TOFAŞ TÜRK OTOMOBİL FABRİKASI A.Ş. Finansal Duran Varlık Edinimi 30 Nisan 2025

All conditions precedent to the closing stipulated under the Stock Purchase Agreement signed between our Company and Stellantis Group in July 28, 2023 have been fulfilled.

Accordingly, a payment of EUR 400 million was made, subject to customary net cash and working capital adjustments, and the transfer of shares of Stellantis Otomotiv Pazarlama A.Ş. (Stellantis Otomotiv) to our Company has been completed. As an additional contingent consideration, an amount corresponding to 77.5% of the free cash flows generated by Stellantis Otomotiv's operations in excess of the references specified in the relevant agreement in each of the initial eight financial years following the closing of the acquisition may be paid.

In this context, in addition to the signing of the vehicle manufacturing agreement disclosed on 04.11.2024, and concurrently with the closing, our Company, Stellantis Otomotiv (collectively with Tofaş, the "Tofaş Group") have signed the following agreements with Stellantis Europe, and other Stellantis Group companies:

 
• New distribution agreements (Peugeot, Citroën,  Opel, and DS Automobiles) which also define the commercial terms between  the parties,

 
• Amendments to the current agreements defining the  commercial principles between Tofaş and Stellantis Group for Fiat, Alfa  Romeo, and Jeep branded vehicles to be distributed by Tofaş, and

 
• Other agreements aimed at developing new joint  business areas with Stellantis Group concerning the refurbishment and sale  of used vehicles, spare parts distribution, and after-sales services.

 

Thus, Tofaş Group, in addition to representing the FIAT, FIAT Professional, Alfa Romeo, Jeep®, and Maserati brands in Turkey, has assumed the import and sales activities for Peugeot, Citroën, Opel, and DS Automobiles branded vehicles and spare parts in Turkey.

In accordance with the Capital Markets Board's II.17-1 Corporate Governance Communiqué (the Communiqué), the updated report regarding the conditions of the transactions and comparison thereof with the market conditions will also be issued seperately as it is forecasted that, within the scope of aforementioned agreements, the amount of common and continuous transactions in an accounting period 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