Tofas Türk Otomobil Fabrikasi Anonim Sirketi : Corporate Governance Rating October 20222022

Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş.

Corporate Governance Rating

Büyükdere Cad. No: 145 Tofaş Han,

34394 Zincirlikuyu, İstanbul

26 October 2022

					CONTENTS
Rating Revision	.	.	.	.	.	.	.	.	.	3
Rating Methodology .	.	.	.	.	.	.	.	.	5
Rating Definitions	.	.	.	.	.	.	.	.	.	6
Disclaimer	.	.	.	.	.	.	.	.	.	.	7

2

Corporate Governance Rating

Tofaş Türk Otomobil Fabrikası A.Ş. (TOASO)

Corporate Governance Rating:

9.27

RATING REVISION

The Corporate Governance Rating of 9.26 that has been assigned to Tofaş Türk Otomobil Fabrikası A.Ş. (Tofaş) on October 26, 2021 is hereby revised as 9.27. Our rating methodology (page 5) is based on the Capital Markets Board's (CMB) "Corporate Governance Principles".

The Company's corporate governance rating is confirmed as above in consideration with the importance given by Tofaş to corporate governance principles and its willingness to carry out the compliance process continuously and dynamically.

Furthermore, SAHA publishes (annually) the World Corporate Governance Index (WCGI) which ranks countries in terms of their level of compliance with corporate governance principles as well as their germane institutions, rules, codes, and regulations together with international standards and indices which evaluate countries in a vast array of areas such as transparency, corruption, ease of doing business, etc. Tofaş Türk Otomobil Fabrikası A.Ş.is analyzed as a Turkish company and Turkey takes place at the top classification of the WCGI which is Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA on March 10,

2021 can be accessed athttp://www.saharating.com.

3

The sub-section ratings are confirmed as follows:

• As of October 14, 2022, the number of female members in the Board of Directors has increased to 2.

Ana Başlıklar	Ağırlık	Not
Shareholders	%25	86.70
Public Disclosure and Transparency	%25	94.53
Stakeholders	%15	99.51
Board of Directors	%35	92.73
Total		92.69

4

SAHA's methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB's Corporate Governance Principles published on January 2014.

The CMB based these principles on the leading work of the Global Corporate Governance Forum (GCGF), which has been established in cooperation with the World Bank and the Organization

of Economic Cooperation and Development (OECD). After having incorporated the views and opinions of experts and representatives from the CMB, the Istanbul Stock Exchange, the Turkish Corporate Governance Forum,

academicians, private sector representatives as well as various professional organizations and NGOs, the Principles were adopted to reflect the national characteristics and conditions.

Within the Principles, "comply or explain" approach is valid. Some of

these Principles are mere

recommendations and their implementation thereof is optional. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning

thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the company's governance practices in the future should all be included in the annual report and disclosed to public.

The Principles consist of four main

sections: shareholders, public

disclosure and transparency, stakeholders and board of directors.

5

On the foundation of these Principles, SAHA Corporate Governance Rating methodology features over 330 code criteria. During the rating process, each criterion is evaluated on the basis of information provided by the company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require more detailed analysis and examination.

SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain the maximum rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions).

In compliance with the CMB's directive and to reach an overall Corporate Governance Rating, SAHA allocates the following weights to the four main sections of the Principles:

Shareholders: 25%

Disclosure and Transparency: 25%

Stakeholders: 15%

Board of Directors: 35%

To determine the final overall rating,

SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.