ARÇELİK A.Ş. — Environmental & Social Information 2022

Jul 8, 2022

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Corporate Governance and Credit Rating Services, Inc.

Corporate Governance Rating

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July 8, 2022

CONTENTS

Rating Revision	.	.	.	.	.	.	.	.	. 3
Rating Methodology	.	.	.	.	.	.	.	.	. 5
Rating Definitions	.	.	.	.	.	.	.	.	. 6
Disclaimer.	.	.	.	.	.	.	.	.	. 7

Corporate Governance Rating

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ARÇELİK A. Ş. (ARCLK)

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Corporate Governance Rating:

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9.69

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RATING REVISION

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Arçelik A.Ş.’s (“Arçelik”) previous Corporate Governance Rating of 9.67 dated July 16, 2021, is hereby revised as 9.69 . SAHA’s rating methodology is based on the Capital Markets Board’s “Corporate Governance Principles” (“The Communique”) released on January of 2014.

Furthermore, SAHA publishes (annually) the World Corporate Governance Index (WCGI) which ranks countries in terms of their level of compliance with corporate governance principles as well as their germane institutions, rules, codes, and regulations together with international standards and indices which evaluate countries in a vast array of areas such as transparency, corruption, ease of doing business, etc. Arçelik is analyzed as a Turkish company and Turkey takes place at the top classification of the WCGI which is Group 1. Details of the World Corporate Governance Index (WCGI) published by SAHA on May 10, 2022 can be accessed at http://www.saharating.com.

In this annual review, the factor affecting the rating increase in Board of Directors subsection is given below:

• The procedure how the meetings of the board of directors would be held is put in written form, with the Board of Directors’ Procedures and Principles Code which is entered into force with the Board of Directors’ decision dated 28.2.2022.

The sub-section ratings are confirmed as follows:

Sub Sections	Weight	Rating
Shareholders	25%	95.77
Public Disclosure and Transparency	25%	98.72
Stakeholders	15%	99.48
Board of Directors	35%	95.15
Total		96.85

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SAHA’s methodology for rating the degree of compliance with the Principles of Corporate Governance is based upon the CMB’s Corporate Governance Principles published on January 2014.

The CMB based these principles on the leading work of the Global Corporate Governance Forum (GCGF), which has been established in cooperation with the World Bank and the Organization of Economic Cooperation and Development (OECD). After having incorporated the views and opinions of experts and representatives from the CMB, the Istanbul Stock Exchange, the Turkish Corporate Governance Forum, academicians, private sector representatives as well as various professional organizations and NGOs, the Principles were adopted to reflect the national characteristics and conditions.

Within the Principles, “comply or explain” approach is valid. Some of these Principles are mere recommendations and their implementation thereof is optional. However, the explanation concerning the implementation status of the Principles, if not detailed reasoning thereof, conflicts arising from inadequate implementation of these Principles, and explanation on whether there is a plan for change in the company’s governance practices in the future should all be included in the annual report and disclosed to public.

On the foundation of these Principles, SAHA Corporate Governance Rating methodology features over 330 code criteria. During the rating process, each criterion is evaluated on the basis of information provided by the company officials and disclosed publicly. Some of these criteria can be evaluated by a simple YES/NO answer; others require more detailed analysis and examination.

SAHA assigns ratings between 1 (weakest) and 10 (strongest). In order to obtain the maximum rating of 10, a company should be in full and perfect compliance with the Principles (see Rating Definitions).

In compliance with the CMB’s directive and to reach an overall Corporate Governance Rating, SAHA allocates the following weights to the four main sections of the Principles:

Shareholders: 25% Disclosure and Transparency: 25% Stakeholders: 15% Board of Directors: 35%

To determine the final overall rating, SAHA utilizes its proprietary methodology which consists of subsection weightings and weightings for the criteria there under. A separate rating is assigned to each one of the main sections as well.

The Principles consist of four main sections: shareholders, public disclosure and transparency, stakeholders and board of directors.

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Rating	Definition
9 - 10	The company performsvery goodin terms of Capital Markets Board’scorporate governance principles. It has, to varying degrees, identified andactively managed all significant corporate governance risks throughcomprehensiveinternalcontrolsandmanagementsystems.Thecompany’s performance is considered to represent best practice, and it hadalmost no deficiencies in any of the areas rated. Deserved to be included inthe BIST Corporate Governance Index on the highest level.
7 - 8	The company performsgoodin terms of Capital Markets Board’s corporategovernance principles. It has, to varying degrees, identified all its materialcorporate governance risks and is actively managing the majority of themthrough internal controls and management systems. During the ratingprocess, minor deficiencies were found in one or two of the areas rated.Deserved to be included in the BIST Corporate Governance Index.
6	The company performsfairin terms of Capital Markets Board’s corporategovernance principles. It has, to varying degrees, identified the majorityof its material corporate governance risks and is beginning to activelymanage them. Management accountability is considered in accordancewith national standards but may be lagging behind international bestpractice. During the ratings process, minor deficiencies were identified inmore than two of the areas rated.
4 - 5	The company performsweaklyas a result of poor corporate governancepolicies and practices. The company has, to varying degrees, identified itsminimum obligations but does not demonstrate an effective, integratedsystem of controls for managing related risks. Assurance mechanisms areweak. The rating has identified significant deficiencies in a number (butnot the majority) of areas rated.
<4	The company performsvery weaklyand its corporate governance policiesand practices are overall very poor. The company shows limitedawareness of corporate governance risks, and internal controls are almostnon-existent. Significant deficiencies are apparent in the majority of areasrated and have led to significant material loss and investor concern.

DISCLAIMER

This Corporate Governance Rating Revision has been prepared by Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. (SAHA Corporate Governance and Credit Rating Services, Inc.) based on information made available by Arçelik A.Ş. and according to the Corporate Governance Principles by the Turkish Capital Markets Board as amended on 2005.

This revision, conducted by SAHA A.Ş. analysts and based on their best intentions, knowledge base and experience, is the product of an in depth study of the available information which is believed to be correct as of this date. It is a final opinion about the degree of sensitivity of a company to its shareholders’ and stakeholders’ rights, its commitment to public disclosure and transparency, and conduct and credibility of its board of directors.

The contents of this revision and the final corporate governance rating should be interpreted neither as an offer, solicitation or advice to buy, sell or hold securities of any companies referred to in this report nor as a judgment about the suitability of that security to the conditions and preferences of investors. SAHA A.Ş. makes no warranty, regarding the accuracy, completeness, or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for investment or other purposes.

SAHA A.Ş. has embraced and published on its web site (www.saharating.com) the IOSCO (International Organization of Securities Commissions) Code of Conduct for Credit Rating Agencies and operates on the basis of independence, objectivity, transparency, and analytic accuracy.

© 2022 Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. All rights reserved. This publication or parts thereof may not be republished, broadcast, or redistributed without the prior written consent of Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş. and Arçelik A.Ş

Contact:

S. Suhan Seçkin suhan@saharating.com Ali Perşembe apersembe@saharating.com M. Metin Tosun mtosun@saharating.com

Saha Kurumsal Yönetim ve Kredi Derecelendirme A.Ş

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