31.362.234
Currency
Translation
Reserve
Net Income
657.022.014
-
-
(184.846.829)
657.022.014
184.846.829
184.846.829
-
-
-
(102.917.554)
184.846.829
102.917.554
53
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
(174.126.746)
(17.966.878)
(551.149.047)
178.920.639
-
216.068.540
216.068.540
(14.000.000)
(784.295)
(4.011.872)
96.027.373
-
138.837.334
Retained Earnings
/ (Accumulated
Loss)
(*)
Transactions included in this line are;
(1) The merger of Atlas Gıda Paz. San. ve Tic. A.Ş. and Mavi-Yeşil Koz. Gıda Ürn. San. Tic. Ltd.(Note 1)
(2) The disposal of Hero Gıda San. ve Tic. A.Ş. (Note 4)
(3) The disposal of PNS Pendik Nişasta San. ve Tic. A.Ş. (Note 4)
(4) The disposal of Sağlam GYO A.Ş. (Note 7) (As of November 2011, the title changed as “Saf GYO A.Ş.” )
(5) The disposal of Besler Gıda ve Kimya San. A.Ş. (Note 7)
(6) Acquisition of Ülker Çikolata San. A.Ş. and Atlantik Gıda Paz. ve Tic. A.Ş. (Note 3)
(7) Disposal of stake in Godiva (Note 13)
(8) Acquiring stake in Atlas Gıda Paz. San. ve Tic. A.Ş. (Note 1)
(9) Acquiring stake in İdeal Gıda San. ve Tic. A.Ş. (Note 1)
(10)The merger of İdeal Gıda Sanayi ve Ticaret A.Ş. and Birlik Pazarlama Sanayi ve Ticaret A.Ş. with Ülker Bisküvi San. A.Ş. (Note 1)
(11) The merger of AGS Anadolu Gıda San. A.Ş. and Biskot Bisküvi Gıda San.ve Tic. A.Ş. (Note 3)
(12) The merger of Fresh Cake Gıda Sanayi ve Ticaret A.Ş. and Ülker Bisküvi San. A.Ş. (Note 3).
268.600.000
-
Transfer to retained earnings & reserves
Balance as of 31 December 2011
-
-
Total comprehensive income
268.600.000
Balance as of 1 January 2011
-
Dividend Paid
268.600.000
-
Disposal of a company under Common
Control
Balance as of 31 December 2010
-
Acquisition of a company under Common
Control
-
-
-
-
Total comprehensive income
108.056.201
268.600.000
Share Capital
Transfer to retained earnings & reserves
Balance as of 1 January 2010
Inflation
Adjustments to
Share Capital
1.002.582.500
(17.966.878)
(597.155.357)
-
158.813.224
1.458.891.511
1.458.891.511
(14.000.000)
455.913
(4.011.872)
-
350.778.870
1.125.668.600
94.668.191
(12.510.025)
28.054.120
-
10.807.851
68.316.245
68.316.245
-
464.317
(1.119.332)
-
7.521.522
61.449.738
Equity
Attributable to
Equity Holders Non Controlling
of the Parent
Interest
Total
1.097.250.691
(30.476.903)
(569.101.237)
-
169.621.075
1.527.207.756
1.527.207.756
(14.000.000)
920.230
(5.131.204)
-
358.300.392
1.187.118.338
AUDITED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED 31 DECEMBER 2011
AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
Current Year
1 January31 December 2011
Prior Year
668.991.307
191.422.578
14
15
14
10
10
20
32.231.760
267.978
158.557
2.524.814
(1.640.610)
7.296.712
26.421.861
445.750
5.054.751
1.688.664
(1.789.787)
4.124.116
9
26
27
12
13
29
176.641.886
(3.241.986)
(45.667.319)
(616.301.176)
1.178.862
12.703.253
51.035.620
51.494.541
(1.650.846)
7.145.413
(157.436.542)
1.049.423
13.735.984
32.301.882
286.179.658
59.442.804
246.186.200
53.743.215
174.007.788
(30.270.556)
(26.533.864)
17.552.139
38.610.228
68.164.502
(255.031.914)
12.921.086
510.215.779
(60.105.314)
(3.714.457)
6.317
446.402.325
(46.371.900)
18.713.026
(181.844.009)
(969.707)
(75.717.083)
(25.179.382)
(1.821.923)
29.643
(102.688.745)
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit for the year
Adjustments to reconcile net profit to net cash provided by
operating activities
Depreciation expenses of tangible assets
Amortization expenses of intangible assets
Commercial production write-off
Allowance for doubtful receivables
Reversal of allowance for doubtful receivables
Provision for employee benefits
Foreign exchange loss and interest expense due to financial
liabilities
Change in expense accruals of other financial liabilities
(Gain) / loss on sale of fixed assets (net)
Gain on sale of financial assets (net)
Provision for impairment of inventory
Loss from investments accounted for under equity method
Accrued taxation
Net Operating cash flows provided before changes in working
capital
Decrease / (increase) in trade receivables
Decrease / (increase) in trade receivables from related parties
Decrease in inventories
Increase / (decrease) in other receivables and other current
assets
Increase in trade payables
Decrease in payables to related parties
Decrease / (increase) in other liabilities
Cash generated from / (utilized in) operations
Taxes paid
Employee benefits paid
Collections from doubtful trade receivables
Net cash provided by / (used in) operating activities
29
20
10
54
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2011 ANNUAL REPORT
AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of tangible assets
Acquisitions of intangible assets
Cash inflow from the sales of fixed assets
Cash inflow from the sales of investment in associates and financial
assets
Change in non-trade receivables from related parties
Transactions under common control
Cash outflow for acquisition of subsidiaries
Change in financial assets
Net cash (used in) / provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Loan repayments
Loans acquired
Change in leasing liabilities
Dividends paid
Changes in non-trade payables to related parties
Net cash used in investing activities
14
15
3
3
8
NET CHANGE IN CASH AND CASH EQUIVALENTS
Current Year
Prior Year
(68.136.168)
(334.276)
52.234.913
(59.620.483)
(278.436)
9.136.790
922.420.140
(264.346.750)
(17.188.465)
(840.300.000)
(686.064)
(216.336.670)
203.111.641
383.359.953
(189.856)
3.069.888
538.589.497
(552.108.680)
169.465.190
(12.714.542)
(30.476.903)
(19.128.898)
(444.963.833)
(703.831.126)
832.553.251
(4.351.221)
(14.000.000)
(209.116.201)
(98.745.297)
(214.898.178)
337.155.455
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
6
616.600.133
279.444.678
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
6
401.701.955
616.600.133
55
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND OPERATIONS OF THE GROUP
Ülker Bisküvi Sanayi A.Ş. (“the Company”), and its subsidiaries (all together “the Group”), comprises the parent Ülker Bisküvi
Sanayi A.Ş. (“the Company”) and seven subsidiaries in which the Company owns the majority share of the capital or has
controlling interest (2010: 8 subsidiaries, 2 joint ventures and 2 associates.)
Ülker Bisküvi Sanayi A.Ş. was established in 1944. The Company’s core business activity is manufacturing of biscuit, chocolate,
chocolate coated biscuit, wafers and cakes.
Ülker Bisküvi Sanayi A.Ş. which is registered at the Capital Markets Board, merged under its own title with Anadolu Gıda Sanayi
A.Ş., whose shares have been quoted on İstanbul Stock Exchange since 30 October 1996, as of 31 December 2003.
Ülker Bisküvi Sanayi A.Ş. is located in Davutpaşa Cad. No:10 Topkapı Zeytinburnu / İstanbul.
As of 31 December 2011, the total number of people employed by the Group is 7.218 which contains 748 employees who worked
as subcontractors (31 December 2010: 5.010, subcontractor: 462).
The ultimate parent and the controlling party of the Group is Yıldız Holding A.Ş.
As of 31 December 2011 and 2010, the names and percentages of the shareholders holding more than 10% of the Company’s
share capital are as follows:
Name of the Shareholders
Dynamic Growth Fund
Other
31 December 2011
Share
Percentage
112.496.294
41,88%
73.308.031
27,29%
82.795.675
30,83%
268.600.000
100,00%
56
31 December 2010
Share
Percentage
106.999.435
39,84%
73.568.033
27,39%
88.032.532
32,77%
268.600.000
100,00%
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
As of 31 December 2011 and 2010, the details of the subsidiaries under full consolidation in terms of direct and effective share of
ownership and principal business activities are as follows:
Subsidiaries
İdeal Gıda Sanayi ve Ticaret A.Ş.(iv)
Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. (v)
İstanbul Gıda Dış Ticaret A.Ş.
Atlas Gıda Pazarlama Sanayi ve Tic. A.Ş.(i)
Birleşik Dış Ticaret A.Ş.
Birlik Pazarlama Sanayi ve Ticaret A.Ş.(iv)
Ülker Çikolata Sanayi A.Ş.(ii)
Atlantik Gıda Paz. ve Tic. A.Ş. (ii)
Rekor Gıda Pazarlama A.Ş.
Mavi-Yeşil Koz. Gıda Ürn. San. Tic. Ltd. (iii)
31 December 2011
31 December 2010
Ratio of
Ratio of
Ratio of
Ratio of
Effective
Direct
Effective
Direct
Ownership
Ownership Ownership Ownership
%
%
%
%
97,5%
97,9%
43,5%
43,9%
50,5%
50,8%
83,8%
91,4%
83,8%
83,8%
98,3%
98,3%
78,2%
78,2%
69,0%
78,1%
69,0%
69,0%
99,0%
99,0%
91,7%
91,7%
91,7%
0,1%
41,5%
46,6%
74,4%
Nature of
Business
Manufacturing
Manufacturing
Sales&Marketing
Sales&Marketing
Sales&Marketing
Manufacturing
Manufacturing
Sales&Marketing
Sales&Marketing
Sales&Marketing
(i)
On September 23, 2011, the Company purchased 20,68% stake in Atlas Gıda Paz. San. ve Tic. A.Ş. amounting to TL 18.230.131
from Ülker Çikolata Sanayi A.Ş.
(ii)
On September 26, 2011, the Company purchased 91,67 % stake in Ülker Çikolata Sanayi A.Ş. amounting to TL 825.000.000.
Since Ülker Çikolata Sanayi A.Ş. has a 99,99 % stake in Atlantik Gıda Paz. ve Tic. A.Ş.,Ülker Çikolata Sanayi A.Ş. and Atlantik Gıda
Paz. ve Tic. A.Ş have been considered within the scope of the full consolidation effective starting from September 30, 2011
(iii)
On January 13, 2011, Atlas Gıda Paz. San. ve Tic. A.Ş. merged with Mavi-Yeşil Koz. Gıda Ürn. San. Tic. Ltd. in which Atlas Gıda Paz.
San. ve Tic. A.Ş. had a 95,14 % stake previously.
(iv)
The process of the merger of İdeal Gıda San.Tic.A.Ş., Fresh Cake San.ve Tic.A.Ş. and Birlik Pazarlama San.ve Tic.A.Ş. under the
Company was concluded as of December 30, 2011.
(v)
The process of the merger of AGS Anadolu Gıda San. A.Ş and Biskot Bisküvi Gıda San.ve Tic. A.Ş under Biskot Bisküvi Gıda
San.ve Tic. A.Ş was concluded as of December 30, 2011. Due to this merger, direct and effective ownership proportion of the
Company in Biskot Bisküvi Gıda San.ve Tic. A.Ş has decreased. However the Company’s controlling interest in Biskot has not
changed.
Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. manufactures and sells similar products with those of Ülker Bisküvi Sanayi A.Ş. On the
other hand İstanbul Gıda Dış Ticaret A.Ş., Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş., Birleşik Dış Ticaret A.Ş. and Rekor Gıda
Pazarlama A.Ş are involved in domestic and international sales and marketing of products of the above mentioned companies
and other food products purchased from the domestic market. The sales and marketing operations of chocolate and cocoa
covered products of Ülker Çikolata Sanayi A.Ş. are performed by Atlantik Gıda Paz. ve Tic. A.Ş.
57
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2011 ANNUAL REPORT
The associates and joint-ventures of the company that are accounted for under equity method in consolidation until the
disposal and their business segments are as follows:
31 December 2011
Ratio of
Ratio of
Effective
Direct
Ownership
Ownership
%
%
Joint Ventures
Pendik Nişasta Sanayi ve Ticaret A.Ş. (i)
Hero Gıda Sanayi ve Ticaret A.Ş. (ii)
Associates
Godiva Belgium BVBA (iii)
G New Inc. (iv)
31 December 2010
Ratio of
Ratio of
Effective
Direct
Ownership
Ownership
%
%
Nature
of Business
-
-
23,00%
-
23,99%
39,59%
Manufacturing
Manufacturing
19,23%
19,23%
19,23%
19,23%
25,23%
25,23%
25,23%
25,23%
Manufacturing
Investment
(i)
Pendik Nişasta Sanayi ve Ticaret A.Ş. with net asset value of TL 16.469.290 was sold to Yıldız Holding A.Ş. (the principal
shareholder) for the valuation amount of TL 24.850.000 on June 23, 2011.
(ii)
Hero Gıda Sanayi ve Ticaret A.Ş. with net asset value of TL 7.970.092 was sold to Yıldız Holding A.Ş. (the principal shareholder)
for the valuation amount of TL 14.800.000 on June 23, 2011.
(iii)
A stake of 6% in Godiva BVBA was sold to Yıldız Holding A.Ş. (the principal shareholder) for the valuation amount of TL
51.463.620 on September 23, 2011. Remaining amount of investment after this transaction has been considered as financial
asset and reclassified under the long-term financial investments (note 7).
(iv)
A stake of 6% in G New Inc. was sold to Yıldız Holding A.Ş. (the principal shareholder) for the valuation amount of TL
28.244.265 on September 23, 2011. Remaining amount of investment after this transaction has been considered as financial
asset and reclassified under the long-term financial investments (note 7).
Dividend Paid:
Group have paid a dividend amount of TL 30.476.903 in the current year. Dividend paid per share as of December 31, 2011 is 0,11
(31 December 2010: 0,05).
Approval of Financial Statements:
The Board of Directors has approved the financial statements and given authorization for the issuance on 26 March 2012. The
General Assembly has the authority to amend/modify the financial statements.
58
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 Basis of the presentation:
Principles for Preparation of Financial Statements and Significant Accounting Policies
The Company and its Turkish subsidiaries maintain their books of account and prepare their statutory financial statements
in accordance with accounting principles in the Turkish Commercial Code and tax legislation. Subsidiaries operating in foreign
countries maintain their books of account in the currencies of those countries and prepare their statutory financial statements
in accordance with the legislation effective in those countries.
Capital Markets Board (CMB) Decree No XI-29 “Capital Markets Financial Reporting Standards” provides principals and
standards regarding the preparation and presentation of financial statements. This Decree became effective for periods
beginning after 1 January 2008 and with its issuance Decree No XI-25 “Capital Markets Accounting Standards” was annulled.
Based on this Decree, the companies are required to prepare their financial statements based on International Financial
Reporting Standards (“IFRS”) as accepted by the European Union.
However during the period in which the differences between the standards accepted by European Union and the standards
issued by International Accounting Standards Board (“IASB”) are announced by Turkish Accounting Standards Board (“TASB”),
IAS/ IFRS will be applied. In this scope, Turkish Accounting/ Financial Reporting Standards issued by TASB which do not
contradict to the standards accepted will be adopted. As the differences between IAS/IFRS endorsed by the European Union
and IAS/IFRS issued by the IASB have not been announced by TASB yet, these financial statements have been prepared within
the framework of the Communique XI, No: 29 and related promulgations to this Communique as accepted by the CMB, in
accordance with the CMB Financial Reporting Standards which are based on IAS/IFRS. Financial statements and the related
notes to them are presented in accordance with the formats recommended by the CMB, with the announcement dated 17 April
2008 and 9 January 2009, including the compulsory disclosures. Per decree no 660 published on the Official Gazette dated
2 November 2011 and became effective, additional article no:1 of the 2499 numbered Law on establishment of TASB has been
abrogated and establishment of Public Oversight, Accounting and Auditing Standards Association (“Board”) has been decided
by the Council of Ministers. In accordance with this additional temporary article no 1 of the decree, current regulations will
prevail until related standards and regulations will be issued by the Board become effective. Therefore this situation, as of the
reporting date, has no effect on the “Principles in Preparation of the Financial Statements” explained in this note.
Financial statements are prepared on the basis of historical cost principal except for revaluation of some financial instruments.
Determination of Functional Currency
Financial statements of each subsidiary of the Group are presented in the currency of the primary economic environment in
which the entities operate (its functional currency). The results and financial position of the each subsidiary are expressed in
Turkish Lira, which is the functional and presentation currency of the Group.
The functional currencies of Godiva Belgium BVBA and G New, Inc., which are the Group’s associates till September 23, 2011
were EUR and USD respectively and consolidated reporting currency was TL. Currency translation differences arising from
the associates which were consolidated under equity method till September 23, 2011 were recognized under the currency
translation difference account in equity.
As of 31 December 2011, foreign currency rates declared by Central Bank of Turkey are 1 Euro = TL 2,4438, 1 USD = TL 1,8889
(31.12.2010: 1 Euro = 2,0491, 1 USD = 1,5460). For the period between January 1, 2011 and December 31, 2011, average foreign
currency rates declared by Central Bank of Republic of Turkey are 1 Euro = 2,3244 TL, 1 USD = 1,6708 TL (Jan 1, 2010-Dec. 31,
2010 : 1 Euro = 1,9886, 1 USD = 1,4990).
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Preparation of Financial Statements in Hyperinflationary Periods
CMB, with its resolution dated 17 March 2005 and decree no 11/367 declared that companies operating in Turkey which prepare
their financial statements in accordance with CMB Accounting Standards, effective 1 January 2005, will not be subject to the
application of inflation accounting. Consequently, in the accompanying financial statements IAS 29 “Financial Reporting in
Hyperinflationary Economies” was not applied.
Comparative Information and Restatement of Prior Period Financial Statements
Consolidated financial statements of the Group have been prepared comparatively with the prior period in order to give
information about financial position and performance. If the presentation or classification of the financial statements is
changed, in order to maintain consistency, consolidated financial statements of the prior periods are also reclassified in line with
the related changes. The Group reclassified its previous period consolidated financial statements in order to make comparison
available with the current period consolidated financial statement. The natures, reasons and amounts of the reclassifications
are explained below:
6hd[9ZXZbWZg(&!'%&&!i]Z<gdjegZXaVhh^ÅZYVWVaVcXZd[IA+#&%+#)+,^ci]ZcdiZºDi]ZgH]dgiIZgbDWa^\Vi^dch»!
which was shown in “Advances Received” section under the note “Other Short Term Liabilities” as of December 31,2010, for
comparative presentation purposes.
6hd[9ZXZbWZg(&!'%&&!i]Z<gdjegZXaVhh^ÅZY9Zg^kVi^kZ;^cVcX^VaA^VWâî^Zhd[IA+#'-,#,+.^ci]ZcdiZºDi]ZgAdc\
Term Financial Liabilities”, which was shown in the note “Other Short Term Financial Liabilities” as of December 31,2010, for
comparative presentation purposes
6hd[9ZXZbWZg(&!'%&&!i]Z<gdjeheaîjegZi^gZbZcieVnegdk^h^dchd[IA)#-**#)+,!l]^X]lVhh]dlc^ci]ZcdiZº<ZcZgVa
Administrative Expenses” as of December 31, 2010, and reclassified a portion of TL 4.094.666 under the note “Cost of Sales”,
another portion of TL 255.867 under the note “Marketing, Selling and Distribution Expenses” and another portion of TL 33.756
under the note “Research and Development Expenses” for comparative presentation purposes. The remaining portion has
been left under general administrative expenses.
Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries). Control is deemed to exist where the Company has the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with
those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Non-controlling interests (“Non Controlling Interests”) in the net assets of consolidated subsidiaries are identified separately
from the Group’s equity therein. Non Controlling Interests consist of the amount of those interests at the date of the original
business combination and the minority’s share of changes in equity since the date of the combination.
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values as at the date of acquisition. The
interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognized if
applicable. The results of subsidiaries acquired or disposed of during the year are included in the consolidated comprehensive
income statement from the effective date of acquisition up to the effective date of disposal, as appropriate.
Goodwill arising on acquisitions is recognized as an asset and initially measured at cost, being the excess of the cost of the
business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
recognized. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the excess is recognized immediately in profit or loss.
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2011 ANNUAL REPORT
Changes in the share capital of the Group’s subsidiaries:
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries
are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and
attributed to owners of the Company.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the
subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other
comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and
accumulated in equity are accounted for as if the Company had directly disposed of the relevant assets (i.e. reclassified to
profit or loss or transferred directly to retained earnings as specified by applicable IFRSs).
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value
on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when
applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.
Associates accounted for under equity method
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not
control or joint control over those policies.
Results and assets and liabilities of associates are incorporated in the accompanying consolidated financial statements using
the equity method of accounting, except when the investment is classified as held for sale, in that case they are accounted for
under IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”. Under the equity method, associates are carried
in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the
associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest
in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the
associate) are not recognized.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and
contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. Goodwill is included
within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the
Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after
reassessment, is recognized in income statement.
If the Group disposes of some stake in a subsidiary resulting in a lose of significant control, remaining stake is measured at fair
value. Fair value of that stake is deemed as the initially recognized amount according to IAS 39. The difference between the fair
value and the book value is recognized in Income Statement. With the disposal of the subsidiary’s assets and liabilities, The
Group also recognizes all amounts, which it recognized in other comprehensive income regarding that subsidiary, following the
same principles. Hence all amounts recognized in other comprehensive income are reclassified in income statement after
removal from the shareholders’ equity.
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2011 ANNUAL REPORT
Joint ventures accounted for under equity method
Results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the equity
method of accounting until the disposal of these joint ventures . Under the equity method, associates are carried in the
consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the joint
venture, less any impairment in the value of individual investments. Losses of a joint venture in excess of the Group’s interest in
that joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint
venture) are not recognized.
Offsetting
Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally
enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and
settle the liability simultaneously.
2.2 Changes in the Accounting Policies
Accounting policy changes arising from the first time adoption of the IAS / IFRS, If any stated, are applied retrospectively or
prospectively, in accordance with the adoption standards.
Changes that are not guided by any adoption standard, significant optional policy changes and identified accounting errors are
adjusted retrospectively, adjusting prior period financial statements. The Group has not made any significant changes to its
accounting policies in the current period.
2.3 Changes and Errors in Accounting Estimates
If the changes in the accounting polices are related to one period they are applied in the current year; if they are related with
the future period they are applied both in the current period and future periods. The Group did not have any changes in the
accounting estimates in the current period.
2.4 New and Revised International Financial Reporting Standards
The following new and revised IFRSs have been applied in the current year and have affected the amounts reported and
disclosures in these financial statements. Details of other new and revised IFRSs applied in these financial statements that have
had no material impact on the financial statements are set out in further sections.
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2011 ANNUAL REPORT
(a) New and revised standards affecting presentation and disclosure
Amendments to IAS 1
Presentation of Financial
Statements
The amendments to IAS 1 clarify that an entity may choose to
disclose an analysis of other comprehensive income by item
in the statement of changes in equity or in the notes to the
financial statements. In the current year, for each component
of equity, the Group has chosen to present such an analysis
in the notes to the consolidated financial statements, with a
single-line presentation of other comprehensive income in the
consolidated statement of changes in equity.
IAS 24 Related Party Disclosures
(as revised in 2009)
IAS 24 (as revised in 2009) has been revised on the following
two aspects: (a) IAS 24 (as revised in 2009) has changed the
definition of a related party and (b) IAS 24 (as revised in 2009)
introduces a partial exemption from the disclosure requirements
for government-related entities. The Company and its
subsidiaries are not government-related entities.
(b) Standards and interpretations that are effective in 2011 financial statements, additional changes and interpretations
to the existing standards
The following new and revised IFRSs have also been adopted in these consolidated financial statements by the Group in the
current year. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the
current and prior years but may affect the accounting for future transactions or arrangements.
Amendments to IFRS 3 Business Combinations
As part of Improvements to IFRSs issued in 2010, IFRS 3 was amended to clarify that the measurement choice regarding noncontrolling interests at the date of acquisition is only available in respect of non-controlling interests that are present ownership
interests and that entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other
types of non-controlling interests are measured at their acquisition-date fair value, unless another measurement basis is
required by other Standards. In addition, IFRS 3 was amended to provide more guidance regarding the accounting for sharebased payment awards held by the acquiree’s employees. Specifically, the amendments specify that share-based payment
transactions of the acquiree that are not replaced should be measured in accordance with IFRS 2 Share-based Payment at the
acquisition date (‘market-based measure’).
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2011 ANNUAL REPORT
Amendments to IAS 32
Classification of Rights Issues
The amendments address the classification of certain rights
issues denominated in a foreign currency as either equity
instruments or as financial liabilities. Under the amendments,
rights, options or warrants issued by an entity for the holders
to acquire a fixed number of the entity’s equity instruments
for a fixed amount of any currency are classified as equity
instruments in the financial statements of the entity provided
that the offer is made pro rata to all of its existing owners of the
same class of its non-derivative equity instruments. Before the
amendments to IAS 32, rights, options or warrants to acquire
a fixed number of an entity’s equity instruments for a fixed
amount in foreign currency were classified as derivatives. The
amendments require retrospective application.
The application of the amendments has had no effect on the
amounts reported in the current and prior years because the
Group has not issued instruments of this nature.
Amendments to IFRIC 14 Prepayments of a Minimum
Funding Requirement
IFRIC 14 addresses when refunds or reductions in future
contributions should be regarded as available in accordance
with paragraph 58 of IAS 19; how minimum funding requirements
might affect the availability of reductions in future contributions;
and when minimum funding requirements might give rise to
a liability. The amendments now allow recognition of an asset
in the form of prepaid minimum funding contributions. The
application of the amendments has not had material effect on
the Group’s consolidated financial statements.
IFRIC 19 Extinguishing Financial Liabilities with Equity
Instruments
The Interpretation provides guidance on the accounting for
the extinguishment of a financial liability by the issue of equity
instruments. Specifically, under IFRIC 19, equity instruments
issued under such arrangement will be measured at their fair
value, and any difference between the carrying amount of the
financial liability extinguished and the consideration paid will be
recognized in profit or loss.
The application of IFRIC 19 has had no effect on the amounts
reported in the current and prior years because the Group has
not entered into any transactions of this nature.
Improvements to IFRSs issued in 2010
Except for the amendments to IFRS 3 and IAS 1 described
earlier in section (a), and (b), the application of Improvements
to IFRSs issued in 2010 has not had any material effect on
amounts reported in the consolidated financial statements.
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2011 ANNUAL REPORT
(c) New and revised standards in issue but not yet effective, standards not applied by the Group yet and changes and
interpretations to the existing standards
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
Amendments to IFRS 7
IFRS 9
IFRS 10
IFRS 11
IFRS 12
IFRS 13
Amendments to IAS 1
IAS 19 (as revised in 2011)
IFRIC 20
Disclosures – Transfers of Financial Assets; Offsetting of Financial Assets and Financial Liabilities
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Presentation of Items of Other Comprehensive Income
Deferred Taxes – Recovery of Underlying Assets
Employee Benefits
Separate Financial Statement
Investments in Associates and Joint Ventures
Stripping Costs in the Production Phase of a Surface Mine
Financial Instruments: Presentation - Offsetting of Financial Assets and Financial Liabilities
The amendments to IFRS 7 increase the disclosure requirements for transactions involving transfers of financial assets. These
amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the
transferor retains some level of continuing exposure in the asset. The amendments also require disclosures where transfers of
financial assets are not evenly distributed throughout the period.
The Group management does not anticipate that these amendments to IFRS 7 will have a significant effect on the Group’s
disclosures. However, if the Group enters into other types of transfers of financial assets in the future, disclosures regarding
those transfers may be affected.
The amendments to IFRS 7 require an entity to disclose information about rights of offset and related agreements for financial
instruments under an enforceable master netting agreement or similar arrangement. The new disclosures are required for
annual or interim periods beginning on or after 1 January 2013.
IFRS 9 issued in November 2009 introduces new requirements for the classification and measurement of financial assets. IFRS
9 amended in October 2010 includes the requirements for the classification and measurement of financial liabilities and for
derecognition.
Key requirements of IFRS 9 are described as follows:
IFRS 9 requires all recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and
Measurement to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within
a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are
solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of
subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end
of subsequent accounting periods.
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2011 ANNUAL REPORT
The most significant effect of IFRS 9 regarding the classification and measurement of financial liabilities relates to the
accounting for changes in the fair value of a financial liability (designated as at fair value through profit or loss) attributable
to changes in the credit risk of that liability. Specifically, under IFRS 9, for financial liabilities that are designated as at fair value
through profit or loss, the amount of change in the fair value of the financial liability that is attributable to changes in the credit
risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s
credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair
value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously, under IAS 39,
the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was
presented in profit or loss.
IFRS 9 was amended to defer the mandatory effective date of both the 2009 and 2010 versions of IFRS 9 to annual periods
beginning on or after 1 January 2015. Prior to the amendments, application of IFRS 9 was mandatory for annual periods
beginning on or after 1 January 2013. The amendments continue to permit early application. The amendments modify the
existing comparative transition disclosures in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and
IFRS 7 Financial Instruments: Disclosures. Instead of requiring restatement of comparative financial statements, entities are
either permitted or required to provide modified disclosures on transition from IAS 39 Financial Instruments: Recognition and
Measurement to IFRS 9 depending on the entity’s date of adoption and whether the entity chooses to restate prior periods.
The Group management anticipates that IFRS 9 will be adopted in the Group’s consolidated financial statements for the annual
period beginning 1 January 2015 and that the application of IFRS 9 may have significant impact on amounts reported in respect
of the Group’s financial assets and financial liabilities (e.g. the Group’s investments in redeemable notes that are currently
classified as available-for-sale investments will have to be measured at fair value at the end of subsequent reporting periods,
with changes in the fair value being recognized in profit or loss). However, it is not practicable to provide a reasonable estimate
of that effect until a detailed review has been completed.
In May 2011, a package of five standards on consolidation, joint arrangements, associates and disclosures was issued, including
IFRS 10, IFRS 11, IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011).
Key requirements of these five standards are described below.
IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial
statements. SIC-12 Consolidation – Special Purpose Entities has been withdrawn upon the issuance of IFRS 10. Under IFRS 10,
there is only one basis for consolidation, which is control. In addition, IFRS 10 includes a new definition of control that contains
three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee,
and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. Extensive guidance has been
added in IFRS 10 to deal with complex scenarios.
IFRS 11 replaces IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement of which two or more parties have
joint control should be classified. SIC-13 Jointly Controlled Entities – Non-monetary Contributions by Venturers has been
withdrawn upon the issuance of IFRS 11. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures,
depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31, there are three types of
joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations.
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2011 ANNUAL REPORT
In addition, joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly
controlled entities under IAS 31 can be accounted for using the equity method of accounting or proportionate accounting.
IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates
and/or unconsolidated structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than those in
the current standards.
These five standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted
provided that all of these five standards are applied early at the same time.
The Group management anticipates that these five standards will be adopted in the Group’s consolidated financial statements
for the annual period beginning 1 January 2013. The application of these five standards may have significant impact on amounts
reported in the consolidated financial statements. The application of IFRS 10 may result in the Group no longer consolidating
some of its investees, and consolidating investees that were not previously consolidated. Since the Group does not have jointly
controlled entity that is currently accounted for using proportionate consolidation, the management anticipates that the
application of IFRS 11 will have no impact on the consolidated financial statements.
IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements.
The Standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value
measurements. The scope of IFRS 13 is broad; it applies to both financial instrument items and non-financial instrument items
for which other IFRSs require or permit fair value measurements and disclosures about fair value measurements, except in
specified circumstances. In general, the disclosure requirements in IFRS 13 are more extensive than those required in the
current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently
required for financial instruments only under IFRS 7 Financial Instruments: Disclosures will be extended by IFRS 13 to cover all
assets and liabilities within its scope.
IFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted.
The management anticipates that IFRS 13 will be adopted in the Group’s consolidated financial statements for the annual
period beginning 1 January 2013 and that the application of the new Standard may affect the amounts reported in the financial
statements and result in more extensive disclosures in the financial statements.
The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single
statement or in two separate but consecutive statements. However, the amendments to IAS 1 require additional disclosures
to be made in the other comprehensive income section such that items of other comprehensive income are grouped into
two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that will be reclassified
subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is
required to be allocated on the same basis.
The amendments to IAS 1 are effective for annual periods beginning on or after 1 July 2012. The presentation of items of other
comprehensive income will be modified accordingly when the amendments are applied in the future accounting periods.
The amendments to IAS 12 are effective for annual periods beginning on or after 1 January 2012. The management anticipate
that the application of the amendments to IAS 12 in future accounting periods may result in adjustments to the amounts of
deferred tax liabilities recognized in prior years regarding the Group’s investment properties of which the carrying amounts are
presumed to be recovered through sale. However, the management has not yet performed a detailed analysis of the impact of
the application of the amendments and hence have not yet quantified the extent of the impact.
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2011 ANNUAL REPORT
The amendments to IAS 19 change the accounting for defined benefit plans and termination benefits. The most significant
change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the
recognition of changes in defined benefit obligations and in fair value of plan assets when they occur, and hence eliminate the
‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. The
amendments require all actuarial gains and losses to be recognized immediately through other comprehensive income in order
for the net pension asset or liability recognized in the consolidated statement of financial position to reflect the full value of the
plan deficit or surplus.
The amendments to IAS 19 are effective for annual periods beginning on or after 1 January 2013 and require retrospective
application with certain exceptions. The directors anticipate that the amendments to IAS 19 will be adopted in the Group’s
consolidated financial statements for the annual period beginning 1 January 2013 and that the application of the amendments
to IAS 19 may have impact on amounts reported in respect of the Groups’ defined benefit plans. However, the directors have
not yet performed a detailed analysis of the impact of the application of the amendments and hence have not yet quantified
the extent of the impact.
On 19 October 2011 the IASB issued an Interpretation, IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine,
clarifying the requirements for accounting for stripping costs in the production phase of a surface mine. The Interpretation
clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both
initially and in subsequent periods. The Interpretation is effective for annual periods beginning on or after 1 January 2013 with
earlier application permitted.
The amendments to IAS 32 are intended to clarify existing application issues relating to the offsetting rules and reduce the level
of diversity in current practice. The amendments are effective for annual periods beginning on or after 1 January 2014.
2.5 Summary of Significant Accounting Policies
The accounting policies and valuation principles applied in preparation of the accompanying financial statements are as follows:
Revenue
Most of the revenue is generated from sale of biscuit, chocolate, chocolate coated biscuit, wafer and cake.
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer
returns, rebates, and other similar allowances.
Sale of goods
Revenue generated from biscuit, chocolate, chocolate coated biscuit, wafer and cake is recognized when all the following
conditions are satisfied :
I]Z<gdje]VhigVch[ZggZYidi]ZWjnZgi]Zh^\c^ÅXVcig^h`hVcYgZlVgYhd[dlcZgh]êd[i]Z\ddYh!
I]Z<gdjegZiV^chcZî]ZgXdci^cj^c\bVcV\Zg^Va^ckdakZbZciidi]ZYZ\gZZjhjVaanVhhdX^ViZYlî]dlcZgh]êcdgZ[[ZXi^kZ
control over the goods sold,
I]ZVbdjcid[gZkZcjZXVcWZbZVhjgZYgZa^VWan!
>i^hegdWVWaZi]Vii]ZZXdcdb^XWZcZÅihVhhdX^ViZYlî]i]ZigVchVXi^dclâaÆdlidi]ZZciîn0VcY
I]ZXdhih^cXjggZYdgidWZ^cXjggZY^cgZheZXid[i]ZigVchVXi^dcXVcWZbZVhjgZYgZa^VWan#
Sales discounts are granted at the point of sale based on a percentage and are recorded as a reduction of revenue in the period
of the sale. Sale discount percentages vary depending on the product sold.
Sales returns are granted based on agreements with the third party distributors, sales agents, and chain grocery stores and
recorded as a reduction of revenue in the period of sale.
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2011 ANNUAL REPORT
Dividend and interest revenue
Dividend revenue from investments is recognized when the shareholders’ rights to receive payment have been established (As
long as, It is possible that the revenue to be earned and to be measured fairly).
Interest revenue from financial assets is recognized as long as it is possible that the revenue to be earned and to be measured
fairly. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial
asset to that asset’s net carrying amount.
Rent income
Rent income from real estates is accounted by the linear method during the respective rent agreement.
Inventories
Inventories are stated at the lower of cost and net realizable value. Costs, including an appropriate portion of fixed and variable
overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory,
with the majority being valued on weighted average basis. Net realizable value represents the estimated selling price less all
estimated costs of completion and costs necessary to make a sale. When the net realizable value of inventory is less than cost,
the inventory is written down to the net realizable value and the expense is included in statement of income/(loss) in the period
the write-down or loss occurred. When the circumstances that previously caused inventories to be written down below cost no
longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances,
the amount of the write-down is reversed. The reversal amount is limited to the amount of the original write-down. Provision
provided for slow moving inventories is disclosed in note 12.
Tangible Assets
Tangible assets that are acquired before 1 January 2005 are carried at their restated costs adjusted to the effects of inflation as
of 31 December 2004, less any accumulated depreciation and any impairment loss and tangible assets that are acquired after 1
January 2005 are carried at cost of acquisition, less any accumulated depreciation and any impairment loss.
Depreciation is charged so as to write off the cost of assets, other than land and construction in progress, over their estimated
useful lives, using the straight line method. Assets held under finance leases are depreciated over their expected useful lives on
the same basis as owned assets, or, when shorter, the term of the relevant lease.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where
shorter, the term of the relevant lease.
The gain or loss arising on the disposal or retirement of an item of tangible fixed assets is determined as the difference between
the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Leasing Transactions
Leasing - the Group as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on
a straight-line basis over the lease term. Information on operational leases of the Group is disclosed in note 8.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
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Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease
or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the
statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and
reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
expenses are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case
they are capitalized in accordance with the Group’s general policy on borrowing costs.
Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the
lease term.
Business Combinations
The acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred
in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the
assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests
issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss
as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the
acquisition date, except that:
9Z[ZggZYiVmVhhZihdga^VWâî^ZhVcYa^VWâî^ZhdgVhhZihgZaViZYidZbeadnZZWZcZÅiVggVc\ZbZcihVgZgZXd\c^hZYVcY
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
A^VWâî^ZhdgZfjîn^chigjbZcihgZaViZYidh]VgZ"WVhZYeVnbZciVggVc\ZbZcihd[i]ZVXfj^gZZdgh]VgZ"WVhZYeVnbZci
arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in
accordance with IFRS 2 Share-based Payment at the acquisition date; and
6hhZihdgY^hedhVa\gdjehi]ViVgZXaVhh^ÅZYVh]ZaY[dghVaZ^cVXXdgYVcXZlî]>;GH*Cdc"XjggZci6hhZih=ZaY[dgHVaZVcY
Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held
interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis
is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when
applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a
contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included
as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration
that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement
period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition
date.
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The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement
period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified
as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity.
Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates in accordance
with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss
being recognized in profit or loss.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is re-measured
to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is
recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously
been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if
that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts
are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the
amounts recognized at that date.
Group recognizes assets and liabilities that are subject to business combinations involving entities under common control,
at carrying value in the consolidated financial statements. Income statements are consolidated as of the date that business
combinations take place. Prior period financial statements are not restated. Neither goodwill nor income from acquisition is
not realized as a result of these transactions. Positive / negative differences arising after the net-off of investment in associate
against the stake in purchased entity’s share capital, are directly recognized as “ Effect of business combinations under
common control “ in retained earnings.
Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of
IFRS 3.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cashgenerating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount,
the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised
directly in profit or loss in the consolidated statement of comprehensive income statement. An impairment loss recognised for
goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Group’s policy for goodwill arising from purchase of associates is explained under Associates accounted for under equity
method.
Intangible Assets
Intangible assets that are acquired before 1 January 2005 are carried at their restated costs adjusted to the effects of inflation
as of 31 December 2004, less any accumulated amortization and any impairment loss and intangible assets that are acquired
after 2005 are carried at cost of acquisition, less any accumulated amortization and any impairment loss. The estimated useful
life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate
being accounted for on a prospective basis.
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Impairment of Assets
Assets with indefinite useful lives such as goodwill are not amortized. Instead, impairment test is applied each year. If there
are any occurances or cases where it is impossible to recover the carrying amount of assets subject to amortization, the test
of impairment is applied. If the carrying amount of the asset exceeds recoverable amount, a provision for impairment loss is
recognized. Recoverable amount is the higher of fair value less costs to sell and value in use. The assets are separately defined
to evaluate the impairment and are grouped in the least level where there are cash flows (cash generating units). Non-financial
assets other than goodwill that subject to impairment are reviewed for the possibility of reversal of impairment at each reporting
date.
Borrowing Costs
All borrowing costs are recorded in the consolidated comprehensive income statement in the period in which they are incurred.
There has not been any borrowing cost capitalization in accordance with IAS 23 (revised)” Borrowing Costs”.
Financial Instruments
Financial assets
Investments, other than those that are classified as financial assets at fair value through profit and loss, are initially measured
at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss, which are
initially measured at fair value. Investments are recognised and derecognised on a trade date where the purchase or sale of an
investment under a contract whose terms require delivery of the investment within the timeframe established by the market
concerned.
Financial assets are classified into the following specified categories: financial assets as ‘at fair value through profit or loss’
(FVTPL), ‘held-to-maturity investments’, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset, or, where appropriate, a shorter period.
Income related to the financial assets except for the financial assets at fair value through profit and loss is calculated by using
the effective interest method.
Financial assets at FVTPL
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this
category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading
unless they are designated as hedges. Assets in this category are classified as current assets.
Available-for-sale financial assets
Quoted equity investments and quoted certain debt securities held by the Group that are traded in an active market are
classified as being available-for-sale financial assets and are stated at fair value. The Group has investments in unquoted equity
investments that are not traded in an active market but are also classified as available-for-sale financial assets and stated at
fair value. The Group also has investments in unquoted equity investments that are not traded in an active market but are
also classified as available-for-sale financial assets and stated at cost since their value can’t be reliably measured. Gains and
losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the investments
revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method, and foreign
exchange gains and losses on monetary assets, which are recognized in profit or loss. Where the investment is disposed of or
the investment is determined to be impaired totally, the cumulative gain or loss previously accumulated in the investments
revaluation reserve account is being reclassified to income statement.
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Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company has the right to receive
such dividends. Fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of the reporting period. Foreign exchange gains and losses recognized in
profit or loss are determined based on the amortized cost of the monetary asset. Other foreign exchange gains and losses are
recognized in other comprehensive income.
Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active
market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective
interest method less any impairment.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed at each balance sheet date whether there is any objective evidence
that a financial asset or group of financial assets classified as held-to-maturity, available-for-sale or loans and receivables
is impaired. A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective
evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future
cash flows from the asset. For financial assets carried at amortised cost, the amount of the impairment is the difference
between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective
interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets except
for trade receivables where the carrying amount is reduced through the use of an allowance account.
When a trade receivable is uncollectible, it is written off against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of AFS equity securities, any increase in fair value subsequent to an impairment loss is recognised directly in equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which
have an original maturity of three months or less from date of acquisition and that are readily convertible to a known amount of
cash and are not subject to an significant risk of changes in value.
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any
contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies
adopted for specific financial liabilities and equity instruments are set out below.
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.
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Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss
recognised in profit or loss incorporates any interest paid on the financial liability.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised
on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period.
Derivative financial instruments and hedge accounting
The Group is exposed to currency and interest rate risks arising from its operations. The Group uses derivative financial
instruments (mainly uses interest swap contracts) to hedge its financial risks associated with specific firm commitments and
interest rate fluctuations of its expected future transactions.
The most important source of the interest rate risk is bank loans. Group’s policy is to turn the floating rate bank loans to fixed
rates. The Group classifies these transactions as financial instruments designated at fair value through profit/loss. Differences
due to the measurement of the fair value of trading derivative instruments are included in the income statement.
Foreign Currency Transactions
The individual financial statements of each Group companies are presented in the currency of the primary economic
environment in which the group operates (its functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each group are expressed in TL, which is the functional currency of the Group, and the
presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than TL (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items
denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items
carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the
fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
Exchange differences are recognized in profit or loss in the period in which they arise except for:
:mX]Vc\ZY^[[ZgZcXZhl]^X]gZaViZidVhhZihjcYZgXdchigjXi^dc[dg[jijgZegdYjXi^kZjhZ!l]^X]VgZ^cXajYZY^ci]ZXdhid[
those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings;
:mX]Vc\ZY^[[ZgZcXZhdcigVchVXi^dchZciZgZY^cid^cdgYZgid]ZY\ZXZgiV^c[dgZ^\cXjggZcXng^h`h#
:mX]Vc\ZY^[[ZgZcXZhdcbdcZiVgnîZbhgZXZ^kVWaZ[gdbdgeVnVWaZidV[dgZ^\cdeZgVi^dc[dgl]^X]hZiiaZbZci^hcZî]Zg
planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognized in the foreign
currency translation reserve and recognized in profit or loss on disposal of the net investment.
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For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations
are expressed in TL using exchange rates prevailing on the balance sheet date. Income and expense items are translated at
the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case
the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and
transferred to the Group’s translation reserve. Such exchange differences are recognized in profit or loss in the period in which
the foreign operation is disposed of.
Earnings Per Share
Earnings per share disclosed in the accompanying consolidated statement of income is determined by dividing net income by
the weighted average number of shares in existence during the year concerned.
In Turkey, companies can raise their share capital by distributing “Bonus Shares” to shareholders from retained earnings. In
computing earnings per share, such “bonus share” distributions are assessed as issued shares. Accordingly, the retrospective
effect for those share distributions is taken into consideration in determining the weighted-average number of shares
outstanding used in this computation.
Events After Balance Sheet Date
Subsequent events cover any events which arise between the reporting date and the balance sheet date, even occurred
after any declaration of the net profit for the period or specific financial information publicly disclosed. The Group adjusts its
consolidated financial statements if such subsequent events arise which require to adjust financial statements.
Provisions, Contingent Liabilities and Contingent Assets
Provisions
The Group shall recognise a provision only when it has a present obligation as a result of a past event, and it is probable that the
entity will be required to transfer economic benefits in settlement; and the amount of the obligation can be estimated reliably
(note 18).
Contingent assets and liabilities
Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Group are not included in the
consolidated financial statements and treated as contingent assets or liabilities.
Related Parties
In the accompanying consolidated financial statements the key management personnel and Board of Directors, close
members of the family of any individual who directly or indirectly controls the Company are considered and referred to as
“Related Parties”. Related parties might enter into transactions in the ordinary course of business.
Government Grants and Incentives
Government grants are not recognized until there is reasonable assurance that the entity will comply with the conditions
attaching to them and the grants will be received.
Government grants are recognized as income over the periods necessary to match them with the related costs, which they are
intended to compensate, on a systematic basis. As financial instruments, Government grants should be included in the balance
sheet as unearned revenues instead of being recognized in profit or loss to offset the related expense items and should be
recognized in respective profit or loss account systematically during the economic lives of the related assets.
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Government grants given to compensate previously occured expenses or losses or to provide immediate financing to the
Group in the future without any cost are recognized in profit or loss when they become collectible.
Benefit of the loan in a lower than market interest rate from the government is considered as government incentive. Benefit
created by low interest rate is measured by the difference between initial book value of the loan and the obtained benefits. The
Group is exempt from the stamp tax and duties attributed to the export transactions and other profitable foreign exchange
operations to the extent of the procedures and basis determined by the Ministry of Finance and Undersecretariat of Foreign
Trade.
The government grants are paid to support the participation of attending fairs abroad according to the decision dated 16
December 2004 and numbered 2004/11 of Money Credit and Coordination Committee which was prepared on the basis of
“Decisions of Export-oriented Government Grants”.
Based on the Monetary Credit Coordination Board’s resolution dated 20/6, the Group also receives tax refunds for the export of
its agricultural products in accordance with the Communiqué No: 2000/5 on ‘Export Refunds for Agricultural Products’.
The Group has utilized grants given under the “Law No. 5084 Governing the Changes Made to Certain Laws Regarding
Investment and Employment Grants”issued on 6 February 2004 at the Official Gazette Numbered 25365, allowing for various
tax and insurance premium grants, and energy supports and free of charge lands for investments to increase investment and
employment at certain cities.
Taxation and Deferred Income Taxes
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore,
provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separateentity basis. Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the
comprehensive income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using
tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred Tax
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are
recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against
which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only recognised to the extent that it is
probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they
are expected to reverse in the foreseeable future.
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The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance
sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Current and Deferred Tax
Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited
or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial
accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating
goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities
and contingent liabilities over cost.
Employee Benefits / Retirement Pay Provision
Benefits such as bonus, allowance for heating, marriage allowance, leave of absence, religious holidays, education incentive,
birth and death allowance are provided to the Group employees. Moreover, under the Turkish law and union agreements, lump
sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part
of defined retirement benefit plan as per IAS 19 (revised): “Employee Benefits.” The provision has been calculated by estimating
the present value of the future probable obligation of the Group arising from the retirement of employees. The principal
assumption is that the maximum liability for each year of service will increase parallel with inflation.
Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation.
The retirement benefit obligation recognised in the balance sheet represents the net present value of the total due to
retirement of all employees. Recognised actuarial gains and losses are presented in the income statement.
Cash Flow Statement
In statement of cash flow, cash flows are classified according to operating, investment and finance activities.
Cash flows from operating activities reflect cash flows generated from the manufacturing and marketing of biscuit, chocolate,
chocolate coated biscuit, wafer and cake.
Cash flows from investment activities express cash used in investment activities (direct investments and financial investments)
and cash flows generated from investment activities of the Group.
Cash flows relating to finance activities express sources of financial activities and payment schedules of the Group.
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments which
their maturities are three months or less from date of acquisition and that are readily convertible to a known amount of cash
and are subject to an insignificant risk of changes in value.
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Capital and Dividends
Ordinary shares are classified as equity. Dividends distributed over the ordinary shares are classified as dividend liability after
deducting retained earnings at the period in which the dividend distribution decision is made.
2.6 Critical Accounting Judgments and Key Sources of Estimation Uncertainity
Group’s Critical Accounting Judgments
In applying the entity’s accounting policies, which are described in note 2.5, management has made the following judgments
that have the most significant effect on the amounts recognized in the financial statements.
Useful life of property, plant and equipment
Group has calculated the depreciation amounts regarding the useful lives specified in note 14.
Impairment of inventories
In the current year, a provision has been provided for inventories that are not expected to be used and for slow moving
inventories. In the current year the Group has also provided provision for inventories with net realizable values lower than costs.
Based on the analysis, TL 2.929.611 impairment provision has been provided for inventories (2010: TL 1.324.655).
Doubtful receivables provision
In the current year, a provision has been provided for receivables that are not expected to be collectible and those that have not
been collected for long time. As of 31 December 2011, a provision for TL 4.164.191 of the trade receivables has been provided for
as doubtful receivable provision (2010: TL 2.884.056).
Impairment of goodwill
In the current period, impairment of goodwill is measured by using the discounted cash flow method and accordingly no
impairment is recognized.
Impairment of associates
Under the equity method, associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition
changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. In
the discounted cash flow calculation during the year 2010, the rate of 8% is used as USD basis discount rate and the rate of 3% is
used in the growth rate of carrying amount.The latest discounted cash flow analysis was conducted in 2010. The Group does not
have any investments accounted for under the equity method as of December 31, 2011.
Impairment of Available-for-sale financial assets
Quoted equity investments and quoted certain debt securities held by the Group that are traded in an active market are
classified as being available- for-sale financial assets and are stated at fair value. The Group also has investments in unquoted
equity investments that are not traded in an active market but are also classified as available-for-sale and stated at cost since
their value cannot be reliably measured.
Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated for
in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective
interest method, and foreign exchange gains and losses on monetary assets, which are recognized in profit or loss. Where
the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the
investments revaluation reserve is reclassified to income statement.
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Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the
dividends is established.
The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency
and translated at the spot rate at the end of the reporting period. The foreign exchange gains and losses that are recognized in
profit or loss are determined based on the amortised cost of the monetary asset. Other foreign exchange gains and losses are
recognized in other comprehensive income.
Deferred taxes
The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between the financial
statements as reported for IFRS purposes and financial statements prepared in accordance with the tax legislation. These
differences arise from the differences in accounting periods for the recognition of income and expenses in accordance
with IFRS and tax legislation. Group has deferred tax assets resulting from tax loss carry-forwards and deductible temporary
differences, all of which could reduce taxable income in the future.
Fully or partial recoverability of tax assets are estimated based on available current evidences. The main factors which are
considered include future earnings potential; cumulative losses in recent years; expiration dates of both loss carry-forwards and
other tax assets; the carry-forward period associated with the deferred tax assets; future reversals of existing taxable temporary
differences; tax-planning strategies that would, if necessary, be implemented, and the nature of the income that can be used
to realize the deferred tax asset. As a result of the assessment made, the Group has recognized deferred tax assets in certain
entities because it is probable that taxable profit will be available sufficient to recognize deferred tax assets in those entities.
Fair values of derivative instruments and other financial instruments
The Group determines the fair values of its financial instruments without an active market using various market information for
similar transactions, similar instruments with fair values and discounted cash flow analysis.
Critical Decisions
The sales and purchases of subsidiary/joint ventures to the Group firms which are not consolidated to the Group
are considered as transactions under common control and recognized in the shareholders’ equity.
Fair Values of Available for Sale Financial Assets
Godiva’s and G New, Inc’s total firm value consists of the values coming from United States of America (“USA”) and the other
countries (Canada, Europe, Japan and Asia-Pacific). Expected time frame which constitutes a basis for the discounted cash
flow analysis is between 2012 and 2015. At the end of the expected time frame, it is anticipated that the net profits generated
by Godiva and cash flows related to these profits would persist continually. It is projected that the operations will head into the
maturity level from 2015 onwards and grow with a terminal growth rate (3%).
Godiva’s and G New, Inc ‘s distributable cash flows net of obligations were discounted at 7,5% WACC for USA and 8,8% WACC for
the other countries. It is projected that the changes in the net working capital net of obligations during the expected time frame
would equal to 5% of the annual changes in the expected amount of sales.
79
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2011 ANNUAL REPORT
3. BUSINESS COMBINATIONS
On 26 December 2011, the Company acquired 91,67% stake in Ülker Çikolata Sanayi A.Ş. for TL 825.000.000. Ülker Çikolata
Sanayi A.Ş. holds 99,99% stake in Atlantik Gıda Paz. ve Tic. A.Ş. Since this is an under common control transaction, respective
profit/loss amount was recognized under the shareholders’ equity in the accompanying consolidated financial statements.
Net asset and loss arising from this transaction is as follows:
Net Assets Acquired:
Tangible Assets
Intangible Assets
Inventories
Trade Receivables
Due from Related Parties
Deferred Tax Assets
Other Assets
Trade Payables
Finacial Liabilities
Due to Related Parties
Employee Benefits
Other Liabilities
Net Assets Acquired
30 September 2011
150.954.106
42.548
68.520.568
150.829.099
279.664.863
18.960.916
16.880.773
43.910.812
(26.307.364)
(293.334.826)
(176.596.235)
(8.562.690)
(25.711.274)
199.251.296
Group’s share in the net assets from acquisition (91,67%)
182.653.663
Cash paid for acquisition
Cash and cash equivalents obtained from the acquisition
(825.000.000)
2.654.545
Net equity effect from the acquisition of subsidiary
(639.691.792)
Acquisition of Fresh Cake Gıda Sanayi ve Ticaret A.Ş. which was presented under Long Term Available for Sale Financial
Investments in previous period has been registered as of 30 December 2011. Fresh Cake Gıda Sanayi ve Ticaret A.Ş. continues
its operations as a branch of the Company. Fresh Cake Gıda Sanayi ve Ticaret A.Ş. has been consolidated to the Group starting
from the merger date. Since this transaction was an under common control transaction and was out of the scope of IFRS 3 no
goodwill has been recorded.
80
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2011 ANNUAL REPORT
Net assets obtained and net equity effect arising from the acquisition of Fresh Cake Gıda Sanayi ve Ticaret A.Ş. is as follows:
Net Assets Acquired:
Tangible Assets
Intangible Assets
Inventories
Trade Receivables
Deferred Tax Assets
Other Assets
Trade Payables
Employee Benefits
Other Liabilities
Net Assets Acquired
30 December 2011
46.498.598
103.691
5.930.471
1.246.470
117.026.350
843.355
3.854.489
(17.807.974)
(9.949.108)
(113.097.394)
(2.159.602)
(4.908)
32.484.438
Ülker Bisküvi’s share
Cash and cash equivalents obtained from the acquisition
(17.701.831)
14.476
Net equity effect of the business combination
14.797.083
Merging process of AGS Anadolu Gıda San. A.Ş. and Biskot Bisküvi Gıda San.ve Tic. A.Ş. was completed and registered as of 30
December 2011. Net assets obtained and net equity effect arising from the merger is as follows:
Net Assets Obtained:
Tangible Assets
Inventories
Trade Receivables
Deferred Tax Assets
Other Assets
Trade Payables
Employee Benefits
Other Liabilities
Net Assets Acquired
30 December 2011
10.698.014
6.401.602
4.245.676
22.014.034
(334.308)
3.280.165
(5.568.480)
(19.412.835)
(357.464)
(599.912)
20.366.492
Group’s share in the net assets from acquisition (43,92%)
Book value of the assets disposed in Biskot due to the Merger
Cash and cash equivalents obtained from the Merger
4.994.154
(3.457.662)
1.405
Net equity effect of the business combination
1.537.897
81
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
4. JOINT VENTURES
From the companies defined as joint ventures in the consolidated financial statements of previous periods and accounted for
under the equity method, Hero Gıda Sanayi ve Ticaret A.S. and Pendik Nişasta Sanayi ve Ticaret A.Ş. on June 23, 2011, 6% stake
in Godiva Belgium BVBA and in G New Inc. were sold on September 23, 2011 to Yıldız Holding (the main shareholder) and these
companies were not included in the accompanying consolidated financial statements as of 31 December 2011 (note 13).
5. SEGMENTAL INFORMATION
The Group’s core business activities are manufacturing and marketing of biscuit, chocolate coated biscuit, wafer, cake and
chocolate. The reports reviewed routinely by the decision makers of the Group comprise consolidated numbers of Ülker Bisküvi
Sanayi A.Ş. and its subsidiaries.
Since the Group has operations in only one production area and the decision makers use the consolidated reports, segmental
reporting in accordance with IFRS 8 have not been provided in the accompanying consolidated financial statements.
6. CASH AND CASH EQUIVALENTS
31 December 2011
6.924
15.730.568
385.392.532
571.931
401.701.955
Cash
Demand deposits
Time deposits (*)
Other liquid assets
(*)
31 December 2010
6.325
8.281.795
603.644.688
4.667.325
616.600.133
Time deposits consist of repurchase agreements amounting to TL 320.354.228 (31 December 2010: TL 603.559.260).
The details of time deposits are as follows:
Currency Type
TL
USD
EUR
Interest Rate (%)
5% - 12,05%
1%
0,5%
Maturity
January 2012
January 2012
January 2012
31 December 2011
380.279.498
3.891.134
1.221.900
385.392.532
Currency Type
TL
USD
Interest Rate (%)
6,00% - 9,00%
3,00% - 3,30%
Maturity
January 2011
January 2011
31 December 2010
224.362.621
379.282.067
603.644.688
82
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2011 ANNUAL REPORT
7. FINANCIAL INVESTMENTS
Short Term Financial Investments
Available for sale financial assets
Financial assets at fair value through profit or loss
31 December 2011 31 December 2010
3.411.981
2.731.466
379.184
14.944
3.791.165
2.746.410
The Company’s short term financial investments compose of various liquid funds and stocks.
Long Term Financial Investments
Available for sale financial assets
Long Term Available for Sale Financial Assets
BİM Birleşik Mağazalar A.Ş. (i)
Sağlam GYO A.Ş. (ii) (*)
Besler Gıda ve Kimya San. A.Ş. (iii) (*)
Fresh Cake Gıda A.Ş. (***)
G New, Inc (**)
Godiva Belgium BVBA (**)
Other
Share %
0,14%
19,23%
19,23%
31 December 2011
17.043.345
90.679.853
165.227.053
2.294.334
275.244.585
31 December
2011
31 December
2010
275.244.585
275.244.585
816.106.184
816.106.184
Share %
10,05%
10,71%
7,00%
10,00%
-
31 December 2010
804.563.265
5.280.000
3.097.686
2.430.618
734.615
816.106.184
(i)
The shares are traded on the stock exchange and have been valued at their fair value. On April 21, 2011, The Company sold
15.260.340 BİM Birleşik Mağazalar A.Ş shares presented under financial assets for TL 774.462.255. From the total of 15.260.340,
7.500.000 shares were sold to foreign investors, another 7.500.000 shares were sold to Yıldız Holding A.Ş and remaining
260.340 shares were sold to Ülker Çikolata San. A.Ş. (note 27).
(ii)
On June 23, 2011, Sağlam GYO A.Ş. was sold to Yıldız Holding A.Ş. (the main shareholder) for the market value of TL 5.400.000.
(iii)
On June 23, 2011, Besler Gıda ve Kimya San. A.Ş. was sold to Yıldız Holding A.Ş. (the main shareholder) for the valuation
amount of TL 23.200.000.
(*)
Since these transactions are under common control transactions, the respective profit/loss amounts were recognized under
the shareholders’ equity in the accompanying consolidated financial statements as of December 31, 2011.
(**)
On September 23, 2011, the Company sold 6% stake in Godiva Belgium BVBA to Yıldız Holding A.Ş. (the main shareholder) for
the valuation amount of TL 51.463.620. On September 23, 2011, the Company sold 6% stake in G New Inc to Yıldız Holding A.Ş.
(the main shareholder) for appraisal value of TL 28.244.265. Since “the significant influence” was lost on these associates, the
remaining investment amount after these transactions was removed from investments accounted for under the equity method
in the consolidated financial statements and reclassified under financial assets and have been revalued with fair value.
(***)
Acquisition of Fresh Cake Gıda Sanayi ve Ticaret A.Ş. which was shown under “Long Term Financial Assets Available for Sale”
in previous period was completed and registered as of 30 December 2011.
83
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Available for sale financial assets are presented at their fair values. The difference of TL 73.153.054 (2010: TL 609.950.097) in
the fair values of such assets has been presented in other comprehensive income under equity.
As the expected value gaps for available for sale financial assets of TL 1.612.311 (2010: TL 5.572.385) that are not traded in
an active market are high and expected values are not reliably measured, these have been presented at historical cost in
accompanying consolidated financial statements.
8. FINANCIAL LIABILITIES
Short Term Financial Borrowings
Short term borrowings
Short term financial lease payables
Long Term Financial Borrowings
Long term borrowings
Long term financial lease payables
31 December 2011
Currency Type
USD
31 December 2010
Currency Type
TL
USD
EUR
Maturity Interest Rate (%)
January
2012-December
2013
3,21% - 6,83%
Maturity Interest Rate (%)
January
2011-October
2012
Spot - 8,45%
January 2011May 2013
3,1% - 4,46%
June 2011
4,00%
747.277.281
16.864.817
764.142.098
446.721.989
4.703.735
451.425.724
257.362.625
12.845.545
270.208.170
504.923.600
3.038.115
507.961.715
Short Term
Long Term
747.277.281
747.277.281
257.362.625
257.362.625
Short Term
Long Term
11.431.935
19.866.100
409.061.574
26.228.480
446.721.989
485.057.500
504.923.600
31 December
2011
31 December
2010
747.277.281
257.362.625
1.004.639.906
446.721.989
402.501.100
102.422.500
951.645.589
Repayment schedule of financial
borrowings is as follows:
to be paid within 1 year
to be paid within 1-2 years
84
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
a) The detail of short term financial lease payables is as follows:
Short Term Financial Lease Payables
Financial lease payables
Deferred financial lease payables (-)
b) The detail of long term financial lease payables is as follows:
Long-Term Financial Lease Payables
Financial lease payables
Deferred financial lease payables (-)
31 December 2011
18.239.272
(1.374.455)
16.864.817
31 December 2010
5.131.221
(427.486)
4.703.735
31 December 2011
13.397.814
(552.269)
12.845.545
31 December2010
3.232.311
(194.196)
3.038.115
31 December 2011
16.864.817
8.376.086
4.417.242
52.217
29.710.362
31 December 2010
4.703.735
1.308.073
1.110.967
619.075
7.741.850
The maturity detail of the financial lease payables is as follows:
to be paid within 1 year
As of 31 December 2011 TL 8.304.049 of financial lease payables are due to Fon Finansal Kiralama A.Ş., which is a related party
(2010: TL 2.069.322).
85
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
9. OTHER FINANCIAL LIABILITIES
31 December 2011
3.045.783
3.045.783
Derivative financial liabilities
31 December 2010
6.287.769
6.287.769
Nominal amount of the interest swap agreement is USD 93.000.000 and interest rate is Libor + 2,48%.
10. TRADE RECEIVABLES AND PAYABLES
Trade Receivables from Related Parties
Trade receivables from related parties (note 31)
Other Trade Receivables
Trade receivables
Provision for doubtful receivables (-)
Total Short Term Trade Receivables
31 December 2011
31 December 2010
293.919.815
293.919.815
144.696.851
144.696.851
293.060.318
(4.164.191)
288.896.127
208.614.769
(2.884.056)
205.730.713
582.815.942
350.427.564
Trade receivables are disclosed at discounted net realizable value using the effective yield method. Net realizable value has
been calculated over discount rate of 11,5% (31.12.2010 : 8,75 %) based on the Group’s cash sales. The provision for trade
receivables is provided for based on the estimated irrecoverable amounts from the sale of goods, determined by reference to
past default experience.
The movement of the allowance for doubtful receivables as of 31 December 2011 and 2010 is as follows:
Opening balance
Charge for the period
Exchange differences
Provisions released
Acquisition of subsidiaries
Collections
Closing balance
86
1 January –
31 December 2011
1 January –
31 December 2010
(2.884.056)
(2.410.497)
(114.317)
1.640.610
(402.248)
6.317
(4.164.191)
(3.014.822)
(1.645.429)
(43.235)
1.789.787
29.643
(2.884.056)
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Description on the level and nature of the risks related to trade receivables is given in note 32.
Long Term Trade Receivables
Notes receivable
31 December 2011
403.574
403.574
31 December 2010
145.132
145.132
Short Term Trade Payables
Trade payables to related parties (note 31)
Trade payables
31 December 2011
212.654.232
205.828.591
418.482.823
31 December 2010
173.290.148
91.215.887
264.506.035
Long Term Trade Payables
Trade payables
31 December 2011
2.176.850
2.176.850
31 December 2010
1.132.637
1.132.637
31 December 2011
582.308.728
12.378.271
594.686.999
31 December 2010
317.961.978
29.566.382
347.528.360
11.661.420
6.518
710.333
12.378.271
29.285.425
3.618
277.339
29.566.382
Other Long Term Receivables
Deposists and guarantees given
31 December 2011
162.592
162.592
31 December 2010
124.670
124.670
Other Payables
Non-trade payables to related parties (note 31)
Short term other payables
31 December 2011
4.391.368
8.169.469
12.560.837
31 December 2010
23.520.266
721.853
24.242.119
Other Short Term Payables
Other payables (*)
Deposists and guarantees received
31 December 2011
8.103.368
66.101
8.169.469
31 December 2010
716.853
5.000
721.853
11. OTHER RECEIVABLES AND PAYABLES
Other Receivables
Non trade receivables from related parties (note 31)
Short term other receivables
Other Short Term Receivables
Other short term receivables
Deposits and guarantees given
Receivables from personnel
(*)
TL 6.749.992 of this amount reflects unpaid dividend obligations of Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş to non-controlling
shares as of December 31, 2011.
Description on the level and nature of the risks related to other receivables is given in note 38.
87
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
12. INVENTORIES
Raw materials
Work in progress
Finished goods
Trade goods
Other inventories
Allowance for impairment on inventory (-)
31 December 2011
31 December 2010
69.429.836
4.494.169
63.059.550
19.658.161
7.502.271
(2.929.611)
161.214.376
94.392.289
2.465.937
32.497.335
10.183.482
2.777.187
(1.324.655)
140.991.575
Inventory is presented on historical cost and allowence for impairment on inventory is booked.
The movement of allowence for impairment on inventory for the periods ending 31 December 2011 and 2010 are below:
1 January –
31 December 2011
(1.324.655)
(1.681.355)
(396.371)
(29.723)
502.493
(2.929.611)
Opening balance (1 January)
Charge for the year
Mergers
Reversal of provision
Closing balance (31 December)
88
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
1 January –
31 December 2010
(275.232)
(1.324.655)
275.232
(1.324.655)
13. INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD
Associates and Joint Ventures accounted for under Equity method are below:
Associates and Joint Ventures
Hero Gıda San. ve Tic. A.Ş.(i)
Pendik Nişasta San. ve Tic. A.Ş. (ii)
Godiva Belgium BVBA (iii)
G New Inc. (iv)
Share %
19,23%
19,23%
31 December 2011
-
Share %
39,60%
23,99%
25,23%
25,23%
31 December 2010
8.357.934
19.047.997
94.474.148
115.690.148
237.570.227
(i)
Hero Gıda Sanayi ve Ticaret A.Ş. was sold to Yıldız Holding A.Ş. (the principal shareholder) for the valuation amount of TL
14.800.000 on June 23,2011.
(ii)
Pendik Nişasta Sanayi ve Ticaret A.Ş.was sold to Yıldız Holding A.Ş. (the principal shareholder) for the valuation amount of TL
24.850.000 on June 23,2011.
(iii)
A stake of 6% in Godiva BVBA was sold to Yıldız Holding A.Ş. (the principal shareholder) for appraisal value of TL 51.463.620
on September 23,2011. Remaining amount of investment after this transaction has been considered as financial asset and
reclassified under the long-term financial investments (note 7).
(iv)
A stake of 6% in G New Inc. was sold to Yıldız Holding A.Ş. (the principal shareholder) for appraisal value of TL 28.244.265
on September 23,2011. Remaining amount of investment after this transaction has been considered as financial asset and
reclassified under the long-term financial investments (note 7).
Since the stakes were purchased by Yıldız Holding A.Ş. (the principal shareholder), a profit of TL 38.072.894 regarding these
transactions were recognized in the shareholders’ equity.
31 December 2011
31 December 2010
Indexed cost
-
242.553.696
(Loss) / profit arising after the acquisition date and net-off with dividends received
-
(4.983.469)
-
237.570.227
31 December 2011
31 December 2010
The summary of financial information on Group’s associates are as follows:
Total assets
-
1.796.225.213
Total liabilities
-
(858.442.706)
Net assets
-
937.782.507
Group’s share in net assets
-
237.570.227
1 January 23 September
2011 (*)
1 January 31 December
2010
Net sales
688.263.907
1.081.157.935
Net loss for the period
(50.349.797)
(38.995.790)
Group’s share in net loss for the period
(12.703.253)
(13.735.984)
(*)
Income statements of Hero Gıda Sanayi ve Ticaret A.Ş. and Pendik Nişasta Sanayi ve Ticaret A.Ş. have been included until
June 23, 2011.
89
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
90
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
300.481.190
(273.572)
(5.688.612)
(24.132.776)
(96.807)
(1.196.972)
(674.213)
(168.808)
(32.231.760)
13.423
2.544.989
3.476.663
667.279
2.421.425
2.140.286
11.264.065
Disposal
Current
Period
Depreciation
1 January
2011
(1.686.844)
(41.106.611)
(215.727.958)
(2.032.907)
(32.895.239)
(6.870.193)
(1.973.384)
(302.293.136)
Disposal
(90.610)
(41.801)
(3.363.788)
(5.870.838)
(887.539)
(2.792.823)
(2.298.843)
(2.416.950)
(17.763.192)
Addition
5.000.000
1.120
13.614.694
45.534.123
920.005
84.597
19.498.169
84.652.708
1 January
2011
3.917.688
6.047.784
170.715.361
361.900.396
2.497.045
36.631.123
17.079.521
2.300.328
1.685.080
602.774.326
63.225
124.581
13.441
(13.441)
(187.806)
-
Transfers
Transfers
(202.663)
196.537
7.133.175
(13.441)
544.937
818.205
(8.476.750)
-
(73.773)
(7.645.747)
(100.520.614)
(18.497)
(2.744.959)
(3.261.215)
(300)
(114.265.105)
(**)
Acquisitions
197.938
49.448.726
171.474.459
32.571
3.825.187
3.337.859
1.017
24.326.977
252.644.734
(**)
Acquisitions
(6.141)
(3.635.080)
(15.558.835)
(90.830)
(2.988.060)
(6.281)
(22.285.227)
Mergers (*)
Mergers (*)
739.581
19.790
25.225.625
46.196.712
92.454
4.625.494
36.107
2.546.076
79.481.839
541.979.252
(1.963.682)
(55.406.480)
(352.463.520)
(1.558.321)
(37.417.246)
(10.999.708)
(2.206)
(459.811.163)
31 December
2011
31 December
2011
9.566.659
6.022.168
255.837.155
626.368.027
1.721.090
43.753.923
21.356.289
2.502
37.162.602
1.001.790.415
Arises from the acquisition of Ülker Çikolata San. A.Ş. and Atlantik Gıda Paz. ve Tic. A.Ş.
Arises from the merger of Fresh Cake Gıda Sanayi ve Ticaret A.Ş and Ülker Bisküvi San. A.Ş. and that of AGS Anadolu Gıda San. A.Ş. and Biskot Bisküvi Gıda San ve Tic. A.Ş
(**)
(*)
In the current period fixed assets amounting to TL 16.516.540 were acquired through financial leasing.
From depreciation and amortization expenses, TL 26.796.257 (31 December 2010: TL 22.979.401) is included in cost of goods sold, TL 2.427.750 (31 December 2010: TL
None) is included in other operating expenses, TL 13.248 (31 December 2010: TL 12.810) is included in research and development expenses, TL 1.338.506 (31 December
2010: TL 1.607.797) is included in marketing and selling expenses and TL 1.923.977 (31 December 2010: TL 2.267.603) is included in general administrative expenses.
Net Book Value
Land improvements
Buildings
Machinery, plant and equipment
Vehicles
Furniture and fixtures
Leasehold improvements
Other tangible assets
Accumulated Depreciation
Cost
Land
Land improvements
Buildings
Vehicles
Construction in progress
Movements of tangible assets between 1 January 2011 and 31 December 2011 are as follows:
14. TANGIBLE ASSETS (NET)
91
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Disposal
(19.940.162)
(932.476)
(499.548)
(402.531)
(12.202)
(21.786.919)
Disposal
4.242.498
621.457
378.623
262.138
5.504.716
Addition
15.000
14.299
4.496.020
42.079.288
1.409.913
805.882
1.485
10.798.596
59.620.483
Current Period
Depreciation
(276.889)
(5.450.081)
(18.299.466)
(170.477)
(1.371.584)
(697.394)
(155.970)
(26.421.861)
Transfers
(6.631)
6.631
-
Transfers
39.343
107.325
8.862.115
314.289
(9.129)
(9.313.943)
-
300.481.190
Change in
Consolidation
Structure 31 December 2010
(1.686.844)
553.682
(41.106.611)
1.418.583
(215.727.958)
9.299
(2.032.907)
79.474
(32.895.239)
19.974
(6.870.193)
46.173
(1.973.384)
2.127.185
(302.293.136)
Change in
Consolidation
Structure 31 December 2010
3.917.688
6.047.784
(7.751.553)
170.715.361
(2.907.689)
361.900.396
(12.468)
2.497.045
(126.002)
36.631.123
(22.621)
17.079.521
(51.905)
2.300.328
(211.891)
1.685.080
(11.084.129)
602.774.326
The Company purchased machinery and plants amounting to TL 33.615.000 from Fresh Cake Gıda San. ve Tic. A.Ş. Monthly rent income from these plants amounts to
TL 280.000.
292.521.715
1 January 2010
(1.409.955)
(40.452.710)
(199.468.532)
(2.250.352)
(31.858.636)
(6.192.773)
(1.870.218)
(283.503.176)
Accumulated Depreciation
Land improvements
Buildings
Vehicles
Net Book Value
1 January 2010
3.902.688
5.994.142
193.803.731
314.799.158
3.009.061
35.435.454
16.296.260
2.359.877
424.520
576.024.891
Cost
Land
Land improvements
Buildings
Vehicles
Construction in progress
Movements of tangible assets between 1 January 2010 and 31 December 2010 are as follows:
The useful lives of tangible assets are as follows:
Useful life
25 – 50 years
10 – 50 years
4 – 15 years
4 – 10 years
4 – 10 years
3 – 10 years
5 – 10 years
Buildings
Land improvements
Machinery and equipment
Vehicles
15. INTANGIBLE ASSETS (NET)
Movements of intangible assets between 1 January 2011 and 31 December 2011 are as follows:
Cost
Rights
Other intangible assets
1 January
2011
2.705.274
600.627
3.305.901
Addition
99.856
234.420
334.276
Disposal
(1.527.095)
(87.399)
(1.614.494)
Mergers (*)
394.607
394.607
Acquisitions (**)
162.769
162.769
31 December
2011
1.672.642
910.417
2.583.059
Accumulated
amortization
1 January Current Period
2011 Depreciation
Disposal
Mergers (*)
Acquisitions (**)
31 December
2011
1.300.071
87.399
1.387.470
(290.916)
(290.916)
(123.765)
(123.765)
(1.338.752)
(635.628)
(1.974.380)
Rights
Net Book Value
(2.150.735)
(528.456)
(2.679.191)
(197.172)
(70.806)
(267.978)
626.710
608.679
(*)
Arises from the merger of Fresh Cake Gıda Sanayi ve Ticaret A.Ş and Ülker Bisküvi San. A.Ş. and that of AGS Anadolu Gıda San.
A.Ş. and Biskot Bisküvi Gıda San.and Tic. A.Ş.
(**)
Arises from the acquisition of Ülker Çikolata San. A.Ş. and Atlantik Gıda Paz. ve Tic. A.Ş.
92
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2011 ANNUAL REPORT
Movements of intangible assets between 1 January 2010 and 31 December 2010 are as follows:
Cost
Rights
Accumulated
amortization
Rights
1 January
2010
28.583.075
667.491
29.250.566
Addition
Disposal
253.687 (26.222.481)
24.749
278.436 (26.222.481)
1 January Current Period
2010 Depreciation
(22.920.930)
(397.535)
(480.861)
(48.215)
(23.401.791)
(445.750)
Net Book Value
Disposal
21.167.730
21.167.730
Transfer
90.993
(90.993)
Transfer
-
Changes in
Consolidation
Structure
(620)
(620)
31 December
2010
2.705.274
600.627
3.305.901
Changes in
Consolidation
Structure
620
620
31 December
2010
(2.150.735)
(528.456)
(2.679.191)
5.848.775
626.710
Disposals in the related year consist of commercial movies written-off with net book values of TL 5.054.751.
The intangible assets are amortized on a straight-line basis over their estimated useful lives for the period.
Useful Life
2 – 15 years
2 – 12 years
Rights
16. GOODWILL
Ülker Bisküvi Sanayi A.Ş., acquired 4,725% share, which corresponds to 968.625 shares, of the total equity of Atlas Gıda
Pazarlama Sanayi ve Ticaret A.Ş. for TL 2.405.600 from Dynamic Growth Fund on 19 October 2007. As a result of this acquisition
a positive goodwill amounting TL 1.534.035 (2010: TL 1.534.035) has been recognised. The impairment calculations have been
performed as of 31 December 2011 and as a result of this assessment no impairment for the goodwill was noted (31 December
2010: TL None).
17. GOVERNMENT GRANTS AND INCENTIVES
Group has received government incentives amounting TL 6.540.124 in 2011 (31 December 2010:TL 6.624.369). This benefit,
regarded as government incentives, is explained in note 2. In 2011 the amount related to law 5084; TL 256.067 is from energy
grants, TL 4.120.292 is from employment grants and 2.163.765 TL is from other grants. (2010: TL 777.791 from energy grants, TL
4.248.410 from employment grants, TL 1.598.168 from other grants).
93
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2011 ANNUAL REPORT
18. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
Short-Term Debt Provisions
Provisions for returns
Provisions for lawsuits
Provisions for sales premiums
Other
31 December 2011
16.946.634
1.872.274
297.323
393.030
19.509.261
31 December 2010
2.305.769
2.305.769
Movement of the legal case provisions for December 2011 and December 2010 is as follows:
2.305.769
326.962
(945.140)
(65.082)
214.765
35.000
1.872.274
1.966.102
586.937
(247.270)
2.305.769
Opening Balance
Current year charge
Reversal of provisions
Payment/relinquishment (-)
Mergers
A significant portion of the legal case provision as of 31 December 2011 and 2010 is related to legal filings made by the personnel.
a) Guarantees Given
(Balances denominated in foreign currencies have been presented in their original currency)
31 December 2011
TL
USD
A) Total Guarantees Pledges and Liens (“GPL”)Given
in the Legal Name of the Company
B) Total GPL Given in the Name of Fully Consolidated
Companies
C) Total GPL Given to Manage Trading Operations of
Entity in the name of 3rd parties
D) Total - Other GPL Given
i. Total GPL Given in the Name of the Parent
ii. Total GPL Given in the name of other Group
companies not included in B) and C)
iii. Total GPL given in the name of 3rd parties not
included in C)
Total
31 December 2010
TL
USD
130.306.159
1.756.840
57.149.268
1.264.324
-
-
-
-
-
-
1.414.578
-
10.000.000
-
-
-
1.414.578
10.000.000
130.306.159
1.756.840
58.563.846
11.264.324
The proportion of guarantees, pledges and liens given by the Group to its equity as of 31 December 2011 is “ 0%” (31 December
2010: 1,16%).
94
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2011 ANNUAL REPORT
b) Lawsuits Filed by and Against to the Group
ba) As of 31 December 2011;
Lawsuits filed by the Group:
Compensation litigations
Foreclosure litigations
Tax litigations
Action of debt
Penalty litigations
TL
802.193
469.323
234.967
207.623
5.000
1.719.106
USD
-
TL
222.932
893.781
1.116.713
ABD Doları
400.000
400.000
Lawsuits filed against to the Group:
(*)
Action of debts
Compensation ligitations (*)
(*)
A provision of TL 1.872.274 has been provided for various court cases filed against the Group. For the rest of the lawsuits no
provision was recognised because no cash outflow is projected (31 December 2010:TL 2.305.769).
bb) As of 31 December 2010;
Lawsuits filed by the Group:
Compensation litigations
Foreclosure proceedings
Action of debt
TL
1.526.314
1.650.140
84.000
3.260.454
USD
100.000
100.000
TL
225.044
49.713
3.278.039
3.552.796
ABD Doları
400.000
400.000
Lawsuits filed against to the Group:
Action of debt
Foreclosure proceedings
Compensation ligitations
Operational Leasing Agreements
The operating leases of the company cover a one year period. All operational leasing agreements include a clause allowing the
re-arrangement of the terms of the lease had the lessee renewed the contract under the current market conditions. The lessee
does not have a right to purchase the asset at the end of the term.
Group’s rental income from its operational leasing agreements for assets leased are TL 6.135.234 during the current year. (2010:
TL 5.990.732). In the current year opeational leasing expenses are TL 929.202 (2010: TL 912.305). Due to non-cancellable rent
agreements, the Group’s rental revenue to be received in the future periods is TL 6.784.672 (2010: TL 6.169.426) and are all
to be realized in a one year period. Due to non-cancellable rent agreements, the Group’s rent payments to be incurred in the
future periods is TL 948.564 (2010: TL 987.309) and are all payable in a one year period.
95
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2011 ANNUAL REPORT
19. COMMITMENTS
The Group’s export commitments amount to TL 178.557.402 as of 31 December 2011 (31 December 2010: TL 166.067.552).
20. EMPLOYEE BENEFITS
Short Term Provisions
Unused vacation accrual
Due to personnel
Performance premium accrual
31 December 2011
5.636.690
8.118.155
4.824.006
18.578.851
31 December 2010
2.993.971
4.355.542
3.007.265
10.356.778
Long Term Provisions
31 December 2011
31 December 2010
18.866.864
18.866.864
8.471.180
8.471.180
Retirement pay provision
Under Turkish Labor Law, the Company is required to pay employment termination benefits to each entitled employee.
Also, employees are entitled to be paid their retirement pay provisions who retired by gaining right to receive retirement pay
provisions according to of the prevailing 506 numbered Social Insurance Law’s Article 60, as amended by 6 March 1981 dated,
2422 numbered and 25 August 1999 dated, 4447 numbered laws. Some transition provisions related to the pre-retirement
service term was excluded from the law since the related law was changed as of 23 May 2002. The amount payable consists of
one month’s salary limited to a maximum of TL 2.731,85 for each period of service as of 31 December 2011 (31 December 2010:
TL 2.517,01).
The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value
of the future probable obligation of the Group arising from the retirement of employees. IAS 19 requires actuarial valuation
methods to be developed to estimate the entity’s obligation under defined benefit plans. Accordingly, the following actuarial
assumptions were used in the calculation of the total liability:
The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus,
the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation.
Consequently, in the accompanying financial statements as at 31 December 2011, the provision has been calculated by
estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. The
provisions at the respective balance sheet dates have been calculated assuming an annual inflation rate of 5,10% and a discount
rate of 10%, resulting in a real discount rate of approximately 4,65% (31 December 2010: 4,66%). The maximum liability is revised
semi annually. The basis considered in calculating the provisions is the amount of maximum liability of TL 2.805,04 which
became effective as of 1 January 2012. As of 2011 year end, the probability of resignation of employees is 4,2% (2010: 3,2%).
96
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Movement of retirement pay provision is as follows:
1 January –
31 December 2011
8.471.180
6.784.377
384.086
128.249
4.630.195
2.183.234
(3.714.457)
18.866.864
1 January –
31 December 2010
6.168.987
2.997.480
286.064
840.572
(1.821.923)
8.471.180
Other Current Assets
VAT carried forward
Order advances given
Prepaid taxes and funds
Prepaid expenses
Other
31 December 2011
54.992.882
13.268.252
10.027.231
991.464
212.569
79.492.398
31 December 2010
37.466.838
13.210.173
1.333.332
889.816
494.653
53.394.812
Other non-current assets
Advances given
31 December 2011
9.696.247
9.696.247
31 December 2010
9.866.177
9.866.177
Other Current Liabilities
Order advances received
Social security premiums payable
Taxes and funds payable
Expense accruals
Other liabilities
31 December 2011
7.752.277
7.167.930
5.318.110
19.265
142.234
20.399.816
31 December 2010
6.106.467
2.372.932
2.493.063
1.212.679
497.678
12.682.819
Opening balance
Service costs
Interest costs
Actuarial loss
Acquisitions of subsidiaries
Mergers
Payment
Closing balance
21. OTHER ASSETS AND LIABILITIES
97
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2011 ANNUAL REPORT
22. SHAREHOLDERS’ EQUITY
The composition of the Company’s paid-in share capital as of 31 December 2011 and 2010 is as follows:
Shareholders
Dynamic Growth Fund
Other
Amount
112.496.294
73.308.031
82.795.675
268.600.000
31 December 2011
Share (%)
%41,88
%27,29
%30,83
%100,00
Amount
106.999.435
73.568.033
88.032.532
268.600.000
31 December 2010
Share (%)
39,84%
27,39%
32,77%
100,00%
Subsequent to the acquisition of Anadolu Gıda Sanayi A.Ş., the Company increased its registered share capital ceiling to TL
500.000.000 with the permission of Capital Markets Board dated 23 January 2004, numbered 1301 and switched to the
registered capital system.
Considering additional profit share distribution, Class A and B share certificate owners have been granted a privilege out of the
primary dividend at an additional rate of 17,65%. Additionally, the owners of 22.171 founder certificates not included in the capital
structure have been granted privilege out of the primary dividend at the rate of 11,76%. Class A and D share certificate owners
have also been granted privilege for 4 and 1 vote respectively, for appointing candidates for board of directors.
a) Valuation Fund
Financial Asset Valuation Fund:
Financial Asset Valuation Fund is generated from the valuation of available for sale instruments with their fair values.When a
financial asset valued at its fair value is disposed, the related portion in the valuation fund is directly recognized in that period’s
profit and loss. When a financial instrument is revalued and a decrease in value is observed, the related portion in the valuation
fund is directly recognized in that period’s profit and loss.
As of 31 December 2011 the Group has a financial asset valuation fund of TL 73.153.054 (31 December 2010: TL 609.950.097).
Movement of financial asset valuation fund is below :
Opening Balance
Net gain/loss from revaluation of AFS
Income tax on net gain from revaluation of AFS
Valuation fund arising from acquisition
Accumulated gain/loss classified in income statement from sales of AFS
Closing Balance
98
31 December 2011
609.950.097
73.375.730
(3.685.962)
3.119.781
(609.606.592)
73.153.054
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
31 December 2010
446.354.171
172.206.238
(8.610.312)
609.950.097
b) Restricted Reserves Appropriated from Profit
Restricted reserves appropriated from profit are composed of legal reserves.
Legal reserves comprise of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The
first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches
20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends,
at the rate of 5% per annum of all cash dividend distributions. According to the Turkish Commercial Code, legal reserves can
be only used to offset losses unless they exceed the 50% of paid-in capital. Other than that, legal reserves must not be used
whatsoever.
In accordance with the CMB’s requirements which were effective until 1 January 2008, the amount generated from the firsttime application of inflation adjustments on financial statements, and followed under the “accumulated loss” item was taken
into consideration as a reduction in the calculation of profit distribution based on the inflation adjusted financial statements
within the scope of the CMB’s regulation issued on profit distribution. The related amount that was followed under the
“accumulated loss” item could also be offset against the profit for the period (if any) and undistributed retained earnings and
the remaining loss amount could be offset against capital reserves arising from the restatement of extraordinary reserves, legal
reserves and equity items, respectively.
In addition, in accordance with the CMB’s requirements which were effective until 1 January 2008, at the first-time application
of inflation adjustments on financial statements, equity items, namely “Capital issue premiums”, “Legal reserves”, “Statutory
reserves”, “Special reserves” and “Extraordinary reserves” were carried at nominal value in the balance sheet and restatement
differences of such items were presented in equity under the “Shareholders’ equity inflation restatement differences” line item
in aggregate. “Shareholders’ equity inflation restatement differences” related to all equity items could only be subject to the
capital increase by bonus issue or loss deduction, while the carrying value of extraordinary reserves could be subject to the
capital increase by bonus issue; cash profit distribution or loss deduction.
However, in accordance with the CMB’s Decree Volume: XI; No: 29 issued on 1 January 2008 and other related CMB’s
announcements, “Paid-in capital”, “Restricted reserves” and “Premium in excess of par” should be carried at their registered
amounts in statutory records. Restatement differences (e.g. inflation restatement differences) arising from the application of
the Decree should be associated with:
- “Capital restatement differences” account, following the “Paid-in capital” line item in the financial statements, if such
differences are arising from “Paid-in Capital” and not added to capital;
- “Retained earnings/Accumulated loss”, if such differences are arising from “Restricted reserves” and “Premium in excess of
par” and has not been subject to profit distribution or capital increase.
Other equity items are carried at the amounts valued according to the CMB’s Financial Reporting Standards.
Capital restatement differences can only be included in capital.
Profit Distribution:
Publicly listed companies distribute dividends in accordance with the requirements of CMB as explained below: In accordance
with the Capital Markets Board’s (the “Board”) Decree issued on 27 January 2010, in relation to the profit distribution of earnings
derived from the operations in 2009, minimum profit distribution is not required for listed companies (December 31, 2008:
20%), and accordingly, profit distribution should be made based on the requirements set out in the Board’s Communiqué
Serial:IV, No: 27 “Principles of Dividend Advance Distribution of Companies That Are Subject To The CMB Regulations”, terms of
articles of corporations and profit distribution policies publicly disclosed by the companies.
Furthermore, based on the afore-mentioned decree, companies that are required to prepare consolidated financial statements
should calculate their net distributable profits, to the extent that they can be recovered from equity in their statutory records,
by considering the net profit for the period in the consolidated financial statements which are prepared and disclosed in
accordance with the Communiqué Serial: XI, No: 29.
99
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Legal Reserves and Share Issuance Premiums which are considered as legal reserves under the Turkish Commercial Code No:
466, have been presented at their values in legal books. Thus, the inflation adjustment differences from the valuation studies for
IFRS purposes for those as of the balance sheet date that have not been subject to profit distribution or capital increase have
been presented under retained earnings.
Dividends paid per share is 0,11 as of December 31, 2011 (December 31, 2010 : 0,05).
Resources Available for Profit Distribution:
The Group has in its legals books a profit for the period of TL 741.168.822 (31 December 2010: TL 208.385.624) and other
reserves of TL 420.504.827 (31 December 2010: TL 254.438.827) that can be utilized for profit distribution.
c) Retained Earnings
Details of the retained earnings is as follows:
Retained earnings
Extraordinary reserves
Inflation restatement differences of shareholders’ equity accounts other than
capital and legal reserves
Other reserves
31 December 2011
(584.158.218)
310.559.555
31 December 2010
(95.732.342)
268.796.474
38.728.240
60.743.677
(174.126.746)
38.728.240
4.276.168
216.068.540
d) Non Controlling Interest/ Non Controlling Interest Profit or Loss
The amount of non-controlling interest as of 31 December 2011 is equal to TL 94.668.191 (31 December 2010: TL 68.316.245).
The minority share of TL 11.969.293 on operating results for the period between 1 January – 31 December 2011 has been
presented separately from the net profit for the same period in the accompanying consolidated statements of income (1
January – 31 December 2010: TL 6.575.749).
e) Foreign Currency Translation Difference
Financial statements of each subsidiary of the Group are presented in the currency of the primary economic environment in
which the entities operate (its functional currency). The results and financial position of the each subsidiary are expressed in
TL, which is the functional and presentation currency of the Group. Details and calculation methods of the foreign currency
translation differences are explained in note 2.1.
Movement table of foreign currency translation difference for the period is below:
Opening Balance
Exchange differences arising on translating the net assets of foreign
operations
Foreign currency translation reserve arising from disposal of foreign
operations from consolidation
Closing Balance
100
31 December 2011
31 December 2010
34.938.557
31.362.234
41.708.034
2.336.115
(76.646.591)
-
1.240.208
34.938.557
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
23. SALES AND COST OF SALES
a) Revenue
The detail of operating income is as follows:
Domestic sales
Export sales
Other operating income
Sales returns (-)
Sales Income (net)
1 January
31 December 2011
1.934.192.897
362.043.681
5.844.656
(503.291.291)
1.798.789.943
1 January
31 December 2010
1.646.985.060
275.109.083
9.082.233
(407.657.696)
1.523.518.680
1 January
31 December 2011
(799.893.997)
(109.929.657)
(70.798.684)
(26.796.257)
(5.112.186)
3.010.927
(1.009.519.854)
(425.234.100)
(1.434.753.954)
1 January
31 December 2010
(639.951.179)
(98.698.144)
(53.798.643)
(22.979.401)
673.245
(5.203.582)
(819.957.704)
(377.520.638)
(1.197.478.342)
b) Cost of sales
Raw materials used
Personnel expenses
Production overheads
Depreciation and amortization expenses
Change in work-in-progress inventories
Change in finished goods inventories
Cost of merchandises sold
Cost of trade goods sold
Cost of sales
24. RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SELLING AND DISTRIBUTION EXPENSES, GENERAL
ADMINISTRATIVE EXPENSES
Marketing, selling and distribution expenses
General administrative expenses
Research and development expenses
101
1 January
31 December 2011
1 January
31 December 2010
(251.740.617)
(64.711.487)
(2.689.990)
(319.142.094)
(228.366.829)
(56.675.198)
(1.045.818)
(286.087.845)
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
25. EXPENSES BY NATURE
The detail of operating expenses are as follows;
Research and Development Expenses
Personnel expenses
Materials used
Other
Marketing, Sales and Distribution Expenses
Personnel expenses
Marketing expenses
Other
General Administrative Expenses
Personnel expenses
Operating expenses (*)
Consultancy expenses
Taxes, duties and levies
Other
Total Operating Expenses
(1.224.357)
(903.616)
(13.248)
(548.769)
(2.689.990)
(523.992)
(78.641)
(12.810)
(430.375)
(1.045.818)
(36.306.809)
(170.309.553)
(1.338.506)
(43.785.749)
(251.740.617)
(26.056.799)
(164.155.538)
(1.607.797)
(36.546.695)
(228.366.829)
(25.215.765)
(25.336.448)
(1.923.977)
(362.165)
(1.400.222)
(10.472.910)
(64.711.487)
(18.190.617)
(21.095.821)
(2.267.603)
(279.155)
(3.108.204)
(11.733.798)
(56.675.198)
(319.142.094)
(286.087.845)
(*)
The operating expenses of the Group mainly comprise management support, information technology and administration
expenses reflected by Yıldız Holding.
102
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2011 ANNUAL REPORT
26. OTHER OPERATING INCOME / (EXPENSES)
a) The detail of other operating income is as follows;
Gain on sale of property, plant and equipment
Reversal of provisions
Rent income
Service income
Other ordinary income and profits
45.674.570
880.677
10.706.203
2.068.396
18.211.014
77.540.860
379.788
614.857
7.396.495
3.223.621
17.887.637
29.502.398
b) The detail of other operating expenses is as follows;
Provision expense
Depreciation expense
Previous period taxes paid
Loss on sale of property, plant and equipment
Other expenses
(2.441.184)
(2.427.750)
(2.299.023)
(7.251)
(3.932.388)
(11.107.596)
(323.547)
(496.867)
(7.525.201)
(3.070.978)
(11.416.593)
27. FINANCE INCOME
Gain on sale of financial assets (*)
Dividend income
Foreign exchange gain
Finance income on credit sales
Foreign currency and interest gain from financing
Discount income
Other
(*)
616.301.176
3.920.330
153.427.843
29.386.982
80.692.037
5.977.164
486.675
158.005.893
27.731.180
154.224.722
30.026.206
37.854.614
7.012.953
61.755
890.192.207
414.917.323
TL 609.606.592 of the gain on sale of financial assets comes from the disposal of BİM Birleşik Mağazalar A.Ş.
103
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
28. FINANCE EXPENSES
(59.365.123)
(176.641.886)
(25.045.698)
(6.191.099)
(572)
(1.544.808)
(268.789.186)
Foreign exchange loss
Foreign exchange and interest loss from financing
Finance expense on credit purchases
Discount expense
Loss on disposal of financial assets
Other
(127.846.175)
(77.721.938)
(21.022.475)
(6.371.508)
(569.351)
(1.963.730)
(235.495.177)
29. DEFERRED TAX ASSETS AND LIABILITIES
The Group, accounts deferred tax assets and liabilities for temporary timing differences rooted from differences between
legal financial statements and financial statements prepared in accordance with IFRS. The differences in question are caused
generally by the fact that some profit and loss accounts come up in different periods in legal financial statements and financial
statements prepared in accordance with IFRS. These differences is specified below.
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, deferred
tax positions of the firms with deferred tax assets is netted against those with deferred tax liabilities and reflected on a separateentity basis.
The rate applied in the calculation of deferred tax assets and liabilities is 20% (2010: 20%).
Deferred tax bases
Deferred tax (assets)
31 December
31December
2011
2010
Indexation and useful life differences of
tangible and intangible assets
Financial instruments valuation differences
Profit margin elimination on inventory
Discount of trade receivables / payables (net)
Allowance for employee benefits
Previous year losses
Provision for lawsuits
Other
36.454.298
890.935
(13.101.545)
(1.063.232)
(6.574.619)
(3.321.427)
(75.175.466)
(266.539)
(23.526.647)
(85.684.242)
575.060
(110.312.920)
(447.280)
(970.030)
(225.515)
(8.189.410)
(1.886.175)
(121.456.270)
104
Deferred tax liabilities
31 December
31December
2011
2010
107.916.830
71.790.960
1.093.626
(12.292.245)
(193.165)
(18.448.895)
(1.605.735)
(3.045.783)
(5.143.211)
140.072.382
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
98.688.780
698.791.060
(5.349.442)
1.159.515
(7.501.150)
(662.880)
(2.305.769)
(6.287.769)
(4.984.605)
771.547.740
Deferred tax (asset) / liabilities
Deferred tax (assets)
31 December
31December
2011
2010
Indexation and useful life differences of
tangible and intangible assets
Financial instruments valuation differences
Profit margin elimination on inventory
Discount of trade receivables / payables (net)
Allowance for employee benefits
Previous year losses
Provision for lawsuits
Derivative financial liabilites
Other
7.290.860
44.547
(2.620.309)
(212.646)
(1.314.925)
(664.286)
(15.035.093)
(53.309)
(4.571.688)
(17.136.849)
115.012
(5.501.586)
(89.456)
(194.006)
(45.103)
(1.637.882)
(377.235)
(7.730.256)
Deferred tax liabilities
31 December
31December
2011
2010
21.583.367
3.589.548
218.723
(2.458.449)
(38.633)
(3.689.779)
(321.147)
(609.157)
(1.028.641)
17.245.832
1 January –
31 December 2011
41.760.635
(15.474.605)
(28.458.085)
(509.048)
2.790.086
108.983
Movement of Deferred Tax Liabilities
Opening balance
Acquisitions of subsidiaries
Taxes netted against funds recognised under equity
Mergers
Deferred tax expense / (income)
19.737.756
34.939.553
(1.069.888)
231.903
(1.500.230)
(132.576)
(461.154)
(1.257.554)
(996.919)
49.490.891
1 January –
31 December 2010
39.838.823
8.614.018
(1.620.543)
(5.071.663)
41.760.635
The Group calculated deferred tax assets of TL 93.624.361 (December 31, 2010: TL 8.189.410) for deductable financial losses in
the consolidated financial statements for the year then ended December 31, 2011. The maturities of these losses are as follows:
2013
2014
2015
2016
31 December 2011
31 December 2010
31.263.200
1.224.677
33.077.851
28.058.633
93.624.361
1.555.759
1.581.760
5.051.891
8.189.410
Corporate Tax
The Company and its Turkish subsidiaries are subject to Turkish corporate taxes. Provision is made in the accompanying
financial statements for the estimated charge based on the Group’s results for the period.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding
back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and
investment incentives utilized.
The effective tax rate in 31 December 2011 is 20% (31 December 2010: 20%).
105
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate is 20% in 2011 (31 December
2010: 20%).
Losses are allowed to be carried 5 years maximum to be deducted from the taxable profit of the following years. However,
losses incurred cannot be deducted from the prior years’ profit retroactively.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns
between 1-25 April following the close of the accounting year to which they relate. The companies with special accounting
periods, file their tax returns between 1st-25th of fourth month after fiscal year end. Tax authorities may, however, examine such
returns and the underlying accounting records and may revise assessments within five years.
Income witholding tax
In addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on any
dividends distributed, except for resident companies in Turkey which include this dividend income in their taxable profit for the
related period and Turkish branches of foreign companies. The rate of income withholding tax is 10% starting from 24 April 2003.
This rate was changed to 15% with the resolution of council of ministers on 23 July 2006. Undistributed dividends incorporated
in share capital are not subject to income withholding taxes.
Since the Group did not assume any investment incentives, it has used 20% corporate tax rate.
Provision for taxation as of 31 December 2011 and 2010 are as follows:
Current year corporate tax provision
Prepaid taxes and funds
Taxation in the balance sheet
Current year tax provision
Deferred tax (loss) / income
Taxation in the statement of income
106
31 December 2011
31 December 2010
(48.245.534)
40.303.071
(7.942.463)
(37.373.545)
17.571.302
(19.802.243)
31 December 2011
31 December 2010
48.245.534
2.790.086
51.035.620
37.373.545
(5.071.663)
32.301.882
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
The reconciliation of taxation as of 31 December 2011 and 2010 are as follows:
1 January –
31 December 2011
1 January –
31 December 2010
720.026.927
223.724.460
20%
20%
Expected taxation
144.005.385
44.744.892
Tax effects of:
-Non-deductible expenses
-Dividends and other non-taxable income
-Non-deductible other gains / (losses)
-Consolidation adjustments
Taxation in the statement of income
15.516.049
(117.410.330)
3.483.842
5.440.674
51.035.620
2.856.260
(17.357.892)
(1.086.863)
3.145.485
32.301.882
Reconciliation of taxation
Profit before tax
Effective tax rate
30. EARNINGS PER SHARE
A summary of the Group’s weighted average number of shares outstanding as of 31 December 2011 and 2010 and computation
of earnings per share set out here as follows:
Weighted average number of common stock outstanding
Net profit
Basic Earnings Per Share (1 TL par value each)
1 January –
31 December 2011
1 January –
31 December 2010
26.860.000.000
657.022.014
2,45
26.860.000.000
184.846.829
0,69
31 December 2011
293.919.815
582.308.728
876.228.543
31 December 2010
144.696.851
317.961.978
462.658.829
31. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a) The detail of receivables from related parties is as follows:
Trade receivables
Non-trade receivables
Trade receivables from retaled parties are mainly composed of sales transactions and approximate maturity is 2 months. Nontrade receivables are loans given to related parties, and interest is received as quarterly based on effective market interest rate.
The interest rate used in 31 December 2011 is 11,5% for TL, 5,5% for foreign currencies (31 December 2010: 8,75% for TL , 4% for
foreign currencies).
107
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
The detail of trade and non-trade receivables is as follows:
31 December 2011
Trade
Non-Trade
Principle Shareholders
Other Companies Controlled by the
Pasifik Tük. Ürün. Satış ve Ticaret A.Ş.
Önem Gıda San. ve Tic. A.Ş.
Teközel Gıda T.Sağ. Mrk. Hiz. San. Tic. A.Ş.
Hamle Company Ltd. (Kazakhstan)
Hüner Pazarlama San. ve Tic. A.Ş.
Merkez Gıda Pazarlama San. ve Tic. A.Ş.
Esas Pazarlama ve Tic. A.Ş.
Hero Gıda Sanayi ve Ticaret A.Ş.
GF Lovell
KBF Limited
Bizim Toptan Satış Mağazaları A.Ş.
Yeni Çikolatalı Mamuller Gıda San. ve Tic A.Ş.
AGS Anadolu Gıda San. Tic. A.Ş.
Atlantik Gıda Pazarlama ve Tic. A.Ş.
Ülker Çikolata Sanayi A.Ş.
UG Food Private Ltd
Other
31 December 2010
Trade
Non-Trade
-
406.335.987
213.898
307.472.101
136.230.960
58.103.429
25.992.735
15.795.212
13.754.578
11.934.122
11.112.400
5.387.380
4.667.165
3.317.740
1.178.255
90.399
6.355.440
293.919.815
124.899.409
13.429.334
28.906.466
8.737.532
582.308.728
53.094.401
67.625
13.844.009
11.831.490
2.533.900
8.330.880
7.380.727
5.509.261
2.307.292
2.189.089
1.757.407
10.864.364
10.463.246
2.953.959
96.848
11.258.455
144.696.851
10.057.399
432.478
317.961.978
b) The detail of payables to related parties is as follows:
Payables to related parties are due to purchases and approximately matured in 2 months.
31 December 2011
212.654.232
4.391.368
217.045.600
Trade payables
Non-trade payables
108
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
31 December 2010
173.290.148
23.520.266
196.810.414
The detail of trade and non-trade payables is as follows:
31 December 2011
Trade
Non-Trade
Other Companies Controlled by the
Besler Gıda ve Kimya San. Tic. A.Ş.
SCA Yıldız Kağıt ve Kişisel Bakım Üretim A.Ş.
Hero Gıda Sanayi ve Ticaret A.Ş.
Polinas Plastik San. Tic. A.Ş.
Ak Gıda San. ve Tic. A.Ş.
Örgen Gıda San. ve Tic. A.Ş.
Pendik Nişasta Sanayi A.Ş
Fresh Cake Gıda San.ve Tic.A.Ş.
Öncü Pazarlama ve Ticaret A.Ş. (*)
AGS Anadolu Gıda San. Tic. A.Ş.
Atlantik Gıda Paz. ve Tic. A.Ş.
Other
31 December 2010
Trade
Non-Trade
-
-
4.585.248
22.916.659
98.461.532
59.596.861
14.369.044
10.283.171
8.525.270
5.116.908
3.250.384
1.961.620
11.089.442
212.654.232
4.391.368
4.391.368
6.009.343
41.564.854
1.337.455
3.038.688
2.266.154
8.032.219
905.317
437.975
68.674.077
10.834.803
9.732.694
4.134.549
1.489.669
10.247.103
173.290.148
603.607
23.520.266
(*)
As of November 30, 2011 Öncü Pazarlama ve Ticaret A.Ş. and Yıldız Holding A.Ş. merged under the Parent Company Yıldız
Holding A.Ş.
109
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
c) The detail of purchases from and sales to related parties is as follows:
1 January– 31 December 2011
Purchases
Sales
Other Companies Controlled by the Principle
Shareholders
Besler Gıda ve Kimya San. ve Tic. A.Ş.
Fresh Cake Gıda San. ve Tic. A.Ş.(**)
Hero Gıda San. ve Tic. A.Ş.
SCA Yıldız Kağıt ve Kişisel Bakım Üretim A.Ş.
AGS Anadolu Gıda San. Tic. A.Ş.(***)
Örgen Gıda San. ve Tic. A.Ş.
Ülker Çikolata Sanayi A.Ş.(****)
Polinas Plastik San. Tic. A.Ş.
Pendik Nişasta San. A.Ş.
Bellini Gıda San. A.Ş.
Baycan Çiklet ve Gıda San. A.Ş.
Farmamak Amb Mad. ve Amb Mak. A.Ş.
Esas Pazarlama ve Tic. A.Ş.
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş.
Bizim Toptan Satış Mağazaları A.Ş.
Merkez Gıda Paz. San. Tic. A.Ş.
Teközel Gıda Tem. Sağ. Mark. Hizm. A.Ş.
Hüner Pazarlama San. ve Tic. A.Ş.
Della Gıda San. ve Tic. A.Ş.
Marsan Gıda San. Tic. A.Ş.
Mondi Tire Kutsan Kağıt ve Amb. San. A.Ş. (*)
Other
200.272.080
164.900.752
119.610.169
55.347.636
38.987.925
38.164.337
25.388.039
23.751.355
20.876.626
17.488.130
11.997.754
756.219
597.392
450.780
443.381
104.293
50.531
73
74.992.731
794.180.203
53.921.945
1.812.308
5.438.783
35.137.824
6.714.862
89.188
10.016.999
170.836
243.556
48.515.960
29.855
49.110.171
229.234.840
2.938.912
44.457.278
72.164.412
37.694.009
35.813.998
633.505.736
1 January– 31 December 2010
Purchases
Sales
90.150.059
104.611.388
107.947.128
32.922.374
7.910.972
34.126.249
11.159.235
18.231.205
67.977.041
13.417.351
12.755.575
3.604.341
4.901.750
531.749
25.000
6.376.585
3.689.977
6.985.436
527.323.415
4.945.967
3.831.848
8.516.316
37.554.900
618.108
21.721.899
16.494.308
2.159.729
1.151.740
2.322
3.080
50.111.173
174.392.204
6.568.828
49.990.076
64.687.946
3.453.867
168.485
27.108.118
1.535.943
900.963
475.917.820
Other than those described above, as of 31 December 2011, the Group has financial leasing payables of TL 8.304.049 (2010: TL
2.069.322) to Fon Finansal Kiralama A.Ş.
The Group mainly acquires raw materials from Besler Gıda ve Kimya Sanayi ve Ticaret A.Ş, which produces vegetable oil and
margarine, Önem Gıda San. ve Tic. A.Ş, Pendik Nişasta San. A.Ş and Ak Gıda Sanayi ve Tic. A.Ş. The Group sells its products
mainly to three companies which are conducts sales and distribution operations of the Group. These firms are Esas Pazarlama
Ve Ticaret A.Ş., Atlantik Gıda Pazarlama ve Tic. A.Ş, Pasifik Tük. Ürün. Satış Ve Ticaret A.Ş.
(*)
Since its shares held by the Group were sold on the beginning of October, Mondi Tire Kutsan Kağıt ve Amb. San. A.Ş. (its
previous title: Tire Kutsan Oluklu Muk. A.Ş.) was removed from the related parties and only information regarding first nine
months of 2010 was presented in the notes.
(**)
On December 30, 2011, Fresh Cake Gıda San. ve Tic. A.Ş. merged with the Company via acquisition and the purchases and the
sales prior to the acquisition were included in 2011.
(***)
On December 30, 2011, AGS Anadolu Gıda San. Tic. A.Ş merged with Biskot Bisküvi Gıda San.ve Tic. A.Ş. via acquisition and the
purchases and the sales prior to the acquisition were included in 2011.
(****)
On September 26, 2011, the Company purchased a 91,67% stake in Ülker Çikolata Sanayi A.Ş. and as of the acquisition
date Ülker Çikolata Sanayi A.Ş. has been included in consolidation process. Purchases and sales numbers of 2011 reflect the
transactions prior to the acquisition.
110
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
d) The detail of income and expenses pertaining to interest, rent and services arising from transactions with related parties is as
follows:
For the twelve month period ended on 31 December 2011;
Other Companies Controlled
by Principle Shareholders
Hero Gıda Sanayi ve Tic. A.Ş.
Pendik Nişasta Sanayi ve Tic. A.Ş.
SCA Yıldız Kağıt ve Kişisel Bakım
Üretim A.Ş.
Fresh Cake Gıda San. ve Tic.
A.Ş.(*)
FFK- Fon Finansal Kiralama A.Ş.
Öncü İletişim Pazarlama Yapım
ve Tic. A.Ş.
Pasifik Tüketim Ürünleri Satış ve
Tic. A.Ş.
Teközel Gıda Tem. Sağ. Mark.
Hizm. A.Ş.
Ülker Çikolata Sanayi A.Ş.(**)
Diğer
Interest
Income
Interest
Expense
Rent
Income
Rent
Expense
Service
Income
Service
Expense
50.095.840
(2.485.260)
136.902
(4.083.842)
146.568
(37.078.217)
-
-
-
-
2.517.777
27.785
(683.534)
(12.902)
-
-
-
-
7.435.955
-
(170.612)
8.222
(483.549)
3.360.000
65.980
-
(8.862)
-
1.784.446
18.538
61.837
-
(346.973)
(607.752)
(44)
-
-
74.548
(180.838)
916.021
(41.770.976)
-
-
32.380
-
1.478.501
(1.278.169)
2.150.741
52.254.803
(348.110)
(3.316.919)
549.548
1.789.181
6.008.539
(5.952)
(924.396)
(5.203.890)
9.511
(116.487)
531.951
(1.158.118)
4.032.088
(6.699.015)
18.960.978 (89.922.799)
(*)
On December 30, 2011, Fresh Cake Gıda San. ve Tic. A.Ş. merged with the Company via acquisition and the purchases and the
sales prior to the acquisition were included in 2011.
(**)
On September 26, 2011, the Company purchased a 91,67% stake in Ülker Çikolata Sanayi A.Ş.and as of the acquisition
date Ülker Çikolata Sanayi A.Ş. has been included in concolidation process. Purchases and sales numbers of 2011 reflect the
transactions prior to the acquisition.
111
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
For the twelve month period ended on 31 December 2010;
Joint Ventures
Hero Gıda Sanayi ve Tic. A.Ş.
Pendik Nişasta Sanayi ve Tic. A.Ş.
Other Companies Controlled by
Başak Sağ. ve Eğt. Hizm. San. Tic. A.Ş.
Datateknik Bilg. Sist. Tic. San. A.Ş.
FFK- Fon Finansal Kiralama A.Ş.
Netlog Lojistik Hizmetleri A.Ş.(*)
Öncü İletişim Pazarlama Yapım ve
Tic. A.Ş.
Pasifik Tüketim Ürünleri Satış ve Tic.
A.Ş.
Teközel Gıda Tem. Sağ. Mark. Hizm.
A.Ş.
Marsan Gıda San. Tic. A.Ş.
Other
Interest
Income
Interest
Expense
37.521.685
(2.874.961)
Rent
Income
Rent
Expense
Service
Income
Service
Expense
145.384 (2.900.376)
86.059
(23.241.641)
-
928
-
-
373.873
102.432
(1.756.718)
(214)
237.216
1.625.100
91.004
-
(695.915)
-
74.183
1.247.414
(62.395)
84.071
419
107.334
82.729
(320.584)
(6.291)
(123.402)
(16.011)
(21.384)
(424)
(8.266.069)
458
-
124.443
(526.626)
1.314.981
(64.093.364)
-
-
28.130
(1.230)
1.678.914
(1.068.918)
(7.201)
(849)
557.733
479.736
(5.520)
734.156
(451.643)
- (2.681.908)
1.121.074
(31.623)
1.683.682
(492.248)
41.888.426 (4.061.343) 3.783.900 (6.671.152)
4.409
(63.876)
374.631
(745.965)
179.126
(725.715)
1.090.373
(4.283.412)
5.479.351 (104.733.988)
(*)
Since its shares held by the Group were sold in March 2010, Netlog Lojistik Hizmetleri A.Ş was removed from the related
parties and only information regarding first three months of 2010 was presented in the notes.
e) Benefits provided to board members and key management personnel:
BOD Members
Senior management
1.246.442
9.573.287
10.819.729
438.872
4.639.045
5.077.917
f) There are no guarantees, commitments and advances given in favour of related parties in current period (2010: TL 1.414.578).
The related note references of the transactions with related parties under common control are explained under the equity
movement statement.
112
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
32. NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
Additional Information on Financial Instruments
(a) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing
the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 8, cash and cash
equivalents disclosed in note 6 and equity attributable to equity holders of the parent, comprising issued capital, reserves and
retained earnings as disclosed in note 22.
The management of the Group considers the cost of capital and the risks associated with each class of capital. The
management of the Group aims to balance its overall capital structure through the payment of dividends, new share issues and
the issue of new debt or the redemption of existing debt.
The Group controls its capital with the liability / total capital ratio.Net liability is divided by total capital in this ratio. Cash and
cash equivalents are substracted from total loans to calculate the net liability. The shareholder’s equity is added to net liabilties
to calculate the total capital.
Net liability / Total capital ratio as of 31 December 2011 and 2010 is as follows;
Total financial liabilities
Negative: Cash & cash equivalents
Net liabilities
Total shareholder’s equity
Total capital
31 December 2011
31 December 2010
1.034.350.268
(401.701.955)
632.648.313
1.002.582.500
1.635.230.813
959.387.439
(616.600.133)
342.787.306
1.458.891.511
1.801.678.817
%39
%19
Net Liability/Total Capital Ratio
b) Financial Risk Factors
The risks of the Group, resulted from operations, include market risk (including currency risk, fair value interest rate risk and price
risk), credit risk, liquidity risk and cash flow interest rate risk. The Group’s risk management program generally seeks to minimize
the effects of uncertainty in financial market on financial performance of the Group.
Risk management is implemented by finance department according to the policies approved by Board of Directors. The
Group’s finance department provides services to the business, co-ordinates access to domestic and international financial
markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which
analyses exposures by degree and magnitude of risks. The written procedures are formed by Board of Directors to manage the
foreign currency risk, interest risk, credit risk, use of derivative and non-derivative financial instruments and the assessment of
excess liquidity.
113
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2011 ANNUAL REPORT
(b-1) Credit Risk Management
Receivables
Credit Risk of Financial Instruments
31 December 2011
Maximum net credit risk as of balance
sheet date (*)
- The part of maximum risk under
guarantee with collateral etc. (**)
A. Net book value of financial assets that
are neither past due nor impaired
B. Net book value of financial assets
that are renegotiated, if not that will be
accepted as past due or impaired
C. Carrying value of financial assets that
are past due but not impaired
- The part under guarantee with collateral
etc.
D. Net book value of impaired assets
- Past due (gross carrying amount)
- Impairment (-)
- The part of net value under guarantee
with collateral etc.
- Not past due (gross carrying amount)
- Impairment (-)
- The part of net value under guarantee
with collateral etc.
E. Off-balance sheet items with credit risk
(*)
(**)
Trade Receivables
Related
party
Third party
Related
party
Other Receivables
Deposits in
Third party
Bank
293.919.815
289.299.701
582.308.728
12.540.863
401.123.100
-
120.560.499
-
-
-
291.858.026
287.035.542
582.308.728
12.540.863
401.123.100
-
-
-
-
-
2.061.789
1.249.511
-
-
-
-
803.251
1.014.648
5.178.839
(4.164.191)
-
-
-
-
1.014.648
-
-
-
-
-
-
-
-
-
-
-
-
-
Items that increase the credit reliability, such as; letter of guarantees received, are not taken into account in the calculation.
Guarantees include letter of guarantees, gurantee notes and mortgages.
114
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Receivables
Credit Risk of Financial Instruments
31 December 2011
Maximum net credit risk as of balance sheet
date (*)
- The part of maximum risk under guarantee
with collateral etc. (**)
A. Net book value of financial assets that are
neither past due nor impaired
B. Net book value of financial assets that are
renegotiated, if not that will be accepted as
past due or impaired
C. Carrying value of financial assets that are
past due but not impaired
- The part under guarantee with collateral etc.
D. Net book value of impaired assets
- Past due (gross carrying amount)
- Impairment (-)
- The part of net value under guarantee with
collateral etc.
- Not past due (gross carrying amount)
- Impairment (-)
- The part of net value under guarantee with
collateral etc.
E. Off-balance sheet items with credit risk
(*)
Trade Receivables
Other Receivables
Related party
Third party
Related
party
Third party
Deposits in
Bank
144.696.851
205.875.845
317.961.978
29.691.052
611.926.483
-
81.710.442
-
-
-
138.591.964
200.960.341
317.961.978
29.691.052
611.926.483
-
-
-
-
-
6.104.887
4.636.010
-
-
-
-
1.342.561
-
-
-
-
279.494
-
-
-
-
3.163.550
-
-
-
-
(2.884.056)
-
-
-
-
279.494
-
-
-
-
-
-
-
-
-
-
-
-
-
Items that increase the credit reliability, such as; letter of guarantees received, are not taken into account in the calculation.
Guarantees include letter of guarantees, guarantee notes and mortgages.
(**)
115
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Aging of the past due receivables are as follows:
31 December 2011
Past due 1-30 days
Past due 1-3 months
Past due 3-12 months
Past due 1-5 years
Past due more than 5 years
Total past due receivables
The part under guarantee with collateral
31 December 2010
Past due 1-30 days
Past due 1-3 months
Past due 3-12 months
Past due 1-5 years
Past due more than 5 years
Total past due receivables
The part under guarantee with collateral
Trade Receivables
3.178.256
29.254
103.790
3.311.300
803.251
Receivables
Other Receivables
-
Total
3.178.256
29.254
103.790
3.311.300
803.251
Trade Receivables
3.574.626
90.677
2.704.715
4.370.879
10.740.897
1.342.561
Receivables
Other Receivables
-
Total
3.574.626
90.677
2.704.715
4.370.879
10.740.897
1.342.561
Collaterals held for the trade receivables that are past due but not impaired as of balance sheet date are as follows:
Guarantees Received
Collaterals
Other
31 December 2011
Fair Value
31 December 2010
Fair Value
539.972
5.081
258.198
803.251
1.342.561
1.342.561
Collaterals held for the trade receivables that are past due and impaired as of balance sheet date are as follows:
31 December 2011
Fair Value
1.014.648
Guarantees Received
31 December 2010
Fair Value
279.494
When one part of the financial instrument does not fulfill its obligations, that results in a financial loss risk to the Group and that
risk is defined as credit risk. Group’s credit risk is basically related to its trade receivables.The balance shown in the balance
sheet is the net amount that is obtained when doubtful receivables are written off according to the Group management’s
previous experiences and current economic conditions. Group’s non-trade receivables from related parties are mostly due to
Yıldız Holding.
116
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
b.2) Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The
funding risk of the current and prospective debt demands is managed by maintaining the availability of lenders with high quality
and in sufficient number.
Liquidity risk charts
The following table presents the maturity of Group’s non-derivative financial liabilities. The table includes both interest and
principal cash flows.
Contractual Maturity Analysis
December, 31 2011
Total cash
outflow
according
to contract
(I+II+III)
Less than 3
months (I)
1.004.639.906 1.033.733.147
29.710.362
31.637.086
420.659.673
427.109.419
12.560.837
12.631.403
1.467.570.778 1.505.111.055
147.877.967
5.316.058
389.074.584
9.035.980
551.304.589
Carrying
value
Total cash
outflow
according
to contract
(I+II+III)
Less than 3
months (I)
3.045.783
3.045.783
3.045.783
3.045.783
-
Total cash
outflow
according
to contract
(I+II+III)
Less than 3
months (I)
951.645.589 972.309.047
7.741.850
8.363.532
265.638.672
277.634.138
24.242.119
24.808.669
1.249.268.230 1.283.115.386
132.240.461
1.199.741
276.501.501
8.928.408
418.870.111
Carrying
value
3-12
months (II) 1-5 years (III)
Non-derivative financial liabilities
Bank borrowings
Financial lease liabilities
Trade payables
Total liabilities
December, 31 2011
620.755.687
12.923.214
35.857.985
3.595.423
673.132.309
265.099.493
13.397.814
2.176.850
280.674.157
3-12
Total liabilities
-
3.045.783
3.045.783
The expected maturities are same as the maturities per contracts.
December, 31 2010
Carrying
value
3-12
Non-derivative financial liabilities
Bank borrowings
Financial lease liabilities
Trade payables
Total liabilities
117
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
318.061.236
3.931.480
15.880.261
337.872.977
522.007.350
3.232.311
1.132.637
526.372.298
b.2) Liquidity risk management
The expected maturities are same as the maturities per contracts.
December, 31 2010
Carrying
value
Total cash
outflow
according
to contract
(I+II+III)
Less than 3
months (I)
6.287.769
6.287.769
6.287.769
6.287.769
-
3-12
Total liabilities
-
6.287.769
6.287.769
(b) -3 Market risk management
The Group, is subject to financial risks related with the fx rates ((b) -3.1) and interest rates ((b) -3.2).
Market risk management is also measured by sensitivity analysis.
In the current year, the Group’s market risk management method or its market risk exposure have not changed when compared
to prior year.
(b) -3.1 Foreign currency risk management
Transactions in foreign currencies expose the Group to foreign currency risk.
This risk mainly arises from fluctuation of foreign currency used in conversion of foreign assets and liabilities into Turkish Lira.
Foreign currency risk arises as a result of trading transactions in the future and the difference between the assets and liabilities
recognized. In this regard, the Group manages this risk with a method of netting foreign currency denominated assets and
liabilities. The management reviews the foreign currency open position and provide measures when needed.
The Group is mainly exposed to foreign currency risk in USD, EUR, GBP, CHF and DKK.
118
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
The foreign currency denominated assets and liabilities of monetary and non-monetary items are as follows:
31 December 2011
1. Trade Receivables
2a. Monetary Financial Assets
2b. Non-Monetary Financial
Assets
3. Other
4. CURRENT ASSETS
6b. Non-Monetary Financial
Assets
7. Other
8. NON-CURRENT ASSETS
9. TOTAL ASSETS
10. Trade Payables
11. Financial Liabilities
12a. Other Monetary Financial
Liabilities
12b. Other Non-Monetary
13. CURRENT LIABILITIES
14. Trade Payables
16a. Other Monetary Financial
Liabilities
16b. Other Non-Monetary
17. NON-CURRENT
LIABILITIES
18. TOTAL LIABILITIES
19. Net foreign currency
liability position
20. Net foreign currency
asset / liability position
of monetary items
(1+2+5+6a-10-11-12a-1415-16a)
TL Equivalent as
of 31 December
2011
73.347.739
601.000.516
USD
30.375.570
312.454.602
EUR
5.966.763
4.341.405
CHF
12.040
GBP
476.431
58.688
DKK
145
3.411.981
6.067.006
683.827.242
36.750
1.806.332
2.582.963
347.219.467
12.900
483.357
10.791.525
5.067
12.040
-
2.338
537.457
-
145
-
577.989
614.739
19.608
32.508
154.861
159.928
81.000
81.000
-
-
684.441.981
347.251.975
10.951.453
93.040
537.457
145
33.079.232
763.575.016
15.464.709
397.300.199
1.390.418
5.366.507
62.830
-
117.926
-
-
15.178.160
8.025.922
-
8.970
-
-
6.872.517
818.704.925
270.155.215
3.489.621
424.280.451
137.047.274
113.201
6.870.126
4.618.471
71.800
-
1.485
119.411
-
-
-
-
-
-
-
-
-
-
-
-
-
-
270.155.215
137.047.274
4.618.471
-
-
-
1.088.860.140
561.327.725
11.488.597
71.800
119.411
-
(404.418.159)
(214.075.750)
(537.144)
21.240
418.046
145
(407.602.618)
(214.995.032)
(1.062.161)
(59.760)
417.193
145
119
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
31 December 2010
TL Equivalent as
of 31 December
2010
61.227.041
687.526.124
2.283.649
8.716.891
759.753.705
19.943
1.906.734
1.926.677
USD
28.739.255
424.565.973
1.477.134
4.881.829
459.664.191
12.900
152.049
164.949
EUR
7.902.107
15.090.440
570.779
23.563.326
815.805
815.805
GBP
252.845
94.327
347.172
-
9. TOTAL ASSETS
761.680.382
459.829.140
24.379.131
347.172
10. Trade Payables
12a. Other Monetary Financial Liabilities
12b. Other Non-Monetary Financial Liabilities
13. CURRENT LIABILITIES
14. Trade Payables
16a. Other Monetary Financial Liabilities
16b. Other Non-Monetary Financial Liabilities
17. NON-CURRENT LIABILITIES
9.147.931
466.800.065
1.837.159
5.153.965
482.939.120
488.095.615
488.095.615
4.182.752
283.093.393
905.263
3.122.128
291.303.536
314.347.635
314.347.635
1.306.416
14.219.745
213.568
157.695
15.897.424
1.031.756
1.031.756
1.850
1.684
3.534
-
18. TOTAL LIABILITIES
971.034.735
605.651.171
16.929.180
3.534
(209.354.353)
(145.822.031)
7.449.951
343.638
(217.107.662)
(149.210.915)
6.221.062
345.322
2b. Non-Monetary Financial Assets
3. Other
4. CURRENT ASSETS
6b. Non-Monetary Financial Assets
7. Other
8. NON-CURRENT ASSETS
19. Net foreign currency liability position
20. Net foreign currency asset / liability
position of monetary items
(1+2a+5+6a-10-11-12a-14-15-16a)
120
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
The Group’s import and export totals for the twelve month periods are presented below:
Total exports
362.043.681
275.109.083
Total imports
41.350.737
31.420.094
Foreign currency sensitivity
The Group is exposed to foreign exchange risk arising primarily from USD and EUR .In the table below, the foreign currency
sensitivity of the Company arrising from 10% change in US dolar and EUR rates. 10% is the rate used when reporting to senior
management of the Company. This rate is the anticipated rate change of the Company’s senior management. Sensitivity
analysis includes only the monetary items in foreign currency at year end and shows the effect of 10% increase in USD and in
EUR foreign currency rates. Negative value implies the effect of 10% increase in USD and in EUR foreign currency rates against TL
on the decrease in the net profit.
31 December 2011
31 December 2010
Income / Expense
Income / Expense
Appreciation of Depreciation of Appreciation of Depreciation of
foreign currency foreign currency foreign currency foreign currency
If US Dollar appreciated against TL by 10%
1-US Dollar net asset / liability
2-Part of hedged from US Dollar risk (-)
3-US Dollar net effect (1 +2)
If Euro appreciated against TL by 10%
4-Euro net asset / liability
5-Part of hedged from Euro risk (-)
6-Euro net effect (4 +5)
Total (3+6)
(40.610.412)
40.610.412
(23.068.007)
23.068.007
(40.610.412)
40.610.412
(23.068.007)
23.068.007
(259.571)
259.571
1.274.758
(1.274.758)
(259.571)
259.571
1.274.758
(1.274.758)
(40.869.982)
40.869.982
(21.793.250)
21.793.250
(b) -3.2 Interest risk management
Financial liabilities based on fixed and floating interest rates expose the Company to interest rate risk. The related risk is
controlled by interest rate swap agreements and floating interest rate agreements by balancing the fixed and floating intrest rate
borrowings. Risk strategies are reviewed periodically considering the interest rate expectations and predetermined interest risks;
which aims to establish optimum interest risk management regarding the balance sheet position and the interest expenses.
121
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Interest rate swaps
The notional amount of the interest rate swap contract the Group entered into as of 31 December 2011 is USD 93 Million. The
swap including the term beginning September 15, 2008, through March 13, 2013 fixed the interest rate for 2,48%.
Interest rate sensitivity
Sensitivity analysis is determined based on the interest rate risk that the non-derivative instruments exposed to on the
balance sheet date and is kept fixed during the reporting period. The Company management expects a fluctuation of 1% in
Euribor interest rates. 1% increase or decrease is used in reporting the interest rate risk to the key management personnel and
represents management’s assessment of the reasonably possible change in interest rates.
On the reporting date if Euribor/Libor interest rates had been 1% higher/lower and all other variables were held constant:
Net income of the Company would have been decreased by TL 2.339.997 (31 December 2010 net profit would have been
decreased by TL 3.351.127). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.
The Group’s net profit after interest rate swap for the current period would have been decreased by TL 2.309.539 (2010: TL
3.288.249). In case of 1% decrease in Euribor interest rate, the net profit of the company for the current period would have
increased with the same rate. Net income of the Company would have increased by some amount, if Euribor interest rates had
been 1% lower.
The financial instruments that are sensitive to interest rate are as follows:
Interest Position Table
31 December
2011
31 December
2010
Fixed interest rate financial instruments
Financial assets
Cash and Cash Equivalents
Other Receivables
385.392.532
12.540.863
603.644.688
1.953.229
Financial liabilities
Loans
Leasing Liabilities
Other Payables
192.722.850
29.710.362
8.169.469
295.934.515
6.184.138
698.402
582.308.728
-
317.961.978
27.737.823
811.917.056
4.391.368
-
655.711.074
23.520.266
1.557.712
23.451
Floating interest rate financial instruments
Financial Assets
Non-trade Receivables from related parties
Other Receivables
Loans (*)
Non-trade Payables to related parties
Leasing Liabilities
Other Payables
(*)
A portion of USD 93 million of financial liabilities is fixed through interest rate swap.
122
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
(b) -3.3 Price risk
The Group is exposed to price risk due to the fluctuations in exchange rate and interest rate. The investigation on market
information is examined and followed through appropriate valuation method regarding price risk by the Group. In current year,
there has not been any changes compared to prior year in the market risk that the Group is exposed to or the administration or
calculation methods of these risks.
(b) -3.4 Equity investments price sensitivity
The sensitivity analysis presented below has been prepared based on the equity investments price risks exposed.
As of reporting date, assuming that all other variables are held constant and when the values used in the valuation method
increase/decrease by 10%:
As of 31 December 2011, as long as the equity investment are classified as available for sale and not disposed of or they are not
impaired the net profit/loss will not be effected.
The other funds in the shareholders’ equity will increase/decrease by TL 1.772.537 (2010: incerase/decrease of TL 63.582.309).
This situation is the result of the changes in the fair value of available for sale securities.
123
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
124
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
(*)
-
278.656.566
1.034.350.268
208.005.441
217.045.600
-
-
205.875.845
462.658.829
14.944
-
616.600.133
-
-
818.837.650
959.387.439
92.348.524
196.810.414
-
-
Financial
Loans and Available for sale
liabilities at
receivables
financial assets amortized cost
-
-
Financial assets
at amortized
cost
289.299.701
876.228.543
379.184
401.701.955
-
Financial
Loans and Available for sale
liabilities at
receivables
financial assets amortized cost
The Group management believes that the carrying values of the financial assets reflect their fair values.
31 December 2010
Financial assets
Trade receivables
Due from related parties
Other financial assets
Trade payables
Due to related parties
31 December 2011
Financial assets
Trade receivables
Due from related parties
Other financial assets
Trade payables
Due to related parties
Financial assets
at amortized
cost
Categories and fair values of financial instruments:
39. FINANCIAL INSTRUMENTS
6.287.769
959.387.439
92.348.524
196.810.414
6.287.769
616.600.133
205.875.845
462.658.829
818.852.594
Carrying value
Fair value
difference
recognized in
income statement
-
1.034.350.268
208.005.441
217.045.600
3.045.783
401.701.955
289.299.701
876.228.543
279.035.750
Carrying value
3.045.783
-
Fair value
difference
recognized in
income statement
8
10
31
9
6
10
31
7
Notes
8
10
31
9
6
10
31
7
Notes
Derivative Financial Instruments
The Group entered into interest rate swap agreement to control part of its borrowings by replacing floating interest rate with
fixed interest rate swaps. Floating interest rate of the loan is hedged by the result of the change in six month Libor interest. The
notional value of the swap contract is USD 93.000.000. As of December 31, 2011, expected fair value of the swap contract was
around TL 3.045.783 (2010:TL 6.287.769).
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
;^ghiaZkZa/I]Z[V^gkVajZd[ÅcVcX^VaVhhZihVcYÅcVcX^Vaa^VWâî^ZhVgZYZiZgb^cZYlî]gZ[ZgZcXZidVXi^kZanigVYZYbVg`Zi
prices;
HZXdcYaZkZa/Di]Zgi]VcbVg`Zieg^XZhheZX^ÅZYViÅghiaZkZa!i]Z[V^gkVajZd[ÅcVcX^VaVhhZihVcYÅcVcX^Vaa^VWâî^ZhVgZ
evaluated with reference to inputs that used to determine directly or indirectly observable price in market;
I]^gYaZkZa/I]Z[V^gkVajZd[ÅcVcX^VaVhhZihVcYÅcVcX^Vaa^VWâî^ZhVgZZkVajViZYlî]gZ[ZgZcXZid^cejihi]VijhZYid
determine fair value but not relying on observable data in the market.
Level classifications of financial assets at fair value are as follows:
Financial assets
Fair value difference through profit and loss
- Held for trading
Fair value difference through comprehensive
income statement
- Shares
Total
- Other financial liabilities
Total
31 December
2011
Level of fair value
as of reporting date
Level 1
Level 2
TL
TL
Level 3
TL
379.184
-
379.184
-
277.044.255
17.725.368
3.411.981
255.906.906
277.423.439
17.725.368
3.791.165
255.906.906
(3.045.783)
-
(3.045.783)
-
(3.045.783)
-
(3.045.783)
-
125
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Financial assets
- Held for trading
Fair value difference through comprehensive
income statement
- Shares
Total
- Other financial liabilities
Total
31 December
2010
Level of fair value
as of reporting date
Level 1
Level 2
TL
TL
Level 3
TL
14.944
-
14.944
-
813.265.265
810.533.799
2.731.466
-
813.280.209
810.533.799
2.746.410
-
(6.287.769)
-
(6.287.769)
-
(6.287.769)
-
(6.287.769)
-
Year beginning and year and reconciliations of financial assets and liabilities valued at 3rd level are below:
Assets that their fair
value differences
recognized in
income statement
Shares
-
Opening Balance
Total gain/loss
- Classified under other comprehensive income
Transfers to 3rd level because of amendment in scope of consolidation
Closing Balance
126
73.719.235
182.187.671
255.906.906
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
34. EVENTS AFTER THE BALANCE SHEET DATE
Expressing an affirmative opinion on cancellation of Type A and Type B preferred stocks’ privilege rights in dividend distribution,
retirement of dividend right certificates and amendments to be made on 7., 9., 12., and 34. provisions of the articles of
incorporation to raise capital via a private placement offering thereby restricting preemptive rights of partners entirely and that
on the application for registration of C Type shares with par value of TL 73.400.000 and with no preemptive rights as a result of
the increase in the amount of issued capital, which was included in the upper limit of registered capital of TL 500.000.000, from
TL 268.600.000 to TL 342.000.000 because of the transfer of dividend rights of 1.436 Type A shares for Type C shares with par
value of TL 29.525.607, dividend rights of 731 Type B shares for Type C shares with par value of TL 14.524.373 and 22.171 dividend
right certificates for Type C shares with par value of TL 29.350.020 to the Company was sanctioned by the Capital Markets
Board. For the authorization of the decisions above mentioned, Extraordinary General Assembly was held on March 19, 2012,
Monday, at the address of Davutpaşa Caddesi No:10 Topkapı, Zeytinburnu – İSTANBUL.
Ülker Çikolata Sanayi A.Ş. agreed, declared and undertook that it would not sell 115.170,80 shares, that it would have in Ülker
Bisküvi Sanayi ve Ticaret A.Ş. via a private placement offering -based on the official letter from the Capital Markets Board
titled “Private Placement Offering” no. B.02.6.SPK.0.13.00 - 105.01.01.01.123 dated January 24, 2012- thereby restricting Type A
and Type B preferred stocks’ privilege rights in dividend distribution and preemptive rights of existing partners’ dividend right
certificates, through the İstanbul Stock Exchange (ISE) within two years from the date of the placement hereby in order to avert
the possible instant price fluctuations in the secondary markets.
Moreover, Yıldız Holding A.Ş. agreed, declared and undertook that it would not sell the shares, that it would have in Ülker Bisküvi
Sanayi ve Ticaret A.Ş. via a private placement offering thereby restricting Type A and Type B preferred stocks’ privilege rights in
dividend distribution and preemptive rights of existing partners’ dividend right certificates and that constitute over the 10% of
the total equity, through the İstanbul Stock Exchange (ISE) within six months from the date of the placement hereby in order to
avert the possible instant price fluctuations in the secondary markets.
Additionally, Yıldız Holding A.Ş. agreed, declared and undertook that it would not sell 215.779,40 C Type shares, that it would
have in Ülker Bisküvi Sanayi ve Ticaret A.Ş. and allotted to the dividend right certificate owners via a private placement offering
thereby restricting Type A and Type B preferred stocks’ privilege rights in dividend distribution and preemptive rights of existing
partners’ dividend right certificates, through the İstanbul Stock Exchange (ISE) within two years from the date of the placement
hereby in order to avert the possible instant price fluctuations in the secondary markets.
127
¬,+%2â"Ë3+¬6Ë
2011 ANNUAL REPORT
Davutpaşa Cad. No.: 10 Topkapı-Istanbul
Phone: +90 (0) 212 567 68 00 Fax: +90 (0) 212 613 90 90
www.ulker.com.tr www.ulkerbiskuvi.com.tr

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