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:
Considering the assessment made by the Audit Committee dated 30/04/2025 regarding the selection of the independent auditor; it was unanimously resolved by the meeting attendants that, in order to audit the financial reports of Company for the fiscal year between 01.01.2025 – 31.12.2025 in accordance with the principles determined under the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362 and relevant legislation, to carry out other activities within the scope of these laws and related regulations, and to conduct the mandatory sustainability assurance audit — as per the Assurance Engagement Standards published by the Public Oversight Accounting and Auditing Standards Authority — of the sustainability reports to be prepared in accordance with the Türkiye Sustainability Reporting Standards for the fiscal years 01.01.2024 – 31.12.2024 and 01.01.2025 – 31.12.2025, which complement the financial reports, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, located at Kılıçali Paşa Mah. Meclis-i Mebusan Cad. N8 İç Kapı N301 Beyoğlu/İstanbul and registered with the Istanbul Trade Registry under number 201465-0, shall be elected as the independent audit firm, and that this matter shall be submitted to the approval of our shareholders at the 2024 Ordinary General Assembly Meeting of our Company.
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."