Pre-Annual General Meeting Information • May 22, 2025
Pre-Annual General Meeting Information
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| Summary Info | Resolutions of the 2024 Ordinary General Assembly Meeting |
| 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 | 10:30 |
| 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 resolution of the Board's proposal for no profit distribution for the fiscal year of 2024,
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 - Discussion and resolution of the amendment of the Articles of Association of our Company in accordance with the version attached.
14 - Closing.
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Invitation Documents
| Appendix: 1 | Vestel Elektronik 2024 OGK Davet İlanı.pdf - Other Invitation Document |
| Appendix: 2 | Vestel Elektronik Invitation for the Annual General Meeting.pdf - Other Invitation Document |
| Appendix: 3 | Vestel Elektronik Genel Kurul Bilgilendirme Dökümanı.pdf - General Assembly Informing Document |
| Appendix: 4 | Vestel Elektronik 2024 AGM Information Memorandum.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. • 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 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 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. 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 Result Documents
| Appendix: 1 | Vestel Elektronik Olağan Genel Kurul Toplantı Tutanağı.pdf - Minute |
| Appendix: 2 | Vestel Elektronik Minutes Of The 2024 Annual General Meeting.pdf - Minute |
| Appendix: 3 | Vestel Elektronik Hazır Bulunanlar Listesi.pdf - List of Attendants |
Additional Explanations
With the decision of our Company's Board of Directors dated 25.04.2025 and numbered 2025/22; it has been decided to hold the Ordinary General Assembly Meeting of our Company for the year 2024 on Thursday, May 22, 2025 at 10:30 a.m. at Raffles Istanbul Zorlu Center Levazım Mahallesi Vadi Caddesi No: 2/170 34340 Beşiktaş/İstanbul.
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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