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Additional Explanations
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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.
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