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 Elektronik Sanayi ve Ticaret AŞ's ("Company") financial planning for the year 2025;
- Total revenues to be generated by Vestel Elektronik Sanayi ve Ticaret AŞ ("Company") and its subsidiary Vestel Beyaz Eşya Sanayi ve Ticaret AŞ ("Vestel Beyaz Eşya") from the sale of products to Vestel Ticaret AŞ ("Vestel Ticaret") in 2025 are foreseen to exceed 10% of the Company's revenues reported in its latest publicly announced annual consolidated financial statements. It is concluded that the scope and the terms of the sales transactions with Vestel Ticaret are compatible with previous years and are reasonable when compared with the market conditions,
- Total amount of raw material and material purchases to be made by Vestel Elektronik and its subsidiaries Vestel Beyaz Eşya and Vestel Ticaret from Vestel Holland B.V. in 2025 are foreseen to exceed 10% of the Company's cost of sales reported in its latest publicly announced annual consolidated financial statements. It is concluded that the scope and the terms of these purchase transactions with Vestel Holland B.V. are compatible with previous years and are reasonable when compared with the market conditions.
The second coupon payment amounting to USD 24,375,000 on the USD 500,000,000 nominally valued eurobond which was sold on May 15, 2024 and June 14, 2024 and trades with the ISIN Code of XS2817919587, was made as of today. According to the assessment made by Fitch Ratings on 21.11.2024, Vestel Elektronik's and bond's rating was determined as "B+ (Negative)" and according to the assessment made by Moody's Ratings on 15.04.2025, Vestel Elektronik's Long Term Corporate Family rating and bond's rating was determined as "Caa1 (Negative)".
Board of Directors of Vestel Elektronik 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 consolidated 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 consolidated financial reports, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi, located at Kılıçali Paşa Mah. Meclis-i Mebusan Cad. N 8 İç Kapı N 301 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.
The first coupon payment amounting to TL 86,013,750 on the TL 750,000,000 nominally valued corporate bond which was sold to qualified investors on January 29, 2025 with a maturity of 379 days and trades with the ISIN Code of TRSVSTL22610 , was made as of today. The interest rate for the second coupon payment has been set as 12.0563%.
With the decision of our Company's Board of Directors dated 25.04.2025 and numbered 2025/22; it has been decided to hold the Ordinary General Assembly Meeting of our Company for the year 2024 on Thursday, May 22, 2025 at 10:30 a.m. at Raffles Istanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No: 2/170 34340 Beşiktaş/İstanbul.
Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi made the following resolution:
In the 2024 fiscal year of our Company, according to the consolidated 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 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 loss attributable to the parent company in the amount of TL 11,020,692,000, and a net loss for the period of TL 2,851,403,383 according to the individual financial statements prepared within the framework of the relevant provisions of the Tax Procedure Law No. 213 ("TPL").
Within the framework of the information explained above, our Board of Directors has unanimously resolved to submit for the approval of the shareholders at the 2024 Ordinary General Assembly Meeting the matter that no dividend distribution shall be made due to the absence of distributable profit for the period in the Company's financial statements.
This resolution has been adopted unanimously by the members of the Board of Directors present at the meeting.
Within the Capital Markets Board's letter dated 17.04.2025 and numbered E-29833736 - 110.03.03.03.70874, 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.
Pursuant to our material event disclosures dated 08.04.2024, 22.05.2024 and 04.06.2024, as a result of the audit procedures carried out after the closing, it was decided not to make any adjustment in the share purchase price paid on the Closing (04.06.2024) and the share purchase price was finalized.
International rating agency Moody's revised our Company's Long Term Corporate Family Rating (CFR) from "B3" to ‘CAA1' and the Probability of Default Rating (PDR) from "B3-PD" to "Caa1-PD". The instrument rating of the guaranteed senior unsecured bonds issued by our company amounting to USD 500 million with a maturity of 2029 has been revised from "B3" to "Caa1". The outlooks of the ratings have been changed from "Stable" to "Negative".
Mr. Ergün Güler, who is the CEO of Vestel Group of Companies since September 1, 2023, will leave his current position as of April 9, 2025 and has been appointed as Chief International Subsidiaries and Investments Officer of Zorlu Holding A.Ş. effective as of May 1, 2025. Mr. Ömer Yüngül, Zorlu Holding A.Ş. Board Member and CEO, will assume the CEO role of Vestel Group of Companies as of April 9, 2025 until a new appointment is made.