TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş.

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. AMENDMENT TO ARTICLES OF ASSOCIATION

Article No (Current/New)	CURRENT TEXT	NEW TEXT	JUSTIFICATION

Article 6 / 6	Article 6 - Capital	Article 6 – Capital	Article 6 - Capital
	6.1. The Company has accepted the registered share capital system according to the provisions of the abrogated Capital Market Law no 2499 and adopted this system under the permission nr. 11/328 issued by the Capital Market Board on the date of 17.03.2005.	6.1. The Company has accepted the registered share capital system according to the provisions of the abrogated Capital Market Law no 2499 and adopted this system under the permission nr. 11/328 issued by the Capital Market Board on the date of 17.03.2005.	Considering that the validity period of the registered capital ceiling expires at the end of 2025, it is aimed to extend the period until the end of 2029 and to increase
	6.2. The registered share capital of the Company is TL 250,000,000 (Twohundredfiftymillion Turkish Liras). It is divided into 25,000,000,000 (Twentyfive billion) shares each with a nominal value of 1 (one) Kuruş.	6.2. The registered share capital of the Company is TL 2,000,000,000 (two billion Turkish Liras). It is divided into 200,000,000,000 shares each with a nominal value of 1 (one) Kuruş.	the existing authorised capital ceiling, which was last increased in 2005, to TL 2,000,000,000 in accordance
	6.3. The permission granted by the Capital Market Board for the upper limit of the registered share capital is valid for a period of 5 (five) years between 2021 and 2025. Even if the permitted limit of the registered capital is not exceeded in the end of the year 2025, in order to increase the share capital of the Company after the expiry of the 5 year term; it is compulsory for the Board of Directors to obtain authorization for an additional five year term from the General Assembly by means of renewing the permission of the Capital Market Board accordingly. Otherwise, the Company shall not be increased capital through Board of Directors' resolution.	6.3. The permission granted by the Capital Market Board for the upper limit of the registered share capital is valid for a period of 5 (five) years between 2025 and 2029. Even if the permitted limit of the registered capital is not exceeded in the end of the year 2029, in order to increase the share capital of the Company after the expiry of the 5 year term; it is compulsory for the Board of Directors to obtain authorization for an additional five year term from the General Assembly by means of renewing the permission of the Capital Market Board accordingly. Otherwise, the Company shall not be increased capital through Board of Directors' resolution.	with paragraph 4 of Article 5 of the Communiqué on the Registered Capital System numbered II-18.1, taking into account the inflation effect over the previous period, both the low amount of the registered capital ceiling and the increase in the funds that can be added to the capital.
	6.4. The issued capital of the Company is TL 100,066,875 (Onehundredmillionsixtysixthousandeighthundredseventyfiv e Turkish Liras). With a recent Board decision, the Company's capital of TL 53,369,000 is increased by TL 46,697,875 to TL 100,066,875 to be fully covered from internal resources. It is divided into three groups, 3,752,507,812.50 registered shares of Group "A", 3,752,507,812.50 registered shares of Group "B" and 2,501,671,875 registered shares of Group "C", each with a nominal value of 1 (one) Kuruş.	6.4. The issued capital of the Company is TL 100,066,875 (one hundred million sixty six thousand eight hundred seventy five Turkish Liras). With a recent Board decision, the Company's capital of TL 53,369,000 is increased by TL 46,697,875 to TL 100,066,875 to be fully covered from internal resources. It is divided into three groups, 3,752,507,812.50 registered shares of Group "A", 3,752,507,812.50 registered shares of Group "B" and 2,501,671,875 registered shares of Group "C", each with a nominal value of 1 (one) Kuruş.

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. AMENDMENT TO ARTICLES OF ASSOCIATION

	SHARE	CAPITAL STRUCTURE
SHAREHOLDERS	GROUP	NUMBER OF SHARES	AMOUNT (TL)	%
KOÇ HOLDİNG A.Ş.	A	3,752,507,812.50	37,525,078.125	37.50
CNH INDUSTRIAL OSTERREICH GmbH	B	3,752,507,812.50	37,525,078.125	37.50
PUBLIC SHARES & OTHER	C	2,501,671,875.00	25,016,718.75	25.00

GRAND TOTAL		10,006,687,500.00	100,066,875.00	100

The issued share capital of the Company amounting TL 53,369,000 has been fully subscribed and paid-in by the shareholders without collusion.

6.5. At any time between 2021 and 2025, the Company may increase its issued capital by issuing new registered shares each with a nominal value of 1 Kuruş up to the registered share capital ceiling. In any case, the number of new Group "A", Group "B" and Group "C" shares issued shall be in proportion to the existing shares held by the Group "A", Group "B" and Group "C" shareholders respectively. Each group of shareholders shall be allotted the same group of shares as their existing shareholdings. The pre-emptive rights of the shareholders, whether used or not, shall be governed by the regulations of the Capital Market Board and the provisions of this Articles of Association. The consideration for the subscribed shares shall be fully paid in cash as per Capital Market Board requirements. The Company cannot issue additional shares unless the issued shares are fully subscribed and paid in.

The capital of the Company shall be increased or decreased if deemed necessary within the context of Turkish Commercial Code and Capital Markets legislations.

SHARE		CAPITAL STRUCTURE
SHAREHOLDERS	GROUP	NUMBER OF SHARES	SHAREHOLDERS	%
KOÇ HOLDİNG A.Ş.	A	3,752,507,812.50	KOÇ HOLDİNG A.Ş.	A
CNH INDUSTRIAL OSTERREICH GmbH	B	3,752,507,812.50	CNH INDUSTRIAL OSTERREICH GmbH	B
PUBLIC SHARES & OTHER	C	2,501,671,875.00	PUBLIC SHARES & OTHER	C

GRAND TOTAL		10,006,687,500.00	GRAND TOTAL

The issued share capital of the Company amounting TL 53,369,000 has been fully subscribed and paid-in by the shareholders without collusion.

6.5. At any time between 2025 and 2029, the Company may increase its issued capital by issuing new registered shares each with a nominal value of 1 Kuruş up to the registered share capital ceiling. In any case, the number of new Group "A", Group "B" and Group "C" shares issued shall be in proportion to the existing shares held by the Group "A", Group "B" and Group "C" shareholders respectively. Each group of shareholders shall be allotted the same group of shares as their existing shareholdings. The pre-emptive rights of the shareholders, whether used or not, shall be governed by the regulations of the Capital Market Board and the provisions of this Articles of Association. The consideration for the subscribed shares shall be fully paid in cash as per Capital Market Board requirements. The Company cannot issue additional shares unless the issued shares are fully subscribed and paid in.

The capital of the Company shall be increased or decreased if deemed necessary within the context of Turkish Commercial Code and Capital Markets legislations.