TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş.

Registration Form • Feb 26, 2025

TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş.

TEXT OF AMENDMENT OF ARTICLES OF ASSOCIATION

Current Text	New Text
Article 6: SHARE CAPITAL	Article 6: SHARE CAPITAL
The Company has accepted the registered	The Company has accepted the registered
share	share
capital	capital
system	system
according	according
to	to
the	the
provisions of the Capital Market Law and	provisions of the Capital Market Law and
adopted the registered share capital system	adopted the registered share capital system
under the permission nr. 532 issued by the	under the permission nr. 532 issued by the
Capital	Capital
Market	Market
Board	Board
on	on
the	the
date	date
of	of
01/08/1991.	01/08/1991.
The registered share capital ceiling of the Company is TL 1,000,000,000 (one billion Turkish Liras) and it is divided into 100,000,000,000 (one hundred billion) shares with a nominal value of 1 (one) Kuruş each.	The registered share capital ceiling of the Company is TL 2,500,000,000 (two billion five hundred million Turkish Liras) and it is divided into 250,000,000,000 (two hundred fifty billion) shares with a nominal value of 1 (one) Kuruş each.
The	The
registered	registered
share	share
capital	capital
ceiling	ceiling
permission granted by the Capital Market	permission granted by the Capital Market
Board is valid for 2021-2025	Board is valid for 2025-2029
(5 years). Even	(5 years). Even
if the permitted registered share capital	if the permitted registered share capital
ceiling is not reached by the end of the year	ceiling is not reached by the end of the year
2025, in order for the Board of Directors to	2029, in order for the Board of Directors to
take a capital increase decision after 2025,	take a capital increase decision after 2029,
the	the
necessary	necessary
authorization	authorization
shall	shall
be	be
obtained from the general assembly of	obtained from the general assembly of
shareholders for a new term of up to 5 years	shareholders for a new term of up to 5 years
pursuant to the permission of the Capital	pursuant to the permission of the Capital
Markets Board for the same amount or for a	Markets Board for the same amount or for a
new ceiling. If such authorization is not	new ceiling. If such authorization is not
taken, the Company cannot increase its	taken, the Company cannot increase its
capital by a resolution of the Board of	capital by a resolution of the Board of
Directors.	Directors.
The issued share capital of the Company is	The issued share capital of the Company is
TL 500,000,000 (five hundred million Turkish	TL 500,000,000 (five hundred million Turkish
Liras) and it is divided into 50,000,000,000	Liras) and it is divided into 50,000,000,000
(fifty	(fifty
billion)	billion)
registered	registered
shares	shares
in	in
total,	total,
consisting of three groups of Group A, Group	consisting of three groups of Group A, Group
D and Group E shares, each with a nominal	D and Group E shares, each with a nominal
value of 1 (one) Kuruş.	value of 1 (one) Kuruş.
The issued share capital of the Company has	The issued share capital of the Company has
been fully paid-in free of any collusion. The	been fully paid-in free of any collusion. The
issued share capital has been allotted to	issued share capital has been allotted to
Group A, Group D, and Group E shares as	Group A, Group D, and Group E shares as
follows:	follows:

Share Group	Number of Shares	Amount (TL)	Percentage	Share Group	Number of Shares	Amount (TL)	Percentage
Group A - Registered	18.927.985.687	189.279.856,87	37,8560	Group A - Registered	18.927.985.687	189.279.856,87	37,8560
Group D - Registered	18.927.985.687	189.279.856,87	37,8560	Group D - Registered	18.927.985.687	189.279.856,87	37,8560
Group E - Registered	12.144.028.626	121.440.286,26	24,2880	Group E - Registered	12.144.028.626	121.440.286,26	24,2880
TOTAL	50.000.000.000	500.000.000	100	TOTAL	50.000.000.000	500.000.000	100

The Company's share capital can be increased or decreased according to the relevant provisions of the Turkish Commercial Code and Capital Market regulations, as deemed necessary.

In the years between 2021 and 2025, The Board of Directors is authorized to resolve to increase the issued share capital of the Company by issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with the related provisions of the Capital Markets Law, and to issue preference shares or shares at a premium or shares below its nominal value. The rights of the holders of preference shares and the pre-emptive rights shall be used according to the provisions of the Turkish Commercial Code and Articles of Association herein. The Board of Directors is authorized to restrict the pre-emptive rights on newly issued shares, provided, however, that such power cannot be used in such manner to cause inequality among the shareholders.

Shares representing the capital of the Company are registered and monitored according to the principles of

dematerialization.

The Company's share capital can be increased or decreased according to the relevant provisions of the Turkish Commercial Code and Capital Market regulations, as deemed necessary.

In the years between 2025 and 2029, The Board of Directors is authorized to resolve to increase the issued share capital of the Company by issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with the related provisions of the Capital Markets Law, and to issue preference shares or shares at a premium or shares below its nominal value. The rights of the holders of preference shares and the pre-emptive rights shall be used according to the provisions of the Turkish Commercial Code and Articles of Association herein. The Board of Directors is authorized to restrict the pre-emptive rights on newly issued shares, provided, however, that such power cannot be used in such manner to cause inequality among the shareholders.

Shares representing the capital of the Company are registered and monitored according to the principles of dematerialization.

The Group D shares of the Company which benefits from the Incentives for Foreign Investments Act No. 6224 are held by the foreign partner Stellantis Europe S.p.A.

The Group D shares of the Company which benefits from the Incentives for Foreign Investments Act No. 6224 are held by the foreign partner FCA Italy S.p.A.