The Minutes of the Group A Preferred Shareholders

TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş.
GENERAL ASSEMBLY MEETING OF
GROUP A PREFERRED SHAREHOLDERS ON 30.03.2012
MINUTES OF THE MEETING
General Assembly Meeting of Group A Preferred Shareholders of Tofaş Türk
Otomobil Fabrikası A.Ş. was held on 30 March 2012 Friday at 12.00 at the Company
Headquarters at Büyükdere Caddesi Tofaş Han No:145 Zincirlikuyu 34394 Istanbul
with the supervision of Mr. Mustafa ÇALIŞKAN, the Commissioner of the Ministry of
Science, Industry and Technology of the Turkish Republic appointed upon the letter
dated 29.03.2012 and the presence of shareholders or their proxies whose names
and signatures are listed in the List of Attendants issued under supervision of the
Board of Directors.
Commissioner of the Ministry understood from the General Assembly file that,
among Group A shareholders that hold 18,927,985,687 shares of the Company
representing TL 189,279,856.87 portion of the Company capital, those representing
TL 188,113,814.70 were present at the meeting personally and those representing
TL 1,166,042.17 by proxy and that the invitation was made in accordance with the
procedures and the relevant provisions of the Articles of Association of the Company
and permitted opening of the General Assembly Meeting accordingly.
1) Pursuant to the Agenda, election for the Chairmanship Council of the General
Assembly Meeting of Group A Preferred Shareholders is made. As a result of
the unanimous resolution, Mr. İ. Cenk ÇİMEN , Mr. Kudret ÖNEN
and Mr. Cengiz EROLDU are elected as the Chairman of Council, Vote
Collector and Secretary, respectively.
2) As per the resolution passed at the Ordinary General Assembly Meeting of
Shareholders dated 30.03.2012 and within the scope of the resolved
amendments in the Company's Articles of Association and the permits
obtained, it is unanimously resolved that the Articles of Association Article 9
“Board of Directors”, Article 10 “Term of the Board of Directors”, Article 11
“Powers of the Board of Directors”, Article 12 “Board of Directors Meetings
and Executive Committee” and Article 13 “Provisions Related to the Board of
Directors” shall be amended and Article 35 “Compliancy with Corporate
Governance Principles” shall be added.
3) The Chairman of Council has proposed a voting on the authorization of
Chairmanship Council to sign the Minutes of the General Assembly of Group
A Preferred Shareholders on behalf of Shareholders and that it will suffice. It
is unanimously resolved that the Chairmanship Council will be authorized to
sign the Minutes of General Assembly and that it will suffice.
4) Best wishes were presented before closure,
These minutes were issued and signed after the meeting at the place thereof.
30 March 2012.
CHAIRMAN OF GENERAL ASSEMBLY
İ. CENK ÇİMEN
VOTE COLLECTOR
KUDRET ÖNEN
COMMISSIONER OF THE MINISTRY
MUSTAFA ÇALIŞKAN
SECRETARY
CENGİZ EROLDU