ARÇELİK A.Ş.

AGM Information • Mar 25, 2020

Summary Info	Results of Ordinary General Assembly Meeting for the year 2019
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No

General Assembly Invitation

General Assembly Type	Annual
Begining of The Fiscal Period	01.01.2019
Ending Date Of The Fiscal Period	31.12.2019
Decision Date	20.02.2020
General Assembly Date	25.03.2020
General Assembly Time	15:00
Record Date (Deadline For Participation In The General Assembly)	24.03.2020
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 - Reading, discussing and approving the 2019 Annual Report prepared by the Company Board of Directors,

3 - Reading the Summary of Independent Audit Report for 2019 accounting period,

4 - Reading, discussing and approving the Financial Statements related to the 2019 accounting period,

5 - Acquittal of each member of the Board of Directors in relation to the activities of Company in 2019,

6 - Acceptance, acceptance after amendment or refusal of the offer of the Board of Directors in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2019 and the date of the distribution of profits,

7 - Determining the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors,

8 - Informing and approval of the Shareholders about the Remuneration Policy for the Members of the Board of Directors and Top Managers and the payments made within the scope of the policy in accordance with the Corporate Governance Principles,

9 - Determining annual gross salaries of the members of the Board of Directors,

10 - Approval of the Independent Auditing Institution selected by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations,

11 - Informing the shareholders about the donations made by the Company in 2019 and determining an upper limit for donations to be made in 2020,

12 - Informing the shareholders about the collaterals, pledges, mortgages and surety granted in favor of third parties and the income and benefits obtained in 2019 by the Company and subsidiaries in accordance with Capital Markets Board regulations,

13 - Authorising the shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2019 as per the Corporate Governance Communiqué of Capital Markets Board,

14 - Wishes and opinions.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	In our Company's General Assembly Meeting held on March 25, 2020, Wednesday at 15:00 at Divan Istanbul Hotel, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, Istanbul, the main following decisions were made. - The 2019 Annual Report prepared by the Company Board of Directors was accepted. - The Company's independently audited consolidated Financial Statements for the year 2019 which were prepared in accordance with the Capital Markets Board's (CMB) "Communiqué for Principles of Financial Reporting in Capital Markets" with Serial Number II-14.1 and Financial Statements prepared in accordance with the Tax Procedures Law were accepted. - Members of the Board of Directors were severally acquitted in connection with the accounts and activities of the Company in 2019. - The Board of Directors' proposal regarding the distribution of 2019 profit was read. In the General Assembly Meeting, it was proposed that; under the Coronavirus conditions, which has influenced world, the companies are cautiously following their financing structures and being in a period where they need to have more liquidity; the proposal of the Board of Directors regarding the distribution of profit, which was decided more than a month ago, while the effects of Coronavirus on domestic and global economy was less predictable, is not acceptable under the current conditions therefore dividends must not be distributed, since the amount of 5% of the general legal reserves that should be reserved in accordance with Article 519 of the Turkish Commercial Code has reached the 20% limit of the general legal reserves available in the Tax Procedure Law records as of 31.12.2019, the entire profit of 2019 to be allocated as Extraordinary Reserves. Both proposals were submitted for voting separately. Dividend distribution proposal of the Board of Directors was rejected. The proposal of not to distribute dividends and to allocate the entire profit of 2019 as Extraordinary Reserves was accepted. - The number of members of the Board of Directors was determined as 12 members in total together with 4 independent members. It has been decided to select Mr. Mustafa Rahmi Koç, Ms. Semahat Sevim Arsel, Mr. Mehmet Ömer Koç, Mr. Yıldırım Ali Koç, Mr. Robert Sonman, Mr. Levent Çakıroğlu, Mr. Fatih Kemal Ebiçlioğlu, Mr. Hakan Hamdi Bulgurlu as the members and Mr. Kamil Ömer Bozer, Ms. Müzeyyen Münire Gülay Barbarosoğlu, Mr. Ahmet Turul and Mr. Tuğrul Fadıllıoğlu as the independent members of the Board of Directors for a one-year term to serve until the General Assembly meeting where the 2020 activities will be discussed. - Within the framework of the Turkish Commercial Code and the Capital Markets Law, it was decided to select PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., which was elected by the decision of the Board of Directors with reference to the proposal of the Audit Committee, as the Independent Auditing Institution to audit the Financial Reports of the fiscal year 2020 and to conduct other activities as part of other regulations under the said laws. 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

Dividend Payment	Discussed

General Assembly Result Documents

Appendix: 1	Genel Kurul Toplantı Tutanağı 25.03.2020 .pdf - Minute
Appendix: 2	Genel Kurul Hazır Bulunanlar Listesi 25.03.2020 .pdf - List of Attendants

Additional Explanations

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