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:
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.
At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22.05.2025, based on the Audit Committee's assessment dated 30.04.2025 regarding the selection of the independent auditor within the frame of the Board of Directors' proposal dated 30.04.2025 and numbered 2025/22, it was resolved that PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik Anonim Şirketi be appointed as the independent audit firm to audit the Company's financial statements for the accounting period between 01.01.2025 and 31.12.2025 in accordance with the principles set forth under the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, to perform other related activities within the scope of the applicable regulations under said laws, and to conduct the mandatory sustainability assurance audit of the sustainability reports, which complement the financial reports, for the periods 01.01.2024– 31.12.2024 and 01.01.2025–31.12.2025, to be prepared in accordance with the Turkish Sustainability Reporting Standards, within the scope of the Assurance Engagement Standards issued by the Public Oversight, Accounting and Auditing Standards Authority.
According to Article 10 titled "Common and Continuous Transactions" of the Communiqué on Corporate Governance No. II-17.1 of the Capital Markets Board, which was published in the Official Gazette dated January 3, 2014, and numbered 28871, within the scope of Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's ("Company") financial planning for the year 2025; total revenues to be generated from the sale of products to Vestel Ticaret AŞ in 2025 are foreseen to exceed 10% of the Company's revenues in its latest publicly announced annual financial statements. It is concluded that the scope and the terms of the sales transactions are compatible with previous years and are reasonable when compared to market conditions.