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Tofaş 2019 Annual Report CONTENTS

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Tofaş 2019 Annual Report CONTENTS TOFAŞ AT A GLANCE SUSTAINABILITY 4 ABOUT TOFAŞ 66 CORPORATE SUSTAINABILITY POLICY 5 OUR VISION & OUR MISSION 68 CORPORATE SOCIAL RESPONSIBILITY 5 ABOUT THE KOÇ GROUP AND FCA 71 ENVIRONMENT 6 KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS 73 CLIMATE CHANGE 74 OCCUPATIONAL HEALTH & SAFETY GENERAL ASSEMBLY 75 QUALITY MANAGEMENT 10 AGENDA OF THE ORDINARY GENERAL ASSEMBLY 76 SUPPLY CHAIN MANAGEMENT MEETING 78 CUSTOMER SATISFACTION POLICY 11 INDEPENDENT AUDITOR’S REPORT ON THE BOARD OF 79 TOFAŞ CODE OF ETHICS AND ANTI-CORRUPTION DIRECTORS’ ANNUAL REPORT POLICY 12 CHAIRMAN’S ASSESSMENT 14 BOARD OF DIRECTORS CORPORATE GOVERNANCE 18 DIVIDENDS DISTRIBUTION POLICY 82 INFORMATION ON THE CAPITAL STRUCTURE AND 19 2019 PROFIT DISTRIBUTION PROPOSAL SHAREHOLDING OF THE COMPANY 20 2019 DIVIDEND DISTRIBUTION TABLE 84 DECLARATION OF CORPORATE GOVERNANCE 21 REMUNERATION POLICY FOR TOP-LEVEL MANAGERS PRINCIPLES AND COMPLIANCE REPORT AND MEMBERS OF THE BOARD OF DIRECTORS 106 CORPORATE GOVERNANCE INFORMATION FORM 114 ACTIVITIES OF THE EARLY DETECTION OF RISK AND 2019 ACTIVITIES RISK MANAGEMENT COMMITTEE 24 CEO’S ASSESSMENT 116 AFFILIATED COMPANY REPORT 26 SENIOR MANAGEMENT 117 INDEPENDENT AUDITOR’S REPORT ON THE EARLY 32 TOFAŞ HIGHLIGHTS IN 2019 IDENTIFICATION OF THE RISK COMMITTEE AND 35 AWARDS & RECOGNITIONS SYSTEM 38 INSTITUTIONAL INVESTOR RELATIONS 40 THE TURKISH AUTOMOTIVE SECTOR AND TOFAŞ’S FINANCIAL INFORMATION POSITION IN THE SECTOR 118 CONSOLIDATED FINANCIAL STATEMENTS TOGETHER 47 AUTOMOTIVES INDUSTRY 2020 OUTLOOK WITH INDEPENDENT AUDITOR’S REPORT 48 BRANDS & PRODUCTS 52 DEALERS NETWORK 53 SUBSIDIARIES 56 R&D OPERATIONS 58 DIGITAL TRANSFORMATION 60 HUMAN RESOURCES Tofaş 2019 Annual Report TURKEY’S a Glance at Tofaş 5TH LARGEST INDUSTRIAL Assembly General ENTERPRISE Activities 2019 TURKEY’S ONLY AUTOMOTIVE MANUFACTURER THAT PRODUCES BOTH PASSENGER CARS AND LIGHT COMMERCIAL VEHICLES, TOFAŞ IS TURKEY’S 5TH LARGEST ENTERPRISE. Sustainability Corporate Governance Corporate Financial Information 1 Tofaş 2019 Annual Report AUTOMOTIVES MARKET LEADER HAVING INCREASED ITS MARKET SHARE IN 2019, TOFAŞ IS NOW THE LEADER OF THE TURKISH AUTOMOTIVES MARKET. 2 Tofaş 2019 Annual Report 3 Tofaş 2019 Annual Report ABOUT TOFAŞ Turkey’s fifth largest industrial enterprise and the pioneer of the Turkish automotives industry, Tofaş is the company with the highest score among all the automobile factories within the scope of the “World Class Production” (WCM) methodology applied in the FCA Group’s 400 factories worldwide. TOFAŞ IS THE ONLY AUTOMOTIVE MANUFACTURER IN Tofaş is foremost among Fiat Chrysler Automobiles’ TURKEY THAT PRODUCES BOTH PASSENGER CARS AND strategically important production centers. Within the LIGHT COMMERCIAL VEHICLES. scope of the “World Class Production” (WCM) methodology Founded in 1968, Tofaş is the only company in Turkey that applied in the FCA Group’s 400 factories worldwide, Tofaş manufactures both passenger cars and light commercial is the company with the highest score among all automobile vehicles. factories. The company is also one of the group’s two biggest R&D centers in Europe. Tofaş is a Koç Holding and Fiat Chrysler Automobiles (FCA) partnership in which each controls an equal stake. With 24.3% Tofaş’s plant produces Fiat Doblòs and Fiorinos as well as of its capital publicly-traded, Tofaş’s shares are included in the Fiat Egea family’s sedan, hatchback, and station wagon both the Borsa İstanbul BIST 30 and the BIST 100 indexes as models. Marketed under different marque and model names well as in that exchange’s Corporate Governance Index and in different parts of the world, Tofaş’s Egea line is sold as “Fiat Sustainability indexes. Tipo” in Europe and as “Dodge Neon” in Mexico. Developed and manufactured at Tofaş, the Doblò is also exported to the THE HIGHEST LEVEL IN WORLD CLASS MANUFACTURING United States where it is sold under the ProMaster City name. With an annual production capacity of 450 thousand vehicles Tofaş is also a distributor, handling the domestic sales of six and with nearly 7 thousand employees, Tofaş is Turkey’s fifth marques (Fiat, Fiat Professional, Alfa Romeo, Jeep, Maserati, biggest industrial enterprise. Headquartered in İstanbul, Tofaş Ferrari) in Turkey. conducts its manufacturing operations at its Bursa plant, which occupies about a million m2 of grounds and has 350 thousand m2 of enclosed space. 4 Tofaş 2019 Annual Report OUR VISION Tofaş at a Glance at Tofaş Towards one million vehicles per annum... To be a leading automotive company that shapes customer expectations and is a source of pride. General Assembly General OUR MISSION To improve people’s quality of life by providing them with the products and services that best suit society’s need for mobility. 2019 Activities 2019 ABOUT THE KOÇ GROUP AND FCA Sustainability THE KOÇ GROUP FIAT CHRYSLER AUTOMOBILES With roots that reach back to 1926, the Koç Group is one The result of a 2009 merger between Italy’s Fiat (1899) and of Turkey’s biggest corporate groups. Ranking 217th in the America’s Chrysler Motors (1925), Fiat Chrysler Automobiles Fortune 500 list of the world’s biggest companies, Koç (FCA) is the world’s seventh biggest automotives Holding commands leading positions and strong competitive manufacturer. With 102 production facilities and 46 R&D advantages in sectors with long-term growth potential centers located all over the world, FCA’s products are sold such as energy, automotives, durable consumer goods, and through a network of dealerships and representatives with a financial services. presence in more than 135 countries. In late 2019, FCA signed Governance Corporate a merger agreement with the PSA Group in which each side controls a 50% stake. Financial Information 5 Tofaş 2019 Annual Report KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS In 2019 Tofaş further strengthened its automotive industry position with TL 18.9 billion in sales revenues and an 16.4% domestic market share as it rose to the position of market leader as measured by total sales. OPERATIONAL HIGHLIGHTS 2018 2019 Export Sales (TL thousand) 14,455,023 13,301,313 Domestic Sales (TL thousand) 3,934,701 5,355,308 Other Income from Operational Activities (TL thousand) 213,607 240,293 Cumulative Production Volume (units) 301,750 264,197 Sales (units) 311,499 271,319 FINANCIAL HIGHLIGHTS (TL THOUSAND) 2018 2019 Total Assets 13,001,799 12,809,287 Shareholders’ Equity 3,706,555 4,329,209 Sales Revenues 18,603,331 18,896,914 EBITDA 2,532,578 2,479,757 Profit Before Tax 1,290,894 1,456,555 Net Profit 1,330,423 1,481,639 264,197 271,319 Tofaş produced 264,197 vehicles in 2019. Tofaş sold 271,319 vehicles in 2019. TL 1.5 billion 71.6% In 2019 Tofaş recorded TL 18.6 billion in International sales accounted for a 71.6% sales revenues and a net profit of TL 1.5 share of total sales in 2019. billion. 6 Tofaş 2019 Annual Report Tofaş at a Glance at Tofaş TOTAL ASSETS (TL MILLION) SHAREHOLDERS’ EQUITY (TL MILLION) 13,875 4,329 13,002 12,809 3,583 3,707 General Assembly General +16.8% TL 12.8 billion In 2019 shareholders’ In 2019 total assets equity reached amounted TL 12,809 TL 4,329 million with million. an increase of 16.8%. 2017 2018 2019 2017 2018 2019 2019 Activities 2019 SALES REVENUES (TL MILLION) EBITDA (TL MILLION) 18,603 18,897 2,533 2,480 17,468 1,997 TL 18.9 billion In 2019 sales revenues TL 2.5 billion Sustainability rose by 1.9% and At year-end 2019 reached TL 18,897 Tofaş’s EBITDA was million. TL 2,480 million. 2017 2018 2019 2017 2018 2019 PROFIT BEFORE TAX (TL MILLION) NET PROFIT (TL MILLION) 1,457 1,482 Corporate Governance Corporate 1,291 1,330 1,229 1,283 +12.9% +11.4% In 2019 profit before Net profit increased tax increased by 12.9% by 11.4% reaching to TL 1,457 million in TL 1,482 million in value. 2019. 2017 2018 2019 2017 2018 2019 Financial Information 7 Tofaş 2019 Annual Report BEST-SELLING CAR FOUR YEARS IN A ROW WITH SALES OF 52,205 UNITS, THE FIAT EGEA SEDAN HAS BEEN TURKEY’S MOST POPULAR CAR FOR THE LAST FOUR YEARS. 8 Tofaş 2019 Annual Report 9 Tofaş 2019 Annual Report AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING AGENDA OF 52nd ORDINARY GENERAL ASSEMBLY MEETING OF TOFAŞ TÜRK OTOMOBİL FABRİKASI ANONİM ŞİRKETİ TO BE HELD ON 18 MARCH 2020 1. Opening and election of Meeting Chairmanship, 2. Reading, discussion and approval of 2019 Activity Report prepared by the Company’s Board of Directors, 3. Reading of Independent Audit Report Summary for 2019 accounting period, 4. Reading, discussion and approval of 2019 Financial Statements, 5. Acquittal of each Board Member for 2019 activities of the Company, 6. Approval, approval with amendment or rejection of the Board’s proposal on appropriation of 2019 profits and the date of appropriation created as per the Company’s profit distribution policy, 7. Determination of the number and office term of the Members of the Board of Directors, appointment of the members of the Board of Directors, appointment of the independent members of the Board of Directors, 8. Informing the Shareholders on and approval of “Remuneration Policy” for Board Members and Top-Level Managers and the payments made within the frame of such policy as required by Corporate Governance Principles, 9. Determination of annual gross remunerations of Board Members, 10. Approval of selection of Independent Audit Organization by the Board of Directors as per the Turkish Commercial Code and Capital Markets Board regulations, 11. Informing the Shareholders on donations made by the Company in 2019 and setting an upper limit for donations in 2020, 12. Informing the Shareholders on assurances, pledges, securities and indemnities supplied by the Company and its affiliates in favor of third parties and the profits and benefits gained in 2019 as per the Capital Markets Board regulations, 13.
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