TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC. · Total number of employees of the Company is 420 as of...

TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.

ACTIVITY REPORT OF BOARD OF MANAGEMENT PREPARED FOR THE

ACCOUNT PERIOD OF JANUARY 1 - DECEMBER 31, 2013 WITH

REFERENCE TO CMB COMMUNIQUE II - 14.1

ACTIVITY REPORT OF BOARD OF MANAGEMENT FOR THE ACCOUNT PERIOD OF

JANUARY 1 - DECEMBER 31, 2013

INDEPENDENT AUDITOR REPORT ON ANNUAL ACTIVITY REPORT

To the attention of the Partners of Tümosan Engine and Tractor Industry Inc.

1. As part of our independent audit, we have audited the accompanying financial statements and disclosures of the

financial information and the Board of Directors of Tümosan Motor ve Tractor Sanayi A.Ş. ("the Company") as of 31 December 2013 we are evaluating whether it is consistent with the same dated financial statements.

2. It is the responsibility of company management to prepare the annual activity report which is the subject of this

report in compliance with the Regulation on Determining the Minimum Content of Corporations' Annual Report.

3. ⇥ As an independent audit company, our responsibility is to present our opinion with relation to consistency of the

financial information included in the annual activity report with the independently audited financial statements

included in the independent audit report dated March 3, 2014.

We made our assessment in compliance with the principles and procedures in relation to preparation and

issuance of annual activity report that entered into force under Turkish Code of Commerce ("TCC") No.6102.

These regulations stipulate that the audit should be planned and conducted to provide a reasonable assurance

whether there is a significant mistake regarding the consistency of the financial information included in the

annual activity report with audited financial statements and the information obtained bu the independent auditor

during the audit or not.

We believe that our assessments provides a reasonable and sufficient basis for our opinion.

3. In our opinion, the financial information included in the attached annual activity report and the assessments and

explanations of Board of Management are consistent with the independently audited financial statements of

Tümosan Engine and Tractor Industry Inc. (Company) dated December 31, 2013.

Güney Independent Audit and Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi A member company of Ernst & Young Global Limited

(Signature)

Metin Canoğullar IAFA

Responsible Auditor

March 3, 2014

İstanbul, Turkey



1

A-INTRODUCTION

1. Period of Report:

This report covers the working period of January 01 - December 31, 2013.

2. Title of Partnership⇥:


3. Commissioned Boards in the

Period :

Board of Management:

Name - Surname

Position/Title

Term of Office

Whether an Independent Member of the Board of Management

Committees Involved and Duty

Nuri ALBAYRAK

Chairman of the Board of Management

3 years as of 13.05.2013

Not an Independent Member

Bayram ALBAYRAK

Deputy Chairman of Board of

3 years as of 13.05.2013


Mesut Muhammet ALBAYRAK

Board Member

3 years as of 13.05.2013


Corporate Governance Committee - Committee on Early Detection of Risk

Mehmet Faysal GÖKALP

Board Member

3 years as of 13.05.2013

Independent Member

Committee Responsible for Audit

Gülten YALÇIN

Board Member

3 years as of 13.05.2013

Independent Member

Corporate Governance Committee - Committee on Early Detection of Risk- Committee Responsible for Audit

They are obliged to perform the duties stipulated in Turkish Code of Commerce and Articles of Association.



2

4. Amendments to Articles of Association :

Amendment of articles 4, 8, 9, 10 and 14 of our company's articles of association is approved by Capital Market Board and the Ministry of Customs and Trade on 27.02.2013 and they were approved in the ordinary general assembly of our company held on May 13, 2013 at 10:00 AM. Tests of amendment are published on our web site.

5. Alterations in Capital :

There are no alterations in the capital of our company. Registered ceiling of capital and the amount of issued capital is currently as follows.

Issued Capital TL 115.000.000

Registered Capital Ceiling TL 500.000.000

6. Partner Structure and Voting Rights :

Group A shares has voting privilege and 1 Group A share has 15 (fifteen) voting rights. Half of the board members are selected by general assembly from among the candidates presented by A Group shareholders. In case the number corresponding half of the board members is fractional, then it is rounded down. Group B shares do not have any privileges.

Share Group

Registered/Bearer

Nominal Value of One Share (TL)

Number of Shares

Rate to Capital

Total Nominal Value (TL)

A Registered 1.00 12.000.000,00 10.43 12.000.000,00

B Bearer 1.00 73.000.000,00 63.48 73.000.000,00

B Bearer 1.00 30.000.000,00 26.09 30.000.000,00

TOTAL 100,00 115.000.000,00



3

PARTNERSHIP STRUCTURE

TOTAL

OTHE

R

HEDEF GİRİŞİM CAPITAL BAYRAM ALBAYRAK

NURİ ALBAYRAK

MUSTAFA ALBAYRAK

KAZIM ALBAYRAK

AHMET ALBAYRAK

MUZAFFER ALBAYRAK

EREĞLİ TEKSTİL

115.000.000,00 ⇥ 100.00% 22.140.993,74 19.25%

2.000.000,00 1.74%

2.000.000,00 1.74%

2.000.000,00 1.74%

2.000.000,00 1.74%

2.000.000,00 1.74%

2.000.000,00 1.74%

2.000.000,00 1.74%

78.859.006,26 68.57%

7. Information regarding the personnel, worker movements, collective bargaining practices, employee and worker rights and benefits:

Total number of employees of the Company is 420 as of 31.12.2013, 126 of which are White

Collars and 296 are Blue Collars. Provisions stipulated in Labor Law are applied for company

employees.

8. Information regarding the donations made by the partnership in the year :

The Company made Donations of Aids amounting TL 142.664 within 12 months.

9. Information regarding the organizations of company other than the head office :

Head Office of the Company is located in İstanbul and production facilities are in Büyük kayacık Mahallesi Aksaray Çevre Yolu Caddesi No:7/1 Selçuklu/Konya address.

10. Statement Regarding Important Administrative Sanctions and Penalties Imposed on the Company and Board Members Due To Practices Against the Provisions of Legislation :

None.



4

11. Information Regarding Important Lawsuits Filed Against the Company and Potential Outcomes :

None.

12. Information Regarding the Conflicts of Interest Between the Company and Institutions that It Buys Services for Investment Consultancy and Rating and the Measures Taken by the Company to Prevent These Conflicts of Interest :

None.

B-operations

1.Administrative

operations

Board of

Management

Name - Surname

Position/Title

Term of Office

Whether an Independent Member of the Board of Management or not


Nuri ALBAYRAK


3 years as of 13.05.2013


Bayram ALBAYRAK


3 years as of 13.05.2013



Board Member

3 years as of 13.05.2013


Corporate Governance Committee - Committee on Early Detection of Risk


Board Member 3 years as of 13.05.2013

Independent Member




5

Gülten YALÇIN

Board Member

3 years as of 13.05.2013

Independent Member




6

They are obliged to perform the duties stipulated in Turkish Code of Commerce and Articles of Association.

Head Office Name Surname Position

Kurtuluş Öğün General Manager

Nizamettin Çevik Finance Manager

Fazlı Özaltın Sales Manager

Bülent Bolat Purchasing Manager

Kamil Kerim Köktürk Accounting Manager

Galip Öztürk Marketing Manager

Tevfik Günal Investor Relations Officer

Collective Bargaining Practices :

Our company does not have any personnel subject to collective bargaining.

Severance Pay Liability :

Severance pay liability of the company at the end of the period is TL 2.039.725.

Independent Audit Company

Auditing of our company's financial statements has been conducted by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi since 2008.

2. Subject of Activity of Company :

Tümosan Engine and Tractor Industry Inc. (formerly named as Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret Anonim Şirketi) ("Tümosan" or "Company") was established in Ankara on 23.06.1976 pursuant to Cabinet Decree dated 13.11.1975 No. 7/10905 to produce engine

parts, drive train and similar equipment but later on the company intensified its operations on

the production of diesel engines and tractors. Being one of the first diesel engine producers,

Tümosan has produced diesel engines for tractors produced under the same brand and also

provided diesel engines to companies that produced diesel engined vehicles for long years.



7

The company was included in the scope and program of privatization on August 18, 1998 and

Company shares owned by Mechanical and Chemical Industry Corporation were transferred

to the Directorate of Privatization Administration and it was decided to complete the

privatization procedures within one year.

4 companies participated in the tender of privatization of the company made on April 24,

2000 and the sales contract was respectively sent to the entrepreneurs determined as buyers

but because none of them signed the contract within the specified periods of time, their

warranties were registered as revenue and the tender was not concluded positively. Following

the tender, Tümosan continued its operations in a limited way and the Company was merged

with Sümer Holding A.Ş. upon decision of the Directorate of Privatization Administration

dated 03.02.2003 No. 2732 with all of its rights and obligations on the basis of the transfer

balance sheet prepared as of 30.11.2002 within the scope of privatization operations and thus

the legal entity of Tümosan Türk Motor Sanayi A.Ş. was brought to an end as of this date. Later on Tümosan's factory in Konya was registered at Konya Trade Registry with trade

registry number 26788 under the trade title of "Sümer Holding A.Ş. Tümosan/Türk Motor Sanayii İşletmesi" on 20.02.2003. Second privatization tender was went out in 2004 and

Tümosan's assets were bought by Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret A.Ş. and handover procedures were completed on July 1, 2004. Alçelik Çelik Yapı İnşaat San ve Tic A.Ş. was established with a capital of TL 500.000 and amendment to articles of association in

reference to establishment was registered on 23.09.2003. The trade name of Alçelik Çelik

Yapı İnşaat San ve Tic A.Ş. was changed in the extraordinary general assembly meeting on 29.12.2010 into TÜMOSAN Engine and Tractor Industry Inc. and the said change was

registered on 06.01.2011.

Addresses of head office and factory of the Company are below.

Head Office: Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul Factory: Büyükkayacık Mahallesi Aksaray Çevre Yolu Caddesi No:7/1 Selçuklu/Konya/Turkey

GENERAL INFORMATION ABOUT TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC.

1. Information on the activity of the

business: Company Profile: 93 thousand square meters of indoor area built on an area of 1.6 million square meters

Biggest capacity of tractor production in Turkey under a single roof

Engine Production Capacity : 75.000/year - three shifts.

Tractor Production Capacity : 45.000/year - three shifts.

Public Offering : December 5, 2012

BIST Symbol: TMSN



8

2. Information Regarding Public Offering of the Company :

Capital Before Public Offering: TL 105.000.000

Capital Increase: TL 10.000.000

Capital After Public Offering: TL 115.000.000

Upper Limit (Ceiling) of Registered Capital: TL 500,000,000

Partner Sales: TL 20.000.000

Total Shares Offered to Public: 30.000.000

Free Float Rate: 26.09%

Public Offering Price: TL 4,00

Request Collection Dates: November 28-29-30

Public Offering - Public Listing Date: December 5, 2012

Sales price of a share with a nominal value of TL 1 is determined as TL 4,00.

Dividend Policy

By the decision taken in the ordinary general assembly held on 13.05.2013, TL 26.749.000 of the profit for 2012 is distributed in cash on 31.05.2013.

It is planned to distribute dividend regularly from profits of 2013 and following years. Necessary announcements will be published on Company's web site and PDP.

Protocol Signed Regarding the Receivables from Related Parties

In compliance with the protocol signed between the Company and related party

partnerships, TL 15.764.808,44 of the total receivables amounting TL 82.4 million

was paid to our company on 20.12.2012 and the remaining TL 77.095.546,76 was paid

on 05.06.2013 with interest rate specified in the protocol.

Bonus Share Distribution

Bonus (additional) Group B bearer shares of Tümosan at the rate of 4% were

transferred to the accounts of investors who purchased TMSN shares through Public

Offering and kept them in their accounts for 90 days. A total of 266.641,738 TMSN

shares were transferred to investors on 06.03.2013.



9

Buy Back Commitment

Controlling Shareholder of our Company, Ereğli Tekstil bought back 15.359.006,26 shares within the first 10 days pursuant to its Buy Back Commitment at Public Offering.

Financial Performance Guarantee for Fiscal Year 2013

Controlling partner of the Company, Ereğli Tekstil will distribute bonus shares to compensate the deviation, if the average of FAVÖK and Net Profit of the Parent Partnership to be calculated according to the financial statements of TÜMOSAN which are audited pursuant to Capital Market Legislation for 2013 will be less than TL 72.5 million. Bonus shares will be distributed among all shares traded at the Exchange following the disclosure of year end financial statements for 2013. Rate of additional shares to be distributed will be limited to 50%. The condition of having participated in public offering in distribution will not be sought.

3. İMKB Special Circumstances Disclosures :

Special circumstances that our institution is obliged to perform are notified to Public

Disclosure Platform. These special circumstances can be reviewed at web address of

www.kap.gov.tr .

4. Corporate Governance Compliance Report :

Necessary attention was paid to implement the principles included in "Corporate Governance

Principles" issued by Capital Market Board (CMB) during the account period of January 1 -

December 31, 2013 and Corporate Governance Compliance Report is attached in

APPENDIX-1.

5. Research and Development operations :

R&D Center of TÜMOSAN was established in 2005.

It carries on its operations at İTÜ Technopark.

R&D works continue basically on Vehicle Design, Transmission and Diesel Engine.

42 engineers are employed at R&D Center.

R&D Center implementation workshops are located in Konya.

http://www.kap.gov.tr/



1

0

R&D Works:

Completed Projects

• 4WD Front Axle

• 16 x 16 Gearbox

• Stage III-A and Stage III-B Engine

• 3 and 4 cylinder tractor design

• Design and Production of 115 HP Tractor (MAXIMA)

• Reduction of the noise level of TÜMOSAN Tractor Engines and production of prototype.

• Design, prototype production and industrial application works in reference to converting TÜMOSAN diesel engines into LPG and CNG fueled engines.

Projects in Progress

• Design of New Generation Tiered 3-4-6 Cylinder Turbo Intercooler Diesel Engine Compatible with Stage IV Emission Standards

• Design and Development of Hydraulic-Powered, 4 Wheel Drive, Self-Propelled Cotton Picking Vehicle

Planned Projects

• Development of Electronic Control Unit for Heavy Tonnage Vehicles

• Self-Propelled spraying machine

• Telehandler

6. Investing activities :

The net cash earned (used) from investing activities in the relevant period amounts to TL

55.943.516. Details are provided in the relevant footnotes of financial statements.

7. Production Capacity :

Having the biggest capacity of tractor production under one roof in Turkey, the Company has

the potential of increasing the capacity if needed on the current complex



10

without making additional investment in land. Tümosan has the annual capacity of producing

15.000 tractors and 25.000 diesel engines in a single shift. 3 cylinder diesel engines in the

range of 50-85 HP and 4 cylinder diesel engines in the range of 75-115 HP are being

produced. Annual tractor production capacity is 15.000 in a single shift and 45,000 in three

shifts. Considering the said capacity ratios, it is one of Turkey's major tractor production

plants.

Tractor Production

• Production of 3 and 4-cylinder tractors in the range of 50-115 HP.

• Production lines are composed of CNC transfer benches.

• Works to increase productivity and reduce costs in production lines are in

progress.

Diesel Engine Production

• A total of 170 thousand diesel engines have been produced in the last 3 decades.

• Diesel Engines:

• 3 cylinder engines in conformity with European Union emission standard Stage III-A;

• 50 - 55 - 65 - 75 - 85 HP

• ⇥4-cylinder engines; 75 - 85 - 95 - 105 - 110 - 115 HP

• Production preparations for 125 HP Engine

8. Production and Sales :

TÜMOSAN 2012 2013

PRODUCTION

6.611 9.166

SALES 6.735 9.325



11

Sales: 2013 2012

Domestic Sales

440.471.992

285.933.089

Exports 5.111.287 7.590.857 Sales discounts and refunds (497.786) (1.961.552)

Total Sales, net 445.085.493 291.562.394

Cost of Sales: 2013 2012

Primary Material and Supply Expenses

315.688.813

214.137.198

General Production Expenses 15.999.664 12.672.138 Amortization and Redemption 4.954.967 4.444.448 Personnel Expenses 7.533.619 5.950.188 Change in Work in Process Inventories 2.109.251 1.220.648 Change in Finished Goods Inventories (5.495.994) (5.746.712)

340.790.320 232.677.908

Cost of Sold Commodities

7.154.122

5.284.391

7.154.122 5.284.391

Total cost of sales (-) 347.944.442 237.962.299

Gross Profit 97.141.051 53.600.095

2013 2012

Tractor Sales 433.795.619 284.792.533 Engine Sales 2.918.361 2.127.294 Spare Part Sales 8.371.513 4.642.567

Total Sales 445.085.493 291.562.394



12

9. Basic Indicators : Financial statements are prepared in compliance with the "Communique on Financial

Reporting in Capital Market" of CMB Series II, No.14.1.

Balance Sheet

Current period Previous period

Independently audited

Independently Audited (revised)

Footnote Assets References December 31,

2013 December 31, 2012

Current assets 188.979.813 252.744.117

Cash and cash equivalents 5 5.353.636 22.021.784

Financial investments 6 242.251 -

Trade receivables 53.792.169 52.370.805

Receivables from unrelated parties 9 53.481.090 51.962.276

Trade receivables from related parties 29 311.079 408.529

Other receivables 29 131.435 78.742.029

Other receivables from related parties 29 131.435 78.742.029

Inventories 10 96.405.746 67.260.905

Pre-Paid Expenses 2.848.724 1.098.775

Other current assets 19 30.205.852 31.249.819

Fixed assets 98.429.090 75.278.795

Financial fixed assets, net 11 84.212.934 72.394.794

Intangible fixed assets, net 12 7.801.456 2.163.406

Investment properties 14 358.982 367.847

Other receivables 29 6.055.718 -

Other receivables from related parties 29 6.055.718 - Other fixed assets 19 - 352.748

Total assets 287.408.903 328.022.912


Independently audited

Independently Audited (revised)

Footnote references

Resources December 31,

2013 December 31, 2012

Short term liabilities 50.583.033 124.871.921

Short term borrowings 7 639.468 4.817.900

Short term portions of long term borrowings 7 2.906.810 16.659.031

Other financial liabilities - 25.916.317

Trade payables 33.398.269 53.908.496

- Trade payables to related parties 29 139.962 68.777

- Trade Payables to Unrelated Parties 9 33.258.307 53.839.719

Payables ⇥ within ⇥ the scope of ⇥ employee benefits

18

1.064.414

1.822.892

Deferred expenses 1.556.375 5.963.558

Liability for period income tax 27 4.319.199 7.838.393



13

Short term provisions 6.365.912 4.789.147

- Short term provisions related to employee benefits

17

518.366

385.980

- Other short term provisions 15 5.847.546 4.403.167

Other short term liabilities 19 332.586 3.156.187

Long term liabilities 3.135.147 4.661.182

Long term borrowings 7 41.512 1.797.539

Long term provisions 2.039.725 1.582.941

- Long term provisions related to employee benefits

17

2.039.725

1.582.941

Deferred tax liability 27 1.053.910 1.280.702

Equities 233.690.723 198.489.809

Equities Paid-in capital 20 115.000.000 115.000.000

Share premiums 20 13.074.563 26.241.624

Financial fixed assets valuation fund 2.3.1 39.371.136 39.371.136

Reserves on retained earnings 20 3.954.095 85.576

Other accumulated incomes or expenses not to be reclassified for profit or loss

227.596

341.015

- ⇥ Actuarial gains/losses fund from retirement plans

18

227.596

341.015

Accumulated Losses - (12.092.063)

Net profit for the period 20 62.063.333 29.542.521

Total liabilities and equities 287.408.903 328.022.912

Income Statement


Independently

audited

Independently Audited

(revised)

Footnote references

January 1-

December 31, 2013

January 1-

December 31, 2012 Continuing operations

Revenue 21 445.085.493 291.562.394 Cost of sales (-) 21 (347.944.442) (237.962.299)

Gross Profit 21 97.141.051 53.600.095

Research and development expenses (-)

22

(1.964.326)

(920.888)

Marketing, sales and distribution expenses (-) 22 (16.101.761) (12.934.475) General administrative expenses (-) 22 (4.870.280) (5.456.829) Other real operating incomes 24 2.690.543 3.270.561 Other real operating expenses (-) 24 (2.431.963) (1.288.602)

Real operating profit 74.463.264 36.269.862

Incomes from investing activities

759.777

-

Profit from operations before financing income 75.223.041 36.269.862

Financial incomes

25

7.884.429

12.947.316

Financial expenses (-) 26 (6.318.081) (11.695.225)



14

Profit before tax 76.789.389 37.521.953

Tax expense - Tax expense for the period (-)

27

(14.924.493)

(7.838.392)

- Deferred tax income / (expense) 27 198.437 (141.040)

Net profit for the period 62.063.333 29.542.521

Other comprehensive income/(expense):

Actuarial losses/gains calculated within the scope of employee benefits Tax effect

2.3.1

(141.774)

28.355

117.243 (23.449)

Other comprehensive income (after tax) (113.419) 93.794

Total comprehensive income

61.949.914

29.636.315

Gains per share for principal shareholders (full TL) 28 0,5397 0,2569

Weighted average number of shares

(average share at the price of TL 1)

115.000.000

115.000.000

10. Board Report :

Dear Partners,

We present you the Activity Report of Tümosan Engine and Tractor Industry Inc. for the

period of 01.01.2013-31.12.2013. Our report includes general information about our

company, assessments of company management regarding the operations in 2013, information

regarding public offering and relationships of the Company with sectors. Financial statements

dated 01.01.2013-31.12.2013 are included in the last section of the report. Financial results

provided in this report are prepared within the framework of the communique of Capital

Market Board, Series II, No. 14.1 and their announcements accounting for this communique

and in compliance with Turkish Accounting Standards published by Public Oversight,

Accounting and Auditing Standards Authority (KGK).

APPENDIX-1

CORPORATE GOVERNANCE COMPLIANCE REPORT 1. Implementation of the Corporate Governance Principles issued by the Capital Market

Board are of decisive and increasing importance for our Company. In this context our

Company continues to comply with Corporate Governance Principles and make

improvements and adjustments in issues to be complied with due to developing conditions.

The Compliance Report drawn up to include the applicable and non-applicable aspects of the

said principles



15

is available on the website of our Company, (www.tumosan.com.tr .

Within the framework of the provisions of the Communique on Determination an

Implementation of Corporate Governance Principles of Capital Market Board, (Corporate

Governance Communique) all mandatory principles except independent members and

committees required to be established are complied with. Some of the non-mandatory issues

have been complied with but structuring that would lead overemployment, increased

operational expenses and consequently decrease dividend income of Company partners are

avoided.

Unimplemented Corporate Governance Principles are not likely to cause any conflict of

interest. Implementations in reference to corporate governance principles are as follows.

SECTION I - SHAREHOLDERS

2. Investor Relations Department:

"Investor Relations" department was established to work on protection of exercising share

ownership rights, report to Board of Management and maintain the relationships between

Board of Management and shareholders.

Principal tasks of the department are to;

a. procure the records related to shareholders to be kept healthy, secure and up-to-date,

b. reply written information requests of shareholders in reference to company with the exception of information not disclosed to public, confidential information and trade secrets,

c. ensure the general assembly meetings are held in compliance with applicable legislation, Articles of Association and other intercorporate regulations,

d. prepare the documents that shareholders can benefit from at general assembly

meetings,

e. ensure recording voting results and conveying the reports regarding the results to

shareholders,

f. looking after and monitoring all matters in reference to public disclosure including legislation and information policy of the company.

g. ensure all kinds of questions asked by the shareholders and stakeholders to be accurately answered as soon as possible by establishing the required coordination; pay necessary attention to protect internal information in the shared information.

http://www.tumosan.com.tr/



16

h. pay regard for quarterly financial reports to be prepared in compliance with capital market legislation, articles of association and Corporate Governance Principles issued by CMB and results of General Assembly to be recorded wholesomely.

i. ensure active usage of "Investor Relations" section on Company's web site for public

disclosure; procure the special circumstances disclosures, informing presentations, relevant

corporate information and the information and data stipulated by regulatory authorities and

Corporate Governance Principles of CMB to be up to date.

j. pay regard to Corporate Governance Principles issued by CMB to inform the

shareholders an stakeholders and for public disclosure.

k. report the works of Investor Relations Department to Board of Management about

once every 6 and 12 months and whenever it is considered necessary.

l. follow share price performance and make suggestions to improve price performance.

Investor Relations Department has replied all information requests conveyed via phone, e-

mail and in the interviews with investors as of the date of its establishment in detail within the

Information Policy of TÜMOSAN Engine and Tractor Industry Inc.

Contact Information;

Unit Supervisor: Tevfik Günal

Affiliated General Manager of Company: Kurtuluş

Öğün

Phone: 0212 468 19 88

E-mail: [email protected] - [email protected]

Address: Yeşilköy Mah. Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8 Bakırköy/İstanbul

3. Exercise of the Right to Information by Shareholders :

In order for the shareholders of the company to exercise their right to information immediate

action was taken and necessary adjustments made on the current web site of the company with

respect to informing the investors. For this purpose the stipulated information under capital

market legislation were added and an e-mail address dedicated to investors was put into

service.

mailto:[email protected]




17

There is no distinction between the shareholders regarding their exercising the right to

information and review and all information are shared with shareholders with the exception of

trade secrets. Queries sent to Investor Relations Department are replied by phone or in writing

by consulting with the top official of the relevant matter with the exception of confidential

information and trade secrets.

Membership procedures to CRA which is established to record and monitor capital market

instruments are completed and the shares representing the capital are recorded and monitored

within the framework of dematerialization principles.

Although the right to request a special auditor as an individual right is not regulated in our

Articles of Association, according to Article 438 of Turkish Commercial Code every

shareholder may request clarification of certain events by a special audit from general

assembly if the right to information and examination was previously exercised when it is

required to use his/her shareholder rights. Until today shareholders did not make any request

in this respect. In addition, operations of the Company are periodically audited by the

Independent Auditor selected at the General Assembly.

4. General Assembly Meetings :

Procedure of General Assembly meetings is applied to ensure maximum participation of our

shareholders. It is also ensured that the minutes of the meetings are always accessible in

writing or in electronic environment.

General Assembly meetings are convoked by the Board of Management pursuant to the

provisions of Turkish Code of Commerce (TCC), Capital Market Law and Articles of

Association of the Company. When the Board of Management makes a decision to hold the

General Assembly, all necessary invitations and explanations are made through PDP and

starting from 2013, invitations to, announcements of, participation and voting in General

Assemblies are being made by using the Electronic General Assembly System (EGAS)

included in Central Registry Agency.

Financial statements and activity reports are made available at the Company Headquarters at

least 21 days prior to General Assembly. Announcements of General Assembly meetings are

published on company's web site at least 3 weeks in advance. Following notification of

financial statements to İMKB and printing the activity report all information and reports are delivered to the addresses of demandants in writing via post, fax or e-mail as fast as possible.

The records are made available at places where the shareholders can easily access including

electronic environment.

Attention is paid to put the information that would affect exercising the rights to serve their

purposes into use of shareholders in electronic environment. Attention is paid to make the

information such as financial statement and other reports including annual activity report,

profit distribution suggestion, suggestions regarding amending the Articles of Association,

organizational changes and important changes regarding the operations of company available



18

for the shareholders to easily access at company headquarters and branches and also in

electronic environment.

Information document drawn up regarding the agenda and articles of agenda of general

assembly and other documents forming the basis of articles of agenda are kept open for

inspection as of the announcement date of convocation. Commercial affairs with group

companies and other partners are conducted within the framework of market prices. Attention

is paid to prepare the periodic financial statements and footnotes in a manner to present the

financial status of company and activity report of the company to include detailed information

about all operations.

Minutes of Ordinary General Assembly Meeting, 2012

Ordinary general assembly of Tümosan Engine and Tractor Industry Inc. for 2012 was held

on Monday, May 13, 2013 at 10:00 AM at the head office of the company in Yeşilköy Mahallesi, Atatürk Cad No: 10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address under the supervision of Mr. Selahattin AVŞAR, the Ministry Representative, who was commissioned with the official letter of İstanbul Governorship's Provincial Directorate of Customs and Trade No.90726394-47/5092. The meeting is

commenced in physical environment and Electronic General Assembly System.

Meeting invitation was announced as stipulated in the law and articles of association together

with its agenda in Turkish Trade Registry Gazette dated 26/04/2013, Issue 8308, page 1165

and in Yenişafak Newspaper dated 19/04/2013 in due of time.

The list of shareholders obtained from Central Registry Inc. in accordance with the

Communique on Book-Entry Capital Market Instruments and Book-Entry Transactions of

Relevant Rights No. IV/28 issued by Capital Market Board and the lists of Those Who Attend

the Meeting in Electronic Environment and Those Who Physically Attend the Meeting were

controlled. Then the List of Attendants is controlled and it was understood thata total of

80.918.876 shares out of 115.000.000 shares that correspond to capital of the company

amounting TL 115.000.000 were represented in the meeting.

Distribution of the shares in the meeting was as follows; 2.000.000 Group A shares

corresponding to capital amounting TL 2.000.000 were present personally, 77.569.911,06

Group B shares corresponding to capital amounting TL 77.569.911,06 were present by proxy,

1.348.964,94 Group Bshares corresponding to capital amounting TL 1.348.964,94 were

present personally. Therefore it was clear that the minimum meeting quorum stipulated both

in the law and articles of association was present and the meeting is opened by Mr. Selahattin

AVŞAR without needing to comply with the ceremony regarding invitation to general assembly meeting as stipulated by article 416 of Turkish Code of Commerce and discussion

on the agenda started.



19

1. It was unanimously accepted to select Nuri ALBAYRAK as Chairman of the Meeting,

Tevfik GÜNAL as Vote Collector and Hayrettin KÖKTAŞ as Clerk. 2. Granting authorization to Meeting Council to sign the minutes of meeting was

unanimously decided.

3. Reading and discussing the financial statements, activity report of the board and

auditor's report for 2012 separately was discussed. As said reports were submitted for

examination of our partners before the meeting in compliance with the periods stipulated in

the law at Public Disclosure Platform (PDP), on our company's web site and at the head office

of the Company, Chairman put to vote of general assembly whether it is necessary to read

them again or not and it was unanimously decided that it is not necessary to read them again.

Council Chairman asked if anybody was asking to speak on Balance Sheet and profit and loss

accounts. When it was understood that nobody wanted to have a word financial statements,

activity report of the board and auditor's report for 2012 were unanimously approved at the

end of the voting.

4. In line with the suggestion to recover the loss amounting TL 8.117.901,97 present in

the account of retained losses in accordance with legal records of our Company by offsetting

it from premiums on sale of share certificates, distribute the net profit for the period resulting

from the operations in 2012, it was unanimously decided to spare TL 1.644.320 as legal

reserve, distribute TL 26.749.00 to partners in cash, transfer the remaining profit to

extraordinary reserves and distribute the profit on 31.05.2013.

5. Dividend distribution policy of our Company for 2102 an subsequent years was

submitted for our partners' information and it was unanimously approved.

6. Internal Directive about the Basis and Procedures of Company's General Assembly

was submitted for general assembly's approval and it is unanimously approve in the attached

form.

7. Salary policy of the Company was submitted for general assembly's information and it

was unanimously approved.

8. Discussion is made on approval of independent audit company selected by the Board.

At the end of the voting "Güney Bağımsız-Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (A member of Ernst & Young Global Limited)" was unanimously approved

as the independent audit company for 2013.

9. Amendment of articles 4, 8, 9, 10 and 14 of our articles of association in order to hold

the company's general assembly meetings in electronic environment and to comply with

Turkish Code of Commerce was submitted for partners' information and it was unanimously

approved.

10. Number and term of office of Board Members was discussed. At the end of the voting

the following partners who were present at the meeting were unanimously selected as board

members for a period of three years: Nuri ALBAYRAK with T.R. Identity Number of

14114928358, who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address; Bayram ALBAYRAK with T.R. Identity Number of 14117928294, who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address; Mesut Muhammet ALBAYRAK with T.R. Identity Number of 13925934602



20

who resides in Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149 address; Mehmet Faysal GÖKALP with T.R. Identity Number of

32548802822 , who resides in Uşak University, İİBF Dekanlığı 1 Eylül Kampüsü/UŞAK address; and Gülten YALÇIN with T.R. Identity Number of 44020037202 , who resides in

Yeşilköy Mahallesi, Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8, 34149, Bakırköy- İstanbul address. 11. The subject of granting discharge to Board Members for their operations, acts and

works in 2012 was discussed. At the end of the voting where the Board Members who were

disfranchised, it was unanimously decided to grant a discharge to Board Members and

Auditors separately for their operations, acts and works in 2012.

12. The subject of paying a salary to Board Members was discussed. It was unanimously

decided not to pay a salary to Board Members and pay a honorarium of TL 5.000 (net)per

month to independent members.

13. It was unanimously decided to entitle the controlling shareholders, board members,

senior management and their spouses and up to the level of secondary cognates and relatives

by marriage to make transactions which would cause conflicts of interest and compete with

company or affiliates and perform the business of Company personally or on behalf of others

and be partners of such companies and make other transactions stipulated in Articles 395 and

396 of Turkish Code of Commerce.

14. Wishes and requests are heard and the meeting is adjourned.

Statement of Profit Appropriation :

TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC. STATEMENT OF PROFIT APPROPRIATION FOR 2012 (TL)

1. Paid-In / Issued Capital 115.000.000,00

2. Total Legal Reserves (According to Legal Records)

85.576

Information regarding privileges in profit appropriation pursuant to Articles of Association if there is any

There Is No Privilege in Profit Appropriation.

According to CMB

According to Legal Records

(LR) 3 Profit (Loss) for the Period 37.639.196 41.147.344 + Taxes Payable (-) 8.002.881 8.260.963 5 Net Profit for Period (=) 29.636.315 32.886.382 6 Accumulated Losses (-)

7 Primary Legal Reserve (-) )

1.644.319 1.644.319

8/(a) Unrealized Capital Gains are Considered

0

ACTIVITY REPORT OF BOARD OF MANAGEMENT

FOR THE ACCOUNT PERIOD OF


21

Net Distributable Profit for Period

8/(b) Unrealized Increases of Value (-)

0

8/(c) Unrealized Decreases of Value (+)

0

8/(d) Net Distributable Profit for the Period, Unrealized Capital Gains are not Considered

0

9 Donations made During the Year (+)

26.200

26.749.000

10 Net distributable loss for the period with the addition of donations to calculate the first dividend

0 11 First Dividend to

Shareholders 0

-Cash 26.749.000 -Free of Charge 0 -Total 0 12 Dividend Distributed to

Privileged Shares

13 Dividend to Board Members, employees etc.

14 Dividend Distributed to Owners of Redeemed Shares

15 Second Dividend to Partners

16 Secondary Legal Reserves

17 Statutory Reserves

18 Special Reserves

19 EXTRAORDINARY RESERVES

1.269.196 4.493.063 20 Other Resources Stipulated

to Distribute

-Profit for Previous Year -Extraordinary Reserves -Other Distributable

Reserves Pursuant to Law and Articles of Association

INFORMATION ABOUT DISTRIBUTED PROFIT SHARE RATE INFORMATION GROUP REGARDING DIVIDEND

PER

SHARE TOTAL

DIVIDEND TOTAL

AMOUNT AT




22

OF TL 1 (TL)

DIVIDEND PER SHARE

RATIO (%) GROSS A 2.791.200,00 23.26

B 23.957.800,00 23.26 TOTAL 26.749.000,00

NET A 2.372.400,00 19.77 B 20.363.100,00 19.77 TOTAL 22.735.500,00

RATIO OF DISTRIBUTED PROFIT SHARE TO NET DISTRIBUTABLE PROFIT FOR THE PERIOD PLUS DONATIONS

AMOUNT OF PROFIT SHARE DISTRIBUTED TO PARTNERS (TL)

RATIO OF DISTRIBUTED PROFIT SHARE TO NET

DISTRIBUTABLE PROFIT FOR THE PERIOD PLUS

DONATIONS (%) 26.749.000,00 95.47

5. Voting Rights and Minority Rights :

Group A shares has voting privilege and 1 Group A share has 15 (fifteen) voting rights. Half of the board members are selected by general assembly from among the candidates presented by A Group shareholders. In case the number corresponding half of the board members is fractional, then it is rounded down. Group B shares do not have any privileges.

Group A shareholders have 15 (fifteen) votes for 1 (one) share and Group B shareholders

have 1 (one) vote for 1 (one) share in ordinary and extraordinary general assembly meetings.

A voting right arising from a share on which there is usufruct right can be used either by the

beneficial owner or their proxies. If the share is owned by more than one person, the common

representative can cast the vote.

In general assembly meetings votes are taken by show of hands. However upon request of the

owners of twentieth of the capital represented by the shareholders present, secret voting

method is used.

There is no provision in Company's Articles of Association regarding representation of minority shares in the management and there is no regulation regarding cumulative voting method either. Since the controlling shareholders don't stipulate voluntary implementation regulation stated in capital market legislation,

23




the provisions regarding the current General Assembly quorum apply.

6. Right to Dividend :

In accordance with our company's Articles of Association, there is no privilege regarding

participation in company's profit through partnership interest. [The company] decided to

determine the dividend distribution policies with regard to the year of 2012 and subsequent

years pursuant to regulations of Capital Market Board. Based on this decision, the profit

distribution suggestion prepared by the Board of Management is submitted for General

Assembly's approval at the meeting held on May 13, 2013 at 10:00 AM. According to this

suggestion, our company’s policy regarding dividend distribution in 2012 and subsequent

years will base on the profit for the period included in financial statements drawn up within

the current legal regulations (after deducting reserves to be spared pursuant to laws, taxes,

funds, financial payments and loss of the previous year, if any) and the distributable dividend

to be calculated by considering provisions of relevant legislation and articles of association

and equity ratio, sustainable growth rate, market value and cash flows of the company will be

distributed on the date (dates) to be determined in compliance with the regulations of Capital

Market Board either in cash or by distributing the shares to be issued by adding the dividend

to capital free-of-charge or some part in cash and some part as free-of-charge share

distribution. Profit distribution policy is determined as follows.

Dividend Policy

The below dividend policy determined by the Board of Management will be submitted for

General Assembly's information.

[The company] decided to determine the dividend distribution policies with regard to the year

of 2012 and subsequent years pursuant to regulations of Capital Market Board. Based on this

decision, the profit distribution suggestion prepared by the Board of Management will be

submitted for General Assembly's approval. According to this suggestion, our company’s

policy regarding dividend distribution in 2012 and subsequent years will base on the profit for

the period included in financial statements drawn up within the current legal regulations (after

deducting reserves to be spared pursuant to laws, taxes, funds, financial payments and loss of

the previous year, if any) and the distributable dividend to be calculated by considering

provisions of relevant legislation and articles of association and equity ratio, sustainable

growth rate, market value and cash flows of the company will be distributed on the date

(dates) to be determined in compliance with the regulations of Capital Market Board either in

cash or by distributing the shares to be issued by adding the dividend to capital free-of-charge

or some part in cash and some part as free-of-charge share distribution.

24




7. Transfer of Shares :

There is no regulation in Company's Articles of Association that makes transfer of shares difficult.

SECTION II - PUBLIC DISCLOSURE AND TRANSPARENCY

8. Information Policy :

Our company disclose the values of capital market instruments that it issues or important

events and developments that would effect investment decisions of investors to public as soon

as it becomes aware of them via special circumstance disclosures in conformity with the

principles of equality, sincerity, impartiality, consistency and convenience. Information that

would prevent competitive power of company and accordingly bear harmful consequences

with regard to company, shareholders and stakeholders and trade secrets shall not be included

in the announcements. Information sent to Public Disclosure Platform are published on

company's web site as soon as possible. Confidentiality of the information subjecting to

special circumstance disclosures is ensured with a protocol signed between those who are

listed as authorized to access the internal information and company till they are disclosed to

public. Financial reports prepared in compliance with International Financial Reporting

Standards (IFRS), Capital Market Legislation and CMP's Corporate Governance Principles

and independently audited at every 6 and 12 months and the attached documents are

published on Public Disclosure Platform in line with CMP and BIST regulations following

their approval by the Board of Management. Pursuing Capital Market regulations in line with

Corporate Governance Principles, maintaining relationships with capital market institutions,

meeting information requests of shareholders and investors, enabling them to exercise their

rights of share ownership, providing information flow with respect to General Assemblies by

various ways including our web site and ensuring the required coordination underlie our

information policy.

Chairman and Members of the Board, General Manager or Investor Relations Department are

entitled to make announcements to all information channels including press to inform the

public and hold meetings with shareholders, investors, analysts and stakeholders. Principle of

equality in invitation is adhered for this meetings. All presentations made and reports

submitted at these meetings are published on company's web site. Requests of interview,

declarations and similar requests by press are evaluated and replied in accordance with its

information policy by the company.

News and rumors reported in media organs or public about our company are pursued through

periodicals monitored by Investor Relations Department. Special circumstance disclosures are

made that include information other than comments and technical analyses made basing on

our company's announcements and whether the news and rumors that are considered to effect

the value of capital market instruments issued by the company and investment decisions of

investors significantly are true and sufficient or not. All questions of our partners

25




PARTNERSHIP STRUCTURE

TOTAL

OTHER

HEDEF GİRİŞİM CAPITAL BAYRAM ALBAYRAK

NURİ ALBAYRAK

MUSTAFA ALBAYRAK

KAZIM ALBAYRAK

AHMET ALBAYRAK

MUZAFFER ALBAYRAK

EREĞLİ TEKSTİL

are replied either in writing or verbally by Investor Relations Unit within the scope of

information policy and by paying regard to principle of equality provided that they comply

with the provisions of Capital Market Law and not regarded as trade secrets. These questions

and their answers are also published on Frequently Asked Questions section of our web site.

Our Board of Management is authorized to pursue and develop the information policy.

9. Company's Web Site and Its Content

Information included in Corporate Governance Principles of CMB are posted on the corporate

web site of the company (www.tumosan.com.tr ) both in Turkish and in English and these

information is regularly updated.

10. Activity Report :

Within the framework of the provisions of the Communique on Determination an

Implementation of Corporate Governance Principles of Capital Market Board, (Corporate

Governance Communique) all mandatory principles except independent members and

committees required to be established are complied with. Some of the non-mandatory issues

have been complied with but structuring that would lead overemployment, increased

operational expenses and consequently decrease dividend income of Company partners are

avoided.

Unimplemented Corporate Governance Principles are not likely to cause any conflict of

interest.

11. Disclosure of Ultimate Real Person Controlling Shareholder/Shareholders

Present table is as follows. Information in reference to this matter are published in Public

Disclosure Platform and are constantly updated.

115.000.000,00 ⇥ 100.00% 22.140.993,74 19.25% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74% 2.000.000,00 1.74%

2.000.000,00 1.74% 2.000.000,00 1.74% 78.859.006,26 68.57%

http://www.tumosan.com.tr/

26




12. Disclosure of Persons Who Have Access to Internal Information to Public

When it is considered that they might have information and strategic decisions that only the

top management of the company would know, the names of the said persons are not disclosed

as there is no legal obligation. Because these information should not be known by company's

competitors who are active in company's field of activity and not to be disclosed to third

persons and public. This information includes those which have great importance for

economic success and productivity of the company such as corporate structure, organization,

financial-economic-cash status, research and development studies, operating strategy, raw

material sources, technical specifications of production, pricing policies, market shares,

wholesaler and customer networks, trade secret nature of records and data in documents and

electronic environment. Information regarding those who have access to internal information

are kept in the file prepared to retain them for 8 years and submit to the Board and Stock

Exchange upon request.

Name

Surname Title NURİ ALBAYRAK CHAIRMAN OF THE BOARD BAYRAM ALBAYRAK DEPUTY CHAIRMAN OF THE BOARD MESUT MUHAMMET ALBAYRAK BOARD MEMBER FARUK ALBAYRAK BOARD MEMBER MUHAMMET SİNAN ALBAYRAK BOARD MEMBER MUSTAFA ALBAYRAK FOUNDER OF THE COMPANY KAZIM ALBAYRAK FOUNDER OF THE COMPANY AHMET ALBAYRAK FOUNDER OF THE COMPANY MUZAFFER ALBAYRAK FOUNDER OF THE COMPANY KURTULUŞ ÖĞÜN GENERAL MANAGER NİZAMETTİN ÇEVİK FINANCE MANAGER BÜLENT BOLAT PURCHASING MANAGER FAZLI ÖZALTIN SALES MANAGER KAMİL KERİM KÖKTÜRK DEPUTY ACCOUNTING MANAGER TEVFİK GÜNAL INVESTOR RELATIONS OFFICIAL MUSTAFA ŞAHİN HEAD OF HUMAN RESOURCES MURAT İHSAN DEMİRAĞ HEAD OF LOGISTICS DEPARTMENT ENİSHAN ÖZCAN DEPUTY R&D (ENGINE) MANAGER ZAFER AKBULUT R&D (PRODUCT) MANAGER E. ÖMER TÜRKOĞLU PRODUCTION (ASSEMBLY) MANAGER ÜZEYİR ARSLANGİL QUALITY CONTROL MANAGER OSMAN BABAOĞLU FACTORY MANAGER MUHAMMET İBRAHİM SADIKOĞLU PRODUCTION PLANNING MANAGER HÜSEYİN TUNCER ENGINEERING MANAGER AHMET IŞIK MACHINERY ENERGY MANAGER RAMAZAN KILINÇ PRODUCTION (METAL CUTTING)

MANAGER HÜSEYİN KÖYLÜ ADMINISTRATIVE AFFAIRS MANAGER GALİP ÖZTÜRK MARKETING MANAGER

27




SECTION III - STAKEHOLDERS

13. Informing the Stakeholders

Employees, suppliers, customers and third persons who are in direct relationship with

company are subject to equal operations and communication as stakeholders. All stakeholders

are informed in matters that concern them and our company holds necessary organizations,

information meetings, planned studies and regulations including required explanations in this

respect.

14. Participation of Stakeholders in Management :

Practices that would enable stakeholders to participate in improvement works regarding

administrative matters, express their opinions and make assessments in this respect are

executed within the establishment. Meetings aimed at improving quality and productivity

where employees, suppliers and customers can reflect their requests are being carried out in

line with company policies.

15. Human Resources Policy

Our company aims at continuously improving working environment and conditions within the

framework of contemporary management understanding, laws and standards and informing all

parties that has relationship with.

16. Rules of Ethics

No donations have been made during the period. In the letter obtained from T.R. Konya Governorship Provincial Directorate of Environment and Forestry

dated 06.05.2009 and numbered 648/2812, it is stated that the Company activity is not within

the scope of Environmental Impact Assessment Regulation (EIA).

Company's ethical rules are disclosed to public on its corporate website. While production

operations are determined in line with this mentality, the attention is focused on areas that

contribute to environmental sustainability and pay attention to long term benefit of society

and economy. The concept of social responsibility within the framework of this mentality is

an indivisible part of the business model of Company.

28




SECTION IV – BOARD OF MANAGEMENT

17. Structure and Formation of Board of Management :

Name - Surname

Position/Title

Term of Office

Whether an Independent Member of the Board of Management or not


Nuri ALBAYRAK


3 years as of 13.05.2013


Bayram ALBAYRAK


3 years as of 13.05.2013



Board Member

3 years as of 13.05.2013


Corporate Governance Committee - Committee on Early Detection


Board Member 3 years as of 13.05.2013

Independent Member


Gülten YALÇIN

Board Member

3 years as of 13.05.2013

Independent Member


Board Members' terms of office are determined as 3 years in Articles of Association. The

members whose terms of office expire at the end of this period can be selected again. In case

any membership becomes vacant for any reason, Board of Management temporarily appoints

a person who is vested with the legal conditions stipulated in Turkish Code of Commerce and

Capital Market legislation as board member and submits it to the approval of the next General

Assembly. Thus the selected member completes the term of former member.

The number and qualifications of independent board members are determined pursuant to

regulations of Capital Market Board regarding corporate governance. Pursuant to Corporate

Governance

29




Principles, there should be at least 2 independent members in the Board of Management.

Gülten Talçın and Mehmet Faysal Gökalp were selected as Independent Members in the Ordinary General Assembly Meeting for 2012 Held on 13.05.2013.

Declarations of independence of Independent Members are available within our company and

these members who are identified below maintain their independence criteria.

General Assembly permitted that Board Members, senior executives and their cognates up to

secondary level are entitled to make transactions which would cause conflicts of interest and

compete with Company or affiliates and perform the business of Company in person or on

behalf of others and be partners of companies that deal with such businesses and make other

transactions stipulated in Articles 395 and 396 of Turkish Code of Commerce. stipulated in

Articles 395 and 396 of Turkish Code of Commerce. There have been no conflicts of interest

between the Company and Board Members until today.

Nuri ALBAYRAK - Chairman of the Board:

He was born in 1959 in Of/Trabzon. High school graduate. His business life began in 1980s

with personnel transportation. Nuri Albayrak served as Vice President of Istanbul

Metropolitan Municipality Sports and President of Trabzonspor Club for a while.

Bayram ALBAYRAK - Deputy Chairman of the Board:

He was born in 1956 in Of/Trabzon.His business life began in 1980s with personnel

transportation. Currently he manages Waste Management business of the group.

Mesut Muhammet ALBAYRAK- Board Member:

He was born in Trabzon/Of in 1981. Graduate of Fatih University, Faculty of Management

and acts as board member at some of the group companies.

Prof.Dr. Mehmet Faysal Gökalp – Board Member– Independent Member:

Mr. Mehmet Faysal was born on 06.10.1966 in Midyat and he is the Dean of Uşak University, Faculty of Economics and Administrative Sciences He is married and father of 2 children.

Gülten Yalçın- Board Member - Independent Member:

She was born on 01.04.1962 in Çorlu She is graduated from Gazi University, Faculty of

Economics and Administrative Sciences, Department of Management and simultaneously

completed Ankara University, Faculty of Law, Banking and Commercial




30

Law Research Institute Department of Banking and Ankara University Teacher Certification

Programs. She has CMB licenses of Corporate Governance Compliance Rating and Credit

Rating.

Kurtuluş Öğün - General Manager:

He was born in Sarıkamış, in 1948. Graduate of Turkish Land Forces College and Turkish Land Forces Academy. He is a retired major general and acting as general manager in

Tümosan as of 2004

18. Principles of Activity of Board of Management :

The qualifications sought in selection of board members of our company are in line with

qualifications included in our Articles of Association, CMB legislation and Corporate

Governance Principles. 19 meetings were held in 2013 and decisions were taken

unanimously.

DECLARATIONS OF INDEPENDENCE OF INDEPENDENT BOARD MEMBER CANDIDATES 1)

I hereby declare that I run as a candidate to be an “Independent Member” of the Board of Management of TÜMOSAN Engine and Tractor Industry Inc. (Company) pursuant to the criteria specified in the Articles of Association of the Company and Corporate Governance Communique No. II-17.1 announced by Capital Market Board (CPM) and in this context that;

a) there have been no employment relationship with the Company, the partnerships the management of which are controlled by the company or in which the company has significant influence and with partners who control the management of the company or who have significant influence within the company and with legal entities management of which are controlled by these partners and me, my spouse, my second degree blood relatives and relatives by marriage as an executive to take on important tasks and responsibilities, I and the aforementioned persons did not have more than 5% of the capital or voting rights or privileged shares of such legal entities either together or alone or did not establish any significant commercial relationship with such entities within the last five years,

b) I have not worked as a partner (5% and above) or an executive to take on important tasks and responsibilities or as a board member of companies that the company sells significant amount of goods or services to or buys significant amount of goods and services from under the agreements regarding auditing (including tax audit, legal audit, internal audit), rating of and consultancy for the company within the last five years, particularly during the periods when services or goods are bought or sold,

c) I have necessary vocational education and training, knowledge and experience to properly




30

perform the tasks that I will take on as an independent board member,




31

d) provided that it complies with the legislation that I am bound up with, I will not be a full time employee of public institutions and organizations with the exception of being an academician at any university,

e) I am regarded as a resident of Turkey under the Income Tax Law (ITL) dated 31/12/1960 and 19/12/1960 No.193,

f) I would positively contribute to the operations of company, I can remain neutral in disputes between the company and shareholders, I have strong ethical standards, professional dignity and experience to freely make decisions by considering the rights of stakeholders,

g) I am able to spare sufficient time for company affairs to follow the operations of the company and properly fulfill the requirements of the tasks that I will take on,

h) I did not act as a board member of the company more than six years during the last ten years,

i) I did take on any task as an independent board member of more than three companies controlled by the company or the partners who control the company and more than five publicly traded companies in total,

j) I am not registered and announced on behalf of a legal entity which is selected

as a Board Member.

Gülten Yalçın




32

2)

I hereby declare that I run as a candidate to be an “Independent Member” of the Board of Management of TÜMOSAN Engine and Tractor Industry Inc. (Company) pursuant to the criteria specified in the Articles of Association of the Company and Corporate Governance Communique No. II-17.1 announced by Capital Market Board (CPM) and in this context that;

a) there have been no employment relationship with the Company, the partnerships the management of which are controlled by the company or in which the company has significant influence and with partners who control the management of the company or who have significant influence within the company and with legal entities management of which are controlled by these partners and me, my spouse, my second degree blood relatives and relatives by marriage as an executive to take on important tasks and responsibilities, I and the aforementioned persons did not have more than 5% of the capital or voting rights or privileged shares of such legal entities either together or alone or did not establish any significant commercial relationship with such entities within the last five years,

b) I have not worked as a partner (5% and above) or an executive to take on important tasks and responsibilities or as a board member of companies that the company sells significant amount of goods or services to or buys significant amount of goods and services from under the agreements regarding auditing (including tax audit, legal audit, internal audit), rating of and consultancy for the company within the last five years, particularly during the periods when services or goods are bought or sold,

c) I have necessary vocational education and training, knowledge and experience to properly perform the tasks that I will take on as an independent board member,

d) provided that it complies with the legislation that I am bound up with, I will not be a full time employee of public institutions and organizations with the exception of being an academician at any university,

e) I am regarded as a resident of Turkey under the Income Tax Law (ITL) dated 31/12/1960 and 19/12/1960 No.193,

f) I would positively contribute to the operations of company, I can remain neutral in disputes between the company and shareholders, I have strong ethical standards, professional dignity and experience to freely make decisions by considering the rights of stakeholders,

g) I am able to spare sufficient time for company affairs to follow the operations of the company and properly fulfill the requirements of the tasks that I will take on,

h) I did not act as a board member of the company more than six years during the last ten years,

i) I did take on any task as an independent board member of more than three companies controlled by the company or the partners who control the company and more than five publicly traded companies in total,

j) I am not registered and announced on behalf of a legal entity which is selected

as a Board Member.

M. Faysal Gökalp




33

19. Number, Structure and Independence of the Committees Established in Board of Management :

The number and qualifications of independent board members are determined pursuant to

regulations of Capital Market Board regarding corporate governance. According to corporate

governance principles, there should be at least 2 independent members in the board of

management. Gülten Talçın and Mehmet Faysal Gökalp were selected as Independent Members in the Ordinary General Assembly Meeting for 2012 Held on 13.05.2013.

The number of Board Members of the Company is kept at a minimum to ensure that the

decisions can be taken quickly and effectively. In this context, since the Committee

Responsible for Audit should be composed of only independent members and chairmen of

other committees should also be independent members, one member can be appointed to more

than one committee.

20. Risk Management an Internal Control Mechanism :

WORKING PRINCIPLES OF THE COMMITTEE ON EARLY DETECTION OF RISK OF


1. ESTABLISHMENT

Within the scope of the provisions of Article 378 of Turkish Code of Commerce No. 6102 and

the Communique on Determination and Implementation of Corporate Governance Principles

issued by Capital Market Board, the “Committee on Early Detection of Risk” (“Committee”)

is established within the Company to give advices and make recommendations to Board of

Management for early detection of risk and create an efficient risk management system.

2. PURPOSE

Purpose of the Committee on Early Detection of Risk is giving advices and making

recommendations to our Board of Management in the areas of early detection, evaluation,

calculation of the impact and possibilities of strategic, operational, financial and any other

risks which would endanger existence, development an continuity of the Company;

management and reporting of these risks in compliance with the corporate risk-taking profile

of the Company; implementation of required measures with regard to detected risks;

consideration of them in decision mechanisms and constitution and integration of efficient

internal control systems in this direction within the scope of this regulation and legislation.

3. POWER AND SCOPE

All kinds of resource and support is provided by Board of Management for the Committee to

do its duties. Committee may convene any executive if its necessary and receive his/her

opinion.




34

Committee may take advantage of the opinions of independent experts in matters they

consider necessary. The Company covers the consultancy service charges that the Committee

needs.

When the new Board of Management is selected in Ordinary General Assembly meeting, they

select the Committee on Early Detection of Risk for a term which is equal to the term of the

Board. Committee members perform their duty till the new committee is selected.

Committee reviews and assesses the sufficiency of task and working principles and submits

the relevant amendment suggestions for Board's approval.

Committee acts within the framework of power and responsibility given them by the Board

and gives advices to the Board. However, power and responsibility of the committee shall not

annihilate the responsibility of the Board under Turkish Code of Commerce.

4. STRUCTURE OF THE COMMITTEE

Committee is composed of at least 2 (two) members selected by the Board. Committee

President is selected from among the Independent Board Members. Chief Executive Officer

and General Manager shall not be committee members. If necessary, experts in one's subject

who are not Board Members can also be the members of the committee.

5. COMMITTEE MEETINGS

Committee can meet as often as required to ensure the committee does their duties efficiently.

Committee submits an assessment report to Board of Management once every 2 (two)

months, refers to dangers if any and present solutions. This report is also sent to the auditor.

Committee makes an assessment of themselves with respect to their duties and performance

once a year and notifies the results of this assessment to Board of Management.

6. DUTIES AND RESPONSIBILITIES

Duties of the Committee:

Performing works to determine the principles to define potential risk factors that might effect

company's operations and attaining its objectives, determine what to do to detect them early

and manage these risks.

Reviewing the risk management system at least once a year.

Procuring determination of duties and responsibilities of internal control systems for early

detection of risks.




35

Reporting the works performed on early detection of risks and management and potential

results of existing risks to Board of Management.

Performing other duties assigned/to be assigned to Committee under the regulations of CMB

and Turkish Code of Commerce.

Investigating important complaints regarding the management notified to partnership,

procuring closure and conveying the related notifications of the employees to the management

in compliance with the principle of confidentiality.

7. ENFORCEABILITY

These working principles of the Committee on Early Detection of Risk shall enter into force

upon their approval by Board of Management. Board of Management is entitled to revise and

update the said principles when necessary.

Duties and Working Principles of the Committee Responsible for Audit

I. PURPOSE AND SCOPE

Article 1 - Purpose of this regulation is determining the duties and working principles of the

Committee Responsible for Audit (Committee) to be established by the Board of TÜMOSAN

ENGINE AND TRACTOR INDUSTRY INC. (Company).

The Committee shall assist the Board of Management in matters such as preparing the

accounting system of the company in compliance with capital market legislation and the

principles included in this regulation, disclosing financial information to public under the

supervision of operating and efficient internal control system and by assessing the matters

during their examination, it shall report them to Board of Management.

II. BASIS

Article 2- This document is drawn up in compliance with regulations, provisions and

principles included in Capital Market Legislation and Corporate Governance Principles issued

by Capital Market Board.

The Committee is authorized to convene relevant persons and representatives of relevant

institutions, internal and external auditors (Auditors) and experts in their subjects including

Company employees and Affiliates to be informed and also receive external legal and

professional consultancy when needed.




36

III. ORGANIZATION

Establishment

Article 3 - The Committee is established and authorized by Board of Management. The

Committee also may benefit from the opinions of independent experts in matters related to its

operations if needed. Cost of consultancy services needed by the Committee Responsible for

Audit shall be covered by the Company.

Committee's term of duty shall be parallel to the term of the Board. However the Committee

shall be reconstituted upon completion of predetermined orientation process of the new

Board.

The Committee acts within its powers and responsibilities and give advices to the Board but

duty and responsibility of the Committee shall not annihilate the responsibility of the Board

arising from Turkish Code of Commerce.

Membership

Article 4 - The Committee is composed of at least two members selected from among the

independent board members of the Company. If the committee is composed of more than two

members, majority of members shall be board members who don't directly undertake any

executive function such as general manager or member of executive committee and who are

not duly authorized for managerial affairs.

Committee Meetings

Article 5 - The Committee meets at the head office of the Company if required. Timing of

committee meetings shall correspond to the timing of board meetings as far as possible.

The Committee submits a report that includes determinations and recommendations regarding

its duties and responsibilities to the Board.

IV. DUTIES AND

RESPONSIBILITIES Independent

External Audit

Article 6 - The Committee Responsible for Audit takes the necessary measures for the

independent external audit to be made efficiently, sufficiently an transparently. In this context

selection of independent audit company, preparation of independent audit contracts,

commencement of audit process and works of independent audit company at every phase shall

be made under the supervision of the Committee.

Independent audit company that the company will buy service from and services of this

company shall be determined by the committee responsible for audit and submitted for the




37

Board's approval. In this




38

context, the Committee shall approve all kinds of fees and compensations of the independent

external auditor related to audit of the Company.

The Committee reviews the scope and approach of the audit proposed by external auditors;

informs the Board regarding the matters that limit the scope of their works or hinder their

performance and makes suggestions.

Before making a proposition for selection of the independent audit company, a report stating

if there is any issue that would damage independency of the independent audit company by

taking the consultancy services of the independent audit company into consideration.

The Committee procures the problems determined during or at the end of the audit made by

independent external auditors and suggestions about elimination of these problems to be

submitted for the Committee's information on time and discussed.

The independent audit company submits important matters regarding accounting policy of the

Company and its implementation, alternative options of implementation and public disclosure

within the scope of international accounting standards which were conveyed to Company

management previously and their likely results and implementation proposals for the

Committee's information in writing.

The Committee may invite the executives and internal and external auditors they consider

necessary to committee meetings and receive their opinions. The Committee also conducts

meetings with independent external auditors and discusses the matters that the Committee or

the auditors want to discuss in private.

Internal Control

Article 7 - The Committee takes necessary measures for the internal auditing of the Company

to be made efficiently, sufficiently and transparently. For this purpose, the Committee reviews

woks and organizational structure of internal audit department of the Company and make

suggestions to Board of Management regarding establishment of the basis of a healthy

internal audit at the Company and affiliates, definition of powers and responsibilities of

internal audit department, procurement of internal audit processes to be conducted in writing

and operation and monitoring the established structure.

The Committee reviews and assesses the internal audit report prepared by the internal audit

department of the Company and presents opinion to the Board. In addition, it investigates

whether the warnings made or advices given by the Auditors in relation to internal control are

made applicable or not.

The Committee is immediately informed about the important events faced with during the

internal audit and those related to operation of internal control system. The issues that limit or

hinder the work of internal auditors are submitted by the Committee for the Board's

information and suggestions are made to annihilate these issues.




39

The Committee reviews the accountability of management regarding security and operation of

the computer system of the Company and crisis plans to be implemented to transfer the

processes into records and protect them if the computer system becomes inoperative.

The Committee develops measures that reveal the events such as misconduct in internal

control or similar matters or that cause contradiction to laws and regulations or deficiency.

With this purpose in mind, it reviews the tracking system that the Company developed for

compliance with laws and regulations, disciplinary measures and results of investigations and

tracking in this respect and makes suggestions to management to make necessary

arrangements and transactions.

Accounting System and Financial Reporting

Article 8 - The Committee audits the periodic financial statements and footnotes to be

disclosed to the public in accordance with existing legislation and international accounting

standards and notifies the management board in writing, taking into account the opinions of

the Company's responsible managers and the independent audit company.

The Committee reviews the activity report to be disclosed to public and checks whether the

information included are accurate and consistent with the information that the Committee has.

The Committee reviews the legal issues relate to important accounting and reporting matters

and investigates their impact on financial statements.

Other Responsibilities

Article 9 - The Committee examines the complaints of partners and stakeholders related to

financial statements of the Company, internal control system, independent audit or subject

and activity and brings them to a conclusion. It is the responsibility of the Committee to

establish the necessary infrastructure for such complaints to reach to the Committee and their

assessment.

The results of the audits and investigations carried out by the regulatory authorities are

reviewed by the Committee and proposals concerning the necessary corrections are submitted

in writing to Board of Management.

It is the Committee's duty to pay regard to procurement of compliance with legal adjustments

and internal regulations within the Company and adapt the changes in legal adjustments

related to operations of the Company to structure of the Company. In this context the

Committee are informed by the relevant departments to be able to track the obligations

stipulated by legal legislation.

If it considers necessary, the Committee may commence special audits and reports the results

of audit to Board of Management. The Committee may appoint experts in their subjects to

assist the Committee in such audits.




40

The Committee submits possible conflicts of interest between Board Members, executives

and other employees and misuse of the Company's trade secrets for Board of Management's

information and makes suggestions with respect to measures to be taken to prevent them.

The Committee also carries out other supervision and monitoring operations requested by

Board of Management.

V. BUDGET

Article 10 - All kinds of resource and support is provided by Board of Management for the

Committee to carry on its duties.

VI. ENFORCEABILITY

Article 11 - This adjustment and related amendments with respect to duties an working

principles of the Committee enter into force by the decision of Board of Management.

Duties and Working Principles of Corporate Governance Committee

I. PURPOSE AND SCOPE

Article 1 - Purpose of this regulation is determining the duties and working principles of

Corporate Governance Committee (Committee) to be established by the Board of TÜMOSAN

ENGINE AND TRACTOR INDUSTRY INC. (Company). The Committee is responsible for

tracing whether the corporate governance principles are implemented within the Company or

not in compliance with capital market legislation and the principles included in this

regulation, determining the reasons of not completely complying with these principles and

conflicts of interest arising from this, performing works to improve the situation and offering

suggestion to Board of Management in this respect.

II. BASIS

Article 2- This document is drawn up in compliance with regulations, provisions and

principles included in Capital Market Legislation and Corporate Governance Principles issued

by Capital Market Board. The Committee is authorized to convene relevant persons and

representatives of relevant institutions, internal and external auditors and experts in their

subjects including Company employees and Affiliates to be informed and also receive

external legal and professional consultancy when needed.

III. ORGANIZATION

Establishment

Article 3 - The Committee is established and authorized by Board of Management. The

Committee also may benefit from the opinions of independent experts in matters related to its

operations if needed. Cost of consultancy services needed by the Committee shall be




40

covered by the Company. Committee's term of duty shall be parallel to the term of the Board.

However the Committee shall be reconstituted upon completion of predetermined orientation

process of the new Board.

The Committee acts within its powers and responsibilities and give advices to the Board but

duty and responsibility of the Committee shall not annihilate the responsibility of the Board

arising from Turkish Code of Commerce.

Membership

Article 4 - The Committee is composed of at least two members selected from among the

board members of the Company. If the committee is composed of two members, both of them

and if it is composed of more than two members, majority of members shall be board

members who don't directly undertake any executive function such as general manager or

member of executive committee and who are not duly authorized for managerial affairs.

Committee President is selected from among the Independent

Board Members. Committee Meetings

Article 5 - The Committee meets at the head office of the Company if required. Timing of

committee meetings shall correspond to the timing of board meetings as far as possible.

The Committee submits a report that includes determinations and recommendations regarding

its duties and responsibilities to the Board.

IV. TASKS AND

RESPONSIBILITIES Compliance

with Corporate Governance

Principles

Article 6 - The Committee is responsible for tracing whether the corporate governance

principles are implemented within the Company or not, determining the reasons of not

completely complying with these principles and conflicts of interest arising from this and

offering improvement suggestions to Board of Management in this respect. In this respect, the

Committee determines unimplemented matters related to corporate governance principles that

would be beneficial for the Company and shareholders and offers suggestions to carry them

into effect in accordance with the structure of the Company and affiliates.

The Committee works on the Company's internal regulations and amendments to be made for

the corporate governance principles to be understood, adopted and implemented by

Company's employees and presents the results to Board of Management.




41

Board of Management

Article 7- The committee carries out works to establish a transparent system with respect to

determination, evaluation and training of appropriate candidates for Board of Management

and determine the policies and strategies in this respect. The Committee develops proposals

regarding the number of Board of Management and executives, determines approaches,

principles and implementations for performance evaluation, career planning and conferral of

board members and executives and supervises the developments.

Conferral of board members is determined in the manner to reflect the performance of board

members and associate it with performance of the Company. The Committee makes justified

suggestions in this regard.

Investor Relations

Article 8- The Investor Relations Unit is established to ensure compliance with the legislation,

articles of association and other internal regulations in exercising shareholder rights and

procure the necessary measures to be taken to exercise these rights performs its duties under

the president of corporate governance committee. Investor Relations Department works on

exercising shareholder rights, reports to Board of Management and procures communication

between Board of Management and shareholders.

"Investor Relations" department was established to work on protection of exercising share

ownership rights, report to Board of Management and maintain the relationships between

Board of Management and shareholders.

Principal tasks of the department are to;

• procure the records related to shareholders to be kept healthy, secure and up-to-date,

• reply written information requests of shareholders in reference to company with the

exception of information not disclosed to public, confidential information and trade

secrets,

• ensure the general assembly meetings are held in compliance with applicable

legislation, Articles of Association and other intercorporate regulations,

• prepare the documents that shareholders can benefit from at general assembly

meetings,

• ensure recording voting results and conveying the reports regarding the results to

shareholders,

• looking after and monitoring all matters in reference to public disclosure including

legislation and information policy of the company.

• ensure all kinds of questions asked by the shareholders and stakeholders to be

accurately answered as soon as possible by establishing the required coordination; pay

necessary attention to protect internal information in the shared information.




42

• pay regard for quarterly financial reports to be prepared in compliance with capital

market legislation, articles of association and Corporate Governance Principles issued

by CMB and results of General Assembly to be recorded wholesomely.

• ensure active usage of "Investor Relations" section on Company's web site for public

disclosure; procure the special circumstances disclosures, informing presentations,

relevant corporate information and the information and data stipulated by regulatory

authorities and Corporate Governance Principles of CMB to be up to date.

• pay regard to Corporate Governance Principles issued by CMB to inform the

shareholders an stakeholders and for public disclosure.

• report the works of Investor Relations Department to Board of Management about

once every 6 and 12 months and whenever it is considered necessary.

• follow share price performance and make suggestions to improve price performance.

Investor Relations Department has replied all information requests conveyed via phone, e-

mail and in the interviews with investors as of the date of its establishment in detail within the

Information Policy of TÜMOSAN Engine and Tractor Industry Inc.

Contact Information;

Unit Supervisor: Tevfik Günal

Affiliated Company General Manager: Kurtuluş Öğün

Phone: 0212 468 19 88

E-mail: [email protected] - [email protected]

Address: Yeşilköy Mah. Atatürk Cad. No:10/2 İstanbul Dünya Ticaret Merkezi A3 Blok Kat:8 Bakırköy/İstanbul

Other Responsibilities

Article 9- The Committee examines the complaints of shareholders and beneficiaries

regarding the matters which fall within the scope of its duties and concludes the results.

V. BUDGET

Article 10 - All kinds of resource and support is provided by Board of Management for the

Committee to carry on its duties.






43

VI. ENFORCEABILITY

Article 11 - This regulation and related amendments with respect to duties and working

principles of the Committee enter into force by the decision of Board of Management.

21. Strategic Objectives of Company

Our company has formed and published its mission, vision and values and they are

continuously being revised in line with developments. Our mission, vision and values have

been prepared by top management of company and determined within the knowledge of

Board of Management and published on our web site.

At the periodic Board Meetings held in accordance with Company's Articles of Association,

company objectives and actualized operations are being followed in a manner to include

performances in previous periods. Current status of the company is being reviewed and new

targets and strategies are being developed if required due to current circumstances. Board of

Management pays regard to the compliance of company operations with legislation, articles of

association, internal regulations and established policies.

22. Powers and Responsibilities of Board Members and Executives

Powers and responsibilities of board members and executives of the company are included in

company's articles of association.

23. Financial Rights :

Salary principles of executives who have administrative responsibility are specified in the

general assembly meeting on 13.05.2013 in writing as a separate item and submitted for the

shareholders' information and salary policy is announced on our web site.

Pursuant to our company's articles of association all rights, interests and salaries granted to

board members are determined by general assembly. The sum of the benefits and interests

provided to top management as of December 31, 2013 amounts to TL 777,320 (December

31, 2012 – TL 712,716).

BOARD OF MANAGEMENT

Date post:	09-Aug-2020
Category:	Documents
Upload:	others
View:	2 times
Download:	0 times

TÜMOSAN ENGINE AND TRACTOR INDUSTRY INC. · Total number of employees of the Company is 420 as of...

Documents