Kap Notices

Vestel Elektronik Sanayi ve Ticaret AŞ’s Ordinary General Assembly Meeting for the year 2016 will be held to discuss the following agenda items at the address of Raffles İstanbul Zorlu Center, 34340 Beşiktaş/ISTANBUL on 9 May 2017 at 10:00 am.

Click here for the Agenda.

Click here for the Invitation.

At its meeting on 11 April 2017, the Company’s Board of Directors took the following decisions.

Vestel Elektronik Sanayi ve Ticaret AŞ recorded TL 167,719,000 of net profit in its consolidated financial statements prepared in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards as per the Capital Market Law and related Communiqués and TL 102,637,476 of net profit in its statutory financial statements prepared under the Tax Procedure Law.

Since no distributable profit remains after offsetting the TL 167,719,000 of net profit recorded in the consolidated financial statements with the previous years’ losses of TL 168,010,000 it is decided that no profit distribution can be made for the year 2016. After making a deduction for the 5% first legal reserve amounting TL 5,131,874, which has to be set aside in accordance with the Article 519 of the Turkish Commercial Code, the remaining TL 97,505,602 of net distributable profit based on the statutory financial statements is decided to be set aside as an extraordinary reserve. These decisions will be presented to the information of the shareholders at the Company’s 2016 Ordinary General Assembly Meeting.

Click here for the Dividend Distribution Table.

Regarding the news that appeared in various media sources yesterday (based on the news published in the Japanese Nikkei Newspaper dated April 9, 2017), in line with our Company’s target to strengthen its position in international markets and accelerate branded growth via brand licensing agreements and/or brand acquisitions, Vestel Elektronik initiated talks with Toshiba Corporation to acquire its TV business unit, Toshiba Visual Solutions Corporation. Since it is not clear at this stage whether the talks would result in a final agreement, public announcement on the issue has been deferred with a Board decision until the signing of a definitive agreement between the parties in accordance with the CMB (Turkish Capital Markets Board) regulations.

Our 100% owned subsidiary, Vestel Ticaret AŞ (“Vestel Ticaret”) signed a brand licensing agreement with “Toshiba Visual Solutions Corporation” on September 1, 2016 for the manufacture, sales, marketing and distribution of televisions under the license of Toshiba brand in the European market. The agreement will be initially valid for five years.

Our Company has announced on November 10, 2016 that Competition Authority has decided to impose a TL 8,024,370.30 of administrative fine, open to judicial review, on Vestel Ticaret AŞ related with the probe initiated within the scope of the Act No. 4054 on the Protection of Competition. The afore-mentioned fine has been paid within the legal period with a 25% cut as of April 6, 2017. Vestel Ticaret AŞ will take legal action for the cancellation of the decision and further developments will be shared with the public.

Vestel Elektronik announced consolidated sales revenues of TL 9,540 mn (US$ 3,158 mn) and net profit of TL 168 mn (US$ 56 mn) in 2016.

Click here for FY16 CMB financials.

SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri AŞ (“SAHA”), which is authorised to carry out rating studies in Turkey in accordance with the Capital Markets Board’s (“CMB”) Corporate Governance Principles, revised up Vestel Elektronik’s Corporate Governance Rating from 9.36 (93.60%) to 9.49 (94.86%) as of February 21, 2017.

Our Corporate Governance Rating has been determined as a result of the evaluation made under four main sections (Shareholders, Public Disclosure and Transparency, Stakeholders, Board of Directors) in accordance with the CMB's Corporate Governance Principles.

The sub-sections of our Corporate Governance Rating are as follows:

Our Company’s updated rating, which is determined by SAHA in accordance with the Corporate Governance Principles, indicates Vestel Elektronik’s determination to adopt corporate governance principles and the improvements made in the implementation of necessary policies and measures.

The afore-mentioned report is available on our Company's website www.vestelinvestorrelations.com.

Standard & Poor's revised Vestel Elektronik Sanayi ve Ticaret AŞ’s rating outlook from stable to negative while affirming the Company’s credit rating at 'B-' on February 3, 2017. The outlook revision is driven by the downgrade in Turkey’s sovereign credit outlook.

Pursuant to our material event disclosure dated 02.09.2016, all the regulatory approvals have been obtained regarding the preliminary share purchase agreement signed between our Company’s 100% owned subsidiary Vestel Ticaret AŞ and Compalead Electronics B.V. for the acquisition of the shares of “Compal Electronics Europe sp. z o.o.”, which was announced to the public on 01.09.2016. The share transfer has been completed as of 30.12.2016.

Pursuant to our material event disclosure dated 01.09.2016, all the regulatory permissions have been obtained regarding the brand licensing agreement signed between Vestel Ticaret AŞ, our Company’s 100% owned subsidiary, and Toshiba Visual Solutions Corporation. The agreement became effective as of 22.12.2016. Accordingly, Vestel Ticaret AŞ could commence its commercial operations in the countries under scope.

Pursuant to our material event disclosure dated 01.09.2016, the Competition Authority has granted permission to the brand licensing agreement signed between Vestel Ticaret AŞ, our Company’s 100% owned subsidiary, and Toshiba Visual Solutions Corporation and to the commercial operations to be undertaken in the Turkish market within the scope of this agreement. The permission will be valid for five years. Regulatory approvals to be obtained in other countries under scope have not been fully completed. Futher developments will be shared with the public.