Tofas Turk Otomobil Fabrikasi : Information Note and Documents for Ordinary General Assembly Meeting dated 28.03.2017

INFORMATION NOTE ON 2016ORDINARY GENERAL ASSEMBLY MEETING DATED

28.03.2017

1. 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 willbe held on 28.03.2017Tuesday at 10:00at uBilyilkdere Caddesi Tofa Han No: 145Zincirlikuyu 34394$i li-lstanbul (Phone:[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 minimum 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 legislation or take a letter of representation sample form Yap1 Kredi Yatmm Menkul Degerler A.$. (Yap1 Kredi Plaza ILevent-lstanbul), 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 l etter of representation not compliant withthe sample l etter of representati on required as per such Communique andattached to the General Assembl y i nvitation will not be accepted to our l egal li abilities.

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: [phone]or 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.

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.$. A.$. 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 Address: BOyOkdere Caddesi Tofa§ Han No: 145 Zincirlikuyu 34394 $i§li - Istanbul Istanbul Trade Registry Number: IstanbulTrade Registry - 100324 I46239

(Invitation to Ordinary General Assembly, agenda and sample Letter of Representation will be issued in the Turkish Trade Registry Gazettej

1. ADDITIONAL EXPLANATIONS ON CMB REGULATIONS

   Additional explanations which are required as per "Corporate Governance Communique" 11-17.1 dated 3 January 2014 by Capital Markets Board ("CMB") and relevant with the agenda items are included in the agenda items below and other required explanations are notified in this section:

2. 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 shares composing other shareholders totals to 12,144,028,626 shares representing 24.2880% of the total voting rights. There are no voting privileges.

   The issued capital of the Company is TL 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.

   2

   Allocation of the Coml!anl£ Cal!ital amounting to TL 50010001000 in terms of Groul! A1D1and E Shares:

   Group Amount of Share Capital Ratio Voting Right Voting Right (Nominal TL) (%) Ratio(%)

   Group A-189,279,856.8737.8560 18,927,985,687 37.8560

   tered

   Group D-189,279,856.87 37.8560 18,927,985,687 37.8560

   tered

   GroupE-121,440,286.26 24.2880 12,144,028,626 24.2880

   tered

   TOTAL 500,000,000.00 100 50,000,000,000 100

3. Changes on Management and Activities of Our Company and Affiliates Which Significantly Effect Company Activities:

   Regarding the changes on management and activities of our company at previous periods and future plans which significantly effect the activities of the company and its affiliates, there are no such changes, whether completed or estimated.

4. Information on Requests by Shareholders Regarding Added Agenda Items:

   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 2016 activities.

5. EXPLANATIONS ON THE AGENDA OF ORDINARY GENERAL ASSEMBLY MEETING DATED 28.03.2017

6. Opening and election of the Meeting Chairman,

   The election will be made for the Chairman who will chair the General Assembly Meeting pursuant to "Turkish Commercial Code 6102" (TCC), "Regulations on 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.

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

   Information will be provided on the 2016Activity 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.

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

   Information will be provided on the Independent Audit Report created by PwC Bag1ms1z Denetim ve Serbest Muhasebeci Mali Muavirlik A.$. (A member of PricewaterhouseCoopers) (former title Baaran Nas Bag1ms1z Denetim ve Serbest Muhasebeci Mali Muavirlik A.$.) as per the TCC and Capital Markets Board regulations and made available at Company Headquarters in Istanbul, Bursa Plant, MKK's Electronic General Assembly Portal (EGKS) and the Company's web site (www.tofas.com.tr) three weeks prior to the General Assembly meeting for the review of the shareholders.

9. Reading, discussion and approval of 2016 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.

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

    Mr. Mustafa Vehbi Ko9 who was elected as the Board Chairman for 3 years at the general assembly meeting dated 28.03.2014has passed away on 21.01.2016and Mr.Mehmet Omer Koc; was assigned as the Board Chairman for the remaining term to replace Mr. Mustafa V.Koc; as per TCC Article 363with the Board Decision 2016/10dated 06.04.2016.This assignment will be submitted to the approval of the shareholders.

    Resume of Mr. Mehmet Omer Koc;,appointed during the term, is attached as

    AN NEX/1 as per CMB Corporate Governance Principle1.3.1.

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

12. Acquittal of the each member of the Board of Directors from liability in respect of the operations, activities and accounts in 2016pursuant to provisions of TCC and Regulations.

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