Koc : Non-current Financial Asset Acquisition

KAMUYU AYDINLATMA PLATFORMU

KOÇ HOLDİNG A.Ş.

Non-current Financial Asset Acquisition

Summary

Purchase of Arçelik A.Ş. and Ford Otomotiv Sanayi A.Ş. shares from Vehbi Koç Vakfı

Noncurrent Financial Asset Acquisition

Related Companies

Related Funds

[ARCLK, FROTO]

[]

Noncurrent Financial Asset Acquisition

Update Notification Flag	Hayır (No)
Correction Notification Flag	Hayır (No)
Date Of The Previous Notification About The Same Subject	-
Postponed Notification Flag	Hayır (No)
Announcement Content
Board Decision Date for Acquisition	21/09/2020
Were Majority of Independent Board Members' Approved	Yes
the Board Decision for Acquisition
Title of Non-current Financial Asset Acquired	Arçelik A.Ş., Ford Otomotiv Sanayi A.Ş.
Field of Activity of Non-current Financial Asset whose	Arçelik - consumer durables Ford Otosan -
Shares were being Acquired	automotive
Capital of Noncurrent Financial Asset	Arçelik - 675.728.205 TL Ford Otosan - 350.910.000 TL
Acquirement Way	Satın Alma (Purchase)
Date on which the Transaction was/will be Completed	21/09/2020
Acquisition Conditions	Peşin (Cash)
Detailed Conditions if it is a Timed Payment	-
Nominal Value of Shares Acquired	Arçelik - 327.598,01 TL Ford Otosan - 677.947,33 TL
Purchase Price Per Share	Arçelik - 22,64 TL Ford Otosan - 88,25 TL
Total Purchasing Value	Arçelik - 7.416.819 TL Ford Otosan - 59.828.852 TL
Ratio of New Shares Acquired to Capital of Non-current	Arçelik - %0,05 Ford Otosan - %0,19
Financial Asset (%)
Total Ratio of Shares Owned in Capital of Non-current	Arçelik - %40,56 Ford Otosan - %38,65
Financial Asset After Transaction (%)
Total Voting Right Ratio Owned in Non-current Financial	Arçelik - %40,56 Ford Otosan - %38,65
Asset After Transaction (%)
Ratio of Non-current Financial Asset Acquired to Total
Assets in Latest Disclosed Financial Statements of Company	Arçelik - % 0,001 Ford Otosan - %0,01
(%)
Ratio of Transaction Value to Sales in Latest Annual	Arçelik - % 0,005 Ford Otosan - %0,04
Financial Statements of Company (%)
Effects on Company Operations	Direct shareholding at these companies will increase
Did Takeover Bid Obligation Arised?	Hayır (No)
Will Exemption Application be Made, if Takeover Bid	Hayır (No)
Obligation Arised?
Title/ Name-Surname of Counter Party	Vehbi Koç Vakfı

Is Counter Party a Related Party According to CMB	Evet (Yes)
Regulations?
Relation with Counter Party if any	Shareholder of Koç Holding
Agreement Signing Date if Exists	21/09/2020
	Although not required by CMB regulations, an
	independent valuation report has been prepared by
	Ernst Young Kurumsal Finansman Danışmanlık A.Ş
Value Determination Method of Non-current Financial Asset	pursuant to foundations regulations. The transaction
price has been determined taking into account the
	valuation range indicated in the independent
	valuation report and the recent market value of the
	shares.
Did Valuation Report be Prepared?	Düzenlendi (Prepared)
Reason for not Preparing Valuation Report if it was not	Prepared
Prepared
Date and Number of Valuation Report	18/09/2020
Title of Valuation Company Prepared Report	Ernst Young Kurumsal Finansman Danışmanlık A.Ş.
Value Determined in Valuation Report if Exists	Arçelik - per share 20,95 TL - 24,12 TL Ford Otosan -
per share 81,07 TL - 92,99 TL
Reasons if Transaction wasn't/will not be performed in	-
Accordance with Valuation Report

Explanations

Our Board of Directors resolved to purchase shares of (i) Arçelik A.Ş. from Vehbi Koç Foundation, with a total nominal value of 327.598,01 TL for a total cash consideration of 7.416.819 TL and (ii) shares of Ford Otomotiv Sanayi A.Ş. held by Vehbi Koç Foundation, with a total nominal value of 677.947,33 TL for a total cash consideration of 59.828.852 TL. The shares have been transferred and the consideration has been paid in full today.

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.

We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures.