Kap Notices

Completion of Second Coupon Payment and Announcement of the Interest Rate for the Third Payment for the Corporate Bond with the ISIN Code of TRSVSTLA2613 The second coupon payment amounting to TL 2,610,732,74 on the TL 24,340,000 nominally valued corporate bond which was sold to qualified investors on November 26, 2025 with a maturity of 386 days and trades with the ISIN Code of TRSVSTLA2613 , was made as of today. The interest rate for the third coupon payment has been set as 11.2192%. 

The Ordinary General Assembly Meeting of our Company for the year 2025 was registered by the Istanbul Trade Registry Office on 21 May 2026 and published in the Turkish Trade Registry Gazette dated 22 May 2026 and numbered 11588.

The resolution adopted at the General Assembly Meeting held on 14 May 2026 regarding the appointment of PwC Independent Audit and Certified Public Accountant Inc. as the independent auditor of our Company was registered on 21 May 2026 and published in the Turkish Trade Registry Gazette dated 22 May 2026, issue no. 11588.

On 22 May 2026, the Board of Directors resolved as follows;

1. To appoint Independent Board Member Mr. Emin ATAÇ as Chairman of the Corporate Governance Committee, and Independent Board Member Mr. Adnan YILDIRIM and Investor Relations Responsible Ms. Ayça ERSOY as members of the Corporate Governance Committee,
2. To appoint Independent Board Member Mr. Adnan YILDIRIM as Chairman of the Audit Committee, and Independent Board Member Mr. Emin ATAÇ as member of the Audit Committee,
3. To appoint Independent Board Member Mr. Adnan YILDIRIM as Chairman of the Early Detection of Risk Committee, and Independent Board Member Mr. Emin ATAÇ as member of the Early Detection of Risk Committee,
4. To appoint Independent Board Member Mr. Emin ATAÇ as Chairman of the Strategy, Investment and R&D Committee, and Mr. Bekir Cem KÖKSAL as member of the Strategy, Investment and R&D Committee,
5. To appoint Independent Board Member Mr. Emin ATAÇ as Chairman of the Sustainability Committee, and Mr. Bekir Cem KÖKSAL as member of the Sustainability Committee.

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 consolidated financial statements of the Company for the 2025 fiscal year were approved.
• The TSRS-Compliant Sustainability Report of the Company for the 2024 fiscal year was approved.
• Given that no distributable profit was recorded in the Company's 2025 financial statements prepared in accordance with the Capital Markets legislation and the Tax Procedure Law, the General Assembly has resolved not to distribute dividends for the 2025 fiscal year.
• The members of the Board of Directors were released separately for their activities and transactions during the 2025 fiscal year.
• The number of Board members was determined as 5, and for a term of 1 year, Mr. Adnan YILDIRIM and Mr. Emin ATAÇ were elected as independent Board members, and Vestel Mobilite Sanayi ve Ticaret Anonim Şirketi (represented by its real person representative Mr. Ahmet Nazif ZORLU), Vestel Ventures Arge Anonim Şirketi (represented by its real person representative Mr. Olgun ZORLU), and Vestek Elektronik Araştırma Geliştirme Anonim Şirketi (represented by its real person representative Mr. Mehmet Emre ZORLU) were elected as Board members.
• The remuneration of the independent Board members was determined, and it was resolved that no remuneration would be paid to the other Board members.
• PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi was elected as the independent auditor to conduct the audit of the accounts and transactions for the year 2026 in accordance with the Turkish Commercial Code and capital markets legislation, and to carry out the mandatory sustainability assurance audit for 2026 pursuant to the regulations of the Public Oversight, Accounting and Auditing Standards Authority.
• The donation limit for 2026 was determined as 0.05% of the revenue amount calculated based on the Company's annual consolidated financial statements for 2025 prepared and publicly disclosed in accordance with the regulations of the Capital Markets Board.
• It was resolved to authorize the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code.
• At the request of a shareholder, the item regarding the appointment of a special auditor was added to the agenda as Item 16, and following the voting, the proposal was rejected.

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).