ARÇELİK A.Ş. — AGM Information 2026

Mar 16, 2026

ARÇELİK A.Ş.
MINUTES OF THE 71^{\text{th}} ORDINARY GENERAL ASSEMBLY MEETING HELD ON
MARCH 16, 2026

The Ordinary General Assembly meeting of Arçelik Anonim Şirketi for the year 2025 was held on Monday, March 16, 2026, at 10:00 AM at Divan Istanbul Hotel, located at Asker Ocağı Caddesi No:1, 34367 Elmadağ, Şişli, Istanbul, under the supervision of the Ministry Representative, Ms. Nuran Devrim who was appointed by the Republic of Turkey Istanbul Governorship, Istanbul Provincial Directorate of Trade, with the letter dated 12.03.2026 and numbered 00119980922.

The invitation for the meeting was made in accordance with the relevant regulations and the Articles of Association, including the agenda. It was announced in a timely manner at least three weeks before the meeting date, excluding the announcement and meeting days, through the following channels: the Turkish Trade Registry Gazette dated 20.02.2026 and numbered 11527, by registered mail with return receipt sent from Istanbul Halıcıoğlu PTT to the holders of registered shares not traded on the stock exchange, on the Company's corporate website www.arcelikglobal.com, on the Public Disclosure Platform, on the e-Company portal of Central Registry Agency's, and on the Electronic General Assembly System.

Upon examination of the List of Attendees, it has been determined that out of the Company's total capital of TRY 675,728,205.00, corresponding to 67,572,820,500 shares with a nominal value of TRY 0.01 each, 584,164,660.408 shares corresponding to a capital of TRY 6,604.08 were represented in person, while 58,416,432,604 shares corresponding to a capital of TRY 584,170,930.12 were represented by proxy, resulting in a total of 58,417,093,012 shares corresponding to a capital of TRY 584,170,930.12 being represented at the meeting, thereby ensuring the presence of the minimum quorum required by both the relevant regulations and the Articles of Association. Additionally, it was confirmed and announced by Board Member Mr. Fatih Kemal Ebicioglu that within this total, shares valued at TRY 24,982,770 were represented by Custodian Representatives.

Pursuant to the fifth and sixth paragraphs of Article 1527 of the Turkish Commercial Code, it was determined that the Company had duly completed its preparations for the electronic general assembly in compliance with legal regulations. Board member Mr. Fatih Kemal Ebicioglu, appointed Mr. Sezer Ercan to operate the Electronic General Assembly System. The meeting was simultaneously opened in both physical and electronic environments, and discussions on the agenda commenced.

Board member Mr. Fatih Kemal Ebicioglu provided an explanation regarding the voting procedure. He stated that, in accordance with the relevant regulations, the Company's General Assembly Internal Directive, and the Articles of Association—while electronic voting regulations remain reserved—shareholders physically attending the meeting should cast their votes openly by raising their hands. Shareholders wishing to vote against a proposal must verbally declare their dissenting votes.

As a result of the deliberations conducted in accordance with the agenda, the following resolutions have been adopted:

1-Pursuant to the first item of the agenda, the election of the Chairperson responsible for managing the Ordinary General Assembly was conducted. Mr. Barış Alparslan, the proxy of the company's shareholder, Temel Ticaret ve Yatırım A.Ş., presented his nomination for the Chairperson. The proposal was put to a vote, and Mr. Fatih Kemal Ebicioglu was elected as the Chairman of the Meeting unanimously with TRY 584,170,930.12 in favor.

The Chairperson of the Meeting stated that Mr. Kenan Ayan and Mr. Hakan Hamdi Bulgurlu were appointed as Vote Collectors and Mr. Barış Alparslan was assigned as the secretary.

The Chairperson also announced that the necessary documents related to the agenda items to be discussed during the General Assembly meeting were available at the meeting venue.

Furthermore, the Chairperson stated that, in addition to himself, Board Members Mr. Hakan Hamdi Bulgurlu and Ms. Filiz Börtücen were present at the meeting. Additionally, Mr. Mehmet Can Altıntaş and Ms. Didem Tusel Özdoğan attended the meeting as representatives of the independent audit firm, Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. It was also noted that the Board

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Members who could not attend the meeting in person had informed the assembly of their excuses for their absence.

2- In accordance with the second item of the agenda, the Chairperson provided information regarding the announcement of the Company's 2025 Annual Report at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days. The report was made available on the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System, the Company's corporate website (www.arcelikglobal.com), and in the printed version of the 2025 Annual Report.

The secretary read the Chairman's Message section of the Annual Report prepared by the Board of Directors regarding the Company's activities in 2025. A discussion on the 2025 Annual Report was opened. Questions from shareholders participating electronically were answered. The 2025 Annual Report was approved by majority vote, with TRY 98,102 against and TRY 584,072,828.12 in favor.

3- The Chairperson, in accordance with the third item of the agenda, requested the reading of the summary of the audit report prepared for the 2025 fiscal year by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. The summary report was read by Mr. Mehmet Can Altıntaş, who was present at the meeting as a representative of the independent audit firm. Since this agenda item was not subject to voting, it was presented for informational purposes only.

4- In accordance with the fourth item of the agenda, the Chairperson provided information regarding the announcement of the independently audited 2025 consolidated financial statements, which were prepared in accordance with the Capital Markets Board's Communiqué on Financial Reporting Principles in the Capital Markets (Series: II-14.1). The financial statements were made available at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days, on the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System, the Company's corporate website (www.arcelikglobal.com), and in the printed version of the 2025 Annual Report.

The secretary, Mr. Barış Alparslan, read the summary of the balance sheet and income statement (main items). A discussion was opened. The consolidated financial statements for the 2025 fiscal year, as well as the financial statements prepared in accordance with the Tax Procedure Law, were approved by majority vote, with TRY 98,102 against and TRY 584,072,828.12 in favor.

5- In accordance with the fifth item of the agenda, the Chairperson informed the General Assembly that the Company's TSRS-compliant Sustainability Report for the year 2024 had been prepared in accordance with the relevant standards and had been publicly disclosed at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days, on the Public Disclosure Platform and on the Company's corporate website (www.arcelikglobal.com). It was also stated that the sustainability assurance audit had been completed by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Similarly, shareholders were informed that the TSRS-compliant Sustainability Report for 2025 would be prepared and subjected to sustainability assurance audit in 2026 and publicly disclosed accordingly.

Shareholders were informed about the Company's strategy and key initiatives in 2025 regarding its transition action plan towards a low-carbon economy within the scope of combating climate change. In this context, it was stated that the absolute emission reduction target aligned with the Science Based Targets initiative (SBTi) Net Zero Standard, approved in November 2024, would be updated to include all joint ventures and business partnerships, including Beko Europe.

Information was provided regarding the emission reduction actions planned for 2030 and 2050 in line with the 2050 Net Zero target. It was also stated that the Company's total installed renewable energy capacity reached 96 MWp in 2025 and that it is targeted to reach 100 MWp by 2030. Shareholders were informed that the relevant targets within the scope of the transition to a low-carbon economy continue to be included in the performance scorecards of senior management and relevant executives.

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The 2024 TSRS-compliant Sustainability Report was opened for discussion. As no shareholders requested to speak, the report was approved by majority vote, with TRY 729 against and TRY 584,170,201.12 in favor.

6- In accordance with the sixth item of the agenda, the Chairperson informed the General Assembly that, following the resignation of Independent Board Member Mr. Ahmet Kirman during the year upon his own request, Ms. Filiz Börtücen had been appointed as an Independent Board Member by the Board of Directors decision dated December 25, 2025 pursuant to Article 363 of the Turkish Commercial Code, subject to the approval of the first General Assembly to be held and to serve for the remaining term of the resigned member if approved.

It was also stated that the Capital Markets Board had not expressed any negative opinion regarding Ms. Filiz Börtücen's independence, and that her resume had been disclosed at least three weeks prior to the General Assembly meeting on the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System and the Company's corporate website. The appointment was submitted to the approval of the General Assembly and was approved by majority vote, with TRY 538,306 against and TRY 583,632,624.12 in favor.

7- The Chairperson proposed for the approval of the General Assembly for the release of The Board Members from their liabilities in connection with annual accounts and activities of the company for the fiscal year of 2025.

As a result, each Board Member was released separately by majority vote, with TRY 125,010.50 against and TRY 565,648,720.72 in favor.

8- It was stated that the Board of Directors' proposal regarding dividend distribution for the 2025 fiscal year had been disclosed at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days, on the Public Disclosure Platform, the Central Registry Agency's Electronic General Assembly System, the Company's corporate website and in the printed 2025 Annual Report. The proposal was then discussed.

According to the financial statements for the period January 1 – December 31, 2025 prepared in accordance with Turkish Financial Reporting Standards (TFRS) and audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., and in accordance with capital markets regulations, Article 18 of the Company's Articles of Association and the Dividend Distribution Policy, it was proposed that no dividend distribution be made for the year. This proposal was made considering market expectations, the Company's long-term strategy, investment and financing policies, and the Company's profitability and cash position, in order to strengthen the Company's liquidity position and balance sheet structure.

Accordingly, it was proposed that the current year loss of TRY 11,655,976,711.00 calculated according to the statutory records (VUK) be transferred to prior years' losses and that the net loss of TRY 8,355,687,524.97 determined based on financial statements prepared under TFRS be transferred to prior years' losses. The Board of Directors' proposal was approved by majority vote, with TRY 100 against and TRY 584,170,830.12 in favor.

9- As previously disclosed to the public, within the scope of the Company's expired share buyback program, shares with a total nominal value of TRY 68,876,288, corresponding to $10.19\%$ of the Company's capital, were repurchased. Within this framework, pursuant to the provisions of the Capital Markets Board's Communiqué on Repurchased Shares (II-22.1), it became mandatory to dispose of the portion exceeding $10\%$ of the capital within a maximum period of three years from their acquisition date.

In order to comply with the provisions of the Communiqué on Repurchased Shares, on June 27, 2025, Arçelik shares with a total nominal value of TRY 1,304,000 were sold to Koç Holding Emeklilik ve Yardım Sandığı Vakfı at a price of TRY 112.2 per share, determined based on the average of the weighted average prices on the stock exchange over the last 10 trading days, corresponding to a total consideration of TRY 146,308,800.

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Furthermore, on December 24, 2025, shares with a total nominal value of TRY 48,000,000, representing 7.1% of Arçelik's capital, were sold to Koç Holding A.Ş. at a price of TRY 108.29 per share, calculated in accordance with the same principles, corresponding to a total consideration of TRY 5,197,920,000.

Accordingly, as of December 24, 2025, the total nominal value of the repurchased shares amounted to TRY 19,572,288, corresponding to 2.9% of the Company's capital, and it was stated that there had been no change in these amounts as of the meeting date. Since this agenda item was not subject to voting, it was presented for informational purposes only.

10- The discussion on the 10th agenda item regarding the election of the Board of Directors commenced. Mr. Barış Alparslan, the proxy of the Company's shareholder Temel Ticaret ve Yatırım A.Ş., read the proposal regarding the Board of Directors candidates.

It was stated that the resumes of the Board Member candidates had been disclosed at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days, on the Public Disclosure Platform, the Company's corporate website (www.arcelikglobal.com), the Electronic General Assembly System of the Central Registry Agency, and in the printed version of the 2025 Annual Report booklet, and that the Capital Markets Board had notified the Company that it had no negative opinion regarding the Independent Board Member candidates.

For candidates who could not attend the meeting in person, their candidacy declarations and acceptance of duties were reviewed by the Ministry Representative. Voting was conducted and, as a result, the number of Board Members was determined as 12 in total, including 4 Independent Members.

The following individuals were elected as members of the Board of Directors:

• Mr. Mustafa Rahmi Koç
• Ms. Semahat Sevim Arsel
• Mr. Mehmet Ömer Koç
• Mr. Yıldırım Ali Koç
• Mr. Robert Sonman
• Mr. Levent Çakıroğlu
• Mr. Polat Şen
• Mr. Cemal Can Dinçer

The following individuals were elected as Independent Board Members:

• Ms. Galya Fani Molinas
• Ms. Ayşe Canan Ediboğlu
• Ms. Filiz Börtücen
• Mr. Tankut Turnaoğlu

They were elected to serve for a term of one year, until the General Assembly meeting at which the activities of the year 2026 will be discussed, by majority vote, with TRY 4,572,491 against and TRY 579,598,439.12 in favor.

11- In accordance with the Corporate Governance Principles, it was stated that the "Remuneration Policy for Board Members and Senior Executives," which had last been approved by the shareholders at the Ordinary General Assembly Meeting held on March 28, 2025, had been disclosed at least three weeks prior to the General Assembly meeting, excluding the announcement and meeting days, on the Public Disclosure Platform, the Company's corporate website (www.arcelikglobal.com), and the Electronic General Assembly System of the Central Registry Agency.

Within this framework, shareholders were informed that, as stated in Note 34 of the financial statements, a total benefit of TRY 1,123,753,316.13 had been provided to the Board Members and Senior Executives during 2025 based on purchasing power as of December 31, 2025 (TRY 1,083,091,982.05 based on historical costs). Additionally, the total payment made due to termination amounted to TRY 94,262,173.49 based on purchasing power as of December 31, 2025 (TRY 92,023,888.43 based on historical costs).

The Remuneration Policy for Board Members and Senior Executives and the payments made under this policy were approved by majority vote, with TRY 187,640.50 against and TRY 583,983,289.62 in favor.

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12- The proposal submitted by Mr. Barış Alparslan, the proxy of Temel Ticaret ve Yatırım A.Ş., regarding the determination of the remuneration of the Board Members in line with the Company's "Remuneration Policy for Board Members and Senior Executives" was read.

It was proposed that each Board Member be paid an annual gross remuneration of TRY 3,912,000 and that these payments be made in equal monthly installments starting from the month following the General Assembly meeting. The proposal was approved by majority vote, with TRY 19,831,746 against and TRY 545,941,985.22 in favor.

13- In accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board and the Public Oversight, Accounting and Auditing Standards Authority (KGK), and based on the recommendation of the Audit Committee, the decision of the Board of Directors dated January 23, 2026 was submitted for approval.

It was proposed that Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., registered with the Istanbul Trade Registry Office under registration number 479920, with MERSİS number 0435030326000017, tax number 4350303260 registered with the Boğaziçi Corporate Tax Office, and located at Maslak Mahallesi, Eski Büyüklere Cad. Orjin Maslak İş Merkezi Sit. No:27/57 Sarıyer, Istanbul, be appointed as the independent audit firm for the audit of the Company's financial reports for the fiscal year 2026, including but not limited to the mandatory sustainability assurance audit of the reports to be prepared in accordance with the Türkiye Sustainability Reporting Standards published by the Public Oversight Authority (KGK).

The proposal was approved by majority vote, with TRY 729 against and TRY 584,170,201.12 in favor.

14- In accordance with the Capital Markets Board regulations and the Company's Donation and Sponsorship Policy, the General Assembly was informed that Arçelik A.Ş. made donations and contributions to foundations and associations for social assistance purposes in 2025 amounting to TRY 30,457,158.22 based on nominal values (TRY 33,897,700.07 based on purchasing power as of December 31, 2025), and information regarding the main beneficiary institutions was shared.

The proposal submitted by Mr. Barış Alparslan, the proxy of Temel Ticaret ve Yatırım A.Ş., to determine the upper limit of donations to be made in 2026 as 0.4% of the Company's revenue for 2025 calculated based on purchasing power as of December 31, 2026 was put to a vote and approved by majority vote, with TRY 19,808,990.50 against and TRY 564,361,939.62 in favor.

15- In accordance with the Capital Markets Board regulations, shareholders were informed about the guarantees, pledges, mortgages and sureties provided by the Company and its subsidiaries in favor of third parties during 2025, as well as the income or benefits obtained therefrom.

As stated in Note 17 of the publicly disclosed consolidated financial statements, the Company provided guarantees, pledges, mortgages and sureties totaling TRY 47,864,827,000 in favor of its subsidiaries included in the scope of full consolidation in 2025. Since this agenda item was not subject to voting, it was presented for informational purposes only.

16- It was proposed to grant permission, in accordance with Articles 395 and 396 of the Turkish Commercial Code, to controlling shareholders, members of the Board of Directors, senior executives and their spouses and relatives up to the second degree by blood or marriage to conduct transactions with the Company. The proposal was unanimously approved with TRY 584,170,930.12 in favor.

Additionally, in accordance with the Capital Markets Board's Corporate Governance Communiqué, it was stated that some of the controlling shareholders, members of the Board of Directors and executives with administrative responsibility, as well as their spouses and relatives up to the second degree by blood or marriage, serve as board members in other Koç Group companies, including those operating in the same line of business as the Company. It was also reported to the General Assembly that no significant transactions requiring disclosure under Principle 1.3.6 of the Corporate Governance Communiqué took place during 2025.

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17- During the observations and opinions section, shareholders were heard. The questions from shareholders attending both physically and electronically were answered by the Company's CEO and CFO.

This minutes document was prepared and signed by the Presidency of the Meeting at the meeting venue. (16.03.2026)

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NURAN DEVRİM
MINISTRY REPRESENTATIVE

FATİH KEMAL EBİÇLİOĞLU
CHAIR PERSON

KENAN AYAN
VOTE COLLECTOR

HAKAN HAMDİ BULGURLU
VOTE COLLECTOR

BARIŞ ALPARSLAN
SECRETARY

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ARÇELİK A.Ş. 2025 Dividend Distribuiton Proposal Table (TL)
1 Paid in Capital/Issued Capital *
2 Total Legal Reserves (According to Statutory Income Statements) **			675.728.205,00
887.706.579,24
Information on privileges in profit distribuiton if any in the Articles of Association
		According to CMB	According to Tax Book
3 Current Period Profit		-4.736.572.553,45	-11.655.976.711,00
4 Taxes Payable (-)		-5.062.740.495,63	0,00
5 Net Current Period Profit		-8.355.687.524,97	-11.655.976.711,00
6 Losses in Previous Years (-)		0,00	0,00
7 Primary Legal Reserves (-)		0,00	0,00
8 NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=)		-8.355.687.524,97	-11.655.976.711,00
9 Donations Made During the Year (+)		33.897.700,07
10 Donation - Added Net Distributable Current Period Profit (Loss) on which First Dividend is Calculated		-8.321.789.824,90
11 First Dividend for Shareholders		0,00	0,00
Cash		0,00	0,00
Stock
Total		0,00
12 Dividend Distributed to Owners of Previlged Shares		0,00
13 Other Dividend Distributed
- to the Members of the Board of Directors
- to the Employees
- to None Shareholders		0,00
14 Dividend to Owners of Redeemed Shares		0,00
15 Second Dividend for Shareholders		0,00	0,00
16 General Legal Reserves		0,00	0,00
17 Statutory Reserves
18 Special Reserves
19 EXTRAORDINARY RESERVES		0,00	0,00
20 Other Distributable Resources		0,00	0,00
Retained Earnings		0,00	0,00
Extraordinary Reserves		0,00	0,00
Other Distributable Reserves in Accordance with the Law and the Articles		0,00	0,00
Legal Reserves from Other Distributable Resources		0,00	0,00

• The amount represents the registered nominal share capital. According to the records prepared in accordance with the Tax Procedure Law (TPL), a capital inflation adjustment difference amounting to TRY 19,408,822,273.72 is included.
  ** The amount represents the nominal statutory legal reserve. Following the application of inflation accounting, according to the records prepared in accordance with the Tax Procedure Law (TPL), a total inflation adjustment difference amounting to TRY 9,356,296,057.80 relating to statutory legal reserves is included.

ARÇELİK A.Ş. 2025 Dividend Distribuiton Proposal Table (TL)
	SHARE GROUP	DIVIDEND AMOUNT		TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT	DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL
		CASH (TL)	STOCK (TL)		AMOUNT (TL)	RATE (%)
NET*	-	0.00	0.00	0.00	0.0000000	0.00
	TOPLAM	0.00	0.00	0.00	0.0000000	0.00

(*) There is no privileged share group in the profit.

Sensitivity: Public