TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş.

M&A Activity • Aug 20, 2025

Summary Info	Board of Directors' decision regarding the merger of our company with its 100% subsidiary, Stellantis Automotive Marketing Joint Stock Company, through a simplified takeover procedure.
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	20.08.2025
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	30.06.2025
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Stellantis Otomotiv Anonim Şirketi	Not Trading On The Stock Exchange		-

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, İşlem Görmüyor, TRETFOT00017	189.279.856,87	0	0	189.279.856,87
D Grubu, İşlem Görmüyor, TRETFOT00025	189.279.856,87	0	0	189.279.856,87
E Grubu, TOASO, TRATOASO91H3	121.440.286,26	0	0	121.440.286,26

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	500.000.000 TL	0 TL	0 TL	500.000.000 TL

Additional Explanations

By resolution of our Board of Directors dated 20/08/2025 and numbered 2025/22;

Pursuant to the provisions of the Capital Markets Law No. 6362, the Capital Markets Board's Communiqué on Mergers and Demergers (II-23.2) ("Merger Communiqué"), Articles 136 et seq. of the Turkish Commercial Code No. 6102 ("TCC"), Articles 19 and 20 of the Corporate Tax Law No. 5520, and other applicable legislation; it has been resolved that our Company shall merge with Stellantis Otomotiv Pazarlama Anonim Şirketi ("Stellantis Türkiye"), whose shares are wholly owned by our Company, through the transfer of all of its assets and liabilities in their entirety to our Company, by way of a simplified merger procedure as defined under Article 13 of the Merger Communiqué (the "Merger Transaction"),

That the financial statements of the companies dated 30.06.2025 shall be taken as the basis for the Merger Transaction,

That pursuant to Article 13(2) of the Merger Communiqué titled "Simplified Merger," it shall not be necessary to prepare an "Independent Audit Report," "Merger Report" or "Expert Opinion," and that within the scope of the Merger Transaction, no capital increase shall be carried out at Tofaş Türk Otomobil Fabrikası Anonim Şirketi, and therefore, the Merger Transaction does not fall within the scope of the Capital Markets Board's Communiqué on Material Transactions and Exit Rights (II-23.3),

That accordingly, a Merger Agreement shall be executed with Stellantis Türkiye, that pursuant to applicable legislation, the Merger Transaction shall not be submitted to the approval of the General Assembly, and that the necessary other documents relating to the Merger Transaction shall be prepared and/or obtained and an application shall be made to the Capital Markets Board for approval,

has been unanimously resolved.

Developments regarding the said simplified merger procedure shall be disclosed to the public.