Kap Notices

Through above-mentioned brand acquisitions, the company mainly targets Northern European market considering strong positioning and recognition of these brands in that region. Hence, the Company's current strategy continues with no aim to establish a "Global brand".

Please note that the company has a "strong brand name" at home and aims to expand its business in Russia and ex-CIS countries, Middle East and Sub Continental Asia through "Vestel branded products".

On the date of 23.08.2006, Vestel Elektronik Sanayi ve Ticaret A.Ş., Vestel Beyaz Eşya Sanayi ve Ticaret A.Ş., Vestel Komünikasyon Sanayi ve Ticaret A.Ş., Vestel Dijital A.Ş. and Vestel Holland B.V. under the structure of the Vestel Group of Companies have signed a letter of credit syndicated loan facility at the amount of 125,000,000 USD for a period of 1 year with the participation of local and foreign banks acting under the leadership of Deutsche Bank A.G. and ABN Amro Bank N.V..

At the General Shareholders' Meeting of Vestel Electronics held on the date of 24.05.2006, it was decided that:

• no profits to be distributed since although profits had been determined in the financial statements being prepared according to the "Communiqué In Respect Of Accounting Standards in the Capital Market" with No. 25 and Serial XI ", losses from the previous years had appeared in the financial statements in which inflation adjustments had been made as of the date of 31.12.2003 in accordance with the Communiqué with No. 21 and Serial XI, and no profits existed as a result of deduction of the profit for the year of 2005 from these losses,
• the number of Members of the Board of Directors was established to be 7 for the activity year of 2006, and Mr. Ahmet Nazif Zorlu, Ms. Şule Zorlu, Mr. Ömer Yüngül, Mr. Mehmet Cem Bodur, Mr. Enis Turan Erdoğan, Mr. Yılmaz Argüden and Mr. Ekrem Pakdemirli were elected to the Memberships of the Board of Directors to display activities for 1 year,
• the number of auditors for the activity year of 2006 was established to be 2, and Mr. Şerif Arı and Mr. Ahmet Günaydın Hızarcı were elected to the auditor positions,
• the Engin Independent Accountancy Financial Consultancy Corp. (Engin Serbest Muhasebecilik Mali Müşavirlik A.Ş.), which had been elected as the independent auditing firm for the period of 01.01.2006 - 31.12.2006 by the Board of Directors was approved,
• and Article 6 of the Articles of Association to be amended.

Vestel Electronics acquired a 55% stake in Birim Bilgi İşlem Müşavirlik ve Ltd, a healthcare software company at a total value of 1,500,000 USD from BYSE Bilişim Sistemleri A.S. Following this transaction, 55% of Birim Bilgi İşlem is owned by Vestel Electronics Industry and Trading Corp., the remaining 45% share being owned by BYSE Bilişim Sistemleri A.S. The agreement was signed on the date of 02.05.2006.

As agreed upon previously by the board of directors, Vestel Electronics purchased 89,699,993 units of Vestel White Goods shares belonging to Zorlu Holding and Zorlu Family over the public offering price of 3.20 YTL on the date of April the 13th, 2006.

With regards to the public offering of Vestel White Goods shares, the demand collection period is completed and the IPO price is set at 3.20 YTL per share. In addition to the issuance of 52,000,000 shares through the capital increase, over-allotment option is exercised in full, bringing up the total number of shares sold to 59,800,000 shares.

As agreed upon previously by the board of directors of our company, Vestel Electronics shall purchase 89,699,993 Vestel White Goods shares belonging to Zorlu Holding and Zorlu Family over the public offering price of 3.20 YTL on the date of April the 13th, 2006. The distribution of the shares to be purchased to the shareholders shall be as follows:

As a result of this transaction, the shareholding structure of Vestel White Goods Industry and Trading Corp. shall be as follows:

Vestel Electronics, Vestel White Goods Vestel Communications Vestel Digital and Vestel Holland B.V. have received a syndicated loan of 120,000,000 USD for a period of 1 year with the participation of local and foreign banks acting under the leadership of the ABN Amro Bank N.V. on the date of February the 10th, 2006.