ARÇELİK A.Ş. — Governance Information 2017

Apr 3, 2017

ARÇELİK A.Ş. AMENDMENT TO ARTICLES OF ASSOCIATION

ARTICLE NO.	CURRENT TEXT	NEW TEXT
6	The Company has adopted registered capital system inaccordance with the provisions of Law nr. 6362 and transitedto registered capital system with 28.10.1982 dated and 61numbered permit of Capital Markets Board.Upper limit of Company’s registered capital is TL1,500,000,000.00 (One billion and five hundred millionTurkish Liras), divided into 150,000,000,000.00 (Onehundred and fifty billion) registered shares, each with anominal value of 1 (One) Kurus.The permit provided by the CMB for the upper limit ofregistered capital is valid for the years 2013-2017 (5 years).At the end of 2017, even if upper limit of registered capitalare not attained, in order to enable board of directors to takecapital increase decision after 2017, it is mandatory to obtainauthority from general assembly for a new period notexceeding 5 years by obtaining the permit of Capital MarketsBoard for previously permitted upper limit or a new upperlimit. In case abovementioned authorization shall not beobtained, the Company will be considered as signed out fromthe registered capital system.The issued capital of Company is TL 675,728,205.00 (Sixhundred seventy five million and seven hundred twenty eightthousand and two hundred and five Turkish Liras) andmentioned issued capital is fully paid as free of collusion.	The Company has adopted authorized capital system inaccordance with the provisions of Law nr. 6362 and transitedto authorized capital system with 28.10.1982 dated and 61numbered permit of Capital Markets Board.Upper limit of Company’s authorized capital is TL1,500,000,000.00 (One billion and five hundred millionTurkish Liras), divided into 150,000,000,000.00 (One hundredand fifty billion) registered shares, each with a nominal valueof 1 (One) Kurus.The permit provided by the CMB for the upper limit ofauthorized capital is valid for the years between2017-2021(5years). At the end of2021, even if upper limit of authorizedcapital are not attained, in order to enable board of directors totake capital increase decision after2021, it is mandatory toobtain authority from general assembly for a new period notexceeding 5 years by obtaining the permit of Capital MarketsBoard for previously permitted upper limit or a new upperlimit. In case abovementioned authorization shall not beobtained, the Companycannot make a capital increase by adecision of the board of directors.The issued capital of Company is TL 675,728,205.00 (Sixhundred seventy five million and seven hundred twenty eightthousand and two hundred and five Turkish Liras) andmentioned issued capital is fully paid as free of collusion.

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ARÇELİK A.Ş. AMENDMENT TO ARTICLES OF ASSOCIATION

	Corporate stocks are tracked based on records within theframework of dematerialization principles.If necessary, Company’s capital may be increased ordecreased within the framework of the provisions of TurkishCommercial Code and Capital Markets Board.The Board of Directors is authorized to increase the issuedcapital by issuing new shares up to upper limit of registeredcapital when deemed as necessary in accordance with theprovisions of Capital Markets Law and to take decisions onlimiting the rights of shareholders for acquiring new sharesand on issuing shares at a premium or under its nominalvalue. Authority of limiting the new share acquirement shallnot be used in a way that causes disparity amongshareholders.	Corporate stocks are tracked based on records within theframework of dematerialization principles.If necessary, Company’s capital may be increased ordecreased within the framework of the provisions of TurkishCommercial Code and Capital Markets Board.The Board of Directors is authorized to increase the issuedcapital by issuing new shares up to upper limit of authorizedcapital when deemed as necessary in accordance with theprovisions of Capital Markets Law and to take decisions onlimiting the rights of shareholders for acquiring new shares andon issuing shares at a premium or under its nominal value.Authority of limiting the new share acquirement shall not beused in a way that causes disparity among shareholders.

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