Key Highlights from the 2025 Financial Reports (English)

• Net Profit: The Group achieved a net profit of 5,555,079,234 TL in 2025, significantly exceeding the previous year’s profit of 2,870,030,632 TL.
• Total Assets: The company’s total assets reached 466,853,140,926 TL, up from 268.8 billion TL in 2024.
• Private Pension System (BES): The total portfolio size of BES funds reached 401,341,891,543 TL, with the number of participants exceeding 2.78 million.
• Entry into Health Insurance: The company obtained its health/sickness insurance license on April 30, 2025, and commenced sales of health insurance products as of October 2025.
• Earnings Per Share (EPS): Earnings per share increased from 0.1595 TL in 2024 to 0.3086 TL in 2025.
• Equity: Total equity reached 10,090,449,625 TL.

Beyond the Nominal Mirage: How AgeSA’s Strategic Pivot Redefined the Financial Powerhouse in 2025

In a global landscape where persistent inflation and market volatility have begun to erode traditional savings, the mandate for major financial institutions has shifted. It is no longer enough to simply manage assets; companies must now act as architects of resilience, evolving their business models to protect and grow wealth in real terms. In this volatile economy, AgeSA Hayat ve Emeklilik—the formidable joint venture between Sabancı Holding and the international insurance giant Ageas—has emerged as a primary case study in structural evolution.

The release of AgeSA’s 2025 year-end consolidated results signals the end of its era as a specialized pension player and the birth of a multi-line financial powerhouse. While the headline figures are undeniably strong, they represent more than just a successful fiscal year; they reveal a company in the midst of a profound transformation, repositioning itself to capture the next decade of growth in the Turkish insurance sector.

The 100% Surge: Analyzing the Nominal Record

The most immediate “signal” within the 2025 report is the staggering jump in the bottom line. AgeSA reported a Net Period Profit (Dönem Net Karı) of 5,555,079,234 TL, nearly doubling the 2,871,345,742 TL recorded in 2024.

While a 93.5% increase is remarkable, a sophisticated analyst must view this through the local inflationary backdrop. As the company opted not to apply “Inflation Accounting” (TMS 29) per SEDDK regulations, this is a nominal record. However, the true indicator of health is not just the total profit, but the velocity of growth and the diversification of its sources. This growth is validated by the highest levels of professional scrutiny, with the Independent Auditor’s Report, signed by Ferda Akkılınç Ilıca of DRT Bağımsız Denetim (Deloitte), providing the necessary “fair view” stamp of approval:

“In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2025, and its consolidated financial performance and its consolidated cash flows… in accordance with ‘Insurance Accounting and Financial Reporting Legislation’.”

The Health Signal: A Smoking Gun in the Technical Balance

If the profit surge is the headline, the “health pivot” is the underlying story. For years, AgeSA was synonymous with pensions and life insurance. In 2025, that narrative changed. Following a strategic decision in March and license approval from the SEDDK on April 30, 2025, the company integrated Medisa Sigorta A.Ş. and officially launched health insurance products in October.

The “smoking gun” of this pivot’s success is buried in the Non-Life Technical Balance (Hayat Dışı Teknik Bölüm Dengesi). This segment, which yielded a negligible 29.5 million TL in 2024, exploded to over 754 million TL in 2025. This indicates that the health branch is not merely a supplementary line of business; it is already a significant contributor to the group’s profitability and a successful engine of diversification.

Managing the Half-Trillion Portfolio: Scaling vs. Cash Cows

The sheer scale of AgeSA’s balance sheet has entered a new stratosphere. Total Assets (Varlıklar Toplamı) surged to 466,853,140,926 TL in 2025, up from 268,785,843,836 TL the previous year. The management of nearly half a trillion TL is anchored by nearly 401 Billion TL in pension-related receivables.

A granular look at the Technical Balance triad reveals the current strategic reality of the firm:

• Life Technical Balance: 4,205,060,399 TL (The Group’s primary cash cow)
• Non-Life Technical Balance: 754,451,772 TL (The high-growth health engine)
• Pension Technical Balance: -1,879,223,482 TL (A scaling phase investment)

The negative balance in the pension segment should not be mistaken for weakness. Rather, with 6.64 Billion TL in operating expenses (Faaliyet Giderleri) for the pension segment, AgeSA is clearly front-loading costs. By absorbing high acquisition and management expenses now, they are effectively securing their dominance over a 401 Billion TL asset base, ensuring future long-term profitability.

Structural Streamlining: The Actuarial Bedrock

Beneath the growth narrative lies a commitment to underwriting discipline and structural streamlining. A critical focal point in the audit was the Mathematical Reserves (Matematik Karşılıklar), valued at 39,245,476,269 TL.

Deloitte identified this as a “Key Audit Matter” not merely because of its size, but because it involves “significant estimates and management judgments” (önemli tahminler ve yönetim yargıları). This highlights that AgeSA’s stability is built on the precision of its actuarial assumptions. Furthermore, the group has been aggressively “cleaning” its portfolio; the strategic merger of various funds—such as folding the “Karma Grup” into the “Hisse Senedi Grup”—indicates a move toward a leaner, more efficient fund management strategy designed to reduce administrative overhead and simplify the path for participants.

The 2030 War Chest: A Capital Surge

AgeSA is signaling that its current momentum is only the beginning. Post-balance sheet events reveal a massive expansion of its “dry powder.” On January 15, 2026, the Board moved to increase the registered capital ceiling (Kayıtlı Sermaye Tavanı) from 500 Million TL to 3 Billion TL for the 2026–2030 period.

This 600% increase in the capital ceiling provides the Sabancı-Ageas partnership with a substantial war chest. It suggests that the group is gearing up for a decade of aggressive investment, likely focused on further M&A activity in the health sector or a total digital infrastructure overhaul to support its half-trillion-lira scale.

Conclusion: The Blueprint for a Powerhouse

AgeSA’s 2025 performance is a study in calculated diversification. By successfully integrating Medisa and pivoting into the health sector, the company has transformed its revenue profile while maintaining its dominance in the life insurance market.

While the nominal 100% profit surge is the number that grabs attention, the structural shifts—the 754 million TL non-life technical balance and the six-fold capital ceiling increase—are the true markers of the future. With the health sector now contributing significantly to the group’s health and the capital base poised for an unprecedented jump, the question for the market is no longer if AgeSA can grow, but how quickly it will redefine the limits of a modern financial powerhouse. Is this surge a temporary peak, or have we just witnessed the successful execution of a new industry blueprint?

Briefing Document: AgeSA Hayat ve Emeklilik A.Ş. 2025 Consolidated Financial Performance

Executive Summary

This document provides a comprehensive synthesis of the consolidated financial reports for AgeSA Hayat ve Emeklilik A.Ş. (the “Company” or “Group”) for the fiscal year ending December 31, 2025. The reports, audited by Deloitte (DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.), present a picture of significant growth in assets and profitability, despite a challenging technical balance in the pension segment.

Critical Takeaways:

• Audit Opinion: The Group received an unqualified (“clean”) opinion. The financial statements fairly represent the Group’s financial position in accordance with Insurance Accounting and Financial Reporting Legislation.
• Profitability: Net profit for the period reached 5,555,079,234 TL, a substantial increase from the 2,871,345,742 TL reported in 2024.
• Asset Growth: Total assets surged to 466,853,140,926 TL, compared to 268,785,843,836 TL at the end of 2024.
• Equity: Total equity nearly doubled, moving from 5.45 billion TL in 2024 to 10.09 billion TL in 2025.
• Strategic Expansion: The Group officially entered the health/sickness insurance branch in October 2025 and finalized the 100% acquisition and capital increase of its subsidiary, Medisa Sigorta A.Ş.

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1. Independent Audit Results and Key Audit Matters

1.1 Audit Opinion

The independent auditor, Deloitte, confirmed that the consolidated financial statements as of December 31, 2025, comply with relevant insurance accounting regulations in all material respects. The audit was conducted in accordance with Turkish Auditing Standards (BDS).

1.2 Key Audit Matter: Mathematical Reserves

The most critical area of focus during the audit was the calculation of Mathematical Reserves, which totaled 39,245,476,269 TL as of December 31, 2025.

• Rationale for Focus: These reserves involve complex actuarial estimations, long-term management judgments, and significant technical assumptions (interest rates, mortality rates, etc.).
• Audit Approach: Actuaries independently recalculated reserves for a sample of policies and tested the design and implementation of management’s internal controls regarding these calculations.

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2. Financial Position and Asset Structure

The Group’s balance sheet reflects a massive expansion in scale, driven primarily by pension and life insurance activities.

2.1 Balance Sheet Summary (TL)

2.2 Asset Composition Highlights

• Financial Investments (Risk on Policyholders): A major component of assets, totaling 36,153,313,038 TL, representing investments where the financial risk belongs to life insurance policyholders.
• Receivables from Pension Activities: These constitute the bulk of non-current assets, reaching 401,341,891,543 TL.
• Cash and Equivalents: Increased to 9.22 billion TL, reflecting strong liquidity.

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3. Analysis of Operational Performance

The Group’s technical results show divergent performance across its three primary business segments: Life, Non-Life, and Pensions.

3.1 Technical Segment Balances (TL)

• Life Technical Balance: 4,205,060,399 TL (Significant growth from 1.85 billion TL in 2024).
• Non-Life Technical Balance: 754,451,772 TL (Up from 29.5 million TL in 2024).
• Pension Technical Balance: (1,879,223,482) TL (A deepened loss compared to the 1.30 billion TL loss in 2024).

3.2 Income Statement Key Figures

• Gross Written Premiums (Life): 24,073,963,541 TL.
• Gross Written Premiums (Non-Life): 5,840,165,810 TL.
• Investment Income: Totaled 6,761,299,701 TL, a major contributor to the bottom line, helping offset technical losses in the pension segment.
• Operating Expenses: The Group saw an increase in activity expenses, reaching 6,747,843,724 TL in the life branch and 6,645,471,082 TL in the pension branch.

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4. Corporate Structure and Strategic Developments

4.1 Ownership and Subsidiaries

AgeSA operates under the joint management of Ageas Insurance International NV and Hacı Ömer Sabancı Holding A.Ş., each holding a 40% stake. 19.91% of shares are publicly traded on Borsa İstanbul.

Subsidiary Developments:

• Medisa Sigorta A.Ş.: Originally an 80% subsidiary, AgeSA increased its stake to 100% on December 20, 2024. In early 2025, Medisa underwent a capital increase of 650 million TL, bringing its total capital to 1.15 billion TL.
• AgeSA Sigorta Aracılığı A.Ş.: A 100% owned insurance brokerage subsidiary.

4.2 Expansion into Health Insurance

A major strategic shift occurred in 2025. On March 26, the Board decided to apply for a health/sickness insurance license. Approval was granted by SEDDK on April 30, 2025, and the Company began selling health insurance products in October 2025.

4.3 Human Resources

The Group’s average employee count increased to 2,233 in 2025 (up from 2,042 in 2024).

• Upper/Middle Management: 353
• Other Personnel: 1,880

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5. Regulatory and Accounting Framework

5.1 Inflation Accounting (TMS 29)

Despite high inflation, the Group did not apply inflation adjustment to its 2025 financial statements. This follows the SEDDK Circular (2025/33), which decided against the implementation of inflation accounting for insurance and pension companies for the 2025 period.

5.2 Transition to TFRS 17

The transition to TFRS 17 (Insurance Contracts) has been officially postponed. While originally intended for earlier implementation, SEDDK regulations (issued December 15, 2025) have set the new effective date for TFRS 17 as January 1, 2027. The Group is currently analyzing the quantitative effects of this transition, which is expected to significantly impact the measurement of insurance liabilities and revenue recognition.

5.3 Capital Ceiling Increase

Post-balance sheet, on January 15, 2026, the Board decided to increase the registered capital ceiling from 500 million TL to 3.0 billion TL for the 2026-2030 period, subject to General Assembly approval.

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6. Significant Quotes and Statements

“In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2025… in accordance with the ‘Insurance Accounting and Financial Reporting Legislation’.” — Deloitte Independent Auditor’s Report

“The reason for our focus on this area during our audit is the quantitative significance of mathematical reserves… and the fact that it contains significant estimates and management judgments by nature.” — Independent Auditor on Mathematical Reserves

“AgeSA Hayat ve Emeklilik A.Ş… has obtained an operating license in the sickness/health insurance branch as of April 30, 2025, and started selling health insurance products as of October 2025.” — Notes to the Financial Statements