Tekstilbank HQ, Istanbul GSD Holding HQ, Istanbul Investor Presentation October 2013
GSD Holding Highlights • A 27 years old financial holding company with core investments in: (TL, million) 30 June 2013 Total Asset* 4,038 – Banking : one deposit accepting commercial bank and one investment bank with combined assets of TL 3.7 billion. Loans 2,898 – Financial services a factoring company ranked in the top ten for years and one of the fastest growing stock broking Deposits 2,368 company in Turkey. Equity 762,4 – Shipping new entry into the dry bulk ship management, with a vision to own a fleet of 4 handy size vessels in the medium term. (Cano M/V and Dodo M/V has started its Net earnings 8.2 operations in May 2013) • A healthy balance sheet – Well-capitalised: Businesses funded by high level of equity – High asset quality – Strong funding and retail deposit base. • 1,022 employees as of 30 June 2013. 1 October 2013, Istanbul
GSD Holding History • The foundations of GSD Group were laid down by the establishment of GSD Foreign Trade in 1986 as the first independent trading house in Turkey. The company soon evolved into Turkey’s one of the leading exporters. • Encouraged by its achievements in foreign trade, GSD Group decided to invest in other areas of potential growth and the finance sector was identified as a key target. Eventually the Group became a predominantly financial services group, through its banks, its leasing, factoring and brokerage companies. • A major change occurred in our portfolio in August 2011, when changing business circumstances led us reassess our investment portfolio. Diminishing returns drove us stop our leasing business and enter into dry bulk ship management business by converting our leasing subsidiary into a shipping company we called GSD Marin. • Increasing competition from banks and government’s abolishment of exceptional Value Added Tax (VAT) rates for leasing companies had made leasing transactions unprofitable for some time. In search of new value investments, the real estate sector seemed attractive at first, however a deeper analysis revealed that the real estate prices in Turkey were still expensive to produce a profitable business. We believe that the prevailing diminished economic activity resulting from the global economic crisis made shipping business quite attractive at this stage, given the significantly reduced vessel prices and historicaly low freight charges that are expected to pick up as the global growth resumes. 1 October 2013, Istanbul
GSD Holding History • In addition to GSD Marin, GSD Foregin Trade resolved to terminate the by-pass export activities after reevaluating the efficiency in this area of activity due to the loss of feasibility of by-pass export activities arising from the decrease in rights and benefits provided for foreign trade intermediary companies within the scope of current legislation and enter into dry bulk ship management business in December 2012. • GSD Marin has currently two wholly-owned subsidiaries, Cano Maritime Ltd. and Dodo Maritime Ltd., established in Malta on 26 March 2013, each owning and operating a newly-built dry bulk carrier vessel with a 39,000 dwt transportation capacity per ship under time charter agreements starting from 7 May 2013. • GSD Foreign Trade has currently two wholly-owned subsidiaries, Hako Maritime Ltd. and Zeyno Maritime Ltd., established in Malta on 1 April 2013 and 22 April 2013, respectively, each expected to own and operate a newly-built dry bulk carrier vessel with a 63,500 dwt transportation capacity per ship under time charter agreements starting from May 2014 and September 2014, respectively. • GSD Group is currently active in most financial services: Banking with Tekstilbank and GSD Bank, domestic and international factoring with Tekstil Factoring, investment banking and capital market brokerage services with Tekstil Invest and dry bulk shipping management with GSD Marin and GSD Foreign Trade. 1 October 2013, Istanbul
GSD Holding Vision • GSD Holding is the controlling shareholder in all these companies and is responsible for establishing major operational guidelines and setting the standards for enterprise risk management and corporate governance. • The GSD Group's growth strategy is based on providing financial and other support services to commercial activity, rather than competing in industrial production. It has adopted a prudent management approach, giving priority to growth by equity rather than through borrowing. On solo basis, GSD Holding’s leverage is minimal since all investments were funded by equity. Therefore, sustainable profitability is the main pillar of the Group's investment strategy. • GSD Holding attaches priority to specialization over total diversification, thus allowing resources to be channeled into the businesses where strategic strength and expertise can be offered. • Since inception, GSD Holding had been fully observing the principles of corporate governance, transparency and good conduct of business. These aims were even better served by the GSD Holding’s quoting its shares on the the Borsa Istanbul (BIST) (formerly Istanbul Stock Exchange (ISE)) in 1999. Tekstilbank’s and GSD Marin’s shares are also traded on the BIST. • Aware of its social responsibilities, the GSD Group is also active in philanthropic activities through the GSD Educational Foundation. It has built 3 primary schools across the country and donated them to the ministery of education. The foundation keeps supporting these schools. 1 October 2013, Istanbul
Investment Portfolio As of 30 June 2013 (together with each subsidiary’s equity and GSD Holding’s total direct and indirect ownership) Banking Financial Services Shipping Others Tekstilbank Tekstil Factoring GSD Marin GSD Real Estate (consolidated with (consolidated with TL 28 million TL 0.028 million Tekstil Invest) Cano Maritime and 89.09 % 99.99% Dodo Maritime) TL 576 million TL 64 million 76.52 % 54.46 % GSD Bank Tekstil Invest GSD Foreign Trade GSD Advert. & PR TL 83 million TL 19 million TL 30 million TL 0.11 million 100 % 76.50 % 100 % 90.89 % Cano Maritime GSD Plan & Project TL (2) million TL 0.027 million 54.46 % 99.99 % Dodo Maritime TL (2) million 54.46 % Hako Maritime TL 0.01 million 100 % Zeyno Maritime TL 0.01 million 100 % 1 October 2013, Istanbul
GSD Holding Shareholder’s Structure Shareholder Name Ownership (%) Mr. Mehmet Turgut Yılmaz 19,00 % Delta Land and Building Development 4.50 % GSD Foreign Trade 4.49 % GSD Marin 0.17 % 58 Registered Shareholders 0.00% Publicly Owned 71.84 % Share Capital 100.00 % 1 October 2013, Istanbul
Banking • Banking is our core business since banking assets from banking activities constitute 92 % of GSD Holding’s consolidated financial accounts as of 30 June 2013. • The assets and loans size of our banking businesses is TL 3.7 billion and TL 2.7 billion, respectively for the same period. • We conduct banking activities through Tekstilbank , a mid-sized commercial bank and GSD Bank , a small investment bank specialised in trade finance. • Both banks have ample growth opportunities since they use little leverage and therefore have high capital adequacy ratios. (16.7% for Tekstilbank and 24.24% for GSD Bank as of 30 June 2013) • The Board of Directors of GSD Holding A. Ş . resolved on starting to work with a view to determine and evaluate the strategic options such as possible partnership, cooperation and/or share selling in the banking sector relating to Tekstil Bankası A. Ş ., whose majority shareholder is GSD Holding A. Ş ., getting opinion and support from the consulting firms when necessary as well on 27 March 2013 and resolved to authorise BNP Paribas London as a financial advisor and Atım&Atım Law Office and Paksoy Law Partnership Office as legal advisers exclusively in connection with the sale of all or a part of shares of Tekstil Bankası A. Ş . owned by GSD Holding A. Ş . to prospective purchasers on 3 April 2013. • GSD Holding A. Ş . has disclosed in its material public disclosures to the Public Disclosure Platform of Borsa Istanbul on 4 July 2013, 25 July 2013 and 20 August 2013 that the negotiations conducted by BNP Paribas London, authorised by GSD Holding A. Ş . to act as an intermediary for the sale of all or a part of shares of Tekstil Bankası A. Ş . owned by GSD Holding A. Ş . to prospective purchasers, are in progress. 1 October 2013, Istanbul
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