Polisan : 2022 Financial Report

(Convenience translation of consolidated financial statements originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated financial statements for the year ended December 31, 2022 together with independent auditors' report

CONVENIENCE TRANSLATION INTO ENGLISH OF

INDEPENDENT AUDITOR'S REPORT

ORIGINALLY ISSUED IN TURKISH

INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Polisan Holding A.Ş.

1. Audit of the consolidated financial statements

1. Our opinion

We have audited the accompanying consolidated financial statements of Polisan Holding A.Ş. (the "Company") and its subsidiaries (collectively referred to as the "Group") which comprise the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements comprising a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2022, and its financial performance and its cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRS").

2. Basis for opinion

Our audit was conducted in accordance with the Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing issued by the Public Oversight Accounting and Auditing Standards Authority (the "POA"). Our responsibilities under these standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (including Independence Standards) (the "Ethical Rules") and the ethical requirements regarding independent audit in regulations issued by POA that are relevant to our audit of the financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.

3. Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. Key audit matters were addressed in the context of our independent audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key Audit Matters	How the key audit matter was addressed in
	the audit
Valuation studies to determine the fair values
of investment properties
Investment properties with a carrying value of TL	During our audit, the following audit procedures
1.386.089.000 that have a significant share in the	were applied regarding the fair value of investment
Group's total assets as of 31 December 2022; consists	properties.
of land, office and commercial units.
	•	The procedures applied by the Group
The accounting policy adopted by the Group		management in determining the fair value of
management in the accounting of the said		investment properties have been evaluated.
investment properties is the fair value method, the	•	The following procedures have been carried out
details of which are explained in Notes 2 and 13, and		by us in relation to the expert institution that
the fair values of these assets are determined by an		carried out the valuation study:
independent valuation firm accredited by the Capital	-	The accredited real estate appraisal accreditation
Markets Board and the Group management's		and license of the expert institution was checked.
evaluations. It is then taken as the basis for carrying	-	The competence, capability and impartiality of the
value in the balance sheet. In determining the fair		expert body were evaluated.
values of investment properties, methods such as	•	The title deed records and ownership rates of each
market value comparison and discounted cash flow		investment property have been tested.
are used, and these methods include inputs based on	•	It is tested whether the appraised values are in an
important assumptions such as real discount and		acceptable range by comparing the leasable area
inflation that may cause changes during the fair		square meter information and unit rental values
value determination. fair values; market conditions		of the inputs in the valuation report, which have a
are directly affected by factors such as the detailed		significant impact on the determined real estate
characteristics of each real estate.		value, with the market prices whose consistency
The study on the determination of the fair value of		can be observed.
investment properties has been determined as a key	•	Inputs such as rental income, duration of lease
audit matter, since the book value of investment		agreements, occupancy rates and expenses, which
properties constitutes a significant part of the		are used in the valuation reports and have a
Group's total assets, as well as the subjective nature		significant impact on the real estate value, have
of valuations, important assumptions and		been tested.
judgments.	•	The assumptions used by the appraisers in their
		valuations, whether the appraised values such as
		inflation and real discount rate are within an
		acceptable range were evaluated together with our
		experts.
	•	The compliance of the fair values in the valuation
		report with the footnotes has been checked, it has
		been evaluated whether the values in the
		footnotes are in agreement with the valuation
		reports and whether the footnote explanations are
		sufficient in terms of TFRS.

4. Other matters

The audit of the consolidated financial statements of the Group as of 31 December 2021 was performed by another independent audit firm, and a unqualified opinion was given in the independent auditor's report dated 7 March 2022 prepared by the said independent audit firm.

5. Responsibilities of management and those charged with governance for the consolidated financial statements

The Group management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

6. Auditor's responsibilities for the audit of the consolidated financial statements

Responsibilities of independent auditors in an independent audit are as follows:

Our aim is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes our opinion. Reasonable assurance expressed as a result of an independent audit conducted in accordance with SIA is a high level of assurance but does not guarantee that a material misstatement will always be detected. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an independent audit conducted in accordance with SIA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Assess the internal control relevant to the audit 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 Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our independent auditor's report. However, future events or conditions may cause the
  Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence. We also communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.