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Kap Notices

Regarding Related Party Transactions 01.04.2015

The conclusion of "The Report Regarding the Common and Continuous Transactions" executed 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:

Conclusion of the Related Party Transactions Report

Within the context of our Company’s financial planning for 2015:

  • Total revenues to be generated by Vestel Elektronik Sanayi ve Ticaret A.Ş. (“Company”) and its subsidiaries 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 reasonable when compared with the market conditions,
  • Total amount of raw material purchases by Vestel Elektronik San. ve Tic. AŞ and its subsidiaries 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 reasonable when compared with the market conditions.

Regarding the Election of Board Members Including the Independent Directors 01.04.2015

Within the scope of 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 30 March 2015;

The following individuals, 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 2015.

Mr. Hacı Ahmet KILIÇOĞLU (Turkish Identity No. 17339096086) and Mr. Ali Akın TARI (Turkish Identity No. 39715591572).

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 as the other Board members to serve until the Ordinary General Assembly of 2015.

Regarding the determination of the donation limit for 2015 01.04.2015

Within the scope of the CMB legislation and the Articles of Association; the donation limit for 2015 has been determined as 0.1% of consolidated revenues and this matter will be proposed to shareholders for approval at the upcoming 2014 Ordinary General Assembly Meeting.

BoD’s Dividend Distribution Proposal for the Annual General Assembly 01.04.2015

Although the Company recorded TL 97,376,000 of net profit in its consolidated financial statements prepared as per the Capital Market Law and related Communiqués and TL 94,096,919 of net profit in its statutory financial statements prepared as per the Turkish Commercial Code and Tax Procedure Law, the Board of Directors of Vestel Elektronik decided to propose no dividend payment for the year 2014 due to accumulated losses from previous periods at the Annual General Assembly meeting.

Click here for the Dividend Distribution Table.

Invitation for Ordinary General Assembly Meeting for the Year 2014 01.04.2015

The 2014 Ordinary General Assembly Meeting of our Company will be held to discuss the following agenda items at the address of Zorlu Center, 34340 Beşiktaş/ISTANBUL on 27 April 2015 at 10:30 a.m.

Click here for the Agenda

Share Transaction Notice 25.03.2015

Vestel Elektronik sold Vestel Beyaz Eşya shares with a nominal value of TL 3,139 on Borsa Istanbul at TL15.00 per share on March 25, 2015. Following the transaction, the Company’s share in Vestel Beyaz Eşya remained at 94.62%.

Share Transaction Notice 24.03.2015

Vestel Elektronik sold Vestel Beyaz Eşya shares with a nominal value of TL 54,000 on Borsa Istanbul within a price range of TL15.00-15.05 per share on March 24, 2015. Following the transaction, the Company’s share in Vestel Beyaz Eşya fell from 94.65% to 94.62%.

Share Transaction Notice 23.03.2015

Vestel Elektronik sold Vestel Beyaz Eşya shares with a nominal value of TL 6,849 on Borsa İstanbul within a price range of TL 15.25-15.30 per share on March 23, 2015. Following the transaction, the Company’s share in Vestel Beyaz Eşya remained at 94.65%.

Share Transaction Notice 20.03.2015

Vestel Elektronik sold Vestel Beyaz Eşya shares with a nominal value of TL97,268 on Borsa Istanbul at a price range of TL15.25-15.35 per share on March 20, 2015. Following the transaction, the Company’s share in Vestel Beyaz Eşya fell from 94.71% to 94.65%.

Regarding the Material Event Disclosure dated 24.02.2015 12.03.2015

Pursuant to our material event disclosure dated 24.02.2015; the tablet set tender held by the Ministry of National Education has not been concluded in our Company’s favor.