Kap Notices

TL 800,000,000 nominally valued commercial paper, which was sold to qualified investors on 27 December, 2024 with a maturity of 181 days and trades with the ISIN Code of TRFVEST62519, was redeemed as of today (June 26, 2025) with completion of coupon payment amounting to TL 202,324,000 and the principal payment of TL 800,000,000.  

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ completed the sale of a TL 864,070,000 commercial paper with fixed coupon payment with a maturity of 123 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The debt instrument offers an annual simple interest rate of 53%. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue. 

In accordance with its Board's decision dated 11.03.2025, Vestel Beyaz Eşya Sanayi ve Ticaret AŞ decided to apply to the Capital Markets Board of Türkiye to issue up to TL 5,000,000,000 (five billion Turkish Liras) of TL denominated debt instruments in varying terms up to 5 (five) years, in single or multiple tranches, in the form of sales to qualified investors without being offered to the public. 

At the ordinary general assembly meeting of our company dated May 22, 2025, the amendment to the articles of association regarding the extension of the existing registered capital ceiling was approved and registered on 29.05.2025.

The resolutions of Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2024, which was held on May 22, 2025, have been registered by the Istanbul Trade Registry Office on May 29 ,2025.

The Board of Directors of Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi has taken the following decisions.

1-         To elect Mr.Emin Ataç, Independent Board Member, as the Chairperson and Mr. Adnan Yıldırım, Independent Board Member, and Ms. Bensu Güde Öncü, Investor Relations Department Responsible, as the Committee members to carry out the activities of the Corporate Governance Committee,

2-        To elect Mr. Adnan Yıldırım, Independent Board Member, as the Chairperson and Ms.Ayşe Botan Berker, Independent Board Member, as the Committee member to carry out the activities of the Audit Committee,

3-        To elect Ms.Ayşe Botan Berker, Independent Board Member, as the Chairperson and Mr. Adnan Yıldırım, Independent Board Member, as the Committee member to carry out the activities of the Early Detection of Risk Committee,

4-        To elect Mr.Emin Ataç, Independent Board Member, as the Chairperson and Mr. Bekir Cem Köksal, Board Member, as the Committee members to carry out the activities of the Strategy, Investment and R&D Committee,

5-        To elect Mr. Emin Ataç, Independent Board Member, as the Chairperson and Mr. Bekir Cem Köksal, Board Member,, as the Committee member to carry out the activities of the Sustainability Committee.

Within the framework of the decision taken at the Ordinary General Assembly Meeting of our Company held on May 22, 2025 regarding the election of members of the Board of Directors, it was unanimously resolved by the members of the Board of Directors attending the meeting to elect Mr. Ahmet Nazif Zorlu as the Chairperson of the Board of Directors and Mr. Adnan Yıldırım as the Deputy Chairperson of the Board of Directors with the Resolution of the Board of Directors regarding the Distribution of Duties dated May 22, 2025.

At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22 May 2025, the following resolutions were adopted:

• The balance sheet and profit/loss accounts for the 2024 fiscal year operations of the Company were approved.
• Each member of the Board of Directors was individually released from liability for their activities and transactions during their term of office in 2024.
• In accordance with the financial statements prepared for the year 2024 pursuant to the provisions of the Capital Markets Legislation and the Tax Procedure Law, and taking into account the provisions of the Company’s Articles of Association and its Dividend Distribution Policy, it was resolved to distribute a cash dividend in the amount of TRY 70,238,141 to the shareholders on 24 July 2025.
• The number of members of the Board of Directors was determined to be 7, and it was resolved to appoint Mr. Ahmet Nazif Zorlu, Mr. Olgun Zorlu, Mr. Bekir Cem Köksal, and Mr. Mümin Cengiz Ultav as members of the Board of Directors, and Ms. Ayşe Botan Berker, Mr. Adnan Yıldırım and Mr. Emin Ataç as independent members of the Board of Directors, all to serve for a term of one year.
• It was resolved to pay a monthly net remuneration of TL 90,000 to each independent member of the Board of Directors, and not to pay any remuneration to the other members of the Board of Directors.
• In accordance with the Turkish Commercial Code and the Capital Markets legislation, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority, PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik Anonim Şirketi was appointed as the independent auditor to audit the accounts and transactions of the year 2025 and to carry out the mandatory sustainability assurance audit for the years 2024 and 2025.
• It was resolved to approve the amendment to the Articles of Association regarding the modification of the following articles: Article 3 titled “Head Office and Branches”, Article 6 titled “Capital”, Article 8 titled “Board of Directors”, Article 11 titled “Duties and Powers of the Board of Directors”, Article 16 titled “General Assembly”, Article 20 titled “Announcements”, Article 22 titled “Documents to be Submitted to the Ministry Representative”, Article 26 titled “Issuance of Debt Instruments”, Article 27 titled “Invitation to the General Assembly Meeting” and Article 28 titled “Invitation to the Board Meeting”, and the abolition and removal of Articles 9, 10, 15, 17, 18, 19, 21, 32 and 34.
• It was resolved that the donation limit for the year 2025 be determined as 1.20% of the earnings before interest, taxes, depreciation and amortization (EBITDA) calculated based on the annual financial statements for the year 2024, which were prepared in accordance with the Capital Markets Board regulations and publicly disclosed.
• It was resolved to grant permission to the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code.

At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22 May 2025, it was resolved by the shareholders, within the frame of the Board of Directors' proposal dated 25.04.2025 and numbered 2025/18, that while the net profit attributable to the parent company for the 2024 fiscal year amounted to TRY 265,828,000 pursuant to the financial statements prepared within the frame of the applicable legislation and audited by PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ, the net period loss in the standalone financial statements prepared within the frame of the relevant provisions of the Tax Procedure Law No. 213 ("TPL") amounted to TRY 560,284,775; and taking into account Notification Regarding Dividend Payment the provisions of the Company's Articles of Association and its Dividend Distribution Policy, it was resolved that a cash dividend in the amount of TRY 70,238,141, corresponding to 25% of the net distributable profit for the period, calculated in accordance with CMB (Capital Markets Law) regulations including donations, shall be paid to the shareholders in cash on 24 July 2025.

At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22 May 2025, the amendment to the Articles of Association regarding the revision of the following articles — Article 3 titled "Head Office and Branches", Article 6 titled "Capital", Article 8 titled "Board of Directors", Article 11 titled "Duties and Powers of the Board of Directors", Article 16 titled "General Assembly", Article 20 titled "Announcements", Article 22 titled "Documents to be Submitted to the Ministry Representative", Article 26 titled " Issuance of Debt Instruments", Article 27 titled "Invitations to General Assemblies" and Article 28 titled "Invitations to Board Meetings", and the abolition and removal of Articles 9 , 10, 15, 17, 18, 19, 21, 32 and 34 was approved by the General Assembly.