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VESTEL ELEKTRONİK SANAYİ VE TİCARET A.Ş.

AGM Information Jun 12, 2023

5976_rns_2023-06-12_baafc203-7396-4d78-82cc-d2a2b9d9129c.html

AGM Information

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Summary Info Registration of the Decisions of the Annual General Meeting for the Year 2022
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2022
Ending Date Of The Fiscal Period 31.12.2022
Decision Date 03.05.2023
General Assembly Date 31.05.2023
General Assembly Time 10:00
Record Date (Deadline For Participation In The General Assembly) 30.05.2023
Country Turkey
City İSTANBUL
District ŞİŞLİ
Address Levent 199 Büyükdere Cad. No:199 34394 Şişli/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 2022.

4 - Reading the Summary Statement of the Independent Audit Report for the fiscal year 2022.

5 - Reading, discussion and approval of the Consolidated Financial Statements for the fiscal year 2022.

6 - Acquittal of the members of the Board of Directors of their liabilities for the Company's activities and transactions in the fiscal year 2022.

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 the Independent Directors.

8 - Discussion and resolution of the remuneration to be paid to the members of the Board of Directors for the year 2023.

9 - Discussion and resolution of the Board's proposal for no profit distribution for the fiscal year of 2022.

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' proposal regarding the selection of the independent audit firm for auditing the Company's accounts and transactions for the fiscal year 2023 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 2022; 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 2023.

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 2022 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 - Genel Kurul Davet İlanı.pdf - Announcement Document
Appendix: 3 Vestel Elektronik - Information Memorandum.pdf - General Assembly Informing Document
Appendix: 4 Vestel Elektronik - Invitation for the Annual General Meeting.pdf - Announcement 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 2022, which was held on 31 May 2023 at 10:00 am at Levent 199 Büyükdere Cad. No: 199 34394 Şişli/Istanbul, it has been resolved



• To approve the Consolidated Financial Statements for the fiscal year 2022,

• To acquit the members of the Board of Directors for their activities and transactions in the fiscal year 2022,

• 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. Ömer Yüngül and Mr. Bekir Cem Köksal as Board Members and Mr. Bekir Ağırdır, Ms. Ayşegül İldeniz and Mr. Elmas Melih Araz as Independent Board Members,

• To pay a monthly net remuneration of TL 60,000 to each Independent Board Member and to make no payment to other Board Members for the year 2023,

• To approve the Board of Directors' proposal for no profit distribution for the year 2022,

• 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 2023,

• To set the upper limit for the donations to be made in the period between January 1, 2023 and December 31, 2023 as 2.4% 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 2022 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 10.06.2023

General Assembly Result Documents

Appendix: 1 Vestel Elektronik OGK Toplantı Tutanağı.pdf - Minute
Appendix: 2 Vestel Elektronik Minutes of the Annual General Meeting.pdf - Minute
Appendix: 3 Vestel Elektronik Hazır Bulunanlar Listesi.pdf - List of Attendants

Additional Explanations

The resolutions of Vestel Elektronik's Annual General Meeting for the year 2022, which was held on May 31, 2023, have been registered by the Istanbul Trade Registry Office on June 06, 2023.

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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