Partial demerger through associate model

Transkript

1 ARÇELİK A.Ş. / ARCLK [] :10:38 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :03:12 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :06:00 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : - : Capital Markets Board's approval for partial demerger via facilitated procedure transaction through associate model Board Decision Date Demerger Model Title of New Company/Companies Established After Demerger Scope of Activities of Company Established After Demerger Partial demerger through associate model Arçelik Pazarlama A.Ş. In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities. Paid-in Capital of Company Established After Demerger Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger Paid-in Capital (TL) Target Capital (TL) Share Group Info Paid-in Capital Share Exchan Capital To Be Capital To Be Amount Of Rate Of Bonus New Share Amount of

2 (TL) ge Rate Decreas ed Due To Demerge r (TL) Decreas ed Due To Demerge r (%) Bonus Issue From Internal Resourc es Due to Demerge r (TL) Issue From Internal Resources Due to Demerger( %) s' ISIN Shares Issued Due To Demerg er ARCLK, TRAARCLK91 H Capital Market Board Application Date Regarding Demerger Capital Market Board Application Result Regarding Demerger APPROVAL Capital Market Board Approval Date Regarding Demerger EXPLANATIONS: As stated in our Notification Regarding Demerger on Oct. 12th, 2016, the Announcement Text, prepared for the partial demerger according to the decision of our Company's Board of Directors on Oct. 11th, 2016 and made public on the same date, has been submitted to the Capital Markets Board (CMB) for the approval on Oct. 12th,2016 and CMB approved at the meeting dated Nov. 11th, 2016 and gave the written approval on Nov. 14th, Documents Regarding Demerger Appendix: 1 Appendix: 2 Appendix: 3 Appendix: 4 Appendix: 5 Appendix: 6 Appendix: 7 Appendix: 8 Appendix: 9 Duyuru Metni.pdf - Announcement Text Ekler.pdf - Other Ek 1- Yönetim Kurulu Kararı.pdf - Other Ek 2-Arçelik Pazarlama A.Ş. Esas Sözleşme.pdf - Other Ek 3-Arçelik A.Ş. Haziran Kons.Mali Tablo.pdf - Other Ek 3-Arçelik A.Ş. VUK Bilanço.pdf - Other Ek 4-Arçelik Pazarlama A.Ş. TMS Açılış Bilançosu.pdf - Other Ek 4-Arçelik Pazarlama A.Ş. VUK Açılış Bilançosu.pdf - Other Ek 5-YMM Raporu.pdf - Appraisal Reports

3 ARÇELİK A.Ş. / ARCLK [] :19:17 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :15:35 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :17:53 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : - : Bondholders meeting Board Decision Date Demerger Model Title of New Company/Companies Established After Demerger Scope of Activities of Company Established After Demerger Partial demerger through associate model Arçelik Pazarlama A.Ş. In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities. Paid-in Capital of Company Established After Demerger Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger Paid-in Capital (TL) Target Capital (TL) Share Group Paid-in Share Capital Capital Amount Rate Of New Amount

4 Info Capital (TL) Exchan ge Rate To Be Decreas ed Due To Demerge r (TL) To Be Decreas ed Due To Demerge r (%) Of Bonus Issue From Internal Resourc es Due to Demerge r (TL) Bonus Issue From Internal Resources Due to Demerger( %) Share s' ISIN of Shares Issued Due To Demerg er ARCLK, TRAARCLK91 H Capital Market Board Application Date Regarding Demerger EXPLANATIONS: As stated in our Notification Regarding Demerger on Oct. 11th, 2016, a meeting was held with the bondholders today and consent has been received from the bondholders for the partial demerger. ARÇELİK A.Ş. / ARCLK [] :16:15 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :08:39 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :12:20 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : , , , , ve : Investment Project of our subsidiary, Arctic S.A. EXPLANATIONS: We announced in our material events disclosure dated that our subsidiary in Romania, Arctic S.A. delivered the incentive application to establish a new factory in Romania to produce washing machines (2 million units/year capacity) and the Incentive and State Aid Department of Romania State Ministry of Finance announced that Arctic's investment project of washing machines has been selected after preliminary evaluation in the year of

5 2016 state aid program and the state aid of about EUR 36.2 million (on current exchange rate) has been allocated to Arctic. The final approval and state aid amount for the qualified projects will be determined after a final evaluation by the Incentive and State Aid Department and shall be released in written form. The final approval is still awaited; the investment will start after final approval. The developments will be disclosed to the public when finalized. ARÇELİK A.Ş. / ARCLK [] :22:26 Non-current Financial Asset Acquisition 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş :15:43 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş :19:29 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : : Dawlance transaction closing Announcement Content Board Decision Date for Acquisition - Were Majority of Independent Board Members' Approved the Board Decision for Acquisition - Title of Non-current Financial Asset Acquired Dawlance Private Limited (DPL), United Refrigeration Industries Limited (URIL), Pan Asia Private Equity Ltd (Pan Asia) The acquired companies or their Field of Activity of Non-current Financial Asset whose Shares were being Acquired subsidiaries are engaged in the manufacturing, sales and marketing of refrigerators, freezers, washing machines, microwave ovens, air conditioners with Dawlance brand in

6 Pakistan. Capital of Noncurrent Financial Asset DPL Paid in Capital: 519,129,000 Pakistan Rupee (PKR), URIL Paid in Capital: 518,616,000 PKR, Pan Asia Paid in Capital: USD 1,000 Acquirement Way Satın Alma (Purchase) Date on which the Transaction was/will be Completed 7 November 2016 Acquisition Conditions Peşin (Cash) Detailed Conditions if it is a Timed Payment - Nominal Value of Shares Acquired The entire shares of three companies (DPL, URIL, Pan Asia) are being acquired. Purchase Price Per Share - Total Purchasing Value Total Purchasing Value is USD 243,233,977 based on adjustments made at Closing. Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%) 100% Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%) 100% Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%) 100% Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%) 5.07% Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) 5.32% Effects on Company Operations This Acquisition will be beneficial for our growth strategy in emerging markets

7 and will position our Company as the leader in Pakistan in white goods market. Did Takeover Bid Obligation Arised? Will Exemption Application be Made, if Takeover Bid Obligation Arised? Hayır (No) Hayır (No) Title/ Name-Surname of Counter Party Bashir Dawood, Mariyam Dawood, Regula Limited Is Counter Party a Related Party According to CMB Regulations? Hayır (No) Relation with Counter Party if any There is no relation in terms of equity or management. Agreement Signing Date if Exists 30/06/2016 Value Determination Method of Non-current Financial Asset Negotiation method Did Valuation Report be Prepared? Düzenlenmedi (Not Prepared) Reason for not Preparing Valuation Report if it was not Prepared Preparation of a valuation report is not mandatory. Date and Number of Valuation Report - Title of Valuation Company Prepared Report - Value Determined in Valuation Report if Exists - Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report - EXPLANATIONS: Following the disclosure made on 30 June 2016, all Closing conditions regarding the acquisiton of production and sales companies operating in Pakistan under Dawlance brand have been satistifed. In this regard, the share purchase price is agreed as USD 243,233,977 taking into account the net debt adjustment and the property value adjustment of the transferred properties. Following the payment of the share purchase price amounting to USD

8 243,233,977 by our 100% subsidiary Ardutch B.V. incorporated in the Netherlands, the share transfer is expected to be completed by 7 November ARÇELİK A.Ş. / ARCLK [] :55:30 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :46:20 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :51:14 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Our participation in the capital increase of our subsidiary Ardutch B.V. EXPLANATIONS: Our Company Board of Directors has decided to authorize the Company's Management to take action on participating in the full amount of the capital increase of EUR 222,000,000 as cash for our 100% owned subsidiary Ardutch B.V. in the Netherlands and the payment transaction has been carried out today. ARÇELİK A.Ş. / ARCLK [] :19:25 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :29:04 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :30:46 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Arçelik-LG Agreement

9 EXPLANATIONS: A new Joint Venture Agreement has been signed among Arçelik A.Ş, Koç Holding A.Ş. and LG Electronics, Inc. regarding the management and operations of our joint venture, Arçelik-LG Klima Sanayi ve Ticaret A.Ş. (Arçelik- LG), where our Company has a shareholding of 45% and our parent company, Koç Holding A.Ş., has 5% shareholding. New agreement will be effective until December 31st, The New Agreement, similarly to the previous agreement, will also be based on joint control (50:50) of Koc Group and LG Electronics. In addition to the existing product portfolio which comprise production of room air conditioning products (RACs), Arçelik-LG will also produce commercial air conditioning products (CACs) during the new partnership period in order to get prepared for the expected growth in CAC market. Moreover, based on the agreement made with LG Electronics, Inc, Arçelik A.Ş. will obtain the exclusive rights to sell LG branded commercial air conditioners in Turkey, excluding single CAC products, effective from April This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. ARÇELİK A.Ş. / ARCLK [] :32:04 Forward Looking Evaluations 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :29:04 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :30:46 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Financial results of 3rd Quarter of 2016 and our expectations for 2016 EXPLANATIONS: Investor presentation containing summary information prepared for our financial results of 3rd Quarter of year 2016 disclosed today and our year 2016 expectations are in the attached file. The related presentation is also accessible at ARÇELİK A.Ş. / ARCLK [] :13:54 Notification Regarding Demerger

10 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :06:27 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :09:30 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : - : Announcement for the right of examination of partial demerger via facilitated procedure transaction through associate model Board Decision Date Demerger Model Title of New Company/Companies Established After Demerger Scope of Activities of Company Established After Demerger Partial demerger through associate model Arçelik Pazarlama A.Ş. In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities. Paid-in Capital of Company Established After Demerger Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger Paid-in Capital (TL) Target Capital (TL) Share Group Info Paid-in Capital (TL) Share Exchan ge Rate Capital To Be Decreas ed Due To Demerge Capital To Be Decreas ed Due To Demerge Amount Of Bonus Issue From Internal Rate Of Bonus Issue From Internal Resources Due to New Share s' ISIN Amount of Shares Issued Due To Demerg

11 r (TL) r (%) Resourc es Due to Demerge r (TL) Demerger( %) er ARCLK, TRAARCLK91 H Capital Market Board Application Date Regarding Demerger EXPLANATIONS: Within the scope of Turkish Commercial Code article 171, Demerger Plan, Demerger Report, last three years' Financial Statements and Annual Reports, January 1 - June 30, 2016 interim financial statements were presented to the shareholders for examination on October 11, 2016 by disclosing to the public and the announcement made due to mentioned article has been posted on the Trade Registry Gazette of Turkey on October 14, 2016 numbered 9176 as attached. Documents Regarding Demerger Appendix: 1 Bölünme İşlemi İnceleme Hakkı Duyurusu ARÇELİK A.Ş. / ARCLK [] :49:15 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :42:13 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :44:24 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : - : Application to Capital Markets Board for partial demerger via facilitated procedure transaction through associate model Board Decision Date Demerger Model Partial demerger through associate model

12 Title of New Company/Companies Established After Demerger Scope of Activities of Company Established After Demerger Arçelik Pazarlama A.Ş. In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities. Paid-in Capital of Company Established After Demerger Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger Paid-in Capital (TL) Target Capital (TL) Share Group Info ARCLK, TRAARCLK91 H5 Paid-in Capital (TL) Share Exchan ge Rate Capital To Be Decreas ed Due To Demerge r (TL) Capital To Be Decreas ed Due To Demerge r (%) Amount Of Bonus Issue From Internal Resourc es Due to Demerge r (TL) Rate Of Bonus Issue From Internal Resources Due to Demerger( %) New Share s' ISIN Amount of Shares Issued Due To Demerg er Capital Market Board Application Date Regarding Demerger EXPLANATIONS: The Announcement Text, prepared for the partial demerger according to the decision of our Company's Board of Directors on October 11, 2016 and made public on the same date, has been submitted to the Capital Markets Board for the approval on October 12,2016.

13 Documents Regarding Demerger Appendix: 1 Appendix: 2 Appendix: 3 Appendix: 4 Appendix: 5 Appendix: 6 Appendix: 7 YMM Raporu.pdf - Appraisal Reports Duyuru Metni.pdf - Announcement Text Arçelik A.Ş. Haziran Kons. Mali Tablo.pdf - Other Arçelik A.Ş. VUK Bilanço.pdf - Other Arçelik Pazarlama A.Ş. TMS Açılış Bilançosu.pdf - Other Arçelik Pazarlama A.Ş. VUK Açılış Bilanço.pdf - Other Arçelik Pazarlama A.Ş. Esas Sözleşme.pdf - Other ARÇELİK A.Ş. / ARCLK [] :33:53 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :14:47 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :16:53 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Decision of the Board of Directors for partial demerger via facilitated procedure transaction through associate model Board Decision Date Demerger Model Title of New Company/Companies Established After Demerger Scope of Activities of Company Established After Demerger Partial demerger through associate model Arçelik Pazarlama A.Ş. In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct

14 Paid-in Capital of Company Established After Demerger Will Be Applied to Stock Exchange No For Listing of New Established Company? marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities. Currency Unit TRY Date Of Financial Statements Base To Demerger Paid-in Capital (TL) Target Capital (TL) Share Group Info ARCLK, TRAARCLK91 H5 Paid-in Capital (TL) Share Exchan ge Rate Capital To Be Decreas ed Due To Demerge r (TL) Capital To Be Decreas ed Due To Demerge r (%) Amount Of Bonus Issue From Internal Resourc es Due to Demerge r (TL) Rate Of Bonus Issue From Internal Resources Due to Demerger( %) New Share s' ISIN Amount of Shares Issued Due To Demerg er EXPLANATIONS: Our Company's Board of Directors took the following decisions on October 11, Taking into account current conditions in the markets; to establish more effective and efficient structure, to carry out our company's domestic operations other than R&D and production activities through a separate legal entity, to transfer the whole of the assets and liabilities of "dealer management", "advertising and sponsorship activities," "inventory and stock management "," logistics management "," guarantee service management "," installation and service" activities in the balance sheet without compromising the integrity of the business into Arçelik Pazarlama A.Ş. titled and be established corporation which is our company's 100% subsidiary with the partial demerger.; to realize the partial demerger according to Turkish Commercial Code (TCC) no. 6102, the paragraph "1-b" of article 159, the Capital Markets Board's (CMB) Communique on Merger and Demerger (II-23.2) with the provisions relating to demerger via facilitated procedure and the Corporate Tax Law no. 5520, paragraph "3-b" of

15 article 19 and article 20; all of the shares representing the capital of the new company be established to be acquired by Arçelik A.Ş.; With regard to the partial demerger transaction; a) Partial demerger operations to be performed on the basis of our company's financial statements dated , b) Acceptance of Demerger Plan, Articles of Association draft of the new company, Demerger Report and Announcement Text as in the annex which is disclosed to public, c) To submit Demerger Report and Demerger Plan to the shareholders in accordance with TCC, CMB and the relevant legislation, d) To authorize Citigroup Global Markets Limited to conduct a process with the bond holders for the modifications needed in the conditions of the Notes issued abroad related to demerger transaction. The above decision was taken unanimously, including independent members of our board members. In this context, the first meeting date of the bond holders has been envisaged as November 4 th, 2016 and developments of the subject will be presented to our investors. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. Documents Regarding Demerger Appendix: 1 Appendix: 2 Appendix: 3 Appendix: 4 Appendix: 5 Appendix: 6 Appendix: 7 Appendix: 8 Appendix: 9 Appendix: 10 Appendix: 11 Appendix: 12 Bölünme Planı-1.pdf - Demerger Plan Bölünme Planı-2.pdf - Demerger Plan Bölünme Planı-3.pdf - Demerger Plan Bölünme Planı-4.pdf - Demerger Plan Bölünme Raporu.pdf - Demerger Report YMM Raporu.pdf - Appraisal Reports Duyuru Metni.pdf - Announcement Text Arçelik A.Ş. Haziran Kons. Mali Tablo.pdf - Other Arçelik A.Ş. VUK Bilanço.pdf - Other Arçelik Pazarlama A.Ş. TMS Açılış Bilançosu.pdf - Other Arçelik Pazarlama A.Ş. VUK Açılış Bilanço.pdf - Other Arçelik Pazarlama A.Ş. Esas Sözleşme.pdf - Other

16 ARÇELİK A.Ş. / ARCLK [] :00:32 Determination of Independent Audit Company 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :59:32 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :47:15 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Independent Auditing Company Selection Announcement Content Title of Independent Audit Company Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Audit Period Date of General Meeting in which Audit - Company was Approved Official Registration Date - Date and Number of Official Commercial Registy - Newspaper for Registration EXPLANATIONS: Taking into consideration the opinion of the Audit Committee, our Board of Directors resolved on September 9, 2016 to nominate Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member of PricewaterhouseCoopers) to audit our Company's financial reports for 2017 accounting period and to fulfill all other obligations required from the auditors by Turkish Commercial Code numbered 6102 and Capital Markets Law numbered 6362 and related regulations and to present the selection for the approval of the General Assembly of Shareholders. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

17 ARÇELİK A.Ş. / ARCLK [] :03:38 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :42:33 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :00:51 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : , , and : Investment Project of our subsidiary, Arctic S.A. EXPLANATIONS: We announced in our material events disclosures dated , , and that our subsidiary in Romania, Arctic S.A. carried out works to establish a new factory in Romania to produce washing machines (1.1 million capacity) and dishwashers (500 thousand capacity) with a total of EUR 105 million investment if up to EUR 37.5 million cash as incentive is obtained from Romanian state. The investment project have been prepared after recent evaluations and on 3rd August 2016, Arctic S.A. has delivered the incentive application to the Incentive and State Aid Department of Romania State Ministry of Finance to establish a new factory in Romania to produce washing machines (2 million capacity). According to the application, incentive of EUR 36.1 million in cash is envisaged to receive over the amount of investment of RON 471 million (about EUR million on current exchange rate). The investment project is planned to start in January 2017 and to be finalized in September 2019 depending on the receipt of incentive approval. The developments related to the incentive application will be disclosed to the public when finalized. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. ARÇELİK A.Ş. / ARCLK [] :49:24 Credit Rating 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :41:30

18 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :46:11 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : : S&P credit rating announcement EXPLANATIONS: S&P has affirmed Arçelik A.Ş.'s corporate credit rating as BB+ and outlook as stable. ARÇELİK A.Ş. / ARCLK [] :34:03 Material Event Disclosure (General) 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş :22:38 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :20:07 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : - : Financial results of 1st Half of 2016 and our expectations for 2016 EXPLANATIONS: Investor presentation containing summary information prepared for our financial results of 1st Half of year 2016 disclosed today and our year 2016 expectations are in the attached file. The related presentation is also accessible at

19 ARÇELİK A.Ş. / ARCLK [] :25:29 Corporate Governance Compliance Rating 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş :12:49 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş :17:52 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Title of Rating Company Beginning Date of Agreement : (0212) (0212) : Yes : : Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. : Ending Date of Agreement : Beginning Date of Rating Note's Validity : EXPLANATION: SAHA Corporate Governance and Credit Rating Services, Inc. (SAHA), which is authorised to carry out ratings in accordance with the Corporate Governance Principles by Capital Markets Board (CMB), revised the Corporate Governance Rating of our Company up to 9.52 (95.23%) as of the date 22 July Our Corporate Governance Rating has been determined as a result of an evaluation made under four main sections (Shareholders, Public Disclosure and Transparency, Stakeholders, Board of Directors) weighted based on CMB's Corporate Governance Principles. The sub sections of our Corporate Governance Rating are as follows: Sub Sections Rating (%) Shareholders Public Disclosure and Transparency 97.22

20 Stakeholders Board of Directors Total The report issued by SAHA on the corporate governance rating is attached for additional information. Besides, this report is available on our Company's website with previous reports. Shareholders Public Disclosure and Transparency Stakeholders Board of Directors Corporate Governance Compliance Rating Note Total [Member] Corporate Governance Compliance Rating Note Weight % 25 % 25 % 15 % 35 % 100 % 100 Note 95,17 97,22 99,13 92,17 95,23 95,23 We proclaim that our above disclosure is in conformity with the principles set down in Material Events Communiqué of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we re personally liable for the disclosures. ARÇELİK A.Ş. / ARCLK [] :49:48 Non-current Financial Asset Sale 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş :47:27 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş :44:34 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag : (0212) (0212) : Yes

21 Date Of The Previous Notification About The Same Subject Overview : : Sales of Koç Finansal Hizmetler A.Ş. shares Announcement Content Board Decision Date for Sale 10/05/2016 Were Majority of Independent Board Members' Approved the Board Decision for Sale? Yes Title of Non-current Financial Asset Sold Koç Finansal Hizmetler A.Ş. (KFS) Field of Activity of Non-current Financial Asset Sold To participate in the share capital and management of banking, factoring, leasing, consumer financing companies and other financial sector companies and to increase the market value of such companies as a whole Capital of Non-current Financial Asset Sold 3,011,274, TL Date on which the Transaction was/will be Completed Sales Conditions Peşin (Cash) Nominal Value of Shares Sold 119,934, TL Sales Price Per Share about TL Total Sales Value 558,581,677 TL Ratio of Shares Sold to Capital of Non-current Financial Asset (%) 3.98% Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%) 0.00% Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%) 0.00% Ratio of Non-current Financial Asset Sold to Total Assets in Latest 3.88%

22 Disclosed Financial Statements of Company (%) Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) 3.94% Effects on Company Operations Available for sale financial asset, which is not in the main activities, will be liquidated Profit / Loss Arised After Transaction Profit before tax according to IFRS principles is 413,738,890 TL How will Sales Profit be Used if Exists? - Board Decision Date for Use of Sales Profit if Exists - Title/ Name-Surname of Counter Party Bought Koç Holding A.Ş. Is Counter Party a Related Party According to CMB Regulations? Evet (Yes) Relation with Counter Party if any Main shareholder Agreement Signing Date if Exists - Value Determination Method of Non-current Financial Asset The transaction value is determined by taking into account the valuation range indicated in the independent valuation report for KFS prepared by DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. (a member of Deloitte Touche Tohmatsu Limited) and the recent market value of Yapı Kredi Bankası shares held by KFS as of the Board Decision date. Did Valuation Report be Prepared? Düzenlendi (Prepared) Reason for not Preparing Valuation Report if it was not Prepared - Date and Number of Valuation Report

23 Title of Valuation Company Prepared Report DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. (a member of Deloitte Touche Tohmatsu Limited) All KFS shares value is 12.8 billion TL - Value Determined in Valuation Report if Exists 18.4 billion TL (The subject shares value corresponds to the range between 510 million TL and 733 million TL) Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report - EXPLANATIONS: On 10 May 2016, our Board of Directors' decision was announced to the public that our financial assets available for sale Koç Finansal Hizmetler A.Ş. ( "KFS") shares of 119,934, TL nominal value, corresponding to 3.98% of the share capital will be sold to our main shareholder Koç Holding A.Ş. with total remuneration of 558,581,677 TL in cash. Banking Regulation and Supervision Agency has approved this transaction. The transfer of shares has been completed as of today. We proclaim that our above disclosure is in conformity with the principles set down in Material Events Communiqué of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we re personally liable for the disclosures. ARÇELİK A.Ş. / ARCLK [] :52:57 Non-current Financial Asset Acquisition 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş :41:26 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş :43:47 The Address of The Company : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) (0212) Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Date Of The Previous Notification About The Same Subject Overview : (0212) (0212) : Yes : - : Signing of Share Purchase Agreement

24 Announcement Content Board Decision Date for Acquisition - Were Majority of Independent Board Members' Approved the Board Decision for Acquisition - Title of Non-current Financial Asset Acquired Pakistan based Dawlance Private Limited (DPL), Pakistan based United Refrigeration Industries Limited (URIL), BVI based Pan Asia Private Equity Ltd (Pan Asia) Field of Activity of Non-current Financial Asset whose Shares were being Acquired The acquired companies or their subsidiaries are engaged in the manufacturing, sales and marketing of refrigerators, freezers, washing machines, microwave ovens, air conditioners with Dawlance brand in Pakistan. Capital of Noncurrent Financial Asset DPL Paid in Capital: 519,129,000 Pakistan Rupee (PKR), URIL Paid in Capital: 518,616,000 PKR, Pan Asia Paid in Capital: USD 1,000 Acquirement Way Satın Alma (Purchase) Date on which the Transaction was/will be Completed Subject to the fulfillment of closing conditions in the SPAs including the approvals to be granted by the Pakistan Regulatory Authorities, the Closing of the transactions are expected to be completed by 31 December Acquisition Conditions Peşin (Cash) Detailed Conditions if it is a Timed Payment - Nominal Value of Shares Acquired The entire shares of three companies (DPL, URIL, Pan Asia) are being

25 acquired. Purchase Price Per Share Per share value has not been calculated because of the price adjustment mechanism. Total Purchasing Value Total Purchasing Value is USD 258 million which is subject to price adjustment at Closing. Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%) 100% Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%) 100% Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%) 100% Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%) 5.4% Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) 4.95% Effects on Company Operations This Acquisition will be beneficial for our growth strategy in emerging markets and will position our Company as the leader in Pakistan in white goods market. Did Takeover Bid Obligation Arised? Will Exemption Application be Made, if Takeover Bid Obligation Arised? Hayır (No) Hayır (No) Title/ Name-Surname of Counter Party Bashir Dawood, Mariyam Dawood, Regula Limited Is Counter Party a Related Party According to CMB Regulations? Hayır (No) Relation with Counter Party if any There is no relation in terms of equity or management.

26 Agreement Signing Date if Exists 30/06/2016 Value Determination Method of Non-current Financial Asset Negotiation method Did Valuation Report be Prepared? Düzenlenmedi (Not Prepared) Reason for not Preparing Valuation Report if it was not Prepared Preparation of a valuation report is not mandatory. Date and Number of Valuation Report - Title of Valuation Company Prepared Report - Value Determined in Valuation Report if Exists - Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report - EXPLANATIONS: In line with our growth strategy in the emerging markets and with the purpose of acquiring the shares of manufacturing and sales companies operating in Pakistan under Dawlance brand, a series of Purchase Agreements as of 30 June 2016 have been signed by Arçelik's subsidiary Ardutch B.V. (with the Resolution of Ardutch B.V. Board of Directors dated ) incorporated in the Netherlands with Bashir Dawood, Mariyam Dawood and Regula Limited for acquiring the 100% shares of Pakistan based Dawlance Private Limited (DPL) and United Refrigeration Industries Limited (URIL) and 100% shares of BVI based Pan Asia Private Equity Ltd which owns 100% of Dawlance Electronics Private Limited (DEL) shares for a consideration of USD 258 million which will be paid in cash at the time of Closing (Share Transfer Date), but subject to a price adjustment mechanism defined below. The transfer of shares is expected to take place until the end of December 2016 based on the satisfaction of all Closing Conditions including the transfer of land and headquarter building to the Target Companies and the transfer of current shares of minority shareholders in the Companies which are not party to the SPA and all the regulatory approvals including the Competition Clearance. The price adjustment mechanism will take into account the differences between the USD 30 million net debt of the Companies based on the consolidated audited last month financial statements of the Companies prior to Closing. Being the leader in refrigerator and microwave, Dawlance is one of the predominant players in the white goods market in Pakistan. Refrigerators, freezers, washing machines, microwaves and air conditioners are manufactured across three manufacturing plants in Pakistan. The 2015 consolidated revenue is USD million and the adjusted EBITDA is USD 45 million. (In Pakistan, the financial year starts as of 1 July and ends as of 30 June. Therefore, the 2015 financial results related to the period between 1 July 2014 and 30 June 2015).

27 Based on the authority provided by Arçelik's Board of Directors Resolution dated and numbered 682 and within the context of the Article 6 of the Capital Markets Board Material Disclosure Communique No.II it has been decided by the Management on 15 March 2016 that the disclosure shall be delayed until the referred SPAs have been signed. The aforementioned delay in disclosure has been decided with the purpose of protecting Arçelik Group's legal rights, competition and bargaining power and with the intention of prevention of any conditions that might affect the process negatively. With the reasons of the delay decision no longer in place, this disclosure has been made. Note: The USD equivalent of the financial values we have provided are converted from PKR to USD based on the average USD/PKR fx rate. We proclaim that our above disclosure is in conformity with the principles set down in Material Events Communiqué of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we re personally liable for the disclosures. ARÇELİK A.Ş. / ARCLK [] :53:18 Kredi Derecelendirmesi 1 HANDE SARIDAL FİNANSMAN DİREKTÖRÜ ARÇELİK A.Ş :47:51 2 POLAT ŞEN GENEL MÜDÜR YARDIMCISI - FİNANSMAN VE MALİ İŞLER ARÇELİK A.Ş :49:44 Ortaklığın Adresi : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telefon ve Faks Numarası : (0212) (0212) E-posta adresi Ortaklığın Yatırımcı/Pay Sahipleri İle İlişkiler Biriminin Telefon ve Faks Numarası Yapılan Açıklama Güncelleme mi? Yapılan Açıklama Düzeltme mi? Yapılan Açıklama Ertelenmiş Bir Açıklama mı? Konuya İlişkin Daha Önce Yapılan Özel Durum Açıklamasının Tarihi Özet Bilgi AÇIKLAMA: : (0212) (0212) : Evet : : Fitch Ratings'in kredi notu açıklaması Kredi derecelendirme kuruluşu Fitch Ratings, Şirketimizin "BB+" olan yabancı para ve TL cinsinden uzun vadeli kredi notlarını, "AA (tur)" olan uzun vadeli ulusal kredi notunu teyit etti. Notların görünümü durağandır. Fitch Ratings, Şirketimizin kıdemli teminatsız tahvil notunu ise "BB+" olarak teyit etti. İşbu açıklamamızın İngilizce çevirisi aşağıda yer almakta olup, açıklama metinlerinde herhangi bir farklılık olması durumunda, Türkçe açıklama esas kabul edilecektir. English Statement - English version of the disclosure statement is as follows:

28 Fitch Ratings has affirmed Arcelik A.S.'s Long-term foreign and local currency Issuer Default Ratings at 'BB+' and National Long-term rating at 'AA(tur)'. The Outlooks are Stable. Fitch Ratings has affirmed Arcelik A.S.'s senior unsecured rating at BB+. This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail. Yukarıdaki açıklamalarımızın, Sermaye Piyasası Kurulu'nun yürürlükteki Özel Durumlar Tebliğinde yer alan esaslara uygun olduğunu, bu konuda/konularda tarafımıza ulaşan bilgileri tam olarak yansıttığını, bilgilerin defter, kayıt ve belgelerimize uygun olduğunu, konuyla ilgili bilgileri tam ve doğru olarak elde etmek için gerekli tüm çabaları gösterdiğimizi ve yapılan bu açıklamalardan sorumlu olduğumuzu beyan ederiz. ARÇELİK A.Ş. / ARCLK [] :48:23 Özel Durum Açıklaması (Güncelleme) 1 HANDE SARIDAL FİNANSMAN DİREKTÖRÜ ARÇELİK A.Ş :40:47 2 POLAT ŞEN GENEL MÜDÜR YARDIMCISI - FİNANSMAN VE MALİ İŞLER ARÇELİK A.Ş :42:47 Ortaklığın Adresi : Karaağaç Cad.No: Sütlüce Beyoğlu - İSTANBUL Telefon ve Faks Numarası : (0212) (0212) E-posta adresi Ortaklığın Yatırımcı/Pay Sahipleri İle İlişkiler Biriminin Telefon ve Faks Numarası : (0212) (0212) Orjinal Açıklamanın Tarihi : , , Yapılan Açıklama Ertelenmiş Bir Açıklama mı? Özet Bilgi AÇIKLAMA: : Bağlı Ortaklığımız Arctic S.A.'nın Yatırım Projesi Romanya'da yerleşik bağlı ortaklığımız Arctic S.A.'nın Romanya Devleti'nden teşvik alınması şartıyla yapacağı yeni fabrika yatırımı kararı , ve tarihli açıklamalarımız ile duyurulmuştu. Romanya Devleti Maliye Bakanlığına bağlı Devlet Yardımları Dairesi tarafından yeni yatırım proje dosyalarının 11 Temmuz - 22 Ağustos 2016 tarihleri arasında teslim alınacağı açıklanmıştır. Arctic S.A. teşvik başvurusunu bu tarihler arasında teslim edecek olup, teşvik başvurusu sonuçlandığında kamuya açıklama yapılacaktır. İşbu açıklamamızın İngilizce çevirisi aşağıda yer almakta olup, açıklama metinlerinde herhangi bir farklılık olması durumunda, Türkçe açıklama esas kabul edilecektir. English Statement - English version of the disclosure statement is as follows: We announced in our material events disclosures dated , and that our subsidiary in Romania, Arctic S.A. decided to make a new factory investment if Romania state aid is obtained. State Aid Department of Romania State Ministry of Finance announced that new investment project files will be received between the dates of 11 July to 22 August Arctic S.A. will submit the state aid application between these dates, the result of state aid application will be disclosed to the public. This statement has been translated into English for informational purposes. In case of a