Kap Notices

Pursuant to our material event disclosure dated 03 May 2023, the Board of Directors' proposal for not making any profit distribution for the year 2022 has been accepted and approved by the General Assembly.

At Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2022, which was held on 31 May 2023 at 10:00 am at Levent 199 Büyükdere Cad. No: 199 34394 Şişli/Istanbul, it has been resolved

• To approve the Consolidated Financial Statements for the fiscal year 2022,
• To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2022,
• 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. Ömer Yüngül and Mr. Bekir Cem Köksal as Board Members and Mr. Bekir Ağırdır, Ms. Ayşegül İldeniz and Mr. Elmas Melih Araz as Independent Board Members,
• To pay a monthly net remuneration of TL 60,000 to each Independent Board Member and to make no payment to other Board Members for the year 2023,
• To approve the Board of Directors' proposal for no profit distribution for the year 2022,
• 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 2023,
• To set the upper limit for the donations to be made in the period between January 1, 2023 and December 31, 2023 as 2.4% 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 2022 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

Zorlu Holding AŞ sold Vestel Elektronik Sanayi ve Ticaret AŞ ("Vestel Elektronik") shares with a nominal value of TL850,000 at a price range of TL39.1-39.3 per share via block sale on Borsa Istanbul on May 29, 2023. Following the transaction, the company’s share in Vestel Elektronik declined to 58.47%.

The third coupon payment amounting to TL 4,866,641 on the TL 61,000,000 nominally valued Corporate Bond, which was sold to qualified investors on August 25, 2022 with a maturity of 365 days and with the ISIN Code of TRSVSTL82325 was made as of today. The interest rate for the fourth coupon payment has been set as 8,0658% (simple annual interest 32%).

Zorlu Holding AŞ sold Vestel Elektronik Sanayi ve Ticaret AŞ ("Vestel Elektronik") shares with a nominal value of TL1,000,000 at a price TL36.24 per share via block sale on Borsa Istanbul on May 24, 2023. Following the transaction, the company’s share in Vestel Elektronik declined to 58.72%.

Zorlu Holding AŞ sold Vestel Elektronik Sanayi ve Ticaret AŞ ("Vestel Elektronik") shares with a nominal value of TL3,550,000 at a price range of TL39.2 – TL39.4 per share via block sale on Borsa Istanbul on May 17, 2023. Following the transaction, the company’s share in Vestel Elektronik declined to 59.02%.

Vestel Elektronik reported TL 16,915 mn (US$ 897 mn) of sales revenues and TL 64 mn (US$ 3 mn) of net loss for 1Q23.

Click here for the 1Q23 CMB financials

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 3 May 2023 for the selection of the independent audit firm, it has been unanimously decided 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 2023 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 2022.

The Board of Directors Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi has made the following decisions.

Vestel Elektronik Sanayi ve Ticaret AŞ recorded TL 856,747,000 of net profit in its consolidated financial statements prepared within the framework of the “Communiqué on the Principles of Financial Reporting in Capital Markets” numbered II-14.1 and in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards and audited by KPMG Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik AŞ, and TL 370,471,820 of net profit in its statutory financial statements prepared in accordance with the Turkish Commercial Code No. 6102 and Tax Procedure Law No. 213.

Taking into account the conditions stipulated in the Company’s Dividend Distribution Policy and considering the current economic environment; the Company’s long-term strategies and investment, liquidity and financing policies as well as the long-term interests of shareholders, employees and the Company, the Board resolved to propose not to make any profit distribution and after setting aside the required amount of TL 97,283,602 as special reserves as per the Article 5/1-e of the Corporate Tax Law No. 5520, to transfer the remaining amount of TL 273,188,218 to extraordinary reserves in order to strengthen the financial structure of the Company and to prevent new financing needs. This proposal will be submitted to the approval of shareholders at the Annual General Meeting for the year 2022.

Click here for the Dividend Distribution Table.