The Board of Directors of the Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi (Vestel Electronics Industry and Trading Corporation) has assembled at the company headquarters under the chairmanship of Mr. Ahmet Nazif Zorlu, and subsequent deliberations on the subject being on the agenda the following resolutions have been carried:

It has been decided unanimously that,

• The Regular General Shareholders' Meeting of our Company regarding the operating year of 2003 to be hold at the address of Zorlu Plaza, Ambarlı Petrol Ofisi Dolum Tesisleri Yolu Avcılar/İSTANBUL at 10:30 hours on the date of 07/06/2004 to discuss the agenda matters written below,
• The meeting day, its agenda, place, and time to be promulgated to the shareholders through newspaper advertisements and the Chairman of the Board of Directors to be authorized in this respect,
• The necessary notices to be given to the Provincial Directorate of the Ministry of Industry and Trade of the Republic of Turkey and the Chairmanship of İstanbul Stock Exchange,
• Principles regarding voting by proxy to be applied within the framework of the provisions specified in the communiqué serial IV No: 8 being published in the official gazette dated 09/03/1994 and no. 21872 of the Capital Markets Board, and
• While, the meeting agenda to be appointed in the form hereinafter set forth.
  • Opening and moment of silence,
  • Election of the court,
  • Authorization of the Court to sign the Minute Book of the General Shareholders' Meeting on behalf of the general assembly.
  • Reading of the Annual Report of the Board of Directors with respect to the activities and accounts of the year of 2003.
  • Reading of the consolidated financial statements in accordance with the communiqué No. SPK XI-21.
  • Reading of the Audit Report and Independent External Auditing Report.
  • Deliberations on reports and financial statements and acceptance of them separately.
  • Discussion on the offer of the Board of Directors concerning the distribution of profits.
  • Deciding on the subject of discharge of the Board Members from responsibilities on account of the activities for the year of 2003.
  • Deciding on the subject of discharge of the audits on account of the activities for the year of 2003.
  • Determination of the membership number of the Board of Directors for the year of 2004 and holding an election.
  • Determination of the number of Audits for the year of 2004 and holding an election.
  • Ascertainment of the fees of the Members of the Board of Directors for the year of 2004.
  • Designation of the fees of the Audits for the year of 2004.
  • Approval of the election of the Independent Auditing Facility Arılar Bağımsız Denetleme A.Ş. (Arılar Independent Auditing Corporation) elected by the Board of Directors.
  • Presentation of information to the general assembly concerning the donations made during the course of the year in accordance with the resolution of the CMB (Capital Markets Board) (SPK) dated 05.06.2003 and no. 29/666.
  • Decision procurement on the subject of vesting the Board members with the power and permission written in the articles no. 334 and 335 of the Turkish Commercial Code.
  • Wishes and closing.