Tofaş Türk Otomobil Fabrikası A.Ş.

Transcription

1 Tofaş Türk Otomobil Fabrikası A.Ş. REPORT ON ASSOCIATED PARTY TRANSACTIONS WHICH WERE PERFORMED IN 2014 AND WILL BE REPEATED IN 2015 UNDER THE SAME CONDITIONS General Information This report is created as per Article 5 of Communiqué Vol: VI, No. 41 on Provisions Applicable for Joint Stock Companies Subject to Capital Markets Act amended by Communiqué Vol: VI, No. 52 by Capital Markets Board (CMB) applicable in 2014 (Communiqué) and Article 10 of Communiqué Vol: II (Communiqué). Communiqué Vol: IV, No. 41 requires that, if the total amount of continuous asset, service or liability transfer transactions of companies quoted on Borsa Istanbul with the associated parties in one accounting period reaches or exceeds 10% of the total assets or total gross sales as listed in the annual financial tables disclosed in accordance with CMB regulations, a report comparing the terms of such transaction and market conditions will be created by the company's board of directors. As per the Corporate Governance Communiqué, 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 the affiliated parties in a certain accounting period, the rate of sales to their costs based on the final annual financial statements in purchasing transactions, terms of 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 should be disposed via KAP. The purpose of this report is to disclose the terms of transactions between Tofaş Türk Otomobil Fabrikası A.Ş. (Company) and the associated parties as defined by International Accounting Standards Article 24 (IAS 24) within the scope of CMB regulations 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 is provided on transactions between Tofaş Türk Otomobil Fabrikası A.Ş. and the associated parties in 2014 in footnote 25 of publicly disclosed financial tables for 2014 activities and this Report only evaluates vehicle, spare part and service purchases from (Italy) and vehicle and spare part sales to Otokoç Otomotiv Ticaret ve Sanayi A.Ş. and purchases from FCA Italy SPA (Poland) which exceed 10% as compared to market conditions.

2 It is estimated that the transactions of same qualifications will exceed the 10% limit as specified by the Communiqué in 2015 and the transactions will be performed based on the principles explained in this report. 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 Co managed by Koç Holding A.Ş. and Fiat, the Company is run in cooperation by Koç Group and 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. Vehicle manufactured by the Company are Mini Cargo, New Doblo and others as contracted by Fiat. The Company is associated to Capital Markets Board and quoted in İstanbul Stock Exchange since 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. Shareholding Structure Share Percentage of Share % 189,270, Koç Holding A.Ş 187,938, Other Koç 1,341, Other Partners 121,440, Total 500,000, Information on 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 Group has also investments in Finance and Media and has a capital of 4.5 Billion. The shares of the company are traded in Italy, Germany, France and United States stock exchanges. owns % of the Company's shares.

3 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 Lancia Volvo etc. vehicles and also provides maintenance services, short and long term vehicle leasing services, wholesales of spare parts and financing services for vehicles. It also provides fuel oil sales services at one location. 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 Terms of the Transactions with Associated Parties and Comparisons with Market Conditions The table listing the sales/purchases of the Company exceeding 10% from to is as follows. Transactions with Information on Transactions Exceeding 10% of Company's Total Assets/Turnover Associated Person (Name/Title) Transaction (000 TL) Type of Transaction Pricing/Profit Distribution 649,117 Purchase of Vehicles Profit/Loss Distribution 79,158 Spare Part Purchase Cost Plus 1,330,127 Purchase of Manufacturing Materials Cost Plus

4 317,379 Purchase of R&D Cost Plus 5,741 Information Technologies Cost Plus 4,154 Prototype Purchase Cost Plus 5,543 Service Purchase Cost Plus Total Purchases 2,391,219 3,264,005 Vehicle Sales Cost Plus 174,235 Spare Part Sales Cost Plus 4,895 R&D Sales Cost Plus 182 Service Sales Cost Plus Total Sales with FCA Italy S.P.A. 3,443,317 The Company's manufacturing and supply cooperation with the associated party FCA Italy S.P.A. are based on the agreements for Doblo dated 20 January 2000, MCV (Mini Cargo) dated 31 March 2005, Linea D200 dated 30 December 2005, Doblo 263 (New Doblo) dated 15 October 2007, License Agreement dated 01 July 1997 and Import and Distributorship Agreement dated 25 February 2008.

5 Imports and Exports are as follows: 2014 Vehicle Imports (Pcs) 2014 Vehicle Exports (Pcs) Model Total Model January ALFA Mıto 23 CARGO-OPEL 18,546 ALFA 4C 3 DOBLO KARGO 7,145 Fiat DOBLO PANORAMA 978 PANDA 202 LINEA 695 LANCIA DELTA 2 MINI CARGO-FIAT 17,492 Fiat 500L 2,461 MINI COMBI-FIAT 10,293 LANCIA VOYAGER 22 PANORAMA-OPEL 1,623 LANCIA THEMA 1 NEW DOBLO-CARGO 42,650 ALFA GIULIETTA 969 NEW DOBLO-PANORAMA 6,962 BRAVO 5 DOBLO USA 4,836 G.PUNTO 2,362 DUCATO VAN 5,339 DUCATO 2,466 FREEMONT 2.0 DIESEL 141 JEEP GRAND CHEROKEE 319 JEEP CHEROKEE 605 JEEP RENEGADE 949 JEEP WRANGLER 95 JEEP COMPASS 481 YPSILON 5 Total 16,631 Total 111,220 Transactions with FCA Italy SPA (Poland) In 2014, our Company has started commercial affiliations with FCA Italy SPA (Poland), which is a FIAT Group Company, and purchased materials used directly for manufacturing at a total amount of TL 917 Million. Information on Transactions Exceeding 10% of Company's Total Assets/Turnover Associated Person (Name/Title) Transaction (000 TL) Type of Transaction Pricing/Profit Distribution FCA Italy SPA (Poland) 917,093 Direct Purchase of Materials (Component Extra Range) Cost Plus

6 Total Purchases with FCA Italy SPA (Poland) 917,093 Transactions with Otokoç Otomotiv Ticaret ve Sanayi A.Ş. Information on Transactions Exceeding 10% of Company's Total Assets/Turnover Associated Person (Name/Title) Transaction (000 TL) Type of Transaction Pricing/Profit Distribution Otokoç Oto Tic.San.AŞ. 827,141 Vehicle Sales Otokoç Oto Tic.San.AŞ. 151,620 Spare Part Sales Otokoç Oto Tic.San.AŞ. 5,352 Service Other Otokoç Oto Tic.San.AŞ. Total Sales 984,113 Otokoç Oto Tic.San.AŞ. Total Purchases 93,228 Warranty, Premium & Other Services The Company has a dealership agreement dated 01 January 2007 with the associated party Otokoç Otomotiv Ticaret ve Sanayi A.Ş. 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. Sales are made to Otokoç Otomotiv Ticaret ve Sanayi A.Ş. and other dealers over the recommended list price. The Company has made a net sales of TL 984,113 to Otokoç Otomotiv Ticaret ve Sanayi A.Ş. in 2014.

7 Result As required by the total amount of continuous transactions between the Company and FCA Italy S.P.A, FCA Italy SPA (Poland) and Otokoç Otomotiv Ticaret ve Sanayi A.Ş. with amounts exceeding 10% of the total assets or total gross sales as listed in the publicly disclosed annual financial tables as explained in Capital Markets Board Communiqué Vol: IV, No: 41, this report explains the terms, pricing methods and reasons for choosing such methods for the transactions with, FCA Italy SPA (Poland) and Otokoç Otomotiv Ticaret ve Sanayi A.Ş. and evaluates the compatibility of them as per the market conditions. It is estimated that such transactions will be repeated in 2015 on the same conditions and exceeding the limit set forth by Article 10 of Communiqué Vol: II.17.1 (Communiqué) by the Capital Markets Board (CMB). Yours Sincerely, TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş.