Kap Notices

Pursuant to our material event disclosure dated 12.02.2016, our wholly-owned indirect subsidiary Vestel Iberia SL has agreed with Telefonica Espana S.A. for the production of Movistar branded connected TVs for the latter. Accordingly, delivery of the products has started.

Pursuant to our material event disclosure dated 30.03.2016, Ministry of Customs and Trade has granted the necessary permission for the amendments in the Company’s Articles of Association.

Pursuant to our material event disclosure dated 17.03.2016, our Company’s application regarding the amendment of its Articles of Association has been approved by the Capital Markets Board of Turkey. Upon this, our Company will apply to the Ministry of Customs and Trade to obtain the necessary permission for the amendments in its Articles of Association.

The 2015 Ordinary General Assembly Meeting of our Company will be held to discuss the following agenda items at the address of Raffles İstanbul Zorlu Center, 34340 Beşiktaş/ISTANBUL on 26 April 2016 at 10:30 a.m.

Click here for the Agenda

At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;

The conclusion of "The Report Regarding the Common and Continuous Transactions" between our 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 our Company’s financial planning for the year 2016:

• Total revenues to be generated by Vestel Elektronik Sanayi ve Ticaret AŞ (“Company”) and its subsidiary Vestel Beyaz Eşya Sanayi ve Ticaret AŞ from Vestel Ticaret AŞ within the context of product sales are foreseen to exceed 10% of the Company’s revenues as disclosed to the public in its latest annual consolidated financial statements. It is concluded that the terms of the sales transactions to Vestel Ticaret AŞ have been compatible with the previous years and are reasonable when compared with the market conditions,
• Total amount of raw material purchases by Vestel Elektronik Sanayi ve Ticaret AŞ and its subsidiary Vestel Beyaz Eşya Sanayi ve Ticaret AŞ from Vestel Holland B.V. within the context of common and continuous procurement of raw materials, are foreseen to exceed 10% of the Company’s cost of sales as disclosed to the public in its latest annual consolidated financial statements. It is concluded that the terms of the purchase transactions with Vestel Holland B.V. have been compatible with the previous years and are reasonable when compared with the market conditions.

Taking into consideration the assessment of the Audit Committee dated 24 March 2016, the Company’s Board of Directors resolved to nominate Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ (A member of PricewaterhouseCoopers) to audit the Company’s financial reports for the fiscal year 2016 in accordance with the Turkish Commercial Code, the Capital Market Law and related regulations and to carry out the other duties required under these laws and to submit this selection to the approval of the shareholders at the Company’s 2015 Ordinary General Assembly Meeting.

At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;

Within the scope of the CMB legislation and the Articles of Association; the upper limit for the donations to be made by our Company during the year 2016 has been set as 0.1% of the Company’s consolidated revenues for the year 2015 as reported in its consolidated financial statements prepared in accordance with the CMB regulations and this limit shall be submitted to the shareholders’ approval at the Company’s 2015 Ordinary General Assembly Meeting.

At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;

Within the scope of the Article 4.3, entitled the Structure of the Board of Directors, of the Corporate Governance Principles embodied in the Corporate Governance Communiqué (II-17.1) of the Capital Markets Board and following the review of the Corporate Governance Committee’s Evaluation Report on the Independency of Independent Board Member Nominees dated 24 March 2016;

Mr. Hacı Ahmet KILIÇOĞLU (Turkish Identity No. 17339096086) and Mr. Ali Akın TARI (Turkish Identity No. 39715591572), who possess all of the criteria required for Independent Board Membership and who have presented their declarations of independency, personal resumes and letters of consent, have been nominated to serve as the Independent Board Members at the Board of Directors of our Company until the Ordinary General Assembly Meeting of 2016.

Also; Mr. Ahmet Nazif ZORLU (Turkish Identity No. 24844596260), Mr. Mehmet Emre ZORLU (Turkish Identity No. 24811597344), Ms. Selen ZORLU MELİK (Turkish Identity No. 24823596908) and Mr. Mümin Cengiz ULTAV (Turkish Identity No. 27313131528) have been proposed to serve as the other members on our Company’s Board of Directors until the Ordinary General Assembly Meeting of 2016.

At its meeting on 28 March 2016, our Company’s Board of Directors resolved that;

Although the Company recorded TL 59,620,000 of net profit in its consolidated financial statements prepared as per the Capital Market Law and related Communiqués and TL 135,385,025.59 of net profit in its statutory financial statements prepared as per the Turkish Commercial Code and Tax Procedure Law, no profit distribution can be made for the year 2015 due to accumulated losses from previous years and this decision will be presented to the information of the shareholders at the Annual General Assembly meeting.

Click here for the Dividend Distribution Table.

Pursuant to our material event disclosure dated 16.03.2016, today our Company has applied to the Capital Markets Board of Turkey to obtain the necessary approval for the amendment of its Articles of Association.