The conclusion section of the "Report on 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 Communiqué on Corporate Governance No. II-17.1, is provided below:
Within the context of the Company’s financial planning for the year 2019, total revenues to be generated by Vestel Beyaz Eşya Sanayi ve Ticaret AŞ (“Company”) from the sale of products to Vestel Ticaret AŞ in 2019 are foreseen to exceed 10% of the Company’s revenues reported in its latest annual financial statements. It is concluded that the terms of the sales transactions to Vestel Ticaret AŞ are compatible with previous years and are reasonable when compared with the market conditions.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ’s Ordinary General Assembly Meeting for the year 2018, which was held on May 8, 2019, has been registered by Istanbul Trade Registry Office on May 15, 2019 (today).
At its meeting held on 09.05.2019; the Company’s Board of Directors resolved to elect Mr. Ahmet Nazif Zorlu as the Chairman of the Board, Mr. Elmas Melih Araz as the Vice Chairman and Mr. Olgun Zorlu, Mrs. Şule Cümbüş, Mrs. Selen Zorlu Melik, Mr. Bekir Ağırdır and Ms. Ayşegül İldeniz as the other members of the Board.
At its meeting on 09.05.2019, the Company’s Board of Directors resolved to Appoint Mr. Bekir Ağırdır, Independent Member of the Board, as the Chairman of the Corporate Governance Committee and Mr. Olgun Zorlu, Board Member, and Ms. Serap Mutlu, Investor Relations Director, as the Committee members, Appoint Mr.Elmas Melih Araz, Independent Member of the Board, as the Chairman of the Audit Committee and Mr. Bekir Ağırdır, Independent Member of the Board, as the Committee Member, Appoint Mr. Elmas Melih Araz, Independent Member of the Board, as the Chairman of the Early Detection of Risk Committee and Mrs. Şule Cümbüş, Board Member, as the Committee Member
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ’s Ordinary General Assembly Meeting for the year 2018 was held on May 8, 2019 at 12:00 pm at the address of Raffles Istanbul Zorlu Center, 34340 Beşiktaş/Istanbul.
Click here for the Minutes of the Meeting.
Click here for the List of Attendees.
Pursuant to our material event disclosure dated 08.04.2019, Board of Directors’ proposal for dividend distribution for 2018 has been accepted at the Company’s 2018 Ordinary General Assembly Meeting.
Pursuant to our material event disclosure dated 08.04.2019, the Board of Directors’ proposal regarding selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent audit firm has been accepted at the 2018 Ordinary General Assembly Meeting.
Vestel Beyaz Eşya reported TL 1,385 mn (EUR 227 mn) of sales revenues and TL 83.4 mn (EUR 13.7 mn) of net profit for 1Q19.
Click here for the 1Q19 CMB financials.
At its meeting on 8 April 2019, the Company’s Board of Directors made the following decision.
Taking into consideration the assessment of the Audit Committee dated 8 April 2019, the Company’s Board of Directors resolved to nominate PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi to audit the Company’s financial reports for the fiscal year 2019 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 2018 Ordinary General Assembly Meeting.
At its meeting on 8 April 2019, the Company’s Board of Directors made the following decisions.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ recorded TL 622,561,000 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 PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ, and TL 622,811,937.53 of net profit in its statutory financial statements prepared in accordance with the Turkish Commercial Code and Tax Procedure Law.
As per the Article 519 of the Turkish Commercial Code, no first legal reserve has been set aside from the net distributable profit recorded in CMB financials as the amount of legal reserves has already reached 20% of the Company’s paid-in capital. Accordingly, net distributable profit is calculated as TL 622,561,000. After adding to this amount the TL 7,028,454 of donations made in 2018, the base for the first dividend is calculated as TL 629,589,454.
In accordance with the Company’s Articles of Association and Dividend Distribution Policy, the first dividend is determined as TL 157,397,363.5, which is calculated as 25% of the distributable profit based on CMB financials. After deducting the first dividend of TL 157,397,363.5 from the distributable profit of TL 622,561,000 and setting aside a second legal reserve of TL 55,732,818.18, the remaining amount of TL 409,430,818.32 is decided to be distributed as a second dividend to shareholders. Accordingly, the Company’s Board of Directors resolved to propose the distribution of TL 566,828,181.82 of gross cash dividends (as first and second dividends), which corresponds to a gross cash dividend of TL 2.9833 and net cash dividend of TL 2.5358 per share from May 15, 2019 and the addition of the remaining amount of TL 250,937.53, after deducting the TL 622,561,000 of distributable profit from the TL 622,811,937.53 of net profit reported in statutory tax financials to extraordinary reserves and to submit these proposals to the approval of shareholders at the 2018 General Assembly Meeting.
Click here for the Dividend Distribution Table.