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22 MART 2015 PAZAR GÜNÜ ILDÖNEM AÇIK oRTAOKUL

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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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