Proxy Solicitation & Information Statement • May 3, 2024
Proxy Solicitation & Information Statement
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Vestel Elektronik Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2023 will be held on 29 May 2024, Wednesday, at 10:00 am at the address of Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No:2 Zorlu Center 34340 Beşiktaş /Istanbul, in order 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 Türkiye, 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 www.vestelinvestorrelations.com/en. 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 the attendance, the assignment of proxies, making suggestions, expressing opinions and voting on the website of CSD at https://www.mkk.com.tr/en.
The Company's Consolidated Financial Statements and the Independent Audit Report for the year 2023, the Board's Proposal for No Profit Distribution, the Annual Report of the Board of Directors and the General Assembly Information Memorandum will be available for the review by shareholders at the Company headquarters, on the Company website at www.vestelinvestorrelations.com/en 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,
Ahmet Nazif ZORLU Olgun ZORLU
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 Elektronik Sanayi ve Ticaret Anonim Şirketi's 2023 Annual General Meeting scheduled to be held at 10:00 am on 29 May 2024 at the address of Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No:2 Zorlu Center 34340 Beşiktaş /Istanbul 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).
a) The proxy is authorized to vote based on his/her opinion.
b) The proxy is authorized to vote in accordance with the proposals of the company management.
c) The proxy is authorized to vote in accordance with the following instructions.
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. Authorization of the Assembly Presidential Board for signing the minutes of the Annual General Meeting |
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| 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 |
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|---|---|---|
| 5. Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2023 |
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| 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 |
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| 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 |
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| 8. Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2024 |
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| 9. Discussion and resolution of the Board's proposal for no profit distribution for the fiscal year of 2023 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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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. | |
|---|---|
| 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.
1. I hereby confirm that the Proxy represents the shares specified in detail as follows:
* Not required for dematerialized shares
** 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:
(*) Foreign nationality proxies are required to present the equivalents of the same information, if any.
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