TOFAS TÜRK OTOMOBIL FABRIKASI ANONIM SIRKETI 1. INVITATION TO ORDINARY GENERAL ASSEMBLY MEETING DATED 31/03/2016
Ordinary General Assembly Meeting of the Company to review 2015activities and discuss the following agenda will be held on 31.03.2016 Thursday at 10:00 at "Buyukdere Caddesi Tofa Han No: 145 Zincirlikuyu 34394 i li-istanbul (Phone:0212 275 33 90(pbx), Fax:0212 275 39 88)".
This Notification Note including 2015Financial Tables, Independent Audit Report,Profit Distribution proposal and Activity Report and annexed Corporate Governance Principles Compliance Report and these items of the agenda and the explanations required for compliance to Capital Markets Board regulations will be made available for the review of shareholders three weeks prior to the meeting as legally required at the Company Headquarters in Istanbul,Bursa Plant,corporate web site (www.tofas.com.tr) and via Merkezi Kay1t Kuruluu Electronic General Assembly System.
Shareholders who will not personally attend the meeting and will attend through the electronic system should, with their rights and liabilities reserved, provide a letter of representation in accordance with the attached sample or take a letter of representation sample form Yap1 Kredi Yatmm Menkul Degerler A.$.(Yap1 Kredi Plaza I Levent istanbul),other Company units or Company website (www.tofas.com.tr) and meet the requirements set forth by "Communique on Voting by Proxy and Collection of Proxy by Invitation"11-30.1in force after being issued on the Official Gazette 28861dated 24.12.2013and submit the letter of representation with a notary public approved signature to the Company.A letter of representation is not required for a representative assigned electronically through the Electronic General Assembly System. Any letter of representation not compliant with the attached sample of the letter of representation required as per such Communique will not be accepted to our legal liabilities.
Shareholders who will vote using the Electronic General Assembly System can access information regarding their liabilities as per the related Regulations and the Communique from the Central Registration Agency ,Company website (www.tofas.com.tr) and Company headquarters (Phone: 0212 337 09 20or 0212 275 33 90Extension:2749).
As required by the New Turkish Commercial Code 6102Article 415Paragraph 4and Capital Markets Board Law Article 30Paragraph 1,General Assembly attendance and voting rights are not dependent on storage of shares. In this context,shareholders are not required to block their shares to attend the General Assembly Meeting.
The voting of Agenda of the Ordinary General Assembly Meeting will be exercised by way of open voting by raising hands,with the provisions regarding electronic voting reserved.
All stakeholders that own rights and interests as well as members of press-media are invited to our General Assembly meeting.
No notification will be made to the Shareholders via registered mail for registered shares quoted into the Stock Market as per the Capital Markets Law.
This is to inform our esteemed Shareholders.
TOFA TURK OTOMOBi L FABRiKASIA. . BOARD OFDIRECTORS
Company Address: BOyOkdereCaddesi Tota HanNo: 145 Zincirlikuyu 34394 $ili -Istanbul Istanbul Trade Registry and Number: Istanbul Trade Registry- 100324 I 46239
(Invitation to Ordinary General Assembly and sample Letter of Representation areissued inthe Turkish Trade Registry Gazette 9027 dated08.03.2016.)
2. ADDITIONAL EXPLANATIONS ON CMB REGULATIONS
Additional explanations which are required as per "CorporateGovernance Communique" 11-17.1dated 3 January 2014 by Capital Markets Board ("CMB")and relevant with the agenda items are included in the agenda itemsbelow and other requiredexplanations are notified in this section:
2.1. Shareholding Structure and Voting Rights
Total number of shares and voting rights reflecting the partnership structure of the company as of the date of announcement of this Information Document and number of shares and voting rights reflecting the privileged share groups and the nature of privileges, if any, are given below:
Group A privileged shares with 1 vote per each totaling to 18.927.985.687 shares representing 37.8560% of the issued capital of TL 500,000,000 of the Company hold 37.8560%of the total voting rights. Group D shares with 1 vote per each totaling to 18.927.985.687 shares representing 37.8560%of the capital hold 37.8560%of the total voting rights.Group D public sharescomposing other shareholders totals to 12,144,028,626 shares representing 24.2880% of thetotal voting rights. There are no votingprivileges.
The issuedcapital of the Company isTL 500.000.000.- (Five hundred million TL) fully paid.The number and the total values of Group A, D and E shares, all of which are registered shares, representing the Company's capital TL 500,000,000.- are shown in the following table in groups.
Allocation of the Capital amounti ng TL 500,000,000.- i n termsof Group A,D, and E Shares:
Group | Amount of Shares (Nominal TL) | Capital Ratio (%) | Voting Right | Voting Right Rates (%) |
Group A - Registered | 189,279,856.87 | 37.8560 | 18,927,985,687 | 37.8560 |
Group D- Registered | 189,279,856.87 | 37.8560 | 18,927,985,687 | 37.8560 |
Group E - | 121,440,286.26 | 24.2880 | 12,144,028.626 | 24.2880 |
Registered |
TOTAL 500,000,000.00 10050,000,000,000- 100
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Regarding the changes on management and activities of our company at previous periods and future plans which significantly effect company [and affiliates] activities and the reasons for these changes, there are not such management or activity changes, whether completed or estimated.
Requests by shareholders regarding added agenda items submitted in written to the Investor Relations Department, if rejected by the board,are listed below with the reasons for such rejection:
No such request is made for the Ordinary General Assembly Meeting for 2015 activities.
EXPLANATIONS ON THE AGENDA OF ORDINARY GENERAL ASSEMBLY MEETING DATED 31.03.2016
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Opening and election of Meeting Chairmanship,
The election will be made for the Chairman who will chair the General Assembly Meeting pursuant to "TurkishCommercial Code 6102" (TCC), "Regulationson Procedures and Principles for General Assembly Meetings of Joint Stock Companies and Ministry of Customs and Commerce Representatives to Attend Such Meetings" ("Regulations" or "General Assembly Regulations") and Article 7 of the General Assembly Internal Regulations.Chairman will assign minimum one Meeting Minutes Recorder as per the General Assembly Internal Regulations.Chairman can assign required number of vote collectors.
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Reading, discussion and approval of 2014 Activity Report prepared by theCompany's Board of Directors,
Information will be provided on the 2015 Activity Report including the Corporate Governance Compliance Report created as per Tax Procedure Law which were made available at Company Headquarters in Istanbul, Bursa Plant, MKK Electronic General Assembly Portal and Company website(www .tofas .com .tr) three weeks prior to the General Assembly meeting within the scope of TCC, Regulation and Capital Markets Board legislation and comments and approval of the Shareholders will be taken.
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Reading of Independent Audit Report Summary for2014 accounting period,
Independent Audit Report created as per TCC, Regulation and Capital Markets Board legislation and made available at Company Headquarters in Istanbul, Bursa Plant,MKK Electronic General Assembly Portal and Company website(www .tofas .com .tr) three weeks prior to the General Assembly meeting will be submitted to the review and approval of the General Assembly and comments of our Shareholders will be taken.
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Reading, discussion and approval of 2014 Financial Statements,
Information will be provided on financial tables and legal financial statements created as per Tax Procedure Law which were made available at Company
Headquarters in Istanbul, Bursa Plant, MKK Electronic General Assembly Portal and Company website (www .tofas .com .tr) three weeks prior to the General Assembly meeting within the scope of TCC, Regulation and Capital Markets Board legislation and comments and approval of the Shareholders will be taken.
Approval of replacements of the members of Board of Directors within the year under Article 363 of Turkish Commercial Code,
After the General Assembly on 27.03.2015 ,Board Member Mr.Osman Turgay Durak's term has expired during the term as per TCC Article 363 due to his retirement and therefore Mr. Levent .04.2015 to complete the term.Furthermore, Board Member Mr.Ali Aydin Pand1r's term has expired due to his resignation and therefore Mr. Giorgio Fossati has been assigned as Board Member with the Board Decision 2016/04 dated 18.02.2016 to complete the term.
Resumes of Mr.Levent ,appointed during the term,are attached as ANNEX/1as per CMB Corporate Governance Principle 1.3.1.
Acquittal of each Board Member for 2015 activities of the Company,
Acquittal of the each member of the Board of Directors from liability in respect of the operations, activities and accounts in 2015 pursuant to provisions of TCC and Regulations .
Approval, approval with amendment or rejection of the Board's proposal on appropriation of 2015 profits and the date of appropriation created as per the Company's profit distribution policy;
Based on the 01.01.2015- 31.12.2015 financial tables created by the Company as per Turkish Commercial Code and Capital Markets Law in accordance with Turkish Accounting IFinancial Reporting Standards and audited by Ba§aran Nas Bag1ms1z Denetim ve Serbest Muhasebeci Mali MO§avirlik A.$.(A Member of PricewaterhouseCoopers), "ConsolidatedNet Term Profit" of the main partnership has been TL 830,801,000.00 and the profit distribution offer created based on our Profit Distribution Policy, long-term company strategy, investment and financing policies,profitability and cash position and in accordance with Profit Share Communique 11-19.1and the Profit Distribution Table created in accordance with the Profit Share Guide issued as per this communique is attached as ANNEX/2.
Informing the Shareholders on "Remuneration Policy" for Board Members and Top-Level Managers and the payments made within the frame of such policy as required by Corporate Governance Principles,
As per CMB Corporate Governance Principle 4.6 .2, remuneration principles for Board Members and top level managers will be documented and notified to the shareholders as a separate article of agenda of the General Assembly to take their views.Remunerat ion Policy createdfor thispurpose is attached as ANNEX/3.
As specified by footnote 25 of 2015 financial reports, TL 23.025 .000- of benefits were provided for board members and senior management of Tofa§ Turk Otomobil Fabrikas1 A.$.in 2015.
Tofas Turk Otomobil Fabrikasi AS issued this content on 09 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 March 2016 13:21:31 UTC
Original Document: http://www.tofas.com.tr/en/Investor/Notices/GK_INFORMATION_DOCUMENT_EN_US.pdf
