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Tofaş Türk Otomobil Fabrikası A.Ş

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Tofaş Türk Otomobil Fabrikası A.Ş Tofaş Türk Otomobil Fabrikası A.Ş. 2017 ESTIMATED ASSOCIATED PARTY TRANSACTIONS REPORT General Information This report is issued as per Article 10 of Corporate Governance Communiqué II-17.1 (the Communiqué) by Capital Markets Board (CMB). As per the referenced clause, the Board of Directors of the Company should create a report which includes the total amount of continuous transactions between the company quoted on Borsa Istanbul and its associates and the affiliated parties in a certain accounting period, a) the rate of sales to the costs based on the annual financial statements in purchasing transactions, b) the rate of sales to the revenues based on the annual financial statements in 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 such report or its results section should be disposed via KAP. The purpose of this report is to disclose the terms of estimated transactions between Tofaş Türk Otomobil Fabrikası A.Ş. (Company) and its affiliates and the associated parties as defined by Turkish Accounting Standards (TMS 24) within the scope of CMB regulations in 2017 and exceeding the amount set forth by the Communiqué to the extent that they are not commercial secrets and show that any such transaction does not have a negative effect on the Company as compared to the market conditions. Detailed information on the Company's associated party transactions in 2016 are given in footnote 26 of publicly disclosed financial tables on 2016 activities and this Report includes the terms of the transactions which are estimated to exceed 10% in 2017 accounting period. Information on Tofaş Türk Otomobil Fabrikası A.Ş. Our Company being established in 1968 as a Turkish-Italian partnership has operations of manufacturing, importing and sale of passenger, cars, light commercial vehicles and their spare parts under the license of FCA Italy S.P.A. Co-managed by Koç Holding A.Ş. and Fiat, the Company is run in cooperation by Koç Group and FCA Italy S.P.A. Group based on the Joint Venture Agreement. The Head Office of the Company is at Büyükdere Cad. No:145 Zincirlikuyu Şişli-İstanbul. Manufacturing facilities are located at Bursa. The Company is associated to Capital Markets Board and quoted in İstanbul Stock Exchange since 1991 and its shares are currently traded at Borsa İstanbul A.Ş. It is also quoted in Luxembourg Stock Exchange and traded in the international markets The capital of the Company is TL 500,000,000 and the table on the shareholding structure is as follows. Shareholder Amount of Capital Ratio (%) Voting Right Voting Right Shares (TL) Ratio Koç Holding A.Ş. 187,938,121.26 37.5876 18,793,812,126 37.5876 Other Koç Group 1,341,735.61 0.2684 134,173,561 0.2684 Shareholders Koç Group Total 189,279,856.87 37.8560 18,927,985,687 37.8560 FCA Italy S.P.A. 189,279,856.87 37.8560 18,927,985,687 37.8560 Other Partners 121,440,286.26 24.2880 12,144,028,626 24.2880 Total 500,000,000.00 100.00 50,000,000,000 100.00 Summary financial data of the Company in 2014-2016 are as follows. (000 TL) 31.12.2014 31.12.2015 31.12.2016 Total Assets 7,124,284 9,866,566 11,829,708 Equities of Main 2,241,171 2,582,291 2,957,451 Partner (000 TL) 01.01.2014-31.12.2014 01.01.2015-31.12.2015 01.01.2016-31.12.2016 Revenues 7,440,009 9,920,723 14,235,951 Cost of Sales 6,516,211 8,780,540 12,888,429 Net Term Profit 574,238 830,801 970,228 Based on these data, a board report is required for purchases estimated to exceed TL 1,288,842 thousand (2016 SMM*10%) and sales estimated to exceed TL 1,423,595 thousand (2016 Revenues*10%) in 2017. Information on FCA Italy S.P.A. FCA Italy S.P.A. was founded by Giovanni Agnelli in 1899 in Turin. Its brands are Lancia, Alfa Romeo, Maserati, Ferrari, Jeep, Chrysler and Dodge. It is among the largest automotive and industry groups of the world. Automotive industry operations are organized as Passenger and Commercial divisions. The Company has also investments in Finance and Media and has a capital of € 800 million. The shares of the company are traded in Italy, Germany, France and United States stock exchanges. FCA Italy S.P.A. owns 37.8560% of the Company's shares. 2 Information on Otokoç Otomotiv Ticaret ve Sanayi A.Ş. The Company, headquartered from İstanbul, has been registered as Otokoç Otomotiv Ticaret ve Sanayi A.Ş. on 21 June 2001 following many changes and operates in retail, fleet and 2nd hand sales of Ford-Fiat-Alfa-Volvo-Jeep etc. vehicles and also provides maintenance services, short- and long-term vehicle leasing services, wholesales of spare parts and financing services for vehicles. Otokoç Otomotiv Ticaret ve Sanayi A.Ş. is the authorized dealer and service of the Company and purchases vehicles and spare parts from the company within the scope of a dealership agreement. The company has a capital of TL 21,000,000 and is not publicly-traded. Information on Future Terms of the Transactions with Associated Parties and Comparisons with Market Conditions The Company's associated party transactions estimated to exceed 10% limitation in 01.01.2017-31.12.2017 accounting period will be with FCA İtalya S.P.A and Otokoç Otomotiv Ticaret ve Sanayi A.Ş. and brief information on these transactions are listed in the table below. Transactions with FCA Italy S.P.A. Amount of Rate of Associated Transaction Transaction Pricing/Profit Type of Person (000 TL) Amount to Distribution Transaction (Name/Title) (2016) Revenues/SMM Method (2016) Profit/Loss Purchase of FCA Italy S.P.A. 629,151 4.881 Distribution Vehicles Method Spare Part FCA Italy S.P.A. 101,915 0.791 Cost Plus Method Purchase Purchase of FCA Italy S.P.A. Manufacturing 5,453,536 42.313 Cost Plus Method Materials FCA Italy S.P.A. Purchase of R&D 168,519 1.308 Cost Plus Method Information FCA Italy S.P.A. 6,841 0.053 Cost Plus Method Technologies Services and Other FCA Italy S.P.A. 13,277 0.103 Cost Plus Method Purchases Total Purchases 6,373,239 49.449 from FCA Italy S.P.A. FCA Italy S.P.A. Vehicle Sales 9,287,612 65.240 Cost Plus Method FCA Italy S.P.A. Spare Part Sales 145,217 1.020 Cost Plus Method FCA Italy S.P.A. R&D Sales 9,331 0.066 Cost Plus Method FCA Italy S.P.A. Service Sales 13,284 0.093 Cost Plus Method Total Sales to FCA Italy 9,455,444 66.419 S.P.A. The Company's general manufacturing and supply cooperation with the associated party FCA Italy S.P.A. are based on the agreements MCV (Mini Cargo) dated 18 December 2015, Linea dated 30 December 2005, Doblo 263 (New Doblo) dated 15 October 2007, 356 Sedan dated 17.06.2015 and 357 HB-SW dated 23.12.2015. 4 Imports and Exports are as follows: 2016 Vehicle Imports (Pcs) 2016 Vehicle Exports (Pcs) Model Total Model January Fiat 500 186 CARGO-OPEL 23,146 NEW PANDA 134 DOBLO KARGO 5,236 ALFA GIULIETTA 483 LINEA 355 ALFA GIULIA 2 MCV CARGO - ITALY 27,048 G.PUNTO 573 MCV PANORAMA -ITALY 13,794 NEW DUCATO 6,471 PANORAMA-OPEL 2,410 Fiat 500L 1,082 NEW DOBLO-CARGO 53,331 Fiat 500L LOUNGE 94 NEW DOBLO-PANORAMA 10,300 Fiat 500X 571 DOBLO USA 18,173 Abarth 124 Spider 2 TIPO SEDAN 39,403 Full Back 1,215 TIPO HB&SW 65,108 Jeep Grand Cherokee 201 DODGE NEON 6,595 Jeep Wrangler 112 Jeep Cherokee 10 Jeep Renegade 1,448 Alfa Romeo 4C 7 Total 12,591 Total 264,899 Transactions with Otokoç Otomotiv Ticaret ve Sanayi A.Ş. Amount of Rate of Associated Transaction Transaction Pricing/Profit Type of Person (000 TL) Amount to Distribution Transaction (Name/Title) (2016) Revenues/SMM Method (2016) Otokoç Oto Comparable Price Vehicle Sales 1,082,913 7.607 Tic. San. AŞ. Method Otokoç Oto Comparable Price Spare Part Sales 188,168 1.322 Tic. San. AŞ. Method Otokoç Oto Comparable Price Service - Other 1,219 0.008 Tic. San. AŞ. Method Otokoç Oto Comparable Price Tic. San. AŞ. 1,272,300 8.937 Method Total Sales The Company has a dealership agreement dated 01 January 2007 with the associated party Otokoç Otomotiv Ticaret ve Sanayi A.Ş. Due date extension protocols were later applied for the due date specified in this agreement and a delay interest in accordance with the market conditions is applicable for the extended due date. Sales prices are based on the market, inventory level, competitors and general economic conditions and they have exactly the same properties as the ones done with other dealers who are not associated parties. The Company has made a net sales of TL 1,272,300 to Otokoç Otomotiv Ticaret ve Sanayi A.Ş. in 2016. The Company has made net purchases of TL 110,079 from Otokoç Otomotiv Ticaret ve Sanayi A.Ş. in 2016. Result As per Article 10 of the Capital Markets Board's (CMB) II-17.1 Corporate Governance Communiqué (the Communiqué), the amount of the Company's continuous transactions with FCA Italy S.P.A and Otokoç Otomotiv Ticaret ve Sanayi A.Ş.
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