Kap Notices

TL 300,000,000 nominally valued Corporate Bond, which was sold to qualified investors on September 15, 2023 with a maturity of 265 days and with the ISIN Code of TRFVSTL62415, was redeemed as of today (June 6, 2024) with completion of th coupon payment amounting to TL 35,031,900 and the principal payment of TL 300,000,000.

Pursuant to our material event disclosures dated 08.04.2024 and 22.05.2024; as per the adjustment criteria set forth in the Share Purchase Agreement, although the final share purchase price will be determined after the closing subject to the agreement between the parties by making adjustments for financial and commercial liabilities as of 31.05.2024, at this stage, the acquisition and transfer of all shares held by Elektroskandia Sverige AB in Cylinda AB, representing Cylinda AB's share capital of 25,000 Swedish Krona (SEK), each with nominal value of 1 Swedish Krona (SEK) totalling 25,000 shares, for a total consideration of 69,464,282 Swedish Krona (EUR 6.08 million) by our 100% indirect subsidiary, Vestel Holland B.V. through payment of the share purchase price in cash and upfront are completed on 04.06.2024 (today).

In accordance with the adjustment criteria set forth in the Share Purchase Agreement, disclosure of the purchase price to the public has been postponed with the Board of Directors' decision dated 08.04.2024 in order not to mislead investors.

The final purchase price which will be determined by making adjustments for the financial and commercial liabilities as of 31.05.2024, will be fully and timely disclosed to the public.

International credit rating agency Fitch Ratings has assigned a final rating of "B+" to Vestel Elektronik Sanayi ve Ticaret AŞ's USD 450 million Eurobond due 2029.

Pursuant to our material event disclosure dated 24 May 2024, the Board of Directors’ proposal for the selection of PwC Bağımsız Denetim ve SMMM AŞ as the independent audit firm for auditing the Company’s accounts and transactions for the fiscal year 2024 has been accepted at the Company’s Annual General Meeting.

Pursuant to the Company’s material event disclosure dated 3 May 2024, the Board of Directors' proposal for no profit distribution for the year 2023 has been accepted at the Company’s Annual General Meeting.

At Vestel Elektronik Sanayi ve Ticaret AŞ’s Annual General Meeting for the year 2023, which was held on 29 May 2024 at 10:00 am at Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No: 2 Zorlu Center 34340 Beşiktaş/İstanbul, it has been resolved

• To approve the Consolidated Financial Statements for the fiscal year 2023,
• To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2023,
• To determine the number of members of the Board of Directors as seven and the term of office of the Board members as one year and to elect Mr. Ahmet Nazif Zorlu, Mr. Olgun Zorlu, Mr. Bekir Cem Köksal and Mr. Mümin Cengiz Ultav as Board Members and Ms. Ayşegül İldeniz, Mr. Adnan Yıldırım and Mr. Emin Ataç as Independent Board Members,
• To pay a monthly net remuneration of TL 80,000 to each Independent Board Member and to make no payment to other Board Members for the year 2024,
• To approve the Board of Directors' proposal for no profit distribution for the year 2023,
• To grant permission to members of the Board of Directors to carry out the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code,
• To select PwC Bağımsız Denetim ve SMMM AŞ as the independent audit firm to audit the accounts and transactions of the Company for the fiscal year 2024,
• To set the upper limit for the donations to be made in the period between January 1, 2024 and December 31, 2024 as 1.2% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA) calculated based on the Company’s publicly announced annual consolidated financial statements for the year 2023 prepared in accordance with the capital market regulations.

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 Elektronik Sanayi ve Ticaret AŞ's ("Company") financial planning for the year 2024;

• 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 2024 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 2024 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 third coupon payment amounting to TL 22,435,390 on the TL 190,000,000 nominally valued commercial paper, which was sold to qualified investors on August 25, 2023 with a maturity of 362 days and trades with the ISIN Code of TRFVSTL82413, was made as of today. The interest rate for the fourth coupon payment has been set as 13.5814%

The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi made the following resolution:

Taking into consideration the assessment made by the Audit Committee on 24 May 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 consolidated financial statements of the Company for the fiscal year 2024 in accordance with principles stipulated by the Turkish Commercial Code No. 6102, the Capital Market Law No. 6362 and other applicable legislation and carry out other duties specified in the relevant arrangements of the same laws and to submit the appointment for the approval of shareholders at the Annual General Meeting for the year 2023.

Vestel Elektronik Sanayi ve Ticaret AŞ's stand-alone income statement for the period 01.01.2024 - 31.03.2024, which has been submitted to the Tax Authority in accordance with the Tax Procedure Law, can be found in the attachment. The aforementioned income statement is not prepared in accordance with the Capital Markets Board's ("CMB") legislation. Since the financials of the Company's subsidiaries and associates are not included in the attached Financial Statement, these results may vary from the Consolidated Financial Statements prepared in accordance with the CMB regulations to be released in the upcoming days, and should not be used for forecasting the Company's Consolidated Financial Statements.