TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. DECISION OF THE BOARD OF DIRECTORS Date of Decision : 05.03.2014 Number of Decision : 2014/5 Trade Registry Number : İstanbul - 100324 Company Headquarters : Büyükdere Cad. Tofaş Han No: 145 Zincirlikuyu, İstanbul Participants : - Mr. Mustafa Vehbi KOÇ - Mr. Sergio MARCHIONNE - Mr. Kamil BAŞARAN - Mr. Temel Kamil ATAY - Mr. Osman Turgay DURAK - Mr. Kudret ÖNEN - Mr. İsmail Cenk ÇİMEN - Mr. Alfredo ALTAVILLA - Mr. Gianni CODA - Mr. Ali Aydın PANDIR - Mr. Gökçe BAYINDIR - Mr. Libero MILONE : Chairman : Vice Chairman : Member & CEO : Member : Member : Member : Member : Member : Member : Member : Independent Member : Independent Member SUBJECT: Approval of Board of Directors Report and Profit Appropriation offer which will be submitted to the General Assembly. ------------------ 1 As per “Notification on Financial Reporting in Capital Market” II - 14.1 and “Notification on Dividends” II 19.1 by the Capital Markets Board and in accordance with the International Financial Reporting Standards (IFRS) system, 2013 Financial Tables which were created by the Company Management and audited by an Independent External Auditing Company and Profit Distribution Proposal and Profit Distribution Policy were discussed and the following decisions were made; a) Submittal of the financial tables including the Consolidated Balance Sheet dated 31.12.2013 and 2013 Consolidated Income Statement approved by Board Decision dated 04.02.2014 to the General Assembly, b) Informing the General Assembly on 4,405,437.59 TL of donations and grants made in 2013 by the Company for social support purposes to foundations and associations having tax exemption, c) The total amount of legal reserves of 5% required as per Turkish Commercial Code Article 519 have reached the limit value of 20% of the capital as of 31.12.2013 and therefore no reserves are to be saved for 2013, As per the Capital Markets Law and Capital Markets Board regulations, distributable profit is 434,223,000.00.-TL, 4,405,437.59.-TL of donations and grants made to foundations and associations within the year is added to this amount and first dividend base is 438,628,437.59.-TL, legal records show 356,583,997.40.-TL of distributable profit 347,083,476.80.-TL of which is current year profit; as per the Capital Markets Board regulations, and as per the annexed profit distribution table; 325.000.000,00- TL TL 30.000.000,00- TL first dividend to shareholders, second dividend to shareholders, reserved as Group II Legal Reserves, 317.803.160,73- TL of the first dividends will be distributed from current year profit, 4.860.066,36- TL from distributable funds and 2.336.772,91 TL from previous year profits which are made up of extraordinary reserves of other revenues and 29.280.316,07- TL of Group II Legal Reserves will be covered from current year profit and 486.006,64- TL from distributable funds and 233.677,29 TL from previous year profits which are made up of extraordinary reserves. If the profit appropriation offer above is approved by the General Assembly and based on our legal records, 317.803.160,73.-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 7.196.839,27.-TL will be paid from distributable funds and extraordinary reserves in cash and 29.280.316,07.-TL of Group II Legal Reserves of 30.000.000.-TL will be covered from current year other profits and the remaining 719.683,93.-TL will be covered from distributable funds and extraordinary reserves; Distribution of dividends will start on 04.04.2014 Friday; 2 The following resolutions were made to be proposed to the General Assembly; - One Kr 0.650 gross=net cash dividend to be paid in exchange of one share with a nominal value of Kr 1 corresponding to a rate of 65.00% 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 0.650 gross and Kr 0.5525 net cash dividend to be paid in exchange of one share with a nominal value of Kr 1 corresponding to a rate of 65.00% to other shareholders, d) Revision of Profit Distribution Policy as follows and such revision is to be proposed to the General Assembly on 28 March 2014 Friday which is to be assembled to discuss 2013 activity results. 3 MUSTAFA VEHBİ KOÇ Chairman SERGIO MARCHIONNE Vice Chairman KAMİL BAŞARAN Member&CEO OSMAN TURGAY DURAK Member TEMEL KAMİL ATAY Member İSMAİL CENK ÇİMEN Member ALFREDO ALTAVILLA Member KUDRET ÖNEN Member GIANNI CODA Member ALİ AYDIN PANDIR Member GÖKÇE BAYINDIR Independent Member LIBERO MILONE Independent Member
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