At Vestel Beyaz Eşya ve Ticaret AŞ’s Annual General Meeting for the year 2023, which was held on 29 May 2024 at 12:30 pm at Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No: 2 Zorlu Center 34340 Beşiktaş/İstanbul, it has been resolved
Click here for the minutes of the Annual General Meeting.
Click here for the list of attendees.
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 2024; total revenues to be generated from the sale of products to Vestel Ticaret AŞ in 2024 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 third coupon payment amounting to TL 5,904,050 on the TL 50,000,000 nominally valued corporate bond, which was sold to qualified investors on August 25, 2023 with a maturity of 390 days and trades with the ISIN Code of TRSVEST92410, was made as of today. The interest rate for the fourth coupon payment has been set as 17.8542%.
The third coupon payment amounting to TL 30,701,060 on the TL 260,000,000 nominally valued corporate bond, which was sold to qualified investors on September 1, 2023 with a maturity of 383 days and trades with the ISIN Code of TRSVEST92428, was made as of today. The interest rate for the fourth coupon payment has been set as 17.8542%.
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 24, 2024 for the selection of the independent audit firm, it has been decided with unanimous vote of the attendees 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 2024 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 2023.
Our company's Income Statement for the period 01.01.2024 - 31.03.2024 has been submitted to the Tax Office as an annex to the provisional tax declaration. Attached income statement is not prepared in accordance with the Capital Market Legislation.
The first coupon payment amounting to TL 66,589,090.56 on the TL 556,430,000 nominally valued commercial paper, which was sold to qualified investors on February 21, 2024 with a maturity of 295 days and trades with the ISIN Code of TRFVESTA2419, was made as of today. The interest rate for the second coupon payment has been set as 13.7439%.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's application to the Capital Markets Board ("CMB") regarding Ms. Ayşegül İldeniz's eligibility, who has been serving as an independent board member at Vestel Beyaz Eşya Sanayi ve Ticaret AŞ since 2018 to be renominated as an independent board member candidate by our Company at the 2023 Annual General Meeting to be held on May 29, 2024, has been accepted and Ms. İldeniz has been granted temporary exemption from the independence requirement stated in Article 4.3.6 (g) of the CMB's Corporate Governance Principles, for a period of up to one year, taking into account her professional experience and expertise, as well as the support she personally provides to the Company's growth and expansion goals in the field of software and artificial intelligence solutions, and the innovation, technology, and future vision she contributes to the Company's ongoing operations. In addition, within the framework of our Company being in the first Group, the Capital Markets Board has not issued a negative opinion regarding the candidacy of Mr. Adnan Yıldırım and Mr. Emin Ataç, who are nominated as other independent board member candidates by our Company's Board of Directors.
The Board of Directors of Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi has made the following decisions.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ recorded TL 4,724,452,000 net profit in the 2023 accounting period according to the financial statements prepared within the framework of the "Communiqué on Principles of Financial Reporting in the Capital Markets" numbered II.14.1 of the Capital Markets Board ("CMB") and in accordance with the formats determined by the Public Oversight Accounting and Auditing Standards Authority (“KGK”) and CMB based on the Turkish Financial Reporting Standards (“TFRS”) put into effect by the KGK and audited by PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ; and a net profit of TL 3,236,186,078 in its statutory financial statements prepared in accordance with the relevant provisions of the Tax Procedure Law No. 213 (“TPL”).
After setting aside, as per the Paragraph 1 of the Article 519 of the Turkish Commercial Code, the required amount of TL 161,809,304 for the first legal reserves (at the rate of 5%) from the net profit of TL 3,236,186,078 recorded in the Company’s statutory financial statements prepared in accordance with the TPL regulations, the net distributable profit is calculated as TL 3,074,376,774.
The Accumulated Profit/Loss account (including current year net profit of TL 3,236,186,078) has a negative balance of TL 538,638,699 as a result of inflation adjustment of the balance sheet dated 31 December 2023, prepared in accordance with TPL regulations. Furthermore, Inflation Adjustment Differences Regarding Equity Accounts covers the total decrease of TL 3,774,824,776 due to inflation adjustment.
After deducting TL 161,809,304 set aside as the first legal reserve from the net profit of TL 4,724,452,000 recorded in the Company’s financial statements prepared in accordance with the CMB and KGK regulations, the net distributable profit is calculated as TL 4,562,642,696. Following the addition of TL 83,283,745 of donations made in the year and calculated according to the purchasing power as of December 31, 2023, to net distributable profit, the first dividend base is calculated as TL 4,645,926,441.
In accordance with the Company’s Articles of Association and Dividend Distribution Policy, the first dividend is determined as TL 1,161,481,610, 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 1,161,481,610 and second legal reserve of TL 108,148,161 from the net distributable profit based on the Tax Procedure Law, the remaining amount of TL 1,804,747,003 will be transferred to the extraordinary reserves. Accordingly, the Company’s Board of Directors who attended the meeting unanimously resolved to propose the payment of TL 1,161,481,610 of cash dividends to its shareholders, which corresponds to a gross cash dividend of TL 0.7259 and a net cash dividend of TL 0.6533 per share (with a nominal value of TL 1) on July 25, 2024 and to submit these proposals to the approval of shareholders at the Annual General Assembly for the year 2023.
Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors made the following decisions.
Click here for the Agenda.