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SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

SCHEDULE 6

SCHEDULE 7

SCHEDULE 8

SCHEDULE 9

SCHEDULE 10

SCHEDULE 11

SCHEDULE 12

SCHEDULE 13

ARDUTCH B.V., a company incorporated in the Netherlands with registered number 34166639 and having its registered office at Nieuwe Herengracht 119, 1011SB Amsterdam, Netherlands (“Ardutch”);

ARÇELIK A.Ş. a company incorporated in Turkey with registered number 54957 and having its registered office at Sütlüce Karaağaç Caddesi No: 2/6 Beyoğlu 34445 Istanbul, Turkey (the “Ardutch Guarantor”);

WHIRLPOOL EMEA HOLDINGS LLC, a Delaware limited liablility company with registered number 722986 having its principal place of business at 2000 M-63 N, Benton Harbor, MI 49022 (“Whirlpool” and together with Ardutch, the “Sellers”);

WHIRLPOOL CORPORATION a Delaware corporation with registered number 491117 having its principal place of business at 2000 M-63 N, Benton Harbor, MI 49022 (the “Whirlpool Guarantor” and together with the Ardutch Guarantor, the “Guarantors”); and

BEKO EUROPE B.V., a company incorporated in the Netherlands with registered number 88850528 and having its registered office at Nieuwe Herengracht 119, 1011SB Amsterdam, Netherlands (the “Buyer”).

Ardutch wishes to contribute, directly or indirectly, or procure the direct or indirect contribution of, the entire issued share capital of each member of the Ardutch Europe Group (or, in the case of Arctic S.A., the shares held by Ardutch in Arctic S.A.) to the Buyer pursuant to the Ardutch Carve-Out and Whirlpool wishes to contribute or procure the contribution of the entire issued share capital of Whirlpool Europe (and, therefore, the indirect contribution of the entire issued share capital of each other member of the Whirlpool Europe Group) to the Buyer, in each case, on the terms and subject to the conditions of this Agreement.

The Buyer wishes to accept the direct or indirect contribution of the entire issued share capital of each member of the Ardutch Europe Group (or, in the case of Arctic S.A., the shares held by Ardutch in Arctic S.A.) pursuant to the Ardutch Carve-Out, following which Ardutch will continue to hold the entire issued share capital of the Buyer, and the subsequent contribution of the Whirlpool Europe Shares by Whirlpool to the Buyer in consideration for the issue of the Whirlpool Buyer Shares (and, therefore, the indirect contribution of the entire issued share capital of each other member of the Whirlpool Europe Group) at Completion, in each case on the terms and subject to the conditions of this Agreement.

The Ardutch Guarantor, with respect to Ardutch, and the Whirlpool Guarantor, with respect to Whirlpool, is a party to this Agreement for the purpose of entering into the guarantee and indemnity set out in Clause 17.

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires:

the consolidated carve-out balance sheet and related profit and loss account for the full year ended 31 December 2020 in respect of the Ardutch Europe Group as set out at Appendix 3;

the consolidated carve-out balance sheet and related profit and loss account for the full year ended 31 December 2021 in respect of the Ardutch Europe Group as set out at Appendix 3; and

the consolidated carve-out balance sheet and related profit and loss account for the nine months ended 30 September 2022 in respect of the Ardutch Europe Group as set out at Appendix 3.

the Ardutch Accounts include balance sheet and income statement, but do not include a Statement of Cash Flows, a Statement of Owner’s Equity or financial footnotes for any of the periods listed above;

the Ardutch Group provides services to a variety of affiliates and divisions on a corporate-wide basis including Ardutch Europe Group. These services are charged and reflected in the profit and loss accounts of Ardutch Europe Group. Certain charges are based on an internal allocation methodology, which may not accurately represent the true operating costs of Ardutch Europe Group;

the Ardutch Accounts reflect certain intercompany transactions, including but not limited to: (A) purchases and sales of goods and services in the ordinary course of business; (B) cash pooling arrangements; and (C) other financing arrangements, that reflect Ardutch Group policy;

pro forma transfer pricing adjustment is applied on the Ardutch Accounts, which has an impact on COGS and relevant working capital figures, in accordance with the deal parameters;

the Ardutch Accounts may not include adjustments that result from the application of a Ardutch Group specific materiality threshold, which are otherwise not material to the consolidated financial statements of Ardutch Group;

the Ardutch Accounts do not include adjustments that may result from the requirement to re-assess the determination of the unit of account (i.e., reporting units) at which goodwill or indefinite lived intangible assets is tested for impairment for carve-out financial statement purposes; and

the Ardutch Accounts include non-IFRS adjustments by management to align with the Ardutch Group’s assessment of the business in a given period. In connection with this assessment, it may exclude matters that normally would be reflected in the financial operations under IFRS;

in respect of Direct Expenses, where the expenditure incurred by a Ardutch Europe Group Company exceeded EUR 5 million in the financial year ended 31 December 2021;

in respect of Indirect Expenses, where the expenditure incurred by a Ardutch Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021;

in respect to the Finished Product Sourcing Spend, where the expenditure incurred by a Ardutch Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021;

in respect to GIS Spend, where the expenditure incurred by a Ardutch Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021; and

in respect of Trade Partners, where the revenue earned by a Ardutch Europe Group Company exceeded EUR 22 million in the financial year ended 31 December 2021;

(i) any lawsuit, action, suit, claim or other proceeding (whether at law or in equity) or any order, judgement, award or other relief of any kind by any court, arbitral tribunal or other Authority against any Buyer Group Company to the extent relating to, or arising out of or in connection with any Ardutch Pre-Completion Product; (ii) any recall, warranty repair/rework (including free-of-charge repairs), replacement or refund programme involving a Ardutch Pre-Completion Product; or (iii) any failure of a Ardutch Pre-Completion Product to comply in all material respects with applicable consumer product safety Laws in force at Completion in the Relevant Territories; and

(i) any lawsuit, action, suit, claim or other proceeding (whether at law or in equity) or any order, judgement, award or other relief of any kind by any court, arbitral tribunal or other Authority against any Buyer Group Company to the extent relating to, or arising out of or in connection with any Ardutch Post-Completion Product; (ii) any recall, warranty repair/rework (including free-of-charge repairs), replacement or refund programme involving a Ardutch Post-Completion Product; or (iii) any failure of a Ardutch Post-Completion Product to comply in all material respects with applicable consumer product safety Laws in force at Completion in the Relevant Territories, in each case in (i) to (iii) above as a direct result of a flaw in a design which was utilised by a Ardutch Europe Group Company or any other member of the Ardutch Group in connection with the Ardutch Europe Business, in each case as at Completion;

in respect of Ardutch, the indemnity in paragraph 3.1 of Schedule 3; and

in respect of Whirlpool, the indemnity in paragraph 2.1 of Schedule 3;

owning or controlling (directly or indirectly) more than 50% of the voting share capital of the relevant undertaking;

being able to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant undertaking on all, or substantially all, matters;

having the right to appoint or remove directors of the relevant undertaking holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or

having the power to determine the conduct of business affairs of an undertaking (whether through ownership of equity interest, partnership or other ownership interests, by contract or otherwise);

in accordance with the accounting principles, specific policies, bases, methods, practise, categorisations, definitions, procedures and techniques applied in the relevant Accounts dated 31 December 2021;

excluding any of the following items without double counting (and so that, to the extent any of the following have been charged, expensed or deducted in computing such net income they shall be added back and to the extent any of the following have been included therein they shall be deducted):

interest expense (net), including any charges paid or payable for interest payable and similar charges (including any charges in respect of the incurrence of debt or with respect to the amortization of capitalized debt issuance costs); any charges or interest resulting from finance or capital leases or other purchase arrangements; any interest income resulting from bank deposits or other financial investments;

income tax expense/(benefit) including charges paid, due or accrued for income or corporation taxes and deferred tax or deducting any credits for income or corporation taxes and deferred tax;

depreciation and amortization of long-term assets including any charges for depreciation and amortization including accelerated depreciation expense; and

(A) plus or minus the adjustments (for the value as illustrated) identified through the applicable Group’s EBITDA adjustments analysis for the nine (9) month period ended September 30, 2022, as presented on Schedule 13; and (B) for the three-month period ended December 31, 2022 the adjustments as described for the applicable Group on Schedule 13.

each matter listed under the tab titled “AppealsLitigation” in the Whirlpool Data Room at document 14.10.9 (entitled “Overview tax audits past 5 years”); and

any other Tax disputes, enquiries, investigations or audits by a Tax Authority to which a Whirlpool Europe Group Company is or becomes party or subject in Slovakia, Belgium and/or Italy arising out of or in connection with such matters or which are of the same or substantially the same nature as any matter referred to in paragraph (a) above in respect of a period or part-period falling prior to Completion, including, for the avoidance of doubt, the matter listed in row 18 (relating to Whirlpool Slovakia) under the tab titled “Last 5 years of audits” in the Whirlpool Data Room at document 14.10.9 (entitled “Overview tax audits past 5 years”);

in respect of the guarantee from the Ardutch Guarantor: (i) all of Ardutch’s obligations; (ii) all of the Buyer’s obligations arising in respect of the period before or at Completion under Clauses 3.2, 4.2, 5.12, 8, 16, 22, paragraph 2 of Schedule 2 and, in the event that this Agreement terminates or is terminated prior to Completion, the Surviving Provisions; and (iii) the Buyer’s obligations under or in respect of Clauses 2.13, 2.14, 10, 13, 17.1 and 21, in each case under or in respect of this Agreement; and

in respect of the guarantee from the Whirlpool Guarantor, all of Whirlpool’s obligations under or in respect of this Agreement;

in the case of Ardutch, a Ardutch Europe Group Company or Buyer Group Company on the one hand to a Ardutch Group Company (other than a Ardutch Europe Group Company or a Buyer Group Company) or Koç Holding or its Affiliates (other than a Buyer Group Company) on the other hand; and

in the case of Whirlpool, a Whirlpool Europe Group Company on the one hand to a Whirlpool Retained Group Company on the other hand,

in the case of Ardutch, a Ardutch Group Company (other than a Ardutch Europe Group Company or a Buyer Group Company) or Koç Holding or its Affiliates (other than a Buyer Group Company) on the one hand to a Ardutch Europe Group Company or Buyer Group Company on the other hand; and

in the case of Whirlpool, a Whirlpool Retained Group Company on the one hand to a Whirlpool Europe Group Company on the other hand, in each case excluding any Intra-Group Trading Amount;

in the case of the Ardutch Europe Group, the product of 0.7 multiplied by an amount equal to the Net PP&E for the Ardutch Europe Group in the Ardutch Europe FY22 Financials; and

in the case of the Whirlpool Europe Group, the product of 0.7 multiplied by an amount equal to the Net PP&E for the Whirlpool Europe Group in the Whirlpool Europe FY22 Financials,

any matters or events generally affecting businesses engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe except to the extent that such matter(s) or event(s) disproportionately affect the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) relative to other companies engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe;

changes or conditions affecting the global economy or changes in financial markets, interest rates, exchange rates, commodity prices or other general economic conditions;

acts of war or terrorism;

anything arising as a result of an action taken by a trade union, works council, staff association or other body representing employees; or

changes to applicable Laws or accounting practices except to the extent that any such change: (A) disproportionately affects the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) relative to other companies engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe; or (B) requires or otherwise results in the nationalisation, expropriation or seizure by any Authority (howsoever effected) of any asset of the Ardutch Europe Group or the Whirlpool Europe Group (as applicable);

in the case of the Ardutch Europe Group, equal to or less than the product of 0.9 multiplied by an amount equal to the Net PP&E for the Ardutch Europe Group in the Ardutch Europe FY22 Financials, but equal to or more than the product of 0.7 multiplied by an amount equal to the Net PP&E for the Ardutch Europe Group in the Ardutch Europe FY22 Financials; and

in the case of the Whirlpool Europe Group, equal to or less than the product of 0.9 multiplied by an amount equal to the Net PP&E for the Whirlpool Europe Group in the Whirlpool Europe FY22 Accounts, but equal to or more than the product of 0.7 multiplied by an amount equal to the Net PP&E for the Whirlpool Europe Group in the Whirlpool Europe FY22 Financials,

any matters or events generally affecting businesses engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe except to the extent that such matter(s) or event(s) disproportionately affect the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) relative to other companies engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe;

changes or conditions affecting the global economy or changes in financial markets, interest rates, exchange rates, commodity prices or other general economic conditions;

acts of war or terrorism;

anything arising as a result of an action taken by a trade union, works council, staff association or other body representing employees; or

changes to applicable Laws or accounting practices except to the extent that any such change: (A) disproportionately affects the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) relative to other companies engaged in the design, manufacture, production, marketing, provision of after-sales services and sale of any MDA and SDA products in Europe; or (B) requires or otherwise results in the nationalisation, expropriation or seizure by any Authority (howsoever effected) of any asset of the Ardutch Europe Group or the Whirlpool Europe Group (as applicable);

the aggregate amount of unrestricted cash, cash equivalents, and marketable securities (in each case with original maturities of three months or less) for Ardutch Europe Group or Whirlpool Europe Group, as applicable, as of immediately prior to Completion, provided that this clause (a) shall be determined: (i) net of all checks written by the applicable Group, but not cleared; and (ii) including any deposits in transit and the amount of any cash and checks previously received by the applicable Group or their respective banks, whether or not cleared, minus,

the aggregate amount (including the current and long-term portions thereof) of the principle, interest, penalties, fees, expenses, and early termination fees relating to: (i) all indebtedness for borrowed money; (ii) indebtedness evidenced by any note, debenture, or other debt instrument or debt security, including any bank overdraft positions; and (iii) obligations under any performance bond or letter of credit (to the extent drawn), in each case as of immediately prior to the Completion, minus,

the amount of any Intra-Group Payable as of immediately prior to Closing net of the amount of any Intra-Group Receivable actually received in cash prior to the finalization of the Closing Adjustments;

any employee contract dealt with in Clauses 13.5 to 13.10 (inclusive);

any Whirlpool Exclusive Contract and/or any Whirlpool Shared Contract to which the final paragraph of paragraph 5.3 and/or paragraph 5.7 of Part A Schedule 4 applies;

any Ardutch Exclusive Contract to which to which paragraph 7.7 of Part B Schedule 4 applies; and

any Ardutch Shared Contract to which paragraphs 7.4 of Part B Schedule 4 applies;

any loss, relief, allowance or credit, in respect of any Tax and any deduction in computing income, profits or gains for the purposes of any Tax; or

any right to a refund or repayment of Tax, or to a payment from a Tax Authority in respect of Tax,

in relation to the Buyer, any member of the Buyer Group and their respective directors, officers, employees, agents, consultants, advisers, auditors and accountants; and

in relation to any other person, its Affiliates and its and their respective directors, officers, employees, agents, consultants, advisers, auditors and accountants;

in respect of the Whirlpool Shareholder and the Whirlpool Group any business which is in direct or potential competition with:

any part of the Whirlpool Europe Business; or

any part of the Ardutch Europe Business (excluding SDA), provided that if the entire Ardutch Europe Business has not been transferred to the Buyer in accordance with the Ardutch Carve-Out Principles, for the purposes of this limb (ii), the Ardutch Europe Business shall mean only the part of the Ardutch Europe Business which has been so transferred; and

in respect of the Ardutch Shareholder and the Ardutch Group:

any business which is in direct or potential competition with any part of the business of the Ardutch Europe Business; or

any part of the Whirlpool Europe Business, provided that if the entire Whirlpool Europe Business has not been transferred to the Buyer in accordance with the Whirlpool Carve-Out Principles, for the purposes of this limb (ii), the Whirlpool Europe Business shall mean only the part of the Whirlpool Europe Business which has been so transferred;

listed in any Sanctions-related list of designated persons or entities, maintained by the U.S. government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, and the U.S. Department of State), the United Nations Security Council, the European Union, any member state of the European Union, or the United Kingdom;

that is, or is part of, a government of a Sanctioned Territory;

that is located, organised or residing in any Sanctioned Territory; or

50% or more directly or indirectly owned or controlled by any of the foregoing, or acting for or on behalf of any of the foregoing;

taxes on gross or net income, profits and gains; and

all other taxes, levies, duties, imposts, charges and withholdings of any fiscal nature, including any excise, property, value added, sales, use, stamp, occupation, transfer, franchise or payroll taxes and any social security or social fund contributions,

against Whirlpool in respect of a Carve-Out Tax Liability as defined in Schedule 8; and

against Ardutch in respect of a Carve-Out Tax Liability as defined in Schedule 9;

to a third party by any Group Company in respect of any obligation of any Seller or any other member of its Seller Group; or

to a third party by any Seller or a member of its Seller Group in respect of any obligation of any Group Company,

any value added tax imposed by the United Kingdom Value Added Tax Act 1994;

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere;

the consolidated carve-out balance sheet and related profit and loss account for the full year ended 31 December 2020 in respect of the Whirlpool Europe Group as set out at Appendix 4;

the consolidated carve-out balance sheet and related profit and loss account for the full year ended 31 December 2021 in respect of the Whirlpool Europe Group as set out at Appendix 4; and

the consolidated carve-out balance sheet and related profit and loss account for the nine months ended 30 September 2022 in respect of the Whirlpool Europe Group as set out at Appendix 4;

the Whirlpool Accounts do not include a Statement of Cash Flows, a Statement of Owner’s Equity or financial footnotes for any of the periods listed above;

the Whirlpool Corporation Group provides services to a variety of affiliates and divisions on a corporate-wide basis including Whirlpool Europe Group. These services are charged and reflected in the profit and loss accounts of Whirlpool Europe Group. Certain charges are based on an internal allocation methodology, which may not accurately represent the true operating costs of Whirlpool Europe Group;

the Whirlpool Accounts may not include all reclassification adjustments of items on the balance sheet or income statement (i.e., adjustments that have no net impact on stockholders’ equity (net parent investment) or net earnings, respectively. Reclassification adjustments which are otherwise not material to the consolidated financial statements of Whirlpool Corporation Group may not be reflected in the Whirlpool Accounts;

the Whirlpool Accounts reflect certain intercompany transactions, including but not limited to: (A) purchases and sales of goods and services in the ordinary course of business; (B) cash pooling arrangements; and (C) other financing arrangements, that reflect Whirlpool Corporation Group policy. In addition, the Whirlpool Accounts reflect intercompany balances, which may be reclassified to shareholders’ equity (net parent investment) for carve-out financial statement purposes. Intercompany amounts have not been adjusted, modified or removed for GAAP carve-out purposes;

the Whirlpool Accounts do not include adjustments that may result from the requirement to re-assess the determination of the unit of account (i.e., reporting units) at which goodwill or indefinite lived intangible assets is tested for impairment for carve-out financial statement purposes;

income tax assumptions and balances, including assets, liabilities and expenses are recorded for purposes of the Whirlpool Corporation Group consolidated financial statements. No adjustments have been made to tax balances in the Whirlpool Accounts and the Whirlpool Accounts are not indicative of the tax balances that would be reflected for GAAP purposes. Likewise, the Whirlpool Accounts do not include adjustments resulting from the requirement to account for income taxes by the “separate return method” for carve-out financial statement purposes;

the Whirlpool Accounts may not include adjustments that result from the application of a Whirlpool Europe Group specific materiality threshold, which are otherwise not material to the consolidated financial statements of Whirlpool Corporation Group; and

the Whirlpool Accounts include non-GAAP adjustments by management to align with the Whirlpool Corporation Group’s segment reporting and assessment of the business in a given period. In connection with this assessment, it may exclude matters that normally would be reflected in the financial operations under GAAP;

the removal of certain assets, liabilities and expense balances booked between the legal entity close and consolidated close for legal entities that are outside the Whirlpool Perimeter; and

the removal of certain indirect costs pertaining to brands that are outside of the Whirlpool Perimeter;

the removal of assets, liabilities, revenues and expenses for Whirlpool’ MENA operations that are outside the Whirlpool Perimeter;

premises at Siena, Viale Toselli n. 7/9, Italy, which are occupied by Whirlpool EMEA S.p.A. pursuant to a lease dated 6 August 2020;

premises at ul. Merloniego 4, Radomsko, Poland, which are occupied by Whirlpool Company Polska Sp.zo.o pursuant to a lease dated 9 November 2021; and

premises at ul. Dabrowskiego 216-234, Lodz, Poland, which are occupied by Whirlpool Company Polska Sp.zo.o pursuant to a lease dated 16 May 2013;

in respect of Direct Expenses, where the expenditure incurred by a Whirlpool Europe Group Company exceeded EUR 5 million in the financial year ended 31 December 2021;

in respect of Indirect Expenses, where the expenditure incurred by a Whirlpool Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021;

in respect of the Finished Product Sourcing Spend, where the expenditure incurred by a Whirlpool Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021;

in respect of GIS Spend, where the expenditure incurred by a Whirlpool Europe Group Company exceeded EUR 3 million in the financial year ended 31 December 2021; and

in respect of Trade Partners, where the revenue earned by a Whirlpool Europe Group Company exceeded EUR 22 million in the financial year ended 31 December 2021;

(i) any lawsuit, action, suit, claim or other proceeding (whether at law or in equity) or any order, judgement, award or other relief of any kind by any court, arbitral tribunal or other Authority against any Buyer Group Company to the extent relating to, or arising out of or in connection with any Whirlpool Pre-Completion Product; (ii) any recall, warranty repair/rework (including free-of-charge repairs), replacement or refund programme involving a Whirlpool Pre-Completion Product; or (iii) any failure of a Whirlpool Pre-Completion Product to comply in all material respects with applicable consumer product safety Laws in force at Completion in the Relevant Territories; and

(i) any lawsuit, action, suit, claim or other proceeding (whether at law or in equity) or any order, judgement, award or other relief of any kind by any court, arbitral tribunal or other Authority against any Buyer Group Company to the extent relating to, or arising out of or in connection with any Whirlpool Post-Completion Product; (ii) any recall, warranty repair/rework (including free-of-charge repairs), replacement or refund programme involving a Whirlpool Post-Completion Product; or (iii) any failure of a Whirlpool Post-Completion Product to comply in all material respects with applicable consumer product safety Laws in force at Completion in the Relevant Territories, in each case in (i) to (iii) above as a direct result of a flaw in a design which was utilised by a Whirlpool Europe Group Company or any other member of the Whirlpool Group in connection with the Whirlpool Europe Business, in each case as at Completion;

In this Agreement, unless the context otherwise requires:

“undertaking” and “group undertaking” shall be construed in accordance with section 1161 of the Companies Act 2006, “holding company” and “subsidiary” shall be construed in accordance with section 1159 of the Companies Act 2006 and “subsidiary undertaking” and “parent undertaking” shall be construed in accordance with section 1162 of the Companies Act 2006;

every reference to a particular Law shall be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Completion provided that, as between the parties, no such amendment or modification after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

references to clauses and schedules are references to Clauses of and Schedules to this Agreement, references to paragraphs are references to paragraphs of the Schedule in which the reference appears and references to this Agreement include the Schedules;

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

references to a “party” means a party to this Agreement and includes its successors in title, personal representatives and permitted assigns;

references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

references to the phrase “to the extent that” are a matter of degree and are not synonymous with “if”;

references to “euro”, “EUR” or “€” are references to the lawful currency from time to time of the participating member states of the European Monetary Union;

for the purposes of applying a reference to a monetary sum expressed in euro, an amount in a different currency shall be deemed to be an amount in euro translated at the Exchange Rate at the relevant date;

references to times of the day are to London time unless otherwise stated;

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English or Dutch statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction;

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;

the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes”, “including” and “in particular” (or any similar expression) shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

where this Agreement requires any party to reimburse or indemnify another party for any cost, expense or liability, references to such “costs”, “expenses” and/or “liabilities” (or similar phrases or expressions) incurred by a person shall not include any amount in respect of VAT other than Irrecoverable VAT; and

any reference in any Tax Warranty to “material” shall, insofar as it relates to anything capable of being quantified in monetary terms other than a tax-geared penalty, surcharge, fine or other similar payment (including but not limited to an amount of Tax), be construed as referring to an amount equal to or in excess of EUR 100,000 and otherwise any qualification by reference to materiality other than in the context of a tax-geared penalty, surcharge, fine or other similar payment (including the phrase “in all material respects”) shall be construed as excluding from the scope of the relevant Tax Warranty any matter which, if the Tax Warranty were to apply in respect of such matter and such matter were to constitute a breach of such Tax Warranty, would result in a Loss of less than EUR 100,000.

The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

Each of the schedules to this Agreement shall form part of this Agreement.

References to a document (including this Agreement) include such document as amended or varied in accordance with its terms.

Where it is necessary to determine whether a monetary limit or threshold referred to in Schedule 7 has been reached or exceeded and the value of the Claim is expressed in a currency other than euro, the value of that Claim shall be translated into euro at the Exchange Rate on the date of receipt by the relevant Seller of written notification from the Notifying Party in accordance with paragraph 2 of Schedule 7 of the existence of such claim.

CALCULATION OF SHARE PROPORTIONS

The parties acknowledge that the Initial Whirlpool Share Proportion and the Initial Ardutch Share Proportion have been calculated on the basis set out in Schedule 12.

As soon as reasonably practicable after the date of this Agreement and in any event on or before 31 March 2023:

Ardutch shall engage Deloitte to provide a similar level of advisory support services as used in connection with Ardutch’s preparation of the Accounts and Ardutch shall deliver a draft of the Ardutch Europe FY22 Financials (the “Draft Ardutch Europe FY22 Financials”) to Whirlpool; and

Whirlpool shall engage PwC to provide a similar level of advisory support services as used in connection with Whirlpool’s preparation of the Accounts and Whirlpool shall deliver a draft of the Whirlpool Europe FY22 Financials (the “Draft Whirlpool Europe FY22 Financials” and, together with the Draft Ardutch Europe FY22 Financials, the “Draft FY22 Financials”) to Ardutch.

Paragraphs 1.2 and 1.4 of Schedule 10 shall apply mutatis mutandis to the Draft FY22 Financials with references to “Draft Closing Adjustments Statement” being deemed to be references to “Draft FY22 Financials”.

If Ardutch or Whirlpool disagrees with the Draft Whirlpool Europe FY22 Financials or the Draft Ardutch Europe FY22 Financials (respectively), it must within 20 Business Days of delivery to it of the relevant Draft FY22 Financials give notice to the other Seller of this, stating the reasons for the disagreement in reasonable detail and specifically identifying each disputed item and amount (a “FY22 Financials Disagreement Notice”). Except for any item specifically set out in the relevant FY22 Disagreement Notice (a “FY22 Financials Disputed Item”) and any item in the relevant FY22 Draft Financials that is subject to change as a result of any FY22 Financials Disputed Item being agreed or determined in accordance with Clause 2.5, the relevant Draft FY22 Financials shall be final and binding on the parties for all purposes following receipt by the relevant Seller of the relevant FY22 Financials Disagreement Notice. If Ardutch or Whirlpool does not give the other Seller a FY22 Financials Disagreement Notice within 20 Business Days of presentation to it of the relevant Draft FY22 Financials, the relevant Draft FY22 Financials shall be final and binding on the parties for all purposes and shall be the Ardutch Europe FY22 Financials or the Whirlpool Europe FY22 Financials (as applicable).

If Ardutch and/or Whirlpool gives a FY22 Financials Disagreement Notice pursuant to Clause 2.4, Ardutch and Whirlpool shall attempt in good faith to reach agreement in respect of each FY22 Disputed Item. If:

such agreement is reached on all FY22 Disputed Items, the relevant FY22 Draft Financials, as updated in respect of any matters set out in the relevant FY22 Financials Disagreement Notice which are agreed by Ardutch and Whirlpool in writing, shall be final and binding on the parties for all purposes; and

Ardutch and Whirlpool are unable to reach such an agreement in respect of all FY22 Financials Disputed Items within 10 Business Days of the date of service of the relevant FY22 Financials Disagreement Notice, either party may, by notice to the other (an “FY22 Financials Appointment Notice”), require that the relevant FY22 Financials Disputed Items be referred to the Reporting Accountants and paragraphs 2.1. 2.3. 2.4. 2.5. 3, 5 and 6 of Schedule 10 shall apply mutatis mutandis, provided that references in such Schedule to “Disputed Items”, “Draft Closing Adjustments Statements” and “Closing Adjustment Statements” shall respectively be construed as references to “FY22 Financials Disputed Items”, “Draft FY22 Financials” and “FY22 Financials”.

Not fewer than three Business Days prior to Completion:

Ardutch shall notify Whirlpool of the Estimated Ardutch Europe Closing Adjustments; and

Whirlpool shall notify Ardutch of the Estimated Whirlpool Europe Closing Adjustments,

Following agreement or determination (as applicable) of the FY22 Financials in accordance with Clause 2.5 and delivery of the Estimated Closing Adjustments Statements in accordance with Clause 2.6 and subject to Clause 2.8:

the relevant EBITDA (item C), the Net PP&E (Item K) and the MENA Debt Like Item (item Q) (solely in the event the sale of the MENA Shares under the MENA SPA and Completion do not occur simultaneously) in the Ratio Calculation shall be replaced with the EBITDA, the Net PP&E and the MENA Debt Like Item as set out in the FY22 Financials;

FY22 actual versus estimates (item E) shall be amended to be zero;

the Pension Liabilities (item R) in the Ratio Calculation shall be replaced with the Actual Pension Adjustment; and

the following items shall be populated with the equivalent aspects of the Estimated Whirlpool Europe Closing Adjustments and the Estimated Ardutch Europe Closing Adjustments (as applicable) as set out in the relevant Estimated Closing Adjustments Statement:

in the event the sale of the MENA Shares under the MENA SPA and Completion occur simultaneously, the MENA Debt Like Item (Item Q) (in the case of Whirlpool only);

the Lease (IFRS 16) Adjustment (item G) (in the case of Whirlpool only);

the Lease Liabilities (item P);

the Net Debt (item O); and

the Working Capital Adjustment Amounts (item T),

the Ardutch Completion Share Proportion would be greater than or equal to 72%, but less than or equal to 78%, the Ardutch Completion Share Proportion shall be 75%; and

the Whirlpool Completion Share Proportion would be greater than or equal to 22%, but less than or equal to 28%, the Whirlpool Completion Share Proportion shall be 25%.

If a Material PPE Impact Event or a Major PPE Impact Event arises:

in respect of the Ardutch Europe Group only, the Net PP&E (item K) for the Ardutch Europe Group in the Ratio Calculation shall be replaced by the Impacted Ardutch Net PP&E;

in respect of the Whirlpool Europe Group only, the Net PP&E (item K) for the Whirlpool Europe Group in the Ratio Calculation shall be replaced by the Impacted Whirlpool Net PP&E; or

in respect of both the Ardutch Europe Group and the Whirlpool Europe Group, the Net PP&E (Item K) for the Ardutch Europe Group and the Whirlpool Europe Group in the Ratio Calculation shall be replaced by the Impacted Ardutch Net PP&E and the Impacted Whirlpool Net PP&E respectively,

the Ardutch Completion Share Proportion would be greater than or equal to 72%, but less than or equal to 78%, the Ardutch Completion Share Proportion shall be 75%; and

the Whirlpool Completion Share Proportion would be greater than or equal to 22%, but less than or equal to 28%, the Whirlpool Completion Share Proportion shall be 25%.

If a Major PPE Impact Event arises:

in respect of the Ardutch Europe Group only, at Completion, Ardutch shall pay to Whirlpool an amount equal to the Impacted Ardutch Net PP&E Excess Amount;

in respect of the Whirlpool Europe Group only, at Completion, Whirlpool shall pay to Ardutch an amount equal to the Impacted Whirlpool Net PP&E Excess Amount; and

in respect of both the Ardutch Europe Group and the Whirlpool Europe Group, at Completion:

if the Impacted Ardutch Net PP&E Excess Amount is greater than the Impacted Whirlpool Net PP&E Excess Amount, Ardutch shall pay to Whirlpool an amount equal to the difference between the Impacted Ardutch Net PP&E Excess Amount and the Impacted Whirlpool Net PP&E Excess Amount; and

if the Impacted Whirlpool Net PP&E Excess Amount is greater than the Impacted Ardutch Net PP&E Excess Amount, Whirlpool shall pay to Ardutch an amount equal to the difference between the Impacted Whirlpool Net PP&E Excess Amount and the Impacted Ardutch Net PP&E Excess Amount.

In respect of the Closing Adjustment, the parties shall comply with the requirements set out in Schedule 10. Within five Business Days after finalisation of both the Ardutch Closing Adjustments Statement and the Whirlpool Closing Adjustments Statement, the Ardutch Europe Closing Adjustments and the Whirlpool Europe Closing Adjustments shall be included in the Ratio Calculation in place of the relevant line items included under Clause 2.7(c) and, subject to Clause 2.11, the resulting percentages for Ardutch and Whirlpool against the line item entitled “% share” (item V) being the “Adjusted Ardutch Share Proportion” and the “Adjusted Whirlpool Share Proportion” respectively, provided that if:

the Adjusted Ardutch Share Proportion would be greater than or equal to 72%, but less than or equal to 78%, the Adjusted Ardutch Share Proportion shall be 75%; and

the Adjusted Whirlpool Share Proportion would be greater than or equal to 22%, but less than or equal to 28%, the Adjusted Whirlpool Share Proportion shall be 25%.

If, following the application of Clause 2.10:

the Adjusted Ardutch Share Proportion is less than 72%; or

the Adjusted Whirlpool Share Proportion is less than 22%,

the resulting percentage against the line item entitled “% share” (item V) for:

Ardutch is 72%, the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion shall be 75% and 25% respectively; and

Whirlpool is 22%, the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion shall be 75% and 25% respectively; and

the resulting percentage against the line item entitled “% share” (item V) for Ardutch is less than 72% or the resulting percentage for Whirlpool is less than 22%, then:

the Impacted Party may notify the Non-Impacted Party and the Buyer in writing within 10 Business Days of finalisation of both the Ardutch Closing Adjustments Statement and the Whirlpool Closing Adjustments Statement (such notice being an “Equalisation Notice”) that it intends to pay an Additional Equalisation Payment Amount to the Buyer, in which case such payment shall be made within 10 Business Days of finalisation of both the Ardutch Closing Adjustments Statement and the Whirlpool Closing Adjustments Statement; and:

if Ardutch is the Impacted Party, the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion shall be 75% and 25% respectively; and

if Whirlpool is the Impacted Party, the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion shall be 75% and 25% respectively;

if the Impacted Party does not serve an Equalisation Notice, within 10 Business Days of finalisation of both the Ardutch Closing Adjustments Statement and the Whirlpool Closing Adjustments Statement (the “Equalisation Notice Cut-Off Date”), the Impacted Party and the Non-Impacted Party shall discuss in good faith for 15 Business Days following the Equalisation Notice Cut-Off Date (such period being, the “Equalisation Payment Negotiation Period”) whether the Impacted Party will pay all or part of the Additional Equalisation Payment Amount to the Buyer and:

if agreement in writing is reached between the Impacted Party and the Non-Impacted Party during the Equalisation Payment Negotiation Period that all or any part of the Additional Equalisation Payment Amount will be paid by the Impacted Party to the Buyer, such amount shall be paid by the Impacted Party to the Buyer within 10 Business Days of such agreement having been reached and the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion shall be such percentages as are agreed in writing between the Impacted Party and the Non-Impacted Party; and

if no agreement in writing between the Impacted Party and the Non-Impacted Party is reached within the Equalisation Payment Negotiation Period, the resulting percentages for Ardutch and Whirlpool respectively as set out in the Ratio Calculation (following the inclusion of the Equalisation Payment Amount) shall be the Adjusted Ardutch Share Proportion and the Adjusted Whirlpool Share Proportion respectively.

If the Impacted Party is required to pay an Equalisation Payment Amount and elects to pay an Additional Equalisation Payment Amount, it may, at its sole election, make such payments in one aggregate lump sum payment instead of two separate payments, provided such payment is made within 15 Business Days of finalisation of both the Ardutch Closing Adjustment Statement and the Whirlpool Closing Adjustment Statement.

If the Adjusted Ardutch Share Proportion is greater than the Ardutch Completion Share Proportion, the Buyer shall, to the extent permissible under applicable Law, cancel, by means of a resolution of the general meeting of the Buyer, without repayment of the nominal value, such number of Buyer Shares held by Whirlpool as is required (or, if and to the extent that a cancellation is not permissible under applicable Law, the Buyer and each Seller shall take such other steps as are required and are permissible under applicable Law) to ensure that Ardutch holds such number of shares in the capital of the Buyer as would, at Completion, have been equal to the Adjusted Ardutch Share Proportion. Each Seller agrees to take all such steps as are necessary in order to enable the Buyer to cancel the relevant number of Buyer Shares held by Whirlpool in accordance with this Clause 2.12.

If the Adjusted Whirlpool Share Proportion is greater than the Whirlpool Completion Share Proportion, the Buyer shall, to the extent permissible under applicable Law, cancel, by means of a resolution of the general meeting of the Buyer, without repayment of the nominal value, such number of Buyer Shares held by Ardutch as is required (or, if and to the extent that a cancellation is not permissible under applicable Law, the Buyer and each Seller shall take such other steps as are required and are permissible under applicable Law) to ensure that Ardutch holds such number of shares in the capital of the Buyer as would, at Completion, have been equal to the Adjusted Ardutch Share Proportion. Each Seller agrees to take all such steps as are necessary in order to enable the Buyer to cancel the relevant number of Buyer Shares held by Ardutch in accordance with this Clause 2.14.

A worked example of this Clause 2 for information purposes only is set out at Appendix 1.

CONTRIBUTION OF THE WHIRLPOOL EUROPE GROUP AND ISSUANCE OF SHARES

On the terms set out in this Agreement and subject to the Conditions being satisfied or, where applicable, waived, in accordance with the terms of this Agreement, the steps set out in this Clause 3 shall occur.

On Completion, Whirlpool shall by way of contribution in kind (inbreng in natura) as referred to and in accordance with in article 2:204b Dutch Civil Code, transfer the Whirlpool Europe Shares, and all rights attaching thereto (including the right to receive any dividends made, declared or paid from Completion), to the Buyer with full title guarantee and free from all Encumbrances in exchange for the issue by the Buyer of the Whirlpool Buyer Shares, free from all Encumbrances and credited as fully paid.

CONDITIONS

Completion shall be subject to each of the following conditions (the “Conditions”) being satisfied or waived, to the extent permitted under the applicable Laws and in accordance with Clause 4.10, by the Longstop Date:

completion of the Ardutch Carve-Out in accordance with the Ardutch Carve-Out Principles;

completion of the Whirlpool Carve-Out in accordance with the Whirlpool Carve-Out Principles;

the receipt of the following regulatory approvals (each a “Regulatory Condition”):

merger control approvals (including, where necessary, approvals of Whirlpool’ acquisition of a minority shareholding in the Buyer) having been obtained and any applicable waiting periods (including any extensions thereof) under any applicable Antitrust Law having expired, lapsed or been terminated and no Authority having enacted, issued, promulgated, enforced or entered any decision which is in effect and prohibits or makes illegal the transactions contemplated by this Agreement, in each case as it relates to merger control notifications, filings and/or submissions made to:

the Competition Commission or the Competition Tribunal of South Africa

the European Commission;

the UK Competition and Markets Authority;

the German Federal Cartel Office;

the Austrian Federal Competition Authority;

the Swiss Competition Commission; and

the Chinese State Administration for Market Regulation; and

foreign direct investment (“FDI”) approvals having been obtained including non-jurisdiction decisions and any applicable waiting periods (including any extensions thereof) under any applicable FDI law having expired, lapsed or been terminated and no Authority having enacted, issued, promulgated, enforced or entered any decision which is in effect and prohibits or makes illegal the transactions contemplated by this Agreement, in each case as it relates to FDI notifications, filings and/or submissions made to the Italian Prime Minister Office (Presidenza del Consiglio dei Ministri) under: (i) Law Decree (decreto legge) No. 21 of 15 March 2012, as converted into law by Law No. 56 of 11 May 2012, and as subsequently amended and supplemented; (ii) Law Decree (decreto legge) no. 105 of 21 September 2019, as converted into law by Law no. 133 of 18 November 2019, and as subsequently amended and supplemented; (iii) Law Decree (decreto legge) no. 23 of April 8, 2020, as converted into law by Law no. 40 of June 5, 2020, and as subsequently amended and supplemented; and (iv) Law Decree (decreto legge) no. 21 of 21 March 2022, as converted into law by Law no. 51 of May 20, 2022, and as subsequently amended and supplemented (the “Golden Power Law”);

if the MENA SPA has been entered into on or before the MENA SPA Date, the satisfaction or waiver of the MENA Carve-Out Condition;

Ardutch not having discovered prior to Completion anything which would render any of the Whirlpool Fundamental Warranties untrue or inaccurate as at immediately prior to Completion; and

Whirlpool not having discovered prior to Completion anything which would render any of the Ardutch Fundamental Warranties untrue or inaccurate as at immediately prior to Completion.

Unless otherwise agreed in writing between Whirlpool and Ardutch, no party shall (and the Ardutch Guarantor shall procure that no member of the Ardutch Group shall and the Whirlpool Guarantor shall procure that no member of the Whirlpool Group shall), whether alone or acting in concert with others, acquire, offer to acquire or enter into a definitive agreement that, if carried into effect, would result in the acquisition of a business the acquisition of which might reasonably be expected to materially prejudice or delay the satisfaction of any of the Regulatory Conditions.

Each of Ardutch and Whirlpool shall cooperate in the preparation of regulatory filings, notifications and submissions so as to satisfy the Regulatory Conditions. Ardutch and Whirlpool shall further cooperate and use reasonable best endeavours to procure that the Regulatory Conditions are satisfied as soon as possible and in any event no later than the Longstop Date, and shall not, and shall procure that none of its Representatives shall, take any action (in addition to the actions referred to in Clause 4.2 above) that could reasonably be expected to adversely affect the satisfaction of the Regulatory Conditions (including approaching any Authority to engage on the Transaction without the explicit written consent of the other Seller). Without prejudice to the generality of the foregoing:

Ardutch and Whirlpool, as necessary and at their own respective costs, shall respectively make all filings, submissions or notifications with respect to each of the Regulatory Conditions set forth in Clause 4.1(c) as soon as practicable after the date of this Agreement; and

Ardutch and Whirlpool shall use reasonable best endeavours to provide promptly all information which is reasonably requested or required of it by any Authority in connection with the satisfaction of the Regulatory Conditions, and in any event, in accordance with any applicable time limits.

For the purposes of satisfying each of the Regulatory Conditions, each of Whirlpool and Ardutch shall, in each case, subject to compliance with applicable Antitrust Laws and redacting information that may be competitively sensitive (save in respect of outside counsel to outside counsel communications which shall be on an unredacted basis):

promptly notify the other party of any material communication (whether written or oral) from any Authority and/or any relevant publications, notices or releases issued by any Authority (including publications, notices or releases disclosing that Ardutch or Whirlpool has submitted any filings, notifications or other written communication), in each case, in connection with the satisfaction of the Regulatory Conditions;

give the other party reasonable notice of all substantive meetings and/or telephone calls with any Authority in connection with the satisfaction of the Regulatory Conditions and a reasonable opportunity to participate in them. In the absence of the explicit written consent of the other party, neither Ardutch or Whirlpool shall be entitled to participate in substantive meetings and/or telephone calls with any Authority in connection with the satisfaction of the Regulatory Conditions without the presence of the other party (save to the extent that such Authority expressly requests that the other party should not participate in such meetings or telephone calls);

provide the other party with drafts of all material written communications intended to be sent to any Authority in connection with the satisfaction of the Regulatory Conditions, give the other party a reasonable opportunity to comment on them, take into account the reasonable comments of the other party thereon, not send such communications without the prior written approval of the other party (not to be unreasonably withheld or delayed) and provide each other with final copies of any such communications;

provide the other party with such information, documents and assistance as may reasonably be required in connection with the satisfaction of the Regulatory Conditions in a timely manner, following a request by that party for such information; and

make appropriate representatives available for any meetings and calls with any Authority as are reasonably necessary in connection with the satisfaction of the Regulatory Conditions.

Each of Ardutch and Whirlpool shall promptly (and in any event prior to Completion) inform the other and the Buyer if it discovers anything prior to Completion which would render or be reasonably likely to render:

in the case of Ardutch, any of the Ardutch Fundamental Warranties untrue or inaccurate as at immediately prior to Completion; and

in the case of Whirlpool, any of the Whirlpool Fundamental Warranties untrue or inaccurate as at immediately prior to Completion.

Each of Ardutch and Whirlpool shall, to the extent permitted by Law, promptly notify the other in writing each time it becomes aware that:

any of the Primary Conditions have been satisfied;

a Primary Condition will not be satisfied by the Longstop Date;

a Condition in Clause 4.1(e) or 4.1(f) will not be satisfied as at immediately prior to Completion; or

an event, circumstance or condition has occurred which is reasonably likely to prevent a Primary Condition from being satisfied by the Longstop Date,

If notice is given in accordance with Clause 4.6(b) in respect of a Regulatory Condition, then either Ardutch or Whirlpool may, by notice in writing to Whirlpool (in the case of an extension by Ardutch) or Ardutch (in the case of an extension by Whirlpool), extend the Longstop Date by six months (the Longstop Date as extended being the “Revised Longstop Date”), provided

If notice is given in accordance with Clause 4.6(b) in respect of a Condition and:

the Longstop Date is not extended in accordance with Clause 4.7; or

the Longstop Date is extended in accordance with Clause 4.7 and any of the Primary Conditions remains outstanding at the Revised Longstop Date,

If notice is given in accordance with Clause 4.6(c) in respect of:

the Condition in Clause 4.1(e), Ardutch may give notice to each other party in writing to terminate this Agreement, following which Clause 23 shall apply; and/or

the Condition in Clause 4.1(f), Whirlpool may give notice to each other party in writing to terminate this Agreement, following which Clause 23 shall apply.

Whirlpool may, to such extent as it thinks fit and where it is legally entitled to do so, waive the Conditions set out in Clause 4.1(a) and/or Clause 4.1(f), in whole or in part by written notice to Ardutch. Ardutch may, to such extent as it thinks fit and where it is legally entitled to do so, waive the Conditions set out in Clause 4.1(b) and/or Clause 4.1(e), in whole or in part by written notice to Whirlpool. Ardutch and Whirlpool may mutually agree in writing to waive in whole or in part, the Condition set out in Clause 4.1(c)(i)(G). No other Condition is capable of being waived.

PRE-COMPLETION OBLIGATIONS

During the period from the date of this Agreement to Completion each Seller shall perform its obligations as set out in Schedule 1.

Ardutch undertakes to Whirlpool that, from the date of this Agreement until Completion, it shall procure that the Buyer shall not, without the prior written consent of Whirlpool:

create or issue any share capital other than the Ardutch Buyer Shares and the Whirlpool Buyer Shares, or grant any options over, or any other right in respect of, any of its share capital;

create any Encumbrance over its shares, assets or undertaking;

incur any liabilities or obligations other than: (i) any immaterial liabilities or obligations which were or are required to be incurred in respect of its incorporation and ongoing filing obligations; and/or (ii) liabilities or obligations set out in, or required to effect, this Agreement, any other Transaction Document, the Ardutch Carve-Out or as is otherwise agreed in writing between the Sellers; or

be engaged in any trading or take any action other than for the purpose of entering into and performing its obligations under this Agreement, the Ardutch Carve-Out and the other Transaction Documents to which it is a party.

Not more than 15 Business Days and not fewer than five Business Days prior to Completion, Ardutch shall provide Whirlpool and the Buyer with a draft of the Ardutch Completion Disclosure Letter and Whirlpool shall provide Ardutch and the Buyer with a draft of the Whirlpool Completion Disclosure Letter, each such draft Completion Disclosure Letter, and each Completion Disclosure Letter, shall be prepared by the relevant Seller in good faith based on its actual knowledge of the facts, matters, events or circumstances relating to the Ardutch Europe Group or the Whirlpool Europe Group (as applicable) at the relevant time.

The Sellers shall co-operate in good faith:

to negotiate and agree, on or before the date falling eight weeks after the date of this Agreement or such later date as may be agreed in writing between Ardutch and Whirlpool, the definitive terms of the following documents on the basis of customary terms that would be included in agreements of that nature, acting reasonably and taking into account the legitimate interests of the Buyer Group:

the Whirlpool Transitional Services Agreement (save in respect of the service schedules);

the Engineering Services Agreement (save in respect of the service schedules);

the Ardutch Brand Licence Agreement;

the IP Usage Agreement;

the Whirlpool Supply Agreement; and

the Shared GPO Assets Agreement; and

to negotiate and agree the Amended Articles, the terms of which shall not be inconsistent with the terms and principles set out in the Shareholders’ Agreement.

The Sellers shall co-operate in good faith to negotiate and agree, on or before the date falling three months after the date of this Agreement or such later date as may be agreed in writing by Ardutch and Whirlpool, the definitive terms of the service schedules to the following documents on the basis of customary terms that would be included in schedules of that nature, acting reasonably and taking into account the legitimate interests of the Buyer Group:

the Whirlpool Transitional Services Agreement; and

the Engineering Services Agreement.

Between the date of this Agreement and the Primary Condition Date, the Sellers shall co-operate in good faith:

to negotiate and agree in writing the Initial Business Plan; and

to agree in writing the identities of the Initial Managers;

In the event that the Sellers are unable to agree the Initial Business Plan on or before the Primary Condition Date in accordance with Clause 5.6(a), the Framework Business Plan shall be the Initial Business Plan.

The Sellers shall co-operate in good faith to negotiate and agree the terms of the MENA SPA on the basis of equivalent terms of this Agreement as are applicable in respect of the MENA Shares on or before the MENA SPA Date, with such amendments as are necessary, including:

an enterprise value of EUR 20,000,000 on a debt free, cash free basis for the MENA Shares with a net debt and working capital adjustment at completion, together with such other adjustments as may be agreed between the Sellers in writing;

conditions only in respect of the completion of the MENA Carve-Out and the satisfaction (or waiver if permitted) of the Conditions set out in Clauses 4.1(a) to 4.1(c) (inclusive) of this Agreement;

the following financial and time limitations in respect of claims against the Whirlpool Group under the MENA SPA:

a cap in respect of all claims equal to the consideration paid for the MENA Shares, unless otherwise agreed;

a cap of EUR 4,000,000 in respect of warranty claims other than fundamental warranty claims;

a threshold of EUR 200,000 on a tipping basket basis;

a de minimis of EUR 20,000;

a time limit of 18 months for warranty claims (other than fundamental warranty claims);

a time limit of the longer of seven years and the applicable statutory look back period in respect of tax covenant claims; and

a time limit of seven years for all other claims; and

any provisions (including warranties and/or indemnities) required to take account of any matters, facts or circumstances identified by Ardutch or any of its Affiliates during due diligence.

The Sellers shall co-operate in good faith to negotiate and agree, on or before the date falling twelve weeks after the date of this Agreement or such later date as may be agreed in writing between Ardutch and Whirlpool, the definitive terms of the Ardutch Services Agreement, of which the terms shall expressly provide: (a) customary terms that would be included for an agreement of this nature acting reasonably and taking into account the legitimate interests of the Buyer Group; and (b) the service charges are Directly Applied Group OpEx (as defined in the Shareholders’ Agreement). For the avoidance of doubt and notwithstanding any other provision of this Agreement, if the terms of the Ardutch Services Agreement are not agreed by Ardutch and Whirlpool on or before such date, the Ardutch Services Agreement shall not be entered into at Completion and the entry into such agreement on or after Completion shall be a Reserved Matter (as such term is defined in the Shareholders’ Agreement) under the Shareholders’ Agreement.

Between the date of this Agreement and Completion, Ardutch shall:

prepare the Initial Budget to reflect the Initial Business Plan; and

notify Whirlpool of the identity of the initial Ardutch Directors to be appointed at Completion (to the extent such individuals have not already been appointed prior to Completion), being such number of directors as Ardutch will be entitled to appoint under the Shareholders’ Agreement, once entered into.

Between the date of this Agreement and Completion, Whirlpool shall:

notify Ardutch of the identity of the initial Whirlpool Directors to be appointed at Completion, being such number of directors as Whirlpool will be entitled to appoint under the Shareholders’ Agreement, once entered into;

notify Ardutch of the identity of the initial CFO proposed to be appointed at Completion.

The Buyer undertakes not to issue any shares on or before Completion other than: (i) the Ardutch Buyer Shares; (ii) the Whirlpool Buyer Shares; and (iii) any shares in the Buyer issued with the prior written consent of Whirlpool.

In the event the Whirlpool French Put Option is exercised Whirlpool shall, within 20 Business Days of the Whirlpool French Put Option Exercise Date, serve a written notice on Agora S.A.S. (“Agora”) requesting its written consent to the direct or indirect change of control of Whirlpool France S.A.S in connection with Whirlpool Carve-Out and/or the Transaction in accordance with the terms of the constitutional documents of Agora (the “Agora Shareholder Approval”), and between the Whirlpool French Put Option Exercise Date and Completion, shall use reasonable endeavours to seek the Agora Shareholder Approval.

Between the date of this Agreement and Completion, Whirlpool shall provide the Buyer with all such information and documents as may be reasonably be requested by the Buyer in order to enable the Buyer to prepare a description in accordance with article 2:204b of the Dutch Civil Code of the contribution in kind of the Whirlpool Europe Shares in exchange for the issuance of the Whirlpool Buyer Shares at Completion, provided that nothing in this Clause 5.14 shall require Whirlpool to provide the value attributed to the Whirlpool Europe Shares or confirmation that such valuation has been based on, or meets, certain valuation standards.

One Business Day after the Primary Condition Date, Whirlpool shall provide Ardutch with an updated list of the Whirlpool In-Scope Employees and Ardutch shall provide Whirlpool with an updated list of the Ardutch In-Scope Employees, in each case as at the end of the immediately preceding calendar month, including, in each case, the relevant employee’s job title or function and confirmation of whether such employee has served or received written notice (which is current and outstanding) terminating their employment.

If any lease in respect of a manufacturing facility entered into by a Whirlpool Perimeter Entity as a tenant requires the consent of the landlord for the direct or indirect change of control of the tenant in connection with the Transaction (including the leases of the Whirlpool Change of Control Properties) (each a “Whirlpool Change of Control Lease”), Whirlpool shall, as soon as reasonably practicable following the date of this Agreement, procure that the relevant Whirlpool Perimeter Entity applies for, and uses reasonable endeavours to obtain, at the sole cost of Whirlpool, the relevant landlord’s consent to the direct or indirect change of control of the relevant Whirlpool Perimeter Entity as tenant in connection with the Transaction in accordance with the terms of such Whirlpool Change of Control Lease, provided that no party shall be required to pay any premium for the landlord’s consent nor to apply to the court for a declaration that the landlord’s consent has been unreasonably withheld or delayed.

To the extent that a landlord’s consent under a Whirlpool Change of Control Lease has not been obtained by Completion, the parties shall, acting reasonably and in good faith, co-operate to agree the appropriate steps in relation to the relevant Whirlpool Change of Control Lease.

If any lease in respect of a manufacturing facility entered into by a Ardutch Perimeter Entity as a tenant requires the consent of the landlord for the direct or indirect change of control of the tenant in connection with the Transaction (each a “Ardutch Change of Control Lease”), Ardutch shall, as soon as reasonably practicable following the date of this Agreement, procure that the relevant Ardutch Perimeter Entity applies for, and uses reasonable endeavours to obtain, at the sole cost of Ardutch, the relevant landlord’s consent to the direct or indirect change of control of the relevant Ardutch Perimeter Entity as tenant in connection with the Transaction in accordance with the terms of such Ardutch Change of Control Lease, provided that no party shall be required to pay any premium for the landlord’s consent nor to apply to the court for a declaration that the landlord’s consent has been unreasonably withheld or delayed.

To the extent that a landlord’s consent under a Ardutch Change of Control Lease has not been obtained by Completion, the parties shall, acting reasonably and in good faith, co-operate to agree the appropriate steps in relation to the relevant Ardutch Change of Control Lease.

Between the date of this Agreement and the Primary Condition Date, Ardutch and Whirlpool shall co-operate in good faith to determine the practical procedures to be followed by each of Ardutch and Whirlpool in determining the line items comprising the Ardutch Closing Adjustments and the Whirlpool Closing Adjustments, which procedures shall include, without limitation, stock-taking procedures and procedures to confirm the quantum of third-party indebtedness, trade payables and trade receivables.

EMPLOYEE CONSULTATION

Whirlpool shall (and shall procure that each relevant member of the Whirlpool Group will) ensure timely compliance with their respective obligations to inform and/or consult with employees, employee representatives, works councils, trade unions or other employee representative bodies in connection with the Transaction and the proposed transfer of employees under any Automatic Transfer Legislation in connection with the Whirlpool Carve-Out and/or the Transaction. Ardutch shall, or shall procure that, the relevant member of the Ardutch Group shall upon reasonable request from Whirlpool make available representatives of Ardutch, of sufficient seniority, for the purpose of attending meetings with employees, employee representatives, works councils, trade unions or other employee representative bodies, for the purpose of Whirlpool complying with its obligation under this Clause 6.1.

Ardutch shall, upon reasonable notice, provide Whirlpool with such information as Whirlpool may reasonably request in order to comply with the obligation in Clause 6.1 and Ardutch shall provide reasonable cooperation to Whirlpool and involvement in connection therewith.

Ardutch shall (and shall procure that each relevant member of the Ardutch Group will) ensure timely compliance with their respective obligations to inform and/or consult with employees, employee representatives, works councils, trade unions or other employee representative bodies in connection with the Transaction and/or the proposed transfer of employees under any Automatic Transfer Legislation in connection with the Ardutch Carve-Out and/or the Transaction. Whirlpool shall, or shall procure that, the relevant member of the Whirlpool Group shall upon reasonable request from Ardutch make available representatives of Whirlpool, of sufficient seniority, for the purpose of attending meetings with employees, employee representatives, works councils, trade unions or other employee representative bodies, for the purpose of Ardutch complying with its obligation under this Clause 6.3.

Whirlpool shall, upon reasonable notice, provide Ardutch with such information as Ardutch may reasonably request in order to comply with the obligation in Clause 6.3 and Whirlpool shall provide reasonable cooperation to Ardutch and such involvement in connection therewith.

PRE-COMPLETION REORGANISATION

Each Seller shall comply with the provisions of Schedule 4 that apply to it.

Within six weeks after the date of this Agreement, Ardutch shall deliver to Whirlpool a substantially complete draft of the Ardutch Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Ardutch Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Ardutch Carve-Out Principles, the Ardutch Agreed Perimeter and the Ardutch Carve-Out Steps Overview. Ardutch shall take into account any reasonable comments of Whirlpool which are provided in a timely manner in relation to the draft Ardutch Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with any further drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Ardutch Group.

Within six weeks after the date of this Agreement, Whirlpool shall deliver to Ardutch a substantially complete draft of the Whirlpool Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Whirlpool Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Whirlpool Carve-Out Principles, the Whirlpool Agreed Perimeter and the Whirlpool Carve-Out Steps Overview. Whirlpool shall take into account any reasonable comments of Ardutch which are provided in a timely manner in relation to the draft Whirlpool Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with all subsequent drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Whirlpool Group.

Subject to Clause 7.10 below, Ardutch shall:

implement (or procure the implementation of) the corporate reorganisation required in order to achieve the corporate structure of the Ardutch Europe Group by implementing the Ardutch Carve-Out Steps, subject to any changes to the Ardutch Carve-Out Steps: (i) to which Whirlpool has given its prior written consent (not to be unreasonably withheld, conditioned or delayed); (ii) that are immaterial and do not adversely affect the Buyer, Whirlpool or any member of the Ardutch Europe Group; or (iii) that only relate to and only affect members of the Ardutch Group (other than the Ardutch Europe Group) (the “Ardutch Carve-Out”);

ensure that completion of the Ardutch Carve-Out occurs before the Longstop Date (subject to Whirlpool having complied with its obligations pursuant to Clause 7.2 to co-operate in good faith to agree the form of the Ardutch Carve-Out Steps Plan and its obligation pursuant to Clause 7.4(c) to co-operate in good faith to agree the documentation required to effect any particular step of the Ardutch Carve-Out);

provide Whirlpool with draft documentation for implementing the Ardutch Carve-Out as soon as reasonably practicable following the date on which the Ardutch Carve-Out Steps Plan is agreed in accordance with Clause 7.2 (and in any event by the date falling no more than one month after such date) and the Sellers shall co-operate in good faith to agree in writing the final form of such documentation;

not implement any particular step of the Ardutch Carve-Out (including the Ardutch Carve-Out Steps) unless and until the Ardutch Carve-Out Steps Plan has been agreed in accordance with Clause 7.2, the documentation required to effect the relevant step has been agreed in accordance with Clause 7.4(c) and the relevant step is implemented in accordance with the documentation as so agreed;

keep Whirlpool informed promptly of any significant development in relation to the Ardutch Carve-Out; and

promptly provide Whirlpool with a copy of each executed document relating to the implementation of the Ardutch Carve-Out (in redacted form to the extent necessary to protect legitimate confidentiality interests of the Ardutch Group, provided that Whirlpool shall be entitled to request that an unredacted copy of such agreement is made available to its legal advisers on a counsel-to-counsel basis).

Subject to Clauses 7.7 to 7.9 below, Whirlpool shall:

implement (or procure the implementation of) the corporate reorganisation required in order to achieve the corporate structure of the Whirlpool Europe Group by implementing the Whirlpool Carve-Out Steps, subject to any changes to the Whirlpool Carve-Out Steps: (i) to which Ardutch has given its prior written consent (not to be unreasonably withheld, conditioned or delayed); (ii) that are immaterial and do not adversely affect the Buyer, Ardutch or any member of the Whirlpool Europe Group; or (iii) that only relate to and only affect the Whirlpool Group (other than the Whirlpool Europe Group) (the “Whirlpool Carve-Out”);

ensure that completion of the Whirlpool Carve-Out occurs before the Longstop Date (subject to Ardutch having complied with its obligations pursuant to Clause 7.3 to co-operate in good faith to agree the form of the Whirlpool Carve-Out Steps Plan and its obligation pursuant to Clause 7.5(c) to co-operate in good faith to agree the documentation required to effect any particular step of the Whirlpool Carve-Out);

provide Ardutch with draft documentation for implementing the Whirlpool Carve-Out as soon as reasonably practicable following the date on which the Whirlpool Carve-Out Steps Plan is agreed in accordance with Clause 7.3 (and in any event by the date falling no more than one month after such date) and the Sellers shall co-operate in good faith to agree in writing the final form of such documentation;

not implement any particular step of the Whirlpool Carve-Out (including the Whirlpool Carve-Out Steps) unless and until the Whirlpool Carve-Out Steps Plan has been agreed in accordance with Clause 7.3, the documentation required to effect the relevant step has been agreed in accordance with Clause 7.5(c) and the relevant step is implemented in accordance with the documentation as so agreed;

keep Ardutch informed promptly of any significant development in relation to the Whirlpool Carve-Out; and

promptly provide Ardutch with a copy of each executed transaction document relating to the implementation of the Whirlpool Carve-Out (in redacted form to the extent necessary to protect legitimate confidentiality interests of the Whirlpool Group, provided that Ardutch shall be entitled to request that an unredacted copy of such agreement is made available to its legal advisers on a counsel-to-counsel basis).

If:

Whirlpool becomes aware that a Third Party Consent is required in respect of a member of the Whirlpool Europe Group; or

Ardutch becomes aware that a Third Party Consent is required in respect of a member of the Ardutch Europe Group,

Notwithstanding any other term of this Agreement, each of Ardutch and Whirlpool acknowledges and agrees that any decision in relation to the Whirlpool French Carve-Out, the Whirlpool Dutch Carve-Out and the Ardutch French Carve-Out is subject to the result of Ardutch’s and Whirlpool’s information and consultation process with the relevant employee representative bodies of the Ardutch Europe Group and the Whirlpool Europe Group and that the Whirlpool French Carve-Out, the Whirlpool Dutch Carve-Out and/or the Ardutch French Carve-Out shall not occur until the Whirlpool French Put Option, the Whirlpool Dutch Put Option and/or the Ardutch French Put Option (respectively) has been exercised, as the case may be, as further detailed in Clauses 7.8, 7.9 and 7.10 below. The parties may consider making modifications to the Agreement to the extent they consider it appropriate following the outputs from the Whirlpool French Employee Consultation, the Ardutch French Employee Consultation and/or the Whirlpool Dutch Employee Consultation and/or the Whirlpool Dutch SER Notification Process.

In respect of the Whirlpool French Carve-Out:

the parties acknowledge that the execution of a binding agreement to undertake the Whirlpool French Carve-Out is subject to completion of the information and consultation procedure with the employee representative bodies of the Whirlpool French OpCo in connection with the proposed Whirlpool French Carve-Out in the context of the Transaction in accordance with the provisions of the French Labour Code (the “Whirlpool French Employee Consultation”);

notwithstanding any other provisions of this Agreement, this Agreement shall not constitute a binding agreement to undertake the Whirlpool French Carve-Out or for Whirlpool French OpCo to constitute a Whirlpool Perimeter Entity or a member of the Whirlpool Europe Group;

the Whirlpool French OpCo shall not be a Whirlpool Perimeter Entity or be part of the Whirlpool Europe Group unless and until Whirlpool Europe receives a notice from the Whirlpool Guarantor setting forth its decision to undertake the Whirlpool French Carve-Out in accordance with the provisions of the Whirlpool French Put Option Letter;

when the Whirlpool French Employee Consultation is complete and the option under the Whirlpool French Put Option Letter (the “Whirlpool French Put Option”) is exercised by the Whirlpool Guarantor in accordance with the terms of the Whirlpool French Put Option Letter, Whirlpool shall implement the Whirlpool French Carve-Out and Whirlpool French OpCo shall, notwithstanding anything in this Agreement to the contrary, be a Whirlpool Perimeter Entity and be part of the Whirlpool Europe Group for the purposes of this Agreement;

notwithstanding any other provision of this Agreement, but without prejudice to Clause 7.8(d), unless and until the Whirlpool French Put Option is exercised on or prior to the Whirlpool French Put Option Expiry Date (as such term is defined in the Whirlpool French Put Option Letter) in accordance with the French Put Option Letter:

Whirlpool shall not implement the Whirlpool French Carve-Out;

the Whirlpool Perimeter Entities and the Whirlpool Europe Group shall be deemed to exclude the Whirlpool French OpCo and Whirlpool shall procure that the Whirlpool French OpCo does not form part of the Whirlpool Europe Group at Completion (on such terms as may be agreed in writing between Whirlpool and Ardutch); and

the Whirlpool Completion Share Proportion shall be calculated on the basis that any amounts relating to the Whirlpool French Business are excluded from the Ratio Calculation;

notwithstanding any other provision of this Agreement, Clauses 15.3 and 15.4 shall apply in respect of the Whirlpool French OpCo and the Whirlpool French Business only as from the date on which the Whirlpool French Put Option is exercised (the “Whirlpool French Put Option Exercise Date”). In the event that the Whirlpool French Put Option is exercised on or prior to the Whirlpool French Put Option Expiry Date (as such term is defined in the French Put Option Letter), the provisions of Clauses 15.3 and 15.4 shall apply as if the Whirlpool French Put Option had been exercised on the date of this Agreement;

notwithstanding any other provision of this Agreement, Whirlpool shall only be bound by Clauses 5.1, 7.6 and 12, insofar as those obligations relate to the Whirlpool French Business, with effect from the Whirlpool French Put Option Exercise Date; and

in the event the Whirlpool French Put Option is exercised, Whirlpool confirms and warrants as at the Whirlpool French Put Option Exercise Date that it is not aware of any act occurring between the date of this Agreement and the Whirlpool French Put Option Exercise Date that would have constituted a breach of Clause 5.1, 7.8(e)(i) or 12 in relation to the Whirlpool French Business if such act had been committed after the Whirlpool French Put Option Exercise Date.

In respect of the Whirlpool Dutch Carve-Out:

the parties acknowledge that the execution of a binding agreement to undertake the Whirlpool Dutch Carve-Out is subject to consulting the works council of the Whirlpool Dutch OpCo in accordance with the provisions of the Dutch Works Councils Act in connection with the proposed Whirlpool Dutch Carve-Out (the “Whirlpool Dutch Employee Consultation Process”) and the completion of an information and consultation process under the SER Merger Code 2015 (SER Fusiegedragsregels 2015) with the Social Economic Council (“SER”) and any relevant trade unions (the “Whirlpool Dutch SER Notification Process”);

notwithstanding any other provisions of this Agreement, this Agreement shall not constitute a binding agreement to undertake the Whirlpool Dutch Carve-Out or for Whirlpool Dutch OpCo to constitute a Whirlpool Perimeter Entity or a member of the Whirlpool Europe Group but only an undertaking by Whirlpool (or the Whirlpool Guarantor, as applicable) to procure that (in so far as it is within its respective power to do so) the works council of Whirlpool Dutch OpCo shall be informed of and consulted (if requested) in connection with the proposed Whirlpool Dutch Carve-Out and that the SER and any relevant trade unions are informed and consulted with in accordance with the SER Merger Code 2015 (SER Fusiegedragsregels 2015) in each case in accordance with the Dutch Works Councils Act and the SER Merger Code 2015 (SER Fusiegedragsregels 2015) respectively, and further in accordance with the Whirlpool Dutch Put Option Letter;

the Whirlpool Dutch OpCo shall not be a Whirlpool Perimeter Entity or be part of the Whirlpool Europe Group unless and until Whirlpool Europe receives a notice from the Whirlpool Guarantor setting forth its decision to procure that the Whirlpool Dutch Carve-Out is implemented, in accordance with the provisions of the Whirlpool Dutch Put Option Letter;

when the Whirlpool Dutch Employee Consultation and the Whirlpool Dutch SER Notification Process is complete (as determined in accordance with the Whirlpool Dutch Put Option Letter) and the option under the Whirlpool Dutch Put Option Letter (the “Whirlpool Dutch Put Option”) is exercised by the Whirlpool Guarantor in accordance with the provisions of the Whirlpool Dutch Put Option Letter, Whirlpool shall implement the Whirlpool Dutch Carve-Out, and the Whirlpool Dutch OpCo shall, notwithstanding anything to the contrary in this Agreement, be a Whirlpool Perimeter Entity and be part of the Whirlpool Europe Group for the purposes of this Agreement;

notwithstanding any other provision of this Agreement but without prejudice to Clause 7.9(d), unless and until the Whirlpool Dutch Put Option is exercised in accordance with the terms of the Whirlpool Dutch Put Option Letter:

Whirlpool shall not implement the Whirlpool Dutch Carve-Out;

the Whirlpool Perimeter Entities and the Whirlpool Europe Group shall be deemed to exclude the Whirlpool Dutch OpCo and Whirlpool shall procure that the Whirlpool Dutch OpCo does not form part of the Whirlpool Europe Group (on such terms as may be agreed in writing between Whirlpool and Ardutch); and

the Whirlpool Completion Share Proportion shall be calculated on the basis that any amounts relating to the Whirlpool Dutch Business are excluded from the Ratio Calculation;

notwithstanding any other provision of this Agreement, Clauses 15.3 and 15.4 shall apply in respect of the Whirlpool Dutch OpCo and Whirlpool Dutch Business only as from the date on which the Whirlpool Dutch Put Option is exercised (the “Whirlpool Dutch Put Option Exercise Date”). In the event that the Whirlpool Dutch Put Option is exercised on or prior to the Whirlpool Dutch Put Option Expiry Date (as defined in the Whirlpool Dutch Put Option Letter), the provisions of Clauses 15.3 and 15.4 shall apply as if the Whirlpool Dutch Put Option had been exercised on the date of this Agreement;

notwithstanding any other provision of this Agreement, Whirlpool shall only be bound by Clauses 5.1, 7.6 and 12, insofar as those obligations relate to the Whirlpool Dutch Business, on the Whirlpool Dutch Put Option Exercise Date; and

in the event the Whirlpool Dutch Put Option is exercised, Whirlpool confirms and warrants as at the Whirlpool Dutch Put Option Exercise Date that it is not aware of any act occurring between the date of this Agreement and the Whirlpool Dutch Put Option Exercise Date that would have constituted a breach of Clause 5.1, 7.9(e)(i) or 12 in relation to the Whirlpool Dutch Business if such act had been committed after the Whirlpool Dutch Put Option Exercise Date.

In respect of the Ardutch French Carve-Out:

the parties acknowledge that the execution of a binding agreement to undertake the Ardutch French Carve-Out is subject to completion of the information and consultation procedure with the employee representative bodies of the Ardutch French OpCo in connection with the proposed Ardutch French Carve-Out and the Transaction in accordance with the provisions of the French Labour Code (the “Ardutch French Employee Consultation”);

notwithstanding any other provisions of this Agreement, this Agreement shall not constitute a binding agreement to undertake the Ardutch French Carve-Out or for Ardutch French OpCo to constitute a Ardutch Perimeter Entity or a member of the Ardutch Europe Group;

the Ardutch French OpCo shall not be a Ardutch Perimeter Entity or be part of the Ardutch Europe Group unless and until the Buyer receives a notice from Ardutch setting forth its decision to undertake the Ardutch French Carve-Out, in accordance with the provisions of the Ardutch French Put Option Letter;

when the Ardutch French Employee Consultation is complete and the option under the Ardutch French Put Option Letter (the “Ardutch French Put Option”) is exercised by Ardutch in accordance with the provisions of the Ardutch French Put Option Letter, Ardutch shall implement the Ardutch French Carve-Out, Ardutch French OpCo shall be a Ardutch Perimeter Entity and be part of the Ardutch Europe Group;

notwithstanding any other provision of this Agreement, but without prejudice to Clause 7.10(d), unless and until the Ardutch French Put Option is exercised on or prior to the Ardutch French Put Option Exercise Date in accordance with the Ardutch French Put Option Letter:

Ardutch shall not implement the Ardutch French Carve-Out;

the Ardutch Perimeter Entities and the Ardutch Europe Group shall be deemed to exclude the Ardutch French OpCo and Ardutch shall procure that the Ardutch French OpCo does not form part of the Ardutch Europe Group at Completion (on such terms as may be agreed in writing between Whirlpool and Ardutch); and

the Ardutch Completion Share Proportion shall be calculated on the basis that any amounts relating to the Ardutch French Business are excluded from the Ratio Calculation;

notwithstanding any other provision of this Agreement, Clauses 15.3 and 15.4 shall apply in respect of Ardutch French OpCo and the Ardutch French Business only as from the date on which the Ardutch French Put Option is exercised (the “Ardutch French Put Option Exercise Date”). In the event that the Ardutch French Put Option is exercised on or prior to Ardutch French Put Option Exercise Date (as such term is defined in the Ardutch French Put Option Letter), the provisions of Clauses 15.1 and 15.2 shall apply as if the Ardutch French Put Option had been exercised on the date of this Agreement;

notwithstanding any other provision of this Agreement, Ardutch shall only be bound by Clauses 5.1, 7.6 and 12, insofar as those obligations relate to the Ardutch French Business, as from the Ardutch French Put Option Exercise Date; and

in the event the Ardutch French Put Option is exercised, Ardutch confirms and warrants as at the Ardutch French Put Option Exercise Date that it is not aware of any act occurring between the date of this Agreement and the Ardutch French Put Option Exercise Date that would have constituted a breach of Clause 5.1, 7.10(e)(i) or 12 in relation to the Ardutch French Business or the Ardutch French OpCo if such act had been committed after the Ardutch French Put Option Exercise Date.

COMPLETION

Completion shall take place at the offices of the Notary (or at any other place as agreed in writing by the Sellers) on:

if the last of the Primary Conditions to be satisfied or waived is satisfied or waived on any date other than a date falling in the last five Business Days of a calendar month, the first Business Day after the end of that calendar month;

if the last of the Primary Conditions to be satisfied or waived is satisfied or waived in the last five Business Days of a calendar month, the first Business Day after the end of the immediately following calendar month; or

any other date agreed in writing by the Sellers,

At Completion:

Ardutch shall do or procure the carrying out of all those things listed in paragraph 1.2 of Schedule 2;

Whirlpool shall do or procure the carrying out of all those things listed in paragraph 1.1 of Schedule 2; and

the Buyer shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 2.

All documents and items delivered and payments received in connection with Completion shall be held by the recipient to the order of the person delivering or making them.

Simultaneously with:

the delivery of all documents and items required to be delivered; and

the performance of all other obligations required to be performed at Completion,

Provided that the MENA SPA has been entered into on or before the MENA SPA Date, no party shall be obliged to complete the transfer of the Whirlpool Europe Shares unless the transfer of all of the Whirlpool Europe Shares and all of the MENA Shares is completed simultaneously.

Without prejudice to Clause 23 or any other rights and remedies a party may have, if the Buyer or any Seller does not comply with its obligations under Clause 8.2 on the date on which Completion is scheduled to occur (the “Scheduled Completion Date”), Ardutch (in the case of non-compliance by Whirlpool) or Whirlpool (in the case of non-compliance by Ardutch or the Buyer) shall each be entitled by notice in writing to each other party, at its discretion:

to defer Completion to the first Business Day of the calendar month immediately following the Scheduled Completion Date or any later date as agreed by the Sellers in writing. In such event this Clause 8.6 shall also apply to Completion so deferred.

so far as practicable and subject to Clause 8.5, to complete the sale and purchase of the Whirlpool Europe Shares in accordance with Clause 8.2 and Schedule 2; or

provided Completion has been deferred in accordance with Clause 8.6(a) at least once by it, to terminate this Agreement by notice in writing to each other party following which Clause 23 shall apply.

INTRA-GROUP PAYABLES AND RECEIVABLES

Whirlpool shall procure that there are no Intra-Group Payables or Intra-Group Receivables outstanding between Whirlpool Europe Group Companies on the one hand and Whirlpool Retained Group Companies on the other hand at Completion.

Ardutch shall procure that there are no Intra-Group Payables or Intra-Group Receivables outstanding between Ardutch Europe Group Companies or the Buyer Group on the one hand and Ardutch Retained Group Companies on the other hand at Completion other than any such Intra-Group Payables or Intra-Group Receivables arising out of or in connection with the cash-pooling arrangements operated by the Ardutch Group in which any of the Ardutch Europe Group Companies or Buyer Group Companies (as applicable) participate.

Each of Ardutch and Whirlpool shall procure that each Intra-Group Trading Amount owed by the Whirlpool Retained Group Companies or the Ardutch Retained Group Companies (as applicable) to a Buyer Group Company at Completion is settled in the ordinary course of business and in accordance with the terms on which such Intra-Group Trading Amount was incurred.

The Buyer shall procure that each Intra-Group Trading Amount owed by a Buyer Group Company to the Whirlpool Retained Group Companies or the Ardutch Retained Group Companies (as applicable) at Completion is settled in the ordinary course of business and in accordance with the terms on which such Intra-Group Trading Amount was incurred.

POST-COMPLETION OBLIGATIONS

The Buyer undertakes to Whirlpool (for itself and as agent and trustee for each other Whirlpool Group Company) that it shall procure that, as soon as reasonably practicable after the Completion Date and in any event within 90 Business Days after the Completion Date (the “De-branding Period”), that:

the name of any Buyer Group Company which consists of or incorporates the words “Whirlpool”, “Wpro”, “KitchenAid”, “Maytag”, “JennAir”, “Brastemp”, “Consul”, “InSinkErator”, “Amana”, “Acros”, “Yummly”, “Swash”, “Everydrop”, “Affresh”, “Gladiator” or any other brands or secondary marks owned by Whirlpool or the Whirlpool Group ” that are notified to the Buyer prior to Completion (the “Whirlpool Names”), is changed to a name which does not include and, in Whirlpool’ reasonable opinion, is not confusingly similar to such words; and

unless permitted under the provisions of the Whirlpool Brand Licence Agreement, IP Usage Agreement, Engineering Services Agreement or Whirlpool Transitional Services Agreement, any domain names, email addresses, communication (print or electronic), documents, stationery, advertisements, and advertisement equipment consisting of or incorporating the Whirlpool Names cease to be used and are replaced with a name which, does not include and, in Whirlpool’s reasonable opinion, is not confusingly similar to such words (the “Branded Articles”).

The undertakings in Clause 10.1 are intended for the benefit of Whirlpool and each other Whirlpool Group Company, each of whom may enforce Clause 10.1 under and in accordance with the Contracts (Rights of Third Parties) Act 1999.

If, despite having used all reasonable endeavours to transition away from the use of any company names, domain names or email addresses consisting of or incorporating the Whirlpool Names in accordance with Clause 10.1, the Buyer is unable to do so within 90 Business Days of the Completion Date without causing material disruption to the business of the Buyer Group, the Buyer may request an extension to the De-branding Period of up to 90 additional Business Days in which to complete the necessary transition, and Whirlpool shall not unreasonably withhold, delay or condition its consent to such request. If Whirlpool provides its consent to an extension pursuant to this Clause 10.3, such consent shall be deemed to be given on its own behalf and on behalf of each other member of the Whirlpool Group and Whirlpool undertakes not to claim (and to procure that no other member of the Whirlpool Group claims) to the contrary.

Whirlpool hereby grants (and shall procure the grant of) a non-exclusive licence to the Buyer and the members of the Buyer Group for the duration of the De-branding Period to use the Whirlpool Names and Branded Articles in substantially the same manner as used by Whirlpool Group in the six months immediately preceding the date of this Agreement, and the Buyer shall not do anything that may reasonably be expected to prejudice the validity or enforceability of the Whirlpool Names. In the event of any conflict between the terms of this Clause 10 and the Whirlpool Brand Licence Agreement, the Whirlpool Brand Licence Agreement shall prevail.

In respect of Third Party Guarantees:

the Buyer shall use all reasonable endeavours to ensure that within the six month period immediately following Completion, Whirlpool and each Affiliate of Whirlpool is released from all Third Party Guarantees given by Whirlpool or any Affiliate of Whirlpool in respect of obligations of any Buyer Group Company and, pending release of any such Third Party Guarantee, the Buyer shall indemnify Whirlpool and each Affiliate of Whirlpool that has given any such Third Party Guarantee against, and shall pay on demand (on a euro for euro basis) an amount equal to all Losses arising after Completion under or by reason of such Third Party Guarantee; and

each Seller shall use all reasonable endeavours to ensure that as soon as reasonably practicable after Completion, each Buyer Group Company is released from all Third Party Guarantees given by it in respect of obligations of such Seller or any of its Affiliates (other than another Buyer Group Company), and, pending release of any such Third Party Guarantee, such Seller shall indemnify the Buyer and each Buyer Group Company that has given any such Third Party Guarantee on demand (on a euro for euro basis) against all Losses arising after Completion under or by reason of such Third Party Guarantee.

The Buyer shall, and shall procure that each Buyer Group Company will:

preserve and maintain all books, records and documents which relate to the Buyer Group or any Buyer Group Company and pertain to events occurring prior to Completion and which are required by that Seller or its Representatives for Tax, regulatory or accounting purposes or to comply with any applicable Law or requirement of any Authority and which are in the Buyer’s or a member of the Buyer Group’s or a member of the Ardutch Group’s, or Koç Holding or its subsidiary undertakings’, possession or control; and

make all such books, records and documents which relate to the Buyer Group (insofar as the same record matters occurring on or before Completion) available for inspection by each Seller and its Representatives, and, subject to reasonable advance notice being given, to permit each Seller and its Representatives to have access during normal Working Hours to, and to take copies (at such person’s own expense) of such books, records and documents, and to otherwise provide reasonable information and assistance and reasonable access to any director, officer, employee or agent or adviser of the Buyer Group, in each case to the extent reasonably required by that Seller or its Representatives for Tax, regulatory or accounting purposes or to comply with any applicable Law or requirement of any Authority, whether or not such requirement has the force of law and subject to reasonable advance notice being given,

Each Seller, the Buyer and each of their respective Affiliates agree that Whirlpool may, in its or any of its Affiliate’s, as relevant, exclusive discretion, make elections described in Treasury Regulations section 1.245A-5(e)(3) with respect to any Buyer Group Company in connection with the Transaction. Whirlpool shall promptly notify Ardutch of any election made pursuant to this Clause 10.7.

As soon as reasonably practicable following Completion, the Buyer shall procure that its shareholder register is updated to reflect Whirlpool as the holder of the Whirlpool Buyer Shares and shall deliver an extract of the shareholder register as so updated to Whirlpool.

PRODUCT LIABILITY INSURANCE

As soon as reasonably practicable following the date of this Agreement and, in any event, prior to Completion, subject to Whirlpool fulfilling its obligations in Clause 11.3, the Buyer shall, at its own cost and expense, procure product liability insurance for the Buyer Group in respect of all products that are sourced, manufactured or sold by the Buyer Group or by a member of the Ardutch Group in connection with the business of the Buyer Group after Completion other than Whirlpool Post-Completion Products, such insurance to commence with effect from Completion on terms that are similar to the product liability insurance covering the Ardutch Group as at the date of this Agreement (the “Product Liability Insurance”).

On or prior to the third anniversary of Completion, subject to Whirlpool fulfilling its obligations in Clause 12.3, the Buyer shall, at its own cost and expense, procure product liability insurance for the Buyer Group in respect of all:

Ardutch Pre-Completion Products;

Ardutch Post-Completion Products;

Whirlpool Pre-Completion Products; and

Whirlpool Post-Completion Products,

As soon as reasonably practicable following the date of this Agreement, Whirlpool shall liaise with insurance brokers to procure proposals for the Buyer to obtain the Product Liability Insurance and the Run-Off Product Liability Insurance.

PROTECTIVE COVENANT

Ardutch and the Ardutch Guarantor undertake to Whirlpool, the Buyer and each member of the Group and Whirlpool and the Whirlpool Guarantor undertake to Ardutch, the Buyer and each member of the Group that they shall not and shall procure that none of their respective Affiliates shall:

during the three year period following Completion, directly or indirectly carry on or be employed, engaged or interested in any Restricted Business in the Relevant Territories;

during the period from (and including) the date of this Agreement until (and excluding) the third anniversary of Completion, deal with or canvass, solicit or seek to solicit the custom of any person who has been a customer of the Ardutch Europe Business (in respect of Whirlpool, Ardutch, the Ardutch Guarantor and the Whirlpool Guarantor) or the Whirlpool Europe Business (in respect of Ardutch, Whirlpool, the Whirlpool Guarantor and the Ardutch Guarantor) or the Group (in respect of Whirlpool, the Whirlpool Guarantor, Ardutch and the Ardutch Guarantor during the relevant period following Completion) at any time within the 12 months immediately prior to the date of this Agreement, in each case in a manner which is outside the ordinary course of business and competition, so as to harm the goodwill of, the Ardutch Europe Business, the Whirlpool Europe Business or the Group (as applicable);

during the period from (and including) the date of this Agreement until (and excluding) the third anniversary of Completion, directly or indirectly offer employment to, enter into a contract for the services of, or attempt to entice away from the Ardutch Europe Business (in respect of Whirlpool and the Whirlpool Guarantor) or the Whirlpool Europe Business (in respect of Ardutch and the Ardutch Guarantor) or the Group (in respect of Whirlpool, the Whirlpool Guarantor, Ardutch and the Ardutch Guarantor during the relevant period following Completion), any individual who is at that time, and was at the date of this Agreement, employed or directly engaged in an executive or managerial position with the Ardutch Europe Business or the Whirlpool Europe Business (as applicable), except for:

a person who responds, without any form of approach or solicitation by or on behalf of such Seller or any Affiliate of such Seller, to a general public advertisement made in the ordinary course of business which is not intended to target any specific person;

a Ardutch In-Scope Employee or a Whirlpool In-Scope Employee whose employment or engagement with the Ardutch Europe Business, the Whirlpool Europe Business or the Group (as applicable) has been terminated; or

a person who participates in the ordinary course in the mobility, rotation or talent development programmes of the Ardutch Group;

during the period from (and including) the date of this Agreement until (and excluding) the third anniversary of Completion, solicit or entice away from the Ardutch Europe Business (in respect of Whirlpool, Ardutch, the Ardutch Guarantor and the Whirlpool Guarantor) or the Whirlpool Europe Business (in respect of Ardutch, Whirlpool, the Whirlpool Guarantor and the Ardutch Guarantor) or the Group (in respect of Whirlpool, the Whirlpool Guarantor, Ardutch and the Ardutch Guarantor during the relevant period following Completion) any supplier who had supplied goods and/or services to the Ardutch Europe Business or the Whirlpool Europe Business (as applicable), in each case, at any time during the 12 months immediately prior to the date of this Agreement if that solicitation or enticement causes or could cause such supplier to cease supplying those goods and/or services to the Ardutch Europe Business or the Whirlpool Europe Business (as applicable); and

do or say anything or make any direct or indirect public statement that party or any of its Affiliates knows or ought reasonably to know will disparage, defame, or be harmful to the goodwill of, the Ardutch Europe Business, the Ardutch Europe Group, Ardutch or the Ardutch Group (in respect of Whirlpool and the Whirlpool Guarantor) or the Whirlpool Europe Business, the Whirlpool Europe Group, Whirlpool or the Whirlpool Group (in respect of Ardutch and the Ardutch Guarantor) or the Group (in respect of Whirlpool, the Whirlpool Guarantor, Ardutch and the Ardutch Guarantor during the relevant period following Completion), provided that nothing in this Clause 12.1(e) is intended to prohibit or restrict such person from responding truthfully to any governmental investigation, legal process or inquiry related thereto, making good faith rebuttals of another person’s untrue or materially misleading statements, or making any bona fide general competitive statements or communications without malice in the ordinary course of competition.

The restrictions in Clause 12.1(a):

shall not apply (or as the case may be shall cease to apply) to the extent that:

Whirlpool or any of its Affiliates acquires a company or business and, as a result of that acquisition, acquires a company or business which carries on a Restricted Business provided that the Restricted Business of the company or business acquired: (A) has revenue of less than EUR 300 million (as adjusted for inflation measured from the date of this Agreement to the date of such acquisition) in respect of MDA in the Relevant Territories; and (B) generates less than 25% of the global revenues of the relevant company or business acquired through MDA in the Relevant Territories;

Ardutch or any of its Affiliates acquires a company or business and, as a result of that acquisition, acquires a company or business which:

carries on a Restricted Business provided that the Restricted Business of the company or business acquired has revenue of less than EUR 400 million (as adjusted for inflation measured from the date of this Agreement to the date of such acquisition) in respect of SDA in the Relevant Territories; and/or

carries on a Restricted Business provided that the Restricted Business of the company or business acquired: (I) has revenue of less than EUR 300 million (as adjusted for inflation measured from the date of this Agreement to the date of such acquisition) in respect of MDA in the Relevant Territories; and (II) generates less than 25% of the global revenues of the relevant company or business acquired through MDA in the Relevant Territories; and/or

subject always to the Company first pursuing debt financing in accordance with Clause 13.1 of the Shareholders’ Agreement if the Company requires additional finance in order to acquire a specific company or business which carries on a Restricted Business for an agreed purchase price (the “Agreed Price”) and, following the application of Clauses 13.5 to 13.10 of the Shareholders’ Agreement:

the Shareholders which are members of the Whirlpool Group do not, in aggregate, apply for at least the aggregate Relevant Entitlement (as such term is defined in the Shareholders’ Agreement) of the Whirlpool Corporate Group (as such term is defined in the Shareholders’ Agreement) in respect of such Relevant Securities (as such term is defined in the Shareholders’ Agreement); and

Shareholders which are members of the Ardutch Corporate Group (as such term is defined in the Shareholders’ Agreement) apply for, in aggregate, at least the aggregate Relevant Entitlement of the Ardutch Corporate Group in respect of such Relevant Securities, and that specific company or business which carries on the Restricted Business is then acquired by a member of the Ardutch Group (as such term is defined in the Shareholders’ Agreement) for no less than the Agreed Price;

do not prohibit Whirlpool or any of its Affiliates from:

carrying on or developing the InSinkErator Business;

exporting, importing, manufacturing, selling, advertising, marketing, commercialising, providing after sale services and/or distributing, in each case, for end use in Saudi Arabia only, any Maytag branded products or parts manufactured in the Americas;

exporting, importing, manufacturing, selling, advertising, marketing, commercialising, providing after sale services and/or distributing any KitchenAid branded products or parts other than MDA products;

exporting, importing, manufacturing, selling, advertising, marketing, commercialising, providing after sale services and/or distributing any KitchenAid branded MDA products, subject to compliance with applicable Antitrust Laws, including putting in place strict confidentiality arrangements and information barriers with respect to any commercially sensitive information of the Group in respect of MDA; or

carrying on or developing a Commercial Business; and

do not prohibit Ardutch or any of its Affiliates from carrying on or developing the HVAC Business.

Nothing in this Clause 12 shall restrict any of Whirlpool, Ardutch or their Affiliates from:

holding, in aggregate, less than 3% of any class of shares or debentures listed on the London Stock Exchange or any other recognised exchange in any jurisdiction; or

acquiring any interest in a company or business where such person and its Affiliates will not Control the relevant company or business, provided that such company or business is not a Restricted Transferee or an Affiliate of a Restricted Transferee.

For the purposes of this Clause 12, references to an Affiliate of a party shall include any Affiliate of that party at the date of this Agreement (other than any Group Company), notwithstanding that it may subsequently cease to be such an Affiliate, provided that it shall cease to apply to such person on the date falling 12 months after the date on which such person ceased to be an Affiliate of that party.

The Buyer undertakes to Whirlpool and each member of the Whirlpool Group that no member of the Group shall (and Ardutch shall procure that no member of the Group shall) do or say anything or make any direct or indirect public statement that it or any of its Affiliates knows or ought reasonably to know will disparage, defame, or be harmful to the goodwill of, Whirlpool or any member of the Whirlpool Group, provided, however, that nothing in this Clause 12.5 is intended to prohibit or restrict such person from responding truthfully to any governmental investigation, legal process or inquiry related thereto, making good faith rebuttals of another person’s untrue or materially misleading statements, or making any bona fide general competitive statements or communications without malice in the ordinary course of competition.

The undertakings in this Clause 12 given by Ardutch and the Ardutch Guarantor are intended for the benefit of Whirlpool and the Group and apply to actions carried out by Ardutch or any of its Affiliates (other than the Buyer Group Companies) in any capacity whatsoever and whether directly or indirectly, on the behalf of it, its Affiliates, or any other person or jointly with any other person.

The undertakings in this Clause 12 given by Whirlpool and the Whirlpool Guarantor are intended for the benefit of Ardutch and the Group and apply to actions carried out by Whirlpool or any of its Affiliates in any capacity whatsoever and whether directly or indirectly, on the behalf of it, its Affiliates, or any other person or jointly with any other person.

The undertakings in Clause 12.5 are intended for the benefit of Whirlpool and each member of the Whirlpool Group and apply to actions carried out by any Group Company in any capacity whatsoever and whether directly or indirectly, on its behalf or on behalf of any other person or jointly with any other person.

Each party agrees that the undertakings contained in this Clause 12 are reasonable and necessary for the protection of the legitimate interests of the party to whom they are given and shall be construed as separate and independent undertakings. If any undertaking contained in this Clause 12 is found to be void or unenforceable but would be valid and enforceable if some part or parts of the undertaking were deleted, such undertaking shall apply with such modification as may be necessary to make it valid and enforceable.

Each party acknowledges that damages may not be an adequate remedy for any breach of the undertakings in this Clause 12 and that the remedies of injunction, specific performance and any other equitable relief may be sought for any threatened or actual breach of such undertakings.

Without prejudice to Clause 12.9, if any undertaking in this Clause 12 is found by any court or other competent authority to be void or unenforceable the parties shall negotiate in good faith to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces.

References in this Clause 12 to an Affiliate of Ardutch or the Ardutch Guarantor shall include Koç Holding and any Affiliate of Koç Holding only if any shares in the Buyer are directly held by Koç Holding or its Affiliates (other than the Ardutch Group) or the benefit of this Agreement is assigned to Koç Holding or its Affiliate (other than a member of the Ardutch Group) pursuant to Clause 29, and, in such circumstances, Affiliates of Koç Holding shall include the Ardutch Guarantor and its Affiliates.

WRONG POCKETS

If, and to the extent that, after Completion it is established that any rights, obligations, assets, liabilities or claim (excluding any Non-Wrong Pockets Item) (or part thereof) which:

are within the Whirlpool Agreed Perimeter are, following Completion, held by a member of the Whirlpool Group; or

are within the Ardutch Agreed Perimeter are, following Completion, held by a member of the Ardutch Group,

procure that the Seller Group Holder shall execute all such agreements or documents as may be necessary for the purpose of transferring the relevant Seller Wrong Pockets Item (or part thereof) held by the Seller Group Holder to a member of the Buyer Group nominated by the Buyer (referred to in this Clause 13.1 as the “Buyer Group Recipient”); and

use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Seller Wrong Pockets Item (or part thereof) in the Buyer Group Recipient and the Buyer shall procure that the Buyer Group Recipient accepts the transfer of such Seller Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Seller Group Holder necessary to ensure that the transfer is lawful and the relevant Seller shall procure that the Seller Group Holder shall indemnify (on a euro for euro basis) the Buyer Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Buyer Group Recipient),

the relevant Seller shall, and shall procure that the Seller Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable; and

pending such consent or approval being given, the relevant Seller shall ensure that the Seller Group Holder shall, where permitted by the terms on which the Seller Group Holder has the right to and responsibility for such Seller Wrong Pockets Item and hold the Seller Wrong Pockets Item (or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Buyer Group Recipient and allow the Buyer Group Recipient to have full enjoyment and use of, and responsibility for, such Seller Wrong Pockets Item.

Subject to Clause 13.4, if, and to the extent that, after Completion it is established that any rights, obligations, assets, liabilities or claim (excluding any Non-Wrong Pockets Item) (or part thereof) which are not within the Agreed Perimeter are, following Completion, held by a member of the Buyer Group (referred to in this Clause 13.2 as the “Target Group Holder”), save for pursuant to the Commercial Agreements (such right, obligation, asset, liability or claim being a “Target Group Wrong Pockets Item”), then the Buyer shall:

procure that the Target Group Holder shall execute all such agreements or documents as may be necessary for the purpose of transferring the relevant interest in the Target Group Wrong Pockets Item (or part thereof) held by the Target Group Holder to a member of the Ardutch Group nominated by Ardutch (if such asset was contributed by Ardutch) or the Whirlpool Group nominated by Whirlpool (if such asset was contributed by Whirlpool) (referred to in this Clause 13.2 as the “Seller Group Recipient”); and

use reasonable endeavours to do all such further acts or things as may be necessary to validly effect the transfer and vest the relevant interest in the Target Group Wrong Pockets Item (or part thereof) in the Seller Group Recipient and the relevant Seller shall procure that the Seller Group Recipient accepts the transfer of such Target Group Wrong Pockets Item and, where necessary, makes a payment (or additional payment) that is required to be made to the Target Group Holder necessary to ensure that the transfer is lawful and the Buyer shall procure that the Target Group Holder shall indemnify (on a euro-for-euro basis) the Seller Group Recipient for the equivalent amount (and if no consideration is required to make the transfer lawful, the transfer shall be made for nil consideration and without any liability for the Seller Group Recipient), provided that if any third party consent or approval is required for the transfer of such Target Group Wrong Pockets Item to be effective or lawful then:

the Buyer shall, and shall procure that the Target Group Holder shall, use reasonable endeavours to obtain that consent or approval as soon as reasonably practicable; and

pending such consent or approval being given, the Buyer shall ensure that the Target Group Holder shall, where permitted by the terms on which the Target Group Holder has the right to and responsibility for such Target Group Wrong Pockets Item (or part thereof), and any monies, goods or other benefits or obligations arising after Completion by virtue of it, as agent of and trustee for the Seller Group Recipient and allow the Seller Group Recipient to have full enjoyment and use of, and responsibility for, such Target Group Wrong Pockets Item.

All costs relating to the transfer of the relevant interest in any asset under Clauses 13.1, 13.2 or 13.4 (including any Taxation and any third party consent or approval fees, costs and expenses) shall be borne by the relevant Seller.

If at any time after Completion, any of the parties identifies an asset which is not within the Agreed Perimeter and is not a Whirlpool Excluded Asset or a Ardutch Excluded Asset, but which is being used or is relied upon by one or more members of the Ardutch Group or the Whirlpool Group and one or more members of the Buyer Group (and where the use of such asset: (a) cannot be addressed as an Omitted Service under the Whirlpool Transitional Services Agreement; and (b) is not the subject of any of the other Commercial Agreements) (a “Shared Asset”):

to the extent such asset can reasonably be separated without material cost or disruption and divided between the parties:

if that Shared Asset is held by a member of the Ardutch Group or the Whirlpool Group, Ardutch (in respect of a Shared Asset held by a member of the Ardutch Group) or Whirlpool (in respect of a Shared Asset held by a member of the Whirlpool Group) shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or liabilities relating to it, is transferred to the member of the Buyer Group nominated by the Buyer; and

if that Shared Asset is held by a member of the Buyer Group, the Buyer shall procure that the Shared Asset is so separated and the relevant part, together with any obligations or liabilities relating to it, is transferred to the member of the Ardutch Group or Whirlpool Group (as applicable) nominated by the relevant Seller; and

unless and until such time as the Shared Asset is separated in accordance with Clause 13.4(a) or if such asset cannot reasonably be separated without material cost or disruption and divided between the parties, Ardutch shall procure that the relevant member of the Ardutch Group (in the case of an asset held by a member of the Ardutch Group or the Buyer Group) or Whirlpool ((in the case of an asset held by a member of the Whirlpool Group) and the Buyer shall use reasonable endeavours to procure that the relevant member of the Ardutch Group or the Whirlpool Group (as applicable) (in the case of an asset held by a member of the Buyer Group) or the relevant member of the Buyer Group (in the case of an asset held by a member of the Ardutch Group or the Whirlpool Group), is licenced or otherwise has the right to use the Shared Asset until such separation occurs at no additional cost (which shall include using reasonable endeavours to procure any relevant permissions, consents, agreements or authorizations required from a third party).

Notwithstanding anything in Schedule 4 to the contrary in the event that, prior to the date falling six months after Completion, any member of the Whirlpool Group, the Ardutch Group or the Buyer Group discovers that, or it is found or asserted that following Completion: (i) any Whirlpool In-Scope Employees continue to be employed with the Whirlpool Group after Completion (a “Whirlpool Wrong Pocket Employee”); (ii) any Ardutch In-Scope Employees continue to be employed with the Ardutch Group after Completion (a “Ardutch Wrong Pocket Employee”); (iii) any Whirlpool Excluded Employee is employed by a member of the Whirlpool Europe Group after Completion (a “Whirlpool Excluded Wrong Pocket Employee”); or (iv) any Ardutch Excluded Employee is employed by a member of the Buyer Group (a “Ardutch Excluded Wrong Pocket Employee”) after Completion (each being a “Wrong Pocket Employee”, the employing entity being the “Wrong Pocket Employer” and the entity which should be employing the Wrong Pocket Employee being the “Rightful Employer”), the discovering party shall notify the respective other party without undue delay.

Upon:

the Buyer’s or any member of the Buyer’s Group’s request (where the Wrong Pocket Employer or the Rightful Employer is a Buyer Group Company); or

Whirlpool’s or any member of the Whirlpool Group’s request (where the Wrong Pocket Employer or the Rightful Employer is a Whirlpool Group Company); or

Ardutch’s or any members of the Ardutch Group’s request (where the Wrong Pocket Employer or the Rightful Employer is a Ardutch Group Company),

If the Rightful Employer is a member of the Buyer Group and:

the Whirlpool Wrong Pocket Employee does not accept an offer of employment made by the Buyer or a member of the Buyer Group’s pursuant to Clause 13.6 above; and

Whirlpool or a member of the Whirlpool Group terminates or serves notice to terminate the employment of that Whirlpool Wrong Pocket Employee (or such other employee of the relevant member of the Whirlpool Group whom it is required pursuant to applicable Law to select for termination in preference to the Whirlpool Wrong Pocket Employee) no later than six months after the Completion Date, then

the Buyer shall indemnify Whirlpool, for and hold Whirlpool harmless against the Employment Liabilities incurred by Whirlpool or a member of Whirlpool’ Group arising from or in connection with the employment following Completion and the termination of employment of such Whirlpool Wrong Pocket Employee. For the avoidance of doubt, this indemnity shall not apply if Whirlpool or a member of the Whirlpool Group does not terminate or serve notice of termination of employment in accordance with Clause 13.7(b) above.

If the Rightful Employer is a member of the Whirlpool Group and:

the Whirlpool Excluded Wrong Pocket Employee does not accept an offer of employment made by Whirlpool or a member of the Whirlpool Group pursuant to Clause 13.6; and

the Buyer or a member of the Buyer’s Group terminates or serves notice to terminate the employment of that Whirlpool Excluded Wrong Pocket Employee (or such other employee of the relevant member of the Buyer’s Group whom it is required pursuant to applicable law to select for termination in preference to the Whirlpool Excluded Wrong Pocket Employee) no later than six months after the Completion Date; then

Whirlpool, shall indemnify the Buyer for and hold the Buyer harmless against the Employment Liabilities incurred by the Buyer or a member of the Buyer’s Group arising from or in connection with the employment and the termination of such Whirlpool Excluded Wrong Pocket Employee. For the avoidance of doubt, this indemnity shall not apply if the Buyer or member of the Buyer Group does not terminate or serve notice of termination of employment in accordance with Clause 13.8(b) above.

If the Rightful Employer is a member of the Buyer Group and:

the Ardutch Wrong Pocket Employee does not accept an offer of employment made by the Buyer or a member of the Buyer Group pursuant to Clause 13.6; and

Ardutch or a member of the Ardutch’s Group terminates or serves notice to terminate the employment of that Ardutch Wrong Pocket Employee (or such other employee of the relevant member of the Ardutch Group whom it is required pursuant to applicable law to select for termination in preference to the Ardutch Wrong Pocket Employee) no later than six months after the Completion Date; then

the Buyer, shall indemnify Ardutch for and hold Ardutch harmless against the Employment Liabilities incurred by Ardutch or a member of Ardutch’s Group arising from or in connection with the employment following Completion and the termination of employment of such Ardutch Wrong Pocket Employee. For the avoidance of doubt, this indemnity shall not apply if Ardutch or member of Ardutch Group does not serve notice of termination of the employment in accordance with Clause 13.9(b) above.

If the Rightful Employer is a member of the Ardutch Group and:

the Ardutch Excluded Wrong Pocket Employee does not accept an offer of employment made by Ardutch or a member of the Ardutch Group pursuant to Clause 13.6 or otherwise does not transfer to Ardutch or a member of the Ardutch Group; and

the Buyer or a member of the Buyer’s Group terminates or serves notice to terminate the employment of that Ardutch Excluded Wrong Pocket Employee (or such other employee of the relevant member of the Buyer’s Group whom it is required pursuant to applicable law to select for termination in preference to the Ardutch Excluded Wrong Pocket Employee) no later than six months after the Completion Date; then

Ardutch, shall indemnify the Buyer for and hold the Buyer harmless against the Employment Liabilities incurred by the Buyer or a member of the Buyer’s Group arising from or in connection with the employment and the termination of employment of such Ardutch Excluded Wrong Pocket Employee. For the avoidance of doubt, this indemnity shall not apply if the Buyer or member of the Buyer Group does not terminate or serve notice of termination of the employment in accordance with Clause 13.10(b) above.

Whirlpool, Ardutch and the Buyer agree to cooperate in good faith to minimise the costs and liabilities which are subject to the indemnities referred to in Clauses 13.7(c), 13.8(c), 13.9(c) and 13.10(c).

VAT

WARRANTIES AND UNDERTAKINGS OF THE SELLERS

Ardutch warrants to Whirlpool and the Buyer that each of the Ardutch Fundamental Warranties is true and accurate:

as at the date of this Agreement; and

as at immediately prior to Completion (for these purposes only, any reference made to the date of this Agreement (whether express or implied) in any Ardutch Fundamental Warranty shall be construed as a reference to the Completion Date, save for references to the contents of the Ardutch Data Room and Group Information Schedule).

Ardutch warrants to the Buyer that each of the Ardutch Warranties is true and accurate:

as at the date of this Agreement; and

as at immediately prior to Completion (for these purposes only, any reference made to the date of this Agreement (whether express or implied) in any Ardutch Warranty shall be construed as a reference to the Completion Date, save for references to the contents of the Ardutch Data Room and Group Information Schedule).

Whirlpool warrants to Ardutch and to the Buyer that each of the Whirlpool Fundamental Warranties is true and accurate:

as at the date of this Agreement; and

as at immediately prior to Completion (for these purposes only, any reference made to the date of this Agreement (whether express or implied) in any Whirlpool Fundamental Warranty shall be construed as a reference to the Completion Date, save for references to the contents of the Whirlpool Data Room and Group Information Schedule).

Whirlpool warrants to the Buyer that each of the Whirlpool Warranties is true and accurate:

as at the date of this Agreement; and

as at immediately prior to Completion (for these purposes only, any reference made to the date of this Agreement (whether express or implied) in any Whirlpool Warranty shall be construed as a reference to the Completion Date, save for references to the contents of the Whirlpool Data Room and Group Information Schedule).

Each of the Warranties shall be construed as being separate and independent and, except where this Agreement provides otherwise, is not limited by any provision of this Agreement or any other Warranty.

A reference in a Warranty to the expression “so far as Whirlpool is aware” or “so far as Ardutch is aware” (or any similar expression) means:

in respect of the Whirlpool Warranties, the actual knowledge of:

in respect of the Ardutch Warranties, the actual knowledge of:

Notwithstanding any other provision of this Agreement, the provisions of this Clause 15 and Schedule 7 shall operate to limit or exclude the liability of each Seller in respect of any Claim.

The parties acknowledge and agree that:

the Warranties referred to in Clauses 15.2 and 15.4 are being given by the relevant Seller only to the Buyer; and

any claim in respect of a breach of any Warranty given by a Seller to the Buyer may only be brought: (i) after Completion; and (ii) by the Buyer.

Whirlpool undertakes that no Whirlpool Europe Group Company shall, and Ardutch undertakes that no Ardutch Europe Group Company or Buyer Group Company shall, incur or bear any Transaction Costs.

UNDERTAKINGS OF THE BUYER

The Buyer warrants to each Seller as at the date of this Agreement and as at immediately prior to Completion that:

the Buyer is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

the Buyer has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is (or will be) a party in accordance with their terms, other than final approval to issue the Buyer Shares;

this Agreement and the other Transaction Documents to which it is (or will be) a party constitute (or shall constitute when executed) valid, legal and binding obligations on the Buyer in accordance with their terms; and

the execution and delivery of this Agreement and the other Transaction Documents to which the Buyer is (or will be) a party by the Buyer and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the constitutional documents of the Buyer or any Law, order or judgment that applies to or binds the Buyer, in each case, which would have a material adverse effect on this Agreement, the other Transaction Documents or the Group.

The Buyer undertakes to obtain, prior to Completion, final approval to issue the Buyer Shares.

The Buyer acknowledges and agrees that except in the case of fraud and without prejudice to any rights, remedies or other matter agreed in, or contemplated by, the Transaction Documents (including any such rights or remedies pursuant to the terms of, or in respect of a breach of, any Transaction Document (including a Warranty Claim or an Indemnity Claim)):

it has no rights or remedies against and shall not bring or make any claim, proceeding, suit or action in connection with any of the transactions contemplated in any of the Transaction Documents against any Affiliate of any Seller, Koç Holding or any of its Affiliates, any provider of investment or finance to any Seller, or each of the forgoing’s respective current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 16.3(a) under and in accordance with the Contracts (Rights of Third Parties) Act 1999), and the Buyer hereby irrevocably releases, waives, forfeits and/or extinguishes any such claim, proceeding, suit or action; and

on and from Completion, the Buyer shall procure that no other Buyer Group Company will assert any rights or remedies against, or any basis for bringing any claim, proceeding, suit or action against, any Seller, its Affiliates. Koç Holding or any of its Affiliates or and of their respective Connected Persons (each of which shall be entitled to enforce this Clause 16.3(b) under and in accordance with the Contracts (Rights of Third Parties) Act 1999), in each case, in connection with any of the transactions contemplated in any of the Transaction Documents and with effect from Completion, the Buyer shall procure that no Buyer Group Company brings any such claim, proceeding, suit or action.

Each Seller acknowledges and agrees that except in the case of fraud and without prejudice to any rights, remedies or other matter agreed in, or contemplated by, the Transaction Documents (including any such rights or remedies pursuant to the terms of, or in respect of a breach of, any Transaction Document (including a Warranty Claim or an Indemnity Claim)):

it has no rights or remedies against and shall not bring or make any claim, proceeding, suit or action in connection with any of the transactions contemplated in any of the Transaction Documents against any Affiliate of the other Seller, any provider of investment or finance to the other Seller, or each of the forgoing’s respective current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 16.4(a) under and in accordance with the Contracts (Rights of Third Parties) Act 1999), and each Seller hereby irrevocably releases, waives, forfeits and/or extinguishes any such claim, proceeding, suit or action to the maximum extent permitted by Law; and

on and from Completion, each Seller shall procure that none of its Affiliates will assert any rights or remedies against, or any basis for bringing any claim, proceeding, suit or action against, any Affiliates of the other Seller or any of their respective Connected Persons (each of which shall be entitled to enforce this Clause 16.4(b) under and in accordance with the Contracts (Rights of Third Parties) Act 1999), in each case, in connection with any of the transactions contemplated in any of the Transaction Documents and with effect from Completion, Whirlpool shall procure that no Whirlpool Group Company brings any such claim, proceeding, suit or action and Ardutch shall procure that no Ardutch Group Company brings any such claim, proceeding, suit or action.

With effect from Completion, to the maximum extent permitted by Law, the Buyer hereby grants, on its own behalf and as agent for and on behalf of each other Buyer Group Company, a release and full discharge to each director of a Whirlpool Europe Group Company or a Ardutch Europe Group Company resigning at Completion from any and all liabilities or obligations to a Buyer Group Company and with effect from Completion hereby waives on its behalf and as agent for and on behalf of each other Buyer Group Company any and all claims each Buyer Group Company has or may have against such persons in connection with his appointment as a director of, or employment with, or conduct in relation to, any Buyer Group Company (except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents).

WARRANTIES AND UNDERTAKINGS OF EACH GUARANTOR

The Ardutch Guarantor warrants to Whirlpool and the Buyer, and the Whirlpool Guarantor warrants to Ardutch and the Buyer, as at the date of this Agreement and as at immediately prior to Completion that:

it is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party in accordance with their terms;

this Agreement and the other Transaction Documents to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on it in accordance with their terms; and

the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by it and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, its constitutional documents, any agreement or instrument to which it is a party or by which it is bound, or any Law, order or judgment that applies to or binds it or any of its property, in each case, which would have a material adverse effect on this Agreement, the other Transaction Documents or the Transaction or would have an adverse impact on the guarantee given by it under this Clause 17.

The Ardutch Guarantor in respect of Ardutch and the Buyer only, and the Whirlpool Guarantor in respect of Whirlpool only, irrevocably and unconditionally:

guarantees, as a primary obligation to Whirlpool, the Whirlpool Guarantor and the Buyer (in the case of the Ardutch Guarantor) and Ardutch, the Ardutch Guarantor and the Buyer (in the case of the Whirlpool Guarantor), the due and punctual performance by Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) and Whirlpool (in the case of the Whirlpool Guarantor) of all of its Guaranteed Obligations;

undertakes to Whirlpool, the Whirlpool Guarantor and the Buyer (in the case of the Ardutch Guarantor) and Ardutch, the Ardutch Guarantor and the Buyer (in the case of the Whirlpool Guarantor) that:

whenever Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) or Whirlpool (in the case of the Whirlpool Guarantor) does not pay any amount when due under or in connection with the Guaranteed Obligations, the Ardutch Guarantor or the Whirlpool Guarantor (as applicable) shall immediately on demand and without deduction or withholding pay that amount as if the Ardutch Guarantor or the Whirlpool Guarantor (as applicable) was the principal obligor; and

whenever Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) or Whirlpool (in the case of the Whirlpool Guarantor) fails to perform any other Guaranteed Obligation, the Ardutch Guarantor or the Whirlpool Guarantor (as applicable) shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Guaranteed Obligation, so that the same benefits are conferred on such person as it would have received if such Guaranteed Obligations had been performed and satisfied by the Buyer, Ardutch or Whirlpool (as applicable);

shall indemnify Whirlpool, the Whirlpool Guarantor and the Buyer (in the case of the Ardutch Guarantor) and Ardutch, the Ardutch Guarantor and the Buyer (in the case of the Whirlpool Guarantor) against, and pay on demand (on a euro for euro basis) an amount equal to all Losses which such person may suffer or incur (whether directly or indirectly) as a result of any failure by Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) or Whirlpool (in the case of the Whirlpool Guarantor) to discharge and/or perform any of its Guaranteed Obligations.

The guarantee in Clause 17.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by the relevant Seller and/or Buyer in respect of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) or Whirlpool (in the case of the Whirlpool Guarantor) or any discharge of any obligations of Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) or Whirlpool (in the case of the Whirlpool Guarantor) or any security for those obligations or otherwise is avoided or reduced as a result of insolvency or any similar event:

the liability of Ardutch and/or the Buyer (in the case of the Ardutch Guarantor) and Whirlpool (in the case of the Whirlpool Guarantor) shall continue as if the payment discharge, avoidance or reduction had not occurred; and

the beneficiary of the guarantee shall be entitled to recover the value or amount of that security or payment from the Ardutch Guarantor or the Whirlpool Guarantor (as applicable), as if the payment, discharge, avoidance or reduction had not occurred.

The obligations of each of the Ardutch Guarantor and the Whirlpool Guarantor under this Clause 17 will not be affected by any act, omission, matter or thing which, but for this Clause 17.5, would reduce, release or prejudice any of its obligations under this Clause 17 (whether or not known to them or any beneficiary thereof) including:

any incapacity or lack of power, authority or legal personality of or dissolution, amalgamation, reconstruction or change in the members or status of the relevant Seller, the Buyer, the beneficiary of the guarantee or any other person;

any amendment (however fundamental) or replacement of any of the Guaranteed Obligations or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Agreement or any other document or security; or

any insolvency or similar proceedings.

Each of the Ardutch Guarantor and the Whirlpool Guarantor waives any right it may have of first requiring the beneficiary of the guarantee to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Ardutch Guarantor or the Whirlpool Guarantor (as applicable) in respect of the relevant Guaranteed Obligations. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

For the avoidance of doubt:

the guarantee given by the Whirlpool Guarantor, in this Clause 17 is in relation to the Guaranteed Obligations owed by Whirlpool under this Agreement only, and no guarantee or indemnity is given by the Whirlpool Guarantor in respect of any obligations of the Buyer, the Buyer Group, Ardutch or any other party under this Agreement; and

the guarantee given by the Ardutch Guarantor, in this Clause 17 is in relation to the Guaranteed Obligations owed by Ardutch and/or the Buyer under this Agreement only, and no guarantee or indemnity is given by the Ardutch Guarantor in respect of any obligations of the Buyer Group, Whirlpool or any other party under this Agreement.

INDEMNITIES

The parties shall comply with Schedule 3 in relation to the Indemnities given by the relevant Seller.

EMPLOYEE INCENTIVES

Unless otherwise agreed in writing between Whirlpool and Ardutch, Whirlpool will be liable for:

satisfying or paying any incentive plan awards or other variable remuneration (whether in a cash or non-cash form) awarded to or earned or accrued by a Whirlpool In-Scope Employee prior to Completion under the Whirlpool Incentive Plans and/or any incentives arrangements (including, without limitation, any retention payments or bonuses (whether in a cash or non-cash form)) in connection with the Transaction (the “Whirlpool Awards”), including where the amount is due and payable or benefit (including shares in a Whirlpool Group Company) is due to be provided at or after Completion;

any employer’s social security, national insurance, apprenticeship levy or other similar contributions arising in relation to the Whirlpool Awards; and

any liability to account for employees’ social security, national insurance or other similar contributions and Tax due under a payroll withholding system payable to a Tax Authority arising in respect of any Whirlpool Awards (the “Whirlpool Award Payroll Cost”). To the extent that the Buyer or any member of the Buyer Group is otherwise liable for the Whirlpool Award Payroll Cost, Whirlpool will reimburse the Buyer (or the relevant member of the Buyer Group) for the relevant Whirlpool Award Payroll Cost so incurred.

Unless otherwise agreed in writing between Whirlpool and Ardutch, Ardutch will be liable for:

satisfying or paying any incentive plan awards or other variable remuneration (whether in a cash or non-cash form) awarded to or earned or accrued by a Ardutch In-Scope Employee prior to Completion under the Ardutch Incentive Plans and/or any incentives arrangements (including, without limitation, any retention payments or bonuses (whether in a cash or non-cash form)) in connection with the Transaction (the “Ardutch Awards”), including where the amount is due and payable or benefit (including shares in a Ardutch Group Company) at or after Completion;

any employer’s social security, national insurance, apprenticeship levy or other similar contributions arising in relation to the Ardutch Awards; and

any liability to account for employees’ social security, national insurance or other similar contributions and Tax due under a payroll withholding system payable to a Tax Authority arising in respect of any Ardutch Awards (the “Ardutch Award Payroll Cost”). To the extent that the Buyer or any member of the Buyer Group is otherwise liable for the Ardutch Award Payroll Cost, Ardutch will reimburse the Buyer (or the relevant member of the Buyer Group) for the relevant Ardutch Award Payroll Cost so incurred.

Any incentive arrangements, including without limitation any retention payments or bonuses (whether in a cash or non-cash form) which are awarded by a member of the Buyer Group in connection with the Transaction, at or after Completion and which are payable to a Whirlpool In-Scope Employee or a Ardutch In-Scope Employee after Completion, including any social security, national insurance, apprenticeship levy, Tax or other similar contributions arising in respect of such awards, shall be the liability of the Buyer Group.

To the extent Completion occurs after the end of a financial year but before an annual discretionary bonus payable to any Ardutch In-Scope Employee or Whirlpool In-Scope Employee for that financial year has been paid, the bonus amounts will be calculated by the relevant Seller in accordance with the bonus terms Disclosed. The relevant Seller will be liable for funding the relevant bonuses and all employer’s social security, national insurance, apprenticeship levy or other similar contributions arising in relation to any bonus paid in accordance with Clauses 19.1 or 19.2 (as applicable).

For the financial year in which Completion occurs, the treatment of any annual discretionary bonus for any Ardutch In-Scope Employee or Whirlpool In-Scope Employee for that financial year will be agreed in principle between the Sellers before Completion and documented as soon as reasonably practicable after Completion.

Notwithstanding Clauses 19.1, 19.2 or 19.4, if the Buyer or any other Buyer Group Company incurs any liability in relation to Whirlpool Awards, Ardutch Awards or annual discretionary bonus (in the latter case, for the financial year before Completion occurs), the relevant Seller shall pay the Buyer (for itself and as agent and trustee for and on behalf of each other member of the Buyer Group) an amount equal to:

any liabilities occurring at any time for the Buyer or any other Buyer Group Company (including any Tax payable to a Tax Authority and any liabilities resulting from a failure to deduct or recover such amounts or to pay properly over such amounts to a Tax Authority in accordance with the relevant laws) wherever as a result of assets (including shares) being provided and/or amounts being paid under or in connection with the Whirlpool Incentive Plans, the Ardutch Incentive Plans, annual discretionary bonus plans or similar arrangements operated by the Whirlpool Group or the Ardutch Group respectively before or at Completion; and

any liabilities occurring at any time for the Buyer or any other Buyer Group Company wherever incurred as a result of a failure to comply with any reporting and/or disclosure requirements of a Tax Authority in connection with the Whirlpool Incentive Plans, the Ardutch Incentive Plans, annual discretionary bonus plans or similar arrangements operated by the Whirlpool Group or the Ardutch Group respectively before or at Completion.

TAX COVENANT

PAYMENTS IN RESPECT OF RELEVANT TAX RELIEFS

In this Clause 21:

where the aggregate percentage of ordinary share capital of the Buyer held by members of the Whirlpool Group is the same throughout that Relevant Financial Year, that percentage; and

where the aggregate percentage of ordinary share capital of the Buyer held by members of the Whirlpool Group is not the same throughout that Relevant Financial Year (including for the avoidance of doubt where Whirlpool or any other member of the Whirlpool Group is a shareholder of the Buyer for part only of the Relevant Financial Year), a blended percentage calculated on a time-weighted average basis by reference to the aggregate percentage of ordinary share capital of the Buyer held by members of the Whirlpool Group for each part of the Relevant Financial Year for which such percentage is a different constant percentage from another part of the Relevant Financial Year (including for the avoidance of doubt any part of the Relevant Financial Year for which such percentage is nil);

If the utilisation of any Relevant Tax Relief results in a reduction in the amount of Tax (other than, for the avoidance of doubt, any Tax in respect of which the Buyer would be entitled to bring a Tax Claim) payable by a Group Company for a Relevant Financial Year (such reduction a “Relevant Tax Saving”), Ardutch shall pay to Whirlpool an amount equal to the Direct Payment Percentage for the Relevant Financial Year of the Relevant Tax Saving(a “Direct Tax Payment”), such Direct Tax Payment to be made within 60 Business Days of the date following the date on which the relevant Group Company’s Tax Return for the Relevant Financial Year is required to be submitted.

To the extent that, as at the end of the Relevant Period, members of the Whirlpool Group have not received in aggregate Direct Tax Payments and Equivalent Dividend Payments equal to 58% of the cumulative Relevant Tax Savings over the Relevant Period (any shortfall being the “Ten Year Shortfall”), Ardutch shall pay to Whirlpool, within 60 Business Days of the date following the date on which the last relevant Tax Return of a Group Company for the last financial year falling within the Relevant Period is required to be submitted, an amount equal to the Ten Year Shortfall.

The Buyer shall procure that any Relevant Tax Reliefs are utilised, and any Relevant Tax Savings obtained, on a commercially reasonable basis, in good faith and in accordance with the relevant Group Company’s normal practice, without having regard to the rights or obligations of the Buyer, Whirlpool or Ardutch under this Clause 21. The Buyer shall procure that all Tax Returns, computations, documents and substantive correspondence of the relevant Group Companies (insofar as any such Tax Return, computation, document or correspondence relates to the validity and/or availability of any Relevant Tax Relief) are prepared in a manner consistent with past practices (except to the extent necessary to comply with applicable Law)and, in particular, the Buyer will not, and shall procure that no Group Company shall, voluntarily forfeit any Relevant Tax Reliefs in any dealing with any Tax Authority.

The Buyer shall provide Whirlpool with copies of the statutory accounts and Tax Returns of Whirlpool EMEA S.p.A, Whirlpool Management EMEA Srl and Whirlpool Company Polska Spólka z o.o. in respect of each Relevant Financial Year as soon as reasonably practicable (and in any case within 10 Business Days of such statutory accounts and Tax Returns being filed with any Authority (including any Tax Authority)). In addition, the Buyer shall, as soon as reasonably practicable, provide to Whirlpool any other documentation or information relating to any Relevant Tax Reliefs reasonably requested in writing by Whirlpool.

At Whirlpool’s request and expense, the Buyer shall, as soon as reasonably practicable, procure that the auditors or, if different, relevant third-party tax return preparers for the time being of the relevant Group Company determine and/or certify whether and to what extent any Relevant Tax Relief has been utilised in respect of a Relevant Financial Year and the timing and quantum of any Relevant Tax Saving arising therefrom and that Whirlpool is provided with a copy of such determination and/or certification in writing promptly upon receipt by the Buyer of the same.

A worked example of this Clause 21 for information purposes only is set out at Appendix 2.

CONFIDENTIALITY AND ANNOUNCEMENTS

Subject to Clause 22.4, each party:

shall treat, and shall procure that its Affiliates treat, as strictly confidential:

the provisions of this Agreement and the other Transaction Documents (including the identities of the parties to such agreements), their subject matter and any documents referred to therein and the process of their negotiation;

in the case of Ardutch, the Ardutch Guarantor and the Buyer, any information directly or indirectly received or held by them or any of their respective Representatives which relates to Whirlpool or any Affiliate of Whirlpool (excluding, with effect on and from Completion, any member of the Whirlpool Europe Group); and

in the case of Whirlpool and the Whirlpool Guarantor, any information directly or indirectly received or held by them or any of their respective Representatives which relates to Ardutch or any Affiliate of Ardutch,

shall not, and shall procure that its Affiliates shall not, except with the prior written consent of the party to whom the Confidential Information relates (which shall not be unreasonably withheld or delayed), make use of (except for the purposes of performing its obligations or exercising its rights under this Agreement or any other Transaction Document) or disclose to any person (other than its Representatives in accordance with Clause 22.2) any Confidential Information.

Each party undertakes that it shall, and it shall procure that its Affiliates shall, only disclose Confidential Information to its Representatives for the purposes of the Transaction where it is reasonably required for the purposes of performing its obligations or exercising its rights under this Agreement or any other Transaction Document and only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 22 and instructed to comply with this Clause 22 as if they were a party to it.

Subject to Clause 22.4, each party shall not (and shall procure that its Affiliates shall not) make any announcement (including any communication to the public, to any customers, suppliers or employees of any Buyer Group Company) concerning the subject matter of this Agreement without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of: (a) in respect of an announcement by a member of the Ardutch Group or, a member of the Buyer Group, Whirlpool; and (b) in respect of an announcement by a member of the Whirlpool Group, Ardutch.

Clauses 22.1, 22.2 and 22.3 shall not apply if and to the extent that the party using or disclosing Confidential Information or making such announcement can demonstrate that:

such announcement is in the Agreed Form or comprises only information set out in an announcement in the Agreed Form;

such disclosure or announcement is required by Law or by any Authority (including, for the avoidance of doubt, any Tax Authority) having applicable jurisdiction over it and/or any of its Affiliates;

such disclosure is required or appropriate for the purposes or the preparation of, or to be included within any accounts, financial statements and/or the Tax Returns or other submissions to or communications with any Tax Authority in connection with the Tax affairs of the disclosing party and/or any of its Affiliates;

such disclosure or announcement is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by Clause 29;

to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU; or

the Confidential Information concerned has come into the public domain other than through that party’s fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with this Clause 22.4.

The provisions of this Clause 22 shall survive termination of this Agreement or Completion, as the case may be.

For the purposes of this Clause 22 only, Koç Holding and its Affiliates shall be deemed to be Affiliates of Ardutch and the Ardutch Guarantor, and Koç Holding’s and its Affiliates’ respective directors, officers, employees, agents, consultants, advisers, auditors and accountants shall be deemed to be Representatives of Ardutch and the Ardutch Guarantor.

TERMINATION

Other than in accordance with this Clause 23, no party shall be entitled to rescind or terminate this Agreement (or treat this Agreement as terminated) in any circumstances whatsoever (whether before or after Completion).

Written notice to terminate this Agreement may be given in accordance with Clause 4.8, 4.9 or Clause 8.6.

If:

any of the Conditions are not satisfied or waived by the Longstop Date;

notice of termination is given in accordance with Clause 23.2; or

Ardutch and Whirlpool agree in writing to terminate this Agreement,

FURTHER ASSURANCE

Each party shall execute and deliver or procure the execution and delivery of, all such documents, and shall do all such things, as any other party may reasonably require (and at the cost of such other party) for the purpose of giving full effect to the provisions of this Agreement.

ENTIRE AGREEMENT AND REMEDIES

This Agreement and the other Transaction Documents together set out the entire agreement between the parties relating to the subject matter of this Agreement and the matters described in the other Transaction Documents and, save to the extent expressly set out in this Agreement or any other Transaction Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

Each party acknowledges and agrees that in entering into this Agreement and the Transaction Documents it has not relied and is not relying on, and shall have no claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made, whether by a party to this Agreement or otherwise, whether written or oral, express or implied and whether negligently or innocently made, which is not expressly set out in this Agreement or any other Transaction Document.

Save as expressly set out in this Agreement, the only right or remedy of any party in relation to any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision set out in this Agreement shall be for breach of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute) and, in respect of any breach of this Agreement, the only remedy shall be a claim for damages in respect of such breach, provided that nothing in this Clause 25.3 shall be construed as preventing a party from seeking conservatory or similar interim relief in any court of competent jurisdiction. Save as expressly set out in this Agreement, no party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever at any time, whether before or after Completion, and each party waives any other rights of rescission or termination it may have.

If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the parties to this Agreement (and their respective Affiliates)) unless:

such other agreement expressly states that it overrides this Agreement in the relevant respect; and

the parties are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

Except where this Agreement expressly provides otherwise, the rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by Law.

This Clause 25 shall not exclude any liability for or remedy in respect of fraud.

POST-COMPLETION EFFECT OF AGREEMENT

WAIVER AND VARIATION

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

A party that waives a right or remedy provided under this Agreement or by Law in relation to another party does not affect its rights in relation to any other party.

No variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of Ardutch and Whirlpool. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

INVALIDITY

ASSIGNMENT

Except as provided in this Clause 29 or as Ardutch and Whirlpool specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

With effect from Completion, Ardutch and Whirlpool shall each be entitled to assign or transfer any or all of their rights under this Agreement to any of their respective Affiliates to which they have transferred shares held by them in the Buyer in accordance with the terms of the Shareholders’ Agreement. For the purpose of this Clause 29.2 only, Koç Holding and its Affiliates shall be deemed to be Affiliates of Ardutch.

Each of Ardutch and Whirlpool agrees that if it makes an assignment in accordance with this Clause 29:

the assignment shall not increase the liabilities of the other Seller or the Buyer; and

immediately after any such assignment, the relevant Seller shall give written notice of the assignment to the other Seller and the Buyer containing details of the assignment, including the name of the assignor and assignee.

PAYMENTS, SET OFF AND DEFAULT INTEREST

Except as otherwise provided in this Agreement, any payment to be made pursuant to this Agreement shall be made by way of electronic transfer in immediately available funds on or before the due date for payment. Receipt of such sum in such account on or before the due date for payment shall be a good discharge by the payer of its obligation to make such payment. The relevant account for a given payment is:

if that payment is to Ardutch, the Ardutch Bank Account;

if that payment is to Whirlpool, to the Whirlpool Bank Account; and

if that payment is to the Buyer, to such account as the Buyer shall, not less than 10 Business Days before the date that payment is due, have specified by notice in writing for the purpose of that payment to the entity making the payment and such entity having consented to that account (such consent not to be unreasonably withheld or delayed).

All payments made by any party under this Agreement shall be made free from any set-off, counterclaim or other deduction or withholding of any nature whatsoever, except for deductions or withholdings required to be made by Law. If any such deductions or withholdings are required by Law to be made from such payments for or on account of Tax (other than any payments of interest or any payment made pursuant to Clause 2, Clause 21, paragraph 6.3 of the Whirlpool Tax Covenant or paragraph 6.1 of the Ardutch Tax Covenant) the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

If, following the payment of an additional amount under Clause 30.2 the recipient of the increased payment subsequently obtains any Relief on account of such deduction or withholding, the recipient shall pay to the payer of the increased payment such amount (not exceeding the amount of the Relief) that the recipient shall determine (acting reasonably) will leave it in no better or worse position than it would have been in had no withholding or deduction been required to be made.

If any Compensation Amount is subject to Tax in the hands of the recipient (or would be subject to Tax but for the availability of a Relief, other than a Relief arising from the matter giving rise to the Compensation Amount), the payor shall pay to the recipient such additional amount as shall ensure that, after taking into account any Relief which has been obtained in respect of the matter giving rise to the payment of the Compensation Amount, the recipient is left in the same after-Tax position as it would have been in absent the Tax arising in the hands of the recipient (or absent the Tax that would have arisen in the hands of the recipient but for the availability of a Relief).

The parties agree to use reasonable endeavours to cause the payment of any Compensation Amount to be structured in a Tax efficient manner so as to avoid or minimise the need for any additional amount to be paid pursuant to Clause 30.4, including without limitation, where the recipient of the Compensation Amount is the Buyer, in the form of a subscription for deferred shares in the Buyer which does not alter the economic interests, voting rights or other rights of any shareholder.

Where any person defaults in the payment when due of any damages or other sum payable by virtue of this Agreement or any other Transaction Document the liability of such person shall be increased to include an amount equal to interest on such sum from the date when payment is due to the date of actual payment (both before and after judgment) at that annual rate which is 2% per annum above the base lending rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable without prejudice to any other remedy available to any other party (as the case may be) in respect of such default.

NOTICES

Any notice or other communication given under this Agreement or in connection with the matters contemplated herein shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 31.2 and served:

by hand to the relevant address, in which case it shall be deemed to have been given upon delivery to that address provided that any notice delivered outside Working Hours shall be deemed given at the start of the next period of Working Hours;

by courier or by post (or if from any place outside the country where the relevant address is located, by air courier or air mail) to the relevant address, in which case it shall be deemed to have been given one Business Day after its delivery to a representative of the courier or posting (as applicable); or

by e-mail to the relevant email address, in which case it shall, subject to no automated notification of delivery failure being received by the sender, be deemed to have been given when sent provided that any email sent outside Working Hours shall be deemed given at the start of the next period of Working Hours.

Notices under this Agreement shall be sent for the attention of the person and to the address or e-mail address, subject to Clause 31.3, set out below:

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

Each party to this Agreement may notify each other party of any change to its address or other details specified in Clause 31.2 provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

COSTS

Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses arising out of or in connection with the preparation, negotiation and implementation of this Agreement and all other Transaction Documents.

RIGHTS OF THIRD PARTIES

The specified third-party beneficiaries of the undertakings referred to in Clauses 10.1, 10.5 and 16.3 shall, in each case, have the right to enforce the relevant terms by reason of the Contracts (Rights of Third Parties) Act 1999.

Except as provided in Clause 33.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

No consent from any person which is not a party to this agreement shall be required to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement.

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, interpretation, validity, performance, breach or termination, and including any question regarding any non-contractual obligations arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC” and the “Rules” respectively), which Rules are deemed to be incorporated by reference into this Clause 35.

The number of arbitrators shall be three, each of whom shall be selected and appointed by the ICC Court in accordance with the Rules.

The seat, or legal place, of arbitration shall be London, England and all hearings shall be held in London, England.

The language to be used in the arbitral proceedings shall be English.

Judgement on any award may be entered in any court having jurisdiction thereover.

Any award of the tribunal shall be binding from the day it is made, and each party hereby waives any right to refer any question of law and any right of appeal on the law and/or merits to any court.

The parties agree that the arbitral tribunal shall have the power to order on a provisional basis any relief which it would have power to grant in a final award and that judgment on the award rendered by the tribunal may be entered in any court having jurisdiction thereof.

PROCESS AGENT

Without prejudice to any other permitted mode of service, the parties agree that service of any claim form, notice or other document for the purpose of or in connection with any action or proceeding arising out of or in any way relating to this Agreement shall be duly served upon:

Whirlpool and/or the Whirlpool Guarantor if it is delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to InSinkErator UK Ltd, Morley Way, Peterborough, Cambridgeshire, PE2 9JB or such other person and address in England or Wales as such party shall notify all the other parties in writing from time to time; and

Ardutch and/or the Ardutch Guarantor if it is delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to Beko PLC, Beko House, 1 Greenhill Crescent, Watford, Hertfordshire, WD18 8QU, or such other person and address in England or Wales as such party shall notify all the other parties in writing from time to time,

in each case whether or not such claim form, notice or other document is forwarded to the relevant party or received by such party.

EXECUTED as a deed by

ARDUTCH B.V.

acting by

Fatih Kemal Ebiçlioğlu

and

Hakan Hamdi Bulgurlu