Within the framework of the resolution regarding the election of the members of the Board of Directors adopted at the Ordinary General Assembly Meeting of our Company held on May 14, 2026, pursuant to the Board of Directors' Resolution dated May 15, 2026 regarding the distribution of duties; it has been resolved that Vestel Mobilite Sanayi ve Ticaret AŞ (represented by its real person representative Ahmet Nazif Zorlu) be appointed as the Chairperson of the Board of Directors and Adnan Yıldırım be appointed as the Vice Chairperson of the Board of Directors.
The fourth 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. This statement was translated into English for informative purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22.05.2025, based on the Audit Committee's assessment dated 30.04.2025 regarding the selection of the independent auditor within the frame of the Board of Directors' proposal dated 30.04.2025 and numbered 2025/23, it was resolved that PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik Anonim Şirketi be appointed as the independent audit firm to audit the Company's consolidated financial statements for the accounting period between 01.01.2025 and 31.12.2025 in accordance with the principles set forth under the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362, to perform other related activities within the scope of the applicable regulations under said laws, and to conduct the mandatory sustainability assurance audit of the sustainability reports, which complement the consolidated financial reports, for the periods 01.01.2024–31.12.2024 and 01.01.2025–31.12.2025, to be prepared in accordance with the Turkish Sustainability Reporting Standards, within the scope of the Assurance Engagement Standards issued by the Public Oversight, Accounting and Auditing Standards Authority.
At the Ordinary General Assembly Meeting of our Company for the 2025 fiscal year held on 14.05.2026, the shareholders resolved, by taking into consideration the proposal of the Board of Directors dated 16.04.2026 and numbered 2026/31, not to distribute dividends since the Company recorded a net loss for the period attributable to the parent company amounting to TRY 29,681,104,000 in its consolidated financial statements for the 2025 fiscal year and a net loss for the period amounting to TRY 11,507,319,953 in its individual financial statements prepared in accordance with the relevant provisions of the Tax Procedure Law No. 213, and therefore no distributable profit available in the Company’s financial statements.
At the Ordinary General Assembly Meeting of the Company pertaining to the 2025 fiscal year, held on 14 May 2026, the resolutions set out below were duly adopted:
The financial results presentation of our Company for the period 01.01.2026–31.03.2026 is made available to our investors on our corporate website (www.vestelinternational.com).
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 2026;
- 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 2026 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 2026 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.
Mr. Özgür Yılmaz, Chief Customer Services Officer of our Company, has resigned from his position effective as of May 1, 2026 (today). Domestic Customer Services operations have been structured to report to Ms. Duygu Badem Uylukçuoğlu, Chief Marketing & Domestic Sales Officer. International Customer Services operations have been structured to report to Mr. Ali Yalçın, Chief Executive Officer of Europe. This is respectfully announced to the public.
Ms. Zeynep Tarhan, our Chief Human Resources Officer, has submitted her resignation via her petition dated April 30, 2026, to be effective as of June 30, 2026. Respectfully announced to the public.
Following the latest assessment by the international credit rating agency Moody's, our Company's Long-Term Corporate Family Rating (CFR) has been downgraded from "Caa1" to "Caa2", and the Probability of Default Rating (PDR) has been revised from "Caa1-PD" to "Caa2-PD". In addition, the rating of the Company's USD 500 million guaranteed senior unsecured notes due 2029 has been downgraded from "Caa1" to "Caa2". The outlook for all ratings has been remained as "Negative."