AGM Information • May 29, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Thursday, May 22, 2025 at 13:00 at Raffles Istanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No:2/170 34340 Beşiktaş/İstanbul to discuss and decide on the agenda specified below
The Company's shareholders may attend the Annual General Meeting in person or via the electronic media, either by themselves or through their proxies. Attendance in the meeting in the electronic environment is only possible with the secure electronic signatures of shareholders or their proxies. Accordingly, the shareholders or their proxies, who will be using the Electronic General Meeting System ("e-GEM"), must have secure electronic signatures, and register on the "e-Investor: Investor Information Center" platform of the Central Securities Depository ("CSD").
Additionally, the shareholders or proxy holders who wish to attend the meeting electronically are required to fulfill their obligations stipulated by the "Regulation Regarding the Electronic General Assembly Meetings of Joint Stock Companies," published in the Official Gazette dated August 28, 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies," published in the Official Gazette dated August 29, 2012 and numbered 28396
Shareholders who are unable to attend the meeting in person or electronically should issue their proxy statements by fulfilling the requirements stipulated in the "Communiqué (No: II-30.1) on Voting by Proxy and Proxy Solicitation" ("Communiqué") of the Capital Markets Board of Turkey, published in the Official Gazette dated December 24, 2013 and numbered 28861 by using the enclosed sample proxy statement form, either by having the signature on the proxy statement certified by a notary public or by attaching the statement of signature issued in front of a notary public to the signed proxy statement. A sample of the proxy statement may also be obtained from the Company headquarters or the Company website at https://vestelinternational.com/tr/yatirimci-iliskileri-vesbe. Shareholders who wish to attend the Annual General Meeting in person may exercise their rights arising from their shares registered in the "Shareholders List" in the Central Securities Depository's system upon presenting their IDs. Proxy statements that do not comply with the attached sample proxy statement required by the Communiqué will not be accepted.
Shareholders who will electronically attend the Annual General Meeting via e-GEM may learn more about the procedures and principles regarding attendance, the assignment of proxies, making suggestions, expressing opinions and voting on the website of CSD at https://www.mkk.com.tr.
The Company's Annual Report of the Board of Directors, Consolidated Financial Statements and the Independent Audit Report for the year 2024, the Board's Proposal for Profit Distribution and the General Assembly Information Memorandum will be available for the review by shareholders at the Company headquarters, on https://vestelinternational.com/tr/yatirimci-iliskileri-vesbe and on the Electronic General Assembly System of the Central Securities Depository at least 3 weeks prior to the Annual General Meeting in line with the legal period.
We kindly submit for the information of our esteemed shareholders. Respectfully,
ANNEX: Text of Amendment
| OLD FORM | NEW FORM |
|---|---|
| Head Office and Branches | Head Office of the Company |
| Article 3 | Article 3 |
| Headquarters of the company is located in Şişli district of | Headquarters of the company is located in Şişli district of Istanbul |
| Istanbul province. | province. |
| Company's address is Levent 199 Büyükdere Cad. No:199 | Company's address is Levent 199 Büyükdere Cad. No:199 34394 |
| 34394 Sisli/İstanbul." | Şişli/İSTANBUL |
| In case of an address change, the new address must be | In case of any change of address, the new address shall be |
| registered to the Trade Registry, announced in the Turkish | registered with the Trade Registry and announced in the Turkish |
| Trade Registry Gazette and notified to the Ministry of | Trade Registry Gazette and also notified to the Republic of Türkiye, |
| Customs and Trade and the Capital Markets Board. |
Ministry of Trade and the Capital Markets Board. Notifications |
| Notifications made to the last registered address are considered to be duly made to the company. Not to have the |
made to the registered and announced address shall be deemed to have been made to the Company. |
| new address registered within the legal period after an | |
| address change is deemed as a cause for termination. The | The Company may open branches Türkiye or abroad. Any branch |
| Company may open branches Türkiye or abroad. Any branch | opened buy the Company must be registered to the Trade Registry, |
| opened buy the Company must be registered to the Trade | announced in the Turkish Trade Registry Gazette. |
| Registry, announced in the Turkish Trade Registry Gazette. | |
| CAPITAL | CAPITAL |
| Article 6 | Article 6 |
| The company has adopted the registered capital system in | The company has adopted the registered capital system in |
| accordance with the provisions of the Capital Markets Law | accordance with the provisions of the Capital Markets Law and has |
| and has switched to this system with the permission of the | switched to this system with the permission of the Capital Markets |
| Capital Markets Board dated 01.04.2021 and numbered | Board dated 01.04.2021 and numbered 17/520. |
| 17/520. | |
| The Registered Capital ceiling of the Company is |
The Registered Capital ceiling of the Company is 2,000,000,000.- |
| 2,000,000,000.- (Two Billion) Turkish Liras, divided into | (Two Billion) Turkish Liras, divided into 2,000,000,000.- (Two |
| 2,000,000,000.- (Two Billion) bearer shares, each with a | Billion) bearer shares, each with a nominal value of 1 (One) TL. |
| nominal value of 1 (One) TL. | |
| The issued capital of the company is 1,600,000,000.00 TL | The issued capital of the company is 1,600,000,000.00 TL and it has been divided into 1,600,000,000 bearer shares, each with a |
| and it has been divided into 1,600,000,000 bearer shares, | nominal value of 1.00 (One) TL, and all of it has been paid free of |
| each with a nominal value of 1.00 (One) TL, and all of it has | collusion. |
| been paid free of collusion. | The registered capital ceiling permission granted by the Capital |
| The registered capital ceiling permission granted by the | Markets Board is valid for the years 2025 – 2029 (5 years). Even |
| Capital Markets Board is valid for the years 2021 - 2025 (5 | if the permitted registered capital ceiling is not reached at the end |
| years). Even if the permitted registered capital ceiling is not | of 2029, in order for the Board of Directors to decide on a capital |
| reached at the end of 2025, in order for the Board of | increase after 2029, it is mandatory to obtain permission from the |
| Directors to decide on a capital increase after 2025, it is | General Assembly for a new period not to exceed 5 years for the |
| mandatory to obtain permission from the General Assembly | previously permitted ceiling or a new ceiling amount from the |
| for a new period not to exceed 5 years for the previously | Capital Markets Board. If the said authorization is not obtained, |
| permitted ceiling or a new ceiling amount from the Capital | capital increase is not allowed merely by the decision of the board |
| Markets Board. If the said authorization is not obtained, | of directors. |
| capital increase is not allowed merely by the decision of the | |
| board of directors. | The Board of Directors is authorized to increase the issued capital |
| by issuing bearer shares up to the registered capital ceiling, when |
| necessary, in accordance with the provisions of the Capital Markets Law between 2025 and 2029, to issue shares above their nominal value and to limit the shareholders' right to purchase new shares, and to take decisions regarding the issuance of shares below their nominal value. The authority to restrict the right to purchase new shares cannot be used in a way that would cause inequality among shareholders. |
|---|
| New shares cannot be issued unless the issued shares are completely sold and paid for or the unsold shares are cancelled. The capital of the Company may be increased or decreased, if necessary, in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation. Shares of the company can be transferred provided that the |
| provisions of this articles of association are reserved. Shares representing the capital are monitored on the records in accordance with the provisions of the dematerialization principles. |
| Board of Directors |
| Article 8 8. Duties and Authorities |
| The Board of Directors is authorized to make decisions on all |
| kinds of works and transactions it deems necessary, including those listed in the Articles of Association, for the realization of the Company's business subject, except for those left to the authority of the General Assembly in accordance with the law and the Articles of Association regarding the management of the Company's business and all kinds of assets and the Company's business subject. |
| The duties and authorities specified in Article 375 of the Turkish Commercial Code are carried out by the Board of Directors. |
| The right of the Chairman and members of the Board of Directors to conduct transactions and compete with the Company, as specified in Articles 395 and 396 of the Turkish Commercial Code, is possible with the approval of the shareholders present at the Company's General Assembly. The regulations of the Corporate Governance Principles of the Capital Markets Board are reserved. 8.2 Board of Directors Formation |
the General Assembly. Board members may also be elected from among non-shareholders.
The majority of the Board Members are non-executive members.
The Board Members are selected from among qualified individuals who are knowledgeable, experienced and preferably have higher education in the Company's field of activity and management and the sector, have the ability to read and analyze financial statements and reports, have basic knowledge of the legal regulations that the Company is subject to in its daily and long-term transactions and dispositions, and have the ability and determination to attend all of the Board of Directors' meetings foreseen for the relevant budget year.
Board Members are elected for a maximum of 3 (three) years. Board Members whose term of office has expired may be reelected. In the event that a Board Membership becomes vacant for any reason or an independent Board Member loses his/her independence, an appointment is made in accordance with the provisions of the Turkish Commercial Code and the Capital Markets legislation and submitted to the approval of the first General Assembly. The member whose election is approved by the General Assembly completes the remaining term of office of the member he/she was elected to replace.
The Board of Directors elects a chairman and at least one vice chairman from among its members at its first meeting. The duties of Chairman and Chief Executive Officer (CEO) are performed by different persons.
The Board of Directors meets when the Company's business and transactions require it. However, the Board of Directors is required to meet at least four times a year. The Board of Directors meets at the Company's headquarters or at another location to be determined.
Those who have the right to attend the Board of Directors meeting of the Company may also attend these meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The Company may establish an Electronic Meeting System that will allow the right holders to attend and vote in these meetings electronically in accordance with the provisions of the Communiqué on Assemblies to be Held Electronically in Commercial Companies Other Than General Assemblies of Joint-Stock Companies, or may purchase services from systems established for this purpose. In the meetings to be held, the right holders are ensured to exercise
| their rights specified in the relevant legislation within the | |
|---|---|
| framework specified in the Communiqué provisions through | |
| the system established in accordance with this provision of | |
| the Company's Articles of Association or through the system | |
| from which support services will be received. | |
| 8.5 Meeting and Decision Quorum | |
| The Board of Directors convenes with the majority of the total | |
| number of members and makes decisions with the majority of | |
| those present at the meeting. The regulations introduced by | |
| the Corporate Governance Principles of the Capital Markets | |
| Board are reserved. | |
| In the event of a tie in votes, the provision of Article 390 of | |
| the Turkish Commercial Code shall apply. | |
| The decisions of the Board of Directors may also be taken by | |
| signing the decision text by hand or by fax without holding a | |
| meeting. The provision of Article 390/4 of the Turkish | |
| Commercial Code is reserved. | |
| 8.6 Committees | |
| The provisions of the relevant legislation shall apply to the | |
| formation, duties and working principles of the committees | |
| that the Board of Directors is obliged to establish within the | |
| scope of the capital market legislation and the Turkish | |
| Commercial Code, and their relations with the Board of | |
| Directors. | |
| 8.7 Salaries | |
| The members of the Board of Directors may be paid a monthly | |
| and annual salary in an amount to be determined by the | |
| decision of the General Assembly. | |
| The relevant regulations of the Capital Markets Board shall be | |
| complied with in determining the salaries of the Independent | |
| Board of Directors members. Payment plans based on | |
| Company performance cannot be used in the remuneration of | |
| the Independent Board of Directors members. | |
| Term of Office of the Board of Directors | Article 9 |
| Article 9 | |
| Board members are elected for a period of one year at least | |
| and three years at most. The general assembly may anytime | ABOLISHED. |
| change board members if it deems necessary. Any board | |
| member can be elected again after completing his or her | |
| term of office. | |
| When there is a vacant membership in the Board of Directors, | |
| an appointment is made to the vacant membership by the | |
| Board of Directors in accordance with the related provisions | |
| of these articles of incorporation and the Turkish Commercial Code. In case the vacant position is for an independent board |
| arrangements of the Capital Markets Board. Approval of the | |
|---|---|
| shareholders must be obtained in the first general assembly | |
| for the newly appointed board member. After being | |
| approved by the general assembly, the new board member | |
| completed the terms of office of his or her predecessor. | |
| Board Meetings, Distribution of Duties and Quorums | Article 10 |
| Article 10 | |
| The Board of Directors elects a chairman among its members | ABOLISHED. |
| and also a deputy chairman to deputize him or her is his or | |
| her absence. Chairmen and deputy chairmen can be elected | |
| again after completing their term of office. Board meetings | |
| are held at the Company headquarters, when deemed to be | |
| necessary and at least once a month. | |
| The Board of Directors is called for a meeting by the Board | |
| Chairman, or by the Deputy Board Chairman in the absence | |
| of the Board Chairman. In addition, any board member can | |
| ask the Board Chairman to call the Board of Directors for a | |
| meeting. | |
| The quorum for the Board of Directors meetings and | |
| resolutions is the absolute majority of the members. | |
| Arrangements made through the Capital Markets Board's | |
| Corporate Management Principles are saved. | |
| Justifications of board members who give negative vote in | |
| the Board of Directors are announced to the public. | |
| Board members do not have privileged voting right. Every | |
| board member has one right to vote. | |
| In addition to the members, middle and high level executives | |
| can be invited to board meetings for making explanations | |
| regarding the agenda topics and ensure better informing of | |
| the board members. | |
| Meeting invitations are made at least 7 days before the | |
| meeting. Together with the invitation, the meeting agenda | |
| and documents and information about the agenda are | |
| presented in written to the board members. | |
| Any board member who does not participate in 3 (three) | |
| successive meetings for any reason without obtaining the | |
| permission of the Board of Directors is deemed to resign from | |
| office. | |
| Any board member cannot participate in board meetings | |
| that concern the interests of him/her, his/her wife/husband | |
| and relatives by blood or marriage up to third degree. | |
| Duties and Powers of the Board of Directors | COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES |
| Article 11- | Article 11 |
| The Board of Directors is authorized for all issues concerning | |
| the activities of the Company, other than the issues that are | |
| put under to the authority of the General Assembly with the | |
| provisions of the Turkish Commercial Code, Capital Markets | |
| Law or these Articles of Incorporation. |
| The board chairman's and members' right to do business or compete with the Company as defined in article 395 and 396 of the Turkish Commercial Code can be exercised only with the approval of the shareholders appearing the general assembly. Capital Markets Board's Corporate Management Principles are saved. Corporate Management Principles made obligatory by the Capital Markets Board are followed. Transactions made and |
|
|---|---|
| board resolutions taken without following the obligatory principles are invalid and deemed in breach of the articles of incorporation. Regulations on Corporate Governance Principles of the |
Corporate Management Principles made obligatory by the Capital Markets Board are followed. Transactions made and board resolutions taken without following the obligatory principles are invalid and deemed in breach of the articles of incorporation. |
| Capital Markets Legislation and Capital Markets Board shall be complied with in regards to transactions that are deemed important in terms of the application of Corporate Governance Principles and important related party transactions of the Company as well as transactions concerning the granting of collaterals, pledges and mortgages in favor of third parties. |
Regulations on Corporate Governance Principles of the Capital Markets Legislation and Capital Markets Board shall be complied with in regards to transactions that are deemed important in terms of the application of Corporate Governance Principles and in all related party transactions of the Company as well as transactions concerning the granting of collaterals, pledges and mortgages in favor of third parties. |
| The number and qualifications of the independent members who will serve on the Board of Directors are determined in accordance with the Capital Markets Legislation and the |
|
| Capital Markets Board's regulations regarding corporate | |
| Salaries of Board Members and Auditors Article 15 |
governance. Salaries of Board Members and Auditors Article 15 |
| Salaries and per diem of board members are determined by the Shareholders' General Assembly. Based on the decisions of the General Assembly, Board members can be paid certain monthly or annual salaries or specific fees for each meeting. The salaries, per diem and other benefits to be paid to independent board members must be arranged in such a manner that their independence is not affected. |
ABOLISHED. |
| General Assembly Article 16 |
General Assembly Article 16 |
| General Assembly of the Company can meet ordinarily or extraordinarily. Ordinary general assemblies are held in 3 months after the end of the accounting period of the |
The following principles apply to General Assembly meetings: |
| Company and at least once a year. Extraordinary general assemblies are held when deemed to be necessary from the point of company operations and in accordance with the provisions of these Articles of Incorporation. |
16.1 Invitation Method: General Assemblies are held as ordinary and extraordinary. In this meeting, the agenda items prepared by the Board of Directors, taking into account the relevant provisions of the Turkish Commercial Code, are discussed and decided. The Extraordinary General Assembly |
accordance with the provisions of Turkish Commercial Code, the Capital Markets legislation and the internal directive.
General Assembly invitations are made in accordance with the provisions of article 20 of these Articles of Incorporation. Together with General Assembly invitations, related notifications and explanations stipulated by the applicable legislation are provided in the website of the Company.
Together with General Assembly invitations, assembly agenda, the latest version of the Company Articles of Incorporation, financial tables and footnotes, profit distribution suggestions, annual activity report and other information regarding the agenda are presented at the headquarters and branched of the Company. Documents regarding assemblies are published on the Company website as well.
The related Ministry can be invited to the General Assembly under conditions considered necessary by the Ministry. Persons who are nominated as board member candidates, existing board members, auditors and other persons who have responsibility in the preparation of financial tables participate in General Assemblies. Reasons of absence of absentees are explained.
Shareholders who have the right to participate in General Assemblies may take part in the electronic environment, as defined in article 1527 of the Turkish Commercial Code. The company may itself establish the electronic general assembly system that will ensure that shareholders can take part in the assemblies in the electronic environment, present their opinions, make suggestions and use their votes to right based on the provisions of the Regulations on the Joint Stock Company General Assemblies in the Electronic Environment, or buy services from systems already established by third persons for the same purpose. For all General Assemblies, it shall be ensured that the shareholders who have the right to participate in general assemblies and their proxies can use their rights as specified in the Regulations on the electronic system to be established in accordance with this provision of the Articles of Incorporation.
The relevant provisions of the Turkish Commercial Code and the Capital Markets Law apply to the invitation to these meetings. Article 29/1 of the Capital Markets Law is reserved regarding the invitation to the General Assembly meeting.
The procedure of the General Assembly meeting is regulated by an internal directive. The General Assembly meeting is conducted in accordance with the provisions of the Turkish Commercial Code and the internal directive.
16.2 Participation in the General Assembly Meeting via Electronic Media: The shareholders who have the right to attend the General Assembly meetings of the Company may also attend these meetings via electronic media in accordance with Article 1527 of the Turkish Commercial Code.
The Company may establish an electronic general assembly system that will allow right holders to participate in the General Assembly meetings electronically, express their opinions, make suggestions and vote in accordance with the provisions of the Regulation on General Assemblies to be Held in Electronic Environment in Joint-Stock Companies, or may purchase services from systems established for this purpose. In all General Assembly meetings to be held, it shall be ensured that right holders and their representatives can exercise their rights specified in the provisions of the said Regulation through the established system in accordance with this provision of the Articles of Association.
16.3 Meeting Time: The Ordinary General Assembly shall convene once a year and within three months from the end of the Company's accounting year, while the Extraordinary General Assembly shall convene when and where the Company's business requires.
16.4 Meeting Venue: The meeting place of the General Assembly shall be determined by the Board of Directors as the location of the Company's headquarters or branches or a convenient location in the city where the Company's headquarters is located.
16.5 Voting and Appointment of Proxy: Shareholders or their proxies present at the General Assembly meeting shall exercise their voting rights in proportion to the total nominal value of their shares. Shareholders have 1 (one) vote for each share they own. While voting, the provisions of the Turkish Commercial Code, the Capital Markets Law and other relevant legislation shall be complied with.
At the General Assembly meetings, shareholders may have themselves represented by proxy appointed from among other shareholders or from outside. Proxies who are shareholders in the Company are authorized to use the votes of the shareholders they represent, in addition to the votes arising from their own shares.
The Capital Markets Board's regulations regarding voting by proxy shall be complied with.
Each share is an indivisible whole against the Company and if there is more than one owner of a share, these persons may exercise their rights only by appointing a common representative. The provisions of Articles 432 and 477 of the Turkish Commercial Code shall apply in this regard. The right to vote in shares on which a usufruct right to vote has been established belongs to the usufruct owner. The right to vote in shares on which a pledge is made belongs to the owners.
16.6 Voting Method: Votes are cast openly and by raising hands at the General Assembly meetings. However, upon the request of shareholders representing one tenth of the shares present at the meetings, secret voting may be resorted to. The regulations of the Capital Markets Board shall be complied with in this regard.
16.7 Meeting and Decision Quorum: The provisions of the Turkish Commercial Code and the Capital Markets Law and the regulations regarding the Corporate Governance principles of the Capital Markets Board shall be complied with regarding the meeting and decision quorums in General Assemblies.
16.8 Presence of a Ministry Representative: It is mandatory for the Representative of the Ministry of Trade of the Republic of Turkey to be present at both ordinary and extraordinary General Assembly meetings and to sign the minutes of the meeting together with the relevant parties. Decisions taken at the General Assembly meetings held in the absence of the Ministry Representative and meeting minutes not bearing the signature of the Ministry Representative are not valid.
| Venue | Article 17 |
|---|---|
| Article 17 | |
| General assemblies are held at the registered address of the | |
| company, or any other suitable place in the same city. | ABOLISHED. |
| Presence of the Representative of the Ministry of | Article 18 |
| Customs and Trade at the Meetings | |
| Article 18 | |
| Provisions of the applicable legislation apply regarding the | |
| presence of the representative of the Ministry of Customs | ABOLISHED. |
| and Trade in Ordinary or Extraordinary General Assemblies. | |
| Assembly Quorum | Article 19 |
| Article 19 | |
|---|---|
| Provisions of the Turkish Commercial Code, Capital Markets | |
| Law and capital markets legislation apply for Ordinary or | ABOLISHED. |
| Extraordinary General Assemblies and assembly quorum. | |
| Announcements | Announcements |
| Article 20 – | Article 20 |
| Announcement of the Company are made in a daily | Announcements belonging to the Company are made in |
| newspaper published in the same location with the Company, | accordance with the regulations and periods specified in the |
| save for the related provisions of the Turkish Commercial | Turkish Commercial Code and Capital Markets Legislation. |
| Code. | |
| In relation to General Assemblies, announcement periods | Special situation announcements to be made in accordance |
| and principles defined by the Turkish Commercial Code, | with the regulations of the Capital Markets Board and all kinds |
| capital markets legislation and the Management Principles of | of announcements to be foreseen by the Board are made in a |
| the Capital Markets Board are followed. General Assembly | timely manner in accordance with the relevant legislation. |
| announcements are made, in addition to the procedures | |
| stipulated by the applicable legislation, at least three weeks | |
| before the assembly, in a nationally circulated newspaper | |
| and by every means of communication including electronic | |
| communication in order to ensure communication to | |
| maximum possible number of shareholders. | |
| Announcements regarding capital decreases and liquidation | |
| are made in accordance with the related current provisions | |
| of the Turkish Commercial Code. | |
| Proxy statements to be used by the shareholders and | |
| amendment texts, if the Articles of Incorporation is | |
| suggested to be amended, are also announced. |
|
| Arrangements of the Capital Markets Board are saved for announcements. |
|
| Right to Vote and Its Exercise | Article 21 |
| Article 21- | |
| Shareholders exercise their right to vote in the general | ABOLISHED. |
| assembly in proportion to the total nominal value of their | |
| shares. One right of vote is exercised for every single share. | |
| The right to vote is held by shareholders. Shareholders may | |
| entrust their rights to vote to proxies they appoint among | |
| shareholders or other persons. Arrangements of the Capital | |
| Markets Board apply for voting by proxy. In General | |
| Assemblies, shareholders may have themselves represented | |
| by proxies they appoint among shareholders or other | |
| persons. Any shareholder is authorized to use his or her own | |
| right to vote, in addition to the right to vote of any other | |
| shareholder for whom he or she is appointed as a proxy. | |
| Samples of proxy statements to be used for General | |
| Assemblies are prepared by the Company and announced | |
| together with the General Assembly invitation. | |
| Legal person shareholders are represented by persons they authorize, while minors and restricted shareholders are represented by their guardians. Such representatives do not have to be Company shareholders. It is enough for them to present valid identity documents authenticating their capacities. For shares on which usufruct rights are established, the right to vote is exercised by the beneficial owner. For shares on which a pledge is established, the right to vote is exercised by the owner. Documents to be Submitted to the Ministry |
ACCOUNTING PERIOD |
|---|---|
| Representative Article 22 One copy of the Board of Directors and auditors reports, financial tables, assembly minutes and the list of attendants |
Article 22 The accounting period of the Company starts on the first day of January and ends on the last day of December of the same |
| showing the participants of the General Assembly and their amounts of shares are submitted to the ministry representative. |
year. |
| Issuance of Debt Instruments Article 26 |
ISSUANCE OF CAPITAL MARKET INSTRUMENTS Article 26 |
| The Company may issue all kinds of debt instruments in accordance with the Turkish Commercial Code, Capital Markets Law and the Communiques of the Capital Markets Board, provided that the limitations set by the Capital Markets Board are not exceeded. |
The Company may issue debt instruments and all other kinds of capital market instruments, including those recognised by the Capital Markets Board as debt instruments, regulated in the capital markets legislation to be sold domestically and/or abroad within the framework of the capital markets legislation. The Board of Directors is authorised indefinitely to issue all kinds of bonds, commercial bills and other capital market instruments in the nature of debt instruments in accordance with the provisions of the Capital Markets Law and the relevant legislation. In the issuances to be made, the limits and provisions stipulated within the framework of the Capital Market Law and the relevant legislation shall be complied with. |
| Invitations to General Assemblies Article 27- |
AMENDMENTS OF THE ARTICLES OF ASSOCIATION Article 27 |
| The General Assembly is called for based on the provisions of Turkish Commercial Code, Capital Markets Law and the arrangements of the Capital Markets Board. The Board of Directors is authorized to call for ordinary or extraordinary General Assemblies. |
The amendment of the Company's Articles of Association shall be decided upon in the General Assembly to be invited in accordance with the provisions of the Law and the Articles of Association, after obtaining permission from the Ministry of Trade of the Republic of Turkey with the approval of the Capital Markets Board, within the framework of the provisions of the Law, capital market legislation and the Articles of Association. Amendments to the Articles of Association shall be effective against third parties after registration. |
| Invitations to Board Meetings | MINORITY RIGHTS |
| Article 28 | Article 28 |
|---|---|
| The Board of Directors is called for a meeting by the Board | The minority rights of the shareholders constituting one |
| Chairman, or by the Deputy Board Chairman in the absence | twentieth of the capital, as regulated in articles 411, 420, 439, |
| of the Board Chairman. In addition, any board member can | 486, 531, 559 of the TCC and other articles of the TCC, capital |
| ask the Board Chairman to call the Board of Directors for a | market legislation, CMB regulations and other relevant |
| meeting. | legislation, and the exercise of these rights cannot be |
| restricted or prevented. | |
| Shareholders and stakeholders who own at least one | |
| twentieth of the Company capital can call for Board | |
| meetings. The request for call is made to the Board | |
| Chairman. In case the Board Chairman decides that an | |
| urgent meeting is not necessary, he or she may open the | |
| issue to discussion in the next board meeting. | |
| Secretariat | Article 32 |
| Article 32 | |
| A secretariat reporting to the Board Chairman is established | ABOLISHED. |
| to serve all board members, in order to ensure that | |
| documents related to board meetings are regularly prepared | |
| and kept. Documents and information regarding the board | |
| meeting agenda are shared with the board members by the | |
| secretariat at least seven days before the meeting. Board | |
| members are entitled to request information from the | |
| company management via the secretariat at any time. | |
| Committees | Article 34 |
| Article 34 – | |
| Provisions of the related legislation apply for the |
|
| establishment, principles of operation and relationships with | ABOLISHED. |
| the Board of Directors of the committees that are required to | |
| be established based on the capital markets legislation and | |
| other related legislation. |
I hereby appoint ……………………….. as my Proxy who is introduced in detail below, to represent me, to vote, to make proposals and to sign the required documents on my behalf at Vestel Beyaz Eşya Sanayi ve Ticaret Anonim Şirketi's Ordinary General Assembly Meeting to be held at 1:00 pm on Thursday, 22 May, 2025 at the address of Raffles İstanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No: 2/170 34340 Beşiktaş/İstanbul in accordance with the following instructions:
Proxy's (*);
Name-Surname/Trade Name:
TR ID Number/Tax ID Number, Trade Registry and Number and Mersis (Central Registration System) Number:
(*) Foreign nationality proxies should submit the equivalent information mentioned above, if any.
In the sections 1 and 2 below, please specify the scope of the authority to represent by selecting one of the options listed as (a), (b) or (c).
In the event that the shareholder chooses the (c) option, the shareholder should check the "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be included in the Minutes of the General Assembly, if any.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion | |
|---|---|---|---|---|
| 1. | Opening, the moment of silence and election of the Assembly Presidential Board, |
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| 2. | Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024, |
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| 3. | Reading the Summary Statement of the Independent Audit Report for the fiscal year 2024, |
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| 4. | Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2024, |
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| 5. | To release the members of the Board of Directors for the activities and transactions of the Company for the year 2024, |
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| 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, |
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| 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, |
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| 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 |
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| 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, |
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| 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 |
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| 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, |
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| 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, |
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| 14. Closing. |
(*) All the agenda items will be listed one by one in the above table. If the minority has another draft resolution, this is also separately indicated in the table to enable vote by proxy.
| a) | The proxy is authorized to vote based on his/her opinion. | |
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| b) | The proxy is not authorized to vote for these issues. | |
| c) | The proxy is authorized to vote in accordance with the following special instructions. |
The special instructions (if there is any) to be given by the shareholder to the proxy are stated herein.
** If available, information regarding the Group shall be used instead of the No. for the dematerialized shares
TR ID Number/Tax ID Number, Trade Registry and Number and Mersis (Central Registration System) Number: Address:
(*) Foreign nationality proxies are required to present the equivalents of the same information, if any.
SIGNATURE:
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