TOFAŞ
TÜRK OTOMOBİL FABRİKASI A.Ş.
DECISION OF THE BOARD OF DIRECTORS
Date of Decision
: 05.032014
Number of Decision
: 2014/8
Trade Registry Number
: İstanbul - 100324
Company Headquarters
: Büyükdere Cad. Tofaş Han No: 145 Zincirlikuyu, İstanbul
Board Members
:
- 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:
1- Determination of location, date, time and agenda of Ordinary General Assembly
Meeting,
2- Authorization for signing the List of Those Present.
-------------------------
1
This Decision is made by recirculation by hand as per Turkish Commercial Code 6102
Article 390 Paragraph 4, as recommended by the Chairman of the Board of Directors.
1- It is hereby decided that Tofaş Türk Otomobil Fabrikası A.Ş. 2013 Ordinary General
Assembly Meeting will be held with the agenda below on 28 March 2014 Friday at 11:00
at the Company Headquarters at Büyükdere Caddesi Tofaş Han No: 145 Zincirlikuyu
34394 Şişli-İstanbul, the invitation process will be in accordance with the relevant
procedures, it will be announced on Trade Registry Gazette, on Company web site
www.tofas.com.tr at Merkezi Kayıt Kuruluşu e-Company portal and Electronic General
Assembly System and Public Information Platform and in this connection Corporate
Governance Adoption Report, Financial Tables, Independent Auditor Report created by
the Independent Auditing Company Başaran Nas Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş. (A Member of PricewaterhouseCoopers), Board Activity
Report including the Board of Directors share distribution offer and the Notification Notes
with the items of agenda and the explanations required for adaption to the regulations by
Capital Markets Board will be made available for inspection by the Shareholders at the
Company Headquarters minimum three weeks prior to the date of General Assembly
Meeting with the day of announcement and day of meeting excluded and they will be
announced at Company's corporate web site, Public Information Platform and Electronic
General Assembly Meeting system.
AGENDA
OF 46TH ORDINARY GENERAL ASSEMBLY MEETING OF THE SHAREHOLDERS
OF TOFAŞ TÜRK OTOMOBİL FABRİKASI ANONİM ŞİRKETİ TO BE HELD ON
28 MARCH 2014
1. Opening and election of Meeting Chairmanship,
2. Reading, discussion and approval of 2013 Activity Report prepared by the Company's
Board of Directors,
3. Reading of Independent Audit Report Summary for 2013 accounting period,
4. Reading, discussion and approval of 2013 Financial Statements,
5. Acquittal of each Board Member for 2013 activities of the Company,
6. As per the regulations by Capital Markets Board, submitting the “Profit Distribution
Policy” of the Company for 2013 and onwards for approval,
7. Approval, approval with amendment or rejection of the Board’s proposal on
appropriation of 2013 profits and the date of appropriation,
8. Definition of number of Board Members and their assignment terms, making elections
based on the defined number of members, selection of Independent Board Members,
2
9. Informing the Shareholders on “Remuneration Policy” for Board Members and TopLevel Managers and the payments made within the frame of such policy as required
by Corporate Governance Principles,
10. Determination of monthly remunerations of Board Members,
11. Approval of selection of Independent Auditing Organization by the Board of Directors
as per the Turkish Commercial Code and Capital Markets Board regulations,
12. Informing the Shareholders on donations made by the Company in 2013 and setting
an upper limit for donations in 2014,
13. Informing the Shareholders on transactions with affiliated parties in 2013 as per the
Regulations by Capital Markets Board,
14. Authorization of the majority shareholders, shareholder 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 and informing the
shareholders on such business and transactions of this nature in 2013 as per the
Capital Markets Board Corporate Governance Communiqué,
15. Wishes and opinions.
2- Present List will be signed by the Board Chairman or another Board Member if the
Board Chairman is not available.
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
3
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05.032014 Number of Decision : 201