Bond Arçelik 5% ( US03938HAA14 ) in USD

Issuer Arçelik
Market price 100 %  ▼ 
Country  Turkey
ISIN code  US03938HAA14 ( in USD )
Interest rate 5% per year ( payment 2 times a year)
Maturity 02/04/2023 - Bond has expired



Prospectus brochure of the bond Arçelik US03938HAA14 in USD 5%, expired


Minimal amount 200 000 USD
Total amount 500 000 000 USD
Cusip 03938HAA1
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating N/A
Detailed description Arçelik is a major Turkish multinational consumer electronics and home appliances manufacturer, a subsidiary of Koç Holding, producing a wide range of products including refrigerators, washing machines, dishwashers, and air conditioners.

The Bond issued by Arçelik ( Turkey ) , in USD, with the ISIN code US03938HAA14, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/04/2023
The Bond issued by Arçelik ( Turkey ) , in USD, with the ISIN code US03938HAA14, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY
YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISER.
NOTICE OF MEETING
to the holders of
Arçelik A.. (the "Issuer")
(incorporated under the laws of the Republic of Turkey)
U.S.$500,000,000 5.000% Notes due 2023 (the "Notes")
(of which U.S.$500,000,000 is outstanding)
(Restricted Global Certificate ­ CUSIP: 03938HAA1; Common Code: 091093332; ISIN: US03938HAA14)
(Unrestricted Global Certificate ­ ISIN: XS0910932788; Common Code: 091093278)
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 (Provisions for Meetings of
Noteholders) of the Agency Agreement (as defined below) made between, amongst others, the Issuer and
Citibank, N.A., London Branch as fiscal agent (the "Fiscal Agent"), a meeting (the "Meeting") of the holders
of securities convened by the Issuer will be held on 4 November 2016 at Linklaters LLP, One Silk Street,
London EC2Y 8HQ at 9:30a.m. (London time) for the purpose of considering and, if thought fit, passing the
following extraordinary resolution (the "Extraordinary Resolution") which will be proposed as a resolution
in accordance with the provisions for meetings of holders of Notes set out in Schedule 4 (Provisions for
Meetings of Noteholders) of the Agency Agreement.
NOTICE IS ALSO HEREBY GIVEN that, if the necessary quorum for the Extraordinary Resolution is not
obtained, an adjourned Meeting of the holders of the Notes convened by the Issuer will be held on 21
November 2016 at Linklaters LLP, One Silk Street, London EC2Y 8HQ at 9:30a.m. (London time) for the
purpose of considering and, if thought fit, passing the Extraordinary Resolution, which will be proposed as a
resolution in accordance with the provisions for meetings of holders of Notes set out in Schedule 4
(Provisions for Meetings of Noteholders) of the Agency Agreement.
Unless the context otherwise requires, terms used in this notice shall bear the meanings given to them in the
Agency Agreement or, as applicable, the consent solicitation memorandum dated 12 October 2016 (the
"Consent Solicitation Memorandum").
EXTRAORDINARY RESOLUTION
"THAT THIS MEETING (the "Meeting") of the holders of Arçelik A..'s (the "Issuer") U.S.$500,000,000
5.000% Notes due 2023 (Restricted Global Certificate ­ CUSIP: 03938HAA1; Common Code: 091093332;
ISIN: US03938HAA14; Unrestricted Global Certificate ­ ISIN: XS0910932788; Common Code: 091093278)
(the "Notes"), pursuant to the fiscal agency agreement dated 3 April 2013 made between, amongst others, the
Issuer and Citibank, N.A., London Branch as fiscal agent in respect of the Notes (the "Agency Agreement"),
by Extraordinary Resolution HEREBY:
(1)
agrees to the Issuer's proposal to modify the terms and conditions of the Notes by inserting a new
Condition 17 as follows:
"17. The Proposed Reorganisation
Notwithstanding any other provision of these Conditions, the Proposed Reorganisation (as defined in
the Consent Solicitation Memorandum dated 12 October 2016) does not and if effected will not
amount to a breach of any of the Conditions or amount to an Event of Default under Condition 10."
1


The modification shall be effected by way of a supplemental agency agreement which will be entered
into between, amongst others, the Issuer and the Fiscal Agent (the "Supplemental Agency
Agreement").
(2)
authorises, directs and requests the Issuer to: (i) give effect to the amendment referred to in
paragraph (1) of this Extraordinary Resolution by way of execution and delivery of the
Supplemental Agency Agreement (substantially in the form of the draft produced to the Meeting,
with such amendments (if any) requested by the Issuer); and (ii) enter into and do all such other
agreements, deeds, instruments, acts and things as may be necessary, desirable or expedient to
carry out and give effect to this Extraordinary Resolution and the implementation of the Proposal;
(3)
sanctions and assents to every abrogation, amendment, modification, compromise or arrangement
in respect of the rights of the holders of the Notes against the Issuer or against any of its property
whether such rights shall arise under the Agency Agreement or otherwise involved in or resulting
from the convening of the Meeting, the Proposal, this Extraordinary Resolution, the
Supplemental Agency Agreement or their implementation and/or the amendments to the Agency
Agreement or their implementation;
(4)
acknowledges and agrees that the Supplemental Agency Agreement and the amendments to the
Agency Agreement will each become effective from the date of the execution of the
Supplemental Agency Agreement, which may occur prior to the payment of the Consent Fee;
(5)
acknowledges that the payment of the Consent Fee shall be conditional on the Meeting being
quorate and validly held, the Extraordinary Resolution being passed at such Meeting and the
Supplemental Agency Agreement in respect of the Notes being executed;
(6)
authorises, directs, requests and empowers the Fiscal Agent, the Transfer Agent and the Registrar
to (and authorises, directs, requests and empowers the Issuer to direct the Fiscal Agent, the
Transfer Agent and the Registrar to) execute the amendments referred to in paragraph (1) of this
Extraordinary Resolution and, in order to give effect to and implement such amendments, on or
shortly after the passing of this Extraordinary Resolution execute the Supplemental Agency
Agreement (substantially in the form of the draft produced to the Meeting, with such amendments
(if any) requested by the Issuer); and
(7)
discharges and exonerates the Fiscal Agent from all liability in consenting to the Proposal and in
respect of any act or omission for which it may have become responsible under the Agency
Agreement and/or the Notes in connection with the Proposal, this Extraordinary Resolution or its
implementation.
Unless the context otherwise requires, capitalised terms used in this Resolution shall bear the meanings given
to them in the Agency Agreement, or as applicable, the Consent Solicitation Memorandum prepared by the
Issuer and dated 12 October 2016."
The Issuer has convened the Meeting for the purpose of enabling holders of Notes to consider the Proposal set
out in the Consent Solicitation Memorandum and, if they think fit, to pass the Extraordinary Resolution set
out above.
2


Background to the Proposal
The Proposed Reorganisation
The Group is a leading producer of white goods and consumer electronics. The Group has strong market
positions in the Middle East, the Commonwealth of Independent States countries and Africa, in addition to its
very strong market position in Turkey, and is now expanding its business into Asia. The Issuer is the listed
parent company for the Group and currently owns substantially all the Group's production operations and the
Turkish sales, distribution and aftersales functions. The Group's international subsidiaries are mainly
responsible for sales, marketing, distribution and aftersales operations in the relevant markets outside Turkey.
The Group has grown to become the third largest white goods company in Europe.
The Group's overarching strategic goal is to continue to improve its leading positions both domestically and
internationally through sustainable and profitable growth. As part of this strategy, the Group has sought to
structure its operations so that its production businesses are separate to its sales, marketing, distribution and
aftersales businesses: 28 subsidiaries are already in operation across a number of jurisdictions in which the
Group operates.
In 2000, the Turkish business accounted for a large proportion of the operations of the Group, representing
more than 80 per cent. of its revenues in that year. As a result, production, sales, exports, marketing and
aftersales functions were all managed within the same entity. As the Issuer has evolved into a global player
over the last two decades, the operations of the Group have expanded into different geographies with
international sales representing 59.6 per cent. of consolidated Group revenues in the year ended 31 December
2015. However, the majority of the Group's global production operations, as well as the sales, marketing,
distribution and aftersales functions for the Turkish market continue to be carried out by the Issuer, which
causes inefficiencies. The Issuer therefore intends to separate its Turkish sales, marketing, distribution and
aftersales functions from its other operations (such as its production and research and development
operations) and transfer these functions to a new wholly-owned subsidiary (the "Proposed Reorganisation").
The Proposed Reorganisation will be effected by dividing the balance sheet of the Issuer through a partial
spin-off (using a procedure for restructurings provided for under Turkish law), with the relevant assets and
liabilities of the sales, marketing, distribution and aftersales functions of the Issuer being transferred to
Arçelik Pazarlama A.., a new wholly-owned direct subsidiary of the Issuer ("Newco").
Following the Proposed Reorganisation, Newco will be responsible for the following parts of the Group's
business in Turkey:

management of domestic dealers in Turkey. Newco will purchase products from the Issuer and sell
these to dealers. Such sales will be carried out in accordance with transfer pricing rules and on arm's
length terms

managing the Group's relationships with dealers in the Turkish market, including by monitoring
inventory and receivables

managing related logistic operations

carrying out risk management in relation to Turkish customer receivables

sales and marketing activities in Turkey and

after sales service in Turkey.
3


The Proposed Reorganisation will include the transfer of around 1,500 employees to Newco. The Issuer will
remain jointly and severally liable with Newco for the obligations arising from the relevant employment
contracts, including compensation for any termination of such contracts, for two years after the Proposed
Reorganisation is implemented.
The Proposed Reorganisation is subject to the approval of the Capital Markets Board of Turkey and approval
by the shareholders of the Issuer. It is necessary to obtain the approval of the Capital Markets Board before
holding the meeting of shareholders, and it is currently expected that a meeting of the shareholders of the
Issuer to approve the Proposed Reorganisation will take place in December 2016 and the Proposed
Reorganisation is expected to become effective from 1 January 2017. The Proposed Reorganisation may
become effective at a date later than 1 January 2017 if, for example, there is a delay in obtaining regulatory
approvals that are not within the control of the Issuer, in which case it may become necessary to publish
updated pro forma financial information for Newco compared to that appearing in this document.
As Newco will be a wholly-owned subsidiary of the Issuer, the Proposed Reorganisation is not expected to
have any impact on the presentation of the Group's consolidated financial reports.
Benefits of the Proposed Reorganisation
The principal benefits of the Proposed Reorganisation for the Issuer and the Group will be operational and
management efficiencies, which are expected to include:

the ability to streamline, rationalise and focus the Turkish sales and marketing functions, following its
separation from the production operations. This is particularly important given the different product
range and brand positioning strategies that the Group pursues in domestic and international markets.
In the domestic market, almost all sales are conducted under the Arçelik, Beko and Altus brands, and
out of this portfolio, Arçelik and Altus are specific to the domestic market. In Turkey, Arçelik is a
premium brand and Altus is a value segment brand. In international markets, the major brand is Beko,
which is attracting value and quality conscious customers, while Grundig is targeting the premium
segment as part of the Group's new strategy.
Similarly, in line with the Group's brand strategy, the product range sold in the domestic market under
the Arcelik and Beko brands are more at a premium level. In addition to that, the product range sold in
the Turkish market is wider, covering white goods, consumer electronics, information technology,
heating, ventilation and air-conditioning, small home appliances and kitchen furniture segments. In
international markets, however, white goods and television account for almost all sales.

the ability to organise logistics management more efficiently. Turkish domestic sales, marketing and
distribution activities are carried out in different geographical regions with different specifications.
Unlike the Group's foreign subsidiaries, the Turkish sales organisation is managed through a dealer
network of around 3,000 sales points, located across Turkey, to better meet swiftly changing customer
needs and provide appropriate financing solutions to the customer base. The dealer network, and the
financing thereof, requires a different risk, customer and financial management approach compared to
foreign sales and marketing activities. Dealer satisfaction, which is strategically important, is expected
to be maintained in a more effective and focused way after the Proposed Reorganisation.

the new structure based on subsidiaries will give the Group a modern organisational format that aligns
it to its global peers.

managed with 10 regional offices in 9 cities and an extensive network of 565 service points across
Turkey, the customer relations focus of the Group is viewed by its customers as one of the core values
of the brand in Turkey. After sales service for the Turkish market needs to be managed in a different
4


organisational context. After the Proposed Reorganisation, the Newco after sales network will directly
report to the Issuer, as do the other sales subsidiaries in the current structure. This is expected to
increase the quality and efficiency of the after sales service and ensure a more manageable and
measurable structure.

in the Turkish market, sales are often structured using instalment payments spread over up to 12
months, resulting in higher levels of receivables and greater working capital requirements than in other
markets. After the Proposed Reorganisation, the Turkish business is expected to have ability to run a
leaner working capital management, which will contribute to the profitability of the Group, largely due
to a focused and dedicated management of receivables and inventory.

operational profitability and efficiency are expected to increase in terms of sales and marketing
reorganisation after the new structure has been launched. Focus on the specific Turkish business
model, quicker decision making processes, combined with focused organisation, will enable Newco
and the Group to benefit from sales opportunities and respond to customer needs and feedback more
efficiently in Turkey.
Newco financial information
The unaudited pro forma statement of net assets set out below has been prepared in accordance with generally
accepted accounting principles in Turkey to illustrate the pro forma unaudited statement of net assets of
Newco as if the Proposed Reorganisation had taken place on 30 June 2016. The pro forma unaudited
statement of net assets of Newco has been prepared for illustrative purposes only and, because of its nature,
addresses a hypothetical situation and therefore does not represent Newco's actual financial position or
results. The pro forma unaudited statement of net set assets of Newco is compiled on the basis set out below
from the published convenience translation of the Group's unaudited condensed interim consolidated financial
statements for the six months ended 30 June 2016 and the accounting records of the Group.
30 June 2016 (K TL)
Historical
Adjustment
Subsidiaries
Pro forma
and
Arçelik
Arçelik Group
consolidation
Arçelik
Pazarlama
Unaudited pro forma statement of net assets
Consolidated(1)
adjustments(2)
stand alone(3)
Arcelik(4)
A..
Current assets:
Cash and cash equivalents....................................................
2,467,275
1,618,841
848,434
539,212
309,222
Trade receivables
-Due from related parties..................................................
31,550
(1,396,518)
1,428,068
1,428,068
--
-Trade receivables, third parties .......................................
4,995,907
1,347,700
3,648,207
3,594,622
53,585
Inventories............................................................................
2,311,029
930,879
1,380,150
964,601
415,549
Prepaid expenses ................................................................
111,404
12,845
98,559
87,830
10,729
Other current assets ..............................................................
200,165
91,577
108,588
87,240
21,348
Total current assets ............................................................
10,117,330
2,605,324
7,512,006
6,701,573
810,433
Non-current assets:
Associates.............................................................................
208,643
(1,521,953)
1,730,596
2,463,618
--
Property, plant and equipment .............................................
2,131,098
785,444
1,345,654
1,242,077
103,577
Intangible assets ................................................................
1,204,655
575,855
628,800
579,031
49,769
Other non-current assets.......................................................
413,778
98,097
315,681
316,378
--
Total non-current assets ....................................................
3,958,174
(62,557)
4,020,731
4,601,104
153,346
Total assets ..........................................................................
14,075,504
2,542,767
11,532,737
11,302,677
963,779
5


30 June 2016 (K TL)
Historical
Adjustment
Subsidiaries
Pro forma
and
Arçelik
Arçelik Group
consolidation
Arçelik
Pazarlama
Unaudited pro forma statement of net assets
Consolidated(1)
adjustments(2)
stand alone(3)
Arcelik(4)
A..
Current liabilities:
Financial liabilities ..............................................................
2,078,096
480,438
1,597,658
1,597,658
--
Trade payables
-Due to related parties.......................................................
394,635
(109,715)
504,350
504,350
--
-Trade payables, third parties ...........................................
2,011,360
705,837
1,305,523
1,135,326
170,197
Employee benefit obligations...............................................
183,047
45,738
137,309
125,979
11,330
Other payables
-Due to related parties.......................................................
13,513
332
13,181
13,181
--
-Other payables, third parties............................................
147,373
105,885
41,488
39,951
1,537
Provisions
-Other provisions ..............................................................
378,411
143,666
234,745
229,207
5,538
Other current liabilities.........................................................
333,104
193,403
139,701
134,509
5,192
Total current liabilities ......................................................
5,539,539
1,565,584
3,973,955
3,780,161
193,794
Non-current liabilities
Financial liabilities ..............................................................
3,077,735
469
3,077,266
3,077,266
--
Provisions
-Provision for employee benefits......................................
203,865
7,939
195,926
159,660
36,266
-Other provisions ..............................................................
133,694
46,573
87,121
87,121
--
Deferred tax liabilities..........................................................
154,290
154,290
--
--
697
Other non-current liabilities .................................................
83,911
31,668
52,243
52,243
--
Total non-current liabilities...............................................
3,653,495
240,939
3,412,556
3,376,290
36,963
Total liabilities ....................................................................
9,193,034
1,806,523
7,386,511
7,156,451
230,757
Net assets .............................................................................
4,882,470
736,244
4,146,226
4,146,226
733,022
Notes:
(1)
The financial information has been extracted, without material adjustment, from the published convenience translation of the unaudited condensed interim consolidated
financial statements of the Arçelik Group as of 30 June 2016.
(2)
The financial information has been extracted, without material adjustment, from the consolidation working trial balance of Arçelik A.. as of 30 June 2016.
(3)
Arçelik Group consolidated less subsidiaries and consolidation adjustments.
(4)
Adjustment to reflect net assets that would not be transferred to Newco. This information has been derived from the accounting records of Arcelik A.S.
As a result of the Proposed Reorganisation:

approximately 6 per cent. of the total consolidated assets of the Issuer will be transferred to Newco,
comprised principally of cash, trade receivables and inventory.

approximately 3 per cent. of the total consolidated liabilities of the Issuer will be transferred to Newco,
comprised principally of trade payables to third parties and some provisions.

the Issuer will contribute TRY 626,059,040.00 of equity to establish Newco.
None of the Group's financial liabilities will be transferred to Newco. As Newco starts to trade, it will
purchase goods from the Issuer and sell these to third party customers. The Group intends to minimise
6


Newco's working capital requirements by aligning payables to the Issuer and receivables from dealers and
customers as closely as possible in order to minimise the amount of external working capital financing that
Newco may incur from time to time.
The below unaudited EBITDA percentages have been prepared in accordance with generally accepted
accounting principles in Turkey to illustrate the EBITDA represented by the business to be transferred to
Newco as a percentage of the Issuer's EBITDA on a non-consolidated and a consolidated basis. The Group
defines EBITDA as profit for the relevant period before income tax expense, financial income, financial
expense, income from associates (net) and depreciation and amortisation. This has been prepared for
illustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore does not
represent Newco's actual financial position or results.
For the year ended 31 December 2015, the business which the Issuer is to transfer to Newco through the
Proposed Reorganisation represented 18.8 per cent. of the Issuer's EBITDA on a non-consolidated basis and
14.6 per cent. of its EBITDA on a consolidated basis.
Rating agencies
As of the date of the Consent Solicitation Memorandum, the Issuer is rated BB+ by Fitch Ratings and BB+ by
S&P Global. In press releases dated 12 October 2016 by Fitch Ratings and 12 October 2016 by S&P Global,
they confirmed that the Proposed Reorganisation is not expected to result in any change to the current credit
ratings of the Issuer or the Notes.
A credit rating is not a recommendation to buy, sell or hold the Notes and may be revised or withdrawn by the
rating agency at any time.
The Proposal
The Issuer does not consider that the Proposed Reorganisation breaches the terms of the Notes or would result
in an event of default under them when effected. For the reasons set out above, the Proposed Reorganisation is
considered to be beneficial to the Issuer and its stakeholders. It is, however, seeking the agreement of
Noteholders to the inclusion of a new Condition in the Notes confirming that the Proposed Reorganisation
will not cause any such breach or event of default as the Issuer recognises that any dispute with any
Noteholder on this point would incur expense and expend management time. The Issuer is entitled to proceed
with the Proposed Reorganisation in the event that the Extraordinary Resolutions are not passed.
If the Proposal is agreed to by Noteholders, an agreement will have been reached with the Noteholders that no
claim may be asserted, instigated or pursued by any party in connection with the Proposed Reorganisation.
The implementation of the Extraordinary Resolution in respect of one Series of the Notes is not conditional on
the passing and implementation of the Extraordinary Resolution in respect of the other Series of Notes.
Financial Results of the Issuer for the nine months ended 30 September 2016
On or around 24 October 2016 Arçelik will publish its consolidated third quarter results.
Supplemental Agency Agreement
The Proposal will be documented by, and will become effective upon, the execution and delivery of the
Supplemental Agency Agreement, a draft of which is available for inspection by holders, all as more fully set
out under "Documents Available for Inspection" below.
7


Documents Available for Inspection
Holders of the Notes may, at any time during normal business hours on any weekday (Saturdays, Sundays and
bank and other public holidays excepted) from the date of the Consent Solicitation Memorandum up to and
including the date of the Meeting (or any adjourned Meeting) (and, in each case, for 15 minutes prior thereto),
inspect copies of the documents set out below at the office of the Fiscal Agent specified below and at the
registered office of the Issuer:
(a)
the fiscal agency agreement dated 3 April 2013 made between, amongst others, the Issuer and the
Fiscal Agent (the "Agency Agreement");
(b)
the form of the Supplemental Agency Agreement; and
(c)
the Consent Solicitation Memorandum.
Consent Fee
The Issuer will pay to each Beneficial Owner of the Notes (other than where such Beneficial Owner is a
Sanctions Restricted Person) from whom a valid Consent Instruction in favour of the Extraordinary
Resolution is received at or prior to 5:00p.m. (London time) on 27 October 2016 (the "Consent Fee
Deadline") (and not revoked) a Consent Fee of U.S.$5.00 for each U.S.$1,000 in principal amount in respect
of the Notes (the "Consent Fee"). The Consent Fee will be paid as consideration for the Beneficial Owners of
the Notes' agreement to the Extraordinary Resolution and is subject to the Meeting being quorate and validly
held, the Extraordinary Resolution in respect of the Notes being passed and the Supplemental Agency
Agreement being executed. Only Beneficial Owners of the Notes who deliver, or arrange to have delivered on
their behalf, valid Consent Instructions at or prior to the Consent Fee Deadline (and who do not revoke such
Consent Instructions, in the limited circumstances in which revocation is permitted) will be eligible to receive
the Consent Fee.
No Consent Fee shall be payable to any Beneficial Owner to the extent that the Extraordinary Resolution set
out above in respect of the Notes is not duly passed at the Meeting or, as the case may be, adjourned Meeting,
and/or the Supplemental Agency Agreement in respect of the Notes is not executed.
Beneficial Owners of the Notes will not be eligible for the Consent Fee if they (i) appoint a proxy other than
the Tabulation Agent (or its nominee) to attend and vote at the Meeting or are not represented at the relevant
Meeting, (ii) attend the Meeting in person, (iii) submit a Consent Instruction against the Proposal or in favour
of the Proposal but after the Consent Fee Deadline, or do not vote at all, (iv) revoke their Consent Instructions
or unblock their Notes before the Meeting (in the limited circumstances permitted), or (v) are a Sanctions
Restricted Person. The provisions of this paragraph are without prejudice to the right of a Beneficial Owner of
the Notes under the Terms and Conditions, the Meeting Provisions and the Agency Agreement in respect of
the Notes to arrange for the appointment of a proxy to attend and vote at the Meeting entitling them or their
nominee to attend and vote at the Meeting in accordance with the provisions of the Terms and Conditions, the
Meeting Provisions, the Agency Agreement and this Notice.
Following the Meeting (or the adjourned Meeting) being held, the passing of the Extraordinary Resolutions
and the execution of the Supplemental Agency Agreement, Beneficial Owners of the Notes will be notified
through the Clearing Systems of the date on which the Consent Fee will be paid to eligible Beneficial Owners
of the Notes.
Where payable, the Consent Fee shall be paid to each eligible Beneficial Owner's cash account (or the
account through which they hold the Notes) in Euroclear or Clearstream, Luxembourg, as the case may be
(except for the Notes held through DTC, the "2023 USD DTC Notes"), or into the account specified in the
Form of Sub-Proxy (in respect of the 2023 USD DTC Notes), in either case, by no later than the fifth Business
8


Day following (i) the announcement of the results of the Meeting; (ii) the Extraordinary Resolution in respect
of the Notes being passed; and (iii) the Supplemental Agency Agreement being executed.
In respect of the Notes (except for the 2023 USD DTC Notes), each relevant Direct Participant must look
solely to Euroclear or Clearstream, Luxembourg, as the case may be (or, in the case of Beneficial Owners of
the Notes that are not Direct Participants, the Direct Participant or other intermediary through which they hold
their Notes) for its share of the aggregate payments made by the Issuer to Euroclear and Clearstream,
Luxembourg, respectively, in respect of the Consent Fee. Under no circumstances will any interest be payable
because of any delay by Euroclear or Clearstream, Luxembourg, or any other party in the transmission of
funds to Beneficial Owners of the Notes.
In respect of the 2023 USD DTC Notes, each relevant Beneficial Owner of Notes must look solely to the DTC
Direct Participant or other intermediary through which they hold their 2023 USD DTC Notes for its share of
the aggregate payments made by the Issuer to the relevant DTC Participant, in respect of the Consent Fee.
Under no circumstances will any interest be payable because of any delay by the relevant DTC Participant or
any other party in the transmission of funds to Beneficial Owners of the Notes.
General
The attention of Beneficial Owners of the Notes is particularly drawn to the quorum required for the Meeting
and for an adjourned Meeting which is set out in "Voting and Quorum" below. Having regard to such
requirements, Beneficial Owners of the Notes are strongly urged either to submit valid Consent Instructions in
accordance with the Consent Solicitation Memorandum, the Terms and Conditions, the Meeting Provisions
and the Agency Agreement or to attend or to take steps to be duly represented at the Meeting, as referred to
below, as soon as possible.
In accordance with normal practice, neither the Solicitation Agent nor the Tabulation Agent expresses
any view as to the merits of the Proposal or the Extraordinary Resolution. Neither the Solicitation
Agent nor the Tabulation Agent has been involved in negotiating the Proposal or the Extraordinary
Resolution or makes any representation that all relevant information has been disclosed to the
Beneficial Owners of the Notes in or pursuant to the Consent Solicitation Memorandum and the Notice
of Meeting. Furthermore, neither the Solicitation Agent nor the Tabulation Agent makes any
assessment of the impact of the Proposal presented to Beneficial Owners of the Notes in the Consent
Solicitation Memorandum on the interests of the Beneficial Owners of the Notes or makes any
recommendations on the Consent Solicitation relating to the Notes or whether agreement to the
Proposal should be made. Accordingly, Beneficial Owners of the Notes who are unsure of the impact of
the Proposal and the Extraordinary Resolution should seek their own financial, legal and tax advice.
Beneficial Owners of the Notes wishing to attend in person have the right to attend in accordance with the
provisions set out in the Consent Solicitation Memorandum and the Meeting Provisions.
Euroclear/Clearstream Direct Participants, by submission of Electronic Voting Instructions, authorise such
Clearing System to disclose their identity to the Issuer, Citigroup Global Markets Limited (the "Solicitation
Agent"), the Fiscal Agent, the Tabulation Agent and the Registrar (and their respective legal advisers).
Only Direct Participants may submit or deliver Electronic Voting Instructions or a Form of Sub-Proxy (as
applicable). Noteholders whose Notes are held on their behalf by a broker, dealer, commercial bank,
custodian, trust company or accountholder must contact and request such broker, dealer, commercial bank,
custodian, trust company or accountholder to effect the relevant Electronic Voting Instructions or a Form of
Sub-Proxy (as applicable) on their behalf sufficiently in advance of 5:00p.m. (London time) on 1 November
2016 (the "Voting Deadline") (or sufficiently in advance of the Consent Fee Deadline in order to be eligible
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for the Consent Fee) in order for such Electronic Voting Instructions or Form of Sub-Proxy (as applicable) to
be delivered in accordance with any deadlines as described in the Consent Solicitation Memorandum.
If Electronic Voting Instructions or Forms of Sub-Proxy (as applicable) are not received from or on behalf of a
Noteholder in accordance with the voting instructions set out herein (and such Noteholder does not otherwise
make arrangements to vote at the Meeting or to attend in person by appointing a proxy also in advance of the
Voting Deadline), such Noteholder will be deemed to have declined to vote in respect of the Extraordinary
Resolution.
Voting and Quorum
The provisions governing the convening and holding of the Meeting are set out in Schedule 4 (Provisions for
Meetings of Noteholders) of the Agency Agreement, a copy of which is available for inspection as referred to
above. A Beneficial Owner of the Notes who has delivered or procured the delivery of a Consent Instruction
(as defined in the Consent Solicitation Memorandum) need take no further action.
(A) For Notes held through Euroclear or Clearstream, Luxembourg
This paragraph (A) only applies to Notes held through Euroclear or Clearstream, Luxembourg
IMPORTANT: The Notes (except for the 2023 USD DTC Notes) are currently represented by a global
certificate registered in the name of a nominee of Citibank Europe plc as common depositary (the
"Common Depositary") of Euroclear Bank, SA/NV ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems" and
each a "Clearing System"). Only persons shown in the records of Euroclear, Clearstream, Luxembourg
or their respective account holders as a holder of the Notes ("Euroclear/Clearstream Direct
Participants") may deliver Consent Instructions or be issued with a form of proxy or otherwise give
voting instructions in accordance with the procedures described below.
(1)
A Euroclear/Clearstream Direct Participant may by an instrument in writing in the English
language (a "Form of Proxy") in the form available from the specified office of the Fiscal Agent
specified below signed by such Euroclear/Clearstream Direct Participant or, in the case of a
corporation, executed under its common seal or signed on its behalf by its attorney or by its duly
authorised officer and delivered to the Fiscal Agent not less than 48 hours before the time fixed
for the Meeting (or an adjourned Meeting), appoint any person (a "proxy") to act on his or its
behalf in connection with the Meeting (or an adjourned Meeting).
(2)
A proxy so appointed shall so long as such appointment remains in force be deemed, for all
purposes in connection with the Meeting, to be the holder of the Notes to which such
appointment relates.
(3)
Any Euroclear/Clearstream Direct Participant which is a corporation may by delivering to the
Fiscal Agent not later than 48 hours before the time fixed for the Meeting (or an adjourned
Meeting) a resolution of its directors or other governing body authorise any person to act as its
representative (a "representative") in connection with the Meeting (or an adjourned Meeting).
(4)
Beneficial Owners or their Euroclear/Clearstream Direct Participants must have made
arrangements to vote with the relevant Clearing System by not later than 48 hours before the time
fixed for the Meeting (or an adjourned Meeting) and within the relevant time limit specified by
the relevant Clearing System (who may set a significantly earlier deadline) and request or make
arrangements for the relevant Clearing System to block the Notes in the relevant
Euroclear/Clearstream Direct Participant's account and to hold the same to the order or under the
control of the Fiscal Agent.
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Document Outline