Tofas Turk Otomobil Fabrikasi : Announcement of Invitation to Ordinary General Assembly Meeting to be held on 28.03.2017 and Power of Attorney

Istanbul,Trade Registry No: 100324 / 46239

TOFA$ TURK OTOMOBiL FABRiKASI A.$.,FROM THE CHAIRMANSHIP OF THE BOARD OF DIRECTOR, INVITATION TO ORDINARY GENERAL ASSEMBLY

MEETING DATED 28.03. 2017

Ordinary General Assembly Meeting of the Company to review 2016activities and discuss the following agenda will be held on Tuesday, March 28, 2017at 10:00at "Buyukdere Caddesi Tofa1 Han No: 145Zincirlikuyu 34394$i1li -

Istanbul,(Tel: [phone](pbx), Fax: [phone])".

This Notification Note including 2016Financial 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 Kurulu!ju 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 ILevent - 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 28861 dated 24.12.2013 and 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 l etter of representation not compliant with theattached sample of the l etter of representation required as per suchCommunique will not be accepted to our l egal liabilities.

Shareholders who will vote using the Electronic General Assembly System can access information regarding the requirements as per the related Regulations and the Communique from the Central Registration Agency, Company website (www.tofas.com.tr} or the Corporate Governance and Shareholder Relations Unit at Company headquarters (Tel: [phone] (pbx) Ext:2749 / Tel: [phone] Direct).

As required by the New Turkish Commercial Code 6102 Article 415 Paragraph 4 and Capital Markets Board Law Article 30 Paragraph 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.

As per the Law 6698on Protection of Personal Data, you can access detailed information on how your personal data are processed by the Company in Tofa§ Turk Otomobil Fabrikas1 A.$. Personal Data Protection and Processing Policy available at www.tofas.com.tr.

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 OTOMOBiL FABRiKASI A.$. BOARD OF DIRECTORS

Company Headquarters Address: Bi.iyOkdere Caddesi Tofa§ Han No: 145Zincirlikuyu

34394 $i§li- Istanbul

Trade Registry and Number: Istanbul Trade Registry -100324 I46239

Mersis No : 0846000042200017

Annexes: Agenda.

• Draft amendment to the Articles of Association.

• Sample Letter of Representation.

AGENDA OF 49TH ORDINARY GENERAL ASSEMBLY MEETING OF TOFAS TURK OTOMOBi L FABRiKASI ANONi M SiRKETi TO BE HELD ON 28 MARCH 2017 1. Opening and election of the Meeting Chairman,

1. Reading, discussion and approval of 2016Activity Report prepared by the Company's Board of Directors,

2. Reading of Independent Audit Report Summary for 2016accounting period,

1. Reading, discussion and approval of 2016Financial Statements,

2. Approval of replacements of the members of Board of Directors within the year under Article 363of Turkish Commercial Code,

3. Acquittal of each Board Member for 2016activities of the Company,

4. Approval, approval with amendment or rejection of the Board's proposal on appropriation of 2016profits and the date of appropriation created as per the Company's Profit Distribution Policy,

5. Acceptance, acceptance with amendment or rejection of the Board's proposal for amendment of the Articles of Association,Section 6 "Capital",

9. Determination of the number and term of Board Members, election as per the determined number of members, election of the Independent Board Members,

1O.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,

1. Determination of annual remunerations of Board Members,

2. Approval of selection of Independent Auditing Organization by the Board of Directors as per the Turkish Commercial Code and Capital Markets Board regulations,

3. Informing the Shareholders on donations made by the Company in 2016 and setting an upper limit for donations in 2017 within the scope of the Company's Donations Policy,

4. Informing the Shareholders on assurances, pledges, securities and indemnities supplied by the Company and its affiliates in favor of third parties and the profits and benefits gained in 2016 as per the Capital Markets Board regulations,

5. Authorization of the majority shareholders, members of the Board of Directors, top level managers and their spouses and up-to-second-degree relatives within the frame of Turkish Commercial Code Articles 395 and 396 and informing the shareholders on such business and transactions of this nature in 2016 as per the Capital Markets Board Corporate Governance Communique,

6. Wishes and opinions.

AMENDMENT TO THE ARTICLES OF ASSOCI ATION

OLD TEXT:

Article 6: SHARE CAPITAL:

The Company has accepted the registered share capital system according to the provisions of the Capital Markets Law and adopted the registered share capital system under the permission no. 532 issued by the Capital Markets Board on 8/1/1991.

The registered share capital ceiling of the Company is TL 1,000,000,000 (one billion Turkish Liras) and it is divided into 100,000,000,000 (one hundred billion) shares with a nominal value of 1 (one) Kuru each.

The dematerialized capital ceiling permit given by the Capital Market Board is valid from 2013 to 2017 (5 years). Even if the permitted dematerialized capital ceiling has not been achieved by the end of 2017, the board of directors will obtain authorization from the general assembly for a new duration not exceeding 5 years by obtaining the permit from the Capital Markets Board for the previously permitted or a new ceiling amount in order to adopt a decision of capital increase after the year 2017. If such authorization is not taken, the Company will be deemed to have exited from the registered share capital system.

The issued share capital of the Company is TL 500,000,000 (five hundred million Turkish Liras) and it is divided into 50,000,000,000 {fiftybillion) shares in total, consisting of three groups of Group A, Group D and Group E registered shares, each with a nominal value of 1 (one) Kuru§.

The issued share capital of the Company has been fully paid-in free of any collusion.

The issued share capital has been allotted to Group A, Group D.and Group E shares as follows.

Share Group	Number of Shares	Amount (TL)	(%)
Group A -	18,927,985,687	189,279,856.87	37.8560
Registered
Group D - Registered	18,927,985,687	189,279,856.87	37.8560
Group E -	12,144,028,626	121,440,286. 26	24.2880
Registered
TOTAL	50,000,000,000	500,000,000	100

The Company's share capital can be increased or decreased according to the relevant provisions of the Turkish Commercial Code and Capital Markets regulations, as deemed necessary.

In the years between 2013 and 2017, the Board of Directors is authorized to resolve to increase the issued share capital of the Company by issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with the related provisions of the Capital Markets Law, and to issue preference shares or shares at a premium or shares below its nominal value.The rights of the holders of preference shares and the pre-emptive rights shall be used according to the provisions of the Turkish Commercial Code and Articles of Association herein. The Board of Directors is authorized to restrict the pre-emptive rights on newly issued shares, provided, however, that such power cannot be used in such manner to cause

inequality among the shareholders.

Shares representing the capital are monitored by way of dematerialization in accordance with the principles of dematerialization.

The Group D shares of the Company, which benefits from the Act for the Encouragement of Foreign Capital No. 6224, are held by the foreign partner FIAT Group Automoni les S.p.A.

NEW TEXT:

Article 6: SHARE CAPITAL:

The Company has accepted the registered share capital system according to the provisions of the Capital Markets Law and adopted the registered share capital system under the permission no. 532 issued by the Capital Markets Board on 8/1/1991.