Pre-Annual General Meeting Information • Jun 10, 2024
Pre-Annual General Meeting Information
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| Summary Info | Registration of the Decisions of the Annual General Meeting for the Year 2023 |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2023 |
| Ending Date Of The Fiscal Period | 31.12.2023 |
| Decision Date | 03.05.2024 |
| General Assembly Date | 29.05.2024 |
| General Assembly Time | 10:00 |
| Record Date (Deadline For Participation In The General Assembly) | 28.05.2024 |
| Country | Turkey |
| City | İSTANBUL |
| District | BEŞİKTAŞ |
| Address | Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No:2 Zorlu Center 34340 Beşiktaş /İstanbul |
Agenda Items
1 - Opening, the moment of silence, and the election of the Assembly Presidential Board.
2 - Authorization of the Assembly Presidential Board for signing the minutes of the Annual General Meeting.
3 - Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2023.
4 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2023.
5 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2023.
6 - Acquittal of the members of the Board of Directors of their liabilities for the Company's activities and transactions in the fiscal year 2023.
7 - Determination of the number and the term of office for the members of the Board of Directors, and election of the Board members including election of Ms. Ayşegül İldeniz, Mr. Adnan Yıldırım and Mr. Emin Ataç as Independent Directors if there is no negative opinion from the Capital Markets Board of Türkiye.
8 - Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2024.
9 - Discussion and resolution of the Board's proposal for no profit distribution for the fiscal year of 2023.
10 - Discussion and resolution of the authority to be granted to Board members for performing the transactions specified in the Articles 395 and 396 of the Turkish Commercial Code.
11 - Discussion and resolution of the Board's proposal regarding the selection of the independent audit firm for auditing the Company's accounts and transactions for the fiscal year 2024 in accordance with the Capital Market Law and the Turkish Commercial Code.
12 - Giving information to the General Assembly about the donations and aids made in 2023; discussion and resolution of the Board's proposal regarding the upper limit for the donations to be made in the period of 1 January – 31 December 2024.
13 - Giving information to shareholders about the collaterals, pledges, mortgages and sureties granted in favor of third parties by the Company and its subsidiaries and the income and benefits generated therefrom in 2023 in accordance with the CMB regulations.
14 - Closing.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Invitation Documents
| Appendix: 1 | Vestel Elektronik Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document |
| Appendix: 2 | Vestel Elektronik 2023 AGM Information Memorandum.pdf - General Assembly Informing Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | At Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2023, which was held on 29 May 2024 at 10:00 am at Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No: 2 Zorlu Center 34340 Beşiktaş/İstanbul, it has been resolved • To approve the Consolidated Financial Statements for the fiscal year 2023, • To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2023, • To determine the number of members of the Board of Directors as seven and the term of office of the Board members as one year and to elect Mr. Ahmet Nazif Zorlu, Mr. Olgun Zorlu, Mr. Bekir Cem Köksal and Mr. Mümin Cengiz Ultav as Board Members and Ms. Ayşegül İldeniz, Mr. Adnan Yıldırım and Mr. Emin Ataç as Independent Board Members, • To pay a monthly net remuneration of TL 80,000 to each Independent Board Member and to make no payment to other Board Members for the year 2024, • To approve the Board of Directors' proposal for no profit distribution for the year 2023, • To grant permission to members of the Board of Directors to carry out the activities and transactions specified in Articles 395 and 396 of the Turkish Commercial Code, • To select PwC Bağımsız Denetim ve SMMM AŞ as the independent audit firm to audit the accounts and transactions of the Company for the fiscal year 2024, • To set the upper limit for the donations to be made in the period between January 1, 2024 and December 31, 2024 as 1.2% of the Company's earnings before interest, tax, depreciation and amortization (EBITDA) calculated based on the Company's publicly announced annual consolidated financial statements for the year 2023 prepared in accordance with the capital market regulations. The minutes of the Annual General Meeting and the list of attendees are disclosed in the attachment. 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. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 10.06.2024 |
General Assembly Result Documents
| Appendix: 1 | Vestel Elektronik Olağan Genel Kurul Toplantı Tutanağı.pdf - Minute |
| Appendix: 2 | Vestel Elektronik Minutes of the 2023 Annual General Meeting.pdf - Minute |
| Appendix: 3 | Vestel Elektronik Hazır Bulunanlar Listesi.pdf - List of Attendants |
Additional Explanations
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.
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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