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Additional Explanations
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The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi took the following decisions:
In order to increase managerial effectiveness by gathering our activities in the fields of mobility and energy storage, in which our Company has made significant investments, under the roof of our wholly-owned subsidiary Vestel Mobilite Sanayi ve Ticaret Anonim Şirketi ("Vestel Mobilite"), to enhance the productivity of our growth strategy in the mobility segment, and to create synergy by establishing a more focused structure;
1. To transfer some of the assets and liabilities of our Company to the joint stock company titled "Vestel Mobilite Sanayi ve Ticaret Anonim Şirketi", which is a 100% subsidiary of our Company, with the "partial demerger method through participation model" in a way that does not disrupt the integrity of the business, in accordance with the relevant legislation provisions, within the framework of Articles 159 and 179 of the Turkish Commercial Code ("TCC") No. 6102, Articles 19 and 20 of the Corporate Tax Law No. 5520, the Capital Market Law No. 6362 ("CML"), the Merger and Demerger Communiqué No. II.23.2 ("Communiqué") of the Capital Markets Board ("CMB") and other relevant legislation provisions;
2. The demerger transaction is to be carried out based on the consolidated financial statements dated 30.06.2024 which have been prepared in accordance with the relevant regulations of the CMB and have undergone a limited independent audit and the statutory financial statements prepared in accordance with the relevant provisions of the Tax Procedure Law dated 30.06.2024,
3. The demerger ratio and the amount of capital increase to be made at Vestel Mobilite in accordance with the demerger shall be determined based on the determination report regarding the demerger prepared by Ş.A. Yeminli Mali Müşavirlik AŞ and the report prepared by Ernst Young Kurumsal Finansman Danışmanlık AŞ,
4. According to the Certified Public Accountant Report; in return for the assets and liabilities to be transferred through partial demerger via the participation model, the paid-in capital of Vestel Mobilite will be increased by TL 966,914,621.19 from TL 11,000,000.00 to TL 977,914,621.19 and the new shares to be issued will be allocated to our Company. In this context, there is no need for a capital reduction or an amendment of the articles of association at our Company,
5. The Demerger Report, Demerger Agreement and financial reports for the last three years and the financial reports for the interim accounting period of 30.06.2024 valid for the demerger shall be submitted to the shareholders for review in accordance with the provisions of the TCC, CMB and relevant legislation,
6. The Demerger Agreement and the Demerger Report shall be submitted to the shareholders for approval at the General Shareholders' Meeting of our Company,
7. The assets and liabilities to be transferred by our Company as the party to be demerged shall not be a significant transaction as the significance criteria specified in Article 6 of the CMB's "Communiqué on the Principles Regarding Significant Transactions and the Retirement Right No. II-23.3" within the framework of subparagraph (b) of the first paragraph of Article 5 is not met.
The above resolutions were taken unanimously by the Board members present at the meeting.
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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