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VESTEL BEYAZ EŞYA SANAYİ VE TİCARET A.Ş.

AGM Information May 29, 2024

5975_rns_2024-05-29_ca8f47c4-79a2-4cbe-95ee-be89ba970495.html

AGM Information

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Summary Info Resolutions 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 12:30
Record Date (Deadline For Participation In The General Assembly) 28.05.2024
Country Turkey
City İSTANBUL
District BEŞİKTAŞ
Address 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 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 profit distribution and the date of 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' 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 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 Beyaz Eşya Genel Kurul Bilgilendirme Dokümanı.pdf - General Assembly Informing Document
Appendix: 2 Vestel Beyaz Eşya 2023 AGM Information Memorandum.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results At Vestel Beyaz Eşya ve Ticaret AŞ's Annual General Meeting for the year 2023, which was held on 29 May 2024 at 12:30 pm at Raffles İstanbul Zorlu Center Levazım Mahallesi Koru Sokak No: 2 Zorlu Center 34340 Beşiktaş/İstanbul, it has been resolved

• To approve the 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 dated 03.05.2024 regarding dividend distribution and the date of dividend payment,

• 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 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 Result Documents

Appendix: 1 Vestel Beyaz Eşya Olağan Genel Kurul Toplantı Tutanağı.pdf - Minute
Appendix: 2 Vestel Beyaz Eşya Minutes of the 2023 Annual General Meeting.pdf - Minute
Appendix: 3 Vestel Beyaz Eşya Hazır Bulunanlar Listesi.pdf - List of Attendants

Additional Explanations

Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Board of Directors made the following decisions.

1-Vestel Beyaz Eşya Sanayi ve Ticaret AŞ's Annual General Meeting for the year 2023 will be held on 29 May 2024, Wednesday, at 12:30 pm 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 above.

2-The Board of Directors is authorized to make the invitation for the Annual General Meeting in accordance with the Company's Articles of Association and related regulations.

3-Pursuant to the Capital Markets Board's Corporate Governance Principles and Communiqués, the documents and the reports to be discussed at the Annual General Meeting will be submitted to the information of the shareholders on the Company's website under the "General Assembly Information Memorandum" heading and the Board of Directors is authorized to make the necessary material event disclosure.

4-The Board of Directors is authorized to make a request for a representative of the Republic of Turkey Ministry of Trade from the Istanbul Provincial Directorate since the presence of a Ministry representative is mandatory in the General Meetings of publicly listed companies.

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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