Kap Notices

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.

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.

The first coupon payment amounting to TL 97,083,615 on the TL 885,000,000 nominally valued corporate bond which was sold to qualified investors on February 12, 2025 with a maturity of 399 days and trades with the ISIN Code of TRSVEST32614 , was made as of today. The interest rate for the second coupon payment has been set as 12.2463%.

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.