Kap Notices

The Corporate Governance Principles Compliance Rating Agreement signed between our Company and SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri AŞ (SAHA) on August 27,2014, has expired as of August 27, 2015. Therefore, a renewal agreement has been signed with SAHA on August 27, 2015, which will be valid until August 27, 2016.

Regarding the recent news published in Daily Sabah, we announced via our material event disclosure dated October 20,2014 that we were interested in electric car business yet our evaluations regarding the issue are still in inquiry phase. Currently, no Board decision has been taken related to the subject.

Vestel Elektronik reported TL3,738 mn (US$1,459 mn) of consolidated revenues and a net loss of TL32.5 mn (US$12.7 mn) in 1H15.

Click here for 1H15 CMB financials.

Turkish Competition Authority has initiated a probe into some companies operating in the consumer electronics sector including our 100% owned subsidiary, Vestel Ticaret AS to determine whether or not the Article 4 of the Act no. 4054 has been violated. A probe does not necessarily mean that our Company will be charged with a fine. We currently pursue the necessary actions within the legislative framework concerning the said investigation. Further developments will be shared with the public.

Vestel Elektronik reported TL1,808 mn (US$736 mn) of consolidated revenues and a net loss of TL74 mn (US$30 mn) in 1Q15.

Click here for 1Q15 CMB financials.

At its meeting on 28.04.2015; Our Company’s BoD resolved to elect Mr. Ahmet Nazif Zorlu, with the Turkish Identity No. 24844596260 as the Chairman of the Board, Mr. Ali Akın Tarı, with the Turkish Identity No. 39715591572 as the Vice Chairman, Ms. Selen Zorlu Melik, with the Turkish Identity No. 24823596908, Mr. Mehmet Emre Zorlu, with the Turkish Identity No. 24811597344, Mr. Mümin Cengiz Ultav, with the Turkish Identity No. 27313131528, and Mr. Hacı Ahmet Kılıçoğlu, with the Turkish Identity No. 17339096086 as the Board Members.

At its meeting on 27.04.2015, Our Company’s BoD resolved to

• Appoint Mr. Ali Akın Tarı, 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, in accordance with the CMB’s II.17.1 Communiqué on Corporate Governance,
• Appoint Mr. Ali Akın Tarı, Independent Member of the Board, as the Chairman of the Audit Committee and Mr. Hacı Ahmet Kılıçoğlu, Independent Member of the Board, as the Committee Member,
• Appoint Mr. Hacı Ahmet Kılıçoğlu, Independent Member of the Board, as the Chairman of the Early Detection of Risk Committee; Ms. Selen Zorlu Melik, Board Member, as the Committee Member.

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.

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.

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.