Our Company's major Shareholders, KOÇ HOLDİNG and FIAT AUTO S.p.A, have reached an agreement with regard to the equalization of their respective shareholdings in the Company and to the completion of the official transfer procedure not later than 28.2.199 TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. DECISION OF THE BOARD OF DIRECTORS


Date of Decision : 07.03.2016


Number of Decision. : 2016/07


Trade Registry Number : İstanbul - 100324


Company Headquarters : Büyükdere Cad. Tofaş Han No: 145 Zincirlikuyu,

İstanbul


:


Board of Directors :


  • Mr. Sergio MARCHIONNE : Vice Chairman

  • Mr. Cengiz EROLDU : Member & CEO

  • Mr. Temel Kamil ATAY : Member

  • Mr. Levent ÇAKIROĞLU : Member

  • Mr. Kudret ÖNEN : Member

  • Mr. İsmail Cenk ÇİMEN : Member

  • Mr. Alfredo ALTAVILLA : Member

  • Mr. Giorgio FOSSATI : Member

  • Mr. Gökçe BAYINDIR : Independent Member

  • Mr. Libero MILONE : Independent Member


    SUBJECT: On distribution of gains concealed from 2015 activities.


    -----------------------------------

    This decision is made by recirculation by hand as per Turkish Commercial Code 6102 Article 390 Paragraph 4, as recommended by the Board Member Mr. Cengiz Eroldu.


    At the Board meeting dated 02.02.2016, the financial tables for the period from January 1st to December 31st, 2015 created by Tofaş Türk Otomobil Fabrikası A.Ş. management as per Turkish Accounting / Financial Reporting Standards (TMS/TFRS) and audited by Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers) were reviewed and approved and it was resolved that they will be submitted to the General Assembly.


    Upon review of these financial tables and Tofaş Türk Otomobil Fabrikası A.Ş. financial tables based on the official records as per the Tax Procedure Law (VUK);


    As per the financial tables created in accordance with TFRS/TMS, based on the 830,801,000 TL company net profit for the period and 397,678,132 TL current year profit as per VUK;


  • The total amount of legal general reserves of 5% required as per Turkish Commercial Code Article 519 have reached the limit value of 20% of the capital as of 31.12.2015 as recorded by VUK and therefore no reserves are to be saved for 2015,


    From the period net income of TL 830,801,000 as per the financial tables created as per TFRS/TMS; the dividend basis is TL 837,039,451 as calculated by adding the donations of TL 6,238,451;


    Net distributable profit is TL 397,678,132 as per the financial tables created in accordance with V.U.K records;


    and therefore;


  • In accordance with the Capital Markets legislation and the Company's Articles of Association Article 18 and the Company Profit Distribution Policy approved by the shareholders at the General Assembly dated 28.03.2014, distribution of dividends will be as follows;


    365,000,000 TL primary dividends for shareholders, 34,000,000 TL secondary legal reserves,


  • TL 365,000;000 of dividends payable to shareholders will be fully paid in cash;


  • If the profit appropriation offer above is approved by the General Assembly and based on our legal records, regarding TL 365,000,000 .-TL of dividends payable to shareholders, TL 363,798,302 will be paid from current year profits and the remaining TL 1,201,698 will be paid from extraordinary reserves and regarding TL 34,000,000 of Group II Legal Reserves, TL 33,879,830 will be covered from current year other profits and the remaining TL 120,170 will be covered from extraordinary reserves;


    2

  • For full fledged taxpayer enterprises, and foreign-based taxpayer enterprise partners receiving dividend through an office and permanent representative in Turkey; a gross=net dividend at a rate of 73% and an amount of 0.7300 TL will be payable for each share with a nominal value of 1.00 TL and for other shareholders; dividends at a rate of 73% and an amount of 0.7300 TL gross; at a rate of 62.05% and an amount of 0.6205 TL net dividends will be payable for each share with a nominal value of 1.00 TL;


  • Dividends will be paid on 07.04.2016;


The items above will be submitted to the approval of the shareholders at the Company's General Assembly Meeting on 31.03.2016.


SERGIO MARCHIONNE Vice Chairman


CENGİZ EROLDU LEVENT ÇAKIROĞLU Member & CEO Member


TEMEL KAMİL ATAY İSMAİL CENK ÇİMEN Member Member


ALFREDO ALTAVILLA KUDRET ÖNEN Member Member


SCOTT RICHARD GARBERDING GIORGIO FOSSATI Member Member


GÖKÇE BAYINDIR LIBERO MILONE Independent Member Independent Member



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Tofas Turk Otomobil Fabrikasi AS issued this content on 07 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 March 2016 16:30:14 UTC

Original Document: http://www.tofas.com.tr/en/Investor/Notices/YKK_2016_KARDAGITIMI_EN_US.pdf