November 2016

RATING REVISION

Corporate Governance Rating Report dated November, 2016

The Corporate Governance Rating (9.02) that has been assigned to ENKA İnşaat ve Sanayi A.Ş. on 20.11.2014 is hereby revised up to 9.18. Our rating methodology (page 5) is based on the Capital Markets Board’s (CMB) “Corporate Governance Principles”.

In consideration of ENKA İnşaat’s determination to apply corporate governance principles, its willingness to manage this process dynamically and continuously, and finally the improvements affected during the twelve months lapsed since the publication of the previous report, the corporate governance rating of the company is updated and confirmed as above.

Furthermore, ENKA İnşaat’s degree of compliance with the Corporate Governance Principles is rated within the top Group 1 countries as categorized by the World Corporate Governance Index (WCGI), which is issued by SAHA on 07.08.2015. The details of the World Corporate Governance Index (WCGI) can be reached at http://www.saharating.com.

November 2015

RATING REVISION

Corporate Governance Rating Report dated November, 2015

The Corporate Governance Rating (9.02) that has been assigned to ENKA İnşaat ve Sanayi A.Ş. on 20.11.2014 is hereby revised up to 9.16. Our rating methodology (page 5) is based on the Capital Markets Board’s (CMB) “Corporate Governance Principles”.

In consideration of ENKA İnşaat’s determination to apply corporate governance principles, its willingness to manage this process dynamically and continuously, and finally the improvements affected during the twelve months lapsed since the publication of the previous report, the corporate governance rating of the company is updated and confirmed as above.

Furthermore, ENKA İnşaat’s degree of compliance with the Corporate Governance Principles is rated within the top Group 1 countries as categorized by the World Corporate Governance Index (WCGI), which is issued by SAHA on 07.08.2015. The details of the World Corporate Governance Index (WCGI) can be reached at http://www.saharating.com.

November 2014

EXECUTIVE SUMMARY

This report on rating of ENKA İnşaat ve Sanayi A.Ş.’s (ENKA) compliance with Corporate Governance Principles is prepared upon conclusions following detailed analysis of the company. Our rating methodology (page 5) is based on the Capital Markets Board’s (CMB) “Corporate Governance Principles”.

ENKA is rated with 9.02 as a result of the Corporate Governance study done by SAHA. The company’s corporate governance rating is revised as above in consideration with the importance given by ENKA to corporate governance principles, its willingness to carry out the continuous and dynamic process and improvements which had been initiated in this direction.

Additionally, ENKA takes place in the World Corporate Governance Index (WCGI) published by SAHA on July 4, 2014. Details of the World Corporate Governance Index (WCGI) published by SAHA can be accessed at http://www.saharating.com.

Corporate Governance Rating Report dated November, 2014

March 2014

Revision of Corporate Governance Rating Report November, 2013

RATING REVISION

Corporate Governance Rating Report November 2013

The Corporate Governance Rating (9,16) that has been assigned to ENKA İnşaat ve Sanayi A.Ş. (ENKA) on 26.11.2012 is hereby revised up to 9.20. SAHA’s methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB’s Corporate Governance Principles (page 5). In this rating study, SAHA allocated new weights to the four main sections which is designated by Capital Markets Board in April 2013. The new methodology with the new Principles of Corporate Governance will be applied soon and all companies will be rated as per the new Principles and therefore the new methodology.

Furthermore, ENKA’s degree of compliance with the Corporate Governance Principles is rated within the top Group 1 countries as categorized by the World Corporate Governance Index (WCGI), which is updated by SAHA on 30.01.2013. The details of the World Corporate Governance Index (WCGI) can be reached at http://www.saharating.com.

In consideration of ENKA’s determination to apply corporate governance principles, its willingness to manage this process dynamically and continuously, and finally the improvements affected during the twelve months lapsed since the publication of the previous report, the corporate governance rating of the company is updated and confirmed as above.

Main reason that affected the above revision are:

•  The Capital Markets Board of Turkey has announced new “Principles” of Corporate Governance in which there is no mention of cumulative voting any more.
•  SAHA revised its methodology according to the new principles and ENKA’s rating is revised as above.

Corporate Governance Rating Report November 2012

EXECUTIVE SUMMARY

Enka İnşaat ve Sanayi A.Ş. (ENKA) is rated with 9.16 as a result of the Corporate Governance study done by SAHA. Details of this study are presented in the following chapters. Our rating methodology (page 5) is based on the Capital Markets Board’s (CMB) “Corporate Governance Principles” (the Principles). Ratings of main sections and sub-sections are disclosed separately.

We observe that ENKA took the necessary steps to determine its governance risks and made improvements in setting up sound internal controls and management systems. There is still room, on the other hand, for improvements in order to fully comply with the CMB’s Corporate Governance Principles.

In addition, according to World Corporate Governance Index (WCGI) which is revised at 26.06.2012 by SAHA, ENKA is in Group 1. Details about World Corporate Governance Index can be reached at http://www.saharating.com.

Under the Shareholders heading, ENKA scored 8.91. A shareholder relations department is established to ensure that shareholders’ rights to obtain and evaluate information are observed diligently. The processes of preparation for the general shareholders meeting, its conduct and publication of its results comply with the relevant legislation. However; shareholders do not have the right to request appointment of special auditors from the General Shareholders’ Meeting, there is no enlargement of the scope of minority rights (beyond the required 5%) in the Articles of Association of the firm. These are main areas under this heading that need improvement.

On the topic of Public Disclosure and Transparency, ENKA scored a well deserved 9.60. There is a well organized, informative, and comprehensive website that broadly includes information listed in the “Corporate Governance Principles” pertinent to public disclosure. Public announcements are made via all communications channels and are in accordance with the CMB and ISE’s (Istanbul Stock Exchange) rules and regulations. However, the fact that; the statement of responsibility and the declaration of the board of directors on whether the internal control system is working efficiently or not aren’t disclosed to public with the annual report stands out areas of further progress.

ENKA attained 8.94 under the Stakeholders caption. Relations with stakeholders are at a very high and satisfactory level and there is no evidence of any infringements of their rights. The human resources policy is fully comprehensive and duly applied. Requests and needs of clients for company products and services are met diligently. The nature of the company’s relationship with public authorities as well as non-governmental organizations is broad and pleasing. On the other hand; the fact that there is no clause about stakeholders’ participation in management and there is no trade-union in the firm stands out as areas of further progress.

From the perspective of the Principles regarding the Board of Directors, ENKA’s tally is 8.92. There is a well communicated company mission and vision statement. The board of directors consists of broadly experienced, competent, and suitably educated individuals. There are 2 independent members within the board. Nevertheless, the inexistence of a provision in the Articles of Association of the firm that defines procedures for shareholders or stakeholders to invite the board to convene is an area which needs further improvement.