BANKING NOVEMBER 11, 2014 Türkiye Vakiflar Bankasi T.A.O. COMPANY PROFILE Ankara, Turkey Company Overview Table of Contents: COMPANY OVERVIEW FINANCIAL HIGHLIGHTS (AS REPORTED) BUSINESS ACTIVITIES DISTRIBUTION CAPACITY AND MARKET SHARE OWNERSHIP AND STRUCTURE Ownership Structure Subsidiaries COMPANY MANAGEMENT COMPANY HISTORY PEER GROUP RELATED WEBSITES AND INFORMATION SOURCES MOODY’S RELATED RESEARCH 1 2 3 4 5 6 6 7 7 8 8 8 Analyst Contacts: LONDON Türkiye Vakiflar Bankasi T.A.O. (VakifBank) is a full-service commercial and retail bank. As of 30 June 2014, VakifBank was the seventh-largest commercial bank in Turkey, with a market share of 7.6% in terms of total assets. VakifBank offers retail, commercial, investment, private and international banking services, as well as foreign exchange, money market and investment security transactions. Furthermore, the bank’s major financial subsidiaries provide insurance, private pension fund services, leasing, securities trading, factoring, capital market activities and portfolio management. As of 30 June 2014, VakifBank’s consolidated asset base was TRY143.6 billion (USD67.6 billion). Established in 1954, VakifBank was publicly listed on the Istanbul Stock Exchange in 2005. As of 30 September 2014, VakifBank’s largest shareholder was The General Directorate of Foundations, the government body that administers and regulates all Turkish charitable foundations, with a 58.5% stake. +44.20.7772.5454 Simone Zampa +44.20.7772.1425 Vice President - Senior Credit Officer [email protected] Firat Bayraktar +44.20.7772.1087 Associate Analyst [email protected] This report, exclusively provided to you by Moody’s, presents a convenient summary of as reported, publicly available information. The information is not adjusted for Moody’s analytic purposes. For Moody’s Ratings, Opinion and Analytics on this company please [Click here]. To access the latest Moody's Credit Opinion on this company, please [Click here]. Note: Currency converted using exchange rate of TRY–USD0.47057, as of 30 June 2014 Source: Company Report (consolidated financial statements June 2014), Moody’s research, Company data, www.tbb.org.tr, www.oanda.com BANKING Financial Highlights (as Reported) Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s analytic purposes. For Moody’s generated ratios on Türkiye Vakiflar Bankasi T.A.O., please see <Türkiye Vakiflar Bankasi T.A.O. page on moodys.com>. EXHIBIT 1 Latest Full-Year Results Türkiye Vakiflar Bankasi T.A.O. 31-Dec-13 31-Dec-12 31-Dec-11 % Change 13/12 % Change 12/11 TRY/USD, Period end 0.46726 0.55812 0.52493 – – Total Assets 139,788 108,039 93,461 29.39 15.60 12,471 11,829 9,598 5.43 23.24 (in TRY Million) Total Shareholders’ Equity Shareholders’ Equity excluding Minority Interest 12,162 11,431 9,239 6.39 23.73 BIS Capital 15,200 13,596 9,895 11.80 37.39 Capital Adequacy Ratio (%) 13.21 15.56 13.22 (235) bps 234 bps Net Income 1,628 1,424 1,361 14.37 4.60 Net Income Attributable to Equity Holders 1,652 1,423 1,304 16.09 9.13 Notes: 1) Based on Consolidated Turkish Accounting Standards (TAS) 2) “Shareholders’ Equity excluding Minority Interest” is calculated by subtracting “Minority Interest” from “Total Shareholders’ Equity” Source: Company Reports (annual report Dec 2013, consolidated financial report Dec 2013, Dec 2012 and Dec 2011), www.oanda.com EXHIBIT 2 Latest First-Half Results Türkiye Vakiflar Bankasi T.A.O. 31-June-14 31-June-13 % Change 14/13 TRY/USD, Period end 0.47057 0.51794 – Total Assets (in TRY Million) 143,624 121,849 17.87 Total Shareholders’ Equity 13,735 11,959 14.85 Shareholders’ Equity excluding Minority Interest 13,285 11,641 14.12 BIS Capital 16,639 14,446 15.19 14.04 14.05 (1) bps Net Income 692 945 (26.74) Net Income Attributable to Equity Holders 705 955 (26.15) Capital Adequacy Ratio (%) Notes: 1) Based on Consolidated TAS 2) “Shareholders’ Equity excluding Minority Interest” is calculated by subtracting “Minority Interest” from “Total Shareholders’ Equity” Source: Company Reports (consolidated financial statements June 2014 and June 2013), www.oanda.com This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING Business Activities VakifBank offers corporate, commercial, small business, retail, investment, private and international banking products and services, as well as foreign exchange, money market and investment security transactions. Along with offering a full range of banking services, the bank’s major financial subsidiaries also provide insurance (Güneş Sigorta AŞ), private pension fund services (Vakif Emeklilik AŞ), leasing (Vakif Finansal Kiralama AŞ), securities trading (Vakif Menkul Kiymetler Yatirim Ortakliği AŞ), factoring (Vakif Finans Faktoring Hizmetleri AŞ), capital market activities (Vakif Yatirim Menkul Değerler AŞ), banking sector operations in foreign countries (Vakif International AG), real estate investment (Vakif Gayrimenkul Yatirim Ortakliği AŞ) and portfolio management (Vakif Portföy Yönetimi AŞ). The bank also provides loans against securities and real estate, as well as real estate trading services. In addition, it carries out the cashier transactions of The General Directorate of Foundations. The bank’s activities are organised into the following four business segments: Retail Banking; Corporate Banking; Investment Banking; and Other (which comprises revenue from investment securities and consolidation items). For the financial year ended 31 December 2013 (2013), the largest contributor to the bank’s interest income was the Corporate Banking segment. Retail Banking: This segment offers banking services including time and demand deposits, consumer loans including auto and housing finance, general purpose loans, credit and debit cards, payroll services, cheques, safe deposit boxes, bill payments, tax collection, payment orders, foreign trade transactions, investment products, cash management, leasing, factoring and insurance. As of 31 December 2013, the Retail Banking segment had a consolidated asset base of TRY30.4 billion (USD14.2 billion), and accounted for 32.9% of the bank’s interest income in 2013. Corporate Banking: This segment offers a range of commercial banking products and services to corporate and small and medium-sized enterprise customers, including deposit accounts, payroll services, foreign trade transaction services, repos, overdraft facilities, working capital finance, project finance (agriculture, industrial and construction services) including arrangement of syndicated loans, direct debit services, card-based collection and wholesale payment solutions, discounted bills, spot loans, gold loans, foreign currency indexed loans, foreign currency loans, export/import bank loans and pre-export loans, cash management, Export Credit Agency-covered finance, letters of guarantee, letters of credit, acceptance credit, draft facilities, export factoring, forfaiting, leasing, factoring, futures and forwards, and insurance. As of 31 December 2013, the Corporate Banking segment had a consolidated asset base of TRY58.1 billion (USD27.2 billion), and accounted for 47.8% of the bank’s interest income in 2013. Investment Banking: This segment offers a portfolio of investment banking products and services, including treasury services, structured financing, trading in securities, public offerings and mutual funds. The bank’s treasury business provides foreign currency, fixed income, money market instruments and currency swap services. As of 31 December 2013, the Investment Banking segment had a consolidated asset base of TRY43.7 billion (USD20.4 billion), and accounted for 17.0% of the bank’s interest income in 2013. Note: Currency converted using exchange rate of TRY–USD0.46726, as of 31 Dec 2013 Source: Company Reports (annual report Dec 2013, consolidated financial statements June 2014), Company data, www.oanda.com 3 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING EXHIBIT 3 Business Segment (% of Interest Income, consolidated, for 2013) Investment Banking 17.0% Other 2.3% Corporate Banking 47.8% Retail Banking 32.9% Source: Company Report (consolidated financial report Dec 2013, Pg: 65) EXHIBIT 4 Net Profit/(Loss) per Business Segment (consolidated, in TRY Million) 2012 2013 2,000 1,500 1,613 1,207 1,480 1,750 1,312 952 1,000 500 0 (500) (1,000) (1,500) (2,000) (2,500) (2,576) (3,000) Retail Banking Corporate Banking Investment Banking (2,686) Other Note: Comparable figures for 2011 are not available Source: Company Report (consolidated financial report Dec 2013, Pg: 65 and 66) Distribution Capacity and Market Share As of 30 June 2014, VakifBank operated through a network of 870 branches (31 December 2013: 859 branches), including 867 domestic (856) and three foreign (three) branches, in the US, Bahrain and Iraq. Internationally, the bank distributes its products and services through subsidiary banks, including Vakifbank International AG, in Austria (with branches in Vienna) and Germany (Cologne and Frankfurt). As of 30 June 2014, VakifBank also delivered its services through 145,468 point-of-sale terminals and 3,024 ATMs, as well as through its telephone, mobile and internet banking network. In the first half year ended 30 June 2014, the bank serviced 16.1 million customers, including 2.7 million internet 4 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING banking customers, 2.3 million total payroll customers and 1.5 million active mutual fund clients, and issued 3.0 million credit cards. In Turkey, as of 30 June 2014, VakifBank was the seventh-largest bank in terms of assets, loans and receivables, equity and deposits. As of the same date, the bank’s market shares in Turkey were as follows: EXHIBIT 5 Market Shares of Top 5 Turkish Banks and Türkiye Vakiflar Bankasi T.A.O., as of 30 June 2014 (% Share) Total Deposits Total Loans and Receivables 1. Türkiye Cumhuriyeti Ziraat Bankasi A.Ş. 14.9 1. Türkiye İş Bankasi A.Ş. 2. Türkiye İş Bankasi A.Ş. 12.8 2. Türkiye Cumhuriyeti Ziraat Bankasi A.Ş. 11.0 3. Türkiye Garanti Bankasi A.Ş. 11.3 3. Türkiye Garanti Bankasi A.Ş. 10.9 4. Akbank T.A.Ş. 11.1 4. Akbank T.A.Ş. 10.4 5. Türkiye Halk Bankasi A.Ş. 9.6 5. Yapi ve Kredi Bankasi A.Ş. 9.3 7. Türkiye Vakiflar Bankasi T.A.O. 8.6 7. Türkiye Vakiflar Bankasi T.A.O. 8.1 Total Assets 12.3 Total Equity 1. Türkiye Cumhuriyeti Ziraat Bankasi A.Ş. 12.5 1. Türkiye İş Bankasi A.Ş. 12.1 2. Türkiye İş Bankasi A.Ş. 12.0 2. Türkiye Cumhuriyeti Ziraat Bankasi A.Ş. 12.0 3. Türkiye Garanti Bankasi A.Ş. 11.1 3. Türkiye Garanti Bankasi A.Ş. 11.3 4. Akbank T.A.Ş. 10.7 4. Akbank T.A.Ş. 11.0 5. Yapi ve Kredi Bankasi A.Ş. 8.6 5. Yapi ve Kredi Bankasi A.Ş. 8.4 7. Türkiye Vakiflar Bankasi T.A.O. 7.6 7. Türkiye Vakiflar Bankasi T.A.O. 6.3 Note: Total Loans and Receivables = Loans and Receivables + Loans under Follow up - Specific Provisions Source: Company Reports (annual report Dec 2013, earnings presentation H1 June 2014, consolidated financial statements June 2014, IFRS report June 2014), Company data, www.tbb.org.tr Ownership and Structure As of 30 September 2014, VakifBank had 250 billion shares, divided into the following four classes: Class A (comprising 43.0% of total shares issued), Class B (15.6%), Class C (16.2%) and Class D (25.2%). As of 30 September 2014, the bank’s largest shareholder was the government agency, The General Directorate of Foundations, which held 58.5% of its shares, composed of 43.0% Class A and 15.5% Class B shares. In 2005, as a result of the initial public offering (IPO) of its Class D shares, the bank was listed on the Istanbul Stock Exchange, which is regulated by the Capital Markets Board of Turkey (trading symbol: VAKBN). Source: Company Report (consolidated financial statements June 2014), Company data, www.cmb.gov.tr, Istanbul Stock Exchange 5 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING Ownership Structure As of 30 September 2014, the bank’s shareholder structure was as follows: EXHIBIT 6 Türkiye Vakıflar Vakiflar Bankası Bankasi T.A.O. Shareholder Class of Shares Nominal Value of Shares (TRY) Share (%) Foundations represented by The General Directorate of Foundations Class A 1,075,058,639.562 43.002346 VakifBank Pension Fund Class C 402,552,666.422 16.102107 Appendant Foundations represented by The General Directorate of Foundations Class B 386,224,784.722 15.448991 Other Appendant Foundations Class B 3,096,741.964 0.123870 Other Registered Foundations Class B 1,453,084.546 0.058123 Individuals and Legal Entities Class C 1,534,584.477 0.061383 Free Float Class D 630,079,498.307 25.203180 2,500,000,000.000 100.000000 Total Source: Company data Subsidiaries As of 30 June 2014, the bank’s consolidated subsidiaries were as follows: EXHIBIT 7 Türkiye Vakıflar Vakiflar Bankası Bankasi T.A.O. Subsidiary Registered Office Bank's Share – if different voting rights (%) Güneş Sigorta AŞ Istanbul, Turkey 36.35 36.35 Vakif Emeklilik AŞ Istanbul, Turkey 53.90 75.30 Vakif Finans Faktoring Hizmetleri AŞ Istanbul, Turkey 78.39 86.97 Vakif Finansal Kiralama AŞ Istanbul, Turkey 58.71 64.40 Vakif Yatirim Menkul Değerler AŞ Istanbul, Turkey 99.00 99.44 Vakifbank International AG Vienna, Austria 90.00 90.00 Vakif Portföy Yönetimi AŞ Istanbul, Turkey 99.99 99.99 Vakif Menkul Kiymet Yatirim Ortakliği AŞ Istanbul, Turkey 11.75 21.77 Vakif Gayrimenkul Yatirim Ortakliği AŞ Istanbul, Turkey 27.63 29.47 Bank's Risk Group Share (%) Source: Company Report (consolidated financial statements June 2014) 6 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING Company Management Board of Directors Affiliation Age* Halil Aydoğan VakifBank: General Manager and Member of the Board of Directors 63 As of 21 Oct 2014 *As of 31 Dec 2013 Board of Directors Affiliation Ramazan Gündüz VakifBank: Chairman of the Board of Directors Age* 61 Committees N/A Mehmet Emin Özcan VakifBank: Independent Deputy Chairman of the Board of Directors 53 Audit Committee, Credit Committee Halil Aydoğan VakifBank: Member of the Board of Directors and General Manager 63 N/A Halim Kanatçi VakifBank: Member of the Board of Directors 58 Credit Committee, Corporate Governance Committee Adnan Ertem VakifBank: Member of the Board of Directors 49 Remuneration Committee Öztürk Oran VakifBank: Member of the Board of Directors; Istanbul Chamber of Commerce: Member of the Board and Member of Parliament 57 Corporate Governance Committee, Credit Committee (Alternate Member) Şeref Aksaç VakifBank: Member of the Board of Directors; Ziraat Life and Insurance Company: Chief Executive Officer 57 Remuneration Committee, Credit Committee (Alternate Member) İsmail Alptekin VakifBank: Independent Member of the Board of Directors 69 Corporate Governance Committee, Remuneration Committee Sabahattin Birdal VakifBank: Independent Member of the Board of Directors 61 Audit Committee As of 21 Oct 2014 *As of 31 Dec 2013 Source: Company data Company History VakifBank was founded in 1954 in Ankara, Turkey, under a special law within the framework of the authority granted to The General Directorate of Foundations of the Turkish Republic Prime Ministry. The purpose of the bank was to manage the cash revenue and expenditure of charitable foundations established during the Ottoman Empire. In 1995, VakifBank opened a New York branch in order to increase its international exposure. In 2000, the bank’s subsidiaries, Güneş Sigorta AŞ (an insurance company), Vakif Finansal Kiralama AŞ (a leasing company), Vakif Menkul Kiymetler Yatirim Ortakliği AŞ (an investment trust company), Vakif Gayrimenkul Yatirim Ortakliği AŞ (a real estate investment trust company) and 7 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING Vakif Girişim Sermayesi Yatirim Ortakliği AŞ (Vakif Venture Capital Investment) were listed on the Istanbul Stock Exchange. In 2005, VakifBank was publicly listed on the Istanbul Stock Exchange, following an IPO of its Class D shares, representing 25.2% of its total shares outstanding. The IPO was intended to increase private sector ownership of the bank. After the IPO, the share of The General Directorate of Foundations decreased to 58.5% from 74.8%, while that of the bank's Pension Fund fell to 16.1% from 24.9%. As of 30 September 2014, publicly traded shares comprised 25.2% of the bank’s total share capital. In December 2009, VakifBank sold its entire stake of 31.2% in Vakif Girişim Sermayesi Yatirim Ortakliği AŞ to RHEA Gayrimenkul Yatirim Proje Gelistirme Insaat Sanayi ve Ticaret Ltd. Sti, following the approval of the Capital Markets Board obtained in November 2009. Source: Company Reports (annual report Dec 2009, Dec 2008, Dec 2006 and Dec 2005, BRSA consolidated financial report Dec 2007, consolidated financial statements Mar 2013, June 2008 and June 2014), Company data Peer Group » Türkiye Halk Bankasi AS » T.C. Ziraat Bankasi AS Related Websites and Information Sources For additional information, please see: » the company’s website: www.vakifbank.com.tr » the regulator’s website: www.bddk.org.tr » the central bank’s website: www.tcmb.gov.tr MOODY’S has provided links or references to third party World Wide Websites or URLs ("Links or References") solely for your convenience in locating related information and services. The websites reached through these Links or References have not necessarily been reviewed by MOODY’S, and are maintained by a third party over which MOODY’S exercises no control. Accordingly, MOODY’S expressly disclaims any responsibility or liability for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on any third party web site accessed via a Link or Reference. Moreover, a Link or Reference does not imply an endorsement of any third party, any website, or the products or services provided by any third party. Moody’s Related Research Credit Opinion: » Türkiye Vakiflar Bankasi T.A.O. Banking System Outlook: » Turkey, 24 March 2014 (165688) Banking System Profile: » Turkey, 25 June 2014 (172251) To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of this report and that more recent reports may be available. All research may not be available to all clients. 8 NOVEMBER 11, 2014 COMPANY PROFILE: TÜRKIYE VAKIFLAR BANKASI T.A.O. BANKING Report Number: 177210 Authors Firat Bayraktar Simone Zampa Senior Production Associate Ginger Kipps © 2014 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. 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