ARÇELİK A.Ş. / ARCLK, 2016 [] 24.11.2016 09:35:02 Notification Regarding General Assembly Meeting 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 24.11.2016 09:28:43 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 24.11.2016 09:32:07 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag Overview : (0212) 314 31 03 - (0212) 314 34 90 : Board of Directors' Decision for Extraordinary General Assembly Meeting Decision Date 24.11.2016 Type of General Assembly Extraordinary Record Date 25.12.2016 General Assembly Date-Time 26.12.2016 11:00 Address Divan İstanbul Oteli, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul 1 - Opening and election of the Chairman of the Meeting, 2 - Informing the shareholders about the Announcement for the Right of Examination, the Announcement for the Protection of Creditors, Certified Public Accountant report for the Determination of Equity under Turkish Code of Commerce (TCC) in connection with the partial demerger to be discussed under Agenda item 5, 3 - Informing the shareholders about the Board of Directors' Declaration that under the partial demerger, no retirement right has arisen pursuant to the Capital Markets Board Communiqué no. II-23.1 on the "Common Principles Regarding Significant Transactions and the Retirement Right", Agenda Items 4 - Reading, discussing and approving the interim Balance Sheet and Income Statement as of 30.06.2016 underlying the partial demerger, 5 - Reading the Demerger Report and Demerger Plan dated October 11, 2016 which are issued for the transfer of all assets and liabilities related to domestic "dealer management", "advertisement and sponsorship activities", "inventory and stock management", "logistics management", "guarantee services management", "installation and servicing" operations as a whole to ARCELIK PAZARLAMA ANONIM SIRKETI to be founded as a 100% subsidiary of our Company, by way of partial demerger and in a manner not to disrupt the business integrity in line with Article 159 of TCC, the provisions of Merger and Demerger Communiqué published by the Capital Markets Board which govern the demerger through facilitated procedure and the Corporate Tax Law articles 19 and 20, discussing and approving of the Demerger Report, the Demerger Plan and the Articles of Association of Arcelik Pazarlama A.S. attached to the Demerger Plan and the proposal by the Board of Directors for the Partial Demerger; 6 - Wishes and opinions.
Corporate Actions Involved In Agenda Demerger EXPLANATIONS: Our Company's Board of Directors took the following decision on 24.11.2016. 1. It is resolved that Arcelik A.S. General Assembly should be invited to hold an Extraordinary Meeting at 11:00 on 26 December 2016 at the address of Divan Istanbul Hotel, Asker Ocagi Caddesi No: 1 34367 Elmadag, Sisli, Istanbul in order to discuss the following agenda items; that invitation procedure should be duly carried out and it should be published on Turkish Trade Registry Gazette, at the Company's web site at the address of www.arcelikas.com and at the e-company and Electronic General Assembly System of Central Registration Agency of Turkey and at the Public Disclosure Platform, and accordingly: - that regarding the Demerger via Facilitated Procedure through the Associate Model under the resolution no 897 as adopted by our Board of Directors on October 11, 2016, the Capital Markets Board certified Announcement Text, the Demerger Plan, the Demerger Report, the financial reports for the last three years, the post-demerger estimated opening balance sheet, the independent audit reports for the last three years and the financial reports dated 30.06.2016 should be made public at the Public Disclosure Platform and the Company's web site minimum 30 days prior to the General Assembly meeting date; - that the following agenda items as well as the Information Note that contains necessary explanations for compliance with the Capital Markets Board regulations should be made ready and available for the inspection of the shareholders at the Company's head office at least three weeks in advance prior to the General Assembly meeting and should be published at the Public Disclosure Platform and the Electronic General Assembly system. 2. It is resolved that the List of Present Shareholders should be signed by the Board Chairman, or in absence of the Board Chairman, by any other Board member; that Mr. Faik Bulent Alagoz should be authorized to check proxy letters and identity cards of the shareholders who may be individuals or entities and who shall attend the meeting pursuant to Article 5 of the Internal Directive on General Assembly meeting. 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. 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 [] 14.11.2016 19:10:38 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 14.11.2016 19:03:12 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE ARÇELİK A.Ş. 14.11.2016 19:06:00
AND ACCOUNTING The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : - : Capital Markets Board's approval for partial demerger via facilitated procedure transaction through associate model Board Decision Date 11.10.2016 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 626.059.040 Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger 30.06.2016 Paid-in Capital (TL) 675.728.205 Target Capital (TL) 675.728.205 Share Group Info 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 Rate Of Bonus Issue From Internal Resources Due to Demerger( New Share s' ISIN Amount of Shares Issued Due To Demerg
es Due to Demerge r (TL) %) er ARCLK, TRAARCLK91 H5 675.728.2 05 Capital Market Board Application Date Regarding Demerger 12.10.2016 Capital Market Board Application Result Regarding Demerger APPROVAL Capital Market Board Approval Date Regarding Demerger 14.11.2016 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, 2016. 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 ARÇELİK A.Ş. / ARCLK [] 04.11.2016 18:19:17 Notification Regarding Demerger
1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 04.11.2016 18:15:35 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 04.11.2016 18:17:53 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : - : Bondholders meeting Board Decision Date 11.10.2016 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 626.059.040 Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger 30.06.2016 Paid-in Capital (TL) 675.728.205 Target Capital (TL) 675.728.205 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
r (TL) r (%) Resourc es Due to Demerge r (TL) Demerger( %) er ARCLK, TRAARCLK91 H5 675.728.2 05 Capital Market Board Application Date Regarding Demerger 12.10.2016 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 [] 01.11.2016 09:16:15 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 01.11.2016 09:08:39 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 01.11.2016 09:12:20 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : 18.01.2016, 18.03.2016, 17.05.2016, 02.06.2016, 03.08.2016 ve 31.08.2016 : Investment Project of our subsidiary, Arctic S.A. EXPLANATIONS: We announced in our material events disclosure dated 31.08.2016 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 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 [] 31.10.2016 18:22:26 Non-current Financial Asset Acquisition 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş. 31.10.2016 18:15:43 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş. 31.10.2016 18:19:29 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : 30.06.2016 : 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 subsidiaries are engaged in the Field of Activity of Non-current Financial Asset whose Shares were being Acquired 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 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 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 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 2016.
ARÇELİK A.Ş. / ARCLK [] 31.10.2016 17:55:30 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 31.10.2016 17:46:20 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 31.10.2016 17:51:14 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : 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 [] 28.10.2016 08:19:25 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 28.10.2016 18:29:04 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 28.10.2016 18:30:46 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : Arçelik-LG Agreement 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, 2023. 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 2017. 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 [] 21.10.2016 18:32:04 Forward Looking Evaluations 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 21.10.2016 18:29:04 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 21.10.2016 18:30:46 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : 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 www.arcelikas.com ARÇELİK A.Ş. / ARCLK [] 14.10.2016 18:13:54 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 14.10.2016 18:06:27
2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 14.10.2016 18:09:30 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : - : Announcement for the right of examination of partial demerger via facilitated procedure transaction through associate model Board Decision Date 11.10.2016 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 626.059.040 Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger 30.06.2016 Paid-in Capital (TL) 675.728.205 Target Capital (TL) 675.728.205 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
r (TL) r (%) Resourc es Due to Demerge r (TL) Demerger( %) er ARCLK, TRAARCLK91 H5 675.728.2 05 Capital Market Board Application Date Regarding Demerger 12.10.2016 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 [] 12.10.2016 17:49:15 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 12.10.2016 17:42:13 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 12.10.2016 17:44:24 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : - : Application to Capital Markets Board for partial demerger via facilitated procedure transaction through associate model Board Decision Date 11.10.2016 Demerger Model Partial demerger through associate model
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 626.059.040 Will Be Applied to Stock Exchange No For Listing of New Established Company? Currency Unit TRY Date Of Financial Statements Base To Demerger 30.06.2016 Paid-in Capital (TL) 675.728.205 Target Capital (TL) 675.728.205 Share Group Info ARCLK, TRAARCLK91 H5 Paid-in Capital (TL) 675.728.2 05 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 12.10.2016 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.
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 [] 11.10.2016 18:33:53 Notification Regarding Demerger 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 11.10.2016 18:14:47 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 11.10.2016 18:16:53 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : Decision of the Board of Directors for partial demerger via facilitated procedure transaction through associate model Board Decision Date 11.10.2016 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
Paid-in Capital of Company Established After Demerger 626.059.040 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 30.06.2016 Paid-in Capital (TL) 675.728.205 Target Capital (TL) 675.728.205 Share Group Info ARCLK, TRAARCLK91 H5 Paid-in Capital (TL) 675.728.2 05 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, 2016. 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
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 30.06.2016, 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
ARÇELİK A.Ş. / ARCLK [] 09.09.2016 16:00:32 Determination of Independent Audit Company 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 09.09.2016 15:59:32 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 09.09.2016 15:47:15 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : Independent Auditing Company Selection Announcement Content Title of Independent Audit Company Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Audit Period 01.01.2017-31.12.2017 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.
ARÇELİK A.Ş. / ARCLK [] 03.08.2016 18:03:38 Material Event Disclosure (General) 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 03.08.2016 17:42:33 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 03.08.2016 18:00:51 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : 18.01.2016, 18.03.2016, 17.05.2016 and 02.06.2016 : Investment Project of our subsidiary, Arctic S.A. EXPLANATIONS: We announced in our material events disclosures dated 18.01.2016, 18.03.2016, 17.05.2016 and 02.06.2016 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 105.8 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 [] 01.08.2016 16:49:24 Credit Rating 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 01.08.2016 16:41:30
2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 01.08.2016 16:46:11 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : 28.04.2015 : 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 [] 29.07.2016 18:34:03 Material Event Disclosure (General) 1 ALİ TAYYAR ACCOUNTING DIRECTOR-HEADQUARTERS AND PLANTS ARÇELİK A.Ş. 29.07.2016 18:22:38 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 29.07.2016 18:20:07 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : - : 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 www.arcelikas.com
ARÇELİK A.Ş. / ARCLK [] 22.07.2016 11:25:29 Corporate Governance Compliance Rating 1 HANDE SARIDAL FINANCE DIRECTOR ARÇELİK A.Ş. 22.07.2016 11:12:49 2 POLAT ŞEN ASSISTANT GENERAL MANAGER-FINANCE AND ACCOUNTING ARÇELİK A.Ş. 22.07.2016 11:17:52 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : 22.07.2015 : Saha Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri A.Ş. : 05.02.2016 Ending Date of Agreement : 05.02.2017 Beginning Date of Rating Note's Validity : 22.07.2016 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 2016. 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 95.17 Public Disclosure and Transparency 97.22
Stakeholders 99.13 Board of Directors 92.17 Total 95.23 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 www.arcelikas.com 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 [] 30.06.2016 18:49:48 Non-current Financial Asset Sale 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş. 30.06.2016 18:47:27 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş. 30.06.2016 18:44:34 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail Address Telephone and Fax Number of the Investor/Shareholder Relations Department of the Company Update Notification Flag Correction Notification Flag Postponed Notification Flag : (0212) 314 31 03 - (0212) 314 34 90 : Yes
Date Of The Previous Notification About The Same Subject Overview : 10.05.2016 : 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 3,011,274,868.44 TL Date on which the Transaction was/will be Completed 30.06.2016 Sales Conditions Peşin (Cash) Nominal Value of Shares Sold 119,934,397.39 TL Sales Price Per Share about 4.6574 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%
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 21.01.2016
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 119,934,397.39 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 [] 30.06.2016 17:52:57 Non-current Financial Asset Acquisition 1 HANDE SARIDAL FİNANCE DİRECTOR ARÇELİK A.Ş. 30.06.2016 17:41:26 2 POLAT ŞEN ASSİSTANT GENERAL MANAGER-FİNANCE AND ACCOUNTING ARÇELİK A.Ş. 30.06.2016 17:43:47 The Address of The Company : Karaağaç Cad.No:2-6 34445 Sütlüce Beyoğlu - İSTANBUL Telephone and Fax Numbers : (0212) 314 34 34 - (0212) 314 34 63 E-mail 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) 314 31 03 - (0212) 314 34 90 : Yes : - : Signing of Share Purchase Agreement
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 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 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.
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 30.06.2016) 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 220.6 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).