At its meeting on 31 May 2023, the Company's Board of Directors unanimously resolved
1.To elect Ms. Ayşegül İldeniz, Independent Board Member, as the Chairperson and Mr. Elmas Melih Araz, Independent Board Member, and Ms. Serap Mutlu, Investor Relations Director, as the Committee members to carry out the activities of the Corporate Governance Committee,
2.To elect Mr. Elmas Melih Araz, Independent Board Member, as the Chairperson and Mr. Bekir Ağırdır, Independent Board Member, as the Committee member to carry out the activities of the Audit Committee,
3.To elect Mr. Bekir Ağırdır, Independent Board Member, as the Chairperson and Ms. Ayşegül İldeniz, Independent Board Member and Mr. Elmas Melih Araz, Independent Board Member, as the Committee members to carry out the activities of the Early Detection of Risk Committee.
Pursuant to the material event disclosure dated 3 May 2023, the Board of Directors' proposal regarding the selection of PwC Bağımsız Denetim ve SMMM AŞ as the independent audit firm for auditing the Company's accounts and transactions for the fiscal year 2023 has been accepted at the Company's Annual General Meeting.
Pursuant to the material event disclosure dated 3 May 2023, the Board of Directors' proposal for dividend distribution for the year 2022 and the date of dividend payment has been accepted at the Company's Annual General Meeting.
At Vestel Beyaz Eşya ve Ticaret AŞ's Annual General Meeting for the year 2022, which was held on 31 May 2023 at 12:30 pm at Levent 199 Büyükdere Cad. No: 199 34394 Şişli/Istanbul, it has been resolved
Click here for the minutes of the Annual General Meeting
Click here for the list of attendees
The conclusion section of the "Report on the Common and Continuous Transactions" between Vestel Beyaz Eşya Sanayi ve Ticaret AŞ and its related parties, which was prepared in accordance with the Article 10 of the CMB's (II.17.1) Communiqué on Corporate Governance, is provided below :
Within the context of the Company's financial planning for the year 2023,
TL 394,000,000 nominally valued Coupon Commercial Paper, which was sold to qualified investors on December 2, 2022 with a maturity of 174 days and with the ISIN Code of TRFVEST52312, was redeemed as of today (May 25, 2023) with completion of the first coupon payment amounting to TL 53.530.416 and the principal payment of TL 394,000,000.
In accordance with its Board's decision dated 25.05.2023, Vestel Beyaz Eşya Sanayi ve Ticaret AŞ decided to apply to the Capital Markets Board of Turkey to issue up to TL 2,000,000,000 (two 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 has announced on June 24, 2022 that the Capital Markets Board had approved the Company's application to issue TL denominated debt instruments up to a nominal value of TL 750,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 110,000,000 commercial paper with fixed coupon payment with a maturity of 99 days to domestic qualified investors on May 25, 2023. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.
The Board of Directors of Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi made the following resolution:
Taking into consideration the assessment made by the Audit Committee on May 3, 2023 for the selection of the independent audit firm, it has been unanimously decided to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ as the independent audit firm to audit the financial statements of the Company for the fiscal year 2023 in accordance with the principles stipulated by the Turkish Commercial Code No. 6102, the Capital Market Law No. 6362 and other applicable legislation and to carry out other duties specified in the relevant arrangements of the same laws and to submit the selection for the approval of shareholders at the Annual General Meeting for the year 2022.
Board of Directors of Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi made the following resolutions:
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ recorded TL 1,424,466,000 of net profit in its financial statements prepared within the framework of the Communiqué on the Principles of Financial Reporting in Capital Markets numbered II-14.1 (“CMB financial statements”) and in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards and audited by KPMG Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ, and TL 480,102,837 of net profit in its statutory financial statements prepared in accordance with the Turkish Commercial Code No. 6102 and Tax Procedure Law No. 213.
After setting aside, as per the Paragraph 1 of the Article 519 of the Turkish Commercial Code, the required amount of TL 24,005,142 for the first legal reserves from the net profit of TL 480,102,837 recorded in the Company’s statutory financial statements prepared in accordance with the Turkish Commercial Code and Tax Procedure Law, the net distributable profit is calculated as TL 456,097,695.
After deducting TL 24,005,142 set aside as the first legal reserve from the net profit of TL 1,424,466,000 recorded in the Company’s CMB financial statements, the net distributable profit is calculated as TL 1,400,460,858. Following the addition of TL 10,850,400 of donations made in the year to net distributable profit, the first dividend base is calculated as TL 1,411,311,258.
In accordance with the Company’s Articles of Association and Dividend Distribution Policy, the first dividend is determined as TL 352,827,815, which is calculated as 25% of the donations added distributable net profit for the year based on the CMB financial statements. After deducting the dividend of TL 352,827,815 and second legal reserve of TL 27,282,781 from the net distributable profit of TL 456,097,695 based on the Turkish Commercial Code and Tax Procedure Law, the remaining amount of TL 75,987,099 will be transferred to the extraordinary reserves. Accordingly, the Company’s Board of Directors resolved to propose the payment of TL 352,827,815 of cash dividends to its shareholders, which corresponds to a gross cash dividend of TL 0.2205 and a net cash dividend of TL 0.1985 per share on July 31, 2023 and to submit these proposals to the approval of shareholders at the Annual General Meeting for the year 2022.
Click here for the Dividend Distribution Table.