60
ANNUAL REPORT 2008

ANNUAL REPORT - Sasa Board Activity Report.pdf · 2 2008 ANNUAL REPORT ... quality of the products had been approved by our customers both ... (=Pure Terephthalic Acid)

Embed Size (px)

Citation preview

ANNUAL REPORT

2008

ANNUAL REPORTFOR THE PERIOD OF

01.01.2008 - 31.12.2008

2 2008 ANNUAL REPORT

INDEXAdvansa Sasa Polyester Sanayi A.Ş. Agenda of the Ordinary General Assembly on 31 March 2009

1- Opening and formation of the Council,

2- Delegating the Council for signing the minutes of the Assembly,

3- Reading and discussing the Annual Report of the Board of Directors and the Auditors Report,

4- Reading, discussing and approving the Balance Sheet and the Statement of Income and resolution concerning the profit/loss,

5- Separate acquittal of the members of the Board of Directors and the Auditors,

6- The approval of the Board Members appointed by the Board of Directors in lieu of the Board members resigned during the period,

7- The approval of the Auditor appointed by the Board of Directors in lieu of the Auditor resigned during the period,

8- Selection, determination of the duty period, fixing the wages of the members of the Audit Committee,

9- Delegating the rights that were mentioned in the articles 334 and 335 of Turkish Commercial Code to the Chairman and the members of Board of Directors.

Chairman’s Message

Introduction

Investment,Production andSales Activities

Research andDevelopment Activities

Safety, Health and Environment Activities

Corporate GovernancePrinciples ComplianceReport

Auditors Report

Convenience Translationinto English of FinancialStatements at 31 December 2008Together with Independent Auditor’s Report

Financial Ratios

3

4

6

8

10

11

16

17

56

32008 ANNUAL REPORT

Chairman’s Message2008, with all its dimensions, will be remembered for a considerable long time in both Turkey and the world. The mortgage issue, which was previously foresighted but its size underestimated, was the first sign of a crisis which started in 2008 in the US. and then spread to the European Union countries and to the world. The crisis was accelerated by the bankruptcy of one the major financial institutions in the US.; subsequently many of these financial institutions found themselves in difficult conditions, bankruptcies took place and the losses expanded as a dominoes effect, to the other institutions having close relationship with the subject financial institutions.

At this time, many financial institutions and producers are in difficulty because of decreasing global demand and production, governments are trying to stimulate economy by implementing various packages. Now it is believed that the crisis is deeper than predicted earlier.

On the other hand, concerning Turkey, the structural precautions implemented during the 2001 crisis have allowed the financial sector to overcome the initial months of the crisis with less problems. However, 2008 has been a very hard year for textile and, closely connected with it, for the polyester sector.

The shrinkage of the textile sector by %25 since the beginning of 2008 has adversely effected the domestic staple fibre and filament demand and has resulted in the decrease of our sales by %36 when compared with 2007.

The crude oil, which was around 60 $/barrel at the beginning of 2007, increased to the level of 90 $/barrel at the end of the year, made an historical peak in June, 2008 by reaching 140$/barrel. The main polyester raw materials have encountered price increases parallel with those of crude oil . However, the decrease in the prices, which almost appeared as a free fall with the advent of the month of July, has given a big damage, with its impact on the inventory costs, to all of the petrochemicals sector. The Asian-originated panic sales, observed since October, have caused additional losses.

Within the year, the TL followed a fluctuating route and suffered a rapid depreciation with the economic crisis .The period in which its value was high had been the period of time when the competitive edge had become very low, despite successful improvements and the productivity increases.

The second half of 2008 has been the period when the energy prices in Turkey, contrary to the prices in the world, have increased. The energy cost of Advansa Sasa has increased by the end of the year by approximately 60 %, when compared with the beginning of the year.

In 2008, within these general conditions, as Advansa Sasa, our work towards our primary strategies, has continued.

To maintain and •improve the Work Safety performance by improvementsTo grow in the Polyester •Polymer area and to develop new differentiated polymer solutions. The optimization of the staple •fiber product portfolio.To develop new businesses apart •from polyester, by cooperating with other organizations.

The safety of our employees and our sensitivity to the environment has been our priority in all of our activities.

Our ethical applications, which distinguishes the Sabancı Group and which our company always put first have become the common denominator of both of our employees and our partners.

As of February 2008, the facility of Europe’s highest –capacity Batch Polymerization was started producing polymer products especially for the automotive and film industries and other segments and will be running at full capacity in 2009. Early in the year an investment decision was made in order to be able to produce PTA-based polymers to be used in the production of industrial yarn. The investment was completed in October 2008 which created an additional capacity of 80,000 tons/year .

Advansa Sasa has increased the ratio of special and niche products within its production range of staple fibre and filament yarn. A new facility to produce bi-component staple fibre with a capacity of 20,000 tons per year was commissioned in August,2008 and the quality of the products had been approved by our customers both in Turkey and in Europe.

Our R&D facilities in Adana, with the technologies they possess, have continued to work on the production of polyester, non-polyester products , filament yarn and staple fibre for various end usage purposes. Following the development of SASA Plus 88 in 2008 in our R&D labs, a plasticizer with high quality, free of phthalate, environmentally friendly and competitive has been introduced to the market. This product which can be produced without any additional investment at our current facilities is strategically important for the future of our company.

I would like to express my appreciation to all of our employees for their outstanding efforts, to all of our customers and suppliers for their support and to our shareholders for their trust they provided in 2008 which was a difficult year for the world and wish that the year of 2009 ,which I believe possesses opportunities, would be a beneficial one for our country and our company.

Ziya Engin TunçayChairman of the Board

4 2008 ANNUAL REPORT

Tamer Güven was a member of Board of Directors between 26.03.2008 – 20.02.2009 .

Audit CommitteeFull Name Duty Period

Volkan Balatlıoğlu : 26.03.2008 - 31.03.2009Şerafettin Karakış : 26.03.2008 - 31.03.2009İlker Yıldırım : 20.02.2009 - 31.03.2009

Levent Demirağ was a member of Audit Committee between 26.03.2008 – 20.02.2009 .

The members of the Board of Directors and the Audit Committee are provided with the authority stated by the Turkish Commercial Code, Articles of Association and related legislation.

INTRODUCTION

Report Period : 01 January 2008 – 31 December 2008

Company Title : Advansa Sasa Polyester Sanayi A.Ş.

Board of Directors :

Serra SabancıBoard MemberDuty Period :26.03.2008 – 26.03.2010

Levent DemirağBoard MemberDuty Period :20.02.2009 – 26.03.2010

Ali Doğan EserceBoard MemberDuty Period :26.03.2008 – 26.03.2010

Ziya Engin TunçayChairman of the BoardDuty Period :26.03.2008 – 26.03.2010

Mehmet Yaşar AtacıkVice Chairman of the BoardDuty Period :26.03.2008 – 26.03.2010

52008 ANNUAL REPORT

Changes in the share capital of the company: There have not been any changes in the share capital of our company during the period.

Dividends distributed within last three years : There has not been any dividend distribution in the years 2006, 2007 and 2008.

The shareholders with participation over 10% of the share capital :

Title Share%Advansa BV 51,00

Marketable securities issued during the period: There have not been any marketable securities issued during the period.

Sector that our company operates in and our position therein :Advansa Sasa, meets the significant portion of production capacity of Turkey in Polyester Yarn, Staple and Polymer sector in which it operates. The polyester capacity of our company is 277.000 tons/year. Our company, based on the research and development activities and by following up the market dynamics, particularly polymers and chemicals , is an organization that offers special solutions to all of the sectors in the polyester market.

Managers & Directors

FULL NAME TITLE

Bünyamin Sarıoğlu General Manager

Dr. Ali Akdağ Process & Product Technical Director

Dr. Can Baykam Special Polymers & Chemicals Marketing Director

İbrahim Celal Çelebi Operations Director

Hüseyin Deşir Staple Fibre and Filament Marketing Director

Dr. Uğurtan Doğan Human Resources & Labour Relations Director

Mehmet Döner Finance Director

Toker Özcan Strategy & Business Development Director

Ömer Demir Information Technologies Manager

Hüseyin Kalpaklı Filament Manufacturing Manager

Hilmi Karabulut Utilities & Recovery Manager

Güven Kaya Staple Manufacturing Manager

Mehmet Faruk Okan Dmt Manufacturing Manager

Ahmet Necip Özen Site Engineering Manager

İhsan Tunceren Sourcing and Logistics Manager

Hakan Uygur Polymerization & Amorphous Chips Manager

Mehmet Yiğit Zeytinli Planning & Materials Management Manager

Eyüp Mehmet İşleker Internal Auditor

Algan Alnıaçıklar Financial Analyst

6 2008 ANNUAL REPORT

219

143

182

174

185

2004 2005 2006 2007 2008

TOTAL SALESVOLUME (*)

Thousandof Tons

115102 99

113

136

2004 2005 2006 2007 2008

EXPORTS (*) FOB Millions USD

16.564

12.103

1.981

4.0246.228

2004 2005 2006 2007 2008

DMT SALES Tons

(*) Sales figures of Pet Resin and Pet Preform facilities, that were sold in July 2006, have not been included in order to allow the charts to be comparable.

Investment, Production and Sales Activities Investment ActivitiesConjugated Fiber Plant investment with a budget 2.5 million Euro which aims to meet the home textile customers’ demands for fiber-fill was made. The country of origin for the plant equipment was South Korea. The plant having a production capacity of 20.650 tonnes per annum, has three sections: fiber production, drawing and baling and sits on a 3.296 sqm closed area. In this plant, for the first time in the world, two different fiber types were produced from the same polymer line. The plant was successfully started to produce grade one product in August.

In the direction of customer needs, in order to acquire PTA (=Pure Terephthalic Acid) based polyester chips production capability, a complete polymerization plant was procured from South Korea. The project budget is 5 million Euro. The plant is being essentially constructed to produce the polyester chips which are being used in the filaments of tire reinforcement materials by Kordsa Global –a Sabancı Holding Company– meanwhile it will also be able to produce other PTA based chips according to the demands from the customers. The first phase of the project which is called Oligomerization, was completed in November and first product shipment was made to Kordsa. The second phase of the project which is called Polymerization, will be completed within the first quarter of year 2009.

Our water cooling tower No:6 and its pumps which have been working since 1983, became worn-out and has collapses inside. Since it was not feasible to repair, it has been left out of order and a new cooling tower has been constructed in the vicinity. The project cost was 360.000 Euro.

Production and Sales ActivitiesProduction Activities

The production volumes of our core products in comparison with previous year production volumes are presented below :

2008 (ton) 2007 (ton) Dmt 161.972 190.720 Polyester Chips 54.287 50.031 Polyester Staple Fibre 68.596 100.213 Polyester Yarn 5.769 19.759 Poy 8.691 39.355 Tops 1.950 3.740 Tow 1.783 4.176 Capacities :

In our DMT Plant comprising petrochemical features, DMT is being produced with the raw materials Para-xylene and Methanol. The DMT required by the production facilities is transferred to the Polymerization Units in liquid form to be processed with a third raw material Mono Ethylene Glycol and liquid polymer is being produced there. The DMT Plant has a production capacity of 280.000 tons/year. DMT based polymerization capacity is 234.000 tons/year.

Following this, the liquid polymer is transferred to Staple fibre, Yarn and Polyester Chips facilities where Tow, Staple Fibre, Poy, Yarn and Polyester Chips are being produced as a result of the polymers being processed. White and Coloured Tops is being produced as a result of Tow being processed in the Tops Facility. Capacities of 145.000 tons/year Staple Fibre, 6.000 tons/year Tops, 44.000 tons/year Poy, 28.500 tons/year Yarn ve 162.750 tons/year Polyester Chips are present.Some portion of the manufactured Poy is processed as plain and texture yarn

72008 FAALİYET RAPORU

38.912

5.994

23.807

18.49019.390

2004 2005 2006 2007 2008

YARN SALES Tons

43.770

6.140

36.518

20.999 19.735

2004 2005 2006 2007 2008

POY SALES Tons

74.333

112.181

99.121 99.53297.531

2004 2005 2006 2007 2008

STAPLE FIBRE, TOWand TOPS SALES

Tons

40.333

11.546

20.284

29.312

41.884

2004 2005 2006 2007 2008

POLYESTERCHIPS SALES

Tons

in the Yarn Facilities and introduced to the market. The manufactured Tow and Poy which are not used in internal consumption are also being introduced to the market.

Sales ActivitiesTotal Net sales

Years Amount (Thousands Change Compared of TL) Previous Year

2008 354.391 -%21 2007 451.189 -%11

The sales volumes of our core products in comparison with previous year sales volumes are presented below :

2008 (Tons) 2007 (Tons) Dmt 16.564 6.228 Polyester Chips 40.333 41.884 Polyester Stable Fibre 72.518 94.054 Polyester Yarn 5.994 19.390 Poy 6.140 19.735 Tops 1.812 3.477 Tow 3 94

Personnel Information

Our number of employees, as of 31st December 2008, decreased to 1,299 which shows a reduction of 230 persons when compared with 2007. In 2008, 56 new persons were employed and 286 persons’ employment were ceased. The distribution of our personnel ,based on the numbers at the main site and other exterior sites, is as follows :

Main Site 1.157 PeopleIndustrial Zone Textile Plant 129 Peopleİstanbul Office 7 Peopleİskenderun Tank Area and Loading 6 People

The Collective Agreement of the XVI.Period was signed on 16.05.2008 and will be valid for three years between 01.01.2008 and 31.12.2010.

Donation InformationOur company did not make any donations in 2008.

2008 ANNUAL REPORT8

RESEARCH and DEVELOPMENT ACTIVITIES

Advansa Sasa’s R&D activities have concentrated on the new businesses around the core capability areas where the strengths of the company lie. Advansa Sasa recognizes the vitality of technological innovation to ensure a healthy business environment.

In view of the above vision all R&D activities are re-engineered with the ultimate aim of developing new businesses and advanced polymer solutions in 2008. ADVSANSA SASA’s R&D organization and its methodology were united in a way to utilize all available resources efficiently and to obtain the maximum input. All research and business development activities have been consolidated under the umbrella of Strategy and Business Development group. During the year 2008, total R&D expenditures amounted to 6.556 Thousand of TL corresponding to 1,9 % of total revenue. While most of the internal resources are aligned around the short term projects for supporting the foundation of core businesses activities, external resources have been utilized in order to speed up long-term R&D projects like the carbon composites for polymer synthesis and staple fibers. Outstanding efforts delivered have resulted in new business opportunities like orto-phthalate free plasticizers (SASA Plus 88™), polyester polyols, water resistant polyester for solar cell film applications, built-in stretch fiber (SASA Flex ™ ) and foamy polyester resin.

92008 ANNUAL REPORT

Specialty Polymers:Significant amount of effort went into polymer business development as market dynamics changed enormously in 2008. Increasing public awareness and increasing demand for renewable energy resources forced us to develop a unique polyester polymer that withstands harsh environmental conditions. Together with one of our European customers, hydrolysis resistant polyester development activities have been completed and scouting field studies have initiated the test of the solar cells manufactured with this innovative polyester film. Patent application has been filed with our customer and pre-patent survey confirmed that the technology is patentable.In addition to hydrolysis resistant polyester several other ground breaking polymers have been developed and commercialized in 2008. These are:

• PBT of various types for engineering plastic applications • Water soluble and dispersible polyester for denim wash application • Polyester resin for tyre cord application • PEN polyester for packaging and filament application • Cationic dyable polyester masterbach (Patent pending) • Flame retardant polyester for fiber and film application • Different grades of low melting polyester for thermoplastic composite application

Specialty Chemicals:

External laboratory studies and governmental bodies around globe identified orto-phthalate compounds as potential health risk having detrimental effects on people. Advansa Sasa has commenced a study to develop a people- friendly option to devise a drop in replacement of conventional products. R&D efforts delivered a molecule as planned and commercial trials confirmed the suitability of new product for most of the application including cable coating, vinyl flooring, paints and inks. Product named, as SASA Plus 88 ™ and team will be focusing on market development activities in 2009. In addition to SASA Plus 88 ™, due similar market requirements demand for aromatic polyester polyols (APPs) forced us to develop a formulation house for supplying polyurethane industry. In- house developments for the production of high functional

APPs have been completed and end use trials have commenced.

Synthetic Fibers:R&D activities for polyester and high performance fibers centered on adding new functions and value with the support of polymer modification chemistry that is one the core strength of Advansa Sasa. Some of the projects below were commenced and completed in 2008:

• Self-stretching fiber, SASA Flex

• Flame retardant (FR) fibers

• Eco- sensitive fibers, SORONA ™ and Eco- yarn

with recycled content

• Bi-component (Congugated) staple fiber and

fiber production technology

• Water absorbent (hydrofil) fibers

Advanced materials:

The need for lighter, stiffer and stronger materials both form local and international markets forced us to step into a new business environment requiring tailor made solutions as per individual customer requirements. Development efforts are aimed to develop in- house capabilities for the production of thermoset and thermoplastic carbon fiber composites. As the industry is diversified too much, most of the efforts are narrowed down to final applications like armored vehicle, high pressure LNG storage cylinders. A specialty polymer is designed to bind the glass/carbon fibers in the thermoplastic matrices.

Tubitak/Teydeb:

Six RD project applications have been carried out with a total budget of 3.792 thousand TL during the year 2008. The two projects having a total budget of 973 thousand of TL, have been placed in the policy of support, whereas the other four projects having a total budget of 2.819 thousand of TL are waiting for the final approval.

All the forthcoming R&D activities will be focused around the technological capabilities where we can maximize technological innovation to create value in new and emerging markets.

10 2008 ANNUAL REPORT

SAFETY, OCCUPATIONAL HEALTH & ENVIRONMENTAL (SHE) ACTIVITIES 2008

SHE Department activities carried out under the consideration of a belief that the health and safety of everybody involved in its operations and the protection of the natural environment are very important and integral to the success of the business. Activities of year 2008 are summarized as below.

TRAININGS & AWARENESS ACTIVITIES

As we believe that SHE training is an essential element of safe and environmentally friendly workplaces and the one that the management must teach, motivate and provide employees with SHE knowledge to eliminate injuries and environmental incidents, we continued to give SHE trainings in 2008. SHE Induction trainings obliged for beginners from all levels at the first working week before starting to work continued. Besides SHE trainings continued to be given every day for outsourced contractors (613 contractor employees trained). Take-2 (behavioral safety) trainings for all employees were conducted under the responsibility of the line managements. Hazardous Operations and PPE Usage, Safety Auditing, Incident Investigation and Reporting, Work Control Permit Certification, Ergonomics, Manuel Handling & Back Prevention, Hearing Protection, Hot Work Inspector trainings, Fire & Fire Fighting, Hazardous Chemicals & Hazard Communication, Respiratory Protection, Risk Assessment, Water & Waste Management trainings were conducted by in-house resources. Workplace safety and occupational health promotions and leaflets are prepared for employee awareness twice in a month. Emergency preparedness is vital for chemical industry and 21 fire and rescue drills are held by operations and site fire department in co-operation with each other.

SHE AUDITING:

All Adana site operations are audited in compliance with site SHE Audit Plan which was prepared by SHE department the

same as in previous years. Plant internal audits were also carried out by their own teams. As in previous years we prepared a contractor audit plan for major contractor maintenance works. In this way we provided safety contractor works (Batch Polymer Start-up, Cp7 and Bico Plants Assembling, New Cooling Tower installation). This year we also conducted initial and cyclic PHA (process hazard analysis) studies for new and existing facilities by teams formed in Advansa Sasa. Auditing and consulting services were applied to Iskenderun and IZ sites of our company. Loss prevention audit is conducted by third party (GRC) in co-operation with Sabancı Holding in IZ and Adana sites.

PROJECTS:

For the new investments (Cp7, Bico and new cooling tower), fire detection and fire fighting systems implementation is completed and system is in use now.

Maintenance shutdowns were conducted in June and December and during this process legally required equipment tests and maintenance works have been completed in time without any unwanted safety pauses.

LEGISLATIVE WORKS AND OTHERS:

For protecting and improving the employee safety, IHS (integrated health services) and OH (occupational health) committees worked together and provided improvements about different topics. Vaccinations of employees such as Hepatitis B, tetanus and Flu were continued (with the company opportunities for the employees under risk).Noise measurements through related plants and preparation of noise map of the site applications were continued. Bacteriological analysis of potable water was conducted. Besides, 111 employees took first-aid refreshment trainings and renewed their certificates. In the scope of the agreement with Artensa and Enerjisa, SHE services have been kept to be provided to these companies according to SLAs.

Meetings of the Employee Safety and Health Committees formed for three different registered plants were conducted and actions from these meetings were carried out in 2008.

112008 ANNUAL REPORT

Inspections held by Ministry of Labor have been completed without recommendations.

Periodic health surveillances (check ups, audiograms, lung function tests etc.) and medical care of Advansa Sasa employees are held by IHS. Periodic preventive maintenance and controls of legally required equipments (pressurized vessels, lifting devices, fire fighting equipments, safety valves, confined space toxic gas monitoring etc) have been completed.

As an environmentally responsible company, by implementing our policy with the help of appropriate management systems which together with safety, occupational health and environmental targets and continuous improvement programs; one of the milestones of this biogas production from anaerobic treatment of waste water has been completed. A new boiler investment project to produce steam from biogas for the need of operations has been completed and put into operation in 2008.

CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORTS

1) STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLESAdvansa Sasa Polyester Sanayi A.Ş. (hereinafter referred to as “the Company”) adheres to and applies the “Corporate Governance Principles” published by the Capital Markets Board (“CMB”) during the 1 January -31 December 2008 period.

2) SHAREHOLDER RELATIONS DEPARTMENTWe have established a Shareholder Relations Department under the Finance Directorship. This department is composed of two people and is headed by Mehmet Döner ([email protected]), our Finance Director while the second person in this department is Ali Bülent Yılmazel ([email protected]), our CMB and Shareholder Relations Chief. The subject persons can also be reached on the phone number (322) 441 00 53 and by fax number (322) 441 01 14 .

Within this period, this department received approximately 6 requests for stock changes and 80 requests for the annual report, all of which were honored.

3) SHAREHOLDERS’ RIGHT TO OBTAIN INFORMATIONWithin this period, shareholders requested annual reports of previous periods. Such requests were handled immediately and the requested information was sent to the shareholders by mail from the company headquarters or branches.

In line with the Capital Markets Legislation, our Company declared information concerning the special events to the ISE, thus keeping potential and existing investors informed. The Articles of Association of the Company does not provide for the right to appoint a special auditor. No requests to this effect were received from shareholders in 2008.

4) INFORMATION ON GENERAL ASSEMBLY MEETINGIn 2008, one Ordinary General Assembly Meeting was held on 26.03.2008. The Ordinary General Assembly Meeting was attended by shareholders representing 51% of total votes. Invitations for these meetings were issued in accordance with the provisions of the Turkish Commercial Code and of the Company’s Articles of Association. During the two-week period preceding the General Assembly Meeting, the Balance Sheet, Income Statement, Board of Directors’ Annual Report and the Auditors Report were made available to shareholders at the company headquarters. The agenda items of the General Assembly Meetings were addressed in an impartial and detailed manner where they were shared in an open and comprehensible way giving all shareholders equal opportunity to express their opinion and ask questions, which contributed to the creation of a sound discussion environment. No discussion items were proposed at the General Assembly other than the existing agenda items. Minutes of the General Assembly Meeting are accessible at all times by shareholders at the Company headquarters.

Significant decisions that are mentioned in the Turkish Commercial Code are submitted to the approval of the shareholders in the general assembly. Once Corporate Governance Principles become part of the legislation, all significant decisions that will be mentioned in the amended laws will be submitted to the approval of shareholders in the General Assembly.

12 2008 ANNUAL REPORT

5) VOTING RIGHTS AND MINORITY RIGHTSThe Articles of Association do not provide for any privileged voting rights. In order to avoid any harm to the harmonious management structure of the Company, no cumulative voting rights have been granted in the Articles of Association regarding the existing share percentages and the share structure of the Company. Once legislative amendments are carried out to the effect of preventing the misuse of cumulative rights by minorities, this issue will be reconsidered by the General Assembly.

6) POLICY AND TIMING OF PROFIT DISTRIBUTIONThe profit distribution policy of our Company is distributing 30% of the distributable profit to the shareholders in cash.

This policy is reviewed every year by the Board of Directors according to the national and global conditions, current projects and state of the designated funds. The Company announced this profit distribution policy to public with a special event disclosure in 2006 and informed the shareholders in the Ordinary General Assembly Meeting of 2005.

Profit distribution is carried out within the shortest time possible following general assembly meetings within the time limits stipulated in the legislation.

7) TRANSFER OF SHARESThere are no provisions in the Company’s Articles of Association that provide for restrictions to the transfer of shares.

8) DISCLOSURE POLICY OF THE COMPANYAlthough our Company does not have a written policy of disclosure, we send to the ISE those information and documents that are required in the legislation. These information and documents are sent within the specified time limits to be disclosed to the public as part of information on special events and financial statements. These transactions are carried out by the Shareholder Relations Department.

9) DISCLOSURE OF SPECIAL EVENTSIn 2008, the ISE was notified of 17 special events in line with the requirements of the CMB. One of these disclosures was made in response to CMB’s demand of additional explanation. All the disclosures were provided in time and no sanctions were imposed by the CMB and ISE. The stocks of our Company are not listed on foreign stock exchanges.

10) INTERNET SITE OF THE COMPANY AND ITS CONTENTThe Internet site of our Company (www.sasa.com.tr) has been formed, including the Investor Relations section, according to the decisions taken in CMB’s 10 December 2004 dated and 48/1588 numbered meeting.

11) DISCLOSURE OF ULTIMATE DOMINANT SHAREHOLDER REAL PERSON(S)There are no ultimate dominant shareholder real persons in our Company.

12) PUBLIC DISCLOSURE OF PERSONS WHO HAVE ACCESS TO INSIDE INFORMATIONThe list of persons who have access to inside information is disclosed to the shareholders of our Company through our annual report and also was shared publicly on our web site which has become effective. The names of Members of the Board of Directors, the auditors and the members of top management of

our Company have already been publicly announced through the disclosures of special events.

13) INFORMATION PROVIDED FOR STAKEHOLDERSMeetings are organized to keep our employees informed and the available database is used for sharing of information. Meetings are being held with unions to share information and exchange opinions. Information provided on special events, periodic financial statements as well as annual reports in line with the Capital Markets legislation serve to inform potential investors. Furthermore, information is also shared with public through responses given in surveys conducted by various public and private sector organizations.

14) STAKEHOLDERS’ PARTICIPATION IN MANAGAMENTThe employees’ participation in the management of the Company is ensured through periodic internal meetings as well as through annual objective setting and performance evaluation meetings. Moreover, employees provide feedback for the management and for their co-workers as a result of which, results are taken into consideration at various management meetings, thus paving the way to the formulation of action plans required for changes that are needed. These efforts ensure the participation and contribution of our employees that is necessary for the effective management of our Company.

15) COMPANY POLICY ON HUMAN RESOURCESAdvansa Sasa believes that when personal contributions and growth are linked to business success, the result will be the enhanced employability and long-term employment for all employees. Elements of this philosophy: • Advansa Sasa invests in its people, and aims, as far as possible, for a long-term employment relationship with its employees, contributing to the company’s success by enhancing core values and retaining business memory. • Advansa Sasa believes in individuals, and that their continual development is critical to business success. • Advansa Sasa believes that providing a challenging work environment will bring out the best in our employees, allowing them and the company to fulfill their potential. • Advansa Sasa supports cultural diversity, as we believe that it is a positive contributor to an active, agile and motivated workforce, flexible enough to be able to respond to evolving customer needs.Our Human Resources Systems and Applications •Integrated HR Processes •Job Description and Evaluation •Salary/Reward Management •Performance Management •Selection and Recruitment •Training and Development - In-house Trainings - Out-door Trainings •Organization Succession Plan - Succession Planning - Career Management - Organizational Efficiency Analysis •HR Research and Information Technologies •Industrial Relations •Employee Relations •Administrative Affairs •Security

132008 ANNUAL REPORT

16) INFORMATION ON RELATIONS WITH CUSTOMERS AND SUPPLIERS

Requests from customers regarding the products they have purchased are honored in a rapid manner and customers are informed of any possible delays before the applicable deadline. Our production takes place in accordance with ISO 9001:2000 quality standards and Oexo-Tex paper. Customers are sent technical specifications indicating the features of every product that is purchased as well as certificates of analysis during delivery that include the features of the dispatched product only. We pay special attention to the confidentiality of information on our customers and suppliers within the framework of trade secrets while taking the necessary measures to make sure that good relations are established with our customers and suppliers free from unfair involvements in addition to ensuring that terms of agreements between such parties are complied with.

We have a Technical Services Department working in the area of customer satisfaction, which attends to incidents of customer satisfaction/dissatisfaction on the field and provides solutions. The Technical Services Department conducts weekly/monthly customer visits and customer satisfaction meetings, and communicates customer feedback to the relevant departments of the Company. Below are the communication details of the members of our Technical Services Department.

Full Name Title Phone E-mail Address

Ahmet TuranSpecial Polymers & Chemicals Technical Manager

(322) 441 00 53 / 2228

[email protected]

Sanem SünbülSpecial Polymers & Chemicals Technical Specialist

(212) 385 87 [email protected]

Çağdaş ÇetinSpecial Polymers & Chemicals Product Steward

(322) 441 00 53 / 2308

Cagdas.cetin @advansa.com

Fırat ÇimenStaple – Textile Product Responsible

(322) 441 00 53 / 2332

[email protected]

Şenay GeçgelStaple – Nonwoven Product Responsible

(322) 441 00 53 / 2337

Senay.gecgel @advansa.com

Ziya FahrioğluStaple – Fiberfill Product Responsible

(322) 441 00 53 / 2781

[email protected]

Sinan BulutFilament-POY- Texturize Product Responsible

(322) 441 00 53 / 2635

[email protected]

17) SOCIAL RESPONSIBILITY

As stated in our Annual Report, although not publicly disclosed, our Company maintains a human and environment sensitive policy of Safety, Health and Environment and strictly implements the code of ethics of the Company.

Furthermore, on condition that there is no detriment to the first dividend to be distributed to the Company shareholders in accordance with the Articles of Association, our Company pays 4% of its annual profit before tax as donation to either Hacı Ömer Sabancı Foundation or Sabancı University where this amount is deducted from the Company’s tax base.

18) STRUCTURE AND FORMATION OF THE BOARD OF DIRECTORS AND INDEPENDENT MEMBERS

Below are the Members of the Board of Directors of our Company:

Ziya Engin Tunçay Chairman (Non-executive)

Dr. Mehmet Yaşar Atacık Vice Chairman / (Non-Executive)

Serra Sabancı Member (Non-Executive)

Ali Doğan Eserce Member (Non-Executive)

Levent Demirağ Member (Non-Executive)

The Members of the Board of Directors are entitled to carry out activities based on a decision of the General Assembly in line with articles 334 and 335 of the Turkish Commercial Code.

19) QUALIFICATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

The qualifications of the Members of the Company’s Board of Directors overlap with those stated in the CMB Corporate Governance Principles. Although the minimum qualifications for Members of the Board of Directors are not stated in the Articles of Association, in accordance with its article 19, provisions of the Turkish Commercial Code apply in the absence of relevant provisions in the Articles of Association.

20) THE MISSION, VISION AND STRATEGIC GOALS OF THE COMPANY

The vision of our Company is; Positioned to maximize value in existing and new businesses.

The mission of our Company is; Advansa Sasa is an entrepreneur, knowledge based, material and service company.

The values of our Company are; • Exemplary in “environment, health and safety” • Innovative • Customer Focused • Competitive • Responsible and Respective • Results Driven • Knowledge Intensity • Dynamic • Reliable • Deriving power from market conditions • Cross Cultural

Our top priorities are safety and health of our employees, our environment, our neighbors’ and our customers. Target of Advansa Sasa is extending its prestige as a corporate citizen.

Strategic goals formulated by the executives are approved by Members of the Board of Directors. Furthermore, the Company’s Board of Directors monitors accomplishment of targets, the operations and past performance of the Company through regularly produced monthly reports. Moreover, the Board of Directors also receives results of comparisons of budgeted versus actual figures for the current year performance prepared by the Company authorities.

21) RISK MANAGEMENT AND THE INTERNAL CONTROL MECHANISM

The Board of Directors has initiated various mechanisms for the purposes of risk management and internal control. The Company Risk Committee has been formed within the scope of the Sabanci Holding ‘’Corporate Risk Management Standards’’ and this committee conducts regular meetings. In these meetings, the critical risks which the company faces, the management of these risks and the actions

14 2008 ANNUAL REPORT

to be taken are periodically followed up . The Credit Control Unit of our Company evaluates commercial, political and exchange rate based risks within the framework of the specified credit control policies, and manages these risks. In addition to this, the Internal Audit Department is authorized and responsible for conducting intra-company controls.

22) POWERS AND RESPONSIBILITIES OF THE MEMBERS OF THE BOARD OF DIRECTORS AND MANAGERS

Limitations to the management rights and representation powers of the Members of the Board of Directors have been defined in the Articles of Association. In addition, the modality of use of signatures by those who have the power of representation has been identified. The powers and responsibilities of those who bear the power to affix their signature on behalf of the Company have been explicitly stated on the signature circular prepared in line with the Articles of Association. The signature circular in question has been registered and disclosed in accordance with the relevant legislation.

In cases that fall outside the authorities and responsibilities specified in the relevant articles of the Articles of Association and the signature circular, provisions of the Turkish Commercial Code shall be applied as stated in article 19 of the Articles of Association.

23) PRINCIPLES OF ACTIVITY OF THE BOARD OF DIRECTORS

In 2008, the Board of Directors held 30 meetings with written approvals in line with the provisions of the Turkish Commercial Code and the Articles of Association. According to the Articles of Association of the Company, the dates and agenda of meetings of the Board are determined by the Chairman or the Deputy Chairman where the Board meets upon the request of the Chairman or the Deputy Chairman. The Board Members are notified of the items on the specified agenda in advance allowing them to make preparations.

No dissenting opinions were expressed regarding the decisions taken at the Board meetings in 2008.

For decisions to be taken regarding issues addressed in article 2.17.4 of section IV of the CMB Corporate Governance Principles, it was made sure that the Board Members without a legitimate excuse for absence did attend the Board meetings. Minutes did not include questions from the Board Members for no member had questions regarding such issues. Members of the Board of Directors have not been granted the right to a weighted vote and/or a veto for decisions to be taken regarding the issues in question.

24) PROHIBITION AGAINST ENTERING INTO TRANSACTIONS AND COMPETING WITH THE COMPANY

In 2008, Members of the Board of Directors did not enter into transactions with the Company and did not engage in activities competing with the Company in the same field of activity.

25) RULES OF ETHICS

We can summarize our code of business ethics under four main groups.

I. Integrity

Integrity and honesty are our core values in all our business processes and interactions. We act in integrity and honesty in all our relations with the employees and stakeholders.

II. Confidentiality

As employees of the Sabancı Group Companies,

• We give utmost importance to protecting the privacy of our customers, employees and other associated individuals and companies and the confidentiality of their information. • We protect confidential information regarding the activities of the Group Companies, use this information only for the purposes of the Sabancı Group, and share this information only with relevant authorized parties.

III. Conflict of Interest

Conflict of Interest is defined as the use of Holding/Company resources, name, identity and power for personal benefit and situations that might have a negative affect on the organization’s reputation and image. As employees of the Sabancı Group, we intend to keep away from conflict of interest and pay attention to the following situations:

• We do not obtain personal benefit personally or through our family or relatives from the individuals and organizations with which we enter a business relationship by benefiting from our current responsibilities.

• We do not enter a business activity based on an additional financial benefit other than H.O Sabancı Holding Inc. and Group Companies.

• We avoid using Sabancı name and power, our Sabancı identity for obtaining personal benefit.

• In case of a potential conflict of interest, we apply legal and ethical methods when we believe these methods will protect the benefits of the relevant parties in a safely manner.

• When we hesitate in cases, we confer with Human Resources Function, Code of Business Ethics Consultant or Ethics Board for counsel.

IV. Our Responsibilities

Our Legal Responsibilities:

• We execute all our domestic and international activities and procedures within the framework of the laws of the Republic of Turkey and international laws; and we submit all required information to regulatory authorities and institutions in a correct, compete, clear and timely manner.

• In executing all activities and procedures, we do not expect any benefit from, and keep an equal distance to all public institutions and organizations, administrative bodies, non-governmental organizations, and political parties; and we fulfill our liabilities with a sense of responsibility.

Our Responsibilities Towards Our Customers:

• We adopt and approach which is focused on customer satisfaction and proactive in responding to customers’ needs and demands in appropriate and timely manner.

• We deliver our services on time and under the promised conditions; we approach our customers with respect, honor, fairness, equality, and courtesy.

Our Responsibilities Towards Our Employees:

• We enable our employees to use their personal rights fully and correctly.

• We approach employees with honesty and fairness; and ensure a non-discriminatory, safe, and healthy working environment.

• We undertake the necessary efforts to enable personal development of our employees.

• With a social awareness we support them in volunteering for appropriate social and community activities.

• We respect and assure the balance between their private and professional lives.

Our Responsibilities Towards Our Partners:

• Dedicating prime importance to continuity of the Sabancı Group, and in line with our goal to create value for our partners, we avoid taking on unnecessary or unmanageable risks, and strive for sustainable profitability.

• We act with financial discipline and accountability, and

152008 ANNUAL REPORT

manage our companies’ resources, assets and our professional work time with a sense of efficiency and economy.

• We work to enhance our competitive power, and to invest in areas with growth potential and which offer the highest return on allocated resources.

• We give timely, correct, complete, and clear information on our financial statements, strategies, investments, and risk profile to the public and our shareholders.

Our Responsibilities Towards Our Suppliers/Business Partners:

• We act respectfully and fairly as expected from a good customer, and ensure to fulfill our liabilities on time. We carefully protect the confidential information pertaining to the persons, organizations and our business partners.

Our Responsibilities Towards Competitors:

• We compete effectively, only in areas that are legal and ethical, and avoid unfair competition.

• We support all efforts to construct a competitive structure targeted within the society.

Our Responsibilities Towards Community, Society and Humanity:

• Preservation of democracy, human rights and conservation of the environment; education and charity activities, eradication of crimes and corruption is of utmost importance to us.

• We pioneer in social affairs with an awareness of good citizenship and responsiveness; we try to play a role in non-governmental organization, in services and activities for the benefit of the society and public.

• We act in a responsive and sensitive manner in Turkey and towards the customs and culture of those countries where we undertake international projects.

• We do not offer and accept bribes or gifts in forms of products and services, etc.. beyond commonly accepted reasonable limits.

Our Responsibilities Towards concerning the “Sabancı” Name:

• Our business partners, customers, and other stakeholders trust us due to our professional competence and integrity. We strive to keep our reputation at the highest level.

• We offer our services within the framework of company policies, professional standards, our commitments, and ethical codes, and we ensure to fulfill our liabilities.

• We offer services in areas where we believe we are or will be professionally competent; and we seek to work with customers, business partners, and employees demonstrate integrity and legitimacy.

• We do not collaborate with those impairing social ethics, and damaging the environment or public health.

• We do not express our personal opinions; only communicate our companies’ view in public, and in areas where we are perceived as representing our company.

• When faced with complicated situations that may jeopardize H.O Sabancı Holding Inc. and/or its group companies, we consult first with the relevant personnel, following the appropriate technical and administrative consulting procedures.

26) NUMBER, STRUCTURE AND INDEPENDENCE OF COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS

An Audit Committee reports to the Board of Directors. The Board of Directors of the Company has not deemed it necessary to establish a separate committee for corporate governance principles for it is the Board itself that engages in ensuring compliance with such principles.

Both of the members of the Audit Committee were selected from among the non-executive Members of the Board of Directors. There are no independent members in the Audit Committee for there are none in the Board of Directors, either.

27) REMUNERATION OF THE BOARD OF DIRECTORS

The amount of the attendance fee to be paid to the Members of the Board of Directors is determined by the General Assembly.At the Ordinary General Assembly Meeting of 2007, a decision was taken to the effect of not paying any wages to the Board Members.

In 2008, the Company did not extend any loans or did not give credits to any of its Board Members or managers, did not extend the deadlines of loans or credits given, did not improve the terms of loans or credits, did not grant any credits via third parties under the name of personal loans or did not extend any guarantees for any of its Board Members or managers.

16 2008 ANNUAL REPORT

- Company’s Title : Advansa Sasa Polyester Sanayi A.Ş. Headquarters : ADANA Paid-in Capital : 216.300.000 TL. Registered Capital : 500.000.000 TL. Line of Activity : Marketing and production of Polyester Staple, Polyester Yarn and related products.- Auditors’ Name-Surname : Volkan Balatlıoğlu, Şerafettin Karakış, İlker Yıldırım Duty Period : One year Shareholder or not : Not a shareholder.

- Number of Board meetings participated Haven’t participated the Board meetings, and Audit Committee meetings held Audit Committee held four meetings.

- The scope of examinations in the Examinations are made in June, August, November 2008 and accounts, books and documents of the February 2009 in accordance with Commercial Code and Tax company, the dates of the examinations Legislation, any subject requiring criticism haven’t been met. and the conclusions reached The Board resolutions taken concerning the company management activities have been entered in duly held Board Resolution Book.

- In accordance with Turkish Commercial The reconciliation of the cash counts made with the cashbook has Code Article 353/1-3, the number of cash been determined. counts made and their conclusions

- In accordance with Turkish Commercial During the monthly examinations, the presence of the paper Code Article 353/1-4, the number of assets and documents and their conformance with the book examinations made and their results records have been determined.

- Complaints and frauds received and There were no complaints received. actions taken accordingly

We have examined the accounts and transactions of Advansa Sasa Polyester Sanayi A.Ş. for the period of 01 January 2008 - 31 December 2008 according to Turkish Commercial Code, Articles of Association and other legislations with the Generally Accepted Accounting Principles and Standarts.

In our opinion; the accompanying and adopted in principle balance sheet as of 31 December 2008 presents fairly the financial position of the company by the mentioned date; the Statement of Income for the period 01 January 2008 - 31 December 2008 presents fairly the operational results for the mentioned period and are found to be in accordance with truth. We offer the approval of the Balance Sheet and Statement of Income and the acquittance of the Board of Directors.27 February 2009

AUDITORS REPORTTO THE GENERAL ASSEMBLY OF ADVANSA SASA POLYESTER SANAYİ A.Ş.

AUDIT COMMITTEE

Volkan BALATLIOĞLU Şerafettin KARAKIŞ İlker YILDIRIM

172008 ANNUAL REPORT

CONVENIENCE TRANSLATIONINTO ENGLISH OF

FINANCIAL STATEMENTS AT 31 DECEMBER 2008

TOGETHER WITH INDEPENDENT AUDITOR’S REPORT

18 2008 FAALİYET RAPORU

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR’S REPORT ORIGINALLY ISSUED IN TURKISH

To the Board of Directors of Advansa Sasa Polyester Sanayi A.Ş.

1- We have audited the accompanying financial statements of Advansa Sasa Polyester Sanayi A.Ş. (the “Company”) which comprise the balance sheet as of 31 December 2008 and the related statement of loss, changes in shareholders’ equity and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

2- The Company management is responsible for the preparation and fair presentation of these financial statements in accordance with the financial reporting standards issued by the Capital Markets Board (“CMB”). This responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

3- Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the generally accepted auditing principles and standards issued by the CMB. Those principles require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

4- In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Advansa Sasa Polyester Sanayi A.Ş. as of 31 December 2008, and of its financial performance and its cash flows for the year then ended in accordance with the financial reporting standards issued by the CMB (Note 2).

Emphasis of matter

5- Without qualifying our opinion, we draw attention to Notes 1, 2.4 and 10 in which, starting from the year 2009 the changes in the primary operations of the Company and addition of chemicals segment, chemical products and chemicals market to the existing textile operations are discussed.

Additional paragraph for convenience translation into English

6-The effects of differences between financial reporting standards issued by the CMB, the accounting principles generally accepted in countries in which the accompanying financial statements are to be distributed and International Financial Reporting Standards (“IFRS”) have not been quantified in the accompanying financial statements. Accordingly, the accompanying financial statements are not intended to present the financial position, results of operations and changes in financial position and cash flows in accordance with accounting principles generally accepted in such countries and IFRS.

Başaran Nas Bağımsız Denetim veSerbest Muhasebeci Mali Müşavirlik A.Ş.a member of

PricewaterhouseCoopers

Gökhan Yüksel, SMMM

Partnerİstanbul, 11 March 2009

Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.a member ofPricewaterhouseCoopers BJK Plaza, Süleyman Seba CaddesiNo:48 B Blok Kat 9 AkaretlerBeşiktaş 34357 İstanbul-Turkeywww.pwc.com/trTelephone +90 (212) 326 6060Facsimile +90 (212) 326 6050

192008 ANNUAL REPORT

Notes 31 December 2008 31 December 2007

ASSETS

Current Assets 184.040 222.838

Cash and Cash Equivalents 3 18.297 25.784Trade Receivables 6 46.112 67.369Other Receivables 7 9.118 12.317Inventories 8 109.980 117.259Other Current Assets 15 533 10

Subtotal 184.040 222.739

Assets Held for Sale 22 - 99

Non-Current Assets 233.276 225.039

Financial Assets 4 440 440Other Receivable 7 9.521 -Investment Property 9 3.247 14.038Property, Plant and Equipment 10 206.364 201.103Intangible Assets 11 4.548 1.895Other Non-Current Assets 15 9.156 7.563

Total Assets 417.316 447.877

LIABILITIES

Current liabilities 163.825 142.982

Borrowings 5 113.093 107.808Trade Payables 6 33.547 27.114Other Payables 7 3.969 3.936Provisions 12 13.216 4.124

Non-Current Liabilities 16.489 17.195

Borrowings 5 2.752 985Provision for Employee Benefits 14 12.086 14.217Deferred Tax Liabilities 23 1.651 1.993

Shareholders’ Equity 237.002 287.700Paid-in Capital 16 216.300 216.300Inflation Adjustment to Shareholders’ Equity 16 196.213 196.213Restricted Reserves 2 5.356 5.356Retained Earnings (130.169) (86.249)Net Loss for the Year (50.698) (43.920)

TOTAL EQUITY AND LIABILITIES 417.316 447.877

Contingent assets and liabilities 12, 13

The accompanying notes form an integral part of these financial statements.

ADVANSA SASA POLYESTER SANAYİ A.Ş.BALANCE SHEETS AT 31 DECEMBER 2008 AND 31 DECEMBER 2007

(Amounts expressed in thousands of New Turkish lira (“TRY”) unless otherwise indicated)

20 2008 ANNUAL REPORT

Notes 2008 2007

OPERATING REVENUESales (net) 17 354.391 451.189Cost of sales (-) 17 (363.997) (430.128)

GROSS PROFIT (9.606) 21.061Marketing, sales and distribution expenses 18 (17.286) (24.038)General administrative expenses 18 (13.000) (17.783)Research and development expense 18 (1.389) -Other operating income 19 28.092 14.457Other operating loss 19 (13.880) (34.827)

OPERATING LOSS (27.069) (41.130)Financial income 20 50.866 34.620Financial expense 21 (74.837) (38.475)

LOSS BEFORE TAX FROM CONTINUING OPERATIONS (51.040) (44.985)Tax benefit from continuing operations 342 1.065Current tax expense 23 - -Deferred income tax benefit 23 342 1.065

NET LOSS FOR THE YEAR FROM CONTINUING OPERATIONS (50.698) (43.920)Earnings per share - thousands of ordinary shares (TRY) 24 (2,34) (2,03)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED

31 DECEMBER 2008 AND 2007 (Amounts expressed in thousands of New Turkish lira (“TRY”) unless otherwise indicated)

Inflation Financial Accumulated adjustment to assets deficit Paid-in shareholders’ revaluation Restricted and net loss capital equity reserve reserves for the period Total

Balances at 1 January 2007 216.300 196.213 - 5.356 (73.755) 344.114

Enerjisa revaluation reserve - - 1.690 - - 1.690

Transfer of Enerjisa revaluation reserve - - (1.690) - - (1.690)

Acquisition of usufruct shares - - - - (12.494) (12.494)

Net loss for the period - - - - (43.920) (43.920)

Balances at 31 December 2007 216.300 196.213 - 5.356 (130.169) 287.700

Balances at 1 January 2008 216.300 196.213 - 5.356 (130.169) 287.700

Net loss for the period - - - - (50.698) (50.698)

Balances at 31 December 2008 216.300 196.213 - 5.356 (180.867) 237.002

The accompanying notes form an integral part of these financial statements.

ADVANSA SASA POLYESTER SANAYİ A.Ş.STATEMENTS OF INCOME FOR THE YEARS ENDED 31 DECEMBER

(Amounts expressed in thousands of New Turkish lira (“TRY”) unless otherwise indicated)

212008 ANNUAL REPORT

Notes 2008 2007

Loss before taxation (51.040) (44.985)

Cash flows from operating activities:

Depreciation and amortization expense 9, 10, 11 19.242 21.919Interest expense 21 8.901 7.749Income from sale of property, plant and equipment 19 (15.159) (186)Provision for employment termination benefits 14 3.248 3.054Interest income 20 (440) (868)Provision for doubtful receivables 6 85 2.701Impairment on inventories-net 8 4.683 296Income from sale of financial assets 19 - (1.550)Provision for impairment of fixed assets 19 - 28.963Changes in trade receivable 6 16.729 19.193Changes in due from related parties 6 4.528 4.310Changes in inventories 8 2.596 2.027Changes in other receivable 7 (6.322) (2.682)Changes in other current assets 15 (523) (2)Changes in other non-current assets 15 (1.593) 42Changes in trade payables 6, 21 (13.847) (17.712)Changes in due from related parties 25 19.900 (6.514)Changes in other short term liabilities 7 33 (61)Changes in provision 12 9.092 (1.001)Employment termination benefits paid 14 (5.379) (1.980)

Net cash provided used in/(by) operating activities (5.266) 12.713

Investing activities:Purchase of property, plant and equipment and intangible assets 10, 11 (26.830) (14.930)Proceeds from sales of financial assets - 4.953Proceeds from sale of property, plant and equipment 9, 10, 19, 22 25.638 1.307Interest received 20 440 868

Net cash used in investing activities (752) (7.802)

Financing activities:Change in financial borrowings-net 5 4.115 7.834Change in financial lease borrowings 5 2.385 1.247Purchase of usufruct shares - (12.494)Interest paid 5, 21 (7.969) (7.100)

Net cash used in financing activities (1.469) (10.513)

Net decrease in cash and cash equivalents (7.487) (5.602)

Cash and due from banks at the beginning of the period 25.784 31.386

Cash and due from banks at the end of the period 3 18.297 25.784

The accompanying notes form an integral part of these financial statements.

ADVANSA SASA POLYESTER SANAYİ A.Ş.STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2008 AND 2007

(Amounts expressed in thousands of New Turkish lira (“TRY”) unless otherwise indicated)

22 2008 ANNUAL REPORT

NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS

Advansa Sasa Polyester Sanayi A.Ş. (the “Company”) was incorporated on 8 November 1966 in Adana. The Company is mainly engaged in the production and marketing of polyester fibre, yarn and related products, pet chips and pet bottles. Consequent to the research and development activities and follow-up of other market dynamics until 31 December 2008, the Company initiated the production and sale of chemical products from the start of the year 2009. The Company management expects the chemicals segment production and sales to increase rapidly within the total operations of the Company from 2009 onwards. The company also acts as an unauthorized agent for Aksigorta A.Ş., an associated insurance company. The Company is a subsidiary of Advansa B.V. domiciled in the Netherlands which in turn is a subsidiary of Hacı Ömer Sabancı Holding A.Ş. (“Sabancı Holding”). In this context, the Company’s ultimate parent company is Sabancı Holding. Shares of the Company are quoted on the Istanbul Stock Exchange.

The address of the registered office is as follows:

Tarsus Yolu Üzeri 13. k.m. P.K. 371 01322 Adana.

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1 Accounting standards

The Capital Markets Board of Turkey (“CMB”) regulated the principles and procedures of preparation, presentation and announcement of financial statements prepared by the entities with the Communiqué No: XI-29, “Principles of Financial Reporting in Capital Markets” (“the Communiqué”). This Communiqué is effective for the annual periods starting from 1 January 2008 and supersedes the Communiqué No: XI-25 “The Financial Reporting Standards in the Capital Markets”. According to the Communiqué, entities shall prepare their financial statements in accordance with International Financial Reporting Standards (“IAS/IFRS”) endorsed by the European Union. Until the differences of the IAS/IFRS as endorsed by the European Union from the ones issued by the International Accounting Standards Board (“IASB”) are announced by Turkish Accounting Standards Board (“TASB”), IAS/IFRS issued by the IASB shall be applied. Accordingly, Turkish Accounting Standards/ Turkish Financial Reporting Standards (“TAS/TFRS”) issued by the TASB which are in line with the aforementioned standards shall be considered.

With the decision taken on 17 March 2005, the CMB has announced that, effective from 1 January 2005, for companies operating in Turkey and preparing their financial statements in accordance with CMB Financial Reporting Standards the application of inflation accounting is no longer required. Accordingly, the Company did not apply IAS 29 “Financial Reporting in Hyperinflationary Economies” issued by the IASB in its financial statements for the accounting periods starting 1 January 2005.

As the differences of the IAS/IFRS endorsed by the European Union from the ones issued by the IASB has not been announced by TASB as of date of preparation of these financial statements, have been prepared within the framework of Communiqué XI, No: 29 and related promulgations to this Communiqué as issued by the CMB in accordance with the accounting and reporting principles accepted by the CMB (“CMB Financial Reporting Standards”) which is based on IAS/IFRS. The financial statements and the related notes to them are presented in accordance with the formats required by the CMB including the compulsory disclosures. Accordingly, required reclassifications have been made in the comparative financial statements.

Financial statements are approved for declaration by Board of Directors on 11 March 2009 and signed by General Manager Bunyamin Sarıoğlu and Financial Director Mehmet Döner, on behalf of the Board of Directors. The financial statements of the Compnay are subject to the approval of shareholders in the General Assembly and the shareholders posses the right to ask for amendment of these financial statements at the General Assembly after issuance.

2.2 Adoption of new and revised standards

a) The following standards are published in 2008 but are not relevant to the Company’s operations

ADVANSA SASA POLYESTER SANAYİ A.Ş.NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2008 AND 2007

(Amounts expressed in thousands of New Turkish lira (“TRY”) unless otherwise indicated)

232008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

•IFRIC 11,“IFRS 2 - Group and treasury share transactions”•IFRIC 12, “Service concession arrangements” IFRIC 13, “Customer loyalty programmes”•IFRIC 14, “IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction”

The listed changes below that come into operation as of 2008 not related with the Company’s operations, therefore the changes are not implemented in financial statements.

b) Standards, amendments and interpretations to existing standards that are not yet effective in 2008 and have not been early adopted by the Company:

Effective for annual periods beginning on or after 1 January 2009•IFRS 8, “Operating segments”•IFRIC 15, “Agreements for the construction of real estate”•IFRS 2 (Amendment), “Share Based Payment”•IAS 23, “(Amendment) Borrowing Costs”.•IAS 32(Amendment), “Financial Instruments: Presentation” Amendments relating to•IAS 1, “Presentation of Financial Statements” Comprehensive revision including•IAS 39, “Financial Instruments: Recognition and Measurement” Amendments for eligible hedged items•IFRIC 16, “Hedges of a net investment in a foreign operation”

Effective for annual periods beginning on or after 1 July 2009•IAS 27, “Consolidated and Separate Financial Statements” •IAS 3, “Business Combinations” •IAS 31, “Interests in Joint Ventures”

The listed standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2009 but not creates significant effect on the financial statements.

2.3 Convenience translation into English of consolidated financial statements originally issued in Turkish

The accounting principles described in Note 2 to the financial statements (defined as “CMB Financial Reporting Standards”) differ from IFRS issued by the International Accounting Standards Board with respect to the application of inflation accounting for the period between 1 January - 31 December 2005. Accordingly, the accompanying financial statements are not intended to present the financial position and results of operations in accordance with IFRS.

Significant Accounting Estimations and Decisions

Preparation of financial statements necessitates the usage of estimates and assumptions that can affect the amounts of reported assets and liabilities as at balance sheet date, the explanation for the contingent assets and liabilities and the income and expenses reported during the accounting period. Although these estimates and assumptions are based on Company management’s best estimates related with the current conditions and transactions, actual results may differ than these estimates.

Determination of recoverable amount of tangible assets

As discussed in Note 10, the Company took into consideration the internal and external sources of information as described in IAS 36 “Impairment of Assets” as impairment indicators and performed a study based on discounted future cash flow models for the determination of the recoverable amount of the Company’s tangible assets as at 31 December 2008. The future projections included in the subject study is heavily dependent on the appreciation and success of the chemical products in the market that the Company started to produce by the start of 2009. This study which is based on discounted future cash flows reflects the Company management future estimations and assumptions.

The significant accounting estimations used in preparation of the financial statements are summarized below;

24 2008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

Revenue recognition

Revenues are recognized on an accrual basis at the time deliveries or acceptances are made, at the invoiced values. Net sales represent the invoiced value of goods shipped less any sales returns and discounts. When the arrangement effectively constitutes a financing transaction, the fair value of the consideration is determined by discounting all future receipts using an effective rate of interest. The difference between the fair value and the nominal amount of the consideration is recognized as interest income on related terms.

Other revenues earned by the Company are recognized on the following bases:

Rental income - on an accrual basisInterest income - on an effective yield basisDividend income - when the Company’s right to receive payment is established

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost elements included in inventories are materials, labor and an appropriate amount of factory overheads. The unit cost of inventories is determined on the weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated selling expenses.

Related Parties

For the purpose of these financial statements, shareholders, associated companies, Advansa B.V. (Note 25) group companies, key management personnel and Board of Directors’ members, in each case together with their families and companies controlled or affiliated with them are considered and referred to as related parties.

Property, plant and equipment and related depreciation

Property, plant and equipment are carried at cost less accumulated depreciation and impairment loss if exists. Depreciation is provided over adjusted costs on a straight-line basis over the economic useful lives. The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets, are as follows:

Years

Buildings 18 - 25Machinery, plant and equipment 15 - 25Motor vehicles 5Furniture and fixtures 5 - 10Leasehold improvements 5

Property, plant and equipment is reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable and where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the higher of net selling price or value in use. Net selling price is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. Value in use is the present value of the future cash flows expected to be derived from an asset or cash generating unit plus the residual value.

Gains or losses on disposals of property, plant and equipment are included in the related income and expense accounts, as appropriate.

252008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

Assets held for sale

Assets held for sale are carried at the lower of cost or fair value less cost to sell. The carrying amount is recovered through the sale of the related asset. For the property plant and equipment reclassified as assets held for sale, depreciation is not calculated from the date of reclassification.

Intangible assets

Intangible assets comprise of acquired intellectual property and computer software. They are recorded at acquisition cost and amortized on a straight-line basis over their estimated useful lives for a period not exceeding 5 years from the date of acquisition. Where an indication of impairment exists, the carrying amounts of any intangible assets including goodwill are assessed and written down immediately to their recoverable amount.

Research and development costs

Research costs are expensed as incurred, costs incurred on development projects (relating to the design and testing of new or improved products) are recognized as intangible assets when it is probable that the project will be a success considering its commercial and technological feasibility and only if the cost can be measured reliably. Other development expenditures are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in subsequent periods.

Available for sale financial assets

Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale; these are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Management determines the appropriate classification of its investments at the time of the purchase and re-evaluates such designations on a regular basis.

All financial assets are initially recognized at cost, being the fair value of the consideration given and including acquisition charges associates with the investment. After initial recognition, financial assets that are classified as available-for-sale are measured at fair value unless fair value cannot be reliably measured.

Other investments in which the Company has an interest below 20%, or over which the Company does not exercise a significant influence, or which are immaterial, are classified as available-for-sale. Available-for-sale investments that do not have quoted market prices in active markets and whose fair values cannot be measured reliably are carried at cost less any provision for diminution in value. Available-for-sale investments that have quoted market prices in active markets and whose fair values can be measured reliably are carried at fair value.

In accordance with the revised IAS 39 “Financial Instruments”, unrealized gains and losses arising from the changes in the fair value of securities classified as available-for-sale are deferred in the equity until the financial asset is sold, collected or otherwise disposed of. When available-for-sale securities are sold, collected or otherwise disposed of, related deferred gains and losses in equity are released to the income statement.

Fair value of financial instruments

Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted

market price, if one exists. The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein do not necessarily

26 2008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

indicate the amounts the Company could realize in a current market exchange.The following methods and assumptions were used to estimate the fair value of the financial instruments for which it is practicable to estimate fair value.

Monetary assetsThe fair values of balances denominated in foreign currencies, which are translated at year-end exchange rates, are considered to approximate carrying value.

The fair values of cash and due from banks are considered to approximate their respective carrying values due to their short-term nature.

The carrying values of trade receivables are estimated to be their fair values due to the elimination of the credit finance income.

Monetary liabilitiesThe fair values of funds borrowed and other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature

Long-term borrowings are translated at variable year-end exchange rates and denominated in foreign currencies and accordingly their fair values approximate their carrying values. Trade payables are presented at their fair values

Foreign currency transactions and translationTransactions in foreign currencies during the year have been translated at the exchange rates prevailing at the dates of the transactions. Monetary assets denominated in foreign currencies have been translated at the exchange “bid rates” prevailing at the period end and liabilities denominated in foreign currencies have been translated at the exchange “ask rates” prevailing at year-end. Exchange gains or losses arising on the settlement and translation of foreign currency items have been included in the statements of income.

Earnings per shareEarnings per share disclosed in the accompanying statement of income are determined by dividing net income by the weighted average number of shares in existence during the period concerned.

In Turkey, companies can increase their share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect of bonus shares issued without a corresponding change in resources, by giving them a retroactive effect for the period in which they were issued and each previous year.

Basic earnings per share are calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue.

Provisions, contingent assets and liabilitiesProvisions are recognized when the Company has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.

A possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company have not been recognized in the accompanying financial statements and treated as contingent liabilities and contingent assets.

Government grantsThe Company benefits from research and development (“R&D”) grants within the scope of the Communiqué No:98/10 of The Scientific and Technological Research Council of Turkey (“TÜBİTAK”) and Money Credit and Coordination Board related to R&D grants for its research and development projects given that such projects satisfy specific criteria with respect to the evaluation of TÜBİTAK Technology Monitoring and Evaluation Board.The government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

The portion of government grants associated to previously capitalized intangible assets is deducted from the cost of the intangible asset, whereas the other government grants are recognized as income in the period which they are incurred.

272008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

Investment propertyLand and buildings that are held to earn rentals or for capital appreciation or both rather than for use in the production or supply of goods or services or for administrative purposes or sale in the ordinary course of business are classified as investment property and carried at cost less accumulated depreciation (except land) under the cost method. The cost of a self-constructed investment property is determined as its cost at the date when the construction or development is complete. On that date the subject asset qualifies as an investment property and thus transferred to investment properties class. The useful life estimation for the buildings within investment properties is between 18-25 years.

Provision for employment termination benefitsThe provision for employment termination benefits represents the present value of the estimated total reserve of the future probable obligation of the Company arising from the retirement of employees calculated in accordance with the Turkish Labour Law.

Cash and cash equivalentsCash and due from banks comprise of cash in hand, bank deposits and highly liquid investments, whose maturity at the time of purchase is less than three months.

Trade receivablesTrade receivables that are created by the Company by way of providing goods directly to a debtor are carried at amortized cost. Short duration receivables with no stated interest rate are measured at original invoice amounts unless the effect of imputing interest is significant.

A credit risk provision for trade receivables is established if there is objective evidence that the Company will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated receivables at inception.

If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the provision is credited to other income.

Loans originated by the Company When the loan is originated by the Company by providing money directly to a bank, the loan is secured with marketable securities, Turkish government bonds and treasury bills, acquired under reverse repurchase agreements with banks with a predetermined sale price at fixed future dates and is stated at amortized cost.

The accrued interest represents the apportionment to the current period of the difference between future sale prices and the amount provided by the Company. Such originated loans where the original maturity at the time the money is directly transferred to the bank is less than three months, are considered and classified as cash equivalents for the purposes of cash flow statements.

A credit risk provision for loan impairment is established if there is objective evidence that the Company will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated loan at inception.

BorrowingsBorrowings are recognized initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective yield method. Any difference between proceeds, net of transaction costs, and the redemption value is recognized in the income statement as financial expense over the period of the borrowings. International Accounting Standard No 23 “Borrowing Costs” was revised on 29 March 2007 by the IASB. The revised IAS 23 is effective from 1 January 2009, yet voluntary early transition to the application right is reserved. The Company opted for early adoption and changed its accounting policy, choosing the policy envisaged in IAS 23 related to borrowing costs at 1 January 2007. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset in the period in which the asset is prepared for its intended use or sale. All other borrowing costs are charged to the income statement when they are incurred (Note 5).

olarak UMS 23’te öngörülen muhasebe politikasını seçerek muhasebe politikası değişikliğine gitmiştir. Kredilerden

28 2008 ANNUAL REPORT

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

Deferred income taxes

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying values in these financial statements. Current enacted tax rates are used to determine deferred income tax.

The principal temporary differences arise from the restatement of property, plant and equipment and inventory over their historical cost, accrued interest income and expense, provision for employment termination benefits, provision for restructuring expenses, tax losses carried forward and unused tax credits.

Deferred tax liabilities are recognized for all taxable temporary differences, where deferred tax assets resulting from deductible temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized.

Deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority and deferred tax assets and liabilities are offset accordingly.

Share capital and dividendsOrdinary shares are classified as equity. Dividends on ordinary shares are recognized in equity by deducting from retained earnings in the period in which they are declared.

Restricted ReservesRestricted reserves are allocated from profit of previous period due to obligation arising from law or the Company’s articles or objects excluding profit distribution (etc. tax advantage for gain on sale of subsidiaries). These reserves are carried at their statutory amounts.

OffsettingFinancial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

Changes in accounting estimates, accounting principles and errorsSignificant changes at the accounting principles and significant accounting errors should de applied retrospectively and prior period financial statements should be restated. Changes in the accounting estimates should be accounted in financial statements prospectively; if the change is related to only one period it should be accounted at the current year that the change is performed, but if it is related to more than one period it should be accounted at both the current and future periods.

NOTE 3 - CASH AND CASH EQUIVALENTS 31 December 2008 31 December 2007

Cash in hand 7 6Banks - demand deposits 5.298 1.499Banks - time deposits (*) - 319Cheques received (**) 12.992 23.960

18.297 25.784

(*) At 31 December 2008 there are no time deposits at bank (31 December 2007: Time deposits are denominated in US Dollars amount to TRY 319 with a interest rate of 4%).

(**) Cheques received constitute the cheques obtained from customers and given to banks for collection or cheques in portfolio as a result of trade activities and with maturities of less than three months.

292008 ANNUAL REPORT

NOTE 4 - FINANCIAL ASSETS

Available for sale financial assets: 31 December 2008 31 December 2007

TRY amount % TRY amount %

Bimsa 1.484 10,00 1.484 10,00

1.484 1.484

Diminishment in value of Bimsa (1.044) (1.044)

440 440

The participation amounts to the capital are carried at acquisition cost and the participation percentages to the capital are calculated from nominal amounts.

NOTE 5 - BORROWINGS

Bank Borrowings

31 December 2008 31 December 2007

Akbank T.A.Ş. (“Akbank”) 99.593 107.546Türkiye İhracat Kredi Bankası A.Ş. 12.620 -

112.213 107.546

Short-term financial lease payables 880 262

Short term borrowings 113.093 107.808

Foreign currency denominated bank borrowings obtained from Akbank and corresponding interest expense accruals as at 31 December 2008 and 2007 are as follows:

Principal 31 December 2008 31 December 2007

Original Currency Interest Original Interest Original % amount TRY % amount TRY

USD 6,44 62.000.000 94.215 5,98 58.800.000 68.814EUR 7,93 2.500.000 5.378 5,54 22.500.000 38.664TRY 17,72 - 12.000 - - -

111.593 107.478

Accrued interest

USD - - - - 58.390 68TRY - - 620 - - -

112.213 - 107.546

30 2008 ANNUAL REPORT

NOTE 5 - BORROWINGS (Continued)

Financial lease payables

The Company’s lease payables due to financial leasing agreements signed with group company Ak Finansal Kiralama A.Ş. (Note 25) are as follows:

31 December 2008 31 December 2007

Short term lease payables 880 262Long term lease payables 2.752 985

3.632 1.247

The Company’s financial lease payables maturity period does not exceed five years. Bank borrowings and financial lease payables with maturities of less than one year are classified under “Short Term Liabilities”, financial lease payables with maturites of more than one year are classified under “Long Term Liabilities”.

NOTE 6 - TRADE RECEIVABLES AND TRADE PAYABLES

Trade Receivables: 31 December 2008 31 December 2007

Trade receivables 42.724 57.371Due from related parties 3.901 8.429Cheques received (*) 1.268 3.335Deposits and guarantees given - 3Less: unearned credit finance income (20) (57)Less: provision for doubtful receivables (1.761) (1.712)

Total 46.112 67.369

(*) Cheques received constitute the cheques obtained from customers and kept in portfolio as a result of trade activities and with maturities of more than three months.

As of 31 December 2008 trade receivables are discounted by 1,63% (31 December 2007: 1,50%).

Overdue but not impaired receivables are as follows:

Overdue period 31 December 2008 31 December 2007

0 - 1 month 1.360 2.6641 - 2 months 739 3022 - 3 months 354 284Over 3 months 816 661

Total 3.269 3.911

Since overdue but not impaired receivables as at 31 December 2008 and 2007 are mainly overdue between 0-1 month and due to existence of receivable insurance, bank guarantee, mortgage and other guarantees (i.e. cheques), no provision is provided for in these financial statements.

312008 ANNUAL REPORT

NOTE 6 - TRADE RECEIVABLES AND TRADE PAYABLES (Continued)

Overdue and impaired receivables are as follow:

Overdue period 31 December 2008 31 December 2007

0 - 3 months - 1213 - 9 months 5 -Over 9 months 1.756 1.591

Total 1.761 1.712

The movements of the provision for doubtful receivables during the period are as follows:

31 December 2008 31 December 2007

Balance at 1 January (1.712) (1.732)

Increase during the period (85) (2.701)Decrease during the period 36 2.721

(1.761) (1.712)

Trade Payables: 31 December 2008 31 December 2007

Due to related parties 25.855 5.955Other trade payables 7.793 21.241Less: unincurred credit finance expense (101) (82)

33.547 27.114

As at 31 December 2008 trade payables are discounted by 1,63% (31 December 2007: 1,50%). Average credit terms for trade receivables and trade payables are 70-80 days and 60 days respectively (31 December 2007: 80-90 days and 45 days respectively)

NOTE 7 - OTHER RECEIVABLES AND PAYABLES

Other Receivables: 31 December 2008 31 December 2007

Transferred VAT 5.979 9.327VAT return claimed on export deliveries 2.209 102VAT return claimed subject to VAT rate reduction 518 2.190Miscellaneous receivables 412 698

9.118 12.317

Other non-current receivables 31 December 2008 31 December 2007

Transferred VAT 9.521 -

Other Payables: 31 December 2008 31 December 2007

Taxes and funds payable 3.374 2.997Due to personnel 546 626Other 49 313

3.969 3.936

32 2008 ANNUAL REPORT

NOTE 8 - INVENTORIES 31 December 2008 31 December 2007

Raw materials and supplies 34.907 40.953Finished goods 33.744 33.775Intermediate goods 41.997 38.652By-products 4.789 2.832Semi-finished goods 534 242Other 2.161 4.274

Less: impairment in value of inventories (*) (8.152) (3.469)

109.980 117.259

At 31 December 2008 the aggregate amount of inventories written-down due to impairment is TRY 5.493 (31 December 2007: TRY 1.756). The amount of reversal of impairment due to improvements in the market or actual sale as at 31 December 2008 is TRY 810 (31 December 2007: TRY 1.460). The reversal of previous impairment provisions is made through reduction of cost of good sold in the current period.

For the year ended at 31 December 2008, the aggregate amount of inventories expensed and included in cost of goods sold is TRY 244.481 (31 December 2007: TRY 303.858).

(*) Impairment has been allocated to finished goods, intermediate goods and other inventories.

NOTE 9 - INVESTMENT PROPERTY

The movement schedules of investment properties for the 12 month periods ended 31 December 2008 and 2007 are as follows: 1 January 2008 Addition Transfers Disposals 31 December 2008

Cost:Land 3.648 - (2.587) - 1.061Buildings 15.986 - (9.325) (2.978) 3.683

19.634 - (11.912) (2.978) 4.744

Accumulated depreciation:Building 5.596 457 (3.205) (1.351) 1.497

Net book value 14.038 3.247

The Company leased its real-estates to third party through lease agreements with the weighted average net book value of TRY 9.546 in the period between 1 January-31 December 2008 and as a result, generated rent income amounting to TRY 905 (Note 19).

332008 ANNUAL REPORT

NOTE 9 - INVESTMENT PROPERTY (Continued)

1 January 2007 Additions Transfers (*) Disposals 31 December 2007

Cost:Land 1.061 - 2.587 - 3.648Buildings 6.532 - 9.454 - 15.986

7.593 - 12.041 - 19.634

Accumulated depreciation:Building 2.246 665 2.685 - 5.596

2.246 - - - -

Net book value 5.347 14.038

(*) The Company has leased some buildings and land improvements within property, plant and equipment in Adana facilities with the net book value of TRY139 and some buildings and land improvements with the net book value of TRY9.217 in Kurtköy facilities within assets held for sale to third parties. The subject assets are transferred to investment properties.

NOTE 10 - PROPERTY, PLANT AND EQUIPMENT

The movement schedules of property, plant and equipment and related accumulated depreciation for the twelve month periods ended 31 December 2008 and 2007 are as follows:

Transfers from 1 January construction 31 December 2008 Additions in progress Disposals 2008

Cost:Land 13.400 - - - 13.400Land improvements 8.227 - - - 8.227Buildings 59.923 6 1.642 - 61.571Machinery and equipment 342.177 775 17.570 (1.155) 359.367Motor vehicles 2.703 30 - (284) 2.449Furniture and fixtures 6.020 174 5 (47) 6.152Construction in progress 9.672 22.508 (19.436) - 12.744

442.122 23.493 (219) (1.486) 463.910

Accumulated depreciation:Land improvements 3.416 472 - - 3.888Buildings 22.586 3.151 - - 25.737Machinery and equipment 208.083 13.840 - (1.035) 220.888Motor vehicles 2.594 68 - (284) 2.378Furniture and fixtures 4.340 351 - (36) 4.655

241.019 17.882 - (1.355) 257.546

Net book value 201.103 206.364

The Company management took into consideration the internal and external sources of information as described in IAS 36 “Impairment of Assets” as impairment indicators and performed an impairment study. The Company made a study to measure the recoverable amount of its tangible assets as at 31 December 2008 using discounted cash flows model with a discount rate of 11,30%. The subject study prepared by the Company management is dependent on the appreciation of new products in the chemicals segment that the Company is capable of producing and has the

34 2008 ANNUAL REPORT

NOTE 10 - PROPERTY, PLANT AND EQUIPMENT (Continued)

capacity of producing with its existing machinery and equipment and also the shift of a certain portion of the Company’s production and sales in the forthcoming five years to chemical segment from textile segment. Additonally, the Company management foresees the increase of the share of specialty products with higher gross profit margins in the textile segment in the future period. Based on the results of this study no impairment loss on the Company’s tangible assets is noted. Transfers from 31 1 January construction Other December 2007 Additions in progress transfers(*) Impairment(**) Disposals 2007

Cost:Land 13.400 - - - - - 13.400Land improvements 8.248 - - (21) - - 8.227Buildings 59.860 - 269 (206) - - 59.922Machinery and Equipment 360.227 668 9.483 791 (28.963) (29) 342.177Motor Vehicles 2.864 7 - - - (168) 2.703Furniture and Fixtures 5.696 172 187 2 - (25) 5.900Construction in progress 7.509 12.600 (10.327) - - - 5.832

457.804 13.447 (142) 566 (28.963) (344) 442.122

Accumulated depreciation:Land improvements 2.952 473 - (9) - - 3.416Buildings 19.632 3.033 - (79) - - 22.586Machinery and equipment 190.991 16.357 - 743 - (8) 208.083Motor vehicles 2.595 147 - - - (148) 2.594Furniture and fixtures 3.946 423 - - - (31) 4.340

220.116 10.178 - 657 - (187) 241.019

Net book value 237.688 201.103

(*) Some machinery, equipment and fixtures previously classified as available for sale fixed assets with the net book value of TRY46 were started to be used during the period so these were reclassified as property, plant and equipment. Besides, some of the buildings in Adana Facility with the net book value of TRY139 were leased to third parties so these were classified as investment properties in the financial statements.

(**) As disclosed in the significant accounting policies, where the carrying amount of an asset is higher than its recoverable amount, it is written down immediately to its recoverable amount. The Company management has made an assessment as to whether there is an impairment of property, plant and equipment at period end. As a result of the assessment made, the Company calculated the recoverable amount of its property, plant and equipment at period end as at 31 December 2007 by reference to value in use.

Value in use is determined by reference to the estimated discounted future cash flows method. The discount rate used in the estimate of future cash flows is 8,58 %. Consequently, value in use of property, plant and equipment of which the net book values amount to TRY50.431 was calculated as TRY21.468 and accordingly an impairment loss of TRY28.963 has been accounted for as the excess of net book value over value in use of the mentioned property, plant and equipment. The impairment loss is accounted for as part of the other operating expenses in the statement of income.

Total depreciation and amortization charges for the 12 month period ended at 31 December 2008 and 2007 and the related income statement accounts are as follows: 31 December 2008 31 December 2007

Cost of production 16.772 19.427General administrative expenses 1.109 1.885Research expenses 888 -Selling, marketing and distribution expenses 473 607 19.242 21.919

352008 ANNUAL REPORT

NOTE 11 - INTANGIBLE ASSETS

The movement schedules of intangible assets and related accumulated depreciation for the twelve month periods ended 31 December 2008 and 2007 are as follows: Transfers from 1 January construction 31 December 2008 in progress Transfers 2008CostRights 5.995 94 - 6.089Development cost - 3.243 219 3.462

5.995 3.337 219 9.551Accumulated amortisation:Rights 4.100 903 - 5.003

Net book value 1.895 4.548

Transfers from 1 January construction 31 December 2007 in progress Transfers 2007CostRights 4.124 1.483 388 5.995

Accumulated amortisation:Rights 3.279 821 - 4.100

Net book value 845 1.895

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

31 December 2008 31 December 2007

Tax payable and penalties (*) 8.255 -Provision for restructuring expenses 2.809 891Provision for unused vacation (Note 14) 1.086 2.071Provision for export expenses 978 830Provision for personnel expenses 84 87Provision for impairment of inventory 4 -Other provisions - 245

13.216 4.124

(*) Tax, tax penalty and interest were paid on 18 February 2009 (Note 27).

The movement schedules of provision for restructuring expenses for the periods ended 31 December 2008 and 2007 are as follows:

31 December 2008 31 December 2007

Balance at 1 January 891 1.024

Increase during the period 2.114 431Decrease during the period (196) (564)

Balance at 31 December 2.809 891

36 2008 ANNUAL REPORT

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

The provision for restructuring expenses is mostly related to lawsuits filed against the Company by the workers and other expenses. The lawsuits has not been finalized until report date, the subject is in progress of discussion at labour court.

The movement schedules of provision for provision for employment termination benefit expenses for the periods ended 31 December 2008 and 2007 are as follows: 31 December 2008 31 December 2007

Balance at 1 January 2.071 2.143

Increase during the period 69 252Decrease during the period (1.054) (324)

Balance at 31 December 1.086 2.071

Contingent LiabilitiesAs a result of tax investigation conducted in 2007 which covers previous periods TRY32.417 tax and TRY44.823 penalty was imposed by judgment to the Company in July 2007 related to loans used through Advansa B.V. which is the parent company. In September 2007 the Company management has litigated in the tax court in objection to this penalty. In January 2008 some of the trials were held and based on decisions of the court additional information and documents are asked from the Company. The company does not expect that any liability will arise as a result of the lawsuits relating to above mentioned tax assessments due to the following reasons; the statute of limitation is not considered in some of the cases and this is against to tax legislation, the legal structure of the parent company Advansa BV is not ascertained by the authority, and in some similar suits there are conclusions which are contrary to the assessment of tax authorities. Considering the above facts the Company has not provided any provision for the court case in its financial statements.

Contingent AssetsThe Company applied to TÜBITAK based on the research and development activities undertaken during the first half of the year 2008 and expects to receive government grants in the amount of TRY293 within the year 2009. For the research and development activities made during the second half of 2008 the Company will make another application to TÜBITAK until the end of March 2009.

NOTE 13 - COMMITMENTS

Commitments and contingencies, which are not included in the liabilities at 31 December 2008 and 2007, are as follows: 31 December 2008 31 December 2007

Commitments based on export incentive certificates 421.024 356.793

As of 31 December 2008, the Company has export commitments amounting TRY 81.953 (31 December 2007: TRY 43.225). The amounts mentioned above (31 December 2008: TRY 421.024, 31 December 2007: TRY 356.793) include commitments based on export incentive certificates which are presently fulfilled but the closing transactions are totally TRY 339.071 (31 December 2007: TRY 313.568) are not concluded yet.

31 December 2008 31 December 2007

Letters of guarantees given 58.444 42.884

Mortgages and guarantees taken at 31 December 2008 and 2007 are as follows:

31 December 2008 31 December 2007

Notes of guarantees taken 10.532 21.649Letters of guarantees taken 7.070 8.303Mortgages taken 5.269 14.288

372008 ANNUAL REPORT

NOTE 14 - EMPLOYEE BENEFITS

Provision for employment termination benefitsThere are no agreements for pension commitments other than the legal requirement as explained below. Under Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause excluding 25/2 article of labor law, is called up for military service or dies. As of 8 September 1999 related labor law was changed and retirement requirements made gradual. The amount payable consist of one gross wage for each year of service limited to maximum termination indemnity for non-union employees and 47 days gross wage for each year of service limited to maximum termination indemnity for union employees. Same payment is done for days remaining from 1 year.

The liability is not funded, as there is no funding requirement.

The reserve has been calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees.

The Communiqué requires actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly following actuarial assumptions were used in the calculation of the total liability;

31 December 2008 31 December 2007

Discount rate (%) 6,26 5,71Retention rate to estimate the probability of retirement (%) 98 98

The principal assumption is that maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. The maximum amount of TRY 2,22 (1 January 2008: TRY 2,09), which is effective from 1 January 2008, has been taken into consideration in calculating the provision for employment termination benefits of the Company.

Movements in the reserve for employment termination benefits are as follows:

31 December 2008 31 December 2007

Balances at 1 January 14.217 13.143

Charge for the year 3.248 3.054Payments during the year (5.379) (1.980)

31 December 12.086 14.217

Provision for unused vacation liability

Company provides annual pay vacation to each employee who has completed one year of service. As at balance sheet date, provision for unused vacation liability is classified under “Provisions, Contingent Assets and Liabilities” (Note12).

NOTE 15 - OTHER ASSETS AND LIABILITIES

Other current assets: 31 December 2008 31 December 2007

Prepaid expenses 533 10

Other non-current assets:

Spare parts 8.478 7.470Prepaid expenses 678 93

9.156 7.563

38 2008 ANNUAL REPORT

NOTE 16 - EQUITY

Advansa Sasa Polyester Sanayi A.Ş fully paid and issued capital each YKR 1 nomianl value of 21.630.000.000 shares (31 December 2007: 21.630.000.000). The shareholders and shareholding structure of the Company at 31 December 2008 and 31 December 2007 are as follows: 31 December 2008 31 December 2007

TRY Share % TRY Share %Advansa B.V. 110.313 51,00 110.313 51,00Other 105.987 49,00 105.987 49,00

216.300 100,00 216.300 100,00

Inflation adjustment to share capital (*) 196.213 196.213

412.513 412.513

(*) Adjustment to share capital represents the restatement effect of cash contributions to share capital at year-end equivalent purchasing

power after netting of prior period losses.

Shareholders’ equity items of company as at 31 December 2008 and 2007 prepared In accordance with the Communiqué No: XI-29 are as follows: 31 December 2008 31 December 2007 Share capital 216.300 216.300Inflation adjustment to share capital 196.213 196.213Restricted reserves 5.356 5.356

Accumulated loss (130.169) (86.249)Net loss for the period (50.698) (43.920)

Shareholders’ equity 237.002 287.700

The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (“TCC”). The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum until the total reserve reaches 20% of the Company’s paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share capital. Under the TCC, the legal reserves can only be used to offset loss and are not available for any other usage unless the loss exceeds 50% of paid-in share capital.

In accordance with the decision of Capital Markets Board on 8 January 2008 no 4/138 the minimum dividend distribution ratio for the publicly listed joint stock companies shall be applied as 20% (31 December 2007: 20%). Accordingly, it has been made possible that based on the decisions taken in general assemblies of the companies the distribution can be made in cash, non-cash by issuance of free shares with respect to the transfer of profits to the capital or a combination of both as partially in cash and non-cash. For the cases when the initial dividend determined is less than 5% of issued/paid in capital, it is allowed to retain the dividends within the companies. However, for those companies which are going to distribute dividends over the profits generated from 2007 operations and which increased their share capitals without distributing dividends in the previous year and thus have a distinguish of shares as “new” and “old” shares, it is enforced to make the distribution of initial dividends in cash.

In accordance with the Communiqué No: XI-29 and related announcements of CMB, effective from 1 January 2008, “Share capital”, “Restricted Reserves” and “Share Premiums” shall be carried at their statutory amounts. The valuation differences as part of IAS/IFRS shall be disclosed as follows:

- if the difference is arising due to the inflation adjustment of “Paid-in Capital” and not yet been transferred to capital should be classified under the “Inflation Adjustment to Share Capital”;

- if the difference is due to the inflation adjustment of “Restricted Reserves” and “Share Premium” and the amount has not been utilised in dividend distribution or capital increase yet, it shall be classified under “Retained Earnings”.

392008 ANNUAL REPORT

NOTE 17 - SALES AND COST OF SALES

Sales revenues 2008 2007

Domestic sales 203.511 266.542Foreign sales 154.573 187.095Other sales 44 838Sales returns (1.445) (832)Sales discounts (1.413) (497)Other discounts (879) (1.957)

Sales revenues (net) 354.391 451.189

Cost of Sales 2008 2007

Direct raw material and supplies expenses 232.737 293.683Energy expenses 53.286 57.559Labour expenses 33.253 41.973Amortization 11.964 16.375Other variable expenses 8.147 16.329Spare parts and maintenance expenses 4.268 5.511Insurance expenses 484 1.038Other fixed expenses 188 161Usage of semi-finished good (1.446) 1.539

Production cost for the period 342.881 434.168

Idle time type amortisation 4.808 3.052Other idle time expenses 9.847 4.592Provision for impairment of inventory 4.683 265Cost of goods sold 2.986 4.415Cost of waste goods sold 2.700 5.915Stock count differences (208) 1.232Correction of realized sales 1.211 23Usage of finished good and semi-finished good (4.911) (23.534)

Cost of goods sold during the period 363.997 430.128

NOTE 18 - OPERATING EXPENSES

Research and Development Expenses 2008 2007

Amortization 888 -Labour and personnel expenses 255 -Maintenance expenses 122 -Raw material and supplies expenses 70 -Other 54 -

Total 1.389 -

40 2008 ANNUAL REPORT

NOTE 18 - OPERATING EXPENSES (Continued)

Selling, Marketing and Distribution Expenses 2008 2007

Export expenses 11.249 17.762Rent expenses 1.742 1.517Personnel expenses 1.187 1.657Taxes and duties 1.053 789Amortization 473 607Energy expenses 363 342Other 1.219 1.364

Total 17.286 24.038

General Administrative Expenses 2008 2007

Personnel expenses 6.542 6.666Seniority notice indemnity 1.479 667Amortization 1.109 1.885Consultancy expenses 1.049 1.420Auxiliary service expenses 455 587Insurance expenses 424 437Maintaince expenses 296 284Energy expenses 266 261Royalty expenses - 4.184Other 1.380 1.392

Total 13.000 17.783

NOTE 19 - OTHER OPERATING INCOME/EXPENSES

Other operating income: 2008 2007

Fixed assets and asset held for sale sales income 15.159 186Purchase discount 5.477 4Miscellaneous sales income 2.951 7.882Provisions reversed 985 72Grants for research and development projects 921 26Rent income 905 907Agency and commission income 263 312Paid provisions income 238 2.435Insurance compensation 112 52Investment sales income - 1.550Other 1.081 1.031

Other operating income 28.092 14.457

412008 ANNUAL REPORT

NOTE 19 - OTHER OPERATING INCOME/EXPENSES (Continued)

Other operating expenses: 2008 2007

Taxes and penalties paid 8.414 636Provision for restructuring expenses 2.114 431Cost of miscellaneous sales 1.830 1.402Difference of collective contract 474 -Doubtful receivable provision expenses 85 2.701Provision for impairment of fixed asset - 28.963Other 963 694

Other operating expenses 13.880 34.827

NOTE 20 - FINANCIAL INCOME 2008 2007

Foreign exchange income 50.426 33.752Interest income 292 561Credit finance income 148 307

Financial income 50.866 34.620

NOTE 21 - FINANCIAL EXPENSES

2008 2007

Foreign exchange losses 65.936 30.726Interest expenses 8.521 7.035Credit finance expense 380 714

Financial expenses 74.837 38.475

NOTE 22 - TANGIBLE ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets held for sale:

The movement schedules of assets held for sale and related accumulated depreciation for the twelve month periods ended at 31 December 2008 and 2007 are as follows:

1 January Other 31 December 2008 Additions transfers Disposals 2008

Cost 20.274 11.812 (32.086) -Accumulated depreciation (20.175) (3.205) 23.380 -

99 8.607 (8.706) -

On 29 July 2008, the Company sold its asset held for sale located in Istanbul Kurtköy with a carrying amount of TRY8.706 as at 31 December 2007 and as a result generated a profit of TRY15.294. The subject sales profit of asset held for sale has been accounted under other operational income in the statement of income.

42 2008 ANNUAL REPORT

NOTE 23 - TAX ASSETS AND LIABILITIES

Deferred income taxesThe Company recognizes deferred income tax assets and liabilities based upon temporary differences arising between their financial statements as reported under CMB Accounting Standards and their statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for CMB Accounting Standards and tax purposes.Since the Company preferred to utilize the investment incentive balance, calculated in accordance with the laws valid on 31 December 2005, for the income generated in the years 2006, 2007 and 2008, the tax rate used for the calculation of deferred income tax assets and liabilities calculated based on temporary differences expected to be realised or settled based on the taxable income in coming years under the liability method is 30% (31 December 2007: 30%). When the Company’s carry forward tax losses and unused investment incentives are taken into consideration, it can be concluded that the Company is subject to only a 19,8% tax rate. For this reason deferred income tax calculations have been performed over 19,8%.The composition of cumulative temporary differences and the related deferred income tax assets and liabilities in respect of items for which deferred income tax has been provided at 31 December 2008 and 2007 using the enacted tax rates are as follows: Cumulative Deferred income temporary differences tax assets/ (liabilities) 31 December 31 December 31 December 31 December 2008 2007 2008 2007Net difference between the tax base and the carrying value of property, plant and equipment and intangibles 30.100 28.064 (6.020) (5.557)Provision for employment termination benefits 12.086 14.217 2.414 2.816Adjustment for insurance compensation income 9.880 13.789 (1.975) (2.730)Net difference between the tax base and carrying value of inventories 14.028 10.665 2.806 2.112Net difference between the tax base and the carrying value of other non-current assets - 2.302 217 456Provision for unused vacation 1.086 2.071 - 410Restructuring provision 2.809 890 562 176Provision for export expenses 978 830 196 164Provision for doubtful receivables 762 648 152 128Adjustment for unearned credit finance expense 85 82 (17) (16)Adjustment for unearned credit finance income 69 57 14 11Net difference between the tax base and the carrying value of assets held for sale - 48 - (10)Other provisions - 238 - 47

Deferred income tax assets 6.361 6.320Deferred income tax liabilities (8.012) (8.313)

Deferred income tax liabilities, net (1.651) (1.993)

Deferred income tax assets: 31 December 2008 31 December 2007

Deferred income tax asset to be recovered after more than 12 months 2.631 3.681Deferred income tax asset to be recovered within 12 months 3.730 2.639

6.361 6.320

432008 ANNUAL REPORT

NOTE 23 - TAX ASSETS AND LIABILITIES (Continued)

Deferred tax liabilities: 31 December 2008 31 December 2007

Deferred income tax liability to be settled after more than 12 months 7.221 7.513Deferred income tax liability to be settled within 12 months 791 800

8.012 8.313

Movements in deferred income taxes can be analysed as follows

31 December 2008 31 December 2007

Balance at 1 January (1.993) (3.058)

Charge to income statement 342 1.065

(1.651) (1.993)

Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefits through future taxable profits is probable. The Company did not recognise deferred income tax assets of TRY 145.421 (31 December 2007: TRY 102.348) in respect of losses, which are summarised as follows:

2010 60.7832012 41.5652013 43.073

145.421

The Company offset TRY 67.288 of taxable income as of 31 December 2006 against carry forward tax losses of TRY 128.071. The remaining carry forward tax loss of TRY 60.783 after this offsetting is originated from the year 2005 and can be used against probable future taxable income until 2010.

Corporate Income Tax Law has been changed with the law numbered 5520 which was published at 13 June 2006. Most of the rules of the new Corporate Income Tax Law are applicable from 1 January 2006. According to this, corporate tax rate applicable for the year 2008 is 20% (2007: 20%). Corporate tax rate is applied to the taxable profit which is calculated by adding non-taxable expenses and deducting some exemptions taken place in tax laws (exemptions for participation revenues, exemptions for investment incentives) and discounts (R&D discount) from accounting profit of the Company. No additional taxes are paid unless profit is distributed (except 19.8% withholding tax paid over used investment incentives).

In accordance with Tax Law No: 5024 “Law Related to Changes in Tax Procedure Law, Income Tax Law and Corporate Tax Law” that was published on the Official Gazette on 30 December 2003 to amend the tax base for non-monetary assets and liabilities, effective from 1 January 2004, the income and corporate taxpayers will prepare the statutory financial statements by adjusting the non-monetary assets and liabilities for the changes in the general purchasing power of the Turkish Lira. In accordance with the aforementioned law provisions, in order to apply inflation adjustment, cumulative inflation rate (SIS-WPI) over last 36 months and 12 months must exceed 100% and 10%, respectively. Inflation adjustment has not been applied as these conditions were not fulfilled in the year 2005.

Dividends paid to non-resident corporations, which have a place of business in Turkey, or resident corporations are not subject to withholding tax. Otherwise, dividends paid are subject to withholding tax at the rate of 15%. An increase in capital via issuing bonus shares is not considered as a profit distribution and thus does not incur withholding tax.

Corporations are required to pay advance corporation tax quarterly at the rate of 20% on their corporate income. Advance tax is payable by the 17th (including the tax statements of March 2007 that Income Tax Law numbered A 75% portion of the gains derived from the sale of preferential rights, usufruct shares and founding shares from investment equity and real property which has remained in assets for more than

44 2008 ANNUAL REPORT

NOTE 23 - TAX ASSETS AND LIABILITIES (Continued)

two full years are exempt from corporate tax. To be entitled to the exemption, the relevant gain is required to be held in a fund account in the liabilities and it must not be withdrawn from the entity for a period of 5 years. The sales consideration has to be collected up until the end of the second calendar year following the year the sale was realized.

The exemption for investment incentive allowance that has been applied for several years and latest calculated as 40% of corporate tax payers’ capital expenditures exceeding a certain amount, has been abolished with Corporate Income Tax Law No.5479 dated 30 March 2006. On the other hand, according to the law and the temporary clause number 69 added to Income Tax Law, with the investment discount exception amounts as of 31 December 2005 that exists;

(a) investment started after 1 January 2006, within the scope of investment incentive share certificates granted prior to 24 April 2003 in accordance with the appendices 1,2,3,4,5, and 6 of Income Tax Law numbered 193 prior to the change with the law numbered 4842 dated 9 April 2003,

(b) investment allowances being granted before 1 January 2006, which presents an economic and technical integrity with the investments, in accordance with the Income Tax Law numbered 193 abolished article No.19 of Corporate Income Tax Law numbered 193,

can be utilised for the income generated in the years 2006, 2007 and 2008 in accordance with the articles valid on 31 December 2005 (including the corporate tax rate in accordance with Corporation Tax Law numbered 5422 and the related articles of Income Tax Law). In such a case, corporate tax rate and withholding tax rate for used investment allowances will be 30% and 19.8%, respectively.

Investment allowance amount that cannot be deducted from 2008 income will not be subject to deduction from 2009 and subsequent year incomes and allowance applications will not be made for investments after 31 December 2008.

Under the Turkish taxation system, tax losses can be carried forward to offset against future taxable income for up to 5 years. Tax losses cannot be carried back to offset profits from previous periods. The aggregate amount of the Company’s carry forward tax losses at 31 December 2008 is TRY 145.421 (31 December 2007: TRY 102.348).

In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within the (including the tax statements of March 2007 that Income Tax Law numbered 5615 is effective from 4 April 2007 and the law about the change in some laws) of the fourth month of 25th day following the close of the financial year to which they relate. Tax returns are open for 5 years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings.

Total taxes payable for the periods ended 31 December 2008 and 2007 have been reconciled to the current period tax charge as follows: 2008 2007

Current period tax charge - -Deferred taxation (342) (1.065)

Total tax benefit (342) (1.065)

NOTE 24 - EARNINGS PER SHARE 2008 2007Net loss attributable to shareholders (50.698) (43.920)Weighted average number of ordinary shares 21.630.000.000 21.630.000.000Earnings per share in full TRY thousands of ordinary shares (2,34) (2,03)

452008 ANNUAL REPORT

NOTE 25 - RELATED PARTY DISCLOSURES

a)Due from related parties: 2008 2007

1)SHAREHOLDERS 29 1.115- Advansa B.V. 29 1.115

2)INVESTMENTS - 10- Bimsa - 10

3)GROUP COMPANIES 3.872 7.304- Advansa Marketing Company 2.331 -- Advansa GmbH. 831 6.691- Kordsa Global Endüstriyel İplik ve - Kord Bezi San. Tic. A.Ş. (“Kordsa”) 499 6- Yünsa Yünlü Sanayi ve Ticaret A.Ş. (“Yünsa”) 183 76- Aksigorta A.Ş. (“Aksigorta”) 13 32- Enerjisa Enerji Üretim A.Ş. (“Enerjisa”) 10 -- Temsa Sanayi ve Ticaret A.Ş. (“Temsa”) 5 16- Bossa Ticaret ve Sanayi İşletmeleri T.A.Ş. (“Bossa”) (*) - 48- Exsa Export San.Mam. Satış ve Araştırma A.Ş. (“Exsa”) - 400- Ak Finansal Kiralama A.Ş. - 35

3.901 8.429

(*) As of 22 October 2008, Bossa has been acquired by Akardan A.Ş and removed from related party list.

b)Due to related parties: 2008 2007

1)SHAREHOLDERS 3.243 716- Advansa B.V. 3.243 716

2)INVESTMENTS 14 29- Bimsa 14 29

3)GROUP COMPANIES 22.598 5.210- Advansa Marketing Company 11.201 -- Kordsa Global 7.228 -- Advansa GmbH 2.324 1.586- Enerjisa 1.486 3.089- Aksigorta A.Ş. 321 58- Sabancı Holding 22 7- Tursa Sabancı Turizm ve Yatırım İşletmeleri A.Ş. (“Tursa”) 10 8- Ak Finansal Kiralama A.Ş. 3 31- Exsa 3 -- Olmuksa - 137- Advansa Iberica SL. - 288- Exsa Americas Inc. - 3- Sabancı Telekomünikasyon Hizm. A.Ş. (“Sabancı Telekom”) (*) - 2- Exsa (UK) Ltd. - 1

25.855 5.955

(*) As of March 2008 Sabancı Telekom has been acquired by a third party, and removed from related party list.

46 2008 ANNUAL REPORT

NOTE 25 - RELATED PARTY DISCLOSURES (Continued)

c)Bank deposits 2008 2007

Akbank 4.655 725

d)Funds borrowed 2008 2007

Akbank (Note 5) 99.593 107.546

e)Lease payables

Ak Finansal Kiralama A.Ş. 2008 2007

Short term lease payables 880 262Long term lease payables 2.752 985

3.632 1.247

f)Sales to related parties: 2008

Goods Services

1)SHAREHOLDERS - 266- Advansa B.V. - 266

2)GROUP COMPANIES 112.785 1.871- Advansa Marketing Company 88.294 1.192- Advansa GmbH 19.161 60- Bossa 3.420 39- Yünsa 988 -- Kordsa 407 82- Exsa Americas Inc. 279 -- Exsa 236 -- Aksigorta - 263- Temsa - 124- Enerjisa - 98- Çimsa - 6- Olmuksa - 4- Akçansa - 2- Teknosa - 1

112.785 2.476

472008 ANNUAL REPORT

NOTE 25 - RELATED PARTY DISCLOSURES (Continued) 2007 Goods Services

1)SHAREHOLDERS - 6.381- Advansa B.V. - 6.381

2)GROUP COMPANIES 108.570 1.393- Advansa GmbH 91.859 478- Kordsa Brasil S.A. 5.418 -- Bossa 6.166 27- Exsa 3.282 9- Yünsa 985 51- Exsa Americas Inc. 853 -- Genex Brands Ltd. 7 -- Aksigorta - 312- Enerjisa - 123- Temsa - 130- Olmuksa - 48- Gıdasa (*) - 47- Kordsa - 56- Teknosa - 19- Çimsa - 25- Akçansa - 24- Pilsa Plastik Sanayi A.Ş. (“Pilsa”) (**) - 22- Toyotasa - 20- Exsa (UK) Ltd. - 2

108.570 7.774

(*) As of 3 March 2008 Gıdasa has been acquired by third party, and removed from related party list.

(**) As of 10 January 2008 Pilsa has been acquired by third party, and removed from related party list.

g)Purchases from related parties: 2008 Goods Services Fixed Assets Rent1)SHAREHOLDERS - 716 3.243 -- Advansa BV. - 716 3.243 -

2)INVESTMENTS - 323 141 -- Bimsa - 323 141 -

3)GROUP COMPANIES 1.230 55.695 2.456 100- Olmuksa 776 - - -- Enerjisa - 48.709 - -- Advansa GmbH 429 425 - -- Carrefoursa 25 - - -- Aksigorta - 3.446 - -- Advansa Marketing Company - 2.548 - -- Avivasa - 303 - -- Tursa - 106 - -- Hacı Ömer Sabancı Holding A.Ş. - 103 - 85- Çimsa - 40 - -- Sabancı Telekom - 10 - -- Sabancı Üniversitesi - 4 98 -- Bossa - 1 - -- Temsa - - - 15- Ak Finansal Kiralama A.Ş. - - 2.358 -

1.230 56.734 5.840 100

48 2008 ANNUAL REPORT

NOTE 25 - RELATED PARTY DISCLOSURES (Continued)

2007

Goods Services Fixed Assets Rent

1)SHAREHOLDERS - 3.762 - -- Advansa BV. - 3.762 - -

2)INVESTMENTS - 323 238 1- Bimsa - 323 238 1

3)GROUP COMPANIES 4.151 60.681 1.668 196- Olmuksa 3.055 - - -- Advansa GmbH 1.067 3.174 31 -- Enerjisa - 51.259 - -- Aksigorta - 4.278 - -- Advansa Iberica SL. - 1.431 - -- Avivasa Hayat ve Emeklilik - 290 - -- Sabancı Telekom - 63 5 -- Carrefoursa 29 - - -- Sabancı Holding - 50 - 96- Tursa - 47 - -- Sabancı Üniversitesi - 36 315 -- Exsa Americas Inc. - 25 - -- Bossa - 8 - -- Çimsa - 5 - -- Temsa - 15 - -- Exsa (UK) Ltd. - - 1 -- Ak Finansal Kiralama A.Ş. - - 1.316 -

4.151 64.766 1.906 97

h)Financial income: 2008 2007

Akbank 88 47

i)Financial expenses: 2008 2007

Akbank 6.084 5.542

j)Commission income: 2008 2007

Aksigorta (Note 19) 263 312

k)As of 31 December 2008 and 2007 remuneration of directors and key management personnel amounts are as follows: 2008 2007

Short term employee benefits 2.091 1.724Redundancy benefits 2 9

TOTAL 2.093 1.733

492008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT

Financial Risk Management

Financial risk factorsThe Company’s activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company.

The Company’s risk management is implemented by the Company’s Treasury Department according to approved policies by Board of Directors. Treasury Department detects and evaluates financial risks and relieve of a risk through close relations with other departments of the Company.

Market risk

Foreign exchange riskThe Company is subject to foreign exchange risk due to foreign currency denominated liabilities and assets’ translation to Turkish Lira. Foreign exchange risk is traced and minimized through the analysis of foreign currency position.

Assets and liabilities denominated in foreign currencies at 31 December 2008 and 2007 are as follows:

31 December 2008

TRY USD EURO GBP

Trade receivables 47.038 27.879.407 2.276.976 560Monetary financial assets 9.968 5.567.146 715.775 7.644Other 275 140.164 15.891 13.088Current Assets 57.281 33.586.717 3.008.642 21.292Total assets 57.281 33.586.717 3.008.642 21.292Trade payables (32.548) (393.868) (14.851.036) (1.910)Financial liabilities (99.593) (62.000.000) (2.500.000) -Other (1.023) (40.383) (424.502) (22.191)Short term liabilities (133.164) (62.434.251) (17.775.538) (24.101)Total liabilities (133.164) (62.434.251) (17.775.538) (24.101)

Net foreign currency position (75.883) (28.847.534) (14.766.896) (2.809)

Export 152.034 4.781.933 77.464.279 69.390Import 149.791 15.732.927 70.188.888 14.691

31 December 2007

TRY USD EURO GBPTrade receivables 75.005 30.619.304 22.978.541 19.152Monetary financial assets 17.331 14.395.541 295.350 25.739Other 134 16.727 49.876 13.088Current Assets 92.470 45.031.572 23.323.767 57.979Total assets 92.470 45.031.572 23.323.767 57.979Trade payables (14.861) (5.616.796) (7.075.356) (24.991)Financial liabilities (107.546) (58.858.390) (22.500.000) -Other (1.491) (348.478) (573.771) (41.338)

Short term liabilities (123.898) (64.823.664) (30.149.127) (66.329)Total liabilities (123.898) (64.823.664) (30.149.127) (66.329)

Net foreign currency position (31.428) (19.792.092) (6.825.360) (8.350)

Export 187.391 14.655.602 92.333.390 1.384.221Import 250.584 44.989.840 107.805.713 83.230

50 2008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT (Continued)

Foreign Currency Sensitivity Analysis: Profit / Loss Appreciation of Depreciation of31 December 2008: Foreign Currency Foreign Currency

10% change in USD/TRY Parity:USD Dollar net asset/(liability) (4.373) 4.373USD Dollar net hedged amount - -USD Dollar net gain/(loss) (4.373) 4.373

10% change in EURO/TRY Parity:

EURO net asset/(liability) (3.169) 3.169EURO net hedged amount - -EURO net gain/(loss) (3.169) 3.169

10% change in GBP/TRY Parity:

GBP net asset/(liability) (1) 1GBP net hedged amount - -GBP net gain/(loss) (1) 1

Total (7.543) 7.543

Profit/Loss Appreciation of Depreciation of31 December 2007: Foreign Currency Foreign Currency

10% change in USD/TRY Parity:USD Dollar net asset/(liability) (2.311) 2.311USD Dollar net hedged amount - -USD Dollar net gain/(loss) (2.311) 2.311

10% change in EURO/TRY Parity:

EURO net asset/(liability) (1.170) 1.170Other FX net hedged amount - -Other FX net gain/(loss) (1.170) 1.170

10% change in GBP/TRY Parity:

GBP net asset/(liability) (2) 2GBP net hedged amount - -GBP net gain/(loss) (2) 2

Total (3.483) 3.483

At 31 December 2008, had the TRY weakened/strengthened by 10% against the US Dollar ceteris paribus, net loss for the period would have been higher/lower by TRY 4.373 (31 December 2007: TRY 2.311), mainly as a result of foreign exchange losses/gains arising from the translation of US Dollar assets and liabilities.

At 31 December 2008, had the TRY weakened/strengthened by 10% against the Euro ceteris paribus, net loss for the period would have been higher/lower by TRY 3.169 (31 December 2007: TRY 1.170), mainly as a result of foreign exchange losses/gains arising from the translation of Euro assets and liabilities.

512008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT (Continued)

At 31 December 2008, had the TRY weakened/strengthened by 10% against the GBP ceteris paribus, net loss for the period would have been higher/lower by TRY 1 (31 December 2007: TRY 2), mainly as a result of foreign exchange losses/gains arising from the translation of GBP assets and liabilities.

Interest rate risk

The Company is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. The company manages its not used cash on hand by time deposits. Income, other than not used cash on hand, and cash flows from operations are considerably free from market interest rate changes. The interest risk of the company arises from fixed rate short term borrowings. To keep this exposure at a minimum level, the Company tries to borrow at the most suitable rates.

Interest Rate Financial Instruments

31 December 2008 31 December 2007

Fixed interest rate financial instruments financial liabilities 16.252 1.247

Variable interest rate financial instruments financial liabilities 99.593 107.546

At 31 December 2008, if interest rates on US Dollar denominated borrowings had been 10% higher/lower ceteris paribus, net loss for the period would have been TRY 607 (31 December 2007: TRY 412) higher/lower, mainly as a result of higher/lower interest expense on floating rate borrowings.

At 31 December 2008, if interest rates on Euro denominated borrowings had been 10% higher/lower ceteris paribus, net income for the period would have been TRY 43 (31 December 2007: TRY 214) higher/lower, mainly as a result of higher/lower interest expense on floating rate borrowings.

At 31 December 2008, if interest rates on TRY denominated borrowings had been 10% higher/lower ceteris paribus, net loss for the period would have been TRY 213 (31 December 2007: TRY 0) higher/lower, mainly as a result of higher/lower interest expense on floating rate borrowings.

Credit risk

Credit risk consists of cash and cash equivalents, deposits at banks, customers subject to credit risk due to uncollected receivables.

Receivables

The Company implements Credit Control procedure approved by the Board of Directors in order to manage credit risk due to receivables from customers. According to the procedure, the Company determine a risk limit for every single customer (except related parties) by taking into consideration receivable insurance, bank guarantee, mortgage and other guarantees and sales are conducted without exceeding customer risk limits. In circumstances where these guarantees do not exist or it is required to exceed the guarantees, sales are conducted through determined internal limits which are specified in the procedure. As of the balance sheet dates risk analysis of trade receivables is as follows;

52 2008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT (Continued)

Credit Risk Exposure according to Financial Instruments Types Receivables

Trade Receivable Other Receivable Time

31 December 2008 Related Party Other Related Party Other Deposit

Maximum credit risk exposure As of balance sheet date 3.901 42.211 - 9.118 5.298 - Guaranteed maximum riskBy commitment or etc. - 32.593 - 9.118 5.298Net book value of non-overdue or unimpaired financial assets 3.901 33.686 - 9.118 5.298Net book value of financial assets thatwould be overdue or impaired unless restructured - 3.495 - - -Net book value of overdue assetsThat not impaired - 3.269 - - - - The part that is guaranteed by Commitment or etc. - 2.516 - - -Net book value of impaired assets - 1.761 - - - - Overdue (gross book value) - 1.761 - - - - Impairment - (1.761) - - -

Receivables

Trade Receivable Other Receivable Time

31 December 2007 Related Party Other Related Party Other Deposit

Maximum credit risk exposure As of balance sheet date 8.429 58.940 - 12.317 1.818 - Guaranteed maximum riskBy commitment or etc. - 57.672 - 12.317 1.818Net book value of non-overdue or unimpaired financial assets 8.429 53.317 - 12.317 1.818Net book value of overdue assetsThat not impaired - 3.911 - - - - The part that is guaranteed by Commitment or etc. - 2.697 - - -Net book value of impaired assets - 1.712 - - - - Overdue (gross book value) - 1.712 - - - - Impairment - (1.712) - - -

As of 31 December 2008 and 2007 net book value of overdue assets that not impaired is as follows:

Trade Receivables 31 December 2008 31 December 2007

Overdue 1 - 30 days 1.360 2.664Overdue 1 - 3 months 1.093 586Overdue 3 - 12 months 816 661The part is guaranteed by commitment or etc. (*) 2.516 2.697

(*)Related guarantees consist of receivable insurance, bank guarantees, mortgage and costumer cheque.

532008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT (Continued)

Liquidity riskPrudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business the Company aims to maintain flexibility in funding by keeping committed credit lines available.

As of 31 December 2008;

Contractual maturities Financial Liabilities Other than Derivatives Total cash outflow Book Value based on contracts 3 months 3-12 months 1-5 year

Bank borrowings 12.620 13.680 10.415 3.265 -

Financial leasing liabilities 3.632 4.172 278 834 3.060

Trade Payables 11.849 11.849 11.849 - -

Expected maturities Financial Liabilities Other than Derivatives Total cash outflow Book Value due to contracts 3 months 3-12 months 1-5 year

Bank borrowings 99.593 104.045 8.356 95.689 -

Trade Payables 21.698 21.698 21.698 - -

Other liabilities 3.969 3.969 3.969 - -

As of 31 December 2007;

Contractual maturities Financial Liabilities Other than Derivatives Total cash outflow Book Value due to contracts 3 months 3-12 months 1-5 year

Financial leasingliabilities 1.247 1.440 85 255 1.100

Trade payables 17.982 17.982 17.982 - -

Expected maturities Financial Liabilities Other than Derivatives Total cash outflow Book Value due to contracts 3 months 3-12 months 1-5 year

Bank borrowings 107.546 108.684 108.684 - -

Trade Payables 9.132 9.132 9.132 - -

Other liabilities 3.936 3.936 3.936 - -

54 2008 ANNUAL REPORT

NOTE 26 - FINANCIAL RISK MANAGEMENT (Continued)

Funding riskThe ability to fund the existing and prospective debt requirements is managed by maintaining the availability of adequately committed funding lines from high quality lenders.

Capital risk management

The Company’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of the net debt/ (shareholders’ equity + net debt) ratio. Net debt is calculated as total borrowings (including borrowings, trade and other payables as shown in the balance sheet) less cash and cash equivalents and deferred tax liability.

As of 31 December 2008 and 2007 net debt/ (shareholders’ equity + net debt) ratio is as follows;

2008 2007

Total borrowings 180.314 160.177Cash and cash equivalents (18.297) (25.784)Deferred tax liabilities (1.651) (1.993)Net debt 160.366 132.400Shareholders’ equity 237.002 287.700Shareholders’ equity +net debt 397.368 420.100Net debt/ (Shareholders’ equity +net debt) ratio 40% 32%

NOTE 27 - SUBSEQUENT EVENTS

i) As a result of the tax investigation conducted during December 2003 related to the year 2002, a tax report was prepared regarding the absence of generation of VAT responsibility in relation to the inspection interest charges over the loan received through Advansa B.V., the parent company of the Company. Accordingly, the Company is charged with taxes and tax penalties.

In the final stage of the lawsuits in relation to the tax investigation, the Council of State dismissed the Company’s appeal. Accordingly, the related tax office notified the Company with the order of payment totaling TRY 7,083, which consists of principal tax amounting to TRY1,546, tax loss penalty amounting to TRY1,546 and default interest amounting to TRY 3,991 (calculated until 10 October 2007). The aforementioned amount has been paid on 18 February 2009 as a total amounting to TRY 8,255, including default interest accrued since 10 October 2007 and.

The Company has recognized the aforementioned amount as other receivables amounting to TRY1,546, liability provision amounting to TRY 8,255 and other operating expense amounting to TRY6,709 in these financial statements.

The Company will continue using its legal defense rights on this issue.

ii) In accordance with the Article 1 of the Law numbered 5083 concerning the “Currency of the Republic of Turkey” and according to the Decision of The Council of Ministers dated 4 April 2007 and No: 2007/11963, the prefix “New” used in the “New Turkish Lira” and the “New Kuruş” will be removed as of January 1, 2009. When the prior currency, New Turkish lira (“YTL”), values are converted into TL and Kr, one YTL (YTL1) and one YKr (YKr1) shall be equivalent to one TL (TL1) and one Kr (Kr1).

552008 ANNUAL REPORT

NOTE 27 - SUBSEQUENT EVENTS (Continued)

All references made to New Turkish Lira or Lira in laws, other legislation, administrative transactions, court decisions, legal transactions, negotiable instruments and other documents that produce legal effects as well as payment and exchange instruments shall be considered to have been made to TL at the conversion rate indicated above. Consequently, effective from 1 January 2009, the TL replaces the YTL as a unit of account in keeping and presenting of books, accounts and financial statements.

iii) Based on the research and development activities undertaken until 31 December 2008 and follow up of other market dynamics, the Company initiated the production and sale of chemical products. Beginning from the year 2009 the Company management foresees that the share of chemicals segment production and sales in to total operations will increase rapidly.

56 2008 ANNUAL REPORT

FINANCIAL RATIOS

Liquidity Rations 2008 2007

Current Ratio 1,12 1,56Acid Test Ratio 0,45 0,65Cash Ratio 0,11 0,18

Operational Ratios

Days Sales Outstanding Days Finished Products and 58 65Intermediate GoodsInventory Outstanding 59 54

Financial Structure Rations

Total Liabilities / Shareholders’ Equity 0,76 0,56Total Liabilities / Total Assets 0,43 0,36

Profitability Ratios

Return on Assets (0,12) (0,10)Return on Equity (0,21) (0,15)Gross Profit Margin (0,03) 0,05

Tarsus Yolu Üzeri 13. Km.P.K. 371 01322 ADANA / TURKEYTelephone :+90 (0322) 441 00 53Facsimile :+90 (0322) 441 01 14www.sasa.com.tr w

ww

.kem

alm

atba

asi.c

om.tr