Kap Notices

At its meeting on 11.05.2022, Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi's Board of Directors unanimously resolved,

• To elect Mr. Bekir Ağırdır, Independent Member of the Board, as the chairperson, and Ms. Selen Zorlu Melik, Board Member and Ms. Serap Mutlu, Investor Relations Director, as the committee members to carry out the activities of the Corporate Governance Committee
• To elect Mr. Elmas Melih Araz, Independent Member of the Board, as the chairperson and Mr. Bekir Ağırdır, Independent Member of the Board, as the committee member to carry out the activities of the Audit Committee,
• To elect Mr. Elmas Melih Araz, Independent Member of the Board, as the Chairperson, and Ms. Selen Zorlu Melik, Board Member, as the committee member to carry out the activities of the Early Detection of Risk Committee.

Pursuant to our material event disclosure dated 12 April 2022, Board of Directors' proposal regarding the selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ as the independent audit firm for auditing the Company's accounts and transactions in 2022 has been accepted at the Company's 2021 Annual General Meeting.

Pursuant to our material event disclosure dated 12 April 2022, the Board of Directors' proposal for not making any profit distribution for the year 2021 has been accepted and approved by the General Assembly.

Vestel Elektronik Sanayi ve Ticaret AŞ’s Annual General Meeting for the year 2021 was held on 11 May 2022 at 10:00 am at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul.

Click here for the Minutes of the Meeting.

Click here for the List of Attendees.

Vestel Elektronik reported TL 11,741 mn (US$ 843 mn) of sales revenues and TL 472 mn (US$ 34 mn) of net profit for 1Q22.

Click here for the 1Q22 CMB financials

The conclusion section of the "Report on the Common and Continuous Transactions" between Vestel Elektronik (including consolidated subsidiaries) and its related parties, which was prepared in accordance with the Article 10 of the CMB's (II.17.1) Communiqué on Corporate Governance, is provided below :

Within the context of the Company's financial planning for the year 2022,

• 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 2022 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 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 purchases to be made by Vestel Elektronik and its subsidiaries Vestel Beyaz Eşya and Vestel Ticaret from Vestel Holland B.V. in 2022 within the context of common and continuous raw material procurement transactions 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 terms of the 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 6,921,585.00 on the TL 165,000,000 nominally valued Corporate Bond, which was sold to qualified investors on July 30, 2021 with a maturity of 367 days and trades with the ISIN Code of TRSVSTL82218 was made as of today.

Vestel Elektronik Sanayi ve Ticaret AŞ's Board of Directors decided to apply to the Capital Markets Board to issue up to TL 750 million of debt instruments in single or multiple tranches with varying maturities of maximum 5 years. The instruments will be sold to qualified investors without public offering and/or through private placements in the domestic market and can be issued as all kinds of bonds, convertible bonds, exchangeable bonds, commercial papers and other capital market instruments that are debt instruments by their nature and accepted by the Capital Markets Board.

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 11 April 2022 for the selection of the independent audit firm, it has been unanimously decided to appoint KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent audit firm to audit the financial statements of the Company for the fiscal year 2022 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 2021.

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

Vestel Elektronik Sanayi ve Ticaret AŞ recorded TL 1,895,487,000 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 2,600,478,781 of net profit in its statutory financial statements prepared in accordance with the Turkish Commercial Code and Tax Procedure Law with Number 213.

Taking into account the conditions set forth in the Company's Dividend Distribution Policy; the Board resolved to propose not to make any profit distribution and to add the profit amounting to TL 2,104,155,380 to extraordinary reserves after setting aside the required amount of TL 496,323,401 for the special reserves as per the Article 5/1-e of the Corporate Tax Law with Number 5520 and in order to strengthen the financial structure of the Company and not to create an additional funding requirement considering the current economic outlook, the long term strategies, the liquidity, investment and financing policies of the Company as well as to protect the long term interests of the shareholders, employees and the Company. This proposal will be submitted to the approval of shareholders at the Company's 2021 Annual General Meeting.

Click here for the Dividend Distribution Table.