The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Sirketi convened with Ahmet Nazif Zorlu presiding and after deliberating the items on the agenda came to the following decisions.
It is unanimously resolved:
The ordinary general meeting for our company's activities in 2002 will be held at the address of Zorlu Plaza Ambarlı Petrol Ofisi Dolum Tesisleri Yolu, Avcılar-İstanbul at 10:30 a.m. on 13 May 2003 to discuss the items on the agenda given below.
The date, agenda, location, and time of the meeting are to be announced to shareholders by means of newspaper announcements; the Board of Directors is authorized to take action on this matter.
The Ministry of Industry and Commerce Provincial Directorate and the Office of the President of the İstanbul Stock Exchange are to be notified of the meeting as required.
Principles concerning proxy voting will be governed by the provisions stipulated in Capital Market Board communique IV:8 published in issue 21872 of Resmi Gazete on 9 March 1994.
The agenda for the meeting is as follows:
Opening and moment of silence
Election of the presiding committee
Authorizing the presiding committee to sign the minutes of the meeting on behalf of the general assembly of shareholders
Individually reading, deliberating, and approving the Board of Directors report, the statutory auditors' report, and the summary of the independent auditors' report concerning activities and accounts in 2002
Reading, deliberating, and approving the balance sheet and income statement concerning activities and accounts in 2002
Acquitting the members of the Board of Directors of their fiduciary responsibilities for activities in 2002
Acquitting the statutory auditors of their fiduciary responsibilities for activities in 2002
Deciding how profits are to be distributed
Determining the number of Board of Directors members for 2003 and electing them
Determining the number of statutory auditors for 2003 and electing them
Forming a committee to be responsible for auditing in 2003 pursuant to article 28/A of CMB communique X:16
Determining the fees to be paid to members of the Board of Directors in 2003
Determining the fees to be paid to the statutory auditors in 2003
Determining the fees to be paid to members of the committee responsible for auditing in 2003 pursuant to article 28/A of CMB communique X:16
Granting the members of the Board of Directors the authorities and permissions stipulated in articles 334 and 335 of the Turkish Commercial Law
Approving the Board of Directors' choice of Arılar Bağımsız Denetleme AŞ as the company's independent auditors