Partial Demerger 2018

  

The Board of Directors of our company made the following decision on April 09, 2018.

To create a more efficient and focused structures for activities of motor production and payment system, it has been decided to:

With the aim of turning the general-purpose motor production of our company into a more efficient organisation that can offer solutions specific to market needs by expanding the product range, to transfer the industrial motor production, services and relevant R&D activities to a joint-stock company named WAT MOTOR SANAYİ VE TİCARET, which will be newly established as a 100% subsidiary of our Company, by way of partial demerger and in a manner not to disrupt the business integrity of assets and liabilities.

With the aim of turning the payment systems know-how of our company into a more flexible and a new structure by focusing financial technology, creating value-added solutions in the areas of software-based retailing and payment, and creating new business models, to transfer payment systems operations and the relevant R&D activities to a joint-stock company named TOKEN FİNANSAL TEKNOLOJİLER, which will be newly established as a 100% subsidiary of our company, by way of partial demerger and in a manner not to disrupt the business integrity of assets and liabilities.

To carry out the mentioned partial demerger as per subparagraph "b" of the 1st paragraph of Article 159 of the Turkish Commercial Code No. 6102, facilitated procedure provisions of the Mergers and Demergers Communiqué (II-23.2) of the Capital Markets Board ("CMB") and subparagraph "b" of the 3rd paragraph of Article 19, and Article 20 of the Corporate Tax Law No. 5520; and that the shares that represent the whole capitals of the new companies to be founded shall be acquired by Arçelik A.Ş.