ARÇELİK A.Ş.

M&A Activity • Oct 11, 2016

Summary Info	Decision of the Board of Directors for partial demerger via facilitated procedure transaction through associate model
Update Notification Flag	No
Correction Notification Flag	No
Postponed Notification Flag	No

Board Decision Date	11.10.2016
Demerger Model	Partial demerger through associate model
Title of New Company/Companies Established After Demerger	Arçelik Pazarlama A.Ş.
Scope of Activities of Company Established After Demerger	In the consumer durables, consumer electronics, small home appliances and kitchen accessories, to conduct marketing operations, to set up dealer organization, to manage advertising and sponsorship activities to increase the recognition of products and brand, to manage inventory, to manage logistics, to guarantee the products and to manage after-sales installation activities.
Paid-in Capital of Company Established After Demerger	626.059.040
Will Be Applied to Stock Exchange For Listing of New Established Company?	No
Currency Unit	TRY
Date Of Financial Statements Base To Demerger	30.06.2016
Paid-in Capital (TL)	675.728.205
Target Capital (TL)	675.728.205

Share Group Info	Paid-in Capital (TL)	Share Exchange Rate	Capital To Be Decreased Due To Demerger (TL)	Capital To Be Decreased Due To Demerger (%)	Amount Of Bonus Issue From Internal Resources Due to Demerger (TL)	Rate Of Bonus Issue From Internal Resources Due to Demerger(%)	New Shares' ISIN	Amount of Shares Issued Due To Demerger
ARCLK, TRAARCLK91H5	675.728.205

Additional Explanations

Our Company's Board of Directors took the following decisions on October 11, 2016.

Taking into account current conditions in the markets; to establish more effective and efficient structure, to carry out our company's domestic operations other than R&D and production activities through a separate legal entity, to transfer the whole of the assets and liabilities of "dealer management", "advertising and sponsorship activities," "inventory and stock management "," logistics management "," guarantee service management "," installation and service" activities in the balance sheet without compromising the integrity of the business into Arçelik Pazarlama A.Ş. titled and be established corporation which is our company's 100% subsidiary with the partial demerger.; to realize the partial demerger according to Turkish Commercial Code (TCC) no. 6102, the paragraph "1-b" of article 159, the Capital Markets Board's (CMB) Communique on Merger and Demerger (II-23.2) with the provisions relating to demerger via facilitated procedure and the Corporate Tax Law no. 5520, paragraph "3-b" of article 19 and article 20; all of the shares representing the capital of the new company be established to be acquired by Arçelik A.Ş.;

With regard to the partial demerger transaction;

a) Partial demerger operations to be performed on the basis of our company's financial statements dated 30.06.2016,

b) Acceptance of Demerger Plan, Articles of Association draft of the new company, Demerger Report and Announcement Text as in the annex which is disclosed to public,

c) To submit Demerger Report and Demerger Plan to the shareholders in accordance with TCC, CMB and the relevant legislation,

d) To authorize Citigroup Global Markets Limited to conduct a process with the bond holders for the modifications needed in the conditions of the Notes issued abroad related to demerger transaction.

The above decision was taken unanimously, including independent members of our board members. In this context, the first meeting date of the bond holders has been envisaged as November 4 th , 2016 and developments of the subject will be presented to our investors.

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.

Documents Regarding Demerger

Appendix: 1	Bölünme Planı-1.pdf - Demerger Plan
Appendix: 2	Bölünme Planı-2.pdf - Demerger Plan
Appendix: 3	Bölünme Planı-3.pdf - Demerger Plan
Appendix: 4	Bölünme Planı-4.pdf - Demerger Plan
Appendix: 5	Bölünme Raporu.pdf - Demerger Report
Appendix: 6	YMM Raporu.pdf - Appraisal Reports
Appendix: 7	Duyuru Metni.pdf - Announcement Text
Appendix: 8	Arçelik A.Ş. Haziran Kons. Mali Tablo.pdf - Other
Appendix: 9	Arçelik A.Ş. VUK Bilanço.pdf - Other
Appendix: 10	Arçelik Pazarlama A.Ş. TMS Açılış Bilançosu.pdf - Other
Appendix: 11	Arçelik Pazarlama A.Ş. VUK Açılış Bilanço.pdf - Other
Appendix: 12	Arçelik Pazarlama A.Ş. Esas Sözleşme.pdf - Other