Professional Documents
Culture Documents
2023
Activity
REPORT
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Telephone : 444 99 11
www.ir.lokmanhekim.com.tr
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66 Sponsorship
70 Corporate Governance
CONTENTS
72 Dividend Policy
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OUR MISSION
OUR VISION
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Our Mission
We are a healthcare organization
that aims to provide
healthcare services to humanity
with a human-oriented culture
and corporate approach, while
adhering to social and medical
ethics.
our vision
It is a follower of scientific developments,
a pioneer in the use of advanced
technology, offering excellent patient
experience with our expert staff, easily
accessible to all segments of society,
and "first of mind" in our
health services.
To become a leading
international brand.
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Security
All kinds of our
patients
safety is our main
priority.
Respect
We respect patient
rights.
Rapport
We
comply with
medical deontology,
ethics and laws.
Transparency
We attach
importance to
corporate governance
and transparency.
Society and
Environmental Awareness
We attach
Luqman
importance to our
Physician Family responsibilities towards
We care about the society and the
satisfaction of all
members of the Lokman environment and act sensitively.
Hekim family with
their working lives and
their
commitment to
the institution, and
we believe in the power
of teamwork.
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BASIS
OUR VALUES
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DEVELOPMENT S
Establishment
1996
broiler
hospital
2002
Ankara
hospital
2008
Borsa Istanbul
Bundle
IPO
Medicine
2011
Central
2016
Van Life
hospital
van 2013
hospital Erbil Tanÿ ve
2012 Views
Central
2013
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OUR PRODUCER
Luqman
Physician Mia Medicine
Akay University Central
hospital 2017 2019
2016
Ankara Hospital
Lokman Hekim
University Business
union
2020
Lokman Hekim
university
Söÿütözü Dental
hospital Istanbul
2021 hospital
Luqman
2022
Physician
Logistics
2023
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CEO
EVALUATION
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Our Valuable Stakeholders, Lokman Hekim Health Group We would like to state that
has been developing its we will continue to evaluate
We have left behind the transparent, predictable purchasing opportunities.
year 2023, where important and corporate structure for 27
social and economic years since its establishment
developments took place, in 1996, while simultaneously In the high inflationary period
social solidarity reached its peak, carrying out important studies we are in, inflation
and we celebrated the on sustainability. accounting started to be
100th anniversary of the applied again after many years.
founding of our Republic. In this context, we aim to In this context, we would like to point
complete the renewable energy out that the financial statements
We wish God's mercy to our citizens (SPP) investment in 2024. we share with you are
who lost their lives in the indexed as of 31.12.2023.
earthquakes centered in Again, we aim to replace our
Kahramanmaraÿ and offer our vehicle fleet with vehicles
condolences to their relatives. powered by renewable energy
We commemorate the founders sources to reduce carbon emissions.
of our Republic, especially Our inflation-adjusted sales
Gazi Mustafa Kemal Atatürk, revenues and EBITDA increased
with mercy and gratitude. by 14.3% and 18.7%, reaching 1,896
Intense investment and work to pioneer million TL and 359 million TL,
technological developments, one respectively.
step ahead of the digital transformation
As Lokman Hekim era, has now become a routine in
Health Group, we are proud to share our lives. In 2023, we made a total investment
with you, our valued stakeholders, our expenditure of 272 million TL, most
2023 financial and operational of which was spent on renewable
results, which have developed as In 2023, the service quality and patient energy, modernization and
a result of our successful safety procedures of Lokman technological infrastructure.
implementation of the agile management Hekim Istanbul Hospital were
model, in this period where approved by the American-
macroeconomic indicators differ based JCI (Joint Commission
significantly from predictions and the International) and were entitled to Our future expectations for 2023
effect of high inflation continues. receive JCI accreditation. were realized in line with the figures
without inflation accounting.
NET PROFIT
322 Million TL
EBITDA
359 Million TL
ENDORSEMENT
1.896 Million TL
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Sales Revenues
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EBITDA
2023 359
18.7%
2023 EBITDA increased by 18.7% compared to the same period of the previous year
and reached 359 million TL (1). (2022: 303 million TL)
EBITDA Margin
2022 18.2%
2023 19.0%
2023 EBITDA margin increased by 80 bps and reached 19% . (2022: 18.2%)
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Net profit
Net Debt
Adjusted Net Debt was 341 million TL . (2) (2022: 316 million TL)
Adjusted Net Debt / EBITDA multiplier was 0.95. (3) (2022: 1.04)
Investments
Our company made a total investment expenditure of 272 million TL in
2023 . The majority of investment expenditures were made for hospital
modernization, capacity increase, machinery equipment/fixture purchases and Solar
Energy Plant (SPP) investment.
*
Within the scope of TFRS 16 Leases Standard, it is "classified as operating lease" and depreciation and financing expenses are
calculated for these leases. Additionally, due to this regulation, an additional liability of 88.4 million TL was reported under Short
and Long-term Liabilities in the Balance Sheet. (31.12.2022: 192.1 million TL)
(1) Consists of EBITDA = Gross Profit - Operating Expenses (GYG+PSDG) + Depreciation expenses (including TFRS 16 rental
depreciations).
(2) Adjusted Net debt = KV+UV Financial Liabilities - (TFRS 16 KV&UV Lease Obligations + Cash + Financial Investments +
Sevgi Foundation Affiliation Advance + Repurchased Shares)
(3) Adjusted Net debt / Annual EBITDA
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In 2023
Strong Financial
Performance
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assets
Obligations
ROE: 28%
Long-term 396.5 311.2 -22%
Obligations
The asset size of our company in 2023 increased by 7% compared to the previous year and
reached 2,287 million TL.
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2022
2023
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Kariyer.net 2023
Respect for Humanity Award
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Thanks to our training workshop, we contribute to the development of thousands of our staff through the
training we provide, and at the same time, we organize activities for the development of the institution, being
aware of the importance of education.
While contributing to the training of our personnel, we ensure the continuity of the training by standardizing the
presentation contents of in-service training in accordance with the current literature in accordance with the Health
Quality Standards.
The trainings also aim to strengthen internal communication. In this regard, body language training is also provided
in addition to verbal and written communication training.
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BOARD OF DIRECTORS
MEMBERS and TOP MANAGEMENT
Dr. Mustafa SARIOÿLU Dr. Mehmet ALTUÿ Prof. Dr. Celil GöÇER
Chairman of the Board Vice Chairman of the Board of Directors board member
1990 Ankara University Faculty of Medicine Ankara University Medicine Department in 1995 1996 Hacettepe University Medicine
Faculty Faculty, General Practitioner
1995 Ankara University Faculty of Medicine Internal
Medicine Specialization 1995-2003 Ministry of Health, Medicine 2000 Ankara Education and Research
doctor Hospital, Ear Nose and Throat
2002 Ankara University Faculty of Medicine professional
Gastroenterology Residency 1996- Lokman Hekim Engürüsaÿ
Founding and Board Membership 2001 Ankara Numune Training and
2003-Private Lokman Hekim Hospital Internal Research Hospital, Chief Assistant
Medicine and Gastroenterology 1998-2000 Lokman Hekim Polyclinic
professional Directorate 2002 USA, Los Angeles, House Ear
At the Institute, Observer
2002-2009 Engürüsaÿ A.ÿ. Vice Chairman of the 2002-2006 Lokman Hekim Etlik
Board of Directors Hospital Chief Physician 2010 Ministry of Health Derince Training and
Research Hospital, ENT Clinic Chief
2009- Lokman Hekim Engürüsaÿ A.ÿ. 2008-2011 Lokman Hekim Sincan
Chairman of the Board of Directors Hospital Chief Physician
2011-2014 Lokman Hekim Ankara
2014- Lokman Hekim Van A.ÿ. 2003- Private Hospitals Platform Hospital, Chief Physician
Chairman of the Board of Directors Association Presidency
2014-2016 TR Prime Ministry Health
2014- Lokman Hekim Engürüsaÿ A.ÿ. 2014- Lokman Hekim Engürüsaÿ A.ÿ. Coordinatorship and Chief Advisor to
General manager Vice Chairman of the Board of Directors the Prime Minister
2016- Lokman Hekim Medical Center A.ÿ. 2016- Lokman Hekim Medical Center A.ÿ. 2015-2018 25th and 26th Term TBMM Tokat
Chairman of the Board of Directors board member Deputy, Deputy Chairman of the Health,
Family, Labor and Social Affairs Commission
2017- Lokman Hekim University 2017- Lokman Hekim University
Member of the Board of Trustees Chairman of the Board of Trustees
European Security and Cooperation
2019- Heryerde Saÿlÿk A.ÿ. Chairman of the 2024- DEIK/Health Business Council Member of the Turkish Grand National Assembly in the Organization (OSCE)
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1991 Ankara University Political Sciences 1994- Bilgen Construction Ltd.ÿti. Partner/ Ankara University Health Services
Faculty of Information General manager Vocational School
2002 Sworn Blue Consultant 1996 Gazi University Communication Anadolu University Faculty of Economics
Faculty
2006 Selçuk University Master's Degree 1989 Presidency of Religious Affairs
2002-2014 Lokman Hekim Engürüsaÿ Zonguldak province Devrek District
2022 Yÿldÿrÿm Beyazÿt University Inc. board member Civil service in the Mufti's Office
Doctoral Education Continue
2005-2010 Lokman Hekim Engürüsaÿ Emin Paz in 1992-1993. LTD ÿTÿ Electronics
1992 Court of Accounts Auditor Assistant A.ÿ General Manager and White Goods Marketing,
2003-2009 Türkiye Agricultural Credit 2017- Lokman Hekim University Ankara University in 1993-2005
Cooperative Deputy General Manager Member of the Board of Trustees University Optical Examination Center
in the Department of Biostatistics
2003-2007 Güven Sigorta Board of Directors Chairman 2020- Lokman Hekim Engürüsaÿ A.ÿ. Responsibility and Cebeci Hospitals
Deputy/President board member Chief Physician's Office
2003-2009 Gübre Factories Inc. 2021 Lokman Hekim Van A.ÿ. board member 2005-2008 Yenimahalle Bel. Vice President,
Deputy Chairman of the Board of Directors Purchasing and Tender Department
2021 Heryerde Saÿlÿk Aÿ Management 2021- Lokman Hekim Engürüsaÿ A.ÿ Board
Deputy Chairman of the Board Membership
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2003 Baÿkent University Law 1996 Bursa Uludaÿ University, Department of 1983-1994 Turkish Electricity Authority
Faculty Business Administration Engineer
2004 Notary Certificate Ülker Regional Sales between 1995-2005 1994-1996 Çukurova Elektrik A.ÿ. Project Manager
inspectorate
2019 Mediation Certificate
2006-2009 Yön A.ÿ. deputy general manager 1996-1998 Rumeli Holding A.ÿ. deputy general
2018- World Energy Council Turkish National manager
Committee Member
2009-2012 Birgür Design General 1998-2000 ASNA Holding A.ÿ. Electrical
2014- Turkish Energy Foundation Trustee Directorate Projects Coordinator
Deputy Chairman of the Delegation
2013- Türk Telekom Türk Telekom HR 2000-2003 Ensida Ltd. Ltd. Advisor
2020- Muÿla Natural Assets Protection Projects Coordinator
Board Member 2003-2004 Türkiye Electricity Trade Contracting
2021- Lokman Hekim Engürüsaÿ A.ÿ. Inc. Member of the Board of Directors, Deputy
2016- Lokman Hekim Engürüsaÿ A.ÿ. Independent Board Member General Manager
board member
2023- ASÿL Association Board of Directors 2004-2010 Energy Market Regulatory Authority
President 2nd President, Board Member
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SENIOR MANAGEMENT
Hakan SÜSLÜ
Foreign Relations and International Services
Director
Basic ÜNLÜ
Director of Management Services
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CAPITAL AND
PARTNERSHIP STRUCTURE
The issued capital of the company is 36,000,000 The distribution of issued capital among share
TL (Thirty-Six Million Turkish Liras). groups is as follows:
divided into 36,000,000 (Thirty-Six Million)
shares, each with a nominal value of 1 TL Share Group Share Amount “TL”
(One Turkish Lira).
A. 289,811.33
Our company's registered capital ceiling
amount, valid for the years 2021-2024, B. 35,710,188.67
It is 200 million TL.
Total 36,000,000.00
Our company increased its capital of 11.13 MTL to 24 MTL with a 25% (2,782,500 units) public offering
in 2011, a 15% (2,087,500 units) free capital increase in the same year, and a 50% (8,000,000 units) free
capital increase in 2014. Increasing the issued capital of 24,000,000 TL as of 11.06.2021 by 12,000,000
TL (50%) free of charge within the scope of profit distribution to 36,000,000 TL and amendment of Article
6 of the Company's Articles of Association titled "Capital and Privileges" occurred during the period.
Natural and Legal Persons Holding a Direct Share or Voting Rights of 5% or More in the Capital as of the
Report Publication Date: None, according to the data announced by MKK.
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AFFILIATES
SUBSIDIARIES
Lokman Hekim
Engürüsaÿ General
Istanbul Health
Trade Ltd. Ltd. (Erbil)
Investments Inc. Field of Activity:
Field of Activity:
Health care
Health care
Participation Rate (%): 95.00
Participation Rate (%): 100.00
Lokman Hekim
*
Medical Centers Inc.
Field of Activity:
Health care
Participation Rate (%): 100.00
Lokman Hekim
**
Logistics Inc.
Field of Activity:
Logistics Services
Participation Rate (%): 100.00
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(*) Our company has been granted the privilege of a minimum of 66% in management representation and 100% in dividends, and the right to pre-
empt non-privileged shares at
nominal value. (**) It was established on 28.07.2023.
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STRATEGIC OBJECTIVES
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In 15 Different Languages
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ISTANBUL
HOSPITAL
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ANKARA
HOSPITAL
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MEATLIC
HOSPITAL
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AKAY
HOSPITAL
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VAN
HOSPITAL
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VAN HOSPITAL
LIFE
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BUNDLE
MEDICAL CENTER
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ERBIL
DIAGNOSIS CENTER
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It has activated its first product, Cana Can Pregnancy and Birth
Policy, as of November 2022. Studies on increasing the number
Health Everywhere is not just a website or organization that of contracted institutions and developing new products, which
aims to manage typical health tourism. It is a holistic are determined as the primary target, continue rapidly.
approach that decides on health care, based on an
understanding that aims to fulfill all the requirements of e-
commerce, digital marketing and customer satisfaction,
which makes a difference in health tourism, and paves
the way for the new generation of health tourism. By
comparing the qualifications and conditions of all service
providers, it helps clients provide safe and transparent
consultancy services by receiving support in their
native language through call centers and communication
channels, as well as other services that clients demand
and need, in addition to health care.
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TURQUALITY
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Healthy Information
Healthy Society
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As Lokman Hekim Health Group, we believe that information and awareness are the
basic elements in health. Based on this idea, we organize trainings on health issues
and share warning, preventive and informative posts in order to increase health awareness.
We actively use social media and other communication channels to increase health
awareness. In the content we share, we emphasize topics such as prevention of diseases,
the importance of early diagnosis, vaccines, and healthy life recommendations. At the same time,
we help the public make informed decisions by answering their health-related questions in
videos such as "What is it?" and "It's not what you know?" We aim to raise society's health
awareness through methods such as conveying health-related issues in an understandable
way, sharing information obtained from reliable sources and answering people's questions.
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As Lokman Hekim Health Group, we take part in various events and fairs to reach
new people and potential investors with our brand every day. We aim to reach more
people with our health services through the work we do to both raise public awareness and
position our place in the health sector.
Teknofest - Ankara
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We act with the feedback from our patients in order to detect possible negative perceptions
about the Lokman Hekim brand and make improvements in the operational process, and we strive
to be reachable for every suggestion, request and complaint.
We evaluate the feedback from social media, website, websites and suggestion, request and
complaint boxes in our hospitals and make the necessary improvements so that our patients
can have the best experience. Annual
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SPONSORSHIPS
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As Lokman Hekim
Health Group, in 2023 and
currently, Ankaragücü in
the Super League
As Lokman Hekim
Health Group, we continue
our health sponsorship of
Pendikspor Club in
the Super League in 2023 .
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As Lokman Hekim
Health Group, we continue
our health sponsorship with
Van Spor FK in the TFF 2nd
League in 2023 .
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Institutional
Management
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DIVIDEND
POLICY
Within the framework of its compliance with Corporate The proposal regarding this issue is discussed and decided
Governance Principles, our company has determined its at the General Assembly.
profit distribution policy for the following years, taking There is no privilege regarding participation in the
into account the obligations of public companies regarding company's profits. The distribution of profit is carried out
profit distribution, and disclosed it to the public on our within the framework of the applicable Turkish
website. In implementing Commercial Code, Capital Markets Law, Tax Procedure
its dividend policy, the company takes into account the Law and other relevant legislative provisions and the
company's investment activities and current financing relevant articles of the Company's Articles of
structure to ensure that its investors obtain income from Association. At the general assembly meeting of our
dividends as well as stock returns. The amount of dividends company held on 21.05.2023; It has been decided that
that our company will distribute to its partners is by adding the Net Distributable Period Profit of 2022 and
calculated based on the distributable profit based on extraordinary reserves, the gross amount of
the financial statements. The dividend to be distributed for the 16,500,000.00 TL will be distributed as cash dividend,
relevant accounting period will be determined in accordance and the dividend to be distributed in cash will be paid in two
with the applicable legislation. The Board of Directors equal installments on 29.09.2023 and 30.11.2023.
decides whether to distribute the profit and, if so, the Dividend payment was paid on 29.09.2023 and 30.11.2023
amount of the profit and the date of distribution. during the period.
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PRICING
POLICY
This policy document defines the company's cash payments made. Such wages are determined by taking
pricing system and practices and the principles and rules into account the financial situation of the
necessary for structuring, monitoring and controlling these company and are paid essentially to all employees according
practices. to the working period, title and nature of the work
performed. It is essential that the fixed salaries to be
paid to the Board Members, Senior Management and
The Remuneration Policy defines the basic employees of the company are compatible with the
principles of the company's remuneration company's ethical values, internal balance and strategic
approach, reflects the company's mission, strategy and goals and are not associated with short-term performance.
values used in this approach, and underlines the
needs for compliance with the governance principles for
remuneration practices.
The ultimate authority and responsibility for ensuring that
the company's remuneration practices are effectively
Wage Policy; It covers managers and employees at all carried out and managed within the framework of the relevant
levels working in the company. legislation and this policy belongs to the company's
Board of Directors. The Board of Directors ensures the
A fixed salary is determined every year at the effectiveness of the policy by reviewing it at least once a
ordinary general assembly meeting, valid for all year. The company's senior management is responsible
members of the Board of Directors. to the Board of Directors for ensuring that the company's
remuneration practices are effectively carried out and managed
within the framework of the relevant legislation and this
Fixed wages are paid in fixed amounts regularly policy.
and continuously at certain periods of the year, regardless
of performance.
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Reclaimed
Shares
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Purpose of buyback; To prevent the share price It was decided that the share repurchase upper price
traded on the "BIST" from being negatively limit of 20 TL (30 TL before the capital increase)
affected by market conditions and serious losses in determined in the program would be updated to 50
value due to fluctuations that may occur in Turkish and TL, and the decisions taken and transactions made
world markets, to protect shareholders, to ensure within this scope would be submitted to the information
that the share price is stable and in line with its and approval of the shareholders at the first general
real value, and to maintain confidence in the company. assembly meeting.
Accordingly, with the authority received at the
general assembly meeting dated March 27, 2021, All shares (1,880,455 units) owned by our company and
the company's board of directors was our subsidiary within the framework of the buyback
authorized to purchase shares at the upper price program were sold at a price of 20.10 TL on 02.11.2022.
limit of 30 TL for 3 years until it reached 10% A profit of 16 Million TL was made from the share sale.
of the capital. At the meeting of our company's
Board of Directors dated 02.11.2022, the current
buyback The profit obtained is classified under equity
in the Independent Audit Report.
Current share information as of the reporting date within the scope of our company's share buyback;
Share Buyback
Purchase Sale
1,000
762 934 832
Thousand
TL
435 583
500 335 366
152
55
0
2015 2016 2017 2018 2019 2020 2021 2022 2023
-500
-600
-one thousand -832
-1.143
-1500
-1.880
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Our consolidated turnover forecast is Due to the start-up, the EBITDA margin
affected by the significant impact of was partially below our forecast.
inflation accounting introduced this year.
As a result of the Health Implementation The decrease of approximately 2 points in the EBIT
Communiqué (SUT), institutional agreements margin was in line with our expectations, as
and our work in the field of health tourism, Lokman Hekim Istanbul Hospital has not yet reached
the performance was slightly above our expectations, the desired rate and for the reasons explained below.
while inflation accounting was not implemented.
SHARE
PERFORMANCE
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200.00
250.00
100.00
150.00
50.00
0.00
30-12-2022
Foreign
06-01-2023
12.44%
13-01-2023
20-01-2023
27-01-2023
03-02-2023
17-02-2023
24-02-2023
03-03-2023
2022
10-03-2023
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17-03-2023
31-03-2023
07-04-2023
14-04-2023
24-04-2023
02-05-2023
09-05-2023
16-05-2023
24-05-2023
31-05-2023
87.56%
07-06-2023
Local
14-06-2023
OF THE YEAR .
21-06-2023
LKMNH
03-07-2023
10-07-2023
17-07-2023
24-07-2023
BIST 100
31-07-2023
07-08-2023
14-08-2023
Foreign
5.1%
28-08-2023
21-08-2023
12-09-2023
19-09-2023
26-09-2023
03-10-2023
10-10-2023
LKMNH
17-10-2023
2023
24-10-2023
31-10-2023
REACHED 64.70 TL FROM 34.14 TL, PROVIDING
07-11-2023
Local
89.51% RETURN COMPARED TO THE BEGINNING
14-11-2023
21-11-2023
28-11-2023
05-12-2023
12-12-2023
19-12-2023
26-12-2023
94.9%
Foreign
BIST100
Local
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135.6
189.51
•2023
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Annual
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Market value
Million TL
2400 2,329
2200
2000
1800
1600
1400
1,242
1200
one thousand
800
600
474
400
258
0
2016 2017 2018 2019 2020 2021 2022 2023
million USD
79
80
70 66
60
50
40 37 37
35
30 25
20 23
20
10
0
2016 2017 2018 2019 2020 2021 2022 2023
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INVESTOR RELATIONS
DEPARTMENT (YIB)
The Investor Relations Department was established Within the scope of Article 11, our company's Financial
in order to respond to shareholders' questions accurately Affairs Manager Ömer EKER has been appointed as
and in a timely manner. This unit plays an active role Investor Relations Department Manager and Corporate
in protecting and facilitating the exercise of shareholder Governance Committee member to fulfill the duties
rights, especially the right to obtain and review information. of the Investor Relations Department. At the same
Capital Markets Board's Corporate Governance time, Financial Affairs Officer Ali Ertürk was appointed as
Communiqué numbered II.17-1 Investor Relations Officer.
In accordance with the relevant communiqué, information regarding Investor Relations officials is below.
Name and surname Mission License Document Type License Document Number Mail
Omer Eker Financial Affairs and Capital Market Forward 206113-701799 oeker@lokmanhekim.com.tr
License
Ali Erturk - -
Investor Relations aerturk@lokmanhekim.com.tr
Responsible
All questions that are not trade secrets are answered by Financial statements were made available to the public
YÿB, observing the principle of equality, and company on a quarterly basis within the legal period through
management and shareholders are ensured to be in the Public Disclosure Platform.
constant communication. specified in the legislation
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Compliance with Corporate Governance Principles Principles of Activity of the Board of Directors
Declaration
The board of directors carries out its activities in a
The corporate governance principles included in the transparent, accountable, fair and responsible manner.
Capital Markets Board's Communiqué on Determination The board of directors meets as often as possible to
and Implementation of Corporate Governance Principles effectively fulfill its duties.
are adopted by our company and these principles The chairman of the board of directors determines the
are largely implemented. Our company's work is agenda of the board of directors meetings in consultation
carried out within the framework of the responsibility of with other board members and the chief executive officer/
these principles. general manager. Members take care to attend every
meeting and express their opinions.
Each member of the board of directors has one vote.
Structure and Formation of the Board of Directors
The company consists of Chairman of the Board of The related board member does not vote on related party
Directors Mustafa SARIOÿLU, Vice Chairman Mehmet transactions in related board meetings.
ALTUÿ, Member Celil GÖÇER, Member Ömer
GÖKTAÿ, Member Nazÿm BÿLGEN, Member ÿrfan
GÜVENDÿ, Member Temel ÜNLÜ, Independent Member The provisions of the Turkish Commercial Code, Capital
Mehmet ALDANMAZ and Independent Member Yusuf TÜLEK. Markets Law and other relevant legislation are complied
with regarding the ceremony of the Board of Directors
meetings. Board of directors meetings can also be held
Members of the Board of Directors are elected by the electronically when deemed necessary. The Board
General Assembly for a maximum of three years in of Directors meets with the majority of the total number of
accordance with the articles of association. Board members members and takes decisions with the majority of the
whose term of office has expired may be re-elected. The members present at the meeting. In case of a tie in votes,
affairs and administration of the company are the issue is postponed to the next meeting. If there is a tie
managed by the board of directors, consisting of at in votes on the same issue at the next meeting, the
least 7 or 9 people, the majority of whom are non-executive, motion is deemed rejected.
elected by the general assembly. Of the board of
directors to be elected by the general assembly, 5
people if it consists of 7 people and 6 people if it
consists of 9 people must be elected by the general Unless a general assembly decision regarding important
assembly from among the candidates jointly nominated transactions is required in accordance with
by the partners holding at least 51% of Group A shares. the relevant legislation, the approval of the majority of
independent members is required in order to execute the
board of directors' decision regarding such
transactions.
In order for shareholders who hold management control,
members of the board of directors, senior managers and Created by the Board of Directors
their spouses and relatives by blood or marriage Number, Structure and Independence of Committees
up to the second degree to engage in transactions
that may cause a conflict of interest and compete with the By appointing our independent members to the Audit
company or its subsidiaries, prior approval must be given by Committee, which was previously established within our
the general assembly and they must have the say. If the Board of Directors, with the decision taken at the meeting
transactions in question have been carried out, dated 09.04.2012,
information regarding the transactions is given at
the general assembly.
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The desired structuring has been created in accordance We tried to reach as many shareholders as
with the Corporate Governance Principles Communiqué. possible by sending e-mails to our shareholders and
The Early Detection of Risk Committee has been repeating the invitation by calling them twice by phone.
established, and the Corporate Governance
Committee has been established to also perform the duties
of the Nomination Committee and Remuneration Committee.
The Ordinary General Assembly convenes within three months
from the end of the company's accounting period and at
Risk Management and Internal Control Mechanism least once a year.
The provisions of the Turkish Commercial Code and
The board of directors elects the Early Detection of Risk the Capital Markets Law apply to the convocation of the
Committee to monitor and control the risks faced by General Assembly for Ordinary and Extraordinary meetings.
the company and takes the necessary measures by At the General Assembly meetings, shareholders may have
evaluating its work. An internal control system has themselves represented by other shareholders or by
been established to control all transactions and a proxy appointed from outside, in accordance with
operations of our company in order to ensure that its the provisions of the capital markets legislation. A copy of the
activities are effective and efficient, to prepare financial power of attorney has been presented to our
reports reliably, to carry out in accordance with shareholders' attention both on our website and in the
legal regulations, to take the necessary precautions, annex to the meeting agenda.
to establish new systems for the healthy progress of the
operation, and to ensure the necessary coordination. The
internal control system helps the company management to
protect company assets, prevent resource and income Our company's 2022 ordinary general assembly
losses, make correct and purposeful decisions, and meeting was held with the presence of a sufficient number
prevent and detect fraud and fraud. In our internal of partners in person and by proxy.
control system, all process-related units, their duties, rules
and what needs to be done have been determined. In global
competition, company management examines and In order for shareholders holding management control,
evaluates the reports produced by the weekly and members of the board of directors, senior managers and their
monthly internal control system on regularly determined spouses and relatives by blood and marriage up to
days and organizes the road map in line with the company the second degree to engage in transactions that
goals. may cause a conflict of interest with the company or its
subsidiaries and to compete, it must be made open to the
public, including the media. There is no regulation.
1.1.2 - Information and disclosures that may affect the exercise of shareholder rights are made available to
investors on the corporate website of the partnership.
1.2.1- Company management has avoided taking any action that would make it difficult to conduct a special audit.
1.3.2 - The Company has ensured that the agenda of the General Assembly is clearly expressed and each proposal is
given under a separate heading.
1.3.7 - Persons who have privileged access to partnership information have informed the board of directors about the
transactions carried out on their behalf within the scope of the partnership's field of activity to be added to the agenda
in order to provide information at the general assembly.
1.3.8 - Members of the board of directors, other relevant persons, officials and auditors responsible for the preparation of the
financial statements were present at the general assembly meeting regarding the issues of special importance on the
agenda.
1.3.10 - In the agenda of the general assembly, the amounts of all donations and aid and the beneficiaries are included
in a separate item.
1.3.11 - The General Assembly meeting was held open to the public, including stakeholders and the media, without
the right to speak.
1.4. SUFFRAGE
1.4.1 - There are no restrictions or practices that make it difficult for shareholders to exercise their voting rights.
1.4.2 - The company does not have shares with privileged voting rights.
1.4.3 - The Company has not exercised its voting rights in the General Assembly of any partnership with which it has a
mutual participation relationship, which brings with it a dominance relationship.
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1.5.1- The company has paid utmost attention to ensuring that minority rights are exercised.
1.5.2 - Minority rights are also granted to those who own less than one twentieth of the capital, and the scope of
minority rights are regulated and expanded in the articles of association.
1.6.1 - The profit distribution policy approved by the general assembly is disclosed to the public on the corporate
website of the partnership.
1.6.2 - The profit distribution policy contains minimum information that is clear enough to enable shareholders to predict
the procedures and principles of distribution of profits that the partnership will obtain in future periods.
1.6.3 - The reasons for not distributing profits and the way the undistributed profits will be used are stated in
the relevant agenda item.
1.6.4 - The board of directors has reviewed whether balance is achieved between the interests of the shareholders
and the partnership interest in the profit distribution policy.
2.1.1 - The company's corporate website contains all the elements included in the corporate governance principle
numbered 2.1.1.
2.1.2-Share ownership structure (names, privileges, number of shares and ratio of real person shareholders holding
more than 5% of the issued capital) is updated on the corporate website at least every 6 months.
2.1.4 - The information on the company's corporate website has been prepared in foreign languages selected
according to need, with exactly the same content as Turkish.
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2.2.1 - The board of directors ensures that the annual activity report fully and accurately reflects
the company's activities.
2.2.2 - The annual activity report includes all the elements specified in principle 2.2.2.
3.1.1- The rights of stakeholders are protected within the framework of relevant regulations,
contracts and good faith rules.
3.1.3 - Policies and procedures regarding the rights of stakeholders are published on the company's
corporate website.
3.1.4 - Necessary mechanisms have been established for stakeholders to report transactions
that are contrary to legislation and unethical.
3.1.5 - The company handles conflicts of interest among stakeholders in a balanced manner.
3.2.2 - Methods such as surveys/consultation have been applied to obtain the opinions of
stakeholders in important decisions that have consequences for stakeholders.
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3.4.1 - The company measured customer satisfaction and operated with the understanding of
unconditional customer satisfaction.
3.3.3 - The company has a Human Resources Development Policy and organizes training for employees
within this scope.
3.3.4 - Meetings were held to inform employees about issues such as the company's financial situation,
remuneration, career planning, education and health.
3.3.5 - Decisions that may affect employees are notified to them and their representatives.
The opinions of the relevant unions were also taken on these issues.
3.3.6 - Job descriptions and performance criteria have been prepared in detail for all employees,
announced to them and used in remuneration decisions.
3.3.7 - Measures such as procedures, training, awareness raising, targets, monitoring and complaint
mechanisms have been taken to prevent discrimination among employees and to protect employees against
physical, mental and emotional mistreatment within the company.
3.3.8 - The company supports the freedom of association and the effective recognition of the right to collective
bargaining.
3.4.1 - The company measured customer satisfaction and operated with the understanding of
unconditional customer satisfaction.
3.4.2 - If there is a delay in processing the customer's requests for the goods and services purchased,
this situation is notified to the customers.
3.4.3 - The company adheres to quality standards regarding goods and services.
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3.4.4 - The company has controls to protect the confidentiality of sensitive trade secret information of customers and
suppliers.
3.5.1 - The board of directors determined the Code of Ethical Conduct and published it on the company's corporate
website.
3.5.2 - The partnership is sensitive to social responsibility. It has taken measures to prevent corruption and bribery.
4.1.1 - The board of directors ensures that strategies and risks do not threaten the long-term interests of the company and
that effective risk management is implemented.
4.1.2 - The meeting agenda and minutes reveal that the board of directors discusses and approves the company's
strategic goals, determines the resources needed and monitors the performance of the management.
4.2.1 - The board of directors has documented its activities and submitted them to the information of the shareholders.
4.2.2 - The duties and powers of the board members are explained in the annual activity report.
4.2.3 - The board of directors has established an internal control system appropriate to the scale of the company
and the complexity of its activities.
4.2.4 - Information on the functioning and effectiveness of the internal control system is given in the annual activity
report.
4.2.5 - The duties of the chairman of the board of directors and the chief executive (general manager) are separated and
defined.
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4.2.7-The board of directors ensures that the investor relations department and corporate
governance committee work effectively and works in close cooperation with the investor relations
department and corporate governance committee in resolving disputes between the company and
shareholders and in communicating with shareholders.
4.2.8 - The Company has taken out director liability insurance for an amount exceeding 25% of the capital,
regarding the damage that may be caused to the company by the members of the board of directors due to
their faults during the performance of their duties.
4.3.9 - A policy has been established to achieve this goal by setting a minimum target of 25% for the
female member rate in the company's board of directors. The structure of the board of directors is
reviewed annually and the candidate selection process is carried out in accordance with this policy.
4.3.10 - At least one of the members of the audit committee has 5 years of experience in auditing/
accounting and finance.
4.4.2 - The board of directors has defined a minimum period for sending information and documents
regarding the issues on the agenda to all members before the meeting.
4.4.3 - The opinions of the member who could not attend the meeting but submitted his opinions in writing to the
board of directors were presented to the information of other members.
4.4.5 - The manner in which the board of directors meetings will be held is written down in internal
company regulations.
4.4.6 - The board of directors meeting minutes show that all items on the agenda were discussed
and the decision minutes are prepared to include dissenting opinions.
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4.4.7 - Board members are restricted from taking on other duties outside the company.
The duties of the board members outside the company were presented to the shareholders at the general
assembly meeting.
4.5.6 - The committees invited the people they deemed necessary to the meetings and received their opinions.
4.5.7 - Information about the independence of the person/organization from which the Committee receives consultancy
services is included in the annual activity report.
4.5.8 - A report on the results of the committee meetings was prepared and presented to the board
members.
4.6.1 - The board of directors carried out a performance evaluation to evaluate whether it fulfills its
responsibilities effectively.
4.6.4 - The Company has not extended loans to any of the members of the board of directors or managers with
administrative responsibilities, extended the duration of the lent debt, improved the conditions, provided
loans under a personal loan title through third parties, or provided guarantees such as surety in their favor.
4.6.5 - Remunerations paid to board members and managers with administrative responsibilities are disclosed
on an individual basis in the annual activity report.
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LOKMAN HEKÿM ENGÜRÜSAÿ HEALTH, TOURISM, EDUCATION SERVICES AND CONSTRUCTION COMMITMENT
INCORPORATED COMPANY
Opinion
Since we have audited the consolidated financial statements of LOKMAN HEKÿM ENGÜRÜSAÿ SAÿLIK,
TOURISM, EÿÿTÿM HÿZMETLERÿ VE ÿNÿAAT TAAHÜT ANONÿM ÿÿRKETÿ and (“Company”) for the accounting
period of 01.01.2023-31.12.2023, we have also audited the annual activity report for this accounting period.
In our opinion, the full set of consolidated financial information included in the annual activity report of the Board of Directors and the
analysis of the Board of Directors about the Company's situation are consistent, in all material respects, with the audited financial
statements and the information we obtained during the independent audit and reflect the truth.
Our independent audit is in accordance with the independent auditing standards published by the Capital Markets Board ("CMB") and the
Independent Auditing Standards ("ISAs"), which are part of the Turkish Auditing Standards published by the Public Oversight, Accounting
and Auditing Standards Authority ("KGK"). was carried out appropriately. Our responsibilities under these Standards are further described
in the Independent Auditor's Responsibilities for the Independent Audit of the Annual Report section of our report. We declare that we are
independent from the Company in accordance with the Ethical Rules for Independent Auditors (“Including Independence Standards”)
published by the POA (“Ethical Rules”) and the ethical provisions contained in the legislation regarding independent auditing. Other ethics-
related responsibilities within the scope of the Code of Ethics and legislation have also been fulfilled by us. We believe that the independent
audit evidence we obtained during the independent audit provides a sufficient and appropriate basis for forming our opinion.
About the Company's full set financial statements for the accounting period 01.01.2022 - 31.12.2022 01 March 2023
We have expressed a positive opinion in our auditor's report dated 11.02.2019.
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The company management is responsible for the following regarding the annual activity report according to Articles 514 and 516 of
the Turkish Commercial Code:
a) Prepares the annual activity report within the first three months following the balance sheet date and submits it to the general assembly.
b) Annual activity report; It prepares the Company in a way that reflects the flow of its activities for that year and its financial
situation in every aspect in an accurate, complete, straightforward, realistic and honest manner. In this report, the financial
situation is evaluated according to the financial statements. The report also states that the Company
developments and possible risks are also clearly indicated. The evaluation of the board of directors regarding these issues
is also included in the report.
• Events of particular importance that occurred in the Company after the end of the operating year,
• Financial benefits such as wages, premiums, bonuses paid to board members and senior managers, allowances, travel,
accommodation and representation expenses, in-kind and cash opportunities, insurance and similar guarantees.
While preparing the activity report, the board of directors also takes into account the secondary legislation regulations made by the Ministry
of Commerce and relevant institutions.
Responsibility of the Independent Auditor Regarding the Independent Audit of the Annual Activity Report
Our aim is to express an opinion on whether the financial information included in the annual activity report and the analysis made by
the Board of Directors, within the framework of the provisions of the Turkish Commercial Code, are consistent with the audited
financial statements of the Company and the information we obtained during the independent audit and whether they reflect the truth,
and to prepare a report containing our opinion.
Our independent audit was conducted in accordance with ISAs. These standards require compliance with ethical provisions and the
independent audit to be planned and carried out to obtain reasonable assurance as to whether the financial information included in
the annual report and the analysis made by the Board of Directors are consistent with the full set of financial statements and the
information obtained during the audit and whether they reflect the truth.
Ankara, 06.03.2024
Responsible Auditor
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Footnote
No. 31.12.2023 31.12.2022
ASSETS
Current Assets
Cash and cash equivalents [4] 37,615,066 73,926,670
Commercial debts [6] 307,917,819 236,676,475
Fixed Assets
Footnote
No. 31.12.2023 31.12.2022
RESOURCES
Short-Term Liabilities
Short-term provisions for employee benefits • Other short-term provisions 8,809,414 12,287,298
3,597,993 4,685,539
2,500,746
Equity
Shareholders' equity of the parent 1,243,881,109 989,974,408
Accumulated other comprehensive income (expense) that will not be [21] -66,725,152 -31,245,669
LHÜ ANKARA LHÜ SÖÿÜTÖZÜ AKAY BUNDLE MEATLIC ISTANBUL LIFE VAN
HOSPITAL DENTAL HOSPITAL HOSPITAL MEDICAL CENTER HOSPITAL HOSPITAL HOSPITAL HOSPITAL
Andiçen Mah. Polatlÿ 2 Söÿütözü Mah. Buklum Street Vatan Cad. No: 81 Day Dr. Tevfik Yeniÿehir Mah. Serhat Mah. Cumhuriyet Mah.
Cad. ÿdil Sokak No: 2179 Ave. No: 4 No: 4 Kavaklÿdere Demetevler Saÿlam Cad. No: 119 Kardelen St. Milli Egemenlik Cad. Zübeyde Hanÿm
44 Sincan Ankara/ Ankara/Türkiye Ankara Turkey Yenimahalle Etlik Keçiören No: 2 Pendik No: 56 Van/Türkiye Cad. No: 87
Türkiye Ankara/Türkiye Ankara/Türkiye Istanbul Turkey Van/Türkiye