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Project Delta Confidential Information Memorandum | December 2021 Strictly private and confidential IFC
Table of contents Section I II III IV V Executive summary Key investment highlights Business model overview Financial overview Appendix 1 Page 2 10 23 53 70 IFC
I. Executive summary IFC
DeFacto: Leading innovative fast-fashion retailer with a global vision Overview 3 At a glance Key figures → Founded by two shareholders with complementary backgrounds in fast-fashion retailing and textile production, DeFacto (the “Company”) is a leading Turkish fastfashion retailer with presence in over 90 countries - 495 stores globally; 301 stores in Turkey, 168 stores in 18 international markets, and 26 franchise stores in over 10 countries - Sales from stores account for c.75% of Net sales in 2021B, while remaining c.25% are realized through online and other channels; established omnichannel model → DeFacto operates with a balanced strategy of Turkey and international sales - Turkey sales (55% of Net sales): DeFacto stores are widespread in almost every city in Turkey at high traffic locations both in main streets and shopping malls, registering yearly footfall of 300+ mn visitors3 - International sales (45% of Net sales): International stores are currently located mainly in MENA and CIS, while the strategy to ramp-up presence in developed countries with a “more online, less physical” model is at the implementation stage → The Company has become a true omnichannel retailer with continuous investments, adapting to changing trends and customer needs, resulting in strong sales growth especially through online channels → As one of the “love brands” in Turkey, DeFacto boasts a high brand awareness score among its competitors, and commands the second highest market share4 in Turkey → DeFacto places operational excellence at the heart of its operations, with its focus on HR, an agile store management strategy, best-in class automated warehouse investments, in-house ERP system and continuous technological investments → Ozon Tekstil (“Ozon”), DeFacto’s wholly owned-subsidiary, brings in-house supply arrangement capability as well as exposure to global best practices, through its relationships with leading multinational brands → Solid financial performance with real topline growth and c.14% EBITDA margin; excluding IFRS 16 c.TL 7.3 bn Net sales1 (2021B) c.14% EBITDA margin1 excl. IFRS 16 (2021B) 495 # of stores2 427k sqm Total net selling space2 c.55% Turkey sales (2021B) c.45% International sales (2021B) c.20% Online sales (2021B) 115+ mn Annual online visitors to Defacto.com Financial performance1 14.4% 14.3% 10.4% 10.3% 14.6% 13.8% 17% vs +27% 4,223 4,564 7,344 15.2% 13.8% +40% 13,067 2019 2020 2021B Net sales (TL mn) EBITDA margin excl. IFRS 16 2022E EBITDA margin5 excl. IFRS 16 16.0% 15.2% 39,429 2026E CAGR CPI (1) Big 4 audited IFRS financials for the historical period of 2019-2020, excluding IFRS 16 effect (2) As of October 2021, for 469 stores excluding franchises (3) Pre-Covid-19 figures (4) Apparel retail market share as of Q2 2021 (5) Calculated excluding Defacto.com operations in international markets, which are at ramp-up stages, both at Net sales and EBITDA levels Source: Company, Euromonitor, IPSOS, TUIK IFC
Executive summary Distinguished player with unique operational DNA for growth and innovation 4 Swift expansion in Turkey Applying expertise garnered in Turkey to high-growth emerging markets 2005 2011 2012 2013 2014 Established as a male only retailer by native entrepreneurs with vast experience in retail and textile production First store opened in Istanbul Category expansion Aggressive land grabbing strategy with strong execution Store expansion in Turkey through organic store roll-out and store acquisitions Internationalization journey started with first international store opened in Kazakhstan Design office inaugurated in Barcelona with respected designers Continuous investment to improve operations with fully automated warehouse investments New category launched: Kids New international markets: Iraq, Egypt, Belarus Minority investment from Franklin Templeton1 2 It took only 6 years for DeFacto to become the second largest apparel retailer in Turkey 133 163 4 DeFacto penetrated high-growth emerging markets through timely and effective execution, expanding to more than 10 countries within a three-year time frame 238 20 Investing in fully integrated omnichannel capabilities Globalizing brand with continuous omnichannel expansion 2016 2017 2018 2019 2020 2021 - … New category launched: New category launched: Denim Cooperation with Solvoyo2 to implement algorithmic replenishment system and other machine learningbased modules Professionals being assigned top management roles Baby and athleisure International sales reached up to 20% of Net sales Internationalization milestone: 100th store in Morocco Launch of DeFacto Academy New category launched: Studio collection Internationalization milestone: Expansion to East Asia with Malaysia and first EU store in Romania Reached 450+ stores First e-commerce sales in Kazakhstan, Egypt, Morocco and Iraq Turkey’s first Smartest Digital Fashion store in Akasya Mall Istanbul Launch of e-commerce websites in Germany and the UK, and surge in online sales, testaments to DeFacto’s adaptable model First stores openings in Macedonia and Montenegro Berlin flagship store opening in Q4 2021 Internationalization journey and brand investment strategy continue… 323 2,033 64 325 2,649 98 332 3,531 141 307 4,564 146 299 4,223 153 3014 7,344 1684 (1) Executed in 2015 (2) Third-party system provider (3) Excluding franchise stores (4) As of October 2021 Source: Company Net sales (TL mn) # of stores in Turkey3 # of stores in international markets3 IFC
Executive summary Brand of the future: DeFacto making the right moves in an ever-changing landscape 5 DeFacto is always one-step ahead to welcome fashion’s new trends and opportunities Emerging trends in fashion… …opening new horizons for DeFacto Embracing new norms of fashion at all capacity Digital transformation Online penetration and digital infrastructure investments are multiplying Omnichannel transformation Agile operational model mix enabling “Buy online; Pickup in store” Experience stores Stores are meant to be for beyond shopping Casual fashion Homewear has gained momentum with work-fromhome becoming the new norm Sustainability It is not an option but a priority 1 2 3 4 5 Source: Company Precise focus on to gearing up online channel through continuous investments in operational infrastructure, technology and company culture Surging online share in total sales 1% 2015 c.20% 2021B DeFacto follows multi-platform approach to support its online presence via Defacto.com and marketplaces Responsiveness to customer needs represents the fulcrum of DeFacto’s operating model Omnichannel solutions such as Pay-at-store and Buy online; Pick-up in store options are available across markets Strategic allocation of channel mix to fuel further growth and profitability with optimal resource allocation Online sales facilitate access to international markets by promoting brand awareness with limited initial investments One-stop shop approach to capture emerging trends with flexible and agile operational maneuver Key pillars of DeFacto’s philosophy for happy customers: Fashion-forwardness, Dynamism, Consciousness, Empathy Sustainability is a core value deeply embedded in DeFacto’s operations and fully subscribed by management IFC
Executive summary Expansion-led strategy playbook customized for each sales channel 6 Stores c.75% Online c.20% Other2 c.5% c.55% y e k r u T c.45% 3 l a n o i t a n r e t n I e c n a m r o f r e p ) n m L T ( → 301 stores; foothold in almost every city → Attracts 300+ mn1 footfall annually → Strong brand investment and category extension and optimization strategy → Captured strategic locations in frequented venues with high consumer traffic → Land grabbing strategy completed after years of expansion-led strategy execution; always opportunistic for attractive locations → Initiated with the establishment of Defacto.com platform in 2012 → Constant improvement with beter inventory management techniques → Increased partnerships with marketplaces to → Covering all areas of retail through wholesale in addition to store network in channel, Turkey → Enhanced fuel further growth in online channel omnichannel by streamlining the processes across channels to fulfill customer needs with Pay-at-store and Buy online and Pick-up in store options capabilities → Replicating proven success in Turkey with rapid expansion in attractive emerging markets such as MENA and CIS regions → Reached 168 stores (in 18 countries) internationally in a decade → Ongoing expansion in attractive markets → Flagship store openings in developed markets starting from 2021; “more online, less physical” → Bolstered the market presence with the launch of Defacto.com platform in 2019 in key international markets → Continuous collaboration with global/local marketplaces to boost online presence → Strategic gateway in penetrating developed markets ahead of offline, to promote brand awareness and gain traction via marketplaces followed by Defacto.com → Franchise system to support store roll-out strategy in international markets is key for growth (currently 26 stores), especially where local expertise is crucial to overcome regulatory and operational hurdles → Well-established supplier relationships of Ozon with international retailers, primarily Primark and C&A, contributing to DeFacto sales through exports 318 146 300 149 308 160 316 181 340 266 4% 1% 11% 10% 6% 9% 11% 11% 20% 30% +17% 4,063 3,262 5,555 +25% 9,557 17,052 +145% 707 1,401 233 +70% 2,810 19,726 +20% 254 388 267 2,651 +47% 700 2019 2020 2021B 2022E 2026E 2019 2020 2021B 2022E 2026E 2019 2020 2021B 2022E 2026E % share in 2021B Net sales # of effective stores % share in Net sales % share in 2021B Net sales y g e t a r t S l a i c n a n F i (1) Pre-Covid-19 figures (2) Other category consists of Wholesale, Franchise and Ozon sales to third-parties (3) Consists of Developing markets and Developed markets Source: Company IFC
Executive summary Offering broad assortment of products for the whole family, centered around one-stop shop strategy 7 Global brand with agile portfolio management strategy and customer responsiveness built on the key brand pillars of: Fashion-forwardness; Dynamism; Consciousness; Empathy Core segments c.80% Complementary segments c.20% Men Core segment, unique know-how and experience Women Baby & kids Accessories Footwear Key segment targeting the broad wardrobe with focus on fashion Fast growing category, key to complementing all family needs Support category to drive frequency of visits and boost sales transactions Complementary category to enable complete outfit building Homewear Sportswear Expansion category to respond to changing customer needs Focusing on more value-added SKUs and kids' category to ensure profitable growth Trusted brand, offering high quality standards at affordable prices Addressing consumer needs with dynamic product portfolio Season range styling and tailor-made offerings to suit local preferences Source: Company % share in 2021B Net sales New category IFC
Executive summary Brand house of DeFacto: Enjoy/Embrace the new you 8 Strong brand portfolio led by DeFacto umbrella brand enriched with distinguished sub-brands DeFacto FIT DeFacto Coool DeFacto Modest DeFacto Plus DeFacto Studio DeFacto’s key features… …attracting customers with different characteristics Promises to bring “feel good” factor with comfortable products Dynamic and bold Unique design capability Trendy and forward thinker Aims to be the best friend of its customer by offering quality at value prices Embraces differences with different sub-brands for each customer type Enjoy/Embrace the new you Conscious Self explorer Tailor-made offerings befitting diverse lifestyle preferences Global minded All communicated within the marketing tagline of “The Joy of Refreshing Life” Source: Company IFC
Executive summary Transaction structure 9 Transaction scope Transaction timeline → Project Delta refers to the contemplated minority stake sale of 10.67% treasury shares of DeFacto owned by the Company (“Proposed Transaction”) → Staying true to their ambition of building a listed global fast-fashion brand, DeFacto shareholders continuously channel their efforts into establishing a structure with well-invested operations and visionary corporate culture. In this respect, the shareholders sold 10.67% minority stake to a group of financial investors led by Franklin Templeton (“FT”) in 2015, to support the Company for its future IPO → Having reached the end of its investment horizon, DeFacto is buying back its shares with a view to placing these shares with a new investor that will support the Company’s growth and realize its IPO plans in the medium term - The buy back of shares is mostly completed and targeted to be finalized in January 2022 → In this respect, DeFacto has appointed ÜNLÜ & Co to act as its exclusive financial advisor in the Proposed Transaction Phase I Phase II NDA CIM distribution Limited Q&A & MM Indicative Offer due date Initiation of due diligence Binding bids Signing January 27th, 2022 Phase I details → Distribution of the CIM → Limited Q&A process for key questions and clarification requests → A meeting with the management (“MM”) to be arranged upon request of the Shareholding structure1 potential investors Founding shareholders2 The Company 89.33% 10.67% → Non-binding terms & conditions for Indicative Offer due by January 27th, 2022 → Selected potential investors will be granted access to a virtual dataroom DeFacto Phase II details → Due diligence period for a limited number of selected potential investors 100% 100% 100% Ozon Tekstil DeFacto Teknoloji Int. subsidiaries3 → Virtual dataroom access along with Q&A process → Management presentations and site/store visits Shareholding → Exact timetable for Phase II to be circulated in a separate process letter for short-listed potential investors (1) Presents the target as of January 2022 (2) Zeki Cemal Özen with 66.5% shareholding, İhsan Ateş with 13.7%, İdris Özçelik with 4.6%, Şahin Demir with 4.6% (3) Consists of wholly owned subsidiaries in international markets Source: Company IFC
II. Key investment highlights IFC
Key investment highlights Strategic positioning of DeFacto 11 1 2 3 4 5 6 7 8 9 Vision to become a global retail brand Well-balanced internationalization strategy; benefiting from its omnichannel model Multi-platform/diversified approach to online sales One-stop shop approach offering a broad assortment of products addressing the whole family Unique brand, well-positioned to benefit from attractive global trends Strategic production base as a check and balance for the supply chain Operational excellence constantly nurtured by technology investments Strong professional management and rooted corporate culture Strict commitment to sustainability guidelines 10 Robust financial performance backed by outstanding growth prospects; system wellmanaged during Covid-19 pandemic Innovative fastfashion retailer, meeting global quality standards, at affordable prices IFC
1 Vision to become a global retail brand 12 Internationalization lies at the heart of DeFacto’s vision since its inception First steps of building tomorrow’s global fast-fashion brand Finding new avenues for growth in achieving the globalization vision of DeFacto → DeFacto was established by two visionary founders that came together with the common goal of building a truly global brand → Opening its first store in 2005, DeFacto quickly expanded its network in Turkey through organic store roll-outs and store acquisitions, and became the second largest brand by market share as early as in 2011 → DeFacto replicated its successful expansion-led strategy in international markets and grew its footprint to 18 countries in a mere five years, starting off with MENA and the CIS, to be followed by developed countries → The Company transformed itself by leveraging in-house technology to execute a successful omnichannel strategy, with growing online sales and improving supply chain infrastructure; both in Turkey and in international markets More online, less physical Unique combination of fast-fashion retailing and production know-how Establishing strong Turkish market presence with increased penetration Stepping into international markets with attractive fundamentals followed by rapid expansion Initiating online strategy + leveraging online channels to tap into developed markets Expedited omnichannel growth and expansion into new international markets with optimized resource allocation strategy 2005 2011 2012 2017 2018 2020 from 2021 onwards First store in Turkey Reaching more than 130 stores First international store Establishment of online presence Expansion to Asia with Malaysia store Reaching the milestone of c.100 stores in international markets Reaching c.150 stores by expanding to more than 15 countries in international markets First physical presence in Europe with flagship store opening1 in Berlin, Germany (1) Expected opening in Q4 2021 Source: Company IFC
2 Well-balanced internationalization strategy; benefiting from its omnichannel model 13 Bringing online and offline format together under omnichannel strategy… Turkey c.80 mn population MENA & CIS c.700 mn population Europe c.750 mn population Land grabbing strategy paid off by capturing prime locations… … and further growth lies in underpenetrated MENA & CIS regions with already established DeFacto operations… … as well as Europe, a new territory for DeFacto to step in, en route to realizing its vision of becoming a global brand 301 stores1 168 int. stores1 70 in MENA; 98 in CIS, CEE, Balkan and East Asian countries Flagship stores in selected countries, starting from Q4 2021 with Germany, to be followed by Austria, the Netherlands and the UK Cities with DeFacto stores …with room for further growth to explore Internationalization strategy: Entry into developed markets “more online, less physical” Expand presence built on marketplaces with own Defacto.com platform and then flagship stores Become the brand of tourist shopping (1) Store count as of October 2021, excluding franchise stores Source: Company, World Bank IFC
3 Multi-platform/diversified approach to online sales 14 Online strategy Key pillars of online strategy Clear omnichannel strategy DeFacto has been steadily focusing its efforts towards diversifying and expanding its online presence with… A truly omnichannel platform I Defacto.com platform 2 Marketplaces Sustained technology investments for enhanced consumer experience Increasing partnerships with global/local marketplaces Targeted marketing efforts to promote Defacto.com Expanding product variety and fulfillment options Multi-platform online strategy enables Accessing new territories with limited initial investment Establishing brand awareness Gaining valuable market insights and learning customer behavior Source: Company IFC
4 One-stop shop approach offering a broad assortment of products addressing the whole family Product assortments with broad consumer appeal delivered through… c.80% Men Women Baby & kids Accessories Footwear Core category Key category Key category Growth category Support category Complementary category 01 02 02 03 04 05 15 c.20% Homewear/ Sportswear Expansion category 06 Trendy and comfortable Broad offerings at value prices Serves the whole family … reinvented and customized “One-stop shop” store concept to address a broader fashion spectrum → DeFacto stores are designed with one-stop shop concept, allowing customers to enjoy a convenient shopping experience. Going forward, DeFacto plans to open new concept stores with niche sub-brands to appeal to a wider consumer base → DeFacto Fit, an example of concept stores as previously mentioned, was launched by the Company, with its first store opening in Bursa, Turkey, in 2020 → DeFacto also concentrates its efforts on reinventing in-store experience through unique in-store activities. Phygital stores1 allow customers to enjoy easier product assessment through smart screens and a faster checkout process (1) As of October 2021, there is one phygital store in Istanbul, Turkey Source: Company % share in 2021B Net sales IFC
5 Unique brand, well-positioned to benefit from attractive global trends 16 DeFacto, ideally positioned to gain leverage from… …attractive fundamentals in global landscape Growing target market DeFacto operates in the most strategic segment of the apparel sector, with flexible price points enabling the Company to leverage trade up/down opportunities in the market In addition, market growth is further enhanced with the ongoing shift from unorganized individual brands/shops (still currently at c.40%1) to organized market, especially for Turkey and emerging countries where DeFacto is well-positioned to capture this growth Agile global growth strategy DeFacto’s strategically built store network enables the Company to capture different growth dynamics that each market offers; DeFacto has two distinctive strategies: (i) Expanding to underpenetrated markets with relatively lower share of organized retail, signaling strong growth prospects (ii) Opening flagship stores in highly visited, tourist attracting cities carrying DeFacto brand to the next level in the international arena One step ahead for technological investments DeFacto was well-prepared to respond to changes, as shopping rapidly shifted to online with the outbreak of the Covid-19 pandemic The Company’s long-running investments paid off, as the pandemic speeded up changes already underway in fashion sector Omnichannel: Integration of physical stores and online Supply chain: Fast and flexible delivery options Shopping experience: Seamless and inspiring in every channel (1) Individual shops’ share in total apparel market as of Q2 2021 in Turkey Source: Company, Euromonitor, IPSOS, market research Following the increasing prices globally, consumers tend to seek out products with good price/performance ratio, using quality and value as their guides Global apparel market is set to grow at a higher pace, rebounding from the slump caused by Covid-19. Growth is estimated to come from emerging markets as shown below Global apparel market size (USD bn) 1,420 500 920 2015 +1% 5% -1% CAGR 1,525 630 895 2020 +8% 10% 6% 2,045 920 1,125 CAGR 2024E Emerging markets Others Ongoing shift from unorganized individual brands to organized markets, especially in Turkey and in emerging countries Online sales are seen as a silver lining, presenting the biggest opportunity for the fashion industry, going forward. Digital channels are envisaged as the primary growth driver in the coming years Online sales’ share in global apparel sales <5% 2005 c.20% 2020 30+% 2024E IFC
6 Strategic production base as a check and balance for the supply chain 17 Ozon in a nutshell A leading textile producer in Turkey, active in tricot, woven and knitwear groups Acting as an important supplier for DeFacto across categories, constituting c.12% of DeFacto’s total purchases in 2021B. Ozon is fully outsourcing DeFacto products to third-party workshops and factories across Turkey and controlling their production process from raw material sourcing to final products Ozon Tekstil enabling flexibility and favorable cost base for DeFacto I IV Strategic ownership critical for key capabilities Source: Company II III Dedicated capability providing sourcing security and flexibility → Optimal sourcing strategy to maximize capacity and profitability → Rapid response to fashion trends, with shorter lead times Third-party sourcing, benefiting from Ozon’s sector expertise → Strategic partnerships with key raw material suppliers enabling proper planning → Advantageous sourcing from carefully selected third-party suppliers Strategic tool to benchmark and control costs of thirdparty suppliers → Platform to control cost base and leverage price negotiations with suppliers → Strategic production base enabling check and balance for the supply chain Access to market intelligence and know-how via strategic suppliers → Proactive cost control through market intelligence → Best practice transfer IFC
7 Operational excellence constantly nurtured by technology investments 18 Agile management vision encouraging continuous excellence aiming highest customer satisfaction DeFacto has invested heavily in operations to serve convenient and seamless shopping experience for its customers 1 Online operations 2 Store operations 3 Distribution/logistics → The Company looks to continuously invest, together with DeFacto Teknoloji, to improve its online infrastructure, and dedicates its efforts to providing the most convenient online shopping experience, emulating the quality offered at DeFacto stores → DeFacto seeks to extend its fashion experience to make it available anytime, anywhere via mobile devices, with the added convenience of customers being able pick up their products at a convenient DeFacto store → DeFacto is consistently improving its in-store experience for its customers, with agile store staff management and incentive tools supported by big data analysis and AI1 → DeFacto invested in a fully automated warehouse at its main distribution center in Turkey, enabling centralized control over supply chain processes and KPIs → Omnichannel integration started in 2015 with Payat-store and Buy online; Pick-up in store options, now available across Turkey → As part of DeFacto’s constant improvement principle, the Company invested in: - Fully digitized hand terminal software that tracks information such as important operational shipping, shift schedules, stock keeping, etc. - Smart camera customer decisions with variables such as gender, age, etc. tracking systems → Warehouse investment paved the way for efficient and swift integration of DeFacto’s store and online operations and distribution processes throughout transport storage, → In proliferation tandem with rapid of the the Company built a international operations, across network of countries, to allow transfer of merchandise within stores local distribution centers Key pillars behind DeFacto’s operational excellence In-house technology powerhouse: DeFacto Teknoloji Omnichannel native warehouse management system Centralized logistics/warehouse management network Professional management with hands-on approach, controlling day-to-day business (1) Artificial intelligence Source: Company IFC
8 Strong professional management and rooted corporate culture… 19 Strong professional management dedicated to deliver DeFacto’s vision to become a global brand Board member İhsan Ateş1 CEO 30+ years of work experience Önder Şenol CFO/Online Operations Serdar Ersoy COO/CGO2 Cenk Karapınar CSCO3 25+ years of work experience 20+ years of work experience 20+ years of work experience Quality and innovation driven professional management… …supported by fully-equipped and visionary board4 of non-executive shareholders… …committed to delivering sustainable growth across markets (1) Only board member with an executive role (2) Chief growth officer (3) Chief supply chain officer (4) Board consisting of Zeki Cemal Özen, İhsan Ateş, İdris Özçelik, Şahin Demir, Erman Kalkandelen representing FT and Cengiz Solakoğlu, independent board member. Plus, Yılmaz Argüden is acting as advisor to the board with his extensive experience as board member roles across local and global companies Source: Company IFC
9 … with strict commitment to sustainability guidelines 20 Environmental → Viewing the environment as an integral stakeholder, DeFacto prioritizes reducing its environmental footprint by focusing on innovation and using more environmentally friendly materials, as well as developing efficient production processes with lower levels of production waste a member of Recycled 4 mn1 parcels and 3.6k1 tons of paper Adoption of zero waste target of waste management Reduced avg. yearly per sqm electricity consumption in stores by c.37%1,2 compared to 2015 7.7k1 tons water saved for 770k products 1.2k1 tons scraps reused for 4.3 mn1 products Social → Focusing on long-term sustainable outcomes, DeFacto management works to increase social welfare through various efforts, with participation from different departments of the Company → DeFacto employees volunteered for over 60 events, devoting more than 8,500 hours to several campaigns. Efforts were channeled mostly to raising awareness for women’s empowerment and promoting equal opportunities in education, health and child raising Governance → DeFacto management assumes a collaborative approach, adapting sustainability measures to corporate governance and decision-making processes. DeFacto’s governance model is equipped with secure mechanisms, aligned to value creation for all stakeholders → As the highest authority in the Company, the Board runs the governance through C-suite and director level management. The CEO, the highest managerial role overseeing the full set of business functions at DeFacto, is appointed by the Board, to which the CEO reports committed to delivering the best combination of fashion, quality, price and sustainability 10-15% of the product assortment is made from regenerated yarn (1) 2020 figures (2) Turkey stores (2017-2019) Source: Company IFC
10 Robust financial performance backed by outstanding growth prospects;… 21 Net sales1 (TL mn) Key remarks 5% 17% 19% 22% 30% 37% 44% 50% Covid-19 17% vs 1,341 267 25 4,564 2,931 2019A +27% 4,223 2,399 2020A 254 147 1,423 7,344 4,026 2021B +40% 931 18,288 1,572 6,441 9,344 24,076 2,500 8,802 11,448 39,429 2,651 5,849 13,969 1,902 31,223 3,851 11,438 1,327 14,032 16,960 13,067 4,586 7,074 700 706 388 405 2,525 2022E 2023E 2024E 2025E 2026E Turkey Developing markets2 Developed markets3 Others % share of online International operations EBITDA4 (TL mn) 14.4% 10.4% 14.6% 15.2% 15.9% 16.4% 16.1% 16.0% 14.3% 10.3% 13.8% 13.8% 13.8% 14.0% 14.4% Covid-19 656 655 1 439 434 4 1,061 47 1,014 1,940 141 1,799 2,798 267 2,531 3,682 309 3,373 4,599 92 4,507 2019A 2020A 2021B 2022E 2023E 2024E 2025E 15.2% 5,640 5,978 -338 2026E Topline growth across geographies and channels; focusing on further internationalization and online conversion Targeting around 55% international sales and around 50% online sales by 2026E Focusing on recently added categories such as kids and continuous shift to more value-added products Sustained investment in technology and human resources enabling steady growth and profitability Operational excellence and close monitoring of cost items facilitating margin improvement Robust EBITDA margin despite Defacto.com’s international operations still at ramp-up stage contributing negative to EBITDA during the projection period EBITDA EBITDA exc. Defacto.com international EBITDA % EBITDA % exc. Defacto.com international CPI (1) Represents store and online operations for each market. Others constitute the total sales for Wholesale, Franchise and Ozon sales to third-parties (2) Consists of MENA, CIS, Balkan and East Asian countries (3) Consists of Western European countries (4) Excluding IFRS 16 effect Source: Company, TUIK IFC
10 …system well-managed during Covid-19 pandemic 22 Turbulence caused by forced store closures due to Covid-19 pandemic in many of DeFacto’s operational markets in 2020 and 2021 Region Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Turkey Developing markets1 13.0% 9.4% 47.3% 44.3% 0.1% 13.4% 7.9% 4.1% 21.6% 7.4% 33.1% 4.3% 0.1% 3.9% Ratio of non-operational days of stores due to Covid-19 per country ≤1% ≤20% ≤50% Challenges compelled DeFacto to devise alternatives which served to bolster its financial performance Strong negative impact of Covid-19 on the global retail industry Physical store and mall closures during lockdown dampening fashion retail sales volume and value Drastic shift in consumer behavior Major hurdles in manufacturing and supply chain DeFacto: Success story in turning threats into opportunities Swiftly adjusting to shifts in trends and customer behavior such as online shopping, leveraging DeFacto team’s agility and flexibility Widespread and diverse customer portfolio providing a natural hedge against any business downturns Hands-on management and day-to-day control of the business on all revenue and cost aspects, limiting the impacts caused by sudden external factors such as Covid-19 Operational excellence due to in-house technology powerhouse and well-invested talent pool Well-managed eco-system enabling continuous goods and services flow and effective cost management for main cost items including rent and others Rapid decision making, swift implementation, and continuous monitoring to introduce modifications, if needed (1) Please refer to Appendix section for country specific details (2) Excluding IFRS 16 effect and Defacto.com international Source: Company Net sales (TL mn) 7,344 4,564 4,223 2019A 2020A 2021B EBITDA2 (TL mn) 14.4% 10.4% 656 439 14.6% 1,061 2019A 2020A 2021B EBITDA % exc. Defacto.com international IFC
III. Business model overview - Operational flow - Key business functions IFC
Business model overview Unique business model built on innovation, continuous improvement and agility 24 DeFacto’s unique business operations are ideal to quickly respond to fast-fashion needs Design Procurement & Production Logistics & Distribution Sales/store operations → Experienced innovative design team, composed of 71 product designers & 31 graphic designers → Step-by-step design process based on calendar year, including in-depth analysis of micro/macro & seasonal trends, review of fabrics → Working with 200+ top suppliers for design samples and market intelligence → Procurements made through c.500 local and international suppliers → Around 15% of procurements go through Ozon, wholly owned subsidiary of DeFacto → Local production support enabling favorable cost base, checks & balances system controlled by Ozon → Optimal sourcing in each product category due to its strategic partnership with around 25+ key suppliers → Well-established logistics network both in Turkey and international markets, securing fast and reliable supply chain operations → Fully automated, best-in class distribution center in Turkey → International operations supported through 22 local warehouses in selected markets → AI backed inventory management provided by strategic partner, Solvoyo → One-stop shop strategy executed at global standards across all countries → Omnichannel integration to fulfill customer needs for various occasions → 495 stores globally; 301 stores in Turkey, 168 stores in 18 international markets and 26 franchise stores → Online existence in over 90 countries Excellence enabled by key business functions lying at the center of operations Key business functions Source: Company Sustainability Human resources Marketing DeFacto Teknoloji IFC
Business model overview Fast retail and value-driven strategy characterized by flexibility 25 Customer-centric company culture supported by technology to timely meet specific customer demands → DeFacto implements a “Fast Retail” and “Cluster” strategy to address its customers’ needs. DeFacto management’s unique experience in production/supply chain and retailing lays a reliable foundation for the implementation and proper execution of this strategy → The Company forecasts fashion trends, makes quick changes to the product mix and efficiently manages store inventory due to its distinctive operational edge. Complementing this, the cluster strategy through constant feedback from customers and use of big data analytics, can make the right product reach the right location at the right time Fast thinking → Forecasting → Supporting trends → Brainstorming → Every idea through the “grinder” → Letting the best ideas win Fast decision making → Establishing guiding principles → Removing bureaucracy → Shuffling portfolios → Constantly repackaging → Track record Source: Company Fast to market → Competitive advantage → Faster suppliers → Efficient process → Scalability → Institutionalizing innovation Sustaining speed → Simplicity → Without boundaries → Growth mentality → Financial flexibility → Business process management IFC
III. Business model overview - Operational flow - Key business functions IFC
Highly structured and efficient process built on unique design know-how 27 Design Procurement Production Distribution & Logistics Sales operations Store operations Analysis Design Order Step-by-step design process based on → Macro/micro trends → Historical product performance review → Customer behavior Repeat or new design created by Internal designers Internal designers 50% External designers 50% Repeat New Orders consist of → 40% early orders with up to 8 months delivery time → 40% in season orders with; c.3 months delivery time → 20% open-to-buy orders Winter Fall & Winter Collection offering Transition Spring Summer → Following global trends and reviewing product design performance → Evaluating new seasonal products, including competitors → Hands-on review of fabrics and accessories from start to finish, together with Ozon Tekstil → Product development throughout the year; focus on creating new designs for current core products and updating existing designs → Product development performed by both in-house and strategic external designers, providing diversity to DeFacto’s product range → Early-order-placement mostly for “basics” and partially for “updated basics” categories, as most of the products are repeated → Up to 80% of allocated capacity ordered in advance, reducing cost and supply risk Transition → Offering 6 main collections and 12 lines with 6 well- balanced product phases → Product lines prepared based on calendar; small quantities lined up to address additional sales opportunities → Design team has weekly milestones to roll out new lines every 2 months, with weekly deliveries to stores Balanced mix of designers, optimizing fashion risk and enabling differentiation Leveraging critical supplier relationships to bring external know-how to the process Comprehensive detailed design process based on a wealth of data points Efficient order strategy capitalizing on quick response production capabilities Source: Company IFC
Favorable cost base with unique strategic partnerships Design Procurement Production Distribution & Logistics Sales operations Store operations Flexible and well-linked sourcing model enables cost optimization through unique market intelligence and know-how Strategic suppliers (Third-party) c.88% Ozon Tekstil 28 c.12% → DeFacto is working with a mix of dedicated and outsourced workshops → DeFacto leverages Ozon Tekstil’s know-how in optimizing delivery times across Turkey as well as East Asian countries, ranging in size and capability and sourcing costs → The Company works with more than 500 suppliers individually − − c.85% of the suppliers are located in Turkey International suppliers are mostly used for the procurement of accessories or specific merchandise that cannot be bought within Turkey. Purchases from international suppliers make up c.10% of total procurements in 2021B → 70+ international suppliers enable global reach and proximity to operational markets → DeFacto has built a special partnership model with around 25 key suppliers to further optimize its sourcing in each of its product categories. DeFacto makes capacity arrangements with these producers and guarantees the majority of its annual procurement needs at the beginning of the year − Annual capacity arrangements enable clear visibility on sourcing and production schedule → For DeFacto purchases, Ozon outsources production to third-party suppliers and coordinates production by guiding suppliers starting from raw material purchasing − Ozon remains the largest supplier of DeFacto, with c.12% share of the Company’s overall purchases in 2021 → Ozon plays a critical role in the value chain by coordinating other suppliers via benchmarking their quality/costs with its own metrics. Ozon participates in DeFacto’s order tenders and allocates the production to relevant suppliers with desired capability and quality → Ozon’s market intelligence and production know-how stir up competition in the tender process, enabling DeFacto to benefit from favorable rates → DeFacto and Ozon teams come together to critically assess order specifications in detail, which allows DeFacto to prevent any errors or misalignments from the start, thereby averting risks to the final product DeFacto mitigates potential risks in supply chain through… Flexible sourcing decisionmaking ability Cost-effective approach Secured capacity Shorter lead times % share in 2021B total purchases Source: Company IFC
Ozon Tekstil: DeFacto’s strategic ownership driving key achievements 29 Design Procurement Production Distribution & Logistics Sales operations Store operations Ozon Tekstil at a glance Location overview → Established in 2000, Ozon is a leading textile producer in Turkey; producing tricot, woven and knitwear groups - Ozon Tekstil has two facilities with a total of c.20k sqm closed area. Factory 1 in Sivas produces jersey wear, while Factory 2 in Sivas is a print house → Acting as a key supplier for DeFacto across categories, Ozon is constituting c.12% of DeFacto’s total purchases in 2021B → Ozon is fully outsourcing DeFacto products to third-party workshops and factories across Turkey and controlling their production process from raw material sourcing to final products - Some factories are dedicated only to DeFacto’s production → Ozon acts as checks and balances mechanism, controlling the supply base for DeFacto, thanks to its rooted relationships with raw material suppliers and outsourced producers → Ozon sells c.80% of its products to DeFacto, outsourcing the orders to suppliers across Turkey. The remaining 20% is comprised of exports mostly to European retailers, mainly Primark and C&A - Ozon’s own production sold only to export customers HQ Istanbul 2 Sivas Selected blue-chip customer portfolio Ozon applies best practices from multinational brands in both production technique and design variety Ozon Tekstil enabling flexibility and favorable cost base throughout production Flexible/visible production capability Source: Company Shorter lead-time Product intelligence Pricing architecture # of facility 2 Total open area c.60k sqm Capacity per month 30 mn pieces Cutting per month 2 mn Total Employees c.440 Total suppliers c.650 IFC
Production facilities at global quality standards 30 Design Procurement Production Distribution & Logistics Sales operations Store operations 1 Sivas facility I (Jersey wear) 2 Sivas facility II (Print house) Best in class production facilities with significant capacity… → Opened in 2005 → Total capacity is 30 mn pieces per annum with the breakdown of 70% jersey wear, 20% flat knit and 10% woven — 2 mn pcs cutting / month — 350k pcs garment / month → Opened in 2016 → 1 mn pcs / month → Equipped with latest technology → Capable of various print techniques 15k sqm Closed area 280 # of employees 30 mn pieces capacity per annum 5k sqm Closed area 160 # of employees 1 mn pieces capacity per annum …adhering to sustainability guidelines Source: Company IFC
Effective management of merchandise flow through DC network 31 Design Procurement Production Distribution & Logistics Sales operations Store operations Integrated supply chain is key to fast-fashion delivery Product preparation and production phase Warehousing and product delivery to sales channels/end customers Order initiated by DeFacto Product flow from suppliers Main warehouse in Çerkezköy Stores/online consumers (Turkey) International distribution center (“DC”) Stores/online consumers (International) Products are stored in the main warehouse, international DCs, to be distributed to B2B or B2C clients For Turkey warehouse, in-house Enterprise Resource Planning (ERP) system, provided by DeFacto Teknoloji, is used. International DCs employ third-party systems located in Çerkezköy or in The Company works with Solvoyo to run operations smoothly throughout its supply chain processes. Solvoyo system, which employs an algorithmic replenishment system covering DeFacto store network, forecasts customer demand via machine learning capability and provides recommendations regarding product dispatchments on a store basis In response to the Covid-19 outbreak, the Company opted for multi-usage, dedicating selected stores partly to warehousing. Usage of such stores as local hubs paved the way for a more efficient and effective distribution system DeFacto optimizes its shipping network through applying region-specific strategies. The Company works with over 10 logistics providers to deliver goods to customers on a timely and efficient basis Source: Company IFC
Centralized logistics with fully-automated warehouse, supported by… 32 Design Procurement Production Distribution & Logistics Sales operations Store operations Fully automated, best-in-class integrated distribution center → The Company centralized its operations in Turkey, conducting them through the distribution center located in Tekirdağ, Çerkezköy with a total of c.100k sqm area - Distribution center has a stock capacity of c.32 mn units → Products delivered by suppliers are received and dispatched to sales points through the distribution center → Distribution center has four main sections; automated warehouse, manual warehouse, storehouse and warehouse-to-warehouse → A major part of the operations in Turkey and half of the e-commerce operations are handled at the distribution center → Fully automated, best-in class distribution center in Turkey enables shorter lead-times and faster delivery from warehouse to customers - International operations are supported through 22 local warehouses in international markets → DeFacto utilizes AI2 backed inventory management provided by strategic partners, to run efficient omnichannel operations across its store network and centralized warehouse, ensuring the right product store allocation at the right time → Wholly-owned subsidiary, DeFacto Teknoloji with its 60 engineers, provides a unique competitive edge with the in-house ERP system tailored-made for the specific needs of the Company DC Turkey B2B Turkey Manual Turkey Bonded Turkey Transfer Turkey B2C Turkey B2C-2 Main DC in Istanbul Opening year Area (sqm k) Storage Capacity (unit mn) Movement Capacity (unit mn) 2014 2009 2017 2012 2017 2019 Total 15.0 18.7 7.5 4.0 2.0 6.0 18.0 5.0 3.0 2.7 1.2 2.0 700.0 150.0 60.0 30.0 34.3 54.6 53.2 31.9 1,028.9 Operational excellence and agility secured by Fully automated best in-class warehouse AI backed inventory management Internal IT powerhouse Omnichannel integration (1) Artificial intelligence Source: Company IFC
…international DC network enabling store/merchandise connectivity 33 Design Procurement Production Distribution & Logistics Sales operations Store operations DC Opening year Area (sqm k) Storage Capacity (unit mn) Movement capacity (unit mn) B2B Egypt Morocco North Iraq South Iraq Albania Moldova Serbia Georgia Belarus Belarus Russia Kazakhstan Kazakhstan Kazakhstan Ukraine B2C Kazakhstan Egypt Morocco Ukraine Poland UK Russia B2B & B2C 2017 2017 2016 2017 2019 2021 2021 2019 2017 2021 2020 2014 2020 2021 2021 Total 2019 2020 2020 2021 2021 2021 2021 Total Total 1.0 1.2 3.6 1.2 0.3 0.2 0.4 0.4 1.4 1.1 1.5 1.7 0.9 2.3 1.1 18.3 0.8 1.0 1.0 0.5 6.5 0.9 0.4 11.0 29.3 0.5 0.6 0.8 0.4 0.1 0.1 0.1 0.2 0.3 0.3 0.3 0.6 0.2 0.6 0.3 5.3 0.1 0.3 0.1 0.1 0.4 0.0 0.0 1.0 6.3 15.2 20.6 4.2 6.2 0.0 0.0 0.0 0.0 4.2 4.2 13.0 15.1 0.4 6.3 9.4 98.8 1.0 2.1 1.0 1.2 1.4 1.8 0.8 9.3 108.1 B2B B2C Both # of DCs Widespread DC network Source: Company Key in achieving… Proximity to each operational market Ease of transfer and flow of merchandise across markets Centralized approach for the inventory management IFC
Leveraging in-house production experience and capability 34 Design Procurement Production Distribution & Logistics Sales operations Store operations DeFacto’s strategic partner, Solvoyo, brings an important edge by leveraging artificial intelligence in supply chain → DeFacto started to cooperate with Solvoyo, a global digital service provider specialized in the retail industry. The working relationship developed through the years, as the Company added more advanced supply chain modules to its system, and reaped the benefits of efficient forecasting and inventory management techniques In-season 1 Pre-season 2 Pricing 3 → Product allocations to individual stores → Demand forecasts of different attribute clusters → Predictive analytics for discount pricing → On time stock replenishment → Store to store transfer → Markdown optimization → Predictive analytics and machine learning → Product grading by store to optimize allocation such as color, size, fit and climate → Dynamic store clustering based on demographics → Assortment planning based on store clusters → Life-cycle estimation → Merchandise financial planning Proven results of technology in supply chain Increased on shelf availability of products from c.65% to c.85% c.95% demand forecast success rate On time delivery of right product to the right store Lower lost sales Reduced stock-outs by c.25% On time sourcing Source: Company IFC
Route-to-market strategy shaped with multiple customer touchpoints 35 Design Procurement Production Distribution & Logistics Sales operations Store operations Omnichannel model: DeFacto’s route-to-market strategy is shaped via integrating physical stores with online channel 1 Stores c.75%1 2 Online c.20%1 One-stop shop designed stores located at prime locations… Multi-platform strategy executed across markets… Turkey 301 Stores in Turkey with c.285k sqm net effective selling space International markets 1942 Stores in int. markets with c.143k sqm3 net effective selling space Own platform Marketplaces …capturing footfall across occasions 178 123 137 31 Defacto.com-originated sales’ share in total Online sales4 (2021B) c.20% Marketplace-originated sales’ share in total Online sales4 (2021B) c.76% …with sales derived from c.53% c.47% Street mix Mall mix Turkey-originated online sales’ share in total Online sales (2021B) International markets-originated online sales’ share in total Online sales (2021B) DeFacto aims to offer holistic shopping experience for their customers by integrating offline and online worlds (1) Remaining 5% belongs to Wholesale, Franchise and Ozon sales to 3rd parties (2) Includes 26 franchise stores (3) Excludes franchise stores (4) Excludes Pay-at-store with c.4% share Source: Company % share in 2021B Net sales IFC
Bringing DeFacto quality through well-established store network in Turkey… 36 Design Procurement Production Distribution & Logistics Sales operations Store operations DeFacto’s wide store1 network commands an extensive catchment area to attract its target market Marmara DeFacto stores: 46 DeFacto’s effective space per 1,000 people (sqm): 4.0 İstanbul DeFacto stores: 77 DeFacto’s effective space per 1,000 people (sqm): 5.4 Black Sea DeFacto stores: 24 DeFacto’s effective space per 1,000 people (sqm): 2.4 Eastern Anatolia DeFacto stores: 11 DeFacto’s effective space per 1,000 people (sqm): 1.5 77 46 47 24 43 37 11 16 Aegean DeFacto stores: 47 DeFacto’s effective space per 1,000 people (sqm): 3.9 Mediterranean DeFacto stores: 37 DeFacto’s effective space per 1,000 people (sqm): 2.9 Central Anatolia DeFacto stores: 43 DeFacto’s effective space per 1,000 people (sqm): 3.3 Southeastern Anatolia DeFacto stores: 16 DeFacto’s effective space per 1,000 people (sqm): 1.6 (1) As of October 2021 Source: Company, TUIK store network covers c.90% c.95% of Turkey’s population of Turkey’s total GDP DeFacto has successfully completed its land grabbing strategy and secured its foothold in high-traffic locations in almost every city in Turkey IFC
…and expanding international footprint from emerging to developed markets 37 Design Procurement Production Distribution & Logistics Sales operations Store operations DeFacto steps up its internationalization drive by expanding into developed markets, at the tailwind of growing online sales First wave: Internationalization through emerging countries Second wave: Expansion to developed markets with limited flagship stores 2012 - 2021 - Expected store openings in 2022 in Germany, the UK, the Netherlands and Austria Q4/2021: First flagship store in Berlin, Germany 168 international stores1 70 in MENA; 98 in CIS, CEE, Balkans and East Asian countries Internationalization journey continues… Established presence in emerging countries... … planned expansion in emerging countries as well as in developed countries Number of stores of top 6 countries by revenue in international market 33 29 24 Planned expansion in already penetrated markets Planned expansion to developed countries with flagship stores 8 17 15 5 11 3 3 NEW MARKETS 2 2 1 1 1 Kazakhstan Morocco Iraq Egypt Russia Belarus Ukraine Russia Egypt Other CIS Other MENA Germany UK Austria the Netherlands (1) Excluding franchise stores Source: Company # of stores as of October 2021 # of stores planned to be opened in 2022 IFC
International footprint of DeFacto 38 Design Procurement Production Distribution & Logistics Sales operations Store operations Global presence in over 90 countries through diverse operational models with its 2022 target to enter the UK, Austria and the Netherlands offline Online & Offline Online-only Offline-only 14 68 4 Franchise 13 # of countries Source: Company IFC
Multi-platform approach in online sales to maximize reach 39 Design Procurement Production Distribution & Logistics Sales operations Store operations Online sales through… Defacto.com platform 18+ 20% Marketplace 90+ 76% → DeFacto has evolved into a true omnichannel retailer through sustained investments, adapting itself to changing trends and customer needs, thereby attaining robust sales growth, especially via its own platform → DeFacto invested heavily in its online platform over the years, collaborating with its technology subsidiary, DeFacto Teknoloji → Defacto.com platform aims to provide users with a seamless customer journey through personalized offers, click and collect experience and top-notch recommendation tool → Distinctive omnichannel features such as Pay-at-store, click and collect and ship from store are also executed through Defacto.com platform → Throughout the years, DeFacto increased its social media footprint via local celebrities and influencers, in order to attract more customers and support the growth of the platform → DeFacto leverages its strong relationships with marketplaces to gain easier access to new markets, as part of its international expansion strategy → Online sales through marketplaces enable DeFacto to collect valuable customer data; identify market potential; gain insights into customer habits and preferences; and adapt to local conditions, before contemplating the costlier option of launching its Defacto.con site and opening physical stores in a new market → DeFacto follows this as its main online strategy to facilitate market penetration and establish brand awareness, which also serves as a tool to increase Defacto.com sales over medium/long term → The Company hired account managers with local language and market skills, as part of its one-year expansion plan comprising 90 countries. Recently, DeFacto started to collaborate with marketplaces in India and Latam region Select list of strategic partner marketplaces → Platform is also designed to provide the same unique shopping experience from each device, facilitating shopping at each occasion Multi-device availability Pay-at-store 4% → The Company encourages customers to enjoy the convenience of innovative features such as Pay-at-store, Click and Collect thanks to its developed omnichannel infrastructure → Pay-at-store and Click and Collect are available at every store in Turkey and has growing availability in international markets # of countries % share in 2021B Online sales Source: Company IFC
DeFacto’s online journey over the years 40 Design Procurement Production Distribution & Logistics Sales operations Store operations Being one of the early adopters of digital transformation in the fashion industry, DeFacto is well-equipped to deliver a seamless online shopping experience to its customers 2012 2013-2016 2017-2018 2018-2020 2021- Onwards Step 1 – Launch Step 2 – First steps Step 3 – Strategy shift Step 4 – Growth Future is here → Set up online presence → Provided basic information to customers → Offloaded excess merchandise from previous seasons → Focus on clearing out stock from previous seasons → Product variety limited with outlet products only 2016 → Limited product variety → Initiated selling products on → No substantial growth marketplaces → Appointed new team → Mobile application → Expansion of online presence in → Changed product mix from outlet to current stock relaunched → Online website redesigned 90+ countries through marketplaces → Tested “click and collect” in exceeding offline enhanced → Increased product variety, → Online catalog styling − Exclusive product lines updated weekly → Increased inventory levels → First online sales in Kazakhstan, Egypt, Morocco and Iraq and size availability → Launch of Defacto.com in → In-store ordering in pilot phase in Istanbul → “Ship from Store” launched in 2018 Germany and in the UK and surge in online sales → Improving shopping experience initiatives: − − Launch of Astrafit Launch of Snap-by → “Ship from Store” expanded to 15 countries within 2018 → Initiated collaborations with strong local players in new geographies such Latam, India and East Asia → Started working with locally-based account managers to gain deeper insights into customer demand and improve communication → Defacto.com platform constantly streamlined to support growth Management’s target for online sales by 2026 % share of Online sales in Net sales Source: Company 2018 2% 2020 17% 2021 c.20% 2026 c.50% IFC
Case study: DeFacto’s exemplary success with Zalando 41 Partnership Two-tiered market expansion Strong partnership continues… 1st phase 2nd phase DeFacto live in 4 markets DeFacto live in an additional 8 markets Continuous expansion in Europe March 2020 April 2020 May 2020 October 2020 → In March 2020, DeFacto joined Zalando via Partner Program, under the concept of reaching the widest fashion customer base possible → The program enables DeFacto to readily access a large and diverse, previously untapped customer potential → Based on data forecasts provided by the Partner Program, DeFacto went live in four markets → Testing its offer in these markets first, DeFacto became acclimated to this platform, especially with respect to assessing the right level of assortment depth and width to meet demand → DeFacto ensured a solid stock flow to Zalando Fulfillment Solutions warehouses → DeFacto went live in an additional eight markets in May, paving the way for an incremental net merchandise value (NMV) growth of 9,700+% from March to October 2020 → DeFacto leveraged its Partner’s logistical infrastructure in Europe, saving both time and money → Internationalization drive remains under way, to continue with other European countries → Increasing assortment width through new category additions → Integration process in new markets facilitated by integrator partner, ChannelAdvisor Impressive expansion success with Zalando 12 markets in less than 4 months 4x sales in less than 4 months 9,700+% NMV growth in less than 4 months Source: Company, Zalando website IFC
Diligent evaluation on store opening process 42 Design Procurement Production Distribution & Logistics Sales operations Store operations Site identification Site evaluation Term negotiation Fit out and recruitment Opening → Search criteria → Site visits → Agent relationship → Feasibility analysis → Regular contact → Business case → Letter of intent Go / No Go decision by Head of Expansion → Legal review by → Handover to lawyers technical team → Marketing activities → Lease agreed → Capex deployment → Pre-exchange check list → Store fitted out by store development team → Virtual merchandising team handling final pre-opening phase Up to 2 years before opening Source: Company c.8 weeks c.2 weeks c.10 weeks The whole process is managed by a dedicated team of 11 employees IFC
One-stop shop concept promises pleasant in-store shopping experience… 43 Design Procurement Production Distribution & Logistics Sales operations Store operations Store design of one-stop shop concept… …offering visitors an enjoyable shopping experience Sample DeFacto store layout 1 2 3 4 5 WOMEN [ ] MATERNITY 8 7 6 HOMEWEAR LINGERIE KIDS GIRL DEPOT 2 1 MEN F.R. MEN HOMEWEAR 3 4 5 6 7 CASH DESK CASH ACC SMART WOMEN ACC MEN ACC WOMEN CASUAL MEN CASUAL [ C H N O I ]. R. F S D K I C C A S D K I KIDS BOY D E N M I WOMEN ACTIVEWEAR MEN ACTIVEWEAR WOMEN YOUNG MEN YOUNG D E N M I Visually appealing store designs More light and more space FASHION ENTRANCE ENTRANCE ENTRANCE Turkey International c.950 sqm c.850 sqm Average store size Source: Company Individual sections for each product category Store sections suited to target customers Comfortable and easy shopping experience Employee incentivization at the register to promote cross-selling opportunities Tailor-made employee ranking system creating a fair ground and visibility for high-performing staff Smart fitting rooms equipped with a call staff button for customers requiring a different size or colored item IFC
…as well as displaying DeFacto’s popular product assortment to customers 44 Design Procurement Production Distribution & Logistics Sales operations Store operations Basics Repeated and updated style Trendy basic Repeated and updated style Acceptable fashion Proven and reordered New fashion New offering c.20% c.25% c.53% c.2% → Value for money → Quality → Always in style → Broad appeal → Fashion details → Innovation → New trend → Easily adopted → Commercial details → Variety → Question mark → Test product 30% of product range are repeat styles, while 65% are re-orders of successful test styles 10-15% of the product assortment is made from regenerated yarn % share in 2021B Net sales Source: Company IFC
Supportive franchise model to foster international expansion efforts 45 Design Procurement Production Distribution & Logistics Sales operations Store operations DeFacto’s franchise model is based on supporting its franchisees at all aspects to ensure the same quality of service with its own stores Model No royalty in place DeFacto sells products to franchisees Operational support Global best practice IT Marketing Integrated technology with DeFacto HQ Traditional and new-age Training model Alignment with DeFacto staff training program Construction Cost effective build DeFacto’s franchise opening criteria Supporting franchisees in every step of the way Well-defined franchise pre-qualification criteria Continuously monitoring franchises according to key performance criteria Long-term business relationships with operational franchisees Global thinking and local approach for effectively penetrating markets with high barriers to entry No inventory and consignment agreement risk Integrated IT system enabling seamless monitoring of DeFacto Kosova franchise Tajikistan franchise Source: Company Azerbaijan franchise IFC
III. Business model overview - Operational flow - Key business functions A. Sustainability B. HR C. Marketing D. Technology IFC
Sustainability at the heart of operations… 47 01 Supplier code of conduct → DeFacto suppliers DeFacto are required to comply with certain conditions, such as UNGC Principles, Universal Declaration of Human Rights, ILO and DeFacto’s social values → Supplier audits are conducted regularly by the Company in order to examine the capabilities → Key supplier audits include child labor (not accepted under any circumstances), fire and safety, use of personal protective equipment 02 Testing → Physical and analytical testing laboratories, in accordance with European Union Accreditation standards, analyze; — Product quality — Non-fire safety 03 Sustainability — Baby and kids apparel safety — Ecological standards and hazardous chemicals → Management of impacts arising from activities and products with awareness is DeFacto’s responsibility to the environment, employees and society Recycled 4 mn1 parcels and 3.6k1 tons of paper Adoption of zero waste target of waste management Reduced avg. yearly per sqm electricity consumption in stores by c.37%1,2 compared to 2015 7.7k1 tons water saved for 770k products 1.2k1 tons scraps reused for 4.3 mn1 products 04 Environmental and social responsibility initiatives → Committed member of Global Compact Alliance, as well as local initiatives Sustainability is central to the strategy 10-15% of the product assortment is made from regenerated yarn (1) 2020 figures (2) Turkey stores (2017-2019) Source: Company IFC
… and central to DeFacto’s strategy 48 Ethical and sustainable retailer compliant with ESG standards Sustainability is embedded in DeFacto’s operations… …aimed at generating the best combination of fashion and sustainability Environmental Social Sustainability at core Governance DeFacto is a committed Global Compact1 and Women Empowerement Principles2 signatory since 2014, and uses Global Reporting Initiative (GRI) standards as a guide (1) Since 2014 (2) Since 2015 Source: Company → DeFacto has a clear mission to deliver fashionable products at good quality and at value prices by meeting exemplary sustainability criteria 1 Environmental → DeFacto’s main priorities are — Reducing raw material consumption — Preventing water and energy waste in production — Efficient energy usage in stores 2 Social → DeFacto administers stringent audit measures to its suppliers, ascertaining that good practices are applied throughout the supply chain — DeFacto audited more than 500 suppliers in 2020 → The Company tests all of its products’ compliance by Standard 100 Oeko- Tex, certifying the highest quality and safety product standards → DeFacto organizes special days every year to evaluate creations and exchange ideas with its suppliers 3 Governance → DeFacto established sound corporate governance principles (independent board, separation of ownership and management) and has well-operating audit and risk committees in place to prevent internal/external risk factors that could pose a threat to business → C-suite responsible for leadership and oversight of sustainability efforts IFC
DeFacto strongly committed to achieving sustainability goals 49 Sustainability is a core component of DeFacto’s long-term vision, with key targets scheduled for implementation Achievements 2020-2021 Goals for the future 2023 2030 → Use of parcels made from recycled paper has been started. 4 mn waste parcels and 3.6k tons of wastepaper were recycled annually → Maintain cooperation with civil society → 100% sustainable cotton organizations and associations to support → 100% recycled polyester → 100% sustainable linen → 100% renewable energy consumption at own locations → 7.7k tons of water saved for 770k sustainable sustainability products → Prevented waste generation by reusing 1.2k tons of scrap in 4.3 mn products → Conducted more than 500 supplier audits → Upholding environmental values, while creating fashion: With 3.5 mn recycled products and 260,000 tons of water savings, DeFacto has met the clean water needs of 4-member 11,682 households for one month → DoğaKalpBen collection constitutes 35% of total goods sold → 100% zero waste in main stores and logistics → 100% Green to Pack → 100% plastic-free disposable materials → More than 500,000 people received seed tags → Eco-friendly stores Social awareness campaign in back to school period to inspire social awareness at early ages 2.1 mn views 400k likes Source: Company IFC
Strong HR culture dedicated to promoting best in class work environment 50 C-suite on charge of key departments… CEO CFO Finance and e-commerce CMO Marketing …managing a dedicated workforce of 13,000 people CGO1 Expansion and offline operations CSCO2 Supply chain, audit and project management Headquarters c.2,000 Stores c.10,000 Warehouses c.1,000 Like-minded talent pool connecting with DeFacto’s consumer base… …retained and recruited through visionary corporate initiatives → At the forefront of DeFacto’s success lies its desire to understand its customer → Cognizant of the fact that its younger generation employees set it apart from base, starting from its own employees → DeFacto’s young talent pool, 97% of which pertains to Generation Z and Y, competition, DeFacto is keen to maintain a friendly and joyful workplace − DeFacto employs a Happiness Director overseeing employee morale enables the Company to connect with its customer base − DeFacto encourages its employees to broaden their horizons through its → Taking cues from its employees, DeFacto excels in new designs, delineating seasonal trends and next generation clothing ideas own online learning system, DeFacto Academy → DeFacto conducts management trainee programs to attract new talent from reputable universities − c.65% of DeFacto employees are university graduates # of employees (1) Chief Growth Officer (2) Chief Supply Chain Officer Source: Company IFC
360˚marketing with focused messaging across multiple customer points Effective use of both traditional and digital media marketing 51 Marketing efforts are scattered across the brand calendar, including those marking traditions and celebrations (Christmas, Ramadan, etc.) 5 4 Printed Media Magazines, Newspapers Video All Video Content Platforms Yotube etc. TV TVC, Scenario, Integrations, Garment Sponsorships Events All Instore and Mall Events 1 E-mailing Mailing and Newsletter Mobile Platforms Apps, SMS and Other Mobile Digital Media Channels Radio National, Regional Digital Media Web pages, All Other Platforms Blogs Bloggers, Mass Web Pages Social Media Proactive Social Media, e-dictionary Search Engines Targeting, SEO and Traffic DeFacto Channels Defacto.com.tr 3 2 Ratio of marketing expenses over net sales of c.1.5% in the historical period increased to c.2.5% in 2021B which is estimated to increase to c.3.5% in 2022 and gradually to c.6.5% by 2026; continuous brand investment to fuel growth, increase geographical footprint and increase online presence Source: Company 1. One-stop Shop Strategy Effective use of all available communication media TV ads are key to sustaining brand awareness, both in Turkey and international markets For Women: Support “fashion” perception among women and promote women customers’ potential with continuous interaction For Men: Communicate seasons, Father’s Day, holiday periods For Kids: Special advertisements and collaborations and license collaborations to widen brand reach and to convert one-time shoppers to loyal customers 2. 365-Day Digital Support Enhanced collaboration with local influencers to reinforce bonds with customers both in Turkey and international markets Close interaction with customer base with professional social media account management Specialized discount campaigns for social media followers, to promote mobile application usage and brand awareness 3. Online and Offline, Integrated Projects 360 Support Continuous communication with customers to bridge online and instore shopping experiences, and drive omnichannel capabilities Loyalty card initiative launched to collect valuable customer data Plans include tailored shopping recommendations to customers, based on their past preferences Effective use of search engine optimization (SEO) marketing to attract traffic to Defacto.com 4. In-Store and Event Marketing 52-week new product and pricing communication Occasional event sponsorships 5. Content Marketing Available throughout the year to support all campaigns Theme-based campaigns to promote social awareness DeFacto’s “Back to School” campaign to promote sustainability ideas among students IFC
Leveraging in-house production experience and capability 52 → Employing 60 engineers, wholly-owned subsidiary DeFacto Teknoloji provides a unique competitive edge, with in-house ERP system tailored to DeFacto’s specific needs In-house IT capabilities secured by DeFacto Teknoloji E-Commerce → E-Commerce and Omnichannel Platforms (in-house) → Mobile app & mobile web IT Business Services → ERP applications (in-house) → 3rd party applications → Application integrations → B2B, web & mobile applications Business Intelligence → Data warehouse → Reporting & analytics services → Big data platform Source: Company IT Infrastructure Services → Datacenter (Main & disaster recovery) → Server and storage → Network → Database management → Monitoring (availability and capacity & performance) → Backup and replication services Information Security → IT governance → Information security → Access & identity management → Security monitoring & intervention Service Desk → Incident management → Request fulfillment for all DeFacto ecosystem with defined service-level agreements IFC
IV. Financial overview IFC
Basis of preparation 54 Proposed Transaction scope includes minority stake sale of 10.67% treasury shares of DeFacto owned by the Company, as described in Executive Summary → DeFacto prepares three sets of consolidated financial information with fiscal year being the 12-month period as of January 1 of the calendar year, ending on December 31 of the calendar year (i.e., 01.01.2020 – 31.12.2020) − Statutory accounts: DeFacto’s statutory accounts are prepared in accordance with the Turkish Commercial Code for tax filing purposes − Management accounts: DeFacto keeps its management accounts IFRS-like in TL on a consolidated basis, and issues monthly accounts detailed at geography and channel level - Compatible with IFRS financials except for 2 applications: (i) IFRS 16 implementation and (ii) recording of some merchandise costs under COGS, as opposed to under OPEX in IFRS accounts (Please refer to Appendix for further details) − IFRS financials: DeFacto’s consolidated IFRS financials issued on a quarterly basis are audited by Deloitte since 2020 and by KPMG theretofore Historical financials presented in this section are based on the consolidated Management accounts of DeFacto → DeFacto management tracks its consolidated operational performance under 4 main segments; (i) Turkey operations, (ii) Developing markets, (iii) Developed markets and (iv) Others including Wholesale operations, Franchise operations and Ozon sales to third-parties → For main segments; namely Turkey, Developing markets and Developed markets; the management follows both holistic and channel-based performance reporting, analyzing the segments under 2 main channels, covering Store operations and Online operations which include performance of Defacto.com, Marketplace operations as well as Pay-at-store operations − Although Pay-at-store operations are covered and reported under Online channel performance, management periodically reviews effective selling space performance and direct costs for Store and Pay-at-store operations combined, for effective and efficient growth and profitability analysis → Management reports for segments and channels go up to the contribution level which comprises cost of goods sold as well as channel-based direct costs including personnel, building, marketing and other operational expenses 2021 Budget and forecast period (2022-2026) presented in this section are prepared by DeFacto management, on a consolidated basis, as per below → 2021B – 2026E figures are on the same basis with Management accounts as explained above, presenting management estimates for the forecast period → c.15% of price and cost correction have been incorporated to the 2022E business plan by the management considering recent sharp devaluation of TL and increasing inflationary environment; a portion of this correction has already been applied for prices as well as costs Management prepared forecast period Management accounts as per the macro assumptions below Inflation (TL) USD / TL (Avg) USD / TL (EoP) EUR / TL (Avg) EUR / TL (EoP) Source: Company, IMF 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 11.8% 5.68 5.95 6.35 6.66 14.6% 7.02 7.35 8.03 9.02 20.0% 8.90 13.80 10.50 15.59 18.0% 14.42 15.04 16.30 17.00 15.0% 16.17 17.30 18.27 19.55 15.0% 18.60 19.89 21.01 22.48 15.0% 21.39 22.88 24.17 25.85 15.0% 24.59 26.31 27.79 29.73 IFC
Financial overview on DeFacto as a whole 55 Net sales1 (TL mn) Key remarks 5% 17% 19% 22% 30% 37% 44% 50% Covid-19 17% vs 1,341 267 25 4,564 2,931 2019A +27% 4,223 2,399 2020A 254 147 1,423 7,344 4,026 2021B +40% 931 18,288 1,572 6,441 9,344 24,076 2,500 8,802 11,448 39,429 2,651 5,849 13,969 1,902 31,223 3,851 11,438 1,327 14,032 16,960 13,067 4,586 7,074 700 706 388 405 2,525 2022E 2023E 2024E 2025E 2026E Turkey Developing markets2 Developed markets3 Others % share of online International operations EBITDA4 (TL mn) 14.4% 10.4% 14.6% 15.2% 15.9% 16.4% 16.1% 16.0% 14.3% 10.3% 13.8% 13.8% 13.8% 14.0% 14.4% Covid-19 656 655 1 439 434 4 1,061 47 1,014 1,940 141 1,799 2,798 267 2,531 3,682 309 3,373 4,599 92 4,507 2019A 2020A 2021B 2022E 2023E 2024E 2025E 15.2% 5,640 5,978 -338 2026E Topline growth across geographies and channels; focusing on further internationalization and online conversion Targeting around 55% international sales and around 50% online sales by 2026E Focusing on recently added categories such as kids and continuous shift to more value-added products Sustained investment in technology and human resources enabling steady growth and profitability Operational excellence and close monitoring of cost items facilitating margin improvement Robust EBITDA margin despite Defacto.com’s international operations still at ramp-up stage contributing negative to EBITDA during the projection period EBITDA EBITDA exc. Defacto.com international EBITDA % EBITDA % exc. Defacto.com international CPI (1) Represents store and online operations for each market. Others constitute the total sales for Wholesale, Franchise and Ozon sales to third-parties (2) Consists of MENA, CIS, Balkan and East Asian countries (3) Consists of Western European countries (4) Excluding IFRS 16 effect Source: Company, TUIK IFC
DeFacto, a success story for profitable growth with a global vision from Day 1 56 DeFacto’s key strategies… …enriched with regional strategies for agility and flexibility Shift towards more profitable products Maintain keener focus on baby and kids segment Turkey operations “Focus on further enhancing brand positioning, consumer acquisition and market share” → Focus on Defacto.com and marketplaces; online is a key pocket to deep-dive in Turkey → Continuously explore growth opportunities both for new marketplaces, as well as shifts to Defacto.com from marketplaces → Enhance inventory management; avoid stock-outs and integrate effective AI system into online operations → Opportunistic new store openings; focus on enhancing efficiency at existing stores in terms of cost and sqm usage Place emphasis on online, technology and HR → Continuous brand investment Developing markets Closely monitor consumer trends and be a leader Be opportunistic and explore growth opportunities across geographies and channels Better inventory management and SKU optimization “Replicate the success in Turkey for continuous expansion and profitable growth across channels” → Grow in existing markets and explore new markets for geographical expansion (such as Latam, India, etc.) → Heavily invest in online growth (Egypt is priority), focusing on both Defacto.com and marketplaces; China is medium- term target for online growth → Store openings are still important strategy where the shift from unorganized to organized retail is a key trend in Developing markets; growth supported by increasing brand awareness and experience in store strategies → Opportunistically explore growth via franchises, especially for markets where local presence and know-how are key Developed markets “Key milestone for globalization with more online, less physical strategy” → Focus on online; enter with marketplace, establish brand awareness and continue with Defacto.com → Increase global presence with less capital and resource incentive strategy; mainly focusing on European countries and US Big data analysis → Physical entry to Germany in 2021 will be followed with the UK, Austria and the Netherlands in 2022 → Extending its global footprint, will seek to become the “sought after brand” by tourists in Developed markets Source: Company IFC
Overview of store and online operations Turkey operations Developing markets Developed markets Others 57 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # 318 300 308 316 325 330 335 340 Turkey net sales TL mn 2,931 2,399 4,026 7,074 9,344 11,448 14,032 16,960 17.2% 33.3% growth Store % of net sales Online % of net sales % % % % % -18.1% 67.8% 75.7% 32.1% 22.5% 22.6% 20.9% 2,734 1,938 3,289 5,639 6,920 7,606 8,225 8,884 9.7% 22.0% 93.3% 80.8% 81.7% 79.7% 74.1% 66.4% 58.6% 52.4% 197 461 737 1,435 2,425 3,842 5,807 8,076 93.6% 61.4% 6.7% 19.2% 18.3% 20.3% 25.9% 33.6% 41.4% 47.6% Gross profit TL mn 1,341 1,057 1,965 3,319 4,449 5,497 6,738 8,127 21.1% 32.8% margin % 45.8% 44.1% 48.8% 46.9% 47.6% 48.0% 48.0% 47.9% Operational costs TL mn 773 684 1,000 1,683 2,144 2,544 3,095 3,742 13.7% 30.2% % of net sales % 26.4% 28.5% 24.8% 23.8% 22.9% 22.2% 22.1% 22.1% Personnel expenses TL mn 285 234 352 580 727 880 1,054 1,269 11.1% 29.3% Building expenses TL mn 326 248 360 570 696 734 790 851 5.0% 18.8% Marketing expenses Operational expenses TL mn 18 28 42 100 127 162 243 352 52.3% 52.8% TL mn 144 174 246 434 595 768 1,007 1,270 30.8% 38.9% Contribution TL mn 568 373 965 1,636 2,305 2,953 3,643 4,385 30.4% 35.3% margin % 19.4% 15.6% 24.0% 23.1% 24.7% 25.8% 26.0% 25.9% Source: Company → The figures on the left pertain to DeFacto’s Turkey operations, comprising DeFacto stores and online operations → Management tracks Turkey operations under two main sales channels, stores and online, which account for c.82% and c.18% of 2021B Turkey net sales, respectively → As clearly denoted by historical figures, a shift to online operations is evident, as DeFacto management has adapted its business strategy over the years in parallel with the changing global retail landscape and trends → With the Covid-19 pandemic having upended the retail industry with forced store closures, DeFacto has successfully pivoted its operations to serve its customers through the online channel − Online sales’ share increased to 19% in 2020, as DeFacto quickly responded to the changing realities of the retail sector, thanks to its well-invested online infrastructure − Going forward, the weight of the online channel in Turkey net sales is projected to rise towards c.50% as of 2026E → DeFacto showed strong resilience against the uncertainties and disruptions caused by Covid-19 by closely controlling its cost base and store operations through constant efficiency improvements and monitoring of day-to-day operations − Gross profit margin improved in 2021B due to a longer inventory days as well as DeFacto’s substantial efforts towards managing demand fluctuations through Ozon’s supplier management expertise, ongoing supplier optimization and improved inventory management techniques; later 3 estimated to have permanent impact on gross profit margin → As a result of management’s cost-control approach, operational cost increases were kept at a minimum in 2020, despite store closures due to Covid-19 → Contribution margin is projected to improve to 26% from 24% over the next five years, due to improving category & brand mix, maturing online sales and scale impact IFC
Overview of store operations Turkey operations Developing markets Developed markets Others 58 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # Effective net selling space sqm k 318 279 300 223 308 241 316 292 325 300 330 307 335 313 340 319 Sales per sqm TL/sqm 9,799 8,675 13,662 19,342 23,034 24,772 26,264 27,845 18.1% 15.3% growth % -11.5% 57.5% 41.6% 19.1% 7.5% 6.0% 6.0% Store net sales TL mn 2,734 1,938 3,289 5,639 6,920 7,606 8,225 8,884 9.7% 22.0% growth % -29.1% 69.7% 71.5% 22.7% 9.9% 8.1% 8.0% → In Turkey, DeFacto has implemented an effective land grabbing strategy over the years, capturing strategic locations in frequented venues with high consumer traffic − Store network across Turkey reached more than 300 stores → After having taken DeFacto brand to almost every city in Turkey, the Company decided to adapt store optimization and efficiency strategy → Pursuing an opportunistic approach to new store openings and being constantly on the lookout for new prime locations across Turkey, management targets 340 stores by 2026E Gross profit TL mn 1,265 867 1,640 2,663 3,330 3,712 4,030 4,353 13.8% 21.6% − margin % 46.3% 44.8% 49.9% 47.2% 48.1% 48.8% 49.0% 49.0% Operational costs TL mn 712 560 805 1,291 1,565 1,678 1,802 1,945 6.3% 19.3% % of store net sales % 26.0% 28.9% 24.5% 22.9% 22.6% 22.1% 21.9% 21.9% Contribution TL mn 554 307 835 1,372 1,766 2,034 2,228 2,408 22.8% 23.6% margin % 20.3% 15.9% 25.4% 24.3% 25.5% 26.7% 27.1% 27.1% Additional analysis with Pay-at-store performance1 CAGR Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Store net sales Pay-at-store sales Total TL mn TL mn TL mn 2,734 1,938 3,289 5,639 6,920 7,606 8,225 8,884 9.7% 22.0% 17 43 64 226 538 951 1,448 2,034 94.0% 100.0% 2,751 1,981 3,353 5,864 7,457 8,557 9,673 10,919 10.4% 26.6% Sales per sqm2 TL/sqm 9,859 8,869 13,927 20,116 24,824 27,868 30,886 34,222 growth % -10.0% 57.0% 44.4% 23.4% 12.3% 10.8% 10.8% Contribution TL mn 557 315 848 1,447 1,953 2,370 2,743 3,132 23.5% 29.9% margin % 20.2% 15.9% 25.3% 24.7% 26.2% 27.7% 28.4% 28.7% Sub-brand store openings such as DeFacto Fit are included in the targets → Store sales’ share is expected to gradually decrease to c.50% from c.80% in 2021B with an accelerating shift to online → Despite this demand shift, management plans to increase sales per sqm in 2022 and 2023 through improved category mix, more effective sqm usage and implementation of technological tools in stores → Gross profit margin improved in 2021B mainly due to slower inventory turnover and is expected to decrease in 2022 to c.47%, with slight improvements envisaged thereafter due to shift towards value-added products and supplier optimization; tactical moves by the management creating lasting margin improvements → Improvements in operational costs are mainly due to effective personnel and rental expense strategies, and better inventory management with omnichannel integration − Leveraging its anchor store status in malls, DeFacto exerts its bargaining power in rental term negotiations → As part of their holistic omnichannel strategy, management monitors the effect of Pay-at-store sales’ efficiency on sales per sqm and contribution, as denoted by figures on the left (1) Pay-at-store sales are sales to store customers whereby payment is made at store and merchandise is shipped to customer (2) Calculated using effective net selling space presented in this page Source: Company IFC
Overview of online operations Turkey operations Developing markets Developed markets Others 59 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Online net sales TL mn 197 461 737 1,435 2,425 3,842 5,807 8,076 93.6% 61.4% growth % 134.3% 59.9% 94.6% 69.0% 58.4% 51.2% 39.1% Defacto.com TL mn 99 179 203 426 738 1,210 1,933 2,843 42.8% 69.6% % of online net sales % 50.5% 38.7% 27.5% 29.7% 30.5% 31.5% 33.3% 35.2% Marketplace TL mn 81 239 471 784 1,149 1,681 2,426 3,198 141.8% 46.7% % of online net sales % 41.0% 51.9% 63.9% 54.6% 47.4% 43.8% 41.8% 39.6% Pay-at-store TL mn 17 43 64 226 538 951 1,448 2,034 94.0% 100.0% % of online net sales % 8.6% 9.4% 8.6% 15.7% 22.2% 24.7% 24.9% 25.2% Gross profit TL mn 76 190 325 656 1,118 1,785 2,707 3,774 107.1% 63.3% margin % 38.5% 41.1% 44.1% 45.7% 46.1% 46.5% 46.6% 46.7% Operational costs TL mn 61 124 195 393 580 866 1,293 1,797 78.1% 55.9% % of online net sales % 31.2% 26.8% 26.4% 27.4% 23.9% 22.5% 22.3% 22.3% Contribution TL mn 14 66 130 263 539 919 1,415 1,976 201.4% 72.3% margin % 7.3% 14.3% 17.6% 18.4% 22.2% 23.9% 24.4% 24.5% Source: Company → For online business, management tracks the performance under three main sub-channels: Own online platform “Defacto.com”; 3rd party marketplaces such as Trendyol and Hepsiburada; and omnichannel feature of Pay-at-store option → Online sales posted massive growth in 2020, accounting for c.19% of total Turkey net sales, taking leverage from increasing online shopping habit during Covid-19 − The Company was able to handle the spike in online sales, thanks to its well-established tech infrastructure → Marketplaces, where DeFacto’s sales doubled year over year, were the main growth driver of online sales in 2020 and 2021B, surpassing Defacto.com → Capitalizing on its strong online infrastructure and supply chain, the Company focused on boosting its online existence via marketplaces and going forward, DeFacto seeks greater shift to Defacto.com from marketplaces → Operational costs are expected to increase in 2022 mainly as a result of new marketplaces being introduced to the system, driving marketing expenses to Turkey online sales up by c.1% − Marketing expenses decrease over time and normalize at c.4% of Turkey online sales → Personnel expenses grow in tandem with a larger account management team to cover a wider marketplace network → Management has identified several improvement areas to increase contribution margin by gaining further efficiencies in operational costs mainly through − Reducing logistics costs by distribution of merchandise from fewer stores, deepening inventory and integrating smaller warehouses into the main DC in Çerkezköy → DeFacto aims to quickly replicate the profit ramp-up captured in the contribution margin in Turkey to international markets, which are currently at a slightly earlier stage IFC
Overview of store and online operations Turkey operations Developing markets Developed markets Others 60 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # 146 149 160 179 198 217 233 245 Developing net sales growth Store TL mn 1,341 1,423 2,525 4,586 6,441 8,802 11,438 13,969 37.2% 40.8% % 6.1% 77.5% 81.6% 40.4% 36.7% 30.0% 22.1% TL mn 1,329 1,324 2,264 3,852 4,744 5,701 6,609 7,188 30.5% 26.0% % of net sales % 99.2% 93.1% 89.6% 84.0% 73.7% 64.8% 57.8% 51.5% Online TL mn 11 99 261 734 1,696 3,101 4,830 6,781 n.m. 91.8% % of net sales % 0.8% 6.9% 10.4% 16.0% 26.3% 35.2% 42.2% 48.5% Gross profit TL mn 706 718 1,323 2,388 3,409 4,685 6,094 7,461 36.9% 41.3% margin % 52.7% 50.4% 52.4% 52.1% 52.9% 53.2% 53.3% 53.4% Operational costs TL mn 351 414 748 1,244 1,846 2,598 3,372 4,128 46.0% 40.7% % of net sales % 26.2% 29.1% 29.6% 27.1% 28.7% 29.5% 29.5% 29.5% Personnel expenses TL mn Building expenses TL mn Marketing expenses Operational expenses TL mn TL mn 105 176 5 64 Contribution TL mn 355 105 187 8 114 304 184 309 24 315 485 51 423 580 166 587 682 313 787 792 364 986 32.1% 39.9% 861 32.7% 22.7% 438 111.0% 78.3% 231 393 678 1,016 1,429 1,843 89.3% 51.5% 575 1,144 1,563 2,086 2,722 3,333 27.2% 42.1% margin % 26.5% 21.3% 22.8% 24.9% 24.3% 23.7% 23.8% 23.9% Contribution1 TL mn 357 305 576 1,139 1,588 2,130 2,656 3,181 27.1% 40.7% margin1 % 26.6% 21.8% 23.3% 25.8% 26.3% 26.6% 26.2% 26.0% → On top of its growth in Turkey, DeFacto focused on establishing a sound market presence by investing heavily in brand equity in Developing markets over the years → The Company first targeted MENA and CIS regions due to their attractive fundamentals and growth potential on the back of i) young and growing populations ii) low level of global brand penetration and iii) ample room for online penetration → The Company later penetrated to Malaysia and CEE region as part of its globalization journey, reaching 168 stores as of October 2021 → Store sales, which constitute c.90% of Developing market sales as of 2021B, are estimated to post 26% CAGR over the next five years, underpinned by solid store openings in MENA and CIS regions and organic growth for existing stores → Online channel, on the other hand, is projected to generate 92% CAGR, capturing further share within Developing market operations − Online sales in Developing markets are forecasted to constitute c.50% of Developing markets net sales in 2026E, up from c.10% levels in 2021B, on the back of growing partnerships with several marketplaces in the region with extensive local market knowledge → Gross profit margin is projected to edge up c.1.5% through the forecast period, supported by DeFacto’s established knowhow in textiles and supplier optimisation → Operational costs increase along with higher marketing and operational expenses to support market penetration in both physical and online worlds → Contribution margin1, stabilizing at c.26% over the years, is to be analyzed excluding Defacto.com which is at ramp-up stage (1) Excluding Defacto.com at ramp-up stage Source: Company IFC
Overview of store operations Turkey operations Developing markets Developed markets Others 61 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # Effective net selling space sqm k 146 119 149 97 160 132 179 161 198 186 217 212 233 232 245 247 Sales per sqm TL/sqm 11,138 13,660 17,193 23,978 25,444 26,931 28,538 29,150 24.2% 11.1% growth % 22.6% 25.9% 39.5% 6.1% 5.8% 6.0% 2.1% Store net sales TL mn 1,329 1,324 2,264 3,852 4,744 5,701 6,609 7,188 30.5% 26.0% growth % -0.4% 71.0% 70.2% 23.2% 20.2% 15.9% 8.8% Gross profit TL mn 701 662 1,169 1,985 2,478 3,005 3,483 3,788 29.1% 26.5% margin % 52.7% 50.0% 51.6% 51.5% 52.2% 52.7% 52.7% 52.7% Operational costs TL mn 348 363 592 928 1,115 1,317 1,524 1,652 30.4% 22.8% % of net sales % 26.2% 27.4% 26.2% 24.1% 23.5% 23.1% 23.1% 23.0% Contribution TL mn 353 298 577 1,057 1,363 1,687 1,958 2,136 27.9% 29.9% margin % 26.6% 22.5% 25.5% 27.4% 28.7% 29.6% 29.6% 29.7% Additional analysis with Pay-at-store performance CAGR Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Store net sales Pay-at-store sales Total TL mn TL mn TL mn 1,329 1,324 2,264 3,852 4,744 5,701 6,609 7,188 30.5% 26.0% 0 0 0 83 226 562 892 1,331 n.a. n.a. 1,329 1,324 2,264 3,935 4,970 6,264 7,501 8,519 30.5% 30.4% Sales per sqm1 TL/sqm 11,138 13,660 17,193 24,495 26,655 29,586 32,390 34,549 growth % 22.6% 25.9% 42.5% 8.8% 11.0% 9.5% 6.7% Contribution TL mn 353 298 566 1,077 1,417 1,836 2,205 2,520 26.7% 34.8% margin % 26.6% 22.5% 25.0% 27.4% 28.5% 29.3% 29.4% 29.6% (1) Calculated using effective net selling space presented in this page Source: Company → Following an aggressive land grabbing strategy pursued in Turkey, the Company’s international expansion started with Kazakhstan, where its debut store was launched in 2012. The Company quickly expanded its international presence over the past two years, penetrating 10+ countries → As of October 2021, DeFacto has 168 stores in Developing markets; top 5 countries on store count are Kazakhstan (33), Morocco (29), Iraq (24), Egypt (17) and Russia (15) − In Q3 2021, the Company solidified its presence in CEE by expanding into two new countries, Macedonia and Montenegro, alongside existing ones like Serbia, Romania, Bulgaria, Bosnia, and Albania, hence reaching 14 stores → Strong store sales growth was interrupted by forced store closures due to Covid-19 in 2020. With stores starting to operate at higher capacity in 2021B, store sales are expected to achieve 71% growth and reach sales of c.TL 2.3 bn → DeFacto aims to open more than 80 stores over the next 5 years, with 75% of openings envisaged in the CIS region − DeFacto’s agile management strategy enables the Company to adjust to shifts in competitive landscape and macroeconomic conditions. To reach the intended topline, management can modify growth plans by interchanging country specific targets → Gross profit is expected to be slightly higher on better inventory management, going forward → Operational costs are estimated to decrease on the back of better rental terms, as DeFacto’s pricing power increases in line with an expanding presence and store count, and more efficient personnel utilization IFC
Overview of online operations Turkey operations Developing markets Developed markets Others 62 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Online net sales1 TL mn 11 78 211 555 1,303 2,300 3,533 5,056 n.m. 88.8% growth % 633.5% 169.6% 163.2% 134.8% 76.6% 53.6% 43.1% Marketplace TL mn 11 78 211 472 1,077 1,738 2,641 3,725 n.m. 77.6% % of online sales % 100.0% 100.0% 100.0% 85.0% 82.7% 75.6% 74.8% 73.7% Pay-at-store TL mn 0 0 0 83 226 562 892 1,331 n.a. n.a. % of online sales % 0.0% 0.0% 0.0% 15.0% 17.3% 24.4% 25.2% 26.3% Gross profit1 TL mn 5 47 130 317 740 1,290 1,979 2,826 404.7% 85.0% margin % 48.0% 59.7% 61.8% 57.1% 56.8% 56.1% 56.0% 55.9% Operational costs1 TL mn 1 40 131 235 514 848 1,282 1,781 n.m. 68.5% % of online sales % 13.7% 51.0% 62.2% 42.3% 39.5% 36.9% 36.3% 35.2% Contribution1 TL mn 4 7 -1 82 225 442 697 1,045 n.a. -507% margin % 34.3% 8.7% -0.4% 14.7% 17.3% 19.2% 19.7% 20.7% CAGR Defacto.com Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Net sales Gross profit margin TL mn TL mn 1 0 21 9 51 24 179 87 394 192 801 390 1,297 1,725 n.m. 102.6% 633 847 n.m. 104.7% % 11.0% 45.1% 46.7% 48.4% 48.7% 48.7% 48.8% 49.1% Operational cost TL mn 2 11 25 81 217 433 566 695 n.m. 93.9% % of net sales % 215.4% 53.1% 50.1% 45.4% 55.0% 54.1% 43.7% 40.3% Contribution TL mn -1 -2 -2 5 -25 -43 67 152 9.5% -344.7% margin % -204% -8.0% -3.4% 3.0% -6.3% -5.4% 5.2% 8.8% (1) Excluding Defacto.com at ramp-up stage Source: Company → Online operations presented on the left include marketplace and Pay-at-store, but exclude Defacto.com figures due to its early operational stage; presented separately below → Online operations are heavily managed through marketplaces to establish familiarity and awareness with customers and support DeFacto’s online brand visibility, alongside established physical operations with stores → DeFacto mainly works with leading marketplaces in MENA including Jumia, Souq, Noon and Lamoda, Wildberries in CIS − In 2022E, DeFacto plans to build partnerships with strong marketplaces in new regions such as Latam and India → Following 2021B, the Company plans to sharpen its focus on Defacto.com and developing Defacto.com operations first at a pilot country (Egypt) and thereafter extending to other countries building on its accumulated experience → Management plans to designate Egypt as its center focus for Defacto.com operations, given its growing consumption base and established DeFacto presence − Modest and kids' categories carry strategic importance to drive sales growth − As the next step, Defacto.com operations are planned to be expanded to other countries in MENA & CIS regions − As of October 2021, DeFacto is present in Morocco, Egypt, Russia, Kazakhstan, Ukraine and Iraq through Defacto.com → Pay-at-store is also expected to play a significant role with increasing omnichannel integration → Gross profit margin1 is projected to drop c.5% over the next five years, with increasing volume and related pricing strategy → Operational costs1 are expected to stabilize following 2021B, driving contribution margin1 up to c.20% as of 2024E → Contribution margin of Defacto.com will slowly ramp-up, as economies of scale start to kick in, turning to positive in 2025E IFC
Overview of store and online operations Turkey operations Developing markets Developed markets Others 63 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # Developed net sales TL mn 0 25 0 0 2 9 13 17 21 147 405 706 1,572 2,500 3,851 5,849 299.6% 70.6% growth Store % 479.6% 175.4% 74.5% 122.6% 59.0% 54.1% 51.9% TL mn 0 0 3 65 284 476 703 980 n.a. 230.1% % of net sales % 0.0% 0.0% 0.6% 9.3% 18.1% 19.0% 18.2% 16.8% Online TL mn 25 147 402 641 1,288 2,024 3,148 4,869 298.3% 64.7% % of net sales % 100.0% 100.0% 99.4% 90.7% 81.9% 81.0% 81.8% 83.2% Gross profit TL mn 12 88 250 408 898 1,431 2,225 3,419 353.5% 68.7% margin % 48.0% 59.7% 61.8% 57.7% 57.1% 57.2% 57.8% 58.5% Operational costs TL mn 3 78 275 472 946 1,387 1,919 2,549 789.6% 56.1% % of net sales % 13.7% 52.9% 67.9% 66.9% 60.2% 55.5% 49.8% 43.6% Personnel expenses TL mn Building expenses TL mn Marketing expenses TL mn Operational expenses Contribution TL mn TL mn 0 0 0 3 9 3 3 4 67 10 23 9 57 186 -25 67 25 152 228 -65 169 85 311 382 -49 264 115 496 512 43 369 149 674 727 306 527 n.m. 86.8% 193 n.m. 84.4% 893 n.m. 73.6% 937 n.m. 38.2% 870 n.a. n.m. margin % 34.3% 6.8% -6.1% -9.1% -3.1% 1.7% 7.9% 14.9% Contribution1 TL mn 9 13 20 82 194 309 465 684 53.4% 101.8% margin1 % 34.3% 8.7% 5.3% 13.6% 15.6% 17.8% 18.9% 19.8% (1) Excluding Defacto.com at ramp-up stage Source: Company → DeFacto has targeted Europe in line with its vision of becoming a global brand, as the next major step in its internationalization strategy − Turning Covid-19 pandemic into an opportunity, the Company leaned towards online channels thanks to its agile management and infrastructure → As part of this strategy, DeFacto has been forging strong relations with multiple marketplaces to create brand awareness, so as to enable easier market access when contemplating physical presence → DeFacto aims to expand presence built on marketplaces with own Defacto.com platform and subsequently flagship stores → DeFacto works with leading marketplaces in Europe such as Zalando, Amazon and Aliexpress → Along with its first store in Berlin, DeFacto aims to become a brand of choice for tourists in selected cities across Europe − New entries into Developed markets; Germany will be followed by the UK, Austria and the Netherlands by 2022E → In line with DeFacto’s “more online, less physical” strategy, Developed markets store sales are expected to stall at c.17% of sales, with a bounce in 2022E and 2023E on new store openings → Online sales in Developed markets through marketplaces are expected to constitute c.85% of Developed market sales → Gross profit margin is expected to normalize around 58-59% → Operational costs are expected to decline along with − operational efficiencies gained through economies of scale Personnel and marketing expenses are projected to increase in 2022E, due to expanding physical presence and heavier advertising spending to generate brand awareness → Contribution margin1, which increases with scaling operations in 2022E, is projected to climb up to c.20% IFC
Overview of store operations Turkey operations Developing markets Developed markets Others 64 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 # of effective stores # Effective net selling space sqm k Sales per sqm TL/sqm 2 3 9 13 13 18 17 23 21 28 21,198 22,599 26,115 30,267 34,737 n.a. 2.3% growth % -31.7% 6.6% 15.6% 15.9% 14.8% Store net sales TL mn 65 284 476 703 980 n.a. 230.1% growth Gross profit margin % TL mn % n.m. n.m. 67.2% 47.7% 39.5% 36 155 261 390 544 n.a. 193.4% 54.3% 54.6% 54.9% 55.5% 55.5% Operational costs TL mn 24 113 165 226 300 n.a. 369.9% % of net sales % 36.6% 39.6% 34.7% 32.2% 30.6% Contribution TL mn 12 43 96 164 244 n.a. 152.6% margin % 17.7% 15.0% 20.2% 23.3% 24.9% → DeFacto stepped into Europe by opening its first store in Berlin, Germany, expected to be operational before end of the year 2021 − The store is designed as a flagship store located at a prime location with high traffic to act as an attraction center to promote DeFacto brand → The Company aims to replicate this strategy across selected cities in Europe with popular tourist attractions, to lift DeFacto brand recognition to a higher level → Following the launch in Germany, management aims to expand DeFacto brand to other major European countries including the UK, the Netherlands and Austria − DeFacto forecasts c.20 store openings over the next five- year period → Gross profit margin in Developed market store operations is expected to be higher vs. Developing markets, due to higher priced products − Delivery and return costs incorporated into prices are typically higher compared to other markets → Contribution margin improves after 2023 with positive mix effect of new flagship stores and scale impact → No pay-at-store assumed for Developed markets during the projection period Source: Company IFC
Overview of online operations Turkey operations Developing markets Developed markets Others 65 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Online net sales1 TL mn 25 146 380 536 955 1,258 1,761 2,483 287.0% 45.6% growth Marketplace Gross profit1 % TL mn TL mn n.m. 159.2% 41.2% 78.0% 31.8% 39.9% 41.0% 25 12 146 87 380 235 536 314 955 1,258 1,761 2,483 n.m. 45.6% 557 733 1,024 1,442 339.2% 43.8% margin % 48.0% 59.7% 61.8% 58.5% 58.4% 58.3% 58.2% 58.1% Operational costs1 TL mn 3 75 217 243 406 520 724 1,001 689.6% 35.8% % of online sales % 13.7% 51.0% 57.0% 45.4% 42.5% 41.4% 41.1% 40.3% Contribution1 TL mn 9 13 18 70 151 213 301 441 44.2% 89.4% margin % 34.3% 8.7% 4.8% 13.1% 15.8% 16.9% 17.1% 17.8% → DeFacto pursues a multi-platform online strategy, enabling easier access with limited initial investments, while establishing brand awareness as well as gaining valuable market insights and learning customer behavior → The Company first entered Germany with its strategic partner Zalando in 2020 via Partner Program to reach a wide and established fashion customer base → DeFacto expanded to 12 other markets in less than four months while ensuring a steady merchandise flow and increasing level of assortment depth (Please refer to Zalando case study on page 41 for further details) → The Company plans to increasingly incorporate new countries as well as new marketplaces across countries → Gross profit margin1 expected to normalize in 2022E trends at 58% going forward → Improvement in contribution margin is mainly due to; − Profit-oriented strategy for Zalando, with merchandise portfolio optimized, keeping higher priced items in focus CAGR − UK warehouse becoming operational, with positive ramifications in terms of logistics and distribution costs Defacto.com Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Net sales Gross profit margin TL mn TL mn % 0 0 0 0 22 13 104 59 333 185 766 437 1,387 811 2,386 1,434 n.a. 154.2% n.a. 156.3% n.a. 62.9% 57.6% 56.1% 55.6% 57.0% 58.5% 60.1% Operational cost TL mn 0 3 58 % of net sales Contribution margin % TL mn % n.a. n.m. n.m. 0 n.a. -3 n.m. -45 n.m. (1) Excluding Defacto.com at ramp-up stage Source: Company 205 n.m. -146 427 n.m. -242 702 969 1,248 n.a. 84.6% 91.7% 69.9% 52.3% n.m. -72.9% -34.7% -11.4% -266 -158 n.a. -232.7% 186 7.8% → DeFacto also contemplates focusing on its Defacto.com operations by investing heavily in branding and marketing. The Company expects to achieve ramp-up level by 2026E → The Company will focus on channeling a growing number of customers from marketplaces to its own Defacto.com platform, with a view to creating a loyal customer base, and achieving significant scale to help it attain ramp-up stage IFC
Others Turkey operations Developing markets Developed markets Others 66 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Others net sales TL mn 267 254 388 700 931 1,327 1,902 2,651 20.5% 46.9% growth % -5.1% 52.8% 80.5% 33.0% 42.5% 43.3% 39.4% Wholesale TL mn 128 140 165 204 239 279 326 380 13.4% 18.2% growth % 9.7% 17.2% 23.8% 17.1% 17.0% 16.8% 16.6% → Others include sales excluding store sales and online; i.e. Wholesale, Franchise and Ozon sales to 3rd parties → Others’ share in total sales is forecast to pick up from c.5% of total sales in 2021B to c.7% in 2026E → Wholesale channel, which represents DeFacto’s sales to local department stores in Turkey, is expected to trend at c.1% of total sales going forward Franchise TL mn 99 69 115 264 374 618 1,008 1,533 8.1% 67.8% → The Company leverages franchises as a strategic tool in growth % -29.7% 66.3% 129.2% 41.5% 65.1% 63.2% 52.1% Ozon TL mn 41 44 108 232 319 430 568 738 62.8% 46.9% growth % 8.1% 145.2% 115.0% 37.3% 35.0% 32.0% 30.0% selected international markets, where local expertise entails significant advantages. Franchising acts as an additional mechanism to drum up growth, helping DeFacto in its bid to expand its presence globally − Franchising also allows the Company to expand with limited financial, operational risk and CAPEX Gross profit TL mn 81 82 94 186 255 368 535 756 8.0% 51.7% → Franchise sales, which stand at c.2% of total sales in 2021B, margin % 30.1% 32.1% 24.2% 26.6% 27.4% 27.8% 28.1% 28.5% Operational costs TL mn 7 4 5 11 15 21 29 39 -19.7% 51.8% % of net sales % 2.8% 1.4% 1.2% 1.6% 1.6% 1.6% 1.5% 1.5% Personnel expenses Marketing expenses Operational expenses TL mn TL mn TL mn 3 3 1 3 0 1 3 0 1 7 0 4 9 0 6 13 0 8 17 0 11 23 0.2% 45.8% 0 -93.7% 42.2% 16 -1.6% 63.9% Contribution TL mn 73 78 89 175 241 348 507 718 10.5% 51.7% margin % 27.3% 30.7% 23.0% 25.0% 25.8% 26.2% 26.6% 27.1% Source: Company are expected to gradually increase to c.4% in 2026E → The figures presented on the left for Ozon represent Ozon sales to 3rd parties and account for c.1% of total sales in 2021B − Ozon sales are forecasted as stable over the next five years − Ozon exports predominantly to European retailers, such as C&A and Primark → Gross profit margin is estimated to increase from 24.2% in 2021B to 28.5% in 2026E, due to the mix effect → A modest improvement in contribution margin is projected within the forecast period, along with growing operational efficiency and mix effect IFC
Central costs 67 CAGR Remarks Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 19-21 21-26 Total central costs TL mn 359 360 615 1,116 1,558 2,092 2,713 3,379 30.8% 40.6% % of net sales % of net sales exc. marketing exp. Personnel expenses % % 7.9% 8.5% 8.4% 8.5% 8.5% 8.7% 8.7% 8.6% 7.1% 7.7% 7.5% 7.3% 6.7% 6.5% 6.3% 6.2% TL mn 216 207 374 669 900 1,136 1,443 1,782 31.8% 36.6% % of net sales % 4.7% 4.9% 5.1% 5.1% 4.9% 4.7% 4.6% 4.5% Building expenses TL mn 16 17 24 35 46 55 66 75 24.3% 25.6% % of net sales % 0.3% 0.4% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% Marketing expenses TL mn 36 34 63 163 329 539 749 946 32.5% 71.8% % of net sales % 0.8% 0.8% 0.9% 1.3% 1.8% 2.2% 2.4% 2.4% Operational expenses TL mn 73 67 112 193 219 289 375 473 23.8% 33.3% % of net sales % 1.6% 1.6% 1.5% 1.5% 1.2% 1.2% 1.2% 1.2% Ozon opex TL mn 19 34 41 55 64 72 81 103 47.4% 19.9% → All HQ-related costs are followed within central costs, where share in net sales is forecasted at around 8.5% → Central costs excluding marketing expenses, which stood at 7.1% of net sales in 2019, saw Covid-19 related increases in 2020 and 2021B. Those are expected to gradually decrease to 6.2% of net sales by 2026E due to increasing net sales, operational efficiencies and economies of scale → The Company is planning to invest heavily in marketing to build brand awareness across geographies during 2022E2026E; especially in new countries − Marketing expenses include advertising costs, digital advertising, marketing research expenses and agency service expenses − Marketing expenses over net sales is estimated to settle at around 2-2.5% in the long-term when DeFacto reaches saturation in terms of global footprint → Other than marketing expenses, central costs mainly consist of personnel, building, operating expenses and opex for Ozon − The largest item in central costs, personnel expenses, include HQ and warehouse staff which is estimated to decrease to 4.5% of net sales in 2026E, from 5.1% as of 2021B % of net sales % 0.4% 0.8% 0.6% 0.4% 0.4% 0.3% 0.3% 0.3% − Building expenses comprise HQ’s rental expenses − Operational expenses consist mainly of licence fees, outsourced services, domestic & overseas travelling, vehicles expenses, cleaning, security expenses, mail, shipping cost, communication and utility expenses - This item is estimated to decrease to 1.2% of net sales in 2026E, from 1.5% as of 2021B − Ozon opex includes Ozon’s 3rd party sales related operational expenses Source: Company IFC
Net working capital (“NWC”) 68 Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E Remarks Trade receivables TL mn 94 152 321 528 798 1,129 1,565 2,103 Inventory TL mn 964 1,291 2,008 2,873 3,685 4,640 5,781 7,004 Trade payables TL mn 815 1,210 1,620 3,062 4,319 5,748 7,530 9,600 Trade working capital TL mn 243 234 709 339 165 20 -184 -493 share of net sales % 5.3% 5.5% 9.7% 2.6% 0.9% 0.1% -0.6% -1.2% Other current assets TL mn 210 282 446 794 1,111 1,463 1,897 2,396 Other current liabilities Other working capital TL mn 142 159 231 410 574 756 981 1,238 TL mn 68 123 216 384 537 707 917 1,157 Net working capital TL mn 311 357 925 723 702 726 733 665 share of net sales % 6.8% 8.4% 12.6% 5.5% 3.8% 3.0% 2.3% 1.7% → The Company’s NWC ratio of 6.8% in 2019 deteriorating to 12.5% in 2021 is estimated to gradually improve to around 2% of net sales by 2026E → Collection period of around 6 days increased to 11-14 days partially due to Covid-19 pandemic and partially due to increasing share of online sales / marketplace sales → Collection period is estimated to slightly decrease to 12.5 days in 2022, mainly eliminating Covid-19 impacts which is estimated to gradually increase to 16.5 days by 2026E mainly on the back of increase share of online sales in overall DeFacto sales → Inventory turnover of 145 days in 2019 increased to around 200 days due to Covid-19. Inventory turnover is estimated to reach its 2019 levels in 2023 and further improve over years and reach to 130 days by 2026 mainly driven by SKU optimization and technological investments to better inventory management as well as eliminating stock outs → For payment terms, the Company foresees an improvement of c.15 days over the projection period mainly due to its ongoing supplier optimization strategy and increasing scale Trade receivables days 6 11 14 13 14 15 16 17 Inventory days 145 207 198 155 145 140 135 130 Trade payables days 104 164 135 140 144 147 149 151 Cash conversion cycle days 47 54 76 28 15 8 2 -5 Source: Company IFC
Capital expenditures (“CAPEX”) and Net debt 69 CAPEX Unit 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E Remarks New store openings Turkey Developing markets Developed markets Store New Renewal Online Warehouse Others CAPEX # # # # 0 0 0 37 11 21 5 29 5 19 5 28 5 19 4 21 5 12 4 21 5 12 4 CAPEX → Main CAPEX items for DeFacto are (i) store CAPEX, (ii) CAPEX spent for online activities, (iii) CAPEX for warehouse and (iv) other CAPEX → Store CAPEX includes CAPEX for new stores, as per new openings during the business plan period in Turkey, Developing markets and Developed markets; as well as renewal and maintenance CAPEX for existing stores TL mn 116 93 150 395 488 625 851 1,028 → Online CAPEX is key to ensuring robust growth at DeFacto’s online operations 286 348 440 434 574 109 140 186 416 454 across regions. Considering the existing well-invested nature of the technology investments of DeFacto and its alliances with 3rd party service providers, Online CAPEX is estimated at c.0.3% of Online net sales in 2022E, edging back to 0.1% as of 2026E 11 14 18 24 → Warehouse CAPEX includes CAPEX of warehouse-related requirements of TL mn TL mn TL mn TL mn 5 4 6 2 9 6 TL mn 16 16 16 8 60 73 100 150 250 350 110 120 31 20 DeFacto to ensure seamless supply chain systems for the operations, both for store network and for online operations including Defacto.com and marketplace globally → Other CAPEX, which is forecasted to enhance the business plan in terms of store experience and operational excellence, is estimated to be around 0.2% of net sales in 2021B, goes up to 0.5%-0.6% in 2022E-2024E. For the remaining years, it is estimated to be around 0.1% of net sales → Terminal CAPEX of 2% once projection period CAPEX is completed enabling the projected expansion and growth Net debt → Financial debt summary presented on the left excludes IFRS 16 effect → c.55% of the financial debt is short-term (including short-term portion of the long-term debt) and the rest is long-term → Estimated cash balance of c.TL 2 bn as of year end 2021B TL mn 141 116 181 535 708 910 1,150 1,421 share of net sales % 3.1% 2.8% 2.5% 4.1% 3.9% 3.8% 3.7% 3.6% Financial debt (mn) TL EUR USD KZT MAD Source: Company 2021B 972 91 104 2,100 29 IFC
V. Appendix IFC
Store closures due to Covid-19 71 DeFacto proved resilient in both 2020 and 2021, despite challenges posed by forced store closures due to Covid-19 in many operating markets Region / Country1 Turkey Developing markets A N E M s r e h t O & S I C Egypt Morocco North Iraq South Iraq Albania Belarus Bosnia Bulgaria Georgia Kazakhstan Malaysia Moldova Romania Russia Serbia Ukraine Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 13.0% 9.4% 5.4% 13.4% 19.2% 20.5% 21.2% 0.3% 17.6% n.a. 12.1% 7.7% 11.5% 12.5% 5.9% 2.9% 12.4% 3.8% 47.3% 44.3% 15.3% 15.3% 35.6% 79.3% 45.9% 0.3% 50.0% 0.0% 57.5% 54.7% 29.4% 54.2% 27.5% 56.3% 32.1% 13.4% 0.1% 13.4% 0.0% 0.9% 6.4% 25.5% 0.0% 0.6% 0.5% 0.0% 0.5% 56.8% 0.0% 0.0% 0.0% 2.9% 0.0% 0.0% 7.9% 4.1% 0.2% 0.0% 0.0% 0.9% 0.0% 0.1% 0.5% 37.0% 20.2% 14.3% 3.0% 0.0% 4.3% 0.0% 4.9% 2.5% 21.6% 33.1% 7.4% 0.0% 0.0% 2.2% 24.1% 1.1% 0.6% 4.4% 45.6% 31.0% 9.5% 31.1% 3.3% 0.7% 0.3% 11.7% 12.2% 4.3% 0.0% 1.1% 2.1% 9.3% 0.0% 0.2% 1.1% 16.5% 0.0% 7.4% 35.2% 0.4% 0.7% 0.0% 3.8% 12.2% 0.1% 3.9% 0.0% 1.1% 0.7% 1.6% 1.1% 0.0% 0.5% 0.0% 0.0% 13.0% 50.5% 0.0% 0.0% 0.6% 0.0% 0.0% (1) Countries penetrated in 2021 are excluded for analysis purposes Source: Company Ratio of non-operational days of stores due to Covid-19 per country ≤1% ≤20% ≤50% >50% IFC
Income statement 2019-2020 from IFRS audit report and rest as per Management accounts (TL mn) 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 7,344 3,712 3,632 49.5% 562 678 123 664 2,028 1,604 21.8% 374 24 63 112 41 615 25 1,014 13.8% 256 - - 758 10.3% 13,067 6,766 6,301 48.2% 969 1,079 303 1,059 3,411 2,890 22.1% 669 35 163 193 55 1,116 25 1,799 13.8% 309 - - 1,490 11.4% 18,288 9,277 9,011 49.3% 1,329 1,361 603 1,660 4,952 4,060 22.2% 900 46 329 219 64 1,558 30 2,531 13.8% 380 - - 2,151 11.8% 24,076 12,096 11,980 49.8% 1,744 1,532 971 2,304 6,550 5,430 22.6% 1,136 55 539 289 72 2,092 36 3,373 14.0% 471 - - 2,903 12.1% 31,223 15,631 15,592 49.9% 2,227 1,732 1,281 3,175 8,414 7,178 23.0% 1,443 66 749 375 81 2,713 43 4,507 14.4% 568 - - 3,939 12.6% 39,429 19,666 19,763 50.1% 2,804 1,905 1,683 4,065 10,458 9,306 23.6% 1,782 75 946 473 103 3,379 51 5,978 15.2% 710 - - 5,267 13.4% Net sales COGS Gross Profit ex. DA % of net sales Personnel expenses Building expenses Marketing expenses Operational expenses Total operational costs Contribution % of net sales Personnel expenses Building expenses Marketing expenses Operational expenses Ozon opex Total central costs Other income (Turquality) EBITDA EBITDA margin Depreciation expenses Other income Other expense EBIT EBIT margin Total financial income/(expense) Other financial income/(expense) PBT Tax expense/(income) Net income Net income margin EBITDA - IFRS 16 EBITDA margin Source: Company, Deloitte IFRS audit report 4,564 2,424 2,140 46.9% 394 502 27 213 1,135 1,005 22.0% 216 16 36 73 19 359 9 655 14.3% 144 12 38 484 10.6% (362) 7 129 34 95 2.1% 1,051 23.0% 1 2 3 4 5 4,223 2,278 1,944 46.0% 345 438 40 356 1,180 765 18.1% 207 17 34 67 34 360 30 434 10.3% 161 4 18 260 6.2% (306) 109 63 15 48 1.1% 778 18.4% 72 CAGR 19-21 26.8% CAGR 21-26 40.0% 30.3% 40.3% 26.3% 42.1% 24.4% 42.6% IFC
Convenience conversion of Income statement in US Dollars1 2019-2020 from IFRS audit report and rest as per Management accounts (USD mn) 2019A 2020A 2021B 2022E 2023E 2024E 2025E 2026E 825 417 408 49.5% 63 76 14 75 228 180 21.8% 42 3 7 13 5 69 3 114 13.8% 29 - - 85 10.3% 906 469 437 48.2% 67 75 21 73 237 200 22.1% 46 2 11 13 4 77 2 125 13.8% 21 - - 103 11.4% 1,131 574 557 49.3% 82 84 37 103 306 251 22.2% 56 3 20 14 4 96 2 157 13.8% 24 - - 133 11.8% 1,295 650 644 49.8% 94 82 52 124 352 292 22.6% 61 3 29 16 4 113 2 181 14.0% 25 - - 156 12.1% 1,460 731 729 49.9% 104 81 60 148 393 336 23.0% 67 3 35 18 4 127 2 211 14.4% 27 - - 184 12.6% 1,603 800 804 50.1% 114 77 68 165 425 378 23.6% 72 3 38 19 4 137 2 243 15.2% 29 - - 214 13.4% Net sales COGS Gross Profit ex. DA % of net sales Personnel expenses Building expenses Marketing expenses Operational expenses Total operational costs Contribution % of net sales Personnel expenses Building expenses Marketing expenses Operational expenses Ozon opex Total central costs Other income (Turquality) EBITDA EBITDA margin Depreciation expenses Other income Other expense EBIT EBIT margin Total financial income/(expense) Other financial income/(expense) PBT Tax expense/(income) Net income Net income margin EBITDA - IFRS 16 EBITDA margin 804 427 377 46.9% 69 88 5 37 200 177 22.0% 38 3 6 13 3 63 2 115 14.3% 25 2 7 85 10.6% (64) 1 23 6 17 2.1% 185 23.0% 602 325 277 46.0% 49 62 6 51 168 109 18.1% 30 2 5 10 5 51 4 62 10.3% 23 1 3 37 6.2% (44) 16 9 2 7 1.1% 111 18.4% (1) Income statement converted to USD (for convenience purposes) using the USD/TL averages (as provided on page 54) for each corresponding year Source: Company 73 CAGR 19-21 1.3% CAGR 21-26 14.2% 4.0% 14.5% 0.9% 16.0% -0.6% 16.4% IFC
Balance sheet in TL as reported and in USD1 converted for convenience 2019-2020 from IFRS audit report and rest as per Management accounts 74 (TL mn) Cash and cash equivalents Trade receivables Inventory Other current assets Others Short term assets Tangible assets Intangible assets Other non-current assets Long term assets Total assets Short-term borrowings Trade payables Other current liabilities Others Short term liabilities Long-term borrowings Other non-current liabilities Long term liabilities Total liabilities Paid in capital 6 7 8 7 Reserves, share prem., reval. of FA Retained earnings Net income/loss for the period Equity Total liabilities & SH equity IFRS 16 impact to liabilities 5 2019A 2020A (USD mn) 2019A 2020A 623 94 964 210 23 1,914 767 53 74 894 2,808 785 815 142 18 1,760 723 15 738 2,498 213 (143) 145 95 309 2,808 1,482 922 152 1,291 282 106 2,753 1,004 72 98 1,174 3,927 1,280 1,210 159 11 2,660 856 71 928 3,587 213 (131) 211 48 340 3,927 1,631 Cash and cash equivalents Trade receivables Inventory Other current assets Others Short term assets Tangible assets Intangible assets Other non-current assets Long term assets Total assets Short-term borrowings Trade payables Other current liabilities Others Short term liabilities Long-term borrowings Other non-current liabilities Long term liabilities Total liabilities Paid in capital Reserves, share prem., reval. of FA Retained earnings Net income/loss for the period Currency translation adjustment Equity Total liabilities & SH equity 105 16 162 35 4 322 129 9 12 150 472 132 137 24 3 296 122 2 124 420 36 (24) 24 17 (1) 52 472 126 21 176 38 14 375 137 10 13 160 535 174 165 22 1 362 117 10 126 488 29 (18) 29 7 (0) 46 535 (1) Balance sheet converted to USD (for convenience purposes) using the USD/TL year-end figures (as provided on page 54) for each corresponding year Source: Company, Deloitte IFRS audit report IFC
Additional notes for Income statement and Balance sheet 75 1 2 3 4 5 6 7 8 Some merchandise costs are recorded under COGS in Management accounts as they are directly related to COGS (Recorded under OPEX in IFRS accounts; TL 16.1 mn in 2019, TL 22.5 mn in 2020) Other income, which has non-recurring nature, comprises gain on sale of property and equipment, insurance reimbursements and some other smaller items Other expense, which has non-recurring nature, consists of loss on sale of property and equipment, some provision expenses, other taxes and duties Interest income on installment Interest expense on credit purchases Bank commissons Interest income/(expense) & FX gain/(loss), net Total financial income/(expense) Unit TL mn TL mn TL mn TL mn TL mn 2019A 32 -75 -70 -250 -362 2020A 11 -36 -56 -225 -306 Other financial income includes net gain on unrealized firm commitments, net gain on financial instruments at fair value through profit or loss, effective interest income on financial assets and liabilities other than bank borrowings and revaluation of fixed assets IFRS 16 impact on EBITDA Reported EBITDA exc. IFRS 16 IFRS 16 impact Cost of sales S&M exc. D&A G&A exc. D&A Reported EBITDA with IFRS 16 Unit TL mn TL mn TL mn TL mn TL mn TL mn 2019A 2020A IFRS 16 impact on total debt 655 396 1 383 12 1,051 434 344 - 332 12 778 Loans and financial liabilities exc. IFRS 16 impact LT loans and borrowings LT lease liabilities ST loans and borrowings ST lease liabilities Loans and financial liabilities with IFRS 16 impact Unit TL mn TL mn TL mn TL mn TL mn TL mn 2019A 2020A 1,508 - 1,305 -1 178 2,990 2,136 - 1,370 -5 265 3,767 Other current assets comprise primally prepayments related to rent, insurance and advances given to suppliers; VAT receivables, receivable from Turquality program, current tax asset, advances given to personnel, job advances, deposits and guarantees given Others consist of derivative financial asset and liabilities such as cross currency swaps and forward exchange contracts on both sides of the balance sheet Other current liabilities predominantly comprise employee benefits, expense accruals, payable to employees and social security premiums payable Source: Company, Deloitte IFRS audit report IFC
Disclaimer 76 Information, opinions and projections in this document have been compiled or arrived at by ÜNLÜ Yatırım Holding A.Ş. (“ÜNLÜ & Co”) from the data provided by the Company and its shareholder, and publicly available information, without our own separate verification. The Company and its shareholder have been consulted about and have confirmed the appropriateness of the basic principles and assumptions used by ÜNLÜ & Co to perform the analyses / projections. However, no representation or warranty, expressed or implied, is made as to the accuracy or completeness of the information contained in this document. It should be noted that we have not sought independent verification of the information. This document is not to be relied upon as authoritative or taken in substitution for the exercise of judgment by the Recipient and ÜNLÜ & Co accepts no liability whatsoever for any direct or consequential loss arising from the use of this document or its contents. This document and the opinions, projections and conclusions contained in this document are for the exclusive use of the Recipient and its officers and employees. Distribution or disclosure thereof to any parties is subject to the prior written permission of ÜNLÜ & Co. The information, comments and opinions contained in this document fall outside of the scope of Turkish Capital Markets legislation and do not include a personal recommendation. This document does not include a personal recommendation and does not constitute an offer, or the solicitation of an offer for the sale or purchase of any financial product, service, investment or security. All communications, inquiries and/or requests relating to this document and/or the possible process contemplated should only be addressed to ÜNLÜ & Co. For further information please contact: İbrahim Romano Head of Investment Banking ibrahim.romano@unluco.com +90 (533) 960 0122 Simge Ündüz Managing Director simge.unduz@unluco.com +90 (533) 283 8113 Zeynep Koçak Director zeynep.kocak@unluco.com +90 (532) 242 5378 Can Ölger Vice President can.olger@unluco.com +90 (536) 209 5566 IFC
Project Knight Confidential Information Memorandum February 2022 Strictly private and confidential Türk Tuborg
Table of contents Section I II III IV Executive summary Key investment highlights Business overview Financial overview 1 Page 2 9 27 44 Türk Tuborg
I. Executive summary Türk Tuborg
3 4 main categories Garbage bags Storage products Cooking products Cleaning products Executive summary The leading kitchen consumables company in Turkey Company overview → Established 40 years ago, Koroplast (the “Company”) is the undisputed leader of Turkish kitchen consumables (“KC”) market with a 47% market share1, drawing on a rich brand heritage, an extensive distribution network, and a diverse portfolio of innovative, premium quality products − Turkish kitchen consumables, a high-growth and underpenetrated sub-segment of FMCG market, generated 39% CAGR in value through 2017 – 2020 → The Company offers a wide portfolio of garbage bags, storage products, cooking products and the newly launched cleaning products, addressing everyday household needs → Being the first company to introduce garbage and freezer bags to Turkish consumers in the 1980’s, Koroplast is acknowledged as a market-leading innovator and trendsetter in KC market Product portfolio overview Reputable brands Main brand 100+ SKUs − Koroplast has introduced a number of innovative solutions to the market, such as odor-block technology, fresh keeping storage bags, and scented garbage bags − Alongside an exemplary commitment to environmental sustainability, the Company also sets the Tactical brand İdeal bar high with powerful social awareness campaigns → In addition to its main brand “Koroplast” and sub-brand targeting price sensitive consumers “Ideal”, the Company also serves discounters and retailers with private label (“PL”) production Key figures (TL mn) − Branded product sales account for c.85% of net sales in 2022B − Koroplast is the sole brand with continuous listing in discount stores → The Company sells its products through national chains, local chains, discount stores, traditional stores and out-of-home markets, reaching more than c.69k sales points nationwide − Koroplast recently started to offer its products in fast-growing online groceries → Additionally, exports, mainly to Europe, account for 6% of net sales. Expansion to export markets is reserved as an important upside going forward → Located in Istanbul and dedicated exclusively to Koroplast products, the production facility has c.15.5k tons of extrusion and c.2.6k tons of wrapping capacity − Fully integrated production process enables in-house production of main products, namely, garbage, fridge and freezer bags, providing cost competitiveness → Koroplast has delivered a solid financial performance through 2018-2022B, with 46% and 51% CAGR in sales and EBITDA, respectively → The Company budgets TL 730 mn in revenue for 2022B, with an EBITDA margin of 25% → Koroplast has 313 employees2 with an average tenure of 6.6 years 22.1% 23.8% 25.6% 25.9% 24.8% 26.9% +24% 1,705 +46% 730 159 35 200 48 410 281 72 106 181 458 2018 2019 2020 2021 2022B 2026F CAGR Net sales EBITDA EBITDA margin (%) (1) 2020 revenue market share excluding discount markets. Nielsen Kitchen Consumables Reports include garbage bags, storage bags, baking sheets, oven bags, ice bags, microwave bags (2) As of February 2022 Source: Koroplast, Nielsen market intelligence, PwC Financial VDD report Türk Tuborg
Executive summary Leadership journey: Innovation at the heart of Koroplast brand DNA 4 Korozo Group established Koroplast brand introduced First to produce freezer bags and garbage bags in Turkey Introduced cling wrap, aluminum foil and zip-lock freezer bags First to produce recyclable garbage bags in Turkey First biodegradable garbage bag Introduced the first microwave cooking bag in Turkey 1973 1981 1997 2004 2004 2009 2014 2015 2017 2018 2019 2020 2021 Continued profitable growth & innovation Introduced zipper and double zipper bags Participated in Turkish Waste Management Committee Parent group Korozo acquired by Actera, a leading PE fund in Turkey Kidzania Recycling and Waste Management Project Source: Koroplast Trashtag Turkey campaign Launched cleaning category in the last quarter of 2020 Türk Tuborg
Executive summary Wide range of product offerings under 4 main categories 5 Garbage bags 42.3% Storage products 33.4% Cooking products 15.5% Cleaning products 6.2% → Market leader with c.42% market share1 in Turkey → Market leader with c.55% market share1 in Turkey → Market leader with c.49% market share1 in Turkey → New product category, introduced in 2020 → Significant room for further growth in local market → New and Growing: Benefits from the brand power of other categories Branded 70% PL 30% Branded 96% PL 4% Branded 89% PL 11% Branded 100% Offers a variety of top-quality… Offers freezer bags, storage bags… Offers cooking bags and cooking paper Offers microfiber & nonwoven cleaning cloths and dish sponges … and innovative garbage bags … and aluminum foil, cling film, zipper bags Overview Brands Product portfolio +40% Net sales2 (TL mn) 81 97 119 190 +24% 730 309 +48% 51 61 131 86 +21% 515 244 +53% +27% 297 113 +27% 118 45 21 23 42 52 7 13 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F % of 2022B Net sales2 % of 2022B Branded and PL in respective category Net sales CAGR New category (1) 2020 revenue market share excluding discount markets. Nielsen Kitchen Consumables Reports include garbage bags, storage bags, baking sheets, oven bags, ice bags, microwave bags (2) Basket products sales (bundled promotional items) and other sales (scrap, raw material and semi-finished goods sales) are not shown on this page; i.e. 2.6% of Net sales in 2022B Source: Koroplast, PwC Financial VDD report, Nielsen market intelligence Türk Tuborg
Executive summary Well-established sales network with strong nationwide coverage 6 Retailers 32.7% Distributors 42.3% Discounters 14.6% Out-of-home 3.3% Export 6.1% Overview → Koroplast’s main channel. Established relationships with prominent national chains over the years → Growing sales from online retailers → Accessing local chains and traditional shops (e.g. grocery stores, mom-and-pop shops, etc.) through 45 distributors in 6 regions, ensuring wide coverage and accessibility → Established presence in major discounters through Koroplast as well as PL products → Working with large wholesalers selling Koroplast products to major Horeca chains and other institutions such as municipalities → Sale of branded and PL products to 11 countries, mainly in Europe Branded 77% PL 23% Branded 100% Branded 80% PL 20% Branded 100% Branded 14% PL 86% Key clients National chains Cash & carry Online retailers Local chains and traditional shops Through 45 distributors in 6 regions Discounters Horeca Major distributors Corporate +49% Net sales1 (TL mn) 49 66 85 133 +23% 550 239 +47% +22% 694 309 164 66 74 97 +59% +28% 288 106 60 52 17 23 +11% 16 12 12 8 +24% 57 24 +29% +23% 104 45 33 16 17 17 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F 2018 2019 2020 2021 2022B 2026F % of 2022B Net sales CAGR % of 2022B Branded and PL in respective channel Net sales Historically, Koroplast did not focus on growth in out-of-home and export markets as a business strategy (1) Other sales are not shown on this page Source: Koroplast, PwC Financial VDD report Türk Tuborg
Executive summary Key pillars differentiating Koroplast 7 Sustainable market leadership position ensured by purpose-led brand and rooted management culture Leading market position Purpose-led brand Rooted management culture Highest market share1 in all key categories, beating its closest competitor Garbage bags Storage products Cooking products 15% 42% 16% 55% 20% 49% Comp.1 Koroplast Comp.1 Koroplast Comp.1 Koroplast Has access to largest points of sale to consumers with extensive physical availability 95% Covers c.95% of points of sale of organized retail universe2, reaching more than 36k points 60% Dominates physical shelf space in national chains with 60% shelf space share Agile responsiveness FMCG-oriented mindset Trend-driven portfolio, swiftly responding to changing customer needs Innovation skills complemented by strong marketing capabilities Impactful innovation Committed to improving people’s wellbeing and creating quality time A strong and responsible brand Actively engaged in addressing today’s most urgent and deepseated social and environmental challenges Consumer first approach Spearheading a culture of listening to and acting on feedback from consumers and building a community Brand-focused company culture Utilizing the power of employees to drive continuous brand improvement (1) 2020 revenue market share. Nielsen Kitchen Consumables Reports include garbage bags, storage bags, baking sheets, oven bags, ice bags, microwave bags (2) Includes national chains, local chains and discount stores, c.38k points Source: Koroplast Türk Tuborg
Executive summary Transaction overview 8 Transaction scope Envisaged transaction timeline → Project Knight refers to the contemplated sale of 100% stake in Koroplast Phase I Phase II (the “Proposed Transaction”) → Koroplast is a wholly-owned subsidiary of Korozo, leading flexible packaging group in Turkey. Korozo is considering a potential divestment of Koroplast, with a view to strengthening its presence in flexible packaging in Europe → Koroplast represents a unique opportunity for potential investors with its leading market position, pioneer brand image, premium product quality and further growth potential → Korozo has appointed ÜNLÜ & Co to act as the exclusive financial advisor in the Proposed Transaction → Korozo Group consolidated all of its KC operations under Koroplast between 2017-2019, and transformed Koroplast into an operationally stand-alone company NDA IM distribution Limited Q&A Nonbinding offers Initiation of due diligence Binding bids Signing Phase I details → Distribution of the IM → Limited Q&A process for key questions and clarification requests → Selected potential investors will be granted access to a virtual dataroom Shareholding structure Phase II details Korozo 100% Koroplast Shareholding Source: Koroplast → Due diligence period for a limited number of selected potential investors → Virtual dataroom access along with Q&A process → Access to PwC Financial Vendor Due Diligence Report (“PwC Financial VDD Report”), covering years 2018-2020 and PwC Tax Vendor Due Diligence Report (“PwC Tax VDD Report”), covering years 2016-2020 → Management presentations and site visits → Exact timetable for Phase II to be circulated in a separate process letter for short-listed potential investors Türk Tuborg
II. Key investment highlights Türk Tuborg
Strategic positioning of Koroplast Key investment highlights 10 1 Sizeable and high-growth domestic market with ample growth prospects on attractive fundamentals 2 Undisputed market leader with solid market share, targeting continuous growth across categories with diversification strategy 3 Broad product portfolio catering to everyday household needs with deep-rooted innovation culture 4 Reputable and high-quality brand image cemented by growing customer awareness Market leading producer of kitchen consumables in Turkey 5 Strong nationwide coverage and growing export base with multi-faceted go-to-market strategy 6 Largest production facility with vertical integration in key product lines 7 Competent professional management delivering solid financials with strong growth strategy and vision 8 Multiple untapped value enhancers beyond the business plan Türk Tuborg
1 Sizeable and high-growth domestic market… 11 Strong growth in Turkish KC market… …offering further growth potential Garbage bags Garbage bag market size (mn pieces) Garbage bag penetration 1,016 1,092 +26% 1,427 2,010 1.6x 50% 32% 80% Target in the next five years 1.6x 2017 Storage products2 2018 2019 2020 2017 2020 2025 Storage category market size (mn pieces) Storage category2 penetration 2,663 2,930 2,988 +11% 3,607 2017 Cooking products3 2018 2019 2020 60% 30% 2020 Seasonal buyers during the Eid alAdha bringing in significant volumes 57% 2020 Cooking category market size (mn pieces) Cooking category3 penetration +21% 33 34 47 2018 2019 2020 Turkey is relatively underpenetrated when compared with developed countries 43% c.53% 2020 2020 27 2017 CAGR Garbage bags category posted 26% CAGR, reaching 2,010 mn pieces in 2020 Retailers’ free distribution of plastic bags, which were used in lieu of garbage bags by consumers, was banned in 2019, contributing to the category’s growth Turkish consumers have a lower repeat rate1 (c.3/4 of EU) and amount per purchase, implying significant growth potential Storage category market size reached 3,607 mn pieces, growing steadily with 11% CAGR Base penetration rate of frequent users stands at c.30%, while conversion of seasonal users will be a crucial driver its strong growth, Despite cooking category remains highly underpenetrated, with annual sales of 47 mn pieces (1.9 piece per household) in 2020 from Repeat rate, despite the increase 31% to 44% between 2017 and 2020, is still below EU benchmarks (1) Percentage of households that purchase a product more than once in a year (2) Storage products data include only freezer bags (3) Cooking category data include cooking paper and oven bag data Source: Koroplast, Nielsen market intelligence (Market size data, provided by Nielsen, account for approximately 70% of the total market), IPSOS, Europanel Türk Tuborg
1 … with ample growth prospects on attractive fundamentals 12 Strong country fundamentals Growth drivers 2020 CAGR 2030F 1 Increasing sizeable population c.84 mn c.1.2% c.95 mn 2 3 4 5 Growing GDP (2020 GDP at current prices) c.USD 650 bn c.4.0% c.USD 962 bn Continuing urbanization (share in total population) c.76% c.80% Declining average household size (# of people per household) Expanding female workforce participation (share in females aged 15-65) c.3.5 c.3.0 c.38% c.40+% (1) Inception year of the ban on free plastic bags in stores Source: Koroplast, IPSOS, Turkstat, World Bank, IMF, Fitch Ratings, European Commission, ÜNLÜ & Co estimates Impact of free plastic bag ban → As of 2019, Turkey initiated a regulation imposing charges on plastic bags, reflected to retail consumers Plastic bag consumption per person, annually (unit) 420 20191 3.5x 120 2020 → The decline in plastic bag usage in shopping supported household garbage bag penetration Garbage bag penetration 45% 2019 5% 50% 2020 → Plastic bag usage is expected to further decrease to EU level Plastic bag consumption per person, annually (unit) 120 2020 3.0x 40 2025 Türk Tuborg
2 Undisputed market leader with solid market share… 13 Ownership Established Korozo 1981 Sedat Tahir 1984 Provel 2011 Sultanlar Grup Gözde Girişim 1980’s 1993 e g a b r a G e g a r o t S g n i k o o C Product categories i g n n a e C l 42% 55% 49% s g a b s t c u d o r p s t c u d o r p s t c u d o r p Shelf space share1 c.60% c.20% c.5-10% <5% <5% 3x market share Koroplast’s superior market position over its closest competitor Kitchen Consumables market share2 Extrusion Capacity x% Kitchen Consumables market share2 47.3% 2020 15k tons 16.5% 2020 c.8k tons 8.7% 2020 5-6k tons 3.8% 2020 <2k tons3 3.1% 2020 <3k tons (1) Shelf space in national chains (2) 2020 revenue market share excluding discount markets. Nielsen Kitchen Consumables Reports include garbage bags, storage bags, baking sheets, oven bags, ice bags, microwave bags (3) Mostly outsources its production Source: Koroplast, Nielsen market intelligence, company websites Türk Tuborg
2 … targeting continuous growth across categories with diversification strategy 14 Koroplast aims to grow its customer base through … 1 Growing market share by attracting new consumers and increasing penetration & frequency 2 Gaining share of wallet by introducing valueadded products Source: Koroplast Strategic guidance on competitive yet profitable pricing to regularly position Koroplast products as achievable for a wide customer base Pricing strategy project with Simon Kucher, 2019 Continuous marketing activities across channels to increase penetration and frequency Addressing a more diverse customer base through tactical brand and PL production, to increase profitable sales volume Value-added and innovative product development strategy to accommodate diverse customer needs - Fresh keeping storage bags, scented and odor blocking garbage bags are recent examples of innovative products by Koroplast Introducing new categories leveraging Koroplast’s brand image and quality - Expanding presence in kitchen consumables aisle with recently launched cleaning category Private label production Türk Tuborg
3 Broad product portfolio catering to everyday household needs… 15 7.5 309 42% 1.8 113 16% 4.5 244 33% 44 SKUs Garbage bags 9 SKUs Cooking products 35 SKUs 13 SKUs Storage products Cleaning products 0.4 45 6% Wide product portfolio with 100+ SKUs comprising top-quality products Innovative products enriching the category Becoming a cleaning expert, capitalizing on brand awareness and image Environmentally friendly and sustainable product base New category launched in Q4 2020 2022B Sales volume1 (k tons) 2022B Net sales (TL mn) % of 2022B Net sales1 (1) Basket products sales (bundled promotional items) and other sales (scrap, raw material and semi-finished goods sales) are not shown on this page; i.e. 2.6% of Net sales in 2022B Source: Koroplast, PwC Financial VDD report Türk Tuborg
3 … with deep-rooted innovation culture 16 Leading brand with innovative product releases throughout the years 1980-90s Early 2000s Present 1981 First to produce garbage bags 1981 First to produce freezer bags 1997 Introduced zip-bags to the market 2008 First to release biodegradable garbage bag 2009 First to produce microwave bags 2014 Lemon scented garbage bags received best product of the year award 2017 Fresh keeping storage bags introduced to the market 2017 First to release odor blocking garbage bags 2021 and beyond Prospective new products: → Cleaning gloves → Antibacterial wipes → Single use food containers Ability to develop new products with proven experience Developing existing products with new features and technologies Products tailored to consumer needs, yet to be released to the market Source: Koroplast Türk Tuborg
Case Study: Koroplast’s successful new category strategy 17 Success of cleaning category is an example of how Koroplast can capitalize on its brand power in new categories Key pillars Positioning “Quality” Pricing “Value for money” Procurement “Supply security” Marketing “Cares about the family” Distribution “Visible and available” Key considerations → Focus group study demonstrated strong affinity between Koroplast and cleaning category consumers → Introduced cleaning clothes and sponges in Q4 2020 → Planning to introduce additional products, e.g. cleaning mops in 2021 → Competitive pricing at the beginning → Continuous monitoring including sales volume, market share, competitors, etc. → Diversified supplier base with 5 main suppliers both in Turkey and abroad to ensure supply security → Benefiting from Company’s existing brand heritage to build strong branding in cleaning category → Dedicated advertisements in traditional and social media → Acquired shelf space to secure consumer reach → Secured availability in every national and local chain Koroplast reaches (1) 2020 December revenue market share excluding discount markets. Market data include sponges and cleaning cloths Source: Koroplast, Nielsen market intelligence, PwC Financial VDD report Expanding category with products tailored to consumer needs Increasing net sales through sustained expansion and growing presence TL 13.3 mn 55% TL 117.9 mn 2021 CAGR 2026F Targeting market leadership in the next 2 years, capturing market share from the main competitor 6.2% 20201 15+% 2022F Türk Tuborg
4 Reputable and high-quality brand image… 18 Proven quality Trusted brand with high quality standards “Food safety is Koroplast’s ultimate priority” Pioneer brand First to introduce kitchen consumable products to Turkish consumers in the 1980’s Distinguished name for the category Leading brand with highest brand recognition and awareness scores Innovation ingrained in brand DNA Functional and innovative products developed for diverse customer needs High customer responsiveness Addressing customers needs with different brands and evolving product portfolio Source: Koroplast Türk Tuborg
4 …cemented by growing customer awareness 19 Koroplast continues to improve its leading brand image among consumers and… #1 Solid consumer perception scores (2020) 80% 99% 90% 88% 54% 7% Comp.1 Koroplast Comp.1 Koroplast Koroplast Top-of-mind awareness Established brand with top recognition High quality brand image Koroplast Trusted brand perception...stands out from close competitors with a well-established brand heritage The first brand that comes to mind Assisted brand awareness 80 74 85 99 6 7 Competitor 1 Competitor 2 Competitor 1 Competitor 2 Koroplast: The brand that introduced kitchen consumable products to Turkish consumers Customer perceptions of Koroplast “Truly a Pioneer” “Innovative at heart” “Makes life easier” “Premium quality” “Thinks green” “Healthy” Source: Koroplast, SOR research Türk Tuborg
Case study: Premium pricing strategy secured by brand equity and quality 20 Koroplast successfully reflected high quality and trusted brand image to its prices Koroplast price index versus competitors based on average monthly prices Garbage bags1 2020 100% 87% 83% 85% 74% Freezer bags2 2020 100% 92% 72% 75% 51% Cooking paper 2020 100% 96% 92% 72% 64% (1) Regular medium-size garbage bag including 15 pieces, except for Sera and Piknik, packages of which contain 20 pieces each (2) 30 pieces Source: Koroplast, Nielsen market intelligence Türk Tuborg
5 Strong nationwide coverage and growing export base… Retailers 4.9 239 33% Distributors In the domestic market 21 13.1 679 94% 5.6 309 42% Long-tenured relationships with major retailers, reaching c.83% of national chains; strong consumption base Has the highest visibility and availability, dominating physical shelf space with c.60% share in national chains Multi-brand offering along with PL production to leading national chains, including Migros Adaptation to emerging online channels: Partnering with top online groceries, expanding online presence Extensive reach across Turkey via wide distributor network of 45 in 6 regions, accessing c.33k points Reaches local chains through distributor channel c.95% of distributors offer Koroplast products exclusively in kitchen consumables category Out-of-home 0.7 24 3% Discounters 1.9 106 15% Diverse set of clients Works with large restaurant chains Strategic partner for discounters: Offers both branded and PL products to top 2 leading discounters in Turkey Participates in tender processes of sizeable municipalities Only premium brand listed continuously on discounter shelves Maintains selective customer portfolio with profit-oriented mindset Aims to increase share of branded sales in discounters Utilizes distributor network to reach international customers Storage products and garbage bags focused sales Exports to 11 countries, mainly in Europe In export markets 1.4 45 6% 2022B Sales volume (k tons) 2022B Net sales (TL mn) 2022B Share in Net sales (%) Source: Koroplast, PwC Financial VDD report Türk Tuborg
5 … with multi-faceted go-to-market strategy 22 Koroplast can address diverse customer categories with different go-to-market strategies through branded and private label sales Branded sales championed by Koroplast 83.2% Strong PL business connections with major retailers/discounters 15.8% 47% Market leader brand with premium positioning Tactical brand offering value for money with high quality Strategic and trusted business partner of the largest national chain in Turkey, Migros, as well as largest discounters A101 and BİM since their establishment Positioning Categories ✓ Well-known kitchen consumables brand in Turkey ✓ High product quality compared to pricing Key highlights ✓ Widely available in each ✓ Positioned to capture price category sensitive consumers ✓ Premium pricing power ✓ Lower level of customer ✓ Easy to penetrate other categories due to reputation and brand recognition interaction and marketing communication ✓ Higher portion of PL business generated via major retailers ✓ Accumulated working know-how with major local discounters ✓ Penetrates entire market and each customer segment ✓ Offers its PL products to customers in export markets as well In addition to PL, continuous listing of Koroplast branded products, underpinned by solid relationships forged with local discounters % of 2022B Net sales1 x% Kitchen Consumables market share2 Garbage bags Storage products Cooking products Cleaning products (1) Other sales (scrap, raw material and semi-finished goods sales) are not shown on this page; i.e. 1.0% of Net sales in 2022B (2) 2020 revenue market share excluding discount markets. Nielsen Kitchen Consumables Reports include garbage bags, storage bags, baking sheets, oven bags, ice bags, microwave bags Source: Koroplast, PwC Financial VDD report, Nielsen market intelligence Türk Tuborg
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