Related Party Transaction • Apr 30, 2025
Related Party Transaction
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This report is issued as per Article 10 of Corporate Governance Communiqué II-17.1 (the Communiqué) of the Capital Markets Board (CMB). As per the referenced clause, in cases where it is foreseen that the rate of the amount of common and continuous transactions between the corporations and subsidiaries thereof with their related parties within an account period, compared to
a) For purchases, the cost of sales in the latest annual financial statements disclosed to public,
b) For sales, the revenues in the latest annual financial statements disclosed to public,
exceed 10%, the board of directors of the corporation shall, in addition to its resolution, issue a report regarding the conditions of the transactions and comparison thereof with the market conditions and the entire report or its conclusion shall be disclosed on the PDP.
The purpose of this report, in addition to the common and continuous related party transaction reports announced on 28.02.2025, including the Production Agreement signed on 04.11.2024, is to disclose the terms, excluding trade secrets, of transactions anticipated to exceed the limits specified in the Communiqué regarding Related Party Transactions, as defined under Turkish Accounting Standards (TMS 24), between Tofaş Türk Otomobil Fabrikası A.Ş. ("Tofaş") and Stellantis Group companies identified as related parties within the framework of CMB regulations, concerning common and continuous purchases of vehicles as well as purchases and sales of spare parts during 2025 and subsequent years within the scope of the distribution agreements, amendment agreements, and other agreements aimed at developing joint business areas with Stellantis Group concerning the refurbishment and sale of used vehicles, spare parts distribution, and after-sales services announced on 30.04.2025. The report aims to demonstrate that, compared to market conditions, there is no anticipated negative impact on our company.
The Company, 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, second hand sales and their after sales services. The Company is under joint control and management of Koç Holding A.Ş. and Stellantis Europe SPA as per the Joint Venture Agreement. With 24.3% of its capital publicly-traded, Tofaş's shares are included in Borsa İstanbul as well as in that exchange's Corporate Governance and Sustainability indexes. The headquarters of the Company is at Büyükdere Cad. No:145 Zincirlikuyu Şişli-İstanbul. Manufacturing facilities are located in Bursa.
The capital of Tofaş is TRY 500,000,000 and the table showing the shareholding structure is as follows:
| Shareholder | Amount of Shares (TRY) |
Capital Ratio (%) |
Voting Right | Voting Right Ratio |
|---|---|---|---|---|
| Koç Holding A.Ş. | 187.938.121 | 37,5876 | 18.793.812.126 | 37,5876 |
| Other Koç Group | 1.341.736 | 0,2683 | 134.173.561 | 0,2683 |
| Shareholders | ||||
| Koç Goup Total | 189.279.857 | 37,8560 | 18.927.985.687 | 37,8560 |
| Stellantis Europe SPA |
189.279.857 | 37,8560 | 18.927.985.687 | 37,8560 |
| Diğer Ortaklar | 121.440.286 | 24,2881 | 12.144.028.626 | 24,2881 |
| Toplam Sermaye | 500.000.000 | 100,0000 | 50.000.000.000 | 100,0000 |
Summary financial data of Tofaş in 2024 are as follows:
| (000 TRY) | 31.12.2024 |
|---|---|
| Total Assets | 91.659.980 |
| Shareholders Equity | 47.101.612 |
| (000 TRY) | 01.01.2024 - 31.12.2024 |
|---|---|
| Revenue | 120.266.571 |
| Cost of Sales | 108.483.344 |
| Net Profit | 5.221.439 |
Based on above data, a board report is required for purchases estimated to exceed TRY 10.848.334 thousand (2024 COGS*10%) and sales estimated to exceed TRY 12.026.657 thousand (2024 Revenues*10%) in one year.
Stellantis NV, the controlling shareholder of Stellantis group companies, is a multinational automotive manufacturer and mobility provider established on January 16, 2021 with the merger of Fiat Chrysler Automobiles (FCA) and PSA Group. The company is engaged in designing, engineering, manufacturing, distributing and selling vehicles, components and production systems worldwide, the company is among the largest automobile and industrial groups of the world. Headquartered in the Netherlands, the company includes well-known brands such as Jeep, Dodge, Chrysler, Ram, Fiat, Alfa Romeo, Maserati, Peugeot, Citroën, and Opel.
Stellantis NV is a listed company with total assets of 207,6 Billion EUR in 2024, 202,1 Billion EUR in 2023. Summary of financial data of Stellantis NV are as follows:
| (Million EUR) | 31.12.2024 |
|---|---|
| Total Assets | 207.607 |
| Shareholders Equity | 82.115 |
| (Million EUR) | 01.01.2024 - 31.12.2024 |
|---|---|
| Revenue | 156.878 |
| Cost of Sales | 136.360 |
| Operating Profit | 3.687 |
| Net Profit | 5.520 |
Within the scope of our disclosure dated March 1st,2023, and in addition to the signing of the vehicle manufacturing agreement disclosed on November 4th, 2024, our Company, Stellantis Otomotiv (collectively with Tofaş, the "Tofaş Group") have signed the following agreements with Stellantis Europe, and other Stellantis Group companies:
In accordance with these agreements, it is anticipated that a significant portion of Tofaş's commercial activities will continue to be conducted with Stellantis Group Companies, as it has been up to now.
The table below provides information about the transactions expected to be carried out with the Stellantis Group in line with the newly signed agreements. Within the scope of such agreements, purchases of vehicles as well as purchases and sales of spare parts are expected to exceed the 10% thresholds, and adopting a holistic approach, all transactions anticipated to be carried out with the Stellantis Group under these agreements have been included in the table.
| Related Company | Type of Transaction | Pricing/Profit Distribution Method |
|---|---|---|
| Stellantis Group | Purchase of Vehicles | Resale Price Method |
| Purchase of Spare Parts | Resale Price Method | |
| Sales of Spare Parts | Cost Plus Method | |
| Sales of R&D Services | Cost Plus Method |
As a result of negotiations between the parties on new agreements, Tofaş's distribution range has expanded; pricing principles have been updated; and agreements have been signed for new brands and potential new lines of business.
Based on evaluations made in line with current market conditions and developments as well as comparable practices, it has been concluded that terms of the transactions with related parties defined under the new agreements will positively impact our Company's activities and they are aligned with market conditions.
In accordance with Article 10 of the Capital Markets Board's Corporate Governance Communiqué II-17.1, under the distribution agreements, amendment agreements, and other agreements aimed at developing joint business areas with Stellantis Group concerning the refurbishment and sale of used vehicles, spare parts distribution, and after-sales services signed between Tofaş and its fully owned subsidiary Stellantis Otomotiv, which is not publicly traded, and Stellantis Group companies, the amount of common and continuous transactions in an accounting period to be conducted during 2025 and subsequent years is anticipated to exceed the 10% threshold of the revenue disclosed in the latest annual financial statements in sales transactions and 10% threshold of cost of sales disclosed in the latest annual financial statements in purchase transactions. This report provides information on the conditions, pricing method, and rationale for selecting this method regarding the transactions expected to be conducted, and their compliance with market conditions.
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