Kap Notices

Pursuant to our material event disclosures dated 06.06.2024 and 10.06.2024, the issuance and sale of Eurobonds (tap issuance) with a nominal value of USD 50 million to qualified investors outside of Turkey and quoted on the Euronext Dublin Stock Exchange, is completed on June 13, 2024 (today).

At its meeting on 10 June 2024, the Board of Directors of Vestel Elektronik Sanayi ve Ticaret AŞ unanimously resolved by the present votes

• To elect Ms. Ayşegül İldeniz, Independent Board Member, as the Chairperson and Mr. Adnan Yıldırım, Independent Board Member, and Ms. Serap Mutlu, Investor Relations Manager, as the Committee members to carry out the activities of the Corporate Governance Committee,
• To elect Mr. Adnan Yıldırım, Independent Board Member, as the Chairperson and Mr. Emin Ataç, Independent Board Member, as the Committee member to carry out the activities of the Audit Committee,
• To elect Mr. Adnan Yıldırım, Independent Board Member, as the Chairperson and Mr. Emin Ataç, Independent Board Member, as the Committee member to carry out the activities of the Early Detection of Risk Committee,
• To elect Ms. Ayşegül İldeniz, Independent Board Member, as the Chairperson and Mr. Emin Ataç, Independent Board Member and Mr. Bekir Cem Köksal, Board Member, as the Committee members to carry out the activities of the Strategy, Investment and R&D Committee,
• To elect Mr. Emin Ataç, Independent Board Member, as the Chairperson and Mr. Ergün Güler, CEO of Vestel Group of Companies, as the Committee member to carry out the activities of the Sustainability Committee.

The resolutions of Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2023, which was held on May 29, 2024, have been registered by the Istanbul Trade Registry Office.

Pursuant to our material event disclosure dated June 6, 2024, the tranche issuance application regarding the issuance of Eurobond with a nominal value of USD 50 million and 5-year maturity to be sold to qualified investors outside of Turkey by our Company in accordance with the "Regulation S" is approved by the Capital Markets Board on June 10, 2024.

Vestel Elektronik completed the sale of a TL 400,000,000 commercial paper with fixed coupon payment with a maturity of 167 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 55% annual simple. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.

Vestel Elektronik Sanayi ve Ticaret AŞ will undertake a USD 50 million tap issue to its existing USD 450 million Eurobond due 15.05.2029, which was issued to qualified investors abroad within the format of "Regulation S" and "Rule 144A" regulations and currently trades on the Irish Stock Exchange (Euronext Dublin) as announced with the Company's material event disclosures dated 14.03.2024, 19.04.2024, 26.04.2024, 01.05.2024, 08.05.2024, 10.05.2024, 15.05.2024, 16.05.2024 and 03.06.2024. The new bond will have a 5-year maturity, redemption date of May 15, 2029 and a coupon rate of 9.75% and will be placed abroad in accordance with the Regulation S. The issuance is planned to be completed on 13 June 2024 following the approval of the tranche issuance by the Capital Markets Board of Türkiye. JP Morgan Securities plc acted as the Sole Initial Purchaser in this transaction.

TL 300,000,000 nominally valued Corporate Bond, which was sold to qualified investors on September 15, 2023 with a maturity of 265 days and with the ISIN Code of TRFVSTL62415, was redeemed as of today (June 6, 2024) with completion of th coupon payment amounting to TL 35,031,900 and the principal payment of TL 300,000,000.

Pursuant to our material event disclosures dated 08.04.2024 and 22.05.2024; as per the adjustment criteria set forth in the Share Purchase Agreement, although the final share purchase price will be determined after the closing subject to the agreement between the parties by making adjustments for financial and commercial liabilities as of 31.05.2024, at this stage, the acquisition and transfer of all shares held by Elektroskandia Sverige AB in Cylinda AB, representing Cylinda AB's share capital of 25,000 Swedish Krona (SEK), each with nominal value of 1 Swedish Krona (SEK) totalling 25,000 shares, for a total consideration of 69,464,282 Swedish Krona (EUR 6.08 million) by our 100% indirect subsidiary, Vestel Holland B.V. through payment of the share purchase price in cash and upfront are completed on 04.06.2024 (today).

In accordance with the adjustment criteria set forth in the Share Purchase Agreement, disclosure of the purchase price to the public has been postponed with the Board of Directors' decision dated 08.04.2024 in order not to mislead investors.

The final purchase price which will be determined by making adjustments for the financial and commercial liabilities as of 31.05.2024, will be fully and timely disclosed to the public.

International credit rating agency Fitch Ratings has assigned a final rating of "B+" to Vestel Elektronik Sanayi ve Ticaret AŞ's USD 450 million Eurobond due 2029.

Pursuant to our material event disclosure dated 24 May 2024, the Board of Directors’ proposal for the selection of PwC Bağımsız Denetim ve SMMM AŞ as the independent audit firm for auditing the Company’s accounts and transactions for the fiscal year 2024 has been accepted at the Company’s Annual General Meeting.