ARÇELİK A.Ş.

Related Party Transaction • Mar 5, 2024

ARÇELİK A.Ş.

2024 FORECAST RELATED PARTY TRANSACTIONS REPORT

General Information

This report is issued as per Article 10 of Corporate Governance Communiqué II-17.1 (the Communiqué) by Capital Markets Board (CMB). As per the aforementioned article, if it is estimated that the rate of the amount of common and continuous transactions carried out by the companies whose shares traded on Istanbul Stock Exchange and subsidiaries thereof with their related parties within an account period to:

a) For purchases, the cost of sales in the latest annual financial statements disclosed to public,

b) For sales, the revenues in the latest annual financial statements disclosed to public,

exceeds 10%, the board of directors of the publicly held company shall issue a report regarding the conditions of the transactions and comparison thereof with the market conditions, and the full report or the results chapter thereof shall be disclosed at the PDP.

This purpose of this report is to disclose the conditions of the prospective transactions of Arçelik A.Ş and subsidiaries thereof with the related parties in 2023, defined in the Turkish Accounting Standard (TAS 24) on the Related Party Transactions under CMB legislation, provided that they are not commercial secrets, and prove that any adverse result for our Company is foreseen when such conditions are compared to the market conditions.

Detailed information about our company's related party transactions in 2023 are given in the footnote 33 of our publicly disclosed Financial Statements related to our activities in 2023, and this report addresses the conditions for the transactions, projected to exceed the limit set as 10% for the total amount of transactions within 2024 account period.

Information About Arçelik A.Ş.

Registered to the Trade Registry with 54957/4388 registration number and located at the address of Sütlüce Karaağaç Caddesi No:2/6 Beyoğlu 34445 Istanbul, ARÇELİK A.Ş. is engaged in the manufacture, marketing, sales and after sales services in the fields of durable goods, consumer electronics, small home appliances and kitchenware.

The company is the taxpayer of the LARGE TAXPAYERS Office Directorate with tax number 0730018000.

The company has capital of TRY 675,728,205 and its shareholding structure is given in the below table:

	Share	Capital
Shareholder	Amount	Ratio
KOÇ HOLDİNG A.Ş.	279,928,625.03	41.43
KOÇ FAMILY	58,590,764.33	8.67
KOÇ HOLDING PENSION AND ASSISTANCE FOUNDATION	28,862,920.21	4.27
TEMEL TİCARET VE YATIRIM A.Ş.	18,576,870,00	2.75
VEHBI KOÇ FOUNDATION	808,976.88	0.12
TEKNOSAN BÜRO MAKİNA VE LEVAZIMI TİC.VE SAN. A.Ş.	81,428,336.95	12.05
BURLA TİCARET VE YATIRIM A.Ş.	37,571,663.05	5.56
OTHER SHAREHOLDERS*	169,960,048.55	25.15
TOTAL CAPITAL	675,728,205.00	100

*As of December 31, 2023, the nominal value of our company's ARCLK shares is TL 68,876,288, representing 10.19% of the company's capital.

Arçelik Anonim Şirketi ("Arçelik" or the "Company") and its subsidiaries (referred to as the "Group" collectively) are engaged in manufacturing, marketing, sales and after sales customer services in the fields of durable goods and consumer electronics and carry out all commercial and industrial activities related to export and import. The Group performs its manufacturing activities at twenty-eight factories total in Turkey, Romania, Russia, China, the Republic of South Africa, Thailand, Pakistan and Bangladesh. The company is run by the main partner Koç Holding A.Ş. and companies owned by Koç Family.

The company is registered to Capital Market Board ("CMB") and has been traded on Istanbul Stock Exchange ("ISE") since 1986.

The average number of staff members working in the Group in 2023 is 41,042, and by their categories 9,992 staff members work on a monthly salary basis, while 31,050 staff members are compensated on an hourly rate.

Our company's summary financial data for 2023 are given below as compared to the previous period. (TRY Thousand)

	31.12.2022	31.12.2023
Total Assets	232,422,279	258,137,908
Equities of the Parent Corporation	52,789,229	53,169,904

	01.01.2022-31.12.2022	01.01.2023-31.12.2023
Revenue	257,172,030	257,103,739
Cost of Sales	188,501,512	181,725,746
Net Profit for the Period (Share of Parent Corporation)	6,285,498	7,667,336

Information About the Related Companies Mentioned in the Report

Arçelik Pazarlama A.Ş. was established in Turkey on 30.12.2016 with a capital of TRY 1,626,059,040 as a wholly owned subsidiary of Arçelik A.Ş.

Arçelik Pazarlama A.Ş. is engaged in all business activities related to the marketing, sales and after sales customer services of durable goods and consumer electronics.

Information About the Conditions of Transactions Between Related Parties and Their Conformity with the Market Conditions

Arçelik Pazarlama A.Ş. performs the activities related to dealer management at home, advertising and sponsorship, inventory and stock management, logistics management, warranty services management, assembly and servicing within the country. Marketing and sales functions within the country will be carried out through Arçelik Pazarlama A.Ş., and resale price model is decided to be the best method that reflects the nature of transaction. The price determined by this method is appropriate for the market conditions.

Our company's related party transactions in the account period between 01.01.2024 and 31.12.2024, foreseen to exceed the limit set as 10%, shall be carried out through Arçelik Pazarlama A.Ş, and details of these transactions are summarized in the below table.

Related Person (Name/Title)	Nature of Transaction	Amount of Transaction (000' TRY) (2023)	Rate of Transaction Amount to Revenue/Cost of Sales (2023)	Pricing/Profit Sharing Method
Arçelik Pazarlama A.Ş.	Dealer management at home, Product Sales, Warranty, Assembly and Servicing	70,353,028	27%	Resale Price Method

Information About our Company's Transactions with a Revenue/Cost of Sales Foreseen to Exceed 10%

Conclusion

As per Article 10 of Communiqué on Corporate Governance No. II-17.1 (Communiqué) issued by the Capital Markets Board (CMB), it is foreseen that the amount of common and continuous manufacturing transactions of our Company with Arçelik Pazarlama A.Ş. within 2024 account period shall exceed 10% of the amount of revenue/cost of sales given in the 2023 financial statements, which are the last annual financial statements disclosed to public; conditions, price determination method and reasons for the selection of such method for the transactions, which are carried out with Arçelik Pazarlama A.Ş and foreseen to continue in 2024 under similar conditions, are explained in this report, giving information about the conformity of these transactions to market conditions.