KARSAN 3RD QUARTER 2023
INTERIM ANNUAL REPORTONE STEP AHEAD IN THE FUTURE OF MOBILITYKARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORTTABLE OF CONTENTS
I. GENERAL INFORMATION
1.1

CAPITAL AND SHAREHOLDING STRUCTURE

3. FINANCIAL SITUATION
2

1.2.1

BOARD OF DIRECTORS

2

1.2.2.

COMMITTEES OF THE BOARD OF DIRECTORS

3

1.2.3.

SENIOR MANAGERS

3

1.3.

PERSONNEL AND LABOUR MOVEMENTS

4

1.4 COMPANY’S DIRECT OR INDIRECT SUBSIDIARIES

4

1.5 COMPANY’S SHARE INFORMATION

5

2. COMPANY’S ACTIVITIES AND IMPORTANT DEVELOPMENTS RELATED TO THE
ACTIVITIES

5

2.1.

PRODUCTION UNITS

5

2.2.

PRODUCTS

52.3.

DEVELOPMENT IN PRODUCTION AND SALES

6

2.4.

CAPACITY UTILIZATION RATE

7

2.5.

INFORMATION ABOUT THE SECTOR IN WHICH BUSINESS OPERATES,LOCATION OF THE BUSINESS IN THE SECTOR

7

2.6.

RESEARCH AND DEVELOPMENT ACTIVITIES

8

2.7.

UTILIZATION OF INVESTMENTS AND INCENTIVES

8

2.8.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION DURING THE PERIOD

8

2.9.

CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT

9

2.10.

SUSTAINABILITY ACTIVITIES

9

9

3.1.

SUMMARY OF FINANCIAL STATEMENTS

9

3.2.

KEY INDICATORS AND RATIOS

10

3.3.

CAPITAL MARKET INSTRUMENTS ISSUED

10

3.4.

CREDIT RATING

10

4. ASSESSMENT OF BOARD OF DIRECTORS ON CORPORATE RISK MANAGEMENT,INTERNAL AUDIT AND INTERNAL CONTROL SYSTEM

11

5. EVENTS AFTER BALANCE SHEET DATE

11

6. OTHER MATTERS-INFORMATION TO SHAREHOLDERS

11

1

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORTKARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR 1 JANUARY - 30 SEPTEMBER 2023
PREPARED PURSUANT TO THE COMMUNIQUÉ ON PRINCIPLES REGARDING FINANCIALREPORTING IN THE CAPITAL MARKET (II-14.1)

I. GENERAL INFORMATIONThe Members of the Board of Directors as of 30.09.2023:

1..1 CAPITAL AND SHAREHOLDING STRUCTURE

Board of Directorsİnan Kıraç
Giancarlo Boschetti
Okan Baş
Nevzat Tüfekçioğlu
Ahmet Nezih Olcay
Müfit Ataseven
Mehmet Altan Sungar
Fatma Füsun Akkal Bozok
Muhsin Mengütürk

Authorized Stock: 1.500.000.000 TL
Issued Capital:

900.000.000 TL

TITLE OF THE PARTNERSHIP
Kıraça Holding A.Ş.
Group A Concessionaire
Group B
Other
Group A Concessionaire
Group B
SUM

30.09.2023
SHARE AMOUNT (TL)
SHARE RATIO (%)
526.618.813
58.51
64.028.613
7.11
462.590.200
51.40
373.381.188
41.49
1.554.776
0.17
371.826.412
41.31
900.000.000
100.00

As of the end of September 2023, our share in the actual circulation as per the records of theCentral Registry Agency A.Ş. is 39.45%.

1.2.

BOARD OF DIRECTORS, COMMITTEES AND SENIOR MANAGERS

1.2.1 BOARD OF DIRECTORSThe members of the Board of Directors of the Company have been elected to serve for aperiod of one year at the Ordinary General Assembly held on May 25, 2023 within theframework of the Articles of Association of the Company in accordance with the Turkish
Commercial Code and related regulations, and in any case until their successors are electedin their place.

2

Task
Appoinment Date
Chairman of the Board of Directors
25.05.2023
Vice Chairman of the Board of Directors
25.05.2023
CEO & Executive Member of the BoD
25.05.2023
Independent Board Member
25.05.2023
Independent Board Member
25.05.2023
Independent Board Member
25.05.2023
Member of the Board of Directors
25.05.2023
Member of the Board of Directors
25.05.2023
Member of the Board of Directors
25.05.2023

Since the Supervisory Board (Management) is voluntary in the new Turkish Commercial Code,the election of the members of the Supervisory Board was not held at the Ordinary General
Assembly held on May 25, 2023, and in accordance with the Turkish Commercial Code No.
6102 and the Capital Markets Law No. 6362, BDO Denet Bağımsız Denetim ve Danışmanlık A.Ş
elected as an Independent External Auditor in the meeting of the Board of Directors dated
26.04.2023 and numbered 2023/10 based on the principles determined upon therecommendation of the Committee Responsible for Auditing, is approved as anindependent external audit company to serve for a period of 1 year.

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORT

1.2.2.COMMITTEES OF THE BOARD OF DIRECTORS

1.2.3 SENIOR MANAGERS

The duties and working principles of the Committees of the Board of Directors havebeen published on the Public Disclosure Platform and in the “Investor Relations”
section of the www.karsan.com.tr address and disclosed to the public.

Senior Managers as of 30.09.2023:
Senior Management

Task

Appointment Date

Profession

Okan Baş (*)

CEO

2016

SeniorMechanicalEngineer

Kenan Kaya (**)

Deputy General Manager

2019

Economist

Ahmet Muzaffer
Arpacıoğlu (***)

Domestic Market Sales andExternal Relations Deputy
General Manager
Deputy General Manager ofIndustrial Operations

2020

Business
Manager

2020

MechanicalEngineer

Deniz Çetin (****)

Deputy General Manager ofExports

2020

MechanicalEngineer

Ahmet Özgür Doğan

Supply Chain Director

2021

Industrial
EngineerAslı Ör Arkunkütak

Marketing & Export
Operations Director

2017

Business
ManagerBarış Hulisioğlu

R&D Director

2017

MechanicalEngineerErgün Koru

Procurement Director

2021

MechanicalEngineerHazım Kubilay Dinçer

After Sales and Spare Parts
Director

2017

MechanicalEngineer

Mustafa Tükenmez

Quality Director

2022

MechanicalEngineerMücahit Korkut

Human Resources Director

2018

MechanicalEngineer

As of 30.09.2023, the members of the Board of Directors are:Committee
Audit
Committee

Corporate
GovernanceCommittee
Early
Detection of
Risk
Committee

Committee
Members
NevzatTüfekçioğlu
Ahmet Nezih
Olcay
Müfit Ataseven
Muhsin Mengütürk
Evren Uçak (*)

Position in the
Qualification
Committee
President
Independent Member
MemberIndependent Member

President
MemberMemberIndependent Member
Non-Executive Member
Executive Member

NevzatPresident
Tüfekçioğlu
Fatma Füsun Akkal Member
Bozok
Mehmet Altan
MemberSungarIndependent Member
Non-Executive Member

Frequency ofGathering
At least 4
times a year in
3-monthperiodAt least 2 times
a yearAt least 6 times
a year in 2month period

Non-Executive Member(*) Within the framework of Article 11 of the Corporate Governance Communiqué No. II-17.1 the Investor Relations Department

Manager was appointed to the Corporate Governance Committee.

During the period, the Audit Committee conducted its activities in accordance with theregulations of the Capital Markets Board (CMB) legislation, including the appointment of the
independent auditor and the disclosure of financial statements to the public and prepared 5
reports.
During the period, the Corporate Governance Committee continued its activities within theframework of CMB legislation regulations and Duties and Working Principles such as the
preparation of the Corporate Governance Compliance Report, the supervision of the
Activities of the Investor Relations Department, the election of the Independent Board of
Directors Candidate Members within the framework of the Nomination Committee function,
the activities of the Remuneration Committee within the framework of the Remuneration
Committee function and prepared 4 reports.
During the period, the Early Detection of Risk Committee continued its activities within theframework of the regulations of the CMB legislation and the Duties and Working Principles
and prepared 4 reports.
The effectiveness of the committees was positively evaluated by the Board of Directors.

Alper Bulucu(*) Mr. Okan Baş, is also Chairman of the Board of Directors of Karsan Europe Srl.,

Chairman of the Board of Directors of
Karsan İç ve Dış Ticaret A.Ş. and the Managing Director of Karsan USA LLC.
(**) Mr. Kenan Kaya is also Deputy Chairman of the Board of Directors of Karsan İç ve Dış Ticaret A.Ş., Member of theBoard of Directors of Karsan Europe Srl and Member of the Board of Directors of Hervouet Corporate Industry SAS.
(***) Mr. Ahmet Muzaffer Arpacıoğlu is the Executive Board Member of Karland Otomotiv Ürünleri Sanayi ve Ticaret
Anonim Şirketi A.Ş.
(****) Mr. Deniz Çetin is also Member of the Board of Directors Karsan İç ve Dış Ticaret A.Ş., Member of the Board of
Directors of Karsan Europe Srl, Member of the Board of Directors, and Chairman of Hervouet Corporate Industry SAS.

3

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORTKARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR 1 JANUARY - 30 SEPTEMBER 2023
PREPARED PURSUANT TO THE COMMUNIQUÉ ON PRINCIPLES REGARDING FINANCIALREPORTING IN THE CAPITAL MARKET (II-14.1)
1.4. COMPANY’S DIRECT OR INDIRECT SUBSIDIARIESThe sum of the rights, benefits and remuneration provided to the Members of the Boardof Directors and Senior Executives for the period of 1 January - 30 September 2023 isincluded in the footnotes of the financial statements as TL 29,671 thousand, and thefootnotes in question are published in the PDP and on the Company’s website. At theOrdinary General Assembly held on 25 May 2023, it was decided that each of themembers of the Independent Board of Directors will be paid a gross amount of TL 28,350
per month and each of the members of the Board of Directors will be paid a grossamount of TL 23,100 per month, effective from the beginning of the month following theGeneral Assembly.
1.3. PERSONNEL AND LABOUR MOVEMENTS
30 September 2023
White
CollarSum

Blue
Collar
Sum

Sum

White
CollarSum

Blue
CollarSum

Sum

Karsan Otomotiv

435

2004

2.439

423

990

1.413

Karsan Europe

3

0

3

3

0

3

Karsan İç ve Dış
Ticaret A.Ş.

0

0

0

0

0

0

Hervouet Corporate
Industry SAS (HCI)

9

6

15

11

6

17

Karsan North
America LLC

0

0

0

0

0

0

447

2,010

2,457

437

996

1,433

Sum

As of 30.09.2023, the total number of staff in the Group is 2,457 people. Of these, 447 arewhite collar and 2,010 are blue collar.

4Company Name

Field of Activity

Karsan Otomotiv
Sanayi Mamulleri
Pazarlama A.Ş.
Karsan USA LLC (*)
Karsan Europe SRL
MaaS Global OY

Distributor

6.43%

6.43%

6.43%

6.43%

Sales, Marketing
Sales, Marketing
Transportation
Solutions
Bus production,
distribution andmarketingDomestic andinternational
vehicle and spareparts sales andmarketingSales, Marketing

100%
100%
4.568%

100%
100%
4.568%

100%
100%
4.568%

100%
100%
4.568%

28.59%

28.59%

28.59%

28.59%

100%

100%

100%

100%

100%

100%

100%

100%

Automotive andSpare Parts
Marketing

50%

50%

50%

50%

Leasing

50%

50%

50%

50%

Industria Italiana
Autobus S.P.A

30 September 2022

Shareholding of the Company
30.09.2023
30.09.2022
Direct andDirect and Effective
Effective
Partnership Indirect
Indirect
Partnership
Partnership Rate
Partnership Rate

Karsan İç ve Dış
Ticaret A.Ş.

Karsan North
America LLC(**)
Hervouet Corporate
Industry SAS (HCI)
Hervouet Corporate
Lease SAS(*) Karsan has established a company with the title Karsan USA LLC, which does not require a capitaltransfer at the establishment stage, wholly owned by Karsan, in New York, USA, in order to participate
in tenders to be organized by local authorities in the USA. There has been no transfer of capital to theCompany and has no impact on the Group’s financial position.
(**) The Company founded a company in 2021, based in USA, with the trade name Karsan North
America LLC that is wholly owned by the Karsan Otomotiv and does not require a capital transfer duringfoundation process, in order to participate in tenders to be held by local authorities in USA. There was no
capital transfer to the Company and as the Company is inactive has not been included in the
consolidated financial statements.

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORT

1.5. COMPANY’S SHARE INFORMATION
Karsan Otomotiv Sanayii ve Ticaret A.Ş. started to be traded on Borsa Istanbul on February 21,
2000. As of September 30, 2023, the indices and share information that Karsan Otomotiv Sanayii
ve Ticaret A.Ş. is included in are as follows:
Issuer Name: KARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.
Stock Exchange On Which It is Traded: BORSA İSTANBUL (BIST)
Market That the Company is Included: YILDIZ PAZAR
Indices That the Company is Included: BIST YILDIZ / BIST 100-30 / BIST PARTICIPATION 100 /BIST PARTICIPATION 30 / BIST SUSTAINABILITY/ BIST METAL PRODUCTS, MACHINERY/ BIST ALL
SHARES/ BIST INDUSTRIAL / BIST BURSA / BIST PARTICIPATION 50 / BIST 100 / BIST
SUSTAINABILITY PARTICIPATION/ BIST PARTICIPATION ALL SHARESBIST Code: KARSN
Bloomberg Code: KARSN.TI
Reuters Code: KARSN.IS
2. COMPANY’S ACTIVITIES AND IMPORTANT DEVELOPMENTS RELATED TO THE ACTIVITIES

2.2. PRODUCTS
KARSAN BRANDED VEHICLESMODELSEGMENTJEST

Minibuse-JEST

Electric
MinibusATAKBus(8m - city)e- ATAKElectric Bus(8m - city)

2.1 PRODUCTION UNITS
The company carries out its production in three factories located in Bursa.

Autonomous e-ATAK• Hasanağa Organized Industrial Zone Factory (Center)
Hasanağa Organized Industrial Zone Factory (Center), where Karsan and Menarinibus branded
vehicles (paint, assembly) and Oyak Renault Megane Sedan model (Body, Paint, Assembly) areproduced, has a total area of 200 thousand m², 90 thousand m² of which is a closed area.

e-ATA

Electric Bus(10 - 12 - 18m - city)e-ATA
HydrogenElectric
Hydrogen
Fueled Bus(12 m)• Hasanağa Organized Industrial Zone Factory (Branch)
Hasanağa Organized Industrial Zone Factory (Branch), where the bodies of Karsan and Menarinibus
branded vehicles are produced, has a total area of 16 thousand m², 10 thousand m² of which is a
closed area.

Electric
AutonomousBus(8m - city)• Bursa Organized Industrial Zone Factory (Branch)
Bursa Organized Industrial Zone (OSB) Factory, where tractor cabins, cataphoresis and spare parts
are produced, has a total area of 29 thousand m², 20 thousand m² of which is a closed area.

5

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORTKARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR 1 JANUARY - 30 SEPTEMBER 2023 PREPARED PURSUANT TO THE
COMMUNIQUÉ ON PRINCIPLES REGARDING FINANCIAL REPORTING IN THE CAPITAL MARKET (II-14.1)
2.3 DEVELOPMENT IN PRODUCTION AND SALESRENAULT BRANDED VEHICLESMODELSEGMENTThe comparative production quantities of our company with the previous period in terms of producttypes are shown below.
Finished Product TypeMENARİNİBUS BRANDED VEHICLESMegane Sedan

Passenger Car

MODEL

SEGMENT

Citymood

Diesel and CNG Bus(10m - 12m - 18m)

Karsan Diesel
Karsan Electric
Menarinibus
Renault Megane
SUM

January- September
2022 (Units)
276
181
65
167
689

In terms of product types, the sales volumes and revenues of our company compared to theprevious period are shown below.
Finished Product Type

Karsan Diesel
Karsan Electric
Menarinibus
Renault Megane
SUM

6January- September
2023 (Units)
311
168
22
24,86925,370JanuarySeptember 2023
(Units)328
179
22
24,86325,392JanuarySeptember 2022
(Units)
283
138
65
167
653

KARSAN 2023 3RD QUARTER INTERIM ANNUAL REPORT

Finished Product
Type

JanuarySeptember 2023
Sales Revenue(thousand TL)

JanuarySeptember 2022
Sales Revenue(thousand TL)

Karsan Diesel
439,878
Karsan Electric
1,517,545
Menarinibus
102,513
Contract and Industrial Manufacturing 1,361,203
Other(**)
416,951
SUM
3,838,091(**)

BUSINESS IN THE SECTOR

It is possible to summarize the developments in the sector and Karsan Otomotiv in JanuarySeptember 2023 as follows in line with the OSD data. Total vehicle production in the period ofJanuary-September 2023 was realized as 1,074,155 units with an increase of 11.7% compared to thesame period of 2022, while automobile production was realized as 687,817 units with an increase of
20.5%.

• Compared to the previous year, the minibus production increased by 14% with

Other consists of sales of spare parts and materials, part printing revenue.

2.4. CAPACITY UTILIZATION RATE
January- September 2023
Capacity
Utilization Rate
55,03%(%)(*)

256,766
709,410
199,282
330,037
238,341
1,733,836

2.5. INFORMATION ABOUT THE SECTOR IN WHICH BUSINESS OPERATES, LOCATION OF THE

January- September 2022(*)

41,467 units and the Midibus increased by 56.6% with 3,553 units within the
production of Light Commercial Vehicles in Turkey in which our company has
been involved

4,6%• In the commercial vehicle group of the Turkish market, total light commercial

In January-September 2022, the capacity is 19,930 units of vehicles per year.

The current capacity of our company is 61,189 units of vehicles per year. As of the 9-month period of2023, a total of 25,370 vehicles were produced, with a capacity utilization rate being 55.3%.

vehicle sales amounted to 190,685 with a growth of 57.1% compared to theprevious year. While domestic light commercial vehicle sales in this group were
92,434 units by an increase of 28.2%, the sales of imported light commercial
vehicles were 98,251 units by an increase of 99.6%. The share of imports in the lightcommercial vehicle market was realized as 51.5% in January-September 2023.

As Karsan, it manages the entire automotive value chain from R&D to production, from marketing tosales and after-sales activities. Karsan has developed and produced environmentally friendly e-Jestand e-Atak models under its own brand. Karsan achieved a series of consecutive launches, introducing
the e-JEST in 2018, Karsan e-ATAK in 2019, Autonomous e-ATAK which is the driverless model in
2021, as well as the 10m, 12m, and 18m models of the Karsan e-ATA family in the same year and eATA HYDROGEN of 12 meters with hydrogen fuel technology, in 2022, and it has become as the firstand only company in Europe to offer a fully electric product lineup ranging from 6 meters to 18
meters in length. Karsan, which also produces 10-12-18 meter buses for Menarinibus, also produces
Megane Sedan cars for the Renault brand as of 2022.
In addition to vehicle production, Karsan also provides industrial services in its factory located in the
Organized Industrial Zone.

7

KARSAN 2023 THE 3RD QUARTER HALF INTERIM ANNUAL REPORTKARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR 1 JANUARY - 30 SEPTEMBER 2023 PREPAREDPURSUANT TO THE COMMUNIQUÉ ON PRINCIPLES REGARDING FINANCIAL REPORTING IN THE
CAPITAL MARKET (II-14.1)

With a vision of “staying ahead in the future of mobility”, Karsan continues to be the choice ofEuropean cities in the field of public transportation, by reinforcing its leading role in thetransformation of electric vehicles in Europe. Karsan’s e-JEST model has become the Europe's bestselling electric minibus in 2020, 2021 and 2022, and maintained its leadership position during thefirst 9-month period of 2023*. Karsan e-ATAK, which was the leader of the electric midibus market
in 2021, became the segment leader in Europe in 2022 and maintained its first place for two
consecutive years. Karsan e-ATAK maintains this leadership position during the first 9-month periodof 2023.** Nearly 800 Karsan electric vehicles are traveling around the world in 22 different
countries, mainly in France, Romania, Portugal, Spain, Luxembourg and Italy. Following the North
American market, which started its sales in 2022 after Europe, it also accelerated its works for theright-hand drive Japanese market and signed a distributorship agreement. Karsan electric vehicles
account for nearly 90%of Turkey's electric minibus and bus exports in the last 3 years.
(*)

According to European Minibus Market Report covering 3.5-8 metric ton-class published by Wim Chatrou-CME
Solutions(**) According to Wim Chatrou-CME Solutions report

2.6. RESEARCH AND DEVELOPMENT ACTIVITIESWith the Material Event Disclosure dated July 24, 2019, our Company announced on the Public
Disclosure Platform (PDP) that the R&D Center application submitted to the General Directorate
of R&D Incentives of the Ministry of Industry and Technology, with the aim of benefiting fromincentives and exemptions provided by Law No. 5746 on Supporting Research, Development, andDesign Activities, has been evaluated and approved.
Our electric minibus, midibus and bus projects, e-ATA hydrogen which is the new fuel technology,
distribution vehicle project, autonomous midibus project, research and development activities
related to bus tenders are carried out by our Company’s R&D Centre.

8

2.7. UTILIZATION OF INVESTMENTS AND INCENTIVES
The “Investment Incentive Certificate” application submitted by our company for the planned
investment in product diversification was approved by the General Directorate of Incentive
Implementation and Foreign Capital of the Ministry of Industry and Technology on October 6, 2021.
amount of investment linked to the incentive certificate is TL 240,767,880.
The support elements provided for the investment evaluated within the scope of “Regional
Incentive Practices” in the 4th Region are as follows:• Premium Employer Share• Tax Deduction• Customs Duty Exemption• VAT Exception• Interest Support
2.8. AMENDMENTS TO THE ARTICLES OF ASSOCIATION DURING THE PERIOD
There are no changes in the articles of association during the 9-month period of 2023.

KARSAN 2023 THE 3RD QUARTER HALF INTERIM ANNUAL REPORT

2.9. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT

3. FINANCIAL SITUATION

In accordance with the decision of the Capital Markets Board (CMB) dated 10.01.2019, numbered
2/49, and the Corporate Governance Communiqué numbered CMB II-17.1, the format for companies
obligated to prepare the Corporate Governance Compliance Report has been established, and ourcompany has prepared the Corporate Governance Compliance Report (URF) for the period of
01.01.2022 – 31.12.2022, following the specified format.

3.1. SUMMARY OF FINANCIAL STATEMENTS

Said notification can be accessed via the link https://www.kap.org.tr/tr/Bildirim/1121405. It
publishes the necessary updates regarding the URF and KYBF on the Public Disclosure
Platform.
2.10 SUSTAINABILITY ACTIVITIESOur company has published the Sustainability Report for 2021, prepared in accordance with the GRI
Standards. The report is published on the Company’s website (www.karsan.com.tr).
In addition, our company answered the Climate Change survey of the Carbon Disclosure Project (CDP)
for the first time in 2021, took the management level with a score B in the first year it participatedand caught the global average in its sector. The CDP result report is available on the Company's
website (www.karsan.com.tr).
Karsan made a CDP application in July 2022, and our CDP score was scored as C, taking place in the
global average.
Our Sustainability score was announced as “B” in the Sustainability Index conducted by Fortuna 500.

Financial Statements have been prepared in a consolidated manner in accordance with CMB Serial
II.14.1, and the consolidated financial statements dated 30 September 2023 have undergone alimited independent audit.

Summary Balance Sheet (thousand TL)
AssetsCurrent Assets
Fixed Assets
Total Assets

30 September 2023
4,055,643
4,006,480
8,062,123

30 September 2022
2,904,239
2,809,714
5,713,953

Resources
Short-Term Liabilities
Long-Term Liabilities
Equities
Total Resources

30 September 2023
4,575,778
1,137,573
2,348,772
8,062,123

30 September 2022
3,101,364
836,875
1,775,714
5,713,953

Summary Income Statement
Revenue
Revenue of Financial Sector Activities

With the activities carried out by Karsan in 2021, Borsa İstanbul Sustainability Index (BIST) data
were updated in September 2022. We increased our score by scoring 62.14 points as compared tothe previous year. Data entries for 2022 were completed in September, 2023.
Our internal carbon pricing project has been completed. With this system, we aim to project
723 tons of carbon reduction investment.
The company continues its sustainability activities by preparing the Sustainability Report for2022.

Total Revenue
Gross Profit (*)
Real Operating Profit/Loss
Period Profit/Loss

January-September 2023 January- September 2022
3,685,352
1,733,836
152,7390
3,838,091
1,733,836
1,134,460
414,904
1,192,797
338,385
2,432
36,208(*) Gross profit from financial sector activities is included in the revenue.

The company’s total assets increased from TL 5,713,953 thousand in the 3rd quarter of 2022 to TL
8,062,123 thousand as of 30 September 2023. The revenue amount, which was TL 1,733,836
thousand for the first nine months of 2022, was TL 3,838,091 thousand for the first nine months of2023, whereas the core operating profit, which was TL 338,385 thousand for the first nine months of2022, was TL 1,192,797 thousand for the first nine months of 2023.

9

KARSAN 2023 THE 3RD QUARTER HALF INTERIM ANNUAL REPORTKARSAN OTOMOTİV SANAYİİ VE TİCARET A. Ş.

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR 1 JANUARY - 30 SEPTEMBER 2023 PREPAREDPURSUANT TO THE COMMUNIQUÉ ON PRINCIPLES REGARDING FINANCIAL REPORTING IN THE CAPITAL
MARKET (II-14.1)
3.3. CAPITAL MARKET INSTRUMENTS ISSUED

3.2. KEY INDICATORS AND RATIOSKey Indicators
Gross Profit Margin
Core Operating Profit Margin
Net Profit Margin

30 September 2023
0.30
0.31
0.00

30 September 2022
0.24
0.20
0.02

Liquidity Ratios
Current Rate
Liquidity Ratio
Cash Ratio

30 September 2023
0.89
0.64
0.05

30 September 2022
0.94
0.63
0.01

Financial Structure Ratios
Total Liabilities/Equity
Short-Term Liabilities/Total Assets
Long-Term Liabilities/Total Assets
Tangible Assets /(Equity + Long Term Liabilities)

30 September 2023 30 September 2022
2.43
2.22
0.57
0.54
0.14
0.15
0.81
0.72

Profitability Ratios
Net Profit for the Period/Total Assets
Net Profit / Equity

30 September 2023 30 September 2022
0.00
0.01
0.00
0.02

10

In 2023, our company made coupon payments for the bonds that were in circulation. These payments
were made within the approved issuance limit of 400 million Turkish Lira, as authorized by the decisionof the Capital Markets Board dated May 7, 2020, with reference number 28/594. Additionally, Kıraça
Holding A.Ş., the controlling shareholder, acted as a guarantor for all the payment obligations related tothese bonds. On July 21, 2023, a bond with the ISIN code TRSKRSN72311, having a maturity of 1.093
days, quarterly coupon payments, a floating interest rate, and the principal payment made at maturity,with a nominal value of TL 42.8 million, was redeemed. The necessary explanations regarding bondissuance and bond coupon payments are published on the Public Disclosure Platform and on the
Company’s website (www. karsan.com.tr) in accordance with the CMB legislation.
3.4. CREDIT RATING
In the Credit Rating Report dated September 22, 2023 prepared by JCR Avrasya Derecelendirme A.Ş.
(JCR), our Company’s long and short term national ratings were affirmed as ‘BBB+ (tr) / Stable’ and ‘J2(tr) / Stable’, respectively, at investible level. The international ratings of our company are limited to thecountry grade. There is no conflict of interest between JCR and our Company.

KARSAN 2023 THE 3RD QUARTER HALF INTERIM ANNUAL REPORT

4. ASSESSMENT OF BOARD OF DIRECTORS ON CORPORATE RISK MANAGEMENT, INTERNAL
AUDIT AND INTERNAL CONTROL SYSTEM
Karsan conducts its activities in a transparent, accountable, fair and responsible manner. The Boardof Directors establishes internal control systems, including risk management, information systems
and processes that may minimize the effects of risks that may affect the Company’s stakeholders,
especially shareholders, by taking into account the opinion of the relevant Board of Directors
committees. The Board of Directors at Karsan Otomotiv plays a crucial role in managing andrepresenting the company. Through strategic decision-making, the board ensures that the company
maintains a balance between risk, growth, and return at the most suitable level.
The responsibility for risk management and reporting of Karsan Otomotiv is carried out under theleadership of the Legal and Internal Audit Department in coordination with the otherdepartments. The risk management and reporting activities are carried out in coordination with allother departments under the leadership of the Corporate Risk Management and Internal Audit
Department. With the workshops organized periodically, the risks are questioned and evaluated indetail. The Corporate Risk Management and Internal Audit Department reports to Karsan CEO
through the Audit Committee and Early Detection of Risk Committee appointed by the Board of
Directors. The Audit Committee provided 5 reports during the first nine months of 2023. The risks
identified through the activities conducted within the approved plan by the Early Detection of Risk
Committee are evaluated, considering the institution’s risk appetite, with the objective of
establishing an effective internal control system configuration, and action plans are developed
based on risk-oriented Internal Audit activities, aiming to provide effective mitigation measures
for the identified risks.

5. EVENTS AFTER BALANCE SHEET DATE
On 04.10.2023, our company announced the bookbuilding notification dated October 4-5, 2023 in
the PDP for the issue of commercial papers with a nominal value of 150,000,000 TL, 364-days
maturity and quarterly coupon payments, to be issued to the qualified investors.
On 06.10.2023, our company announced the special event disclosure regarding the Completion of
the Issue of the Commercial Paper in an amount of 350 Million TL in the PDP.
On 12.10.2023, our company announced the Real Estate Valuation Report prepared by Vakıf
Gayrimenkul Değerleme A.Ş. in the PDP.
On 16.10.2023, our company announced the special event disclosure for the Senior Management
Change in the PDP.
On 17.10.2023, our company revised and announced in the PDP the Company General
Information form with the regulation for the change of senior management.
On 03.11.2023, our company announced the Expansion of our Distributorship Agreement for the
USA in the PDP.
6. OTHER MATTERS-INFORMATION TO SHAREHOLDERS
You can access the investor presentation, which includes our company's expectations for 2023
and the future periods, from the links below.
https://www.karsan.com/en/investor-relations/investor-presentations-list

The Early Detection of Risk Committee makes recommendations on the early detection,
evaluation, calculation of the effects and probabilities of all kinds of strategic, financial,
operational, etc. risks that may affect the Company, managing and reporting these risks inaccordance with the Company’s corporate risk-taking profile, implementing the necessary
measures related to the identified risks, taking them into account in decision-making
mechanisms, and establishing and integrating an effective internal control system during the firstnine-months period of 2023, the Early Detection of Risk Committee, comprised of members
selected from the Board of Directors, provided us with 4 reports.

11

CONTACTHead Office

Organized Industrial Zone Factory

Hasanağa Organize Sanayi Bölgesi Sanayi Cad. No: 53 16280 Nilüfer / Bursa

Mavi Cad. No: 13 16159 Nilüfer / Bursa

Tel: (224) 484 21 70 (25 lines) - 224 280 30 00

Tel: (224) 243 33 10

Fax: (224) 484 21 69

Fax: (224) 243 74 50

Istanbul Office

Hasanağa Organized Industrial Zone Factory 2

Ordu Cad. Emek Mah. No: 10 34785 Sarıgazi / Sancaktepe / İstanbul

Hasanağa Organize Sanayi Bölgesi Sanayi Cad. No: 40 16280 Nilüfer / Bursa

Tel: (216) 499 65 50

Tel: (224) 484 21 70

Fax: (216) 499 65 53

12

DISCOUNT(Karsan Otomotiv) to be reliable; however, Karsan Otomotiv cannot guarantee the accuracy, completeness and trueness of this information. This document has been prepared for informational purposes
only. Financial reports disclosed to the public on the Public Disclosure Platform by Karsan Otomotiv are considered as the only source. Therefore, Karsan Otomotiv and Karsan Otomotiv's Board Members,
Senior Managers, Managers, Employees or any other person cannot be held responsible for any damages that may arise from the use of this presentation. This document cannot be interpreted as arecommendation for the investors, and Karsan Otomotiv expressly declares that it will not take any responsibility for the results of investment decisions taken based on this document.

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