Board of Directors of Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi made the following resolution:
In the 2024 fiscal year of our Company, according to the financial statements prepared in compliance with the formats determined by the Public Oversight, Accounting and Auditing Standards Authority ("POA") and the Capital Markets Board ("CMB"), based on the Turkish Financial Reporting Standards ("TFRS") enacted by POA in accordance with the CMB Communiqué No. II-14.1 on "Principles of Financial Reporting in Capital Markets", and audited by PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş., has generated a net profit for the period of TL 265,828,000; and a net loss for the period of TL 560,284,775 based on the financial statements prepared within the framework of the relevant provisions of the Tax Procedure Law No. 213 ("TPL").
By adding to the net profit for the period of TL 265,828,000 stated in the financial statements prepared in accordance with CMB and POA regulations the donations made during the year in the amount of TL 15,124,565, calculated based on the purchasing power as of 31 December 2024, the first dividend base is calculated as TL 280,952,565.
Within the framework of the information explained above, our Board of Directors has unanimously resolved as follows:
Taking into consideration the provisions of the Company's Articles of Association and the Profit Distribution Policy, from the net distributable profit for the period — including the donations calculated in accordance with CMB regulations — a dividend in the amount of TL 70,238,141, corresponding to 25%, shall be allocated to the shares representing the issued capital; the dividend (corresponding to a gross TL 0.0439 and net TL 0.03731 per share with a nominal value of TL 1.00) shall be paid in cash to the shareholders on 24 July 2025; the dividend distribution shall be covered from the extraordinary reserves stated in the financial statements prepared in accordance with TPL (Tax Procedure Law) regulations; and these matters shall be submitted to the approval of the shareholders at the 2024 Ordinary General Assembly Meeting.
This resolution has been adopted unanimously by the members of the Board of Directors present at the meeting.
With the decision of our Company's Board of Directors dated 25.04.2025 and numbered 2025/20; it has been decided to hold the Ordinary General Assembly Meeting of our Company for the year 2024 on Thursday, May 22, 2025 at 13:00 at Raffles Istanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No: 2/170 34340 Beşiktaş/İstanbul.
TL 395,000,000 nominally valued commercial paper, which was sold to qualified investors on 1 November, 2024 with a maturity of 175 days and trades with the ISIN Code of TRFVEST42511, was redeemed as of today (April 25, 2025) with completion of coupon payment amounting to TL 96,585,795 and the principal payment of TL 395,000,000.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ completed the sale of a TL 175,000,000 corporate bond with floating coupon payment with a maturity of 370 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The interest rate of this instrument is 51% annual simple for the first coupon, 51% annual simple or the higher of TLREF + 1,00 % (BIST TLREF Index Change + 100 Basis Points Additional Return) for the other coupons. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.
Within the Capital Markets Board's letter dated 17.04.2025 and numbered E-29833736-110.03.03-70920 , the amendment of the Articles of Association has been given the appropriate opinion and will be submitted to the approval of the shareholders at the Ordinary General Assembly for the fiscal year 2024 following the receipt of the relevant Ministry's approval.
As part of its periodic review process, JCR-Eurasia Rating has assessed Vestel Beyaz Eşya Sanayi ve Ticaret AŞ within the high investment-grade category and revised its Long-Term National Issuer Rating as "AA (tr)" with a "Stable" outlook. The company's Short-Term National Issuer Credit Rating has been affirmed at "J1+ (tr) / Stable”. The company's Long-Term International Foreign and Local Currency Issuer Ratings and their outlooks have been affirmed at "BB / Stable."
Our Company’s Board of Directors has resolved, in accordance with the provisions of the Turkish Commercial Code and capital markets regulations, to amend our Articles of Association as attached by modifying Articles 3, 6, 8, 11, 16, 20, 22, 26, 27, and 28, and by cancelling and removing Articles 9, 10, 15, 17, 18, 19, 21, 32, and 34. Additionally, in line with Article 18 of the Capital Markets Law and the provisions of the Capital Markets Board’s Registered Capital System Communiqué (II-18.1), it has been resolved to extend the validity period of our registered capital for a new five-year term covering 2025–2029, and Article 6 of our Articles of Association has been amended accordingly. In this regard, the Management has been authorized to carry out all necessary transactions, including applying to the Capital Markets Board and the Ministry of Trade to obtain the required legal approvals.
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.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ completed the sale of a TL 350,000,000 commercial paper with fixed coupon payment with a maturity of 170 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 43,50%. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ completed the sale of a TL 885,000,000 corporate bond with floating coupon payment with a maturity of 399 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The interest rate of this instrument is 44% annual simple for the first coupon, 44% annual simple or the higher of TLREF + 0.50% (BIST TLREF Index Change + 50 Basis Points Additional Return) for the other coupons. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.