AGM Information • May 29, 2025
AGM Information
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| Summary Info | Registration of the Decisions of the Annual General Meeting for the Year 2024 |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2024 |
| Ending Date Of The Fiscal Period | 31.12.2024 |
| Decision Date | 25.04.2025 |
| General Assembly Date | 22.05.2025 |
| General Assembly Time | 13:00 |
| Record Date (Deadline For Participation In The General Assembly) | 21.05.2025 |
| Country | Turkey |
| City | İSTANBUL |
| District | BEŞİKTAŞ |
| Address | Raffles İstanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No:2/170 34340 Beşiktaş/İstanbul |
Agenda Items
1 - Opening, the moment of silence and election of the Assembly Presidential Board
2 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024
3 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2024
4 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2024
5 - To release the members of the Board of Directors for the activities and transactions of the Company for the year 2024
6 - Determination of the number and term of office of the members of the Board of Directors and election of the members of the Board of Directors, including independent members,
7 - Discussing and resolving on the membership fee to be paid to the members of the Board of Directors for the fiscal year 2025,
8 - Discussing and resolving on the proposal of the Board of Directors regarding dividend distribution for the fiscal year 2024 and the date of dividend distribution,
9 - Discussing and resolving on granting permission to the members of the Board of Directors to carry out the transactions and operations specified in Articles 395 and 396 of the Turkish Commercial Code
10 - Discussing and resolving on the Board of Directors' proposal regarding the selection of an independent audit firm in accordance with the Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority regulations,
11 - Informing the General Assembly about the donations and grants made in 2024; discussing and resolving on the proposal of the Board of Directors regarding the upper limit of donations to be made in the 01.01.2025 - 31.12.2025 activity year
12 - Within the framework of the regulations of the Capital Markets Board, informing the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in favor of third parties in 2024 and the income or benefits derived therefrom,
13 - Discussing and resolving on the amendment of the articles 3 titled "Head Office and Branches", 6 titled "Capital", 8 titled "Board of Directors", 11 titled "Duties and Powers of the Board of Directors", 16 titled "General Assembly", 20 titled "Announcement", 22 titled "Documents to be Given to the Ministry Representative", 26 titled "Issuance of Debt Securities", 27 titled "Invitation to the General Assembly Meeting", 28 titled "Invitation to the Board of Directors Meeting" of our Company's Articles of Association as attached and to amend the Articles of Association as attached by cancelling and removing articles 9, 10, 15, 17, 18, 19, 21, 32 and 34 of the Articles of Association,
14 - Closing.
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Invitation Documents
| Appendix: 1 | Vestel Beyaz Eşya 2024 OGK Davet İlanı.pdf - Other Invitation Document |
| Appendix: 2 | Vestel Beyaz Eşya Invitation for the Annual General Meeting.pdf - Other Invitation Document |
| Appendix: 3 | Vestel Beyaz Eşya 2024 AGM Information Memorandum.pdf - General Assembly Informing Document |
| Appendix: 4 | Vestel Beyaz Eşya Genel Kurul Bilgilendirme Dökümanı.pdf - General Assembly Informing Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | 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. • In accordance with the financial statements prepared for the year 2024 pursuant to the provisions of the Capital Markets Legislation and the Tax Procedure Law, and taking into account the provisions of the Company's Articles of Association and its Dividend Distribution Policy, it was resolved to distribute a cash dividend in the amount of TRY 70,238,141 to the shareholders on 24 July 2025. • 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 Ms. Ayşe Botan Berker, Mr. Adnan Yıldırım 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 96,000 TL 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 3 titled "Head Office and Branches", Article 6 titled "Capital", Article 8 titled "Board of Directors", Article 11 titled "Duties and Powers of the Board of Directors", Article 16 titled "General Assembly", Article 20 titled "Announcements", Article 22 titled "Documents to be Submitted to the Ministry Representative", Article 26 titled "Issuance of Debt Instruments", Article 27 titled "Invitation to the General Assembly Meeting" and Article 28 titled "Invitation to the Board Meeting", and the abolition and removal of Articles 9, 10, 15, 17, 18, 19, 21, 32 and 34. • 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 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. The Minutes of the 2024 Ordinary General Assembly Meeting and the List of Attendees are presented in the annex. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
| Authorized Capital | Accepted |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 29.05.2025 |
General Assembly Result Documents
| Appendix: 1 | Vestel Beyaz Eşya Olağan Genel Kurul Toplantı Tutanağı.pdf - Minute |
| Appendix: 2 | Vestel Beyaz Eşya Minutes Of The 2024 Annual General Meeting.pdf - Minute |
| Appendix: 3 | Vestel Beyaz Eşya Hazır Bulunanlar Listesi.pdf - List of Attendants |
Additional Explanations
The resolutions of Vestel Beyaz Eşya 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 29 ,2025.
This statement was translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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