Summary Info
Results of Extraordinary General Assembly Meeting
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
Type of General Assembly
Extraordinary
Decision Date
21.05.2018
General Assembly Date
26.06.2018
General Assembly Time
11:00
Record Date
25.06.2018
Country
Turkey
City
İSTANBUL
District
ŞİŞLİ
Address
Divan İstanbul Oteli, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul
Agenda Items
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 4,
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",
4 - Reading the Demerger Report, Demerger Plan dated 9 Apr. 2018 which are issued for the transfer of all assets and liabilities related to industrial motor production, after-sales services and related R&D activities as a whole to WAT MOTOR SAN. VE TİC. A.Ş. to be founded as a 100% subsidiary of our Company, and the transfer of all assets and liabilities related to payment systems operations and related R&D activities as a whole to TOKEN FİNANSAL TEKNOLOJİLER A.Ş. 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 art. 159 of TCC, the provisions of Merger and Demerger Comm. published by the CMB which govern the demerger through facilitated procedure and the CTL art. 19, 20, discussing and approving of the Demerger Report, the Demerger Plan and the Articles of Association of the new companies attached to the Demerger Plan and the proposal by the BoD's for the Partial Demerger,
5 - Wishes and opinions.
Corporate Actions Involved In Agenda
Demerger
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The following decisions have been taken in summary at the Extraordinary General Assembly Meeting of our Company on June 26, 2018 at 11:00 am, the Divan Istanbul Hotel, Asker Ocağı Caddesi No: 1 34367 Elmadağ Şişli, İstanbul, on the partial demerger.

- In item 2 of the Agenda, the Demerger Plan, Demerger Report, Financial Tables for the Last Three Years and the Annual Reports, were made available for review of our shareholders at our Headquarters and announced on the Public Disclosure Platform and on our company website www.arcelikas.com and Turkish Trade Registry Gazette dated April 12, 2018 starting from April 11, 2018 which is two months prior to submission for the approval of the General Assembly. The Shareholders were informed about the "Right of Examination Announcement", "The Announcement for the Protection of Creditors", and Certified Public Accountant Reports for the Determination of Equity made within the scope of the Turkish Commercial Code.

- In item 3 of the Agenda, the Shareholders were informed about the Board of Directors Declaration regarding there shall be no retirement right arisen pursuant to the Communiqué no. II-23.1 on the "Communiqué on the Common Principles Regarding Significant Transactions and the Retirement Right" published by the Capital Markets Board for the Partial Demerger.

- In item 4 of the Agenda, the Demerger Report and the Demerger Plan together with all the annexes were approved. According to 159th article of the Turkish Commercial Code, the provisions of the Capital Markets Board on the Mergers and Demergers Communiqué which governs the demerger through facilitated procedure and 19th and 20th articles of the Corporate Tax Law, the shareholders approved the transfer of all assets and liabilities related to industrial motor production, after-sales services and related R&D activities as a whole to WAT MOTOR SAN. VE TİC. A.Ş. to be founded as a 100% subsidiary of our Company, and the transfer of all assets and liabilities related to payment systems operations and related R&D activities as a whole to TOKEN FİNANSAL TEKNOLOJİLER A.Ş. 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. The shareholders approved that transfers will be realized as of the date of registrations of the Companies' Articles of Associations named as WAT MOTOR SANAYİ VE TİCARET ANONİM ŞİRKETİ by the Çerkezköy Trade Registry Office and TOKEN FİNANSAL TEKNOLOJİLER ANONİM ŞİRKETİ by the Istanbul Trade Registry Office.

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.

Decisions Regarding Corporate Actions
Demerger
Accepted
General Assembly Outcome Documents
Appendix: 1
Olağanüstü Genel Kurul Toplantı Tutanağı 26.06.2018 .pdf - Minute
Appendix: 2
Hazır Bulunanlar Listesi 26.06.2018.pdf - List of Attendants
Additional Explanations