Kap Notices

The conclusion section of the "Report on the Common and Continuous Transactions" between the Company (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 2020:

• 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 2020 are foreseen to exceed 10% of the Company’s revenues reported in its latest annual consolidated financial statements. It is concluded that the terms of the sales transactions to 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 2020 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 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.

Pursuant to the Article 4.2.8 of the Capital Markets Board’s Communiqué on Corporate Governance, Vestel Elektronik has renewed its existing Directors and Officers Liability Policy for one year. The annual insurance limit of the policy exceeds 25% of the Company’s share capital.

Vestel Elektronik has announced on March 20, 2020 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 750 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 50,066,100 corporate green bond with floating coupon payments with a maturity of 372 days to domestic qualified investors on July 9, 2020. Garanti Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue. The "Second Party Opinion" for the "Green Bond" issuance obtained from Vigeo Eiris with the best evaluation and the "Green Bond Framework" prepared in this context are provided in the attachment.

Vestel Elektronik has announced on March 20, 2020 that the Capital Markets Board had approved the Company's application to issue debt instruments up to a nominal value of TL 750 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 50,380,000 corporate green bond with floating coupon payments with a maturity of 728 days to domestic qualified investors on July 9, 2020. Garanti Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue. The "Second Party Opinion" for the "Green Bond" issuance obtained from Vigeo Eiris with the best evaluation and the "Green Bond Framework" prepared in this context are provided in the attachment.

The amendment of the Articles of Association regarding the extension of the validity period of registered capital ceiling has been registered by Istanbul Trade Registry Office on July 7, 2020.

Decisions taken in the Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2019, which was held on June 30, 2020, has been registered by Istanbul Trade Registry Office on July 7, 2020.

At its meeting on 30.06.2020, the Company’s Board of Directors resolved to;

• Appoint Mr. Bekir Ağırdır, Independent Member of the Board, as the Chairman of the Corporate Governance Committee and Mr. Mehmet Emre Zorlu, Board Member, and Ms. Serap Mutlu, Investor Relations Director, as the Committee members,
• Appoint Mr. Elmas Melih Araz, Independent Member of the Board, as the Chairman of the Audit Committee and Mr. Bekir Ağırdır, Independent Member of the Board, as the Committee Member,
• Appoint Mr. Elmas Melih Araz, Independent Member of the Board, as the Chairman of the Early Detection of Risk Committee and Mrs. Selen Zorlu Melik, Board Member, as the Committee Member.

Pursuant to our material event disclosure dated 03.06.2020, the Board of Directors’ proposal for not distributing 2019 profit has been discussed and accepted at the Company’s 2019 Annual General Meeting.

Pursuant to our material event disclosure dated 03.06.2020, Board of Directors’ proposal regarding selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ as the independent audit firm has been accepted at the Company's 2019 Annual General Meeting.

Vestel Elektronik Sanayi ve Ticaret AŞ’s Annual General Meeting for the year 2019 was held on 30 June 2020 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.