Kap Notices

Pursuant to our material event disclosure dated 15.03.2021, the approval of the application made to the Capital Markets Board for the amendment of Article 6 of the Company's Articles of Association titled “Company’s Share Capital” was published in the CMB's bulletin dated 01.04.2021 and numbered 2021/17.

• Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors decided to authorize the Company's management to carry out the necessary procedures to issue up to TL 750 mn of debt instruments in single or multiple tranches with varying maturities of maximum 5 years. The instruments will be sold to qualified investors and/or private placements in the domestic market and can be issued as all kinds of bonds, convertible bonds, exchangable bonds, commercial papers and other capital market instruments that are debt instruments by their nature and accepted by the Capital Markets Board. Any two member of the Board of Directors who has first degree signature authority is authorized with a joint signature to carry out the necessary transactions, without any monetary limitation, related with this resolution.

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ’s Board of Directors made the following decision.

Taking into consideration the assessment of the Audit Committee dated 18 March 2021, the Company’s Board of Directors resolved to nominate KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi to audit the Company’s financial reports for the fiscal year 2021 in accordance with the Turkish Commercial Code, the Capital Market Law and related regulations and to carry out the other duties required under these laws and to submit this selection to the approval of shareholders at the Company’s 2020 Annual General Meeting.

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors made the following decisions.

• Vestel Beyaz Eşya Sanayi ve Ticaret AŞ’s Annual General Meeting for the year 2020 will be held on 15 April 2021 at 12:00 pm at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul in order to discuss and resolve the aforementioned agenda items.
• The Board of Directors is authorized to make the invitation for the Annual General Meeting in accordance with the Company's Articles of Association and related regulations.
• Pursuant to the Capital Markets Board’s Corporate Governance Principles and Communiqués, the agenda item, the documents and the reports to be discussed at the Annual General meeting will be submitted to the information of the shareholders at the Company’s http://vesbe.vestelinvestorrelations.com/ website under the "Information Memorandum for the Annual General Meeting" heading and the Board of Directors is authorized to make the necessary material event disclosures.

Click here for the Agenda.

At its meeting on 18 March 2021, the Company’s Board of Directors made the following decisions.

• Vestel Beyaz Eşya Sanayi ve Ticaret AŞ recorded TL 1,331,308,000 of net profit in its CMB financial statements prepared within the framework of the Communiqué on the Principles of Financial Reporting in Capital Markets numbered II-14.1 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 1,310,169,861 of net profit in its statutory financial statements prepared in accordance with the Turkish Commercial Code and Tax Procedure Law.
• Taking into account the conditions set forth in the Company’s Dividend Distribution Policy; the Board resolved to propose not to distribute the 2020 distributable profit of TL 1,310,169,861 and to add it to extraordinary reserves in order to strengthen the financial structure of the Company considering the current economic outlook, the liquidity, investment and financing policies of the Company as well as to protect the long term interests of the shareholders, employees and the Company. Since the amount of legal reserves has reached 20% of the Company’s paid-in capital as per the Article 519 of the Turkish Commercial Code, no first legal reserve will be set aside from the distributable profit of TL 1,310,169,861.
• In accordance with the Company’s Articles of Association and Dividend Distribution Policy, the Capital Market Law No. 6322 and other legal provisions, the Board of Directors resolved to propose the distribution of TL 800,000,000 of gross cash dividends, which corresponds to a gross cash dividend of TL 4.2105 and net cash dividend of TL 3.5789 per share to be distributed in 3 equal installments from the other distributable TL 901,977,299 of funds recorded in 2020 statutory financial statements prepared in accordance with the Turkish Commercial Code and Tax Procedure Law, consisting of TL 128,225,856 of legal reserves , TL 78,364,346 of share premium and TL 695,387,097 of extraordinary reserves. The Board of Directors is authorized to determine the distribution dates in accordance with the related regulation, taking into to account the cash projections of the Company. A second legal reserve of TL 80,00,000 will be set aside from the amount of funds subject to distribution. These decisions will be summited to the approval of shareholders at the 2020 Annual General Meeting.

Click here for the Dividend Distribution Table

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors took the following decisions at its meeting today:

• Given that the Company is a publicly listed company with a multiple shareholder structure, decision is taken to switch to the registered capital system in order to facilitate the process for a capital increase, if need be, which can be made promptly with a Board decision within the limits of the registered capital ceiling and applicable period to be determined by the General Assembly,
• Accordingly, Vestel Beyaz Eşya will switch to the registered capital system with a ceiling of TL 2,000,000,000 as per the Article 18 of the Capital Market Law and the CMB's Communiqué on Registered Capital System and the Article 6 of the Company's Articles of Association will be amended,

The management will be authorized to carry out the necessary transactions related with this resolution.

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors took the following decisions at its meeting today:

• Given that the Company is a publicly listed company with a multiple shareholder structure, decision is taken to switch to the registered capital system in order to facilitate the process for a capital increase, if need be, which can be made promptly with a Board decision within the limits of the registered capital ceiling and applicable period to be determined by the General Assembly,
• Accordingly, Vestel Beyaz Eşya will switch to the registered capital system with a ceiling of TL 2,000,000,000 as per the Article 18 of the Capital Market Law and the CMB's Communiqué on Registered Capital System and the Article 6 of the Company's Articles of Association will be amended,

The management will be authorized to carry out the necessary transactions related with this resolution.

JCR-Eurasia Rating evaluated “Vestel Beyaz Eşya Sanayi ve Ticaret A.Ş.” in an investment grade category and assigned the ratings on the Long and Short-Term National Scales as ‘AA (Trk)’ and ‘A-1+ (Trk)’, respectively along with the ‘Stable’ outlooks. On the other hand, the Long Term International Foreign and Local Currency Ratings of the Company are mapped as ‘BB+/Negative’, according to JCR-ER’s national-global mapping methodology.

Vestel Elektronik Sanayi ve Ticaret AŞ sold 5,000,000 Vestel Beyaz Eşya Sanayi ve Ticaret AŞ shares at a price of TL 48.3 per share on Borsa Istanbul on February 19, 2021. Following the transaction, Vestel Elektronik Sanayi ve Ticaret AŞ 's share in Vestel Beyaz Eşya Sanayi ve Ticaret AŞ declined to 87.27%.

Pursuant to our material event disclosure dated 31.12.2020, Board of Directors of Vestel Beyaz Eşya decided to initiate a new 3-year investment program to meet the expected growth in business volume in domestic and international markets in the upcoming periods. The Company’s production capacity is planned to be increased by 52% by the end of 2023, with investments to be carried out in Vestel City in Manisa, where Vestel Beyaz Eşya's production facilities are located. The investment program will cover main product groups and will be realized gradually within three years. The investment will be realized with a capex of €160 mn and will be financed by equity and medium / long term project finance loans. Vestel Beyaz Eşya will receive investment incentives such as corporate tax break, customs duty exemption, VAT exemption for the afore-mentioned investment.