TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. 46TH ORDINARY GENERAL ASSEMBLY MEETING

Transcription

1 TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. 46TH ORDINARY GENERAL ASSEMBLY MEETING MINUTES OF THE MEETING Ordinary General Assembly Meeting of TOFAŞ Türk Otomobil Fabrikası A.Ş. for the year 2013 is held on 28 March 2014 Friday at in the Company Headquarters at Büyükdere Caddesi Tofaş Han No:145 Zincirlikuyu Şişli - Istanbul address with the supervision of Mr. Mehmet Ali Köse, the Representative of the Ministry of Customs and Trade appointed by the Istanbul Provincial Directorate of Trade upon letter 7981 dated The meeting invitation has been made by inclusion of the Agenda in a timely manner which is 21 days prior to the date of General Assembly as required by the Law and Articles of Association on Turkish Trade Registry Gazette 8522 dated and on the Company's web site ( as well as Merkezi Kayıt Kuruluşu A.Ş. s Company Portal, EGKS (Electronic General Assembly System) and KAP (Public Information Platform). As a result of examination of the List of Attendants, it has been understood that, of the 50,000,000,000 shares representing the Company s issued capital of TL 500,000,000 each with a nominal value of 1 Kuruş, 194, shares representing a capital of 194, TL were present personally and 45,013,347,872 shares representing a capital of 450,133,478,72 TL were present by proxies thereat and therefore 45,032,781,908 shares representing a capital of 450,327, TL and the minimum quorum for the meeting required by both the Law and the provisions of the Articles of Association was thus present. It has been announced that 7,176,810,533 shares representing an amount of 71,768, TL of these total shares were represented by entrusted representatives as per Turkish Commercial Code Article 431 and Article 24 of Regulations on General Assembly Meetings of Joint Stock Companies issued on the Official Gazette dated It is understood that the Company has taken the necessary measures regarding Electronic General Assembly as per Paragraph Five and Six of Turkish Commercial Code Article Board Chairman Mr. Mustafa V. Koç has appointed Mr. M. Adil Salepçioğlu, who holds a Central Registration Agency Electronic General Assembly System Expert Certificate, to use the Electronic General Assembly System and the meeting has been opened both physically and electronically. Board Chairman Mr. Mustafa V. Koç has provided information on the method of voting. As required by the Law and the Articles of Association, with the regulations on counting of electronic votes reserved, Shareholders available at the meeting were requested to vote by raising hand and vote negatively by expressing in word. The following resolutions were made following the discussions on agenda topics. 1) The Meeting Chairmanship was elected as per Agenda Article 1. Mr. M. Adil Salepçioğlu, representing Company Shareholder Temel Ticaret ve Yatırım A.Ş., was nominated for Meeting Chairmanship. Mr. Mustafa V. Koç was elected as General Assembly Meeting Chairman with 40,134-TL negative votes and 450,287, TL positive votes. 1

2 The Chairman appointed Mr. Cenk Çimen and Mr. Kamil Başaran as Vote Collectors and Mr. Cengiz Eroldu Meeting Minutes Recorder as per General Assembly Internal Regulations Article 7. Meeting Chairman notified that the Company's Articles of Association, Shareholders Book, Board Annual Activity Report, Audit Report, Financial Statements, Present List prepared by the Board of Directors and candidateship statements of Board Members not attending the meeting in person were available at the meeting location. Meeting Chairman also notified that Board Members including himself (Mr. Mustafa V.Koç), Mr. O.Turgay Durak, Mr. İ.Cenk Çimen, Mr. Kamil Başaran and independent member Mr. Gökçe Bayındır and Ms. Zeynep Uras and Mr. Salim Alyanak representing Independent Audit Company Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers) were present at the meeting. It was notified that other Board Members were not available at the meeting due to their excuses. The Chairman thanked those present. Afterwards, the meeting proceeded to the 2nd article of agenda. 2) The Chairman informed at the General Assembly Meeting that, as per the 2nd topic of the Agenda, 2013 Activity Report of the Company was publicly announced 21 days prior to the General Assembly Meeting (at Public Disclosure Platform, corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and the Activity Report booklet in printed form). Board of Directors Report on 2013 activities of the Company was read by the Meeting Minutes Recorder Activity Report was discussed. Following the discussion, 2013 Activity Report was approved with 40,134-TL negative votes and 450,287, TL positive votes. 3) As per the 3rd topic of the Agenda, the Chairman requested that the summary of the report on 2013 activities by Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers) is read. The summary report by the Independent Audit Company was read by Ms. Zeynep Uras. This topic of the Agenda is not subject to voting and only for information purposes. 4) The Chairman informed at the General Assembly Meeting that, as per the 4th topic of the Agenda, Financial Tables of the Company for 2013 accounting period were publicly announced 21 days prior to the General Assembly Meeting (at Public Disclosure Platform, corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and the Activity Report booklet in printed form). Meeting Minutes Recorder Mr. Cengiz Eroldu read the summary of the balance sheet and income statement. Financial Tables were discussed. Following the discussion, 2013 Financial Tables were approved with 40,134-TL negative votes and 450,287, TL positive votes. 5) The Chairman has presented the acquittal of the Members of the Board of Directors for the activities in 2013 to the approval of the General Assembly. 2

3 Each member of the Board of Directors did not exercise their voting rights arising from their shares and acquitted individually with the resolution of other shareholders present at the meeting, with 208,967-TL negative votes and 449,924, TL positive votes. 6) As per the agenda and as publicly announced 21 days prior to the General Assembly Meeting (at Public Disclosure Platform, corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and the Activity Report booklet in printed form), the Chairman notified that the Company distributes dividends in accordance with the related provisions of Turkish Commercial Code, capital markets regulations, tax regulations, other related regulations and dividends distribution article of Articles of Association and that dividends are distributed with a policy which is balanced and consistent in terms of the interests of shareholders and the Company in accordance with Corporate Governance Principles and that as a basic principle and to the extent possible based on the applicable regulations and financial resources, net distributable profit within a certain period calculated based on the market expectations, long-term company strategy, investment and financing policies, profitability and cash position and in accordance with Capital Markets Regulations is distributed to the shareholders in the form of cash and/or bonus share provided that it can be covered from the legal reserves and submitted the Profit Distribution Policy to the approval of the General Assembly. Profit Distribution Policy for 2013 and following years was approved with 13,924,313-TL negative votes and 436,403, TL positive votes. 7) As per the agenda, the offer of the Board of Directors for distribution of 2013 profits and the date of distribution as publicly announced 21 days prior to the General Assembly Meeting (at Public Disclosure Platform, corporate web site ( ) Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and the Activity Report booklet in printed form) was discussed. As per the consolidated financial statements for the period from to generated by the Company Management in accordance with Notification on Financial Reporting in Capital Market II and Notification on Dividends II 19.1 by the Capital Markets Board and the International Financial Reporting Standards (IFRS) system and audited by Independent Audit Company Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers), consolidated net term profit is 434,223,000.- TL and as per the profit distribution offer generated in accordance with the Capital Markets Board regulations and profit distribution policy and the attached profit distribution table; 325,000,000.- TL first dividend to shareholders, - - TL second dividend to shareholders, 30,000,000.- TL reserved as Group II Legal Reserves, 317,803, TL of the first dividends will be distributed from current year profit, 4,860, TL from distributable funds and 2,336, TL from previous year profits which are made up of Extraordinary Reserves of other revenues and 29,280, TL of Group II legal reserves will be covered from current year profit and 486, TL from distributable funds and 233, TL from previous year profits which are made up of Extraordinary Reserves, 3

4 If the profit appropriation offer above is approved by the General Assembly and based on our legal records, 317,803, TL of 325,000,000.-TL dividends which will be paid to the shareholders will be paid from current year other profits and the remaining 7,196, TL will be paid from distributable funds and extraordinary reserves in cash and 29,280, TL of Group II Legal Reserves of 30,000,000.- TL will be covered from current year other profits and the remaining 719, TL will be covered from distributable funds and extraordinary reserves; Therefore; One Kr gross=net cash dividend to be paid in exchange of one share with a nominal value of Kr 1 corresponding to a rate of 65% to all full liability entities and limited liability entities that obtain dividends by means of a place of business and a permanent representative in Turkey, A Kr gross and Kr net cash dividend will be paid in exchange of one share with a nominal value of Kr 1 corresponding to a rate of 65% to other shareholders; and; regarding the offer to set forth the start of profit distribution as 04 April 2014; the above offers were approved with 40,134-TL negative votes and 450,287, TL positive votes. 8) The Chairman notified that the discussion on the number of Board Members, term of assignment and election as per the decided number and election of the independent board members was started. Mr. M. Adil Salepçioğlu, representing Company Shareholder Temel Ticaret ve Yatırım A.Ş., read his offer regarding the number of members of the Board of Directors and Board memberships. It was decided that the Board of Directors will consist of 12 (twelve) members, 2 (two) of which will be independent as per the Company's Articles of Association and the Capital Markets Board regulations. The Ministry Commissioner has seen the declarations of candidateship for Board of Directors by Mr. Mustafa Vehbi KOÇ issued by the 4th Notary Public of Kadıköy dated and numbered 05793, Mr. Osman Turgay DURAK issued by the 4th Notary Public of Kadıköy dated and numbered 04876, Mr. Temel Kamil ATAY issued by the 4th Notary Public of Kadıköy dated and numbered 04878, Mr. İsmail Cenk ÇİMEN issued by the 4th Notary Public of Kadıköy dated and numbered 04881, Mr. Kudret ÖNEN issued by the 4th Notary Public of Kadıköy dated and numbered and the declaration of candidateship for Independent Member of the Board of Directors by Mr. Gökçe BAYINDIR issued by the 18th Notary Public of Beşiktaş dated numbered who have been nominated by Group A Shareholders and the declarations of candidateship for Board of Directors by Mr. Sergio MARCHIONNE issued by the 18th Notary Public of Beşiktaş dated and numbered 01582, Mr. Alfredo ALTAVILLA issued by the 18th Notary Public of Beşiktaş dated and numbered 01583, Mr. Scott Richard GARBERDING issued by the 18th Notary Public of Beşiktaş dated and numbered 01581, Mr. Ali Aydın PANDIR issued by the 18th Notary Public of Beşiktaş dated and numbered 01578, Mr. Kamil BAŞARAN issued by the 18th Notary Public of Beşiktaş dated and numbered and the declaration of candidateship for Independent Member of the Board of Directors by Mr. Libero MILONE issued by 18th Notary Public of Beşiktaş dated and numbered who have 4

5 been nominated by Group D Shareholders. Capital Markets Board decision 5/136 dated states that Mr. Gökçe BAYINDIR and Mr. Libero MILONE were suitable as independent board membership. In accordance with the Articles of Association and procedures set by Corporate Governance Committee, it was decided that the Board of Directors will consist of 12 (twelve) members, 6 (six) of which represent Group A shareholders with 1 (one) being an independent member and 6 (six) of which represent Group D shareholders with 1 (one) being an independent member for a term of 3 (years) and the selected members of the Board of Directors are; Mr. Mustafa Vehbi KOÇ (Turkish ID: ), Mr. Osman Turgay DURAK (Turkish ID: ), Mr. Temel Kamil ATAY (Turkish ID: ), Mr. İsmail Cenk ÇİMEN (Turkish ID: ), Mr. Kudret ÖNEN (Turkish ID: ), Mr. Sergio MARCHIONNE (Tax ID: ), Mr. Alfredo ALTAVILLA (Tax ID: ), Mr. Scott Richard GARBERDING (Tax ID: ), Mr. Ali Aydın PANDIR (Turkish ID: ), Mr. Kamil BAŞARAN (Turkish ID: ) and independent members Mr. Gökçe BAYINDIR (Turkish ID: ) and Mr. Libero MILONE (Tax ID. No: ) with 16,642,824- TL negative votes and 433,744, TL positive votes. It was notified that such offer was publicly announced 21 days prior to the General Assembly Meeting (at Public Disclosure Platform, corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and the Activity Report booklet in printed form) and other than current board members, only Mr. Scott Richard GARBERDING was elected as a member of the Board of Directors. 9) As per the Corporate Governance Principles, it was decided to amend the Remuneration Policy for Board Members and Top Level Managers which was notified to and submitted to the approval of shareholders at the General Assembly Meeting dated in accordance with the Corporate Governance Communiqué made effective by the Capital Markets Board dated 3 January 2014 by the Board Decision 2014/8 dated It was notified that a total of 17,863 thousand TL of benefits were provided for the Board Members and Top Level Managers of the Company in 2013, as publicly announced 21 days prior to the General Assembly Meeting (at Public Information Platform, Company's corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System and Activity Report booklet in printed form), and the Shareholders were informed on the payments. Remuneration Policy and the payments made within the frame of the policy were submitted to the approval of the shareholders and approved with 37,739,947-TL negative votes and 412,587, TL positive votes. 10) By request of the Chairman, Mr. M. Adil Salepçioğlu, representing Company Shareholder Temel Ticaret ve Yatırım A.Ş., read the offer regarding determination of the monthly gross wages of the Board Members. It was decided that each Board Member is to be paid a monthly gross salary of 13,500 TL as of the month following the General Assembly Meeting date with 3,360,407 TL negative votes and 446,967, TL positive votes. 5

6 11) As per the Turkish Commercial Code, Capital Markets Law and the Capital Markets Board regulations and in accordance with the proposal by the Committee Responsible for Auditing and within the frame of the Board Decision 2014/3 dated , Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers) was assigned as the independent auditing organization for 2014 for auditing the financial statements of the Company with 1,060,074-TL negative votes and 449,267, TL positive votes. 12) As per the Capital Markets Board regulations, the General Assembly was informed that the Company has made donations of 4,405, TL in 2013 in accordance with the related paragraphs of Company s Articles Association for social responsibility purposes. Furthermore, Mr. M. Adil Salepçioğlu, representative of Company Shareholder Temel Ticaret Ve Yatırım A.Ş., read his proposal to set the upper limit for donations in 2014 as 9,000,000- TL and submitted the proposal to the approval of the General Assembly. The proposal was approved with 66,716, TL negative votes and 383,611, TL positive votes. 13) As per Article 10 of the Communiqué Vol. II.17.1 (Communiqué), the Company has created a report which includes the total amount of continuous transactions between the Company and the affiliated parties in a certain accounting period, the rate of sales to their costs based on the final annual financial statements in purchasing transactions, terms of sales transactions which are estimated to be minimum 10% of the revenues based on the final annual financial statements in sales transactions and market comparisons for such transactions and 2013 Associated Party Transactions Report was approved by the Board Decision 2014/7 dated Furthermore, the General Assembly was informed that footnote 25 of our independently audited financial tables included the required explanations. Associated party transactions report was publicly announced and made available for the review of the Shareholders (as attached to the General Assembly Information Document, at Public Information Platform, Company's corporate web site ( Merkezi Kayıt Kuruluşu A.Ş. Electronic General Assembly System) 21 days prior to the General Assembly date. The Shareholders were informed that this topic of the Agenda is for information purposes only and there will be no voting. 14) 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 was approved with 15,786,746 TL negative votes and 434,541, positive votes. The General Assembly was informed that there were no such business and transactions of this nature in 2013 as per the Capital Markets Board Corporate Governance Communiqué. 15) Participants presented their wishes about the activities, operations and continued success of the Company in accordance with the wishes and opinions article of the agenda. As there was no further item to discuss, the Chairman closed the meeting. 6

7 These minutes were issued and signed after the meeting at the place thereof. 28 March GENERAL ASSEMBLY MEETING CHAIRMAN MUSTAFA V.KOÇ MINISTRY REPRESENTATIVE MEHMET ALİ KÖSE VOTE COLLECTOR İSMAİL CENK ÇİMEN VOTE COLLECTOR KAMİL BAŞARAN MEETING MINUTES RECORDER CENGİZ EROLDU 7

8 TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş Dividends Distribution Table (TL) 1. Paid Up/Issued Capital 500,000, Legal Reserves (According to Legal Records) 166,879, Information on privileges related to the distribution of profit pursuant to the Articles of Association, if any According to CMB According to Legal Records (LR) 3. Term Profit 477,075, ,491, Taxes ( - ) 42,852, ,408, Net Term Profit ( = ) 434,223, ,083, Losses Pertaining to Previous Years (-) 7. Legal Reserves ( - ) 8. NET DISTRIBUTABLE TERM PROFIT (=) 434,223, ,083, Donations Within the Year (+) 4,405, Net Distributable Term Profit with 438,628, Donations Primary Dividends for Shareholders - Cash 325,000, ,000, Non-Paid - Total 325,000, ,000, Dividends Distributed to Preferred Shareholders Other Dividends Distributed To Members of the Board of Directors, - To Employees - To Persons Other Than Shareholders 14. Dividends Distributed to Redeemed Shareholders 15. Secondary Dividends for Shareholders ,803, Legal Reserves 30,000, ,280, Status Reserves 18. Special Reserves 19. EXTRAORDINARY RESERVES 79,223, Other Resources Planned for Distribution ,196,

9 Dividends Distribution Table of TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. for 2013 TOTAL DIVIDENDS DIVIDENDS CORRESPONDING TO TOTAL DIVIDENDS DISTRIBUTED / NET SHARES WITH A NOMINAL DISTRIBUTED DISTRIBUTABLE TERM GROUP VALUE OF TL 1 PROFIT NON-PAID CASH (TL) RATIO (%) AMOUNT (TL) RATIO (%) (TL) NET A 644, (Real person) A 122,273, (Legal person) D 104,577, E 67,095, TOTAL 294,591,