The first coupon payment amounting to TL 86,013,750 on the TL 750,000,000 nominally valued corporate bond which was sold to qualified investors on January 29, 2025 with a maturity of 379 days and trades with the ISIN Code of TRSVSTL22610 , was made as of today. The interest rate for the second coupon payment has been set as 12.0563%.
With the decision of our Company's Board of Directors dated 25.04.2025 and numbered 2025/22; it has been decided to hold the Ordinary General Assembly Meeting of our Company for the year 2024 on Thursday, May 22, 2025 at 10:30 a.m. at Raffles Istanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No: 2/170 34340 Beşiktaş/İstanbul.
Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi made the following resolution:
In the 2024 fiscal year of our Company, according to the consolidated financial statements prepared in compliance with the formats determined by the Public Oversight, Accounting and Auditing Standards Authority ("POA") and the Capital Markets Board ("CMB"), based on the Turkish Financial Reporting Standards enacted by POA in accordance with the CMB Communiqué No. II-14.1 on "Principles of Financial Reporting in Capital Markets", and audited by PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik A.Ş., has generated a net loss attributable to the parent company in the amount of TL 11,020,692,000, and a net loss for the period of TL 2,851,403,383 according to the individual financial statements prepared within the framework of the relevant provisions of the Tax Procedure Law No. 213 ("TPL").
Within the framework of the information explained above, our Board of Directors has unanimously resolved to submit for the approval of the shareholders at the 2024 Ordinary General Assembly Meeting the matter that no dividend distribution shall be made due to the absence of distributable profit for the period in the Company's financial statements.
This resolution has been adopted unanimously by the members of the Board of Directors present at the meeting.
Within the Capital Markets Board's letter dated 17.04.2025 and numbered E-29833736 - 110.03.03.03.70874, the amendment of the Articles of Association has been given the appropriate opinion and will be submitted to the approval of the shareholders at the Ordinary General Assembly for the fiscal year 2024 following the receipt of the relevant Ministry's approval.
Pursuant to our material event disclosures dated 08.04.2024, 22.05.2024 and 04.06.2024, as a result of the audit procedures carried out after the closing, it was decided not to make any adjustment in the share purchase price paid on the Closing (04.06.2024) and the share purchase price was finalized.
International rating agency Moody's revised our Company's Long Term Corporate Family Rating (CFR) from "B3" to ‘CAA1' and the Probability of Default Rating (PDR) from "B3-PD" to "Caa1-PD". The instrument rating of the guaranteed senior unsecured bonds issued by our company amounting to USD 500 million with a maturity of 2029 has been revised from "B3" to "Caa1". The outlooks of the ratings have been changed from "Stable" to "Negative".
Mr. Ergün Güler, who is the CEO of Vestel Group of Companies since September 1, 2023, will leave his current position as of April 9, 2025 and has been appointed as Chief International Subsidiaries and Investments Officer of Zorlu Holding A.Ş. effective as of May 1, 2025. Mr. Ömer Yüngül, Zorlu Holding A.Ş. Board Member and CEO, will assume the CEO role of Vestel Group of Companies as of April 9, 2025 until a new appointment is made.
JCR-Eurasia Rating has assessed the consolidated structure of Vestel Elektronik Sanayi ve Ticaret AŞ and revised its Long-Term National Issuer Rating as "A- (tr)" with a "Stable" outlook. The Short-Term National Issuer Credit Rating has been revised as "J2 (tr)" with a "Stable" outlook. The company's Long-Term International Foreign and Local Currency Issuer Ratings and their outlooks have been affirmed at "BB / Stable."
Our Company’s Board of Directors has resolved, in accordance with the provisions of the Turkish Commercial Code and capital markets regulations, to amend our Articles of Association as attached by modifying Articles 4, 5, 6, 11, 12, 16, 17, 19, 21, 25, 28, 30, and 31, and by cancelling and removing Articles 13, 18, 22, 23, 24, 32, and 35. Additionally, in line with Article 18 of the Capital Markets Law and the provisions of the Capital Markets Board’s Registered Capital System Communiqué (II-18.1), it has been resolved to extend the validity period of our registered capital ceiling for a new five-year term covering 2025–2029, and Article 6 of our Articles of Association has been amended accordingly. In this regard, the Management has been authorized to carry out all necessary transactions, including applying to the Capital Markets Board and the Ministry of Trade to obtain the required legal approvals.
Pursuant to our material event disclosures dated 26.09.2014, 25.12.2019 and 18.07.2024, an amendment agreement was signed between Vestel Ticaret A.Ş., a wholly owned subsidiary of our Company, and Sharp Corporation on 25.03.2025 (today) to extend the scope of the existing cooperation in the field of white goods and small domestic appliances in Europe and to extend the terms of the existing brand license, distributorship and service levels agreements until the end of 2029 starting from 1 January 2025, and if the conditions stipulated in the agreement are met, the contract period can be extended for an additional period of 5 years.