Kap Notices

The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi has taken the following decisions.

1-           To elect Mr.Emin Ataç, Independent Board Member, as the Chairperson and Mr. Adnan Yıldırım, Independent Board Member, and Ms. Ayça Ersoy, Investor Relations Department Responsible, as the Committee members to carry out the activities of the Corporate Governance Committee,

2-          To elect Mr. Adnan Yıldırım, Independent Board Member, as the Chairperson and Ms.Ayşe Botan Berker, Independent Board Member, as the Committee member to carry out the activities of the Audit Committee,

3-          To elect Ms.Ayşe Botan Berker, Independent Board Member, as the Chairperson and Mr. Adnan Yıldırım, Independent Board Member, as the Committee member to carry out the activities of the Early Detection of Risk Committee,

4-          To elect Mr.Emin Ataç, Independent Board Member, as the Chairperson and Mr. Bekir Cem Köksal, Board Member, as the Committee members to carry out the activities of the Strategy, Investment and R&D Committee,

5-          To elect Mr. Emin Ataç, Independent Board Member, as the Chairperson and Mr. Bekir Cem Köksal, Board Member,, as the Committee member to carry out the activities of the Sustainability Committee.

At the ordinary general assembly meeting of our company dated May 22, 2025, the amendment to the articles of association regarding the extension of the existing registered capital ceiling was approved and registered on 28.05.2025.

The resolutions of Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2024, which was held on May 22, 2025, have been registered by the Istanbul Trade Registry Office on May 28 ,2025.

The first coupon payment amounting to TL 80,230,820 on the TL 340,000,000 nominally valued corporate bond which was sold to qualified investors on December 5, 2024 with a maturity of 379 days and trades with the ISIN Code of TRSVSTLA2514 , was made as of today. The interest rate for the second coupon payment has been set as 24.9615%

The first coupon payment amounting to TL 29,282,310 on the TL 270,000,000 nominally valued corporate bond which was sold to qualified investors on February 26, 2025 with a maturity of 401 days and trades with the ISIN Code of TRSVSTL42618, was made as of today. The interest rate for the second coupon payment has been set as 12.4221%. 

Vestel Elektronik Sanayi ve Ticaret AŞ completed the sale of a TL 96,910,000 commercial paper with fixed coupon payment with a maturity of 183 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The debt instrument offers an annual simple interest rate of 53%. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue. 

Vestel Elektronik Sanayi ve Ticaret AŞ completed the sale of a TL 35,050,000 corporate bond with floating coupon payment with a maturity of 394 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The interest rate of this instrument is 54,00% annual simple for the first coupon, 54,00% annual simple or the higher of TLREF + 1% (BIST TLREF Index Change + 100 Basis Points Additional Return) for the other coupons. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.

TL 675,000,000 nominally valued Commercial Paper, which was sold to qualified investors on November 26, 2024 with a maturity of 182 days and with the ISIN Code of TRFVSTL52515, was redeemed as of today (May 27, 2025) with completion of th coupon payment amounting to TL 168,288,300 and the principal payment of TL 675,000,000. 

Within the framework of the decision taken at the Ordinary General Assembly Meeting of our Company held on May 22, 2025 regarding the election of members of the Board of Directors, it was unanimously resolved by the members of the Board of Directors attending the meeting to elect Mr. Ahmet Nazif Zorlu as the Chairperson of the Board of Directors and Mr. Adnan Yıldırım as the Deputy Chairperson of the Board of Directors with the Resolution of the Board of Directors regarding the Distribution of Duties dated May 22, 2025.

At the 2024 fiscal year Ordinary General Assembly Meeting of our Company held on 22 May 2025, the following resolutions were adopted:

• The balance sheet and profit/loss accounts for the 2024 fiscal year operations of the Company were approved.
• Each member of the Board of Directors was individually released from liability for their activities and transactions during their term of office in 2024.
• It was resolved not to distribute dividends for the year 2024 due to the absence of distributable profit based on the financial statements prepared in accordance with the Capital Markets Legislation and the provisions of the Tax Procedure Law.
• The number of members of the Board of Directors was determined to be 7, and it was resolved to appoint Mr. Ahmet Nazif Zorlu, Mr. Olgun Zorlu, Mr. Bekir Cem Köksal, and Mr. Mümin Cengiz Ultav as members of the Board of Directors, and Mr. Adnan Yıldırım, Ms. Ayşe Botan Berker, and Mr. Emin Ataç as independent members of the Board of Directors, all to serve for a term of one year.
• It was resolved to pay a monthly net remuneration of TL 90,000 to each independent member of the Board of Directors, and not to pay any remuneration to the other members of the Board of Directors.
• In accordance with the Turkish Commercial Code and the Capital Markets legislation, and the regulations of the Public Oversight, Accounting and Auditing Standards Authority, PwC Bağımsız Denetim ve Serbest Muhasebecilik Mali Müşavirlik Anonim Şirketi was appointed as the independent auditor to audit the accounts and transactions of the year 2025 and to carry out the mandatory sustainability assurance audit for the years 2024 and 2025.
• It was resolved to approve the amendment to the Articles of Association regarding the modification of the following articles: Article 4 titled “Head Office and Branches of the Company”, Article 5 titled “Duration of the Company”, Article 6 titled “Company Capital and Types of Share Certificates”, Article 11 titled “Issuance of Debt Instruments”, Article 12 titled “Board of Directors”, Article 16 titled “Organization of the Board of Directors, Meeting Order and Quorums”, Article 17 titled “Main Duties of the Board of Directors”, Article 19 titled “Audit and Independent Audit Institution”, Article 21 titled “Ordinary and Extraordinary General Assemblies and Decision Quorum”, Article 25 titled “Fiscal Year”, Article 28 titled “Distribution of Net Profit”, Article 30 titled “Amendments of the Articles of Association” and Article 31 titled “Announcements”, and the abolition and removal of Articles 13, 18, 22, 23, 24, 32, and 35.
• It was resolved that the donation limit for the year 2025 be determined as 1.20% of the earnings before interest, taxes, depreciation and amortization (EBITDA) calculated based on the annual consolidated financial statements for the year 2024, which were prepared in accordance with the Capital Markets Board regulations and publicly disclosed.
• It was resolved to grant permission to the members of the Board of Directors pursuant to Articles 395 and 396 of the Turkish Commercial Code.